News Release
-
Film Products’ operating profit of
$20.0 million increased$4.3 million from the fourth quarter of 2011 largely driven by additional profits from the fourth quarter 2011 acquisition ofTerphane Holdings LLC (“Terphane”) and higher volume in surface protection films. -
Bonnell Aluminum’s operating profit of
$1.7 million increased$0.8 million from the fourth quarter of 2011 due to the fourth quarter 2012 acquisition ofAACOA, Inc. (“AACOA”). -
Tredegar sold its mitigation banking business,Falling Springs, LLC (“Falling Springs”), onNovember 20, 2012 .
Net income from continuing operations for 2012 was
A summary of results for ongoing operations for the three and twelve
months ended
(In Millions, Except Per-Share Data) | Three Months Ended | Year Ended | |||||||||||||
December 31 | December 31 | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
Sales | $ | 233.0 | $ | 201.0 | $ | 882.2 | $ | 794.4 | |||||||
Net income from continuing operations as reported under generally accepted accounting principles (GAAP) |
$ | 13.9 | $ | 3.5 | $ | 43.2 | $ | 28.5 | |||||||
After-tax effects of: | |||||||||||||||
(Gains) losses associated with plant shutdowns, asset impairments and restructurings |
.9 | .4 | 3.2 | 1.2 | |||||||||||
(Gains) losses from sale of assets and other | (5.1 | ) | 2.6 | (7.9 | ) | (1.8 | ) | ||||||||
Income from ongoing operations* | $ | 9.7 | $ | 6.5 | $ | 38.5 | $ | 27.9 | |||||||
Diluted earnings (loss) per share from continuing operations as reported under GAAP |
$ | .43 | $ | .11 | $ | 1.34 | $ | .89 | |||||||
After-tax effects per diluted share of: | |||||||||||||||
(Gains) losses associated with plant shutdowns, asset impairments and restructurings |
.03 | .01 | .10 | .04 | |||||||||||
(Gains) losses from sale of assets and other | (.16 | ) | .08 | (.24 | ) | (.06 | ) | ||||||||
Diluted earnings per share from ongoing operations* | $ | .30 | $ | .20 | $ | 1.20 | $ | .87 | |||||||
* Ongoing operations include operating profit (loss) of Film Products, Aluminum Extrusions and the Other segment as well as Corporate Expenses, Interest and Taxes. See Notes to the Financial Tables included with this press release for further detail regarding the items included in the reconciliation of income from ongoing operations and diluted earnings per share from ongoing operations, each being a non-GAAP financial measure, to net income and diluted earnings per share as reported under GAAP. In addition, Note (h) within the Notes to the Financial Tables provides the definition of income from ongoing operations and the reasons why the measure is presented.
Ms. Taylor continued, “We are pleased with a strong year of performance for Bonnell Aluminum. Relative to the fourth quarter, Bonnell benefitted from the addition of AACOA. We’re excited about the future opportunities that this acquisition provides, allowing us to broaden our capabilities and more actively participate in markets outside of building and construction.”
Ms. Taylor added, “We also divested our mitigation banking business, Falling Springs, in the fourth quarter. The sale of Fallings Springs is consistent with our strategic intent to focus our efforts on manufacturing.”
