TREDEGAR CORP 10-Q

Item 1. Financial Statements. Tredegar Corporation Condensed Consolidated Balance Sheets (In Thousands, Except Share Data) (Unaudited) June 30, December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 21,193 $ 19,232 Accounts and other receivables, net 79,139 84,544 Income taxes recoverable 1,216 733 Inventories 86,692 127,771 Prepaid expenses and other 10,214 10,304 Total current assets 198,454 242,584 Property, plant and equipment, at cost 545,048 531,921 Less: accumulated depreciation ( 355,156 ) ( 345,510 ) Net property, plant and equipment 189,892 186,411 Right-of-use leased assets 12,794 14,021 Identifiable intangible assets, net 10,785 11,690 Goodwill 55,195 70,608 Deferred income taxes 14,610 13,900 Other assets 3,139 2,879 Total assets $ 484,869 $ 542,093 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 82,290 $ 114,938 Accrued expenses 23,501 31,603 Lease liability, short-term 2,163 2,035 Income taxes payable 579 1,137 Total current liabilities 108,533 149,713 Lease liability, long-term 11,991 12,738 Long-term debt 141,000 137,000 Pension and other postretirement benefit obligations, net 35,747 35,046 Other non-current liabilities 4,449 5,834 Total liabilities 301,720 340,331 Shareholders’ equity: Common stock, no par value (authorized shares 150,000,000 , issued and outstanding 34,363,845 shares at June 30, 2023 and 34,000,642 shares at December 31, 2022) 60,078 58,824 Common stock held in trust for savings restoration plan ( 116,336 shares at June 30, 2023 and 113,316 shares at December 31, 2022) ( 2,218 ) ( 2,188 ) Accumulated other comprehensive income (loss): Foreign currency translation adjustment ( 83,338 ) ( 86,079 ) Gain (loss) on derivative financial instruments ( 843 ) ( 2,480 ) Pension and other postretirement benefit adjustments ( 54,463 ) ( 59,036 ) Retained earnings 263,933 292,721 Total shareholders’ equity 183,149 201,762 Total liabilities and shareholders’ equity $ 484,869 $ 542,093 See accompanying notes to the condensed consolidated financial statements. 2 Tredegar Corporation Condensed Consolidated Statements of Income (Loss) (In Thousands, Except Per Share Data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues and other items: Sales $ 178,167 $ 274,363 $ 369,289 $ 510,929 Other income (expense), net ( 20 ) 1,342 260 1,041 178,147 275,705 369,549 511,970 Costs and expenses: Cost of goods sold 153,267 218,088 312,792 401,348 Freight 7,199 11,036 13,243 19,118 Selling, general and administrative 16,889 18,862 35,894 40,143 Research and development 1,376 1,754 2,581 3,278 Amortization of identifiable intangibles 464 666 968 1,329 Pension and postretirement benefits 3,418 3,506 6,837 6,982 Interest expense 2,374 1,234 4,686 2,020 Asset impairments and costs associated with exit and disposal activities, net of adjustments — 134 69 126 Goodwill impairment 15,413 — 15,413 — Total 200,400 255,280 392,483 474,344 Income (loss) before income taxes ( 22,253 ) 20,425 ( 22,934 ) 37,626 Income tax expense (benefit) ( 3,331 ) 5,556 ( 3,000 ) 6,334 Net income (loss) $ ( 18,922 ) $ 14,869 $ ( 19,934 ) $ 31,292 Earnings (loss) per share: Basic $ ( 0.56 ) $ 0.44 $ ( 0.59 ) $ 0.93 Diluted $ ( 0.56 ) $ 0.44 $ ( 0.59 ) $ 0.93 Shares used to compute earnings (loss) per share: Basic 34,079 33,814 33,988 33,734 Diluted 34,079 33,854 33,988 33,776 See accompanying notes to the condensed consolidated financial statements. 3 Tredegar Corporation Condensed Consolidated Statements of Comprehensive Income (Loss) (In Thousands) (Unaudited) Three Months Ended June 30, 2023 2022 Net income (loss) $ ( 18,922 ) $ 14,869 Other comprehensive income (loss): Unrealized foreign currency translation adjustment (net of tax expense of $ 179 in 2023 and net of tax benefit of $ 482 in 2022) 1,621 ( 5,230 ) Derivative financial instruments adjustment (net of tax expense of $ 500 in 2023 and net of tax benefit of $ 3,359 in 2022) 368 ( 9,161 ) Amortization of prior service costs and net gains or losses (net of tax expense of $ 637 in 2023 and net of tax expense of $ 712 in 2022) 2,286 2,556 Other comprehensive income (loss) 4,275 ( 11,835 ) Comprehensive income (loss) $ ( 14,647 ) $ 3,034 Six Months Ended June 30, 2023 2022 Net income (loss) $ ( 19,934 ) $ 31,292 Other comprehensive income (loss): Unrealized foreign currency translation adjustment (net of tax expense of $ 615 in 2023 and net of tax expense of $ 246 in 2022) 2,741 306 Derivative financial instruments adjustment (net of tax expense of $ 1,336 in 2023 and net of tax benefit of $ 443 in 2022) 1,637 ( 3,231 ) Amortization of prior service costs and net gains or losses (net of tax expense of $ 1,274 in 2023 and net of tax expense of $ 1,424 in 2022) 4,573 5,094 Other comprehensive income (loss) 8,951 2,169 Comprehensive income (loss) $ ( 10,983 ) $ 33,461 See accompanying notes to the condensed consolidated financial statements. 