What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-03 · 128 added, 83 removed, 506 unchanged (29% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in millions, except share and per share amounts)

4 unchanged sentences

Operating profit

Other loss, net

Other income, net

Interest expense

1 unchanged sentence

Income tax provision

Net income attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests

Net income attributable to Koppers

Earnings per common share attributable to Koppers common shareholders:

Earnings per common share attributable to Koppers

common shareholders:

Weighted average shares outstanding (in thousands):

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in millions)

1 unchanged sentence

Currency translation adjustment

Cash flow hedges, net of tax expense of $ 2.8 and $ 1.9

Pension adjustments, net of tax expense of $ 0.1 and $ 0.1

Cash flow hedges, net of tax of

$( 1.3 ), $ 1.5 , $( 4.0 ) and $( 0.4 )

Pension adjustments, net of tax of

$ 0.1 , $ 0.0 , $ 0.1 and $ 0.1

Comprehensive income

Comprehensive income attributable to noncontrolling interests

Comprehensive income (loss) attributable to

noncontrolling interests

Comprehensive income attributable to Koppers

42 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(Dollars in millions)

5 unchanged sentences

Non-cash interest expense

Loss (gain) on sale of assets

(Gain) on sale of assets

Insurance proceeds

6 unchanged sentences

Other working capital

Net cash (used in) operating activities

Net cash provided by (used in) operating activities

Cash (used in) provided by investing activities:

6 unchanged sentences

Repayments of credit facility

Borrowings of long-term debt

Repayments of long-term debt

11 unchanged sentences

Accrued capital expenditures

Acquisition non-cash consideration

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in millions, except per share amounts)

8 unchanged sentences

Net income attributable to Koppers

Common Stock dividends ($ 0.07 and $ 0.06 per share)

Common Stock dividends

($ 0.07 , $ 0.06 , $ 0.14 and $ 0.12 per share)

Balance at end of period

10 unchanged sentences

Balance at beginning of period

Net income attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests

Currency translation adjustment

Balance at end of period

1 unchanged sentence

Total equity – end of period

(1) Amounts reclassified from accumulated other comprehensive income to net income related to derivative financial instruments, net of tax, were $ 1.1 million and $ 1.7 million during the three months ended March 31, 2024 and 2023 , respectively.

(1) Amounts reclassified from accumulated other comprehensive income to net income related to derivative financial instruments, net of tax, were $ 5.2 million and $ 0.6 million during the three months ended June 30, 2024 and 2023, respectively, and $ 6.3 million and $ 2.3 million during the six months ended June 30, 2024 and 2023 , respectively.

(2) Amounts reclassified from accumulated other comprehensive income to net income consist of amounts shown for pension adjustments.

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Basis of Presentation

Basis of Presentation and New Accounting Pronouncements

The accompanying unaudited condensed consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.

6 unchanged sentences

The financial information included herein should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

14 unchanged sentences

We are currently evaluating this ASU to determine its impact on our disclosures.

On April 1, 2024, we completed our acquisition of substantially all of the assets of Brown Wood Preserving Company, Inc.

and certain of its affiliates (Brown Wood) for approximately $ 100 million in cash, subject to a post-closing working capital adjustment to be determined.

We financed the acquisition with cash and available borrowings under our Credit Facility (as defined in Note 11 – Debt).

Brown Wood is a utility pole treating business with principal operating locations in Alabama and Mississippi.

The business we acquired, as well as the sales function, has been operationally integrated into our existing network of utility pole plants and distribution yards.

We believe the acquisition, which is included in our RUPS segment, increased our presence in existing markets and offers an attractive entry point to new geographic markets for our utility pole business.

Transaction costs, revenue and profit related to the acquisition were not material for the three months ended June 30, 2024.

We accounted for the transaction as a business combination.

The following table summarizes the preliminary purchase price and estimated fair value of assets acquired and liabilities assumed as of April 1, 2024.

