TREDEGAR CORP
For the period ended Dec 31, 2024. Filed Mar 12, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 12, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Financial Statements
- NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations. Tredegar Corporation and subsidiaries (collectively “Tredegar,” “the Company,” “we,” “us” or “our”) is an industrial manufacturer with two primary businesses: custom aluminum extrusions for the North American building & construction, automotive and specialty end-use markets; and surface protection films for high-technology applications in the global electronics industry and polyethylene overwrap films used for bathroom tissue and paper towels. The Company’s business segments are Aluminum Extrusions (also referred to as Bonnell Aluminum) and PE Films. More information on the Company’s business segments is provided in Note 12.
On November 1, 2024, the Company completed the sale of its flexible packaging films business (also referred to as “Terphane”) headquartered in Brazil to Oben Group (“Oben”). Commencing in the fourth quarter of 2024, all historical results for Terphane have been presented as discontinued operations. For more information on this transaction, see Note 16.
Basis of Presentation and Principles of Consolidation. The consolidated financial statements include the accounts and operations of the Company and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation. Certain amounts for the prior years have been reclassified to conform to current year presentation.
Fiscal Year End. The Company operates on a calendar fiscal year except for the Aluminum Extrusions segment, which operates on a 52/53-week fiscal year basis. References to Aluminum Extrusions for 2024, 2023 and 2022 relate to the 52-week fiscal year ended December 29, 2024, 53-week fiscal year ended December 31, 2023 and 52-week fiscal year ended December 25, 2022, respectively. The Company does not believe the impact of reporting the results of this segment in this manner is material to the consolidated financial results. The Company may fund or receive cash from the Aluminum Extrusions segment based on Aluminum Extrusion’s cash flows from operations during the intervening period from Aluminum Extrusion’s fiscal year end to the Company’s calendar year end. As a result, the Company’s cash and cash equivalents declined by $3.6 million as of December 31, 2024 since the Company made payments to the Aluminum Extrusions segment to fund its working capital during the intervening period.
Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosure of contingent assets and liabilities (if any). On an ongoing basis, the Company evaluates its estimates, including those related to provisions for transaction and credit losses, income taxes, pension, and the valuation of goodwill and intangible assets, among others. Tredegar bases its estimates on historical experience and various other assumptions which the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.
Foreign Currency Translation. The financial statements of subsidiaries located outside the U.S., where the local currency is the functional currency, are translated into U.S. Dollars using exchange rates in effect at the period end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from the translation of these financial statements are reflected as a separate component of shareholders’ equity. There are no operating subsidiaries located outside the U.S. where the U.S. Dollar is the functional currency. Transaction and remeasurement gains or losses included in income were losses of $0.3 million, $0.2 million and $0.8 million in 2024, 2023 and 2022, respectively.
Cash, Cash Equivalents and Restricted cash. Cash, cash equivalents and restricted cash consist of cash on hand in excess of daily operating requirements and highly liquid investments with original maturities of three months or less. At December 31, 2024 and 2023, Tredegar had cash, cash equivalents and restricted cash of $7.1 million and $13.1 million, respectively, including funds held in locations outside the U.S. of $1.6 million and $0.8 million, respectively.
The Company’s policy permits investment of excess cash in marketable securities that have the highest credit ratings and maturities of less than one year. The primary objectives of the policy are safety of principal and liquidity.
The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the consolidated statements of cash flows:
| December 31, | December 31, | |
|---|---|---|
| (In thousands) | 2024 | 2023 |
| Cash and cash equivalents | $7,062 | $9,660 |
| Restricted cash | — | 3,391 |
| Total cash, cash equivalents and restricted cash | $7,062 | $13,051 |
Restricted cash as of December 31, 2023 consists of $3.4 million of receipts that have not yet been applied to the ABL Facility (defined below). See Note 7 for additional information.
Accounts and Other Receivables, net. Accounts receivables are stated at the amount invoiced to customers less allowances for doubtful accounts. Accounts receivables are non-interest bearing and arise from the sale of products to customers under typical industry trade terms. Notes receivables are immaterial. Past due amounts are determined based on established terms and charged-off when deemed uncollectible. The allowance for doubtful accounts is determined based on an assessment of probable losses taking into account past due amounts, customer credit profile, historical experience and current economic conditions. For receivables that do not have a specific allowance, the loss rate is computed by segment to apply to the remaining receivables balance, using each segment’s historic loss rate. Other receivables include value-added taxes related to certain foreign subsidiaries and other miscellaneous receivables due within one year. For certain customers, the Company has arrangements in place with financial institutions whereby certain customer receivables are sold to the financial institution at a discount and without recourse. Upon sale, the associated receivable is unrecognized, and the discount is recognized. For more information on accounts and other receivables, net, see Note 2.
Inventories. Inventories are stated at the lower of cost or market, with cost determined using the last in, first out (“LIFO”) method, the weighted average cost or the first in, first out (“FIFO”) method. Cost elements included in work-in-process and finished goods inventories are raw materials, direct labor and manufacturing overhead. Finished goods, work-in-process, raw materials and supplies, stores and other inventory are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have become obsolete.
Property, Plant and Equipment. Accounts include costs of assets constructed or purchased, related delivery and installation costs and interest incurred on significant capital projects during their construction periods. Expenditures for renewals and betterments also are capitalized, but expenditures for repairs and maintenance are expensed as incurred. The cost and accumulated depreciation applicable to assets retired or sold are removed from the respective accounts, and gains or losses thereon are included in income. Capital expenditures for property, plant and equipment include capitalized interest. Capitalized interest included in capital expenditures for property, plant and equipment was immaterial. Depreciation is computed primarily by the straight-line method based on the estimated useful lives of the assets that generally range from 5 to 40 years for buildings and land improvements and 2 to 20 years for machinery and equipment.
Goodwill and Identifiable Intangibles. The excess of the purchase price over the fair value of identifiable net assets of acquired companies is allocated to 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.
As of December 31, 2024, the Company’s remaining goodwill of $22.4 million was included in the Surface Protection reporting unit.
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 EV utilizing 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.
For more information on goodwill and identifiable intangibles, see Note 5.
Impairment of Long-Lived Assets. The Company reviews long-lived assets for possible impairment when events indicate that an impairment may exist. For assets that are held and used in operations, if events indicate that an asset may be impaired, the Company estimates the future unlevered pre-tax cash flows expected to result from the use of the asset and its eventual disposition. Assets are grouped for this purpose at the lowest level for which there are identifiable and independent cash flows. If the sum of these undiscounted pre-tax cash flows is less than the carrying amount of the asset group, an impairment loss is calculated. Measurement of the impairment loss is the amount by which the carrying amount exceeds the estimated fair value of the asset group. Assets that are held for sale are reported at the lower of their carrying amount or estimated fair value less cost to sell, with an impairment loss recognized for any write-down required.
In the fourth quarter of 2024, due to the same factors discussed above, the Aluminum Extrusions’ Clearfield reporting unit, which is also an asset group, required the Company to perform a recoverability test of its long-lived identifiable assets using the same projections used in the DCF Method by comparing the undiscounted future cash flows to the net carrying value of the asset group. As the undiscounted cash flows of the Clearfield asset group was greater than the carrying amount as of December 31, 2024, no long-lived impairment loss was recognized in 2024.
As of December 31, 2024, no other events were identified that indicated long-lived assets may be impaired.
In August 2023, the Company adopted a plan to close the PE Films technical center in Richmond, VA and reduce its efforts to develop and sell films supporting the semiconductor market. Research & development activities for PE Films are now being performed at the production facility in Pottsville, PA. PE Films continues to have new business opportunities primarily relating to surface protection films that protect components of flat panel and flexible displays. All activities ceased at the PE Films technical center in Richmond, VA as of the end of the first quarter of 2024. During 2023 the Company recognized a non-cash asset impairment of $3.5 million for Richmond Technical Center assets which went held for sale in the third quarter of 2023.
Pension Costs and Postretirement Benefit Costs Other than Pensions. Pension costs and postretirement benefit costs other than pensions have been accrued over the period employees provided service to Tredegar. Liabilities and expenses for pension plans and other postretirement benefits are determined using actuarial methodologies and incorporate significant assumptions, including the rate used to discount the future estimated liability, the long-term rate of return on plan assets, and several assumptions relating to the employee workforce. The Company recognizes the funded status of its pension and other postretirement plans in the accompanying consolidated balance sheets. Tredegar’s policy has been to fund its pension plans at amounts not less than the minimum requirements of the Employee Retirement Income Security Act (“ERISA”) of 1974 and to fund postretirement benefits other than pensions when claims are incurred.
In February 2022, Tredegar announced the initiation of a process to terminate and settle its frozen defined benefit pension plan through lump sum distributions and the purchase of annuity contracts. On November 3, 2023, the pension plan termination and settlement process for the Company was completed. For more information, see Note 8.
Revenue Recognition. The Company’s revenue is primarily generated from the sale of finished products to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at the point in time when control of the product is transferred to customers, along with the title, risk of loss and rewards of ownership. Depending on the arrangement with the customer, these criteria are met either at the time the product is shipped or when the product is made available or delivered to the destination specified in the agreement with the customer.
