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)
|
(Former
Name or Former Address, if Changed Since Last Report)
|
(d)
|
Exhibits.
|
99
|
Press
Release, dated February 12, 2009 (furnished pursuant to Item
2.02).
|
TREDEGAR
CORPORATION
|
|||
Date: February
13, 2009
|
By:
|
/s/ D. Andrew
Edwards
|
|
D.
Andrew Edwards
|
|||
Vice
President, Chief Financial Officer
|
|||
and
Treasurer
|
EXHIBIT INDEX
|
||
EXHIBIT
|
DESCRIPTION
|
|
99
|
Press
Release, dated February 12, 2009 (furnished pursuant to Item 2.02).
|
Contact:
|
|
Corporate
Communications
|
D.
Andrew Edwards
|
1100
Boulders Parkway
|
Phone:
804/330-1041
|
Richmond,
Virginia 23225
|
Fax:
804/330-1777
|
E-mail:
daedward@tredegar.com
|
|
Web
Site: www.tredegar.com
|
(In
Millions, Except Per-Share Data)
|
Three
Months Ended
|
Year
Ended
|
||||||||||||||
December 31
|
December 31
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Sales
|
$ | 192.7 | $ | 208.5 | $ | 883.9 | $ | 922.6 | ||||||||
Income
from continuing operations as reported under generally accepted accounting
principles (GAAP)
|
$ | 5.9 | $ | 7.0 | $ | 29.6 | $ | 34.9 | ||||||||
After-tax
effects of:
|
||||||||||||||||
Loss
associated with plant shutdowns, asset impairments and
restructurings
|
5.1 | 1.0 | 8.9 | 4.1 | ||||||||||||
(Gains)
losses from sale of assets and other items
|
(.8 | ) | (1.7 | ) | (6.6 | ) | (.6 | ) | ||||||||
Income
from continuing manufacturing operations*
|
$ | 10.2 | $ | 6.3 | $ | 31.9 | $ | 38.4 | ||||||||
Diluted
earnings per share from continuing operations as reported under
GAAP
|
$ | .17 | $ | .19 | $ | .87 | $ | .90 | ||||||||
After-tax
effects per diluted share of:
|
||||||||||||||||
Loss
associated with plant shutdowns, asset impairments and
restructurings
|
.15 | .03 | .26 | .11 | ||||||||||||
(Gains)
losses from sale of assets and other items
|
(.02 | ) | (.05 | ) | (.20 | ) | (.02 | ) | ||||||||
Diluted
earnings per share from continuing manufacturing
operations*
|
$ | .30 | $ | .17 | $ | .93 | $ | .99 |
Fourth Quarter Ended
|
Year Ended
|
|||||||||||||||
December 31
|
December 31
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Sales
|
$ | 192,702 | $ | 208,462 | $ | 883,899 | $ | 922,583 | ||||||||
Other
income (expense), net (a) (e)
|
1,412 | 3,315 | 10,341 | 1,782 | ||||||||||||
194,114 | 211,777 | 894,240 | 924,365 | |||||||||||||
Cost
of goods sold (a)
|
153,795 | 171,396 | 739,721 | 761,509 | ||||||||||||
Freight
|
4,434 | 4,352 | 20,782 | 19,808 | ||||||||||||
Selling,
R&D and general expenses
|
16,967 | 21,135 | 69,704 | 76,855 | ||||||||||||
Amortization
of intangibles
|
30 | 37 | 123 | 149 | ||||||||||||
Interest
expense
|
472 | 712 | 2,393 | 2,721 | ||||||||||||
Asset
impairments and costs associated with exit and disposal activities
(a)
|
7,231 | 1,456 | 12,390 | 4,027 | ||||||||||||
182,929 | 199,088 | 845,113 | 865,069 | |||||||||||||
Income
from continuing operations before income taxes
|
11,185 | 12,689 | 49,127 | 59,296 | ||||||||||||
Income
taxes (e)
|
5,272 | 5,653 | 19,486 | 24,366 | ||||||||||||
Income
from continuing operations
|
5,913 | 7,036 | 29,641 | 34,930 | ||||||||||||
Income
