MINERALS TECHNOLOGIES INC

Previous wording

Our consolidated sales for the first quarter of 2025 were $491.8 million, a decrease of 8% as compared with $534.5 million in the prior year. Loss from operations was $160.1 million, as compared with income of $75.2 million in the prior year. In the first quarter of 2025, the Company recorded a provision to establish a reserve of $215 million for estimated costs to fund a trust to resolve all current and future talc-related claims for alleged exposure to asbestos-contaminated talc products sold by the Company's subsidiary BMI Oldco Inc. (f/k/a Barretts Minerals Inc.) ("Oldco") as well as fund the bankruptcy of the Company's subsidiaries, Oldco and Barretts Ventures Texas LLC ("BVT" and together with Oldco, the "Chapter 11 Debtors"), and related litigation costs. In the first quarter, the Company also initiated a cost savings program and recorded a charge of $5.5 million for severance and other related costs. Additionally, included in income (loss) from operations for the first quarter of 2025 and 2024 was $2.8 million and $2.1 million, respectively of litigation expenses incurred in connection with the bankruptcy of Oldco.

Current wording

Our consolidated sales for the second quarter of 2025 were $528.9 million, a decrease of 2% as compared with $541.2 million in the prior year. Income from operations was $74.6 million, as compared with income of $50.6 million in the prior year. In the second quarter of 2025, the Company recorded a $5.8 million charge for the write-down of assets and other charges relating to the consolidation of two facilities in the U.S. and a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China. In the second quarter of 2024, the Company recorded a provision for credit losses of $30 million in connection with the Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement") with BMI Oldco Inc. (f/k/a Barretts Minerals Inc.) ("Oldco"). Additionally, included in income from operations for both the second quarter of 2025 and 2024 was $4.2 million of litigation expenses incurred in connection with the bankruptcy of Oldco.

Previous wording

Net loss in the first quarter of 2025 was $144.0 million, as compared to income of $46.7 million in the first quarter of 2024. Diluted loss in the first quarter ended March 30, 2025 was $4.51 per share, as compared with earnings of $1.44 per share in the first quarter of 2024.

Current wording

Net income in the second quarter of 2025 was $45.4 million, as compared to income of $19.7 million in the second quarter of 2024. Diluted earnings in the second quarter of 2025 was $1.44 per share, as compared with earnings of $0.61 per share in the second quarter of 2024.

Previous wording

Our balance sheet continues to be strong. Cash, cash equivalents and short-term investments were $312.2 million as of March 30, 2025 and the Company had more than $650 million of available liquidity, including cash on hand as well as availability under its revolving credit facility. We believe that these factors will allow us to meet our anticipated funding requirements.

Current wording

Our balance sheet continues to be strong. The Company repurchased $19 million in shares in the second quarter of 2025 under our $200 million buyback program. Cash, cash equivalents and short-term investments were $319.9 million as of June 29, 2025 and the Company had more than $650 million of available liquidity, including cash on hand as well as availability under its revolving credit facility. We believe that these factors will allow us to meet our anticipated funding requirements.

Previous wording

Cost of sales was $372.2 million and represented 75.7% of sales for the three-month period ended March 30, 2025, as compared with $398.6 million and 74.6% of sales in the prior year. Production margin decreased from 25.4% of sales in the prior year to 24.3% of sales in the first quarter of 2025.

Current wording

Cost of goods sold was $392.0 million and represented 74.1% of sales for the three-month period ended June 29, 2025, as compared with $397.3 million and 73.4% of sales in the prior year. Production margin decreased from 26.6% of sales in the prior year to 25.9% of sales in the second quarter of 2025.

Previous wording

Marketing and administrative costs were $50.6 million and 10.3% of sales for the three-month period ended March 30, 2025, as compared to $53.0 million and 9.9% of sales in the prior year.

Current wording

Marketing and administrative costs were $52.2 million and 9.9% of sales for the three-month period ended June 29, 2025, as compared to $53.3 million and 9.8% of sales in the prior year.

