Minerals Technologies Inc 8-K/A, filed Feb 7, 2025

Minerals Technologies Inc (MTX)

8-K/A 2025-02-07 For: 2025-02-06

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Added on April 08, 2026

About this 8-K/A

Minerals Technologies Inc filed this 8-K/A on February 7, 2025, reporting on events of February 6, 2025.

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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Delaware		001-11430		25-1190717
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

622 Third Avenue, New York, NY		10017-6707
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol		Name of exchange on which registered
Common stock, $0.10 par value		MTX		NYSE

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[☐ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


EXPLANATORY NOTE This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K (the “Original Report”), initially filed by Minerals Technologies Inc. (the “Company”) with the Securities and Exchange Commission earlier today on February 6, 2025. This Amendment is being filed solely to correct a clerical error in the press release (the “Press Release”), attached as Exhibit 99.1, announcing the Company’s financial results for the fiscal quarter and year ended December 31, 2024. In the table entitled “Minerals Technologies Inc. And Subsidiary Companies Condensed Consolidated Balance Sheets” in the attached Exhibit 99.1, the figures for Other Assets And Deferred Charges and Total Assets for the year ended December 31, 2024 have been corrected. Except as set forth in this Amendment, no other modifications have been made to the Original Report.

Item 2.02	Results of Operations and Financial Condition.
	On February 6, 2025, Minerals Technologies Inc. issued a press release regarding its financial performance for the fourth quarter of 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in this Item 2.02 and Exhibit 99.1 shall not be deemed filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits
		99.1	Press Release dated February 6, 2025
		104	Cover Page Interactive Data File (formatted as inline XBRL)

	(212) 878-1800
(Registrant's telephone number, including area code)

	MINERALS TECHNOLOGIES INC.
	(Registrant)


	By:	/s/ Timothy J. Jordan
	Name:	Timothy J. Jordan
	Title:	Vice President, General Counsel, Secretary and Chief Compliance Officer

Date: February 6, 2025

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
(in millions, except per share data)
(unaudited)

	Quarter Ended									% Growth						Twelve Months Ended						% Growth
	Dec. 31, 2024			Sep. 29, 2024			Dec. 31, 2023			Prior Qtr.			Prior Year			Dec. 31, 2024			Dec. 31, 2023			Prior Year
	Dec. 31, 2024			Sep. 29, 2024			Dec. 31, 2023			Prior Qtr.			Prior Year			Dec. 31, 2024			Dec. 31, 2023			Prior Year


Net sales	$	518.1		$	524.7		$	524.5			(1	)%		(1	)%	$	2,118.5		$	2,169.9			(2	)%

Cost of goods sold		385.4			389.5			399.2			(1	)%		(3	)%		1,570.8			1,662.8			(6	)%

Production margin		132.7			135.2			125.3			(2	)%		6	%		547.7			507.1			8	%

Marketing and administrative expenses		52.8			50.1			51.0			5	%		4	%		209.2			206.0			2	%
Research and development expenses		5.7			5.9			5.1			(3	)%		12	%		23.0			21.2			8	%
Provision for credit losses		0.0			0.0			0.0			*			*			30.0			0.0			*
Restructuring and other items, net		0.0			0.0			0.0			*			*			0.0			6.9			*
Impairment of assets		0.0			0.0			0.0			*			*			0.0			71.7			*
Acquisition-related expenses		0.0			0.0			0.0			*			*			0.0			0.3			*
Gain on sale of assets, net		(12.3	)		0.0			0.0			*			*			(12.3	)		0.0			*
Litigation expenses		2.4			2.6			2.4			(8	)%		0	%		11.3			29.2			(61	)%

Income from operations		84.1			76.6			66.8			10	%		26	%		286.5			171.8			67	%

Interest expense, net		(12.6	)		(14.0	)		(15.2	)		(10	)%		(17	)%		(56.4	)		(59.2	)		(5	)%
Debt extinguishment expenses		(1.8	)		0.0			0.0			*			*			(1.8	)		0.0			*
Other non-operating deductions, net		(0.3	)		(3.1	)		(3.0	)		(90	)%		(90	)%		(4.7	)		(4.9	)		(4	)%
Total non-operating deductions, net		(14.7	)		(17.1	)		(18.2	)		(14	)%		(19	)%		(62.9	)		(64.1	)		(2	)%

