ARMSTRONG WORLD INDUSTRIES INC 10-Q

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS O F FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion should be read in conjunction with the financial statements, the accompanying notes, the cautionary note regarding forward-looking statements and risk factors included in this report and our Annual Report on Form 10-K for the year ended December 31, 2023. OVERVIEW AWI is a leader in the design, innovation and manufacture of ceiling and wall solutions in the Americas. We manufacture and source products made of numerous materials, including mineral fiber, fiberglass wool, metal, wood, felt, wood fiber, architectural resin and glass, and glass-reinforced-gypsum. We also manufacture ceiling suspension system (grid) products through a joint venture with Worthington Enterprises, Inc. (“Worthington”) called Worthington Armstrong Venture (“WAVE”). Acquisitions and Investments in Unconsolidated Affiliates In April 2024, we acquired all of the issued and outstanding membership interests in 3form, LLC (“3form”), a subsidiary of Hunter Douglas, Inc. based in Salt Lake City, Utah. 3form is a designer and manufacturer of architectural resin and glass products used for specialty walls, partitions and ceilings. The operations, assets and liabilities of 3form are included in our Architectural Specialties segment. In January 2024, we entered into a strategic partnership and equity investment in Overcast Innovations LLC (“Overcast”) with McKinstry Essention, LLC whereby we acquired a 19.5% ownership interest in Overcast, with future rights to increase our ownership interest. Overcast is a solutions company offering prefabricated ceiling cloud systems, modular grid platforms and engineering design services to reduce waste and inefficiencies in the built environment. Our investment and equity earnings in Overcast are included in our Unallocated Corporate segment. In October 2023, we acquired a portion of the business and certain assets of Insolcorp, LLC (“Insolcorp”), based in Albemarle, North Carolina, used to develop, test and manufacture energy saving products deployed in building and roofing installations. The acquired operations, assets and liabilities of Insolcorp are included in our Mineral Fiber segment. In July 2023, we acquired all of the issued and outstanding stock of BOK Modern, LLC (“BOK”), based in San Rafael, California. BOK is a designer of metal facade architectural solutions. The acquired operations, assets and liabilities of BOK are included in our Architectural Specialties segment. Manufacturing Plants As of September 30, 2024, we operated 19 manufacturing plants, including 17 plants located within the U.S. and two plants in Canada. WAVE operates seven additional plants in the U.S. to produce suspension system (grid) products, which we use and sell in our ceiling systems. Reportable Segments Our operating segments are as follows: Mineral Fiber, Architectural Specialties and Unallocated Corporate. Mineral Fiber – produces suspended mineral fiber and soft fiber ceiling systems. Our mineral fiber products offer various performance attributes such as acoustical control, rated fire protection, and energy efficiency, along with other health and sustainability features and aesthetic appeal. Ceiling products are primarily sold to resale distributors, ceiling systems contractors and wholesalers, and retailers (including large home centers). The Mineral Fiber segment also includes the results of WAVE, which manufactures and sells suspension system (grid) products and ceiling component products that are invoiced by both AWI and WAVE. Segment results relating to WAVE consist primarily of equity earnings and reflect our 50% equity interest in the joint venture. Ceiling component products consist of ceiling perimeters and trim, in addition to grid products that support drywall ceiling systems. For some customers, WAVE sells its suspension system products to AWI for resale to customers. Mineral Fiber segment results reflect those sales transactions. The Mineral Fiber segment also includes all assets and liabilities not specifically allocated to our Architectural Specialties or Unallocated Corporate segment, including all property and related depreciation associated with our Lancaster, Pennsylvania headquarters. Operating results for the Mineral Fiber segment include a significant majority of allocated Corporate administrative expenses that represent a reasonable allocation of general services to support its operations. Architectural Specialties – produces, designs and sources ceilings, walls and facades primarily for use in commercial settings. Products are available in numerous materials, such as metal, wood and felt, in addition to various colors, shapes and designs. These 25 Management’s Discussion and Analysis of Financial Condition and Results of Operations products offer various performance attributes such as acoustical control, rated fire protection, light and aesthetic appeal. We sell standard, premium and customized products, a portion of which are sourced from third-party producers. Architectural Specialties products are sold primarily to resale distributors