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Item 2 — Management's Discussion and Analysis
Minerals Technologies Inc. · 10-Q · Q2 FY2026 · Period ended Jul 5, 2026
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Executive Summary
Our consolidated sales for the second quarter of 2026 were $548.4 million, an increase of 4% as compared with $528.9 million in the prior year. Loss from operations was $220.3 million, as compared with income of $74.6 million in the prior year. In the second quarter of 2026, the Company recorded a charge of $290 million to increase the Company's reserve 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. Also included in income (loss) from operations for the second quarter of 2026 and 2025 was $4.9 million and $4.2 million, respectively of litigation expenses incurred in connection with the bankruptcy of Oldco and lawsuits related to talc products sold by Oldco.
Net loss in the second quarter of 2026 was $183.6 million, as compared to net income of $45.4 million in the second quarter of 2025. Diluted loss in the second quarter of 2026 was $5.90 per share, as compared with earnings of $1.44 per share in the second quarter of 2025.
Our balance sheet continues to be strong. Cash, cash equivalents and short-term investments were $346.2 million as of July 5, 2026 and the Company had more than $700 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.
Outlook
The global trade environment is dynamic.
Beginning in the first quarter of 2025, the United States government has
imposed tariffs on goods imported into the U.S. from numerous countries and
multiple nations have responded with reciprocal tariffs and other actions.
While the Company generally manufactures products in the markets where they are
sold, our businesses and suppliers import certain goods subject to U.S. imposed
tariffs, in particular in our High-Temperature Technologies product line, as
well as goods subject to reciprocal tariffs and other measures imposed by other
countries. On February 20, 2026, the U.S. Supreme Court issued a ruling
striking down certain tariffs imposed by the U.S., including those affecting
certain goods that the Company imports. However, the timing and amount of any
potential tariff refunds remains uncertain, and are subject to further legal,
regulatory, and administrative developments. In addition, the U.S. has
initiated new tariffs and may impose additional tariffs. As a result,
there remains significant uncertainty regarding the scope and duration of
existing and future tariffs, and the impact of such tariffs will continue to
vary. We continue to pursue available options to mitigate the impact of these
tariffs and other measures. We have made operational and supply chain
changes, utilized available exemptions or exclusions, and, where feasible,
increased the prices of our goods and services. To date, as a result of
our mitigation efforts, tariffs have not had a significant effect on our
financial results. However, the imposition of tariffs as well as
uncertainty about their scope and duration could negatively affect demand,
result in increases in some input costs and/or inflation that we are unable to
mitigate, or otherwise adversely affect economic conditions. The Company
continues to monitor the economic effects of the trade environment, but the
effects associated with the tariffs remain uncertain.
In addition to evolving U.S. tariffs, our
operating environment is affected by other market forces, including recent
geopolitical events in the Middle East. As a result of such events, we
have experienced higher energy prices and freight expenses, among other
effects. As with tariffs, we are pursuing available options to mitigate
the impacts of these market forces. To date, these market forces have not had a
significant effect on our financial results, but the extent of future impacts,
and our ability to mitigate them, remains uncertain.
The Company will continue to focus on innovation and new product development and other opportunities for sales growth in 2026 from its existing businesses, as follows:
Consumer & Specialties Segment
Increase our presence and market share in global cat litter products, including in emerging markets.
Deploy new products in pet care such as lightweight litter.
Increase our sales of calcium carbonate products by further penetration into filling and coating applications in the paper and packaging markets.
Promote the Company’s expertise in crystal engineering by developing crystal morphologies that help our customers achieve functional benefits.
Deploy new calcium carbonate products in paint, coating, and packaging applications.
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Continue developing products and processes for waste management and recycling opportunities to reduce the environmental impact of our customers by reducing energy consumption and improving the sustainability of their products.
Continue to develop innovative applications for our bleaching earth products for edible oil and renewable fuel industries.
Develop natural and mineral-based solutions for personal care applications.
Increase our presence and market share globally for retinol delivery technology for personal care applications.
Expand our bentonite product solutions for animal health applications.