OPERATIONS REVIEW
Film Products
A summary of fourth quarter and full year operating results for Film Products is provided below:
Films | ||||||||||||||||||
Quarter Ended | Favorable/ | Year Ended | Favorable/ | |||||||||||||||
(In Thousands, | December 31 | (Unfavorable) | December 31 | (Unfavorable) | ||||||||||||||
Except Percentages) | 2012 | 2011 | % Change | 2012 | 2011 | % Change | ||||||||||||
Sales volume (pounds) | 67,187 | 60,875 | 10.4 | % | 270,265 | 218,727 | 23.6 | % | ||||||||||
Net sales | $ | 152,656 | $ | 142,251 | 7.3 | % | $ | 611,877 | $ | 535,540 | 14.3 | % | ||||||
Operating profit from ongoing operations |
$ | 19,951 | $ | 15,621 | 27.7 | % | $ | 69,950 | $ | 59,493 | 17.6 | % | ||||||
The improvement in operating results for Film Products in 2012 was
primarily driven by the addition of flexible packaging films with the
acquisition of Terphane on
For the fourth quarter of 2012 compared to the fourth quarter of 2011,
Film Products’ net sales increased primarily due to the acquisition of
Terphane and higher sales volumes for the other product lines of
approximately
Film Products’ fourth-quarter operating profit from ongoing operations
was also favorably impacted by the full quarter results from the
Terphane acquisition and improved volume and product mix, partially
offset by the estimated unfavorable impact of the projected quarterly
lag in the pass-through of average resin costs and lower margins for
personal care materials. Excluding the impact of the Terphane
acquisition, higher sales volumes and improved product mix in Film
Products had a favorable impact of approximately
As noted above, net sales for 2012 increased in comparison to 2011
primarily due to the acquisition of Terphane. Higher net sales from the
acquisition of Terphane were primarily offset by lower volumes in the
other product lines of approximately
The increase in operating profit from ongoing operations in 2012
compared to 2011 is primarily due to the acquisition of Terphane,
partially offset by lower volumes and compressed margins for personal
care materials and the unfavorable impact of the change in the U.S.
dollar value of currencies outside the U.S. Excluding the impact of the
acquisition of Terphane, lower volumes in Film Products had an
unfavorable impact of approximately
Effective
Capital expenditures in Film Products were
Aluminum Extrusions
A summary of fourth quarter and full year operating results for Aluminum Extrusions, which is also referred to as Bonnell Aluminum, is provided below:
Aluminum | |||||||||||||||||||
Quarter Ended | Favorable/ | Year Ended | Favorable/ | ||||||||||||||||
(In Thousands, | December 31 | (Unfavorable) | December 31 | (Unfavorable) | |||||||||||||||
Except Percentages) | 2012 | 2011 | % Change | 2012 | 2011 | % Change | |||||||||||||
Sales volume (pounds) | 33,701 | 25,318 | 33.1 | % | 114,845 | 107,997 | 6.3 | % | |||||||||||
Net sales | $ | 72,940 | $ | 53,680 | 35.9 | % | $ | 245,465 |
$ |
240,392 |
2.1 | % | |||||||
Operating profit from ongoing operations |
$ | 1,688 | $ | 918 | 83.9 | % | $ | 9,037 | $ | 3,457 | 161.4 | % | |||||||
Net sales in the fourth quarter of 2012 increased in comparison to the
same period of the prior year primarily due to the addition of AACOA,
partially offset by a decrease in average selling prices driven by lower
aluminum prices. AACOA, which was acquired on
Operating profit from ongoing operations increased in the fourth quarter
of 2012 compared to the fourth quarter of 2011 primarily as a result of
the addition of AACOA. AACOA had operating profit of
Capital expenditures for Bonnell Aluminum were
Other
The Other segment previously included the mitigation banking business,
which is also referred to as Falling Springs. On
Corporate Expenses, Interest and Taxes
Pension expense was
Interest expense, which includes the amortization of debt issue costs,
was
The effective tax rate used to compute income taxes from continuing
operations was 29.8% in 2012 compared with 26.4% in 2011. Income taxes
from continuing operations in 2012 primarily reflect the benefit of
current year foreign tax incentives. Income taxes for continuing
operations in 2011 reflect the recognition of estimated tax benefits
from the divestiture of the film products business in
CAPITAL STRUCTURE
Net debt (debt in excess of cash and cash equivalents) was
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
Some of the information contained in this press release may constitute
“forward-looking statements” within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. When
we use the words “believe,” “estimate,” “anticipate,” “expect,”
“project,” “likely,” “may” and similar expressions, we do so to identify
forward-looking statements. Such statements are based on our then
current expectations and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from
those addressed in the forward-looking statements. It is possible that
our actual results and financial condition may differ, possibly
materially, from the anticipated results and financial condition
indicated in or implied by these forward-looking statements.