Income before tax and equity in earnings		69.4			59.5			48.6			17	%		43	%		223.6			107.7			108	%

Provision for taxes on income		16.2			13.7			9.2			18	%		76	%		59.4			23.7			151	%
Equity in earnings of affiliates, net of tax		1.5			1.9			1.4			(21	)%		7	%		6.7			4.3			56	%

Net income		54.7			47.7			40.8			15	%		34	%		170.9			88.3			94	%

Less: Net income attributable to non-controlling interests		0.7			1.0			1.0			(30	)%		(30	)%		3.8			4.2			(10	)%

Net Income attributable to Minerals Technologies Inc. (MTI)	$	54.0		$	46.7		$	39.8			16	%		36	%	$	167.1		$	84.1			99	%

Weighted average number of common shares outstanding:

Basic		31.9			32.1			32.5									32.1			32.5

Diluted		32.2			32.3			32.5									32.3			32.6

Earnings per share attributable to MTI:

Basic	$	1.69		$	1.45		$	1.22			17	%		39	%	$	5.21		$	2.59			101	%

Diluted	$	1.68		$	1.45		$	1.22			16	%		38	%	$	5.17		$	2.58			100	%

Cash dividends declared per common share	$	0.11		$	0.10		$	0.10								$	0.41		$	0.25

* Percentage not meaningful



MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS OF INCOME


	1	)	For comparative purposes, the quarterly periods ended December 31, 2024, September 29, 2024 and December 31, 2023 each consisted of 93 days, 91 days and 91 days, respectively. The twelve month periods ended December 31, 2024 and December 31, 2023 each consisted of 366 days and 365 days, respectively.


	2	)	To supplement the Company's consolidated financial statements presented in accordance with GAAP, the following is a presentation of the Company's non-GAAP earnings per share, excluding special items, for the quarterly periods ended December 31, 2024, September 29, 2024 and December 31, 2023, and the twelve month periods ended December 31, 2024 and December 31, 2023 and a reconciliation to reported earnings per share for such periods. The Company's management believes these non-GAAP measures provide meaningful supplemental information regarding its performance as inclusion of such special items are not indicative of the ongoing operating results and thereby affect the comparability of results between periods. The Company believes inclusion of these non-GAAP measures also provides consistency in its financial reporting and facilitates investors' understanding of historic operating trends.

			(millions of dollars)	Quarter Ended									Twelve Months Ended
				Dec. 31, 2024			Sep. 29, 2024			Dec. 31, 2023			Dec. 31, 2024			Dec. 31, 2023
				Dec. 31, 2024			Sep. 29, 2024			Dec. 31, 2023			Dec. 31, 2024			Dec. 31, 2023
			Net income attributable to MTI	$	54.0		$	46.7		$	39.8		$	167.1		$	84.1
			% of sales		10.4	%		8.9	%		7.6	%		7.9	%		3.9	%

			Special items:
			Provision for credit losses		0.0			0.0			0.0			30.0			0.0
			Restructuring and other items, net		0.0			0.0			0.0			0.0			6.9
			Impairment of assets		0.0			0.0			0.0			0.0			71.7
			Acquisition-related expenses		0.0			0.0			0.0			0.0			0.3
			Debt extinguishment expenses		1.8			0.0			0.0			1.8			0.0
			Gain on sale of assets, net		(12.3	)		0.0			0.0			(12.3	)		0.0
			Litigation expenses		2.4			2.6			2.4			11.3			29.2
			Related tax effects on special items		2.3			(0.6	)		(0.5	)		0.9			(22.3	)

			Net income attributable to MTI, excluding special items	$	48.2		$	48.7		$	41.7		$	198.8		$	169.9
			% of sales		9.3	%		9.3	%		8.0	%		9.4	%		7.8	%

			Diluted earnings per share, excluding special items	$	1.50		$	1.51		$	1.28		$	6.15		$	5.21

