TREDEGAR CORP (TG)
SIC breadcrumb: Manufacturing > SIC Major Group 33 > SIC 3350 Rolling Drawing & Extruding of Nonferrous Metals
SEC company page: https://www.sec.gov/edgar/browse/?CIK=850429. Latest filing source: 0001628280-26-016665.
Informational only - descriptive public-record data, not investment advice.
Business
Read TG's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read TG's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Net income | 33,476,000 | USD | 2025 | 2026-03-11 |
| Assets | 371,372,000 | USD | 2025 | 2026-03-11 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000850429.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income | 24,466,000 | 38,251,000 | 24,842,000 | 48,259,000 | -75,444,000 | 57,826,000 | 28,455,000 | -105,905,000 | -64,565,000 | 33,476,000 | |
| Diluted EPS | 0.75 | 1.16 | 0.75 | 1.45 | -2.26 | 1.72 | 0.84 | -3.10 | -1.88 | 0.96 | |
| Operating cash flow | 48,872,000 | 88,215,000 | 97,794,000 | 115,863,000 | 74,373,000 | 70,583,000 | -20,844,000 | 23,995,000 | 25,508,000 | 32,977,000 | |
| Capital expenditures | 45,457,000 | 44,362,000 | 40,814,000 | 50,864,000 | 23,355,000 | 27,361,000 | 36,875,000 | 26,446,000 | 14,347,000 | 17,241,000 | |
| Dividends paid | 14,456,000 | 14,532,000 | 14,592,000 | 15,325,000 | 216,049,000 | 16,167,000 | 16,974,000 | 8,884,000 | 0.00 | 0.00 | |
| Assets | 623,260,000 | 651,162,000 | 755,743,000 | 707,373,000 | 712,668,000 | 523,584,000 | 542,093,000 | 446,461,000 | 356,357,000 | 371,372,000 | |
| Liabilities | 350,512,000 | 340,379,000 | 411,963,000 | 352,516,000 | 335,919,000 | 338,862,000 | 340,331,000 | 290,808,000 | 175,389,000 | 154,818,000 | |
| Stockholders' equity | 310,783,000 | 343,780,000 | 354,857,000 | 376,749,000 | 109,055,000 | 184,722,000 | 201,762,000 | 155,653,000 | 180,968,000 | 216,554,000 | |
| Cash and cash equivalents | 44,156,000 | 29,511,000 | 36,491,000 | 34,397,000 | 31,422,000 | 30,521,000 | 19,232,000 | 9,660,000 | 7,062,000 | 6,729,000 | |
| Free cash flow | 3,415,000 | 43,853,000 | 56,980,000 | 64,999,000 | 51,018,000 | 43,222,000 | -57,719,000 | -2,451,000 | 11,161,000 | 15,736,000 |
Ratios
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Return on equity | 7.87% | 11.13% | 7.00% | 12.81% | -69.18% | 31.30% | 14.10% | -68.04% | -35.68% | 15.46% | |
| Return on assets | 3.76% | 5.06% | 3.51% | 6.77% | 11.04% | 5.25% | -23.72% | -18.12% | 9.01% | ||
| Liabilities / equity | 1.10 | 1.20 | 0.99 | 0.89 | 1.83 | 1.69 | 1.87 | 0.97 | 0.71 | ||
| Current ratio | 1.79 | 1.74 | 1.88 | 1.73 | 1.53 | 1.40 | 1.62 | 0.71 | 1.52 | 1.62 |
Industry Peer Context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001628280-26-016665; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-26-016665; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001628280-26-016665; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016665; filed 2026-03-11. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016665; filed 2026-03-11. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016665; filed 2026-03-11. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016665; filed 2026-03-11. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016665; filed 2026-03-11. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016665; filed 2026-03-11. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016665; filed 2026-03-11. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016665; filed 2026-03-11. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016665; filed 2026-03-11. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016665; filed 2026-03-11. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000850429.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2011-Q2 | 2011-06-30 | 201,395,000 | reported discrete quarter | ||
| 2011-Q3 | 2011-09-30 | 203,924,000 | reported discrete quarter | ||
| 2011-Q4 | 2011-12-31 | 203,784,000 | derived Q4 = FY annual - nine-month YTD | ||
| 2012-Q1 | 2012-03-31 | 219,763,000 | reported discrete quarter | ||
| 2012-Q2 | 2012-06-30 | 218,763,000 | reported discrete quarter | ||
| 2012-Q3 | 2012-09-30 | 221,748,000 | reported discrete quarter | ||
| 2019-Q3 | 2019-09-30 | 0.51 | reported discrete quarter | ||
| 2020-Q1 | 2020-06-30 | 0.33 | reported discrete quarter | ||
| 2020-Q3 | 2020-09-30 | -1.95 | reported discrete quarter | ||
| 2021-Q1 | 2021-06-30 | 0.63 | reported discrete quarter | ||
| 2021-Q3 | 2021-09-30 | 0.19 | reported discrete quarter | ||
| 2022-Q1 | 2022-03-31 | 0.49 | reported discrete quarter | ||
| 2022-Q2 | 2022-06-30 | 0.44 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.03 | reported discrete quarter | ||
| 2022-Q4 | 2022-12-31 | -3,867,000 | derived Q4 = FY annual - nine-month YTD | ||
| 2023-Q3 | 2023-09-30 | -50,380,000 | reported discrete quarter | ||
| 2023-Q4 | 2023-12-31 | -35,591,000 | derived Q4 = FY annual - nine-month YTD | ||
| 2024-Q1 | 2024-03-31 | 3,288,000 | reported discrete quarter | ||
| 2024-Q2 | 2024-06-30 | 8,792,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-09-30 | -3,946,000 | reported discrete quarter | ||
| 2024-Q4 | 2024-12-31 | -72,699,000 | derived Q4 = FY annual - nine-month YTD | ||
| 2025-Q1 | 2025-03-31 | 10,101,000 | 0.29 | reported discrete quarter | |
| 2025-Q2 | 2025-06-30 | 1,731,000 | 0.05 | reported discrete quarter | |
| 2025-Q3 | 2025-09-30 | 7,074,000 | 0.20 | reported discrete quarter | |
| 2025-Q4 | 2025-12-31 | 14,570,000 | derived Q4 = FY annual - nine-month YTD | ||
| 2026-Q1 | 2026-03-31 | 5,661,000 | 0.17 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2012 ended 2012-09-30; accession 0001193125-12-448285; filed 2012-11-02. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-032556; filed 2026-05-08. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-032556; filed 2026-05-08. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001628280-26-032556.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking and Cautionary Statements
Some of the information contained in this Quarterly Report on Form 10-Q ("Form 10-Q") may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. When the Company uses the words “believe,” “estimate,” “anticipate,” “appear to,” “expect,” “project,” “plan,” “likely,” “may” and similar expressions, it does so to identify forward-looking statements. Such statements are based on the Company's then current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. It is possible that the Company's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in or implied by these forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Factors that could cause actual results to differ materially from expectations include, without limitation, the following:
•the impact of trade policies and prolonged geopolitical conflicts on raw materials and supply chain constraints;
•the impact of macroeconomic factors, such as inflation, interest rates and recession risks;
•an increase in the operating costs incurred by the Company’s business units, including, for example, the cost of raw materials and energy;
•noncompliance with any of the financial and other restrictive covenants in the ABL Facility;
•failure to continue to attract, develop and retain certain key officers or employees;
•disruptions to the Company’s manufacturing facilities, including those resulting from labor shortages;
•an information technology system failure or breach;
•risks of doing business in countries outside the U.S. that affect our international operations;
•the impact of public health epidemics on employees, production and the global economy;
•political, economic and regulatory factors concerning the Company’s products;
•the impact of the imposition of tariffs and sanctions on imported aluminum ingot used by Bonnell Aluminum;
•inability to replace aging equipment and information technology systems with necessary capital expenditures;
•inability to develop, efficiently manufacture and deliver new products at competitive prices;
•loss of sales to significant customers on which the Company’s business is highly dependent;
•inability to achieve sales to new customers to replace lost business;
•failure of the Company’s customers to achieve success or maintain market share;
•failure to protect our intellectual property rights;
and the other factors discussed in the reports Tredegar files with or furnishes to the Securities and Exchange Commission (the “SEC”) from time to time, including the risks and important factors set forth in additional detail in Part I, Item 1A of Tredegar’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Readers are urged to review and consider carefully the disclosures Tredegar makes in its filings with the SEC.
Tredegar does not undertake, and expressly disclaims any duty, to update any forward-looking statement to reflect any change in management’s expectations or any change in conditions, assumptions or circumstances on which such statements are based, except as required by applicable law.
References herein to “Tredegar,” “the Company,” “we,” “us” and “our” are to Tredegar Corporation and its subsidiaries, collectively, unless the context otherwise indicates or requires.
Unless otherwise stated or indicated, all comparisons are to the prior year period. References to "Notes" are to notes to our condensed consolidated financial statements found in Part I, Item 1 of this Form 10-Q.
17
Critical Accounting Policies and Estimates
In the ordinary course of business, the Company makes a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of financial statements in conformity with generally accepted accounting standards in the United States ("GAAP"). The Company believes the estimates, assumptions and judgments described in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates”in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the" 2025 Form 10-K") have the greatest potential impact on our financial statements, so Tredegar considers these to be its critical accounting policies. Since December 31, 2025, there have been no changes in these policies or estimates that have had a material impact on our results of operations or financial position.
Business Overview
Tredegar Corporation is an industrial manufacturer with two primary businesses: custom aluminum extrusions for the building & construction (“B&C”), automotive and specialty end-use markets in the United States through its Aluminum Extrusions segment (with exports comprising less than 5% of total sales volume) and surface protection films for high-technology applications in the global electronics industry through its High Performance Films segment. With approximately 1,700 employees, the Company operates manufacturing facilities in the U.S. and China.
In the fourth quarter of 2025, the Company renamed the segment formerly known as “PE Films.” This segment is now referred to as “High Performance Films.” The product previously known as polyethylene overwrap films was renamed to advanced packaging films. There were no changes to the operations reported within the High Performance Films segment. The Company continues to have two reportable segments: Aluminum Extrusions and High Performance Films.
Earnings before interest, taxes, depreciation and amortization ("EBITDA") from ongoing operations is the measure of segment profit and loss used by Tredegar’s chief operating decision maker ("CODM") 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.
Earnings before interest and taxes ("EBIT") from ongoing operations is a non-GAAP financial measure included in the reconciliation of segment financial information to consolidated results for the Company in the Segment Operations Review section below. It is not intended to represent the stand-alone results for Tredegar's ongoing operations under GAAP and should not be considered as an alternative to net income as defined by GAAP. We believe that EBIT is a widely understood and utilized metric that is meaningful to certain investors and that including this financial metric in the reconciliation of management’s performance metric, EBITDA from ongoing operations, provides useful information to those investors that primarily utilize EBIT to analyze the Company’s core operations.
First quarter 2026 net income (loss) from continuing operations was $5.1 million ($0.15 per diluted share) compared to $0.7 million ($0.02 per diluted share) in the first quarter of 2025.
First Quarter Financial Results Highlights
•EBITDA from ongoing operations for Aluminum Extrusions was $11.7 million in the first quarter of 2026 versus $9.2 million in the first quarter of 2025 and versus $15.7 million in the fourth quarter of 2025.
•EBITDA from ongoing operations for High Performance Films was $5.1 million in the first quarter of 2026 versus $7.5 million in the first quarter of 2025 and versus $5.7 million in the fourth quarter of 2025.
18
Results of Operations
First Quarter of 2026 Compared with the First Quarter of 2025 Results
The following table presents a bridge of consolidated net income (loss) from continuing operations from the first quarter of 2025 to the first quarter of 2026 with management's related discussion and analysis below the table.
| (In thousands) | |||
|---|---|---|---|
| Net income (loss) from continuing operations for the three months ended March 31, 2025 | $ | 671 | |
| Income tax expense (benefit) | 577 | ||
| Income (loss) from continuing operations before income taxes for the three months ended March 31, 2025 | 1,248 | ||
| Change in income (loss) from increases (decreases) in the following items: | |||
| Sales | 21,751 | ||
| Other income (expense), net | 54 | ||
| Total | 21,805 | ||
| Change in income (loss) from (increases) decreases in the following items: | |||
| Cost of goods sold | (21,853) | ||
| Freight | 67 | ||
| Selling, general and administrative | 4,245 | ||
| Interest expense | 654 | ||
| Other | (64) | ||
| Total | (16,951) | ||
| Income (loss) from continuing operations before income taxes for the three months ended March 31, 2026 | 6,102 | ||
| Income tax expense (benefit) | 1,032 | ||
| Net income (loss) from continuing operations for the three months ended March 31, 2026 | $ | 5,070 |
Sales in the first quarter of 2026 increased by $21.8 million compared with the first quarter of 2025. Net sales (sales less freight) in Aluminum Extrusions increased $25.8 million, primarily due to the pass-through of higher metal costs, partially offset by lower volume. Net sales in High Performance Films decreased $4.0 million, primarily due to a decrease in sales volume and unfavorable mix in surface protection films. For more information on net sales and volume, see the Segment Operations Review below.
Consolidated gross profit (sales minus cost of goods sold and freight) as a percentage of sales (gross profit margin) was 12.6% in the first quarter of 2026 compared to 14.3% in the first quarter of 2025. The gross profit margin in Aluminum Extrusions remains consistent with the prior period. The gross profit margin in High Performance Films decreased due to a lower Surface Protection contribution margin associated with lower volume and unfavorable mix, partially offset by higher advanced packaging volume and favorable mix.
As a percentage of sales, selling, general and administrative (“SG&A”) and research and development ("R&D") expenses were 8.9% in the first quarter of 2026 compared with 12.6% in the first quarter of 2025. First quarter sales increased 13.2% while SG&A decreased 20.5% compared to the prior period. Lower SG&A spending was primarily due to lower professional fees associated with business development activities ($2.9 million), lower employee compensation ($0.7 million), and lower stock-based compensation ($0.4 million).
Interest expense was $0.4 million in the first quarter of 2026 in comparison to $1.0 million in the first quarter of 2025. The decrease in interest expense was primarily due to lower weighted average total debt outstanding and lower interest rates.
The effective tax rate used to compute income taxes (benefit) from continuing operations in the first quarter of 2026 was 16.9% compared to 46.2% in the first quarter of 2025. The effective tax rate for the first three months of 2026 varies from the statutory rate of 21% due to research and development tax credits while the effective tax rate for the first three months of 2025 varies from the statutory rate due to a mix of lower pre-tax income and higher nondeductible discrete items as a percentage of pre-tax income.
19
Pre-tax gains and losses associated with plant shutdowns, asset impairments, restructurings and other items for the first quarters of 2026 and 2025 detailed below are shown in the reconciliation of net sales and EBITDA from ongoing operations by segment in the table in the Segment Operations Review section below and are included in “Asset impairments and costs associated with exit and disposal activities, net of adjustments”
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations focuses on and is intended to clarify the results of our operations, certain changes in our financial position, liquidity, capital structure and business developments for the periods covered by the consolidated financial statements included in this Form 10-K. This discussion should be read in conjunction with, and is qualified by reference to, the other related information including, but not limited to, the audited consolidated financial statements (including the notes thereto) and the description of our business, all as set forth in this Form 10-K, as well as the risk factors discussed above in Item 1A.
This section provides discussion and a year-to-year comparison for the years ended December 31, 2025 and 2024.
Business Overview
General
Tredegar Corporation is an industrial manufacturer with two primary businesses: custom aluminum extrusions for the B&C, automotive and specialty end-use markets in the United States through its Aluminum Extrusions segment (with exports comprising less than 5% of total sales volume) and surface protection films for high-end technology applications in the global electronics industry and packaging films for consumer and industrial products through its High Performance Films segment. With approximately 1,700 employees, the Company operates manufacturing facilities in the U.S. and China.
EBITDA from ongoing operations is the measure of segment profit and loss used by Tredegar’s chief operating decision maker (“CODM”) 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.
Earnings before interest and taxes (“EBIT”) from ongoing operations is a non-GAAP financial measure included in the reconciliation of segment financial information to consolidated results for the Company in the Segment Operations Review section below. EBIT is not intended to represent the stand-alone results for Tredegar's ongoing operations under GAAP and should not be considered as an alternative to net income (loss) as defined by GAAP. We believe that EBIT is a widely understood and utilized metric that is meaningful to certain investors and that including this financial metric in the reconciliation of management’s performance metric, EBITDA from ongoing operations, provides useful information to those investors that primarily utilize EBIT to analyze the Company’s core operations.
Sales were $722.9 million in 2025 compared to $598.0 million in 2024. Net income (loss) from continuing operations was $24.1 million ($0.69 per diluted share) in 2025, compared with net income (loss) from continuing operations of $1.0 million ($0.03 per diluted share) in 2024.
2025 Financial Results Highlights
•EBITDA from ongoing operations for Aluminum Extrusions of $51.0 million was $9.6 million higher than the year of 2024.
•EBITDA from ongoing operations for High Performance Films of $27.1 million was $3.3 million lower than the year of 2024.
Gains and losses associated with exit and disposal activities, plant shutdowns, asset impairments, restructurings and other items are described in Results of Operations below.
12
Results of Operations
2025 versus 2024
The following table presents a bridge of consolidated net income (loss) from continuing operations from the year of 2024 to the year of 2025 with related management’s discussion and analysis below the table.
| (In thousands) | |||
|---|---|---|---|
| Net income (loss) from continuing operations for the year ended December 31, 2024 | $ | 1,045 | |
| Income tax expense (benefit) | (165) | ||
| Income (loss) from continuing operations before income taxes for the year ended December 31, 2024 | 880 | ||
| Change in income (loss) from increases (decreases) in the following items: | |||
| Sales | 124,839 | ||
| Other income (expense), net | 2,351 | ||
| Total | 127,190 | ||
| Change in income (loss) from (increases) decreases in the following items: | |||
| Cost of goods sold | (108,363) | ||
| Freight | (3,122) | ||
| Selling, general and administrative | (6,060) | ||
| Interest expense | 661 | ||
| OPEB termination gain | 6,265 | ||
| Goodwill impairment | 13,271 | ||
| Other | (53) | ||
| Total | (97,401) | ||
| Income (loss) from continuing operations before income taxes for the year ended December 31, 2025 | 30,669 | ||
| Income tax expense (benefit) | 6,584 | ||
| Net income (loss) from continuing operations for the year ended December 31, 2025 | $ | 24,085 |
Sales in 2025 increased by 20.9% compared with 2024. Net sales increased 27.0% in Aluminum Extrusions primarily due to higher sales volume and the pass-through of higher metal costs. Net sales decreased 5.2% in High Performance Films primarily due to lower net sales in Surface Protection and advanced packaging films. For more information on changes in net sales and volume, see the Segment Operations Review section below.
Other income (expense), net was $1.4 million in 2025 compared to $(1.0) million in 2024. The amount in other income (expense), net for 2025 was primarily related to a gain on the sale of corporate-owned land of $1.5 million. The amount in other income (expense), net for 2024 was primarily related to $1.3 million of deferred and discretionary incentive payments made in 2024 subsequent to the sale of Terphane.
Consolidated gross profit (sales minus cost of goods sold and freight) as a percentage of sales (gross profit margin) was 15.1% in 2025 versus 16.1% in 2024.
•The gross profit margin in Aluminum Extrusions remained flat primarily due to higher volume, favorable pricing and lower manufacturing costs associated with material yield, offset by higher labor rates, unfavorable productivity, higher maintenance and supply expense, partially due to the impact of tariffs and severe weather and downed equipment in the first half of 2025, higher expense for externally produced billet associated with the increase in volume and higher die expense associated with timing of purchases and increasing volume. Additionally, inventories accounted for under the last-in first-out (“LIFO”) inventory method resulted in a net benefit of $2.6 million in 2025 compared to a net benefit of $0.1 million in 2024 due to a favorable current cost adjustment associated with higher metal prices ($9.3 million benefit in 2025 and $1.3 million benefit 2024), partially offset by a corresponding increase in the LIFO reserve, which resulted in a charge of $6.7 million in the fourth quarter 2025 versus a charge of $1.2 million in the fourth quarter 2024. The timing of the flow-through under the first-in first-out (“FIFO”) method of aluminum raw material costs, which were previously acquired in a quickly changing commodity pricing environment, causing a temporary mismatch in the change in the cost of raw materials included in variable costs and the pass through to customers included in sales, resulted in a benefit of $8.7 million in 2025 versus a benefit of $0.1 million in 2024.
•The gross profit margin in High Performance Films slightly decreased primarily due to lower contribution margin (net sales less variable costs) from Surface Protection associated with lower volume, unfavorable mix, partially offset by favorable pricing, variable cost savings and operating efficiencies. Inventories accounted for under the LIFO method
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resulted in a charge of $0.2 million in 2025 versus a benefit of $0.2 million in 2024, and the pass-through lag associated with resin costs resulted in a charge of $0.3 million in 2025 versus a charge of $1.0 million in 2024.
For more information on changes in operating costs and expenses, see the Segment Operations Review section below.
As a percentage of sales, selling, general and administrative (“SG&A”) and research and development (“R&D”) expenses were 11.0% in 2025 compared with 12.3% in 2024. While SG&A expense increased 8.3% and R&D remained flat year-over-year, sales increased $124.8 million or 20.9% compared with the prior year period. Higher SG&A spending was primarily due to higher employee-related compensation and higher professional fees associated with business development activities.
During 2025, the Company terminated the Other Post-Retirement Benefits (“OPEB”) program. The OPEB total obligation and unrecognized pre-tax actuarial gain reported in the consolidated balance sheets was $5.0 million and $1.3 million, respectively, which was realized in the income statement during the fourth quarter of 2025. See Note 8 “Retirement Benefits and Other Postretirement Benefits” to the Consolidated Financial Statements in Item 15 for more information.
During 2024, a non-cash goodwill impairment of $13.3 million was recognized associated with the Clearfield, Utah operation reporting unit in Aluminum Extrusions. See Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15 for more information.
The effective tax rate from continuing operations for 2025 was 21.5%, compared to (18.8)% in 2024. The increase in the effective tax rate was primarily due to higher pre-tax income from continuing operations in 2025 than in 2024. The tax rate in 2024 was impacted by the release of valuation allowance on deferred taxes. See Note 11 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
Pre-tax gains and losses associated with plant shutdowns, asset impairments, restructurings and other items in 2025 detailed below are shown in the reconciliation of net sales and EBITDA from ongoing operations by segment in the Segment Operations Review below and are included in “Asset impairments and costs associated with exit and disposal activities, net of adjustments” in the consolidated statements of income, unless otherwise noted.
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| ($ in millions) | Q1 | Q2 | Q3 | Q4 | 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Aluminum Extrusions: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Production equipment asset impairment | $ | — | $ | — | $ | 0.4 | $ | 0.4 | $ | 0.8 | ||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Consulting expenses for ERP/MES project1 | 0.4 | 0.4 | 0.4 | 0.3 | 1.5 | |||||||||
| Storm damage to the Newnan, Georgia plant1 | — | (0.2) | — | — | (0.2) | |||||||||
| Legal fees associated with the Aluminum Extruders Trade Case and other matters1 | 0.3 | (0.2) | — | (0.1) | — | |||||||||
| Aluminum extrusion press fire at Newnan, Georgia Plant1 | — | — | 0.1 | — | 0.1 | |||||||||
| Aluminum premium charge as a result of unplanned maintenance interruptions3 | 0.3 | — | — | — | 0.3 | |||||||||
| Total for Aluminum Extrusions | $ | 1.0 | $ | — | $ | 0.9 | $ | 0.6 | $ | 2.5 | ||||
| Corporate: | ||||||||||||||
| (Gain) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Professional fees associated with business development activities1 | $ | 2.5 | $ | 1.3 | $ | 1.7 | $ | 0.9 | $ | 6.4 | ||||
| Professional fees associated with remediation activities related to internal control over financial reporting1 | 0.2 | — | — | — | 0.2 | |||||||||
| Professional fees associated with the transition to the ABL Facility1 | 0.1 | 0.1 | — | 0.1 | 0.3 | |||||||||
| Professional fees associated with the OPEB termination4 | — | — | 0.1 | 0.3 | 0.4 | |||||||||
| Group annuity contract premium adjustment2,4 | 0.1 | — | — | — | 0.1 | |||||||||
| Proceeds on the sale of corporate-owned land2 | (0.1) | (1.4) | — | — | (1.5) | |||||||||
| OPEB termination gain4 | — | — | — | (6.3) | (6.3) | |||||||||
| Total for Corporate | $ | 2.8 | $ | — | $ | 1.8 | $ | (5.0) | $ | (0.4) | ||||
| 1.Included in “Selling, general and administrative expenses” in the consolidated statements of income.2.Included in “Other income (expense), net” in the consolidated statements of income.3.Included in “Cost of good sold” in the consolidated statements of income.4.For more information, see Note 8 “Retirement Plans and Other Postretirement Benefits” to the Consolidated Financial Statements in Item 15. |
Average total debt outstanding and interest rates were as follows:
| (In millions, except percentages) | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Floating-rate debt with interest charged on a rollover basis plus a credit spread: | ||||||
| Average total outstanding debt balance | $ | 54.8 | $ | 117.7 | ||
| Average interest rate | 6.7 | % | 8.9 | % |
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Segment Operations Review
2025 versus 2024
A summary of operating results for 2025 versus 2024 for both of the Company’s reporting segments is shown below.
Aluminum Extrusions
A summary of results for Aluminum Extrusions is provided below:
| Year Ended | Favorable/ | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | |||||||
| 2025 | 2024 | % Change | |||||||
| Sales volume (lbs) | 157,071 | 139,152 | 12.9% | ||||||
| Net sales | $ | 598,975 | $ | 471,815 | 27.0% | ||||
| Variable costs | 454,249 | 354,397 | (28.2)% | ||||||
| Last-in first-out inventory adjustment | 6,741 | 1,234 | NM* | ||||||
| Manufacturing fixed costs1 | 46,402 | 40,123 | (15.6)% | ||||||
| Selling, general and administrative costs1 | 38,461 | 33,638 | (14.3)% | ||||||
| Other2 | 2,164 | 1,066 | (103.0)% | ||||||
| EBITDA from ongoing operations | $ | 50,958 | $ | 41,357 | 23.2% | ||||
| Depreciation & amortization | (16,640) | (17,722) | 6.1% | ||||||
| EBIT from ongoing operations3 | $ | 34,318 | $ | 23,635 | 45.2% | ||||
| Capital expenditures | $ | 15,392 | $ | 10,097 | |||||
| 1.Excludes related depreciation and amortization2.Includes segment allocated employee compensation benefit expenses3.See the reconciliation below of this non-GAAP measure to the most comparable measure calculated in accordance with GAAP.*Not meaningful (“NM”) |
Net sales in 2025 increased 27.0% versus 2024 primarily due to higher sales volume and the pass-through of higher metal costs. Sales volume increased 12.9% versus 2024.
EBITDA from ongoing operations increased $9.6 million in 2025 versus 2024, primarily due to:
•A $27.3 million increase in contribution margin associated with:
◦Higher volume ($14.6 million), favorable pricing ($5.6 million) and lower manufacturing costs associated with material yield ($0.8 million favorable in 2025 versus $0.5 million favorable in 2024), partially offset by: higher labor rates ($3.1 million); unfavorable productivity ($1.2 million); higher maintenance and supply expense, partially due to the impact of tariffs and severe weather and downed equipment in the first half of 2025 ($2.2 million); higher expense for externally produced billet associated with the increase in volume ($0.9 million); higher die expense associated with timing of purchases and increasing volumes ($1.0 million), and higher utilities ($0.9 million); and
◦The timing of the flow-through under the FIFO method of aluminum raw material costs, which were previously acquired in a quickly changing commodity pricing environment, causing a temporary mismatch in the change in the cost of raw materials included in variable costs and the pass through to customers included in sales, resulted in a benefit of $8.7 million in 2025 versus a benefit of $0.1 million in 2024.
•Inventories accounted for under the LIFO method resulted in a net benefit of $2.6 million in 2025 compared to a net benefit of $0.1 million in 2024 due to a favorable current cost adjustment associated with higher metal prices ($9.3 million benefit in 2025 and $1.3 million benefit in 2024), partially offset by a corresponding increase in the LIFO reserve, which resulted in a charge of $6.7 million in 2025 versus a charge of $1.2 million in 2024.
•Higher fixed costs primarily associated with wage increases and compensation-related costs ($2.9 million), higher maintenance and utilities expenses ($1.5 million) and added resources to support increasing volume ($1.2 million).
•Higher SG&A expenses primarily due to employee-related compensation ($3.2 million), employee training and onboarding expense ($0.5 million) and routine environmental compliance expense ($0.3 million).
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•Higher other expense for employee-related medical costs caused by an increase in the number of high-cost medical claims versus favorable experience in recent years ($1.1 million). The Company is self-insured for medical claims with stop loss coverage for claims of over $0.3 million.
Given recent increased geopolitical tensions in the Middle East, Aluminum Extrusions is monitoring potential implications for the availability of certain aluminum‑related raw materials in 2026 and evaluating whether diversifying its sourcing may be warranted. Aluminum Extrusions maintains robust supply agreements that support the continuity of aluminum and other key cost components. See discussion of quantitative and qualitative disclosures about market risk in Item 7A in this Form 10-K for additional information on aluminum price trends.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures for Bonnell Aluminum are projected to be $20 million in 2026, including $7 million for productivity projects and $13 million for capital expenditures required to support continuity of operations. Depreciation expense is projected to be $14 million in 2026. Amortization expense is projected to be $2 million in 2026. The Company anticipates capital spending to increase from the levels of the past two years and return to a pattern more closely aligned with depreciation and amortization, consistent with long-term historical patterns. This approach supports ongoing maintenance and efficiency initiatives while maintaining disciplined capital allocation.
