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MINERALS TECHNOLOGIES INC

For the period ended Sep 29, 2024. Filed Oct 25, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 29, 2024 · Filed Oct 25, 2024

MTX$61.63-1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-07-26.

0000891014-24-000089

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-29; filed 2024-10-25.

0000891014-24-000116

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 93 previous paragraphs and 94 current paragraphs.

46 unchanged; 35 reworded; 12 added; 10 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 28 previous and 30 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

The Company recorded litigation expensesin connection with Oldco's bankruptcy filing of $2.6 million during the three-months ended September 29, 2024. In the third quarter of 2023, the Company recorded a $71.7 million non-cash impairment of assets charge related to Oldco's fixed assets within the Consumer & Specialties segment associated with Oldco's bankruptcy filing. The Company also recorded litigation expenses of $12.9 million during the three months ended October 1, 2023, in connection with Oldco's bankruptcy filing and by Oldco to defend against and restore its reserve for claims associated with certain talc products.

Current report

Provision for taxes on income was $13.7 million, as compared to a tax benefit of $(3.5) million in the prior year. The effective tax rate was 23.0%, as compared with a tax benefit in the prior year. The higher tax rate was primarily due to the benefit recorded on the non-cash impairment of assets in the prior year.

Current report

Income (loss) from operations was $41.7 million, as compared to $(46.6) million in the prior year. Included in the third quarter of 2023, are a non-cash impairment of assets charge of $71.7 million and litigation expenses of $12.9 million in connection with Oldco's bankruptcy filing and by Oldco to defend against and restore its reserve for claims associated with certain talc products.

Current report

Income from operations was $38.8 million and 15.9% of sales as compared with $40.6 million and 15.8% of sales in the prior year as the impact from lower volumes was mitigated by improved input costs and pricing.

Current report

Nine months ended September 29, 2024 as compared with nine months ended October 1, 2023

Current report

In the second quarter of 2024, the Company recorded a $30.0 million provision for credit loss in connection with the DIP Credit Agreement. In addition, during the nine months ended September 29, 2024, the Company recorded litigation expenses of $8.9 million in connection with Oldco's bankruptcy filing.

Current report

In addition, operating income during the nine months ended September 29, 2024 includes $8.9 million of litigation expenses in connection with Oldco's bankruptcy filing. Operating income during the nine months ended October 1, 2023 includes $26.8 million of litigation expenses in connection with Oldco's bankruptcy filing and by Oldco to defend against and restore its reserve for claims associated with certain talc products and $6.9 million of restructuring charges.

Current report

Income from operations was $127.6 million and 14.8% of sales as compared to $5.0 million and 0.6% of sales in the prior year. Included in income from operations for the nine months ended October 1, 2023 are a $71.7 million non-cash impairment of assets charge related to Oldco's fixed assets and litigation expenses of $26.8 million in connection with Oldco's bankruptcy filing and by Oldco to defend against and restore its reserve for claims associated with certain talc product.

Current report

On October 16, 2024, the Company's Board of Directors declared a regular quarterly dividend on its common stock of $0.11 per share. No dividend will be payable unless declared by the Board and unless funds are legally available for payment thereof.
Removed paragraphs (10)

Previous report

Net income attributable to MTI shareholders was $19.7 million for the three months ended June 30, 2024, as compared with $26.6 million in the prior year.

Previous report

Income from operations was $43.9 million and represented 15.4% of sales, as compared to $19.4 million in the prior year and 6.7% of sales. The segment's improved performance was the result of volume growth, productivity improvement, pricing and cost control. Included in income from operations in the prior year were litigation expenses of $13.9 million and restructuring charges of $0.6 million.

Previous report

Income from operations was $44.7 million and 17.4% of sales as compared with $35.2 million and 13.5% of sales in the prior year driven by strong operating performance in High-Temperature Technologies. Included in income from operations for the three months ended July 2, 2023 are $3.2 million of restructuring expenses.

Previous report

Six months ended June 30, 2024 as compared with six months ended July 2, 2023

Previous report

In the second quarter of 2024, the Company recorded a $30.0 million provision for credit loss in connection with the DIP Credit Agreement. During the six months ended June 30, 2024 and July 2, 2023, the Company recorded litigation expense of $6.3 million and $13.9 million, respectively, in connection with Oldco's bankruptcy proceedings.