Sales revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for that finished product. The Company offers various discounts, rebates and allowances to customers, (collectively, “allowances”), all of which are considered when determining the transaction price. Certain allowances are fixed and determinable at the time of sale and are recorded at the time of sale as a reduction to revenues. Other allowances can vary depending on future outcomes such as sales returns and customer sales volume, thus representing variable consideration.
Amounts billed to customers related to freight are classified as sales revenue and the cost of freight is classified as a separate line in the accompanying consolidated statements of income. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction between Tredegar and its customers (such as value-added taxes) are accounted for on a net basis and therefore excluded from revenues. See Note 12 for disaggregation of revenue by segment and type.
Revenue expected to be recognized in any future period related to remaining performance obligations, excluding (i) revenue pertaining to contracts that have an original expected duration of one year or less, (ii) contracts where revenue is recognized as invoiced and (iii) variable consideration related to unsatisfied performance obligations, is not expected to materially impact the Company’s financial results.
Research and Development (“R&D”) Costs. R&D costs are expensed as incurred and include primarily salaries, wages, employee benefits, equipment depreciation, facility costs and the cost of materials consumed relating to R&D efforts. R&D costs include a reasonable allocation of indirect costs.
Leases. At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. The Company has elected to not record short-term leases with an original lease term of one year or less in the consolidated balance sheet. To the extent such leases contain renewal options that the Company intends to exercise, the related Right-of-Use (“ROU”) asset and lease liability are included in the consolidated balance sheet. Some of the Company’s lease arrangements contain lease components (e.g., minimum rent payments) and non-lease components (e.g., maintenance, labor charges, etc.). The Company generally accounts for the lease and non-lease components as a single lease component.
Certain of the Company’s lease agreements include rental payments that are adjusted periodically for an index or rate. The leases are initially measured using the projected payments adjusted for the index or rate in effect at the commencement date. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Operating leases are included in “Right-of-use lease assets”, “Lease liabilities - short-term” and “Lease liabilities - long-term” on the consolidated balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates, adjusted for term and geographic location using country-based swap rates. As a result of the Company’s review of new and existing lease contracts, there were no instances where the Company could readily determine a rate implicit in the lease.
Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Depending upon the specific use of the ROU asset, lease expense is included in the “Cost of goods sold”, “Freight”, “Selling, general and administrative”, and “Research and development” line items on the consolidated statements of income. Lease income is not material to the results of operations for the years ended December 31, 2024, 2023 and 2022, respectively. Additional disclosure regarding Tredegar’s leases is included in Note 4.
Income Taxes. Income taxes are recognized during the period in which transactions enter into the determination of income for financial reporting purposes, with deferred income taxes being provided at enacted statutory tax rates on the differences between the financial reporting and tax bases of assets and liabilities (see Note 11). Tredegar’s policy is to accrue U.S. federal income taxes to the extent required under GAAP on unremitted earnings of all foreign subsidiaries where required. However, Tredegar only records U.S. federal income taxes on unremitted earnings of its foreign subsidiaries where Tredegar cannot take steps to eliminate any potential tax on future distributions from its foreign subsidiaries.
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. The benefit of an uncertain tax position is included in the accompanying financial statements when the Company determines that it is more likely than not that the position will be sustained, based on the technical merits of the position, if the taxing authority examines the position and the dispute is litigated. This determination is made on the basis of all the facts, circumstances and information available as of the reporting date.
Earnings Per Share. Basic earnings per share is computed using the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed using the weighted average common and potentially dilutive common equivalent shares outstanding, determined as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Weighted average shares outstanding used to compute basic earnings per share | 34,346,242 | 34,133,078 | 33,805,530 |
| Incremental shares attributable to stock options and restricted stock | — | — | 20,900 |
| Shares used to compute diluted earnings per share | 34,346,242 | 34,133,078 | 33,826,430 |
Incremental shares attributable to stock options and restricted stock are computed under the treasury stock method using the average market price during the related period. The average out-of-the-money options to purchase shares that were excluded from the calculation of incremental shares attributable to stock options and restricted stock were 2,497,008 for the years ended December 31, 2024. The Company had a net loss from continuing operations for the year ended December 31, 2023, so there is no dilutive impact for such shares. If the Company had reported net income from continuing operations for the year ended December 31, 2023, average out-of-the-money options to purchase shares that were excluded from the calculation of incremental shares attributable to stock options and restricted stock would have been 2,925,091. The average out-of-the-money options to purchase shares that were excluded from the calculation of incremental shares attributable to stock options and restricted stock were 2,760,983 for the years ended December 31, 2022.
Stock-Based Employee Compensation Plans. The cost of all share-based payments is recognized using the calculated fair value at the grant date, or the date of any later modification, over the requisite service period under the graded-vesting method. See Note 10 for additional information.
Financial Instruments. Tredegar uses derivative financial instruments for the purpose of hedging aluminum price volatility. The Company’s derivative financial instruments are designated as and qualify as cash flow hedges and are recognized in the accompanying balance sheet at fair value. A change in the fair value of the derivative that is highly effective and that is designated and qualifies as a cash flow hedge is recorded in other comprehensive income. Gains and losses reported in other comprehensive income (loss) are reclassified to earnings in the periods in which earnings are affected by the variability of cash flows of the hedged transaction. Such gains and losses are reported in the same line as the underlying hedged item, and the cash flows related to financial instruments are classified in the consolidated statements of cash flows in a manner consistent with those of the transactions being hedged.
The Company’s policy requires that it formally document all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Company also uses regression analysis, unless the hedge qualifies for other methods of assessing effectiveness, to formally assess (both at the hedge’s inception and on an ongoing basis) whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the fair value or cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that a derivative is not (or has ceased to be) highly effective as a hedge, the Company discontinues hedge accounting prospectively.
As a policy, Tredegar does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes. Additional disclosure of the utilization of derivative hedging instruments is included in Note 9.
Comprehensive Income (Loss). Comprehensive income (loss) is defined as net income or loss as adjusted by other comprehensive income or loss items. Other comprehensive income (loss) includes changes in foreign currency translation adjustments; realized and unrealized gains and losses on derivative financial instruments; prior service costs and net gains or losses from pension and other postretirement benefit plans arising during the period; and amortization of these prior service costs and net gain or loss adjustments; and during the period, realized net actuarial loss for pension settlement all recorded net of deferred income taxes.
The changes in accumulated other comprehensive income (loss) by component are summarized as follows:
| (In thousands) | Foreign Currency Translation | Gain (Loss) on Derivative Financial Instruments | Pension & Other Postretirement Benefit Adjust | Total Accumulated Other Comprehensive Income (Loss) |
|---|---|---|---|---|
| Balance at January 1, 2022 | $(85,792) | $901 | $(64,613) | $(149,504) |
| Other comprehensive income (loss) | 3 | (1,256) | (6,464) | (7,717) |
| Income tax (expense) benefit | (290) | (374) | 1,400 | 736 |
| Other comprehensive income (loss), net of tax | (287) | (1,630) | (5,064) | (6,981) |
| Reclassification adjustment to net income (loss) | — | (2,461) | 13,606 | 11,145 |
| Income tax (expense) benefit | — | 710 | (2,965) | (2,255) |
| Reclassification adjustment to net income (loss), net of tax | — | (1,751) | 10,641 | 8,890 |
| Other comprehensive income (loss), net of tax | (287) | (3,381) | 5,577 | 1,909 |
| Balance at December 31, 2022 | (86,079) | (2,480) | (59,036) | (147,595) |
| Other comprehensive income (loss) | 3,511 | 11,794 | 1,935 | 17,240 |
| Income tax (expense) benefit | (469) | (2,977) | (422) | (3,868) |
| Other comprehensive income (loss), net of tax | 3,042 | 8,817 | 1,513 | 13,372 |
| Reclassification adjustment to net income (loss) | — | (7,580) | 101,323 | 93,743 |
| Income tax (expense) benefit | — | 2,044 | (43,261) | (41,217) |
| Reclassification adjustment to net income (loss), net of tax | — | (5,536) | 58,062 | 52,526 |
| Other comprehensive income (loss), net of tax | 3,042 | 3,281 | 59,575 | 65,898 |
| Balance at December 31, 2023 | (83,037) | 801 | 539 | (81,697) |
| Other comprehensive income (loss) | (295) | 240 | 506 | 451 |
| Income tax (expense) benefit | — | (72) | (109) | (181) |
| Other comprehensive income (loss), net of tax | (295) | 168 | 397 | 270 |
| Reclassification adjustment to net income (loss) | 89,038 | (1,881) | (141) | 87,016 |
| Income tax (expense) benefit | (601) | 1,180 | 31 | 610 |
| Reclassification adjustment to net income (loss), net of tax | 88,437 | (701) | (110) | 87,626 |
| Other comprehensive income (loss), net of tax | 88,142 | (533) | 287 | 87,896 |
| Balance at December 31, 2024 | $5,105 | $268 | $826 | $6,199 |
The amounts reclassified out of accumulated other comprehensive income (loss) related to pension and other postretirement benefits are included in the computation of net periodic pension costs, see Note 8 for additional details. The amounts reclassified out of accumulated other comprehensive income (loss) related to foreign currency translation and derivative financial instruments are included in discontinued operations, see Note 16 for additional details.
