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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | | | | | |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024
OR | | | | | |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-10258
Tredegar Corporation
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | |
Virginia | | 54-1497771 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | |
1100 Boulders Parkway | | |
Richmond, | Virginia | | 23225 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (804) 330-1000
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, no par value | TG | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | | ¨ | Accelerated filer | x | Smaller reporting company | | x |
| | | | | |
Non-accelerated filer | | ¨ | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The number of shares of Common Stock, no par value, outstanding as of November 1, 2024: 34,360,952
Tredegar Corporation
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Tredegar Corporation
Condensed Consolidated Balance Sheets
(In Thousands, Except Share Data)
(Unaudited) | | | | | | | | | | | |
| September 30, | | December 31, |
| 2024 | | 2023 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 2,724 | | | $ | 9,660 | |
Restricted cash | 3,864 | | | 3,795 | |
Accounts and other receivables, net | 81,636 | | | 67,938 | |
Income taxes recoverable | 954 | | | 1,182 | |
Inventories | 88,058 | | | 82,037 | |
Prepaid expenses and other | 11,026 | | | 12,065 | |
Total current assets | 188,262 | | | 176,677 | |
Property, plant and equipment, at cost | 541,608 | | | 541,046 | |
Less: accumulated depreciation | (372,920) | | | (357,591) | |
Net property, plant and equipment | 168,688 | | | 183,455 | |
Right-of-use leased assets | 15,663 | | | 11,848 | |
Identifiable intangible assets, net | 8,361 | | | 9,851 | |
Goodwill | 35,717 | | | 35,717 | |
Deferred income taxes | 22,765 | | | 25,034 | |
Other assets | 3,085 | | | 3,879 | |
Total assets | $ | 442,541 | | | $ | 446,461 | |
Liabilities and Shareholders’ Equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 89,070 | | | $ | 95,023 | |
Accrued expenses | 24,000 | | | 24,442 | |
Lease liability, short-term | 2,824 | | | 2,107 | |
Short-term debt | 1,356 | | | — | |
ABL revolving facility (matures June 30, 2026) | 122,000 | | | 126,322 | |
Income taxes payable | 8 | | | 1,210 | |
Total current liabilities | 239,258 | | | 249,104 | |
Lease liability, long-term | 13,963 | | | 10,942 | |
Long-term debt | 20,000 | | | 20,000 | |
Pension and other postretirement benefit obligations, net | 6,464 | | | 6,643 | |
| | | |
Other non-current liabilities | 4,408 | | | 4,119 | |
Total liabilities | 284,093 | | | 290,808 | |
Shareholders’ equity: | | | |
Common stock, no par value (authorized shares 150,000,000, issued and outstanding 34,510,556 shares at September 30, 2024 and 34,408,638 shares at December 31, 2023) | 63,031 | | | 61,606 | |
Common stock held in trust for savings restoration plan (118,543 shares at September 30, 2024 and December 31, 2023) | (2,233) | | | (2,233) | |
Accumulated other comprehensive income (loss): | | | |
Foreign currency translation adjustment | (88,777) | | | (83,037) | |
Gain (loss) on derivative financial instruments | (141) | | | 801 | |
Pension and other postretirement benefit adjustments | 457 | | | 539 | |
Retained earnings | 186,111 | | | 177,977 | |
Total shareholders’ equity | 158,448 | | | 155,653 | |
Total liabilities and shareholders’ equity | $ | 442,541 | | | $ | 446,461 | |
See accompanying notes to the condensed consolidated financial statements.
Tredegar Corporation
Condensed Consolidated Statements of Income (Loss)
(In Thousands, Except Per Share Data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenues and other items: | | | | | | | |
Sales | $ | 182,051 | | | $ | 166,192 | | | $ | 548,022 | | | $ | 535,481 | |
Other income (expense), net | (22) | | | (51) | | | 310 | | | 210 | |
| 182,029 | | | 166,141 | | | 548,332 | | | 535,691 | |
Costs and expenses: | | | | | | | |
Cost of goods sold | 151,676 | | | 144,539 | | | 442,384 | | | 457,332 | |
Freight | 7,085 | | | 6,733 | | | 20,833 | | | 19,977 | |
Selling, general and administrative | 21,795 | | | 21,350 | | | 59,940 | | | 57,244 | |
Research and development | 475 | | | 794 | | | 994 | | | 3,375 | |
Amortization of identifiable intangibles | 462 | | | 465 | | | 1,410 | | | 1,433 | |
Pension and postretirement benefits | 54 | | | 3,118 | | | 163 | | | 9,955 | |
Interest expense | 3,480 | | | 3,106 | | | 10,314 | | | 7,791 | |
Asset impairments and costs associated with exit and disposal activities, net of adjustments | — | | | 4,633 | | | 587 | | | 4,702 | |
Pension settlement loss | — | | | 25,612 | | | — | | | 25,612 | |
Goodwill impairment | — | | | 19,478 | | | — | | | 34,891 | |
Total | 185,027 | | | 229,828 | | | 536,625 | | | 622,312 | |
Income (loss) before income taxes | (2,998) | | | (63,687) | | | 11,707 | | | (86,621) | |
Income tax expense (benefit) | 948 | | | (13,307) | | | 3,573 | | | (16,307) | |
Net income (loss) | $ | (3,946) | | | $ | (50,380) | | | $ | 8,134 | | | $ | (70,314) | |
| | | | | | | |
Earnings (loss) per share: | | | | | | | |
Basic | $ | (0.11) | | | $ | (1.47) | | | $ | 0.24 | | | $ | (2.06) | |
Diluted | $ | (0.11) | | | $ | (1.47) | | | $ | 0.24 | | | $ | (2.06) | |
| | | | | | | |
Shares used to compute earnings (loss) per share: | | | | | | | |
Basic | 34,391 | | | 34,264 | | | 34,364 | | | 34,081 | |
Diluted | 34,391 | | | 34,264 | | | 34,364 | | | 34,081 | |
See accompanying notes to the condensed consolidated financial statements.