Accordingly, you should not place undue reliance on these
forward-looking statements. Factors that could cause actual results to
differ from expectations include, without limitation: acquired
businesses, including Terphane and AACOA, may not achieve the levels of
revenue, profit, productivity, or otherwise perform as we expect;
acquisitions, including our acquisition of Terphane and AACOA, involve
special risks, including without limitation, diversion of management’s
time and attention from our existing businesses, the potential
assumption of unanticipated liabilities and contingencies and potential
difficulties in integrating acquired businesses and achieving
anticipated operational improvements; Film Products is highly dependent
on sales to one customer — The
To the extent that the financial information portion of this release
contains non-GAAP financial measures, it also presents both the most
directly comparable financial measures calculated and presented in
accordance with GAAP and a quantitative reconciliation of the difference
between any such non-GAAP measures and such comparable GAAP financial
measures. Accompanying the reconciliation is management’s statement
concerning the reasons why management believes that presentation of
non-GAAP measures provides useful information to investors concerning
Tredegar’s financial condition and results of operations.
Reconciliations of non-GAAP financial measures are provided in the Notes
to the Financial Tables included with this press release and can also be
found within Presentations in the Investor Relations section of our
website, www.tredegar.com.
Tredegar Corporation | ||||||||||||||||
Condensed Consolidated Statements of Income | ||||||||||||||||
(In Thousands, Except Per-Share Data) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Fourth Quarter Ended | Year Ended | |||||||||||||||
December 31 | December 31 | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Sales | $ | 233,038 | $ | 201,042 | $ | 882,188 | $ | 794,420 | ||||||||
Other income (expense), net (a) (e) (f) | 10,049 | 1,269 | 18,119 | 3,213 | ||||||||||||
243,087 | 202,311 | 900,307 | 797,633 | |||||||||||||
Cost of goods sold (a) | 187,886 | 164,716 | 712,660 | 654,087 | ||||||||||||
Freight | 7,442 | 5,111 | 24,846 | 18,488 | ||||||||||||
Selling, R&D and general expenses (a) | 22,420 | 22,369 | 86,879 | 81,027 | ||||||||||||
Amortization of intangibles | 1,759 | 1,011 | 5,806 | 1,399 | ||||||||||||
Interest expense | 858 | 843 | 3,590 | 1,926 | ||||||||||||
Asset impairments and costs associated with exit and disposal activities (a) |
1,871 | 640 | 5,022 | 1,917 | ||||||||||||
222,236 | 194,690 | 838,803 | 758,844 | |||||||||||||
Net income from continuing operations before income taxes |
20,851 | 7,621 | 61,504 | 38,789 | ||||||||||||
Income taxes (c) | 7,001 | 4,140 | 18,319 | 10,244 | ||||||||||||
Net income from continuing operations | 13,850 | 3,481 | 43,185 | 28,545 | ||||||||||||
Net loss from discontinued operations (b) | (3,377 | ) | (3,733 | ) | (14,934 | ) | (3,690 | ) | ||||||||
Net income (a) (d) | $ | 10,473 | $ | (252 | ) | $ | 28,251 | $ | 24,855 | |||||||
Earnings (loss) per share: | ||||||||||||||||
Basic: | ||||||||||||||||
Continuing operations | $ | .43 | $ | .11 | $ | 1.35 | $ | .89 | ||||||||
Discontinued operations (b) | (.10 | ) | (.12 | ) | (.47 | ) |
(.12 |
) | ||||||||
Net income | $ | .33 | $ | (.01 | ) | $ | .88 | $ |
.77 |
|||||||
Diluted: | ||||||||||||||||
Continuing operations | $ | .43 | $ | .11 | $ | 1.34 | $ | .89 | ||||||||
Discontinued operations (b) | (.10 | ) | (.12 | ) | (.46 | ) | (.12 | ) | ||||||||
Net income | $ | .33 | $ | (.01 | ) | $ | .88 | $ | .77 | |||||||
Shares used to compute earnings (loss) per share: | ||||||||||||||||
Basic | 32,016 | 31,975 | 32,032 | 31,932 | ||||||||||||
Diluted | 32,176 | 32,328 | 32,193 | 32,213 | ||||||||||||
Tredegar Corporation | ||||||||||||||||
Net Sales and Operating Profit by Segment | ||||||||||||||||
(In Thousands) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Fourth Quarter Ended | Year Ended | |||||||||||||||
December 31 | December 31 | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net Sales | ||||||||||||||||
Film Products | $ | 152,656 | $ | 142,251 | $ | 611,877 | $ | 535,540 | ||||||||
Aluminum Extrusions | 72,940 | 53,680 | 245,465 | 240,392 | ||||||||||||
Total net sales | 225,596 | 195,931 | 857,342 | 775,932 | ||||||||||||
Add back freight | 7,442 | 5,111 | 24,846 | 18,488 | ||||||||||||
Sales as shown in the Consolidated | ||||||||||||||||
Statements of Income | $ | 233,038 | $ | 201,042 | $ | 882,188 | $ | 794,420 | ||||||||
Operating Profit | ||||||||||||||||
Film Products: | ||||||||||||||||
Ongoing operations | $ | 19,951 | $ | 15,621 | $ | 69,950 | $ | 59,493 | ||||||||
Plant shutdowns, asset impairments, restructurings and other (a) |
1,770 | (4,288 | ) | (109 | ) | (6,807 | ) | |||||||||
Aluminum Extrusions: | ||||||||||||||||
Ongoing operations | 1,688 | 918 | 9,037 | 3,457 | ||||||||||||
Plant shutdowns, asset impairments, restructurings and other (a) |
(2,213 | ) | 39 | (5,427 | ) | 58 | ||||||||||
Total | 21,196 | 12,290 | 73,451 | 56,201 | ||||||||||||
Interest income | 81 | 245 | 418 | 1,023 | ||||||||||||
Interest expense | 858 | 843 | 3,590 | 1,926 | ||||||||||||
Gain (loss) on investment accounted for under the fair value method (e) |
7,100 | 1,600 | 16,100 | 1,600 | ||||||||||||
Stock option-based compensation costs | 285 | 459 | 1,432 | 1,940 | ||||||||||||
Corporate expenses, net (a) (f) | 6,383 | 5,212 | 23,443 | 16,169 | ||||||||||||
Net income from continuing operations before income taxes | 20,851 | 7,621 | 61,504 | 38,789 | ||||||||||||
Income taxes (c) | 7,001 | 4,140 | 18,319 | 10,244 | ||||||||||||
Net income from continuing operations | 13,850 | 3,481 | 43,185 | 28,545 | ||||||||||||
Net loss from discontinued operations (b) | (3,377 | ) | (3,733 | ) | (14,934 | ) | (3,690 | ) | ||||||||
Net income (loss) (a) (d) | $ | 10,473 | $ | (252 | ) | $ | 28,251 | $ | 24,855 | |||||||
Tredegar Corporation | ||||||
Condensed Consolidated Balance Sheets | ||||||
(In Thousands) | ||||||
(Unaudited) | ||||||
December 31, | ||||||
2012 | 2011 | |||||
Assets | ||||||
Cash & cash equivalents | $ | 48,822 | $ | 68,939 | ||
Accounts & notes receivable, net | 100,237 | 97,785 | ||||
Income taxes recoverable | 2,886 | 2,592 | ||||
Inventories | 74,670 | 61,290 | ||||
Deferred income taxes | 5,614 | 7,133 | ||||
Prepaid expenses & other | 6,780 | 7,780 | ||||
Current assets of discontinued operation (b) | - | 343 | ||||
Total current assets | 239,009 | 245,862 | ||||
Property, plant & equipment, net | 253,417 | 257,251 | ||||
Goodwill & other intangibles | 241,180 | 223,432 | ||||
Other assets | 49,559 | 36,886 | ||||
Noncurrent assets of discontinued operation (b) | - | 17,179 | ||||
Total assets | $ | 783,165 | $ | 780,610 | ||
Liabilities and Shareholders' Equity | ||||||
Accounts payable | $ | 82,067 | $ | 72,884 | ||
Accrued expenses | 42,514 | 40,888 | ||||
Current liabilities of discontinued operation (b) | - | 1,967 | ||||
Total current liabilities | 124,581 | 115,739 | ||||
Long-term debt | 128,000 | 125,000 | ||||
Deferred income taxes | 60,773 | 70,769 | ||||
Other noncurrent liabilities | 97,559 | 71,834 | ||||
Noncurrent liabilities of discontinued operation (b) | - | 361 | ||||
Shareholders' equity | 372,252 | 396,907 | ||||
Total liabilities and shareholders' equity | $ | 783,165 | $ | 780,610 | ||
Tredegar Corporation | ||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||
(In Thousands) | ||||||||
(Unaudited) | ||||||||
Year Ended | ||||||||
December 31 | ||||||||
2012 | 2011 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 28,251 | $ | 24,855 | ||||
Adjustments for noncash items: | ||||||||
Depreciation | 43,463 | 43,336 | ||||||
Amortization of intangibles | 5,806 | 1,399 | ||||||
Deferred income taxes | (762 | ) | 2,108 | |||||
Accrued pension and postretirement benefits | 8,311 | 2,481 | ||||||
(Gain) loss on an investment accounted for under the fair value method (e) |
(16,100 | ) | (1,600 | ) | ||||
Loss on asset impairments | 2,185 | 1,376 | ||||||
(Gain) loss on sale of assets | 1,219 | (653 | ) | |||||
Changes in assets and liabilities, net of effects of acquisitions and divestitures: |
||||||||
Accounts and notes receivables | 9,454 | (4,737 | ) | |||||
Inventories | (9,913 | ) | 2,410 | |||||
Income taxes recoverable | 3,193 | (1,254 | ) | |||||
Prepaid expenses and other | 1,883 | (271 | ) | |||||
Accounts payable and accrued expenses | 9,105 | (282 | ) | |||||
Other, net | (3,509 | ) | 2,597 | |||||
Net cash provided by operating activities | 82,586 | 71,765 | ||||||
Cash flows from investing activities: | ||||||||
Acquisitions, net of cash acquired | (57,936 | ) | (180,975 | ) | ||||
Capital expenditures | (33,252 | ) | (15,880 | ) | ||||
Net proceeds from the sale of Falling Springs, LLC | 12,071 | - | ||||||
Proceeds from the sale of assets and other | 3,557 | 1,622 | ||||||
Net cash used in investing activities | (75,560 | ) | (195,233 | ) | ||||
Cash flows from financing activities: | ||||||||
Borrowings | 93,250 | 125,000 | ||||||
Debt principal payments and financing costs | (91,604 | ) | (89 | ) | ||||
Dividends paid | (30,782 | ) | (5,761 | ) | ||||
Proceeds from exercise of stock options and other | 2,400 | 1,242 | ||||||
Net cash provided by (used in) financing activities | (26,736 | ) | 120,392 | |||||
Effect of exchange rate changes on cash | (407 | ) | (1,176 | ) | ||||
Decrease in cash and cash equivalents | (20,117 | ) | (4,252 | ) | ||||
Cash and cash equivalents at beginning of period | 68,939 | 73,191 | ||||||
Cash and cash equivalents at end of period | $ | 48,822 | $ | 68,939 | ||||
Selected Financial Measures | ||||||||||||||||||
(In Millions) | ||||||||||||||||||
(Unaudited) | ||||||||||||||||||
Selected balance sheet and other data as of December 31, 2012: | ||||||||||||||||||
Net debt (g) | $ | 79.2 | ||||||||||||||||
Shares outstanding | 32.1 | |||||||||||||||||
Notes to the Financial Tables
(a) Plant shutdowns, asset impairments, restructurings and other in the fourth quarter of 2012 include:
-
A net pretax gain of
$1.3 million in Film Products (included in "Other income (expenses), net" in the condensed consolidated statements of income) associated with an insurance recovery on idle equipment that was destroyed in a fire at an outside warehouse; -
Pretax gain of
$1.1 million (included in "Other income (expenses), net" in the condensed consolidated statements of net income) on the sale of a previously shutdown film products manufacturing facility inLaGrange, Georgia ; -
Net pretax charge of
$0.9 million associated with the shutdown of the aluminum extrusions manufacturing facility inKentland, Indiana , which includes shutdown-related charges of$1.4 million , partially offset by gains on the sale of equipment of$0.5 million (included in "Other income (expense), net" in the condensed consolidated statement of income); -
Pretax charges of
$0.9 million for acquisition-related expenses (included in "Selling, R&D and general expenses" in the condensed consolidated statements of income) associated with the acquisition of AACOA by Aluminum Extrusions; -
Pretax charges of
$0.2 million for asset impairments in Film Products; -
Pretax charges of
$0.2 million for severance and other employee-related costs in connection with restructurings in Film Products; -
Pretax charges of
$0.2 million for integration-related expenses and other non-recurring transactions (included in "Selling, R&D and general expenses" in the condensed consolidated statements of income) associated with the acquisition of AACOA by Aluminum Extrusions; -
Pretax charges of
$0.1 million associated with purchase accounting adjustments made to the value of inventory sold by Aluminum Extrusions after its acquisition of AACOA (included in "Cost of goods sold" in the condensed consolidated statements of income, see note (i) below for further detail); -
Pretax charges of
$0.1 million for integration-related expenses and other non-recurring transactions (included in "Selling, R&D and general expenses" in the condensed consolidated statements of income) associated with the acquisition of Terphane by Film Products; and -
A pretax charge of
$0.1 million related to expected future environmental costs at our aluminum extrusions manufacturing facility inNewnan, Georgia (included in "Cost of goods sold" in the condensed consolidated statement of income).
Plant shutdowns, asset impairments, restructurings and other in 2012 include:
-
Net pretax charge of
$3.6 million associated with the shutdown of the aluminum extrusions manufacturing facility inKentland, Indiana , which includes accelerated depreciation for property and equipment of$2.4 million (included in "Cost of goods sold" in the condensed consolidated statements of income), severance and other employee-related costs of$1.2 million and other shutdown-related charges of$2.3 million , partially offset by adjustments to inventories accounted for under the last-in, first-out method of$1.5 million (included in "Cost of goods sold" in the condensed consolidated statements of income) and gains on the sale of equipment of$0.8 million (included in "Other income (expense), net" in the condensed consolidated statement of income); -
A net pretax gain of
$1.3 million in Film Products (included in "Other income (expenses), net" in the condensed consolidated statements of income) associated with an insurance recovery on idle equipment that was destroyed in a fire at an outside warehouse; -
Pretax charges of
$1.3 million for acquisition-related expenses (included in "Selling, R&D and general expenses" in the condensed consolidated statements of income) associated with the acquisition of AACOA by Aluminum Extrusions; -
Pretax charges of
$1.1 million for integration-related expenses and other non-recurring transactions (included in "Selling, R&D and general expenses" in the condensed consolidated statements of income) associated with the acquisition of Terphane by Film Products; -
Pretax gain of
$1.1 million (included in "Other income (expenses), net" in the condensed consolidated statements of income) on the sale of a previously shutdown film products manufacturing facility inLaGrange, Georgia ; -
Pretax loss of
$0.8 million for asset impairments associated with a previously shutdown film products manufacturing facility inLaGrange, Georgia ; -
Pretax charges of
$0.5 million for severance and other employee-related costs in connection with restructurings in Film Products ($0.3 million ) and Aluminum Extrusions ($0.2 million ); -
Pretax charges of
$0.2 million for asset impairments in Film Products; -
Pretax charges of
$0.2 million for integration-related expenses and other non-recurring transactions (included in "Selling, R&D and general expenses" in the condensed consolidated statements of income) associated with the acquisition of AACOA by Aluminum Extrusions; -
Pretax charges of
$0.1 million associated with purchase accounting adjustments made to the value of inventory sold by Aluminum Extrusions after its acquisition of AACOA (included in "Cost of goods sold" in the condensed consolidated statements of income, see note (i) below for further detail); and -
A pretax charge of
$0.1 million related to expected future environmental costs at our aluminum extrusions manufacturing facility inNewnan, Georgia (included in "Cost of goods sold" in the condensed consolidated statement of income).