Certain information necessary to complete the purchase price allocation is not yet available, including, but not limited to, final appraisals of assets acquired and liabilities assumed.

We expect to finalize the purchase price allocation once we have received all necessary information, at which time the value of the assets acquired and liabilities assumed will be revised, if necessary.

Accordingly, the unaudited condensed consolidated financial statements include a preliminary fair value determination based on assumptions and estimates that, while considered reasonable, are subject to changes, which may be material.

(Dollars in millions)

Cash consideration (1)

Accounts receivable

Property, plant and equipment

Customer relationship intangible assets

Operating lease right-of-use assets

Fair value of assets acquired

Accounts payable and accrued liabilities

Current operating lease liabilities

Operating lease liabilities

Fair value of liabilities assumed

(1) The difference between total cash consideration and cash paid on the condensed consolidated statement of cash flows relates to the settlement of pre-existing relationships with our PC segment and Brown Wood, as the settlement was deemed additional consideration.

The customer relationship intangible assets have a useful life of 15 years and are amortized on a straight-line basis .

Goodwill has been allocated to the Company’s RUPS segment.

The Company expects the goodwill recognized will be deductible for tax purposes.

Recognized goodwill is attributable to the expected synergies and other intangible assets that do not qualify for separate recognition.

Fair Value Measurements

The following table presents the estimated fair values and the related carrying amounts of our financial instruments:

March 31, 2024

June 30, 2024

December 31, 2023

7 unchanged sentences

Debt – The fair value of our long-term debt is estimated based on the market prices for the same or similar issuances or on the current rates offered to us for debt of the same remaining maturities (Level 2).

The fair value of our Credit Facility (as defined in Note 11 – Debt) approximates carrying value due to the variable rate nature of this instrument.

The fair value of our Credit Facility approximates carrying value due to the variable rate nature of this instrument.

See Note 12 – Derivative Financial Instruments, for the fair value of our derivative financial instruments.

The following table presents changes in common stock and treasury stock:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Shares in thousands)

10 unchanged sentences

The following table sets forth the computation of basic and diluted earnings per common share:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in millions, except share and per share amounts)

Net income attributable to Koppers

Weighted average common shares outstanding (in thousands):

Weighted average common shares outstanding

(in thousands):

Effect of dilutive securities

Earnings per common share:

Antidilutive securities excluded from computation of diluted earnings per common share

On May 2, 2024 , we declared a quarterly dividend of $ 0.07 per common share, payable on June 10, 2024 to shareholders of record as of May 24, 2024 .

Antidilutive securities excluded from computation

of diluted earnings per common share

On August 8, 2024 , we declared a quarterly dividend of $ 0.07 per common share, payable on September 16, 2024 to shareholders of record as of August 30, 2024 .

Stock-based Compensation

8 unchanged sentences

If minimum performance criteria are not achieved, no performance stock units will vest.

For the awards granted in January 2024 , target shares for units with a market condition totaled 56,796 and target shares for units with a performance condition totaled 125,399 .

For the awards granted in January 2024, target shares for units with a market condition totaled 56,796 a nd target shares for units with a performance condition tota led 125,174 .

We calculated the fair value of the restricted stock units and performance stock units with a performance condition using the market price of the underlying common stock on the date of grant.

12 unchanged sentences

Credited from dividends

Non-vested at March 31, 2024

Non-vested at June 30, 2024

The following table shows a summary of the status and activity of stock options:

6 unchanged sentences

Outstanding at December 31, 2023

Outstanding at March 31, 2024

Exercisable at March 31, 2024

Outstanding at June 30, 2024

Exercisable at June 30, 2024

The following table presents total stock-based compensation expense recognized in the condensed consolidated statement of operations:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in millions)

9 unchanged sentences

Railroad products and services include procuring and treating items such as crossties, switch ties and various types of lumber used for railroad bridges and crossings.

Utility products include the pressure treatment of transmission and distribution poles for electric and telephone utilities.