High Performance Films
A summary of results for High Performance Films is provided below:
| Year Ended | Favorable/ | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | |||||||
| 2025 | 2024 | % Change | |||||||
| Sales volume (lbs) | 38,328 | 39,324 | (2.5)% | ||||||
| Net sales | $ | 99,756 | $ | 105,199 | (5.2)% | ||||
| Variable costs | 46,596 | 50,289 | 7.3% | ||||||
| LIFO inventory adjustment | 212 | (174) | NM* | ||||||
| Manufacturing fixed costs1 | 14,134 | 13,248 | (6.7)% | ||||||
| Selling, general and administrative costs1 | 11,618 | 11,245 | (3.3)% | ||||||
| Other2 | 59 | 105 | 43.8% | ||||||
| EBITDA from ongoing operations | $ | 27,137 | $ | 30,486 | (11.0)% | ||||
| Depreciation & amortization | (4,895) | (5,200) | 5.9% | ||||||
| EBIT from ongoing operations3 | $ | 22,242 | $ | 25,286 | (12.0)% | ||||
| Capital expenditures | $ | 1,849 | $ | 1,761 | |||||
| 1.Excludes related depreciation and amortization2.Includes segment allocated employee compensation benefit expenses3.See the reconciliation below of this non-GAAP measure to the most comparable measure calculated in accordance with GAAP.*Not meaningful (“NM”) |
Net sales in 2025 decreased 5.2% versus 2024 due to a decrease of 4% in sales volume in 2025 for surface protection films versus 2024. Advanced packaging films volume decreased 1%.
EBITDA from ongoing operations in 2025 decreased $3.3 million versus 2024 primarily due to:
•Lower contribution margin of $1.8 million resulting from:
◦A $1.0 million decrease from Surface Protection associated with lower volume, unfavorable mix and favorable pricing ($4.5 million), partially offset by variable cost savings and operating efficiencies ($3.1 million) and the pass-through lag associated with resin costs (a charge of $0.2 million in 2025 versus a charge of $0.7 in 2024); and
◦A $0.8 million decrease from advanced packaging films associated with lower volume, unfavorable shift in sales mix and unfavorable pricing ($1.0 million) and unfavorable operating efficiencies ($0.5 million), partially offset by variable cost savings ($0.5 million) and the pass-through lag associated with resin costs (a charge of $0.1 million in 2025 versus a charge of $0.3 million in 2024).
•Inventories accounted for under the LIFO method that resulted in a charge of $0.2 million in 2025 versus a benefit of $0.2 million in 2024.
•Higher fixed costs primarily associated with wage increases and compensation-related costs ($0.9 million).
•Lower SG&A of $0.2 million primarily due to lower administrative costs.
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•A foreign currency transaction loss of $0.3 million in 2025 versus a gain of $0.3 million in 2024.
See discussion of quantitative and qualitative disclosures about market risk in Item 7A in this Form 10-K for additional information on resin price trends.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures for High Performance Films are projected to be $3 million in 2026, including $1 million for productivity projects and $2 million for capital expenditures required to support continuity of current operations. Depreciation expense is projected to be $4 million in 2026. There is no amortization expense for High Performance Films.
Corporate Expenses and Interest
Corporate expenses, net in 2025 increased by $0.9 million compared to 2024, primarily due to higher professional fees associated with business development activities ($5.9 million) and higher stock based compensation ($0.5 million), partially offset by lower employee-related incentive compensation ($2.1 million), a gain on the sale of corporate owned land ($1.5 million), lower internal and external audit fees ($0.9 million), lower professional fees associated with remediation activities related to internal control over financial reporting ($0.3 million) and lower professional fees associated with the transition to the ABL Facility (as defined below) ($0.2 million). The Company does not expect significant expenses from business development activities in 2026.
Interest expense was $4.0 million in 2025 in comparison to $4.7 million in 2024, primarily due to lower weighted average total debt outstanding and lower interest rates, partially offset by the write-off of deferred financing fees related to the May 2025 amendment to the ABL Facility of $0.8 million.
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Reconciliation of Net Sales and EBITDA from Ongoing Operations by Segment
A reconciliation of segment financial information to consolidated results for the Company for the years ended December 31, 2025, 2024 and 2023 is shown below:
| Year Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||||
| (In thousands) | 2025 | 2024 | 2023 | |||||||
| Net Sales | ||||||||||
| Aluminum Extrusions | $ | 598,975 | $ | 471,815 | $ | 474,803 | ||||
| High Performance Films | 99,756 | 105,199 | 76,763 | |||||||
| Total net sales | 698,731 | 577,014 | 551,566 | |||||||
| Add back freight | 24,133 | 21,011 | 21,757 | |||||||
| Sales as shown in the condensed consolidated statements of income | $ | 722,864 | $ | 598,025 | $ | 573,323 | ||||
| EBITDA from Ongoing Operations | ||||||||||
| Aluminum Extrusions: | ||||||||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 50,958 | $ | 41,357 | $ | 37,976 | ||||
| Depreciation & amortization | (16,640) | (17,722) | (17,927) | |||||||
| EBIT | 34,318 | 23,635 | 20,049 | |||||||
| Plant shutdowns, asset impairments, restructurings and other | (2,803) | (5,346) | (3,557) | |||||||
| Goodwill impairment | — | (13,271) | — | |||||||
| High Performance Films: | ||||||||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 27,137 | $ | 30,486 | $ | 11,217 | ||||
| Depreciation & amortization | (4,895) | (5,200) | (6,522) | |||||||
| EBIT | 22,242 | 25,286 | 4,695 | |||||||
| Plant shutdowns, asset impairments, restructurings and other | 13 | (420) | (4,972) | |||||||
| Goodwill impairment | — | — | (34,891) | |||||||
| Total | 53,770 | 29,884 | (18,676) | |||||||
| Interest income | 36 | 36 | 514 | |||||||
| Interest expense | 4,003 | 4,664 | 6,316 | |||||||
| Gain on investment in kaleo, Inc. | — | 144 | 262 | |||||||
| Stock option-based compensation costs | — | — | 231 | |||||||
| OPEB termination gain | 6,265 | — | — | |||||||
| Pension settlement loss | — | — | 92,291 | |||||||
| Corporate expenses, net | 25,399 | 24,520 | 33,727 | |||||||
| Income (loss) from continuing operations before income taxes | 30,669 | 880 | (150,465) | |||||||
| Income tax expense (benefit) | 6,584 | (165) | (51,300) | |||||||
| Net income (loss) from continuing operations | 24,085 | 1,045 | (99,165) | |||||||
| Income (loss) from discontinued operations, net of tax | 9,391 | (65,610) | (6,740) | |||||||
| Net income (loss) | $ | 33,476 | $ | (64,565) | $ | (105,905) |
Liquidity and Capital Resources
The Company continues to focus on working capital management. Measures such as days sales outstanding (“DSO”), days inventory outstanding (“DIO”) and days payables outstanding (“DPO”) are used to evaluate changes in working capital. Changes in operating assets and liabilities from December 31, 2024 to December 31, 2025 are summarized below. Cash flows for discontinued operations have not been separately disclosed in the consolidated statements of cash flows.
•Accounts and other receivables increased $17.0 million or 26.2%.
◦Accounts and other receivables in Aluminum Extrusions increased $17.3 million primarily due to higher sales volume and the pass-through of higher metal costs. DSO (computed using trailing 12 months net sales and a rolling 12-
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month average of accounts and other receivables balances) was approximately 44.8 days in 2025 and 44.7 days in 2024.
◦Accounts and other receivables in High Performance Films decreased $0.1 million primarily due to lower sales volume in surface protection films. DSO was approximately 25.4 days in 2025 and 24.9 days in 2024.
•Inventories increased $13.6 million or 26.4%.
◦Inventories in Aluminum Extrusions increased $12.7 million primarily due to the timing of raw material purchases and higher metal costs. DIO (computed using trailing 12 months costs of goods sold calculated on a FIFO basis and a rolling 12-month average of inventory balances calculated on the FIFO basis) was approximately 48.8 days in 2025 and 47.4 days in 2024.
◦Inventories in High Performance Films increased $0.9 million due to higher raw materials and finished goods. The DIO was approximately 54.6 days in 2025 and 50.3 days in 2024.
•Net property, plant and equipment decreased by $4.1 million or 3.0% primarily due to depreciation expense ($20.0 million) and production equipment impairment ($0.8 million), partially offset by capital expenditures ($17.1 million).
•Identifiable intangible assets, net decreased by $1.8 million or 24.0% primarily due to amortization expense.
•Deferred income tax assets, net decreased $6.2 million or 18.9% primarily due to a decrease in tax credit carryforwards and a decrease in deferred tax assets related to divestitures and employee benefits. The decrease in these deferred tax assets was partially offset by a decrease in deferred tax liabilities related to property, plant and equipment. See Note 11 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
•Accounts payable increased by $11.1 million or 17.1%.
◦Accounts payable in Aluminum Extrusions increased $12.0 million, primarily due to the timing of payments and higher metal costs. DPO (computed using trailing 12 months costs of goods sold calculated on a FIFO basis and a rolling 12-month average of accounts payable balances) was approximately 46.6 days in 2025 and 44.5 days in 2024.
◦Accounts payable in High Performance Films decreased $1.2 million, primarily due to the timing of payments. The DPO was approximately 40.6 days in 2025 and 41.3 days in 2024.
Net cash provided by operating activities was $33.0 million in 2025 compared to net cash provided by operating activities of $25.5 million in 2024. The change in operating activities is primarily due to an increase in EBITDA from ongoing operations of the Company’s continuing business segments, partially offset by higher working capital.
Net cash used in investing activities was $5.5 million in 2025 compared to net cash provided by investing activities of $40.5 million in 2024. The change in investing activities is primarily due to lower net cash proceeds received for the sale of Terphane ($44.8 million) and higher capital expenditures ($2.9 million), partially offset by higher proceeds from the sale of assets ($1.9 million).
Net cash used in financing activities was $28.2 million in 2025 compared to net cash used in financing activities of $65.0 million in 2024. The change in financing activities is primarily due to lower debt principal payments, net of borrowings ($37.5 million) under the ABL Facility, partially offset by higher debt financing fees ($0.7 million).
At December 31, 2025, Tredegar had cash and cash equivalents of $6.7 million, including funds held in locations outside the U.S. of $1.9 million.
Debt and Credit Agreements
ABL Facility
In May 2025, the Company entered into Amendment No. 5 (“Amendment No. 5”) to the Second Amended and Restated Credit Agreement (the "ABL Facility"), which provides the Company with a $125 million senior secured asset-based revolving credit facility. The ABL Facility is secured by substantially all assets of the Company and its domestic subsidiaries, including equity in certain material first-tier foreign subsidiaries. Availability for borrowings under the ABL Facility is governed by a borrowing base, determined by the application of specified advance rates against eligible assets, including a portion of trade accounts receivable, inventory, cash and cash equivalents, and owned machinery and equipment. Amendment No. 5 extended the maturity date of the ABL Facility to May 6, 2030. As of December 31, 2025, funds available to borrow under the ABL Facility was $87.5 million, or 70.0% of the aggregate commitment of $125 million. During 2025, the Company's letters of credit have been reduced from approximately $12 million to $3 million, which directly increases the Company's borrowing availability.
The financial covenant is a minimum fixed charge coverage ratio (as defined in the ABL Facility) of 1.00:1.00 that will be triggered in the event that availability is less than the greater of (x) 10% of the Line Cap (as defined in the ABL Facility) and
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(y) $10 million and will continue until availability is equal to or greater than the greater of (x) 10% of the Line Cap and (y) $10 million for 30 consecutive days, as long as no events of default are continuing.
The computation of Credit EBITDA and fixed charge coverage ratio, as defined in the ABL Facility, is presented below.
| Computations of Credit EBITDA (as defined in the ABL Facility) as of and for the Twelve Months Ended December 31, 2025 * | ||
|---|---|---|
| Computations of Credit EBITDA for the twelve months ended December 31, 2025 (in thousands): | ||
| Net income (loss) | $ | 33,476 |
| Plus: | ||
| After-tax losses related to discontinued operations | — | |
| Total income tax expense for continuing operations | 6,584 | |
| Interest expense | 4,003 | |
| Depreciation and amortization expense for continuing operations | 21,729 | |
| All non-cash losses and expenses, plus cash losses and expenses not to exceed $10,000, for continuing operations that are classified as unusual, extraordinary or which are related to plant shutdowns, asset impairments and/or restructurings (cash-related of $8,913) | 9,756 | |
| Charges related to stock option grants and awards accounted for under the fair value-based method | — | |
| Losses related to the application of the equity method of accounting | — | |
| Losses related to adjustments in the estimated fair value of assets accounted for under the fair value method of accounting | — | |
| Fees, costs and expenses incurred in connection with the amendment process (Amendment No. 3 “ABL Transition”) | 290 | |
| Fees, costs and expenses incurred in connection with the amendment process (Amendment No. 5) | — | |
| Minus: | ||
| After-tax income related to discontinued operations | (9,391) | |
| Total income tax benefits for continuing operations | — | |
| Interest income | (36) | |
| All non-cash gains and income, plus cash gains and income in excess of $10,000, for continuing operations that are classified as unusual, extraordinary or which are related to plant shutdowns, asset impairments and/or restructurings | (6,265) | |
| Income related to changes in estimates for stock option grants and awards accounted for under the fair value-based method | — | |
| Income related to the application of the equity method of accounting | — | |
| Income related to adjustments in the estimated fair value of assets accounted for under the fair value method of accounting | — | |
| Plus or minus, as applicable, pro forma EBITDA adjustments associated with acquisitions and asset dispositions | — | |
| Credit EBITDA | $ | 60,146 |
| Fixed charge coverage ratio**: | ||
| Credit EBITDA | $ | 60,146 |
| Unfinanced capital expenditures | $ | 17,241 |
| Fixed charges | $ | 4,626 |
| Fixed charge coverage ratio | 9.28 | |
| *Credit EBITDA is not intended to represent net income (loss) or cash flow from operations as defined by GAAP and should not be considered as an alternative to either net income (loss) or to cash flow. ** Fixed Charge Coverage Ratio is computed as the ratio of (a) Credit EBITDA minus Unfinanced Capital Expenditures to (b) Fixed Charges. |
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High Performance Films Guangzhou Loan
In October 2025, High Performance Films' business location in Guangzhou, China, Guangzhou Tredegar Film Products Co., Ltd. (“Guangzhou Tredegar”), entered into a 3.5 million Chinese Yuan, which is equivalent to $0.5 million as of December 31, 2025, unsecured revolving loan with the Industrial and Commercial Bank of China. The loan matures on October 20, 2026. The interest rate is the one-year loan prime rate published by the National Interbank Funding Center for the working day immediately preceding the drawdown date, minus 0.55%. As of December 31, 2025, the National Interbank Funding Center rate was 3.00%. The financial covenants require that the total amount of Guangzhou Tredegar’s current liabilities cannot exceed 50% of the total amount of current assets and the short-term financing amount cannot exceed 50% of Guangzhou Tredegar’s total sales.
In June 2024, Guangzhou Tredegar entered into a 9.5 million Chinese Yuan revolving loan with the Industrial and Commercial Bank of China. This loan matured on July 3, 2025. The interest rate was the one year loan prime rate published by the National Interbank Funding Center for the working day immediately preceding the drawdown date, minus 0.45%. As of December 31, 2025, there was no outstanding loan balance. The revolving loan was secured by a mortgage contract listing the Guangzhou Tredegar factory building as collateral. The mortgage was cancelled during the fourth quarter of 2025.
Each Guangzhou Tredegar loan, as applicable, was presented as current debt on the consolidated balance sheet for the years ended December 31, 2025 and 2024.
For more information on the ABL Facility and the High Performance Films Guangzhou Loan, see Note 7 “Debt and Credit Agreements” to the consolidated Financial Statements in Item 15.
As of December 31, 2025, the Company was in compliance with all debt covenants.
The Company believes that existing borrowing availability, current cash balances and cash flow from operations will be sufficient to satisfy short term material cash requirements related to working capital, capital expenditure, and debt repayments for at least the next 12 months. In the longer term, liquidity will depend on many factors, including the results of operations, the timing and extent of capital expenditures, changes in operating plans, or other events that would cause the Company to seek additional financing in future periods.
Material Cash Requirements for Known Contractual and Other Obligations
The Company’s material cash requirements from known contractual and other obligations as of December 31, 2025 were as follows:
Debt and interest payments
As of December 31, 2025, the Company had outstanding debt under the ABL Facility of $34.6 million with contractual payments due in May 2030. Estimated future interest payments associated with the ABL Facility total $8.4 million, with $1.9 million payable within the next 12 months.
As of December 31, 2025, High Performance Films had outstanding debt of $0.5 million under the High Performance Films Guangzhou Loan. Estimated future interest payments associated with the High Performance Films Guangzhou Loan payable within the next 12 months are immaterial.
Capital expenditure commitments
See “Projected Capital Expenditures and Depreciation & Amortization” within “Segment Operations Overview” above in this Item 7 for discussion of the Company’s planned investment in capital expenditures in 2025, of which $15.8 million are contractual commitments that existed as of December 31, 2025.
Operating Leases
The Company enters into various operating leases primarily for real estate, office equipment and vehicles. See Note 4 “Leases” to the Consolidated Financial Statements in Item 15 for additional information.
Uncertain Tax Positions
As of December 31, 2025, there were no unrecognized tax benefits on uncertain tax positions. See Note 11 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
Off-Balance Sheet Arrangements
The Company has no material off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
From time to time, the Company enters into transactions with third parties in connection with the sale of assets or businesses in which it agrees to indemnify the buyers or third parties involved in the transaction, or the sellers or third parties
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involved in the transaction agree to indemnify Tredegar, for certain liabilities or risks related to the assets or business. Also, in the ordinary course of business, the Company may enter into agreements with third parties for the sale of goods or services that may contain indemnification provisions. In the event that an indemnification claim is asserted, liability for indemnification would be subject to an assessment of the underlying facts and circumstances under the terms of the applicable agreement. Further, any indemnification payments may be limited or barred by a monetary cap, a time limitation, or a deductible or basket. For these reasons, the Company is unable to estimate the maximum potential amount of the potential future liability under the indemnity provisions of these agreements. Tredegar does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and the amount is reasonably estimable. The Company discloses contingent liabilities if the probability of loss is reasonably possible and material.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Certain accounting policies, as described below, are considered "critical accounting policies" because they are particularly dependent on estimates made by management about matters that are inherently uncertain and could have a material impact on the Company’s consolidated financial statements. Estimates and judgments are based on historical experience, forecasted events and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions. A summary of all of our significant accounting policies is included in Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15.
Impairment of 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). When assessing goodwill for impairment, accounting guidance allows the Company to first perform a qualitative assessment (“Step 0 analysis”), which evaluates certain qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, as well as company and reporting unit factors. If the Company's Step 0 analysis indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would perform a quantitative impairment test (“Step 1 analysis”).
As of December 31, 2025, the Company’s reporting unit with goodwill was Surface Protection in High Performance Films. The Company’s Step 0 analysis as of December 1, 2025 of this reporting unit concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount. Therefore, the Step 1 quantitative goodwill impairment test for this reporting unit was not necessary as of December 1, 2025.
As of December 31, 2025 and 2024, Surface Protection had goodwill of $22.4 million.
During 2024, customers of the Aluminum Extrusions’ Clearfield, Utah operation ("Clearfield") acquired as “Futura” in February 2017 continued to seek supply from other sources to meet their demand, including imports. However, in 2024, Clearfield continued to experience a resurgence in customer volumes that had declined due to the pandemic, albeit not at the speed and profit level that was previously projected. The recovery has been slower than previously anticipated, and is not trending back to previous Company expectations to replicate the EBITDA and net cash flow generation that existed prior to the pandemic-related disruptions and influx of imports.
As a consequence, the Company performed a goodwill impairment analysis during the fourth quarter of 2024 using Clearfield projections that assume the continuation of lower margin business. Since the estimated fair value of Clearfield fell below its carrying value by more than the amount of goodwill, the Company recognized a non-cash write-off of goodwill of $13.3 million ($10.4 million after deferred income tax benefits) associated with Clearfield.
The Company estimated the fair value of Clearfield by: (i) computing an estimated enterprise value (“EV”) utilizing the discounted cash flow method (the “DCF Method”), and (ii) adding cash and cash equivalents. Key financial assumptions utilized to determine the fair value of the reporting unit include sales volume and sales price growth projections.
See Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15 for additional information on the analysis of goodwill impairment.
Income Taxes
A valuation allowance is recorded in the period when the Company determines that it is more likely than not that all or a portion of deferred income tax assets may not be realized. The establishment and removal of a valuation allowance requires the Company to consider all positive and negative evidence and make a judgmental decision regarding the amount of valuation allowance required as of a reporting date.
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Tredegar may be required to change its provision for income taxes when estimates used in determining valuation allowances on deferred tax assets significantly change, or when new information indicates the need for adjustment in valuation allowances. Additionally, future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the financial statements in the year these changes occur.
See Note 11 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information on income taxes.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0000850429-25-000004.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations focuses on and is intended to clarify the results of our operations, certain changes in our financial position, liquidity, capital structure and business developments for the periods covered by the consolidated financial statements included in this Form 10-K. This discussion should be read in conjunction with, and is qualified by reference to, the other related information including, but not limited to, the audited consolidated financial statements (including the notes thereto) and the description of our business, all as set forth in this Form 10-K, as well as the risk factors discussed above in Item 1A.
This section provides discussion and a year-to-year comparison for the years ended December 31, 2024 and 2023 and for the years ended December 31, 2023 and 2022.
Business Overview
General
Tredegar Corporation is an industrial manufacturer with two primary businesses: custom aluminum extrusions for the B&C, automotive and specialty end-use markets in the United States through its Aluminum Extrusions segment (with exports comprising less than 5% of total sales volume) and surface protection films for high-technology applications in the global electronics industry through its PE Films segment. With approximately 1,500 employees, the Company operates manufacturing facilities in the U.S. and China.
EBITDA from ongoing operations is the measure of segment profit and loss used by Tredegar’s chief operating decision maker (“CODM”) 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.
Earnings before interest and taxes (“EBIT”) from ongoing operations is a non-GAAP financial measure included in the reconciliation of segment financial information to consolidated results for the Company in the Segment Operations Review section below. EBIT is not intended to represent the stand-alone results for Tredegar's ongoing operations under GAAP and should not be considered as an alternative to net income (loss) as defined by GAAP. We believe that EBIT is a widely understood and utilized metric that is meaningful to certain investors and that including this financial metric in the reconciliation of management’s performance metric, EBITDA from ongoing operations, provides useful information to those investors that primarily utilize EBIT to analyze the Company’s core operations.
Sales were $598.0 million in 2024 compared to $573.3 million in 2023. Net income (loss) from continuing operations was $1.0 million ($0.03 per diluted share) in 2024, compared with net income (loss) from continuing operations of $(99.2) million ($(2.91) per diluted share) in 2023.
2024 Financial Results Highlights
•EBITDA from ongoing operations for Aluminum Extrusions of $41.4 million was $3.4 million higher than the year of 2023.
•EBITDA from ongoing operations for PE Films of $30.5 million was $19.3 million higher than the year of 2023.
Gains and losses associated with exit and disposal activities, plant shutdowns, asset impairments, restructurings and other items are described in Results of Operations below.
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Results of Operations
2024 versus 2023
The following table presents a bridge of consolidated net income (loss) from continuing operations from the year of 2023 to the year of 2024 with related management’s discussion and analysis below the table.
| (In thousands) | |||
|---|---|---|---|
| Net income (loss) from continuing operations for the year ended December 31, 2023 | $ | (99,165) | |
| Income tax expense (benefit) | (51,300) | ||
| Income (loss) from continuing operations before income taxes for the year ended December 31, 2023 | (150,465) | ||
| Change in income (loss) from increases (decreases) in the following items: | |||
| Sales | 24,702 | ||
| Other income (expense), net | 1,197 | ||
| Total | 25,899 | ||
| Change in income (loss) from (increases) decreases in the following items: | |||
| Cost of goods sold | (518) | ||
| Freight | 746 | ||
| Selling, general and administrative | (7,582) | ||
| Research and development | 2,183 | ||
| Pension and postretirement benefits | 10,627 | ||
| Interest expense | 1,652 | ||
| Asset impairments and costs associated with exit and disposal activities, net of adjustments | 4,447 | ||
| Pension settlement loss | 92,291 | ||
| Goodwill impairment | 21,620 | ||
| Other | (20) | ||
| Total | 125,446 | ||
| Income (loss) from continuing operations before income taxes for the year ended December 31, 2024 | 880 | ||
| Income tax expense (benefit) | (165) | ||
| Net income (loss) from continuing operations for the year ended December 31, 2024 | $ | 1,045 |
Sales in 2024 increased by 4.3% compared with 2023. Net sales were relatively flat in Aluminum Extrusions primarily due to flat sales volume and the pass-through of higher metal costs, partially offset by a lower average conversion price add-on to metal costs associated with a shift in sales mix. Net sales increased 37.0% in PE Films primarily due to higher net sales and volume in Surface Protection, with extremely high sales in the first half of 2024 associated with the restocking of Surface Protection customers’ inventories. Overwrap films volume increased 14% versus 2023, primarily due to volume increases associated with lower margin business. For more information on changes in net sales and volume, see the Segment Operations Review section below.
Other income (expense), net was $(1.0) million in 2024 compared to $(2.1) million in 2023. The amount in other income (expense), net for 2024 was primarily related to $1.3 million of deferred and discretionary incentive payments made in 2024 subsequent to the sale of Terphane. The amount in other income (expense), net for 2023 was primarily related to a $2.0 million charge to adjust the initial purchase price of the nonparticipating single premium group annuity contract as a result of the routine administrative process to transition the pension plan.
Consolidated gross profit (sales minus cost of goods sold and freight) as a percentage of sales (gross profit margin) was 16.1% in 2024 versus 12.4% in 2023.
•The gross profit margin in Aluminum Extrusions increased primarily due to favorable variable manufacturing costs, higher labor productivity and higher volume, partially offset by higher labor and employee-related costs and lower spread (the difference between selling prices and metal costs) associated with a shift in sales mix. Additionally, inventories accounted for under the last-in first-out (“LIFO”) inventory method resulted in a charge of $1.2 million in 2024 versus a benefit of $0.9 million in 2023. The timing of the flow-through under the first-in first-out (“FIFO”) method of aluminum raw material costs, which were previously acquired in a quickly changing commodity pricing environment, causing a temporary mismatch in the change in the cost of raw materials included in variable costs and
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the pass through to customers included in sales, resulted in a benefit of $1.4 million in 2024 versus a charge of $1.0 million in 2023.
•The gross profit margin in PE Films increased primarily due to higher contribution margin (net sales less variable costs) from Surface Protection associated with substantially higher volume, favorable pricing, operating efficiencies and variable cost savings in 2024 versus 2023. Inventories accounted for under the LIFO method resulted in a benefit of $0.2 million in 2024 versus a benefit of $1.3 million in 2023, and the pass-through lag associated with resin costs resulted in a charge of $1.0 million in 2024 versus a charge of $0.5 million in 2023.
For more information on changes in operating costs and expenses, see the Segment Operations Review section below.
As a percentage of sales, selling, general and administrative (“SG&A”) and R&D expenses were 12.3% in 2024 compared with 11.9% in 2023. While SG&A expense increased 11.6% and R&D decreased 75.4% year-over-year, sales increased $24.7 million or 4.3% compared with the prior year period. Higher SG&A spending was primarily due to higher employee-related compensation and higher professional fees associated with business development activities. Lower R&D spending was primarily due to lower costs associated with the closure of the PE Films technical center in Richmond, VA in 2023.
Pension and postretirement benefits was $0.2 million in 2024 compared to $10.8 million in 2023. The change in pension and postretirement benefits was primarily due to lower pension expense as a result of the pension plan termination completed in 2023. During 2023, the Company settled the pension plan, which resulted in a pre-tax pension settlement loss in the consolidated results of operation of $92.3 million. On November 3, 2023, the pension plan termination and settlement process was completed, and the Company’s relevant pension plan obligation was transferred to Massachusetts Mutual Life Insurance Company. See Note 8 “Retirement Plans and Other Postretirement Benefits” to the Consolidated Financial Statements in Item 15 for more information.
During 2024, a non-cash goodwill impairment of $13.3 million was recognized associated with the Clearfield, Utah operation reporting unit in Aluminum Extrusions. During 2023, a non-cash partial goodwill impairment of $34.9 million was recognized associated with the Surface Protection reporting unit in PE Films. See Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15 for more information.
The effective tax rate used to compute income taxes from continuing operations for the year of 2024 was (18.8)%, compared to 34.1% in 2023. The decrease in the effective tax rate is primarily due to pre-tax income from continuing operations in 2024 versus a pre-tax loss from continuing operations in 2023. The tax rate in 2023 was significantly impacted by tax benefits previously recorded in other comprehensive income (loss) that were released in 2023 as a result of the pension plan termination. The stranded taxes released with the termination of the pension plan represent the effect of the change in federal and state tax rates on pension-related deferred tax items initially recorded in other comprehensive income. The related stranded taxes were released in full in 2023. See Note 11 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
Pre-tax gains and losses associated with plant shutdowns, asset impairments, restructurings and other items in 2024 detailed below are shown in the reconciliation of net sales and EBITDA from ongoing operations by segment in the Segment Operations Review below and are included in “Asset impairments and costs associated with exit and disposal activities, net of adjustments” in the consolidated statements of income, unless otherwise noted.