Previous wording

Research and development expenses were $5.8 million and represented 1.2% of sales for the three-month period ended March 30, 2025, as compared with $5.6 million and 1.0% of sales in the prior year.

Current wording

Research and development expenses were $5.7 million and represented 1.1% of sales for the three-month period ended June 29, 2025, as compared with $5.8 million and 1.1% of sales in the prior year.

Previous wording

The Company recorded litigation expensesin connection with Oldco's bankruptcy filing of $2.8 million and $2.1 million during the three-month periods ended March 30, 2025 and March 31, 2024, respectively.

Current wording

During the three-month period ending June 30, 2024, the Company recorded a $30 million provision for credit losses in connection with the DIP Credit Agreement. In addition, the Company recorded litigation expensesin connection with Oldco's bankruptcy filing of $4.2 million during both three-month periods ended June 29, 2025 and June 30, 2024.

Previous wording

The Company recorded a loss from operations of $160.1 million as compared to income of $75.2 million in the prior year. Loss from operations includes a provision for litigation reserve of $215 million and restructuring costs of $5.5 million for the three-month period ended March 30, 2025. In addition, income (loss) from operations includes litigation expenses in connection with Oldco's bankruptcy filing of $2.8 million and $2.1 million during the three-month periods ended March 30, 2025 and March 31, 2024, respectively.

Current wording

The Company recorded income from operations of $74.6 million and $50.6 million during the three-month periods ending June 29, 2025 and June 30, 2024, respectively. The Company recorded $5.8 million in restructuring and other charges relating to the consolidation of two facilities and a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China during the three-month period ending June 29, 2025. Income from operations during the three-months period ended June 30, 2024 included a $30 million provision for credit losses in connection with the DIP Credit Agreement. In addition, income from operations includes litigation expenses in connection with Oldco's bankruptcy filing of $4.2 million during both three-month periods ended June 29, 2025 and June 30, 2024.

Previous wording

In the first quarter of 2025, non-operating deductions were $16.2 million, as compared with $15.1 million in the prior year. Included in other non-operating deductions in the first quarter of 2025 was net interest expense of $14.2 million, as compared to $14.9 million in the first quarter of the prior year.

Current wording

In the second quarter of 2025, non-operating deductions were $15.5 million, as compared with $16.0 million in the prior year. Included in other non-operating deductions in the second quarter of 2025 was net interest expense of $13.6 million, as compared to $14.9 million in the second quarter of the prior year.

Previous wording

Net sales in the Consumer & Specialties segment was $268.3 million for the three-month period ended March 30, 2025, as compared with $296.9 million in the prior year. Foreign exchange had an unfavorable impact of approximately 2%. Household & Personal Care sales decreased 11% to $123.1 million, as compared with $138.4 million in the prior year driven by customer inventory destocking and inconsistent ordering patterns. Sales in Specialty Additives decreased 8% to $145.2 million as compared with prior year driven by delayed shipments due to tariff uncertainty and customer maintenance outages at paper and packaging sites.

Current wording

Net sales in the Consumer & Specialties segment was $277.7 million for the three-month period ended June 29, 2025, as compared with $284.3 million in the prior year. Household & Personal Care sales increased slightly to $127.4 million, as compared with $126.8 million in the prior year. Sales in Specialty Additives decreased 5% to $150.3 million as compared with prior year driven by weaker paper demand in North America and Europe.

Previous wording

Income from operations was $27.5 million, as compared to $42.0 million in the prior year due to higher operating costs primarily through unfavorable volume leverage and product mix. Included in income from operations for the three-month period ended March 30, 2025 were $2.5 million of restructuring costs.

Current wording

Income from operations was $34.0 million, as compared to $43.9 million in the prior year due to higher operating costs primarily through unfavorable volume leverage and product mix. Included in income from operations for the three-month period ended June 29, 2025 were $3.3 million of restructuring and other items.