Tredegar Corporation
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In Thousands)
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended September 30, |
| 2024 | | 2023 |
Net income (loss) | $ | (3,946) | | | $ | (50,380) | |
Other comprehensive income (loss): | | | |
Unrealized foreign currency translation adjustment (net of tax expense of $4 in 2024 and net of tax expense of $25 in 2023) | 1,496 | | | (1,818) | |
Derivative financial instruments adjustment (net of tax expense of $120 in 2024 and net of tax benefit of $538 in 2023) | 423 | | | 69 | |
Pension & other postretirement benefit adjustment: | | | |
Net gains (losses) and prior service costs | — | | | 442 | |
Recognition in earnings of net actuarial loss for pension settlement and related tax of $5,581 | — | | | 20,031 | |
Amortization of prior service costs and net gains or losses (net of tax benefit of $7 in 2024 and net of tax expense of $637 in 2023) | (27) | | | 1,949 | |
Other comprehensive income (loss) | 1,892 | | | 20,673 | |
Comprehensive income (loss) | $ | (2,054) | | | $ | (29,707) | |
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2024 | | 2023 |
Net income (loss) | $ | 8,134 | | | $ | (70,314) | |
Other comprehensive income (loss): | | | |
Unrealized foreign currency translation adjustment (net of tax benefit of $466 in 2024 and net of tax expense of $640 in 2023) | (5,740) | | | 923 | |
Derivative financial instruments adjustment (net of tax benefit of $273 in 2024 and net of tax expense of $798 in 2023) | (942) | | | 1,706 | |
Pension & other postretirement benefit adjustment: | | | |
Net gains (losses) and prior service costs | — | | | 442 | |
Recognition in earnings of net actuarial loss for pension settlement and related tax of $5,581 | — | | | 20,031 | |
Amortization of prior service costs and net gains or losses (net of tax benefit of $23 in 2024 and net of tax expense of $1,911 in 2023) | (82) | | | 6,522 | |
Other comprehensive income (loss) | (6,764) | | | 29,624 | |
Comprehensive income (loss) | $ | 1,370 | | | $ | (40,690) | |
See accompanying notes to the condensed consolidated financial statements.
Tredegar Corporation
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited) | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2024 | | 2023 |
Cash flows from operating activities: | | | |
Net income (loss) | $ | 8,134 | | | $ | (70,314) | |
Adjustments for noncash items: | | | |
Depreciation | 18,372 | | | 19,516 | |
Amortization of identifiable intangibles | 1,410 | | | 1,433 | |
Reduction of right-of-use lease asset | 1,735 | | | 1,633 | |
Goodwill impairment | — | | | 34,891 | |
Deferred income taxes | 2,975 | | | (16,820) | |
Accrued pension and post-retirement benefits | 163 | | | 9,955 | |
Pension settlement loss | — | | | 25,612 | |
Stock-based compensation expense | 1,950 | | | 1,196 | |
Gain on investment in kaléo | (144) | | | (262) | |
Write-down of Richmond, Virginia Technical Center assets | — | | | 3,387 | |
Changes in assets and liabilities: | | | |
Accounts and other receivables | (14,683) | | | 14,630 | |
Inventories | (8,711) | | | 49,589 | |
Income taxes recoverable/payable | (952) | | | (1,688) | |
Prepaid expenses and other | (286) | | | (142) | |
Accounts payable and accrued expenses | (3,454) | | | (27,970) | |
Lease liability | (2,118) | | | (1,669) | |
Pension and postretirement benefit plan contributions | (455) | | | (455) | |
Other, net | 2,117 | | | 1,716 | |
Net cash provided by (used in) operating activities | 6,053 | | | 44,238 | |
Cash flows from investing activities: | | | |
Capital expenditures | (7,696) | | | (22,270) | |
Proceeds from the sale of kaléo | 144 | | | 262 | |
Proceeds from the sale of assets | 83 | | | — | |
Net cash provided by (used in) investing activities | (7,469) | | | (22,008) | |
Cash flows from financing activities: | | | |
Borrowings | 519,274 | | | 87,000 | |
Debt principal payments | (522,240) | | | (69,000) | |
Dividends paid | — | | | (8,884) | |
Debt financing costs | (587) | | | (1,404) | |
| | | |
Net cash provided by (used in) financing activities | (3,553) | | | 7,712 | |
Effect of exchange rate changes on cash | (1,898) | | | (570) | |
Increase (decrease) in cash, cash equivalents and restricted cash | (6,867) | | | 29,372 | |
Cash, cash equivalents and restricted cash at beginning of period | 13,455 | | | 19,232 | |
Cash, cash equivalents and restricted cash at end of period | $ | 6,588 | | | $ | 48,604 | |
See accompanying notes to the condensed consolidated financial statements.