Previous report

Income from operations was $85.9 million and 14.8% of sales as compared to $51.6 million and 8.8% of sales in the prior year. Included in income from operations for the six months ended July 2, 2023 are litigation expenses of $13.9 and $0.6 million of restructuring charges.
Reworded paragraphs (35)

Previous wording

Our consolidated sales for the second quarter of 2024 were $541.2 million, a decrease of 2% as compared with $551.5 million in the prior year. Income from operations was $50.6 million, as compared with $49.9 million in the prior year. Included in income from operations for the second quarter of 2024 was $4.2 million of litigation expenses incurred in connection with the bankruptcy of the Company's subsidiaries, BMI Oldco Inc. (f/k/a Barretts Minerals Inc.) ("Oldco") and Barretts Ventures Texas LLC ("BVT" and together with Oldco, the "Chapter 11 Debtors"). In addition, in the second quarter of 2024, the Company entered into a Debtor-in-Possession Credit Agreement with Oldco (the “DIP Credit Agreement”). The DIP Credit Agreement provides for a delayed draw term loan facility pursuant to which Oldco may borrow funds from the Company up to a maximum aggregate principal amount of $30 million (plus amounts in respect of accrued interest capitalized thereon). The Company recorded a provision for credit loss of $30 million in connection with the DIP Credit Agreement in the second quarter of 2024.

Current wording

Our consolidated sales for the third quarter of 2024 were $524.7 million, a decrease of 4% as compared with $547.8 million in the prior year. Income (loss) from operations was $76.6 million, as compared with $(7.9) million in the prior year. Included in income from operations for the third quarter of 2024 was $2.6 million of litigation expenses incurred in connection with the bankruptcy of the Company's subsidiaries, BMI Oldco Inc. (f/k/a Barretts Minerals Inc.) ("Oldco") and Barretts Ventures Texas LLC ("BVT" and together with Oldco, the "Chapter 11 Debtors"). Included in loss from operations for the third quarter of 2023 was a non-cash impairment charge of $71.7 million for Oldco's fixed assets and $12.9 million of litigation expenses in connection with Oldco's bankruptcy filing and by Oldco to defend against and restore its reserve for claims associated with certain talc products.

Previous wording

Net income was $19.7 million, as compared to $26.6 million in the second quarter of 2023. Diluted earnings in the second quarter ended June 30, 2024 were $0.61 per share, as compared with $0.82 per share in the second quarter of 2023.

Current wording

Net income (loss) was $46.7 million, as compared to $(19.2) million in the third quarter of 2023. Diluted earnings (loss) in the third quarter ended September 29, 2024 were $1.45 per share, as compared with $(0.59) per share in the third quarter of 2023.

Previous wording

Our balance sheet continues to be strong. Cash, cash equivalents and short-term investments were $316.4 million as of June 30, 2024 and the Company had more than $500 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. Cash, cash equivalents and short-term investments were $324.5 million as of September 29, 2024 and the Company had more than $500 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

Worldwide net sales decreased 2% to $541.2 million in the second quarter from $551.5 million in the prior year. Included in sales from the prior year were $13.7 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023.

Current wording

Worldwide net sales decreased 4% to $524.7 million in the third quarter from $547.8 million in the prior year. Included in sales from the prior year were $13.8 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023 and primarily impacted sales in the United States.

Previous wording

Net sales in the United States were $281.3 million in the second quarter of 2024, as compared to $294.7 million in the prior year, a decrease of 5%. International sales increased 1% to $259.9 million from $256.8 million in the prior year.

Current wording

Net sales in the United States were $268.3 million in the third quarter of 2024, as compared to $291.6 million in the prior year, a decrease of 8%. International sales increased slightly to $256.4 million from $256.2 million in the prior year.

Previous wording

Cost of sales was $397.3 million and represented 73.4% of sales for the three month period ended June 30, 2024, as compared with $423.5 million and 76.8% of sales in the prior year. Production margin increased from 23.2% of sales in the prior year to 26.6% of sales in the second quarter of 2024. This increase was primarily due to price and cost management as well as productivity improvements.

Current wording

Cost of sales was $389.5 million and represented 74.2% of sales for the three month period ended September 29, 2024, as compared with $414.7 million and 75.7% of sales in the prior year. Production margin increased from 24.3% of sales in the prior year to 25.8% of sales in the third quarter of 2024. This increase was primarily due to price and cost management as well as productivity improvements.

Previous wording

Marketing and administrative costs were $106.3 million and 9.9% of sales for the six months ended June 30, 2024, as compared to $104.1 million and 9.5% of sales in the prior year.