Utility products include the pressure treatment of transmission and distribution poles for electric, telephone and broadband utilities.

In addition, we provide untreated wood products and rail joint bars, which are steel bars used to join rails together for railroads, to the railroad markets and inspection services to the utility markets.

We also operate a railroad services business that conducts engineering, design, repair and inspection services for railroad bridges and a business related to the recovery of used crossties, serving the same customer base as our North American railroad business.

Our PC segment develops, manufactures, and markets wood preservation chemicals and wood treatment technologies and services to a diverse range of end-markets including residential, infrastructure and commercial construction, and agriculture.

Our PC segment develops, manufactures, and markets wood preservation chemicals and wood treatment technologies and services to a diverse range of end-markets including residential, industrial, commercial construction and agricultural applications.

Our CMC segment is primarily a manufacturer of creosote, carbon pitch, naphthalene, phthalic anhydride and carbon black feedstock.

13 unchanged sentences

The timing of revenue recognition results in both billed accounts receivable and unbilled receivables, both classified as accounts receivable, net of allowance within the condensed consolidated balance sheet.

Contract assets of $ 5.1 million and $ 7.8 million are recorded within accounts receivable, net of allowance within the condensed consolidated balance sheet as of March 31, 2024 and December 31, 2023, respectively.

Contract assets of $ 3.0 million and $ 7.8 million are recorded within accounts receivable, net of allowance within the condensed consolidated balance sheet as of June 30, 2024 and December 31, 2023, respectively.

The following table sets forth revenues for significant product lines, net of all intersegment transactions, for our segments:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in millions)

17 unchanged sentences

The following table sets forth certain operating data, net of all intersegment transactions, for our segments:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in millions)

7 unchanged sentences

Carbon Materials and Chemicals

Items excluded from the determination of segment profit:

Items excluded from the determination of

segment profit:

LIFO expense (1)

Impairment, restructuring and plant closure costs

Gain on sale of assets

Mark-to-market commodity hedging gains

Acquisition inventory step-up amortization

Interest expense

10 unchanged sentences

Performance Chemicals

(1) See Note 2 - Acquisition for increase in goodwill due to business acquisition.

Effective Tax Rate

12 unchanged sentences

Estimated annual effective income tax rate

Income taxes as a percentage of pretax income were 25.3 percent and 27.4 percent for the three months ended March 31, 2024 and 2023, respectively.

Both periods were lower than the estimated annual effective income tax rate of 28.3 percent and 28.4 percent due to discrete items, principally an excess tax deduction for vested stock awards.

Income taxes as a percentage of pretax income were 27.6 percent and 26.8 percent for the three and six months ended June 30, 2024, and 28.9 percent and 28.1 percent for the three and six months ended June 30, 2023, respectively.

The effective income tax rates for the three and six months ended June 30, 2024 and the three months ended June 30, 2023 were slightly different than their respective estimated annual effective income tax rates due to various discrete items, which were not material in the aggregate or individually.

During the year, management regularly updates estimates of pre-tax income and income tax expense based on changes in pre-tax income projections by taxable jurisdiction, repatriation of foreign earnings, unrecognized tax benefits and other tax matters.

2 unchanged sentences

We do not expect these Pillar Two rules to materially impact our annual effective rate in 2024.

To the extent that actual results vary from these estimates, the actual annual effective income tax rate at the end of the year could be materially different from the estimated annual effective income tax rate for the three months ended March 31, 2024.

Unrecognized Tax Benefits

7 unchanged sentences

income tax examinations by tax authorities for years prior to 2017.

As of March 31, 2024 and December 31, 2023, unrecognized tax benefits of $ 1.5 million for both periods would affect the effective tax rate if recognized.

As of June 30, 2024 and December 31, 2023 , unrecognized tax benefits of $ 1.6 million and $ 1.5 million, respectively, would affect the effective tax rate if recognized.

We do not anticipate material changes to the amount of unrecognized tax benefits within the next twelve months.