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| ($ in millions) | Q1 | Q2 | Q3 | Q4 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Aluminum Extrusions: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Production equipment asset impairment | $ | — | $ | — | $ | — | $ | 0.2 | $ | 0.2 | ||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Consulting expenses for ERP/MES project1 | 0.6 | 0.8 | 0.7 | 0.5 | 2.6 | |||||||||
| Storm damage to the Newnan, Georgia plant1 | 0.1 | 0.2 | — | (0.7) | (0.4) | |||||||||
| Legal fees associated with the Aluminum Extruders Trade Case and other matters1 | 0.2 | 0.3 | 0.4 | 0.3 | 1.2 | |||||||||
| Resolution of customer quality complaint3 | — | — | 0.8 | (0.1) | 0.7 | |||||||||
| Goodwill impairment4 | — | — | — | 13.3 | 13.3 | |||||||||
| Total for Aluminum Extrusions | $ | 0.9 | $ | 1.3 | $ | 1.9 | $ | 13.5 | $ | 17.6 | ||||
| PE Films: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Richmond, Virginia Technical Center closure expenses, including severance4 | $ | 0.2 | $ | 0.1 | $ | — | $ | (0.1) | $ | 0.2 | ||||
| Richmond, Virginia Technical Center lease modification4 | 0.3 | — | — | (0.1) | 0.2 | |||||||||
| Total for PE Films | $ | 0.5 | $ | 0.1 | $ | — | $ | (0.2) | $ | 0.4 | ||||
| Corporate: | ||||||||||||||
| (Gain) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Professional fees associated with business development activities1 | $ | 0.2 | $ | — | $ | 0.1 | $ | 0.3 | $ | 0.6 | ||||
| Professional fees associated with remediation activities related to internal control over financial reporting1 | 0.9 | 0.4 | 0.3 | 0.2 | 1.8 | |||||||||
| Professional fees associated with the transition to the ABL Facility1 | 0.2 | — | 0.1 | 0.1 | 0.4 | |||||||||
| Deferred and discretionary incentive payments made subsequent to the sale of Terphane2 | — | — | — | 1.3 | 1.3 | |||||||||
| Group annuity contract premium adjustment2,5 | — | (0.2) | — | (0.1) | (0.3) | |||||||||
| Total for Corporate | $ | 1.3 | $ | 0.2 | $ | 0.5 | $ | 1.8 | $ | 3.8 | ||||
| 1.Included in “Selling, general and administrative expenses” in the consolidated statements of income.2.Included in “Other income (expense), net” in the consolidated statements of income.3.Included in “Sales” in the consolidated statements of income.4.For more information, see Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15. 5.For more information, see Note 8 “Retirement Plans and Other Postretirement Benefits” to the Consolidated Financial Statements in Item 15. |
Average total debt outstanding and interest rates were as follows:
| (In millions, except percentages) | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Floating-rate debt with interest charged on a rollover basis plus a credit spread: | ||||||
| Average total outstanding debt balance | $ | 117.7 | $ | 148.9 | ||
| Average interest rate | 8.9 | % | 7.1 | % |
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2023 versus 2022
The following table presents a bridge of consolidated net income (loss) from the year of 2022 to the year of 2023 with related management’s discussion and analysis below the table.
| (In thousands) | |||
|---|---|---|---|
| Net income (loss) from continuing operations for the year ended December 31, 2022 | $ | 12,585 | |
| Income tax expense (benefit) | (3,021) | ||
| Income (loss) from continuing operations before income taxes for the year ended December 31, 2022 | 9,564 | ||
| Change in income (loss) from increases (decreases) in the following items: | |||
| Sales | (188,662) | ||
| Other income (expense), net | (3,209) | ||
| Total | (191,871) | ||
| Change in income (loss) from (increases) decreases in the following items: | |||
| Cost of goods sold | 150,109 | ||
| Freight | 4,785 | ||
| Selling, general and administrative | 4,223 | ||
| Research and development | 2,429 | ||
| Interest expense | (2,175) | ||
| Pension settlement loss | (92,291) | ||
| Goodwill impairment | (34,891) | ||
| Other | (347) | ||
| Total | 31,842 | ||
| Income (loss) from continuing operations before income taxes for the year ended December 31, 2023 | (150,465) | ||
| Income tax expense (benefit) | (51,300) | ||
| Net income (loss) from continuing operations for the year ended December 31, 2023 | $ | (99,165) |
Sales in 2023 decreased by 24.8% compared with 2022. Net sales decreased 25.6% in Aluminum Extrusions primarily due to lower sales volume and the pass-through of lower metal costs. Net sales decreased 21.3% in PE Films primarily due to lower volume in Surface Protection, resulting from weak demand in the consumer electronics market and customer inventory corrections during 2023. For more information on changes in net sales and volume, see the Segment Operations Review section below.
Other income (expense), net was $(2.1) million in 2023 compared to $1.1 million in 2022. The change in other income (expense), net was primarily due to a $2.0 million charge to adjust the initial purchase price of the nonparticipating single premium group annuity contract as a result of the routine administrative process to transition the pension plan. Also, there was cash consideration of $0.3 million received in January 2023 compared to $1.4 million received in May 2022 related to customary post-closing adjustments on the sale of the investment in kaleo, Inc., which was sold in December 2021.
Consolidated gross profit (sales minus cost of goods sold and freight) as a percentage of sales (gross profit margin) was 12.4% in 2023 versus 13.8% in 2022.
•The gross profit margin in Aluminum Extrusions decreased primarily due to lower volume, lower labor productivity in the first half of 2023, higher supply expense, including higher paint expense associated with a shift to more painted product throughout 2023 and inflationary costs for other supplies, partially offset by lower utility costs and unfavorable LIFO inventory adjustments. The timing of the flow through under the FIFO method of aluminum raw material costs, which were previously acquired in a quickly changing commodity pricing environment, causing a temporary mismatch in the change in the cost of raw materials included in variable costs and the pass through to customers included in sales, resulted in a charge of $1.0 million in 2023 versus a benefit of $0.1 million in 2022. There were lower fixed manufacturing costs primarily due to lower non-production utility costs, and lower employee compensation. In addition, the Company recorded an unfavorable out-of-period adjustment of $0.4 million related to inventory and accrued labor costs in 2022.
•The gross profit margin in PE Films increased primarily due to higher overwrap films contribution margin associated with higher volume, favorable mix and favorable pricing, operating efficiencies and cost improvements and favorable LIFO inventory adjustments for both Surface Protection and overwrap films in 2023 versus 2022, partially offset by lower contribution margin for Surface Protection associated with a market slowdown, customer
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inventory corrections and for previously disclosed customer product transitions. In addition, fixed manufacturing costs were lower primarily due to employee compensation and fixed cost savings.
For more information on changes in operating costs and expenses, see the Segment Operations Review section below.
As a percentage of sales, SG&A and R&D expenses were 11.9% in 2023 compared with 9.8% in 2022. While SG&A and R&D expenses decreased 6.1% and 45.6% year-over-year, sales decreased $188.7 million or 24.8% compared with the prior year period. Lower SG&A spending was primarily due to lower employee-related compensation and lower stock-based compensation. Lower R&D spending was primarily due to the closure of the technical center in Richmond, VA.
For more information on changes in interest expense, see the “Corporate Expenses, Interest and Other” section of the Segment Operations Review section below.
During 2023, the Company settled the pension plan, which resulted in a pre-tax pension settlement loss in the consolidated results of operation of $92.3 million. On November 3, 2023, the pension plan termination and settlement process was completed, and the Company’s relevant pension plan obligation was transferred to Massachusetts Mutual Life Insurance Company. See Note 8 “Retirement Plans and Other Postretirement Benefits” to the Consolidated Financial Statements in Item 15 for more information.
During 2023, a non-cash partial goodwill impairment of $34.9 million was recognized associated with the Surface Protection reporting unit in PE Films, see Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15 for more information.
The effective tax rate used to compute income taxes from continuing operations for the year of 2023 was 34.1%, compared to (31.6)% in 2022. The increase in the effective tax rate is primarily due to tax benefits previously recorded in other comprehensive income (loss) that were released as a result of the pension plan termination, partially offset by a reduction in Brazilian tax incentives as a percentage of income. The stranded taxes released with the termination of the pension plan represent the effect of the change in federal and state tax rates on pension-related deferred tax items initially recorded in other comprehensive income. The related stranded taxes were released in full in 2023. See Note 11 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
Pre-tax gains and losses associated with plant shutdowns, asset impairments, restructurings and other items in 2023 detailed below are shown in the reconciliation of net sales and EBITDA from ongoing operations by segment table in the Segment Operations Review below and are included in “Asset impairments and costs associated with exit and disposal activities, net of adjustments” in the consolidated statements of income, unless otherwise noted.
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| ($ in millions) | Q1 | Q2 | Q3 | Q4 | 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Aluminum Extrusions: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Other restructuring costs - severance | $ | — | $ | — | $ | 0.1 | $ | — | $ | 0.1 | ||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Consulting expenses for ERP/MES project1 | — | — | 1.2 | 0.6 | 1.8 | |||||||||
| Storm damage to the Newnan, Georgia plant1 | 0.6 | (0.2) | 0.1 | — | 0.5 | |||||||||
| Legal fees associated with the Aluminum Extruders Trade Case1 | — | — | — | 0.5 | 0.5 | |||||||||
| Total for Aluminum Extrusions | $ | 0.6 | $ | (0.2) | $ | 1.4 | $ | 1.1 | $ | 2.9 | ||||
| PE Films: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Impairment of Richmond, Virginia Technical Center assets3 | $ | — | $ | — | $ | 3.4 | $ | 0.1 | $ | 3.5 | ||||
| Richmond, Virginia Technical Center closure expenses, including severance3 | — | — | 1.2 | 0.1 | 1.3 | |||||||||
| Richmond, Virginia Technical Center accelerated depreciation3 | — | — | — | 0.3 | 0.3 | |||||||||
| Richmond, Virginia Technical Center lease modification3 | — | — | — | (0.1) | (0.1) | |||||||||
| Goodwill impairment3 | — | 15.4 | 19.5 | — | 34.9 | |||||||||
| Total for PE Films | $ | — | $ | 15.4 | $ | 24.1 | $ | 0.4 | $ | 39.9 | ||||
| Corporate: | ||||||||||||||
| (Gain) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Professional fees associated with business development activities1 | $ | (0.1) | $ | (0.1) | $ | 0.1 | $ | 0.3 | $ | 0.2 | ||||
| Professional fees associated with remediation activities related to internal control over financial reporting1 | 0.5 | 0.5 | 0.2 | 0.8 | 2.0 | |||||||||
| Write-down of investment in Harbinger Capital Partners Special Situations Fund2 | — | 0.2 | — | — | 0.2 | |||||||||
| Group annuity contract premium expense2 | — | — | — | 2.0 | 2.0 | |||||||||
| Net periodic benefit cost for the frozen defined benefit pension plan in process of termination4 | 3.4 | 3.4 | 3.1 | 0.9 | 10.8 | |||||||||
| Pension settlement loss4 | — | — | 25.6 | 66.7 | 92.3 | |||||||||
| Total for Corporate | $ | 3.8 | $ | 4.0 | $ | 29.0 | $ | 70.7 | $ | 107.5 | ||||
| 1.Included in “Selling, general and administrative expenses” in the consolidated statements of income.2.Included in “Other income (expense), net” in the consolidated statements of income.3.For more information, see Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15. 4. For more information, see Note 8 “Retirement Plans and Other Postretirement Benefits” to the Consolidated Financial Statements in Item 15. |
Average total debt outstanding and interest rates were as follows:
| (In millions, except percentages) | 2023 | 2022 | ||||
|---|---|---|---|---|---|---|
| Floating-rate debt with interest charged on a rollover basis plus a credit spread: | ||||||
| Average total outstanding debt balance | $ | 148.9 | $ | 114.5 | ||
| Average interest rate | 7.1 | % | 3.5 | % |
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Segment Operations Review
2024 versus 2023
A summary of operating results for 2024 versus 2023 for both of the Company’s reporting segments is shown below.
Aluminum Extrusions
A summary of results for Aluminum Extrusions is provided below:
| Year Ended | Favorable/ | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | |||||||
| 2024 | 2023 | % Change | |||||||
| Sales volume (lbs) | 139,152 | 138,451 | 0.5% | ||||||
| Net sales | $ | 471,815 | $ | 474,803 | (0.6)% | ||||
| Variable costs | 354,397 | 365,320 | 3.0% | ||||||
| Last-in first-out inventory adjustment | 1,234 | (944) | NM* | ||||||
| Manufacturing fixed costs1 | 40,123 | 41,028 | 2.2% | ||||||
| Selling, general and administrative costs1 | 33,638 | 29,725 | (13.2)% | ||||||
| Other2 | 1,066 | 1,698 | 37.2% | ||||||
| EBITDA from ongoing operations | $ | 41,357 | $ | 37,976 | 8.9% | ||||
| Depreciation & amortization | (17,722) | (17,927) | 1.1% | ||||||
| EBIT from ongoing operations3 | $ | 23,635 | $ | 20,049 | 17.9% | ||||
| Capital expenditures | $ | 10,097 | $ | 20,339 | |||||
| 1.Excludes related depreciation and amortization2.Includes segment allocated employee compensation benefit expenses3.See the reconciliation below of this non-GAAP measure to the most comparable measure calculated in accordance with GAAP.*Not meaningful (“NM”) |
Net sales in 2024 were relatively flat versus 2023 primarily due to flat sales volume and the pass-through of higher metal costs, partially offset by a lower average conversion price add-on to metal costs associated with a shift in sales mix.
EBITDA from ongoing operations increased $3.4 million in 2024 versus 2023, primarily due to:
•A $7.9 million increase in contribution margin associated with:
◦Favorable variable manufacturing costs ($4.8 million), higher labor productivity ($2.5 million) and higher volume ($0.5 million), partially offset by higher labor and employee-related costs ($2.2 million) and lower spread associated with a shift in sales mix ($1.4 million); and
◦The timing of the flow-through under the FIFO method of aluminum raw material costs, which were previously acquired in a quickly changing commodity pricing environment, causing a temporary mismatch in the change in the cost of raw materials included in variable costs and the pass through to customers included in sales, resulted in a benefit of $1.4 million in 2024 versus a charge of $1.0 million in 2023.
•Inventories accounted for under the LIFO method resulted in a charge of $1.2 million in 2024 versus a benefit of $0.9 million in 2023;
•Lower manufacturing fixed costs of $0.9 million primarily due to lower employee-related compensation and reduced outside services ($1.2 million); and
•Higher SG&A expenses of $3.9 million primarily due to employee-related incentive compensation ($2.7 million) and headquarters rent expenses ($0.6 million).
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Aluminum Extrusions believes that it has adequate supply agreements for aluminum and other product cost components in 2025. See discussion of quantitative and qualitative disclosures about market risk in Item 7A in this Form 10-K for additional information on aluminum price trends.
Goodwill Impairment at Bonnell
During the fourth quarter of 2024, the Company recognized a non-cash write-off of goodwill of $13.3 million ($10.4 million after deferred income tax benefits) associated with the Clearfield, Utah operation ("Clearfield") acquired in February 2017 (formerly Futura). Clearfield exceeded expectations in performance, including exceptional customer service, from the date of acquisition until before pandemic-related disruptions that resulted in long lead times during periods of 2021 and 2022. Long lead times resulted in customers seeking supply from other sources to meet their demand, including imports. Some business lost at Clearfield during this time has been regained during the recovery underway, but not at the level that the Company previously anticipated would eventually replicate the EBITDA and net cash flow generation that existed prior to the pandemic-related disruptions. As a consequence, using projections that assume the continuation of lower sales and profitability, the estimated fair value of Clearfield during the fourth quarter of 2024 fell below its carrying value by more than the amount of goodwill causing the write-off.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures for Bonnell Aluminum are projected to be $17 million in 2025, including $5 million for productivity projects and $12 million for capital expenditures required to support continuity of operations. Depreciation expense is projected to be $16 million in 2025. Amortization expense is projected to be $2 million in 2025.
PE Films
A summary of results for PE Films is provided below:
| Year Ended | Favorable/ | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | |||||||
| 2024 | 2023 | % Change | |||||||
| Sales volume (lbs) | 39,324 | 29,355 | 34.0% | ||||||
| Net sales | $ | 105,199 | $ | 76,763 | 37.0% | ||||
| Variable costs | 50,289 | 40,824 | (23.2)% | ||||||
| LIFO inventory adjustment | (174) | (1,333) | (86.9)% | ||||||
| Manufacturing fixed costs1 | 13,248 | 13,793 | 4.0% | ||||||
| Selling, general and administrative costs1 | 11,245 | 12,106 | 7.1% | ||||||
| Other2 | 105 | 156 | 32.7% | ||||||
| EBITDA from ongoing operations | $ | 30,486 | $ | 11,217 | 171.8% | ||||
| Depreciation & amortization | (5,200) | (6,522) | 20.3% | ||||||
| EBIT from ongoing operations3 | $ | 25,286 | $ | 4,695 | NM* | ||||
| Capital expenditures | $ | 1,761 | $ | 1,772 | |||||
| 1.Excludes related depreciation and amortization2.Includes segment allocated employee compensation benefit expenses3.See the reconciliation below of this non-GAAP measure to the most comparable measure calculated in accordance with GAAP.*Not meaningful (“NM”) |
Net sales in 2024 increased 37.0% versus 2023 due to higher net sales in Surface Protection. Sales volume in 2024 for surface protection films increased 57% versus 2023, with extremely high sales volumes in the first half of 2024 associated with the restocking of Surface Protection customers’ inventories. Overwrap films volume increased 14% versus 2023, primarily due to volume increases associated with lower margin business.
EBITDA from ongoing operations in 2024 increased $19.3 million versus 2023 primarily due to:
•Higher contribution margin of $19.0 million resulting from:
◦A $19.4 million increase from Surface Protection associated with substantially higher volume and favorable pricing ($13.4 million), and operating efficiencies and variable cost savings ($6.0 million);
◦Relatively flat contribution margin from overwrap films, associated with a shift in sales mix and unfavorable pricing ($1.0 million), offset by operating efficiencies and variable cost savings ($1.0 million); and
◦The pass-through lag associated with resin costs ($1.0 million charge in 2024 versus a charge of $0.5 million in 2023).
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•Inventories accounted for under the LIFO method that resulted in a benefit of $0.2 million in 2024 versus a benefit of $1.3 million in 2023.
•Lower SG&A of $0.9 million primarily due to decreased research and development costs ($1.6 million), partially offset by increased employee-related incentive compensation ($1.2 million).
See discussion of quantitative and qualitative disclosures about market risk in Item 7A in this Form 10-K for additional information on resin price trends.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures for PE Films are projected to be $3 million in 2025, including $2 million for productivity projects and $1 million for capital expenditures required to support continuity of current operations. Depreciation expense is projected to be $5 million in 2025. There is no amortization expense for PE Films.
Corporate Expenses and Interest
Corporate expenses, net in 2024 decreased by $9.2 million compared to 2023, primarily due to lower pension expense as a result of the pension plan termination completed in 2023 ($10.7 million), a non-recurring charge in 2023 associated with the pension plan transition ($2.3 million) and lower software maintenance fees ($0.6 million), partially offset by higher employee-related incentive compensation ($4.7 million).
Interest expense was $4.7 million in 2024 in comparison to $6.3 million in 2023, primarily due to lower weighted average total debt outstanding, partially offset by higher interest rates.
2023 versus 2022
A summary of operating results for 2023 versus 2022 for each of the Company’s reporting segments is shown below.
Aluminum Extrusions
A summary of results for Aluminum Extrusions is provided below:
| Year Ended | Favorable/ | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | |||||||
| 2023 | 2022 | % Change | |||||||
| Sales volume (lbs) | 138,451 | 174,670 | (20.7)% | ||||||
| Net sales | $ | 474,803 | $ | 637,872 | (25.6)% | ||||
| Variable costs | 365,320 | 503,374 | 27.4% | ||||||
| LIFO inventory adjustment | (944) | (5,402) | (82.5)% | ||||||
| Manufacturing fixed costs1 | 41,028 | 43,073 | 4.7% | ||||||
| Selling, general and administrative costs1 | 29,725 | 31,641 | 6.1% | ||||||
| Other2 | 1,698 | (1,614) | NM* | ||||||
| EBITDA from ongoing operations | $ | 37,976 | $ | 66,800 | (43.1)% | ||||
| Depreciation & amortization | (17,927) | (17,414) | (2.9)% | ||||||
| EBIT from ongoing operations3 | $ | 20,049 | $ | 49,386 | (59.4)% | ||||
| Capital expenditures | $ | 20,339 | $ | 23,664 | |||||
| 1.Excludes related depreciation and amortization2.Includes segment allocated employee compensation benefit expenses3.See the reconciliation below of this non-GAAP measure to the most comparable measure calculated in accordance with GAAP.*Not meaningful (“NM”) |
Net sales in 2023 decreased 25.6% versus 2022 primarily due to lower sales volume and the pass-through of lower metal costs.
EBITDA from ongoing operations decreased $28.8 million in 2023 versus 2022, primarily due to:
•A 25.0 million decrease in contribution margin associated with:
◦Lower volume ($27.6 million), lower labor productivity in the first half of 2023 ($0.9 million), higher supply expense, including higher paint expense associated with a shift to more painted product throughout 2023 and inflationary costs for other supplies ($1.6 million), partially offset by lower utility costs ($2.3 million);
◦The timing of the flow-through under the FIFO method of aluminum raw material costs, which were previously acquired in a quickly changing commodity pricing environment, causing a temporary mismatch in
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the change in the cost of raw materials included in variable costs and the pass through to customers included in sales, resulted in a charge of $1.0 million in 2023 versus a benefit of $0.1 million in 2022; and
•Inventories accounted for under the LIFO method resulted in a benefit of $0.9 million in 2023 versus a benefit of $5.4 million in 2022.
•Lower manufacturing fixed costs of $2.0 million primarily due to lower non-production utility costs ($0.9 million) and lower employee-related compensation ($0.5 million). In addition, the Company recorded an unfavorable out-of-period adjustment of $0.4 million related to inventory and accrued labor costs in 2022.
•Lower SG&A expenses of $1.9 million primarily due to lower employee incentive-based compensation ($2.5 million) and lower expense for allowance for bad debt ($0.8 million), partially offset by other employee-related compensation ($0.9 million) and increased information technology expenses ($0.4 million).
PE Films
A summary of results for PE Films is provided below:
| Year Ended | Favorable/ | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | |||||||
| 2023 | 2022 | % Change | |||||||
| Sales volume (lbs) | 29,355 | 32,873 | (10.7)% | ||||||
| Net sales | $ | 76,763 | $ | 97,571 | (21.3)% | ||||
| Variable costs | 40,824 | 56,085 | 27.2% | ||||||
| LIFO inventory adjustment | (1,333) | 521 | NM* | ||||||
| Manufacturing fixed costs1 | 13,793 | 15,216 | 9.4% | ||||||
| Selling, general and administrative costs1 | 12,106 | 14,116 | 14.2% | ||||||
| Other2 | 156 | (316) | NM* | ||||||
| EBITDA from ongoing operations | $ | 11,217 | $ | 11,949 | (6.1)% | ||||
| Depreciation & amortization | (6,522) | (6,280) | (3.9)% | ||||||
| EBIT from ongoing operations3 | $ | 4,695 | $ | 5,669 | (17.2)% | ||||
| Capital expenditures | $ | 1,772 | $ | 3,289 | |||||
| 1.Excludes related depreciation and amortization2.Includes segment allocated employee compensation benefit expenses3.See the reconciliation below of this non-GAAP measure to the most comparable measure calculated in accordance with GAAP.*Not meaningful (“NM”) |
Net sales in 2023 decreased 21.3% versus 2022, primarily due to lower volume in Surface Protection, resulting from weak demand in the consumer electronics market and customer inventory corrections during 2023. Sales volume in 2023 for surface protection films declined 22% and increased 2% for overwrap films versus 2022.
EBITDA from ongoing operations in 2023 decreased $0.7 million versus 2022 primarily due to:
•Lower contribution margin of $5.5 million resulting from:
◦An $8.6 million decrease from Surface Protection associated with a market slowdown and customers’ inventory corrections ($11.1 million) and for previously disclosed customer product transitions ($0.7 million), partially offset by favorable pricing ($0.5 million) and operating efficiencies ($2.6 million);
◦A $4.5 million increase from overwrap films associated with higher volume, favorable mix and favorable pricing ($1.3 million) and operating efficiencies and cost improvements ($3.2 million); and
◦The pass-through lag associated with resin costs (a charge of $0.5 million in 2023 versus a benefit of $0.9 million in 2022).
•Inventories accounted for under the LIFO method, which resulted in a benefit of $1.3 million versus a charge of $0.5 million in 2022;
•Lower fixed manufacturing costs of $1.4 million primarily due to employee compensation expenses ($1.0 million) and other fixed cost savings ($0.2 million).
•Lower SG&A of $2.0 million primarily due to lower research and development ($2.0 million) from the closure of the technical center in Richmond, VA.
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Corporate Expenses and Interest
Corporate expenses, net in 2023 decreased by $6.7 million compared to 2022, primarily due to lower pension expense as a result of the pension plan termination completed in 2023 ($3.7 million), lower accruals for employee-related compensation ($2.1 million), lower stock-based compensation ($1.3 million), lower professional fees associated with business development activities ($0.8 million), and lower external and internal audit fees ($1.0 million), partially offset by a charge to adjust the initial purchase price of the nonparticipating single premium group annuity contract as a result of the routine administrative process to transition the pension plan ($2.0 million).
Interest expense was $6.3 million in 2023 in comparison to $4.1 million in 2022, primarily due to higher weighted average total debt outstanding and higher interest rates.
Reconciliation of Net Sales and EBITDA from Ongoing Operations by Segment
A reconciliation of segment financial information to consolidated results for the Company for the years ended December 31, 2024, 2023 and 2022 is shown below:
| Year Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||||
| (In thousands) | 2024 | 2023 | 2022 | |||||||
| Net Sales | ||||||||||
| Aluminum Extrusions | $ | 471,815 | $ | 474,803 | $ | 637,872 | ||||
| PE Films | 105,199 | 76,763 | 97,571 | |||||||
| Total net sales | 577,014 | 551,566 | 735,443 | |||||||
| Add back freight | 21,011 | 21,757 | 26,542 | |||||||
| Sales as shown in the condensed consolidated statements of income | $ | 598,025 | $ | 573,323 | $ | 761,985 | ||||
| EBITDA from Ongoing Operations | ||||||||||
| Aluminum Extrusions: | ||||||||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 41,357 | $ | 37,976 | $ | 66,800 | ||||
| Depreciation & amortization | (17,722) | (17,927) | (17,414) | |||||||
| EBIT | 23,635 | 20,049 | 49,386 | |||||||
| Plant shutdowns, asset impairments, restructurings and other | (5,346) | (3,557) | (310) | |||||||
| Goodwill impairment | (13,271) | — | — | |||||||
| PE Films: | ||||||||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 30,486 | $ | 11,217 | $ | 11,949 | ||||
| Depreciation & amortization | (5,200) | (6,522) | (6,280) | |||||||
| EBIT | 25,286 | 4,695 | 5,669 | |||||||
| Plant shutdowns, asset impairments, restructurings and other | (420) | (4,972) | (646) | |||||||
| Goodwill impairment | — | (34,891) | — | |||||||
| Total | 29,884 | (18,676) | 54,099 | |||||||
| Interest income | 36 | 514 | 16 | |||||||
| Interest expense | 4,664 | 6,316 | 4,141 | |||||||
| Gain on investment in kaleo, Inc. | 144 | 262 | 1,406 | |||||||
| Stock option-based compensation costs | — | 231 | 1,414 | |||||||
| Pension settlement loss | — | 92,291 | — | |||||||
| Corporate expenses, net | 24,520 | 33,727 | 40,402 | |||||||
| Income (loss) from continuing operations before income taxes | 880 | (150,465) | 9,564 | |||||||
| Income tax expense (benefit) | (165) | (51,300) | (3,021) | |||||||
| Net income (loss) from continuing operations | 1,045 | (99,165) | 12,585 | |||||||
| Income (loss) from discontinued operations, net of tax | (65,610) | (6,740) | 15,870 | |||||||
| Net income (loss) | $ | (64,565) | $ | (105,905) | $ | 28,455 |
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Liquidity and Capital Resources
The Company continues to focus on working capital management. Measures such as days sales outstanding (“DSO”), days inventory outstanding (“DIO”) and days payables outstanding (“DPO”) are used to evaluate changes in working capital. Changes in operating assets and liabilities from December 31, 2023 to December 31, 2024 are summarized below. Cash flows for discontinued operations have not been separately disclosed in the consolidated statements of cash flows.
•Accounts and other receivables increased $9.2 million or 16.5%.
◦Accounts and other receivables in Aluminum Extrusions increased $8.3 million primarily due to higher sales volume and the pass-through of higher metal costs, partially offset by a lower average conversion price add-on to metal costs associated with a shift in sales mix in the fourth quarter of 2024 versus the fourth quarter of 2023. DSO (computed using trailing 12 months net sales and a rolling 12-month average of accounts and other receivables balances) was approximately 44.7 days in 2024 and 45.1 days in 2023.
◦Accounts and other receivables in PE Films increased $0.9 million primarily due to higher sales volume in surface protection films. DSO was approximately 24.9 days in 2024 and 26.3 days in 2023.
•Inventories increased $1.7 million or 3.5%.
◦Inventories in Aluminum Extrusions remained consistent with prior year. DIO (computed using trailing 12 months costs of goods sold calculated on a FIFO basis and a rolling 12-month average of inventory balances calculated on the FIFO basis) was approximately 47.4 days in 2024 and 51.6 days in 2023.
◦Inventories in PE Films increased $1.4 million due to higher raw materials costs and higher finished goods. The DIO was approximately 50.3 days in 2024 and 57.2 days in 2023.
•Net property, plant and equipment decreased by $14.1 million or 9.3% primarily due to depreciation expense ($21.4 million), partially offset by capital expenditures ($8.3 million).
•Identifiable intangible assets, net decreased by $1.8 million or 19.5% primarily due to amortization expense.
•Deferred income tax assets, net increased $9.3 million or 40.1% primarily due to an increase in tax credit carryforwards offset by the utilization of net operating loss and interest limitation carryforwards. Deferred tax liabilities related to intangible amortization, depreciation and foregone tax credits on foreign branch income decreased $6.3 million while deferred taxes assets related to capitalized R&D and asset write-offs, divestitures and environmental accruals increased $4.3 million. See Note 11 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
•Accounts payable decreased by $4.6 million or 6.7%.
◦Accounts payable in Aluminum Extrusions decreased $3.9 million, primarily due to the timing of payments. DPO (computed using trailing 12 months costs of goods sold calculated on a FIFO basis and a rolling 12-month average of accounts payable balances) was approximately 44.5 days in 2024 and 49.8 days in 2023.
◦Accounts payable in PE Films remained relatively flat. The DPO was approximately 41.3 days in 2024 and 43.4 days for 2023.
Net cash provided by operating activities was $25.5 million in 2024 compared to net cash provided by operating activities of $24.0 million in 2023. The change in operating activities is primarily due to an increase in EBITDA from ongoing operations of the Company’s continuing business segments of $22.7 million, partially offset by a net increase in accounts and other receivables, inventories, prepaid expenses and other, and accounts payable of $18.9 million.