Current wording

Marketing and administrative costs were $50.1 million and 9.5% of sales for the three months ended September 29, 2024, as compared to $50.9 million and 9.3% of sales in the prior year.

Previous wording

Research and development expenses were $5.8 million and represented 1.1% of sales for the three months ended June 30, 2024, as compared with $5.6 million and 1.0% of sales in the prior year.

Current wording

Research and development expenses were $5.9 million and represented 1.1% of sales for the three months ended September 29, 2024, as compared with $5.2 million and 0.9% of sales in the prior year.

Previous wording

The Company recorded income from operations of $50.6 million as compared to $49.9 million in the prior year. Operating income during the three months ended June 30, 2024 includes a $30.0 million provision for credit loss in connection with the DIP Credit Agreement. In addition, the Company recorded litigation expenses of $4.2 million and $13.9 million in connection with Oldco's bankruptcy proceedings during the three months ended June 30, 2024 and July 2, 2023, respectively.

Current wording

The Company recorded income (loss) from operations of $76.6 million as compared to $(7.9) million in the prior year. Operating income (loss) includes litigation expenses in connection with Oldco's bankruptcy filing of $2.6 million during the three months ended September 29, 2024. In addition, operating income (loss) for the three months ended October 1, 2023 includes a $71.7 million non-cash impairment of assets charge related to Oldco's fixed assets within the Consumer & Specialties segment associated with the bankruptcy filing. The Company also recorded litigation expenses of $12.9 million during the three months ended October 1, 2023, in connection with Oldco's bankruptcy filing and by Oldco to defend against and restore its reserve for claims associated with certain talc products.

Previous wording

In the second quarter of 2024, non-operating deductions were $16.0 million, as compared with $15.9 million in the prior year. The Company had higher interest expense in the current year resulting from higher interest rates. Included in other non-operating deductions in the second quarter of 2024 was net interest expense of $14.9 million, as compared to $14.5 million in the second quarter of the prior year.

Current wording

In the third quarter of 2024, non-operating deductions were $17.1 million, as compared with $14.7 million in the prior year. Included in other non-operating deductions in the third quarter of 2024 was net interest expense of $14.0 million, as compared to $15.3 million in the third quarter of the prior year.

Current wording

Net income attributable to MTI shareholders was $46.7 million for the three months ended September 29, 2024, as compared with a loss of $19.2 million in the prior year.

Previous wording

Net sales in the Consumer & Specialties segment was $284.3 million for the three months ended June 30, 2024, as compared with $290.3 million in the prior year. Household & Personal Care sales increased 1% to $126.8 million, as compared with $125.5 million in the prior year. Growth in several consumer-oriented products offset temporary lower volumes in pet care products. Sales in Specialty Additives decreased $7.3 million, or 4% as compared with prior year. Included in sales from the prior year were $13.7 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023.

Current wording

Net sales in the Consumer & Specialties segment was $280.3 million for the three months ended September 29, 2024, as compared with $291.2 million in the prior year. Household & Personal Care sales increased 2% to $130.9 million, as compared with $128.9 million in the prior year driven by sales in pet care and other consumer-oriented products. Sales in Specialty Additives decreased $12.9 million, or 8% as compared with prior year. Included in sales from the prior year were $13.8 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023.

Previous wording

Net sales in the Engineered Solutions segment decreased 2% to $256.9 million from $261.2 million in the prior year. High-Temperature Technologies sales increased 1% to $184.7 million, as compared with $182.6 in the prior year. Environmental & Infrastructure sales decreased 8% to $72.2 million, as compared with $78.6 million in the prior year due to slow commercial construction market combined with lower environmental project work.

Current wording

Net sales in the Engineered Solutions segment decreased 5% to $244.4 million from $256.6 million in the prior year. High-Temperature Technologies sales decreased 1% to $174.8 million, as compared with $177.4 million in the prior year due to softer demand in some industrial end markets. Environmental & Infrastructure sales decreased 12% to $69.6 million, as compared with $79.2 million in the prior year due to continued weakness in commercial construction markets and large-scale environmental project activity.

Previous wording

Total sales decreased 2% from the previous year to $1,075.7 million. Included in sales from the prior year were $26.8 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023. Net sales in the United States decreased to $556.4 million from $582.7 million in the prior year. International sales increased by 1% to $519.3 million from $514.9 million in the prior year.