Previous wording

In the first quarter of 2025, the Company recorded a provision of $215 million to establish a reserve for estimated costs to fund a trust to resolve all current and future talc-related claims as well as fund the bankruptcy of Oldco and BVT, and related litigation costs. Additionally, the Company initiated a cost savings program and recorded a charge of $5.5 million for severance and other related costs.

Current wording

During the six-month period ended June 29, 2025, the Company recorded a provision for litigation reserve and credit losses of $215 million to establish a reserve for estimated costs to fund a trust to resolve all current and future talc-related claims, as well as fund the bankruptcy of Oldco and BVT, and related litigation costs. Included in this provision is $30 million of additional debtor-in-possession financing by Minerals Technologies Investments LLC to the debtors. In addition, the Company recorded a $11.3 million restructuring and other items charge for the write-down of assets and severance and other costs, offset by a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China.

Previous wording

Benefit for taxes on loss was $32.1 million for the three-month period ended March 30, 2025, as compared with a provision of $13.9 million in the prior year. The effective tax rate was 18.2% for the three-month period ended March 30, 2025, as compared with 23.1% in the prior ended March 31, 2024. The rate was primarily lower due to the provision for litigation reserve recorded in the first quarter of 2025.

Current wording

Provision (benefit) for taxes was $(18.2) million, as compared to $29.5 million in the prior year. The effective tax rate was 15.5%, as compared to 31.2% in the prior year. The rate was lower primarily due to the provision for litigation reserve and credit losses recorded in the first quarter of 2025.

Previous wording

Net Income (Loss) Attributable to MTI Shareholders

Current wording

Consolidated Net Income (Loss) Attributable to MTI Shareholders

Previous wording

Net loss attributable to MTI shareholders was $144.0 million for the three-month period ended March 30, 2025, as compared with net income of $46.7 million in the prior year.

Current wording

Consolidated net loss was $98.6 million during the six-month period ended June 29, 2025, as compared with net income of $66.4 million in the prior year.

Previous wording

Net sales in the Engineered Solutions segment decreased 6% to $223.5 million from $237.6 million in the prior year. Foreign exchange had an unfavorable impact of approximately 1%. High-Temperature Technologies sales decreased 4% to $169.4 million, as compared with $177.3 million in the prior year as soft demand conditions in some industrial end markets persisted in the first quarter. Environmental & Infrastructure sales decreased 10% to $54.1 million, as compared with $60.3 million in the prior year as continued stability in environmental and construction projects were offset by lower sales in offshore water filtration and services.

Current wording

Worldwide net sales in the Engineered Solutions segment decreased to $474.7 million from $494.5 million in the prior year. High-Temperature Technologies' sales decreased 4% to $347.8 million as compared to $362.0 million in the prior year. Environmental & Infrastructure sales decreased 4% to $126.9 million from $132.5 million in the prior yearas continued stability in environmental and construction projects were offset by lower sales in offshore water filtration and services.

Previous wording

Cash used in operations during the three-month period ended March 30, 2025, was approximately $4.4 million. Cash flows from operations during the first quarter of 2025 were principally used to fund capital expenditures, repurchase shares, and to pay the Company’s dividend to common shareholders. The aggregate maturities of long-term debt are as follows: remainder of 2025 - $6.5 million; 2026 - $6.4 million; 2027 - $6.0 million; 2028 - $405.8 million; 2029 - $5.7 million; thereafter - $546.3 million.

Current wording

Cash flow provided by operations during the six-month period ended June 29, 2025, was approximately $58.5 million. Cash flows from operations during the first six months of 2025 were principally used to fund capital expenditures, repurchase shares, and to pay the Company’s dividend to common shareholders. The aggregate maturities of long-term debt are as follows: remainder of 2025 - $5.1 million; 2026 - $6.4 million; 2027 - $6.0 million; 2028 - $405.8 million; 2029 - $5.7 million; thereafter - $546.3 million.

Previous wording

As of March 30, 2025, there were $19.0 million in loans and $9.1 million in letters of credit outstanding under the Revolving Facility.

Current wording

As of June 29, 2025, there were $17.0 million in loans and $9.2 million in letters of credit outstanding under the Revolving Facility.