4 Tredegar Corporation Condensed Consolidated Statements of Cash Flows (In Thousands) (Unaudited) Six Months Ended June 30, 2023 2022 Cash flows from operating activities: Net income (loss) $ ( 19,934 ) $ 31,292 Adjustments for noncash items: Depreciation 12,387 11,536 Amortization of identifiable intangibles 968 1,329 Reduction of right-of-use lease asset 1,075 1,072 Goodwill impairment 15,413 — Deferred income taxes ( 3,731 ) 2,516 Accrued pension and post-retirement benefits 6,837 7,013 Stock-based compensation expense 521 1,842 Gain on investment in kaléo ( 262 ) ( 1,406 ) Changes in assets and liabilities: Accounts and other receivables 6,190 ( 24,172 ) Inventories 43,013 ( 31,495 ) Income taxes recoverable/payable ( 1,060 ) ( 6,129 ) Prepaid expenses and other 2,976 ( 516 ) Accounts payable and accrued expenses ( 39,629 ) 47,388 Lease liability ( 1,095 ) ( 1,166 ) Pension and postretirement benefit plan contributions ( 279 ) ( 50,314 ) Other, net ( 692 ) 1,781 Net cash provided by (used in) operating activities 22,698 ( 9,429 ) Cash flows from investing activities: Capital expenditures ( 15,907 ) ( 13,514 ) Proceeds from the sale of kaléo 262 1,406 Net cash provided by (used in) investing activities ( 15,645 ) ( 12,108 ) Cash flows from financing activities: Borrowings 41,250 221,250 Debt principal payments ( 37,250 ) ( 192,750 ) Dividends paid ( 8,884 ) ( 8,135 ) Debt financing costs — ( 1,245 ) Other — ( 396 ) Net cash provided by (used in) financing activities ( 4,884 ) 18,724 Effect of exchange rate changes on cash ( 208 ) ( 246 ) Increase (decrease) in cash & cash equivalents 1,961 ( 3,059 ) Cash and cash equivalents at beginning of period 19,232 30,521 Cash and cash equivalents at end of period $ 21,193 $ 27,462 See accompanying notes to the condensed consolidated financial statements. 5 Tredegar Corporation Condensed Consolidated Statements of Shareholders’ Equity (In Thousands, Except Share and Per Share Data) (Unaudited) The following summarizes the changes in shareholders’ equity for the three month period ended June 30, 2023: Common Stock Retained Earnings Trust for Savings Restoration Plan Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Balance April 1, 2023 $ 59,423 $ 287,308 $ ( 2,203 ) $ ( 142,919 ) $ 201,609 Net income (loss) — ( 18,922 ) — — ( 18,922 ) Foreign currency translation adjustment — — — 1,621 1,621 Derivative financial instruments adjustment — — — 368 368 Amortization of prior service costs and net gains or losses — — — 2,286 2,286 Cash dividends declared ($ 0.13 per share) — ( 4,468 ) — — ( 4,468 ) Stock-based compensation expense 655 — — — 655 Tredegar common stock purchased by trust for savings restoration plan — 15 ( 15 ) — — Balance June 30, 2023 $ 60,078 $ 263,933 $ ( 2,218 ) $ ( 138,644 ) $ 183,149 The following summarizes the changes in shareholders’ equity for the six month period ended June 30, 2023: Common Stock Retained Earnings Trust for Savings Restoration Plan Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Balance January 1, 2023 $ 58,824 $ 292,721 $ ( 2,188 ) $ ( 147,595 ) $ 201,762 Net income (loss) — ( 19,934 ) — — ( 19,934 ) Foreign currency translation adjustment — — — 2,741 2,741 Derivative financial instruments adjustment — — — 1,637 1,637 Amortization of prior service costs and net gains or losses — — — 4,573 4,573 Cash dividends declared ($ 0.26 per share) — ( 8,884 ) — — ( 8,884 ) Stock-based compensation expense 1,508 — — — 1,508 Repurchase of employee common stock for tax withholdings ( 254 ) — — — ( 254 ) Tredegar common stock purchased by trust for savings restoration plan — 30 ( 30 ) — — Balance June 30, 2023 $ 60,078 $ 263,933 $ ( 2,218 ) $ ( 138,644 ) $ 183,149 6 The following summarizes the changes in shareholders’ equity for the three month period ended June 30, 2022: Common Stock Retained Earnings Trust for Savings Restoration Plan Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Balance at April 1, 2022 $ 55,953 $ 293,563 $ ( 2,148 ) $ ( 135,500 ) $ 211,868 Net income (loss) — 14,869 — — 14,869 Foreign currency translation adjustment — — — ( 5,230 ) ( 5,230 ) Derivative financial instruments adjustment — — — ( 9,161 ) ( 9,161 ) Amortization of prior service costs and net gains or losses — — — 2,556 2,556 Cash dividends declared ($ 0.12 per share) — ( 4,075 ) — — ( 4,075 ) Stock-based compensation expense 958 — — — 958 Tredegar common stock purchased by trust for savings restoration plan — 13 ( 13 ) — — Balance at June 30, 2022 $ 56,911 $ 304,370 $ ( 2,161 ) $ ( 147,335 ) $ 211,785 The following summarizes the changes in shareholders’ equity for the six month period ended June 30, 2022: Common Stock Retained Earnings Trust for Savings Restoration Plan Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Balance at January 1, 2022 $ 55,174 $ 281,187 $ ( 2,135 ) $ ( 149,504 ) $ 184,722 Net income (loss) — 31,292 — — 31,292 Foreign currency translation adjustment — — — 306 306 Derivative financial instruments adjustment — — — ( 3,231 ) ( 3,231 ) Amortization of prior service costs and net gains or losses — — — 5,094 5,094 Cash dividends declared ($ 0.24 per share) — ( 8,135 ) — — ( 8,135 ) Stock-based compensation expense 2,133 — — — 2,133 Repurchase of employee common stock for tax withholdings ( 396 ) — — — ( 396 ) Tredegar common stock purchased by trust for savings restoration plan — 26 ( 26 ) — — Balance at June 30, 2022 $ 56,911 $ 304,370 $ ( 2,161 ) $ ( 147,335 ) $ 211,785 See accompanying notes to the condensed consolidated financial statements. 