7 unchanged sentences

We maintain a number of defined benefit and defined contribution plans to provide retirement benefits for employees in the United States, as well as employees outside the United States.

We are evaluating the termination of our United States qualified pension plan and are targeting the potential completion of this effort in the first quarter 2025.

We estimate that a termination will require additional cash funding of $ 25 million and will result in an estimated settlement loss of $ 40 million, before tax, subject to changes to certain assumptions including the discount rate.

We have commenced with a plan to terminate our United States qualified pension plan and are targeting the completion of this effort in the first quarter 2025.

We estimate that a termination will require additional cash funding of $ 25 million in 2025 and will result in an estimated settlement loss of $ 40 million, before tax, subject to changes to certain assumptions including the discount rate, which could have a material impact on the settlement loss.

Of the estimated settlement loss, we expect that $ 5 million, before tax, will be incurred in the fourth quarter of 2024 with the remainder being recognized in the first quarter of 2025.

In connection with the planned termination of our defined benefit pension plan in the United Kingdom, in 2021, we entered into a buy-in bulk annuity insurance policy in exchange for a premium payment of $ 67.8 million, which is subject to adjustment as a result of subsequent data cleansing activities.

3 unchanged sentences

The timing of the conversion to a buy-out policy may be impacted by a ruling from the High Court of Justice in the United Kingdom in the case of Virgin Media Limited v NTL Pension Trustees II Limited and Others related to certain amendments to UK pension plans.

This ruling is currently under appeal.

On July 25, 2024, the Court of Appeal dismissed the appeal of the ruling from the High Court of Justice.

We are currently waiting to see if there is a further appeal to the Supreme Court of the United Kingdom or if there will be legislative intervention.

The following table provides the components of net periodic benefit cost for the pension plans:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in millions)

22 unchanged sentences

and its restricted subsidiaries to meet certain financial ratios.

As of March 31, 2024, we had approximately $ 301 million of unused revolving credit availability after restrictions from certain letter of credit commitments and other covenants.

As of March 31, 2024, $ 7.8 million of commitments were utilized by outstanding letters of credit.

In April 2023, a new class of senior secured term loans under the Credit Facility (the Term Loan B) was issued at 97 percent of face value, resulting in $ 388.0 million of net proceeds, before debt financing costs.

As of June 30, 2024, we had approximately $ 277.0 million of unused revolving credit availability after restrictions from certain letter of credit commitments and other covenants.

As of June 30, 2024, $ 7.8 million of commitments were utilized by outstanding letters of credit.

In April 2023, a class of senior secured term loans under the Credit Facility (the Term Loan B) was issued at 97 percent of face value, resulting in $ 388.0 million of net proceeds, before debt financing costs.

In April 2024, the Term Loan B was upsized by issuing, at par, an additional $ 100.0 million of incremental term loans, before debt financing costs.

The interest rate on the Term Loan B is variable and is based on, at our option, adjusted Term SOFR Rate or adjusted Daily Simple SOFR.

The interest rate margins applicable to adjusted Term SOFR Rate or adjusted Daily Simple SOFR loans are 3.00 percent with a floor of 0.50 percent.

The principal balance of the Term Loan B is repayable in quarterly installments in an amount equal to 0.25 percent of the principal amount, commencing on January 1, 2024 and on the last business day of each quarterly period thereafter, with the balance due at maturity on April 10, 2030 .

The principal balance of the Term Loan B is repayable in quarterly installments on the last business day of each quarterly period in an amount equal to 0.25 percent of the principal amount, with the balance due at maturity on April 10, 2030 .

Interest Rate Swaps

See Note 12 – Derivative Financial Instruments for discussion of the interest rate swap agreements, which effectively convert the variable rate to a fixed rate for a portion of our variable rate debt.

Subsequent Events

On April 12, 2024, we entered into Amendment No.

3 to the Credit Facility (Amendment No.