Increase our presence and market share in fabric care, including in emerging markets.
Engineered Solutions Segment
Increase our presence and gain penetration of our bentonite-based foundry solutions in emerging markets.
Deploy value-added formulations of refractory materials.
Deploy our laser measurement technologies into new applications.
Expand our refractory maintenance model to other steel makers globally.
Continue the development and market penetration of our FLUORO-SORB® adsorbent products which address PFAS contamination in soil, groundwater, drinking water sources, landfill leachate, and wastewater treatment facilities.
Pursue opportunities for the expanded use of our products in environmental, building and construction, infrastructure, and oil and gas drilling, and water treatment globally.
Increase our presence and market share for geosynthetic clay liners globally.
All Segments
Further Operational Excellence principles into all aspects of the organization, including system infrastructure and lean principles.
Continue to explore selective acquisitions to fit our competencies in minerals and our core technologies.
However, there can be no assurance that we will achieve success in implementing any one or more of these opportunities.
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Results of Operations
Three-month period ended July 5, 2026 as compared with three-month period ended June 29, 2025
Consolidated Income (Loss) Statement Review
Three Months Ended
Jul. 5, Jun. 29, %
(in millions of dollars) 2026 2025 Change
Net sales $ 548.4 $ 528.9 4 %
Cost of goods sold 414.6 392.0 6 %
Production margin 133.8 136.9 (2 )%
Production margin % 24.4 % 25.9 %
Marketing and administrative expenses 53.3 52.2 2 %
Research and development expenses 5.9 5.7 4 %
Provision for litigation accrual and credit losses 290.0 - *
Restructuring and other items - 5.8 *
Gain on sale of assets, net - (5.6) *
Litigation expenses 4.9 4.2 17 %
Income (loss) from operations (220.3 ) 74.6 *
Operating margin % * 14.1 %
Interest expense, net (12.1 ) (13.6 ) (11 )%
Other non-operating income (deductions), net 1.1 (1.9 ) *
Total non-operating deductions, net (11.0 ) (15.5 ) (29 )%
Income (loss) before tax and equity in earnings (231.3 ) 59.1 *
Provision (benefit) for taxes on income (46.2 ) 13.9 *
Effective tax rate 20.0 % 23.5 %
Equity in earnings of affiliates, net of tax 2.5 1.1 127 %
Net income (loss) (182.6 ) 46.3 *
Net income attributable to non-controlling interests 1.0 0.9 11 %
Net income (loss) attributable to Minerals Technologies Inc. $ (183.6 ) $ 45.4 *
* Percentage not meaningful
Net Sales
Three Months Ended Three Months Ended
Jul. 5, 2026 Jun. 29, 2025
(in millions of dollars) Net Sales % of Total Net Sales % Change Net Sales % of Total Net Sales
U.S. $ 275.4 50 % (2 )% $ 281.9 53 %
International 273.0 50 % 11 % 247.0 47 %
Total net sales $ 548.4 100 % 4 % $ 528.9 100 %
Consumer & Specialties Segment $ 274.5 50 % (1 )% $ 277.7 52 %
Engineered Solutions Segment 273.9 50 % 9 % 251.2 48 %
Total net sales $ 548.4 100 % 4 % $ 528.9 100 %
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Worldwide net sales increased by 4% to $548.4 million in the second quarter from $528.9 million in the prior year. Foreign exchange had a favorable impact on sales of $7 million in the second quarter of 2026.
Net sales in the United States decreased to $275.4 million in the second quarter of 2026 from $281.9 million in the second quarter of 2025. International sales increased to $273.0 million from $247.0 million in the prior year.
Operating Costs and Expenses
Cost of goods sold was $414.6 million and represented 75.6% of sales for the three-month period ended July 5, 2026, as compared with $392.0 million and 74.1% of sales in the prior year. Production margin decreased from 25.9% of sales in the prior year to 24.4% of sales in the second quarter of 2026.
Marketing and administrative costs were $53.3 million and 9.7% of sales for the three-month period ended July 5, 2026, as compared to $52.2 million and 9.9% of sales in the prior year.