			In the fourth quarter of 2024, the Company recorded a $12.3 million net gain on an installment sale of refractories manufacturing assets in China.
			In the second quarter of 2024, the Company recorded a $30.0 million provision for credit losses relating to the Company's committed line of credit to facilitate BMI Oldco Inc.'s (f/k/a Barretts Minerals Inc.) ("Oldco") bankruptcy proceeding. These losses are not currently tax deductible as they are treated as an equity contribution for tax purposes. The current expected credit loss may become fully deductible in a future period. The timing of such deductibility is dependent on developments in the bankruptcy proceedings.
			In the third quarter of 2023, the Company recorded a non-cash impairment of assets charge of $71.7 million associated with the Chapter 11 filing of Oldco within the Consumer & Specialties segment.
			In the second quarter of 2023, the Company initiated a restructuring and cost savings program to further streamline our cost structure as a result of organizational efficiencies gained through our 2023 resegmentation. Accordingly, the Company recorded restructuring and other charges of $6.9 million related to severance and other costs for the twelve months ended December 31, 2023.
			Included in litigation expenses for the tweleve month periods ended December 31, 2023, the Company recorded incremental litigation costs of $29.2 million to defend against, opportunistically settle and restore our reserve for claims associated with certain talc products from Oldco.

	3	)	Free cash flow is defined as cash flow from operations less capital expenditures. The following is a presentation of the Company's non-GAAP free cash flow for the quarterly periods ended December 31, 2024, September 29, 2024 and December 31, 2023, and the twelve month periods ended December 31, 2024 and December 31, 2023 and a reconciliation to cash flow from operations for such periods. The Company's management believes this non-GAAP measure provides meaningful supplemental information as management uses this measure to evaluate the Company's ability to maintain capital assets, satisfy current and future obligations, repurchase stock, pay dividends and fund future business opportunities. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain non-discretionary obligations such as debt service that are not deducted from the measure. The Company's definition of free cash flow may not be comparable to similarly titled measures reported by other companies.

				Quarter Ended									Twelve Months Ended
			(millions of dollars)	Dec. 31, 2024			Sep. 29, 2024			Dec. 31, 2023			Dec. 31, 2024			Dec. 31, 2023
				Dec. 31, 2024			Sep. 29, 2024			Dec. 31, 2023			Dec. 31, 2024			Dec. 31, 2023
			Cash flow from operations	$	70.4		$	60.0		$	95.3		$	236.4		$	233.6
			Capital expenditures		28.1			24.7			22.5			89.5			93.5
			Free cash flow	$	42.3		$	35.3		$	72.8		$	146.9		$	140.1

			Depreciation, depletion and amortization expense	$	24.3		$	23.1		$	23.5		$	94.9		$	95.0

	4	)	To supplement the Company's consolidated financial statements presented in accordance with GAAP, the following is a presentation of (i) the Company's year over year sales growth, excluding the sales of Oldco for the twelve months ended December 31, 2023, constituting a reconciliation to GAAP sales growth set forth below and (ii) the Company's year over year growth in operating income excluding special items, excluding the operating income of Oldco for the twelve months ended December 31, 2023, constituting a reconciliation to growth in operating income excluding special items (see below for a reconciliation to GAAP operating income). On October 2, 2023, Oldco filed for relief under Chapter 11 of the U.S. Bankruptcy Code and as such the results of Oldco are not included in the Company's consolidated results for the twelve months ended December 31, 2024. Oldco sales and operating income for the twelve months ended December 31, 2023 were $40.6 million and $8.4 million. The Company's management feels this non-GAAP measure provides meaningful supplemental information regarding its performance and facilitates investors' understanding of sales and operating income trends for the twelve months ended December 31, 2024.