Current wording

Total sales decreased 3% from the previous year to $1,600.4 million. Included in sales from the prior year were $40.6 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023 and primarily impacted sales in the United States. Net sales in the United States decreased 6% to $824.7 million from $874.3 million in the prior year. International sales increased by 1% to $775.7 million from $771.1 million in the prior year.

Previous wording

Cost of sales decreased 6% from the prior year and was 74.0% of sales, as compared with 77.3% in the prior year. Gross margin increased to 26.0% of sales as compared with 22.7% of sales in the prior year. This increase was primarily due to price and cost management as well as productivity improvements.

Current wording

Cost of sales decreased 6% from the prior year and was 74.1% of sales, as compared with 76.8% in the prior year. Gross margin increased to 25.9% of sales as compared with 23.2% of sales in the prior year. This increase was primarily due to price and cost management as well as productivity improvements.

Previous wording

Marketing and administrative costs were $53.3 million and 9.8% of sales for the three months ended June 30, 2024, as compared to $51.8 million and 9.4% of sales in the prior year.

Current wording

Marketing and administrative costs were $156.4 million and 9.8% of sales for the nine months ended September 29, 2024, as compared to $155.0 million and 9.4% of sales in the prior year.

Previous wording

Research and development expenses were $11.4 million and represented 1.1% of sales for the six months ended June 30, 2024, as compared with $10.9 million and 1.0% of sales in the prior year.

Current wording

Research and development expenses were $17.3 million and represented 1.1% of sales for the nine months ended September 29, 2024, as compared with $16.1 million and 1.0% of sales in the prior year.

Previous wording

In the second quarter of 2024, the Company recorded a $30.0 million provision for credit loss in connection with the DIP Credit Agreement. In addition, the Company recorded litigation expenses of $4.2 million and $13.9 million in connection with Oldco's bankruptcy proceedings during the three months ended June 30, 2024 and July 2, 2023, respectively. In the second quarter of 2023, the Company recorded $6.6 million of restructuring and other charges to streamline our cost structure as a result of the organizational efficiencies gained from the resegmentation.

Current wording

In the third quarter of 2023, the Company recorded a $71.7 million non-cash impairment of assets charge related to Oldco's fixed assets within the Consumer & Specialties segment associated with the bankruptcy filing. During the nine months ended October 1, 2023, the Company recorded litigation expenses of $26.8 million in connection with Oldco's bankruptcy filing and by Oldco to defend against and restore its reserve for claims associated with certain talc products. In addition, the Company recorded $6.9 million of restructuring and other charges for the nine months ended October 1, 2023 to streamline our cost structure as a result of the organizational efficiencies gained from the Company's 2023 resegmentation.

Previous wording

The Company recorded income from operations of $125.8 million for the six months ended June 30, 2024, as compared to $112.9 million in the prior year. Operating income was 11.7% and 10.3% of sales for the six months ended June 30, 2024 and July 2, 2023, respectively. Operating income includes a $30.0 million charge related to a provision for credit losses in connection with the DIP Credit Agreement during the six months ended June 30, 2024. In addition, operating income during the six months ended June 30, 2024 and July 2, 2023 includes $6.3 million and $13.9 million of litigation expenses, respectively. Operating income also includes $6.6 million of restructuring charges during the six months ended July 2, 2023.

Current wording

The Company recorded income from operations of $202.4 million for the nine months ended September 29, 2024, as compared to $105.0 million in the prior year. Operating income was 12.6% and 6.4% of sales for the nine months ended September 29, 2024 and October 1, 2023, respectively. Operating income includes a $30.0 million charge related to a provision for credit losses in connection with the DIP Credit Agreement during the nine months ended September 29, 2024.

Previous wording

The Company recorded non-operating deductions of $31.1 million for the six months ended June 30, 2024, as compared with $31.2 million in the prior year. Included in non-operating deductions for the six months ended June 30, 2024 is $29.8 million of net interest expense. Included in non-operating deductions for the six months ended July 2, 2023 was $28.7 million of net interest expense.

Current wording

The Company recorded non-operating deductions of $48.2 million for the nine months ended September 29, 2024, as compared with $45.9 million in the prior year. Included in non-operating deductions for the nine months ended September 29, 2024 is $43.8 million of net interest expense. Included in non-operating deductions for the nine months ended October 1, 2023 was $44.0 million of net interest expense.