Recently Issued Accounting Standards.
New accounting pronouncements adopted in 2024:
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 to improve reportable segment disclosure and requirements, primarily through the enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. This ASU is effective for fiscal years beginning after December 15, 2023 and interim period beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU are to be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU in fourth quarter of 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.
Accounting standards not yet adopted:
In October 2023, the FASB issued ASU 2023-06 to amend various paragraphs in the Accounting Standards Codification (“ASC”) to primarily reflect the issuance of Securities and Exchange Commission (“SEC”) Staff Bulletin No. 33-10532. ASU 2023-06 will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives, and transfers of financial assets. The amendments in this ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is not permitted. The Company does not expect a material impact from the adoption of this standard on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09 to improve the income tax disclosures related to the rate reconciliation and income taxes paid information and to improve the effectiveness of income tax disclosures. The amendments in this ASU will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03 to improve the disclosures about public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU will require the Company to disclose specified information about certain costs and expenses in the notes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
- ACCOUNTS AND OTHER RECEIVABLES
As of December 31, 2024 and 2023, accounts receivable and other receivables, net, include the following:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Customer receivables | $64,094 | $55,576 |
| Other receivables | 952 | 1,201 |
| Total accounts and other receivables | 65,046 | 56,777 |
| Less: Allowance for bad debts | (229) | (1,162) |
| Total accounts and other receivables, net | $64,817 | $55,615 |
A reconciliation of the beginning and ending balances of the allowance for doubtful accounts for the three years ended December 31, 2024 is as follows:
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Balance, beginning of year | $1,162 | $2,068 | $1,142 |
| Charges to expense | 145 | 407 | 1,032 |
| Recoveries | — | — | 12 |
| Write-offs and settlements | (1,078) | (1,313) | (118) |
| Balance, end of year | $229 | $1,162 | $2,068 |
- INVENTORIES
Inventories consist of the following:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Finished goods | $15,051 | $15,770 |
| Work-in-process | 2,986 | 2,082 |
| Raw materials | 12,158 | 13,457 |
| Stores, supplies and other | 21,186 | 18,345 |
| Total | $51,381 | $49,654 |
Inventories stated on the LIFO basis amounted to $6.7 million at December 31, 2024 and $7.2 million at December 31, 2023, which were below replacement costs by $13.8 million at December 31, 2024 and $13.2 million at December 31, 2023. Inventories stated on the weighted average cost basis were $14.3 million and $12.9 million at December 31, 2024 and 2023, respectively, while inventories stated on the FIFO method amounted to $30.4 million and $29.6 million at December 31, 2024 and 2023, respectively.
- LEASES
Tredegar has various operating lease agreements with remaining terms up to 19 years, including leases of real estate, office equipment and vehicles. As of December 31, 2024 and 2023, the Company had no finance lease agreements. Some leases include options to purchase the leased asset, terminate the agreement or extend the term of the agreement for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised.
The following table presents a maturity analysis of the Company’s operating leases as of December 31, 2024:
| (In thousands) | |
|---|---|
| Future Lease Payments | |
| 2025 | $3,121 |
| 2026 | 2,717 |
| 2027 | 2,316 |
| 2028 | 2,182 |
| 2029 | 2,205 |
| Thereafter | 5,704 |
| Total undiscounted operating lease payments | 18,245 |
| Less: Imputed interest | 2,799 |
| Present value of operating lease liabilities | $15,446 |
The following table summarizes lease costs, related cash flow and other information for the years ended December 31, 2024 and 2023. These costs are primarily related to long-term operating leases but also include amounts for variable leases and short-term leases.
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Operating lease expense | $4,350 | $2,780 |
| Other Information: | ||
| Weighted-average remaining lease term for operating leases | 10 years | 7 years |
| Weighted-average discount rate for operating leases | 4.77% | 4.28% |
- GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS
A reconciliation of goodwill at December 31, 2024 and 2023 is as follows:
| (In thousands) | Aluminum Extrusions(a) | PE Films(a) | Total |
|---|---|---|---|
| Net carrying value of goodwill at December 31, 2022 | $13,271 | $57,337 | $70,608 |
| Goodwill impairment | — | (34,891) | (34,891) |
| Net carrying value of goodwill at December 31, 2023 | 13,271 | 22,446 | 35,717 |
| Goodwill impairment | (13,271) | — | (13,271) |
| Net carrying value of goodwill at December 31, 2024 | $— | $22,446 | $22,446 |
| (a) The goodwill of Aluminum Extrusions and PE Films is carried by the Clearfield and Surface Protection reporting units, respectively. | |||
A reconciliation of identifiable intangibles at December 31, 2024 and 2023 is as follows:
| (In thousands) | Customer Relationships | Proprietary Technology | Trade Names | Total |
|---|---|---|---|---|
| Gross carrying value at December 31, 2023 | $25,900 | $3,400 | $11,500 | $40,800 |
| Accumulated amortization | (16,795) | (3,400) | (11,500) | (31,695) |
| Net carrying value at December 31, 2023 | $9,105 | $— | $— | $9,105 |
| Gross carrying value at December 31, 2024 | $25,900 | $— | $6,700 | $32,600 |
| Accumulated amortization | (18,574) | — | (6,700) | (25,274) |
| Net carrying value at December 31, 2024 | $7,326 | $— | $— | $7,326 |
Amortization expense over the next four years is expected to be $1.8 million per year and is expected to end in early 2029.
- ACCRUED EXPENSES
Accrued expenses consist of the following:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Payrolls, related taxes and medical and other benefits | $6,812 | $5,688 |
| Incentive compensation | 6,434 | 417 |
| Workers’ compensation and disabilities | 2,005 | 2,178 |
| Vacation | 1,668 | 1,370 |
| Environmental liabilities | 1,259 | 1,560 |
| Accrued utilities | 1,164 | 876 |
| Customer rebates | 540 | 565 |
| Accrued interest | 231 | 840 |
| Accrued freight | 213 | 189 |
| Derivative contract liability | 80 | 483 |
| Group annuity contract premium liability | — | 2,000 |
| Other | 1,762 | 2,440 |
| Total | $22,168 | $18,606 |
- 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. 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.
Outstanding borrowings accrue interest at the rates elected by the Company depending on the type of loan and denomination of such borrowing. For the ABL Facility, the Company may elect interest rates at:
Alternate Base Rate (“ABR”) Spread (as defined in the ABL Facility) is determined in accordance with an excess availability-based pricing grid. ABR is defined, in part, as the greater of (a) the Prime Rate in effect on such day, (b) the Federal Reserve Bank of New York Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate (defined below) for a one-month period plus 1%; or
The Term Benchmark Spread (as defined in the ABL Facility) is determined in accordance with an excess availability-based pricing grid. Adjusted Term SOFR Rate is defined as the Term SOFR Rate plus 0.10%, subject to an initial Floor (as defined in the ABL Facility) of 0%.
Based upon the quarterly average of daily availability under the ABL Facility, the interest rate pricing grid is as follows:
| Pricing under the ABL Facility (Basis Points) | |||
|---|---|---|---|
| Quarter Average of Daily Availability | Term BenchmarkSpread | ABRSpread | CommitmentFee |
| > 66% of $125 million aggregate commitment | 225.0 | 125.0 | 40.0 |
| ≤ 66% but > 33% of $125 million aggregate commitment | 250.0 | 150.0 | 40.0 |
| ≤ 33% of $125 million aggregate commitment | 275.0 | 175.0 | 40.0 |
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.
If at any time the availability under the ABL facility is less than 20% of the maximum aggregate principal amount in effect at such time or an Event of Default occurs, the Company’s current monthly reporting requirements to lenders changes to a weekly cadence until the Event of Default is waived, cured or the availability under the ABL facility is above 20% of the maximum aggregate principal amount for 30 consecutive days.
A Cash Dominion Period goes into effect if availability under the ABL Facility falls below 12.5% of the aggregate commitment 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. During a Cash Dominion Period, receipts that have not yet been applied to the ABL Facility are classified as restricted cash in the Company’s consolidated balance sheets.
The ABL Facility has customary representations and warranties including, as a condition to each borrowing, that all such representations and warranties are true and correct in all material respects (including a representation that no Material
Adverse Effect (as defined in the ABL Facility) has occurred since December 31, 2022). In the event that the Company cannot certify that all conditions to the borrowing have been met, the lenders can restrict the Company’s future borrowings under the ABL Facility.
As of November 1, 2024, the Company is no longer in a Cash Dominion Period. Because a Cash Dominion Period was in effect as of December 31, 2023 and the Company is required to represent that no Material Adverse Effect has occurred as a condition to borrowing, the outstanding debt under the ABL Facility (all contractual payments due on June 30, 2026) was classified as a current liability in the consolidated balance sheets as of December 31, 2023.
In accordance with the ABL Facility, the lenders have been provided with the Company’s financial statements, covenant compliance certificates and projections to facilitate their ongoing assessment of the Company. Accordingly, the Company believes the likelihood that lenders would exercise the subjective acceleration clause whereby prohibiting future borrowings is remote. 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 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.
- RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS
Tredegar sponsored a noncontributory defined benefit (pension) plan covering certain current and former U.S. employees. The plan for salaried and hourly employees was based on a formula using the participant’s years of service and compensation or using the participant’s years of service and a dollar amount. 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 through lump sum distributions and the purchase of annuity contracts. In connection therewith, on February 9, 2022, the Company contributed $50 million to the pension plan.
During the third quarter of 2023, the Company remeasured the pension plan, which resulted in a pre-tax pension settlement loss in the consolidated results of operation of $25.6 million. The remeasurement of the pension benefit obligation and plan assets was triggered by $64.5 million of lump sum distributions from the pension plan assets which exceeded the pension plan's service and interest cost.
In September 2023, the Company borrowed $30 million under its prior credit agreement in anticipation of the final funding expected for terminating its defined benefit pension plan obligation. In October 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. In November 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. As a result of the routine administrative process to transition the pension plan, the Company recognized a $2.0 million charge to adjust the initial purchase price of the nonparticipating single premium group annuity contract reported as part of Other income (expense), net on the Consolidated Statement of Income (Loss). During the fourth quarter of 2023, the Company recognized a pre-tax pension settlement loss of $66.7 million.
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 $1.5 million and $1.6 million at December 31, 2024 and December 31, 2023, respectively. Pension expense recognized for this plan was $0.1 million in 2024, 2023 and 2022. This information has been included in the pension benefit tables below.
In addition to providing pension benefits, the Company provides postretirement life insurance and health care benefits for certain groups of employees. Tredegar and retirees share in the cost of postretirement health care benefits, with employees hired on or before January 1, 1993, receiving a fixed subsidy to cover a portion of their health care premiums. The Company eliminated prescription drug coverage for Medicare-eligible retirees as of January 1, 2006. Consequently, Tredegar is not eligible for any federal subsidies.
The following tables reconcile the changes in benefit obligations and plan assets in 2024 and 2023, and reconcile the funded status to prepaid or accrued cost at December 31, 2024 and 2023:
| Pension Benefits | Other Post-Retirement Benefits | |||
|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2024 | 2023 |
| Change in benefit obligation: | ||||
| Benefit obligation, beginning of year | $1,600 | $248,114 | $5,712 | $5,726 |
| Service cost | — | — | 9 | 10 |
| Interest cost | 75 | 9,623 | 274 | 288 |
| Effect of actuarial (gains) losses related to the following: | ||||
| Discount rate change | (60) | (10,751) | (305) | 99 |
| Other | 47 | (6,459) | (193) | 12 |
| Plan participant contributions | — | — | 456 | 490 |
| Benefits paid | (184) | (16,957) | (875) | (913) |
| Settlement payments and annuity purchase | — | (221,970) | — | — |
| Benefit obligation, end of year | $1,478 | $1,600 | $5,078 | $5,712 |
| Change in plan assets: | ||||
| Plan assets at fair value, beginning of year | $— | $218,119 | $— | $— |
| Actual return on plan assets | — | (7,053) | — | — |
| Employer contributions | 184 | 27,861 | 419 | 423 |
| Plan participant contributions | — | — | 456 | 490 |
| Benefits paid | (184) | (16,957) | (875) | (913) |
| Settlement payments and annuity purchase | — | (221,970) | — | — |
| Plan assets at fair value, end of year | $— | $— | $— | $— |
| Funded status of the plans | $(1,478) | $(1,600) | $(5,078) | $(5,712) |
| Amounts recognized in the consolidated balance sheets: | ||||
| Accrued expenses (current) | $161 | $180 | $481 | $489 |
| Pension and other postretirement benefit obligations, net | 1,317 | 1,420 | 4,597 | 5,223 |
| Net amount recognized | $1,478 | $1,600 | $5,078 | $5,712 |
The following table sets forth the assumptions used in accounting for the pension and other post-retirement benefits, and the components of net periodic benefit cost:
| Pension Benefits | Other Post-Retirement Benefits | |||||
|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 |
| Weighted-average assumptions used to determine benefit obligations: | ||||||
| Discount rate | 5.49% | 4.89% | 5.07% | 5.63% | 4.98% | 5.17% |
| Expected long-term return on plan assets | n/a | n/a | 4.99% | n/a | n/a | n/a |
| Weighted-average assumptions used to determine net periodic benefit cost: | ||||||
| Discount rate(a) | 4.89% | 5.07%/5.37% | 2.90% | 4.98% | 5.17% | 2.86% |
| Expected long-term return on plan assets | n/a | n/a | 3.05% | n/a | n/a | n/a |
| Components of net periodic benefit cost: | ||||||
| Service cost | $— | $— | $— | $9 | $10 | $18 |
| Interest cost | 75 | 9,623 | 8,945 | 274 | 288 | 207 |
| Expected return on plan assets | — | (8,109) | (8,174) | — | — | — |
| Amortization of prior service costs and gains or losses | 21 | 9,245 | 13,746 | (162) | (213) | (140) |
| Net periodic benefit cost | $96 | $10,759 | $14,517 | $121 | $85 | $85 |
| Pension settlement loss | — | 92,291 | — | — | — | — |
| Total benefit cost | $96 | $103,050 | $14,517 | $121 | $85 | $85 |
| (a) Prior to the pension lump sum distributions in August 2023, a discount rate of 5.07% was used to determine the net periodic benefit cost. Subsequent to August 2023, a discount rate of 5.37% was used to determine the net periodic benefit cost until the Company purchased a nonparticipating single premium group annuity contract in October 2023. | ||||||
Net periodic benefit cost is determined using assumptions at the beginning of each year. Funded status is determined using assumptions at the end of each year. The amount of the accumulated benefit obligation is the same as the projected benefit obligation. At December 31, 2024, the effect of a 1% change in the health care cost trend rate assumptions would not impact the post-retirement obligation.
Expected benefit payments over the next five years and in the aggregate for 2030—2034 are as follows:
| (In thousands) | Pension Benefits | Other Post-RetirementBenefits |
|---|---|---|
| 2025 | $180 | $463 |
| 2026 | 171 | 449 |
| 2027 | 163 | 436 |
| 2028 | 154 | 423 |
| 2029 | 145 | 410 |
| 2030—2034 | 598 | 1,890 |
The pre-tax amounts recorded in 2024, 2023 and 2022 in accumulated other comprehensive income (loss) consist of:
| Pension Benefits | Other Post-Retirement Benefits | |||||
|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 |
| Net actuarial (gain) loss | $384 | $415 | $103,998 | $(1,534) | $(1,250) | $(1,574) |
The amounts in accumulated other comprehensive income, before related deferred income taxes, which are expected to be recognized as components of net periodic cost during 2025 are approximately $0.3 million of benefit for other post-retirement plans.
- DERIVATIVES
Tredegar uses derivative financial instruments for the purpose of hedging margin exposure from fixed-price forward sales contracts in Aluminum Extrusions. These derivative financial instruments are designated as and qualify as cash flow hedges and are recognized in the consolidated balance sheet at fair value. The fair value of derivative instruments recorded on the consolidated balance sheets is based upon Level 2 inputs. If individual derivative instruments with the same counterparty can be settled on a net basis, the Company records the corresponding derivative fair values as a net asset or net liability.
In the normal course of business, Aluminum Extrusions enters into fixed-price forward sales contracts with certain customers for the future sale of fixed quantities of aluminum extrusions at scheduled intervals. In order to hedge margin exposure created from the fixing of future sales prices relative to volatile raw material (aluminum) costs, Aluminum Extrusions enters into a combination of forward purchase commitments and futures contracts to acquire or hedge aluminum, based on the scheduled purchases for the firm sales commitments. The fixed-price firm sales commitments and related hedging instruments generally have durations of not more than 12 months, and the notional amount of aluminum futures contracts that hedged future purchases of aluminum to meet fixed-price forward sales contract obligations was $4.3 million (3.1 million pounds of aluminum) at December 31, 2024 and $7.7 million (5.6 million pounds of aluminum) at December 31, 2023.
The table below summarizes the location and gross amounts of aluminum derivative contract fair values (Level 2) in the consolidated balance sheets as of December 31, 2024 and 2023:
| December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| (In thousands) | Balance SheetAccount | FairValue | Balance SheetAccount | FairValue |
| Derivatives Designated as Hedging Instruments | ||||
| Asset derivatives:Aluminum futures contracts | Prepaid expenses & other | $172 | Prepaid expenses & other | $— |
| Liability derivatives:Aluminum futures contracts | Accrued expenses | (57) | Accrued expenses | (483) |
| Aluminum futures contracts | Other non-current liabilities | — | Other non-current liabilities | (9) |
| Net asset (liability) | $115 | $(492) | ||
In the event that a counterparty to an aluminum fixed-price forward sales contract chooses not to take delivery of its aluminum extrusions, the customer is contractually obligated to compensate Aluminum Extrusions for any losses on the related aluminum futures and/or forward contracts through the date of cancellation.
These derivative contracts involve elements of market risk that are not reflected on the consolidated balance sheet, including the risk of dealing with counterparties and their ability to meet the terms of the contracts. The counterparties to any forward purchase commitments are major aluminum brokers and suppliers, and the counterparties to any aluminum futures contracts are major financial institutions. Fixed-price forward sales contracts are only made available to the best and most creditworthy customers.
