Tredegar
Corporation
|
(Exact
Name of Registrant as Specified in its
Charter)
|
Virginia
|
1-10258
|
54-1497771
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
1100
Boulders Parkway
Richmond,
Virginia
|
23225
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Item 2.02 |
Results
of Operations and Financial Condition.
|
Item 9.01 |
Financial
Statements and Exhibits.
|
(d) |
Exhibits.
|
99 |
Press
Release, dated November 4, 2008 (furnished pursuant to Item
2.02).
|
TREDEGAR
CORPORATION
|
||
Date:
November 5, 2008
|
By:
|
/s/
D. Andrew Edwards
|
D.
Andrew Edwards
|
||
Vice
President, Chief Financial Officer
|
||
and
Treasurer
|
EXHIBIT
|
|
DESCRIPTION
|
99
|
Press
Release, dated November 4, 2008 (furnished pursuant to Item
2.02).
|
Tredegar
Corporation
|
Contact:
|
Corporate
Communications
|
D.
Andrew Edwards
|
1100
Boulders Parkway
|
Phone:
804/330-1041
|
Richmond,
Virginia 23225
|
Fax:
804/330-1777
|
E-mail:
invest@tredegar.com
|
E-mail:
daedward@tredegar.com
|
Web
Site: www.tredegar.com
|
(In
Millions, Except Per-Share Data)
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||
September
30
|
September
30
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Sales
|
$
|
228.7
|
$
|
234.4
|
$
|
691.2
|
$
|
714.1
|
|||||
Income
from continuing operations as reported under generally accepted
accounting
principles (GAAP)
|
$
|
11.1
|
$
|
6.2
|
$
|
23.7
|
$
|
27.9
|
|||||
After-tax
effects of:
|
|||||||||||||
Loss
associated with plant shutdowns, asset impairments and restructurings
|
-
|
2.4
|
3.8
|
3.1
|
|||||||||
(Gains)
losses from sale of assets and other items
|
(5.0
|
)
|
1.1
|
(5.8
|
)
|
1.1
|
|||||||
Income
from continuing manufacturing operations*
|
$
|
6.1
|
$
|
9.7
|
$
|
21.7
|
$
|
32.1
|
|||||
Diluted
earnings per share from continuing operations as reported under
GAAP
|
$
|
.33
|
$
|
.16
|
$
|
.69
|
$
|
.71
|
|||||
After-tax
effects per diluted share of:
|
|||||||||||||
Loss
associated with plant shutdowns, asset impairments and restructurings
|
-
|
.06
|
.11
|
.07
|
|||||||||
(Gains)
losses from sale of assets and other items
|
(.15
|
)
|
.03
|
(.17
|
)
|
.03
|
|||||||
Diluted
earnings per share from continuing manufacturing
operations*
|
$
|
.18
|
$
|
.25
|
$
|
.63
|
$
|
.81
|
Third
Quarter Ended
|
Nine
Months Ended
|
||||||||||||
September
30
|
September
30
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Sales
|
$
|
228,709
|
$
|
234,352
|
$
|
691,197
|
$
|
714,121
|
|||||
Other
income (expense), net (e)
|
7,709
|
(1,986
|
)
|
8,929
|
(1,533
|
)
|
|||||||
236,418
|
232,366
|
700,126
|
712,588
|
||||||||||
Cost
of goods sold (a)
|
195,438
|
192,864
|
585,926
|
590,113
|
|||||||||
Freight
|
5,450
|
5,191
|
16,348
|
15,456
|
|||||||||
Selling,
R&D and general expenses
|
16,629
|
18,771
|
52,737
|
55,720
|
|||||||||
Amortization
of intangibles
|
30
|
37
|
93
|
112
|
|||||||||
Interest
expense
|
483
|
628
|
1,921
|
2,009
|
|||||||||
Asset
impairments and costs associated with exit and disposal
activities (a)
|
-
|
1,713
|
5,159
|
2,571
|
|||||||||
218,030
|
219,204
|
662,184
|
665,981
|
||||||||||
Income
from continuing operations before income
taxes
|
18,388
|
13,162
|
37,942
|
46,607
|
|||||||||
Income
taxes (e)
|
7,310
|
6,967
|
14,214
|
18,713
|
|||||||||
Income
from continuing operations
|
11,078
|
6,195
|
23,728
|
27,894
|
|||||||||
Income
(loss) from discontinued operations (b)
