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 May 6, 2009 (furnished pursuant to Item
2.02).
|
TREDEGAR
CORPORATION
|
||
Date: May
7, 2009
|
By:
|
/s/ D. Andrew Edwards
|
D.
Andrew Edwards
|
||
Vice
President, Chief Financial Officer and
Treasurer
|
EXHIBIT
|
DESCRIPTION
|
|
99
|
Press
Release, dated May 6, 2009 (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
|
||
FOR IMMEDIATE RELEASE
|
(In
Millions, Except Per-Share Data)
|
Three
Months Ended
|
|||||||
March 31
|
||||||||
2009
|
2008
|
|||||||
Sales
|
$ | 153.1 | $ | 228.5 | ||||
Income
(loss) from continuing operations as reported under generally accepted
accounting principles (GAAP)
|
$ | (28.8 | ) | $ | 3.8 | |||
After-tax
effects of:
|
||||||||
Goodwill
impairment relating to aluminum extrusions business
|
30.6 | - | ||||||
Loss
associated with plant shutdowns, asset impairments and
restructurings
|
1.1 | 2.7 | ||||||
(Gains)
losses from sale of assets and other items
|
1.7 | (.5 | ) | |||||
Income
from continuing manufacturing operations*
|
$ | 4.6 | $ | 6.0 | ||||
Diluted
earnings (loss) per share from continuing operations as reported under
GAAP
|
$ | (.85 | ) | $ | .11 | |||
After-tax
effects per diluted share of:
|
||||||||
Goodwill
impairment relating to aluminum extrusions business
|
.90 | - | ||||||
Loss
associated with plant shutdowns, asset impairments and
restructurings
|
.03 | .08 | ||||||
(Gains)
losses from sale of assets and other items
|
.06 | (.02 | ) | |||||
Diluted
earnings per share from continuing manufacturing
operations*
|
$ | .14 | $ | .17 |
Three Months Ended
|
||||||||
March 31
|
||||||||
2009
|
2008
|
|||||||
Sales
|
$ | 153,066 | $ | 228,480 | ||||
Other
income (expense), net (a) (d)
|
869 | 557 | ||||||
153,935 | 229,037 | |||||||
Cost
of goods sold (a)
|
125,258 | 194,239 | ||||||
Freight
|
3,229 | 5,101 | ||||||
Selling,
R&D and general expenses
|
17,284 | 18,969 | ||||||
Amortization
of intangibles
|
30 | 32 | ||||||
Interest
expense
|
204 | 881 | ||||||
Asset
impairments and costs associated with exit and disposal activities
(a)
|
1,631 | 3,940 | ||||||
Goodwill
impairment charge (b)
|
30,559 | - | ||||||
178,195 | 223,162 | |||||||
Income
(loss) from continuing operations before income taxes
|
(24,260 | ) | 5,875 | |||||
Income
taxes (e)
|
4,557 | 2,090 | ||||||
Income
(loss) from continuing operations
|
(28,817 | ) | 3,785 | |||||
Loss
from discontinued operations (f)
|
- | (723 | ) | |||||
Net
income (loss) (a) (c)
|
$ | (28,817 | ) | $ | 3,062 | |||
Earnings
(loss) per share:
|
||||||||
Basic:
|
||||||||
Continuing
operations
|
$ | (.85 | ) | $ | .11 | |||
Discontinued
operations
|
- | (.02 | ) | |||||
Net
income (loss)
|
$ | (.85 | ) | $ | .09 | |||
Diluted:
|
||||||||
Continuing
operations
|
$ | (.85 | ) | $ | .11 | |||
Discontinued
operations
|
- | (.02 | ) | |||||
Net
income (loss)
|
$ | (.85 | ) | $ | .09 | |||
Shares
used to compute earnings (loss) per share:
|
||||||||
Basic
|
33,866 | 34,467 | ||||||
Diluted
|
33,866 | 34,682 |
Three
Months Ended
|
||||||||
March 31
|
||||||||
2009
|
2008
|
|||||||
Net
Sales
|
||||||||
Film
Products
|
$ | 104,783 | $ | 132,314 | ||||
Aluminum
Extrusions
|
45,054 | 91,065 | ||||||
Total
net sales
|
149,837 | 223,379 | ||||||
Add
back freight
|
3,229 | 5,101 | ||||||
Sales
as shown in the Consolidated
|
||||||||
Statements
of Income
|
$ | 153,066 | $ | 228,480 | ||||
Operating
Profit (Loss)
|
||||||||
Film
Products:
|
||||||||
Ongoing
operations
|
$ | 13,014 | $ | 10,786 | ||||
Plant
shutdowns, asset impairments, restructurings and other (a)
|
(809 | ) | (3,705 | ) | ||||
Aluminum
Extrusions (f):
|
||||||||
Ongoing
operations
|
(1,797 | ) | 1,542 | |||||
Goodwill
impairment charge (b)
|
(30,559 | ) | - | |||||
Plant
shutdowns, asset impairments, restructurings and other (a)
|
(978 | ) | (235 | ) | ||||
AFBS:
|
||||||||
Gain
on sale investments in Theken Spine and Therics, LLC (d)
|
150 | - | ||||||
Total
|
(20,979 | ) | 8,388 | |||||