Net cash provided by investing activities was $40.5 million in 2024 compared to net cash used in investing activities of $26.2 million in 2023. The change in investing activities is primarily due to net cash proceeds received for the sale of Terphane ($54.6 million) and lower capital expenditure spending ($12.1 million).
Net cash used in financing activities was $65.0 million in 2024 compared to net cash used in financing activities of $4.5 million in 2023. The change in financing activities is primarily due to higher debt principal payments, net of borrowings ($72.8 million) under the ABL Facility (as defined below), lower dividends paid ($8.9 million) and lower debt financing fees ($3.4 million).
At December 31, 2024, Tredegar had cash, cash equivalents and restricted cash of $7.1 million, including funds held in locations outside the U.S. of $1.6 million.
23
Debt and Credit Agreements
ABL Facility
In December 2023, the Company entered into Amendment No. 3 to the Second Amended and Restated Credit Agreement (“the Credit Agreement”), which, prior to the ABL Adjustment Date (as defined below), provided the Company with a $180 million senior secured asset-based revolving credit facility. In April 2024, the Company entered into Amendment No. 4 to the Credit Agreement (as amended by Amendment No. 3 and Amendment No. 4, the “ABL Facility”) that, among other items: (i) moved the ABL Adjustment Date (defined below) from March 31, 2025 to September 30, 2025 and (ii) required weekly reporting of the borrowing base financial covenant until the ABL Adjustment Date. The ABL Facility is secured by substantially all assets of the Company and its domestic subsidiaries, including equity in certain material first-tier foreign subsidiaries. Availability for borrowings under the ABL Facility is governed by a borrowing base, determined by the application of specified advance rates against eligible assets, including a portion of trade accounts receivable, inventory, cash and cash equivalents, owned real properties, and owned machinery and equipment. Upon the earlier of September 30, 2025 or the date the Company received the proceeds from the sale of Terphane (the “ABL Adjustment Date”), the $180 million ABL Facility was to be reduced to $125 million. On November 1, 2024, with the closing of the sale of Terphane, the ABL Adjustment Date occurred. The ABL Facility will expire on June 30, 2026.
The financial covenant is a minimum fixed charge coverage ratio (as defined in the ABL Facility) of 1.00:1.00 that will be triggered in the event that availability is less than 10% of the $125 million commitment amount and continuing thereafter until availability is greater than 10% of the $125 million commitment amount for 30 consecutive days. As of December 31, 2024, funds available to borrow under the ABL Facility was $43.8 million, or 35.0% of the aggregate commitment of $125 million.
24
The computation of Credit EBITDA, as defined in the ABL Facility, is presented below.
| Computations of Credit EBITDA (as defined in the ABL Facility) as of and for the Twelve Months Ended December 31, 2024 * | ||
|---|---|---|
| Computations of Credit EBITDA for the twelve months ended December 31, 2024 (in thousands): | ||
| Net income (loss) | $ | (64,565) |
| Plus: | ||
| After-tax losses related to discontinued operations | 65,610 | |
| Total income tax expense for continuing operations | — | |
| Interest expense | 4,664 | |
| Depreciation and amortization expense for continuing operations | 23,225 | |
| All non-cash losses and expenses, plus cash losses and expenses not to exceed $10,000, for continuing operations that are classified as unusual, extraordinary or which are related to plant shutdowns, asset impairments and/or restructurings (cash-related of $8,590) | 22,321 | |
| Charges related to stock option grants and awards accounted for under the fair value-based method | — | |
| Losses related to the application of the equity method of accounting | — | |
| Losses related to adjustments in the estimated fair value of assets accounted for under the fair value method of accounting | — | |
| Fees, costs and expenses incurred in connection with the amendment process | 459 | |
| Terphane sale transaction costs in an amount not to exceed $10,000 | — | |
| Minus: | ||
| After-tax income related to discontinued operations | — | |
| Total income tax benefits for continuing operations | (165) | |
| Interest income | (36) | |
| All non-cash gains and income, plus cash gains and income in excess of $10,000, for continuing operations that are classified as unusual, extraordinary or which are related to plant shutdowns, asset impairments and/or restructurings | — | |
| Income related to changes in estimates for stock option grants and awards accounted for under the fair value-based method | — | |
| Income related to the application of the equity method of accounting | — | |
| Income related to adjustments in the estimated fair value of assets accounted for under the fair value method of accounting | (144) | |
| Plus cash dividends declared on investments in an amount not to exceed $10,000 for such period | — | |
| Plus or minus, as applicable, pro forma EBITDA adjustments associated with acquisitions and asset dispositions | — | |
| Plus or minus, as applicable, pro forma EBITDA adjustments to pension expense associated with the early payment of pension obligations | (258) | |
| Credit EBITDA | $ | 51,111 |
| Fixed charge coverage ratio**: | ||
| Credit EBITDA | $ | 51,111 |
| Unfinanced capital expenditures | $ | 11,858 |
| Fixed charges | $ | 5,034 |
| Fixed charge coverage ratio | 7.80 | |
| *Credit EBITDA is not intended to represent net income (loss) or cash flow from operations as defined by GAAP and should not be considered as an alternative to either net income (loss) or to cash flow. ** Fixed Charge Coverage Ratio is computed as the ratio of (a) Credit EBITDA minus Unfinanced Capital Expenditures to (b) Fixed Charges. |
As of December 31, 2024, the Company was in compliance with all debt covenants.
PE Films Guangzhou Loan
In June 2024, PE Films' business location in Guangzhou, China, Guangzhou Tredegar Film Products Co., Ltd.(“Guangzhou Tredegar”), entered into a 9.5 million Chinese Yuan, which is equivalent to $1.3 million as of December 31, 2024, revolving loan with the Industrial and Commercial Bank of China. The loan matures on July 3, 2025. The interest rate is the one-year loan prime rate published by the National Interbank Funding Center for the working day immediately preceding the drawdown date, minus 0.45%. As of December 31, 2024, the National Interbank Funding Center rate was 3.45%. The
25
revolving loan is secured by a mortgage contract listing the Guangzhou Tredegar factory building as collateral. The mortgage contract has a maximum value of 30 million Chinese Yuan and is effective from June 25, 2024 through May 31, 2027. This loan was presented as current debt on the consolidated balance sheet for the year ended December 31, 2024.
For more information on the ABL Facility and the PE Films Guangzhou Loan, see Note 7 “Debt and Credit Agreements” to the consolidated Financial Statements in Item 15.
The Company believes that existing borrowing availability, current cash balances and cash flow from operations will be sufficient to satisfy short term material cash requirements related to working capital, capital expenditure, and debt repayments for at least the next 12 months. In the longer term, liquidity will depend on many factors, including the results of operations, the timing and extent of capital expenditures, changes in operating plans, or other events that would cause the Company to seek additional financing in future periods.
Material Cash Requirements for Known Contractual and Other Obligations
The Company’s material cash requirements from known contractual and other obligations as of December 31, 2024 were as follows:
Debt and interest payments
As of December 31, 2024, the Company had outstanding debt under the ABL Facility of $60.6 million with contractual payments due in June 2026. Estimated future interest payments associated with the ABL Facility total $6.6 million, with $4.4 million payable within the next 12 months.
As of December 31, 2024, PE Films had outstanding debt of $1.3 million under the PE Films Guangzhou Loan. Estimated future interest payments associated with the PE Films Guangzhou Loan payable within the next 12 months were immaterial.
Capital expenditure commitments
See “Projected Capital Expenditures and Depreciation & Amortization” within “Segment Operations Overview” above in this Item 7 for discussion of the Company’s planned investment in capital expenditures in 2024, of which $0.4 million are contractual commitments that existed as of December 31, 2024.
Operating Leases
The Company enters into various operating leases primarily for real estate, office equipment and vehicles. See Note 4 “Leases” to the Consolidated Financial Statements in Item 15 for additional information.
Uncertain Tax Positions
As of December 31, 2024, unrecognized tax benefits on uncertain tax positions were $0.8 million. Tax payments resulting from the successful challenge by the taxing authority on uncertain tax positions taken by Tredegar would possibly result in the payment of interest and penalties of $0.2 million, which were accrued at December 31, 2024, if tax payments were made as a result of a successful challenge by the taxing authority on uncertain tax positions. Due to uncertainties in the timing of potential tax audits, the timing of the resolution of these positions is uncertain. Therefore, the Company is unable to make a reasonably reliable estimate of the timing of payments beyond 12 months. See Note 11 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
Off-Balance Sheet Arrangements
The Company has no material off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
From time to time, the Company enters into transactions with third parties in connection with the sale of assets or businesses in which it agrees to indemnify the buyers or third parties involved in the transaction, or the sellers or third parties involved in the transaction agree to indemnify Tredegar, for certain liabilities or risks related to the assets or business. Also, in the ordinary course of business, the Company may enter into agreements with third parties for the sale of goods or services that may contain indemnification provisions. In the event that an indemnification claim is asserted, liability for indemnification would be subject to an assessment of the underlying facts and circumstances under the terms of the applicable agreement. Further, any indemnification payments may be limited or barred by a monetary cap, a time limitation, or a deductible or basket. For these reasons, the Company is unable to estimate the maximum potential amount of the potential future liability under the indemnity provisions of these agreements. Tredegar does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and the amount is reasonably estimable. The Company discloses contingent liabilities if the probability of loss is reasonably possible and material.
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Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Certain accounting policies, as described below, are considered "critical accounting policies" because they are particularly dependent on estimates made by management about matters that are inherently uncertain and could have a material impact on the Company’s consolidated financial statements. Estimates and judgments are based on historical experience, forecasted events and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions. A summary of all of our significant accounting policies is included in Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15.
Impairment of 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). When assessing goodwill for impairment, accounting guidance allows the Company to first perform a qualitative assessment (“Step 0 analysis”), which evaluates certain qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, as well as company and reporting unit factors. If the Company's Step 0 analysis indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would perform a quantitative impairment test (“Step 1 analysis”).
Domestic producers of aluminum extrusions in the U.S. continue to experience adverse conditions associated with economic uncertainty, including persistently high interest rates, tight lending standards and inflationary pressures, which negatively impact the non-residential B&C end-use market. These pandemic-related disruptions, which resulted in long lead times and a decline in industry capacity utilization, caused pricing pressure in the aluminum extrusions end-use markets. An influx of foreign imports at less-than-fair value pricing has also adversely impacted domestic producers.
During 2024, customers of the Aluminum Extrusions’ Clearfield, Utah operation ("Clearfield") acquired as “Futura” in February 2017 continued to seek supply from other sources to meet their demand, including imports. However, in 2024, Clearfield continued to experience a resurgence in customer volumes that had declined due to the pandemic, albeit not at the speed and profit level that was previously projected. The recovery has been slower than previously anticipated, and is not trending back to previous Company expectations to replicate the EBITDA and net cash flow generation that existed prior to the pandemic-related disruptions and influx of imports.
As a consequence, the Company performed a goodwill impairment analysis during the fourth quarter of 2024 using Clearfield projections that assume the continuation of lower margin business. Since the estimated fair value of Clearfield fell below its carrying value by more than the amount of goodwill, the Company recognized a non-cash write-off of goodwill of $13.3 million ($10.4 million after deferred income tax benefits) associated with Clearfield.
The Company estimated the fair value of Clearfield by: (i) computing an estimated enterprise value (“EV”) utilizing the discounted cash flow method (the “DCF Method”), and (ii) adding cash and cash equivalents. Key financial assumptions utilized to determine the fair value of the reporting unit include sales volume and sales price growth projections. At December 31, 2024, the effect of a two percent increase per year in these growth projections would increase the reporting unit’s fair value, however such sensitized fair value is still below Clearfield’s carrying value by more than the amount of goodwill.
As of December 31, 2024, the Company’s remaining goodwill of $22.4 million was included in the Surface Protection reporting unit. See Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15 for additional information on the analysis of goodwill impairment.
Income Taxes
Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accordingly, accounting for income taxes represents the Company’s best estimate of various events and transactions. Tax laws are often complex and may be subject to differing interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, Tredegar must make judgments and interpretations about the application of tax laws. The Company must also make estimates about when in the future certain items will affect taxable income in the various taxing jurisdictions.
A valuation allowance is recorded in the period when the Company determines that it is more likely than not that all or a portion of deferred income tax assets may not be realized. The establishment and removal of a valuation allowance requires the Company to consider all positive and negative evidence and make a judgmental decision regarding the amount of valuation allowance required as of a reporting date.
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Tredegar may be required to change its provision for income taxes when estimates used in determining valuation allowances on deferred tax assets significantly change, or when new information indicates the need for adjustment in valuation allowances. Additionally, future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the financial statements in the year these changes occur.
See Note 11 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information on income taxes.
FY 2023 10-K MD&A
SEC filing source: 0000850429-24-000004.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations focuses on and is intended to clarify the results of our operations, certain changes in our financial position, liquidity, capital structure and business developments for the periods covered by the consolidated financial statements included in this Form 10-K. This discussion should be read in conjunction with, and is qualified by reference to, the other related information including, but not limited to, the audited consolidated financial statements (including the notes thereto) and the description of our business, all as set forth in this Form 10-K, as well as the risk factors discussed above in Item 1A.
This section provides discussion and a year-to-year comparison for the years ended December 31, 2023 and 2022.
Business Overview
General
Tredegar Corporation is an industrial manufacturer with three primary businesses: custom aluminum extrusions for the North American B&C, automotive and specialty end-use markets through its Aluminum Extrusions segment; surface protection films for high-technology applications in the global electronics industry through its PE Films segment; and specialized polyester films primarily for the Latin American flexible packaging market through its Flexible Packaging Films segment. With approximately 1,900 employees, the Company operates manufacturing facilities in North America, South America, and Asia.
EBITDA from ongoing operations is the measure of segment profit and loss used by Tredegar’s chief operating decision maker (“CODM”) 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.
Earnings before interest and taxes (“EBIT”) from ongoing operations is a non-GAAP financial measure included in the reconciliation of segment financial information to consolidated results for the Company in Note 13 “Business Segments” to the Consolidated Financial Statements in Item 15. EBIT is not intended to represent the stand-alone results for Tredegar's ongoing operations under GAAP and should not be considered as an alternative to net income (loss) as defined by GAAP. We believe that EBIT is a widely understood and utilized metric that is meaningful to certain investors and that including this financial metric in the reconciliation of management’s performance metric, EBITDA from ongoing operations, provides useful information to those investors that primarily utilize EBIT to analyze the Company’s core operations.
Sales were $704.8 million in 2023 compared to $938.6 million in 2022. Net income (loss) was $(105.9) million ($(3.10) per diluted share) in 2023, compared with net income (loss) of $28.5 million ($0.84 per diluted share) in 2022.
2023 Financial Results Highlights
•EBITDA from ongoing operations for Aluminum Extrusions of $38.0 million was $28.8 million lower than the year of 2022.
•EBITDA from ongoing operations for PE Films of $11.2 million was $0.7 million lower than the year of 2022.
•EBITDA from ongoing operations for Flexible Packaging Films of $4.4 million was $23.1 million lower than the year of 2022.
Gains and losses associated with exit and disposal activities, plant shutdowns, asset impairments, restructurings and other items are described in Results of Operations below.
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Results of Operations
2023 versus 2022
The following table presents a bridge of consolidated net income (loss) from the year of 2022 to the year of 2023 with related management’s discussion and analysis below the table.
| (In thousands) | |||
|---|---|---|---|
| Net income (loss) for the year ended December 31, 2022 | $ | 28,455 | |
| Income tax expense (benefit) | 4,389 | ||
| Income (loss) before income taxes for the year ended December 31, 2022 | 32,844 | ||
| Change in income (loss) from increases (decreases) in the following items: | |||
| Sales | (233,739) | ||
| Other income (expense), net | (3,156) | ||
| Total | (236,895) | ||
| Change in income (loss) from (increases) decreases in the following items: | |||
| Cost of goods sold | 164,932 | ||
| Freight | 8,049 | ||
| Selling, general and administrative | 2,583 | ||
| Research and development | 2,453 | ||
| Interest expense | (6,617) | ||
| Pension settlement loss | (92,291) | ||
| Goodwill impairment | (34,891) | ||
| Other | (197) | ||
| Total | 44,021 | ||
| Income (loss) before income taxes for the year ended December 31, 2023 | (160,030) | ||
| Income tax expense (benefit) | (54,125) | ||
| Net income (loss) for the year ended December 31, 2023 | $ | (105,905) |
Sales in 2023 decreased by 24.9% compared with 2022. Net sales decreased 25.6% in Aluminum Extrusions primarily due to lower sales volume and the pass-through of lower metal costs. Net sales decreased 21.3% in PE Films primarily due to lower volume in Surface Protection, resulting from weak demand in the consumer electronics market and customer inventory corrections during 2023. Net sales decreased in Flexible Packaging Films by 24.9% primarily due to lower sales volume and lower margin that the Company believes are driven by excess global capacity and competition in Brazil from imports, partially offset by favorable product mix. For more information on changes in net sales and volume, see the Segment Operations Review section below.
Other income (expense), net was $(2.1) million in 2023 compared to $1.0 million in 2022. The change in other income (expense), net was primarily due a $2.0 million charge to adjust the initial purchase price of the nonparticipating single premium group annuity contract as a result of the routine administrative process to transition the pension plan. Also, there was cash consideration of $0.3 million received in January 2023 compared to $1.4 million received in May 2022 related to customary post-closing adjustments on the sale of the investment in kaleo, Inc., which was sold in December 2021. See Note 9 “Other Income (Expense), net” to the Consolidated Financial Statements in Item 15 for additional information.
Consolidated gross profit (sales minus cost of goods sold and freight) as a percentage of sales (gross profit margin) was 11.2% in 2023 versus 14.9% in 2022.
•The gross profit margin in Aluminum Extrusions decreased primarily due to: lower volume; higher labor and employee-related costs; lower labor productivity in the first half of 2023; higher supply expense (including higher paint expense associated with a shift to more painted product throughout 2023 and inflationary costs for other supplies); and higher freight rates; partially offset by higher pricing (primarily in the first quarter of 2023); lower utility costs; and favorable LIFO inventory adjustments in 2023 versus 2022. Additionally, the timing of the flow through under the first-in first-out method of aluminum raw material costs passed through to customers, previously acquired at higher prices in a quickly changing commodity pricing environment, resulted in a charge of $1.1 million in 2023 versus a benefit of $0.1 million in 2022.
•The gross profit margin in PE Films increased primarily due to higher overwrap films contribution margin associated with higher volume and favorable mix, cost improvements and favorable LIFO inventory adjustments for both Surface
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Protection and overwrap films in 2023 versus 2022, partially offset by lower contribution margin for Surface Protection associated with a market slowdown, customer inventory corrections for non-transitioning products and for previously disclosed customer product transitions.
•The gross profit margin in Flexible Packaging Films decreased primarily due to lower sales volume, lower selling prices from the pass-through of lower resin costs and margin pressures and higher fixed and variable costs, partially offset by lower raw material costs.
For more information on changes in operating costs and expenses, see the Segment Operations Review section below.
As a percentage of sales, selling, general and administrative (“SG&A”) and R&D expenses were 11.3% in 2023 compared with 9.1% in 2022. While SG&A and R&D expenses decreased 3.3% and 39.5% year-over-year, sales decreased $233.7 million or 24.9% compared with the prior year period. Lower SG&A spending was primarily due to lower employee-related compensation and lower stock-based compensation, partially offset by higher professional fees associated with business development activities.
For more information on changes in interest expense, see the “Corporate Expenses, Interest and Other” section of the Segment Operations Review section below.
During 2023, the Company settled the pension plan, which resulted in a pre-tax pension settlement loss in the consolidated results of operation of $92.3 million. On November 3, 2023, the pension plan termination and settlement process was completed, and the Company’s relevant pension plan obligation was transferred to Massachusetts Mutual Life Insurance Company. See Note 8 “Retirement Plans and Other Postretirement Benefits” to the Consolidated Financial Statements in Item 15 for more information.
During 2023, a non-cash partial goodwill impairment of $34.9 million was recognized, see Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15 for more information.
The effective tax rate used to compute income taxes for the year of 2023 was 33.8%, compared to 13.4% in 2022. The increase in the effective tax rate is primarily due to tax benefits previously recorded in other comprehensive income (loss) that were released as a result of the pension plan termination, partially offset by a reduction in Brazilian tax incentives as a percentage of income. The stranded taxes released with the termination of the pension plan represent the effect of the change in federal and state tax rates on pension-related deferred tax items initially recorded in other comprehensive income. The related stranded taxes were released in full in 2023. See Note 12 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
Pre-tax gains and losses associated with plant shutdowns, asset impairments, restructurings and other items in 2023 detailed below are shown in the statements of net sales and EBITDA from ongoing operations by segment table in Note 13 “Business Segments” to the Consolidated Financial Statements in Item 15 and are included in “Asset impairments and costs associated with exit and disposal activities, net of adjustments” in the consolidated statements of income, unless otherwise noted.
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| ($ in millions) | Q1 | Q2 | Q3 | Q4 | 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Aluminum Extrusions: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Other restructuring costs - severance | $ | — | $ | — | $ | 0.1 | $ | — | $ | 0.1 | ||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Consulting expenses for ERP/MES project1 | — | — | 1.2 | 0.6 | 1.8 | |||||||||
| Storm damage to the Newnan, Georgia plant1 | 0.6 | (0.2) | 0.1 | — | 0.5 | |||||||||
| Legal fees associated with the Aluminum Extruders Trade Case1 | — | — | — | 0.5 | 0.5 | |||||||||
| Total for Aluminum Extrusions | $ | 0.6 | $ | (0.2) | $ | 1.4 | $ | 1.1 | $ | 2.9 | ||||
| PE Films: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Impairment of Richmond, Virginia Technical Center assets3 | $ | — | $ | — | $ | 3.4 | $ | 0.1 | $ | 3.5 | ||||
| Richmond, Virginia Technical Center closure expenses, including severance3 | — | — | 1.2 | 0.1 | 1.3 | |||||||||
| Richmond, Virginia Technical Center accelerated depreciation3 | — | — | — | 0.3 | 0.3 | |||||||||
| Richmond, Virginia Technical Center lease modification3 | — | — | — | (0.1) | (0.1) | |||||||||
| Goodwill impairment3 | — | 15.4 | 19.5 | — | 34.9 | |||||||||
| Total for PE Films | $ | — | $ | 15.4 | $ | 24.1 | $ | 0.4 | $ | 39.9 | ||||
| Flexible Packaging Films: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Other restructuring costs - severance | $ | 0.1 | $ | — | $ | — | $ | — | $ | 0.1 | ||||
| Total for Flexible Packaging Films | $ | 0.1 | $ | — | $ | — | $ | — | $ | 0.1 | ||||
| Corporate: | ||||||||||||||
| (Gain) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Professional fees associated with business development activities1 | $ | 0.2 | $ | 1.5 | $ | 2.9 | $ | 0.7 | $ | 5.3 | ||||
| Professional fees associated with remediation activities related to internal control over financial reporting1 | 0.5 | 0.5 | 0.2 | 0.8 | 2.0 | |||||||||
| Write-down of investment in Harbinger Capital Partners Special Situations Fund2 | — | 0.2 | — | — | 0.2 | |||||||||
| Group annuity contract premium expense2 | — | — | — | 2.0 | 2.0 | |||||||||
| Net periodic benefit cost for the frozen defined benefit pension plan in process of termination4 | 3.4 | 3.4 | 3.1 | 0.9 | 10.8 | |||||||||
| Pension settlement loss4 | — | — | 25.6 | 66.7 | 92.3 | |||||||||
| Total for Corporate | $ | 4.1 | $ | 5.6 | $ | 31.8 | $ | 71.1 | $ | 112.6 | ||||
| 1.Included in “Selling, R&D and general expenses” in the consolidated statements of income.2.Included in “Other income (expense), net” in the consolidated statements of income.3.For more information, see the "PE Films" section below.4. For more information, see the "Status of Current Corporate Strategic Initiatives" section below and Note 4 “Retirement Plans and Other Postretirement Benefits to the Consolidated Financial Statements in Item 15. |
Average total debt outstanding and interest rates were as follows:
| (In millions, except percentages) | 2023 | 2022 | ||||
|---|---|---|---|---|---|---|
| Floating-rate debt with interest charged on a rollover basis plus a credit spread: | ||||||
| Average total outstanding debt balance | $ | 152.3 | $ | 114.5 | ||
| Average interest rate | 7.2 | % | 3.5 | % |
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Segment Operations Review
Aluminum Extrusions
A summary of results for Aluminum Extrusions is provided below:
| Year Ended | Favorable/ | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | ||||||||
| 2023 | 2022 | % Change | ||||||||
| Sales volume (lbs) | 138,451 | 174,670 | (20.7) | % | ||||||
| Net sales | $ | 474,803 | $ | 637,872 | (25.6) | % | ||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 37,976 | $ | 66,800 | (43.1) | % | ||||
| Depreciation & amortization | (17,927) | (17,414) | (2.9) | % | ||||||
| EBIT | $ | 20,049 | $ | 49,386 | (59.4) | % | ||||
| Capital expenditures | $ | 20,339 | $ | 23,664 |
Net sales in 2023 decreased 25.6% versus 2022 primarily due to lower sales volume and the pass-through of lower metal costs.
EBITDA from ongoing operations decreased $28.8 million in 2023 versus 2022, primarily due to:
•Lower volume ($29.6 million), higher labor and employee-related costs ($4.5 million), lower labor productivity in the first half of 2023 ($0.9 million), higher supply expense, including higher paint expense associated with a shift to more painted product throughout 2023 and inflationary costs for other supplies ($1.2 million), higher freight rates ($0.8 million) and higher SG&A expenses ($1.5 million); partially offset by higher pricing, primarily in the first quarter of 2023 ($4.0 million), and lower utility costs ($2.3 million);
•The timing of the flow-through under the FIFO method of aluminum raw material costs passed through to customers, previously acquired at higher prices in a quickly changing commodity pricing environment, resulted in a charge of $1.1 million in 2023 versus a benefit of $0.1 million in 2022; and
•Inventories accounted for under the last in, first out (“LIFO”) method resulted in a benefit of $1.2 million in 2023 versus a charge of $2.9 million in 2022. In addition, the Company recorded an unfavorable out-of-period adjustment of $0.6 million related to inventory and accrued labor costs in the third quarter and fourth quarters of 2022.
Aluminum Extrusions believes that it has adequate supply agreements for aluminum raw materials in 2024. See discussion of quantitative and qualitative disclosures about market risk in Item 7A in this Form 10-K for additional information on aluminum price trends.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures for Bonnell Aluminum are projected to be $9 million in 2024, including $4 million for productivity projects and $5 million for capital expenditures required to support continuity of operations. The projected spending reflects stringent spending measures that the Company has implemented to control its financial leverage (see the Liquidity and Capital Resources section for more information). The multi-year implementation of the new ERP/MES has been reorganized with an extended implementation period. As a result, the earliest “go-live” date for the new ERP/MES is 2025. The ERP/MES project commenced in 2022, with spending to-date of approximately $21 million. Depreciation expense is projected to be $16 million in 2024. Amortization expense is projected to be $2 million in 2024.
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PE Films
A summary of results for PE Films is provided below:
| Year Ended | Favorable/ | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | ||||||||
| 2023 | 2022 | % Change | ||||||||
| Sales volume (lbs) | 29,355 | 32,873 | (10.7) | % | ||||||
| Net sales | $ | 76,763 | $ | 97,571 | (21.3) | % | ||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 11,217 | $ | 11,949 | (6.1) | % | ||||
| Depreciation & amortization | (6,522) | (6,280) | (3.9) | % | ||||||
| EBIT | $ | 4,695 | $ | 5,669 | (17.2) | % | ||||
| Capital expenditures | $ | 1,772 | $ | 3,289 |
Net sales in 2023 decreased 21.3% versus 2022, primarily due to lower volume in Surface Protection, resulting from weak demand in the consumer electronics market and customer inventory corrections during 2023. Sales volume in 2023 for surface protection films declined 22% and increased 2% for overwrap films versus 2022.
EBITDA from ongoing operations in 2023 decreased $0.7 million versus 2022 primarily due to:
•A $5.7 million decrease from Surface Protection:
◦Lower contribution margin for non-transitioning products associated with a market slowdown and customer inventory corrections ($11.1 million) and for previously disclosed customer product transitions ($0.7 million), partially offset by favorable pricing ($0.5 million), operating efficiencies ($2.6 million) and cost improvements ($3.2 million);
◦The pass-through lag associated with resin costs ($0.3 million charge in 2023 versus a benefit of $0.5 million in 2022);
◦A foreign currency transaction gain of $0.2 million in 2023 versus a gain of $0.8 million in 2022; and
◦Inventories accounted for under the LIFO method resulted in a benefit of $1.0 million in 2023 versus a charge of $0.1 million in 2022.
•A $5.0 million increase from overwrap films primarily due:
◦Higher contribution margin associated with higher volume and favorable mix ($1.3 million), cost improvements ($3.1 million) and lower SG&A ($0.4 million);
◦The pass-through lag associated with resin costs (a charge of $0.2 million in 2023 versus a benefit of $0.4 million in 2022); and
◦Inventories accounted for under the LIFO method resulted in a benefit of $0.3 million in 2023 versus a charge of $0.4 million in 2022.
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. Future research and development activities for PE Films will be performed at the 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. The Company anticipates all activities to cease at the PE Films technical center in Richmond, VA, by the end of the first quarter of 2024. The Company recognized total expense incurred through December 31, 2023 associated with exit activities of $1.3 million for: (i) severance and related costs ($0.9 million) and (ii) building closure costs ($0.4 million). In addition, the Company recognized a non-cash asset impairment ($3.5 million), accelerated depreciation ($0.3 million) and a gain on the lease modification ($0.1 million). Net annual cash savings of $3.4 million are anticipated, which began in the fourth quarter of 2023.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures for PE Films are projected to be $2 million in 2024, including $1 million for productivity projects and $1 million for capital expenditures required to support continuity of current operations. Depreciation expense is projected to be $6 million in 2024. There is no amortization expense for PE Films.