Previous wording

Provision for taxes was $29.5 million as compared to $18.0 million in the prior year. The effective tax rate was 31.2% as compared to 22.0% in the prior year. The higher tax rate was primarily due to the current expected credit loss in connection with the DIP Credit Agreement. Such credit loss is not currently deductible as the DIP Credit Agreement is being 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.

Current wording

Provision for taxes was $43.2 million as compared to $14.5 million in the prior year. The effective tax rate was 28.0% as compared to 24.5% in the prior year. The higher tax rate was primarily due to the benefit recorded on the non-cash impairment of assets charge in the prior year and the impact in the current year of the expected credit loss in connection with the DIP Credit Agreement. Such credit loss is not currently deductible as the DIP Credit Agreement is being 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.

Previous wording

Consolidated net income was $66.4 million during the six months ended June 30, 2024, as compared with $63.6 million in the prior year.

Current wording

Consolidated net income was $113.1 million during the nine months ended September 29, 2024, as compared with $44.4 million in the prior year.

Previous wording

Net sales in the Consumer & Specialties segment decreased 1% to $581.2 million from $587.6 million in the prior year. Household & Personal Care sales increased 4% to $265.2 as compared to $254.7 million in the prior yearon continued strong demand for our pet litter products as well as growth in other high-margin consumer-oriented products. Sales in Specialty Additives decreased 5% to $316.0 million as compared to $332.9 million in the prior year. Included in Specialty Additives' sales from the prior year were $26.8 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023.

Current wording

Net sales in the Consumer & Specialties segment decreased 2% to $861.5 million from $878.8 million in the prior year. Household & Personal Care sales increased 3% to $396.1 million as compared to $383.6 million in the prior yearon continued strong demand for our pet litter products as well as growth in other high-margin consumer-oriented products. Sales in Specialty Additives decreased 6% to $465.4 million as compared to $495.2 million in the prior year. Included in Specialty Additives' sales from the prior year were $40.6 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023.

Previous wording

Worldwide sales in the Engineered Solutions segment decreased to $494.5 million from $510.0 million in the prior year. High-Temperature sales remained flat at $362.0 million as compared to $361.2 million in the prior year. Environmental & Infrastructure sales decreased 11% to $132.5 million from $148.8 million in the prior year driven by slow commercial construction markets combined with lower environmental project work.

Current wording

Worldwide sales in the Engineered Solutions segment decreased to $738.9 million from $766.6 million in the prior year. High-Temperature Technologies' sales remained flat at $536.8 million as compared to $538.6 million in the prior year. Environmental & Infrastructure sales decreased 11% to $202.1 million from $228.0 million in the prior yeardue to continued weakness in commercial construction markets and large-scale environmental project activity.

Previous wording

Income from operations was $83.2 million and 16.8% of net sales as compared to $70.5 million and 13.8% of sales in the prior year. Included in income from operations for the six months ended July 2, 2023 are $3.2 million of restructuring expenses.

Current wording

Income from operations was $122.0 million and 16.5% of net sales as compared to $111.1 million and 14.5% of sales in the prior year. Included in income from operations for the nine months ended October 1, 2023 are $3.2 million of restructuring expenses.

Previous wording

Cash provided from operations during the six months ended June 30, 2024, was approximately $106.0 million. Cash flows provided from operations during the first three months of 2024 were principally used to fund capital expenditures, repay debt, repurchase shares, and to pay the Company’s dividend to common shareholders. The aggregate maturities of long-term debt are as follows: remainder of 2024 - $10.8 million; 2025 - $31.7 million; 2026 - $41.9 million; 2027 - $443.7 million; 2028 - $400.0 million; thereafter - $0.0 million.

Current wording

Cash provided from operations during the nine months ended September 29, 2024, was approximately $166.0 million. Cash flows provided from operations during the first nine months of 2024 were principally used to fund capital expenditures, repay debt, repurchase shares, and to pay the Company’s dividend to common shareholders. The aggregate maturities of long-term debt are as follows: remainder of 2024 - $10.8 million; 2025 - $31.7 million; 2026 - $41.9 million; 2027 - $443.7 million; 2028 - $400.0 million; thereafter - $0.0 million.

Previous wording

As of June 30, 2024, there were $69.0 million in loans and $9.1 million in letters of credit outstanding under the Revolving Facility.

Current wording

As of September 29, 2024, there were $60.0 million in loans and $9.2 million in letters of credit outstanding under the Revolving Facility.

Previous wording

As of June 30, 2024, the Company had $25.2 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.