Previous wording

The Amended Credit Agreement and the Indenture both contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions, as well as customary events of default. In addition, the Amended Credit Agreement contains a financial covenant that requires the Company to maintain a maximum Net Leverage Ratio of 4.00 to 1.00 for each four fiscal quarter period (subject to an increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions).

Current wording

The Amended Credit Agreement and the Indenture both contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions, as well as customary events of default. In addition, the Amended Credit Agreement contains a financial covenant that requires the Company to maintain a maximum Net Leverage Ratio of 4.00 to 1.00 for each four fiscal quarter periods (subject to an increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions). The Company is in compliance with all the covenants contained in the Amended Credit Agreement throughout the period covered by this report.

Previous wording

The Company has a committed loan facility in Japan. As of March 30, 2025, $0.9 million was outstanding under this loan facility. Principal will be repaid in accordance with the payment schedule ending in 2026. The Company did not make repayments on this loan during the first quarter of 2025.

Current wording

The Company has a committed loan facility in Japan. As of June 29, 2025, $0.8 million was outstanding under this loan facility. Principal will be repaid in accordance with the payment schedule ending in 2026. The Company repaid $0.1 on this loan during the first six months of 2025.

Previous wording

As part of the Concept Pet acquisition, the Company assumed $1.9 million in long-term debt, recorded at fair value, consisting of two terms loans, one that matures in 2025 and one that matures in 2027. Both loans have annual payments and carry a variable interest rate. The Company did not make repayments on these loans during the first quarter of 2025.

Current wording

As part of the Concept Pet acquisition, the Company assumed $1.9 million in long-term debt, recorded at fair value, consisting of two terms loans, one that matures in 2025 and one that matures in 2027. Both loans have annual payments and carry a variable interest rate. The Company did not make repayments on these loans during the first six months of 2025.

Previous wording

As of March 30, 2025, the Company had $18.3 million in uncommitted short-term bank credit lines, of which $0.7 were in use. The credit lines are primarily outside the U.S. and are generally one year in term at competitive market rates at large, well-established institutions. The Company typically uses its available credit lines to fund working capital requirements or local capital spending needs.

Current wording

As of June 29, 2025, the Company had $13.3 million in uncommitted short-term bank credit lines, of which $0.7 million were in use. The credit lines are primarily outside the U.S. and are generally one year in term at competitive market rates at large, well-established institutions. The Company typically uses its available credit lines to fund working capital requirements or local capital spending needs.

Previous wording

We anticipate that capital expenditures for 2025 should be approximately $90 million, principally related to opportunities to improve our operations and meet our strategic growth objectives. We expect to meet our other long-term financing requirements from internally generated funds and committed and uncommitted bank credit lines.

Current wording

We anticipate that capital expenditures for 2025 should be approximately $100 million, principally related to opportunities to improve our operations and meet our strategic growth objectives. We expect to meet our other long-term financing requirements from internally generated funds and committed and uncommitted bank credit lines.

Previous wording

In the second quarter of 2023, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. The fair value of this instrument at March 30, 2025 is a liability less than $0.1 million.

Current wording

In the second quarter of 2023, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. The fair value of this instrument at June 29, 2025 is an asset less than $0.1 million.

Previous wording

On October 16, 2024, the Company's Board of Directors authorized the Company's management to repurchase, at its discretion, up to $200 million of the Company's shares. As of March 30, 2025, 199,138 shares have been repurchased under this program for $14.3 million, or an average price of approximately $71.75 per share.

Current wording

On October 16, 2024, the Company's Board of Directors authorized the Company's management to repurchase, at its discretion, up to $200 million of the Company's shares. As of June 29, 2025, 535,514 shares have been repurchased under this program for $33.3 million, or an average price of approximately $62.11 per share.

Previous wording

The Company is required to make future payments under various contracts, including debt agreements and lease agreements. The Company also has commitments to fund its pension plans and provide payments for other postretirement benefit plans. During the three-month period ended March 30, 2025, there were no material changes in the Company’s contractual obligations.

