UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly
period ended June 30, 2026
OR
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|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition
period from to
Commission file
number: 001-12957
Viskase Holdings, Inc.
(Exact name of
registrant as specified in its charter)
|
|
|
|
Delaware |
22-2372868 |
|
(State or other
jurisdiction of incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
333 East
Butterfield Road, Suite 400, Lombard, Illinois |
60148 |
|
(Address of
principal executive offices) |
(Zip Code) |
(630) 874-0700
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name, former
address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of
the Act:
|
Title of each
class |
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Trading
Symbol(s) |
|
Name of each
exchange on which registered |
|
None |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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|
Large accelerated filer ☐ |
Accelerated filer ☐ |
|
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
|
|
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Shares of Common Stock outstanding as of August 3, 2026: 14,331,620
VISKASE HOLDINGS,
INC.
Table of Contents
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Page |
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3 |
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3 |
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Management’s Discussion and
Analysis of Financial Condition and Results of Operations |
29 |
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41 |
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41 |
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41 |
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41 |
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42 |
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42 |
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42 |
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44 |
2
PART I – FINANCIAL INFORMATION
VISKASE HOLDINGS,
INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except
for Number of Shares and Per Share Amounts)
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June 30, |
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December 31, |
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2026 |
|
2025 |
||
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|
(Unaudited) |
|
(Audited) |
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ASSETS |
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Current assets: |
|
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|
Cash and cash equivalents |
|
$ |
7,911 |
|
$ |
9,217 |
|
Receivables, net |
|
|
67,385 |
|
|
60,182 |
|
Inventories, net |
|
|
105,296 |
|
|
96,755 |
|
Other current
assets |
|
|
46,745 |
|
|
42,494 |
|
Total current assets |
|
|
227,337 |
|
|
208,648 |
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
493,194 |
|
|
482,326 |
|
Less accumulated
depreciation |
|
|
(345,541) |
|
|
(341,022) |
|
Property, plant and equipment, net |
|
|
147,653 |
|
|
141,304 |
|
|
|
|
|
|
|
|
|
Right of use assets |
|
|
18,094 |
|
|
19,946 |
|
Other assets, net |
|
|
9,821 |
|
|
9,842 |
|
Intangible assets, net |
|
|
12,620 |
|
|
13,401 |
|
Goodwill |
|
|
3,049 |
|
|
3,131 |
|
Deferred tax asset |
|
|
5,909 |
|
|
5,870 |
|
Total Assets |
|
$ |
424,483 |
|
$ |
402,142 |
|
|
|
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LIABILITIES,
MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY |
|
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Current liabilities: |
|
|
|
|
|
|
|
Short-term debt |
|
$ |
54,468 |
|
$ |
141,774 |
|
Accounts payable |
|
|
39,424 |
|
|
44,342 |
|
Accrued
liabilities |
|
|
25,495 |
|
|
24,282 |
|
Short-term lease liabilities |
|
|
4,243 |
|
|
4,119 |
|
Total current
liabilities |
|
|
123,630 |
|
|
214,517 |
|
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|
|
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|
|
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Long-term debt,
net of current maturities |
|
|
74,929 |
|
|
— |
|
Long-term liabilities: |
|
|
|
|
|
|
|
Accrued employee
benefits |
|
|
22,609 |
|
|
23,597 |
|
Deferred income taxes |
|
|
1,470 |
|
|
1,557 |
|
Long-term lease
liabilities |
|
|
16,200 |
|
|
18,111 |
|
|
|
|
|
|
|
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Mezzanine equity: |
|
|
|
|
|
|
|
Series C preferred stock - $0.01 par value, 3,000,000
shares authorized, 384 and 0 issued and outstanding (liquidation value $1,129
and $0 per share) at June 30, 2026 and December 31, 2025, respectively |
|
|
433 |
|
|
— |
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
Common stock,
$0.01 par value; 170,000,000 shares authorized, 14,371,173 shares issued and
14,331,620 shares outstanding at June 30, 2026 and 170,000,000 shares
authorized 6,651,652 shares issued and 6,612,099 shares outstanding at
December 31, 2025 |
|
|
143 |
|
|
66 |
|
Paid in capital |
|
|
267,959 |
|
|
213,019 |
|
Retained earnings |
|
|
(23,632) |
|
|
(11,881) |
|
Accumulated other comprehensive loss |
|
|
(57,670) |
|
|
(55,361) |
|
Total Viskase
stockholders’ equity |
|
|
186,800 |
|
|
145,843 |
|
Deficit attributable to non-controlling interest |
|
|
(1,587) |
|
|
(1,483) |
|
Total stockholders’
equity |
|
|
185,213 |
|
|
144,360 |
|
Total Liabilities, Mezzanine Equity, and Stockholders’
Equity |
|
$ |
424,483 |
|
$ |
402,142 |
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
3
VISKASE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except
for Number of Shares and Per Share Amounts)
(Unaudited)
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Three Months
Ended |
|
Three Months
Ended |
|
Six Months
Ended |
|
Six Months
Ended |
||||
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June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
||||
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2026 |
|
2025 |
|
2026 |
|
2025 |
||||
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NET SALES |
|
$ |
90,131 |
|
$ |
97,279 |
|
$ |
176,668 |
|
$ |
191,467 |
|
Cost of sales |
|
|
79,033 |
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|
85,645 |
|
|
156,570 |
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|
165,427 |
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GROSS MARGIN |
|
|
11,098 |
|
|
11,634 |
|
|
20,098 |
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|
26,040 |
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Selling, general and administrative |
|
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12,149 |
|
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12,929 |
|
|
24,583 |
|
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24,624 |
|
Amortization of
intangibles |
|
|
535 |
|
|
388 |
|
|
1,071 |
|
|
750 |
|
Asset impairment expense |
|
|
226 |
|
|
— |
|
|
226 |
|
|
12,100 |
|
Restructuring
expense |
|
|
203 |
|
|
947 |
|
|
566 |
|
|
5,597 |
|
|
|
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OPERATING LOSS |
|
|
(2,015) |
|
|
(2,630) |
|
|
(6,348) |
|
|
(17,031) |
|
Interest expense, net |
|
|
2,704 |
|
|
2,837 |
|
|
5,528 |
|
|
5,597 |
|
Other expense
(income), net |
|
|
109 |
|
|
438 |
|
|
(1,074) |
|
|
(1,717) |
|
|
|
|
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|
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|
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|
LOSS BEFORE INCOME
TAXES |
|
|
(4,828) |
|
|
(5,905) |
|
|
(10,802) |
|
|
(20,911) |
|
Income tax provision |
|
|
305 |
|
|
14,353 |
|
|
1,053 |
|
|
12,941 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
NET LOSS |
|
|
(5,133) |
|
|
(20,258) |
|
|
(11,855) |
|
|
(33,852) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: net loss attributable to noncontrolling interests |
|
$ |
(71) |
|
$ |
(12) |
|
$ |
(104) |
|
$ |
(21) |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net loss attributable to Viskase Holdings, Inc |
|
$ |
(5,062) |
|
$ |
(20,246) |
|
$ |
(11,751) |
|
$ |
(33,831) |
|
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WEIGHTED AVERAGE COMMON STOCK |
|
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- BASIC AND
DILUTED |
|
|
14,331,620 |
|
|
5,419,340 |
|
|
11,149,115 |
|
|
5,273,964 |
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PER SHARE AMOUNTS: |
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EARNINGS PER SHARE |
|
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|
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|
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|
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|
- BASIC AND
DILUTED |
|
$ |
(0.35) |
|
$ |
(3.74) |
|
$ |
(1.05) |
|
$ |
(6.41) |
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
VISKASE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In Thousands)
(Unaudited)
|
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Three Months
Ended |
|
Three Months
Ended |
|
Six Months
Ended |
|
Six Months
Ended |
||||
|
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
||||
|
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(5,133) |
|
$ |
(20,258) |
|
$ |
(11,855) |
|
$ |
(33,852) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive (loss) income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability
adjustment |
|
|
(223) |
|
|
1,187 |
|
|
(393) |
|
|
1,286 |
|
Foreign currency translation adjustment |
|
|
(116) |
|
|
5,237 |
|
|
(1,916) |
|
|
7,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income, net of tax |
|
|
(339) |
|
|
6,424 |
|
|
(2,309) |
|
|
8,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(5,472) |
|
$ |
(13,834) |
|
$ |
(14,164) |
|
$ |
(25,172) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: comprehensive loss attributable to noncontrolling
interests |
|
|
(71) |
|
|
(12) |
|
|
(104) |
|
|
(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net comprehensive loss attributable to Viskase
Holdings, Inc |
|
$ |
(5,401) |
|
$ |
(13,822) |
|
$ |
(14,060) |
|
$ |
(25,151) |
The accompanying
notes are an integral part of these unaudited condensed consolidated financial
statements.
5
VISKASE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands)
(Unaudited)
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Mezzanine |
|
Mezzanine |
|
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Equity |
|
Equity |
|
|
Common |
|
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|
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Accumulated |
|
Total |
|
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|||
|
|
|
Series C |
|
Series C |
|
|
stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
Viskase |
|
Non- |
|
Total |
|||||
|
|
|
Preferred |
|
Preferred |
|
|
Issued |
|
Common |
|
Paid in |
|
Treasury |
|
Retained |
|
comprehensive |
|
stockholders’ |
|
controlling |
|
stockholders’ |
|||||||||
|
|
|
Stock
(Shares) |
|
Stock |
|
|
(Shares) |
|
stock |
|
capital |
|
stock |
|
earnings |
|
loss |
|
equity |
|
Interest |
|
equity |
|||||||||
|
Balance January 1,
2025 (as previously reported) |
|
— |
|
|
— |
|
|
103,190,665 |
|
$ |
1,040 |
|
$ |
182,343 |
|
$ |
(298) |
|
$ |
53,610 |
|
$ |
(65,386) |
|
$ |
171,309 |
|
$ |
(1,321) |
|
$ |
169,988 |
|
Retroactive application of Merger |
|
— |
|
|
— |
|
|
(98,122,166) |
|
|
(989) |
|
|
691 |
|
|
298 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Balances at
January 1, 2025 effect of reverse acquisition (refer to Note 2) |
|
— |
|
|
— |
|
|
5,068,499 |
|
|
51 |
|
|
183,034 |
|
|
— |
|
|
53,610 |
|
|
(65,386) |
|
|
171,309 |
|
|
(1,321) |
|
|
169,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(13,585) |
|
|
— |
|
|
(13,585) |
|
|
(9) |
|
|
(13,594) |
|
Foreign currency translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,157 |
|
|
2,157 |
|
|
— |
|
|
2,157 |
|
Pension liability
adjustment, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
99 |
|
|
99 |
|
|
— |
|
|
99 |
|
Private placement of common stock |
|
— |
|
|
— |
|
|
350,841 |
|
|
4 |
|
|
14,996 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,000 |
|
|
— |
|
|
15,000 |
|
Balance March 31,
2025 |
|
— |
|
|
— |
|
|
5,419,340 |
|
$ |
55 |
|
$ |
198,030 |
|
$ |
— |
|
$ |
40,025 |
|
$ |
(63,130) |
|
$ |
174,980 |
|
$ |
(1,330) |
|
|
173,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(20,244) |
|
|
— |
|
|
(20,244) |
|
|
(12) |
|
|
(20,258) |
|
Foreign currency translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,237 |
|
|
5,237 |
|
|
— |
|
|
5,237 |
|
Pension liability
adjustment, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,187 |
|
|
1,187 |
|
|
— |
|
|
1,187 |
|
Balance June 30, 2025 |
|
— |
|
|
— |
|
|
5,419,340 |
|
$ |
55 |
|
$ |
198,030 |
|
$ |
— |
|
$ |
19,781 |
|
$ |
(56,706) |
|
$ |
161,160 |
|
$ |
(1,342) |
|
$ |
159,816 |
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine |
|
Mezzanine |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Equity |
|
Equity |
|
|
Common |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
Total |
|
|
|
|
|
|
|||
|
|
|
Series C |
|
Series C |
|
|
stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
Viskase |
|
Non- |
|
Total |
|||||
|
|
|
Preferred |
|
Preferred |
|
|
Issued |
|
Common |
|
Paid in |
|
Treasury |
|
Retained |
|
comprehensive |
|
stockholders’ |
|
controlling |
|
stockholders’ |
|||||||||
|
|
|
Stock
(Shares) |
|
Stock |
|
|
(Shares) |
|
stock |
|
capital |
|
stock |
|
earnings |
|
loss |
|
equity |
|
Interest |
|
equity |
|||||||||
|
Balance January 1,
2026 (as previously reported) |
|
— |
|
$ |
— |
|
|
134,617,157 |
|
$ |
1,346 |
|
$ |
212,037 |
|
$ |
298 |
|
$ |
(11,881) |
|
$ |
(55,361) |
|
$ |
145,843 |
|
$ |
(1,483) |
|
$ |
144,360 |
|
Retroactive application of Merger |
|
— |
|
|
— |
|
|
(128,005,058) |
|
|
(1,280) |
|
|
982 |
|
|
298 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Balance January 1,
2026 |
|
— |
|
|
— |
|
|
6,612,099 |
|
$ |
66 |
|
$ |
213,019 |
|
$ |
— |
|
$ |
(11,881) |
|
$ |
(55,361) |
|
$ |
145,843 |
|
$ |
(1,483) |
|
$ |
144,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,689) |
|
|
— |
|
|
(6,689) |
|
|
(33) |
|
|
(6,722) |
|
Foreign currency translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,800) |
|
|
(1,800) |
|
|
— |
|
|
(1,800) |
|
Pension liability
adjustment, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(170) |
|
|
(170) |
|
|
— |
|
|
(170) |
|
Private placement of common stock |
|
— |
|
|
— |
|
|
1,270,288 |
|
|
13 |
|
|
14,987 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,000 |
|
|
— |
|
|
15,000 |
|
Equity
consideration issued for acquisition (Note 2) |
|
384 |
|
|
433 |
|
|
6,449,233 |
|
|
64 |
|
|
39,952 |
|
|
— |
|
|
— |
|
|
— |
|
|
40,016 |
|
|
— |
|
|
40,016 |
|
Balance March 31, 2026 |
|
384 |
|
|
433 |
|
|
14,331,620 |
|
$ |
143 |
|
$ |
267,958 |
|
$ |
— |
|
$ |
(18,570) |
|
$ |
(57,331) |
|
$ |
192,200 |
|
$ |
(1,516) |
|
$ |
190,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,062) |
|
|
— |
|
|
(5,062) |
|
|
(71) |
|
|
(5,133) |
|
Foreign currency
translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(116) |
|
|
(116) |
|
|
— |
|
|
(116) |
|
Pension liability adjustment, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(223) |
|
|
(223) |
|
|
— |
|
|
(223) |
|
Private placement
of common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Equity consideration issued for acquisition (Note 2) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Balance June 30,
2026 |
|
384 |
|
|
433 |
|
|
14,331,620 |
|
$ |
143 |
|
$ |
267,958 |
|
$ |
— |
|
$ |
(23,632) |
|
$ |
(57,670) |
|
$ |
186,799 |
|
$ |
(1,587) |
|
$ |
185,213 |
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
7
VISKASE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months
Ended |
|
Six Months
Ended |
||
|
|
|
June 30, |
|
June 30, |
||
|
|
|
2026 |
|
2025 |
||
|
|
|
|
|
|
|
|
|
Cash flows from
operating activities: |
|
|
|
|
|
|
|
Net loss |
|
$ |
(11,855) |
|
$ |
(33,852) |
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash |
|
|
|
|
|
|
|
(used in) provided
by operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
8,648 |
|
|
10,290 |
|
Amortization of
deferred financing fees |
|
|
842 |
|
|
322 |
|
Deferred income taxes |
|
|
103 |
|
|
— |
|
Loss on impairment
of assets |
|
|
226 |
|
|
12,100 |
|
|
|
|
|
|
|
|
|
Changes in
operating assets and liabilities: |
|
|
|
|
|
|
|
Receivables |
|
|
(8,290) |
|
|
4,462 |
|
Inventories |
|
|
(10,421) |
|
|
4,848 |
|
Other current assets |
|
|
(4,850) |
|
|
2,344 |
|
Other assets |
|
|
(237) |
|
|
11,363 |
|
Accounts payable |
|
|
(3,129) |
|
|
(5,434) |
|
Accrued
liabilities |
|
|
1,772 |
|
|
(395) |
|
Accrued employee benefits |
|
|
(338) |
|
|
(1,503) |
|
Other |
|
|
9 |
|
|
(2,171) |
|
Total adjustments |
|
|
(15,665) |
|
|
36,226 |
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities |
|
|
(27,520) |
|
|
2,373 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Capital
expenditures |
|
|
(16,682) |
|
|
(16,342) |
|
Net cash used in investing activities |
|
|
(16,682) |
|
|
(16,342) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Cash acquired in
connection with reverse recapitalization |
|
|
40,855 |
|
|
— |
|
Deferred financing costs |
|
|
(1,958) |
|
|
(300) |
|
Issuance of common
stock |
|
|
15,000 |
|
|
15,000 |
|
Repayment of short-term debt |
|
|
(11,547) |
|
|
(5,625) |
|
Proceeds from
long-term debt |
|
|
647 |
|
|
7,758 |
|
Net cash provided by financing activities |
|
|
42,997 |
|
|
16,833 |
|
|
|
|
|
|
|
|
|
Effect of currency exchange rate changes on cash |
|
|
(101) |
|
|
344 |
|
Net increase in
cash and equivalents |
|
|
(1,306) |
|
|
3,208 |
|
Cash, equivalents and restricted cash at beginning of
period |
|
|
9,217 |
|
|
5,704 |
|
Cash, equivalents
and restricted cash at end of period |
|
$ |
7,911 |
|
$ |
8,912 |
|
|
|
|
|
|
|
|
|
Supplemental cash
flow information: |
|
|
|
|
|
|
|
Interest paid less capitalized interest |
|
$ |
4,684 |
|
$ |
5,274 |
|
Income taxes paid |
|
$ |
2,512 |
|
$ |
200 |
|
Capital Expenditure in Accounts Payable |
|
$ |
2,699 |
|
$ |
— |
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
8
VISKASE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands)
Note 1 - Summary of Significant Accounting Policies
Merger
On March 26, 2026, (the “Closing Date”) Viskase Holdings, Inc. (formerly
known as Enzon Pharmaceuticals, Inc.) consummated the previously announced
transactions pursuant to the Agreement and Plan of Merger, dated as of June 20,
2025, by and among Viskase Companies, Inc., EPSC Acquisition Corp., a wholly
owned subsidiary of Enzon Pharmaceuticals, Inc. (“Merger Sub”), and Enzon
Pharmaceuticals, Inc. (“Enzon”), as amended by the First Amendment to the
Agreement and Plan of Merger, dated as of October 24, 2025 (as amended, the “Merger
Agreement”). Pursuant to the terms of the Merger Agreement, on the Closing
Date, Merger Sub merged with and into Viskase Companies, Inc., with Viskase
Companies, Inc. continuing as the surviving entity following the Merger and as
a wholly owned subsidiary of Viskase Holdings, Inc. Promptly following the
Merger, Viskase Companies, Inc. converted into a limited liability company
under Delaware law and changed its name to “Viskase Companies, LLC”, which we
refer to as “Viskase Companies”.