7 TREDEGAR CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION In the opinion of management, the accompanying condensed consolidated financial statements of Tredegar Corporation and its subsidiaries (“Tredegar,” “the Company,” “we,” “us” or “our”) contain all adjustments necessary to state fairly, in all material respects, Tredegar’s condensed consolidated financial position as of June 30, 2023, the condensed consolidated results of operations for the three and six months ended June 30, 2023 and 2022, the condensed consolidated cash flows for the six months ended June 30, 2023 and 2022, and the condensed consolidated changes in shareholders’ equity for the six months ended June 30, 2023 and 2022, in accordance with U.S. generally accepted accounting principles (“GAAP”). All such adjustments, unless otherwise detailed in the notes to the condensed consolidated financial statements, are deemed to be of a normal, recurring nature. The Company operates on a calendar fiscal year except for the Aluminum Extrusions segment, which operates on a 52/53-week fiscal year basis. As such, the fiscal second quarter for 2023 and 2022 for this segment references 13-week periods ended June 25, 2023 and June 26, 2022, respectively. The Company does not believe the impact of reporting the results of this segment as stated above is material to the consolidated financial results. The Company may fund or receive cash from the Aluminum Extrusions segment based on Aluminum Extrusion’s cash flows from operations during the intervening period from Aluminum Extrusion’s fiscal quarter end and the Company’s fiscal quarter end. There was no intercompany funding with Aluminum Extrusions between June 25, 2023 and June 30, 2023. The condensed consolidated financial statements as of December 31, 2022 that is included herein was derived from the audited consolidated financial statements provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”) but does not include all disclosures required by GAAP. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the 2022 Form 10-K. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year. Impairment of Goodwill The Company assesses goodwill for impairment when events or circumstances indicate that the carrying value may not be recoverable, or, at a minimum, on an annual basis (December 1st of each year). As of June 30, 2023, the Company’s reporting units with goodwill were Surface Protection in PE Films ("Surface Protection") and Futura in Aluminum Extrusions (“Futura”). No events or circumstances were identified during the second quarter of 2023 that indicate that Futura’s fair value is more likely than not less than its carrying amount. However, manufacturers in the supply chain for consumer electronics continue to experience reduced capacity utilization and inventory corrections. In light of the continued uncertainty about the timing of a recovery for this market and the expected adverse future impact to the Surface Protection business, the Company performed a Step 1 goodwill impairment analysis of the Surface Protection component of PE Films using projections that contemplate the expected market recovery and business conditions, as these events indicated Surface Protection’s fair value is more likely than not less than its carrying amount. The Company estimated the fair value of Surface Protection at June 30, 2023 by: (i) computing an estimated enterprise value (“EV”) utilizing the discounted cash flow method (the “DCF Method”), (ii) applying adjustments for any surplus or deficient working capital, (iii) adding cash and cash equivalents, and (iv) subtracting interest-bearing debt. The DCF Method was used since Surface Protection’s projections reflect the expected recovery from the weak market demand, competitive pricing and cash flows associated with new surface protection products, applications, customers, production efficiencies, and cost savings. The analysis concluded that the fair value of Surface Protection was less than its carrying value, thus a non-cash partial goodwill impairment of $ 15.4 million ($ 11.9 million after deferred income tax benefits) was recognized during the second quarter of 2023. Given the uncertain demand for Surface Protections products, it is reasonably possible that the cash flow estimates used in deriving such fair value measurements may change in the future. The Surface Protection reporting unit had goodwill of $ 41.9 million and $ 57.3 million as of June 30, 2023 and December 31, 2022, respectively. 8 Accounting Standards Adopted No Accounting Standard Updates issued by the Financial Accounting Standards Board were adopted during the second quarter of 2023. 2. ACCOUNTS AND OTHER RECEIVABLES As of June 30, 2023 and December 31, 2022, accounts receivable and other receivables, net include the following: (In thousands) June 30, 2023 December 31, 2022 Customer receivables $ 79,112 $ 83,667 Other receivables 2,233 3,874 Total accounts and other receivables 81,345 87,541 Less: Allowance for bad debts ( 2,206 ) ( 2,997 ) Total accounts and other receivables, net $ 79,139 $ 84,544 3. INVENTORIES The components of inventories are as follows: (In thousands) June 30, 2023 December 31, 2022 Finished goods $ 29,677 $ 34,686 Work-in-process 12,678 15,604 Raw materials 23,897 58,262 Stores, supplies and other 20,440 19,219 Total $ 86,692 $ 127,771 4. PENSION AND OTHER POSTRETIREMENT BENEFITS Tredegar sponsors a noncontributory defined benefit (pension) plan covering certain current and former U.S. employees. As of January 31, 2018, the plan no longer accrued benefits associated with crediting employees for service, thereby freezing all future benefits under the plan. On February 10, 2022, Tredegar announced the initiation of a process to terminate and settle its frozen defined benefit pension plan. In connection therewith, on February 9, 2022, the Company contributed $ 50 million to the pension plan (the “Special Contribution”). The Company estimates that, with the Special Contribution, there will be no required minimum contributions to the pension plan until final settlement. Tredegar also has a non-qualified supplemental pension plan covering certain employees. Effective December 31, 2005, further participation in this plan was terminated and benefit accruals for existing participants were frozen. Pension expense recognized for this plan was immaterial in the three and six months ended June 30, 2023 and 2022. This information has been included in the pension benefit table below. 9 The components of net periodic benefit cost for the pension and other postretirement benefit programs reflected in the condensed consolidated statements of income for the three and six months ended June 30, 2023 and 2022, are shown below: Pension Benefits Other Post-Retirement Benefits Three Months Ended June 30, Three Months Ended June 30, (In thousands) 2023 2022 2023 2022 Service cost $ — $ — $ 3 $ 5 Interest cost 3,028 2,225 71 51 Expected return on plan assets ( 2,607 ) ( 2,043 ) — — Amortization of prior service costs, (gains) losses and net transition asset 2,982 3,302 ( 59 ) ( 34 ) Net periodic benefit cost $ 3,403 $ 3,484 $ 15 $ 22 Pension Benefits Other Post-Retirement Benefits Six Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Service cost $ — $ — $ 6 $ 10 Interest cost 6,056 4,450 142 102 Expected return on plan assets ( 5,214 ) ( 4,098 ) — — Amortization of prior service costs, (gains) losses and net transition asset 5,965 6,586 ( 118 ) ( 68 ) Net periodic benefit cost $ 6,807 $ 6,938 $ 30 $ 44 Pension and other postretirement liabilities were $ 36.4 million and $ 35.7 million at June 30, 2023 and December 31, 2022, respectively ($ 0.7 million included in “Accrued expenses” at June 30, 2023 and December 31, 2022, respectively, with the remainder included in “Pension and other postretirement benefit obligations, net” in the condensed consolidated balance sheets). Tredegar funds its other postretirement benefits on a claims-made basis; for 2023, the Company anticipates the amount will be consistent with amounts paid for the year ended December 31, 2022, or approximately $ 0.5 million. 5. OTHER INCOME (EXPENSE), NET Other income (expense), net consists of the following: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Gain on investment in kaléo (a) $ — $ 1,406 $ 262 $ 1,406 COVID-19-related expenses, net of relief (b) — ( 96 ) — ( 308 ) Other ( 20 ) 32 ( 2 ) ( 57 ) Total $ ( 20 ) $ 1,342 $ 260 $ 1,041 (a) In January 2023, additional cash consideration of $ 0.3 million was received related to the customary post-closing adjustments on the sale of the investment in kaleo, Inc ("kaléo"), which was sold in December 2021. (b) Costs associated with operating under COVID-19 conditions include employee overtime expenses associated with absenteeism, personal protective equipment supplies and facility maintenance. 10 6. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income (loss) by the weighted average common and potentially dilutive common equivalent shares outstanding, determined as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2023 2022 2023 2022 Weighted average shares outstanding used to compute basic earnings per share 34,079 33,814 33,988 33,734 Incremental dilutive shares attributable to stock options and restricted stock — 40 — 42 Shares used to compute diluted earnings per share 34,079 33,854 33,988 33,776 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 Company had a net loss for the three and six months ended June 30, 2023, so there is no dilutive impact for such shares. If the Company had reported net income for the three and six months ended June 30, 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 3,019,333 and 2,830,849 , respectively. 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 2,525,104 and 2,501,406 for the three and six months ended June 30, 2022, respectively. 