Research and development expenses were $5.9 million and represented 1.1% of sales for the three-month period ended July 5, 2026, as compared with $5.7 million and 1.1% of sales in the prior year.
In the second quarter of 2026, the Company filed a Plan of Reorganization in the Chapter 11 case of its subsidiary Oldco Inc. which would provide for, among other things, the funding of a trust to resolve all current and future talc related claims for alleged exposure to asbestos-contaminated talc products sold by Oldco. Accordingly, the Company recorded a charge of $290 million to increase the Company's accrual for estimated costs.
The Company recorded a $5.8 million charge in restructuring and other items primarily for the write-down of assets 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.
The Company recorded litigation and settlement expenses of $4.9 million and $4.2 million during the three-month periods ending July 5, 2026 and June 29, 2025, respectively in connection with the bankruptcy of Oldco and lawsuits related to talc products sold by Oldco.
Income (Loss) from Operations
The Company recorded a loss from operations of $220.3 million as compared to income of $74.6 million in the prior year. Loss from operations includes a $290 million charge to increase the Company's accrual for estimated bankruptcy costs for the three-month period ended July 5, 2026. Income (loss) from operations includes litigation expenses in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco of $4.9 million and $4.2 million during the three-month periods ended July 5, 2026 and June 29, 2025, respectively.
The Company recorded a $5.8 million charge in restructuring and other items primarily for the write-down of assets 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.
Other Non-Operating Deductions, net
In the second quarter of 2026, non-operating deductions were $11.0 million, as compared with $15.5 million in the prior year. Included in other non-operating deductions in the second quarter of 2026 was net interest expense of $12.1 million, as compared to $13.6 million in the second quarter of the prior year.
Provision (Benefit) for Taxes on Income
Provision (benefit) for taxes on income was $(46.2) million, as compared with $13.9 million in the prior year. The effective tax rate was 20.0%, as compared with 23.5% in the prior year. The tax benefit was attributable to the litigation accrual.
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Net Income (Loss) Attributable to MTI Shareholders
Net loss attributable to MTI shareholders was $183.6 million for the three-month period ended July 5, 2026, and included a $233.4 million charge, net of tax. This charge primarily consisted of a $290 million charge to increase the Company's accrual for estimated bankruptcy costs.
Net income attributable to MTI shareholders was $45.4 million for the three-month period ended June 29, 2025, and included a $3.5 million charge, net of tax. This charge consisted of restructuring and other items and litigation expenses, offset by a net gain on sale of assets.
Segment Review
The following discussions highlight the operating results for each of our two segments.
Three Months Ended
Jul. 5, Jun. 29, %
Consumer & Specialties Segment 2026 2025 Change
(in millions of dollars)
Net Sales
Household & Personal Care $ 123.4 $ 127.4 (3 )%
Specialty Additives 151.1 150.3 1 %
Total net sales $ 274.5 $ 277.7 (1 )%
Income from operations $ 29.3 $ 34.0 (14 )%
% of net sales 10.7 % 12.2 %
Net sales in the Consumer & Specialties segment were $274.5 million for the three-month period ended July 5, 2026, as compared with $277.7 million in the prior year. Household & Personal Care sales decreased 3% to $123.4 million, as compared with $127.4 million in the prior year, primarily driven by lower sales in high-margin consumer specialty products. Sales in Specialty Additives increased 1% to $151.1 million as compared with $150.3 million in the prior year, primarily driven by higher sales to paper and packaging customers.
Income from operations was $29.3 million, as compared to $34.0 million in the prior year due to unfavorable mix as well as higher energy, transportation, and raw material costs that were not fully recovered within the quarter due to the timing of contractual pricing adjustments. Included in income from operations for the three-month period ended June 29, 2025 were $3.3 million of restructuring and other items.