Promptly following the Merger, Enzon filed a Certificate of Amendment to
its Amended and Restated Certificate of Incorporation with the Secretary of
State of Delaware to change its name to “Viskase Holdings, Inc.”
The transactions contemplated by the Merger Agreement are hereinafter
referred to as the “Merger.” Unless otherwise indicated or the context
otherwise requires, references in these notes to condensed consolidated
financial statements to “Viskase” and “the Company” refer to the business and
operations of Viskase Companies prior to the Merger and to Viskase Holdings,
Inc. and its consolidated subsidiaries following the Merger. See Note 2, Merger,
for additional information on the Merger.
Nature of Operations
Viskase Holdings, Inc. together with its subsidiaries (“we” or the “Company”)
is a producer of non-edible cellulosic, fibrous and plastic casings used to
prepare and package processed meat products, and provides value-added support
services relating to these products, for some of the largest global consumer
products companies. We were incorporated in Delaware in 1970. The Company
operates eight manufacturing facilities in North America, Europe, South
America, and Asia and, as a result, is able to sell its products in nearly one
hundred countries throughout the world.
Going Concern
The Company’s financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
refinancing of its Senior Credit Facility before its maturity in August 2027.
We fully expect the refinancing will be completed before the maturity of
its Senior Credit Facility. However, there is no assurance that the Company
will be able to obtain sufficient additional funds to refinance these
maturities or that such funds, if available, will be obtainable on terms
satisfactory to the Company, and therefore substantial doubt exists about the
Company’s ability to continue as a going concern.
The condensed consolidated financial statements do not include any
adjustments that might result from the Company being unable to continue as a
going concern.
Seasonality
Historically, our domestic sales and profits have been seasonal in nature,
increasing in the spring and summer months. Sales outside of the United States
follow a relatively stable pattern throughout the year.
9
Basis of Presentation and Principles of Consolidation
The condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States (“U.S.
GAAP”). The consolidated financial statements include the accounts of the
Company, its subsidiaries and variable interest entity (“VIE”) for which the
Company is the primary beneficiary. All inter-company accounts and transactions
have been eliminated in consolidation.
Some details and footnotes required under U.S. GAAP have been reduced or
omitted to meet regulatory guidelines in the interim financial statements, but
the Company believes the information remains clear and accurate. For a more
complete understanding, these interim financial statements should be considered
alongside the consolidated financial statements and notes included in the
Company’s annual report for the year ending December 31, 2025.
The Company believes that the accompanying unaudited condensed
consolidated financial statements include all necessary adjustments, comprising
routine recurring accruals, to accurately reflect the financial position as of
June 30, 2026, as well as the operating results and cash flows for the periods
presented. However, the operating results for the period ended June 30, 2026
may not be representative of the results expected for the full year ending
December 31, 2026.
Noncontrolling Interests
The Company consolidated its variable interest in a joint venture, VE
Netting, LLC, as the Company is identified as the primary beneficiary.
Noncontrolling interests reflect the equity ownership held by third parties.
These noncontrolling interests are presented as a separate component of equity
within the consolidated financial statements, distinct from the Company’s
stockholders’ equity. The portion of net (loss) income attributable to
noncontrolling interests is reported in the condensed consolidated statements
of operations.
Use of Estimates in the Preparation of Financial Statements
The financial statements are prepared in accordance with generally
accepted accounting principles (“GAAP”) in the United States of America and
include the use of estimates and assumptions that affect a number of amounts
included in the Company’s financial statements, including, among other things,
pensions and other postretirement benefits and related disclosures, reserves
for excess and obsolete inventory, allowance for credit losses, and income
taxes. Management bases its estimates on historical experience and other
assumptions that we believe are reasonable. If actual amounts are ultimately
different from previous estimates, the revisions are included in the Company’s
results for the period in which the actual amounts become known. Historically,
the aggregate differences, if any, between the Company’s estimates and actual
amounts in any year have not had a significant effect on the Company’s
condensed consolidated financial statements.
Financial Instruments
The Company’s financial instruments include cash and cash equivalents,
accounts receivable and accounts payable. The carrying amounts of these
financial assets and liabilities approximate fair value due to the short
maturities of these instruments. Management believes the fair value of the
Company’s revolving loans approximate the carrying value due to credit risk or
current market rates, which approximate the effective interest rates on those
instruments. The fair value of the Company’s term loans is estimated by
discounting the future cash flow using the Company’s current borrowing rates
for similar types and maturities of debt.
Impairment of Long-Lived Assets
The Company has long-lived assets including property, plant and equipment
and intangible assets. Long-lived assets to be held and used are tested for
recoverability whenever events or changes in circumstances indicate that its
carrying amount may not be recoverable. Factors that the Company considers in
deciding when to perform an impairment review include significant
underperformance of the business in relation to expectations, significant
negative industry or economic trends and significant changes or planned changes
in the use of the assets. Impairments are recognized when the expected
undiscounted future operating cash flows derived from long-lived assets are
less than their carrying value. If impairment is identified, the loss is based
on the excess of the carrying value of the impaired asset group over its fair
value, determined based on discounted cash flows. During the six months ended
June 30, 2026, the Company recognized an impairment of $226 in the North
America asset group. During the six months ended June 30, 2025, the Company
implemented restructuring plans (see Note 16 – Restructuring) which resulted in
asset write-offs of $9,600 in the North America asset group.
10
Income Taxes
We account for income taxes in accordance with ASC 740, Income Taxes
(ASC 740). Deferred tax assets and liabilities are measured using enacted tax
laws and tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities due to a change in tax rates is
recognized in income in the period that includes the enactment date. In
addition, the amounts of any future tax benefits are reduced by a valuation
allowance to the extent such benefits are not expected to be realized on a more
likely than not basis.
A two-step approach is applied pursuant to ASC 740 in the recognition and
measurement of uncertain tax positions taken or expected to be taken in a tax
return. The first step is to determine if the weight of available evidence
indicates that it is more likely than not that the tax position will be
sustained in an audit, including resolution of any related appeals or
litigation processes. The second step is to measure the tax benefit as the
largest amount that is more than 50% likely to be realized upon ultimate
settlement. We recognize interest and penalties related to uncertain tax
positions in our provision for income taxes line of our consolidated statements
of operations.
Restructuring
Restructuring charges are incurred for programs in which the Company
changes its operations, the scope of a business undertaken by its business
units, or the manner in which that business is conducted. Such charges may
include employee severance, retention bonuses, facility closure or
consolidation costs, lease or contract termination costs, accelerated
depreciation and amortization, and other related expenses. The restructuring
programs may be implemented due to the sale or discontinuation of a product
line, reorganization or management structure changes, headcount
rationalization, realignment of operations or products, and/or company-wide
cost saving initiatives. The amount and/or frequency of these restructuring
charges are not part of the Company’s underlying business. Employee severance
costs are generally recognized when payments are probable and amounts are
reasonably estimable. Costs related to contracts without future benefit or
contract termination are recognized at fair value at the earlier of the
contract termination or the cease-use dates. Other exit-related costs are
expensed as incurred. Refer to Note 16 – Restructuring for additional
details.
Variable Interest Entity
The Company holds a variable interest in VE Netting, LLC. The joint
venture is a manufacturing, marketing and selling company of high-quality
netting solutions for the meat and poultry industry. VE Netting, LLC is a
Delaware limited liability company with its principal place of business in
Lombard, IL. The netting product is manufactured under agreement by Viskase’s
affiliate located in Monterrey, Mexico. VE Netting, LLC was determined to be a
variable interest entity (VIE) in accordance with ASC Topic 810, Consolidations,
for which the Company is the primary beneficiary, as the Company has the power
to direct activities that most significantly impact the economic performance
and has the right to receive benefits and losses that may potentially be
significant. As the primary beneficiary of the VIE, the VIE’s assets,
liabilities, and results of operations are included in the Company’s condensed
consolidated financial statements as of June 30, 2026 and December 31, 2025 and
for the six months ended June 30, 2026 and June 30, 2025. The other equity
holders’ interests are reflected in “Net (loss) income attributable to
noncontrolling interests” in the Consolidated Statements of Operations and “Noncontrolling
interests” in the Condensed Consolidated Balance Sheets. See Note 14 -Variable
Interest Entity for standalone financial information.
Other Comprehensive (Loss) Income
Other comprehensive (loss) income includes all other non-stockholder
changes in equity. Changes in other comprehensive income (loss) for three and
six months ended June 30, 2026 and the year ended December 31, 2025 resulted
from changes in foreign currency translation and pension liability.
Accumulated other comprehensive (loss) income consists of cumulative
changes in foreign currency translation and pension liability. The Company uses
the portfolio approach for releasing income tax effects from accumulated other
comprehensive (loss) income.
Revenue Recognition
The Company’s revenues are comprised of product sales to customers,
including distributors and end users. The Company’s performance obligation is
defined as the promise to deliver the specified products in a purchase order.
Revenue is recognized at the point in time in which the customer obtains
control of the product, which is generally when product title passes to the
customer according to the shipping terms dictated in the contract. In most
contracts, title transfers upon shipment of the product; however, in some
cases, title does not transfer until the customer has received the products at
their specified location.
11
Revenue is recorded at the transaction price, which is the amount of
consideration the Company expects to receive in exchange for providing its
products to customers.
The transaction price may be adjusted for estimates of known or expected
variable consideration, including consumer incentives, trade promotions, and
rebate programs. The Company estimates the amount of variable consideration
that will be realized and records the estimate as a reduction to the
transaction price. These estimates are based on historical experience,
anticipated performance and the Company’s best judgment at the time. In
determining whether an estimate of variable consideration is constrained, we
consider the likelihood and magnitude of a potential revenue reversal. The
Company’s provision for variable consideration is recorded at contract
inception and reviewed and updated regularly as new information arises
throughout the contract term. Any adjustments due to resolved uncertainties or
new information are recognized in the period in which the adjustment is
identified.
Sales, value add, and other taxes collected from customers and remitted to
governmental authorities are excluded from the transaction price, while
shipping and handling fees reimbursed by the customer are included in the
transaction price and recorded on a gross basis on the income statement. The
Company generally does not offer warranties or a right to return on the
products it sells except in the instance of a product defect or mis-ship.
Payment terms vary by customer; however, the time between invoicing and
payment is not significant. None of the Company’s customer contracts as of June
30, 2026 and December 31, 2025 contain a significant financing component.
Segments
Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by
the chief operating decision maker in making decisions regarding resource
allocation and assessing performance. To date, the Company’s chief operating
decision maker makes such decisions and assesses performance at the geographic
region level, including North America, South America, EMEA, and Asia which are
the Company’s four reportable segments under ASC 280. See Note 12, Business
Segment Information and Geographic Area Information for further
information.
Debt
The Company accounts for debt in accordance with ASC 470, Debt (ASC 470).
Issuance costs for term debt are presented on the balance sheet as a direct
deduction from the carrying amount of the related debt liability. These costs
are amortized over the term of the related debt using the interest method under
ASC 835-30. The effective interest rate for variable rate debt is determined in
accordance with ASC 310-20-35, in which the Company’s policy is to use the
variable rate at inception of the debt in the determination of the constant
effective yield.
Recently Adopted Accounting Pronouncements
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic
805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the
Acquisition of a Variable Interest Entity (“VIE”). This standard clarifies the
guidance in determining the accounting acquirer in certain transactions
involving VIEs. The update aims to improve consistency and comparability in
financial reporting for acquisition transactions effected primarily by
exchanging equity interests. ASU 2025-03 requires entities to apply the same
factors used for determining the accounting acquirer in other acquisition
transactions. The ASU is applied prospectively to all business combinations
with acquisition dates occurring on or after the date of initial application. The
ASU is effective for all annual reporting periods (and interim periods in
annual reporting periods) beginning after December 15, 2026. Early adoption is
permitted in interim or annual reporting periods in which financial statements
have not yet been issued (or made available for issuance). Management has
elected to early adopt ASU 2025-03 in 2025 and did not result in a material
impact to our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) –
Improvements to Income Tax Disclosures, which required enhanced income tax
disclosures that reflect how operations and related tax risks, as well as how
tax planning and operational opportunities, affect the tax rate and prospects
for future cash flows. This standard was effective for the Company beginning
January 1, 2025 with early adoption permitted. The ASU can be applied on a
prospective basis but retrospective application was permitted. The adoption of
this guidance modified disclosures in the Company’s consolidated financial
statements. Our adoption on prospective basis in 2025 did not result in a
material impact on our disclosures.