3) which, among other modifications:

(i) provides for the incurrence of incremental term loans in an aggregate principal amount of $ 100 million to be used for general corporate purposes, thereby increasing the aggregate principal amount of the Term Loan B to $ 497 million as of April 12, 2024 and (ii) effectively reduces the interest rate margins applicable to the Term Loan B by 0.50 percent to 3.00 percent with a floor of 0.50 percent, in the case of adjusted Term SOFR Rate or adjusted Daily Simple SOFR loans.

See Note 12 – Derivative Financial Instruments for discussion of the interest rate swap agreements, which effectively convert a portion of our variable rate debt to a fixed rate.

Derivative Financial Instruments

We utilize derivative instruments to manage exposures to risks that have been identified, measured and are capable of being mitigated.

The primary risks that we manage by using derivative instruments are commodity price risk associated with copper, fuel oil, foreign currency exchange risk, principally the U.S.

The primary risks that we manage by using derivative instruments are commodity price risk associated with copper and fuel oil, foreign currency exchange risk, principally the U.S.

dollar, Australian dollar and British pound sterling, and interest rate risk associated with variable rate borrowings.

14 unchanged sentences

These amounts are classified in cost of sales in the consolidated statement of operations.

As of March 31, 2024 and December 31, 2023 , we had contracts totaling 1.7 million and 1.5 million gallons, respectively.

As of June 30, 2024 and December 31, 2023 , we had contracts totaling 2.8 million and 1.5 million gallons, respectively.

We enter into foreign currency forward contracts to manage foreign currency risk associated with our receivable and payable balances in addition to foreign-denominated sales.

14 unchanged sentences

Derivative contracts

Accrued liabilities

Other long-term liabilities

Net asset on balance sheet

Net asset (liability) on balance sheet

Accumulated other comprehensive gain,

10 unchanged sentences

Accumulated other comprehensive gain (loss),

Over the next twelve months , we estimate unrealized gains of $ 4.2 million for commodity price hedging as well as unrealized gains of $ 2.8 million for interest rate swaps will be reclassified from accumulated other comprehensive income into earnings.

W e estimate that unrealized gains, net of tax, for commodity price hedging and interest rate swaps of $ 6.7 million and $ 2.7 million, respectively, will be reclassified from other comprehensive income into earnings over the next twelve months .

Copper Swap Contracts

5 unchanged sentences

Contracts where hedge accounting was not

The unrealized gain from copper swaps contracts where hedge accounting was not elected is as follows:

Three Months Ended March 31,

The unrealized gain from copper swap contracts where hedge accounting was not elected is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in millions)

Gain from contracts where hedge accounting was not elected

Gain (loss) from contracts where hedge accounting

was not elected

Foreign Currency Forward Contracts

10 unchanged sentences

Coal Tar Pitch Cases .

is one of several defendants in lawsuits filed in two states in which the plaintiffs claim they suffered a variety of illnesses (including cancer) as a result of exposure to coal tar pitch sold by the defendants.

There were 51 plaintiffs in 27 cases pending as of March 31, 2024 and December 31, 2023.

As of March 31, 2024 and December 31, 2023, there were 26 cases pending in the Court of Common Pleas of Allegheny County, Pennsylvania, and one case pending in the Circuit Court of Knox County, Tennessee.

The plaintiffs in all 27 pending cases seek to recover compensatory damages.

Plaintiffs in 24 of those cases also seek to recover punitive damages.

The plaintiffs in the 26 cases filed in Pennsylvania seek unspecified damages in excess of the court’s minimum jurisdictional limit.

The plaintiff in the Tennessee state court case seeks damages of $ 15.0 million.

The other defendants in these lawsuits vary from case to case and include companies such as Beazer East, Inc.

(Beazer East), Honeywell International Inc., Graftech International Holdings, UCAR Carbon Company, Inc., and SGL Carbon Corporation.

Discovery is proceeding in these cases.

No trial dates have been set in any of these cases.

We have no t provided a reserve for the coal tar pitch lawsuits because, at this time, we cannot reasonably determine the probability of a loss, and the amount of loss, if any, cannot be reasonably estimated.

