UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
EXCHANGE ACT OF 1934
For the quarterly period ended
or
EXCHANGE ACT OF 1934
For the transition period from to
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TABLE OF CONTENTS
2
Trinseo PLC
Quarterly Report on Form 10-Q
For the quarterly period ended March 31, 2025
Unless otherwise indicated or required by context, as used in this Quarterly Report on Form 10-Q (“Quarterly Report”), the term “Trinseo PLC” refers to Trinseo PLC (NYSE: TSE), a public limited company existing under the laws of Ireland, and not its subsidiaries. The terms “Trinseo”, the “Company,” “we,” “us” and “our” refer to Trinseo PLC and its consolidated subsidiaries, taken as a consolidated entity. All financial data provided in this Quarterly Report is the financial data of Trinseo PLC, unless otherwise indicated. Prior to the formation of the Company, our business was wholly owned by The Dow Chemical Company (together with other affiliates, “Dow”). The Company may distribute cash to shareholders under Irish law via dividends or distributions made from distributable profits.
Definitions of capitalized terms not defined herein appear within our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on February 27, 2025.
Cautionary Note on Forward-Looking Statements
This Quarterly Report contains, without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts. Forward-looking statements may be identified by the use of words like “expect,” “anticipate,” “believe,” “intend,” “forecast,” ”estimate,” “see,” “outlook,” “will,” “may,” “might,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “would,” or expressions of similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on our current expectations and assumptions regarding our business, the economy, our current indebtedness and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.
Specific factors that may cause future results to differ from those expressed by the forward-looking statements, or otherwise impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. Factors that might cause future results to differ from those expressed by the forward-looking statements include, but are not limited to, conditions in the global economy and capital markets, including recessionary conditions and the impact of tariffs on global trade relations; our ability to successfully generate cost savings through restructuring and cost reduction initiatives; our ability to successfully execute our business and transformation strategy; increased costs or disruption in the supply of raw materials; deterioration of our credit profile limiting our access to commercial credit; increased energy costs; the timing of, and our ability to complete, a sale of our interest in Americas Styrenics; compliance with laws and regulations impacting our business; any disruptions in production at our chemical manufacturing facilities, including those resulting from accidental spills or discharges; our current and future levels of indebtedness and our ability to service, repay or refinance our indebtedness; our ability to meet the covenants under our existing indebtedness; our ability to generate cash flows from operations and achieve our forecasted cash flows; and those discussed in our Annual Report filed with the SEC on February 27, 2025 under Part I, Item IA— “Risk Factors,” within this Quarterly Report and in other filings and furnishings made by the Company with the SEC from time to time.
As a result of these or other factors, our actual results, performance or achievements may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on these forward-looking statements. The forward-looking statements included in this Quarterly Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge through the Investor Relations section of our website, www.trinseo.com, as soon as reasonably practicable after the reports are electronically filed or furnished with the SEC. We provide this website and information contained in or connected to it for informational purposes only. That information is not a part of this Quarterly Report.
3
PART I —FINANCIAL INFORMATION
Item 1. Financial Statements
TRINSEO PLC
Condensed Consolidated Balance Sheets
(In millions, except per share data)
(Unaudited)
March 31, | December 31, | |||||
| 2025 | 2024 | ||||
Assets |
|
| ||||
Current assets | ||||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net of allowances (March 31, 2025: $ | | | ||||
Inventories |
| |
| | ||
Other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Investments in unconsolidated affiliates |
| |
| | ||
Property, plant and equipment, net of accumulated depreciation (March 31, 2025: $ |
| | | |||
Other assets | ||||||
Goodwill |
| |
| | ||
Other intangible assets, net |
| |
| | ||
Right-of-use assets – operating, net | | | ||||
Deferred income tax assets |
| |
| | ||
Deferred charges and other assets |
| |
| | ||
Total other assets |
| |
| | ||
Total assets | $ | | $ | | ||
Liabilities and shareholders’ equity (deficit) | ||||||
Current liabilities | ||||||
Short-term borrowings and current portion of long-term debt | $ | | $ | | ||
Accounts payable |
| |
| | ||
Current lease liabilities – operating | | | ||||
Income taxes payable |
| |
| | ||
Accrued expenses and other current liabilities |
| |
| | ||
Total current liabilities |
| |
| | ||
Noncurrent liabilities | ||||||
Long-term debt, net of unamortized deferred financing fees |
| |
| | ||
Noncurrent lease liabilities – operating | | | ||||
Deferred income tax liabilities |
| |
| | ||
Other noncurrent obligations |
| |
| | ||
Total noncurrent liabilities |
| |
| | ||
Commitments and contingencies (Note 13) | ||||||
Shareholders’ equity (deficit) | ||||||
Ordinary shares, $ | | | ||||
Preferred shares, € | ||||||
Deferred ordinary shares, € | — | — | ||||
Additional paid-in-capital |
| |
| | ||
Treasury shares, at cost (March 31, 2025: | ( | ( | ||||
Accumulated deficit |
| ( |
| ( | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Total shareholders’ equity (deficit) |
| ( |
| ( | ||
Total liabilities and shareholders’ equity (deficit) | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
TRINSEO PLC
Condensed Consolidated Statements of Operations
(In millions, except per share data)
(Unaudited)
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Net sales |
| $ | |
| $ | |
Cost of sales |
| |
| | ||
Gross profit |
| |
| | ||
Selling, general and administrative expenses |
| |
| | ||
Equity in earnings (losses) of unconsolidated affiliates |
| ( |
| | ||
Operating loss |
| ( |
| ( | ||
Interest expense, net |
| |
| | ||
Other expense (income), net |
| ( |
| | ||
Loss before income taxes |
| ( |
| ( | ||
Provision for income taxes |
| |
| | ||
Net loss | $ | ( | $ | ( | ||
Weighted average shares‒basic | | | ||||
Net loss per share‒basic: | $ | ( | $ | ( | ||
Weighted average shares‒diluted |
| |
| | ||
Net loss per share‒diluted: | $ | ( | $ | ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
TRINSEO PLC
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In millions)
(Unaudited)
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Net loss |
| $ | ( | $ | ( | |
Other comprehensive income (loss), net of tax: |
| |||||
Cumulative translation adjustments | | ( | ||||
Net gain on cash flow hedges (net of tax of $ | — | | ||||
Pension and other postretirement benefit plans: | ||||||
Amounts reclassified from accumulated other comprehensive loss | ( | ( | ||||
Total other comprehensive income (loss), net of tax |
| |
| ( | ||
Comprehensive loss | $ | ( | $ | ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
TRINSEO PLC
Condensed Consolidated Statements of Shareholders’ Equity (Deficit)
(In millions, except per share data)
(Unaudited)
| Shares |
| Shareholders' Equity (Deficit) | ||||||||||||||||||||||||
| Ordinary Shares Outstanding |
| Treasury Shares | Deferred Ordinary Shares |
| Ordinary Shares | Deferred Ordinary Shares | Additional |
| Treasury Shares |
| Accumulated Other Comprehensive Loss |
| Accumulated Deficit |
| Total | |||||||||||
Balance at December 31, 2024 |
| | | — | $ | | $ | — | $ | | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
Net loss |
| — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Other comprehensive income |
| — | — | — | — | — | — | — | | — | | ||||||||||||||||
Share-based compensation activity |
| | — | — | — | — | | — | — | — | | ||||||||||||||||
Dividends on ordinary shares ($ | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Balance at March 31, 2025 |
| | | — | $ | | $ | — | $ | | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
Balance at December 31, 2023 |
| | | — | $ | | $ | — | $ | | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
Net loss |
| — | — | — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||||
Other comprehensive loss |
| — | — | — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||||||
Share-based compensation activity |
| | — | — |
| — |
| — |
| |
| — |
| — |
| — |
| | |||||||||
Dividends on ordinary shares ($ | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Balance at March 31, 2024 |
| | | — | $ | | $ | — | $ | | $ | ( | $ | ( | $ | ( | $ | ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
TRINSEO PLC
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Cash flows from operating activities |
|
|
|
| ||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||||||
Depreciation and amortization |
| |
| | ||
Amortization of deferred financing fees and issuance discount (premium) |
| |
| | ||
Deferred income tax (benefit) |
| |
| ( | ||
Share-based compensation expense |
| |
| | ||
(Earnings) losses of unconsolidated affiliate, net of dividends |
| |
| ( | ||
Unrealized net (gain) loss on foreign exchange forward contracts |
| |
| ( | ||
Unrealized net loss on commodity economic swap contracts | | | ||||
Loss on extinguishment of long-term debt |
| | — | |||
Gain on sale of other assets |
| — | ( | |||
Changes in assets and liabilities | ||||||
Accounts receivable |
| ( |
| ( | ||
Inventories |
| ( |
| ( | ||
Accounts payable and other current liabilities |
| |
| | ||
Income taxes payable |
| ( |
| | ||
Other assets, net |
| |
| | ||
Other liabilities, net |
| ( |
| ( | ||
Cash used in operating activities | ( | ( | ||||
Cash flows from investing activities | ||||||
Capital expenditures |
| ( |
| ( | ||
Proceeds from the sale of other assets |
| — |
| | ||
Cash used in investing activities | ( | ( | ||||
Cash flows from financing activities | ||||||
Deferred financing fees |
| ( |
| | ||
Short-term borrowings, net |
| ( |
| ( | ||
Dividends paid | ( | ( | ||||
Acquisition-related contingent consideration payment | — | ( | ||||
Repurchases and repayments of long-term debt | ( | ( | ||||
Net proceeds from issuance of 2028 Refinance Term Loans | | — | ||||
Repayments of 2025 Senior Notes | ( | — | ||||
Proceeds from Accounts Receivable Securitization Facility |
| |
| | ||
Repayments of Accounts Receivable Securitization Facility |
| ( |
| ( | ||
Cash provided by (used in) financing activities |
| |
| ( | ||
Effect of exchange rates on cash |
| |
| ( | ||
Net change in cash, cash equivalents, and restricted cash |
| ( |
| ( | ||
Cash, cash equivalents, and restricted cash—beginning of period |
| |
| | ||
Cash, cash equivalents, and restricted cash—end of period | $ | | $ | | ||
Less: Restricted cash | | | ||||
Cash and cash equivalents—end of period | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
TRINSEO PLC
Notes to Condensed Consolidated Financial Statements
(Dollars in millions, unless otherwise stated)
(Unaudited)
NOTE 1—BASIS OF PRESENTATION
The unaudited interim condensed consolidated financial statements of Trinseo PLC and its subsidiaries (the “Company”) as of and for the periods ended March 31, 2025 and 2024 were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are considered necessary for the fair statement of the results for the periods presented. Because they cover interim periods, the statements and related notes to the financial statements do not include all disclosures normally provided in annual financial statements, and therefore, these statements should be read in conjunction with the 2024 audited consolidated financial statements included within the Company’s Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on February 27, 2025. The Company’s condensed consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts and related disclosures as of and for the period ended March 31, 2025. However, actual results could differ from these estimates and assumptions.
The December 31, 2024 condensed consolidated balance sheet data presented herein was derived from the Company’s December 31, 2024 audited consolidated financial statements, but does not include all disclosures required by GAAP for annual periods.
Effective October 1, 2024, the Company changed the management of its businesses to better reflect the Company’s strategic focus on providing solutions in areas such as sustainability and material substitution. The Compounding business within the Plastics Solutions segment was combined with the Engineered Materials segment, while the remaining Plastics Solutions businesses were combined with the Polystyrene segment and renamed Polymer Solutions. As a result, the Company realigned its reporting segments to reflect the new model under which the business is managed with
Throughout this Quarterly Report, unless otherwise indicated, amounts and activity are presented on a continuing operations basis.
NOTE 2—RECENT ACCOUNTING GUIDANCE
As of March 31, 2025, there was no recently issued accounting standards which would have a material effect on the Company’s condensed consolidated financial statements.
NOTE 3—NET SALES
Refer to the Annual Report for information on the Company's accounting policies and further background related to its net sales.
The following table provides disclosure of net sales to external customers by primary geographical market (based on the location where sales originated), by segment for the three months ended March 31, 2025 and 2024. Prior period
9
balances in this table have been reclassified to reflect the current segment structure. Refer to Note 16 for further information.