The pre-tax effect on net income (loss) and other comprehensive income (loss) of derivative instruments classified as cash flow hedges and described in the previous paragraphs for years ended December 31, 2024, 2023, and 2022 is summarized in the table below:
| (In thousands) | Cash Flow Derivative Hedges | ||
|---|---|---|---|
| Aluminum Futures Contracts | |||
| Years Ended December 31, | 2024 | 2023 | 2022 |
| Amount of pre-tax gain (loss) recognized in other comprehensive income | $43 | $7,598 | $(4,525) |
| Location of gain (loss) reclassified from accumulated other comprehensive income into net income (effective portion) | Cost ofgoods sold | Cost ofgoods sold | Cost ofgoods sold |
| Amount of pre-tax gain (loss) reclassified from accumulated other comprehensive income to net income (effective portion) | $(612) | $4,508 | $1,022 |
As of December 31, 2024, the Company expects $0.1 million of unrealized after-tax net gains on aluminum derivative contracts reported in accumulated other comprehensive income (loss) to be reclassified to earnings within the next 12 months. For the years ended December 31, 2024, 2023 and 2022, net gains or losses realized, from previously unrealized net gains or losses on hedges that had been discontinued, were not material.
- STOCK OPTION AND STOCK AWARD PLANS
As of December 31, 2024, the Company had one stock-based compensation plan that permits the grants of stock options, stock appreciation rights (“SARs”), stock, restricted stock, and stock unit awards. Awards available for grant totaled 725,154 shares at December 31, 2024. Stock options may be granted to purchase a specified number of shares of common stock at a price no lower than the fair market value on the date of grant and for a term not to exceed 10 years. Stock options exercisable totaled 2,327,655 and 3,019,333 shares at December 31, 2024 and 2023, respectively.
Asummary of stock options outstanding at December 31, 2024, 2023 and 2022, and changes during those years, is presented below:
| Option Exercise Price/Share | |||||
|---|---|---|---|---|---|
| Number ofOptions · Range · WeightedAverage | |||||
| Outstanding at January 1, 2022 | 3,125,944 | $10.75 | to | $22.49 | $13.82 |
| Forfeited and expired | (17,203) | 14.47 | to | 19.64 | 15.33 |
| Outstanding at December 31, 2022 | 3,108,741 | 10.75 | to | 22.49 | 13.81 |
| Forfeited and expired | (89,408) | 13.78 | to | 19.64 | 19.60 |
| Outstanding at December 31, 2023 | 3,019,333 | 10.75 | to | 22.49 | 13.64 |
| Forfeited and expired | (691,678) | 10.75 | to | 22.49 | 14.15 |
| Outstanding at December 31, 2024 | 2,327,655 | $10.75 | to | $16.37 | $13.49 |
No options were granted in 2024, 2023 or 2022.
The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2024:
| Options Outstanding at December 31, 2024 · Options Exercisable at December 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Weighted Average · Aggregate Intrinsic Value · Aggregate Intrinsic Value | |||||||||
| Range ofExercise Prices · Shares · Remaining Contractual Life · ExercisePrice · Shares · Weighted Average Exercise Price | |||||||||
| $10.75 | to | $16.37 | 2,327,655 | 1.3 years | $13.49 | $— | 2,327,655 | $13.49 | $— |
There were no stock options exercised in 2024, 2023 or 2022. The grant-date fair value of stock option-based awards vested in 2023 and 2022 was $2.2 million and $5.4 million, respectively. As of December 31, 2024, there was no unrecognized compensation cost related to stock option-based awards.
Restricted stock grants ordinarily vest three years from the date of grant based upon continued employment. The fair value of restricted stock awards is estimated as of the grant date using the closing stock price on that date.
Stock unit awards vest upon the achievement of certain performance targets.
The following table summarizes additional information about unvested restricted stock awards and performance stock units awards outstanding at December 31, 2024, 2023 and 2022:
| Unvested Restricted Stock Awards | Maximum Unvested Restricted Stock Units Issuable Upon Satisfaction of Certain Performance Criteria | |||||
|---|---|---|---|---|---|---|
| Numberof Shares | Weighted Avg. Grant Date Fair Value/Share | Grant DateFair Value(In thousands) | Numberof Shares | Weighted Avg. Grant Date Fair Value/Share | Grant DateFair Value(In thousands) | |
| Outstanding at January 1, 2022 | 335,800 | $16.30 | $5,473 | 50,718 | $17.63 | $1,366 |
| Granted | 301,969 | 11.88 | 3,587 | — | — | — |
| Vested | (144,317) | 15.10 | (2,179) | — | — | — |
| Forfeited | (18,474) | 14.94 | (276) | (50,718) | 17.63 | (1,366) |
| Outstanding at December 31, 2022 | 474,978 | 13.82 | 6,564 | — | — | — |
| Granted | 454,623 | 7.67 | 3,487 | — | — | — |
| Vested | (167,077) | 11.29 | (1,886) | — | — | — |
| Forfeited | (26,445) | 11.60 | (307) | — | — | — |
| Outstanding at December 31, 2023 | 736,079 | 10.68 | 7,861 | — | — | — |
| Granted | 385,159 | 7.25 | 2,792 | — | — | — |
| Vested | (261,941) | 11.94 | (3,128) | — | — | — |
| Forfeited | (87,181) | 8.51 | (742) | — | — | — |
| Outstanding at December 31, 2024 | 772,116 | $8.79 | $6,787 | — | $— | $— |
As of December 31, 2024, the unrecognized compensation cost related to non-vested restricted stock awards was $3.4 million. This cost is expected to be recognized over the remaining weighted average period of 1.8 years.
There were no SARs granted in 2024, 2023 or 2022. SARs may be settled in cash upon exercise and therefore are classified as liabilities and included in accrued expenses in the consolidated balance sheet. The fair value of these liability awards is remeasured at each reporting period until the date of settlement. Increases and decreases in stock-based compensation expense are recognized over the vesting period, or immediately, for vested awards.
A summary of SARs outstanding at December 31, 2024, 2023 and 2022, and changes during those years, is presented below:
| Exercise Price/Share | |||||
|---|---|---|---|---|---|
| Number ofSARs · Range · WeightedAverage | |||||
| Outstanding at January 1, 2022 | 521,601 | $10.75 | to | $16.37 | $13.55 |
| Forfeited and expired | (22,914) | 10.75 | to | 16.37 | 14.83 |
| Outstanding at December 31, 2022 | 498,687 | 10.75 | to | 16.37 | 13.49 |
| Forfeited and expired | (53,969) | 10.75 | to | 16.37 | 12.78 |
| Outstanding at December 31, 2023 | 444,718 | 10.75 | to | 16.37 | 13.57 |
| Forfeited and expired | (110,272) | 10.75 | to | 16.37 | 13.85 |
| Outstanding at December 31, 2024 | 334,446 | $10.75 | to | $16.37 | $13.48 |
The grant-date fair value of SARs awards vested in 2022 was $0.5 million. The grant-date fair value of SARs awards vested in 2024 and 2023 was immaterial. As of December 31, 2024, there was no unrecognized compensation cost related to SARs.
- INCOME TAXES
Income (loss) from continuing operations before income taxes and income tax expense (benefit) from continuing operations are as follows:
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Income (loss) from continuing operations before income taxes: | |||
| Domestic | $(523) | $(151,488) | $8,250 |
| Foreign | 1,403 | 1,023 | 1,314 |
| Total | $880 | $(150,465) | $9,564 |
| Current income tax expense (benefit): | |||
| Federal | $(106) | $(39,929) | $(346) |
| State | 704 | (39) | 697 |
| Foreign | 123 | 241 | 351 |
| Total | 721 | (39,727) | 702 |
| Deferred income tax expense (benefit): | |||
| Federal | (470) | (11,758) | (3,256) |
| State | (517) | 198 | (513) |
| Foreign | 101 | (13) | 46 |
| Total | (886) | (11,573) | (3,723) |
| Total income tax expense (benefit) for continuing operations | $(165) | $(51,300) | $(3,021) |
The significant differences between the U.S. federal statutory rate and the effective income tax rate related to continuing operations are as follows:
| 2024 | 2023 | 2022 | ||||
|---|---|---|---|---|---|---|
| (In thousands, except percentages) | Amount | % | Amount | % | Amount | % |
| Income tax expense (benefit) at federal statutory rate | $185 | 21.0 | $(31,598) | 21.0 | $1,992 | 21.0 |
| Stock-based compensation | 409 | 46.5 | 136 | (0.1) | (103) | (1.1) |
| Changes in estimates related to prior year tax provision | 326 | 37.0 | 559 | (0.4) | (812) | (8.5) |
| Non-deductible other | 282 | 32.0 | 144 | (0.1) | 608 | 6.4 |
| Foreign rate differences | 57 | 6.5 | 39 | — | 51 | 0.5 |
| State taxes, net of federal income tax benefit | 28 | 3.2 | 168 | (0.1) | 38 | 0.4 |
| U.S. tax on foreign branch income | — | — | 1,693 | (1.1) | (3,341) | (35.1) |
| Stranded taxes released with termination of pension | — | — | (21,913) | 14.6 | — | — |
| Foreign derived intangible income deduction | — | — | — | — | (259) | (2.7) |
| Tax contingency accruals and tax settlements | (1) | (0.1) | 1 | — | 294 | 3.1 |
| Changes in federal valuation allowance | (654) | (74.3) | 237 | (0.2) | — | — |
| Research and development tax credit | (797) | (90.6) | (766) | 0.5 | (1,489) | (15.6) |
| Income tax expense (benefit) at effective income tax rate | $(165) | (18.8) | $(51,300) | 34.1 | $(3,021) | (31.6) |
Provision (benefit) for income taxes for the year ended December 31, 2024 was $(0.2) million compared to $(51.3) million for the year ended December 31, 2023. The effective tax rates for the years ended December 31, 2024 and 2023 were (18.8)% and 34.1%, respectively. The change in 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.