and direct customers, primarily ceiling systems contractors. The majority of this segment’s revenues are project driven, which can lead to more variability in sales patterns. Operating results for the Architectural Specialties segment include a portion of allocated Corporate administrative expenses that represent a reasonable allocation of general services to support its operations. Unallocated Corporate – includes certain assets, liabilities, income and expenses that have not been allocated to our other business segments and consists of: cash and cash equivalents, our Overcast investment and related equity earnings/losses, the net funded status of our U.S. Retirement Income Plan (“RIP”), the estimated fair value of interest rate swap contracts, outstanding borrowings under our senior secured credit facility and income tax balances. Factors Affecting Revenues For information on our 2024 net sales by segment, see Notes 2 and 3 to the Condensed Consolidated Financial Statements. Markets. We compete in the building product markets of the Americas. We closely monitor publicly available macroeconomic data and trends that provide insight into commercial construction market activity, including, but not limited to, gross domestic product, office vacancy rates, the Architecture Billings Index, new commercial construction starts, state and local government spending, corporate profits, and retail sales. The Company also continues to monitor the impacts of geopolitical events, none of which had a material direct impact on our financial condition, liquidity or results of operations in the first nine months of 2024 or 2023. Several factors and trends within our markets affected our business performance during the three and nine months ended September 30, 2024 compared to the same periods in 2023, most notably an increase in net sales due to our April 2024 acquisition of 3form and our July 2023 acquisition of BOK. For the three months ended September 30, 2024, sales volumes increased $30 million compared to the same period in 2023, with the 3form and BOK acquisitions contributing $25 million to net sales. For the nine months ended September 30, 2024, sales volumes increased $53 million compared to the same period in 2023 driven primarily by a $48 million increase in net sales from the 3form and BOK acquisitions. Average Unit Value . We periodically modify sales prices of our products due to changes in costs for raw materials and energy, market conditions and the competitive environment. Typically, realized price increases are less than announced price increases because of project pricing, competitive adjustments and changing market conditions. We also offer a wide assortment of products that are differentiated by style, design and performance attributes. Pricing and margins for products within the assortment vary. In addition, changes in the relative quantity of products purchased at different price points can impact year-to-year comparisons of net sales and operating income. Within our Mineral Fiber segment, we focus on improving sales dollars per unit sold, or average unit value (“AUV”), as a measure that accounts for the varying assortment of products and like-for-like pricing impacting our revenues. Favorable AUV increased our total consolidated net sales for the three and nine months ended September 30, 2024 by approximately $9 million and $42 million, respectively, compared to the same periods in 2023. Our Architectural Specialties segment revenues are primarily generated by individual contracts that include a mix of products, both manufactured by us and sourced from third parties, that varies by project. As such, we do not track AUV performance for this segment, but rather attribute most changes in net sales to volume. During the first and third quarters of 2024, we implemented price increases on Mineral Fiber ceiling products. During the first and second quarters of 2024, WAVE implemented price increases on grid products. Future pricing actions may be implemented based on numerous factors, including the rate and pace of inflation and its impact on our business. Seasonality . Historically, our sales tend to be stronger in the second and third quarters of our fiscal year due to more favorable weather conditions, customer business cycles and the timing of renovation and new construction projects. Factors Affecting Operating Costs Operating Expenses. Our operating expenses are composed of direct production costs (principally raw materials, labor, and energy), manufacturing overhead costs, freight, costs to purchase sourced products and selling, general and administrative (“SG&A”) expenses. 