				Year Ended December 31, 2024
				Sales			Impact of
			Year over Year Sales Growth	Growth			Oldco			Underlying
				As Reported			Deconsolidation			Sales Growth
			Specialty Additives		(5	)%		6	%		1	%
			Consumer & Specialties		(2	)%		4	%		2	%
			MTI Consolidated		(2	)%		1	%		(1	)%

				Year Ended December 31, 2024
				Adj Op Income			Impact of			Underlying
			Year over Year Operating Income Growth	Growth			Oldco			Adj Op Income
				As Reported			Deconsolidation			Growth
			Consumer & Specialties		17	%		8	%		25	%
			MTI Consolidated		13	%		3	%		16	%

	5	)	“Adjusted EBITDA” is a non-GAAP financial measure and refers to earnings before interest, taxes, depreciation and amortization (EBITDA), excluding special items. The following is a presentation of the Company's non-GAAP EBITDA and Adjusted EBITDA for the quarterly periods ended December 31, 2024, September 29, 2024 and December 31, 2023, and the twelve month periods ended December 31, 2024 and December 31, 2023, and a reconciliation to net income for such periods. The Company's management believes these non-GAAP measures provide meaningful supplemental information regarding its performance and facilitates investors' understanding of historic operating trends.

				Quarter Ended									Twelve Months Ended
			(millions of dollars)	Dec. 31, 2024			Sep. 29, 2024			Dec. 31, 2023			Dec. 31, 2024			Dec. 31, 2023
				Dec. 31, 2024			Sep. 29, 2024			Dec. 31, 2023			Dec. 31, 2024			Dec. 31, 2023

			Net income	$	54.0		$	46.7		$	39.8		$	167.1		$	84.1
			Add back:
			Depreciation, depletion and amortization		24.3			23.1			23.5			94.9			95.0
			Interest expense, net		12.6			14.0			15.2			56.4			59.2
			Equity in earnings of affiliates, net of tax		(1.5	)		(1.9	)		(1.4	)		(6.7	)		(4.3	)
			Net income attributable to non-controlling interests		0.7			1.0			1.0			3.8			4.2
			Provision for taxes on income		16.2			13.7			9.2			59.4			23.7
			EBITDA		106.3			96.6			87.3			374.9			261.9
			Add special items:
			Provision for credit losses		0.0			0.0			0.0			30.0			0.0
			Restructuring and other items, net		0.0			0.0			0.0			0.0			6.9
			Impairment of assets		0.0			0.0			0.0			0.0			71.7
			Acquisition-related expenses		0.0			0.0			0.0			0.0			0.3
			Debt extinguishment expenses		1.8			0.0			0.0			1.8			0.0
			Gain on sale of assets, net		(12.3	)		0.0			0.0			(12.3	)		0.0
			Litigation expenses		2.4			2.6			2.4			11.3			29.2
			Adjusted EBITDA	$	98.2		$	99.2		$	89.7		$	405.7		$	370.0
			% of sales		19.0	%		18.9	%		17.1	%		19.2	%		17.1	%

	6	)	The following table reflects the components of non-operating income and deductions:

			(millions of dollars)	Quarter Ended									Twelve Months Ended
				Dec. 31, 2024			Sep. 29, 2024			Dec. 31, 2023			Dec. 31, 2024			Dec. 31, 2023
				Dec. 31, 2024			Sep. 29, 2024			Dec. 31, 2023			Dec. 31, 2024			Dec. 31, 2023
			Interest income	$	1.8		$	1.4		$	1.2		$	5.7		$	3.9
			Interest expense		(14.4	)		(15.4	)		(16.4	)		(62.1	)		(63.1	)
			Foreign exchange gains (losses)		1.4			(1.8	)		(0.6	)		0.7			2.7
			Debt extinguishment expenses		(1.8	)		0.0			0.0			(1.8	)		0.0
			Other deductions		(1.7	)		(1.3	)		(2.4	)		(5.4	)		(7.6	)
			Non-operating deductions, net	$	(14.7	)	$	(17.1	)	$	(18.2	)	$	(62.9	)	$	(64.1	)


	7	)	The analyst conference call to discuss operating results for the fourth quarter is scheduled for Friday, February 7, 2025 at 11:00 am ET and will be broadcast over the Company's website (www.mineralstech.com). The broadcast will remain on the Company's website for no less than one year.