The effective tax rate in 2022 was impacted by a large discrete 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 overhauled 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. As the result of these regulations, future Brazilian income tax under Brazil tax law in place at that time would have been deductible, but not creditable, in the U.S. The accounting rules require a reduction of the U.S. deferred tax liability previously established related to anticipated future income from Brazil. The IRS released guidance in 2023 that provides temporary relief for tax years after 2021 from the regulations published by the IRS on January 4, 2022. As a result of the IRS guidance released in 2023, the reduction in the first quarter of 2022 of the U.S. deferred tax liability previously established related to anticipated future income from Brazil was reversed in 2023.
Deferred income tax assets and deferred income tax liabilities for continuing operations at December 31, 2024 and 2023, are as follows:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Deferred income tax assets: | ||
| Pension and other postretirement obligations | $— | $528 |
| Employee benefits | 6,381 | 5,821 |
| Basis difference in capital assets | 430 | 1,150 |
| Inventory | 956 | 1,478 |
| Asset write-offs, divestitures and environmental accruals | 3,656 | 1,025 |
| U.S. federal and state NOL and credit carryforwards | 38,706 | 33,247 |
| Capitalized R&D expenditures | 8,169 | 6,543 |
| Other | 815 | 2,805 |
| Lease liabilities | 3,419 | 2,710 |
| Interest expense limitation | 471 | 2,592 |
| Foreign currency translation gain adjustment | — | 44 |
| Deferred income tax assets before valuation allowance | 63,003 | 57,943 |
| Less: Valuation allowance | 15,220 | 15,173 |
| Total deferred income tax assets | 47,783 | 42,770 |
| Deferred income tax liabilities: | ||
| Goodwill and identifiable intangibles | $1,019 | $3,138 |
| Property, plant and equipment | 9,086 | 11,386 |
| Foregone tax credits on foreign branch income | — | 1,880 |
| Right-of-use leased assets | 3,210 | 2,409 |
| Other | 2,020 | 802 |
| Total deferred income tax liabilities | 15,335 | 19,615 |
| Net deferred income tax assets (liabilities) | $32,448 | $23,155 |
| Amounts recognized in the consolidated balance sheets: | ||
| Deferred income tax assets (noncurrent) | $32,517 | $23,155 |
| Deferred income tax liabilities (noncurrent) | 69 | — |
| Net deferred income tax assets (liabilities) | $32,448 | $23,155 |
Except as noted below, the Company believes that it is more likely than not that future taxable income will exceed future tax-deductible amounts thereby resulting in the realization of deferred income tax assets. The Company had U.S. federal and state tax credits of $25.2 million, net operating loss carryforwards of $13.5 million and a deferred interest limitation of $0.5 million at December 31, 2024. The Company had U.S. federal and state tax credits of $16.7 million and net operating loss carryforwards of $16.5 million and a deferred interest limitation of $2.6 million at December 31, 2023. The U.S. deferred interest limitation can be carried forward indefinitely. The U.S. federal foreign tax credits will expire between 2026-2034 and the U.S. federal research and development tax credits will expire by 2045. The U.S. state carryforwards expire at different points over the next 20 years.
Valuation allowances of $14.0 million, $12.1 million and $10.3 million at December 31, 2024, 2023 and 2022, respectively, are recorded against the tax benefit on U.S. federal and state tax credits and net operating loss carryforwards generated by domestic subsidiaries that may not be recoverable in the carryforward period. The Company had a valuation allowance of $0.8 million against U.S. federal tax credits at December 31, 2023. The valuation allowance for unrealized capital losses from investments and other related items was $0.2 million at December 31, 2024 and $0.7 million at December 31, 2022. As circumstances and events warrant, allowances will be reversed when it is more likely than not that future taxable income will exceed deductible amounts, thereby resulting in the realization of deferred income tax assets. Valuation allowances of
$1.1 million, $2.2 million and $2.8 million at December 31, 2024, 2023 and 2022, respectively, were recorded against certain deferred state tax assets.
A reconciliation of the Company’s unrecognized uncertain tax positions since January 1, 2022, is shown below:
| Years Ended December 31, | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Balance at beginning of period | $659 | $628 | $648 |
| Increase (decrease) due to tax positions taken in: | |||
| Current period | 25 | 25 | 2 |
| Prior period | 158 | 23 | 44 |
| Reductions due to lapse of statute of limitations | (2) | (17) | (66) |
| Balance at end of period | $840 | $659 | $628 |
The Company records interest expense related to uncertain tax positions in income tax expense on the Consolidated Statements of Income (Loss) with the balance of accrued interest in other noncurrent liabilities on the Consolidated Balance Sheet. The Company accrued immaterial interest expense related to uncertain tax positions during 2024, 2023 and 2022, respectively.
Tredegar, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, various states and jurisdictions outside the U.S. With few exceptions, Tredegar is no longer subject to U.S. federal, state or non-U.S. income tax examinations by tax authorities for years before 2021. The Company anticipates that it is reasonably possible that Federal and state income tax audits or statutes may settle or close within the next 12 months and are not expected to result in a material change in unrecognized tax positions, including any payments that may be made.
- BUSINESS SEGMENTS
The Company's business segments are Aluminum Extrusions and PE Films. Aluminum Extrusions, also referred to as Bonnell Aluminum, produces high-quality, soft and medium strength alloyed aluminum extrusions, custom fabricated and finished, for the building and construction, automotive and transportation, consumer durables goods, machinery and equipment, electrical and renewable energy, and distribution markets. PE Films produces surface protection films, polyethylene overwrap films and films for other markets.
The Company’s reportable segments are based on its method of internal reporting, which is generally segregated by differences in products. Accounting standards for presentation of segments require an approach based on the way the Company organizes the segments for making operating decisions and how the chief operating decision maker (“CODM”) assesses performance. EBITDA from ongoing operations is the key profitability measure used by the CODM (Tredegar’s President and Chief Executive Officer) for purposes of assessing financial performance.
EBITDA from ongoing operations used by the CODM excludes certain non-recurring items, such as restructuring costs, asset impairments and other items, which are reported separately. The CODM uses EBITDA from ongoing operations to evaluate the operating performance of Tredegar’s ongoing operations, monitor budget versus actual results, establish management’s compensation and allocate resources. EBITDA from ongoing operations is the primary measure of segment performance and is consistent with how the business is managed internally, in addition to being a key financial and analytic metric for borrowing capacity and estimated enterprise value.
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.
Information by business segment and geographic area for the last three years is provided in the segment tables below. There were no accounting transactions between segments.