Tredegar Corporation
Condensed Consolidated Statements of Shareholders’ Equity
(In Thousands, Except Share and Per Share Data)
(Unaudited)
The following summarizes the changes in shareholders’ equity for the three month period ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Retained Earnings | | Trust for Savings Restoration Plan | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders’ Equity |
Balance July 1, 2024 | $ | 62,493 | | | $ | 190,057 | | | $ | (2,233) | | | $ | (90,353) | | | $ | 159,964 | |
Net income (loss) | — | | | (3,946) | | | — | | | — | | | (3,946) | |
Foreign currency translation adjustment | — | | | — | | | — | | | 1,496 | | | 1,496 | |
Derivative financial instruments adjustment | — | | | — | | | — | | | 423 | | | 423 | |
Amortization of prior service costs and net gains or losses | — | | | — | | | — | | | (27) | | | (27) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Stock-based compensation expense | 538 | | | — | | | — | | | — | | | 538 | |
| | | | | | | | | |
| | | | | | | | | |
Balance September 30, 2024 | $ | 63,031 | | | $ | 186,111 | | | $ | (2,233) | | | $ | (88,461) | | | $ | 158,448 | |
The following summarizes the changes in shareholders’ equity for the nine month period ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Retained Earnings | | Trust for Savings Restoration Plan | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders’ Equity |
Balance January 1, 2024 | $ | 61,606 | | | $ | 177,977 | | | $ | (2,233) | | | $ | (81,697) | | | $ | 155,653 | |
Net income (loss) | — | | | 8,134 | | | — | | | — | | | 8,134 | |
Foreign currency translation adjustment | — | | | — | | | — | | | (5,740) | | | (5,740) | |
Derivative financial instruments adjustment | — | | | — | | | — | | | (942) | | | (942) | |
Amortization of prior service costs and net gains or losses | — | | | — | | | — | | | (82) | | | (82) | |
| | | | | | | | | |
Stock-based compensation expense | 1,651 | | | — | | | — | | | — | | | 1,651 | |
Repurchase of employee common stock for tax withholdings | (226) | | | — | | | — | | | — | | | (226) | |
| | | | | | | | | |
Balance September 30, 2024 | $ | 63,031 | | | $ | 186,111 | | | $ | (2,233) | | | $ | (88,461) | | | $ | 158,448 | |
The following summarizes the changes in shareholders’ equity for the three month period ended September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Retained Earnings | | Trust for Savings Restoration Plan | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders’ Equity |
Balance at July 1, 2023 | $ | 60,078 | | | $ | 263,933 | | | $ | (2,218) | | | $ | (138,644) | | | $ | 183,149 | |
Net income (loss) | — | | | (50,380) | | | — | | | — | | | (50,380) | |
Foreign currency translation adjustment | — | | | — | | | — | | | (1,818) | | | (1,818) | |
Derivative financial instruments adjustment | — | | | — | | | — | | | 69 | | | 69 | |
Amortization of prior service costs and net gains or losses | — | | | — | | | — | | | 1,949 | | | 1,949 | |
Net gains or (losses) and prior service costs | — | | | — | | | — | | | 442 | | | 442 | |
Recognition in earnings of net actuarial loss for pension settlement | — | | | — | | | — | | | 20,031 | | | 20,031 | |
| | | | | | | | | |
Stock-based compensation expense | 749 | | | — | | | — | | | — | | | 749 | |
| | | | | | | | | |
Tredegar common stock purchased by trust for savings restoration plan | — | | | 15 | | | (15) | | | — | | | — | |
Balance at September 30, 2023 | $ | 60,827 | | | $ | 213,568 | | | $ | (2,233) | | | $ | (117,971) | | | $ | 154,191 | |
The following summarizes the changes in shareholders’ equity for the nine month period ended September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Retained Earnings | | Trust for Savings Restoration Plan | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders’ Equity |
Balance at January 1, 2023 | $ | 58,824 | | | $ | 292,721 | | | $ | (2,188) | | | $ | (147,595) | | | $ | 201,762 | |
Net income (loss) | — | | | (70,314) | | | — | | | — | | | (70,314) | |
Foreign currency translation adjustment | — | | | — | | | — | | | 923 | | | 923 | |
Derivative financial instruments adjustment | — | | | — | | | — | | | 1,706 | | | 1,706 | |
Amortization of prior service costs and net gains or losses | — | | | — | | | — | | | 6,522 | | | 6,522 | |
Net gains or (losses) and prior service costs | — | | | — | | | — | | | 442 | | | 442 | |
Recognition in earnings of net actuarial loss for pension settlement | — | | | — | | | — | | | 20,031 | | | 20,031 | |
Cash dividends declared ($0.26 per share) | — | | | (8,884) | | | — | | | — | | | (8,884) | |
Stock-based compensation expense | 2,257 | | | — | | | — | | | — | | | 2,257 | |
Repurchase of employee common stock for tax withholdings | (254) | | | — | | | — | | | — | | | (254) | |
Tredegar common stock purchased by trust for savings restoration plan | — | | | 45 | | | (45) | | | — | | | — | |
Balance at September 30, 2023 | $ | 60,827 | | | $ | 213,568 | | | $ | (2,233) | | | $ | (117,971) | | | $ | 154,191 | |
See accompanying notes to the condensed consolidated financial statements.
TREDEGAR CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In the opinion of management, the accompanying condensed consolidated financial statements of Tredegar Corporation and its subsidiaries (“Tredegar,” “the Company,” “we,” “us” or “our”) contain all adjustments necessary to state fairly, in all material respects, Tredegar’s condensed consolidated financial position as of September 30, 2024, the condensed consolidated results of operations for the three and nine months ended September 30, 2024 and 2023, the condensed consolidated cash flows for the nine months ended September 30, 2024 and 2023, and the condensed consolidated changes in shareholders’ equity for the three and nine months ended September 30, 2024 and 2023, in accordance with U.S. generally accepted accounting principles (“GAAP”). All such adjustments, unless otherwise detailed in the notes to the condensed consolidated financial statements, are deemed to be of a normal, recurring nature.
The Company operates on a calendar fiscal year except for the Aluminum Extrusions segment, which operates on a 52/53-week fiscal year basis. As such, the fiscal third quarter for 2024 and 2023 for this segment references 13-week periods ended September 29, 2024 and September 24, 2023, respectively. The Company does not believe the impact of reporting the results of this segment as stated above is material to the consolidated financial results. The Company may fund or receive cash from the Aluminum Extrusions segment based on Aluminum Extrusion’s cash flows from operations during the intervening period from Aluminum Extrusion’s fiscal quarter end and the Company’s fiscal quarter end.
The condensed consolidated financial statements as of December 31, 2023 that is included herein was derived from the audited consolidated financial statements provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”) but does not include all disclosures required by GAAP. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the 2023 Form 10-K.
The results of operations for the three and nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the full year.
Sale of Flexible Packaging Films
On September 1, 2023, the Company announced that it had entered into a definitive agreement to sell its Flexible Packaging Films business (also referred to as "Terphane") to Oben Group (the "Terphane Sale"). Completion of the sale is contingent upon the satisfaction of customary closing conditions, including the receipt of certain competition filing approvals by authorities in Brazil and Colombia.
The Colombian authority cleared the merger review regarding the transaction in early February 2024. On October 27, 2023, the Company filed the requisite competition forms with the Administrative Council for Economic Defense (“CADE”) in Brazil. As part of the Brazilian merger review process regarding the sale of Terphane to Oben Group ("Oben"), on May 13, 2024, the General Superintendence of the Administrative Council for Economic Defense ("SG-CADE") issued a non-binding opinion ("SG Opinion") recommending the rejection of the transaction. Following this first stage of the two-stage Brazilian merger review process for complex transactions, the case was submitted to the CADE Tribunal, in accordance with the customary Brazilian merger review process.
As of September 30, 2024, the Company reported results for Terphane as a continuing operation, due to the uncertainty related to the Brazilian merger review process. On October 16, 2024, CADE approved a merger control agreement allowing Tredegar to proceed with the sale of Terphane to Oben. This approval was the indication that the sale of Terphane was probable. Refer to Note 11 for additional information.