The timing of resolution of these cases cannot be reasonably determined.

Although Koppers Inc.

is vigorously defending these cases, an unfavorable resolution of these matters may have a material adverse effect on our business, financial condition, cash flows and results of operations.

is one of several defendants in lawsuits filed in the Court of Common Pleas of Allegheny County, Pennsylvania in which the plaintiffs claim they suffered a variety of illnesses (including cancer) as a result of exposure to coal tar pitch sold by the defendants and have sought compensatory and punitive damages.

There were 50 plaintiffs in 26 cases pending as of June 30, 2024.

Given the current status, we no longer consider these cases to be material.

Environmental and Other Litigation Matters

64 unchanged sentences

is a de minimis party at this site.

We have accrued the estimated costs of participating in the PRP group at the Portland Harbor and Newark Bay CERCLA sites and estimated de minimis contributor settlement amounts at the sites totaling $ 3.9 million as of March 31, 2024.

The actual cost could be materially higher as there has not been a determination of how those costs will be allocated among the PRPs at the sites.

1 unchanged sentence

There are two plant sites related to the Performance Chemicals business and one plant site related to the Utility and Industrial Products business in the United States where we have recorded environmental remediation liabilities for soil and groundwater contamination which occurred prior to our acquisition of the businesses.

As of March 31, 2024, our estimated environmental remediation liability for these acquired sites totals $ 3.8 million.

As of June 30, 2024, our estimated environmental remediation liability for these acquired sites totals $ 3.7 million.

In June 2024, Koppers Inc.

received a letter stating that the Illinois Attorney General’s Office (IL AGO) received an enforcement referral from the Illinois Environmental Protection Agency relating to certain alleged air emissions violations at our Stickney, IL facility.

We are cooperating with IL AGO in connection with this matter.

We have not provided a reserve for the Stickney, IL enforcement matter because, at this time, we cannot reasonably determine the probability of a loss, and the amount of loss, if any, cannot be reasonably estimated.

The timing of resolution of this matter cannot be reasonably determined.

Although Koppers Inc.

is vigorously defending this matter, an unfavorable resolution of this matter may have a material adverse effect on our business, financial condition, cash flows and results of operations.

Foreign Environmental Matters .

There is one plant site related to the Performance Chemicals business located in Australia where we have recorded an environmental remediation liability for soil and groundwater contamination which occurred prior to the acquisition of the business.

As of March 31, 2024 , our estimated environmental remediation liability for the acquired site totals $ 1.2 million.

As of June 30, 2024 , our estimated environmental remediation liability for the acquired site totals $ 1.2 million.

Environmental Reserves Rollforward.

The following table reflects changes in the accrual for environmental remediation.

A total of $ 2.2 million was classified as current liabilities as of March 31, 2024 and December 31, 2023.

A total of $ 2.2 million was classified as current liabilities as of June 30, 2024 and December 31, 2023.

(Dollars in millions)

4 unchanged sentences

Subsequent Events

On April 1, 2024, we completed our acquisition of substantially all of the assets of Brown Wood Preserving Company, Inc.

and certain of its affiliates (Brown Wood) for approximately $ 100 million in cash, subject to a post-closing working capital adjustment to be determined.

Brown Wood is a utility pole treating business with principal operating locations in Alabama and Mississippi.

We financed the acquisition with cash and available borrowings under our Credit Facility.

Koppers (China) Carbon & Chemical Company Limited (KCCC), which ceased operations in 2015, is owned 60 percent by a wholly owned subsidiary of Koppers and 40 percent by Tangshan Iron & Steel Group Co.

In July 2024, Koppers and TISCO signed an agreement to effectuate the ultimate liquidation of KCCC later in 2024 whereby TISCO will assume the remaining assets, including land, and liabilities of KCCC.

As a result, we will record a loss of approximately $ 6 million, net of non-controlling interest, in the three months ending September 30, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements