2 unchanged sentences
Risk Factors” in the 2022 Form 10-K, there are a number of risks and uncertainties that can have a material effect on the operating results of our businesses and our financial condition.
−Removed: Except as set forth below, there are no material updates or changes to our risk factors previously disclosed in the 2022 Form 10-K.
−Removed: Further impairment of the Surface Protection reporting unit’s goodwill could have a material non-cash adverse impact on our results of operations.
−Removed: 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).
−Removed: The valuation of goodwill depends on a variety of factors, including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, as well as Company and reporting unit factors, and goodwill impairment valuations can be sensitive to assumptions associated with such factors.
−Removed: Failure to successfully achieve projections could result in future impairments.
−Removed: Manufacturers in the supply chain for consumer electronics continue to experience reduced capacity utilization and inventory corrections.
−Removed: 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, as of June 30, 2023 the Company performed a goodwill impairment analysis of the Surface Protection component of PE Films using projections that contemplate the expected market recovery and business conditions.
−Removed: 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.
−Removed: Further impairment to the Surface Protection reporting unit’s goodwill may be caused by factors outside the Company’s control, such as increasing competitive pricing pressures, continued weak consumer electronic market demand, lower than expected sales and profit growth rates, and various other factors.
−Removed: Significant and unanticipated changes could require an
−Removed: additional non-cash charge for impairment in a future period, which may significantly affect the Company’s results of operations in the period of such charge.
+Added: Except as set forth below, there are no material updates or changes to our risk factors previously disclosed in the 2022 Form 10-K and the Second Quarter 2023 Form 10-Q.
+Added: The planned divestiture of the flexible packaging business (“Terphane”) to Oben Group is subject to a number of conditions beyond our control.
+Added: On September 1, 2023, the Company announced that it had entered into a definitive agreement to sell Terphane to Oben Group.
+Added: Completion of the sale is contingent upon the satisfaction of customary closing conditions, including the receipt of certain competition filing approvals by authorities in Brazil and Columbia.
+Added: On October 27, 2023, the Company filed the requisite competition forms with the Administrative Council for Economic Defense (“CADE”) in Brazil, which the Company views as the primary competition authority regarding this matter.
+Added: This filing followed a pre-filing phase for CADE’s initial review.
+Added: CADE published related materials for public comment on November 6, 2023.
+Added: CADE’s deadline for completing its review is no later than September 23, 2024.
+Added: It cannot be predicted with certainty whether all of the required closing conditions will be satisfied, waived or if other uncertainties may arise.
+Added: Regulators could impose additional requirements or obligations as conditions for their approval, which may be burdensome.
+Added: If such closing conditions are not met or additional obligations are imposed, the proposed sale may not be consummated, encounter delays, or experience other issues that are not currently anticipated.
+Added: Because the anticipated amendment to the Credit Agreement to implement the Company’s transition to a senior secured asset-based revolving credit facility has not been finalized and remains subject to satisfactory documentation, it may not be completed by the end of 2023.
+Added: Between the dates of November 4, 2023 and November 8, 2023, the Company oversaw the execution of consent advice letters by a majority of the lending group to the Credit Agreement (the “Advice Letters”).
+Added: Pursuant to the Advice Letters, these lending group members confirmed their agreement to consent to an amendment to the Credit Agreement (the “Credit Agreement Amendment”) to implement the Company’s transition to a senior secured asset-based revolving credit facility (the “ABL Credit Facility”), subject to satisfactory documentation.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.