12
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement -
Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic
220-40), which requires disclosure of specific information about costs and
expenses within relevant expense captions on the face of the income statement,
qualitative descriptions for expense captions not specifically disaggregated
quantitatively, and the total amount and definition of selling expenses for
interim and annual reporting periods. This standard is effective for the
Company’s annual reporting period beginning January 1, 2027 and interim
reporting periods beginning January 1, 2028 and should be applied on a
retrospective or prospective basis, with early adoption permitted. We are
currently assessing the impact of adopting this standard on our consolidated
financial statements.
In July 2025, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for
Accounts Receivable and Contract Assets. The update introduces a practical
expedient that permits an entity to assume that conditions as of the balance
sheet date remain unchanged over the life of current accounts receivable and
current contract assets when estimating expected credit losses. The amendments
are intended to simplify the application of the current expected credit loss (“CECL”)
model to short-term receivables and contract assets arising from transactions
accounted for under Topic 606. The standard is effective for fiscal years
beginning after December 15, 2025, including interim periods within those
fiscal years, with early adoption permitted. The Company is currently
evaluating the impact of adopting ASU 2025-05 on its condensed consolidated
financial statements and related disclosures.
Note 2 - Merger
As discussed in Note 1, Summary of Significant Accounting Policies, on
March 26, 2026, the previously announced Merger between Viskase Companies,
Merger Sub, and Enzon, was completed pursuant to the terms of the Merger
Agreement.
Prior to the Closing Date of the Merger, the following occurred:
|
|
● |
On January 30, 2026, Enzon commenced an offer to each
holder of Series C Preferred Stock of Enzon, other than the IEH Parties, to
exchange each share of Series C Preferred Stock beneficially owned by such
non-IEH party for a number of shares of Enzon Common Stock equal to (i) the
aggregate liquidation value of the share divided by (ii) $7.83, which
reflected the Enzon 20-Day volume weighted average price calculated in
accordance with the Merger Agreement (the “Series C Exchange Offer”). |
Of the 723 shares of Series C Preferred Stock held by non-IEH Parties,
holders of 339 shares elected to participate in the Series C Exchange Offer and
exchanged such shares for shares of Enzon Common Stock prior to the Closing
Date. The holders of the remaining 384 shares of Series C Preferred Stock did
not elect to exchange their shares, and those shares remained outstanding as of
the Closing Date.
|
|
● |
On March 11, 2026, a majority of the holders of Enzon
Common Stock approved the 1-for-100 reverse stock split (the “Reverse Stock
Split”). On March 24, 2026, Enzon effectuated the Reverse Stock Split
pursuant to which every one hundred (100) shares of Enzon’s issued and
outstanding common stock were combined into one (1) share of Enzon Common
Stock. |
|
|
● |
On March 25, 2026, each share of Enzon’s Series C
Non-Convertible Redeemable Preferred Stock, par value $0.01 per share (the “Series
C Preferred Stock”) beneficially owned by Icahn Enterprises Holdings L.P. and
certain of its affiliates (together, the “IEH Parties”) was exchanged for a
number of shares of Enzon Common Stock equal to (i) the aggregate liquidation
value of such shares of Series C Preferred Stock divided by (ii) the Enzon
20-day volume weighted average price of the Enzon Common Stock (the “IEH
Share Exchange”). Accordingly, as of March 25, 2026, 5,658,396 shares of
Enzon Common Stock were issued to the IEH Parties in respect of the 39,277 shares
of Series C Preferred Stock previously held by the IEH Parties. |
On the Closing Date of the Merger, the following occurred:
|
|
● |
Each share of Viskase Companies common stock issued and
outstanding immediately prior to the Merger (other than shares held by
Viskase Companies as treasury shares), which totaled 160,479,226 shares, was
exchanged into the right to receive 0.049118 shares (the “Exchange Ratio”) of
Viskase Holdings, Inc. common stock for a total of 7,882,387 shares. |
|
|
● |
Each share of Viskase Companies common stock issued and
outstanding and held by Viskase Companies as treasury shares, which totaled
805,270 shares, was automatically cancelled and ceased to exist. |
13
On the Closing Date, following the IEH Share Exchange,
Series C Exchange Offer, and Reverse Stock Split, Enzon had 6,449,233 shares of
common stock and 384 shares of Series C Preferred stock issued and outstanding.
Upon the Closing, these securities continue to reflect 6,449,233 shares of
Viskase Holdings, Inc. common stock and 384 shares of Viskase Holdings, Inc.
Series C Preferred Stock, respectively.
As of the Closing Date, legacy Viskase Companies shareholders and legacy
Enzon shareholders held 55.0% and 45.0% of the voting rights of the Viskase
Holdings, Inc. common stock, respectively.
The following table presents the total shares of Viskase Holdings, Inc.
common stock outstanding immediately after the closing of the Merger:
The Merger was accounted for as a reverse recapitalization and not a
business combination under ASC 805. Under this method of accounting, Enzon was
treated as the acquired company for accounting purposes, whereas Viskase was
treated as the accounting acquirer. This determination was primarily based on
the fact that subsequent to the Merger, legacy Viskase shareholders have a
majority of the voting power of the combined company, legacy Viskase comprises
all of the ongoing operations of the combined entity, legacy Viskase comprises
a majority of the governing body of the combined company, and legacy Viskase
senior management comprises all of the senior management of the combined
company.
In accordance with this method of accounting, the Merger was treated as
the equivalent of Viskase issuing shares for the net assets of Enzon,
accompanied by a recapitalization. The net assets of Enzon were stated at
historical cost, with no goodwill or other intangible assets recorded, and the
operations prior to the Merger are those of Viskase. The shares and net loss
per share of common stock of legacy Viskase Companies, prior to the Merger,
have been retroactively restated as shares reflecting the Exchange Ratio
established in the Merger.
As part of the recapitalization, the Company obtained the assets and
liabilities listed below (in thousands):
|
|
|
|
|
|
|
$ |
40,854 |
|
|
Prepaid expenses and other current assets |
|
|
160 |
|
Accrued expenses
and other current liabilities |
|
|
(565) |
|
Net assets acquired |
|
$ |
40,449 |
The Company did not capitalize any transaction costs in connection with
the Merger.
The following table presents non-cash transactions associated with the
Merger which were excluded from the condensed consolidated statements of cash
flows:
|
|
|
|
|
|
|
Six months |
||
|
|
|
ended |
|
|
|
|
June 30, 2026 |
|
|
Prepaids and other
current assets acquired in connection with the Merger |
|
$ |
160 |
|
Other liabilities assumed in connection with the Merger |
|
$ |
565 |
|
Series C preferred
stock historically outstanding at Enzon that remained outstanding following
the Merger |
|
$ |
433 |
14
Receivables net, consist of the following:
|
|
|
|
|
|
|
|
|
(thousands) |
|
June 30, 2026 |
|
December 31,
2025 |
||
|
Accounts
receivable, gross |
|
$ |
70,336 |
|
$ |
63,123 |
|
Less allowance for credit losses |
|
|
(2,951) |
|
|
(2,941) |
|
Receivables, net |
|
$ |
67,385 |
|
$ |
60,182 |
Note 4 – Inventories, Net
Inventories net, consists of the following:
|
|
|
|
|
|
|
|
|
(thousands) |
|
June 30, 2026 |
|
December 31,
2025 |
||
|
Raw materials |
|
$ |
27,603 |
|
$ |
27,141 |
|
Work in process |
|
|
43,910 |
|
|
38,106 |
|
Finished products |
|
|
33,783 |
|
|
31,508 |
|
Total inventories, net |
|
$ |
105,296 |
|
$ |
96,755 |
As of June 30, 2026 and December 31, 2025, the Company
had an inventory reserve of $4,173 and $3,613, respectively.
Note 5 – Property, Plant and Equipment, net
Depreciation expense associated with property, plant and equipment was
$7,576 and $8,531 for the six months ended June 30, 2026 and 2025,
respectively.
Property, plant and equipment, net, consists of the following:
|
|
|
|
|
|
|
|
|
(thousands) |
|
June 30, 2026 |
|
December 31,
2025 |
||
|
Land and
improvements |
|
$ |
1,932 |
|
$ |
1,880 |
|
Buildings and improvements |
|
|
54,325 |
|
|
55,331 |
|
Machinery and
equipment |
|
|
352,266 |
|
|
354,178 |
|
Furniture and fixtures |
|
|
28,946 |
|
|
28,981 |
|
Construction in
progress |
|
|
55,725 |
|
|
41,956 |
|
Total property plant and equipment |
|
$ |
493,194 |
|
$ |
482,326 |
Accumulated depreciation
|
|
|
|
|
|
|
|
|
(thousands) |
|
June 30, 2026 |
|
December 31,
2025 |
||
|
Land and
improvements |
|
$ |
647 |
|
$ |
533 |
|
Buildings and improvements |
|
|
32,042 |
|
|
31,691 |
|
Machinery and
equipment |
|
|
296,771 |
|
|
292,736 |
|
Furniture and fixtures |
|
|
16,081 |
|
|
16,062 |
|
Total accumulated
depreciation |
|
$ |
345,541 |
|
$ |
341,022 |
Asset Impairment charges of $226 and $12,100 were
recorded for the six months ended June 30, 2026 and 2025, respectively, in
association with the closing of the Osceola, Arkansas plant and the removal of
assets prior to the end of their useful lives. See Note 16 – Restructuring
for additional information.
15
Other current assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
||
|
(thousands) |
|
2026 |
|
2025 |
||
|
Prepaid expenses |
|
$ |
22,003 |
|
$ |
19,709 |
|
Supplies |
|
|
19,568 |
|
|
18,988 |
|
Other |
|
|
5,174 |
|
|
3,797 |
|
Total other current assets |
|
$ |
46,745 |
|
$ |
42,494 |
Note 7 – Debt Obligations
Debt obligations consist of the following:
|
|
|
|
|
|
|
|
|
(thousands) |
|
June 30, 2026 |
|
December 31, 2025 |
||
|
Short-term debt: |
|
|
|
|
|
|
|
Senior credit facility |
|
$ |
41,750 |
|
$ |
130,375 |
|
Europe line of
credit |
|
|
12,718 |
|
|
11,631 |
|
Other |
|
|
— |
|
|
598 |
|
Less: short-term
deferred financing costs |
|
|
— |
|
|
(830) |
|
Total short-term debt |
|
|
54,468 |
|
|
141,774 |
|
|
|
|
|
|
|
|
|
Long-term debt: |
|
|
|
|
|
|
|
Senior credit
facility |
|
$ |
76,875 |
|
$ |
— |
|
Less: long-term deferred financing costs |
|
|
(1,946) |
|
|
— |
|
Total long-term
debt, net |
|
|
74,929 |
|
|
— |
|
Total debt |
|
$ |
129,397 |
|
$ |
141,774 |
Senior Credit Facility
On October 9, 2020, the Company and certain of its subsidiaries, entered
into a certain Credit Agreement (the “Credit Agreement”) with the various
lenders named therein and Bank of America, N.A., as administrative agent for
the lenders (the “Administrative Agent”), providing for a $150,000 term loan
(the “Term Loan”) and a $30,000 revolving credit facility (the “Revolving
Credit Facility” and together with the Term Loan, the “Senior Credit Facility”)
as amended by the First Amendment to Credit Agreement dated as of August 13,
2021, the Second Amendment to Credit Agreement dated as of August 10, 2022 and
as further amended by the Limited Waiver and Third Amendment to Credit
Agreement dated as of February 14, 2025 (the “Third Amendment”) as described
below.
The Second Amendment to the Senior Credit Facility increased the
commitment of the New Revolving Credit Facility to $37,000 and transitioned
Term Loans on September 30, 2022 and Revolving Loans on August 30, 2022 from
LIBOR Loans to SOFR Loans. Amended terms of the facility are stated below.
The Third Amendment includes a waiver on covenants for the year ended
December 31, 2024, and a relief period for year 2025 (the “Covenant Relief
Period”). During the Covenant Relief Period, the consolidated leverage ratio
was increased to 4.00X through December 31, 2025. The consolidated fixed charge
coverage ratio was modified to include only maintenance capital expenditures
and a year-to-date build basis for quarter end calculation. On December 31,
2025, the consolidated fixed charge coverage ratio returned to an LTM basis.
During the Covenant Relief Period, restricted payments, permitted acquisitions
and other investments as defined by the Credit Agreement were not allowed and
the accordion feature of the credit facility, which allowed for an increase in
borrowings under the facility was suspended.
On July 26, 2025, the Company entered into the Fourth Amendment to its
Senior Credit Facility. There were no changes to the facility amounts or
maturity dates and repayment terms remained largely unchanged except for
mandatory prepayments equal to $15,000 upon the closing of the Enzon Merger by
December 31, 2025 or $11,250 if the Merger closed after December 31, 2025. The
amendment also allowed for certain exclusions relative to the Merger for its
financial covenants and EBIDTA addback amounts.
On October 10, 2025, we finalized the Fifth Amendment to our credit
agreement, which modified certain of our financial covenants.
16
On January 23, 2026, we finalized the Sixth Amendment to our credit
agreement, which includes a waiver on covenants for the year ended December 31,
2025. The Sixth Amendment, among other items, (i) requires Viskase to cooperate
with the Administrative Agent’s financial advisor by providing access to
Viskase’s facilities, financial information and senior management as required
by the financial advisor and to reimburse the Administrative Agent for
reasonable costs and fees associated with the engagement of the financial
advisor’s services; (ii) subject to exceptions enumerated in the Sixth
Amendment, Viskase and certain of its subsidiaries may not incur certain types
of indebtedness of an aggregate of more than $100 at any one time; and (iii)
Viskase and certain of its subsidiaries may not advance to officers, directors,
and employees an aggregate amount greater than $50 at any one time.
On April 16, 2026, we finalized the Seventh Amendment to our Credit
Agreement, which extended the Maturity Date from August 13, 2026 until August
13, 2027, amended the definition of Applicable Rate to increase the interest
rate, amended the definition of Consolidated EBITDA to address the treatment of
certain restructuring and transaction related costs and expenses, amends the
definition of Permitted Transfers to allow the disposition of the equipment,
real property and improvements of the Osceola Facility and the real property
and improvements of the Chicago Property, and amended certain thresholds for
obligations under the Existing Credit Agreement.
The interest rates per annum applicable to the Amended Senior Credit
Facility (other than in respect of Swingline Loans) are SOFR, but in any event,
not less than 0.00%, plus the Applicable Rate (as defined below), or, for U.S.
dollar denominated loans only, made to the Company at the option of the
Company, the Base Rate, defined as the highest of: (a) the Federal Funds Rate
plus one-half percent (0.50%); (b) the Bank of America prime rate; and (c) the
one (1) month SOFR (adjusted daily) plus one percent (1.00%), but in any case
not less than 1.00%, plus the Applicable Rate. Applicable Rate means, with
respect to the Amended Senior Credit Facility, a percentage per annum to be
determined in accordance with the applicable pricing grid set forth in the
Amended Senior Credit Facility based upon the Company’s Consolidated Coverage
Ratio as reflected in a quarterly Compliance Certificate. Each Swingline Loan
shall bear interest at the Base Rate plus the Applicable Rate for Base Rate
loans under the New Revolving Credit Facility.
As of June 30, 2026, our current interest rate is 7.83%. The effective
interest rate of the Term Loan as of June 30, 2026 is 8.92%, which is
determined in accordance with ASC 310-20-35, based on the variable rate in
effect at inception of the instrument.
The Company may prepay the Amended Senior Credit Facility, in whole or in
part, at any time without premium or penalty, subject to reimbursement of the
Lenders’ breakage and redeployment costs in the case of prepayment of SOFR
borrowings and foreign currency borrowings bearing interest at a rate other
than SOFR. Each such prepayment of the New Term Facility shall be applied as
directed by the Company. The unutilized portion of the commitments under the
Amended Senior Credit Facility may be irrevocably reduced or terminated by the
Company at any time without penalty.