7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The changes in accumulated other comprehensive income (loss) by component for the three months ended June 30, 2023. (In thousands) Foreign Currency Translation Gain (Loss) on Derivative Financial Instruments Pension & Other Postretirement Benefit Adjust Total Accumulated Other Comprehensive Income (Loss) Balance at April 1, 2023 $ ( 84,959 ) $ ( 1,211 ) $ ( 56,749 ) $ ( 142,919 ) Other comprehensive income (loss) 1,800 2,488 — 4,288 Income tax (expense) benefit ( 179 ) ( 945 ) — ( 1,124 ) Other comprehensive income (loss), net of tax 1,621 1,543 — 3,164 Reclassification adjustment to net income (loss) — ( 1,621 ) 2,923 1,302 Income tax (expense) benefit — 446 ( 637 ) ( 191 ) Reclassification adjustment to net income (loss), net of tax — ( 1,175 ) 2,286 1,111 Other comprehensive income (loss), net of tax 1,621 368 2,286 4,275 Balance at June 30, 2023 $ ( 83,338 ) $ ( 843 ) $ ( 54,463 ) $ ( 138,644 ) 11 The changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2023. (In thousands) Foreign Currency Translation Gain (Loss) on Derivative Financial Instruments Pension & Other Postretirement Benefit Adjust Total Accumulated Other Comprehensive Income (Loss) Balance at January 1, 2023 $ ( 86,079 ) $ ( 2,480 ) $ ( 59,036 ) $ ( 147,595 ) Other comprehensive income (loss) 3,356 5,565 — 8,921 Income tax (expense) benefit ( 615 ) ( 2,031 ) — ( 2,646 ) Other comprehensive income (loss), net of tax 2,741 3,534 — 6,275 Reclassification adjustment to net income (loss) — ( 2,594 ) 5,847 3,253 Income tax (expense) benefit — 697 ( 1,274 ) ( 577 ) Reclassification adjustment to net income (loss), net of tax — ( 1,897 ) 4,573 2,676 Other comprehensive income (loss), net of tax 2,741 1,637 4,573 8,951 Balance at June 30, 2023 $ ( 83,338 ) $ ( 843 ) $ ( 54,463 ) $ ( 138,644 ) The changes in accumulated other comprehensive income (loss) by component for the three months ended June 30, 2022. (In thousands) Foreign Currency Translation Gain (Loss) on Derivative Financial Instruments Pension & Other Postretirement Benefit Adjust Total Accumulated Other Comprehensive Income (Loss) Balance at April 1, 2022 $ ( 80,256 ) $ 6,831 $ ( 62,075 ) $ ( 135,500 ) Other comprehensive income (loss) ( 5,712 ) ( 11,681 ) — ( 17,393 ) Income tax (expense) benefit 482 3,110 — 3,592 Other comprehensive income (loss), net of tax ( 5,230 ) ( 8,571 ) — ( 13,801 ) Reclassification adjustment to net income (loss) — ( 840 ) 3,268 2,428 Income tax (expense) benefit — 250 ( 712 ) ( 462 ) Reclassification adjustment to net income (loss), net of tax — ( 590 ) 2,556 1,966 Other comprehensive income (loss), net of tax ( 5,230 ) ( 9,161 ) 2,556 ( 11,835 ) Balance at June 30, 2022 $ ( 85,486 ) $ ( 2,330 ) $ ( 59,519 ) $ ( 147,335 ) 12 The changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2022. (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) 552 ( 1,678 ) — ( 1,126 ) Income tax (expense) benefit ( 246 ) ( 80 ) — ( 326 ) Other comprehensive income (loss), net of tax 306 ( 1,758 ) — ( 1,452 ) Reclassification adjustment to net income (loss) — ( 1,997 ) 6,518 4,521 Income tax (expense) benefit — 524 ( 1,424 ) ( 900 ) Reclassification adjustment to net income (loss), net of tax — ( 1,473 ) 5,094 3,621 Other comprehensive income (loss), net of tax 306 ( 3,231 ) 5,094 2,169 Balance at June 30, 2022 $ ( 85,486 ) $ ( 2,330 ) $ ( 59,519 ) $ ( 147,335 ) The amounts reclassified out of accumulated other comprehensive income (loss) related to pension and other postretirement benefits is included in the computation of net periodic pension costs. See Note 4 for additional details. 8. DERIVATIVES Tredegar uses derivative financial instruments for the purpose of hedging margin exposure from fixed-price forward sales contracts in Aluminum Extrusions and exposure from currency volatility that exists as part of ongoing business operations in Flexible Packaging Films. These derivative financial instruments are designated as and qualify as cash flow hedges and are recognized in the condensed consolidated balance sheet at fair value. If individual derivative instruments with the same counterparty can be settled on a net basis, the Company records the corresponding derivative fair values as a net asset or net liability. In the normal course of business, Aluminum Extrusions enters into fixed-price forward sales contracts with 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 have durations generally no longer than 12 months. The notional amount of aluminum futures contracts that hedged future purchases of aluminum to meet fixed-price forward sales contract obligations was $ 17.0 million ( 11.1 million pounds of aluminum) at June 30, 2023 and $ 30.7 million ( 20.3 million pounds of aluminum) at December 31, 2022. The table below summarizes the location and gross amounts of aluminum futures contract fair values (Level 2) in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (In thousands) Balance Sheet Account Fair Value Balance Sheet Account Fair Value Derivatives Designated as Hedging Instruments Asset derivatives: Aluminum futures contracts Prepaid expenses and other $ — Prepaid expenses and other $ 48 Liability derivatives: Aluminum futures contracts Accrued expenses ( 3,050 ) Accrued expenses ( 3,260 ) Aluminum futures contracts Other non-current liabilities ( 255 ) Other non-current liabilities ( 369 ) Net asset (liability) $ ( 3,305 ) $ ( 3,581 ) 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. 