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Flexible Packaging Films
A summary of results for Flexible Packaging Films is provided below:
| Year Ended | Favorable/ (Unfavorable) % Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | |||||||||
| 2023 | 2022 | |||||||||
| Sales volume (lbs) | 88,536 | 106,685 | (17.0) | % | ||||||
| Net sales | $ | 126,326 | $ | 168,139 | (24.9) | % | ||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 4,383 | $ | 27,452 | (84.0) | % | ||||
| Depreciation & amortization | (2,865) | (2,444) | (17.2) | % | ||||||
| EBIT | $ | 1,518 | $ | 25,008 | (93.9) | % | ||||
| Capital expenditures | $ | 4,323 | $ | 8,151 |
Net sales in 2023 decreased 24.9% compared to 2022, primarily due to lower sales volume and lower margin that the Company believes were driven by excess global capacity and competition in Brazil from imports, partially offset by favorable product mix.
EBITDA from ongoing operations in 2023 decreased by $23.1 million versus 2022, primarily due to:
•Lower selling prices from the pass-through of lower resin costs and margin pressures ($17.6 million), lower sales volume ($9.7 million), higher fixed costs ($1.0 million, primarily due to under absorption from lower production volumes) and higher variable costs ($1.3 million, including higher costs resulting from quality issues), partially offset by lower raw material costs ($5.9 million) and lower SG&A expenses ($2.3 million);
•Foreign currency transaction losses ($0.3 million) in 2023 compared to foreign currency transaction losses ($0.2 million) in 2022; and
•Net unfavorable foreign currency translation of Real-denominated operating costs ($1.4 million) in 2023 versus 2022.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures are projected to be $4 million in 2024, for capital expenditures required to support continuity of current operations. Depreciation expense is projected to be $3 million in 2024. Amortization expense is projected to be $0.1 million in 2024.
Corporate Expenses, Interest and Other
Corporate expenses, net in 2023 decreased by $1.8 million compared to 2022, primarily due to lower pension expense as a result of the pension plan termination completed in 2023 ($3.7 million), lower accruals for employee-related compensation ($2.1 million) and lower stock-based compensation ($1.4 million), partially offset by higher professional fees associated with business development activities ($3.2 million) and a charge to adjust the initial purchase price of the nonparticipating single premium group annuity contract as a result of the routine administrative process to transition the pension plan ($2.0 million).
Interest expense was $11.6 million in 2023 in comparison to $5.0 million in 2022, primarily due to higher weighted average total debt outstanding, higher interest rates and the write-off of $1.1 million of deferred financing fees.
Status of Current Corporate Strategic Initiatives
The status of current corporate strategic initiatives is as follows:
Agreement to Sell Terphane
On September 1, 2023, the Company announced that it had entered into a definitive agreement to sell Terphane to Oben Group (the “Contingent 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. On October 27, 2023, the Company filed the requisite competition forms with the Administrative Council for Economic Defense (“CADE”) in Brazil. The regulatory review process is ongoing and in line with the Company’s expectations. CADE’s maximum deadline for completing its review is no later than November 18, 2024. The merger review regarding the transaction was cleared by the Colombian authority in early February 2024.
As of December 31, 2023, the Company has reported results for Terphane as a continuing operation, given the early stage of the approval process by authorities. If the Contingent Terphane Sale transaction is completed, the Company expects to realize after-tax cash proceeds of $85 million after deducting projected Brazil withholding taxes, escrow funds, U.S. capital
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gains taxes and transaction costs. Actual after-tax net proceeds may differ from this estimate due to possible changes in deductions and the Company's tax situation during the potentially lengthy interim period to the closing date.
Pension Plan Termination
On September 27, 2023, the Company borrowed $30 million under the Prior Credit Agreement (as defined below) in anticipation of the final funding expected for terminating its defined benefit pension plan obligation. On October 31, 2023, the Company used this cash to contribute $27.7 million to fully fund the pension plan with the amount necessary to purchase from Massachusetts Mutual Life Insurance Company a nonparticipating single premium group annuity contract for $157.5 million, subject to final premium adjustments. On November 3, 2023, the pension plan termination and settlement process was completed, and the Company’s relevant pension plan obligation was transferred to Massachusetts Mutual Life Insurance Company. This completed the pension plan termination process that began in February 2022. During 2023, the Company recognized a pre-tax pension settlement loss of $92.3 million.
Liquidity and Capital Resources
The Company continuously focuses on working capital management. Measures such as days sales outstanding (“DSO”), days inventory outstanding (“DIO”) and days payables outstanding (“DPO”) are used to evaluate changes in working capital. Changes in operating assets and liabilities from December 31, 2022 to December 31, 2023 are summarized below.
•Accounts and other receivables decreased $16.6 million or 19.6%.
◦Accounts and other receivables in Aluminum Extrusions decreased $15.4 million primarily due to lower sales volume and the pass-through of lower metal costs. DSO (computed using trailing 12 months net sales and a rolling 12-month average of accounts and other receivables balances) was approximately 45.1 days in 2023 and 48.7 days in 2022.
◦Accounts and other receivables in PE Films increased $0.6 million primarily due to higher sales volume in overwrap films, partially offset by lower sales volume in Surface Protection. DSO was approximately 26.3 days in 2023 and 30.3 days in 2022.
◦Accounts and other receivables in Flexible Packaging Films decreased $1.9 million primarily due to lower sales. DSO was approximately 38.1 days in 2023 and 41.1 days in 2022.
•Inventories decreased $45.7 million or 35.8%.
◦Inventories in Aluminum Extrusions decreased $24.1 million primarily due to decreased raw material levels which align to lower demand and strict working capital targets, partially offset by a LIFO inventory benefit of $1.2 million in 2023 versus a charge of $2.9 million in 2022. DIO (computed using trailing 12 months costs of goods sold calculated on a FIFO basis and a rolling 12-month average of inventory balances calculated on the FIFO basis) was approximately 51.6 days in 2023 and 53.6 days in 2022.
◦Inventories in PE Films decreased $1.9 million due to lower raw materials costs, partially offset by a LIFO inventory benefit of $1.3 million in 2023 versus a charge of $0.5 million in 2022. The DIO was approximately 57.2 days in 2023 and 66.8 days in 2022.
◦Inventories in Flexible Packaging Films decreased $19.7 million primarily due to lower raw material purchases, lower work-in-process and finished goods levels as a result of lower sales volume. DIO of approximately 117.7 days in 2023 was higher compared to 108.0 days for 2022 due to the lower 12-month average of costs of goods sold as a result of lower sales volume and lower margin that the Company believes are driven by excess global capacity and competition in Brazil from imports.
•Net property, plant and equipment decreased by $3.0 million or 1.6% primarily due to depreciation expense ($25.8 million) and the impairment of assets from the closure of the Richmond, VA technical center ($3.5 million), partially offset by capital expenditures ($25.6 million).
•Identifiable intangible assets, net decreased by $1.8 million or 15.7% primarily due to amortization expense.
•Deferred income tax assets increased $11.1 million or 80.1% primarily due to an increase in net operating loss, tax credit and interest limitation carryforwards. Deferred tax liabilities related to intangible amortization and depreciation decreased $11.8 million while deferred taxes assets related to pension, employee benefits and inventory decreased $10.6 million. See Note 12 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
•Accounts payable decreased by $19.9 million or 17.3%.
◦Accounts payable in Aluminum Extrusions decreased $15.7 million, primarily due to lower raw material purchases to align with demand and strict working capital targets. DPO (computed using trailing 12 months costs of goods sold calculated on a FIFO basis and a rolling 12-month average of accounts payable balances) was approximately 49.8 days in 2023 and 64.2 days in 2022.
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◦Accounts payable in PE Films remained relatively flat. DPO of approximately 43.4 days in 2023 was lower compared to 51.0 days for 2022 due to lower raw materials associated with overwrap films.
◦Accounts payable in Flexible Packaging Films decreased $3.9 million, primarily due to lower raw material purchases, lower work-in-process, and finished goods levels as a result of lower sales volume. DPO was approximately 61.7 days in 2023 and 72.4 days in 2022.
Net cash provided by operating activities was $24.0 million in 2023 compared to net cash used in operating activities of $20.8 million in 2022. The change in operating activities is primarily due to pension plan contributions of $27.7 million in 2023 compared to $50 million in 2022 and improved working capital due to factors discussed earlier in this section relating to accounts and other receivables, inventories and accounts payable.
Net cash used in investing activities was $26.2 million in 2023 compared to $35.5 million in 2022. The change in investing activities is primarily due to lower capital expenditure spending ($10.4 million).
Net cash used in financing activities was $4.5 million in 2023 compared to net cash provided by financing activities of $45.4 million in 2022. The change in financing activities is primarily due to lower net borrowings ($55.6 million) under the ABL Facility and the Prior Credit Agreement and Terphane Brazil Loan (defined below), higher deferred financing costs ($2.8 million), partially offset by lower dividends paid in 2023 ($8.1 million).
At December 31, 2023, Tredegar had cash, cash equivalents and restricted cash of $13.5 million, including funds held in locations outside the U.S. of $9.8 million.
Debt and Credit Agreements
ABL Facility
On August 3, 2023, the Company entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement (collectively the “Prior Credit Agreement”), which amended the financial covenants and decreased aggregate borrowings from $375 million to $200 million.
On December 27, 2023, the Company entered into Amendment No. 3 (the “ABL Facility”) to the Prior Credit Agreement, which provides the Company with $180 million senior secured asset-based revolving credit facility that will expire on June 30, 2026. The ABL Facility is secured by substantially all assets of the Company and its domestic subsidiaries, including equity in certain material first-tier foreign subsidiaries. Availability for borrowings under the ABL Facility is governed by a borrowing base, determined by the application of specified advance rates against eligible assets, including a portion of trade accounts receivable, inventory, cash and cash equivalents, owned real properties, and owned machinery and equipment. Upon the earlier of March 31, 2025 or the date the Company receives the proceeds from the sale of Terphane (the “ABL Adjustment Date”), the $180 million ABL Facility will be reduced to $125 million. As of December 31, 2023, availability under the ABL Facility was $22.9 million, after reducing the availability by the aggregate outstanding borrowings of $126.3 million, standby letters of credit of $13.1 million and the Minimum Liquidity (as defined in the ABL Facility) financial covenant.
Under the terms of the ABL Facility, certain domestic bank accounts are subject to blocked account agreements, each of which contains a springing feature whereby the lenders may exercise control over those accounts during a cash dominion period (any such period, a “Cash Dominion Period”). A Cash Dominion Period was implemented on the date of the closing of the ABL Facility and will remain in effect at all times prior to the ABL Adjustment Date. After the ABL Adjustment Date, a Cash Dominion Period goes into effect if availability under the ABL Facility falls below 12.5% or an Event of Default (as defined in the ABL Facility) occurs. The Company would then be subject to the Cash Dominion Period until the Event of Default is waived or ABL Facility availability is above 12.5% of the $125 million aggregate commitment for 30 consecutive days. Receipts that have not yet been applied to the ABL Facility are classified as restricted cash in the Company’s consolidated balance sheets.
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The financial covenants in the ABL Facility, which are reported to lenders on a monthly basis, include:
•Until the ABL Adjustment Date, the Company is required to maintain (i) minimum Credit EBITDA (as defined in the ABL Facility), as of the end of each fiscal month for the 12-month period then ended (presented below) and (ii) a Minimum Liquidity (as defined in the ABL Facility) of $10.0 million.
| Minimum Credit EBITDA (In thousands) | ||
|---|---|---|
| December 2023 | $ | 21,070 |
| January 2024 | 21,110 | |
| February 2024 | 18,750 | |
| March 2024 | 16,640 | |
| April 2024 | 19,780 | |
| May 2024 | 19,660 | |
| June 2024 | 19,450 | |
| July 2024 | 21,860 | |
| August 2024 | 22,830 | |
| September 2024 | 25,370 | |
| October 2024 | 26,070 | |
| November 2024 | 27,640 | |
| December 2024 | 29,640 | |
| January 2025 | 29,740 | |
| February 2025 | 29,850 | |
| March 2025 | $ | 29,980 |
•Following the ABL Adjustment Date, the foregoing financial covenants will cease to exist and will be replaced with a minimum fixed charge coverage ratio of 1.00:1.00 that will be triggered in the event that availability is less than 10% of $125 million commitment amount and continuing thereafter until availability is greater than 10% of the $125 million commitment amount for 30 consecutive days.
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The computation of Credit EBITDA, as defined in the ABL Facility, is presented below.
| Computations of Credit EBITDA (as defined in the ABL Facility) as of and for the Twelve Months Ended December 31, 2023 * | ||
|---|---|---|
| Computations of Credit EBITDA for the twelve months ended December 31, 2023 (in thousands): | ||
| Net income (loss) | $ | (105,905) |
| Plus: | ||
| After-tax losses related to discontinued operations | — | |
| Total income tax expense for continuing operations | — | |
| Interest expense | 11,607 | |
| Depreciation and amortization expense for continuing operations | 27,683 | |
| All non-cash losses and expenses, plus cash losses and expenses not to exceed $10,000, for continuing operations that are classified as unusual, extraordinary or which are related to plant shutdowns, asset impairments and/or restructurings (cash-related of $8,749) | 139,860 | |
| Charges related to stock option grants and awards accounted for under the fair value-based method | 231 | |
| Losses related to the application of the equity method of accounting | — | |
| Losses related to adjustments in the estimated fair value of assets accounted for under the fair value method of accounting | — | |
| Fees, costs and expenses incurred in connection with the amendment process | — | |
| Terphane sale transaction costs in an amount not to exceed $10,000 | 5,038 | |
| Minus: | ||
| After-tax income related to discontinued operations | — | |
| Total income tax benefits for continuing operations | (54,125) | |
| Interest income | (522) | |
| All non-cash gains and income, plus cash gains and income in excess of $10,000, for continuing operations that are classified as unusual, extraordinary or which are related to plant shutdowns, asset impairments and/or restructurings | (100) | |
| Income related to changes in estimates for stock option grants and awards accounted for under the fair value-based method | — | |
| Income related to the application of the equity method of accounting | — | |
| Income related to adjustments in the estimated fair value of assets accounted for under the fair value method of accounting | (262) | |
| Plus cash dividends declared on investments in an amount not to exceed $10,000 for such period | — | |
| Plus or minus, as applicable, pro forma EBITDA adjustments associated with acquisitions and asset dispositions | — | |
| Plus or minus, as applicable, pro forma EBITDA adjustments to pension expense associated with the early payment of pension obligations | 10,664 | |
| Credit EBITDA | $ | 34,169 |
| *Credit EBITDA is not intended to represent net income (loss) or cash flow from operations as defined by GAAP and should not be considered as an alternative to either net income (loss) or to cash flow. |
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The computation of the ABL Facility availability and Minimum Liquidity covenant, as defined in the ABL Facility, is presented below.
| Year Ended | ||
|---|---|---|
| (In thousands, except percentages) | December 31, | |
| 2023 | ||
| Maximum aggregate principal | $ | 180,000 |
| Maximum borrowing limit per the Borrowing base as defined in the ABL Facility (includes eligible domestic cash and cash equivalents of $3,846) | $ | 172,286 |
| ABL Facility outstanding debt (matures on June 30, 2026) | 126,322 | |
| Outstanding standby letters of credit | 13,080 | |
| ABL Facility availability | $ | 32,884 |
| Minimum Liquidity covenant | 10,000 | |
| ABL Facility availability in excess of Minimum Liquidity covenant | $ | 22,884 |
In addition to the financial covenants, the ABL Facility contains restrictive covenants, including covenants that restrict the Company’s ability to pay dividends and repurchase shares of its common stock.
As of December 31, 2023, the Company was in compliance with all debt covenants.
Terphane Brazil Loan
On October 26, 2023, Terphane Ltda., the Company’s wholly owned subsidiary in Brazil, borrowed $20 million secured by certain of its assets (“Terphane Brazil Loan”). This U.S. Dollar borrowing matures on October 30, 2028. The Company expects that the Terphane Brazil Loan will be repaid (and collateral released) upon the closing of the Contingent Terphane Sale. On October 26, 2023, the Company borrowed $20 million from Terphane Brazil (the “Intercompany Loan”) at the same interest rate as the Terphane Brazil Loan, thereby transferring the funds to the U.S. The Company will repay the Intercompany Loan in conjunction with the closing of the Contingent Terphane Sale.
For more information on the ABL Facility and the Terphane Brazil Loan, see Note 7 “Debt and Credit Agreements” to the Consolidated Financial Statements in Item 15.
The Company believes that existing borrowing availability, current cash balances and cash flow from operations will be sufficient to satisfy short term material cash requirements related to working capital, capital expenditure, and debt repayments for at least the next 12 months. In the longer term, liquidity will depend on many factors, including the results of operations, the timing and extent of capital expenditures, changes in operating plans, or other events that would cause the Company to seek additional financing in future periods. In addition, the completion of the Contingent Terphane Sale would provide additional liquidity.
Material Cash Requirements for Known Contractual and Other Obligations
The Company’s material cash requirements from known contractual and other obligations as of December 31, 2023 were as follows:
Debt and interest payments
As of December 31, 2023, the Company had outstanding debt from the ABL Facility of $126.3 million with contractual payments due in June 2026. Estimated future interest payments associated with the ABL Facility total $28.6 million, with $11.5 million payable within the next 12 months.
As of December 31, 2023, Terphane Ltda., the Company’s wholly owned subsidiary in Brazil, had outstanding debt of $20.0 million under the Terphane Brazil Loan. Estimated future interest payments associated with the Terphane Brazil Loan total $7.9 million, with $2.3 million payable within the next 12 months.
Capital expenditure commitments
See “Projected Capital Expenditures and Depreciation & Amortization” within “Segment Operations Overview” above in this Item 7 for discussion of the Company’s planned investment in capital expenditures in 2024, of which $1.2 million are contractual commitments that existed as of December 31, 2023.
Operating Leases
The Company enters into various operating leases primarily for real estate, office equipment and vehicles. See Note 4 “Leases” to the Consolidated Financial Statements in Item 15 for additional information.
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Uncertain Tax Positions
As of December 31, 2023, unrecognized tax benefits on uncertain tax positions were $0.7 million. Tax payments resulting from the successful challenge by the taxing authority on uncertain tax positions taken by Tredegar would possibly result in the payment of estimated interest and penalties of $0.2 million if tax payments were made as a result of a successful challenge by the taxing authority on uncertain tax positions. Due to uncertainties in the timing of potential tax audits, the timing of the resolution of these positions is uncertain. Therefore, the Company is unable to make a reasonably reliable estimate of the timing of payments beyond 12 months. See Note 12 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
Off-Balance Sheet Arrangements
The Company has no material off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
From time to time, the Company enters into transactions with third parties in connection with the sale of assets or businesses in which it agrees to indemnify the buyers or third parties involved in the transaction, or the sellers or third parties involved in the transaction agree to indemnify Tredegar, for certain liabilities or risks related to the assets or business. Also, in the ordinary course of business, the Company may enter into agreements with third parties for the sale of goods or services that may contain indemnification provisions. In the event that an indemnification claim is asserted, liability for indemnification would be subject to an assessment of the underlying facts and circumstances under the terms of the applicable agreement. Further, any indemnification payments may be limited or barred by a monetary cap, a time limitation, or a deductible or basket. For these reasons, the Company is unable to estimate the maximum potential amount of the potential future liability under the indemnity provisions of these agreements. Tredegar does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and the amount is reasonably estimable. The Company discloses contingent liabilities if the probability of loss is reasonably possible and material.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Certain accounting policies, as described below, are considered "critical accounting policies" because they are particularly dependent on estimates made by management about matters that are inherently uncertain and could have a material impact on the Company’s consolidated financial statements. Estimates and judgments are based on historical experience, forecasted events and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions. A summary of all of our significant accounting policies is included in Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15.
Impairment of 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). When assessing goodwill for impairment, accounting guidance allows the Company to first perform a qualitative assessment (“Step 0 analysis”), which evaluates certain qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, as well as company and reporting unit factors. If the Company's Step 0 analysis indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would perform a quantitative impairment test (“Step 1 analysis”).
During 2023, uncertainty about the timing of a recovery in the consumer electronics market persisted, and manufacturers in the supply chain for consumer electronics continued 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, as of June 30, 2023 and September 30, 2023, of the Surface Protection component of PE Films. The analyses concluded that the fair value of Surface Protection was less than its carrying value, thus a non-cash partial goodwill impairment of $34.9 million ($27.0 million after deferred income tax benefits) was recognized during 2023.
The Company estimated the fair value of Surface Protection 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.
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Key financial assumptions utilized to determine the fair value of the reporting unit include revenue growth projections and a weighted average cost of capital assumption. At September 30, 2023, the effect of a ten percent decrease in the revenue growth projections and a one percent increase to the weighted average cost of capital assumption would further decrease the fair value of the reporting unit’s fair value by approximately $1 million. Further impairment to the Surface Protection reporting unit’s goodwill may be caused by factors outside the Company’s control, such as increasing competitive pricing pressures, weak consumer electronic market demand, lower than expected sales and profit growth rates, and various other factors. Given the uncertain demand for Surface Protections products, it is reasonably possible that the cash flow estimates used in deriving such fair value measurements may change in the future.
As of December 1, 2023, the Company’s reporting units with goodwill were Surface Protection in PE Films and Futura in Aluminum Extrusions. Both of these reporting units have separately identifiable operating net assets (operating assets including goodwill and identifiable intangible assets net of operating liabilities). The Company's Step 0 analysis of these reporting units concluded that it is more likely than not that the fair value of each reporting unit was greater than its carrying value. Therefore, the Step 1 quantitative goodwill impairment tests for these reporting units were not necessary. The Surface Protection and Futura reporting units had goodwill in the amounts of $22.4 million and $13.3 million, respectively, at December 31, 2023. See Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15 for additional information on the analysis of goodwill impairment.
Income Taxes
Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accordingly, accounting for income taxes represents the Company’s best estimate of various events and transactions. Tax laws are often complex and may be subject to differing interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, Tredegar must make judgments and interpretations about the application of tax laws. The Company must also make estimates about when in the future certain items will affect taxable income in the various taxing jurisdictions.
A valuation allowance is recorded in the period when the Company determines that it is more likely than not that all or a portion of deferred income tax assets may not be realized. The establishment and removal of a valuation allowance requires the Company to consider all positive and negative evidence and make a judgmental decision regarding the amount of valuation allowance required as of a reporting date.
Tredegar may be required to change its provision for income taxes when estimates used in determining valuation allowances on deferred tax assets significantly change, or when new information indicates the need for adjustment in valuation allowances. Additionally, future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the financial statements in the year these changes occur.
See Note 12 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information on income taxes.
FY 2022 10-K MD&A
SEC filing source: 0000850429-23-000004.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations focuses on and is intended to clarify the results of our operations, certain changes in our financial position, liquidity, capital structure and business developments for the periods covered by the consolidated financial statements included in this Form 10-K. This discussion should be read in conjunction with, and is qualified by reference to, the other related information including, but not limited to, the audited consolidated financial statements (including the notes thereto) and the description of our business, all as set forth in this Form 10-K, as well as the risk factors discussed above in Item 1A.
This section provides discussion and a year-to-year comparison for the years ended December 31, 2022, 2021 and 2020.
Business Overview
General
Tredegar Corporation is an industrial manufacturer with three primary businesses: custom aluminum extrusions for the North American building and construction ("B&C"), automotive and specialty end-use markets through its Aluminum Extrusions segment; surface protection films for high-technology applications in the global electronics industry through its PE Films segment; and specialized polyester films primarily for the Latin American flexible packaging market through its Flexible Packaging Films segment. With approximately 2,300 employees, the Company operates manufacturing facilities in North America, South America, and Asia.
Earnings before interest, taxes, depreciation and amortization ("EBITDA") from ongoing operations is the measure of segment profit and loss used by Tredegar’s chief operating decision maker ("CODM") for purposes of assessing financial performance. The Company uses sales less freight (“net sales”) from continuing operations 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.
Earnings before interest and taxes ("EBIT") from ongoing operations is a non-GAAP financial measure included in the reconciliation of segment financial information to consolidated results for the Company in Note 13 “Business Segments” to the Consolidated Financial Statements in Item 15. EBIT is not intended to represent the stand-alone results for Tredegar's ongoing operations under GAAP and should not be considered as an alternative to net income (loss) as defined by GAAP. We believe that EBIT is a widely understood and utilized metric that is meaningful to certain investors and that including this financial metric in the reconciliation of management’s performance metric, EBITDA from ongoing operations, provides useful information to those investors that primarily utilize EBIT to analyze the Company’s core operations.
Sales were $938.6 million in 2022 compared to $826.5 million in 2021. Net income from continuing operations was $28.4 million ($0.84 per diluted share) in 2022, compared with net income from continuing operations of $57.9 million ($1.72 per diluted share) in 2021.
2022 Financial Results Highlights
•EBITDA from ongoing operations for Aluminum Extrusions of $66.8 million was $10.9 million higher than the year of 2021
•EBITDA from ongoing operations for PE Films of $11.9 million was $15.7 million lower than the year of 2021
•EBITDA from ongoing operations for Flexible Packaging Films of $27.5 million was $4.2 million lower than the year of 2021
Other losses related to asset impairments and costs associated with exit and disposal activities for continuing operations were not material for the years ended December 31, 2022 and 2021, respectively. Gains and losses associated with plant shutdowns, asset impairments, restructurings and other items are described in Results of Operations below.
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Results of Operations
2022 versus 2021
The following table presents a bridge of consolidated net income (loss) from continuing operations from the year of 2021 to the year of 2022 with related management’s discussion and analysis below the table.
| (In thousands) | |||
|---|---|---|---|
| Net income (loss) from continuing operations for the year ended December 31, 2021 | $ | 57,937 | |
| Income tax expense (benefit) | 9,284 | ||
| Income (loss) from continuing operations before income taxes for the year ended December 31, 2021 | 67,221 | ||
| Increase (decrease) in income from increases (decreases) in the following items: | |||
| Sales | 112,109 | ||
| Other income (expense), net | (19,441) | ||
| Total | 92,668 | ||
| Increase (decrease) in income from (increases) decreases in the following items: | |||
| Cost of goods sold | (114,352) | ||
| Freight | (6,750) | ||
| Selling, general and administrative | (3,826) | ||
| Other | (2,191) | ||
| Total | (127,119) | ||
| Income (loss) from continuing operations before income taxes for the year ended December 31, 2022 | 32,770 | ||
| Income tax expense (benefit) | 4,389 | ||
| Net income (loss) from continuing operations for the year ended December 31, 2022 | $ | 28,381 |
Sales in 2022 increased by 13.6% compared with 2021. Net sales increased 18.3% in Aluminum Extrusions primarily due to an increase in average selling prices to cover higher aluminum raw material costs and higher operating costs, partially offset by lower sales volume. Net sales decreased 18.0% in PE Films primarily due to lower volume, partially offset by higher pricing associated with the pass-through of increased resin costs. Net sales increased in Flexible Packaging Films by 20.1% primarily due to higher selling prices from the pass-through of higher resin costs, favorable product mix and higher sales volume. For more information on changes in net sales and volume, see the Segment Operations Review section below.
Other income (expense), net decreased $19.4 million compared to 2021, primarily due to 2021 gains of $12.8 million on the investment in kaléo and $8.5 million associated with a one-time tax credit in Brazil for unemployment/social security insurance non-income taxes resulting from a favorable decision by Brazil's Supreme Court regarding the calculation of such tax. See Note 9 “Other Income (Expense), net” to the Consolidated Financial Statements in Item 15 for additional information.
Consolidated gross profit (sales minus cost of goods sold and freight) as a percentage of sales (gross profit margin) was 14.9% in 2022 versus 18.0% in 2021. The gross profit margin in Aluminum Extrusions remained flat compared to 2021. The gross profit margin in PE Films decreased primarily due to Surface Protection lower sales for non-transitioning products associated with a market slowdown and customer inventory corrections and competitive pricing, and previously disclosed customer product transitions, partially offset by pass-through lag associated with resin pricing. The gross profit margin in Flexible Packaging Films decreased due to higher raw material costs and higher fixed costs, partially offset by favorable product mix, higher sales volume and higher selling prices from the pass-through of higher resin costs. For more information on changes in operating costs and expenses, see the Segment Operations Review section below.
As a percentage of sales, selling, general and administrative (“SG&A”) and R&D expenses were 9.1% in 2022 compared with 9.8% in 2021. SG&A expenses and sales increased year-over-year, while R&D expenses remained consistent with the prior year. Increased SG&A spending is primarily due to higher professional fees associated with the internal and external audits of the Company and higher employee-related compensation.