26 Management’s Discussion and Analysis of Financial Condition and Results of Operations Our largest raw material expenditures are primarily for fiberglass, perlite, recycled paper, and starch. Other raw materials include clay, felt, pigment, wood, and wood fiber. We manufacture substantially all of our mineral wool at one of our manufacturing facilities. We use aluminum and steel in the production of metal ceilings by us and by WAVE. Finally, natural gas and packaging materials are also significant input costs. Fluctuations in the prices of these inputs impact our financial results. During the three and nine months ended September 30, 2024, lower energy and freight costs were partially offset by higher raw material costs, resulting in a $1 million and $5 million benefit to operating income, respectively, compared to the prior year periods. Acquisition-Related Expenses and Losses In connection with our acquisitions of 3form in April 2024, Insolcorp in October 2023, BOK in July 2023 and Arktura LLC (“Arktura”) in December 2020, we recorded certain acquisition-related expenses and losses to operating income during the three and nine months ended September 30, 2024 and 2023, summarized as follows (dollar amounts in millions): Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Affected Line Item in the Condensed Consolidated Statements of Earnings and Comprehensive Income Inventory $ - $ - $ 0.3 $ - Cost of goods sold Deferred cash and restricted stock expenses - 1.4 - 4.1 SG&A expenses Acquisition costs - - 1.0 - SG&A expenses Loss related to change in fair value of contingent consideration 0.2 - 0.6 - Loss related to change in fair value of contingent consideration Net negative impact to operating income $ 0.2 $ 1.4 $ 1.9 $ 4.1 The inventory amounts above reflect the post-acquisition expenses associated with recording inventory at fair value as part of purchase accounting for the 3form acquisition. Expenses related to the deferred cash and restricted stock awards were related to our Arktura acquisition and represented expenses for Arktura’s former owners and employees that were recorded over their respective service periods, as such payments were subject to the awardees’ continued employment with AWI. The Company and the former owners of Arktura mutually agreed upon the separation of their service effective in the fourth quarter of 2023. Acquisition costs above reflect certain contingent third-party professional fees incurred due to the 3form acquisition. The change in fair value of contingent consideration was related to our BOK and Insolcorp acquisitions and is remeasured quarterly during each acquisition's earn-out periods. See Note 15 to the Condensed Consolidated Financial Statements for further information. Depreciation of fixed assets acquired and amortization of intangible assets acquired have been excluded from the table above. Employees As of September 30, 2024 we had approximately 3,500 full-time and part-time employees, compared to 3,100 full-time and part-time employees as of December 31, 2023. The increase in employees since December 31, 2023 was primarily driven by our April 2024 acquisition of 3form. RESULTS OF OPERATIONS Please refer to Note 2 to the Condensed Consolidated Financial Statements for a reconciliation of operating income to consolidated net earnings before income taxes. CONSOLIDATED RESULTS (dollar amounts in millions) 2024 2023 Change is Favorable Three Months Ended September 30, Total consolidated net sales $ 386.6 $ 347.3 11.3 % Operating income $ 111.3 $ 100.2 11.1 % Nine Months Ended September 30, Total consolidated net sales $ 1,078.0 $ 982.9 9.7 % Operating income $ 292.4 $ 257.4 13.6 % 27 Management’s Discussion and Analysis of Financial Condition and Results of Operations Consolidated net sales for the third quarter of 2024 increased 11.3% over the prior-year period primarily due to higher volumes of $30 million and favorable AUV of $9 million. Architectural Specialties net sales increased $31 million and Mineral Fiber net sales increased $8 million over the prior-year period. Architectural Specialties segment net sales improved primarily due to contributions from the acquisitions of 3form and BOK. The increase in Mineral Fiber net sales was primarily driven by favorable AUV. Consolidated net sales for the first nine months of 2024 increased 9.7% compared to the prior-year period primarily due to higher volumes of $53 million and favorable AUV of $42 million. Architectural Specialties net sales increased $59 million and Mineral Fiber net sales increased $36 million over the prior-year period. Architectural Specialties segment net sales improved primarily due to contributions from the acquisitions of 3form and BOK. The increase in Mineral Fiber net sales was primarily driven by favorable AUV, partially offset by lower sales volumes. Cost of goods sold in the third quarter of 2024 was 57.6% of net sales, compared to 59.3% for the same period in 2023. Cost of goods sold in the first nine months of 2024 was 59.4% of sales, compared to 61.6% for the same period in 2023. The decreases in cost of goods sold as a percent of net sales for the third quarter and first nine months of 2024 compared to the same periods in 2023 were driven primarily by favorable AUV margin benefit, improved manufacturing productivity and lower input costs. SG&A expenses in the third quarter of 2024 were $77.6 million, or 20.1% of net sales, compared to $64.6 million, or 18.6% of net sales, for the same period in 2023. The year-over-year increase in SG&A expenses was primarily driven by an $11 million increase related to the acquisitions of 3form and BOK and a $3 million increase in incentive compensation. SG&A