|
-
|
(24,571
|
)
|
(930
|
)
|
(26,002
|
)
|
||||||
Net
income (loss) (a) (c)
|
$
|
11,078
|
$
|
(18,376
|
)
|
$
|
22,798
|
$
|
1,892
|
||||
Earnings
(loss) per share:
|
|||||||||||||
Basic:
|
|||||||||||||
Continuing
operations
|
$
|
.33
|
$
|
.16
|
$
|
.70
|
$
|
.71
|
|||||
Discontinued
operations
|
-
|
(.63
|
)
|
(.03
|
)
|
(.66
|
)
|
||||||
Net
income (loss)
|
$
|
.33
|
$
|
(.47
|
)
|
$
|
.67
|
$
|
.05
|
||||
Diluted:
|
|||||||||||||
Continuing
operations
|
$
|
.33
|
$
|
.16
|
$
|
.69
|
$
|
.71
|
|||||
Discontinued
operations
|
-
|
(.63
|
)
|
(.03
|
)
|
(.66
|
)
|
||||||
Net
income (loss)
|
$
|
.33
|
$
|
(.47
|
)
|
$
|
.66
|
$
|
.05
|
||||
Shares
used to compute earnings (loss) per share:
|
|||||||||||||
Basic
|
33,672
|
38,985
|
34,042
|
39,219
|
|||||||||
Diluted
|
33,903
|
39,119
|
34,262
|
39,396
|
Third
Quarter Ended
|
Nine
Months Ended
|
||||||||||||
September
30
|
September
30
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Net
Sales
|
|||||||||||||
Film
Products
|
$
|
131,187
|
$
|
134,064
|
$
|
399,030
|
$
|
400,385
|
|||||
Aluminum
Extrusions
|
92,072
|
95,097
|
275,819
|
298,280
|
|||||||||
Total
net sales
|
223,259
|
229,161
|
674,849
|
698,665
|
|||||||||
Add
back freight
|
5,450
|
5,191
|
16,348
|
15,456
|
|||||||||
Sales
as shown in the Consolidated Statements
of Income
|
$
|
228,709
|
$
|
234,352
|
$
|
691,197
|
$
|
714,121
|
|||||
Operating
Profit
|
|||||||||||||
Film
Products:
|
|||||||||||||
Ongoing
operations
|
10,454
|
15,926
|
34,719
|
46,508
|
|||||||||
Plant
shutdowns, asset impairments and restructurings
(a)
|
-
|
-
|
(4,649
|
)
|
(393
|
)
|
|||||||
Aluminum
Extrusions (b):
|
|||||||||||||
Ongoing
operations
|
3,861
|
3,897
|
7,809
|
13,875
|
|||||||||
Plant
shutdowns, asset impairments and restructurings
(a)
|
-
|
(535
|
)
|
(615
|
)
|
(634
|
)
|
||||||
|
|||||||||||||
AFBS:
|
|||||||||||||
Gain
on sale of investments in Theken Spine and Therics,
LLC (d)
|
1,499
|
-
|
1,499
|
-
|
|||||||||
Plant
shutdowns, asset impairments and restructurings
(a)
|
-
|
(1,220
|
)
|
-
|
(1,586
|
)
|
|||||||
Total
|
15,814
|
18,068
|
38,763
|
57,770
|
|||||||||
Interest
income
|
209
|
289
|
655
|
960
|
|||||||||
Interest
expense
|
483
|
628
|
1,921
|
2,009
|
|||||||||
Gain
on the sale of corporate assets (e)
|
1,001
|
-
|
1,001
|
-
|
|||||||||
Gain
from write-up of an investment accounted for under the
fair value method (e)
|
5,000
|
-
|
5,000
|
-
|
|||||||||
Loss
from write-down of an investment (e)
|
-
|
2,095
|
-
|
2,095
|
|||||||||
Stock
option-based compensation costs
|
178
|
236
|
516
|
701
|
|||||||||
Corporate
expenses, net
|
2,975
|
2,236
|
5,040
|
7,318
|
|||||||||
Income
before income taxes
|
18,388
|
13,162
|
37,942
|
46,607
|
|||||||||
Income
taxes (e)
|
7,310
|
6,967
|
14,214
|
18,713
|
|||||||||
Income
from continuing operations
|
11,078
|
6,195
|
23,728
|
27,894
|
|||||||||
Income
(loss) from discontinued operations (b)
|
-
|
(24,571
|
)
|
(930
|
)
|
(26,002
|
)
|
||||||
Net
income (loss) (a) (c)
|
$
|
11,078
|
$
|
(18,376
|
)
|
$
|
22,798
|
$
|
1,892
|
September
30,
|
December
31,
|
||||||
2008
|
2007
|
||||||
Assets
|
|||||||
Cash
& cash equivalents
|
$
|
46,624
|
$
|
48,217
|
|||
Accounts
& notes receivable, net
|
114,523
|
97,064
|
|||||
Income
taxes recoverable
|
14,001
|
323
|
|||||
Inventories
|
34,823
|
48,666
|
|||||
Deferred