Interest
income
|
259 | 258 | ||||||
Interest
expense
|
204 | 881 | ||||||
Gain
on the sale of corporate assets (e)
|
404 | - | ||||||
Stock
option-based compensation costs
|
262 | 60 | ||||||
Corporate
expenses, net (a)
|
3,478 | 1,830 | ||||||
Income
(loss) before income taxes
|
(24,260 | ) | 5,875 | |||||
Income
taxes (e)
|
4,557 | 2,090 | ||||||
Income
(loss) from continuing operations
|
(28,817 | ) | 3,785 | |||||
Loss
from discontinued operations (f)
|
- | (723 | ) | |||||
Net
income (loss) (a) (c)
|
$ | (28,817 | ) | $ | 3,062 |
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Assets
|
||||||||
Cash
& cash equivalents
|
$ | 53,281 | $ | 45,975 | ||||
Accounts
& notes receivable, net
|
79,914 | 91,400 | ||||||
Income
taxes recoverable
|
10,943 | 12,549 | ||||||
Inventories
|
27,170 | 36,809 | ||||||
Deferred
income taxes
|
5,681 | 7,654 | ||||||
Prepaid
expenses & other
|
3,236 | 5,374 | ||||||
Total
current assets
|
180,225 | 199,761 | ||||||
Property,
plant & equipment, net
|
231,788 | 236,870 | ||||||
Other
assets
|
38,277 | 38,926 | ||||||
Goodwill
& other intangibles
|
103,945 | 135,075 | ||||||
Total
assets
|
$ | 554,235 | $ | 610,632 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Accounts
payable
|
$ | 44,084 | $ | 54,990 | ||||
Accrued
expenses
|
40,696 | 38,349 | ||||||
Current
portion of long-term debt
|
604 | 529 | ||||||
Total
current liabilities
|
85,384 | 93,868 | ||||||
Long-term
debt
|
8,963 | 22,173 | ||||||
Deferred
income taxes
|
44,602 | 45,152 | ||||||
Other
noncurrent liabilities
|
27,675 | 29,023 | ||||||
Shareholders'
equity
|
387,611 | 420,416 | ||||||
Total
liabilities and shareholders' equity
|
$ | 554,235 | $ | 610,632 |
Three
Months Ended
|
||||||||
March 31
|
||||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$ | (28,817 | ) | $ | 3,062 | |||
Adjustments
for noncash items:
|
||||||||
Depreciation
|
9,830 | 11,336 | ||||||
Amortization
of intangibles
|
30 | 32 | ||||||
Goodwill
impairment charge
|
30,559 | - | ||||||
Deferred
income taxes
|
2,866 | 8,289 | ||||||
Accrued
pension income and postretirement benefits
|
(633 | ) | (1,413 | ) | ||||
Loss
on asset impairments and divestitures
|
- | 2,327 | ||||||
Gain
on sale of assets
|
(829 | ) | - | |||||
Changes
in assets and liabilities, net of effects of acquisitions and
divestitures:
|
||||||||
Accounts
and notes receivables
|
9,573 | (22,066 | ) | |||||
Inventories
|
9,105 | 10,013 | ||||||
Income
taxes recoverable
|
1,607 | (13,841 | ) | |||||
Prepaid
expenses and other
|
2,046 | 421 | ||||||
Accounts
payable and accrued expenses
|
(3,640 | ) | 5,357 | |||||
Other,
net
|
1,651 | 2,661 | ||||||
Net
cash provided by operating activities
|
33,348 | 6,178 | ||||||
Cash
flows from investing activities:
|
||||||||
Capital
expenditures (including settlement of related accounts payable of $1,709
in 2009)
|
(11,014 | ) | (4,052 | ) | ||||
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
|
918 | 248 | ||||||
Investments
in real estate
|
(509 | ) | - | |||||
Net
cash provided by (used in) investing activities
|
(10,605 | ) | 19,812 | |||||
Cash
flows from financing activities:
|
||||||||
Dividends
paid
|
(1,358 | ) | (1,378 | ) | ||||
Debt
principal payments
|
(13,135 | ) | (38,158 | ) | ||||
Borrowings
|
- | 13,000 | ||||||
Repurchases
of Tredegar common stock
|
- | (7,283 | ) | |||||
Proceeds
from exercise of stock options
|
112 | - | ||||||
Net
cash used in financing activities
|
(14,381 | ) | (33,819 | ) | ||||
Effect
of exchange rate changes on cash
|
(1,056 | ) | 1,055 | |||||
Increase
(decrease) in cash and cash equivalents
|
7,306 | (6,774 | ) | |||||
Cash
and cash equivalents at beginning of period
|
45,975 | 48,217 | ||||||
Cash
and cash equivalents at end of period
|
$ | 53,281 | $ | 41,443 |
For the Twelve Months Ended March 31,
2009
|
||||||||||||
Film
|
Aluminum
|
|||||||||||
Products
|
Extrusions
|
Total
|
||||||||||
Operating
profit from continuing ongoing operations
|