The Amended Senior Credit Facility is guaranteed by each existing and
future direct and indirect wholly owned material domestic Restricted Subsidiary
and foreign Restricted Subsidiary of the Company (other than any Brazilian
subsidiary). The Amended Senior Credit Facility is secured by substantially all
assets of the Company and its material domestic Restricted Subsidiaries, with
the exception of real property.
The Amended Senior Credit Facility contains various covenants which
restrict the Company’s ability to, among other things, incur indebtedness,
create liens on our assets, make investments, enter into merger, consolidation
or acquisition transactions, dispose of assets (other than in the ordinary
course of business), make certain restricted payments, enter into sale and
leaseback transactions and transactions with affiliates, in each case subject
to permitted exceptions. The Amended Senior Credit Facility also requires that
we comply with certain financial covenants, including meeting a consolidated
leverage ratio and consolidated fixed charge coverage ratio.
The Company is in compliance with the amended covenants under its Amended
Senior Creidt Facility as of June 30, 2026.
Foreign Lines of Credit
In its foreign operations, the Company has unsecured lines of credit with
various banks providing approximately $12,200 of availability. There were
borrowings of $12,138 under the lines of credit at June 30, 2026 and borrowings
of $11,631 under the lines of credit at December 31, 2025. As of June 30, 2026,
our current interest rate is 3.91%. The line of credit is an uncommitted
facility that can be terminated at any time with payment on demand.
17
The aggregate maturities of debt (1) for each of the next five years are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
2030 |
|
Thereafter |
||||||
|
Term Loan |
|
$ |
3,750 |
|
$ |
88,125 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Revolving Credit Facility |
|
|
30,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Other |
|
|
12,718 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Total aggregate maturities |
|
$ |
46,968 |
|
$ |
88,125 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
(1) |
The aggregate maturities of debt represent amounts to
be paid at maturity and not the current carrying value of the debt. |
Note 8 – Retirement Plans
The Company has contributed $518 and $1,123 to pension benefits in the
U.S. during the six months ended June 30, 2026 and June 30, 2025, respectively.
The Company and its subsidiaries have defined contribution and defined
benefit plans varying by country and subsidiary.
The Company’s operations in the United States, France, Philippines and
Germany historically offered defined benefit retirement plans (“Plan”) to their
employees. Most of these benefits have been terminated, resulting in various
reductions in liabilities and curtailment gains.
In connection with our adoption of FASB issued ASU No. 2017-07, Improving
the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement
Benefit Cost, the components of net periodic benefit cost other than the
service cost component are included in the line item other expense in the
income statement.
The following sets forth the components of net periodic benefit cost for
the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Pension Benefits |
|||||||||||
|
|
|
Three Months Ended |
|
Three Months Ended |
|
Six Months Ended |
|
Six Months Ended |
||||
|
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
||||
|
Component of net
period benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Interest cost |
|
|
1,170 |
|
|
1,215 |
|
|
2,340 |
|
|
2,433 |
|
Expected return on plan assets |
|
|
(1,229) |
|
|
(1,192) |
|
|
(2,457) |
|
|
(2,383) |
|
Amortization of
prior service cost |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Amortization of actuarial loss |
|
|
6 |
|
|
22 |
|
|
12 |
|
|
44 |
|
|
|
$ |
(53) |
|
$ |
45 |
|
$ |
(105) |
|
$ |
94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non
U.S. Pension Benefits |
||||||||||
|
|
|
Three Months Ended |
|
Three Months Ended |
|
Six Months Ended |
|
Six Months Ended |
||||
|
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
||||
|
Component of net
period benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
95 |
|
$ |
81 |
|
$ |
192 |
|
$ |
162 |
|
Interest cost |
|
|
207 |
|
|
171 |
|
|
410 |
|
|
342 |
|
Expected return on plan assets |
|
|
(5) |
|
|
(5) |
|
|
(12) |
|
|
(11) |
|
Amortization of
prior service cost |
|
|
1 |
|
|
— |
|
|
2 |
|
|
— |
|
Amortization of actuarial loss |
|
|
(105) |
|
|
(21) |
|
|
(211) |
|
|
(42) |
|
|
|
$ |
193 |
|
$ |
226 |
|
$ |
381 |
|
$ |
451 |
Savings Plans
The Company also has defined contribution savings and similar plans for
eligible employees, which vary by subsidiary. The Company’s aggregate
contributions to these plans are based on eligible employee contributions and
certain other factors. The Company expenses for these plans for the six months
ended June 30, 2026 and June 30, 2025 were approximately $491 and $412,
respectively.
18
Note 9 – Capital Stock, Treasury Stock and Paid in
Capital
As discussed in Note 2 - Merger, the previously announced Merger
between Viskase Companies, Merger Sub, and Enzon, was completed on March 26,
2026. The shares of legacy Viskase Companies, prior to the Merger, have been
retroactively restated as shares reflecting the Exchange Ratio established in
the Merger.
Authorized Capital Stock
Immediately following the Closing and after giving effect to the Merger,
the Company’s authorized capital stock consists of 170,000,000 shares of common
stock, par value $0.01 per share, and 3,000,000 shares of preferred stock, par
value $0.01 per share, as provided in the amended and restated certificate of
incorporation of Enzon dated July 13, 2010.
Preferred Stock
As of June 30, 2026, 384 shares of preferred stock designated as Series C
Preferred Stock were issued and outstanding. As of December 31, 2025, no shares
of preferred stock were issued and outstanding.
The terms of the Series C Preferred Stock provide, on an annual basis,
that the Board may, at its sole discretion, cause a dividend with respect to
the Series C Preferred Stock to be paid in cash to the holders in an amount
equal to 3% of the liquidation preference as in effect at such time (initially
$1,000 per share). If the dividend is not so paid in cash, the liquidation
preference is adjusted and increased annually by an amount equal to 5% of the
liquidation preference per share as in effect at such time, that is not paid in
cash to the holders on such date.
The Company is able to redeem for cash the Series C Preferred Stock at any
time, in whole or in part, for an amount based on the liquidation preference
per share as in effect at such time. Additionally, the holders of Series C
Preferred Stock have the right to redeem their shares of Series C Preferred
Stock for cash at any time, following the Merger, in whole or in part, for an
amount based on the liquidation preference per share as in effect at such time.
Accordingly, the Series C Preferred Stock has been classified in mezzanine
equity on the condensed consolidated balance sheet.
The holders of Series C Preferred Stock have no special voting rights and,
except as required by Delaware law, their consent will not be required for
taking any corporate action.
Treasury Stock
In 2004, Viskase Companies purchased 805,270 shares of its common stock
from the underwriter for a purchase price of $298. These shares were accounted
for as treasury shares. All Viskase Companies treasury shares were cancelled in
connection with the Merger and are no longer outstanding.
Common Stock
The Company had 14,371,173 and 6,651,652 shares of common stock issued and
14,331,620 and 6,612,099 shares outstanding of common stock as of June 30, 2026
and December 31, 2025, respectively.
Each share of common stock entitles the holder to one vote on all matters
submitted to a vote of the Company’s stockholders. Common stockholders are
entitled to receive dividends, as may be declared by the board of directors,
subject to the preferential dividend rights of Preferred Stock, if any. As of
June 30, 2026 and December 31, 2025, no cash dividends had been declared or
paid.
In January 2026, Viskase Companies entered into a securities purchase
agreement with an affiliate of Icahn Enterprises L.P. (“IELP”) pursuant to
which it issued and sold 25,862,070 shares of its common stock at a purchase
price of $0.58 per share, resulting in aggregate cash proceeds of approximately
$15,000 of which $13 was recorded within common stock and $14,987 was recorded
within paid in capital. The share amount of 25,862,070 has been retroactively
adjusted within the condensed consolidated statements of stockholders’ equity
to reflect the exchange of Viskase Companies common stock for Viskase Holdings,
Inc. common stock at an exchange ratio of 0.049118, resulting in 1,270,288
shares.
19
Note 10 – Income Taxes
For the six months ended June 30, 2026, we recorded an income tax expense
of $1,053 on pre-tax loss of $(10,802) compared to an income tax expense of
$12,941 on pre-tax loss of $(20,911) for the six months ended June 30, 2025.
Our effective income tax rate was (9.7)% and (61.9)% for the six months ended
June 30, 2026 and 2025, respectively.
For the six months ended June 30, 2026 the effective tax rate was lower
than the statutory federal rate of 21%, for corporations, primarily due to a
valuation allowance against US deferred tax assets and the jurisdictional mix
of earnings and operating losses expected for the year.
For the six months ended June 30, 2025 the effective tax rate was higher
than the statutory federal rate of 21%, for corporations, primarily due to the
recognition of a valuation allowance against the US deferred tax asset of
$11,475 plus the jurisdictional mix of earnings and operating losses expected
for the year.
Note 11 – Related-Party Transactions
As of June 30, 2026, and December 31, 2025, IELP owned approximately 93.7%
and 92.8% of our outstanding common stock, respectively.
Equity Private Placement of Common Stock
In January 2026, Viskase entered into a securities purchase agreement with
AEP pursuant to which it issued and sold 25,862,070 shares of its common stock
at a purchase price of $0.58 per share, resulting in aggregate cash proceeds of
approximately $15,000. Prior to the completion of the Private Placement, IELP
beneficially owned approximately 92.8% of the Company’s outstanding common
stock. As a result of the Private Placements, IELP is the beneficial owner of
approximately 93.7% of the Company’s outstanding common stock.
Pension Liabilities
Applicable pension and tax laws make each member of a “controlled group”
of entities, generally defined as entities in which there is at least an 80%
common ownership interest, jointly and severally liable for certain pension
plan obligations of any member of the controlled group. These pension
obligations include ongoing contributions to fund the plan, as well as liability
for any unfunded liabilities that may exist at the time the plan is terminated.
In addition, the failure to pay these pension obligations when due may result
in the creation of liens in favor of the pension plan or the Pension Benefit
Guaranty Corporation (“PBGC”) against the assets of each member of the
controlled group.
During the first quarter of 2020, Equity Private Placement, IELP purchase
additional shares of common stock in a private placement and as a result became
the beneficial owner of more than 80% of the shares of our common stock and the
Company became subject to the pension liabilities of all entities in which Mr.
Icahn has a direct or indirect ownership interest of at least 80%. One such
entity, ACF Industries LLC (“ACF”), is the sponsor of several pension plans.
On January 31, 2025, the Executive Committee of ACF approved a resolution
to terminate its qualified pension plans, which are frozen and no longer
accrues benefits. As of December 31, 2024, the fair value of this plan’s assets
exceeded its benefit obligation. The termination of the plan is effective
January 31, 2025, is subject to the appropriate regulatory approvals, and is
expected to be completed in fiscal year 2026 or early 2027. The ACF LLC
ultimate settlement obligation will depend upon both the nature and timing of
participant settlements and prevailing market conditions.
In connection with the private placement in 2020, the Company entered into
an agreement with Icahn Enterprises Holdings L.P. pursuant to which Icahn
Enterprises Holdings L.P. has agreed to indemnify us and our subsidiaries from
losses resulting from any imposition of certain pension funding or termination
liabilities that may be imposed on us and our subsidiaries or our assets as a
result of being a member of the Icahn controlled group.
Based on the contingent nature of potential exposure related to these
affiliate pension obligations and the indemnification from Icahn Enterprises
Holdings L.P., no liability has been recorded in the accompanying consolidated
financial statements.
20
Tax Allocation
Following the private placement in 2020, IELP became the beneficial owner
of more than 80% of the outstanding equity interests of Viskase Companies.
Accordingly, Viskase Companies became a member of the consolidated group of IEP
Corporate Subsidiary for U.S. federal income tax purposes. As a result, the IEP
Corporate Subsidiary and Viskase Companies entered into a tax allocation
agreement for the allocation of certain income tax items. Viskase Companies and
its subsidiaries consented to join the IEP Corporate Subsidiary’s federal
consolidated return and, if elected by the IEP Corporate Subsidiary, certain
state consolidated returns. In those jurisdictions where Viskase Companies and
its subsidiaries will file consolidated returns with the IEP Corporate
Subsidiary, Viskase Companies will pay to the IEP Corporate Subsidiary any tax
it would have owed had it and its subsidiaries continued to file as a separate
consolidated group. To the extent that the IEP Corporate Subsidiary consolidated
group is able to reduce its tax liability as a result of including Viskase
Companies and its subsidiaries in its consolidated group, the IEP Corporate
Subsidiary will pay Viskase Companies 20% of such reduction on a current basis
and Viskase Companies will be treated as if it would carry forward for its own
use under the tax allocation agreement, 80% of the items that caused the tax
reduction (the “Excess Tax Benefits”). Moreover, if Viskase Companies and its
subsidiaries should ever become deconsolidated from the IEP Corporate
Subsidiary, the IEP Corporate Subsidiary will reimburse Viskase Companies for
any tax liability in post-consolidation years that Viskase Companies and its
subsidiaries would have avoided had they actually had the Excess Tax Benefits
for their own consolidated group use. The cumulative payments to Viskase
Companies by the IEP Corporate Subsidiary post-consolidation will not exceed
the cumulative reductions in tax to the IEP Corporate Subsidiary group resulting
from the use of the Excess Tax Benefits by the IEP Corporate Subsidiary group.
IELP has not entered into any tax allocation agreement with Viskase
Holdings, Inc., the parent company of Viskase Companies.
Note 12 – Business Segment Information and Geographic
Area Information
The Company defines operating segments as components of the organization
for which discrete financial information is available and operating results are
evaluated regularly by the Company’s chief executive officer, who is the Chief
Operating Decision Maker (“CODM”), in order to assess performance and allocate
resources. Characteristics of the Company which were relied upon in making the
determination of reportable segments include the geographic region in which the
Company operates and the information that is regularly reviewed by the CODM for
the purpose of assessing performance and allocating resources.
The Company’s operations are viewed in geographic regions of North
America, South America, EMEA, and Asia which are the Company’s four reportable
segments under ASC 280. The primary business of each of the geographic regions
is manufacturing and selling cellulosic food casings. The Company’s casing
products have similar characteristics and customers and share operations
support functions such as sales, public relations, supply chain management,
various research and development support, in addition to the general and
administrative functions of human resources, legal, finance, and information
technology.
The Company uses Operating Income, which is defined as profit or loss from
operations before interest income, interest expense, other expense, net and
income taxes, to assess the profitability of each segment. The Company’s
reporting package does not include interest revenue, interest expense or income
taxes allocated to individual segments and these items are not considered
components of segment operating income. The CODM monitors actual Operating
Income results relative to operating plan and forecast to assess the
performance of the business and allocate resources.
Segment assets regularly reviewed by the CODM are inclusive only of
inventory.