(loss) from discontinued operations (b)
|
225 | 6,321 | (705 | ) | (19,681 | ) | ||||||||||
Net
income (loss) (a) (c)
|
$ | 6,138 | $ | 13,357 | $ | 28,936 | $ | 15,249 | ||||||||
Earnings
(loss) per share:
|
||||||||||||||||
Basic:
|
||||||||||||||||
Continuing
operations
|
$ | .17 | $ | .19 | $ | .87 | $ | .91 | ||||||||
Discontinued
operations
|
.01 | .17 | (.02 | ) | (.51 | ) | ||||||||||
Net
income (loss)
|
$ | .18 | $ | .36 | $ | .85 | $ | .40 | ||||||||
Diluted:
|
||||||||||||||||
Continuing
operations
|
$ | .17 | $ | .19 | $ | .87 | $ | .90 | ||||||||
Discontinued
operations
|
.01 | .17 | (.02 | ) | (.51 | ) | ||||||||||
Net
income (loss)
|
$ | .18 | $ | .36 | $ | .85 | $ | .39 | ||||||||
Shares
used to compute earnings (loss) per share:
|
||||||||||||||||
Basic
|
33,782 | 36,494 | 33,977 | 38,532 | ||||||||||||
Diluted
|
33,990 | 36,587 | 34,194 | 38,688 |
Fourth Quarter Ended
|
Year Ended
|
|||||||||||||||
December 31
|
December 31
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Net
Sales
|
||||||||||||||||
Film
Products
|
$ | 123,809 | $ | 130,587 | $ | 522,839 | $ | 530,972 | ||||||||
Aluminum
Extrusions
|
64,459 | 73,523 | 340,278 | 371,803 | ||||||||||||
Total
net sales
|
188,268 | 204,110 | 863,117 | 902,775 | ||||||||||||
Add
back freight
|
4,434 | 4,352 | 20,782 | 19,808 | ||||||||||||
Sales
as shown in the Consolidated
|
||||||||||||||||
Statements
of Income
|
$ | 192,702 | $ | 208,462 | $ | 883,899 | $ | 922,583 | ||||||||
Operating
Profit
|
||||||||||||||||
Film
Products:
|
||||||||||||||||
Ongoing
operations
|
19,195 | 12,915 | 53,914 | 59,423 | ||||||||||||
Plant
shutdowns, asset impairments,
|
||||||||||||||||
restructurings
and gain on sale of assets (a)
|
(6,648 | ) | (256 | ) | (11,297 | ) | (649 | ) | ||||||||
Aluminum
Extrusions (b):
|
||||||||||||||||
Ongoing
operations
|
2,323 | 2,641 | 10,132 | 16,516 | ||||||||||||
Plant
shutdowns, asset impairments and
|
||||||||||||||||
restructurings
(a)
|
(72 | ) | - | (687 | ) | (634 | ) | |||||||||
AFBS:
|
||||||||||||||||
Gain
on sale of investments in Theken Spine and
|
||||||||||||||||
Therics,
LLC (d)
|
- | - | 1,499 | - | ||||||||||||
Plant
shutdowns, asset impairments and
|
||||||||||||||||
restructurings
(a)
|
- | (1,200 | ) | - | (2,786 | ) | ||||||||||
Total
|
14,798 | 14,100 | 53,561 | 71,870 | ||||||||||||
Interest
income
|
351 | 252 | 1,006 | 1,212 | ||||||||||||
Interest
expense
|
472 | 712 | 2,393 | 2,721 | ||||||||||||
Gain
on the sale of corporate assets (e)
|
- | 2,699 | 1,001 | 2,699 | ||||||||||||
Gain
from write-up of an investment accounted for under
|
||||||||||||||||
the
fair value method (e)
|
600 | - | 5,600 | - | ||||||||||||
Loss
from write-down of an investment (e)
|
- | - | - | 2,095 | ||||||||||||
Stock
option-based compensation costs
|
266 | 277 | 782 | 978 | ||||||||||||
Corporate
expenses, net
|
3,826 | 3,373 | 8,866 | 10,691 | ||||||||||||
Income
before income taxes
|
11,185 | 12,689 | 49,127 | 59,296 | ||||||||||||
Income
taxes (e)
|
5,272 | 5,653 | 19,486 | 24,366 | ||||||||||||
Income
from continuing operations
|
5,913 | 7,036 | 29,641 | 34,930 | ||||||||||||
Income
(loss) from discontinued operations (b)
|
225 | 6,321 | (705 | ) | (19,681 | ) | ||||||||||
Net
income (loss) (a) (c)
|
$ | 6,138 | $ | 13,357 | $ | 28,936 | $ | 15,249 |
As of December 31
|
||||||||
2008
|
2007
|
|||||||
Assets
|
||||||||
Cash
& cash equivalents
|
$ | 45,975 | $ | 48,217 | ||||
Accounts
& notes receivable, net
|
91,400 | 97,064 | ||||||
Income
taxes recoverable
|
12,549 | 323 | ||||||
Inventories
|
36,809 | 48,666 | ||||||
Deferred
income taxes
|
7,654 | 9,172 | ||||||
Prepaid
expenses & other
|
5,374 | 4,077 | ||||||
Current
assets of discontinued operation (b)
|
- | 37,750 | ||||||
Total
current assets
|
199,761 | 245,269 | ||||||
Property,
plant & equipment, net
|
236,870 | 269,083 | ||||||
Other
assets (f)
|
38,926 | 116,759 | ||||||
Goodwill
& other intangibles
|
135,075 | 135,907 | ||||||
Noncurrent
assets of discontinued operation (b)
|
- | 17,460 | ||||||
Total
assets
|
$ | 610,632 | $ | 784,478 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Accounts
payable
|
$ | 54,990 | $ | 67,161 | ||||
Accrued
expenses
|
38,349 | 33,676 | ||||||
Current
portion of long-term debt
|
529 | 540 | ||||||
Current
liabilities of discontinued operation (b)
|
- | 17,152 | ||||||
Total
current liabilities
|
93,868 | 118,529 | ||||||
Long-term
debt
|
22,173 | 81,516 | ||||||
Deferred
income taxes
|
45,152 | 68,625 | ||||||
Other
noncurrent liabilities (f)
|
29,023 | 15,662 | ||||||
Noncurrent
liabilities of discontinued operation (b)
|
- | 8,818 | ||||||
Shareholders'
equity (f)
|
420,416 | 491,328 | ||||||
Total
liabilities and shareholders' equity
|
$ | 610,632 | $ | 784,478 |
Year Ended
|
||||||||
December 31
|
||||||||
2008
|
2007
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ | 28,936 | $ | 15,249 | ||||
Adjustments
for noncash items:
|
||||||||
Depreciation
|
43,068 | 45,892 | ||||||
Amortization
of intangibles
|
123 | 149 | ||||||
Deferred
income taxes
|
22,183 | (24,241 | ) | |||||
Accrued
pension income and postretirement benefits
|
(4,426 | ) | (1,735 | ) | ||||
Gain
on the write-up of an investment accounted for under
|
||||||||
the
fair value method (e)
|
(5,600 | ) | - | |||||
Loss
from write-down of investment
|
- | 2,095 | ||||||
Gain
on sale of assets
|
(3,083 | ) | (2,699 | ) | ||||
Loss
on asset impairments and divestitures
|
10,136 | 32,287 | ||||||
Changes
in assets and liabilities, net of effects of acquisitions
|
||||||||
and
divestitures:
|
||||||||
Accounts
and notes receivables
|
(678 | ) | 15,786 | |||||
Inventories
|
13,374 | 4,099 | ||||||
Income
taxes recoverable
|
(12,092 | ) | 10,478 | |||||
Prepaid
expenses and other
|
(1,873 | ) | 764 | |||||
Accounts
payable and accrued expenses
|
(18,900 | ) | (2,932 | ) | ||||
Other,
net
|
4,238 | 362 | ||||||
Net
cash provided by operating activities
|
75,406 | 95,554 | ||||||
Cash
flows from investing activities:
|
||||||||
Capital
expenditures (net of related accounts payable of $1.7 million in
2008)
|
(19,235 | ) | (20,643 | ) | ||||
Investment
in a drug delivery company ($1 million in 2008
|
||||||||
and
$6.5 million in 2007), real estate in 2008 and 2007 and
|
||||||||