$ | 56.1 | $ | 6.8 | $ | 62.9 | ||||||
Allocation
of corporate overhead
|
(9.0 | ) | (1.7 | ) | (10.7 | ) | ||||||
Add
back depreciation and amortization from
|
||||||||||||
continuing
operations
|
33.7 | 7.9 | 41.6 | |||||||||
Adjusted
EBITDA from continuing operations (g)
|
$ | 80.8 | $ | 13.0 | $ | 93.8 | ||||||
Selected
balance sheet and other data as of March 31, 2009:
|
||||||||||||
Net
debt (cash) (h)
|
$ | (43.7 | ) | |||||||||
Shares
outstanding
|
33.9 |
(a)
|
Plant
shutdowns, asset impairments, restructurings and other in the first
quarter of 2009 include:
|
Ÿ
|
Pretax
charges of $1.6 million for severance and other employee-related costs in
connection with restructurings in Film Products ($1.1 million), Aluminum
Extrusions ($369,000) and corporate headquarters ($178,000, included in
"Corporate expenses, net" in the net sales and operating profit by segment
table);
|
Ÿ
|
Pretax
losses of $609,000 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);
and
|
Ÿ
|
Pretax
gain of $275,000 on the sale of equipment (included in "Other income
(expense) net in the condensed consolidated
statements of income) from a previously shutdown films manufacturing
facility in LaGrange, Georgia.
|
Ÿ
|
Pretax
charges of $2.3 million for severance and other employee-related costs in
connection with restructurings in Film Products ($2.1 million) and
Aluminum Extrusions ($235,000); and
|
Ÿ
|
Pretax
charges of $1.6 million for asset impairments in Film
Products.
|
(b)
|
Goodwill
impairment charge of $30.6 million ($30.6 million after taxes) was
recognized in Aluminum Extrusions in the first quarter of 2009 upon
completion of an impairment analysis performed as of March 31,
2009. This non-cash charge, as computed under U.S. generally
accepted accounting principles, resulted from the estimated adverse impact
on the business unit's fair value of possible future losses and the
uncertainty of the amount and timing of an economic
recovery.
|
(c)
|
Comprehensive
income (loss), defined as net income and other comprehensive income
(loss), was a loss of $31.8 million in the first quarter of 2009 and
income of $1.1 million for the first quarter 2008. 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.
|
(d)
|
Gain
on the sale of investments in Theken Spine and Therics, LLC includes a
post-closing contractual adjustment of $150,000 (included in "Other income
(expense), net" in the condensed consolidated statements of
income). Closing on sale of these investments occurred in
2008. 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 sale of corporate assets in the first quarter of 2009 includes a
realized gain on the sale of corporate real estate
($404,000). This gain is included in "Other income (expense),
net" in the condensed consolidated statement of
income.
|
(f)
|
On
February 12, 2008, Tredegar sold its aluminum extrusions business in
Canada for a purchase price of approximately
$25 million to an affiliate of H.I.G. Capital. The purchase
price was subject to adjustment based upon the actual working capital of
the business at the time of sale. 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:
|
Three
Months Ended
|
||||||||
(In
thousands)
|
March 31
|
|||||||
2009
|
2008
|
|||||||
Income
(loss) from operations before income taxes
|
$ | - | $ | (391 | ) | |||
Income
tax cost (benefit) on operations
|
- | (98 | ) | |||||
- | (293 | ) | ||||||
Loss
associated with asset impairments and disposal activities
|
- | (1,130 | ) | |||||
Income
tax cost (benefit) on asset impairments and costs associated disposal
activities
|
- | (700 | ) | |||||
- | (430 | ) | ||||||
Income
(loss) from discontinued operations
|
$ | - | $ | (723 | ) |
(g)
|
Adjusted
EBITDA for the twelve months ended March 31, 2009, 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 and 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
|
$ | 9.6 | ||
Less: Cash
and cash equivalents
|
(53.3 | ) | ||
Net
debt (cash)
|
$ | (43.7 | ) |