income taxes
|
8,704
|
9,172
|
|||||
Prepaid
expenses & other
|
5,193
|
4,077
|
|||||
Current
assets of discontinued operation (b)
|
-
|
37,750
|
|||||
Total
current assets
|
223,868
|
245,269
|
|||||
Property,
plant & equipment, net
|
249,914
|
269,083
|
|||||
Other
assets
|
126,303
|
116,759
|
|||||
Goodwill
& other intangibles
|
135,321
|
135,907
|
|||||
Noncurrent
assets of discontinued operation (b)
|
-
|
17,460
|
|||||
Total
assets
|
$
|
735,406
|
$
|
784,478
|
|||
Liabilities
and Shareholders' Equity
|
|||||||
Accounts
payable
|
$
|
76,057
|
$
|
67,161
|
|||
Accrued
expenses
|
39,352
|
33,676
|
|||||
Current
portion of long-term debt
|
540
|
540
|
|||||
Current
liabilities of discontinued operation (b)
|
-
|
17,152
|
|||||
Total
current liabilities
|
115,949
|
118,529
|
|||||
Long-term
debt
|
27,994
|
81,516
|
|||||
Deferred
income taxes
|
87,320
|
68,625
|
|||||
Other
noncurrent liabilities
|
15,857
|
15,662
|
|||||
Noncurrent
liabilities of discontinued operation (b)
|
-
|
8,818
|
|||||
Shareholders'
equity
|
488,286
|
491,328
|
|||||
Total
liabilities and shareholders' equity
|
$
|
735,406
|
$
|
784,478
|
Nine
Months Ended
|
|||||||
September
30
|
|||||||
2008
|
2007
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
22,798
|
$
|
1,892
|
|||
Adjustments
for noncash items:
|
|||||||
Depreciation
|
32,844
|
34,440
|
|||||
Amortization
of intangibles
|
93
|
112
|
|||||
Deferred
income taxes
|
17,515
|
(6,691
|
)
|
||||
Accrued
pension income and postretirement benefits
|
(3,354
|
)
|
(1,297
|
)
|
|||
Gain
on the write-up of an investment accounted for under the
fair value method (e)
|
(5,000
|
)
|
-
|
||||
Gain
on sale of assets
|
(2,500
|
)
|
-
|
||||
Loss
on asset impairments and divestitures
|
3,337
|
29,983
|
|||||
Changes
in assets and liabilities, net of effects of acquisitions and
divestitures:
|
|||||||
Accounts
and notes receivables
|
(22,101
|
)
|
(15,880
|
)
|
|||
Inventories
|
16,430
|
8,868
|
|||||
Income
taxes recoverable
|
(13,544
|
)
|
6,972
|
||||
Prepaid
expenses and other
|
(1,600
|
)
|
886
|
||||
Accounts
payable and accrued expenses
|
12,120
|
14,791
|
|||||
Other,
net
|
3,359
|
314
|
|||||
Net
cash provided by operating activities
|
60,397
|
74,390
|
|||||
Cash
flows from investing activities:
|
|||||||
Capital
expenditures
|
(13,849
|
)
|
(15,919
|
)
|
|||
Investment
in Harbinger ($10 million) and a drug delivery company ($6.5
million) in 2007 and real estate in 2008 and
2007
|
(2,059
|
)
|
(22,631
|
)
|
|||
Proceeds
from the sale of the aluminum extrusions business in Canada
(net
of cash included in sale and transaction
costs)
|
23,616
|
-
|
|||||
Proceeds
from the sale of assets and property disposals & reimbursements
from customers for purchases of equipment in
2007
|
3,682
|
4,093
|
|||||
Net
cash provided by (used in) investing activities
|
11,390
|
(34,457
|
)
|
||||
Cash
flows from financing activities:
|
|||||||
Dividends
paid
|
(4,090
|
)
|
(4,701
|
)
|
|||
Debt
principal payments
|
(75,657
|
)
|
(33,367
|
)
|
|||
Borrowings
|
22,000
|
15,000
|
|||||
Repurchases
of Tredegar common stock, including settlement of $3,368 in
2008
and
net
of settlement payable
of $2,307 in 2007
|
(19,192
|
)
|
(26,705
|
)
|
|||
Proceeds
from exercise of stock options
|
4,069
|
6,470
|
|||||
Net
cash used in financing activities
|
(73,470
|
)
|
(43,303
|
)
|
|||
Effect