Harbinger
($10 million in 2007)
|
(5,391 | ) | (23,513 | ) | ||||
Proceeds
from the sale of the aluminum extrusions business in
Canada
|
||||||||
(net
of cash included in sale and transaction costs)
|
23,407 | - | ||||||
Proceeds
from the sale of assets and property disposals &
|
||||||||
reimbursements
from customers for purchases of equipment in 2007
|
4,691 | 7,871 | ||||||
Net
cash provided by (used in) investing activities
|
3,472 | (36,285 | ) | |||||
Cash
flows from financing activities:
|
||||||||
Dividends
paid
|
(5,447 | ) | (6,126 | ) | ||||
Debt
principal payments
|
(84,489 | ) | (39,964 | ) | ||||
Borrowings
|
25,000 | 59,500 | ||||||
Repurchases
of Tredegar common stock, including settlement of $3,368
|
||||||||
in
2008 and net of settlement payable of $3,368 in 2007
|
(19,792 | ) | (73,959 | ) | ||||
Proceeds
from exercise of stock options
|
4,069 | 6,471 | ||||||
Net
cash used in financing activities
|
(80,659 | ) | (54,078 | ) | ||||
Effect
of exchange rate changes on cash
|
(461 | ) | 2,128 | |||||
(Decrease)
Increase in cash and cash equivalents
|
(2,242 | ) | 7,319 | |||||
Cash
and cash equivalents at beginning of period
|
48,217 | 40,898 | ||||||
Cash
and cash equivalents at end of period
|
$ | 45,975 | $ | 48,217 |
For the Twelve Months Ended December 31, 2008
|
||||||||||||
Film
|
Aluminum
|
|||||||||||
Products
|
Extrusions
|
Total
|
||||||||||
Operating
profit from continuing ongoing operations
|
$ | 53.9 | $ | 10.1 | $ | 64.0 | ||||||
Allocation
of corporate overhead
|
(7.2 | ) | (1.5 | ) | (8.7 | ) | ||||||
Add
back depreciation and amortization from
|
||||||||||||
continuing
operations
|
34.7 | 8.0 | 42.7 | |||||||||
Adjusted
EBITDA from continuing operations (g)
|
$ | 81.4 | $ | 16.6 | $ | 98.0 | ||||||
Selected
balance sheet and other data as of December 31, 2008:
|
||||||||||||
Net
debt (cash) (h)
|
$ | (23.3 | ) | |||||||||
Shares
outstanding
|
33.9 |
(a)
|
Plant
shutdowns, asset impairments and restructurings in the fourth quarter of
2008 include:
|
Ÿ
|
Pretax
charges of $7.2 million for asset impairments in Film
Products;
|
Ÿ
|
A
pretax gain of $583,000 related to the sale of land rights and related
improvements at Film Products facility in Shanghai, China (included in
"Other income (expense), net" in the condensed consolidated statements of
income); and
|
Ÿ
|
A
pretax charge of $72,000 related to expected future environmental costs at
Aluminum Extrusions facility in Newnan, Georgia (included in "Cost of
goods sold" in the condensed consolidated statement of
income).
|
Ÿ
|
Pretax
charges of $9.7 million for asset impairments in Film
Products;
|
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
|
A
pretax gain of $583,000 related to the sale of land rights and related
improvements at Film Products facility in Shanghai, China (included in
"Other income (expense), net" in the condensed consolidated statements of
income); and
|
Ÿ
|
A
pretax charge of $177,000 related to expected future environmental costs
at 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; and
|
Ÿ
|
A
pretax charge of $256,000 for asset impairments in Film
Products.