13 The Company's earnings are exposed to foreign currency exchange risk primarily through the translation of the financial statements of subsidiaries that have a functional currency other than the U.S. Dollar. The Company estimates that the net mismatch translation exposure for the Flexible Packaging Film's business unit in Brazil (“Terphane Ltda.”) of its sales and raw materials quoted or priced in U.S. Dollars and its variable conversion, fixed conversion and sales, general and administrative costs (before depreciation and amortization) quoted or priced in Brazilian Real ("R$") will result in an annual net cost of R$ 177 million for the full year of 2023. Terphane Ltda. had the following outstanding foreign exchange average forward rate contracts to purchase Brazilian Real and sell U.S. Dollars as of June 30, 2023: USD Notional Amount (000s) Average Forward Rate Contracted on USD/BRL R$ Equivalent Amount (000s) Applicable Month Estimated % of Terphane Ltda. R$ Operating Cost Exposure Hedged $ 2,154 5.6378 R$ 12,144 Jul-23 83 % $ 2,020 5.6831 R$ 11,480 Aug-23 78 % $ 2,071 5.7174 R$ 11,841 Sep-23 80 % $ 2,013 5.7556 R$ 11,586 Oct-23 79 % $ 2,018 5.7836 R$ 11,671 Nov-23 79 % $ 1,786 5.8312 R$ 10,414 Dec-23 71 % $ 659 5.7360 R$ 3,780 Jan-24 23 % $ 659 5.7562 R$ 3,793 Feb-24 23 % $ 659 5.7774 R$ 3,807 Mar-24 23 % $ 659 5.8000 R$ 3,822 Apr-24 23 % $ 659 5.8207 R$ 3,836 May-24 24 % $ 659 5.8419 R$ 3,850 Jun-24 24 % $ 659 5.8636 R$ 3,864 Jul-24 24 % $ 659 5.8872 R$ 3,880 Aug-24 24 % $ 659 5.9118 R$ 3,896 Sep-24 24 % $ 659 5.9350 R$ 3,911 Oct-24 24 % $ 659 5.9581 R$ 3,926 Nov-24 24 % $ 659 5.9813 R$ 3,942 Dec-24 24 % $ 19,970 5.7808 R$ 115,443 40 % These foreign currency exchange contracts have been designated and qualify as cash flow hedges of Terphane Ltda.’s forecasted sales to customers quoted or priced in U.S. Dollars over that period. By changing the currency risk associated with these U.S. Dollar sales, the derivatives have the effect of offsetting operating costs quoted or priced in Brazilian Real and decreasing the net exposure to Brazilian Real in the condensed consolidated statements of income. The table below summarizes the location and gross amounts of foreign currency forward contract fair values (Level 2) in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (In thousands) Balance Sheet Account Fair Value Balance Sheet Account Fair Value Derivatives Designated as Hedging Instruments Asset derivatives: Foreign currency forward contracts Prepaid expenses and other $ 2,974 Prepaid expenses and other $ 781 Foreign currency forward contracts Other assets 723 Other assets 33 Liability derivatives: Foreign currency forward contracts Accrued expenses — Other non-current liabilities ( 3 ) Net asset (liability) $ 3,697 $ 811 14 These derivative contracts involve elements of market risk that are not reflected on the condensed consolidated balance sheet, including the risk of dealing with counterparties and their ability to meet the terms of the contracts. The counterparties to any forward purchase commitments are major aluminum brokers and suppliers, and the counterparties to any aluminum futures contracts are major financial institutions. Fixed-price forward sales contracts are only made available to the best and most credit-worthy customers. The counterparties to the Company’s foreign currency cash flow hedge contracts are major financial institutions. The pre-tax effect on net income (loss) and other comprehensive income (loss) of derivative instruments classified as cash flow hedges and described in the previous paragraphs for the three and six month periods ended June 30, 2023 and 2022 is summarized in the table below: Cash Flow Derivative Hedges Three Months Ended June 30, Aluminum Futures Contracts Foreign Currency Forwards (In thousands) 2023 2022 2023 2022 Amount of pre-tax gain (loss) recognized in other comprehensive income (loss) $ 557 $ ( 9,923 ) $ — $ 1,931 $ — $ ( 1,758 ) Location of gain (loss) reclassified from accumulated other comprehensive income (loss) into net income (effective portion) Cost of goods sold Cost of goods sold Cost of goods sold Selling, general & admin Cost of goods sold Selling, general & admin Amount of pre-tax gain (loss) reclassified from accumulated other comprehensive income (loss) to net income (effective portion) $ 885 $ 293 $ 15 $ 721 $ 15 $ 532 Six Months Ended June 30, Aluminum Futures Contracts Foreign Currency Forwards 2023 2022 2023 2022 Amount of pre-tax gain (loss) recognized in other comprehensive income (loss) $ 1,959 $ ( 3,741 ) $ — $ 3,606 $ — $ 2,063 Location of gain (loss) reclassified from accumulated other comprehensive income (loss) into net income (effective portion) Cost of goods sold Cost of goods sold Cost of goods sold Selling, general & admin Cost of goods sold Selling, general & admin Amount of pre-tax gain (loss) reclassified from accumulated other comprehensive income (loss) to net income (effective portion) $ 1,557 $ 1,298 $ 30 $ 1,007 $ 30 $ 669 As of June 30, 2023, the Company expects $ 1.8 million of unrealized after-tax losses on aluminum and foreign currency derivative instruments reported in accumulated other comprehensive income (loss) to be reclassified to earnings within the next 12 months. For the three and six month periods ended June 30, 2023 and 2022, net gains or losses realized, from previously unrealized net gains or losses on hedges that had been discontinued, were not material. 