of exchange rate changes on cash
|
90
|
1,418
|
|||||
Decrease
in cash and cash equivalents
|
(1,593
|
)
|
(1,952
|
)
|
|||
Cash
and cash equivalents at beginning of period
|
48,217
|
40,898
|
|||||
Cash
and cash equivalents at end of period
|
$
|
46,624
|
$
|
38,946
|
For the Twelve Months Ended September 30, 2008
|
||||||||||
Film
|
Aluminum
|
|||||||||
Products
|
Extrusions
|
Total
|
||||||||
Operating
profit from continuing ongoing operations
|
$
|
47.6
|
$
|
10.4
|
$
|
58.0
|
||||
Allocation
of corporate overhead
|
(6.7
|
)
|
(1.5
|
)
|
(8.2
|
)
|
||||
Add
back depreciation and amortization from continuing
operations
|
35.4
|
8.2
|
43.6
|
|||||||
Adjusted
EBITDA from continuing operations (f)
|
$
|
76.3
|
$
|
17.1
|
$
|
93.4
|
||||
Selected
balance sheet and other data as of September 30, 2008:
|
||||||||||
Net
debt (cash) (g)
|
$
|
(18.1
|
)
|
|||||||
Shares
outstanding
|
33.9
|
(a) |
There
were no plant shutdowns, asset impairments and restructurings in
the third
quarter of 2008. Plant shutdowns, asset impairments and restructurings
in
the first nine months of 2008
include:
|
Ÿ |
Pretax
charges of $2.7 million for severance and other employee-related
costs in
connection with restructurings in Film Products ($2.2 million) and
Aluminum Extrusions ($510,000);
|
Ÿ |
Pretax
charges of $2.5 million for asset impairments in Film Products;
and
|
Ÿ |
A
pretax charge of $105,000 related to expected future environmental
costs
at the aluminum extrusions facility in Newnan, Georgia (included
in "Cost
of goods sold" in the condensed consolidated statements of
income).
|
Ÿ |
A
pretax charge of $1.2 million related to the estimated loss on the
sub-lease of a portion of the AFBS (formerly Therics) facility in
Princeton, New Jersey;
|
Ÿ |
A
pretax charge of $493,000 for severance and other employee-related
costs
in Aluminum Extrusions; and
|
Ÿ |
A
pretax charge of $42,000 related to expected future environmental
costs at
the aluminum extrusions facility in Newnan, Georgia (included in
"Cost of
goods sold" in the condensed consolidated statements of
income).
|
Ÿ |
A
pretax charge of $1.6 million related to the estimated loss on the
sub-lease of a portion of the AFBS (formerly Therics) facility in
Princeton, New Jersey;
|
Ÿ |
A
pretax charge of $592,000 for severance and other employee-related
costs
in Aluminum Extrusions;
|
Ÿ |
Pretax
charges of $338,000 for asset impairments in Film
Products;
|
Ÿ |
A
pretax charge of $55,000 for costs related to the shutdown of the
films
manufacturing facility in LaGrange, Georgia;
and
|
Ÿ |
A
pretax charge of $42,000 related to expected future environmental
costs at
the aluminum extrusions facility in Newnan, Georgia (included in
"Cost of
goods sold" in the condensed consolidated statements of
income).
|
(b) |
On
February 12, 2008, Tredegar sold its aluminum extrusions business
in
Canada for a purchase price of $25.5 million to an affiliate of H.I.G.
Capital. The purchase price is subject to adjustment based upon the
actual
working capital of the business at the time of sale. The final purchase
price is estimated at $24.6 million, with the decline from the amount
estimated at February 12, 2008, due to the excess of estimated working
capital over actual working capital. Tredegar expects to realize
cash
income tax benefits in 2008 from the sale of approximately $12 million.