Three Months Ended
Jul. 5, Jun. 29, %
Engineered Solutions Segment 2026 2025 Change
(in millions of dollars)
Net Sales
High-Temperature Technologies $ 190.3 $ 178.4 7 %
Environmental & Infrastructure 83.6 72.8 15 %
Total net sales $ 273.9 $ 251.2 9 %
Income from operations $ 48.8 $ 46.8 4 %
% of net sales 17.8 % 18.6 %
Net sales in the Engineered Solutions segment increased 9% to $273.9 million from $251.2 million in the prior year. High-Temperature Technologies sales increased 7% to $190.3 million, as compared with $178.4 million in the prior year, primarily driven by continued higher sales to steel customers in the U.S. and foundry businesses in Asia. Environmental & Infrastructure sales increased 15% to $83.6 million, as compared with $72.8 million in the prior year driven by stronger sales related to building materials, large-scale project activity, and infrastructure drilling.
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Income from operations was $48.8 million and 17.8% of sales, as compared with $46.8 million and 18.6% of sales in the prior year. Included in income from operations for the three-month period ended June 29, 2025 were $2.5 million of restructuring and other items, which was offset by a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China.
Six-month period ended July 5, 2026 as compared with six-month period ended June 29, 2025
Consolidated Income (Loss) Statement Review
Six Months Ended
Jul. 5, Jun. 29, %
(in millions of dollars) 2026 2025 Change
Net sales $ 1,095.3 $ 1,020.7 7 %
Cost of goods sold 830.4 764.2 9 %
Production margin 264.9 256.5 3 %
Production margin % 24.2 % 25.1 %
Marketing and administrative expenses 110.8 102.8 8 %
Research and development expenses 12.0 11.5 4 %
Provision for litigation accrual and credit losses 290.0 215.0 *
Restructuring and other items - 11.3 *
Gain on sale of assets, net - (5.6 ) *
Litigation expenses 13.7 7.0 96 %
Loss from operations (161.6 ) (85.5 ) *
Operating margin % * *
Interest expense, net (25.4 ) (27.8 ) (9 )%
Other non-operating income (deductions), net 1.6 (3.9 ) *
Total non-operating deductions, net (23.8 ) (31.7 ) (25 )%
Loss before tax and equity in earnings (185.4 ) (117.2 ) *
Benefit for taxes on income (36.3 ) (18.2 ) 99 %
Effective tax rate 19.6 % 15.5 %
Equity in earnings of affiliates, net of tax 3.8 2.3 65 %
Net loss (145.3 ) (96.7 ) *
Net income attributable to non-controlling interests 2.1 1.9 11 %
Net loss attributable to Minerals Technologies Inc. $ (147.4 ) $ (98.6 ) *
* Percentage not meaningful
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Net Sales
Six Months Ended Six Months Ended
Jul. 5, 2026 Jun. 29, 2025
(in millions of dollars) Net Sales % of Total Net Sales % Change Net Sales % of Total Net Sales
U.S. $ 556.0 51 % 2 % $ 544.3 53 %
International 539.3 49 % 13 % 476.4 47 %
Total net sales $ 1,095.3 100 % 7 % $ 1,020.7 100 %
Consumer & Specialties Segment $ 571.1 52 % 5 % $ 546.0 54 %
Engineered Solutions Segment 524.2 48 % 10 % 474.7 46 %
Total net sales $ 1,095.3 100 % 7 % $ 1,020.7 100 %
Total net sales increased 7% from the previous year to $1,095.3 million. Net sales in the United States increased 2% to $556.0 million from $544.3 million in the prior year. International sales increased by 13% to $539.3 million from $476.4 million in the prior year.
Operating Costs and Expenses
Cost of goods sold increased 9% from the prior year and was 75.8% of sales, as compared with 74.9% in the prior year. Gross margin decreased to 24.2% of sales as compared with 25.1% of sales in the prior year.
Marketing and administrative costs were $110.8 million and 10.1% of sales for the six-month period ended July 5, 2026, as compared to $102.8 million and 10.1% of sales in the prior year.
Research and development expenses were $12.0 million and represented 1.1% of sales for the six-month period ended July 5, 2026, as compared with $11.5 million and 1.1% of sales in the prior year.