Plant shutdowns, asset impairments, restructurings and other in the fourth quarter of 2011 include:
-
Pretax charges of
$2.5 million for acquisition-related expenses (included in "Selling, R&D and general expenses" in the condensed consolidated statements of income) associated with the acquisition of Terphane by Film Products; -
Pretax charges of
$0.7 million associated with purchase accounting adjustments made to the value of inventory sold by Film Products after its acquisition of Terphane (included in "Cost of goods sold" in the condensed consolidated statements of income, see note (i) below for further detail); -
Pretax charges of
$0.6 million for asset impairments in Film Products; -
Pretax charges of
$0.4 million for integration-related expenses (included in "Selling, R&D and general expenses" in the condensed consolidated statements of income) associated with the acquisition of Terphane by Film Products; -
Pretax charges of
$0.1 million for severance and other employee-related costs in connection with restructurings in Film Products; and -
Pretax gains of
$39,000 associated with Aluminum Extrusions for timing differences between the recognition of realized losses on aluminum futures contracts and related revenues from the delayed fulfillment by customers of fixed-price forward purchase commitments (included in "Cost of goods sold" in the condensed consolidated statements of income).
Plant shutdowns, asset impairments, restructurings and other in 2011 include:
-
Pretax charges of
$4.8 million for acquisition-related expenses (included in "Selling, R&D and general expenses" in the condensed consolidated statements of income) associated with the acquisition of Terphane by Film Products; -
Pretax charges of
$1.4 million for asset impairments in Film Products; -
Pretax gain of
$1.0 million on the disposition of our film products business in Roccamontepiano,Italy (included in "Other income (expenses), net" in the condensed consolidated statements of income), which includes the recognition of previously unrecognized foreign currency translation gains of$4.3 million that were associated with the business; -
Pretax charges of
$0.7 million associated with purchase accounting adjustments made to the value of inventory sold by Film Products after its acquisition of Terphane (included in "Cost of goods sold" in the condensed consolidated statements of income, see note (i) below for further detail); -
Pretax charges of
$0.5 million for severance and other employee-related costs in connection with restructurings in Film Products; -
Pretax charges of
$0.4 million for integration-related expenses (included in "Selling, R&D and general expenses" in the condensed consolidated statements of income) associated with the acquisition of Terphane by Film Products; and -
Pretax gains of
$0.1 million associated with Aluminum Extrusions for timing differences between the recognition of realized losses on aluminum futures contracts and related revenues from the delayed fulfillment by customers of fixed-price forward purchase commitments (included in "Cost of goods sold" in the condensed consolidated statements of income).
(b) |
On November 20, 2012, Tredegar sold its mitigation banking business, Falling Springs, LLC to Arc Ventures LC, a company affiliated with John D. Gottwald, a member of our Board of Directors, for cash and stock of $16.6 million. The corresponding pretax loss on sale of $3.1 million ($2.0 million after tax), which included pretax transaction-related expenses of $0.5 million ($0.3 million after taxes), and all historical results for this business have been reflected as discontinued operations in the accompanying condensed consolidated financial statements. |
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On February 12, 2008, Tredegar sold its aluminum extrusions business in Canada for a purchase price of approximately $25 million. All historical results for this business were previously reported in discontinued operations. An accrual was made for indemnifications under the purchase agreement related to environmental matters of $1.5 million ($1.5 million after tax) and $4.0 million ($4.0 million after tax) in the fourth quarters of 2012 and 2011, respectively, and $13.4 million ($13.4 million after tax) and $4.4 million ($4.4 million after tax) for 2012 and 2011, respectively. |
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(c) |
Income taxes from continuing operations for 2011 reflect the recognition of estimated tax benefits of approximately $5 million related to the divestiture of the film products business in Italy, partially offset by the impact of non-deductible acquisition-related expenses associated with the purchase of Terphane by Film Products. |
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(d) |
Comprehensive income (loss), defined as net income (loss) and other comprehensive income (loss), was a loss of $7.7 million in the fourth quarter of 2012 and loss of $44.2 million for the fourth quarter of 2011. Comprehensive income (loss) was a gain of $5.3 million in 2012 and loss of $18.5 million in 2011. Other comprehensive income (loss) includes changes in foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments and prior service costs and net gains or losses from pension and other postretirement benefit plans arising during the period and the related amortization of these prior service costs and net gains or losses recorded net of deferred taxes directly in shareholders' equity. The comprehensive loss for the fourth quarter and full year of 2012 and 2011 are primarily related to the reduction in the funded status of our pension plans from 2010 to 2012. |