All historical results for this business have been reflected as
discontinued operations in the accompanying financial tables. The
components of income (loss) from discontinued operations are presented
below:
|
Third
Quarter Ended
|
Nine
Months Ended
|
||||||||||||
September
30
|
September
30
|
||||||||||||
(In
thousands)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Income
(loss) from operations before income taxes
|
$
|
-
|
$
|
(2,766
|
)
|
$
|
(391
|
)
|
$
|
(5,990
|
)
|
||
Income
tax cost (benefit) on operations
|
-
|
(981
|
)
|
(98
|
)
|
(2,091
|
)
|
||||||
|
- |
(1,785
|
)
|
(293
|
)
|
(3,899
|
)
|
||||||
Loss
associated with asset impairments and disposal activities
|
-
|
(27,612
|
)
|
(1,337
|
)
|
(27,612
|
)
|
||||||
Income
tax cost (benefit) on asset impairments and costs associated with
disposal
activities
|
-
|
(4,826
|
)
|
(700
|
)
|
(5,509
|
)
|
||||||
|
- |
(22,786
|
)
|
(637
|
)
|
(22,103
|
)
|
||||||
Income
(loss) from discontinued operations
|
$
|
-
|
$
|
(24,571
|
)
|
$
|
(930
|
)
|
$
|
(26,002
|
)
|
(c) |
Comprehensive
income (loss), defined as net income and other comprehensive income
(loss), was income of $1.3 million for the third quarter of 2008
and a
loss of $12.2 million for the third quarter of 2007. Comprehensive
income
(loss) was income of $13.1 million for the first nine months of 2008
and
income of $17 million for the first nine months of 2007. Other
comprehensive income (loss) includes changes in unrealized gains
and
losses on available-for-sale securities, foreign currency translation
adjustments, unrealized gains and losses on derivative financial
instruments and amortization of prior service cost and net gains
or losses
from pension and other postretirement benefit plans recorded net
of
deferred taxes directly in shareholders'
equity.
|
(d) |
The
gain on the sale of the investments in Theken Spine and Therics,
LLC of
$1.5 million is included in "Other income (expense), net" in the
condensed
consolidated statements of income. AFBS (formerly Therics, Inc.)
received
these investments in 2005, when substantially all of the assets of
AFBS,
Inc., a wholly-owned subsidiary of Tredegar, were sold or assigned
to a
newly-created limited liability company, Therics, LLC, controlled
and
managed by an individual not affiliated with
Tredegar.
|
(e) |
Gain
on the sale of corporate assets in 2008 includes a realized gain
related
to the sale of equity securities ($509,000) and a realized gain on
the
sale of corporate real estate ($492,000). These gains are included
in
"Other income (expense), net" in the condensed consolidated statements
of
income. The unrealized gain from the write-up of an investment accounted
for under the fair value method of $5 million in 2008 is included
in
"Other income (expense), net" in the condensed consolidated statements
of
income. The write-up was based on the valuation of Tredegar's investment
implied from the term sheet of a new round of equity financing for
the
investee. The loss from the write-down of an investment of $2.1 million
in
2007 is included in "Other income (expense), net" in the condensed
consolidated statements of income.
|
(f) |
Adjusted
EBITDA for the twelve months ended September 30, 2008, represents
income
from continuing operations before interest, taxes, depreciation,
amortization, unusual items and losses associated with plant shutdowns,
asset impairments and restructurings, gains from the sale of assets,
investment write-down, charges related to stock option awards accounted
for under the fair value-based method and other items. Adjusted EBITDA
is
not intended to represent cash flow from operations as defined by
GAAP and
should not be considered as either an alternative to net income (as
an
indicator of operating performance) or to cash flow (as a measure
of
liquidity). Tredegar uses Adjusted EBITDA as a measure of unlevered
(debt-free) operating cash flow. We also use it when comparing relative
enterprise values of manufacturing companies and when measuring debt
capacity. When comparing the valuations of a peer group of manufacturing
companies, we express enterprise value as a multiple of Adjusted
EBITDA.
We believe Adjusted EBITDA is preferable to operating profit and
other
GAAP measures when applying a comparable multiple approach to enterprise
valuation because it excludes the items noted above, measures of
which may
vary among peer companies.
|
(g) |
Net
debt is calculated as follows (in millions):
|
Debt
|
$
|
28.5
|
||
Less:
Cash and cash equivalents
|
(46.6
|
)
|
||
Net
debt (cash)
|
$
|
(18.1
|
)
|