expenses in the first nine months of 2024 were $223.1 million, or 20.7% of net sales, compared to $189.2 million, or 19.2% of net sales, for the same period in 2023. The year-over-year increase in SG&A expenses was primarily driven by a $20 million increase related to the acquisitions of 3form and BOK, a $6 million increase in incentive compensation, a $3 million increase in deferred compensation related charges, a $2 million increase in selling expenses, as well as a $2 million increase in business development expenses. Remeasurement losses for changes in the fair value of contingent consideration were $0.2 million and $0.6 million for the three and nine months ended September 30, 2024 and related to our BOK and Insolcorp acquisitions. See Note 15 to the Condensed Consolidated Financial Statements for further information. Impairment and gain on sales of fixed assets, net were $0.2 million and $0.3 million for the three and nine months ended September 30, 2024. During the third quarter of 2024, we recorded a $4.6 million gain on the sale of our idled Mineral Fiber plant in St. Helens, Oregon. Also in the third quarter of 2024, we recorded a $4.9 million impairment charge for undeveloped land adjacent to our Corporate headquarters, which represented the expected loss on sale of the property based on an agreement we entered into with a buyer that we anticipate closing within the next twelve months. Equity earnings from unconsolidated subsidiaries were $25.2 million in the third quarter of 2024, compared to $23.4 million in the third quarter of 2023, and were $78.7 million in the first nine months of 2024 compared to $69.1 million in the same period in 2023. WAVE equity earnings were $25.5 million in the third quarter of 2024, while Overcast equity losses were $0.3 million. WAVE equity earnings were $79.4 million in the first nine months of 2024, while Overcast equity losses were $0.7 million. The year-over-year increase in WAVE equity earnings for the third quarter of 2024 was primarily driven by the benefit from favorable AUV, partially offset by lower sales volumes. The year-over-year increase in WAVE equity earnings for the first nine months of 2024 was primarily driven by the benefit from favorable AUV and higher sales volumes, partially offset by increased employee compensation and benefits. See Note 8 to the Condensed Consolidated Financial Statements for further information. Interest expense was $10.5 million in the third quarter of 2024 compared to $8.8 million in the third quarter of 2023. Interest expense was $30.6 million in the first nine months of 2024 compared to $26.7 million in the first nine months of 2023. The increases for the third quarter and first nine months of 2024 in comparison to the same periods in 2023 were primarily due to higher average effective interest rates, partially offset by lower average debt balances. Other non-operating income, net, was $3.0 million in the third quarter of 2024 compared to $2.3 million in the third quarter of 2023. Other non-operating income, net, was $9.3 million in the first nine months of 2024 compared to $6.9 million in the first nine months of 2023. The increases in other non-operating income, net, for the third quarter and first nine months of 2024 in comparison to the same periods in 2023 were primarily driven by the non-service cost components of pension and postretirement net periodic benefit costs. Income tax expense was $26.9 million in the third quarter of 2024 compared to $24.2 million in the third quarter of 2023. The effective tax rate for the third quarter of 2024 was 25.9% compared to 25.8% for the same period of 2023. Income tax expense was $68.4 million in the first nine months of 2024 compared to $60.6 million in the first nine months of 2023. The effective tax rate was 25.2% in the first nine months of 2024 compared to 25.5% in the same period of 2023. The effective tax rate for the third quarter of 2024 was essentially unchanged from the same period in 2023. The decrease in the effective tax rate for the first nine months of 2024 in comparison to the same period in 2023 was primarily due to an increase in discrete tax benefits recognized, partially offset by less favorable permanent adjustments. 28 Management’s Discussion and Analysis of Financial Condition and Results of Operations Total Other Comprehensive Loss (“OCL”) was $6.4 million in the third quarter of 2024 compared to $2.6 million in the third quarter of 2023. OCL was $8.2 million in the first nine months of 2024 compared to $4.3 million in the first nine months of 2023. The change in OCL in the third quarter and first nine months of 2024 compared to the same periods in 2023 were primarily driven by derivative losses, pension and postretirement adjustments and foreign currency translation adjustments. Derivative losses represent the mark-to-market value fair adjustments for our derivative assets and liabilities, and the recognition of gains and losses previously deferred in Accumulated Other Comprehensive Income. Pension and postretirement adjustments represent the amortization of actuarial gains and losses related to our defined benefit pension and postretirement