| Segment Revenue, Segment Profit (Loss), and Significant Expenses | ||||
|---|---|---|---|---|
| 2024 | ||||
| (In thousands) · Aluminum Extrusions · PE Films · Total | ||||
| Net Sales | $471,815 | $105,199 | $577,014 | |
| Reconciliation of revenue: | ||||
| Add back freight | 21,011 | |||
| Sales as shown in the consolidated statements of income (loss) | $598,025 | |||
| Less: | ||||
| Variable costs | 354,397 | 50,289 | 404,686 | |
| LIFO inventory adjustment | 1,234 | (174) | 1,060 | |
| Manufacturing fixed costs (e) | 40,123 | 13,248 | 53,371 | |
| Selling, general and administrative costs (e) | 33,638 | 11,245 | 44,883 | |
| Other (f) | 1,066 | 105 | 1,171 | |
| EBITDA from ongoing operations | $41,357 | $30,486 | $71,843 | |
| Reconciliation of profit (loss): | ||||
| Depreciation and amortization | 22,922 | |||
| Plant shutdowns, asset impairments, restructurings and other (a) | 5,766 | |||
| Goodwill impairment | 13,271 | |||
| Interest income | 36 | |||
| Interest expense | 4,664 | |||
| Gain on investment in kaleo, inc. | 144 | |||
| Corporate expenses, net (d) | 24,520 | |||
| Income (loss) from continuing operations before income tax | 880 | |||
| Income tax expense (benefit) | (165) | |||
| Net income (loss) from continuing operations | 1,045 | |||
| Income (loss) from discontinued operations, net of tax | (65,610) | |||
| Net income (loss) | $(64,565) | |||
| Segment Revenue, Segment Profit (Loss), and Significant Expenses | ||||
|---|---|---|---|---|
| 2023 | ||||
| (In thousands) · Aluminum Extrusions · PE Films · Total | ||||
| Net Sales | $474,803 | $76,763 | $551,566 | |
| Reconciliation of revenue: | ||||
| Add back freight | 21,757 | |||
| Sales as shown in the consolidated statements of income (loss) | $573,323 | |||
| Less: | ||||
| Variable costs | 365,320 | 40,824 | 406,144 | |
| LIFO inventory adjustment | (944) | (1,333) | (2,277) | |
| Manufacturing fixed costs (e) | 41,028 | 13,793 | 54,821 | |
| Selling, general and administrative costs (e) | 29,725 | 12,106 | 41,831 | |
| Other (f) | 1,698 | 156 | 1,854 | |
| EBITDA from ongoing operations | $37,976 | $11,217 | $49,193 | |
| Reconciliation of profit (loss): | ||||
| Depreciation and amortization | 24,449 | |||
| Plant shutdowns, asset impairments, restructurings and other (a) | 8,529 | |||
| Goodwill impairment | 34,891 | |||
| Interest income | 514 | |||
| Interest expense | 6,316 | |||
| Gain on investment in kaleo, inc. | 262 | |||
| Stock option-based compensation expense | 231 | |||
| Pension settlement loss | 92,291 | |||
| Corporate expenses, net (d) | 33,727 | |||
| Income (loss) from continuing operations before income tax | (150,465) | |||
| Income tax expense (benefit) | (51,300) | |||
| Net income (loss) from continuing operations | (99,165) | |||
| Income (loss) from discontinued operations, net of tax | (6,740) | |||
| Net income (loss) | $(105,905) | |||
| Segment Revenue, Segment Profit (Loss), and Significant Expenses | ||||
|---|---|---|---|---|
| 2022 | ||||
| (In thousands) · Aluminum Extrusions · PE Films · Total | ||||
| Net Sales | $637,872 | $97,571 | $735,443 | |
| Reconciliation of revenue: | ||||
| Add back freight | 26,542 | |||
| Sales as shown in the consolidated statements of income (loss) | $761,985 | |||
| Less: | ||||
| Variable costs | 503,374 | 56,085 | 559,459 | |
| LIFO inventory adjustment | (5,402) | 521 | (4,881) | |
| Manufacturing fixed costs (e) | 43,073 | 15,216 | 58,289 | |
| Selling, general and administrative costs (e) | 31,641 | 14,116 | 45,757 | |
| Other (f) | (1,614) | (316) | (1,930) | |
| EBITDA from ongoing operations | $66,800 | $11,949 | $78,749 | |
| Reconciliation of profit (loss): | ||||
| Depreciation and amortization | 23,694 | |||
| Plant shutdowns, asset impairments, restructurings and other (a) | 956 | |||
| Interest income | 16 | |||
| Interest expense | 4,141 | |||
| Gain on investment in kaleo, inc. | 1,406 | |||
| Stock option-based compensation expense | 1,414 | |||
| Corporate expenses, net (d) | 40,402 | |||
| Income (loss) from continuing operations before income tax | 9,564 | |||
| Income tax expense (benefit) | (3,021) | |||
| Net income (loss) from continuing operations | 12,585 | |||
| Income (loss) from discontinued operations, net of tax | 15,870 | |||
| Net income (loss) | $28,455 | |||
| Identifiable Assets | ||
|---|---|---|
| (In thousands) | 2024 | 2023 |
| Aluminum Extrusions | $247,205 | $255,756 |
| PE Films | 55,081 | 56,536 |
| Subtotal | 302,286 | 312,292 |
| General corporate | 46,883 | 36,652 |
| Cash, cash equivalents and restricted cash (b) | 7,062 | 13,051 |
| Discontinued operations | 126 | 84,466 |
| Total | $356,357 | $446,461 |
| Depreciation and Amortization | Capital Expenditures | |||||
|---|---|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 |
| Aluminum Extrusions | $17,722 | $17,927 | $17,414 | $10,097 | $20,339 | $23,664 |
| PE Films | 5,200 | 6,522 | 6,280 | 1,761 | 1,772 | 3,289 |
| Subtotal | 22,922 | 24,449 | 23,694 | 11,858 | 22,111 | 26,953 |
| General corporate (d) | 302 | 369 | 264 | — | 12 | 1,771 |
| Discontinued operations | 2,313 | 2,865 | 2,444 | 2,489 | 4,323 | 8,151 |
| Total | $25,537 | $27,683 | $26,402 | $14,347 | $26,446 | $36,875 |
| Net Sales by Geographic Area (c) | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| United States | $514,743 | $506,475 | $675,528 |
| Exports from the United States to: | |||
| Asia | 46,724 | 26,217 | 41,841 |
| Canada | 9,541 | 12,121 | 10,477 |
| Europe | 97 | 9 | 1,384 |
| Latin America | 5,068 | 6,192 | 5,587 |
| Operations outside the United States: | |||
| Asia | 841 | 552 | 626 |
| Total | $577,014 | $551,566 | $735,443 |
| Identifiable Assetsby Geographic Area (c) | Property, Plant & Equipment,Net by Geographic Area (c) | |||
|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2024 | 2023 |
| United States | $294,303 | $302,037 | $127,992 | $139,552 |
| Operations outside the United States: | ||||
| China | 7,983 | 10,255 | 7,217 | 9,361 |
| General corporate | 46,883 | 36,652 | 1,823 | 2,244 |
| Cash, cash equivalents and restricted cash (b) | 7,062 | 13,051 | n/a | n/a |
| Discontinued operations | 126 | 84,466 | — | 32,298 |
| Total | $356,357 | $446,461 | $137,032 | $183,455 |
The Company’s facilities in Pottsville, PA (“PV”) and Guangzhou, China (“GZ”) have a tolling arrangement whereby certain surface protection films are manufactured in GZ for a fee with raw materials supplied from PV that are then shipped by GZ directly to customers principally in the Asian market but paid by customers directly to PV. Amounts associated with this intercompany tolling arrangement are reported in the table above as export sales from the U.S. to Asia, and include net sales of $26.9 million in 2024, $15.9 million in 2023 and $20.1 million in 2022.
| Net Sales by Product Group | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Aluminum Extrusions: | |||
| Nonresidential building & construction | $265,496 | $273,648 | $350,377 |
| Consumer durables | 31,911 | 37,257 | 60,252 |
| Automotive | 39,283 | 46,014 | 49,330 |
| Machinery & equipment | 51,149 | 41,908 | 57,795 |
| Distribution | 11,750 | 13,719 | 28,533 |
| Residential building & construction | 36,303 | 36,774 | 61,815 |
| Electrical | 35,923 | 25,483 | 29,770 |
| Subtotal | 471,815 | 474,803 | 637,872 |
| PE Films: | |||
| Surface protection films | 75,909 | 47,463 | 68,140 |
| Packaging | 29,290 | 29,300 | 29,431 |
| Subtotal | 105,199 | 76,763 | 97,571 |
| Total | $577,014 | $551,566 | $735,443 |
(a)See Note 1 for more information on losses associated with plant shutdowns, asset impairments and restructurings and other items.
(b)Cash, cash equivalents and restricted cash includes funds held in locations outside the U.S. of $1.6 million and $0.8 million at December 31, 2024 and 2023, respectively.
(c)Export sales relate primarily to PE Films.
(d)Corporate depreciation and amortization are included in corporate expenses, net, on the Segment Revenue, Segment Profit (Loss), and Significant Expenses tables above.
(e)Excludes related depreciation and amortization.
(f)Other expenses include segment allocated employee compensation benefits expense.
- SAVINGS PLAN
Tredegar has a savings plan that allows eligible employees to voluntarily contribute a percentage of their compensation, up to IRS limitations. Charges recognized for the savings plan were $3.7 million in 2024, $3.8 million in 2023 and $3.7 million in 2022. The provisions of the savings plan provided the following benefits for salaried and certain hourly employees:
The Company makes matching contributions to the savings plan of $1 for every $1 an employee contributes per pay period up to a maximum of 5% of eligible compensation.
The savings plan includes immediate vesting of matching contributions and automatic enrollment at 3% of eligible compensation unless the employee opts out or elects a different percentage.
The Company also has a non-qualified plan that restores matching benefits for employees suspended from the savings plan due to certain limitations imposed by income tax regulations (“restoration plan”). The Company’s liability under the restoration plan was $0.7 million at December 31, 2024 (consisting of 88,148 phantom shares of common stock) and $0.4 million at December 31, 2023 (consisting of 78,192 phantom shares of common stock) and valued at the closing market price on those dates. Charges recognized for the restoration plan were immaterial for the years 2024, 2023 and 2022.
The Tredegar Corporation Benefits Plan Trust (the “Trust”) purchased 7,200 shares of the Company’s common stock in 1998 for $0.2 million and 46,671 shares of its common stock in 1997 for $1.0 million. There have been no shares purchased since 1998 except for re-invested dividends. The cost of the shares held by the Trust is shown as a reduction to shareholders’ equity in the consolidated balance sheets.