Engineered | Latex | Polymer | ||||||||||
Three Months Ended | Materials | Binders | Solutions | Total | ||||||||
March 31, 2025 | ||||||||||||
United States | $ | | $ | | $ | | $ | | ||||
Europe |
| |
| |
| |
| | ||||
Asia-Pacific |
| |
| |
| |
| | ||||
Rest of World |
| |
| |
| |
| | ||||
Total | $ | | $ | | $ | | $ | | ||||
March 31, 2024 | ||||||||||||
United States | $ | | $ | | $ | | $ | | ||||
Europe |
| |
| |
| |
| | ||||
Asia-Pacific |
| |
| |
| |
| | ||||
Rest of World |
| |
| |
| |
| | ||||
Total | $ | | $ | | $ | | $ | |
NOTE 4—RESTRUCTURING ACTIVITIES
Refer to the Annual Report for further details regarding the Company’s previously announced restructuring activities included in the tables below. Restructuring charges are included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations.
2024 Restructuring Plan and Stade Shutdown
On September 26, 2024, the Board of Directors of the Company approved a restructuring plan (“2024 Restructuring Plan”) designed to reduce costs by streamlining commercial and operational activities and to further improve profitability and better position the Company for longer term growth and cash flow generation. The 2024 Restructuring Plan included: (i) combining the management of Engineered Materials, Plastics Solutions and Polystyrene businesses, (ii) a reduction in workforce of supporting functions, and (iii) the exit of virgin polycarbonate production at its Stade, Germany production facility. On November 13, 2024, the Company announced its decision to exit its Stade, Germany polycarbonate plant (“Stade Shutdown”).
The Company
The Company expects to incur incremental contract terminations of $
Three Months Ended | |||
2024 Restructuring Plan and Stade Shutdown Charges (Credits) by Segment |
| March 31, 2025 | |
Engineered Materials | $ | ( | |
Latex Binders | — | ||
Polymer Solutions | | ||
Corporate (1) | | ||
Total | $ | |
10
(1) | The charges related to this restructuring plan that were not allocated to a specific segment were included within Corporate as unallocated charges. |
The following table summarizes the activities related to the 2024 Restructuring Plan and Stade Shutdown:
2024 Restructuring Plan and Stade Shutdown |
| Severance and Related Benefit Cost | Asset Related Charges (2) | Contract Terminations | Total | |||||||
Reserve balance at December 31, 2024 | $ | | $ | — | $ | | $ | | ||||
Restructuring charges (credits) | ( | | | | ||||||||
Payments (1) | ( | — | ( | ( | ||||||||
Asset write-offs | — | ( | — | ( | ||||||||
Reserve balance at March 31, 2025 | $ | | $ | — | $ | — | $ | |
(1) | Includes immaterial impacts of foreign currency remeasurement. |
(2) | Excludes $ |
Asset Optimization and Corporate Restructuring
On August 23, 2023, the Company announced a restructuring plan (“Asset Optimization and Corporate Restructuring plan”) to optimize its PMMA sheet network, primarily in Europe, consolidate manufacturing operations and certain other workforce reductions to streamline its general & administrative network. The Asset Optimization and Corporate Restructuring plan includes closure of certain plants and product lines. On October 26, 2023, the Company approved additional actions.
The Company
The following table summarizes the charges (credits) incurred by segment related to the Asset Optimization and Corporate Restructuring plan:
Three Months Ended | ||||||
March 31, | ||||||
Asset Optimization and Corporate Restructuring Plan Charges (Credits) by Segment |
| 2025 |
| 2024 | ||
Engineered Materials | $ | | $ | | ||
Polymer Solutions | | | ||||
Corporate (1) | ( | | ||||
Total | $ | | $ | |
(1) | The charges (credits) related to this restructuring plan that were not allocated to a specific segment were included within Corporate as unallocated charges. |
11
The following table summarizes the activities related to the Asset Optimization and Corporate Restructuring plan:
Asset Optimization and Corporate Restructuring Plan |
| Severance and Related Benefit Cost | Asset Related Charges | Contract Terminations | Total | |||||||
Reserve balance at December 31, 2024 | $ | | $ | — | $ | — | $ | | ||||
Restructuring charges | | | — | | ||||||||
Payments (1) | ( | ( | — | ( | ||||||||
Asset write-offs | — | — | — | — | ||||||||
Reserve balance at March 31, 2025 | $ | | $ | — | $ | — | $ | |
(1) | Includes immaterial impacts of foreign currency remeasurement. |
Asset Restructuring Plan
In December 2022, the Company announced an Asset Restructuring Plan”) that included the closure of certain uncompetitive plants and product lines, including, among other sites, the closure of manufacturing operations at the styrene production facility in Boehlen, Germany.
The Company
The Company expects to incur an incremental $
The following table summarizes the charges (credits) incurred by segment related to the Asset Restructuring Plan:
Three Months Ended | ||||||
March 31, | ||||||
Asset Restructuring Plan Charges (Credits) by Segment |
| 2025 |
| 2024 | ||
Engineered Materials | $ | ( | $ | — | ||
Polymer Solutions | ( | | ||||
Total | $ | ( | $ | |
The following table is a summary of charges (credits) incurred related to the Asset Restructuring Plan:
Three Months Ended | ||||||
March 31, | ||||||
Asset Restructuring Plan Charges (Credits) |
| 2025 |
| 2024 | ||
Severance and related benefit costs | $ | ( | $ | ( | ||
Asset related charges (credits) (1) | ( | | ||||
Contract terminations | | | ||||
Total | $ | ( | $ | |
12
(1) | Asset related charges (credits) includes activities related to an asset retirement obligation at Boehlen, Germany. For the three months ended March 31, 2025, the Company recorded a credit of $( |
The following table summarizes the activities related to the Asset Restructuring Plan:
Asset Restructuring Plan |
| Severance and Related Benefit Cost | Asset Related Charges (2) | Contract Terminations | Total | |||||||
Reserve balance at December 31, 2024 | $ | | $ | — | $ | — | $ | | ||||
Restructuring charges | ( | — | | | ||||||||
Payments (1) | ( | — | ( | ( | ||||||||
Reserve balance at March 31, 2025 | $ | | $ | — | $ | — | $ | |
(1) | Includes immaterial impacts of foreign currency remeasurement. |
(2) | Excludes $( |
NOTE 5—INCOME TAXES
Three Months Ended | |||||||
March 31, | |||||||
| 2025 |
| 2024 |
| |||
Effective income tax rate | ( | % | ( | % |
Provision for income taxes for the three months ended March 31, 2025 totaled $
The main drivers of the decrease in the effective income tax rate for the three months ended March 31, 2025 compared to the prior year was the geographical mix of earnings.
The Organization of Economic Co-operation and Development’s (“OECD”) Global Anti-Base Erosion (“GloBE”) rules under Pillar Two have been enacted by the European Union and other countries in which the Company operates. There was not a material impact to tax expense for the three months ended March 31, 2025 and 2024. The Company will continue to monitor the implementation of Pillar Two by jurisdiction and evaluate the potential impact on the consolidated financial statements.
13
NOTE 6—EARNINGS PER SHARE
Basic earnings per ordinary share (“basic EPS”) is computed by dividing net income available to ordinary shareholders by the weighted average number of the Company’s ordinary shares outstanding for the applicable period. Diluted earnings per ordinary share (“diluted EPS”) is calculated using net income available to ordinary shareholders divided by diluted weighted average ordinary shares outstanding during each period, which includes unvested RSUs, option awards, and PSUs. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss from continuing operations because the inclusion of the potential ordinary shares would have an anti-dilutive effect.
The following table presents basic EPS and diluted EPS for the three months ended March 31, 2025 and 2024.
Three Months Ended | ||||||
March 31, | ||||||
(in millions, except per share data) |
| 2025 |
| 2024 | ||
Earnings: | ||||||
Net loss | $ | ( | $ | ( | ||
Shares: | ||||||
Weighted average ordinary shares outstanding |
| |
| | ||
Dilutive effect of RSUs, option awards, and PSUs(1) |
| — |
| — | ||
Diluted weighted average ordinary shares outstanding |
| |
| | ||
Loss per share: | ||||||
Loss per share‒basic | $ | ( | $ | ( | ||
Loss per share‒diluted | $ | ( | $ | ( |
(1) | Refer to Note 15 for discussion of RSUs, option awards, and PSUs granted to certain Company directors and employees. As the Company recorded a net loss for the three months ended March 31, 2025 and March 31, 2024, potential shares related to equity-based awards have been excluded from the calculation of diluted EPS, as doing so would be anti-dilutive. |
NOTE 7—INVENTORIES
Inventories consisted of the following:
March 31, | December 31, | |||||
| 2025 | 2024 | ||||
Finished goods |
| $ | |
| $ | |
Raw materials and semi-finished goods |
| |
| | ||
Supplies |
| |
| | ||
Total | $ | | $ | |
NOTE 8—INVESTMENTS IN UNCONSOLIDATED AFFILIATES
The Company maintains an investment in an unconsolidated affiliate, Americas Styrenics LLC (“Americas Styrenics,” a styrene and polystyrene joint venture with Chevron Phillips Chemical Company LP), which is accounted for using the equity method. The results of Americas Styrenics are included within its separate reporting segment.
14
Americas Styrenics is a privately held company; therefore, a quoted market price for its equity interests is not available. The summarized financial information of the Company’s unconsolidated affiliate is shown below.
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Sales |
| $ | |
| $ | |
Gross profit | $ | | $ | | ||
Net income (loss) | $ | ( | $ | ( |
As of March 31, 2025 and December 31, 2024, the Company’s investment in Americas Styrenics was $
NOTE 9—GOODWILL
The following table shows changes in the carrying amount of goodwill, by segment, from December 31, 2024 to March 31, 2025:
Engineered | Latex | Polymer | Americas | ||||||||||||
| Materials |
| Binders |
| Solutions |
| Styrenics |
| Total | ||||||
Balance at December 31, 2024 | $ | | $ | | $ | | $ | — | $ | | |||||
Foreign currency impact |
| | | | — |
| | ||||||||
Balance at March 31, 2025 | $ | | $ | | $ | | $ | — | $ | |
As of March 31, 2025 and December 31, 2024, the reported balance of goodwill included accumulated impairment losses of $
15
NOTE 10—LONG TERM DEBT & AVAILABLE FACILITIES
Refer to the Annual Report for definitions of capitalized terms not included herein and further background on the Company’s debt structure discussed below. The Company was in compliance with all debt related covenants as of March 31, 2025 and December 31, 2024.
As of March 31, 2025 and December 31, 2024, debt consisted of the following:
March 31, 2025 | |||||||||||||||||||
| Interest Rate as of |
| Maturity Date |
| Par Value |
| Unamortized Debt Premium and (Discount) (1) |
| Carrying Value |
| Unamortized Deferred Financing Fees (2) |
| Total Debt, Less Unamortized Deferred Financing Fees | ||||||
2029 Refinance Senior Notes (3) | May 2029 | $ | | $ | | $ | | $ | ( | $ | | ||||||||
Senior Credit Facility | |||||||||||||||||||
2028 Term Loan B | May 2028 | | ( | | ( | | |||||||||||||
OpCo Super-Priority Revolver(4) | Various | February 2028 | — | — | — | — | — | ||||||||||||
2028 Refinance Term Loans (5) | May 2028 | | ( | | ( | | |||||||||||||
Accounts Receivable Securitization Facility (6) | Various | January 2028 | | — | | — | | ||||||||||||
Other indebtedness | Various | Various | | — | | — | | ||||||||||||
Total debt | $ | | $ | | $ | | $ | ( | $ | | |||||||||
Less: current portion (7) | ( | ||||||||||||||||||
Total long-term debt, net of unamortized deferred financing fees | $ | |
December 31, 2024 | |||||||||||||||||||
| Interest Rate as of |
| Maturity Date |
| Par Value |
| Unamortized Debt Premium and (Discount) (1) |
| Carrying Value |
| Unamortized Deferred Financing Fees (2) |
| Total Debt, Less Unamortized Deferred Financing Fees | ||||||
2029 Senior Notes (3) | April 2029 | $ | | $ | — | $ | | $ | ( | $ | | ||||||||
2025 Senior Notes (5) | September 2025 | | — | | ( | | |||||||||||||
Senior Credit Facility | |||||||||||||||||||
2028 Term Loan B | May 2028 | | ( | | ( | | |||||||||||||
2026 Revolving Facility (8) | Various | May 2026 | — | — | — | — | — | ||||||||||||
2028 Refinance Term Loans (5) | May 2028 | | ( | | ( | | |||||||||||||
Accounts Receivable Securitization Facility (6) | Various | January 2028 | | — | | — | | ||||||||||||
Other indebtedness | Various | Various | | — | | — | | ||||||||||||
Total debt | $ | | $ | ( | $ | | $ | ( | $ | | |||||||||
Less: current portion (7) | ( | ||||||||||||||||||
Total long-term debt, net of unamortized deferred financing fees | $ | 2,200.7 |
(1) | This caption includes various original issue accounting adjustments related to original issue premium and discounts, all of which are amortized to interest expense using the straight-line method over the related instrument’s term. The 2029 Refinance Senior Notes were accounted for as a modification of debt in accordance with ASC 470-60 and therefore the difference between the carrying value of the exchanged |
(2) | This caption does not include deferred financing fees related to the Company’s revolving facilities, which are included within “Deferred charges and other assets” on the condensed consolidated balance sheets. |
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(3) | The 2029 Senior Notes were partially exchanged on January 17, 2025 for the 2029 Refinance Senior Notes and the remaining $ |
(4) | As of March 31, 2025, under the OpCo Super-Priority Revolver, the Company had a capacity of $ |
The OpCo Super-Priority Revolver features a springing covenant which applies when
(5) | The 2025 Senior Notes were partially repaid on September 8, 2023 using the proceeds of the 2028 Refinance Term Loans and the remainder was fully repaid on January 17, 2025 using the proceeds of the second tranche of 2028 Refinance Term Loans. |
(6) | As of March 31, 2025, this facility had a borrowing capacity of $ |
(7) | The current portion of long-term debt as of March 31, 2025 was primarily related to the $ |
The current portion of long-term debt as of December 31, 2024 was primarily related to $
(8) | As of December 31, 2024, under the 2026 Revolving Facility, the Company had a capacity of $ |
2025 Debt Refinancing, Exchange, and New Revolving Credit Facility
In December 2024, the Company signed a Transaction Support Agreement (the TSA) with lenders and certain supporting creditors (the “Supporting Creditors”). Pursuant to the TSA, the Supporting Creditors agreed to support a series of transactions to refinance the Company’s near-term maturities, provide additional operating liquidity, extend the Company’s nearest debt maturity to 2028, and capture discount from an exchange of its 2029 Senior Notes. On January 17, 2025, the Company completed a series of transactions contemplated by the TSA, as described below.
Second Tranche of 2028 Refinance Credit Term Loan
On January 17, 2025, the Company amended its credit agreement dated September 8, 2023 (the “2028 Refinance Credit Agreement”) to provide for an additional $
This refinancing transaction was accounted as a debt modification under ASC 470-50 and as a result, the Company wrote-off the unamortized deferred financing fees, $
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“Long-term debt, net of unamortized deferred financing fees” on the consolidated balance sheet will be amortized over the remaining term of the 2028 Refinance Term Loans using the straight-line method.
Exchange Offer for the 2029 Senior Notes
On December 16, 2024, Trinseo Luxco Finance SPV S.à r.l., a wholly-owned subsidiary of the Company, and Trinseo NA Finance SPV LLC, an indirect, wholly-owned subsidiary of the Company (together the “New Issuers ”), commenced a private offer to exchange (the “Exchange Offer”) the Company’s 2029 Senior Notes for the 2029 Refinance Senior Notes issued by the New Issuers. Upon completion of the Exchange Offer, the New Issuers executed an indenture (the “ 2L Note Indenture”) pursuant to which they issued $
This refinancing transaction was accounted for as a modification of debt in accordance with ASC 470-60 and as a result, the Company expensed third-party costs incurred during the transaction of $
On March 20, 2025, the Issuers redeemed the remaining 2029 Senior Notes, including principal, redemption premium, and interest thereon, for $
OpCo Super-Priority Revolver
On January 17, 2025, certain subsidiaries of the Company entered into a credit agreement, pursuant to which the lenders thereunder provided a new super-priority revolving credit facility in an aggregate amount of $
Fees incurred in connection with the issuance of the OpCo Super-Priority Revolver were $
Payment-in-kind Elections
Under the terms of the 2028 Refinance Credit Agreement, through September 8, 2025, the Company may, at its discretion, make a payment in kind election (“PIK Interest Election”) to convert a portion of the quarterly interest margin payable to principal, and the converted principal is subject to an additional
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On April 2, 2025, the Company executed the PIK Interest Election on the 2028 Refinance Term Loans, to defer payment of a portion of the quarterly interest margin payable in the amount of $
As of March 31, 2025, the Company has deferred $
Compliance with Debt Covenants
The 2028 Refinance Credit Agreement requires the Company to comply with customary affirmative, negative and financial covenants, and contains events of default including (i) relating to a change of control or (ii) failure to maintain at least $
The definition of Liquidity is substantially similar under both the OpCo Super-Priority Revolver and the 2028 Refinance Credit Agreement. In addition, the OpCo Super-Priority Revolver’s anti-cash hoarding covenant requires repayment of existing borrowings under the OpCo Super-Priority Revolver of the excess amount of cash and cash equivalents held by loan parties over $
As of March 31, 2025, the Company was in compliance with all debt covenant requirements under all debt agreements. The Company had Liquidity of $
NOTE 11—FINANCIAL INSTRUMENTS AND DERIVATIVES
The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates, interest rate risk, and commodity price risk, in particular natural gas. To manage these risks, the Company periodically enters into derivative financial instruments, such as foreign exchange forward contracts, interest rate swap agreements, and commodity swap agreements, forward contracts, or options. The Company does not hold or enter into financial instruments for trading or speculative purposes. All derivatives are recorded on the condensed consolidated balance sheets at fair value.
Foreign Exchange Forward Contracts
Certain subsidiaries have assets and liabilities denominated in currencies other than their respective functional currencies, which creates foreign exchange risk. The Company’s principal strategy in managing its exposure to changes in foreign currency exchange rates is to naturally hedge the foreign currency-denominated liabilities on its balance sheet against corresponding assets of the same currency, such that any changes in liabilities due to fluctuations in exchange rates are offset by changes in their corresponding foreign currency assets. In order to further reduce this exposure, the Company also uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated for hedge accounting treatment and as a result, any mark-to-market fluctuations are recognized currently at each reporting date within loss from continuing operations.
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As of March 31, 2025, the Company had open foreign exchange forward contracts with a notional U.S. dollar equivalent absolute value of $
Buy / (Sell) |
| March 31, 2025 | |
Euro | $ | ( | |
South Korean Won | $ | ( | |
New Taiwan Dollar | $ | | |
Swiss Franc | $ | | |
Swedish Krona | $ | |
Open foreign exchange forward contracts as of March 31, 2025 had maturities occurring over a period of
Commodity Cash Flow Hedges & Commodity Economic Hedges
The Company purchases certain commodities, primarily natural gas, to operate facilities and generate heat and steam for various manufacturing processes, which purchases are subject to price volatility. In order to manage the risk of price fluctuations associated with these commodity purchases, as deemed appropriate, the Company may enter into commodity swaps, forward contracts, or options. As of March 31, 2025, the Company had open commodity swap agreements, which effectively convert a portion of its natural gas costs into a fixed rate obligation. These commodity derivatives are designated as cash flow hedges, and as such, the contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in AOCI to the extent effective, and reclassified to cost of sales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur.
Open commodity cash flow hedges as of March 31, 2025 had maturities occurring over a period of
The Company may also enter into certain commodity swap agreements to economically hedge the impact of these price fluctuations, which are not designated for hedge accounting treatment. Open commodity economic hedges as of March 31, 2025 had maturities occurring over a period of
Summary of Derivative Instruments
The following tables presents the effect of the Company’s derivative instruments, including those not designated for hedge accounting treatment, on the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024:
Location and Amount of Gain (Loss) Recognized in | ||||||||||||
Three Months Ended | Three Months Ended | |||||||||||
March 31, 2025 | March 31, 2024 | |||||||||||
| Cost of | Other (expense) income, net | Cost of | Other (expense) income, net | ||||||||
Total amount of income and (expense) line items presented in the statements of operations in which the effects of derivative instruments are recorded | $ | ( | $ | | $ | ( | $ | ( | ||||
The effects of cash flow hedge instruments: | ||||||||||||
Commodity cash flow hedges | ||||||||||||
Amount of gain (loss) reclassified from AOCI into income | $ | ( | $ | — | $ | ( | $ | — |
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Location and Amount of Gain (Loss) Recognized in | ||||||||||||
Three Months Ended | Three Months Ended | |||||||||||
March 31, 2025 | March 31, 2024 | |||||||||||
| Cost of | Other (expense) income, net | Cost of | Other (expense) income, net | ||||||||
The effects of derivatives not designated as hedge instruments: | ||||||||||||
Foreign exchange forward contracts | ||||||||||||
Amount of gain (loss) recognized in income | $ | — | $ | ( | $ | — | $ | | ||||
Commodity economic hedges | ||||||||||||
Amount of gain (loss) recognized in income | $ | ( | $ | — | $ | ( | $ | — |
The following table presents the effect of cash flow hedge accounting on AOCI for the three months ended March 31, 2025 and 2024:
` | Gain (Loss) Recognized in AOCI on Balance Sheet | |||||
Three Months Ended | ||||||
March 31, | ||||||
2025 | 2024 | |||||
Designated as Cash Flow Hedges | ||||||
Commodity cash flow hedges | $ | — | $ | | ||
Total | $ | — | $ | | ||
Designated as Net Investment Hedges |
Gain (Loss) Recognized in Other income, net in Statement of Operations | ||||||
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Settlements and changes in the fair value of forward contracts (not designated as hedges) |
| $ | ( |
| $ | |
Remeasurement of foreign currency-denominated assets and liabilities | | ( | ||||
$ | ( | $ | ( |
The Company expects to reclassify in the next twelve months an approximate $
21
The following tables summarize the gross and net unrealized gains and losses, as well as the balance sheet classification, of outstanding derivatives recorded in the condensed consolidated balance sheets:
March 31, 2025 | ||||||||||||
Foreign | ||||||||||||
Exchange | Commodity | Commodity | ||||||||||
Balance Sheet | Forward | Economic | Cash Flow | |||||||||
Classification |
| Contracts | Hedges | Hedges | Total | |||||||
Asset Derivatives: | ||||||||||||
$ | | $ | — | $ | — | $ | | |||||
Gross derivative asset position | | — | — | | ||||||||
Less: Counterparty netting | ( | — | — | ( | ||||||||
Net derivative asset position | $ | — | $ | — | $ | — | $ | — | ||||
Liability Derivatives: | ||||||||||||
$ | ( | $ | — | $ | ( | $ | ( | |||||
Gross derivative liability position | ( | — | ( | ( | ||||||||
Less: Counterparty netting | | — | — | | ||||||||
Net derivative liability position | $ | ( | $ | — | $ | ( | $ | ( | ||||
Total net derivative position | $ | ( | $ | — | $ | ( | $ | ( |
December 31, 2024 | ||||||||||||
Foreign | ||||||||||||
Exchange | Commodity | Commodity | ||||||||||
Balance Sheet | Forward | Economic | Cash Flow | |||||||||
Classification |
| Contracts |
| Hedges |
| Hedges |
| Total | ||||
Asset Derivatives: | ||||||||||||
$ | | $ | — | $ | — | $ | | |||||
Gross derivative asset position | | — | — | | ||||||||
Less: Counterparty netting | ( | — | — | ( | ||||||||
Net derivative asset position | $ | | $ | — | $ | — | $ | | ||||
Liability Derivatives: | ||||||||||||
$ | ( | $ | ( | $ | ( | $ | ( | |||||
Gross derivative liability position | ( | ( | ( | ( | ||||||||
Less: Counterparty netting | | — | — | | ||||||||
Net derivative liability position | $ | — | $ | ( | $ | ( | $ | ( | ||||
Total net derivative position | $ | | $ | ( | $ | ( | $ | |
Forward contracts, interest rate swaps, commodity forward contracts, swaps, or options, and cross currency swaps are entered into with a limited number of counterparties, each of which allows for net settlement of all contracts through a single payment in a single currency in the event of a default on or termination of any one contract. As such, in accordance with the Company’s accounting policy, these derivative instruments are recorded on a net basis by counterparty within the condensed consolidated balance sheets.
Refer to Notes 12 and 17 of the condensed consolidated financial statements for further information regarding the fair value of the Company’s derivative instruments and the related changes in AOCI.
NOTE 12—FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date.
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The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024:
March 31, 2025 | ||||||||||||
Liabilities at Fair Value |
| Level 1 (1) |
| Level 2 (2) |
| Level 3 (3) |
| Total | ||||
$ | — | $ | ( | $ | — | $ | ( | |||||
— | ( | — | ( | |||||||||
Total fair value | $ | — | $ | ( | $ | — | $ | ( |
December 31, 2024 | ||||||||||||
Assets (Liabilities) at Fair Value |
| Level 1 (1) |
| Level 2 (2) |
| Level 3 (3) |
| Total | ||||
$ | — |
| $ | |
| $ | — |
| $ | | ||
— | ( | — | ( | |||||||||
— | ( | — | ( | |||||||||
Total fair value | $ | — | $ | | $ | — | $ | |
(1) | Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets. |
(2) | Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
(3) | Valuation is based upon other unobservable inputs that are significant to the fair value measurement. |
The Company uses an income approach to value its derivative instruments, utilizing discounted cash flow techniques, considering the terms of the contract and observable market information available as of the reporting date, such as interest rate yield curves and currency spot and forward rates. Significant inputs to the valuation for these derivative instruments are obtained from broker quotations or from listed or over-the-counter market data and are classified as Level 2 in the fair value hierarchy.
Nonrecurring Fair Value Measurements
The Company measured certain financial assets at fair value on a nonrecurring basis during the year ended December 31, 2024, which were still held as of March 31, 2025. These financial assets represent the Company’s styrene monomer assets in Boehlen, Germany, operated until the fourth quarter of 2022 when the Company closed the plant in connection with the Asset Restructuring Plan. During the three months ended March 31, 2025, the plant was fully decommissioned and demolished and all assets were written off through restructuring charges. Refer to Note 4 for further information. These assets were measured at fair value using underlying fixed asset records in conjunction with the use of industry experience and available market data, which are classified as Level 3 significant unobservable inputs in the fair value hierarchy. As of December 31, 2024, the value of the Boehlen styrene monomer assets were recorded at $
There were
23
Fair Value of Debt Instruments
The following table presents the estimated fair value of the Company’s outstanding debt not carried at fair value as of March 31, 2025 and December 31, 2024:
| As of | As of | ||||
| March 31, 2025 |
| December 31, 2024 | |||
2028 Refinance Term Loans | $ | | $ | | ||
2028 Term Loan B | | |||||
2029 Refinance Senior Notes | | — | ||||
2029 Senior Notes | — | | ||||
2025 Senior Notes | — | | ||||
Total fair value | $ | | $ | |
The fair value of the Company’s debt facilities above (each Level 2 securities) is determined using over-the-counter market quotes and benchmark yields received from independent vendors. The fair value amount presented reflect the Company’s carrying value of debt, net of original issuance discount.
There were no other significant financial instruments outstanding as of March 31, 2025 and December 31, 2024.
NOTE 13—COMMITMENTS AND CONTINGENCIES
Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law, existing technologies and other information. Pursuant to the terms of the Dow Separation, the pre-closing environmental conditions were retained by Dow and the Company has been indemnified by Dow from and against all environmental liabilities incurred or relating to the predecessor periods. There are several properties which the Company now owns on which Dow has been conducting investigation, monitoring, or remediation to address historical contamination, including Dalton, Georgia. There are other properties with historical contamination that are owned by Dow that the Company leases for its operations, including its facilities in Midland, Michigan, Schkopau, Germany, and Terneuzen, The Netherlands. Other than certain immaterial environmental liabilities assumed as part of the PMMA Acquisition and the Aristech Surfaces Acquisition,
Inherent uncertainties exist in the Company’s potential environmental liabilities primarily due to unknown conditions, whether future claims may fall outside the scope of the indemnity, changing governmental regulations and legal standards regarding liability, and evolving technologies for handling site remediation and restoration. In connection with the Company’s existing indemnification, the possibility is considered remote that environmental remediation costs will have a material adverse impact on the condensed consolidated financial statements over the next 12 months.
Asset Retirement Obligations
The Company has built certain manufacturing facilities on leased land and is required to remove these facilities at the end of the corresponding contract term. Legal obligations for these demolition and decommissioning activities exist in connection with the retirement of these assets triggered upon closure of the facilities. In instances when the Company plans to continue operations at these facilities indefinitely, and therefore, a reasonable estimate of fair value cannot be determined, an asset retirement obligation is not recognized.
In connection with the Asset Restructuring Plan as described within Note 4, the Company concluded the Boehlen, Germany site and Stade, Germany site no longer had indeterminate lives. Accordingly, during the year ended December 31, 2022 and December 31, 2024, respectively, the Company recorded the fair value of an asset retirement obligation
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and a corresponding asset retirement cost, which was capitalized as part of the carrying amount of the related long-lived assets and depreciated over the asset’s shortened useful life. The asset retirement cost was fully depreciated as of March 31, 2025.
Change in asset retirement obligation | |||
Balance at December 31, 2024 | $ | | |
Obligations incurred and adjustments to estimated obligations (1) | ( | ||
Settlements | ( | ||
Accretion expense | | ||
Currency translation adjustment | | ||
Balance at March 31, 2025 | $ | |
(1) | During the three months ended March 31, 2025, the Company was able to realize efficiencies during decommissioning which allowed for a change in the cost estimate of the retirement obligation. |
Accretion expense is included within “Selling, general and administrative expenses” in the condensed consolidated statement of operations. The current portion of the asset retirement obligation is recorded within “Accrued expenses and other current liabilities” and the long-term portion is recorded within “Other noncurrent obligations” in the condensed consolidated balance sheets. As of March 31, 2025 and December 31, 2024, the current portion was $
Purchase Commitments
In the normal course of business, the Company has certain raw material purchase contracts where it is required to purchase certain minimum volumes at current market prices. These commitments range from
Litigation Matters
From time to time, the Company may be subject to various legal claims and proceedings incidental to the normal conduct of business, relating to such matters as employees, product liability, antitrust/competition, past waste disposal practices and release of chemicals into the environment. While it is impossible at this time to determine with certainty the ultimate outcome of these routine claims, the Company does not believe that the ultimate resolution of these claims will have a material adverse effect on the Company’s results of operations, financial condition or cash flow. Legal costs, including those legal costs expected to be incurred in connection with a loss contingency, are expensed as incurred.
Environmental Proceedings related to the Bristol Spill
On March 25, 2023, the Company received a Notice of Federal Interest from the United States Coast Guard (“USCG”), identifying the Company as a “potentially responsible party” (“PRP”) related to the Bristol Spill. The Company also received a Notice of Federal Assumption and an Administrative Order, dated April 20, 2023 from the USCG, identifying the Company as a PRP related to the Bristol Spill. The USCG notices and order do not designate specific fines or penalties against the Company. In October 2023, the Pennsylvania Department of Environmental Protection (PADEP) notified the Company of its intent to impose penalties related to a Notice of Violation dated April 26, 2023 alleging water violations associated with the Spill. Discussions between the Company and PADEP are ongoing. In December 2023, the Company established an accrual for the estimated resolution of this matter, and such loss is not expected to be material to our business.
It is not possible at this time for the Company to estimate its ultimate liability pursuant to these matters or other potential administrative or criminal actions related to the Bristol Spill, whether a material loss to our business is probable or remote, or estimate a potential range of loss, if any.
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Synthos Matter
On November 21, 2022, the Company received formal notice from the German Arbitration Institute that Synthos had initiated an arbitration dispute on October 14, 2022 against Trinseo and its following subsidiaries: Trinseo Deutschland GmbH, Trinseo Belgium BV, Trinseo Europe GmbH, and Trinseo Export GmbH, related to Synthos’ purchase of Trinseo’s Rubber Business in 2021.
Synthos and Trinseo are parties to an asset purchase agreement (“APA”) dated May 21, 2021, whereby Trinseo transferred its Rubber Business to Synthos, pending regulatory approval and other administrative pre-closing conditions, for an enterprise value of approximately $
The Company believes it has valid and prevailing defenses to Synthos’ claims and intends to vigorously defend itself against all allegations.
NOTE 14—PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
The components of net periodic benefit costs for all significant plans were as follows:
Three Months Ended | Three Months Ended | ||||||||||
March 31, | March 31, | ||||||||||
Non-U.S. Defined Benefit Pension Plans | U.S. Defined Benefit Pension | ||||||||||
2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Net periodic benefit cost | |||||||||||
Service cost | $ | | $ | |
| $ | | $ | | ||
| |
| |
| |
| | ||||
| ( |
| ( |
| ( |
| ( | ||||
| — |
| ( |
| — |
| — | ||||
| ( |
| ( |
| — |
| — | ||||
Net periodic benefit cost | $ | | $ | | $ | | $ | |
The Company had less than $
Service cost related to the Company’s defined benefit pension plans and other postretirement plans is included within “Cost of sales” and “Selling, general and administrative expenses,” whereas all other components of net periodic benefit cost are included within “Other expense (income), net” in the condensed consolidated statements of operations. As of March 31, 2025 and December 31, 2024, the Company’s benefit obligations included primarily in “Other noncurrent obligations” in the condensed consolidated balance sheets were $
The Company made cash contributions and benefit payments to unfunded plans of approximately $
26
NOTE 15—SHARE-BASED COMPENSATION
Refer to the Annual Report for definitions of capitalized terms not included herein and further background on the Company’s share-based compensation programs included in the tables below. The following table summarizes the Company’s share-based compensation expense for the three months ended March 31, 2025 and 2024, as well as unrecognized compensation cost as of March 31, 2025:
Three Months Ended | March 31, 2025 | ||||||||||
March 31, | Unrecognized | Weighted | |||||||||
| 2025 |
| 2024 | Compensation Cost |
| Average Years | |||||
RSUs(1) | $ | | $ | | $ | | |||||
Options | | | | ||||||||
PSUs | | | | ||||||||
Restricted Cash Units ("RCUs") | | | | (2) | |||||||
Total share-based compensation expense | $ | | $ | |
(1) | RSU awards as of March 31, 2025 includes RSUs granted in February 2025 which the award is subject to, and conditioned upon, the receipt of shareholder approval of an amendment to the Plan at the Company’s annual general meeting of shareholders. In the event shareholder approval is not received, each Restricted Stock Unit award represents the right to receive an amount in cash equal to the lower of the closing price per share of our common stock on the vesting date or a specified per share price cap. The unrecognized compensation cost related to the awards granted in February 2025 is calculated using the stock price as of March 31, 2025 |
(2) | Unrecognized Compensation Cost related to RCU awards as of March 31, 2025 is calculated using the stock price, subject to certain minimum and maximum amounts, as of March 31, 2025. |
The following table summarizes awards granted and the respective weighted average grant date fair value for the three months ended March 31, 2025:
Three Months Ended | ||||||
March 31, 2025 | ||||||
Awards Granted | Weighted Average Grant Date Fair Value per Award | |||||
RSUs(1) | | $ | | |||
PSUs | | | ||||
RCUs | | |
(1) | The award is subject to, and conditioned upon, the receipt of shareholder approval of an amendment to the Plan at the Company’s annual general meeting of shareholders. In the event shareholder approval is not received, each Restricted Stock Unit award represents the right to receive an amount in cash equal to the lower of the closing price per share of our common stock on the vesting date or a specified per share price cap. |
Performance Share Units (PSUs)
PSUs, which are granted to executives, cliff vest on the third anniversary of the date of grant, generally subject to the executive remaining continuously employed by the Company through the vesting date and achieving certain performance obligations. The number of the PSUs that vest upon completion of the service period can range from
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The following are the weighted average assumptions used within the Monte Carlo valuation model for PSUs granted during the three months ended March 31, 2025:
Three Months Ended | |||
March 31, 2025 | |||
Expected term (in years) | |||
Expected volatility |
| | % |
Risk-free interest rate |
| | % |
Share price | $ | |
Determining the fair value of PSUs requires considerable judgment, including estimating the expected volatility of the price of the Company’s ordinary shares, the correlation between the Company’s share price and that of its peer companies, and the expected rate of interest. The expected volatility for each grant is determined based on the historical volatility of the Company’s ordinary shares. The expected term of PSUs represents the length of the performance period. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a duration equivalent to the performance period. The share price is the closing price of the Company’s ordinary shares on the grant date.
NOTE 16—SEGMENTS AND GEOGRAPHIC INFORMATION
The Company operates under four segments: Engineered Materials, Latex Binders, Polymer Solutions, and Americas Styrenics. The Engineered Materials segment includes the Company’s compounds and blends products sold into higher growth and value applications, such as consumer electronics and medical, as well as soft thermoplastic elastomers (“TPEs”) products which are sold into markets such as footwear and automotive. Additionally, the Engineered Materials segment also includes PMMA and activated methyl methacrylates (“MMA”) products, which are sold into a variety of applications including automotive, building & construction, medical, consumer electronics, and wellness, among others. The Latex Binders segment produces styrene-butadiene (“SB”) latex and other latex polymers and binders, primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex binders applications, such as adhesive, building and construction and the technical textile paper market. The Polymer Solutions segment contains the results of the ABS, styrene-acrylonitrile (“SAN”), and polycarbonate (“PC”) businesses, as well as compounds and blends for automotive and other applications. The Polymer Solutions segment also includes the results of Heathland, which was acquired in the first quarter of 2022, and the legacy Polystyrene segment, which includes a variety of general purpose polystyrenes (“GPPS”) and polystyrene that has been modified with polybutadiene rubber to increase its impact resistant properties (“HIPS”). Lastly, the Americas Styrenics segment consists solely of the operations of the Company’s
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The following table provides disclosure of the Company’s segment Adjusted EBITDA, which is the metric used by the chief operating decision maker to measure segment operating performance and is defined below, for the three months ended March 31, 2025 and 2024. The information in the tables below has been adjusted to show the historical results recasted to reflect the current segment structure, as discussed in Note 1. Asset and intersegment sales information by reporting segment is not regularly reviewed or included with the Company’s reporting to the chief operating decision maker. Therefore, this information has not been disclosed below. Refer to Note 3 for the Company’s net sales to external customers by segment and by geography for the three months ended March 31, 2025 and 2024.
Engineered | Latex | Polymer | Americas | Total | Corporate | ||||||||||||||||
Three Months Ended (1) | Materials | Binders | Solutions | Styrenics | Segments | Unallocated | Total | ||||||||||||||
March 31, 2025 |
|
| |||||||||||||||||||
Net sales | $ | | $ | | $ | | $ | — | $ | | $ | — | $ | | |||||||
Cost of sales | ( | ( | ( | — | ( | — | ( | ||||||||||||||
Selling, general and administrative expenses | ( | ( | ( | — | ( | ( | ( | ||||||||||||||
Equity in losses of unconsolidated affiliates | — | — | — | ( | ( | — | ( | ||||||||||||||
Other income and (expense)(2) | | ( | | — | | ( | | ||||||||||||||
Other segment items(3) | ( | | | — | | | | ||||||||||||||
Depreciation and amortization expenses(4) | | | ( | — | | | | ||||||||||||||
Adjusted EBITDA(1) | $ | | $ | | $ | | $ | ( | $ | | |||||||||||
Investments in unconsolidated affiliates | — | — | — | | | — | | ||||||||||||||
Capital expenditures | | | | — | | | | ||||||||||||||
March 31, 2024 | |||||||||||||||||||||
Net sales | $ | | $ | | $ | | $ | — | $ | | $ | — | $ | | |||||||
Cost of sales | ( | ( | ( | — | ( | — | ( | ||||||||||||||
Selling, general and administrative expenses | ( | ( | ( | — | ( | ( | ( | ||||||||||||||
Equity in earnings of unconsolidated affiliates | — | — | — | | | — | | ||||||||||||||
Other income and (expense) | | ( | ( | — | ( | ( | ( | ||||||||||||||
Other segment items(3) | ( | | | — | | | | ||||||||||||||
Depreciation and amortization expenses(4) | | | | — | | | | ||||||||||||||
Adjusted EBITDA(1) | $ | | $ | | $ | | $ | | $ | | |||||||||||
Investments in unconsolidated affiliates | — | — | — | | | — | | ||||||||||||||
Capital expenditures | | | | — | | | |
(1) | The Company’s measure of segment operating performance is Adjusted EBITDA, which is defined as income from continuing operations before interest expense, net; provision for income taxes; depreciation and amortization expense; loss on extinguishment of long-term debt and certain debt issuance costs; asset impairment charges; gains or losses on the dispositions of businesses and assets; restructuring charges; acquisition related costs and benefits, and other items. Segment Adjusted EBITDA is the key metric that is used by the chief operating decision maker to evaluate business performance in comparison to budgets, forecasts, and prior year financial results, providing a measure that the chief operating decision maker believes reflects core operating performance by removing the impact of transactions and events that would not be considered a part of core operations. |
(2) | On November 13, 2024, the Company announced it entered into agreements to supply a polycarbonate technology license and proprietary polycarbonate production equipment in Stade, Germany to a wholly owned subsidiary of Deepak for use in India. During the first quarter of 2025, the Company completed its performance obligations on the delivery of the technology license and recognized $ |
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(3) |
(4) | Segment depreciation and amortization expense is included as a component of cost of goods sold; and selling, general, and administrative expense in the amounts regularly provided to the chief operating decision maker and are therefore added back to arrive at Segment Adjusted EBITDA. |
The reconciliation of income (loss) from continuing operations before income taxes to segment Adjusted EBITDA is as follows:
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Loss before income taxes | $ | ( | $ | ( | ||
Interest expense, net |
| |
| | ||
Depreciation and Amortization(4) |
| |
| | ||
Corporate Unallocated(5) | | | ||||
Adjusted EBITDA Addbacks(6) |
| |
| | ||
Segment Adjusted EBITDA | $ | | $ | |
(4) | During the three months ended March 31, 2025, a $ |
(5) | Corporate unallocated includes corporate overhead costs and certain other income and expenses. |
(6) | Adjusted EBITDA addbacks for the three months ended March 31, 2025 and 2024 are as follows: |
Three Months Ended | ||||||
2025 |
| 2024 | ||||
Loss on financing transactions (Note 10) | $ | | $ | — | ||
Net gain on disposition of businesses and assets | — | ( | ||||
Restructuring and other charges (Note 4) | | | ||||
Other items (a) | | | ||||
Total Adjusted EBITDA Addbacks | $ | | $ | |
(a) | Other items for the 2025 period primarily relate to fees incurred in conjunction with the Company’s strategic initiatives. Other items for the 2024 period primarily relate to fees incurred in conjunction with certain of the Company’s strategic initiatives, as well as costs related to our transition to a new enterprise resource planning system. |
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NOTE 17—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of AOCI, net of income taxes, consisted of:
| Cumulative |
| Pension & Other |
| ||||||||
Translation | Postretirement Benefit | Cash Flow | ||||||||||
Three Months Ended March 31, 2025 and 2024 |
| Adjustments |
| Plans, Net |
| Hedges, Net |
| Total | ||||
Balance at December 31, 2024 | $ | ( | $ | | $ | | $ | ( | ||||
Other comprehensive income (loss) |
| | — |
| ( |
| | |||||
Amounts reclassified from AOCI to net loss(1) | — | ( | | ( | ||||||||
Balance as of March 31, 2025 | $ | ( | $ | | $ | | $ | ( | ||||
Balance at December 31, 2023 | $ | ( | $ | | $ | ( | $ | ( | ||||
Other comprehensive income (loss) |
| ( |
| — |
| |
| ( | ||||
Amounts reclassified from AOCI to net loss(1) | — | ( | | | ||||||||
Balance as of March 31, 2024 | $ | ( | $ | | $ | ( | $ | ( |
(1) | The following is a summary of amounts reclassified from AOCI to net income (loss) for the three months ended March 31, 2025 and 2024: |
Three Months Ended | ||||||||
March 31, | Statements of Operations | |||||||
AOCI Components |
| 2025 |
| 2024 |
| Classification | ||
Cash flow hedging items | ||||||||
Commodity cash flow hedges | $ | | $ | | Cost of sales | |||
Total before tax | | | ||||||
Tax effect | — | ( | Provision for (benefit from) income taxes | |||||
Total, net of tax | $ | | $ | | ||||
Amortization of pension and other postretirement benefit plan items | ||||||||
$ | ( | $ | ( | (a) | ||||
( | ( | (a) | ||||||
Total before tax | ( | ( | ||||||
Tax effect | | | Provision for (benefit from) income taxes | |||||
Total, net of tax | $ | ( | $ | ( |
(a) | These AOCI components are included in the computation of net periodic benefit costs (see Note 14). |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
2025 Year-to-Date Highlights
During the three months ended March 31, 2025, Trinseo recognized net loss of $79.0 million and Adjusted EBITDA of $64.8 million. Adjusted EBITDA for the quarter included $26.0 million of licensing income discussed below, higher margins from improved product mix, and moderating input costs despite continued weak demand in many of our end markets offset by lower earnings from its equity method investment, Americas Styrenics. The Company continues to have access to capital resources through the recently completed refinancings of our debt structure.
Refer to the discussion below for further information and refer to “Non-GAAP Performance Measures” for discussion of our use of non-GAAP measures in evaluating our performance and a reconciliation of these measures. Other highlights for the year are described below.
New Financing Arrangements
On December 9, 2024, the Company executed a Transaction Support Agreement (the “TSA”) with certain supporting creditors, including holders of the Company’s 2025 Notes and 2029 Senior Notes, 2028 Refinance Credit Agreement lenders, lenders under the 2026 Revolving Facility and certain term lenders under the Credit Agreement. The supporting creditors agreed to support a series of transactions to refinance near-term maturities, provide additional operating liquidity, extend the Company’s nearest debt maturity to 2028, and capture discount from an exchange of its 2029 Senior Notes.
On January 17, 2025, the Company completed a series of transactions contemplated by the TSA, including an offer to exchange any outstanding 5.125% senior notes due 2029 (the “2029 Senior Notes”) in exchange for new 7.625% Second Lien Senior Secured Notes due 2029 (the “2029 Refinance Senior Notes”). The 2029 Refinance Senior Notes with an aggregate principal amount of approximately $379.5 million were issued in exchange for a total of approximately $446.5 million aggregate principal amount of the 2029 Senior Notes, or 99.88% of the outstanding principal. The 2029 Refinance Senior Notes bear interest at a rate of 7.625%, of which: (i) from the Settlement Date until and through the sixth semiannual interest payment date following the Settlement Date, 5.125% will be payable in cash and 2.50% will be payable in-kind either by increasing the principal amount of the outstanding 2029 Refinance Senior Notes, or, at the Company’s option, in cash; and (ii) thereafter, the entire 7.625% per annum will be payable in cash. Interest on the 2029 Refinance Senior Notes will be paid semiannually on February 15 and August 15 of each year, commencing on August 15, 2025. The 2029 Refinance Senior Notes will mature on May 3, 2029. On March 20, 2025, the remaining 2029 Senior Notes, including principal, redemption premium, and interest thereon, was paid in full in the amount of $0.5 million, upon which redemption the related indenture was satisfied and discharged.
Additionally, the Company issued a $115.0 million new tranche of loans under the certain credit agreement dated September 8, 2023 (as amended, the “2028 Refinance Credit Agreement”), on substantially similar terms to the existing term loans under the 2028 Refinance Credit Agreement. The proceeds of this tranche of loans were used to redeem all of the $115.0 million aggregate principal amount outstanding of the 5.375% senior notes due 2025 (the “2025 Notes”).
The Company also executed a new credit agreement to provide a new super priority revolving credit facility (the “OpCo Super-Priority Revolver”) in an initial aggregate principal committed amount of $300.0 million with a February 2028 maturity date. This OpCo Super-Priority Revolver has a revised springing covenant, a liquidity covenant, an anti-cash hoarding covenant, and is available to be drawn upon immediately. The OpCo Super-Priority Revolver replaced the Company’s existing revolving credit facility due to mature in May 2026.
Polycarbonate technology license and production equipment transactions
On November 13, 2024, the Company announced it entered into agreements to supply a polycarbonate technology license and proprietary polycarbonate production equipment in Stade, Germany to a wholly owned subsidiary of Deepak for use in India for a value of approximately $52.5 million. During the first quarter of 2025, the Company completed its performance obligations on the delivery of the technology license and recognized $26.0 million in “Other Expense (Income), Net” within the Polymer Solutions segment in the condensed consolidated statement of operations.
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Exploration for Divestiture of Americas Styrenics
In March 2024, the Company announced it commenced a sale process for the Company’s interest in Americas Styrenics, via the initiation of an ownership exit provision in the joint venture agreement. Trinseo and Chevron Phillips Chemical Company LP, co-owners of Americas Styrenics, have decided to pursue a joint sale process. While we, along with our partner, remain committed to sell Americas Styrenics, with our focus being to maximize value, given recent volatility in equity and debt markets, a signing may not occur until there are improvements in those underlying markets.
Recent Developments
As disclosed in Part I, Item 1A: Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our business is subject to risks related to the impact of global trade conflicts and the imposition of tariffs by the United States or other countries including those with China, Canada, and the European Union. Although we generally manufacture products and procure raw materials in the regions where our products are sold, these tariffs may negatively impact demand and increase some product costs. Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately reduced demand for our customers’ products resulting in proportionate reductions in demand for our products. Such conditions could have a material adverse impact on our business, results of operations and cash flows. We continue to closely monitor as well as engage with our customers and suppliers to analyze how tariffs could impact our business. We are not able to predict whether such tariffs will be permanent, whether new tariffs will be implemented or which jurisdictions would be impacted. Uncertainty over global tariffs has and may continue to delay purchasing decisions by our customers as they assess the impact of such trade policies on their business. Further changes in trade policy, trade restrictions, tariffs, or other governmental action has the potential to adversely impact our costs, including prices of raw materials, or demand for our products or our customers’ products, which in turn could adversely impact our business, financial condition and results of operations.
Results of Operations
Results of Operations for the Three months Ended March 31, 2025 and 2024
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
(in millions) |
| 2025 |
| % | 2024 |
| % | |||||
Net sales | $ | 784.8 |
| 100 | % | $ | 904.0 |
| 100 | % | ||
Cost of sales |
| 721.0 | 92 | % |
| 843.4 | 93 | % | ||||
Gross profit |
| 63.8 | 8 | % |
| 60.6 | 7 | % | ||||
Selling, general and administrative expenses |
| 91.0 | 12 | % |
| 70.1 | 8 | % | ||||
Equity in earnings (losses) of unconsolidated affiliate |
| (1.8) | — | % |
| 6.2 | 1 | % | ||||
Operating loss |
| (29.0) | (4) | % |
| (3.3) | — | % | ||||
Interest expense, net |
| 66.6 | 8 | % |
| 63.0 | 7 | % | ||||
Other expense (income), net |
| (23.2) | (3) | % |
| 3.8 | — | % | ||||
Loss before income taxes |
| (72.4) | (9) | % |
| (70.1) | (7) | % | ||||
Provision for income taxes |
| 6.6 | 1 | % |
| 5.4 | 1 | % | ||||
Net loss | $ | (79.0) | (10) | % | $ | (75.5) | (8) | % |
Three Months Ended – March 31, 2025 vs. March 31, 2024
Net Sales
Net sales decreased 13% year-over-year, primarily driven by lower sales volumes across all business segments, due to continued end market demand weakness and intentionally reducing volumes or exiting low-margin businesses, particularly in Polymer Solutions and Latex Binders, in order to optimize plant operations and sales mix.
33
Cost of Sales
The 15% decrease in cost of sales was primarily attributable to a 11% decrease due to lower sales volumes.
Gross Profit
The $3.2 million increase in gross profit was primarily due to higher margins, principally reflecting the absence of unfavorable impacts from prior year natural gas hedge losses and higher plant utilization. See the segment discussion below for further information.
Selling, General and Administrative Expenses (SG&A)
The $20.9 million, or 30%, increase in SG&A was primarily due to a $23.9 million increase in costs associated with the Company’s debt refinancing transaction executed in the first quarter, partially offset by a $2.0 million decrease in costs associated with the Company’s restructuring plan.
Equity in Earnings of Unconsolidated Affiliate
The decrease in equity earnings from Americas Styrenics of $8.0 million was due to lower polystyrene volumes and higher raw material input costs.
Interest Expense, Net
The increase in interest expense, net of $3.6 million, or 6%, was primarily attributable to the increased year-over-year usage of our short-term borrowing under the Accounts Receivable Securitization Facility and the additional 1.00% margin on the executed payment in kind election (“PIK Interest Election”) on the 2028 Refinance Term Loans. These increases were partially offset by a decrease in market interest rates on our variable rate debt, specifically the 2028 Refinance Loans and the 2028 Term Loan B. Refer to Note 10 in the condensed consolidated financial statements for further information.
Other Expense (Income), Net
Other income, net for the three months ended March 31, 2025 was $23.2 million, which was primarily driven by $26.0 million of license income for polycarbonate technology, partially offset by net foreign exchange transaction losses of $2.0 million and $0.7 million of expense related to the non-service cost components of net periodic benefit cost.
Other expense, net for the three months ended March 31, 2024 was $3.8 million, which included $1.0 million of expense related to the non-service cost components of net periodic benefit cost as well as foreign exchange transaction losses of $2.1 million. These net foreign exchange transaction losses included $8.6 million of losses primarily from the remeasurement of our euro-denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, partially offset by $6.5 million or gains from our foreign exchange forward contracts.
Provision for (Benefit from) Income Taxes
Provision for income taxes for the three months ended March 31, 2025 totaled $6.6 million, resulting in an effective tax rate of (9.1)%. Benefit from income taxes for the three months ended March 31, 2024 totaled $5.4 million, resulting in an effective tax rate of (7.7)%.
The increase in provision for income taxes for the three months ended March 31, 2025 is primarily driven by the geographical mix of earnings.
Outlook
While uncertain economic and geopolitical conditions may negatively impact results in the second quarter of 2025, we expect to have seasonally stronger volumes in building and construction applications, lower costs in Engineered Materials, and higher Americas Styrenics earnings while maintaining disciplined discretionary spend and working capital management. Second quarter free cash flow is also expected to breakeven as a result of typical seasonal working capital improvements.
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The Company has access to capital resources, through the recent concerted liquidity improvement actions allowing the Company to manage the continued impact of the challenging macroeconomic environment and higher interest costs on our business operations for the foreseeable future. The profitability improvement factors noted above, coupled with certain cash preservation initiatives that have been undertaken, such as closely managing working capital and a focus on required capital expenditures, will allow us to maintain adequate liquidity to position the Company to deliver improved results.
Selected Segment Information
The following sections describe net sales, Adjusted EBITDA, and Adjusted EBITDA margin by segment for the three months ended March 31, 2025 and 2024. Inter-segment sales have been eliminated. Refer to Note 16 in the condensed consolidated financial statements for further information on our segments, as well as for a detailed definition of Adjusted EBITDA and a reconciliation of income from continuing operations before income taxes to segment Adjusted EBITDA. Prior period segment amounts herein have been recast in conjunction with the Company’s segment realignment that occurred during the fourth quarter of 2024, as described in Note 16 of the condensed consolidated financial statements.
Engineered Materials Segment
Our Engineered Materials segment consists of rigid thermoplastic compounds and blends products sold into high growth and high value applications in markets such as consumer electronics and medical, as well as soft thermoplastic elastomers (“TPEs”) products which are sold into markets such as footwear and automotive. The Engineered Materials segment also includes polymethyl methacrylates (“PMMA”) and activated methyl methacrylates (“MMA”) products, which are sold into a variety of applications including automotive, building & construction, medical, consumer electronics, and wellness, among others.
Three Months Ended | |||||||||||
March 31, | |||||||||||
($ in millions) |
| 2025 |
| 2024 |
| % Change | |||||
Net sales | $ | 277.3 |
| $ | 282.5 |
| (2) | % | |||
Adjusted EBITDA | $ | 25.7 | $ | 10.4 | 147 | % | |||||
Adjusted EBITDA margin |
| 9 | % |
| 4 | % |
Three Months Ended – March 31, 2025 vs. March 31, 2024
The 2% decrease in net sales was primarily attributable to a 3% decrease due to lower sales volumes from Compounds for automotive and MMA. This was partially offset by a 2% increase due to higher pricing from raw material pass-through.
Adjusted EBITDA increased $15.3 million, of which $17.7 million was due to higher margins resulting from lower natural gas hedge losses and more normalized MMA market dynamics. This was partially offset by a decrease of $1.7 million due to lower sales volumes.
Latex Binders Segment
Our Latex Binders segment produces styrene-butadiene latex (“SB latex”) and other latex polymers and binders primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a broad range of performance latex binders products, including SB latex, styrene-acrylate latex (“SA latex”), and vinylidene chloride latex for coatings, adhesives, sealants, and elastomers (“CASE”) applications.
Three Months Ended | |||||||||||
March 31, | |||||||||||
($ in millions) |
| 2025 |
| 2024 |
| % Change | |||||
Net sales | $ | 209.3 |
| $ | 241.5 |
| (13) | % | |||
Adjusted EBITDA | $ | 24.5 | $ | 25.7 | (5) | % | |||||
Adjusted EBITDA margin |
| 12 | % |
| 11 | % |
35
Three Months Ended – March 31, 2025 vs. March 31, 2024
The 13% decrease in net sales was primarily attributable to a 15% decrease due to lower sales volumes in paper and board in Asia and Europe. This was partially offset by a 3% increase from higher price from the pass-through of higher raw material costs.
The $1.2 million, or 5%, decrease in Adjusted EBITDA was primarily due to a $6.8 million, or 26%, lower sales volumes in paper and board. This was partially offset by an increase of $3.7 million, or 15%, attributable to lower fixed costs, and 8%, or $2.2 million, due to higher margins from the exit of styrene production in Terneuzen as well as pricing actions in Europe and North America.
Polymer Solutions Segment
Our Polymer Solutions segment consists of a variety of polymers, the majority of which are for automotive and building and construction applications. The segment includes our mass ABS, styrene-acrylonitrile (“SAN”), and polystyrene businesses, as well as our polycarbonate technology.
Three Months Ended | |||||||||||
March 31, | |||||||||||
($ in millions) |
| 2025 |
| 2024 |
| % Change | |||||
Net sales | $ | 298.2 |
| $ | 380.0 |
| (22) | % | |||
Adjusted EBITDA | $ | 44.5 | $ | 29.1 | 53 | % | |||||
Adjusted EBITDA margin |
| 15 | % |
| 8 | % |
Three Months Ended – March 31, 2025 vs. March 31, 2024
Net sales decreased by 22% year-over-year, primarily due to lower sales volumes in polystyrene from portfolio optimization actions as well as polycarbonate as a result of exiting production at Stade, Germany in the fourth quarter, continued weaker market conditions, and a 1% decrease from lower pricing.
The $15.4 million, or 53%, increase in Adjusted EBITDA was primarily due to $26.0 million of polycarbonate technology licensing income paired with a $14.8 million increase, or 51%, from lower fixed costs from the exit of polycarbonate production in Stade, Germany. These increases were partially offset by a $13.2 million decrease, or 45%, from lower sales volumes and a $12.3 million decrease, or 42%, unfavorable timing from the pass-through of higher raw material costs.
Americas Styrenics Segment
This segment consists solely of the equity earnings from our 50%-owned joint venture, Americas Styrenics, a producer of both styrene monomer and polystyrene in North America. Styrene monomer is a basic building block of plastics and a key input to many of the Company’s products, as well as a key raw material for the production of polystyrene. Major applications for the polystyrene products Americas Styrenics produces include appliances, food packaging, food service disposables, consumer electronics, and building and construction materials.
Three Months Ended | |||||||||||
March 31, | |||||||||||
($ in millions) |
| 2025 |
| 2024 |
| % Change | |||||
Adjusted EBITDA* | $ | (1.8) | $ | 6.2 | (129) | % |
*The results of this segment are comprised entirely of earnings from Americas Styrenics, our equity method investment. As such, Adjusted EBITDA related to this segment is included within “Equity in earnings of unconsolidated affiliates” in the condensed consolidated statements of operations.
Three Months Ended – March 31, 2025 vs. March 31, 2024
The decrease in Adjusted EBITDA was mainly due to lower polystyrene volumes and higher raw material input costs.
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Non-GAAP Performance Measures
We present Adjusted EBITDA as a non-GAAP financial performance measure, which we define as income from continuing operations before interest expense, net; provision for income taxes; depreciation and amortization expense; loss on extinguishment of long-term debt and certain debt issuance costs; asset impairment charges; gains or losses on the dispositions of businesses and assets and related legal costs; restructuring charges; acquisition related costs, certain strategic initiatives and other items. In doing so, we are providing management, investors, and credit rating agencies with an indicator of our ongoing performance and business trends, removing the impact of transactions and events that we would not consider a part of our core operations.
There are limitations to using the financial performance measures such as Adjusted EBITDA. This performance measure is not intended to represent net income or other measures of financial performance. As such, it should not be used as an alternative to net income as an indicator of operating performance. Other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use this or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing a reconciliation of this performance measure to our net income, which is determined in accordance with GAAP.
Adjusted EBITDA is calculated as follows for the three months ended March 31, 2025 and 2024:
Three Months Ended | ||||||
March 31, | ||||||
(in millions) |
| 2025 |
| 2024 | ||
Net loss | $ | (79.0) |
| $ | (75.5) | |
Interest expense, net |
| 66.6 |
| 63.0 | ||
Provision for income taxes |
| 6.6 |
| 5.4 | ||
Depreciation and amortization(a) |
| 36.0 |
| 45.0 | ||
EBITDA(b) | $ | 30.2 | $ | 37.9 | ||
Loss on financing transactions(c) |
| 24.9 |
| — | ||
Net gain on disposition of businesses and assets(d) |
| — |
| (3.6) | ||
Restructuring and other charges(e) |
| 7.4 |
| 9.4 | ||
Other items(f) |
| 2.3 |
| 1.3 | ||
Adjusted EBITDA | $ | 64.8 | $ | 45.0 |
(a) | During the three months ended March 31, 2025, an $8.1 million credit was recognized due to a change in cost estimate related to the Boehlen, Germany asset retirement obligation as the Company was able to realize efficiencies during decommissioning. |
(b) | EBITDA is a non-GAAP financial performance measure that we refer to in making operating decisions because we believe it provides our management as well as our investors and credit agencies with meaningful information regarding the Company’s operational performance. We believe the use of EBITDA as a metric assists our board of directors, management and investors in comparing our operating performance on a consistent basis. Other companies in our industry may define EBITDA differently than we do. As a result, it may be difficult to use EBITDA, or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDA results to our net income, which is determined in accordance with GAAP. |
(c) | Amounts for the three months ended March 31, 2024 primarily relate to fees incurred in conjunction with Company’s debt refinancing transaction that did not meet the criteria for deferred financing charges as the transaction was accounted for as a modification of debt in accordance with ASC 470-60. Refer to Note 10 in the condensed consolidated financial statements for further information. |
(d) | Amounts for the three months ended March 31, 2024 primarily relate to the sale of the Belen, New Mexico and Bronderslev, Denmark manufacturing facilities. Refer to Note 4 in the condensed consolidated financial statements for further information. |
(e) | Amounts for the three months ended March 31, 2025 and 2024 primarily relate to charges incurred in connection with the Company’s various restructuring programs. Refer to Note 4 in the condensed consolidated financial statements for further information. |
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(f) | Other items for the three months ended March 31, 2025 primarily relate to fees incurred for certain other strategic initiatives, including the potential divestiture of our styrenics business. |
Other items for the three months ended March 31, 2024 primarily relate to fees incurred in conjunction with certain of the Company’s strategic initiatives, including the potential divestiture of our styrenics business and our transition to a new enterprise resource planning system.
Liquidity and Capital Resources
Cash Flows
The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2025 and 2024. We have derived the summarized cash flow information from our unaudited financial statements.
Three Months Ended | ||||||
March 31, | ||||||
(in millions) |
| 2025 |
| 2024 | ||
Net cash provided by (used in): |
| |||||
Operating activities | $ | (110.2) | $ | (66.2) | ||
Investing activities | (8.7) | (11.0) | ||||
Financing activities |
| 32.8 | (9.2) | |||
Effect of exchange rates on cash |
| 2.5 | (3.2) | |||
Net change in cash, cash equivalents, and restricted cash | $ | (83.6) | $ | (89.6) |
Operating Activities
Net cash used in operating activities during the three months ended March 31, 2025 totaled $110.2 million, which included a $102.6 million increase in working capital, including the impact of $18.0 million in expenses related to refinancing that were not eligible for capitalization as deferred financing costs.
Net cash used in operating activities during the three months ended March 31, 2024 totaled $66.2 million, which included a $39.4 million of cash interest payments. While the first quarter working capital increase was expected, it was higher than our typical seasonal working capital build due to significantly higher styrene costs.
Investing Activities
Net cash used in investing activities during the three months ended March 31, 2025 totaled $8.7 million, which was primarily attributable to capital expenditures.
Net cash used in investing activities during the three months ended March 31, 2024 totaled $11.0 million, which was primarily attributable to capital expenditures of $15.7 million offset by proceeds from the sale of other assets of $4.7 million.
Financing Activities
Net cash provided by financing activities during the three months ended March 31, 2025 totaled $32.8 million. During the three months the Company drew $70.0 million in proceeds from the Accounts Receivable Securitization Facility, and repaid $10.0 million, principally related to funding working capital through the quarter. This activity also included the issuance of additional 2028 Refinance Term Loans ($115.0 million of aggregate principal) in exchange for the redemption of the 2025 Senior Notes ($115.0 million reduction in aggregate principal), $19.8 million of debt issuance costs that met the criteria for deferred financing charges, $0.5 million of dividends paid, and $1.8 million of net repayments of short-term borrowings.
Net cash used in financing activities during the three months ended March 31, 2024 totaled $9.2 million. This activity was primarily due to $4.6 million in debt repayments, $0.6 million of dividends paid, and $3.7 million of net repayments of short-term borrowings. During the three months the Company drew and fully repaid $30.0 million in proceeds from the Accounts Receivable Securitization Facility.
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Free Cash Flow
We use Free Cash Flow as a non-GAAP measure to evaluate and discuss the Company’s liquidity position and results. Free Cash Flow is defined as cash from operating activities, less capital expenditures. We believe that Free Cash Flow provides an indicator of the Company’s ongoing ability to generate cash through core operations, as it excludes the cash impacts of various financing transactions as well as cash flows from business combinations that are not considered organic in nature. We also believe that Free Cash Flow provides management and investors with useful analytical indicator of our ability to service our indebtedness, pay dividends (when declared), and meet our ongoing cash obligations.
Free Cash Flow is not intended to represent cash flows from operations as defined by GAAP, and therefore, should not be used as an alternative for that measure. Other companies in our industry may define Free Cash Flow differently than we do. As a result, it may be difficult to use this or similarly-named financial measures that other companies may use, to compare the liquidity and cash generation of those companies to our own. We compensate for these limitations by providing a reconciliation to cash provided by operating activities from continuing operations, which is determined in accordance with GAAP.
Three Months Ended | ||||||
March 31, | ||||||
(in millions) |
| 2025 |
| 2024 | ||
Cash used in operating activities | $ | (110.2) | $ | (66.2) | ||
Capital expenditures | (8.7) | (15.7) | ||||
Free Cash Flow | $ | (118.9) | $ | (81.9) |
Refer to the discussion above for significant impacts to cash provided by (used in) operating activities for the three months ended March 31, 2025 and 2024.
Capital Resources and Liquidity
We require cash principally for day-to-day operations, to finance capital investments and other initiatives, to purchase materials, to service our outstanding indebtedness, and to fund the return of capital to shareholders via dividend payments and ordinary share repurchases, when deemed appropriate. Our sources of liquidity include cash on hand, cash flow from operations from continuing operations, and amounts available under the OpCo Super-Priority Revolver and the Accounts Receivable Securitization Facility (discussed further below).
The 2028 Refinance Credit Agreement requires the Company to comply with customary affirmative, negative and financial covenants, and contains events of default including (i) relating to a change of control or (ii) failure to maintain at least $100.0 million of Liquidity at the end of any calendar month, and (iii) a cross default to the Credit Agreement. If an event of default occurs, the Term Lenders will be entitled to take various actions, including the acceleration of amounts due under the 2028 Refinance Term Loans. Liquidity is defined substantially similar under both the OpCo Super-Priority Revolver and the 2028 Refinance Credit Agreement, as a combination of cash and cash equivalents held at certain of the Company’s restricted subsidiaries as well as the funds available for borrowing under both the OpCo Super-Priority Revolver and the Accounts Receivable Securitization Facility, subject to certain restrictions outlined in the 2028 Refinance Credit Agreement.
In addition, the OpCo Super-Priority Revolver’s anti-cash hoarding covenant requires repayment of existing borrowings under the OpCo Super-Priority Revolver of the excess amount of cash and cash equivalents held by loan parties over $100.0 million or the excess cash and cash equivalents held by non-loan parties over $50.0 million. As of March 31, 2025, the Company was in compliance with all debt covenant requirements under all debt agreements.
As of March 31, 2025, the Company had Liquidity of $416.8 million, comprised of $121.5 million of cash and cash equivalents and approximately $295.3 million of funds available for borrowing under both the OpCo Super-Priority Revolver and the Accounts Receivable Securitization Facility, $280.3 million and $15.0 million respectively.
As of March 31, 2025 and December 31, 2024, we had $2,518.1 million and $2,448.4 million, respectively, in outstanding indebtedness and $346.7 million and $267.3 million, respectively, in working capital. In addition, as of March 31, 2025 and December 31, 2024, we had $75.3 million and $107.7 million, respectively, of foreign cash and
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cash equivalents on our balance sheet, outside of Ireland, our country of domicile, all of which is readily convertible into other foreign currencies, including the U.S. dollar. Our intention is not to permanently reinvest our foreign cash and cash equivalents. Accordingly, we record deferred income tax liabilities related to the unremitted earnings of our subsidiaries.
The following table outlines our outstanding indebtedness as of March 31, 2025 and December 31, 2024 and the associated interest expense, including amortization of deferred financing fees and debt discounts. Effective interest rates for the borrowings included in the table below exclude the impact of deferred financing fee amortization, certain other fees charged to interest expense (such as fees for unused commitment fees during the period), and the impacts of derivatives designated as hedging instruments. For definitions of capitalized terms not included herein, refer to our Annual Report on Form 10-K (“Annual Report”).