The effective tax rate used to compute income taxes for continuing operations for the year of 2022 was 13.4%, compared to 13.8% in 2021. The decrease in the effective tax rate for continuing operations is primarily due to a discrete tax benefit recorded in the first quarter of 2022 resulting from the implementation of new U.S. tax regulations associated with foreign tax credits published by the U.S. Treasury and Internal Revenue Service (“IRS”) on January 4, 2022. These regulations overhaul various components of the foreign tax credit regime including the determination of creditable foreign taxes and limit the amount of foreign taxes that are creditable against U.S. income taxes. This discrete benefit was partially offset by an increase to the effective tax rate as the result of the Brazilian income tax no longer being creditable in the U.S. for the foreseeable future. Lastly, the effective tax rate changed due to foreign rate differences pertaining to the Company’s foreign operations and the
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benefit from tax incentives in Brazil. See Note 12 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
Pre-tax gains and losses associated with plant shutdowns, asset impairments, restructurings and other items for continuing operations in 2022 detailed below are shown in the statements of net sales and EBITDA from ongoing operations by segment table in Note 13 “Business Segments” to the Consolidated Financial Statements in Item 15 and are included in “Asset impairments and costs associated with exit and disposal activities, net of adjustments” in the consolidated statements of income, unless otherwise noted.
| ($ in millions) | Q1 | Q2 | Q3 | Q4 | 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Aluminum Extrusions: | ||||||||||||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| COVID-19-related expenses, net of relief 2 | $ | 0.1 | $ | — | $ | — | $ | — | $ | 0.1 | ||||
| Environmental charges at Newnan, Georgia plant3 | — | — | — | 0.1 | 0.1 | |||||||||
| Storm damage to the Newnan, Georgia plant1 | — | — | — | 0.1 | 0.1 | |||||||||
| Total for Aluminum Extrusions | $ | 0.1 | $ | — | $ | — | $ | 0.2 | $ | 0.3 | ||||
| PE Films: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Other restructuring costs - severance | $ | — | $ | — | $ | 0.5 | $ | — | $ | 0.5 | ||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| COVID-19-related expenses2 | 0.1 | 0.1 | — | — | 0.2 | |||||||||
| Total for PE Films | $ | 0.1 | $ | 0.1 | $ | 0.5 | $ | — | $ | 0.7 | ||||
| Flexible Packaging Films: | ||||||||||||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| COVID-19-related expenses2 | $ | — | $ | — | $ | — | $ | 0.1 | $ | 0.1 | ||||
| Total for Flexible Packaging Films | $ | — | $ | — | $ | — | $ | 0.1 | $ | 0.1 | ||||
| Corporate: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Other restructuring costs - severance | $ | — | $ | 0.1 | $ | — | $ | — | $ | 0.1 | ||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Professional fees associated with business development activities1 | 1.5 | 0.1 | — | 0.8 | 2.4 | |||||||||
| Professional fees associated with remediation activities related to internal control over financial reporting1 | 0.4 | 0.8 | 0.8 | 0.6 | 2.6 | |||||||||
| Stock compensation expense associated with the fair value remeasurement of awards granted at the time of the 2020 Special Dividend1 | — | (0.2) | (0.1) | — | (0.3) | |||||||||
| Net periodic benefit cost for the frozen defined benefit pension plan in process of termination4 | 3.4 | 3.5 | 3.5 | 4.0 | 14.4 | |||||||||
| Total for Corporate | $ | 5.3 | $ | 4.3 | $ | 4.2 | $ | 5.4 | $ | 19.2 | ||||
| 1.Included in “Selling, general and administrative expenses” in the consolidated statements of income.2. Included in “Other income (expense), net” in the consolidated statements of income.3. Included in "Costs of goods sold" in the consolidated statements of income.4. For more information, see “Corporate Expenses, Interest and Other” below and Note 8 “Retirement Plans and Other Postretirement Benefits” to the Consolidated Financial Statements in Item 15. |
Average debt outstanding and interest rates were as follows:
| (In millions, except percentages) | 2022 | 2021 | ||||
|---|---|---|---|---|---|---|
| Floating-rate debt with interest charged on a rollover basis plus a credit spread1: | ||||||
| Average outstanding debt balance | $ | 114.5 | $ | 128.8 | ||
| Average interest rate | 3.5 | % | 1.8 | % | ||
| 1.Following the entry into the Second Amended and Restated Credit Agreement on June 29, 2022, borrowings bear an interest rate equal to SOFR plus a credit spread adjustment of 10 basis points and an amount depending on the type of borrowing and commitment fees charged on the unused amount under the Second Amended and Restated Credit Agreement. Prior to entry into the Second Amended and Restated Credit Agreement, the interest rate was based on LIBOR plus an applicable credit spread. See "Liquidity and Capital Resources" below for additional information. |
15
2021 versus 2020
The following table presents a bridge of consolidated net income (loss) from continuing operations from the year of 2020 to the year of 2021 with related management’s discussion and analysis below the table.
| (In thousands) | |||
|---|---|---|---|
| Net income (loss) from continuing operations for the year ended December 31, 2020 | $ | (16,833) | |
| Income tax expense (benefit) | (8,213) | ||
| Income (loss) from continuing operations before income taxes for the year ended December 31, 2020 | (25,046) | ||
| Increase (decrease) in income from increases (decreases) in the following items: | |||
| Sales | 71,165 | ||
| Other income (expense), net | 87,670 | ||
| Total | 158,835 | ||
| Increase (decrease) in income from (increases) decreases in the following items: | |||
| Cost of goods sold | (90,723) | ||
| Freight | (2,546) | ||
| Selling, general and administrative | 9,282 | ||
| Research and development | 2,051 | ||
| Amortization of intangibles | 1,313 | ||
| Goodwill impairment | 13,696 | ||
| Other | 359 | ||
| Total | (66,568) | ||
| Income (loss) from continuing operations before income taxes for the year ended December 31, 2021 | 67,221 | ||
| Income tax expense (benefit) | 9,284 | ||
| Net income (loss) from continuing operations for the year ended December 31, 2021 | $ | 57,937 |
Sales in 2021 increased by 9.4% compared with 2020. Net sales increased 18.3% in Aluminum Extrusions primarily due to an increase in average selling prices to cover significantly higher aluminum raw material costs and higher operating costs, partially offset by lower sales volume. Net sales decreased 14.6% in PE Films primarily due to lower volume and unfavorable mix associated with the previously disclosed customer product transitions in Surface Protection, partially offset by higher pricing associated with the pass-through of increased resin costs. Net sales increased in Flexible Packaging Films by 4.0% primarily due to higher selling prices from the pass-through of higher resin costs and favorable product mix, partially offset by lower sales volume.
Other income (expense), net increased $87.7 million compared to 2020, primarily due to a 2021 gain of $8.5 million associated with a one-time tax credit in Brazil for unemployment/social security insurance non-income taxes resulting from a favorable decision by Brazil's Supreme Court regarding the calculation of such tax and a gain of $12.8 million on the Company’s investment in kaléo recognized in the full year ended December 31, 2021 compared to a loss of $60.9 million in the full year ended December 31, 2020.
Consolidated gross profit (sales minus cost of goods sold and freight) as a percentage of sales (gross profit margin) was 18.0% in 2021 versus 22.6% in 2020. The gross profit margin in Aluminum Extrusions decreased primarily due to higher labor and employee-related costs and other inflationary operating costs such as higher supply expenses, partially offset by higher pricing. The gross profit margin in PE Films decreased primarily due to Surface Protection lower sales and unfavorable mix associated with the customer product transitions, lower sales and unfavorable mix for products unrelated to customer product transitions, and margin erosion associated with higher resin costs that occurred before the resin index pricing plan was fully implemented. The gross profit margin in Flexible Packaging Films decreased due to lower sales volume and higher raw material costs, partially offset by favorable product mix and higher selling prices from the pass-through of higher resin costs.
As a percentage of sales, SG&A and R&D expenses were 9.8% in 2021 compared with 12.3% in 2020. SG&A and R&D expenses were down year-over-year, while net sales increased. Decreased spending is primarily due to non-recurring corporate costs associated with the divested Personal Care Films business, lower R&D spending in PE Films, lower stock-based compensation, and nonrecurring SG&A expenses related to the Bright View Technologies divestiture at the end of 2020.
Amortization of intangible assets decreased $1.3 million compared to 2020 primarily due to an out-of-period adjustment of $0.9 million in connection with the original valuation of intangible assets and goodwill related to the acquisition of Futura in February 2017.
16
During the first three months of 2020, the Company performed goodwill impairment tests and recognized a goodwill impairment charge of $13.7 million ($10.5 million after taxes), which represented the entire amount of goodwill associated with Aluminum Extrusions’ AACOA reporting unit. See Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15 for additional details.
The effective tax rate used to compute income taxes for continuing operations for the year of 2021 was 13.8%, compared to 32.8% in 2020. The decrease in the effective tax rate for continuing operations is primarily due to the strong earnings of Terphane Ltda, which are included in Tredegar’s U.S. consolidated tax return and, the tax impact of the local statutory tax rates of Tredegar’s foreign subsidiaries being higher than the current U.S. tax rate of 21%, the benefit of tax incentives in Brazil and the release of the valuation allowance for capital loss carryforwards.
Pre-tax gains and losses associated with plant shutdowns, asset impairments, restructurings and other items for continuing operations in 2021 detailed below are shown in the statements of net sales and EBITDA from ongoing operations by segment table in Note 13 “Business Segments” to the Consolidated Financial Statements in Item 15 and are included in “Asset impairments and costs associated with exit and disposal activities, net of adjustments” in the consolidated statements of income, unless otherwise noted.
17
| ($ in millions) | Q1 | Q2 | Q3 | Q4 | 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Aluminum Extrusions: | ||||||||||||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Consulting expenses for ERP feasibility study1 | $ | — | $ | — | $ | — | $ | 0.3 | $ | 0.3 | ||||
| Futura intangible amortization out-of-period adjustment6 | — | — | — | (0.9) | (0.9) | |||||||||
| Vacation accrual policy change5 | — | — | — | (2.9) | (2.9) | |||||||||
| Environmental charges at Newnan, Georgia plant3 | — | — | 0.1 | 0.1 | 0.2 | |||||||||
| COVID-19-related expenses, net of relief 2 | (0.2) | 0.3 | 0.1 | (0.1) | 0.1 | |||||||||
| Total for Aluminum Extrusions | $ | (0.2) | $ | 0.3 | $ | 0.2 | $ | (3.5) | $ | (3.2) | ||||
| PE Films: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Other restructuring costs - severance | $ | — | $ | — | $ | 0.1 | $ | 0.3 | $ | 0.4 | ||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Vacation accrual policy change5 | — | — | — | (0.5) | (0.5) | |||||||||
| COVID-19-related expenses2 | 0.2 | 0.1 | 0.1 | 0.1 | 0.5 | |||||||||
| Total for PE Films | $ | 0.2 | $ | 0.1 | $ | 0.2 | $ | (0.1) | $ | 0.4 | ||||
| Flexible Packaging Films: | ||||||||||||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| One-time tax credit in Brazil for unemployment/social security insurance non-income taxes resulting from a favorable decision by Brazil’s Supreme Court regarding the calculation of such taxes 2,4 | $ | — | $ | (8.5) | $ | — | $ | — | $ | (8.5) | ||||
| COVID-19-related expenses2 | — | — | — | 0.1 | 0.1 | |||||||||
| Total for Flexible Packaging Films | $ | — | $ | (8.5) | $ | — | $ | 0.1 | $ | (8.4) | ||||
| Corporate: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Costs, net of gain associated with the sale of the Lake Zurich manufacturing facility assets | $ | 0.2 | $ | 0.2 | $ | (0.2) | $ | (0.1) | $ | 0.1 | ||||
| Other restructuring costs - severance | — | — | — | 0.2 | 0.2 | |||||||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Professional fees associated with business development activities1 | 0.8 | 0.8 | 0.7 | 1.6 | 3.9 | |||||||||
| Professional fees associated with remediation activities related to internal control over financial reporting1 | 0.2 | 0.9 | 0.8 | 1.2 | 3.1 | |||||||||
| Write-down of investment in Harbinger Capital Partners Special Situations Fund2 | 0.1 | 0.4 | — | — | 0.5 | |||||||||
| Stock compensation expense associated with the fair value remeasurement of awards granted at the time of the 2020 Special Dividend1 | 0.4 | 0.1 | (0.1) | — | 0.4 | |||||||||
| Transition service fees, net of corporate costs associated with the divested Personal Care Films business2 | (0.3) | (0.3) | 0.1 | 0.2 | (0.3) | |||||||||
| Vacation accrual policy change5 | — | — | — | (0.4) | (0.4) | |||||||||
| Total for Corporate | $ | 1.4 | $ | 2.1 | $ | 1.3 | $ | 2.7 | $ | 7.5 | ||||
| 1.Included in “Selling, general and administrative expenses” in the consolidated statements of income.2. Included in “Other income (expense), net” in the consolidated statements of income.3. Included in "Costs of goods sold" in the consolidated statements of income.4. For more information, see Note 9 “Other Income (Expense), net” to the consolidated financial statements in Item 15.5. For more information, see Note 6 “Accrued Expenses” to the consolidated financial statements in Item 15.6. Included in “Amortization of identifiable intangibles” in the consolidated statements of income. |
18
Average debt outstanding and interest rates were as follows:
| (In millions, except percentages) | 2021 | 2020 | ||||
|---|---|---|---|---|---|---|
| Floating-rate debt with interest charged on a rollover basis at one-month LIBOR plus a credit spread: | ||||||
| Average outstanding debt balance | $ | 128.8 | $ | 33.5 | ||
| Average interest rate | 1.8 | % | 2.3 | % |
Segment Operations Review
Aluminum Extrusions
A summary of results for Aluminum Extrusions is provided below:
| Year Ended | Favorable/ | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | ||||||||
| 2022 | 2021 | % Change | ||||||||
| Sales volume (lbs) | 174,670 | 183,367 | (4.7) | % | ||||||
| Net sales | $ | 637,872 | $ | 539,325 | 18.3 | % | ||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 66,800 | $ | 55,948 | 19.4 | % | ||||
| Depreciation & amortization | (17,414) | (16,272) | (7.0) | % | ||||||
| EBIT | $ | 49,386 | $ | 39,676 | 24.5 | % | ||||
| Capital expenditures | $ | 23,664 | $ | 18,914 |
Net sales in 2022 increased 18.3% versus 2021. The annual increase in net sales was primarily due to an increase in average selling prices to cover higher average aluminum raw material costs and higher operating costs, partially offset by lower sales volume. Sales volume in 2022 decreased 4.7% versus 2021, primarily due to lower shipments in the specialty and automotive segments which declined 14.3% and 4.2%, respectively. Shipments for non-residential B&C in 2022 increased by 1.6% versus 2021.
EBITDA from ongoing operations increased $10.9 million in 2022 versus 2021, primarily due to:
•Higher pricing ($69.6 million, net of the pass-through of aluminum raw materials costs), partially offset by: lower volume ($5.6 million); higher labor and employee-related costs ($7.2 million) and lower labor productivity ($5.6 million); higher supply expenses ($15.3 million), including significant price increases in paint, chemicals, packaging and other supplies; higher freight expenses ($6.3 million); higher utility rates ($3.1 million); higher maintenance expenses ($1.4 million); and higher SG&A ($3.0 million); and
•Inventories accounted for under the last in, first out (“LIFO”) method resulted in a charge of $2.9 million in 2022 versus a benefit of $0.6 million in 2021. In addition, inventories accounted for under the first in, first out (“FIFO”) method resulted in no charge or benefit in 2022 versus a benefit of $6.7 million in 2021, which related to the timing of the flow through of aluminum raw material costs passed through to customers previously acquired at higher prices in a quickly changing commodity pricing environment. Also, the Company recorded unfavorable net out-of-period adjustments totaling $0.6 million for charges related to inventory, accrued labor costs and accounts payable in 2022.
Aluminum Extrusions has secured supply sources to meet expected needs for aluminum raw materials in 2023. See discussion of quantitative and qualitative disclosures about market risk in Item 7a in this Form 10-K for additional information on aluminum price trends.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures are projected to be $26 million in 2023, include $11 million for a new ERP/MES, $6 million for infrastructure upgrades at the facilities located in Niles, Michigan, Carthage, Tennessee and Newnan, Georgia, and $2 million for other strategic projects. The ERP/MES project commenced in 2022 and is expected to cost a total of approximately $30 million over a two-year time span. In addition to strategic projects, approximately $7 million will be required to support continuity of current operations. Depreciation expense is projected to be $15 million in 2023. Amortization expense is projected to be $2 million in 2023.
19
PE Films
A summary of results for PE Films is provided below:
| Year Ended | Favorable/ | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | ||||||||
| 2022 | 2021 | % Change | ||||||||
| Sales volume (lbs) | 32,873 | 39,429 | (16.6) | % | ||||||
| Net sales | $ | 97,571 | $ | 118,920 | (18.0) | % | ||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 11,949 | $ | 27,694 | (56.9) | % | ||||
| Depreciation & amortization | (6,280) | (6,263) | (0.3) | % | ||||||
| EBIT | $ | 5,669 | $ | 21,431 | (73.5) | % | ||||
| Capital expenditures | $ | 3,289 | $ | 2,997 |
Net sales in 2022 decreased 18% versus 2021, primarily due to lower volume in Surface Protection and overwrap films. Sales volume and net sales declined 15% and 23%, respectively, in Surface Protection. Sales volume and net sales declined 19% and 4%, respectively, in overwrap films, with volume declines partially offset by the pricing impact associated with the pass-through of resin costs.
EBITDA from ongoing operations in 2022 decreased $15.7 million versus 2021 primarily due to:
•A $14.6 million decrease from Surface Protection as a result of:
◦Lower contribution for: non-transitioning products associated with a market slowdown and customer inventory corrections ($7.3 million), competitive pricing ($5.5 million), lower productivity ($0.6 million) and previously disclosed customer product transitions ($6.6 million), partially offset by lower SG&A and research and development expenses ($1.4 million);
◦The pass-through lag associated with resin costs (a benefit of $0.5 million in 2022 versus a charge of $2.2 million in 2021);
◦A foreign currency transaction gain of $0.8 million in 2022 versus a loss of $0.2 million in 2021; and
◦Inventories accounted for under the LIFO method resulted in a charge of $0.1 million in 2022 versus a charge of $0.6 million in 2021.
•A $1.1 million decrease from overwrap films primarily due to lower volume ($1.9 million). The pass-through lag associated with resin costs resulted in a benefit of $0.4 million in 2022 versus a charge of $1.3 million in 2021. In addition, inventories accounted for under the LIFO method resulted in a charge of $0.4 million in 2022 versus a benefit of $0.5 million in 2021.
Customer Product Transitions and Other Factors in Surface Protection
The Surface Protection component of PE Films supports manufacturers of optical and other specialty substrates used in flat panel display products. These films are primarily used by customers to protect components of displays in the manufacturing and transportation processes and then discarded.
The Company previously reported the risk that a portion of its film products used in surface protection applications would be made obsolete by customer product transitions, which principally relate to one customer, to less costly alternative processes or materials. The Company estimates that these transitions, which were complete as of the second quarter of 2022, resulted in a total decline of $7 million in pre-tax income from continuing operations as reported under GAAP and EBITDA from ongoing operations during 2022 versus 2021.
The Surface Protection business is continuing to experience competitive pricing pressures, unrelated to the customer product transitions, that adversely impacted pre-tax income from continuing operations as reported under GAAP and EBITDA from ongoing operations by approximately $5.5 million in 2022 versus 2021. To offset the adverse impact of the customer transitions and pricing pressures, the Company is aggressively pursuing sales of new surface protection products, applications and customers and driving production efficiencies and cost savings.
20
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures are projected to be $4 million in 2023, including: $2 million for productivity projects and $2 million for capital expenditures required to support continuity of current operations. Depreciation expense is projected to be $7 million in 2023. There is no amortization expense for PE Films.
Flexible Packaging Films
A summary of results for Flexible Packaging Films is provided below:
| Year Ended | Favorable/ (Unfavorable) % Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | |||||||||
| 2022 | 2021 | |||||||||
| Sales volume (lbs) | 106,685 | 104,569 | 2.0 | % | ||||||
| Net sales | $ | 168,139 | $ | 139,978 | 20.1 | % | ||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 27,452 | $ | 31,684 | (13.4) | % | ||||
| Depreciation & amortization | (2,444) | (1,988) | (22.9) | % | ||||||
| EBIT | $ | 25,008 | $ | 29,696 | (15.8) | % | ||||
| Capital expenditures | $ | 8,151 | $ | 5,603 |
Net sales in 2022 increased 20.1% compared to 2021, primarily due to higher selling prices from the pass-through of higher resin costs, favorable product mix and higher sales volume.
EBITDA from ongoing operations in 2022 decreased by $4.2 million versus 2021, primarily due to:
•Higher raw material costs ($17.9 million), higher fixed costs ($1.5 million), and higher SG&A expenses ($1.4 million), offset by higher selling prices from the pass-through of higher resin costs ($18.3 million), higher sales volume ($1.1 million), favorable product mix ($1.6 million), and lower variable costs ($0.1 million);
•Net unfavorable foreign currency translation of Real-denominated operating costs ($3.7 million) in 2022 versus 2021; and
•Foreign currency transaction losses ($0.2 million) in 2022 compared to foreign currency transaction gains ($0.7 million) in 2021.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures are projected to be $8 million in 2023, including $2 million for new capacity for value-added products and productivity projects and $6 million for capital expenditures required to support continuity of current operations. Depreciation expense is projected to be $3 million in 2023. Amortization expense is projected to be $0.1 million in 2023.
Corporate Expenses, Interest and Other
Corporate expenses, net in 2022 decreased by $0.6 million compared 2021, primarily due to lower professional fees associated with business development activities ($1.1 million), employee-related compensation ($0.9 million) and stock-based compensation ($0.6 million), partially offset by increased professional fees associated with the internal and external audits of the Company ($2.2 million).
Interest expense was $5.0 million in 2022 in comparison to $3.4 million in 2021, primarily due to higher interest rates.
Pension expense under GAAP was $14.4 million in 2022, an unfavorable change of $0.5 million from 2021. In February 2022, Tredegar announced the initiation of a process to terminate and settle its frozen defined benefit pension plan. In connection therewith, the Company borrowed funds under its revolving credit agreement and made the Special Contribution to reduce its underfunding and as part of a program within the pension plan to hedge or fix the expected future contributions that will be needed by the Company through the settlement process. The settlement process has been delayed because of longer-than-expected review times with the IRS. The Company does not expect issues with receiving approval from the IRS and is hopeful that the entire process will be completed by the end of 2023. The Company realized income tax benefits on the Special Contribution of $11 million in 2022. Administrative costs for the pension plan through the settlement process are estimated at $4 to $5 million.
Tredegar’s frozen defined benefit pension plan was underfunded on a GAAP basis (also estimated settlement basis) by $28 million at December 31, 2022, comprised of investments at fair value of $218 million and a PBO of $246 million. The ultimate underfunded amount at settlement may differ from amounts existing at the end of 2022, depending on changes in market factors, including for buyers of pension obligations at the time of settlement.
21
Prior to the Special Contribution, GAAP pension expense was a reasonable proxy for the Company’s required minimum cash contribution to the pension plan. The Company expects there will be no required minimum cash contributions until final settlement. Pension expense under GAAP is projected to be approximately $14 million in 2023, which is mainly comprised of non-cash amortization of deferred net actuarial losses reflected in the Company’s shareholders’ equity as accumulated other comprehensive losses. Beginning in 2022, and consistent with no expected required minimum cash contributions, no pension expense is included in calculating earnings before interest, taxes, depreciation and amortization as defined in the Company’s revolving credit agreement (“Credit EBITDA”).
Net capitalization and other credit measures are provided in Liquidity and Capital Resources, below.
Liquidity and Capital Resources
The Company continuously focuses on working capital management. Measures such as days sales outstanding (“DSO”), days inventory outstanding (“DIO”) and days payables outstanding (“DPO”) are used to evaluate changes in working capital. Changes in operating assets and liabilities from continuing operations from December 31, 2021 to December 31, 2022 are summarized below. Cash flows for discontinued operations have not been separately disclosed in the consolidated statements of cash flows.
•Accounts and other receivables decreased $18.8 million or 18.2%.
◦Accounts and other receivables in Aluminum Extrusions decreased by $10.4 million primarily due to lower sales volume and the pass-through of lower metal costs, partially offset by an increase in average selling prices to cover higher operating costs in the fourth quarter of 2022 versus 2021. DSO (computed using trailing 12 months net sales and a rolling 12-month average of accounts and other receivables balances) was approximately 48.7 days in 2022 and 47.6 days in 2021.
◦Accounts and other receivables in PE Films decreased by $6.5 million primarily due to lower sales volume in both Surface Protection and overwrap films, partially offset by increased overwrap films sales as a result of the pricing impact associated with the pass-through of higher resin costs. DSO was approximately 30.3 days in 2022 and 28.5 days in 2021.
◦Accounts and other receivables in Flexible Packaging Films decreased by $1.7 million primarily due to lower sales volume in the fourth quarter of 2022 versus 2021. DSO was approximately 41.1 days in 2022 and 40.0 days in 2021.
•Inventories increased $39.2 million or 44.3%.
◦Inventories in Aluminum Extrusions increased by $16.8 million primarily due to increased raw material levels due to lower than anticipated customer orders, order cancellations as customers report high inventory levels, and increased aluminum supplier costs. DIO (computed using trailing 12 months costs of goods sold calculated on a FIFO basis and a rolling 12-month average of inventory balances calculated on the FIFO basis) was approximately 53.6 days in 2022 and 41.4 days in 2021.
◦Inventories in PE Films has remained consistent with prior year. The DIO of approximately 62.8 days in 2021 increased to 66.8 days in 2022 primarily due to the weak market demand for Surface Protection’s products.
◦Inventories in Flexible Packaging Films increased by $22.5 million primarily due to the impact of higher average resin prices on raw materials, higher planned finished good levels and the impact from the change in the U.S. dollar value of currencies related to operations outside of the U.S. DIO was approximately 108.0 days in 2022 and 93.1 days in 2021.
•Net property, plant and equipment increased by $16.0 million or 9.4% primarily due to capital expenditures of $40.1 million, partially offset by depreciation expense of $23.9 million.
•Identifiable intangible assets, net decreased by $2.5 million or 17.7% primarily due to amortization expense.
•Deferred income tax assets decreased $1.8 million or 11.6% primarily due to changes in other comprehensive income and the projected utilization for foreign tax credits, partially offset by the change in deferred tax liability as a result of the implementation of new U.S. tax regulations associated with foreign tax credits published by the U.S. Treasury and IRS on January 4, 2022. See Note 12 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
•Accounts payable decreased by $8.8 million or 7.1%.
◦Accounts payable in Aluminum Extrusions decreased by $11.3 million, primarily due to lower raw material purchases due to higher than anticipated on-hand inventory quantities, partially offset by favorable payment terms with certain vendors. DPO (computed using trailing 12 months costs of goods sold calculated on a FIFO basis and a rolling 12-month average of accounts payable balances) was approximately 64.2 days in 2022 and 60.1 days in 2021.
22
◦Accounts payable in PE Films decreased by $3.7 million primarily due to lower raw material purchases. DPO was approximately 51.0 days in 2022 and 44.0 days in 2021.
◦Accounts payable in Flexible Packaging Films increased by $5.6 million, primarily due to higher resin costs related to raw material purchases in 2022 and favorable payment terms with certain vendors. DPO was approximately 72.4 days in 2022 and 68.2 days in 2021.
Net cash used in operating activities was $20.8 million in 2022 compared to net cash provided by operating activities of $70.6 million in 2021. The change in operating activities is primarily due to the Special Contribution ($50 million), higher income taxes paid during 2022 and higher working capital due to factors discussed earlier in this section relating to accounts and other receivables, inventories and accounts payable.
Net cash used in investing activities was $35.5 million in 2022 compared to net cash provided by investing activities of $24.5 million in 2021. The change in investing activities is primarily due to higher capital expenditure spending ($9.5 million), cash proceeds received in 2021 in connection with the sale of the Company’s investment in kaléo ($47.1 million) and the sale of the Lake Zurich manufacturing facility assets in 2021 ($4.7 million).
Net cash provided by financing activities was $45.4 million in 2022 compared to net cash used in financing activities of $76.8 million in 2021. The change in financing activities is primarily due to higher net borrowings ($125.0 million) under the Credit Agreement (as defined below) to fund the $50 million Special Contribution to the pension plan and working capital, higher deferred financing costs ($1.2 million) associated with the refinancing of the Credit Agreement in June 2022, repurchases of employee common stock for tax withholdings of $0.4 million in 2022, and $0.9 million of proceeds from the exercise of stock options in the first nine months of 2021.
The Company believes that existing borrowing availability, current cash balances and cash flow from operations will be sufficient to satisfy short term material cash requirements related to working capital, capital expenditure, debt repayments and dividend requirements for at least the next twelve months. In the longer term, liquidity will depend on many factors, including results of operations, the timing and extent of capital expenditures, changes in operating plans, or other events that would cause the Company to seek additional financing in future periods.
At December 31, 2022, Tredegar had cash and cash equivalents of $19.2 million, including funds held in locations outside the U.S. of $10.3 million.
On June 29, 2022, Tredegar entered into a Second Amended and Restated Credit Agreement (“Credit Agreement”) that replaced its existing $375 million five-year, secured revolving credit facility that was due to expire on June 28, 2024. The Credit Agreement is a five-year, revolving, secured credit facility that permits aggregate borrowings of $375 million and matures on June 29, 2027.
Net capitalization and indebtedness as defined under the Credit Agreement as of December 31, 2022 were as follows:
| Net Capitalization and Indebtedness as of December 31, 2022 | ||
|---|---|---|
| (In thousands) | ||
| Net capitalization: | ||
| Cash and cash equivalents | $ | 19,232 |
| Debt: | ||
| Credit Agreement | 137,000 | |
| Debt, net of cash and cash equivalents | 117,768 | |
| Shareholders’ equity | 201,762 | |
| Net capitalization | $ | 319,530 |
| Indebtedness as defined in Credit Agreement: | ||
| Total debt | $ | 137,000 |
| Indebtedness | $ | 137,000 |
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Borrowings under the Credit Agreement bear an interest rate equal to Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment of 10 basis points ("Adjusted Term SOFR Rate") and an amount depending on the type of borrowing and commitment fees charged on the unused amount under the Credit Agreement at various Total Net Leverage Ratio levels as follows:
| Pricing Under the Credit Agreement (Basis Points) | |||
|---|---|---|---|
| Total Net Leverage Ratio | Term Benchmark Spread | Commitment Fee | |
| = 1.0x | 150.0 | 20 | |
| 1.0x but =2.0x | 162.5 | 25 | |
| 2.0x but =3.0x | 175.0 | 30 | |
| 3.0x but =3.5x | 187.5 | 35 | |
| 3.5x | 200.0 | 40 |
At December 31, 2022, $137.0 million of the outstanding debt was principally priced at an interest rate equal to the Adjusted Term SOFR Rate plus the applicable credit spread of 162.5 basis points. Prior to the Credit Agreement, the interest rate on borrowings was based on LIBOR plus an applicable credit spread.
The primary restrictive covenants in the Credit Agreement include:
•Total Net Leverage Ratio of 4.00x;
•Interest Coverage Ratio of 3.00x; and
•Unlimited payments for dividends and stock repurchases during the term of the Credit Agreement so long as the Total Net Leverage Ratio is equal to or less than 2.00x, and otherwise restrictions on payments for dividends and stock repurchases for the term of the Credit Agreement at $75 million (provided that the $75 million basket will reset at the end of each fiscal quarter when the Total Net Leverage ratio is less than or equal to 2.00x).
Under the Credit Agreement:
•Total Net Leverage Ratio is defined as the ratio of (a)(i) total indebtedness minus (ii) liquidity (the lesser of $50,000,000 and the aggregate amount of cash and cash equivalents) to (b) Credit EBITDA; and
•Interest Coverage Ratio is defined as the ratio of Credit EBITDA to interest expense.