15 9. INCOME TAXES Tredegar recorded tax benefit of $ 3.0 million on pre-tax loss of $ 22.9 million in the first six months of 2023. Therefore, the effective tax rate in the first six months of 2023 was 13.1 %, compared to 16.9 % in the first six months of 2022. The change in the effective tax rate is primarily due to a pre-tax loss in first six months of 2023 versus pre-tax income in first six months of 2022, lower Brazil tax incentives, a discrete charge in the second quarter of 2023 for a Brazil tax law change and 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 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 tax effect of the reduction of the U.S. deferred tax liability resulted in the discrete tax benefit described above. In the second quarter of 2023, Brazil enacted new tax legislation which will likely cause the Brazil income tax to once again be creditable after 2023. This law change caused a partial reversal of the discrete tax benefit recognized in the first quarter of 2022 described above, which increased the deferred tax liability related to anticipated future income from Brazil. Total deferred tax assets increased during the second quarter of 2023 compared to December 31, 2022 primarily due to changes in other comprehensive income, increase in net operational loss and decrease in deferred tax liability related to the goodwill impairment that took place in second quarter of 2023. Tredegar accrues U.S. federal income taxes on unremitted earnings of foreign subsidiaries where required. However, due to changes in the taxation of dividends under the U.S. Tax Cuts and Jobs Act of 2017, Tredegar will only record 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. The Brazilian federal statutory income tax rate is a composite of 34.0 % ( 25.0 % of income tax and 9.0 % of social contribution on income). Terphane Ltda.’s manufacturing facility in Brazil is the beneficiary of certain income tax incentives that allow for a reduction in the statutory Brazilian federal income tax rate to 15.25 % levied on the operating profit on certain of its products. The incentives have been granted for a 10-year period, from the commencement date of January 1, 2015 and expiring at the end of 2024. The benefit from the tax incentives was $ 0.4 million and $ 2.6 million in the first six months of 2023 and 2022, respectively. Tredegar and its subsidiaries file income tax returns in the U.S., various states, and jurisdictions outside the U.S. With exceptions for some U.S. states and non-U.S. jurisdictions, Tredegar and its subsidiaries as of June 30, 2023 are no longer subject to U.S. federal, state or non-U.S. income tax examinations by tax authorities for years before 2018 . 10. BUSINESS SEGMENTS The Company’s business segments are Aluminum Extrusions, PE Films, and Flexible Packaging Films. Information by business segment is reported below. There are no accounting transactions between segments and no allocations to segments. The Company’s reportable segments are based on its method of internal reporting, which is generally segregated by differences in products. Accounting standards for presentation of segments require an approach based on the way the Company organizes the segments for making operating decisions and how the 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. 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. 16 The following table presents net sales and EBITDA from ongoing operations by segment for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Net Sales Aluminum Extrusions $ 121,827 $ 190,308 $ 255,197 $ 348,417 PE Films 15,918 31,424 36,099 62,555 Flexible Packaging Films 33,223 41,595 64,750 80,839 Total net sales 170,968 263,327 356,046 491,811 Add back freight 7,199 11,036 13,243 19,118 Sales as shown in the condensed consolidated statements of income (loss) $ 178,167 $ 274,363 $ 369,289 $ 510,929 EBITDA from Ongoing Operations Aluminum Extrusions: Ongoing operations: EBITDA $ 10,217 $ 21,895 $ 24,855 $ 45,814 Depreciation & amortization ( 4,158 ) ( 4,169 ) ( 8,569 ) ( 8,430 ) EBIT 6,059 17,726 16,286 37,384 Plant shutdowns, asset impairments, restructurings and other 155 16 ( 339 ) ( 89 ) PE Films: Ongoing operations: EBITDA 814 7,065 2,663 14,112 Depreciation & amortization ( 1,552 ) ( 1,559 ) ( 3,195 ) ( 3,154 ) EBIT ( 738 ) 5,506 ( 532 ) 10,958 Plant shutdowns, asset impairments, restructurings and other — ( 50 ) 2 ( 153 ) Goodwill impairment ( 15,413 ) — ( 15,413 ) — Flexible Packaging Films: Ongoing operations: EBITDA 249 7,631 1,599 12,665 Depreciation & amortization ( 711 ) ( 583 ) ( 1,411 ) ( 1,132 ) EBIT ( 462 ) 7,048 188 11,533 Plant shutdowns, asset impairments, restructurings and other ( 1 ) ( 37 ) ( 79 ) ( 80 ) Total ( 10,400 ) 30,209 113 59,553 Interest income 30 3 74 32 Interest expense 2,374 1,234 4,686 2,020 Gain on investment in kaléo — 1,406 262 1,406 Stock option-based compensation costs — 251 231 882 Corporate expenses, net 9,509 9,708 18,466 20,463 Income (loss) before income taxes ( 22,253 ) 20,425 ( 22,934 ) 37,626 Income tax expense (benefit) ( 3,331 ) 5,556 ( 3,000 ) 6,334 Net income (loss) $ ( 18,922 ) $ 14,869 $ ( 19,934 ) $ 31,292 17 The following table presents identifiable assets by segment at June 30, 2023 and December 31, 2022: (In thousands) June 30, 2023 December 31, 2022 Aluminum Extrusions $ 266,426 $ 293,308 PE Films 82,191 102,431 Flexible Packaging Films 91,568 103,448 Subtotal 440,185 499,187 General corporate 23,491 23,674 Cash and cash equivalents 21,193 19,232 