Closure of PE Films Technical Center
In August 2023, the Company adopted a plan to close the PE Films technical center in Richmond, VA and reduce its efforts to develop and sell films supporting the semiconductor market. Research & development activities for PE Films are now being performed at the production facility in Pottsville, PA. PE Films continues to have new business opportunities primarily relating to surface protection films that protect components of flat panel and flexible displays. All activities ceased at the PE Films technical center in Richmond, VA as of the end of the first quarter of 2024. The Company recognized expense incurred through September 30, 2024 associated with the exit activities of $0.2 million for building closure costs. In addition, the Company recognized a non-cash loss on the lease abandonment ($0.3 million).
Supply Chain Financing
As of September 30, 2024 and December 31, 2023, $11.8 million and $15.8 million, respectively, of the Company’s accounts payable were financed by participating suppliers through third-party financial institutions.
Goodwill
The Company assesses goodwill for impairment when events or circumstances indicate that the carrying value may not be recoverable, or, at a minimum, on an annual basis (December 1st of each year). As of September 30, 2024, the Company’s reporting units with goodwill were Surface Protection in PE Films ("Surface Protection") and Futura in Aluminum Extrusions (“Futura”). No events or circumstances were identified during the third quarter of 2024 that indicate that Surface Protection's fair value is more likely than not less than its carrying amount. No events or circumstances were identified during the third quarter of 2023 that indicated that Futura’s fair value was more likely than not less than its carrying amount.
Uncertainty about the timing of a recovery in the consumer electronics market persists, and manufacturers in the supply chain for consumer electronics continue to experience reduced capacity utilization and inventory corrections. In light of the limited visibility on the timing of a recovery and the expected adverse future impact to the Surface Protection business, coupled with a cautious outlook on new product development opportunities, the Company performed a Step 1 goodwill impairment analysis of the Surface Protection component of PE Films, as of September 30, 2023. This analysis utilized projections that contemplate the expected market recovery and business conditions, including for its three significant customers, as these events indicated Surface Protection’s fair value is more likely than not less than its carrying amount.
The Company estimated the fair value of Surface Protection at September 30, 2023 by: (i) computing an estimated enterprise value (“EV”) utilizing the discounted cash flow method (the “DCF Method”), (ii) applying adjustments for any surplus or deficient working capital, (iii) adding cash and cash equivalents, and (iv) subtracting interest-bearing debt. The DCF Method was used, incorporating Surface Protection’s latest projections which reflect updated expected market recovery levels, feasibility of launching new product applications, competitive pricing and cash flows associated with production efficiencies, as well as consideration of cost savings and inventory corrections.
The analysis concluded that the fair value of Surface Protection was less than its carrying value, thus a non-cash partial goodwill impairment of $19.5 million ($15.1 million after deferred income tax benefits) was recognized during the third quarter of 2023 and $34.9 million ($27.0 million after deferred income tax benefits) during the first nine months of 2023.
Accounting standards not yet adopted
In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06 to amend various paragraphs in the Accounting Standards Codification ("ASC") to primarily reflect the issuance of U.S. Securities and Exchange Commission ("SEC") Staff Bulletin No. 33-10532. ASU 2023-06 will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives, and transfers of financial assets. The amendments in this ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is not permitted. The Company does not expect a material impact from the adoption of this standard on our consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07 to improve reportable segment disclosure and requirements, primarily through the enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU are to be applied retrospectively to all prior periods presented in the financial statements. The Company has three reportable segments and continues to evaluate additional disclosures that may be required in its Form 10-K for the year ended December 31, 2024.
In December 2023, the FASB issued ASU 2023-09 to improve the income tax disclosures related to the rate reconciliation and income taxes paid information and to improve the effectiveness of income tax disclosures. The amendments in this ASU will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
2. ACCOUNTS AND OTHER RECEIVABLES
As of September 30, 2024 and December 31, 2023, accounts and other receivables, net include the following: | | | | | | | | | | | |
(In thousands) | September 30, 2024 | | December 31, 2023 |
Customer receivables | $ | 81,735 | | | $ | 67,183 | |
Other receivables | 2,327 | | | 3,056 | |
Total accounts and other receivables | 84,062 | | | 70,239 | |
Less: Allowance for bad debts | (2,426) | | | (2,301) | |
Total accounts and other receivables, net | $ | 81,636 | | | $ | 67,938 | |
3. INVENTORIES
The components of inventories are as follows: | | | | | | | | | | | |
(In thousands) | September 30, 2024 | | December 31, 2023 |
Finished goods | $ | 31,782 | | | $ | 29,821 | |
Work-in-process | 8,332 | | | 7,830 | |
Raw materials | 23,497 | | | 21,939 | |
Stores, supplies and other | 24,447 | | | 22,447 | |
Total | $ | 88,058 | | | $ | 82,037 | |
4. PENSION AND OTHER POSTRETIREMENT BENEFITS
Tredegar sponsored a noncontributory defined benefit (pension) plan covering certain current and former U.S. employees. As of January 31, 2018, the plan no longer accrued benefits associated with crediting employees for service, thereby freezing all future benefits under the plan. On February 10, 2022, Tredegar announced the initiation of a process to terminate and settle its frozen defined benefit pension plan through lump sum distributions and the purchase of annuity contracts. On November 3, 2023, the pension plan termination and settlement process for the Company was completed, and the remaining pension plan obligation was transferred to Massachusetts Mutual Life Insurance Company. During 2023, the Company recognized a total pre-tax pension settlement loss of $92.3 million.
During the third quarter of 2023, the Company remeasured the pension plan, which resulted in a pre-tax pension settlement loss in the condensed consolidated results of operation of $25.6 million. The remeasurement of the pension benefit obligation and plan assets was triggered by $64.5 million of lump sum distributions from the pension plan assets which exceeded the pension plan's service and interest cost.
Tredegar also has a non-qualified supplemental pension plan covering certain employees. Effective December 31, 2005, further participation in this plan was terminated and benefit accruals for existing participants were frozen. Pension expense recognized for this plan was immaterial in the three and nine months ended September 30, 2024 and 2023. This information has been included in the pension benefit table below.