plans. Foreign currency translation adjustments represent the change in the U.S. dollar value of assets and liabilities denominated in foreign currencies. Foreign currency translation adjustments in 2024 and 2023 were driven primarily by changes in the Canadian dollar. REPORTABLE SEGMENT RESULTS Mineral Fiber (dollar amounts in millions) 2024 2023 Change is Favorable Three Months Ended September 30, Total segment net sales $ 258.0 $ 249.7 3.3 % Operating income $ 93.0 $ 85.5 8.8 % Nine Months Ended September 30, Total segment net sales $ 747.8 $ 712.1 5.0 % Operating income $ 253.9 $ 224.8 12.9 % Net sales increased 3.3% in the third quarter of 2024 as compared to the prior-year quarter due to $10 million of favorable AUV, partially offset by $1 million of lower sales volumes. The improvement in AUV was driven by favorable like-for-like price. For the first nine months of 2024, net sales improved by 5.0% from the prior-year period, primarily due to $42 million of favorable AUV, partially offset by lower sales volumes of $6 million. The favorable AUV was driven primarily by positive like-for-like pricing, and to a lesser extent, favorable mix. The decrease in volumes for the first nine months of 2024 was driven primarily within our home center customer channel, most notably prior-year first quarter inventory level increases that did not repeat in the current year period, partially offset by the positive contribution from our growth initiatives compared to the prior-year period. Third-quarter 2024 operating income increased primarily due to a $6 million benefit from favorable AUV, a $3 million decrease in manufacturing and input costs and a $2 million increase in WAVE equity earnings. These benefits were partially offset by a $3 million increase in SG&A expenses, primarily driven by higher incentive compensation. Operating income for the first nine months of 2024 increased primarily due to a $28 million benefit from favorable AUV, a $10 million increase in WAVE equity earnings and a $9 million decrease in manufacturing and input costs, partially offset by a $4 million decrease from lower sales volumes. Operating income was also negatively impacted by a $15 million increase in SG&A expenses, which was primarily due to increases in incentive compensation, an increase in deferred compensation related charges, an increase in employee costs due to inflationary pressures, higher depreciation and amortization expense and an increase in accruals for environmental remediation matters. Architectural Specialties (dollar amounts in millions) 2024 2023 Change is Favorable Three Months Ended September 30, Total segment net sales $ 128.6 $ 97.6 31.8 % Operating income $ 19.2 $ 15.5 23.9 % Nine Months Ended September 30, Total segment net sales $ 330.2 $ 270.8 21.9 % Operating income $ 41.1 $ 34.9 17.8 % Net sales increased $31 million in the third quarter of 2024 compared to the same period in 2023 primarily due to a $25 million increase from the acquisitions of 3form and BOK, in addition to increased custom metal project net sales. For the first nine months of 2024, net sales improved by $59 million from the prior-year period primarily due to a $48 million contribution from the acquisitions of 3form and BOK, in addition to increased custom metal project net sales. 29 Management’s Discussion and Analysis of Financial Condition and Results of Operations Operating income increased in the third quarter of 2024 primarily due to an $18 million margin benefit from increased sales, driven primarily by the acquisitions of 3form and BOK, and partially due to improved custom project margins. This increase was partially offset by a $10 million increase in SG&A expenses and a $3 million increase in manufacturing costs, both of which were primarily due to the acquisitions of 3form and BOK. Operating income for the first nine months of 2024 compared to the same period in 2023 was positively impacted by a $36 million margin benefit from increased sales, driven primarily by the acquisitions of 3form and BOK, and partially due to improved custom project margins. This increase was largely offset by a $20 million increase in SG&A expenses primarily due to the acquisitions of 3form and BOK and a $9 million increase in manufacturing costs, driven by inflationary pressures and the acquisitions of 3form and BOK. Unallocated Corporate Unallocated Corporate operating loss was $1 million in the third quarter of 2024 and 2023. Unallocated Corporate operating loss was $3 million in the first nine months of 2024 and $2 million in the first nine months of 2023. FINANCIAL CONDITION AND LIQUIDITY Cash Flow Operating activities for the first nine months of 2024 provided $180.2 million, compared to $176.4 million for the first nine months of 2023. The favorable change in cash from operating activities was driven by higher cash earnings for the first nine months of 2024 in comparison to the prior-year period and a favorable timing-related change in accounts payable and accrued expenses was partially offset by an unfavorable timing-related change in accounts receivables and an increase in cash paid for income taxes. Net cash used for investing