Current wording

As of September 29, 2024, the Company had $25.5 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.

Previous wording

We anticipate that capital expenditures for 2024 should be between $90 million and $100 million, principally related to opportunities to improve our operations and meet our strategic growth objectives.

Current wording

We anticipate that capital expenditures for 2024 should be about $90 million, principally related to opportunities to improve our operations and meet our strategic growth objectives.

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 June 30, 2024 is an asset of $1.9 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 September 29, 2024 is a liability of $0.9 million.

Previous wording

On October 18, 2023, the Company’s Board of Directors authorized the Company’s management to repurchase, at its discretion, up to $75 million of the Company’s shares over a one-year period. As of June 30, 2024, 692,422 shares have been repurchased under this program for $48.8 million, or an average price of approximately $70.48 per share.

Current wording

On October 18, 2023, the Company’s Board of Directors authorized the Company’s management to repurchase, at its discretion, up to $75 million of the Company’s shares over a one-year period. As of September 29, 2024, 990,510 shares have been repurchased under this program for $71.6 million, or an average price of approximately $72.30 per share. This program has been completed in October 2024.

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 six months ended June 30, 2024, 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 postretirement benefit plans. During the nine months ended September 29, 2024, 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 six 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. 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 the DIP Credit Agreement. The DIP Credit Agreement provides for a delayed draw term loan facility pursuant to which Oldco may borrow funds from the Company up to a maximum aggregate principal amount of $30 million (plus amounts in respect of accrued interest capitalized thereon). The Company recorded a provision for credit loss of $30 million in connection with the DIP Credit Agreement in the second quarter of 2024. Proceeds of the sale of Oldco's talc assets, as well as the funds drawn by Oldco under the DIP Credit Agreement, will be used to fund the Chapter 11 Cases. 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. 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 filing or continued prosecution of all talc-related claims against Oldco’s non-debtor affiliates is temporarily stayed through August 21, 2024 (subject to further extensions), the date on which a hearing is scheduled on the status of the Chapter 11 Cases. 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 the form of any ultimate resolution or when an ultimate resolution might occur at this time. Accordingly, 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 cannot be estimated with certainty at this time. See Note 13 to the Condensed Consolidat…

Excerpt shortened here; the source contains the full paragraph.

Current wording

The Company and certain of the Company’s subsidiaries are among numerous defendants in over six 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. 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. Proceeds of the sale of Oldco's talc assets, as well as the funds drawn by Oldco under the DIP Credit Agreement, will be used to fund the Chapter 11 Cases. 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. In January 2024, the Chapter 11 Debtors and Minerals Technologies Inc. commenced a court-approved mediation process with the Official Committee of Unsecured Creditors (appointed in the Chapter 11 Cases as the representative of current talc claimants) and the Future Claimants Representative (appointed in the Chapter 11 Cases as the representative of future talc claimants) regarding the terms of a potential consensual plan of reorganization and the ultimate amount to be contributed to any trust. The mediation process is ongoing, and was recently extended through December 11, 2024 (subject to further extensions). 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 filing or continued prosecution of all talc-related claims against Oldco’s non-debtor affiliates is temporarily stayed through December 11, 2024 (subject to further extensions), the date on which a hearing is scheduled on the status of the Chapter 11 Cases. 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 t…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

In November 2023, the FASB issued ASU 2024-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires entities to report incremental information about significant segment expenses included in a segment’s profit or loss measure, as well as the name and title of the chief operating decision maker. The guidance also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually. 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 financial statements.

Current wording

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires entities to report incremental information about significant segment expenses included in a segment’s profit or loss measure, as well as the name and title of the chief operating decision maker. The guidance also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2023. The adoption of this standard is not expected to have a material impact on the Company’s financial statements.

Previous wording

In December 2023, the FASB issued ASU 2024-09, “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 financial statements.

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 annual periods beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s financial statements.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Provision for taxes on income was $15.6 million, as compared to $7.5 million in the prior year. The effective tax rate was 45.1%, as compared with 22.1% in the prior year. The higher tax rate was primarily due to the expected credit loss in connection with the DIP Credit Agreement. Such credit loss is not currently deductible as the DIP Credit Agreement is being 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.

Previous report — wording carried elsewhere

The Company recorded $6.6 million of restructuring and other charges for the six months ended July 2, 2023 to streamline our cost structure as a result of the organizational efficiencies gained from the Company's 2023 resegmentation.