As of and for the Three Months Ended | As of and for the Year Ended | |||||||||||||||
March 31, 2025 | December 31, 2024 | |||||||||||||||
Effective | Effective | |||||||||||||||
Interest | Interest | Interest | Interest | |||||||||||||
($ in millions) |
| Balance |
| Rate |
| Expense |
| Balance | Rate |
| Expense | |||||
2029 Refinance Senior Notes | $ | 445.4 | 7.7 | % | $ | 3.9 | $ | — | — | % | $ | — | ||||
2029 Senior Notes | — | 5.0 | % | 1.6 | 447.0 | 5.0 | % | 24.8 | ||||||||
2025 Senior Notes | — | 5.2 | % | 0.3 | 115.0 | 5.3 | % | 6.5 | ||||||||
Senior Credit Facility | ||||||||||||||||
2028 Term Loan B | 720.2 | 7.2 | % | 13.8 | 721.9 | 8.0 | % | 62.2 | ||||||||
OpCo Super-Priority Revolver | — | — | % | 0.6 | — | — | % | — | ||||||||
2026 Revolving Facility | — | — | % | — | — | — | % | 2.9 | ||||||||
2028 Refinance Term Loans | 1,212.8 | 13.8 | % | 44.3 | 1,083.2 | 14.4 | % | 167.8 | ||||||||
Accounts Receivable Securitization Facility |
| 135.0 | 9.1 | % |
| 2.8 |
| 75.0 | 8.7 | % |
| 6.9 | ||||
Other indebtedness |
| 4.7 | 8.0 | % |
| 0.1 |
| 6.3 | 3.6 | % |
| 0.4 | ||||
Total | $ | 2,518.1 | $ | 67.4 | $ | 2,448.4 | $ | 271.5 |
Our 2025 Senior Notes were issued under an indenture executed in 2017 (the “2025 Notes Indenture”), included $115.0 million aggregate principal amount of 5.375% senior notes that mature on September 1, 2025. On January 17, 2025, the remaining 2025 Senior Notes, including principal and interest thereon, were redeemed, upon which redemption the related indenture was satisfied and discharged. In exchange, the Company amended the 2028 Refinance Credit Agreement to provide for an additional senior secured term loan facility of $115.0 million original principal bearing interest at a rate per annum equal to Term SOFR plus 8.50%, subject to a 3.00% SOFR floor.
Our 2029 Senior Notes, as issued under the indenture executed in 2021 (the “2029 Notes Indenture”), included $447.0 million aggregate principal amount of 5.125% senior notes that mature on April 1, 2029. On January 17, 2025, the Company redeemed $446.5 million of aggregate principal in exchange for the issuance of the second lien 2029 Refinance Senior Notes. Our 2029 Refinance Senior Notes, as issued under the indenture executed in 2025 (the “2L Note Indenture”), include $379.5 million aggregate principal amount of 7.625% senior notes that mature on May 3, 2029. Interest on the 2029 Refinance Senior Notes is payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2025. On March 20, 2025, the remaining 2029 Senior Notes, including principal, redemption premium, and interest thereon, were redeemed for $0.5 million, upon which redemption the related indenture was satisfied and discharged.
The 2028 Refinance Term Loans (with original principal of $1,077.3 million, maturing in May 2028) require scheduled quarterly payments in amounts equal to 0.25% of the original principal plus the additional $115.0 million of principal issued in January 2025. The 2028 Refinance Term Loans bear interest at a rate per annum equal to Term SOFR (as defined in the 2028 Refinance Credit Agreement) plus 8.50%, subject to a 3.00% SOFR floor, were issued at a 3.0% original issue discount and
The Senior Credit Facility includes our 2028 Term Loan B (with original principal of $750.0 million, maturing in May 2028), which requires scheduled quarterly payments in amounts equal to 0.25% of the original principal. The stated interest rate on our 2028 Term Loan B is SOFR plus 2.50% (subject to a 0.00% SOFR floor), and was issued at a 0.5% original issue discount.
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During the three months ended March 31, 2025, the Company made $1.9 million and $2.7 million of net principal payments on the 2028 Term Loan B and the 2028 Refinance Term Loans, respectively, with an additional $18.3 million of scheduled future payments classified within current debt on the Company’s consolidated balance sheet as of March 31, 2025 related to both the 2028 Refinance Term Loans and the 2028 Term Loan B.
Under the terms of the 2028 Refinance Credit Agreement, through September 8, 2025, the Company may, at its discretion, make a payment in kind election (“PIK Interest Election”) to convert a portion of the quarterly interest margin payable to principal, and the converted principal is subject to an additional 1.00% margin. Under the terms of the 2L Note Indenture, the Company will make a PIK Interest Election for 2.50% of the annual interest payable for each of its first six semi-annual interest payments starting on August 15, 2025.
During the three months ended March 31, 2025, the Company executed the PIK Elections and deferred $14.8 million of interest payable and capitalized as long-term debt. During the year ended December 31, 2024, the Company deferred payment of $33.9 million of interest payable and capitalized as long-term debt.
As of March 31, 2025, under the OpCo Super-Priority Revolver, the Company had a capacity of $300.0 million with capacity of $60.0 million under the letter of credit subfacility. As of March 31, 2025, the Company had funds available for borrowing of $280.3 million (net of the applicable $19.7 million outstanding letters of credit as defined in the secured credit agreement). Additionally, the Company was required to pay a quarterly commitment fee for any unused commitments equal to 0.375% per annum.
We also continue to maintain an accounts receivable securitization facility that matures in January 2028, with an optional one-year extension (the “Accounts Receivable Securitization Facility”). The facility has a borrowing limit of $150.0 million and bears interest at a rate per annum equal to Adjusted Term SOFR or EURIBOR (each as defined in the Accounts Receivable Securitization Facility credit agreement, subject to a 1.00% floor), depending on the borrowing currency, plus a margin of 4.75%, and the Company incurs interest on a minimum of $75.0 million of advances, irrespective of actual amounts outstanding. It contains standard representations, warranties and covenants, as well as standard events of default, including those relating to cross-default to the Company’s other material indebtedness and may be terminated at any time, subject to a 1.00% call premium prior to January 2027.
As of March 31, 2025, there was $135.0 million outstanding under the facility and the Company had $183.9 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable, and had $15.0 million of additional funds available for borrowing. During the quarter ended March 31, 2025, the Company drew $70.0 million and repaid $10.0 million from the facility.
Our ability to raise additional financing and our borrowing costs may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios.
We and our subsidiaries, affiliates or significant shareholders may from time to time seek to retire or purchase our outstanding debt through cash purchases in the open market, privately negotiated transactions, exchange transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Trinseo Holding S.á r.l. (formerly Trinseo Materials Operating S.C.A.) and Trinseo Materials Finance, Inc. (the “Issuers” of our 2029 Refinance Senior Notes and “Borrowers” under our Senior Credit Facility) are dependent upon the cash generation and receipt of distributions and dividends or other payments from our subsidiaries and joint venture in order to satisfy their debt obligations. There are no known significant restrictions by third parties on the ability of subsidiaries of the Company to disburse or dividend funds to the Issuers and the Borrowers in order to satisfy these obligations. However, as the Company’s subsidiaries are located in a variety of jurisdictions, the Company can give no assurances that our subsidiaries will not face transfer restrictions in the future due to regulatory or other reasons beyond our control.
The Senior Credit Facility and Indentures also limit the ability of the Borrowers and Issuers, respectively, to pay dividends or make other distributions to Trinseo PLC, which could then be used to make distributions to shareholders. During the three months ended March 31, 2025, the Company declared dividends of $0.01 per ordinary share, totaling $0.4 million, all of which was accrued as of March 31, 2025 and was paid in April 2025. These dividends are within the available capacity under the terms of the restrictive covenants contained in the Senior Credit Facility and Indentures.
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Further, additional capacity continues to be available under the terms of these covenants to support expected future dividends to shareholders, should the Company continue to declare them.
Despite the economic environment, the Company maintains access to capital resources through continued focus on liquidity improvement actions. We believe funds provided by operations, our existing cash and cash equivalent balances, coupled with borrowings available under our OpCo Super-Priority Revolver and our Accounts Receivable Securitization Facility will be adequate to meet all necessary operating and capital expenditures for at least the next twelve months under current operating conditions. Further, we also believe that our financial resources will allow us to manage the anticipated impact of this challenging macroeconomic environment on our business operations for the foreseeable future, which could include lower demand, reductions in revenue or delays in payments from customers and other third parties. However, in the event the Company is unable to achieve its forecasts or maintain minimum liquidity covenants, it could have a material adverse impact on our access to liquidity, results of operation and financial condition.
Our ability to generate cash from operations to service our indebtedness and meet other liquidity needs is subject to certain risks described herein and under Part 1, Item 1A – Risk Factors of our Annual Report, as well as risk factors included in Part II, Item 1A herein. As of March 31, 2025, we were in compliance with all the covenants and default provisions under our debt agreements. Refer to our Annual Report for further information on the details of the covenant requirements.
Contractual Obligations and Commercial Commitments
There have been no material revisions outside the ordinary course of business to our contractual obligations as described within “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commercial Commitments” within our Annual Report.
Critical Accounting Policies and Estimates
Our unaudited interim condensed consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses at the date of and during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.
We describe our significant accounting policies in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in our Annual Report, while we discuss our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report. There have been no material revisions to the significant accounting policies or critical accounting policies and estimates as filed in our Annual Report.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Recent Accounting Pronouncements
We describe the impact of recent accounting pronouncements in Note 2 of our condensed consolidated financial statements, included elsewhere within this Quarterly Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As discussed in “Quantitative and Qualitative Disclosures About Market Risk” within our Annual Report, we are exposed to changes in interest rates and foreign currency exchange rates as well as changes in the prices of certain commodities that we use in production. There have been no material changes in our exposure to market risks from the information provided within our Annual Report.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining internal controls designed to provide reasonable assurance that information required to be disclosed by us in our reports that we file or submit under the Exchange Act (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, with the participation of our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report were effective to provide the reasonable level of assurance described above.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time we may be subject to various legal claims and proceedings incidental to the normal conduct of business, relating to such matters as product liability, antitrust, competition, waste disposal practices, release of chemicals into the environment and other matters that may arise in the ordinary course of our business. Regardless of the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. For information regarding new matters and material developments in legal proceedings during the quarter ended March 31, 2025, see “Litigation Matters” in Note 13 to our condensed consolidated financial statements.
Item 1A. Risk Factors
Our business faces various risks. Certain important factors may have a material adverse effect on our business prospects, financial condition and results of operations, and you should carefully consider them. Accordingly, in evaluating our business, we encourage you to consider the risk factors related to our ordinary shares as well those risk factors related to our business and industry which have been previously disclosed in Part 1, Item 1A of our Annual Report for the year ended December 31, 2024. Certain material updates to these risk factors are included below.
We encourage you to consider these risks, in their entirety, in addition to other information contained in or incorporated by reference into this Quarterly Report and our other public filings with the SEC. Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) | Recent sales of unregistered securities |
None.
(b) | Use of Proceeds from registered securities |
None.
(c) | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
None.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2025, one director and one executive officer adopted trading arrangements intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934.
Name | Action | Date | Duration (1) | Total Number of Shares to be Sold |
Adopted | 03/04/2025 | 06/05/2025 – | Up to | |
Adopted | 03/05/2025 | 07/15/2025 – | Up to shares |
(1) | Unless earlier terminated pursuant to the terms of the trading arrangement. |
(2) | Trading arrangement entered into by the Cote 2019 Irrevocable Indenture Trust, whose shares are reported as indirectly held by Mr. Cote. |
No other directors or executive officers of the Company adopted or terminated a trading arrangement intended to satisfy the affirmative defenses of Rule 10b5-1 under the Securities Exchange Act of 1934 or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K, during the three months ended March 31, 2025.
Item 6. Exhibits
See Exhibit Index.
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EXHIBIT INDEX
Exhibit No. | Description |
3.1 | |
4.1 | |
4.2 | |
10.1*† | |
10.2*† | |
10.3*† | |
10.4* | |
10.5 | |
10.6§ | |
10.7§ | |
10.8*§ | |
19.1† | |
31.1† | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2† | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1† | |
32.2† | |
101.INS† | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH† | XBRL Taxonomy Extension Schema Document |
101.CAL† | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF† | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB† | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE† | XBRL Taxonomy Extension Presentation Linkbase Document |
104† | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
† Filed herewith.
* Compensatory plan or arrangement.
§ Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.
Date: May 8, 2025
TRINSEO PLC | ||
By: | /s/ Frank Bozich | |
Name: | Frank Bozich | |
Title: | President, Chief Executive Officer | |
(Principal Executive Officer) | ||
By: | /s/ David Stasse | |
Name: | David Stasse | |
Title: | Executive Vice President, Chief Financial Officer | |
(Principal Financial Officer) | ||