21
The following table reflects the results of the Company’s
segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended June 30, 2026 |
|||||||||||||||||
|
|
|
North |
|
South |
|
|
|
|
|
Elimination |
|
|
|
|||||
|
|
|
America |
|
America |
|
EMEA |
|
Asia |
|
and other |
|
Consolidated |
||||||
|
Sales from
external customers |
|
$ |
36,234 |
|
$ |
11,040 |
|
$ |
34,332 |
|
$ |
8,525 |
|
$ |
— |
|
$ |
90,131 |
|
Intersegment net sales |
|
|
5,141 |
|
|
— |
|
|
15,706 |
|
|
— |
|
|
— |
|
|
20,847 |
|
|
|
|
41,375 |
|
|
11,040 |
|
|
50,038 |
|
|
8,525 |
|
|
— |
|
|
110,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,847) |
|
|
(20,847) |
|
Total consolidated
net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
90,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
(37,936) |
|
|
(10,300) |
|
|
(43,448) |
|
|
(8,200) |
|
|
20,851 |
|
|
(79,033) |
|
Selling and marketing |
|
|
(1,053) |
|
|
(417) |
|
|
(952) |
|
|
(57) |
|
|
— |
|
|
(2,479) |
|
General and
administrative |
|
|
(5,373) |
|
|
(476) |
|
|
(3,041) |
|
|
(132) |
|
|
— |
|
|
(9,022) |
|
Research and development |
|
|
(488) |
|
|
(15) |
|
|
(116) |
|
|
(30) |
|
|
— |
|
|
(649) |
|
Amortization of
intangibles |
|
|
(28) |
|
|
(125) |
|
|
(381) |
|
|
— |
|
|
— |
|
|
(535) |
|
Asset impairment charge |
|
|
(226) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(226) |
|
Restructuring
expense and related expense |
|
|
(203) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(203) |
|
Segment operating income |
|
|
(3,932) |
|
|
(293) |
|
|
2,100 |
|
|
106 |
|
|
4 |
|
|
(2,015) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,704 |
|
Other (expense)
income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109 |
|
Net (loss) income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(4,828) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended June 30, 2025 |
||||||||||||||||
|
|
|
North |
|
South |
|
|
|
|
|
|
|
Elimination |
|
|
|
|||
|
|
|
America |
|
America |
|
EMEA |
|
Asia |
|
and other |
|
Consolidated |
||||||
|
Sales from
external customers |
|
$ |
41,209 |
|
$ |
11,596 |
|
$ |
34,115 |
|
$ |
10,359 |
|
$ |
— |
|
$ |
97,279 |
|
Intersegment net sales |
|
|
5,794 |
|
|
7 |
|
|
10,488 |
|
|
1,549 |
|
|
— |
|
|
17,838 |
|
|
|
|
47,003 |
|
|
11,603 |
|
|
44,603 |
|
|
11,908 |
|
|
— |
|
|
115,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,838) |
|
|
(17,838) |
|
Total consolidated
net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
97,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
(40,801) |
|
|
(10,447) |
|
|
(41,469) |
|
|
(10,777) |
|
|
17,849 |
|
|
(85,645) |
|
Selling and marketing |
|
|
(1,108) |
|
|
(255) |
|
|
(860) |
|
|
(62) |
|
|
— |
|
|
(2,285) |
|
General and
administrative |
|
|
(6,421) |
|
|
(557) |
|
|
(2,816) |
|
|
(182) |
|
|
— |
|
|
(9,976) |
|
Research and development |
|
|
(536) |
|
|
(10) |
|
|
(107) |
|
|
(15) |
|
|
— |
|
|
(668) |
|
Amortization of
intangibles |
|
|
(25) |
|
|
— |
|
|
(363) |
|
|
— |
|
|
— |
|
|
(388) |
|
Asset impairment charge |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Restructuring
expense and related expense |
|
|
(821) |
|
|
(126) |
|
|
— |
|
|
— |
|
|
— |
|
|
(947) |
|
Segment operating income |
|
|
(2,709) |
|
|
208 |
|
|
(1,012) |
|
|
872 |
|
|
11 |
|
|
(2,630) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,837) |
|
Other (expense)
income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(438) |
|
Net (loss) income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(5,905) |
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
Ended June 30, 2026 |
|||||||||||||||||
|
|
|
North America |
|
South America |
|
EMEA |
|
Asia |
|
Elimination |
|
Consolidated |
||||||
|
Sales from
external customers |
|
$ |
69,609 |
|
$ |
22,427 |
|
$ |
68,231 |
|
$ |
16,401 |
|
$ |
— |
|
$ |
176,668 |
|
Intersegment net sales |
|
|
8,257 |
|
|
— |
|
|
33,431 |
|
|
4 |
|
|
— |
|
|
41,692 |
|
|
|
|
77,866 |
|
|
22,427 |
|
|
101,662 |
|
|
16,405 |
|
|
— |
|
|
218,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41,692) |
|
|
(41,692) |
|
Total consolidated
net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
176,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
(72,521) |
|
|
(20,518) |
|
|
(90,120) |
|
|
(15,103) |
|
|
41,692 |
|
|
(156,570) |
|
Selling and marketing |
|
|
(2,068) |
|
|
(849) |
|
|
(1,943) |
|
|
(123) |
|
|
— |
|
|
(4,983) |
|
General and
administrative |
|
|
(11,287) |
|
|
(995) |
|
|
(5,742) |
|
|
(370) |
|
|
— |
|
|
(18,394) |
|
Research and development |
|
|
(877) |
|
|
(26) |
|
|
(244) |
|
|
(60) |
|
|
— |
|
|
(1,207) |
|
Amortization of
intangibles |
|
|
(57) |
|
|
(245) |
|
|
(768) |
|
|
— |
|
|
— |
|
|
(1,071) |
|
Asset impairment charge |
|
|
(226) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(226) |
|
Restructuring
expense and related expense |
|
|
(566) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(566) |
|
Segment operating income |
|
|
(9,736) |
|
|
(206) |
|
|
2,845 |
|
|
749 |
|
|
— |
|
|
(6,348) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,528 |
|
Other (expense)
income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,074) |
|
Net (loss) income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(10,802) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
Ended June 30, 2025 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination |
|
|
|
|
|
|
|
North America |
|
South America |
|
EMEA |
|
Asia |
|
and other |
|
Consolidated |
||||||
|
Sales from
external customers |
|
$ |
84,694 |
|
$ |
22,918 |
|
$ |
64,131 |
|
$ |
19,724 |
|
$ |
— |
|
$ |
191,467 |
|
Intersegment net sales |
|
|
15,620 |
|
|
80 |
|
|
21,532 |
|
|
1,549 |
|
|
— |
|
|
38,781 |
|
|
|
|
100,314 |
|
|
22,998 |
|
|
85,663 |
|
|
21,273 |
|
|
— |
|
|
230,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,781) |
|
|
(38,781) |
|
Total consolidated
net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
191,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
(88,179) |
|
|
(20,612) |
|
|
(76,214) |
|
|
(19,286) |
|
|
38,864 |
|
|
(165,427) |
|
Selling and marketing |
|
|
(2,216) |
|
|
(630) |
|
|
(1,698) |
|
|
(100) |
|
|
— |
|
|
(4,644) |
|
General and
administrative |
|
|
(11,606) |
|
|
(1,255) |
|
|
(5,526) |
|
|
(391) |
|
|
— |
|
|
(18,778) |
|
Research and development |
|
|
(1,068) |
|
|
(21) |
|
|
(209) |
|
|
(30) |
|
|
— |
|
|
(1,328) |
|
Amortization of
intangibles |
|
|
(53) |
|
|
— |
|
|
(697) |
|
|
— |
|
|
— |
|
|
(750) |
|
Asset impairment charge |
|
|
(12,100) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(12,100) |
|
Restructuring
expense and related expense |
|
|
(5,471) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,597) |
|
Segment operating income |
|
|
(20,379) |
|
|
480 |
|
|
1,319 |
|
|
1,466 |
|
|
83 |
|
|
(17,031) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,597) |
|
Other income
(expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,717 |
|
Net (loss) income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(20,911) |
The following table reflects the Company’s inventory by segment:
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
|||
|
North America |
|
$ |
33,494 |
|
$ |
30,678 |
|
South America |
|
|
20,466 |
|
|
19,160 |
|
EMEA |
|
|
36,330 |
|
|
37,767 |
|
Asia |
|
|
15,006 |
|
|
9,150 |
|
Consolidated
inventory |
|
$ |
105,296 |
|
$ |
96,755 |
23
The following table reflects the Company’s expenditures for long-lived
assets by segment:
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
|||
|
North America |
|
$ |
14,295 |
|
$ |
31,240 |
|
South America |
|
|
— |
|
|
890 |
|
EMEA |
|
|
1,028 |
|
|
4,642 |
|
Asia |
|
|
218 |
|
|
10 |
|
Total expenditure
for long- lived assets |
|
$ |
15,541 |
|
$ |
36,782 |
Geographic Information
Total long-lived assets by country, which include property and equipment,
net, operating lease right-of-use assets, net, and other assets, net, consists
of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
||
|
United States |
|
$ |
103,667 |
|
$ |
92,876 |
|
France |
|
|
27,749 |
|
|
29,630 |
|
Brazil |
|
|
11,286 |
|
|
12,337 |
|
Poland |
|
|
10,509 |
|
|
11,671 |
|
Philippines |
|
|
7,567 |
|
|
8,356 |
|
Other international |
|
|
14,813 |
|
|
16,220 |
|
Consolidated
long-lived assets |
|
$ |
175,591 |
|
$ |
171,090 |
24
Note 13 – Other Comprehensive Income and Changes in Accumulated Other
Comprehensive Loss
Tax effects allocated to each component of other
comprehensive income are the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before- |
|
Tax (Expense) |
|
Net-of- |
|||
|
|
|
Tax Amount |
|
or Benefit |
|
Tax Amount |
|||
|
Balance at June
30, 2026 |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
$ |
(1,916) |
|
$ |
— |
|
$ |
(1,916) |
|
Pension liability
adjustments |
|
|
(393) |
|
|
— |
|
|
(393) |
|
Total other comprehensive (loss) income |
|
$ |
(2,309) |
|
$ |
— |
|
$ |
(2,309) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before- |
|
Tax (Expense) |
|
Net-of- |
|||
|
|
|
Tax Amount |
|
or Benefit |
|
Tax Amount |
|||
|
Balance at June
30, 2025 |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
$ |
7,394 |
|
$ |
— |
|
$ |
7,394 |
|
Pension liability
adjustments |
|
|
1,286 |
|
|
— |
|
|
1,286 |
|
Total other comprehensive (loss) income |
|
$ |
8,680 |
|
$ |
— |
|
$ |
8,680 |
Changes in accumulated other comprehensive loss consist
of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued |
|
Translation |
|
|
|
|||
|
|
|
Employee
Benefits |
|
Adjustments |
|
Total |
|||
|
Balance at
December 31, 2024 |
|
$ |
(20,958) |
|
$ |
(44,428) |
|
$ |
(65,386) |
|
Other comprehensive income (loss) before |
|
|
|
|
|
|
|
|
|
|
reclassifications |
|
|
— |
|
|
2,157 |
|
|
2,157 |
|
Reclassifications from accumulated other |
|
|
|
|
|
|
|
|
|
|
comprehensive loss
to earnings |
|
|
99 |
|
|
— |
|
|
99 |
|
Balance at March 31, 2025 |
|
$ |
(20,859) |
|
$ |
(42,271) |
|
$ |
(63,130) |
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before |
|
|
|
|
|
|
|
|
|
|
reclassifications |
|
|
— |
|
|
5,237 |
|
|
5,237 |
|
Reclassifications from accumulated other |
|
|
|
|
|
|
|
|
|
|
comprehensive loss
to earnings |
|
|
1,187 |
|
|
— |
|
|
1,187 |
|
Balance at June 30, 2025 |
|
$ |
(19,672) |
|
$ |
(37,034) |
|
$ |
(56,706) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued |
|
Translation |
|
|
|
||
|
|
|
Employee Benefits |
|
Adjustments |
|
Total |
|||
|
Balance at
December 31, 2025 |
|
$ |
(17,404) |
|
$ |
(37,957) |
|
$ |
(55,361) |
|
Other comprehensive income (loss) before |
|
|
|
|
|
|
|
|
|
|
reclassifications |
|
|
— |
|
|
(1,800) |
|
|
(1,800) |
|
Reclassifications from accumulated other |
|
|
|
|
|
|
|
|
|
|
comprehensive loss
to earnings |
|
|
(170) |
|
|
— |
|
|
(170) |
|
Balance at March 31, 2026 |
|
$ |
(17,574) |
|
$ |
(39,757) |
|
$ |
(57,331) |
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before |
|
|
|
|
|
|
|
|
|
|
reclassifications |
|
|
— |
|
|
(116) |
|
|
(116) |
|
Reclassifications from accumulated other |
|
|
|
|
|
|
|
|
|
|
comprehensive loss
to earnings |
|
|
(223) |
|
|
— |
|
|
(223) |
|
Balance at June 30, 2026 |
|
$ |
(17,797) |
|
$ |
(39,873) |
|
$ |
(57,670) |
25
Note 14 – Variable Interest Entity
The Company holds a variable interest in a joint venture for which the
Company is the primary beneficiary, the joint venture, VE Netting, LLC.
The following table summarizes the carrying amount of the VIEs’ assets and
liabilities included in the Company’s Consolidated Balance Sheets as of June
30, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
||
|
ASSETS |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash
equivalents |
|
$ |
20 |
|
$ |
43 |
|
Receivables, net |
|
|
43 |
|
|
73 |
|
Inventories |
|
|
374 |
|
|
390 |
|
Other current assets |
|
|
26 |
|
|
63 |
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
1,278 |
|
|
1,278 |
|
Less: Accumulated
depreciation |
|
|
(1,062) |
|
|
(998) |
|
Property, plant and equipment,net |
|
|
216 |
|
|
280 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
12 |
|
|
14 |
|
Total Assets |
|
$ |
695 |
|
$ |
863 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
Current
liabilities |
|
|
671 |
|
|
735 |
|
Total Liabilites |
|
|
671 |
|
|
735 |
|
|
|
|
|
|
|
|
|
Paid in capital |
|
|
2,931 |
|
|
2,931 |
|
Retained earnings |
|
|
(2,907) |
|
|
(2,803) |
|
Total Stockholder Equity |
|
|
24 |
|
|
128 |
|
Total Liabilities
and Stockholders’ Equity |
|
$ |
695 |
|
$ |
863 |
All assets in the above table can only be used to settle obligations of
the consolidated VIE. Liabilities are nonrecourse obligations. Amounts
presented in the table above are adjusted for intercompany eliminations.
The following table summarizes the Statement of Operations of the VIE
included in the Company’s Consolidated Statement of Operations for the six
months ended June 30, 2026 and June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Three Months |
|
Six Months |
|
Six Months |
|||||
|
|
|
Ended |
|
Ended |
|
Ended |
|
Ended |
||||
|
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
||||
|
Net sales |
|
$ |
139 |
|
$ |
124 |
|
$ |
341 |
|
$ |
358 |
|
Cost of sales |
|
|
188 |
|
|
149 |
|
|
400 |
|
|
361 |
|
Gross margin |
|
|
(49) |
|
|
(25) |
|
|
(59) |
|
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general
and administrative |
|
|
11 |
|
|
9 |
|
|
26 |
|
|
23 |
|
Asset impairment |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(60) |
|
|
(34) |
|
|
(85) |
|
|
(26) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense |
|
|
11 |
|
|
(9) |
|
|
19 |
|
|
(17) |
|
Loss before income
taxes |
|
|
(71) |
|
|
(25) |
|
|
(104) |
|
|
(43) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(71) |
|
$ |
(25) |
|
$ |
(104) |
|
$ |
(43) |
26
Note 15 – Net Earnings (Loss) Per Share
Basic and diluted net (loss) income per share attributable to common
stockholders was calculated as follows (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended |
|
Three Months
Ended |
|
Six Months Ended |
|
Six Months Ended |
||||
|
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
||||
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(5,133) |
|
$ |
(20,258) |
|
$ |
(11,855) |
|
$ |
(33,852) |
|
Less: Net (loss)
attributable to noncontrolling interests |
|
|
(71) |
|
|
— |
|
|
(104) |
|
|
(21) |
|
Net (loss) income attributable to common stockholders |
|
$ |
(5,062) |
|
$ |
(20,246) |
|
$ |
(11,751) |
|
$ |
(33,831) |
|
Less: Dividends on
Series C Preferred Stock |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Net (loss) income available to common stockholders |
|
$ |
(5,062) |
|
$ |
(20,246) |
|
$ |
(11,751) |
|
$ |
(33,831) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
common stock outstanding, basic and diluted |
|
|
14,331,620 |
|
|
5,419,340 |
|
|
11,149,115 |
|
|
5,273,964 |
|
Net (loss) income per share attributable to common
stockholders, basic and diluted |
|
$ |
(0.35) |
|
$ |
(3.74) |
|
$ |
(1.05) |
|
$ |
(6.41) |
Note 16 – Restructuring
On March 26, 2025, the Company announced that it would cease production at
the Osceola, Arkansas facility effective May 31, 2025 (the “2025 Plant Closure
Program”). In connection with the plant closure, 210 employees were separated
under the separation plan resulting in severance of approximately $4,600
included in the restructuring and related costs for the year ended December 31,
2025. The plant closure resulted in an impairment of $9,600 related to the
property, plant and equipment and $2,500 related to inventory which are
recorded as Asset impairment charge in the condensed consolidated statement of
operations for the three months ended March 31, 2025.