|
Ÿ
|
A
pretax charge of $2.8 million related to the estimated loss on the
sub-lease of a portion of the AFBS (formerly Therics) facility in
Princeton, New Jersey;
|
Ÿ
|
Pretax
charges of $594,000 for asset impairments in Film
Products;
|
Ÿ
|
A
pretax charge of $592,000 for severance and other employee-related costs
in Aluminum Extrusions;
|
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 approximately $25 million to an affiliate of H.I.G. Capital.
Tredegar realized 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:
|
Fourth Quarter Ended
|
Year Ended
|
|||||||||||||||
December 31
|
December 31
|
|||||||||||||||
(In
thousands)
|
2008
|
2007
|
2008
|
2007
|
||||||||||||
Income
(loss) from operations before income taxes
|
$ | - | $ | (376 | ) | $ | (391 | ) | $ | (6,366 | ) | |||||
Income
tax cost (benefit) on operations
|
- | (108 | ) | (98 | ) | (2,199 | ) | |||||||||
- | (268 | ) | (293 | ) | (4,167 | ) | ||||||||||
Loss
associated with asset impairments and disposal
|
||||||||||||||||
activities
|
- | (4,144 | ) | (1,337 | ) | (31,755 | ) | |||||||||
Income
tax cost (benefit) on asset impairments and
|
||||||||||||||||
costs
associated with disposal activities
|
(225 | ) | (10,733 | ) | (925 | ) | (16,241 | ) | ||||||||
225 | 6,589 | (412 | ) | (15,514 | ) | |||||||||||
Income
(loss) from discontinued operations
|
$ | 225 | $ | 6,321 | $ | (705 | ) | $ | (19,681 | ) |
(c)
|
Comprehensive
income (loss), defined as net income and other comprehensive income
(loss), was a loss of $67.9 million for the fourth quarter of 2008 and
income of $33.0 million for the fourth quarter of
2007. Comprehensive income (loss) was a loss of $54.7 million
for 2008 and income of $49.9 million for 2007. Other
comprehensive income (loss) includes changes in foreign currency
translation adjustments, unrealized gains and losses on derivative
financial instruments and prior service cost and net gains or losses from
pension and other postretirement benefit plans arising during the period
and the related amortization of these prior service cost and net gains or
losses recorded net of deferred taxes directly in shareholders'
equity. The loss in comprehensive income for the fourth quarter
and full year of 2008 relates to the significant reduction since the end
of 2007 in the funded status of our pension plans (see Note
(f)).
|
(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 $5.6 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 a new round of equity
financing completed for the investee in the fourth quarter of
2008. 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)
|
In
accordance with SFAS No. 158, “Employers' Accounting for Defined Benefit
Pension and Other Postretirement Plans” (SFAS 158), we recognize in the
balance sheets the funded status of each of our defined benefit pension
and other postretirement plans. As of December 31, 2008, the funded status
of our defined benefit pension plan was a net liability of $17.1 million
in "Other noncurrent liabilities" compared with an asset of $86.3 million
in "Other assets" and a liability of $2.3 million in "Other noncurrent
liabilities" as of December 31, 2007. The impact of the change in the
funded status, net of deferred taxes, is recognized directly in
shareholders' equity and comprehensive income or loss. Adjustments made as
a result of this change in the funded status of our plans will not impact
our debt covenant computations since our credit agreement allows us to
elect to use generally accepted accounting principles in effect when the
agreement was signed, which was prior to our adoption of SFAS
158.
|
(g)
|
Adjusted
EBITDA for the twelve months ended December 31, 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-downs or write-ups, 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.
|
(h)
|
Net
debt is calculated as follows (in
millions):
|
Debt
|
$ | 22.7 | ||
Less: Cash
and cash equivalents
|
(46.0 | ) | ||
Net
debt (cash)
|
$ | (23.3 | ) |