SUPPLEMENTARY DATA
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
(millions of dollars)
(unaudited)

	Quarter Ended															% Growth						Twelve Months Ended										% Growth
SALES DATA	Dec. 31, 2024		% of Total Sales			Sep. 29, 2024		% of Total Sales			Dec. 31, 2023		% of Total Sales			Prior Qtr.			Prior Year			Dec. 31, 2024		% of Total Sales			Dec. 31, 2023		% of Total Sales			Prior Year
	Dec. 31, 2024		% of Total Sales			Sep. 29, 2024		% of Total Sales			Dec. 31, 2023		% of Total Sales			Prior Qtr.			Prior Year			Dec. 31, 2024		% of Total Sales			Dec. 31, 2023		% of Total Sales			Prior Year

United States	$	264.7		51	%	$	268.3		51	%	$	269.7		51	%		(1	)%		(2	)%	$	1,089.4		51	%	$	1,144.0		53	%		(5	)%
International		253.4		49	%		256.4		49	%		254.8		49	%		(1	)%		(1	)%		1,029.1		49	%		1,025.9		47	%		0	%
Net Sales	$	518.1		100	%	$	524.7		100	%	$	524.5		100	%		(1	)%		(1	)%	$	2,118.5		100	%	$	2,169.9		100	%		(2	)%

Household & Personal Care	$	133.9		26	%	$	130.9		25	%	$	134.0		26	%		2	%		(0	)%	$	530.0		25	%	$	517.6		24	%		2	%
Specialty Additives		144.8		28	%		149.4		28	%		147.4		28	%		(3	)%		(2	)%		610.2		29	%		642.6		30	%		(5	)%
Consumer & Specialties Segment	$	278.7		54	%	$	280.3		53	%	$	281.4		54	%		(1	)%		(1	)%	$	1,140.2		54	%	$	1,160.2		54	%		(2	)%

High-Temperature Technologies	$	176.4		34	%	$	174.8		34	%	$	182.3		35	%		1	%		(3	)%	$	713.2		33	%	$	720.9		33	%		(1	)%
Environmental & Infrastructure		63.0		12	%		69.6		13	%		60.8		11	%		(9	)%		4	%		265.1		13	%		288.8		13	%		(8	)%
Engineered Solutions Segment	$	239.4		46	%	$	244.4		47	%	$	243.1		46	%		(2	)%		(2	)%	$	978.3		46	%	$	1,009.7		46	%		(3	)%

Net Sales	$	518.1		100	%	$	524.7		100	%	$	524.5		100	%		(1	)%		(1	)%	$	2,118.5		100	%	$	2,169.9		100	%		(2	)%


MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS



ASSETS

(In Millions of Dollars)
		December 31, 2024			December 31, 2023
		December 31, 2024		*	December 31, 2023		**

Current assets:
Cash & cash equivalents		$	333.1		$	317.2
Short-term investments			4.0			4.3
Accounts receivable, net			385.2			399.1
Inventories			342.1			325.4
Prepaid expenses and other current assets			66.6			53.0
Total current assets			1,131.0			1,099.0

Property, plant and equipment			2,236.6			2,190.1
Less accumulated depreciation			1,246.9			1,203.3
Net property, plant & equipment			989.7			986.8

Goodwill			913.8			913.6
Intangible assets			218.1			231.0
Other assets and deferred charges			141.3			116.2


Total assets		$	3,393.9		$	3,346.6


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Short-term debt		$	5.1		$	85.4
Current maturities of long-term debt			6.5			18.0
Accounts payable			185.5			188.7
Other current liabilities			200.6			165.2
Total current liabilities			397.7			457.3

Long-term debt			959.6			911.1
Deferred income taxes			130.5			139.3
Other non-current liabilities			122.9			152.2
Total liabilities			1,610.7			1,659.9

Total MTI shareholders' equity			1,747.0			1,652.0
Non-controlling Interests			36.2			34.7
Total shareholders' equity			1,783.2			1,686.7

Total liabilities and shareholders' equity		$	3,393.9		$	3,346.6


*	Unaudited
**	Condensed from audited financial statements.

	EXHIBIT 99.1
	News Release