The Credit Agreement is secured by substantially all assets of the Company and its domestic subsidiaries, including equity in certain material first-tier foreign subsidiaries. At December 31, 2022, based upon the most restrictive covenant within the Credit Agreement, available credit under the Credit Agreement was approximately $201 million. Total debt outstanding was $137.0 million and $73.0 million as of December 31, 2022 and 2021, respectively.
Credit EBITDA is not intended to represent net income (loss) or cash flow from operations as defined by GAAP and should not be considered as an alternative to either net income (loss) or to cash flow. The computations of Credit EBITDA, the Total Net Leverage Ratio and Interest Coverage Ratio as defined in the Credit Agreement are presented below.
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| Computations of Credit EBITDA, Total Net Leverage Ratio and Interest Coverage Ratio (in each case, as Defined in the Credit Agreement) Along with Related Primary Restrictive Covenants as of and for the Twelve Months Ended December 31, 2022 | ||
|---|---|---|
| Computations of Credit EBITDA for the twelve months ended December 31, 2022 (in thousands): | ||
| Net income (loss) | $ | 28,455 |
| Plus: | ||
| After-tax losses related to discontinued operations | — | |
| Total income tax expense for continuing operations | 4,389 | |
| Interest expense | 4,990 | |
| Depreciation and amortization expense for continuing operations | 26,403 | |
| All non-cash losses and expenses, plus cash losses and expenses not to exceed $10,000, for continuing operations that are classified as unusual, extraordinary or which are related to plant shutdowns, asset impairments and/or restructurings (cash-related of $5,898) | 5,924 | |
| Charges related to stock option grants and awards accounted for under the fair value-based method | 1,424 | |
| Losses related to the application of the equity method of accounting | — | |
| Losses related to adjustments in the estimated fair value of assets accounted for under the fair value method of accounting | — | |
| Minus: | ||
| After-tax income related to discontinued operations | (74) | |
| Total income tax benefits for continuing operations | — | |
| Interest income | (57) | |
| All non-cash gains and income, plus cash gains and income in excess of $10,000, for continuing operations that are classified as unusual, extraordinary or which are related to plant shutdowns, asset impairments and/or restructurings | — | |
| Income related to changes in estimates for stock option grants and awards accounted for under the fair value-based method | — | |
| Income related to the application of the equity method of accounting | — | |
| Income related to adjustments in the estimated fair value of assets accounted for under the fair value method of accounting | (1,406) | |
| Plus cash dividends declared on investments in an amount not to exceed $10,000 for such period | — | |
| Plus or minus, as applicable, pro forma EBITDA adjustments associated with acquisitions and asset dispositions | — | |
| Plus or minus, as applicable, pro forma EBITDA adjustments to pension expense associated with the early payment of pension obligations | 14,400 | |
| Credit EBITDA | $ | 84,448 |
| Computations of leverage and interest coverage ratios as defined in Credit Agreement at December 31, 2022: | ||
| Total Net Leverage Ratio | 1.39x | |
| Interest Coverage Ratio | 16.92x | |
| Most restrictive covenants as defined in Credit Agreement: | ||
| Unlimited payments for dividends and stock repurchases during the term of the Credit Agreement so long as the Total Net Leverage Ratio is equal to or less than 2.00x, and otherwise restrictions on payments for dividends and stock repurchases for the term of the Credit Agreement at $75 million | $ | — |
| Maximum Total Net Leverage Ratio permitted | 4.00x | |
| Minimum Interest Coverage Ratio permitted | 3.00x |
Tredegar was in compliance with all of its debt covenants as of December 31, 2022. Noncompliance with any of the debt covenants may have a material adverse effect on its financial condition or liquidity, in the event such noncompliance cannot be cured or should the Company be unable to obtain a waiver from the lenders. Renegotiation of the covenant through an amendment to the Credit Agreement may effectively cure the noncompliance, but may have an effect on its financial condition or liquidity depending upon how the covenant is renegotiated.
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Material Cash Requirements for Known Contractual and Other Obligations
The Company’s material cash requirements from known contractual and other obligations as of December 31, 2022 were as follows:
Long-term debt and interest payments
As of December 31, 2022, the Company had outstanding debt of $137.0 million with contractual payments due in June 2027. Estimated future interest payments associated with outstanding debt total $37.7 million, with $8.4 million payable within the next 12 months.
Pension and other postretirement obligations
In February 2022, Tredegar announced the initiation of a process to terminate and settle its frozen defined benefit pension plan, which could take up to 24 months to complete. In connection therewith, on February 9, 2022, the Company borrowed funds under its revolving credit agreement and contributed a $50 million Special Contribution to the pension plan to reduce its underfunding and as part of a program within the pension plan to hedge or fix the expected future contributions that will be needed by the Company through the settlement process. The Company estimates that, with the Special Contribution, there will be no required minimum contributions to the pension plan until final settlement. Tredegar expects that the final settlement funding will be approximately $28 million but may differ from this expectation based on changes in market factors, including from buyers of pension obligations at the time of settlement.
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. The plan was designed to restore all or a part of the pension benefits that would have been payable to designated participants from the principal pension plans if it were not for limitations imposed by income tax regulations. The projected benefit obligation relating to this unfunded plan was $1.7 million, of which the Company expects to pay $0.2 million in the next 12 months.
In addition to providing pension benefits, the Company provides postretirement life insurance and health care benefits for certain groups of employees. As of December 31, 2022, the aggregate benefit obligation for the Company’s other post retirement plans was $5.7 million, of which the Company expects to pay $0.5 million in the next 12 months.
Capital expenditure commitments
See “Projected Capital Expenditures and Depreciation & Amortization” within “Segment Operations Overview” above in this Item 7 for discussion of the Company’s planned investment in capital expenditures in 2023, of which $13.3 million contractual commitments that existed as of December 31, 2022.
Operating Leases
The Company enters into various operating leases primarily for real estate, office equipment and vehicles. See Note 4 “Leases” to the Consolidated Financial Statements in Item 15 for additional information.
Uncertain Tax Positions
As of December 31, 2022, unrecognized tax benefits on uncertain tax positions were $0.6 million. Tax payments resulting from the successful challenge by the taxing authority on uncertain tax positions taken by Tredegar would possibly result in the payment of estimated interest and penalties of $0.1 million if tax payments were made as a result of a successful challenge by the taxing authority on uncertain tax positions. Due to uncertainties in the timing of potential tax audits, the timing of the resolution of these positions is uncertain. Therefore, the Company is unable to make a reasonably reliable estimate of the timing of payments beyond 12 months. See Note 12 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information.
Off-Balance Sheet Arrangements
The Company has no material off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
From time to time, the Company enters into transactions with third parties in connection with the sale of assets or businesses in which it agrees to indemnify the buyers or third parties involved in the transaction, or the sellers or third parties involved in the transaction agree to indemnify Tredegar, for certain liabilities or risks related to the assets or business. Also, in the ordinary course of business, the Company may enter into agreements with third parties for the sale of goods or services that may contain indemnification provisions. In the event that an indemnification claim is asserted, liability for indemnification would be subject to an assessment of the underlying facts and circumstances under the terms of the applicable agreement. Further, any indemnification payments may be limited or barred by a monetary cap, a time limitation, or a deductible or basket. For these reasons, the Company is unable to estimate the maximum potential amount of the potential future liability under the indemnity provisions of these agreements. Tredegar does, however, accrue for losses for any known contingent liability,
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including those that may arise from indemnification provisions, when future payment is probable and the amount is reasonably estimable. The Company discloses contingent liabilities if the probability of loss is reasonably possible and material.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Certain accounting policies, as described below, are considered "critical accounting policies" because they are particularly dependent on estimates made by management about matters that are inherently uncertain and could have a material impact on the Company’s consolidated financial statements. Estimates and judgments are based on historical experience, forecasted events and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions. A summary of all of our significant accounting policies is included in Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15.
Impairment of 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). When assessing goodwill for impairment, accounting guidance allows the Company to first perform a qualitative assessment (“Step 0 analysis”), which evaluates certain qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, as well as company and reporting unit factors. If the Company's Step 0 analysis indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would perform a quantitative impairment test (“Step 1 analysis”).
During the three months ended September 30, 2022, events and circumstances indicated that the Surface Protection reporting unit (“Surface Protection”), which is also the asset group, might be impaired. The Company performed a Step 1 analysis and long-lived impairment analysis for Surface Protection and determined that the fair value of Surface Protection exceeded its carrying value by 18.6%.
The Company estimated the fair value of Surface Protection at September 30, 2022 by: (i) computing a weighted average estimated enterprise value (“EV”) utilizing both the discounted cash flow (the “DCF Method”) and market multiple (the “Market Multiple Method”) methods, (ii) applying adjustments for any surplus or deficient working capital, (iii) adding cash and cash equivalents, and (iv) subtracting interest-bearing debt. The Company’s estimate of Surface Protection’s EV as of September 30, 2022 was determined by weighting the Market Multiple Method by 20% and the DCF Method by 80%. A heavier weighting towards the DCF Method was used since Surface Protection’s projections better reflect recovery from the weak market demand, competitive pricing and cash flows associated with new surface protection products, applications, customers, production efficiencies, and cost savings. Key financial assumptions utilized to determine the fair value of the reporting unit includes revenue growth projections and a weighted average cost of capital assumption. At September 30, 2022, the effect of a ten percent decrease in the revenue growth projections and a one percent increase to the weighted average cost of capital assumption would further decrease the fair value of the reporting unit’s fair value by approximately $5 million and $6 million, respectively.
Customer demand for electronics has continued to deteriorate since the third quarter of 2022, causing manufacturers in the supply chain to experience reduced capacity utilization and inventory corrections. In addition, these depressed market conditions, which are expected to continue through the first half of 2023, are adversely impacting mix through reduced sales to our highest value-added customers and products. Given the uncertain demand for Surface Protections products, it is reasonably possible that the cash flow estimates used in deriving such fair value measurements may change in the future.
As of December 1, 2022, the Company’s reporting units with goodwill were Surface Protection in PE Films and Futura in Aluminum Extrusions. Both of these reporting units have separately identifiable operating net assets (operating assets including goodwill and identifiable intangible assets net of operating liabilities). The Company's Step 0 analyses as of December 1, 2022 of these reporting units concluded that it is not more likely than not that the fair values of each reporting unit was less than its carrying amount. Therefore, the Step 1 quantitative goodwill impairment tests for these reporting units were not necessary as of December 1, 2022. The Surface Protection and Futura reporting units had goodwill in the amounts of $57.3 million and $13.3 million, respectively, at December 31, 2022. See Note 1 “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 15 for additional information on the analysis of goodwill impairment.
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Pension Benefits
Tredegar sponsors a noncontributory defined benefit (pension) plan covering certain current and former U.S. employees. The plan is closed to new participants and pay for active plan participants for benefit calculations was frozen as of December 31, 2007. 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, which is expected to be completed by the end of 2023.
The Company’s pension plan has resulted in varying amounts of net pension income or expense, as developed from actuarial valuations and the application of GAAP. Inherent in the valuation are key assumptions including discount rates and the expected return on plan assets. Inherent in the application of GAAP includes the amortization of deferred non-cash actuarial gains or losses. Net periodic pension benefit cost under GAAP during 2022, 2021 and 2020 was $14.4 million, $14.0 million and $14.6 million, respectively, including non-cash amortization of net actuarial losses of $13.7 million, $17.0 million and $15.5 million, respectively.
The Company is required to consider current market conditions, including changes in interest rates and plan asset investment returns, in determining actuarial valuation assumptions. Assumptions may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences are deferred in accumulated other comprehensive income or loss directly in shareholders’ equity and subsequently amortized in net periodic pension benefit cost. Other comprehensive net actuarial losses reflected directly in shareholders’ equity was $103.6 million, $109.2 million and $149.5 million on a pre-tax basis as of December 31, 2022, 2021 and 2020, respectively, which have resulted in the significant non-cash amortization costs as noted above.
Following the announcement to terminate and settle the pension plan, the Company contributed $50 million to the pension plan and implemented (through consultation with its investment advisors) a liability-matching bond portfolio investment strategy (including a derivative overlay) that hedged the estimated settlement funding gap, which was approximately $24 million (before plan administration costs) at that time. The overall objective of this hedging program is to minimize the volatility of the estimated settlement funding gap such that, as applicable interest rates move up or down causing a decrease or increase in the estimated value of the settlement liability, the value of the matching bond portfolio and derivative overlay decreases or increases by a similar amount.
The discount rate is used to determine the present value of future payments (i.e., the estimated settlement liability). In general, the estimated settlement liability increases as the discount rate decreases and vice versa. The discount rate is the single rate that, when applied to expected benefit payments, provides a present value equal to the present value of expected benefit payments, which prior to the planned termination and settlement was determined by using the AA-rated bond yield curve. Given the anticipated termination and settlement of the pension plan, the Company determined an appropriate discount rate as of December 31, 2022, based on the weighted average of lump sum settlement interest rates and estimated annuity purchase settlement rates. The weighted average discount rate utilized was 5.07%, 2.90% and 2.57% at the end of 2022, 2021 and 2020, respectively, with changes between periods due to changes in market interest rates and in 2022 also the change to a settlement discount rate estimating methodology.
A 100 basis point increase in the discount rate assumption would have decreased the projected benefit obligation / estimated settlement liability and the net periodic pension cost for the pension plan by approximately $23 million and $2 million, respectively. A 100 basis point decrease in the discount rate assumption would have increased the projected benefit obligation / estimated settlement liability and the net periodic pension cost for the pension plan by approximately $24 million and $2 million, respectively. In both assumption situations, as a result of the hedging program, the Company would expect a similar overall change in the liability matching bond portfolio and derivative overlay.
A lower expected return on plan assets increases the amount of expense and vice versa. Decreases in the level of actual plan assets will also serve to increase the amount of pension expense. The total return on plan assets (net of fees and plan expenses), which is primarily affected by the change in fair value of plan assets, current year contributions and current year payments to participants, was approximately negative 15.1% in 2022, positive 10.4% in 2021 and positive 10.9% in 2020.
The expected long-term rate return of 5.00% used in both 2021 and 2020 were determined at the end of 2020 and 2019 and therefore did not contemplate the liability-driven investment strategy discussed above, however, the expected long-term rate return of 3.05% used in 2022 and 4.99% for 2023 does contemplate the liability-driven investment strategy discussed above. See Note 8 “Retirement Plans and Other Postretirement Benefits” to the Consolidated Financial Statements in Item 15 for more information on expected long-term return on plan assets and asset mix.
Net periodic benefit cost, which excludes the impact of the expected plan settlement, for 2023 under GAAP is expected to be approximately $14 million, including non-cash amortization of other comprehensive net actuarial losses of approximately $12 million.
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The Company has been monitoring the estimated settlement funding gap and the effectiveness of its liability-matching bond portfolio investment strategy through an online tool provided by its investment advisors, which increased to approximately $28 million at December 31, 2022 primarily due to administrative costs incurred by the plan.
As the settlement process occurs, the Company expects to recognize a non-cash reclassification adjustment to net income or loss of the entire remaining balance of other comprehensive net actuarial losses reflected directly in shareholders’ equity, which was approximately $104 million on a pre-tax basis at December 31, 2022.
See the Segment Operations Review section above for further discussion regarding the financial impact of the Company’s pension plans.
Income Taxes
Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accordingly, accounting for income taxes represents the Company’s best estimate of various events and transactions. Tax laws are often complex and may be subject to differing interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, Tredegar must make judgments and interpretations about the application of tax laws. The Company must also make estimates about when in the future certain items will affect taxable income in the various taxing jurisdictions.
A valuation allowance is recorded in the period when the Company determines that it is more likely than not that all or a portion of deferred income tax assets may not be realized. The establishment and removal of a valuation allowance requires the Company to consider all positive and negative evidence and make a judgmental decision regarding the amount of valuation allowance required as of a reporting date.
Tredegar may be required to change its provision for income taxes when estimates used in determining valuation allowances on deferred tax assets significantly change, or when new information indicates the need for adjustment in valuation allowances. Additionally, future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the financial statements in the year these changes occur.
See Note 12 “Income Taxes” to the Consolidated Financial Statements in Item 15 for additional information on income taxes.
FY 2021 10-K MD&A
SEC filing source: 0000850429-22-000007.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations focuses on and is intended to clarify the results of our operations, certain changes in our financial position, liquidity, capital structure and business developments for the periods covered by the consolidated financial statements included in this Form 10-K. This discussion should be read in conjunction with, and is qualified by reference to, the other related information including, but not limited to, the audited consolidated financial statements (including the notes thereto) and the description of our business, all as set forth in this Form 10-K, as well as the risk factors discussed above in Item 1A.
This section provides discussion and a year-to-year comparison for the years ended December 31, 2021 and 2020. Discussion regarding our results of operations for the year ended December 31, 2019 and a year-to-year comparison between the years ended December 31, 2020 and 2019 can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020.
Executive Summary
General
Tredegar Corporation is an industrial manufacturer with three primary businesses: custom aluminum extrusions for the North American building & construction, automotive and specialty end-use markets through its Aluminum Extrusions segment; surface protection films for high-technology applications in the global electronics industry through its PE Films segment; and specialized polyester films primarily for the Latin American flexible packaging market through its Flexible Packaging Films segment. With approximately 2,400 employees, the Company operates manufacturing facilities in North America, South America, and Asia.
On October 30, 2020, the Company completed the sale of Personal Care Films. The transaction excluded the packaging film lines and related operations located at Pottsville Packaging, which are now being reported within the Surface Protection component of PE Films. Commencing in the third quarter of 2020, all historical results for Personal Care Films have been presented as discontinued operations. For more information on these transactions, see Note 17 to the Consolidated Financial Statements in Item 15.
Sales were $826.5 million in 2021 compared to $755.3 million in 2020. Net income from continuing operations was $57.9 million ($1.72 per diluted share) in 2021, compared with net loss from continuing operations of $16.8 million ($0.51 per diluted share) in 2020.
The 2021 results include:
•An after-tax gain of $10.0 million ($0.30 per diluted share) on the sale of the Company’s investment in kaléo on December 27, 2021 resulting in total cash proceeds of $47.1 million (see Note 9 to the Consolidated Financial Statements in Item 15 for more details).
The 2020 results include:
•An after-tax loss on the Company’s investment in kaléo of $47.6 million ($1.42 per diluted share), which was accounted for under the fair value method (see Note 9 to the Consolidated Financial Statements in Item 15 for more details); and
•An impairment of the total goodwill balance of Aluminum Extrusions' reporting unit acquired in the AACOA acquisition in 2012 was recorded in the after-tax amount of $10.5 million ($0.32 per diluted share).
Other losses related to asset impairments and costs associated with exit and disposal activities for continuing operations were not material for the years ended December 31, 2021 and 2020, respectively. Losses associated with plant shutdowns, asset impairments, restructurings and other items are described in Results of Operations. EBITDA from ongoing operations is the measure of profit and loss used by Tredegar’s chief operating decision maker (“CODM”) for purposes of assessing financial performance. The Company uses net sales from continuing operations 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.
Earnings before interest and taxes (“EBIT”) from ongoing operations is a non-GAAP financial measure included in the reconciliation of segment financial information to consolidated results for the Company. It is not intended to represent the stand-alone results for Tredegar’s ongoing operations under GAAP and should not be considered as an alternative to net income as defined by GAAP. We believe EBIT is a widely understood and utilized metric that is meaningful to certain investors and that including this financial metric in the reconciliation of management’s performance metric, EBITDA from ongoing operations, provides useful information to those investors that primarily utilize EBIT to analyze the Company’s core operations.
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See the table in Note 13 to the Consolidated Financial Statements in Item 15 for a reconciliation of this non-GAAP measure to GAAP.
THE IMPACT OF COVID-19 AND RELATED FINANCIAL CONSIDERATIONS
Essential Business and Employee Considerations
The Company’s priorities during the COVID-19 pandemic continue to be to protect the health and safety of employees while keeping its manufacturing sites open due to the essential nature of many of its products. The Company has continued to manufacture the full range of products at its facilities.
The Company’s protocols to protect the health and well-being of its employees from COVID-19 continue to evolve as the Centers for Disease Control, the Office of the Surgeon General and other state and local health departments learn more about the virus and its variants. Consistent with recommendations and mandates from government agencies and health authorities, the Company has implemented multiple layers of COVID-19 protections and interventions.
The Company has engaged in an education campaign that provides employees with the most accurate and up-to-date information related to COVID-19 vaccines and has offered different monetary and/or time-away-from-work incentives to encourage employees to get vaccinated with the primary dose(s) and to get a booster shot once eligible. The Company will continue to monitor available information to assess safeguards that may be taken to try to prevent a COVID-19 outbreak in the workplace.
Aluminum Extrusions, also known as Bonnell Aluminum, continues to experience higher than normal absenteeism and hiring difficulties, which it attributes to COVID-19-related factors, including high COVID-19 transmission rates in the geographic areas where its plants are located. While the average number of direct labor employees at Bonnell Aluminum facilities increased approximately 9% in the fourth quarter of 2021, compared with the abnormally low levels related to the pandemic in the second and third quarters of 2020, there continues to be a shortage of labor to meet existing demand and desired shipment levels. Moreover, onboarding new employees has resulted in higher hiring and training costs and labor inefficiencies in 2021 versus last year.
All three of the Company's business segments are managing through supply chain disruptions and escalating costs, including raw material cost increases, shortages, transportation cost increases and delays. To offset growing cost pressures, Bonnell Aluminum implemented a selling price increase effective January 3, 2022, which followed two price increases in 2021. In response to unprecedented cost increases and supply issues for polyethylene and polypropylene resin, PE Films implemented a quarterly resin cost pass-through mechanism, effective July 1, 2021, for all products and customers not previously covered by such arrangements. Flexible Packaging Films, which is also known as Terphane, which is headquartered in Brazil, continues to monitor cost escalations to adjust selling prices as market dynamics permit.
Financial Considerations
Approximately 58% of Bonnell Aluminum’s sales volume in 2021 was related to building and construction (“B&C”) markets (non-residential B&C of 51% and residential B&C of 7%). Non-residential B&C volume started to decline in the fourth quarter of 2020 after the fulfillment of contracts that existed at the start of the COVID-19 pandemic. Market demand in this sector has recently been strong but not fully realized in Bonnell Aluminum's fourth quarter and full year 2021 results due to pandemic-related labor shortages and resulting production inefficiencies. Non-residential B&C volume declined 4% versus the fourth quarter of 2020 and 11% versus full year 2020. However, current bookings and backlog remain at record high levels which the Company believes will bode well for future results when production constraints are alleviated.
The Surface Protection component of PE Films had record EBITDA from ongoing operations in 2020 but experienced a decline in volume in 2021, primarily related to a previously disclosed customer product transition unrelated to the pandemic. In addition, the lag in the pass-through of significant pandemic-related increases in resin costs, and some of such cost increases incurred prior to mid-year that will not be recovered even on a lagging basis, have adversely impacted PE Films’ profitability in 2021.
At Terphane, the Company believes that the pandemic-related surge in demand for flexible packaging films that began in early 2020 returned to lower pre-pandemic levels during the second quarter of 2021.
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OPERATIONS REVIEW
Segment Analysis. A summary of results for 2021 versus 2020 for each of the Company’s reporting segments is shown below.
Aluminum Extrusions
A summary of results for Aluminum Extrusions is provided below:
| Year Ended | Favorable/ | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | ||||||||
| 2021 | 2020 | % Change | ||||||||
| Sales volume (lbs) | 183,367 | 186,391 | (1.6) | % | ||||||
| Net sales | $ | 539,325 | $ | 455,711 | 18.3 | % | ||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 55,948 | $ | 55,137 | 1.5 | % | ||||
| Depreciation & amortization | (16,272) | (17,403) | 6.5 | % | ||||||
| EBIT | $ | 39,676 | $ | 37,734 | 5.1 | % | ||||
| Capital expenditures | $ | 18,914 | $ | 10,260 |
Net sales in 2021 increased by 18.3% versus 2020. The annual increase in net sales was primarily due to an increase in average selling prices to cover significantly higher aluminum raw material costs and higher operating costs, partially offset by lower sales volume. Sales volume in 2021 decreased by 1.6% versus 2020. Increased shipments in the specialty sector were offset by declines in B&C and automotive markets. All end markets served within the specialty sector experienced growth. The Company believes that declines in the non-residential B&C market resulted mainly from COVID-19-related labor shortages, with a portion of the decline in automotive sales volume associated with supply chain issues in the automotive industry.
EBITDA from ongoing operations in 2021 increased by $0.8 million versus 2020 due to higher pricing ($13.6 million net of the pass-through of aluminum raw materials costs), partially offset by higher labor and employee-related costs ($7.2 million) and other inflationary operating costs such as higher supply expenses ($6.4 million), lower labor productivity ($1.6 million), higher freight expenses ($3.2 million) and higher selling, general and administrative costs ($3.2 million). In addition, the timing of the flow through under the first-in first-out method of aluminum raw material costs passed through to customers, previously acquired at lower prices in a quickly rising commodity pricing environment, resulted in a benefit of $6.9 million in 2021 versus a charge of $1.3 million in 2020.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures are projected to be $30 million in 2022, including $15 million for new ERP/MES, $6 million for infrastructure upgrades at the facilities located in Niles, Michigan, Carthage, Tennessee and Newnan, Georgia, and $3 million for other strategic projects. The ERP/MES project is expected to cost $28 million over a two-year time span. In addition to strategic projects, approximately $6 million will be required to support continuity of current operations. Depreciation expense is projected to be $14 million in 2022. Amortization expense is projected to be $3 million in 2022.
PE Films
A summary of results for PE Films is provided below:
| Year Ended | Favorable/ | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | (Unfavorable) | ||||||||
| 2021 | 2020 | % Change | ||||||||
| Sales volume (lbs) | 39,429 | 45,175 | (12.7) | % | ||||||
| Net sales | $ | 118,920 | $ | 139,288 | (14.6) | % | ||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 27,694 | $ | 45,107 | (38.6) | % | ||||
| Depreciation & amortization | (6,263) | (6,762) | 7.4 | % | ||||||
| EBIT | $ | 21,431 | $ | 38,345 | (44.1) | % | ||||
| Capital expenditures | $ | 2,997 | $ | 6,024 |
Net sales in 2021 decreased by $20.4 million versus 2020, primarily due to lower volume and unfavorable mix associated with the previously disclosed customer product transitions in Surface Protection, partially offset by higher pricing associated with the pass-through of increased resin costs.
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EBITDA from ongoing operations in 2021 decreased by $17.4 million versus 2020 primarily due to:
•A $19.4 million decrease from Surface Protection primarily related to lower sales and unfavorable mix associated with the customer product transitions ($14.8 million), lower sales and unfavorable mix for products unrelated to customer product transitions ($3.4 million), margin erosion associated with higher resin costs that occurred before the resin index pricing plan was fully implemented ($1.4 million), the pass-through lag associated with higher resin costs ($1.4 million), and higher freight expense ($1.0 million), partially offset by production efficiencies and cost savings ($1.9 million) and lower research and development spend ($0.4 million);
•A $0.1 million increase from Pottsville Packaging; and
•A $2.7 million favorable variance associated with the divestiture of Bright View Technologies at the end of 2020.
Customer Product Transitions and Other Factors in Surface Protection
The Surface Protection component of PE Films supports manufacturers of optical and other specialty substrates used in flat panel display products. These films are primarily used by customers to protect components of displays in the manufacturing and transportation processes and then discarded.
The Company previously reported the risk that a portion of its film products used in surface protection applications would be made obsolete by customer product transitions to less costly alternative processes or materials. The Company estimates that these transitions, which principally relate to one customer, adversely impacted EBITDA from ongoing operations for PE Films by $14.8 million during 2021 versus 2020. A further decline of $7 million in EBITDA from ongoing operations due to the transitions is expected in 2022 versus 2021, at which time the transitions are expected to be complete.
The Surface Protection business is also experiencing competitive pricing pressures, unrelated to the customer product transitions, that are expected to adversely impact EBITDA from ongoing operations by approximately $6 million in 2022 versus 2021. To offset the expected adverse impact of the customer transitions and pricing pressures, the Company is aggressively pursuing and making progress in generating contribution from sales of new surface protection products, applications and customers and driving production efficiencies and cost savings. Annual contribution to EBITDA from ongoing operations for PE Films from sales of products unrelated to previously disclosed customer product transitions increased $7 million for the two-year period ended December 31, 2021, which excludes the impact of resin pass-through lag but includes the adverse impact of customer inventory corrections, customer production slowdowns associated with COVID-19-related factors, and a slowdown in the television market in the fourth quarter of 2021.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures are projected to be $5 million in 2022, including: $3 million for productivity projects and $2 million for capital expenditures required to support continuity of current operations. Depreciation expense is projected to be $7 million in 2022. There is no amortization expense for PE Films.
Flexible Packaging Films
A summary of results for Flexible Packaging Films is provided below:
| Year Ended | Favorable/ (Unfavorable) % Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | December 31, | |||||||||
| 2021 | 2020 | |||||||||
| Sales volume (lbs) | 104,569 | 113,115 | (7.6) | % | ||||||
| Net sales | $ | 139,978 | $ | 134,605 | 4.0 | % | ||||
| Ongoing operations: | ||||||||||
| EBITDA | $ | 31,684 | $ | 30,645 | 3.4 | % | ||||
| Depreciation & amortization | (1,988) | (1,761) | (12.9) | % | ||||||
| EBIT | $ | 29,696 | $ | 28,884 | 2.8 | % | ||||
| Capital expenditures | $ | 5,603 | $ | 4,959 |
Sales volume declined by 7.6% in 2021 versus 2020, primarily due to lower demand, resin supply issues, and an equipment failure impacting production. Net sales in 2021 increased 4.0% compared to 2020, primarily due to higher selling prices from the pass-through of higher resin costs and favorable product mix, partially offset by lower sales volume.
EBITDA from ongoing operations in 2021 increased by $1.0 million versus 2020 primarily due to:
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•Higher selling prices from the pass-through of higher resin costs ($11.2 million), favorable product mix ($2.0 million) and lower selling, general, and administration expenses ($0.7 million), partially offset by higher raw material costs ($12.8 million), lower sales volume ($4.9 million) and higher variable costs ($1.7 million);
•Net favorable currency translation of Real-denominated operating costs ($5.9 million);
•Higher foreign currency transaction gains ($1.2 million) in 2021 versus 2020; and
•Lower value-added tax credits received in 2021 ($0.5 million) versus 2020.