activities was $61.2 million in the first nine months of 2024, compared to $10.6 million in the first nine months of 2023. The unfavorable change in cash in the first nine months of 2024 compared to the same period in 2023 was primarily due to $94 million of cash paid for the 3form acquisition, partially offset by proceeds received from the sale of fixed assets, an increase in proceeds received from company-owned life insurance policies, and lower purchases of property, plant and equipment. Net cash used for financing activities was $115.7 million in the first nine months of 2024, compared to $175.1 million cash in the first nine months of 2023. The favorable change in cash was primarily due to a decrease in repurchases of outstanding common stock and lower payments of acquisition-related contingent consideration. Liquidity Our liquidity needs for operations vary throughout the year. We retain lines of credit to facilitate our seasonal cash flow needs, since cash flow is historically lower during the first and fourth quarters of our fiscal year. We have a $950.0 million variable rate senior credit facility, which is comprised of a $500.0 million revolving credit facility (with a $150.0 million sublimit for letters of credit) and a $450.0 million Term Loan A. The revolving credit facility and Term Loan A are currently priced at 1.375% over the Secured Overnight Financing Rate (“SOFR”), plus a 10-basis point adjustment. The revolving credit facility and Term Loan A mature in December 2027. We also have a $25.0 million bi-lateral letter of credit facility. As of September 30, 2024, the total principal balances outstanding under our senior credit facility were $433.1 million under Term Loan A and $125.0 million under the revolving credit facility. The senior credit facility includes two financial covenants that require the ratio of consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) to consolidated cash interest expense minus cash consolidated interest income to be greater than or equal to 3.0 to 1.0, and requires the ratio of consolidated funded indebtedness, minus AWI and domestic subsidiary unrestricted cash and cash equivalents up to $100 million, to EBITDA to be less than or equal to 3.75 to 1.0 (subject to certain exceptions for certain acquisitions). As of September 30, 2024, we were in compliance with all covenants of the senior credit facility. 30 Management’s Discussion and Analysis of Financial Condition and Results of Operations The Term Loan A is currently priced on a variable interest rate basis. The following table summarizes our interest rate swaps (dollar amounts in millions): Coverage Period Notional Amount Risk Coverage Trade Date March 2021 to March 2025 $ 100.0 USD-SOFR November 28, 2018 November 2023 to December 2025 $ 50.0 USD-SOFR October 23, 2023 March 2024 to June 2026 $ 50.0 USD-SOFR March 25, 2024 November 2023 to December 2026 $ 50.0 USD-SOFR October 10, 2023 March 2024 to June 2027 $ 50.0 USD-SOFR March 27, 2024 November 2023 to November 2027 $ 50.0 USD-SOFR September 29, 2023 June 2024 to June 2028 $ 50.0 USD-SOFR June 26, 2024 Under the terms of the interest rate swap with a November 28, 2018 trade date above, we pay a fixed rate monthly and receive a floating rate based on SOFR, inclusive of a 0% floor. Under the terms of all remaining interest rate swaps above, we pay a fixed rate monthly and receive a floating rate based on SOFR. As of September 30, 2024, these swaps are designated as cash flow hedges against changes in SOFR for a portion of our variable rate debt. We utilize lines of credit and other commercial commitments to ensure that adequate funds are available to meet operating requirements. Letters of credit are currently arranged through our revolving credit facility and our bi-lateral facility. Letters of credit may be issued to third party suppliers, insurance companies and financial institutions and typically can only be drawn upon in the event of AWI’s failure to pay its obligations to the beneficiary. The following table presents details related to our letters of credit facilities (dollar amounts in millions): September 30, 2024 Financing Arrangements Limit Used Available Bi-lateral facility $ 25.0 $ 7.4 $ 17.6 Revolving credit facility 150.0 - 150.0 Total $ 175.0 $ 7.4 $ 167.6 As of September 30, 2024, we had $73.7 million of cash and cash equivalents, $56.9 million in the U.S. and $16.8 million in foreign jurisdictions, primarily Canada. As of September 30, 2024, we also had $375 million available under our revolving credit facility. We believe cash on hand and cash generated from operations, together with borrowing capacity under our credit facility, will be adequate to address our near-term liquidity needs based on current expectations of our business operations, capital expenditures, acquisitions and scheduled payments of debt obligations. CRITICAL ACCOUNTING ESTIMATES There have been no material changes to our critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. 31 ITEM 3. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK For information regarding our exposure to certain market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2023.