The components of net periodic benefit cost for the pension and other postretirement benefit programs reflected in the condensed consolidated statements of income for the three and nine months ended September 30, 2024 and 2023, are shown below: | | | | | | | | | | | | | | | | | | | | | | | |
| Pension Benefits | | Other Post-Retirement Benefits |
| Three Months Ended September 30, | | Three Months Ended September 30, |
(In thousands) | 2024 | | 2023 | | 2024 | | 2023 |
Service cost | $ | — | | | $ | — | | | $ | 3 | | | $ | 3 | |
Interest cost | 20 | | | 2,786 | | | 65 | | | 71 | |
Expected return on plan assets | — | | | (2,328) | | | — | | | — | |
Pension settlement loss(a) | — | | | 25,612 | | | — | | | — | |
Amortization of prior service costs, (gains) losses and net transition asset | 3 | | | 2,644 | | | (37) | | | (58) | |
Net periodic benefit cost | $ | 23 | | | $ | 28,714 | | | $ | 31 | | | $ | 16 | |
| | | | | | | |
| Pension Benefits | | Other Post-Retirement Benefits |
| Nine Months Ended September 30, | | Nine Months Ended September 30, |
(In thousands) | 2024 | | 2023 | | 2024 | | 2023 |
Service cost | $ | — | | | $ | — | | | $ | 8 | | | $ | 9 | |
Interest cost | 57 | | | 8,842 | | | 203 | | | 213 | |
Expected return on plan assets | — | | | (7,542) | | | — | | | — | |
Pension settlement loss(a) | — | | | 25,612 | | | — | | | — | |
Amortization of prior service costs, (gains) losses and net transition asset | 15 | | | 8,609 | | | (120) | | | (176) | |
Net periodic benefit cost | $ | 72 | | | $ | 35,521 | | | $ | 91 | | | $ | 46 | |
(a) Pension settlement loss, included in the consolidated statements of operation, represents pension settlement charges due to lump sum payments to participants. |
Pension and other postretirement liabilities were $7.1 million and $7.3 million at September 30, 2024 and December 31, 2023, respectively ($0.7 million included in “Accrued expenses” at September 30, 2024 and December 31, 2023 with the remainder included in “Pension and other postretirement benefit obligations, net” in the condensed consolidated balance sheets).
Tredegar funds its other postretirement benefits on a claims-made basis; for 2024, the Company anticipates the amount will be consistent with amounts paid for the year ended December 31, 2023, or approximately $0.4 million.
5. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income (loss) by the weighted average common and potentially dilutive common equivalent shares outstanding, determined as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(In thousands) | 2024 | | 2023 | | 2024 | | 2023 |
Weighted average shares outstanding used to compute basic earnings per share | 34,391 | | | 34,264 | | | 34,364 | | | 34,081 | |
Incremental dilutive shares attributable to stock options and restricted stock | — | | | — | | | — | | | — | |
Shares used to compute diluted earnings per share | 34,391 | | | 34,264 | | | 34,364 | | | 34,081 | |
Incremental shares attributable to stock options and restricted stock are computed under the treasury stock method using the average market price during the related period. If the Company had reported net income for the three months ended September 30, 2024, average out-of-the-money options to purchase shares that were excluded from the calculation of incremental shares attributable to stock options and restricted stock would have been 2,353,905. Average out-of-the-money options to purchase shares that were excluded from the calculation of incremental shares attributable to stock options and
restricted stock were 2,550,542 for the nine months ended September 30, 2024. If the Company had reported net income for the three and nine months ended September 30, 2023, the average out-of-the-money options to purchase shares that would be excluded from the calculation of incremental shares attributable to stock options and restricted stock would have been 3,019,333 and 2,893,677, respectively.
6. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) by component for the three months ended September 30, 2024.
| | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | Foreign Currency Translation | | Gain (Loss) on Derivative Financial Instruments | | Pension & Other Postretirement Benefit Adjust | | Total Accumulated Other Comprehensive Income (Loss) |
Balance at July 1, 2024 | $ | (90,273) | | | $ | (564) | | | $ | 484 | | | $ | (90,353) | |
Other comprehensive income (loss) | 1,500 | | | 262 | | | — | | | 1,762 | |
Income tax (expense) benefit | (4) | | | (41) | | | — | | | (45) | |
Other comprehensive income (loss), net of tax | 1,496 | | | 221 | | | — | | | 1,717 | |
Reclassification adjustment to net income (loss) | — | | | 281 | | | (34) | | | 247 | |
Income tax (expense) benefit | — | | | (79) | | | 7 | | | (72) | |
Reclassification adjustment to net income (loss), net of tax | — | | | 202 | | | (27) | | | 175 | |
Other comprehensive income (loss), net of tax | 1,496 | | | 423 | | | (27) | | | 1,892 | |
Balance at September 30, 2024 | $ | (88,777) | | | $ | (141) | | | $ | 457 | | | $ | (88,461) | |
The changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2024.
| | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | Foreign Currency Translation | | Gain (Loss) on Derivative Financial Instruments | | Pension & Other Postretirement Benefit Adjust | | Total Accumulated Other Comprehensive Income (Loss) |
Balance at January 1, 2024 | $ | (83,037) | | | $ | 801 | | | $ | 539 | | | $ | (81,697) | |
Other comprehensive income (loss) | (6,206) | | | (1,435) | | | — | | | (7,641) | |
Income tax (expense) benefit | 466 | | | 275 | | | — | | | 741 | |
Other comprehensive income (loss), net of tax | (5,740) | | | (1,160) | | | — | | | (6,900) | |
Reclassification adjustment to net income (loss) | — | | | 220 | | | (105) | | | 115 | |
Income tax (expense) benefit | — | | | (2) | | | 23 | | | 21 | |
Reclassification adjustment to net income (loss), net of tax | — | | | 218 | | | (82) | | | 136 | |
Other comprehensive income (loss), net of tax | (5,740) | | | (942) | | | (82) | | | (6,764) | |
Balance at September 30, 2024 | $ | (88,777) | | | $ | (141) | | | $ | 457 | | | $ | (88,461) | |
The changes in accumulated other comprehensive income (loss) by component for the three months ended September 30, 2023.
| | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | Foreign Currency Translation | | Gain (Loss) on Derivative Financial Instruments | | Pension & Other Postretirement Benefit Adjust | | Total Accumulated Other Comprehensive Income (Loss) |
Balance at July 1, 2023 | $ | (83,338) | | | $ | (843) | | | $ | (54,463) | | | $ | (138,644) | |
Other comprehensive income (loss) | (1,793) | | | 2,287 | | | 442 | | | 936 | |
Income tax (expense) benefit | (25) | | | (197) | | | — | | | (222) | |
Other comprehensive income (loss), net of tax | (1,818) | | | 2,090 | | | 442 | | | 714 | |
Reclassification adjustment to net income (loss) | — | | | (2,756) | | | 28,198 | | | 25,442 | |
Income tax (expense) benefit | — | | | 735 | | | (6,218) | | | (5,483) | |
Reclassification adjustment to net income (loss), net of tax | — | | | (2,021) | | | 21,980 | | | 19,959 | |
Other comprehensive income (loss), net of tax | (1,818) | | | 69 | | | 22,422 | | | 20,673 | |
Balance at September 30, 2023 | $ | (85,156) | | | $ | (774) | | | $ | (32,041) | | | $ | (117,971) | |
The changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2023.
| | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | Foreign Currency Translation | | Gain (Loss) on Derivative Financial Instruments | | Pension & Other Postretirement Benefit Adjust | | Total Accumulated Other Comprehensive Income (Loss) |
Balance at January 1, 2023 | $ | (86,079) | | | $ | (2,480) | | | $ | (59,036) | | | $ | (147,595) | |
Other comprehensive income (loss) | 1,563 | | | 7,852 | | | 442 | | | 9,857 | |
Income tax (expense) benefit | (640) | | | (2,228) | | | — | | | (2,868) | |
Other comprehensive income (loss), net of tax | 923 | | | 5,624 | | | 442 | | | 6,989 | |
Reclassification adjustment to net income (loss) | — | | | (5,350) | | | 34,045 | | | 28,695 | |
Income tax (expense) benefit | — | | | 1,432 | | | (7,492) | | | (6,060) | |
Reclassification adjustment to net income (loss), net of tax | — | | | (3,918) | | | 26,553 | | | 22,635 | |
Other comprehensive income (loss), net of tax | 923 | | | 1,706 | | | 26,995 | | | 29,624 | |
Balance at September 30, 2023 | $ | (85,156) | | | $ | (774) | | | $ | (32,041) | | | $ | (117,971) | |
The amounts reclassified out of accumulated other comprehensive income (loss) related to pension and other postretirement benefits is included in the computation of net periodic pension costs. See Note 4 for additional details.
7. DERIVATIVES
Tredegar uses derivative financial instruments for the purpose of hedging margin exposure from fixed-price forward sales contracts in Aluminum Extrusions and exposure from currency volatility that exists as part of ongoing business operations in Flexible Packaging Films. These derivative financial instruments are designated as and qualify as cash flow hedges and are recognized in the condensed consolidated balance sheet at fair value. If individual derivative instruments with the same counterparty can be settled on a net basis, the Company records the corresponding derivative fair values as a net asset or net liability.
In the normal course of business, Aluminum Extrusions enters into fixed-price forward sales contracts with a small subset of its customers for the future sale of fixed quantities of aluminum extrusions at scheduled intervals. In order to hedge margin exposure created from the fixing of future sales prices relative to volatile raw material (aluminum) costs, Aluminum Extrusions enters into a combination of forward purchase commitments and futures contracts to acquire or hedge aluminum, based on the scheduled purchases for the firm sales commitments. The fixed-price firm sales commitments and related hedging instruments have durations generally no longer than 12 months. The notional amount of aluminum futures contracts that hedged future purchases of aluminum to meet fixed-price forward sales contract obligations was $6.0 million (4.3 million pounds of aluminum) at September 30, 2024 and $7.7 million (5.6 million pounds of aluminum) at December 31, 2023.
The table below summarizes the location and gross amounts of aluminum futures contract fair values (Level 2) in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023: | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
(In thousands) | Balance Sheet Account | | Fair Value | | Balance Sheet Account | | Fair Value |
Derivatives Designated as Hedging Instruments | | | | | | | |
Asset derivatives: Aluminum futures contracts | Prepaid expenses and other | | $ | 354 | | | Prepaid expenses and other | | $ | — | |
| | | | | | | |
Liability derivatives: Aluminum futures contracts | Accrued expenses | | (128) | | | Accrued expenses | | (483) | |
Aluminum futures contracts | Other non-current liabilities | | — | | | Other non-current liabilities | | (9) | |
Net asset (liability) | | | $ | 226 | | | | | $ | (492) | |
In the event that a counterparty to an aluminum fixed-price forward sales contract chooses not to take delivery of its aluminum extrusions, the customer is contractually obligated to compensate Aluminum Extrusions for any losses on the related aluminum futures and/or forward contracts through the date of cancellation.
The Company's earnings are exposed to foreign currency exchange risk primarily through the translation of the financial statements of subsidiaries that have a functional currency other than the U.S. Dollar. The Company estimates that the net mismatch translation exposure for the Flexible Packaging Film's business unit in Brazil (“Terphane Ltda.”) of its sales and raw materials quoted or priced in U.S. Dollars and its variable conversion, fixed conversion and sales, general and administrative costs (before depreciation and amortization) quoted or priced in Brazilian Real ("R$") will result in an annual net cost of R$139 million for the full year of 2024.
Terphane Ltda. had the following outstanding foreign exchange average forward rate contracts to purchase Brazilian Real and sell U.S. Dollars as of September 30, 2024: | | | | | | | | | | | | | | |
USD Notional Amount (000s) | Average Forward Rate Contracted on USD/BRL | R$ Equivalent Amount (000s) | Applicable Month | Estimated % of Terphane Ltda. R$ Operating Cost Exposure Hedged |
| | | | |
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| | | | |
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| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
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| | | | |
| | | | |
$1,851 | 5.4225 | R$10,037 | Oct-24 | 87% |
$1,837 | 5.4403 | R$9,994 | Nov-24 | 86% |
$1,801 | 5.4580 | R$9,830 | Dec-24 | 85% |
$5,489 | 5.4402 | R$29,861 | | 85% |
These foreign currency exchange contracts have been designated and qualify as cash flow hedges of Terphane Ltda.’s forecasted sales to customers quoted or priced in U.S. Dollars over that period. By changing the currency risk associated with these U.S. Dollar sales, the derivatives have the effect of offsetting operating costs quoted or priced in Brazilian Real and decreasing the net exposure to Brazilian Real in the condensed consolidated statements of income.