During the six-month period ended July 5, 2026, the Company filed a Plan of Reorganization in the Chapter 11 case of its subsidiary, Oldco, which would provide for, among other things, the funding of a trust to resolve all current and future talc-related claims for alleged exposure to asbestos-contaminated talc products sold by Oldco. Accordingly, the Company recorded a charge of $290 million to increase the Company's accrual for estimated costs.
During the six-month periods ended July 5, 2026 and June 29, 2025, the Company also recorded litigation expenses of $13.7 million and $7.0 million, respectively, in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco.
In addition, during the six-month period ended June 29, 2025, the Company recorded an $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.
Loss from Operations
The Company recorded a loss from operations of $161.6 million for the six-month period ended July 5, 2026, as compared to a loss of $85.5 million in the prior year. Loss from operations included a provision for litigation accrual and credit losses of $290 million and $215 million for the six-month periods ended July 5, 2026 and June 29, 2025, respectively. In addition, during the six-month end June 29, 2025, the Company recorded an $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.
Loss from operations during the six-month periods ended July 5, 2026 and June 29, 2025 includes $13.7 million and $7.0 million, respectively, of litigation expenses in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco.
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Other Non-Operating Income (Deductions), net
The Company recorded non-operating deductions of $23.8 million for the six-month period ended July 5, 2026, as compared with $31.7 million in the prior year. Included in non-operating income (deductions) for the six-month periods ended July 5, 2026 and June 29, 2025 is $25.4 million and $27.8 million, respectively, of net interest expense.
Benefit for Taxes on Income
Benefit for taxes on income was $36.3 million, as compared to $18.2 million in the prior year. The effective tax rate was 19.6%, as compared to 15.5% in the prior year. The tax benefit was attributable to the litigation accrual.
Net Loss Attributable to MTI Shareholders
Net loss attributable to MTI shareholders was $147.4 million during the six-month period ended July 5, 2026, and included a $240.0 million charge, net of tax. This charge consisted of a provision for litigation accrual and credit losses and litigation expenses.
Net loss attributable to MTI shareholders was $98.6 million during the six-month period ended June 29, 2025, and included a $183.9 million charge, net of tax. This charge consisted of a provision for litigation accrual and credit losses, restructuring and other items, litigation expenses, and a net gain on sale of assets.
Segment Review
The following discussions highlight the operating results for each of our two segments.
Six Months Ended
Jul. 5, Jun. 29, %
Consumer & Specialties Segment 2026 2025 Change
(in millions of dollars)
Net Sales
Household & Personal Care $ 265.8 $ 250.5 6 %
Specialty Additives 305.3 295.5 3 %
Total net sales $ 571.1 $ 546.0 5 %
Income from operations $ 61.8 $ 61.5 0 %
% of net sales 10.8 % 11.3 %
Net sales in the Consumer & Specialties segment increased 5% to $571.1 million from $546.0 million in the prior year. Household & Personal Care sales increased 6% to $265.8 million as compared to $250.5 million in the prior year driven by animal health, and edible oil and renewable fuel purification sales. Sales in Specialty Additives increased 3% to $305.3 million as compared to $295.5 million in the prior year, driven by higher sales to paper and packaging customers.
Income from operations was $61.8 million and 10.8% of sales as compared to $61.5 million and 11.3% of sales in the prior year. Included in income from operations for the six-month period ended June 29, 2025 are $5.8 million of restructuring and other items.
Six Months Ended
Jul. 5, Jun. 29, %
Engineered Solutions Segment 2026 2025 Change
(in millions of dollars)
Net Sales
High-Temperature Technologies $ 373.6 $ 347.8 7 %
Environmental & Infrastructure 150.6 126.9 19 %
Total net sales $ 524.2 $ 474.7 10 %
Income from operations $ 88.1 $ 80.4 10 %
% of net sales 16.8 % 16.9 %
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Net sales in the Engineered Solutions segment increased to $524.2 million from $474.7 million in the prior year. High-Temperature Technologies’ sales increased 7% to $373.6 million as compared to $347.8 million in the prior year, primarily driven by continued higher sales to steel customers and foundry businesses in Asia. Environmental & Infrastructure sales increased 19% to $150.6 million from $126.9 million in the prior year, primarily driven by stronger sales related to building materials, large-scale project activity, and infrastructure drilling.
Income from operations was $88.1 million and 16.8% of net sales as compared to $80.4 million and 16.9% of sales in the prior year. Included in income from operations for the six-month period ended June 29, 2025 are $3.3 million of restructuring and other items, offset by a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China.
Liquidity and Capital Resources
Cash flow provided by operations during the six-month period ended July 5, 2026, was approximately $95.1 million. Cash flows from operations during the first six months of 2026 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 2026 - $3.1 million; 2027 - $6.0 million; 2028 - $405.8 million; 2029 - $5.7 million; 2030 - $5.7 million; thereafter - $540.5 million.
On November 26, 2024, the Company entered into a Refinancing Facility Agreement and Incremental Facility Amendment (the “Amendment”) to amend the Company’s previous credit agreement (the “Previous Credit Agreement;" the previous credit agreement, as amended by the Amendment, being the “Amended Credit Agreement”). The Amendment provides for, among other things, a new senior secured revolving credit facility with aggregate commitments of $400 million (the “Revolving Facility”), a portion of which may be used for the issuance of letters of credit and swingline loans, and a new senior secured term loan facility with aggregate commitments of $575 million (the “Term Loan Facility” and, together with the Revolving Facility, the “Senior Secured Credit Facilities”). The Revolving Facility and the Term Loan Facility replace the facilities under the Previous Credit Agreement, which provided for, among other things, a $550 million senior secured term loan facility and a $300 million senior secured revolving credit facility. The maturity date for loans and commitments under the Revolving Facility is November 26, 2029, and the maturity date for loans under the Term Loan Facility is November 26, 2031; provided that the maturity dates of the Revolving Facility and the Term Loan Facility will be adjusted to the date that is 91 days prior to the stated maturity date of the Company’s 5.0% Senior Notes due 2028 (the “Notes”) unless, prior to the date that is 91 days prior to the stated maturity date of the Notes, all amounts in excess of $50 million of the Notes have been either (a) refinanced with indebtedness permitted under the Amended Credit Agreement maturing later than 90 days after the scheduled maturity date of the Revolving Facility or of the Term Loan Facility, as applicable, or (b) repaid, discharged or repaid (other than with the proceeds of any indebtedness maturing earlier than 91 days after the scheduled maturity date of the Revolving Facility or of the Term Loan Facility, as applicable). Loans under the Term Loan Facility amortize at a rate equal to 1.00% per annum, payable in equal quarterly installments, and were issued with original issue discount at 99.875% of par.
Loans under the Revolving Facility will bear interest at a rate equal to (a) for loans denominated in U.S. dollars, at the election of the Company, Term SOFR plus an applicable margin equal to 1.375% per annum, or a base rate plus an applicable margin equal to 0.375% per annum, (b) for loans denominated in Euros, adjusted EURIBOR plus an applicable margin equal to 1.375% per annum and (c) for loans denominated in Pounds Sterling, SONIA plus an applicable margin equal to 1.375% per annum, subject in each case to (i) an increase of 37.5 basis points in the event that, and for so long as, the Net Leverage Ratio (as defined in the Amended Credit Agreement) is greater than or equal to 3.00 to 1.00 as of the last day of the preceding fiscal quarter, (ii) an increase of 12.5 basis points in the event that, and for so long as, the Net Leverage Ratio is less than 3.00 to 1.00 and greater than or equal to 2.00 to 1.00 as of the last day of the preceding fiscal quarter, and (iii) a decrease of 12.5 basis points in the event that, and for so long as, the Net Leverage Ratio is less than 1.00 to 1.00 as of the last day of the preceding fiscal quarter. Loans under the Term Loan Facility will bear interest at a rate equal to, at the election of the Company, Term SOFR plus an applicable margin equal to 2.00% per annum or a base rate plus an applicable margin equal to 1.00% per annum. The Company will pay certain fees under the Amended Credit Agreement, including (a) a commitment fee of 0.175% per annum on the undrawn portion of the Revolving Facility (subject to a step-ups to 0.300% and 0.250% and a step-down to 0.150% at the same levels described above), (b) a fronting fee of 0.125% per annum on the average daily undrawn amount of, plus unreimbursed amounts in respect of disbursements under, letters of credit issued under the Revolving Facility and (c) customary annual administration fees. The obligations of the Company under the Senior Secured Credit Facilities are unconditionally guaranteed jointly and severally by, subject to certain exceptions, all material domestic subsidiaries of the Company (the “Guarantors”) and secured, subject to certain exceptions, by a security interest in substantially all of the tangible and intangible assets of the Company and the Guarantors.