Current wording

The Company is required to make future payments under various contracts, including debt agreements and lease agreements. The Company also has commitments to fund its pension plans and provide payments for other post-retirement benefit plans. During the six-month period ended June 29, 2025, there were no material changes in the Company’s contractual obligations.

Previous wording

The Company and certain of the Company’s subsidiaries are among numerous defendants in over seven hundred cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary Oldco. The Company’s position is that these cases are meritless and all talc products sold by Oldco are safe. On October 2, 2023 (the “Petition Date”), notwithstanding the Company’s confidence in the safety of Oldco’s talc products, the Chapter 11 Debtors filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases”) to address and comprehensively resolve Oldco’s liabilities associated with talc. Minerals Technologies Inc. and the Company’s other subsidiaries were not included in the Chapter 11 filing.

Current wording

The Company and certain of the Company’s subsidiaries are among numerous defendants in over seven hundred cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary Oldco. The Company’s position is that these cases are meritless and all talc products sold by Oldco are safe. On October 2, 2023 (the “Petition Date”), notwithstanding the Company’s confidence in the safety of Oldco’s talc products, Oldco and Barretts Ventures Texas LLC ("BVT" and together with Oldco, the "Chapter 11 Debtors")filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases”) to address and comprehensively resolve Oldco’s liabilities associated with talc. Minerals Technologies Inc. and the Company’s other subsidiaries were not included in the Chapter 11 filing.

Previous wording

During the pendency of the Chapter 11 Cases, the Company anticipates that the Chapter 11 Debtors will benefit from the operation of the automatic stay, which stays ongoing litigation in connection with talc-related claims against Oldco. In addition, subject to certain exceptions, the Bankruptcy Court temporarily enjoined the filing or continued prosecution of all talc-related claims against the Chapter 11 Debtors’ non-debtor affiliates. The Chapter 11 Debtors have been deconsolidated from the Company’s financial statements since the Petition Date.

Current wording

During the pendency of the Chapter 11 Cases, the Company anticipates that the Chapter 11 Debtors will benefit from the operation of the automatic stay, which stays ongoing litigation in connection with talc-related claims against Oldco. In addition, the Bankruptcy Court temporarily enjoined the filing or continued prosecution of all talc-related claims against the Chapter 11 Debtors’ non-debtor affiliates, subject to certain exceptions. Such exceptions consist of claims premised solely on alleged inadequacies in testing of talc sold by Oldco. The Company is vigorously opposing and defending against these claims. The Chapter 11 Debtors have been deconsolidated from the Company’s financial statements since the Petition Date.

Previous wording

Although the Chapter 11 Cases are progressing, it is not possible to predict the form of any ultimate resolution or when an ultimate resolution might occur at this time. Accordingly, the Company is unable to estimate the possible loss or range of loss related to the amount that will be necessary to fully and finally resolve all of the Chapter 11 Debtors’ current and future talc-related claims in connection with a confirmed Chapter 11 plan of reorganization beyond the amount accrued. See Note 12 to the Condensed Consolidated Financial Statements included in this report for more information.

Current wording

Although the Chapter 11 Cases are progressing, it is not possible to predicthow the District Court will rule on the pending motions, whether an appellate court will affirm or reverse the Bankruptcy Court order denying the Committee’s motion to dismiss, the form of any ultimate resolution or when an ultimate resolution might occur at this time. Accordingly, the Company is unable to estimate the possible loss or range of loss related to the amount that will be necessary to fully and finally resolve all of the Chapter 11 Debtors’ current and future talc-related claims in connection with a confirmed Chapter 11 plan of reorganization beyond the amount accrued. See Note 12 to the Condensed Consolidated Financial Statements included in this report for more information.

Previous wording

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The new standard is effective for interim and annual periods beginning on or after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements but will result in disaggregation of the Company's tax footnote.

Current wording

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The new standard is effective for periods beginning on or after December 15, 2024. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements but could result in disaggregation of the Company's tax footnote.