The table below summarizes the location and gross amounts of foreign currency forward contract fair values (Level 2) in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023: | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
(In thousands) | Balance Sheet Account | | Fair Value | | Balance Sheet Account | | | Fair Value |
Derivatives Designated as Hedging Instruments | | | | | | | | |
Asset derivatives: Foreign currency forward contracts | Prepaid expenses and other | | $ | 219 | | | Prepaid expenses and other | | | $ | 2,050 | |
Foreign currency forward contracts | Other assets | | — | | | Other assets | | | 146 | |
Liability derivatives: Foreign currency forward contracts | Accrued expenses | | (299) | | | Other non-current liabilities | | | — | |
| | | | | | | | |
Net asset (liability) | | | $ | (80) | | | | | | $ | 2,196 | |
These derivative contracts involve elements of market risk that are not reflected on the condensed consolidated balance sheet, including the risk of dealing with counterparties and their ability to meet the terms of the contracts. The counterparties to any forward purchase commitments are major aluminum brokers and suppliers, and the counterparties to any aluminum futures contracts are major financial institutions. Fixed-price forward sales contracts are only made available to the most credit-worthy customers. The counterparties to the Company’s foreign currency cash flow hedge contracts are major financial institutions.
The pre-tax effect on net income (loss) and other comprehensive income (loss) of derivative instruments classified as cash flow hedges and described in the previous paragraphs for the three and nine month periods ended September 30, 2024 and 2023 is summarized in the table below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Flow Derivative Hedges |
| Three Months Ended September 30, |
| Aluminum Futures Contracts | | Foreign Currency Forwards |
(In thousands) | 2024 | | 2023 | | 2024 | | 2023 |
Amount of pre-tax gain (loss) recognized in other comprehensive income (loss) | $ | 10 | | | $ | 2,908 | | | $ | — | | $ | 252 | | | $ | — | | | $ | (621) | |
Location of gain (loss) reclassified from accumulated other comprehensive income (loss) into net income (effective portion) | Cost of goods sold | | Cost of goods sold | | Cost of goods sold | Selling, general & admin | | Cost of goods sold | | Selling, general & admin |
Amount of pre-tax gain (loss) reclassified from accumulated other comprehensive income (loss) to net income (effective portion) | $ | (153) | | | $ | 1,716 | | | $ | 16 | | $ | (144) | | | $ | 16 | | | $ | 1,024 | |
| Nine Months Ended September 30, |
| Aluminum Futures Contracts | | Foreign Currency Forwards |
| 2024 | | 2023 | | 2024 | | 2023 |
Amount of pre-tax gain (loss) recognized in other comprehensive income (loss) | $ | 56 | | | $ | 4,867 | | | $ | — | | $ | (1,491) | | | $ | — | | | $ | 2,985 | |
Location of gain (loss) reclassified from accumulated other comprehensive income (loss) into net income (effective portion) | Cost of goods sold | | Cost of goods sold | | Cost of goods sold | Selling, general & admin | | Cost of goods sold | | Selling, general & admin |
Amount of pre-tax gain (loss) reclassified from accumulated other comprehensive income (loss) to net income (effective portion) | $ | (662) | | | $ | 3,273 | | | $ | 46 | | $ | 396 | | | $ | 46 | | | $ | 2,031 | |
As of September 30, 2024, the Company expects $0.1 million of unrealized after-tax gains on aluminum and foreign currency derivative instruments reported in accumulated other comprehensive income (loss) to be reclassified to earnings within the next 12 months. For the three and nine month periods ended September 30, 2024 and 2023, net gains or losses realized, from previously unrealized net gains or losses on hedges that had been discontinued, were not material.
8. INCOME TAXES
Tredegar recorded tax expense (benefit) of $3.6 million on pre-tax income (loss) of $11.7 million in the first nine months of 2024. The effective tax rate in the first nine months of 2024 was 30.5% and 18.8% in the first nine months of 2023. The change in effective tax rate was primarily due to pre-tax income in the first nine months of 2024 versus a pre-tax loss in the first nine months of 2023. During the first nine months of 2024, Tredegar increased the valuation allowance on existing deferred tax assets as a result of the sale of Terphane by $1.0 million.
The effective tax rate for the first nine months of 2024 varies from the 21% statutory rate primarily due to foreign rate differences and non-deductible expenses offset by Brazilian tax incentives and federal tax credits.
The Brazilian federal statutory income tax rate is a composite of 34.0% (25.0% of income tax and 9.0% of social contribution on income). Terphane Ltda.’s manufacturing facility in Brazil is the beneficiary of certain income tax incentives that allow for a reduction in the statutory Brazilian federal income tax rate to 15.25% levied on the operating profit on certain of its products. The incentives have been granted for a 10-year period, from the commencement date of January 1, 2015 and were to expire at the end of 2024. Terphane Ltda. has been granted an additional three years of tax incentives through the end of 2027.
9. BUSINESS SEGMENTS
The Company’s business segments are Aluminum Extrusions, PE Films, and Flexible Packaging Films. Information by business segment is reported below. There are no accounting transactions between segments and no allocations to segments.
The Company’s reportable segments are based on its method of internal reporting, which is generally segregated by differences in products. Accounting standards for presentation of segments require an approach based on the way the Company organizes the segments for making operating decisions and how the CODM assesses performance. Earnings before interest, taxes, depreciation and amortization ("EBITDA") from ongoing operations is the key profitability measure used by the CODM (Tredegar’s President and Chief Executive Officer) for purposes of assessing financial performance. The Company uses sales less freight (“net sales”) as its measure of revenues from external customers at the segment level. This measure is separately included in the financial information regularly provided to the CODM.