Restructuring and related expense consists of the following in the
condensed consolidated statements of operations for the three and six months
ended June 30, 2026 and 2025, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Three months ended |
|
Six months ended |
|
Six months ended |
|||||
|
(in thousands) |
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
||||
|
Severance and
other personnel costs |
|
$ |
— |
|
$ |
947 |
|
$ |
— |
|
$ |
5,597 |
|
Transfer and disposal costs and professional fees |
|
|
203 |
|
|
— |
|
|
566 |
|
|
— |
|
|
|
$ |
203 |
|
$ |
947 |
|
$ |
566 |
|
$ |
5,597 |
The following table summarizes the activities as of June 30, 2026 and
December 31, 2025:
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
|||
|
Beginning balance |
|
$ |
153 |
|
$ |
— |
|
Provision |
|
|
566 |
|
|
7,054 |
|
Payments |
|
|
(719) |
|
|
(6,901) |
|
Translation |
|
|
— |
|
|
— |
|
Ending balance |
|
$ |
— |
|
$ |
153 |
In addition, we continue to review our global businesses and may take
additional restructuring actions where a path to sustained profitability is not
feasible when considering the capital allocation required for those businesses.
27
The following table summarizes net sales by product line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Three Months |
|
Six Months |
|
Six Months |
||||
|
|
|
Ended |
|
Ended |
|
Ended |
|
Ended |
||||
|
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
||||
|
Net Sales by
product line |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nojax |
|
$ |
49,828 |
|
$ |
50,749 |
|
$ |
96,571 |
|
$ |
102,180 |
|
Fibrous |
|
|
24,613 |
|
|
28,004 |
|
|
49,280 |
|
|
53,332 |
|
Large |
|
|
2,171 |
|
|
1,960 |
|
|
3,802 |
|
|
4,687 |
|
Plastic |
|
|
10,820 |
|
|
12,462 |
|
|
21,575 |
|
|
24,717 |
|
Traded Goods |
|
|
2,471 |
|
|
2,315 |
|
|
4,502 |
|
|
4,321 |
|
Other |
|
|
228 |
|
|
1,789 |
|
|
936 |
|
|
2,230 |
|
Total |
|
$ |
90,131 |
|
$ |
97,279 |
|
$ |
176,668 |
|
$ |
191,467 |
Note 18 – Subsequent Event
Viskase Holdings, Inc. (OTCQB: ENZN, formerly Enzon Pharmaceuticals, Inc.)
changed its trading symbol from ENZN to VISK and transitioned its common stock
to quotation on the OTCID marketplace. Viskase began trading on the OTCID as of
opening on July 23, 2026, under its new trading symbol, “VISK.”
28
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
Unless the context requires otherwise, references in this Quarterly Report
on Form 10-Q to “Viskase,” the “Company,” “we,” “us,” or “our” and similar
terms mean Viskase Holdings, Inc. and its subsidiaries. The discussion below
may contain forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those discussed in
these forward-looking statements as a result of many factors, including but not
limited to those under the heading “Forward-Looking Information and Factors
that May Affect Future Results.”
You should read the following discussion and analysis of Viskase’s
financial condition and results of operations together with Viskase’s audited
financial statements for the year ended December 31, 2025, together with
related notes thereto, included in Amendment No. 1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on May 1, 2026. The discussion and analysis should also be read together with
(i) the section titled “Information about Viskase’s Business” in the
prospectus/consent solicitation statement/offer to exchange filed by the
Company with the SEC on January 30, 2026, (ii) our consolidated financial
statements and notes to those statements included elsewhere in this Quarterly
Report on Form 10-Q and (iii) our 2025 Annual Report on Form 10-K, as amended.
Overview
Viskase Holdings, Inc., previously known as Enzon Pharmaceuticals, Inc.,
is a Delaware corporation organized in 1970. Viskase, together with its
subsidiaries, including Viskase Companies, operates in the casing product
segment of the food industry. Viskase is a worldwide leader in the production
and sale of cellulosic, fibrous and plastic casings for the processed meat and
poultry industry. Viskase currently operates eight significant manufacturing
facilities throughout North America, Europe, South America and Asia. Viskase
provides value-added support services relating to these products for some of
the world’s largest global consumer products companies. Viskase is one of the
two largest worldwide producers of non-edible cellulosic casings for processed
meats and one of the three largest manufacturers of non-edible fibrous casings.
Viskase’s net sales are driven by consumer demand for meat products and
the level of demand for casings by processed meat manufacturers, as well as the
average selling prices of Viskase’s casings. Specifically, demand for Viskase’s
casings is dependent on population growth, overall consumption of processed
meats and the types of meat products purchased by consumers. Average selling
prices are dependent on overall supply and demand for casings and Viskase’s
product mix.
Viskase’s cellulose, fibrous and plastic casing extrusion operations are
capital-intensive and are characterized by high fixed costs. Viskase’s
finishing operations are labor intensive. The industry’s operating results have
historically been sensitive to the global balance of capacity and demand. The
industry’s extrusion facilities produce casings under a timed chemical process
and operate continuously.
Viskase’s gross profit varies with changes in selling price, input
material costs, labor costs and manufacturing efficiencies. The total
contribution margin increases as demand for Viskase’s casings increases.
Viskase’s financial results benefit from increased volume because Viskase does
not have to increase its fixed cost structure in proportion to increases in
demand. For certain products, Viskase operates at near capacity in its existing
facilities. Viskase regularly evaluates its capacity and projected market
demand. Viskase believes the current and planned cellulosic production capacity
in Viskase’s industry is in balance with global demand.
Viskase’s business strategy is to continue to improve operational
efficiencies, product quality and throughput by upgrading existing production
facilities and adding resources in high growth markets through new capital
investments. Viskase has been successful in implementing production
cost-savings initiatives and will continue to pursue similar opportunities that
enhance its profitability and competitive positioning as a leader in the casing
market. Viskase is focused on reducing extrusion, shirring and printing waste
through equipment upgrades and an ongoing effort to redefine product mix. In
addition, Viskase seeks entry into new value-added lines of business.
29
Recent Developments
The Merger
On June 20, 2025, the Company entered into an Agreement and Plan of Merger
(“Merger Agreement”) that was amended on October 23, 2025, by and between Enzon
Pharmaceuticals, Inc. (which is now known as Viskase Holdings, Inc.), Viskase
Companies, Inc. (which was converted into a limited liability company following
the Merger and is now known as Viskase Companies, LLC (“Viskase Companies”),
and EPSC Acquisition Corp. (“EPSC”). Pursuant to the terms of the Merger
Agreement, EPSC was merged with and into Viskase Companies, with Viskase
Companies surviving the merger as a wholly owned subsidiary of the Company (the
“Merger”). Immediately following the Merger, Viskase Companies converted into a
limited liability company under Delaware law, and the Company changed its name
from “Enzon Pharmaceuticals, Inc.” to “Viskase Holdings, Inc.” References
herein to the Company refer to Viskase Holdings, Inc., which operates it
business through its subsidiaries, including Viskase Companies.
In connection the transactions contemplated by the Merger Agreement, prior
to the completion of the Merger, Icahn Enterprises Holdings L.P. and certain of
its affiliates (together, the “IEH Parties”) agreed to exchange the shares of
the Company’s Series C Non-Convertible Redeemable Preferred Stock, par value
$0.01 per share (the “Series C Preferred Stock”), held by them into shares of
the Company’s common stock (the “IEH Exchange”), pursuant to the terms of a
support agreement entered into between the Company, Viskase Companies, and the
IEH Parties on June 20, 2025 and amended on October 23, 2025 (the “Support
Agreement”). In addition, certain holders of the Series C Preferred Stock other
than the IEH Parties exchanged their shares of Series C Preferred Stock for
shares of the Company’s common stock pursuant to the terms of an exchange offer
conducted by the Company (the “Series C Exchange Offer”).
On March 26, 2026 (the “Closing Date”), the Company consummated the Merger
Agreement and, as a result, Viskase Companies became a wholly owned subsidiary
of Viskase Holdings. Pursuant to the terms of the Merger Agreement, holders of
Viskase Companies’ common stock were entitled to receive shares of the common
stock of the Company as consideration for the Merger. Accordingly, all of the
issued and outstanding shares of common stock of Viskase Companies were
cancelled and exchanged for the right to receive the merger consideration,
which consisted of shares of the Company’s common stock. As a result of the
Merger, Viskase Companies became a wholly owned subsidiary of Viskase Holdings.
However, for financial reporting purposes, Viskase Companies is deemed to be
the accounting acquirer in the Merger.
The net assets of Viskase Holdings (formerly Enzon Pharmaceuticals, Inc.)
as of the Closing Date are stated at historical cost, with no goodwill or other
intangible assets recorded, and the operations following the completion of the
Merger are those of Viskase Companies and its subsidiaries. Upon closing of the
Merger, Viskase Holdings had approximately $40.8 million in cash. As a result
of the completion of the Merger, the business and operations conducted by the
Company are those that were conducted by Viskase Companies prior to the
completion of the Merger.
The Restructuring Plan
2025 Restructuring Plan – Arkansas Plant Closure
On March 26, 2025, the Company announced that it would cease production at
its Osceola, Arkansas facility effective as of May 31, 2025 (the “2025 Plant
Closure Program”), which is part of the 2025 Restructuring Plan. In connection
with the plant closure, 210 employees were separated under the Company’s
separation plan resulting in severance of approximately $4,600 included in the
restructuring and related costs for the year ended December 31, 2025. The plant
closure resulted in an impairment of $9,600 related to the property, plant and
equipment and $7,059 related to inventory which are recorded as an asset
impairment charge in the condensed consolidated statement of operations for the
year ended December 31, 2025.
30
The following table summarizes the total charges related to the 2025
Restructuring Plan for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
Six |
|
Six |
|||
|
|
|
Months Ended |
|
Months Ended |
||
|
|
|
June 30, |
|
June 30, |
||
|
|
|
2026 |
|
2025 |
||
|
Cash restructuring
charges: |
|
|
|
|
|
|
|
Severance and other personnel costs |
|
$ |
— |
|
$ |
5,597 |
|
Transfer and
disposal costs and professional fees |
|
|
566 |
|
|
— |
|
Total cash charges |
|
|
566 |
|
|
5,597 |
|
Non-cash charges: |
|
|
|
|
|
|
|
Write-offs of inventory due to restructuring plan |
|
|
— |
|
|
12,100 |
|
Total non-cash
charges |
|
|
— |
|
|
12,100 |
|
Total |
|
$ |
566 |
|
$ |
17,697 |
In connection with the 2025 Restructuring Plan, the
Company does not expect that it will incur any significant additional cash
charges during the remainder of 2026. The Company does not anticipate these
cost-saving measures will impair its ability to conduct any of its key business
functions. However, the Company may not be able to realize the cost savings and
benefits initially anticipated as a result of the 2025 Restructuring Plan.
Impact of General Economic Risk Factors on our Business
and Operations
Viskase is subject to continuing risks and uncertainties
in connection with, and as a result of, the current geopolitical and economic
uncertainty, including increases in inflation, risk of economic slowdown,
fluctuating interest rates, new or increased tariffs and other barriers to
trade, supply chain disruptions, changes to fiscal and monetary policy or
government budget dynamics (particularly in the product segment of the food
industry), volatility in financial markets, elevated energy and commodity
prices, potential government shut downs, and war, military conflicts and/or
hostilities, including the ongoing conflicts between Russia and Ukraine and
regional hostilities in the Middle East and the responses thereto. While we are
closely monitoring the impact of the current macroeconomic and geopolitical
conditions on all aspects of our business, the ultimate extent of the impact on
our business remains highly uncertain and will depend on future developments
and factors that continue to evolve. Most of these developments and factors are
outside of our control and could exist for an extended period of time, and
could have material adverse effects on our business, results of operations,
financial condition, and liquidity, including through increased input costs,
disrupted supply chains, reduced consumer demand, tighter financial conditions,
and impaired access to capital markets. We will continue to evaluate the nature
and extent of the potential impacts to our business, results of operations,
liquidity and capital resources. For additional information, see the section
titled “Risk Factors — Risk Factors Relating to Viskase’s
Business” in the prospectus/consent solicitation statement/offer to
exchange filed by the Company with the SEC on January 30, 2026.
Components of Results of Operations
Net Sales
Viskase generates net sales from sales of its products, including
cellulosic, fibrous and plastic casings for the processed meat and poultry
industry. Viskase serves the majority of its natural channel customers through
meat manufacturers, which purchase, store, sell and deliver Viskase’s products
to consumers.
Viskase periodically offers promotional incentives to its customers,
including customer rebates, temporary price reductions, off-invoice discounts,
and other trade activities. At the end of each accounting period, Viskase
recognizes a liability for an estimated promotional allowance reserve. Viskase
periodically provides credits or discounts to its customers in the event that
products do not conform to customer expectations upon delivery. Viskase treats
these credits and discounts as a reduction of the sales price of the related
transaction at the time of sale. Viskase anticipates that these promotional
activities, credits and discounts could materially impact Viskase’s net revenue
and that changes in such activities could impact period-over-period results.
Viskase’s casings are sold to customers at a premium price point, and when
prices for competitor casings fall relative to the price of Viskase’s casings
(including due to any price increases Viskase may implement), price-sensitive
customers may choose to purchase casings offered by Viskase’s competitors
instead of Viskase’s products. As a result, competitor pricing may adversely
affect Viskase’s net revenue. Net revenue may also vary from period to period
depending on the purchase orders Viskase receives, the volume and mix of
Viskase’s products sold, and the channels through which Viskase’s products are
sold.
31
Cost of Sales
Cost of sales consists of the costs directly attributable to producing
Viskase’s products, which include labor, raw material and packaging costs as
well as overhead. The labor cost is comprised of wages and related costs for
Viskase’s processing of crew members. The raw material is comprised of those
items necessary to process Viskase’s finished casing products and the packaging
costs are the cost of the packaging materials in which Viskase’s finished
products are sold. Overhead costs in cost of goods sold include utilities,
insurance, inbound freight, storage fees related to Viskase’s manufacturing
facilities and depreciation and amortization expenses related to Viskase’s
assets used in production.
Operating Expenses
Viskase’s operating expenses consist of selling, general and
administrative expenses, amortization of intangibles, asset impairment expense,
and restructuring and related expense, as further described below:
Selling, General and Administrative
Selling, general and administrative expenses consist primarily of
personnel-related expenses, including recruiting costs, salaries, bonuses,
benefits, and equity-based compensation, for individuals in Viskase’s
executive, finance, operations, human resources, business development and other
administrative functions. Other selling, general and administrative expenses
include legal fees relating to corporate matters and patent-related activities,
insurance costs, information technology, and professional and consulting fees
associated with accounting, audit, tax and investor and public relations.
Viskase expects selling, general and administrative expenses to increase in the
future in connection with the expansion of the business and increased marketing
costs.