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(e) |
The unrealized gains on an investment in a specialty pharmaceutical company accounted for under the fair value method (included in "Other income (expense), net" in the condensed consolidated statements of income) were $7.1 million in the fourth quarter of 2012 and $16.1 million in 2012. The unrealized gain in the fourth quarter of 2012 is primarily related to adjustments in the fair value to reflect updated insights from market research, which resulted in a favorable adjustment to the timing and amount of anticipated cash flows associated with its product pipeline, and the passage of time as anticipated cash flows associated with achieving product development and commercialization milestones are discounted at 55% for their high degree of risk. The unrealized gain in 2012 is primarily attributed to the factors previously noted as well as the appreciation of our ownership interest after the weighted average cost of capital used to discount cash flows in our valuation of the specialty pharmaceutical company was reduced in the first quarter of 2012 to reflect the completion of certain process testing and a reassessment of the risk associated with the timing for obtaining final marketing approval for its first product from the U.S. Food & Drug Administration. The unrealized gain in 2011 is attributed to the appreciation of our ownership interest upon changes in the market dynamics and pricing associated with an upcoming product introduction and the addition of projects to the product pipeline. |
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(f) |
Pretax charges of $0.6 million in the fourth quarter of 2011 and $1.1 million in the first quarter of 2012 related to unrealized losses for our investment in the Harbinger Capital Partners Special Situations Fund, L.P. were recorded in 2011 and 2012, respectively, as a result of a reduction in the fair value of our investment that is not expected to be temporary. The impairment charge is included in "Other income (expense), net" in the condensed consolidated statements of income and in "Corporate expenses, net" in the statement of net sales and operating profit by segment. |
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(g) | Net debt is calculated as follows (in millions): | ||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||
Debt | $ | 128.0 | $ | 125.0 | |||||||||||||||||
Less: Cash and cash equivalents | (48.8 | ) | (68.9 | ) | |||||||||||||||||
Net debt | $ | 79.2 | $ | 56.1 |
Net debt is not intended to represent debt as defined by GAAP. Net debt is utilized by management in evaluating the company's financial leverage and equity valuation, and the company believes that investors also may find net debt to be helpful for the same purposes. |
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(h) |
Tredegar's presentation of income and diluted earnings per share from ongoing operations are non-GAAP financial measures that exclude the after-tax effects of gains or losses associated with plant shutdowns, asset impairments and restructurings, gains or losses from sale of assets and other items, goodwill impairment charges and operating results and gains or losses on sale for businesses divested that are included in discontinued operations, which have been presented separately and removed from net income (loss) and diluted earnings (loss) per share as reported under GAAP. Income and diluted earnings per share from ongoing operations are used by management to gauge the operating performance of Tredegar's ongoing operations. They are not intended to represent the stand-alone results for Tredegar’s ongoing operations under GAAP and should not be considered as an alternative to net income (loss) or earnings (loss) per share from continuing operations as defined by GAAP. They exclude items that we believe do not relate to Tredegar's ongoing operations. |
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(i) |
Business combination accounting principles under U.S. GAAP require that we adjust the inventory acquired in the acquisitions of Terphane and AACOA to fair value at the date of acquisition. In particular, finished goods inventory acquired was adjusted to reflect the cost of manufacturing plus a portion of the expected profit margin. The acquired inventory was sold in the fourth quarters of 2012 and 2011. We believe that the adjustment included in “Cost of goods sold” in the fourth quarters of 2012 and 2011 should be removed by investors as a means to determine profit and margins from ongoing operations, which reflect the operating trends of the acquired business. |
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Source:
Tredegar Corporation
Neill Bellamy, 804-330-1211
Fax:
804-330-1777
neill.bellamy@tredegar.com