Projected Capital Expenditures and Depreciation & Amortization
Capital expenditures are projected to be $8 million in 2022, including $4 million for new capacity for value-added products and productivity projects and $4 million for capital expenditures required to support continuity of current operations. Depreciation expense is projected to be $2 million in 2022. Amortization expense is projected to be $0.4 million in 2022.
Corporate Expenses, Interest and Income Taxes
Corporate expenses, net, decreased $1.1 million in 2021 versus 2020, primarily due to higher transition service fees, net of corporate costs associated with the 2020 divestiture of the Personal Care Films business ($1.1 million).
Interest expense increased to $3.4 million in 2021 from $2.6 million in 2020, primarily due to higher average debt levels.
The effective tax rate used to compute income taxes for continuing operations in 2021 was 13.8% compared to 32.8% in 2020. The differences between the U.S. federal statutory rate and the effective tax rate for 2021 and 2020 are shown in Note 12 to the Consolidated Financial Statements in Item 15.
Pension expense was $14.1 million in 2021, a favorable change of $0.5 million from 2020. The impact on earnings from pension expense is reflected in “Corporate expenses, net” in the net sales and operating profit by segment statements in Note 13 to the Consolidated Financial Statements in Item 15. On February 10, 2022, Tredegar announced the initiation of a process to terminate and settle its frozen defined benefit pension plan, which could take up to 24 months to complete. In connection therewith, the Company borrowed funds under its revolving credit agreement and made a $50 million Special Contribution to reduce its underfunding and as part of a program within the pension plan to hedge or fix the expected future contributions that will be needed by the Company through the settlement process. The Company expects to realize income tax benefits on the Special Contribution of approximately $11 million. Administrative costs for the pension plan through the settlement process are estimated at $4 to $5 million.
As of December 31, 2021 (and before the Special Contribution), the estimated pension plan underfunding under GAAP was $69 million, comprised of investments at fair value of $245 million and a projected benefit obligation (“PBO”) of $314 million. The ultimate settlement benefit obligation may differ from the PBO, depending on market factors for buyers of pension obligations at the time of settlement. Pension expense is projected to be approximately $14 million under GAAP in 2022 and zero for calculating earnings before interest, taxes, depreciation and amortization as defined in the Company’s revolving credit agreement (“Credit EBITDA”), which is used to compute certain borrowing ratios. The Company estimates that, with the Special Contribution, there will be no required minimum contributions to the pension plan until final settlement.
Total debt was $73.0 million at December 31, 2021, compared to $134.0 million at December 31, 2020. Net debt (debt in excess of cash and cash equivalents), a non-GAAP financial measure, was $42.5 million at December 31, 2021, compared to $122.2 million at December 31, 2020. The year-over-year decline in net debt of $79.7 million includes proceeds of $47.1 million from the sale of the Company’s investment in kaleo, Inc (“kaléo”). on December 27, 2021. The Company’s revolving credit agreement allows borrowings of up to $375 million and matures in June 2024. The Company believes that its most restrictive covenant (computed quarterly) is the leverage ratio, which permits maximum borrowings of up to 4x Credit EBITDA. The Company had Credit EBITDA and a leverage ratio (calculated in the “Liquidity and Capital Resources” below) of $90.0 million and 0.81x, respectively, at December 31, 2021.
Net capitalization and other credit measures are provided in Liquidity and Capital Resources, below.
Forward-looking and Cautionary Statements
Some of the information contained in this Form 10-K may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. When using the words “believe,” “estimate,” “anticipate,” “expect,” “project,” “plan,” “likely,” “may” and similar expressions, Tredegar does so to identify forward-looking statements. Such statements are based on Tredegar’s then current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. It is possible that Tredegar’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in or implied by these forward-looking statements. In addition, the Company's current projections for its businesses could be materially affected by the highly uncertain impact of the COVID-19 pandemic. As a consequence, the Company's results could differ significantly from its projections, depending on, among other
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things, the ultimate impact of the pandemic on employees, supply chains, customers and the U.S. and world economies. Accordingly, you should not place undue reliance on these forward-looking statements. For risks and important factors that could cause actual results to differ from expectations, refer to the reports that Tredegar files with or furnishes the SEC from time-to-time, including the risks and important factors set forth in Item 1A. Readers are urged to review and consider carefully the disclosures Tredegar makes in the reports Tredegar files with or furnishes to the SEC. Tredegar does not undertake, and expressly disclaims any duty, to update any forward-looking statement to reflect any change in management’s expectations or any change in conditions, assumptions or circumstances on which such statements are based, except as required by applicable law.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Certain accounting policies, as described below, are considered "critical accounting policies" because they are particularly dependent on estimates made by management about matters that are inherently uncertain and could have a material impact on the Company’s consolidated financial statements. Estimates and judgments are based on historical experience, forecasted events and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions. A summary of all of our significant accounting policies is included in Note 1 to the Consolidated Financial Statements in Item 15.
Impairment of 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). When assessing goodwill for impairment, accounting guidance allows the Company to first perform a qualitative assessment about the likelihood of the carrying value of a reporting unit exceeding its fair value, referred to as the Step 0 assessment. The Step 0 assessment requires the evaluation of certain qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, as well as company and reporting unit factors. If the Company's Step 0 analysis indicates that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test.
As of December 1, 2021, the Company’s reporting units with goodwill were Surface Protection in PE Films and Futura in Aluminum Extrusions. Both of these reporting units have separately identifiable operating net assets (operating assets including goodwill and identifiable intangible assets net of operating liabilities). In addition, 2021 the Company applied the Step 0 goodwill assessment to Surface Protection and Futura; both had fair values significantly in excess of their carrying amounts when last tested using the quantitative impairment test. The Company's Step 0 analyses in 2021 of these reporting units concluded that it is not more likely than not that the fair values of each reporting unit was less than its carrying amount. Therefore, the quantitative goodwill impairment tests for these reporting units were not necessary in 2021. The Surface Protection and Futura reporting units had goodwill in the amounts of $57.3 million and $13.3 million, respectively, at December 31, 2021.
Pension Benefits
Tredegar sponsors noncontributory defined benefit (pension) plans that have resulted in varying amounts of net pension income or expense, as developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates and the expected return on plan assets. The Company is required to consider current market conditions, including changes in interest rates and plan asset investment returns, in determining these assumptions. Actuarial assumptions may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of net pension income or expense recorded in future periods.
The discount rate is used to determine the present value of future payments. The discount rate is the single rate that, when applied to expected benefit payments, provides a present value equal to the present value of expected benefit payments determined by using the AA-rated bond yield curve. In general, the pension liability increases as the discount rate decreases and vice versa. The weighted average discount rate utilized was 2.90%, 2.57% and 3.27% at the end of 2021, 2020 and 2019, respectively, with changes between periods due to changes in market interest rates. Pay for active participants of the plan was frozen as of December 31, 2007. 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, which could take up to 24 months to complete. As the settlement process occurs, the Company expects to recognize a non-cash reclassification adjustment to net income or loss of other comprehensive net actuarial losses associated with the pension plan currently reflected directly in shareholders’ equity. Other comprehensive net actuarial losses associated with the pension plan were approximately $109 million on a pretax basis as of December 31, 2021.
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A lower expected return on plan assets increases the amount of expense and vice versa. Decreases in the level of actual plan assets will also serve to increase the amount of pension expense. The total return on plan assets (net of fees and plan expenses), which is primarily affected by the change in fair value of plan assets, current year contributions and current year payments to participants, was approximately 10.4% in 2021, 10.9% in 2020 and 11.8% in 2019. The expected long-term rate return of 3.05%, 5.00% and 6.00% in 2021, 2020 and 2019 was developed through consultation with the Company’s investment advisors. Several factors were considered, including prevailing and planned strategic asset allocations, current and expected future market conditions, inflation-adjusted historical returns, volatilities, risk premiums and managed asset premiums. The Company anticipates that its expected long-term return on plan assets will be 3.05% for 2022. See Note 8 to the Consolidated Financial Statements in Item 15 for more information on expected long-term return on plan assets and asset mix.
See the Executive Summary section above for further discussion regarding the financial impact of the Company’s pension plans.
Income Taxes
Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accordingly, accounting for income taxes represents the Company’s best estimate of various events and transactions. Tax laws are often complex and may be subject to differing interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, Tredegar must make judgments and interpretations about the application of tax laws. The Company must also make estimates about when in the future certain items will affect taxable income in the various taxing jurisdictions.
A valuation allowance is recorded in the period when the Company determines that it is more likely than not that all or a portion of deferred income tax assets may not be realized. The establishment and removal of a valuation allowance requires the Company to consider all positive and negative evidence and make a judgmental decision regarding the amount of valuation allowance required as of a reporting date.
Tredegar may be required to change its provision for income taxes when estimates used in determining valuation allowances on deferred tax assets significantly change, or when new information indicates the need for adjustment in valuation allowances. Additionally, future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the financial statements in the year these changes occur.
See Note 12 to the Consolidated Financial Statements in Item 15 for additional information on income taxes.
Results of Operations
2021 versus 2020
Revenues. Sales in 2021 increased by 9.4% compared with 2020. Net sales increased 18.3% in Aluminum Extrusions primarily due to an increase in average selling prices to cover significantly higher aluminum raw material costs and higher operating costs, partially offset by lower sales volume. Net sales decreased 14.6% in PE Films primarily due to lower volume and unfavorable mix associated with the previously disclosed customer product transitions in Surface Protection, partially offset by higher pricing associated with the pass-through of increased resin costs. Net sales increased in Flexible Packaging Films by 4.0% primarily due to higher selling prices from the pass-through of higher resin costs and favorable product mix, partially offset by lower sales volume. For more information on changes in net sales and volume, see the Executive Summary section above.
Operating Costs and Expenses. Consolidated gross profit (sales minus cost of goods sold and freight) as a percentage of sales (gross profit margin) was 18.0% in 2021 versus 22.6% in 2020. The gross profit margin in Aluminum Extrusions decreased primarily due to higher labor and employee-related costs and other inflationary operating costs such as higher supply expenses, partially offset by higher pricing. The gross profit margin in PE Films decreased primarily due to Surface Protection lower sales and unfavorable mix associated with the customer product transitions, lower sales and unfavorable mix for products unrelated to customer product transitions, and margin erosion associated with higher resin costs that occurred before the resin index pricing plan was fully implemented. The gross profit margin in Flexible Packaging Films decreased due to lower sales volume and higher raw material costs, partially offset by favorable product mix and higher selling prices from the pass-through of higher resin costs. For more information on changes in operating costs and expenses, see the Executive Summary section above.
Selling, General and Administrative. As a percentage of sales, selling, general and administrative (“SG&A”) and R&D expenses were 9.8% in 2021 compared with 12.3% in 2020. SG&A and R&D expenses were down year-over-year, while net sales increased. Decreased spending is primarily due to non-recurring corporate costs associated with the divested Personal
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Care Films business, lower R&D spending in PE Films, lower stock-based compensation, and nonrecurring SG&A expenses related to the Bright View Technologies divestiture at the end of 2020.
Plant shutdowns, asset impairments, restructurings and other. Pre-tax losses associated with plant shutdowns, asset impairments, restructurings and other items for continuing operations in 2021 detailed below are shown in the statements of net sales and EBITDA from ongoing operations by segment table in Note 13 to the Consolidated Financial Statements in Item 15 and are included in “Asset impairments and costs associated with exit and disposal activities, net of adjustments” in the consolidated statements of income, unless otherwise noted. A discussion of unrealized gains and losses on investments can also be found in Note 16 to the Financial Statements in Item 15 and additional information on restructuring costs can be found in Note 17 to the Consolidated Financial Statements in Item 15.
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| ($ in millions) | Q1 | Q2 | Q3 | Q4 | 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Aluminum Extrusions: | ||||||||||||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Consulting expenses for ERP feasibility study1 | $ | — | $ | — | $ | — | $ | 0.3 | $ | 0.3 | ||||
| Futura intangible amortization out-of-period adjustment6 | — | — | — | (0.9) | (0.9) | |||||||||
| Vacation accrual policy change5 | — | — | — | (2.9) | (2.9) | |||||||||
| Environmental charges at Newnan, Georgia plant3 | — | — | 0.1 | 0.1 | 0.2 | |||||||||
| COVID-19-related expenses, net of relief 2 | (0.2) | 0.3 | 0.1 | (0.1) | 0.1 | |||||||||
| Total for Aluminum Extrusions | $ | (0.2) | $ | 0.3 | $ | 0.2 | $ | (3.5) | $ | (3.2) | ||||
| PE Films: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Other restructuring costs - severance | $ | — | $ | — | $ | 0.1 | $ | 0.3 | $ | 0.4 | ||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Vacation accrual policy change5 | — | — | — | (0.5) | (0.5) | |||||||||
| COVID-19-related expenses2 | 0.2 | 0.1 | 0.1 | 0.1 | 0.5 | |||||||||
| Total for PE Films | $ | 0.2 | $ | 0.1 | $ | 0.2 | $ | (0.1) | $ | 0.4 | ||||
| Flexible Packaging Films: | ||||||||||||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| One-time tax credit in Brazil for unemployment/social security insurance non-income taxes resulting from a favorable decision by Brazil’s Supreme Court regarding the calculation of such taxes 2,4 | $ | — | $ | (8.5) | $ | — | $ | — | $ | (8.5) | ||||
| COVID-19-related expenses2 | — | — | — | 0.1 | 0.1 | |||||||||
| Total for Flexible Packaging Films | $ | — | $ | (8.5) | $ | — | $ | 0.1 | $ | (8.4) | ||||
| Corporate: | ||||||||||||||
| (Gains) losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||
| Costs, net of gain associated with the sale of the Lake Zurich manufacturing facility assets | $ | 0.2 | $ | 0.2 | $ | (0.2) | $ | (0.1) | $ | 0.1 | ||||
| Other restructuring costs - severance | — | — | — | 0.2 | 0.2 | |||||||||
| (Gains) losses from sale of assets, investment writedowns and other items: | ||||||||||||||
| Professional fees associated with business development activities and other2 | 0.8 | 0.8 | 0.7 | 1.6 | 3.9 | |||||||||
| Professional fees associated with internal control over financial reporting2 | 0.2 | 0.9 | 0.8 | 1.2 | 3.1 | |||||||||
| Write-down of investment in Harbinger Capital Partners Special Situations Fund2 | 0.1 | 0.4 | — | — | 0.5 | |||||||||
| Stock compensation expense associated with the fair value remeasurement of awards granted at the time of the 2020 Special Dividend1 | 0.4 | 0.1 | (0.1) | — | 0.4 | |||||||||
| Transition service fees, net of corporate costs associated with the divested Personal Care Films business2 | (0.3) | (0.3) | 0.1 | 0.2 | (0.3) | |||||||||
| Vacation accrual policy change5 | — | — | — | (0.4) | (0.4) | |||||||||
| Total for Corporate | $ | 1.4 | $ | 2.1 | $ | 1.3 | $ | 2.7 | $ | 7.5 | ||||
| 1.Included in “Selling, general and administrative expenses” in the consolidated statements of income.2. Included in “Other income (expense), net” in the consolidated statements of income.3. Included in "Costs of goods sold" in the consolidated statements of income.4. For more information, see Note 9 to the consolidated financial statements in Item 15.5. For more information, see Note 6 to the consolidated financial statements in Item 15.6. Included in “Amortization of identifiable intangibles” in the consolidated statements of income. |
Interest Expense. Interest expense, which is net of amounts capitalized and included in property, plant and equipment ($0.1 million and $0.1 million capitalized in 2021 and 2020, respectively), was $3.4 million in 2021, compared to $2.6 million for 2020. Average debt outstanding and interest rates were as follows:
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| (In millions, except percentages) | 2021 | 2020 | ||||
|---|---|---|---|---|---|---|
| Floating-rate debt with interest charged on a rollover basis at one-month LIBOR plus a credit spread: | ||||||
| Average outstanding debt balance | $ | 128.8 | $ | 33.5 | ||
| Average interest rate | 1.8 | % | 2.3 | % |
Liquidity and Capital Resources
The Company continuously focuses on working capital management. Measures such as days sales outstanding (“DSO”), days inventory outstanding (“DIO”) and days payables outstanding (“DPO”) are used to evaluate changes in working capital. Changes in operating assets and liabilities from continuing operations from December 31, 2020 to December 31, 2021 are summarized below. Cash flows for discontinued operations have not been separately disclosed in the consolidated statements of cash flows.
•Accounts and other receivables increased $17.0 million or 19.7%.
◦Accounts and other receivables in Aluminum Extrusions increased by $17.1 million primarily due to an increase in average selling prices to cover significantly higher aluminum raw material costs and higher operating costs, partially offset by lower sales volume and improved collection efforts in 2021. DSO (computed using trailing 12 months net sales and a rolling 12-month average of accounts and other receivables balances) was approximately 47.6 days in 2021 and 47.5 days in 2020.
◦Accounts and other receivables in PE Films decreased by $0.6 million primarily due to lower volume and unfavorable mix associated with the previously disclosed customer product transitions in Surface Protection, partially offset by higher pricing associated with the pass-through of increased resin costs. DSO was approximately 28.5 days in 2021 and 30.2 days in 2020.
◦Accounts and other receivables in Flexible Packaging Films increased by $1.3 million primarily due to higher selling prices from the pass-through of higher resin costs and favorable product mix, partially offset by lower sales volume. DSO was approximately 40.0 days in 2021 and 41.0 days in 2020.
•Inventories increased $22.1 million or 33.3%.
◦Inventories in Aluminum Extrusions increased by $17.4 million primarily due to higher average aluminum prices and COVID-19-related operational and production inefficiencies. DIO (computed using trailing 12 months costs of goods sold calculated on a first in, first out basis and a rolling 12-month average of inventory balances calculated on the first-in, first-out basis) was approximately 41.4 days in 2021 and 39.3 days in 2020.
◦Inventories in PE Films decreased by $2.1 million primarily due to lower planned raw material levels as a result of lower sales volume in 2021 compared to 2020. DIO was approximately 62.8 days in 2021 and 59.2 days in 2020.
◦Inventories in Flexible Packaging Films increased by $6.8 million primarily related to higher average resin prices, higher finished good levels due to lower than anticipated sales demand and higher planned raw material levels due to resin supply issues. DIO was approximately 93.1 days in 2021 and 89.4 days in 2020.
•Net property, plant and equipment increased by $3.8 million (2.3%) primarily due to capital expenditures of $27.8 million, partially offset by depreciation expense of $22.1 million and a reduction from the effect of changes in foreign exchange rates of $0.8 million.
•Goodwill and identifiable intangible assets, net decreased by $1.8 million (2.0%) primarily due to amortization expense.
•Accounts payable increased by $34.1 million or 38.0%.
◦Accounts payable in Aluminum Extrusions increased by $23.7 million, primarily due to higher average aluminum prices and favorable payment terms with certain vendors. DPO (computed using trailing 12 months costs of goods sold calculated on a first in, first out basis and a rolling 12-month average of accounts payable balances) was approximately 60.1 days in 2021 and 53.1 days in 2020.
◦Accounts payable in PE Films increased by $4.4 million primarily due to higher resin costs related to raw material purchases in 2021. DPO was approximately 44.0 days in 2021 and 36.8 days in 2020.
◦Accounts payable in Flexible Packaging Films increased by $6.7 million, primarily due to higher resin costs related to raw material purchases in 2021 and favorable payment terms with certain vendors. DPO was approximately 68.2 days in 2021 and 61.7 days in 2020.
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Net cash provided by operating activities was $70.6 million in 2021 compared to $74.4 million in 2020. The decrease was primarily due to higher net working capital ($13.8 million), partially offset by lower pension and postretirement benefit plan contributions ($7.0 million) and lower operating lease payments ($1.1 million) in 2021 compared to 2020.
Net cash provided by investing activities was $24.5 million in 2021 compared to $32.9 million in 2020. The decrease was primarily due to higher capital expenditure spending of $4.0 million in 2021 and cash proceeds from the sale of Personal Care Films ($55.1 million) and Bright View Technologies ($1.1 million) in 2020, partially offset by cash proceeds received in 2021 in connection with the sale of the Company’s investment in kaléo ($47.1 million) and the sale of the Lake Zurich manufacturing facility assets ($4.7 million).
Net cash used in financing activities was $76.8 million in 2021 compared to $125.6 million in 2020. The decrease was primarily due to a special dividend of $200 million paid to shareholders in 2020, partially offset by higher net borrowings ($153.0 million) in 2020 under the Credit Agreement (as defined below).
The Company believes that existing borrowing availability, current cash balances and cash flow from operations will be sufficient to satisfy short term material cash requirements related to working capital, capital expenditure, debt repayments and dividend requirements for at least the next twelve months. In the longer term, liquidity will depend on many factors, including results of operations, the timing and extent of capital expenditures, changes in operating plans, or other events that would cause the Company to seek additional financing in future periods.
At December 31, 2021, Tredegar had cash and cash equivalents of $30.5 million, including funds held in locations outside the U.S. of $16.4 million.
Tredegar has a five-year secured revolving credit agreement (the “Credit Agreement”) providing for aggregate borrowings in an amount of $375 million, which matures in June 2024.
Net capitalization and indebtedness as defined under the Credit Agreement as of December 31, 2021 were as follows:
| Net Capitalization and Indebtedness as of December 31, 2021 | ||
|---|---|---|
| (In thousands) | ||
| Net capitalization: | ||
| Cash and cash equivalents | $ | 30,521 |
| Debt: | ||
| Credit Agreement | 73,000 | |
| Debt, net of cash and cash equivalents | 42,479 | |
| Shareholders’ equity | 184,722 | |
| Net capitalization | $ | 227,201 |
| Indebtedness as defined in Credit Agreement: | ||
| Total debt | $ | 73,000 |
| Indebtedness | $ | 73,000 |
The credit spread and commitment fees charged on the unused amount under the Credit Agreement at various indebtedness-to-Credit EBITDA levels are as follows:
| Pricing Under Credit Agreement (Basis Points) | ||||
|---|---|---|---|---|
| Indebtedness-to-Credit EBITDA Ratio | Credit Spread Over LIBOR | Commitment Fee | ||
| 3.5x but = 4.0x | 200.0 | 40 | ||
| 3.0x but = 3.5x | 187.5 | 35 | ||
| 2.0x but = 3.0x | 175.0 | 30 | ||
| 1.0x but = 2.0x | 162.5 | 25 | ||
| = 1.0x | 150.0 | 20 |
At December 31, 2021, the interest rate on debt under the Credit Agreement existing at that date was priced at one-month LIBOR plus the applicable credit spread of 150.0 basis points.
The most restrictive covenants in the Credit Agreement include:
•Maximum indebtedness-to-Credit EBITDA (“Leverage Ratio”) of 4.00x;
•Minimum Credit EBITDA-to-interest expense of 3.00x; and
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•Maximum aggregate distributions to shareholders over the remaining term of the Credit Agreement of $75 million; provided, that if the Leverage Ratio of equal to or greater than 3.00x, a limitation on such payments for the succeeding quarter at the greater of (i) $4.75 million and (ii) 50% of consolidated net income for the most recent fiscal quarter.
The Credit Agreement is secured by substantially all of the Company’s and its domestic subsidiaries’ assets, including equity in certain material first-tier foreign subsidiaries. At December 31, 2021, based upon the most restrictive covenant within the Credit Agreement, available credit under the Credit Agreement was approximately $287 million. Total debt outstanding was $73 million and $134 million as of December 31, 2021 and 2020, respectively.
The computations of Credit EBITDA, the leverage ratio and interest coverage ratio as defined in the Credit Agreement are presented below along with the related most restrictive covenants. Credit EBITDA as defined in the Credit Agreement is not intended to represent net income or cash flow from operations as defined by GAAP and should not be considered as either an alternative to net income or to cash flow.
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| Computations of Credit EBITDA, Leverage Ratio and Interest Coverage Ratio as Defined in the Credit Agreement Along with Related Most Restrictive Covenants | ||
|---|---|---|
| As of and for the Twelve Months Ended December 31, 2021 (In thousands) | ||
| Computations of Credit EBITDA as defined in Credit Agreement for the twelve months ended December 31, 2021 | ||
| Net income (loss) | $ | 57,826 |
| Plus: | ||
| After-tax losses related to discontinued operations | 111 | |
| Total income tax expense for continuing operations | 9,284 | |
| Interest expense | 3,386 | |
| Depreciation and amortization expense for continuing operations | 23,784 | |
| All non-cash losses and expenses, plus cash losses and expenses not to exceed $10,000, for continuing operations that are classified as unusual, extraordinary or which are related to plant shutdowns, asset impairments and/or restructurings (cash-related of $8,999) | 9,553 | |
| Charges related to stock option grants and awards accounted for under the fair value-based method | 2,495 | |
| Losses related to the application of the equity method of accounting | — | |
| Losses related to adjustments in the estimated fair value of assets accounted for under the fair value method of accounting | — | |
| Minus: | ||
| After-tax income related to discontinued operations | — | |
| Total income tax benefits for continuing operations | — | |
| Interest income | (73) | |
| All non-cash gains and income, plus cash gains and income in excess of $10,000, for continuing operations that are classified as unusual, extraordinary or which are related to plant shutdowns, asset impairments and/or restructurings | (3,859) | |
| Income related to changes in estimates for stock option grants and awards accounted for under the fair value-based method | — | |
| Income related to the application of the equity method of accounting | — | |
| Income related to adjustments in the estimated fair value of assets accounted for under the fair value method of accounting | (12,780) | |
| Plus cash dividends declared on investments in an amount not to exceed $10,000 for such period | 318 | |
| Plus or minus, as applicable, pro forma EBITDA adjustments associated with acquisitions and asset dispositions | — | |
| Plus or minus, as applicable, pro forma EBITDA adjustments to pension expense associated with the early payment of pension obligations | — | |
| Credit EBITDA as defined in Credit Agreement | $ | 90,045 |
| Computations of leverage and interest coverage ratios as defined in Credit Agreement at December 31, 2021: | ||
| Leverage ratio (indebtedness-to-Credit EBITDA) | 0.81x | |
| Interest coverage ratio (Credit EBITDA-to-interest expense) | 26.59x | |
| Most restrictive covenants as defined in Credit Agreement: | ||
| Available balance of maximum permitted aggregate amount of dividends that can be paid by Tredegar during the remaining term of the Credit Agreement ($75,000 minus $20,187 of dividends paid after December 1, 2020) | $ | 54,813 |
| Maximum leverage ratio permitted | 4.00x | |
| Minimum interest coverage ratio permitted | 3.00x |
Tredegar was in compliance with all of its debt covenants as of December 31, 2021. Noncompliance with any of the debt covenants may have a material adverse effect on its financial condition or liquidity, in the event such noncompliance cannot be cured or should the Company be unable to obtain a waiver from the lenders. Renegotiation of the covenant through an amendment to the Credit Agreement may effectively cure the noncompliance, but may have an effect on its financial condition or liquidity depending upon how the covenant is renegotiated.
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Material Cash Requirements for Known Contractual and Other Obligations
The Company’s material cash requirements from known contractual and other obligations as of December 31, 2021 were as follows:
Long-term debt and interest payments
As of December 31, 2021, the Company had outstanding debt of $73.0 million with contractual payments due in June 2024. Estimated future interest payments associated with outstanding debt total $3.2 million, with $1.3 million payable within the next 12 months.
Pension and other postretirement obligations
On February 10, 2022, Tredegar announced the initiation of a process to terminate and settle its frozen defined benefit pension plan, which could take up to 24 months to complete. In connection therewith, on February 9, 2022, the Company borrowed funds under its revolving credit agreement and contributed a $50 million Special Contribution to the pension plan to reduce its underfunding and as part of a program within the pension plan to hedge or fix the expected future contributions that will be needed by the Company through the settlement process. The Company estimates that, with the Special Contribution, there will be no required minimum contributions to the pension plan until final settlement. Tredegar has determined that it is not practicable to estimate additional cash requirements beyond 2022 as the ultimate settlement of the benefit obligation may differ from the projected benefit obligation of $314 million as of December 31, 2021.
In addition to providing pension benefits, the Company provides postretirement life insurance and health care benefits for certain groups of employees. As of December 31, 2021, the aggregate benefit obligation for the Company’s other post retirement plans was $7.4 million, of which the Company expects to pay $0.5 million in the next 12 months.
Capital expenditure commitments
See “Projected Capital Expenditures and Depreciation & Amortization” within “Operations Overview” above in this Item 7 for discussion of the Company’s planned investment in capital expenditures in 2022, a portion of which represents contractual commitments that existed as of December 31, 2021.
Operating Leases
The Company enters into various operating leases primarily for real estate, office equipment and vehicles. See Note 4 to the consolidated financial statements for additional information.
Uncertain Tax Positions
As of December 31, 2021, unrecognized tax benefits on uncertain tax positions were $0.6 million. Tax payments resulting from the successful challenge by the taxing authority on uncertain tax positions taken by Tredegar would possibly result in the payment of estimated interest and penalties of $0.1 million if tax payments were made as a result of a successful challenge by the taxing authority on uncertain tax positions. Due to uncertainties in the timing of potential tax audits, the timing of the resolution of these positions is uncertain. Therefore, the Company is unable to make a reasonably reliable estimate of the timing of payments beyond 12 months. See Note 12 to the Consolidated Financial Statements in Item 15 for additional information.
Off-Balance Sheet Arrangements
The Company has no material off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
From time to time, the Company enters into transactions with third parties in connection with the sale of assets or businesses in which it agrees to indemnify the buyers or third parties involved in the transaction, or the sellers or third parties involved in the transaction agree to indemnify Tredegar, for certain liabilities or risks related to the assets or business. Also, in the ordinary course of business, the Company may enter into agreements with third parties for the sale of goods or services that may contain indemnification provisions. In the event that an indemnification claim is asserted, liability for indemnification would be subject to an assessment of the underlying facts and circumstances under the terms of the applicable agreement. Further, any indemnification payments may be limited or barred by a monetary cap, a time limitation, or a deductible or basket. For these reasons, the Company is unable to estimate the maximum potential amount of the potential future liability under the indemnity provisions of these agreements. Tredegar does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and the amount is reasonably estimable. The Company discloses contingent liabilities if the probability of loss is reasonably possible and material.
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