Shipping and Distribution
Shipping and distribution expenses consist primarily of costs related to
third-party freight for Viskase’s products. Viskase expects shipping and
distribution expenses to increase in the medium-to-long term as Viskase
continues to scale its business, and there is a risk that such expenses could
continue to increase due to the dynamic and evolving global geopolitical and
economic environment.
Amortization of Intangibles
Viskase has recognized definite lived intangible assets for customer
relationships, technologies, patents, trademarks, and in-place leases.
Amortization of these intangibles are recognized on a straight-line basis over
the respective estimated useful lives on the intangible assets.
Asset Impairment Expense
In connection with its 2025 Restructuring Plan, Viskase took measures to
close certain of its manufacturing facilities, resulting in asset impairment
charges on its machinery in each respective location. These asset impairment
charges are recorded as “asset impairment expense” within the consolidated
statements of operations.
Restructuring and Related Expense
Any costs incurred related to the 2025 Restructuring Plan, including
transfer and disposal costs, professional fees, severance and other personnel
costs, and capital expenditures were recorded as “restructuring and related
expense” within the consolidated statements of operations.
Non-Operating Expenses
Viskase’s non-operating expenses interest expense, net and other income
(expense), net, as further described below:
Interest Expense, Net
Viskase records interest expense on its long-term debt based on the terms
within its Credit Agreement, as further discussed and defined below with “Amended
Senior Credit Facility.” This interest expense is partially offset by interest
income earned on cash and cash equivalents.
32
Other Income (Expense), Net
Other income (expense), net primarily relates to foreign currency gains
and losses and the expense related to the reversal of a receivable for an
uncertain tax with offset running through the “income tax provision” within the
consolidated statement of operations.
Income Taxes
Viskase determines its effective tax rate by estimating its permanent
differences resulting from differing treatment of items for financial and
income tax purposes. Viskase is periodically audited by taxing authorities and
considers any adjustments made as a result of the audits in computing its
income tax expense. Any audit adjustments affecting permanent differences could
have an impact on Viskase’s effective tax rate.
Deferred income taxes relate primarily to depreciation expense and
share-based compensation programs accounted for differently for financial and
income tax purposes. Changes in tax laws and rates could materially affect
recorded deferred tax assets and liabilities in the future. Valuation allowances
are recorded when it is more likely than not that a tax benefit will not be
realized for a deferred tax asset. Changes in projected future earnings could
affect Viskase’s recorded valuation allowances, if any, in the future.
Viskase records unrecognized tax benefit liabilities for known or
anticipated tax issues for which the benefit is more likely than not based on
its analysis of whether, and the extent to which, additional taxes will be due.
However, due to the complexity of some of these uncertainties, the ultimate
resolution may result in a payment that is materially different from the
current estimate of the tax liabilities.To the extent Viskase prevails in
matters for which unrecognized tax benefit liabilities have been established or
are required to pay amounts in excess of its recorded liability, Viskase’s
effective tax rate in a given financial statement period could be materially
affected.
Results of Operations – Comparison of Three Months Ended June 30, 2026 and
2025
The following table summarizes Viskase’s annual condensed consolidated
statement of operations for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Three Months |
|
|
|
||
|
|
|
Ended |
|
Ended |
|
|
|
||
|
|
|
June |
|
June |
|
|
|
||
|
|
|
30, 2026 |
|
30, 2025 |
|
Change |
|||
|
Net sales |
|
$ |
90,131 |
|
$ |
97,279 |
|
$ |
(7,148) |
|
Cost of sales |
|
|
79,033 |
|
|
85,645 |
|
|
(6,612) |
|
Gross margin |
|
|
11,098 |
|
|
11,634 |
|
|
(536) |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Selling, general
and administrative |
|
|
12,149 |
|
|
12,929 |
|
|
(780) |
|
Amortization of intangibles |
|
|
535 |
|
|
388 |
|
|
147 |
|
Asset impairment
expense |
|
|
226 |
|
|
— |
|
|
226 |
|
Restructuring expense |
|
|
203 |
|
|
947 |
|
|
(744) |
|
Total operating
expenses |
|
|
13,113 |
|
|
14,264 |
|
|
(1,151) |
|
Loss from operations |
|
|
(2,015) |
|
|
(2,630) |
|
|
615 |
|
Other income
(expense): |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
2,704 |
|
|
2,837 |
|
|
(133) |
|
Other expense
(income), net |
|
|
109 |
|
|
438 |
|
|
(329) |
|
Total other expense, net |
|
|
2,813 |
|
|
3,275 |
|
|
(462) |
|
Loss before income
tax provision |
|
|
(4,828) |
|
|
(5,905) |
|
|
1,077 |
|
Income tax provision (benefit) |
|
|
305 |
|
|
14,353 |
|
|
1,077 |
|
Net loss |
|
$ |
(5,133) |
|
$ |
(20,258) |
|
$ |
15,125 |
Net Sales
Net sales decreased by approximately $7.2 million, or (7.3)%, to $90.1
million for the three months ended June 30, 2026, compared to $97.3 million for
the three months ended June 30, 2025. The decrease in net sales was primarily
driven by volume-related decreases of approximately $10.9 million, partially
offset by price and product mix-related increases of approximately $2.6 million
and a favorable foreign currency impact of $1.1 million.
33
The following table summarizes our segment revenues for the periods
presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
||||||
|
|
|
North America |
|
South America |
|
EMEA |
|
Asia |
|
Other |
|
Consolidated |
|
||||||
|
Three months Ended
June 30, 2026 |
|
$ |
41,375 |
|
$ |
11,040 |
|
$ |
50,038 |
|
$ |
8,525 |
|
$ |
— |
|
$ |
110,978 |
|
|
Three months Ended June 30, 2025 |
|
|
47,003 |
|
|
11,603 |
|
|
44,603 |
|
|
11,908 |
|
|
— |
|
|
115,117 |
|
|
Change - $ |
|
|
(5,628) |
|
|
(563) |
|
|
5,435 |
|
|
(3,383) |
|
|
— |
|
|
(4,139) |
|
|
Change - % |
|
|
(13.6) |
% |
|
(5.1) |
% |
|
10.9 |
% |
|
(39.7) |
% |
|
— |
|
|
(3.7) |
% |
The decrease in North America nets sales of $5.6 million is mainly due to
reduced sales volume resulting from a temporary production capacity issue
related to the 2025 restructuring plan, offset by an increase in selling price.
EMEA nets sales has increased $5.4 million due to $5.3 million of intercompany
sales volume. Asia net sales decreased $3.4 million due to sales volume.
Cost of Sales
Cost of sales decreased by approximately $6.6 million or (7.7)% to $79.0
million for the three months ended June 30, 2026, compared to $85.6 million for
the three months ended June 30, 2025. The decrease in cost of sales was
primarily driven by lower volumes of product sold due to temporary capacity
constraints.
Gross Margin
Gross margin decreased by approximately $0.5 million, or (4.6)%, to $11.1
million for the three months ended June 30, 2026, compared to $11.6 million for
the three months ended June 30, 2025. The decrease in gross margin was
primarily driven by lower volumes of product sold due to temporary capacity
constraints.
Operating Expenses
Selling, General and Administrative
Selling, general and administrative expenses decreased by approximately
$0.8 million, or 6.0%, to $12.1 million for the three months ended June 30,
2026, compared to $12.9 million for the three months ended June 30, 2025. The
decrease was primarily driven by lower year over year professional fees and
payroll expenses.
Amortization of Intangibles
Amortization of intangible assets totaled approximately $0.5 million for
the three months ended June 30, 2026 compared to $0.4 million for the three
months ended June 30, 2025 on the amortization of intangible assets recognized
with acquisitions.
Restructuring and Related Expenses
Restructuring and related expense totaled approximately $0.2 million for
the three months ended June 30, 2026, compared to an expense of $0.9 million
for the three months ended June 30, 2025. See the discussion in the
Restructuring Plan section above for additional details.
Income from Operations
Loss from operations totaled approximately $2.0 million for the three
months ended June 30, 2026, compared to $2.6 million for the three months ended
June 30, 2025. The decrease in operating loss of $0.6 million or (23.4)% was
primarily driven by the decrease in selling, general and administrative
expenses.
34
The following table summarizes our segment operating income for the
periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
(Loss) Income |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
North America |
|
South America |
|
EMEA |
|
Asia |
|
Other |
|
Consolidated |
|
||||||
|
Three months Ended
June 30, 2026 |
|
$ |
(3,932) |
|
$ |
(293) |
|
$ |
2,100 |
|
$ |
106 |
|
$ |
4 |
|
$ |
(2,015) |
|
|
Three months Ended June 30, 2025 |
|
|
(2,709) |
|
|
208 |
|
|
(1,012) |
|
|
872 |
|
|
11 |
|
|
(2,630) |
|
|
Change -$ |
|
|
(1,223) |
|
|
(501) |
|
|
3,112 |
|
|
(766) |
|
|
— |
|
|
615 |
|
|
Change - % |
|
|
31.1 |
% |
|
171.0 |
% |
|
148.2 |
% |
|
(722.6) |
% |
|
— |
|
|
(30.5) |
% |
North America operating income has improved $0.6 million due to selling,
general and administrative.
Other Income (Expense):
Interest Expense, Net
Interest expense, net of interest income totaled approximately $2.7
million for the three months ended June 30, 2026 compared to $2.8 million for
the three months ended June 30, 2025.
Other Expense, Net
Other expense, net totaled approximately $0.1 million for the three months
ended June 30, 2026, compared to approximately $0.4 million for the three
months ended June 30, 2025. The decrease was primarily driven by foreign
currency gains or losses recognized during the period.
Income Taxes:
Income Tax Provision
During the three months ended June 30, 2026, an income tax provision of
approximately $0.3 million was recognized on the loss before income taxes of
$4.8 million compared to an income tax expense of approximately $14.4 million
for the three months ended June 30, 2025 on loss before income taxes of $5.9
million. Our effective income tax rate was (6)% and (243.6)% for the three
months ended June 30, 2026 and 2025, respectively.
For the three months ended June 30, 2026 the effective tax rate was lower
than the statutory federal rate of 21%, for corporations, primarily due to a
valuation allowance against US deferred tax assets and the jurisdictional mix
of earnings and operating losses expected for the year.
For the three months ended June 30, 2025 the effective tax rate was higher
than the statutory federal rate of 21%, for corporations, primarily due to the
recognition of a valuation allowance against the deferred tax assets in the
U.S. and the jurisdictional mix of earnings and operating losses expected for
the year.
35
Results of Operations – Comparison of Six Months Ended
June 30, 2026 and 2025
The following table summarizes Viskase’s annual condensed consolidated
statement of operations for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
Six Months |
|
|
|
||
|
|
|
Ended |
|
Ended |
|
|
|
||
|
|
|
June 30, 2026 |
|
June 30, 2025 |
|
Change |
|||
|
Net sales |
|
$ |
176,668 |
|
$ |
191,467 |
|
$ |
(14,799) |
|
Cost of sales |
|
|
156,570 |
|
|
165,427 |
|
|
(8,857) |
|
Gross margin |
|
|
20,098 |
|
|
26,040 |
|
|
(5,942) |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Selling, general
and administrative |
|
|
24,583 |
|
|
24,624 |
|
|
(41) |
|
Amortization of intangibles |
|
|
1,071 |
|
|
750 |
|
|
321 |
|
Asset impairment
expense |
|
|
226 |
|
|
12,100 |
|
|
(11,874) |
|
Restructuring expense |
|
|
566 |
|
|
5,597 |
|
|
(5,031) |
|
Total operating
expenses |
|
|
26,446 |
|
|
43,071 |
|
|
(16,625) |
|
Loss from operations |
|
|
(6,348) |
|
|
(17,031) |
|
|
10,683 |
|
Other income
(expense): |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
5,528 |
|
|
5,597 |
|
|
(69) |
|
Other expense
(income), net |
|
|
(1,074) |
|
|
(1,717) |
|
|
643 |
|
Total other expense, net |
|
|
4,454 |
|
|
3,880 |
|
|
574 |
|
Loss before income
tax provision |
|
|
(10,802) |
|
|
(20,911) |
|
|
10,109 |
|
Income tax provision |
|
|
1,053 |
|
|
12,941 |
|
|
(11,888) |
|
Net loss |
|
$ |
(11,855) |
|
$ |
(33,852) |
|
$ |
21,997 |
Net Sales
Net sales decreased by approximately $14.8 million, or (7.7)%, to $176.7
million for the six months ended June 30, 2026, compared to $191.5 million for
the six months ended June 30, 2025. The decrease in net sales was primarily
driven by volume-related decreases of approximately $23.7 million, partially
offset by price and product mix-related increases of approximately $3.9 million
and a favorable foreign currency impact of $5.0 million.
The following table summarizes our segment revenues for the periods
presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
||||||
|
|
|
North America |
|
South America |
|
EMEA |
|
Asia |
|
and Other |
|
Consolidated |
|
||||||
|
Six months Ended
June 30, 2026 |
|
$ |
77,866 |
|
$ |
22,427 |
|
$ |
101,662 |
|
$ |
16,405 |
|
$ |
— |
|
$ |
218,360 |
|
|
Six months Ended June 30, 2025 |
|
|
100,314 |
|
|
22,998 |
|
|
85,663 |
|
|
21,273 |
|
|
— |
|
|
230,248 |
|
|
Change - $ |
|
|
(22,448) |
|
|
(571) |
|
|
15,999 |
|
|
(4,868) |
|
|
— |
|
|
(11,888) |
|
|
Change - % |
|
|
(28.8) |
% |
|
(2.5) |
% |
|
15.7 |
% |
|
(29.7) |
% |
|
— |
|
|
(5.4) |
% |
The decrease in North America nets sales of $22.4 million is mainly due to
reduced sales volume resulting from a temporary production capacity issue
related to the 2025 restructuring plan, offset by an increase in selling price.
EMEA nets sales has increased $16.0 million due to $12 million of intercompany
sales volume and $4 million of increased customer sales mainly driven by
foreign currency translation. Asia net sales decreased $4.9 million due to
sales volume.
Cost of Sales
Cost of sales decreased by approximately $8.9 million or (5.4)% to $156.6
million for the six months ended June 30, 2026, compared to $165.4 million for
the six months ended June 30, 2025. The decrease in cost of sales was primarily
driven by lower volumes of product sold due to temporary capacity constraints.
36
Gross Margin
Gross margin decreased by approximately $5.9 million, or (22.8)%, to $20.1
million for the six months ended June 30, 2026, compared to $26.0 million for
the six months ended June 30, 2025. The decrease in gross margin was primarily
driven by lower volumes of product sold due to temporary capacity constraints.
Operating Expenses
Selling, General and Administrative
Selling, general and administrative expenses remained the same at $24.6
million for the six months ended June 30, 2026 and 2025.
Amortization of Intangibles
Amortization of intangible assets totaled approximately $1.1 million for
the six months ended June 30, 2026 and $0.8 million for the six months ended
June 30, 2025 on the amortization of intangible assets recognized with
acquisitions.
Restructuring and Related Expenses
Restructuring and related expense totaled approximately $0.6 million for
the six months ended June 30, 2026, compared to an expense of $5.6 million for
the six months ended June 30, 2025. See the discussion in the Restructuring
Plan section above for additional details.
Income from Operations
Loss from operations totaled approximately $6.3 million for the six months
ended June 30, 2026, compared to $17.0 million for the six months ended June
30, 2025. The decrease in operating loss of $10.7 million or (62.7)% was
primarily driven by asset impairment expense of $12.1 million recorded in
during the same period in prior year, partially offset by lower year over year
gross margin during the six months ended June 30, 2026.