The following table presents net sales and EBITDA from ongoing operations by segment for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(In thousands) | 2024 | | 2023 | | 2024 | | 2023 |
Net Sales | | | | | | | |
Aluminum Extrusions | $ | 115,717 | | | $ | 109,410 | | | $ | 349,353 | | | $ | 364,607 | |
PE Films | 24,879 | | | 19,938 | | | 78,811 | | | 56,036 | |
Flexible Packaging Films | 34,370 | | | 30,111 | | | 99,025 | | | 94,861 | |
Total net sales | 174,966 | | | 159,459 | | | 527,189 | | | 515,504 | |
Add back freight | 7,085 | | | 6,733 | | | 20,833 | | | 19,977 | |
Sales as shown in the condensed consolidated statements of income (loss) | $ | 182,051 | | | $ | 166,192 | | | $ | 548,022 | | | $ | 535,481 | |
EBITDA from Ongoing Operations | | | | | | | |
Aluminum Extrusions: | | | | | | | |
Ongoing operations: | | | | | | | |
EBITDA | $ | 6,177 | | | $ | 5,113 | | | $ | 31,624 | | | $ | 29,968 | |
Depreciation & amortization | (4,404) | | | (4,683) | | | (13,392) | | | (13,252) | |
EBIT | 1,773 | | | 430 | | | 18,232 | | | 16,716 | |
Plant shutdowns, asset impairments, restructurings and other | (2,170) | | | (1,483) | | | (4,986) | | | (1,821) | |
PE Films: | | | | | | | |
Ongoing operations: | | | | | | | |
EBITDA | 5,876 | | | 4,037 | | | 22,913 | | | 6,700 | |
Depreciation & amortization | (1,299) | | | (2,111) | | | (3,944) | | | (5,305) | |
EBIT | 4,577 | | | 1,926 | | | 18,969 | | | 1,395 | |
Plant shutdowns, asset impairments, restructurings and other | — | | | (4,566) | | | (584) | | | (4,565) | |
Goodwill impairment | — | | | (19,478) | | | — | | | (34,891) | |
Flexible Packaging Films: | | | | | | | |
Ongoing operations: | | | | | | | |
EBITDA | 3,749 | | | 477 | | | 8,915 | | | 2,076 | |
Depreciation & amortization | (708) | | | (704) | | | (2,191) | | | (2,115) | |
EBIT | 3,041 | | | (227) | | | 6,724 | | | (39) | |
Plant shutdowns, asset impairments, restructurings and other | (103) | | | — | | | (103) | | | (79) | |
Total | 7,118 | | | (23,398) | | | 38,252 | | | (23,284) | |
Interest income | 8 | | | 62 | | | 36 | | | 135 | |
Interest expense | 3,480 | | | 3,106 | | | 10,314 | | | 7,791 | |
Gain on investment in kaleo, Inc. | — | | | — | | | 144 | | | 262 | |
Stock option-based compensation costs | — | | | — | | | — | | | 231 | |
Pension settlement loss | — | | | 25,612 | | | — | | | 25,612 | |
Corporate expenses, net | 6,644 | | | 11,633 | | | 16,411 | | | 30,100 | |
Income (loss) before income taxes | (2,998) | | | (63,687) | | | 11,707 | | | (86,621) | |
Income tax expense (benefit) | 948 | | | (13,307) | | | 3,573 | | | (16,307) | |
Net income (loss) | $ | (3,946) | | | $ | (50,380) | | | $ | 8,134 | | | $ | (70,314) | |
The following table presents identifiable assets by segment at September 30, 2024 and December 31, 2023: | | | | | | | | | | | |
(In thousands) | September 30, 2024 | | December 31, 2023 |
Aluminum Extrusions | $ | 258,410 | | | $ | 255,756 | |
PE Films | 57,989 | | | 56,536 | |
Flexible Packaging Films | 85,297 | | | 84,062 | |
Subtotal | 401,696 | | | 396,354 | |
General corporate | 34,256 | | | 36,652 | |
Cash, cash equivalents and restricted cash | 6,588 | | | 13,455 | |
Total | $ | 442,540 | | | $ | 446,461 | |
The following tables disaggregate the Company’s revenue by geographic area and product group for the three and nine months ended September 30, 2024 and 2023: | | | | | | | | | | | | | | | | | | | | | | | |
Net Sales by Geographic Area (a) |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(In thousands) | 2024 | | 2023 | | 2024 | | 2023 |
United States | $ | 133,157 | | | $ | 125,407 | | | $ | 407,465 | | | $ | 409,433 | |
Exports from the United States to: | | | | | | | |
Asia | 11,875 | | | 7,873 | | | 34,534 | | | 19,082 | |
Latin America | 1,395 | | | 1,764 | | | 4,121 | | | 5,440 | |
Canada | 3,437 | | | 3,640 | | | 10,459 | | | 12,879 | |
Europe | 405 | | | 282 | | | 1,053 | | | 1,414 | |
Operations outside the United States: | | | | | | | |
Brazil | 24,408 | | | 20,351 | | | 69,002 | | | 66,954 | |
Asia | 289 | | | 142 | | | 555 | | | 302 | |
Total | $ | 174,966 | | | $ | 159,459 | | | $ | 527,189 | | | $ | 515,504 | |
(a) Export sales relate mostly to PE Films. Operations in Brazil relate to Flexible Packaging Films. |
The Company’s facilities in Pottsville, PA (“PV”) and Guangzhou, China (“GZ”) have a tolling arrangement whereby certain surface protection films are manufactured in GZ for a fee with raw materials supplied from PV that are then shipped by GZ directly to customers principally in the Asian market, but paid by customers directly to PV. Amounts associated with this intercompany tolling arrangement are reported in the table above as export sales from the U.S. to Asia, and include net sales of $6.5 million and $4.8 million in the third quarter of 2024 and 2023, respectively, and $19.1 million and $11.7 million in the first nine months of 2024 and 2023, respectively.
| | | | | | | | | | | | | | | | | | | | | | | |
Net Sales by Product Group |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(In thousands) | 2024 | | 2023 | | 2024 | | 2023 |
Aluminum Extrusions: | | | | | | | |
Nonresidential building & construction | $ | 61,988 | | | $ | 59,476 | | | $ | 195,603 | | | $ | 203,889 | |
Consumer durables | 8,581 | | | 8,662 | | | 25,487 | | | 30,723 | |
Automotive | 11,060 | | | 13,025 | | | 31,793 | | | 36,916 | |
Residential building & construction | 9,790 | | | 7,999 | | | 27,575 | | | 29,658 | |
Electrical | 8,926 | | |