As of July 5, 2026, there were $6.0 million in loans and $9.2 million in letters of credit outstanding under the Revolving Facility.
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On June 30, 2020, the Company issued $400 million aggregate principal amount of Notes. The Notes were issued pursuant to an indenture, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Notes bear an interest rate of 5.0% per annum payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic restricted subsidiaries that is a borrower under or that guarantees the Company’s obligations under its Senior Secured Credit Facilities or that guarantees the Company’s or any of the Company’s wholly owned domestic subsidiaries’ long-term indebtedness in an aggregate amount in excess of $50 million.
The Company may redeem some or all of the Notes at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
If the Company experiences a change of control (as defined in the indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
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). The Company is in compliance with all the covenants contained in the Amended Credit Agreement throughout the period covered by this report.
The Company had a committed loan facility in Japan. In the second quarter of 2026, the Company repaid the remaining balance of $0.4 million.
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 matured in 2025 and one that matures in 2027. The outstanding loan has annual payments and carries a variable interest rate. The Company did not make any repayments on this loan during the first six months of 2026.
As of July 5, 2026, the Company had $16.4 million in uncommitted short-term bank credit lines, of which none 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.
We anticipate that capital expenditures for 2026 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.
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. This instrument matured in May 2026. In the second quarter of 2026, 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 July 5, 2026 is an asset of $1.1 million.
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 July 5, 2026, 1,102,129 shares have been repurchased under this program for $68.3 million, or an average price of approximately $62.00 per share. This authorization has no expiration date.
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 July 5, 2026, there were no material changes in the Company’s contractual obligations.
The Company and certain of the Company’s subsidiaries are among numerous defendants in over nine 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.
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The Chapter 11 Debtors’ ultimate goal in the Chapter 11 Cases is to confirm a plan of reorganization under Section 524(g) of the U.S. Bankruptcy Code and utilize this provision of the Bankruptcy Code to establish a trust that will address all current and future talc-related claims. On June 29, 2026, to satisfy a deadline imposed by the Bankruptcy Court, the Company filed a Plan of Reorganization in the Chapter 11 Cases ("the Parent Plan"). The Parent Plan would provide for, among other things:
The funding of a Talc Personal Injury Trust with $450 million from the Company for the payment of current and future talc-related claims;
Issuance of a channeling injunction pursuant to section 524(g) of the Bankruptcy Code to address all current and future talc-related claims through the Trust;
Release of estate claims against the Company; and
The Company's waiver of more than $100 million in claims against the Chapter 11 Debtors related to pre-petition and post-petition funding.
On May 14, 2025, the Bankruptcy Court entered
a Report and Recommendation (i) recommending that the District Court determine
whether any of the talc sold by Oldco contained sufficient quantity and form of
asbestos to cause mesothelioma or other asbestos-related diseases and (ii)
abating the Chapter 11 Cases pending a determination by the District
Court. On June 22, 2026, the District Court adopted the Bankruptcy Court’s
recommendation. The District Court proceedings are ongoing. The Parent Plan is
subject in all respects to the resolution of the District Court proceedings. Discussions regarding the terms of a
potential consensual plan of reorganization and the ultimate amount to be
contributed to any trust are ongoing.