The following table summarizes our segment operating income for the
periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
(Loss) Income |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
|
|
|
North America |
|
South America |
|
EMEA |
|
Asia |
|
and Other |
|
Consolidated |
|
||||||
|
Six months Ended
June 30, 2026 |
|
$ |
(9,736) |
|
$ |
(206) |
|
$ |
2,845 |
|
$ |
749 |
|
$ |
— |
|
$ |
(6,348) |
|
|
Six months Ended June 30, 2025 |
|
|
(20,379) |
|
|
480 |
|
|
1,319 |
|
|
1,466 |
|
|
83 |
|
|
(17,031) |
|
|
Change - $ |
|
|
10,643 |
|
|
(686) |
|
|
1,526 |
|
|
(717) |
|
|
— |
|
|
10,683 |
|
|
Change - % |
|
|
(109.3) |
% |
|
333.0 |
% |
|
53.6 |
% |
|
(95.7) |
% |
|
— |
|
|
(168.3) |
% |
North America operating income has improved $10.6 million due to lower
asset impairment and restructuring expense of $4.8 million offset by a decrease
in gross profit due to lower sales volume. EMEA operating income is higher by
$1.5 million compared to June 30, 2025 due to higher gross profit on sales mix
and inflation on costs.
Other Income (Expense):
Interest Expense, Net
Interest expense, net of interest income totaled approximately $5.5
million for the six months ended June 30, 2026 and $5.6 million for the six
months ended June 30, 2025.
Other (Expense) Income, Net
Other income, net totaled approximately $1.1 million for the six months
ended June 30, 2026, compared to approximately $1.7 million for the six months
ended June 30, 2025. The decrease was primarily driven by foreign currency
gains or losses recognized during the period.
37
Income Taxes:
Income Tax Provision
During the six months ended June 30, 2026, an income tax provision of
approximately $1.1 million was recognized on the loss before income taxes of
$10.8 million compared to an income tax expense of approximately $12.9 million
for the six months ended June 30, 2025 on loss before income taxes of $20.9
million. Our effective income tax rate was (9.7)% and (61.9)% for the six
months ended June 30, 2026 and 2025, respectively.
For the six months ended June 30, 2026 the effective tax rate was lower
than the statutory federal rate of 21%, for corporations, primarily due to the
jurisdictional mix of earnings and operating losses expected for the year.
For the six months ended June 30, 2025 the effective tax rate was higher
than the statutory federal rate of 21%, for corporations, primarily due to a
valuation allowance against US deferred tax assets and the jurisdictional mix
of earnings and operating losses expected for the year.
Liquidity and Capital Resources
Sources and Uses of Cash
Viskase’s primary sources of liquidity are net cash provided by operating
activities and available borrowing capacity under its Amended Senior Credit
Facility and Foreign Lines of Credit (as further discussed and defined below).
As of June 30, 2026, Viskase had approximately $7.9 million of cash and cash
equivalents and approximately $5.8 million of unused borrowing capacity under
the Amended Senior Credit Facility, net of letters of credit.
On April 16, 2026, we finalized the Seventh Amendment to our Credit
Agreement, which extended the Maturity Date from August 13, 2026 until August
13, 2027, amended the definition of Applicable Rate to increase the interest
rate, amended the definition of Consolidated EBITDA to address the treatment of
certain restructuring and transaction related costs and expenses, amended the
definition of Permitted Transfers to allow the disposition of the equipment,
real property and improvements of the Osceola Facility and the real property
and improvements of the Chicago Property, and amended certain thresholds for
obligations under the Existing Credit Agreement.
Currently, primary uses of cash are for our operations, capital
expenditures, and debt service. We believe that net cash generated from
operating activities, cash on hand, and available borrowings under its Amended
Senior Credit Facility will be adequate to meet Viskase’s liquidity and capital
requirements for the foreseeable future. As our debt or credit facilities
become due, we will need to repay, extend or replace such facilities. Our
ability to do so will be subject to future economic conditions and financial,
business, and other factors, many of which are beyond our control.
Going Concern
The assessment of liquidity and going concern requires us to make
judgments about its ability to meet its obligations as they fall due for at
least one year after the date that its condensed consolidated financial
statements for the six months ended June 30, 2026 are issued.
The Company’s financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
refinancing of its Senior Credit Facility before its maturity in August 2027.
We fully expect the refinancing will be completed before the maturity of
Senior Credit Facility. However, there is no assurance that the Company will be
able to obtain sufficient additional funds to refinance these maturities or
that such funds, if available, will be obtainable on terms satisfactory to the
Company, and therefore substantial doubt exists about the Company’s ability to
continue as a going concern.
The condensed consolidated financial statements do not include any
adjustments that might result from the Company being unable to continue as a
going concern.
38
Cash Flows – Comparison of Six Months Ended June 30, 2026
and 2025
The following table summarizes Viskase’s cash flows for the periods
presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
Six Months |
||
|
|
|
Ended |
|
Ended |
||
|
|
|
June |
|
June |
||
|
|
|
30, 2026 |
|
30, 2025 |
||
|
Net cash (used in)
provided by operating activities |
|
|
(27,520) |
|
|
2,373 |
|
Net cash used in investing activities |
|
|
(16,682) |
|
|
(16,342) |
|
Net cash provided
by financing activities |
|
|
42,997 |
|
|
16,833 |
|
Foreign currency translation |
|
|
(101) |
|
|
344 |
|
Net (decrease)
increase in cash and cash equivalents |
|
$ |
(1,306) |
|
$ |
3,208 |
Net Cash Provided by Operating Activities
Viskase’s operating cash flow is primarily driven by Viskase’s earnings
and changes in operating assets and liabilities, such as accounts receivable,
inventories, accounts payable and other accrued liabilities, as well as other
factors described below. Cash requirements for operating activities are subject
to Viskase’s operating needs and the timing of collection of receivables and
payments of payables and expenses.
For the six months ended June 30, 2026, net cash used in operating
activities was approximately $(27.5) million, compared to net cash provided by
operating activities of approximately $2.4 million for the six months ended
June 30, 2025. The decrease was primarily attributable to increases in
receivables, inventories, and other current assets, as well as a decrease in
accounts payable during the six months ended June 30, 2026.
Net Cash Used in Investing Activities
For the six months ended June 30, 2026, net cash used in investing
activities was approximately $16.7 million, compared to $(16.3) million for the
six months ended June 30, 2025. The increase was primarily attributable to
capital expenditures related to manufacturing facilities and production
equipment.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was approximately $43.0 million
for the six months ended June 30, 2026, compared to $16.8 million for the six
months ended June 30, 2025, representing an increase of $26.2 million. The
increase was primarily attributable to $40.9 million of cash acquired in
connection with the Enzon reverse recapitalization transaction and $15.0
million of proceeds from a private placement of common stock, partially offset
by $10.9 million of repayments of short-term debt.
Recent Accounting Pronouncements
See Note 1 - “Summary of Significant Accounting Policies”- to our interim
unaudited condensed consolidated financial statements included elsewhere in
this Quarterly Report on Form 10-Q for a description of recent accounting
pronouncements, if any, including the expected dates of adoption and the
anticipated impact on our unaudited condensed consolidated and audited
consolidated financial statements.
Off-Balance Sheet Arrangements
As of June 30, 2026, Viskase did not have any off-balance sheet
arrangements that have, or are reasonably likely to have, a material effect on
its current and future financial condition, results of operations, liquidity,
capital expenditures or capital resources.
39
Forward-Looking Information and Factors That May Affect Future Results
Certain statements contained in this discussion may be considered
forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally include
statements that are predictive in nature and depend upon or refer to future
events or conditions, and include words such as “may,” “will,” “should,” “would,”
“expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,”
and other similar expressions. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on current
beliefs and assumptions that are subject to risks and uncertainties and are not
guarantees of future performance. These and other forward-looking statements
are not guarantees of future results and are subject to risks, uncertainties
and assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements, including, without limitation,
those that are set forth in the section titled “Risk Factors” in the
prospectus/consent solicitation statement/offer to exchange filed by the
Company with the SEC on January 30, 2026. These risks and uncertainties should
be considered carefully and readers are cautioned not to place undue reliance
on such forward-looking statements. As such, Viskase cannot assure you that the
future results covered by the forward-looking statements will be achieved.
Forward-looking statements may relate to, among other things:
oour ability to meet liquidity requirements and to fund
necessary capital expenditures;
othe strength of demand for our products, prices for our
products and changes in overall demand;
oassessment of market and industry conditions and changes
in the relative market shares of industry participants;
oconsumption patterns and consumer preferences;
othe effects of competition and competitor responses to
our products and services;
oour ability to realize operating improvements and
anticipated cost savings;
opending or future legal proceedings and regulatory
matters;
ogeneral economic conditions and their effect on our
business, including the impact of geopolitical issues or conflicts;
ochanges in the cost or availability of raw materials and
changes in energy prices or other costs, including any impact associated with
quotas, duties, tariffs, taxes or other similar restrictions upon the import or
export of materials or the geopolitical conditions;
opricing pressures for our products;
othe cost of and compliance with environmental laws and
other governmental regulations;
oour results of operations for future periods;
oour anticipated capital expenditures;
oour ability to pay, and our intentions with respect to
the payment of, dividends on shares of our capital stock;
oour ability to protect our intellectual property;
oeconomic and industry conditions affecting our customers
and suppliers, including the impact of inflation;
oour ability to identify, complete and integrate
acquisitions, including the business combination between Enzon and Viskase
Companies, pursuant to which Viskase Companies became a wholly owned subsidiary
of Enzon (now known as Viskase Holdings, Inc);
oour strategy for the future, including opportunities
that may be presented to and/or pursued by us; and
othe Company may not be able to utilize its net operating
losses and tax credit carryforwards.
40
These forward-looking statements are not guarantees of future performance.
Forward-looking statements are based on management’s expectations that involve
risks and uncertainties.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
As a smaller reporting company, we are not required to provide information
required by this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures” (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information
required to be disclosed by us in reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission, and that such information is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we conducted
an evaluation of the effectiveness of our disclosure controls and procedures as
of June 30, 2026. Based on this evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
were effective as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during the quarter ended June 30, 2026 that have materially affected, or are
reasonably likely to materially affect our internal control over financial
reporting.
Item 1. Legal Proceedings
The Company is subject to legal proceedings and claims that arise in the
ordinary course of business. The ultimate outcome of these matters is
inherently uncertain, and there can be no assurance that their resolution will
not have a material adverse effect on the company’s financial condition or
results of operations.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide information
required by this item.
41
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
During the quarter ended June 30, 2026, no director or officer (as defined
in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified or
terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading
arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
(a) Exhibits required by Item 601 of Regulation S-K.
|
|
|
|
|
|
|
Exhibit |
|
Description |
|
Reference |
|
2.1** |
|
|
13 |
|
|
3.1 |
|
|
1 |
|
|
3.2 |
|
|
2 |
|
|
3.3 |
|
|
3 |
|
|
3.4 |
|
|
4 |
|
|
3.5 |
|
First Amendment to the Second Amended and Restated
By-Laws, effective February 24, 2022. |
|
5 |
|
3.6 |
|
|
11 |
|
|
3.7 |
|
|
11 |
|
|
3.8 |
|
|
12 |
|
|
3.9 |
|
|
12 |
|
|
3.10 |
|
|
8 |
|
|
4.1 |
|
|
6 |
|
|
4.2 |
|
|
7 |
|
|
4.3 |
|
|
9 |
|
|
4.4 |
|
|
10 |
|
|
4.5 |
|
|
11 |
42
|
4.6 |
|
|
8 |
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
|
|
|
|
32.2 |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document |
|
+ |
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
+ |
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
+ |
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
+ |
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
+ |
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
+ |
|
104 |
|
Cover Page Interactive Data File (formatted as inline XBRL with
applicable taxonomy extension information contained in Exhibits 101). |
|
+ |
+ Filed herewith.
* This certification is not deemed
filed by the Commission and is not to be incorporated by reference in any
filing the Company makes under the Securities Act of 1933 or the Securities
Exchange Act of 1934, irrespective of any general incorporation language in any
filings.
** Certain of the exhibits and schedules to this
Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The
Company agrees to furnish a copy of all omitted exhibits and schedules to the
SEC upon its request.
Referenced exhibit was previously filed with the SEC as an exhibit to the
Company’s filing indicated below and is incorporated herein by reference to
that filing:
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(1) |
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2010, filed on August 9, 2010. |
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(2) |
Annual Report on Form 10-K for the year ended December
31, 2012, filed on March 18, 2013. |
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(3) |
Current Report on Form 8-K filed on August 14, 2020. |
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(4) |
Current Report on Form 8-K filed on September 23, 2020. |
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(5) |
Annual Report on Form 10-K for the year ended December
31, 2021, filed on February 25, 2022. |
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(6) |
Current Report on Form 8-K filed on January 30, 2026. |
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(7) |
Current Report on Form 8-K filed on February 27, 2026. |
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(8) |
Current Report on Form 8-K filed on May 5, 2026. |
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(9) |
Current Report on Form 8-K filed on March 11, 2026. |
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(10) |
Current Report on Form 8-K filed on March 18, 2026. |
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(11) |
Current Report on Form 8-K filed on March 24, 2026. |
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(12) |
Current Report on Form 8-K filed on March 26, 2026. |
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(13) |
Current Report on Form 8-K filed with the SEC on June
23, 2025. |
43
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 thereunto duly authorized.
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VISKASE
HOLDINGS, INC. |
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(Registrant) |
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Dated: August 3, 2026 |
/s/ Thomas D. Davis |
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Thomas D. Davis |
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Chief Executive Officer |
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(Principal Executive Officer) |
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Dated: August 3, 2026 |
/s/ Michael Blecic |
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Michael Blecic Chief Financial Officer, Vice President, Chief
Accounting Officer, Treasurer |
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(Principal Financial Officer and Principal Accounting
Officer) |
44
CERTIFICATION
PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY
ACT OF 2002
I, Thomas D. Davis, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
June 30, 2026 of Viskase Holdings, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have: |
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(a) |
designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared; |
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(b) |
designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; |
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(c) |
evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and |
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(d) |
disclosed in this report any change in the registrant’s internal control
over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting. |
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August 3, 2026 |
/s/ Thomas D. Davis |
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Thomas D. Davis |
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Chief Executive Officer |
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(Principal Executive Officer) |
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CERTIFICATION
PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY
ACT OF 2002
I, Michael Blecic, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q for
the quarter ended June 30, 2026 of Viskase Holdings, Inc.; |
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2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
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3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
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|
(a) |
designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared; |
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(b) |
designed such internal control over financial
reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
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(c) |
evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and |
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(d) |
disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial
reporting; and |
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5. |
The registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of
the registrant’s board of directors (or persons performing the equivalent
functions): |
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(a) |
All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; |
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(b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
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August 3, 2026 |
/s/ Michael Blecic |
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Michael Blecic |
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Chief Financial Officer |
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(Principal Financial Officer and Principal Accounting
Officer) |
||||
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION
1350
AS ADOPTED PURSUANT
TO
SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, I, Thomas D. Davis, the Chief
Executive Officer (Principal Executive Officer), of Viskase Holdings, Inc. (the
“Company”), hereby certify, that, to my knowledge:
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1. |
The Quarterly Report on Form 10-Q for the period ended
June 30, 2026 (the “Report”) of the Company fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and |
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2. |
The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company. |
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||
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Dated: August 3, 2026 |
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/s/ Thomas D. Davis |
||
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Thomas D. Davis |
||
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Chief Executive Officer (Principal Executive Officer) |
||
CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION
1350
AS ADOPTED PURSUANT
TO
SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, I, Michael Blecic, the Chief
Financial Officer (Principal Financial Officer and Principal Accounting
Officer), of Viskase Holdings, Inc. (the “Company”), hereby certify, that, to
my knowledge:
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1. |
The Quarterly Report on Form 10-Q for the period ended
June 30, 2026 (the “Report”) of the Company fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and |
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|
2. |
The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company. |
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||
|
Dated: August 3, 2026 |
|
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|
|
/s/ Michael Blecic |
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Michael Blecic |
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Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer) |
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