Total $ 484,869 $ 542,093 The following tables disaggregate the Company’s revenue by geographic area and product group for the three and six months ended June 30, 2023 and 2022: Net Sales by Geographic Area (a) Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 United States $ 133,417 $ 213,955 $ 284,027 $ 396,092 Exports from the United States to: Asia 5,477 14,680 11,209 27,145 Latin America 1,817 1,245 3,676 2,686 Canada 4,955 4,173 9,239 8,366 Europe 272 1,085 1,132 2,448 Operations outside the United States: Brazil 24,975 28,189 46,603 55,074 Asia 55 — 160 — Total $ 170,968 $ 263,327 $ 356,046 $ 491,811 (a) Export sales relate mostly to PE Films. Operations in Brazil relate to Flexible Packaging Films. The Company’s facilities in Pottsville, PA (“PV”) and Guangzhou, China (“GZ”) have a tolling arrangement whereby certain surface protection films are manufactured in GZ for a fee with raw materials supplied from PV that are then shipped by GZ directly to customers principally in the Asian market, but paid by customers directly to PV. Amounts associated with this intercompany tolling arrangement are reported in the table above as export sales from the U.S. to Asia, and include net sales of $ 3.4 million and $ 5.3 million in the second quarter of 2023 and 2022, respectively, and $ 6.8 million and $ 11.7 million in the first six months of 2023 and 2022, respectively. 18 Net Sales by Product Group Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Aluminum Extrusions: Nonresidential building & construction $ 65,784 $ 99,302 $ 144,413 $ 180,223 Consumer durables 11,714 18,805 22,061 35,695 Automotive 11,769 14,473 23,891 28,314 Residential building & construction 10,056 20,948 21,659 37,413 Electrical 6,078 9,687 14,207 16,974 Machinery & equipment 11,082 15,929 21,806 28,874 Distribution 5,344 11,164 7,160 20,924 Subtotal 121,827 190,308 255,197 348,417 PE Films: Surface protection films 8,643 23,674 21,497 45,822 Overwrap packaging 7,275 7,750 14,602 16,733 Subtotal 15,918 31,424 36,099 62,555 Flexible Packaging Films 33,223 41,595 64,750 80,839 Total $ 170,968 $ 263,327 $ 356,046 $ 491,811 11. SUPPLY CHAIN FINANCING The Company has 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 the third-party financial institution. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers’ decisions to finance amounts under the supply chain finance agreements. As of June 30, 2023 and December 31, 2022, $ 14.6 million and $ 25.9 million, respectively, of the Company’s accounts payable were financed by participating suppliers through third-party financial institutions. 19 12. SUBSEQUENT EVENTS Closure of PE Films Technical Center On August 3, 2023, the Company adopted a plan to close the PE Films technical center in Richmond, VA and reduce its efforts to develop and sell films supporting the semiconductor market. Future research & development activities for PE Films will be performed at the facility in Pottsville, PA. PE Films continues to have new business opportunities primarily relating to surface protection films that protect components of flat panel and flexible displays. The Company anticipates all activities to cease at the PE Films technical center in Richmond, VA, by the end of 2023. The Company expects to recognize cash costs associated with exit activities of $ 1.8 million for: (i) severance and related costs ($ 0.9 million), (ii) vacating the facility lease ($ 0.6 million payable through June 2025), and (iii) building closure costs ($ 0.3 million). In addition, the Company expects non-cash asset write-offs and accelerated depreciation of up to $ 4.5 million. Net annual cash savings of $ 3.4 million are anticipated, beginning in the fourth quarter of 2023. Entry into an Amendment to the Credit Agreement and Suspension of Regular Quarterly Dividend Subsequent to June 30, 2023, to reduce the risk of potential violations of the primary financial restrictive covenants in its five-year, revolving, secured credit facility that matures on June 29, 2027 (the "Credit Agreement"), the Company (i) suspended its regular quarterly dividend (which had an annual cash outlay of approximately $ 17.7 million) and (ii) amended the Credit Agreement, effective August 3, 2023, to: a. Change the fiscal quarter maximum Total Net Leverage Ratio covenant from 4.0 x to: (i) 5.0 x for the quarters ending September 30, 2023 through March 31, 2024, (ii) 4.75 x for the quarter ending June 30, 2024, (iii) 4.25 for the quarter ending September 30, 2024, and (iv) 4.0 x for the quarter ending December 31, 2024 and thereafter. b. Change the fiscal quarter minimum Interest Coverage Ratio covenant from 3.0 x to: (i) 2.50 x for the quarters ending September 30, 2023 through June 30, 2024, (ii) 2.75 x for the quarter ending September 30, 2024, and (iii) 3.0 x for the quarter ending December 31, 2024 and thereafter. c. Reduce the maximum borrowing availability from $ 375 million to $ 200 million. d. Increase the drawn spread by 25 basis points across all levels of the interest rate pricing grid, beginning the quarter ending September 30, 2023. e. Amend the restricted payments covenant to prohibit dividends and share repurchases during fiscal quarters ending September 30, 2023 through December 31, 2024. 20