In the second quarter of 2024, Oldco sold its talc assets under section 363 of the U.S. Bankruptcy Code. In addition, in the second quarter of 2024, the Company entered into a Debtor-in-Possession Credit Agreement with Oldco (the “DIP Credit Agreement”) and recorded a provision for credit loss of $30 million for the maximum principal amount under such DIP Credit Agreement. In the second quarter of 2025, the Company amended the DIP Credit Agreement to increase the maximum principal amount available under the DIP Credit Agreement by $30 million. Proceeds of the sale of Oldco’s talc assets, as well as the funds drawn by Oldco under the DIP Credit Agreement, have been and will be used to fund the Chapter 11 Cases.
In the first quarter of 2025, the Company recorded a provision to establish an accrual of $215 million for estimated costs to fund a trust to resolve all current and future talc-related claims as well as fund the Chapter 11 Cases and related litigation costs (including the aforementioned $30 million increase to the maximum principal amount of the DIP Credit Agreement). Concurrent
with the filing of the Parent Plan, the Company recorded a charge of $290
million in the second quarter of 2026 to increase the Company’s reserve for
estimated costs. The parties have not yet reached a final resolution of all matters in the Chapter 11 Cases, and the Company is unable to estimate the possible loss or range of loss beyond the amount accrued.
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.
Although the Chapter 11 Cases are progressing, it is not possible to predict how the District Court will rule on the matters before it, 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.
Cautionary Statement for “Safe Harbor” Purposes under the Private Securities Litigation Reform Act of 1995
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. This report contains statements that the Company believes may be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, particularly statements relating to the Company’s objectives, plans or goals, future actions, future performance or results of current and anticipated products, sales efforts, expenditures, and financial results. From time to time, the Company also provides forward-looking statements in other publicly-released materials, both written and oral. Forward-looking statements provide current expectations and forecasts of future events such as new products, revenues, and financial performance, and are not limited to describing historical or current facts. They can be identified by the use of words such as “outlook,” “forecast,” “believes,” “expects,” “plans,” “intends,” “anticipates,” and other words and phrases of similar meaning.
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Forward-looking statements are necessarily based on assumptions, estimates and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Many of these risks and uncertainties are difficult to predict or are beyond the Company’s control. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Significant factors that could affect the expectations and forecasts include worldwide general economic, business, and industry conditions; the cyclicality of our customers’ businesses and their changing regional demands; our ability to compete in very competitive industries; consolidation in customer industries, principally paper, foundry and steel; our ability to renew or extend long term sales contracts for our satellite operations; our ability to generate cash to service our debt; our ability to comply with the covenants in the agreements governing our debt; our ability to effectively achieve and implement our growth initiatives or consummate the transactions described in the statements; our ability to successfully develop new products; our ability to defend our intellectual property; the increased risks of doing business abroad including with respect to changes in tariffs; the availability of raw materials and access to ore reserves at our mining operations, or increases in costs of raw materials, energy, or shipping; compliance with or changes to regulation in the areas of environmental, health and safety, and tax; risks and uncertainties related to the voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code filed by our subsidiaries BMI Oldco Inc. (f/k/a Barretts Minerals Inc.) and Barretts Ventures Texas LLC; claims for legal, environmental and tax matters or product stewardship issues; operating risks and capacity limitations affecting our production facilities; seasonality of some of our businesses; cybersecurity and other threats relating to our information technology systems; and other risk factors set forth under “Item 1A — Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in Exhibit 99 to this Quarterly Report on Form 10-Q.
The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances that arise after the date hereof. Investors should refer to the Company’s subsequent filings under the Securities Exchange Act of 1934 for further disclosures.
Recently Issued Accounting Standards
Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.
Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, that requires entities to disclose additional information in the notes to the financial statements about prescribed categories underlying any relevant income statement expense caption. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. 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 income statement expenses.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, valuation of long-lived assets, goodwill and other intangible assets, income taxes, including valuation allowances and pension plan assumptions. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that cannot readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates.
There have been no material changes to the critical accounting estimates that our accounting policies require us to make in the preparation of our consolidated financial statements, as described in the 2025 Annual Report on Form 10-K.
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