- SUPPLY CHAIN FINANCING
The Company had supply chain finance service agreements with third-party financial institutions to provide platforms that facilitate the ability of participating suppliers to finance payment obligations from the Company with third-party financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, were not affected by suppliers’ decisions to finance amounts under the supply chain finance agreements. As of December 31, 2024, the Company is no longer participating in supply chain finance service agreements through third-party financial institutions. As of December 31, 2023, $1.0 million of the Company’s accounts payable were financed by participating suppliers through third-party financial institutions.
A reconciliation of the beginning and ending balances of the supply chain financing for the year ended December 31, 2024 is as follows:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Balance, beginning of year | $1,006 | $14,823 |
| New obligations entered | — | 27,763 |
| Less payments made | (1,006) | (41,580) |
| Balance, end of year | $— | $1,006 |
- CONTINGENCIES
Tredegar is involved in various stages of investigation and remediation relating to environmental matters at certain current and former plant locations. Where the Company has determined the nature and scope of any required environmental remediation activity, estimates of cleanup costs have been obtained and accrued. As efforts to maintain compliance with applicable environmental laws and regulations continue, additional contingencies may be identified. If additional contingencies are identified in the future, the Company’s practice is to determine at that time the nature and scope of those contingencies, obtain and accrue estimates of the cost of remediation, and perform remediation. While the Company believes it is currently adequately accrued for known environmental issues, it is possible that unexpected future costs for known or unknown environmental issues could have a material adverse effect on its financial condition, results of operations and cash flows at that time.
The Company is involved in various other legal actions arising in the normal course of business. After taking into consideration the relevant information, the Company believes that it has sufficiently accrued for probable losses and that the actions will not have a material adverse effect on its financial position.
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 in which 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 its 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. For these reasons, Tredegar is unable to estimate the maximum amount of the potential future liability under the indemnity provisions of these agreements. The Company 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 considered to be material.
- DIVESTITURES
Flexible Packaging Films
On September 1, 2023, the Company entered into an agreement to sell Terphane, headquartered in Brazil, to Oben for net cash-free and debt-free base consideration of $116 million.
On November 1, 2024, Tredegar completed the sale of Terphane to Oben. At closing, Tredegar received $60 million in cash, which is net of Terphane debt assumed by Oben of $20 million and estimated Terphane cash retained by Oben of $2 million. The cash proceeds received by Tredegar at closing are after deducting net working capital adjustments and closing indebtedness ($20.5 million), escrow funds ($19.8 million), projected Brazil withholding taxes ($10.8 million), and transaction expenses ($4.4 million). On February 28, 2025, the Company received $9.8 million from post-closing settlement of the transaction, which was $2.8 million higher than expected mainly due to higher cash held at Terphane in Brazil than estimated at closing. The proceeds from the sale of Terphane were required to be used to pay down debt outstanding under the ABL Facility.
Upon completion of the sale, the Company recognized a pre-tax loss of $74.9 million for the year ended December 31, 2024, which includes the realization of other comprehensive losses on foreign currency translation adjustments, net of gains on derivative financial instruments of $102.3 million previously reflected in accumulated other comprehensive income (loss).
The following table summarizes the financial results of discontinued operations reflected in the Consolidated Statements of Income (Loss) for the years ended December 31, 2024, 2023 and 2022:
| Years Ended December 31, | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Revenue and other items | |||
| Sales | $118,382 | $131,502 | $176,579 |
| Other income (expense), net | 8 | 2 | (51) |
| 118,390 | 131,504 | 176,528 | |
| Costs and expenses | |||
| Cost of goods sold | 97,919 | 118,669 | 133,493 |
| Freight | 5,598 | 5,177 | 8,440 |
| Selling, general and administrative | 7,608 | 10,819 | 9,179 |
| Research and development | 655 | 867 | 891 |
| Amortization of intangibles | 78 | 139 | 396 |
| Interest expense (a) | 7,532 | 5,291 | 849 |
| Asset impairments and costs associated with exit and disposal activities, net of adjustments | — | 107 | — |
| Loss on sale of business | 74,877 | — | — |
| Total | 194,267 | 141,069 | 153,248 |
| Income (loss) from discontinued operations before income tax | (75,877) | (9,565) | 23,280 |
| Income tax expense (benefit) | (10,267) | (2,825) | 7,410 |
| Income (loss) from discontinued operations, net of tax | $(65,610) | $(6,740) | $15,870 |
| (a) For the years ended December 31, 2024 and 2023, interest expense includes $1.9 million and $0.4 million, respectively, directly related to the $20 million of outstanding Terphane debt assumed by Oben. | |||
Interest expense allocated to discontinued operations was determined by applying the ABL Facility weighted-average interest rate to the Terphane sale proceeds, as the sale proceeds were required to be used to pay down debt outstanding under the ABL Facility.
The assets and liabilities of the discontinued operations reflected in the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively were as follows:
| December 31, | ||
|---|---|---|
| (In thousands) | 2024 | 2023 |
| Assets | ||
| Restricted cash | $— | $404 |
| Accounts and other receivables, net | — | 12,323 |
| Inventories | — | 32,382 |
| Prepaid expenses and other | — | 3,249 |
| Total current assets | — | 48,358 |
| Property, plant and equipment, net | — | 32,298 |
| Right-of-use leased assets | — | 748 |
| Identifiable intangible assets, net | — | 746 |
| Deferred income taxes (a) | 126 | 1,880 |
| Other assets | — | 436 |
| Total non-current assets | 126 | 36,108 |
| Total assets of discontinued operations | $126 | $84,466 |
| Liabilities | ||
| Accounts payable (a) | $161 | $25,695 |
| Accrued expenses (a) | 580 | 5,836 |
| Lease liability, short-term | — | 204 |
| Income taxes payable | — | 1,027 |
| Total current liabilities | 741 | 32,762 |
| Lease liability long-term | — | 546 |
| Long term debt | — | 20,000 |
| Other non-current liabilities | — | 257 |
| Total non-current liabilities | — | 20,803 |
| Total liabilities of discontinued operations | $741 | $53,565 |
| (a) The consolidated balance sheet of discontinued operations as of December 31, 2024 includes $0.1 million of deferred tax assets, $0.6 million of severance and $0.2 million of miscellaneous accrued expenses. | ||
The following table provides significant operating, investing and financing cash flow information for discontinued operations:
| Year Ended December 31, | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Operating activities: | |||
| Depreciation and amortization | $2,313 | $2,865 | $2,444 |
| Loss on the sale of divested business | 74,877 | — | — |
| Total | $77,190 | $2,865 | $2,444 |
| Investing activities: | |||
| Net proceeds on sale of divested business | $54,631 | $— | $— |
| Capital expenditures | (2,489) | (4,323) | (8,151) |
| Total | $52,142 | $(4,323) | $(8,151) |
| Financing activities | |||
| Borrowings | $— | $20,000 | $— |
| Debt principal payments | — | — | — |
| Total | $— | $20,000 | $— |
- SELECTED QUARTERLY FINANCIAL DATA
(In thousands, except per-share amounts)
(Unaudited)
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |
|---|---|---|---|---|
| Sales | $143,972 | $153,940 | $146,064 | $154,049 |
| Gross profit | 23,851 | 29,598 | 18,125 | 24,483 |
| Income (loss) from continuing operations, net of tax | 2,604 | 9,170 | (3,389) | (7,339) |
| Income (loss) from discontinued operations, net of tax | 684 | (378) | (557) | (65,359) |
| Net income (loss) | $3,288 | $8,792 | $(3,946) | $(72,698) |
| Earnings (loss) per share: | ||||
| Basic: | ||||
| Continuing operations | $0.08 | $0.27 | $(0.10) | $(0.21) |
| Discontinued operations | 0.02 | (0.01) | (0.01) | (1.91) |
| Basic | $0.10 | $0.26 | $(0.11) | $(2.12) |
| Diluted: | ||||
| Continuing operations | $0.08 | $0.27 | $(0.10) | $(0.21) |
| Discontinued operations | 0.02 | (0.01) | (0.01) | (1.91) |
| Diluted | $0.10 | $0.26 | $(0.11) | $(2.12) |
| Sales | $159,237 | $143,350 | $134,569 | $136,167 |
| Gross profit | 22,655 | 15,987 | 14,090 | 18,394 |
| Income (loss) from continuing operations, net of tax | (17) | (15,918) | (49,172) | (34,057) |
| Income (loss) from discontinued operations, net of tax | (992) | (3,004) | (1,208) | (1,534) |
| Net income (loss) | $(1,009) | $(18,922) | $(50,380) | $(35,591) |
| Earnings (loss) per share: | ||||
| Basic: | ||||
| Continuing operations | $— | $(0.47) | $(1.43) | $(1.00) |
| Discontinued operations | (0.03) | (0.09) | (0.04) | (0.04) |
| Basic | $(0.03) | $(0.56) | $(1.47) | $(1.04) |
| Diluted: | ||||
| Continuing operations | $— | $(0.47) | $(1.43) | $(1.00) |
| Discontinued operations | (0.03) | (0.09) | (0.04) | (0.04) |
| Diluted | $(0.03) | $(0.56) | $(1.47) | $(1.04) |
Due to rounding, the sum of quarterly amounts presented in the table above may not add up precisely to the corresponding full year amounts.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.