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)
|
Item 2.02
|
Results of Operations and
Financial Condition.
|
Item
9.01
|
Financial Statements and
Exhibits.
|
TREDEGAR
CORPORATION
|
||
Date: August
4, 2009
|
By:
|
/s/ D. Andrew Edwards
|
D.
Andrew Edwards
|
||
Vice
President, Chief Financial Officer
|
||
and
Treasurer
|
EXHIBIT
|
DESCRIPTION
|
|
99
|
Press
Release, dated August 3, 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
|
(In
Millions, Except Per-Share Data)
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
June 30
|
June 30
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Sales
|
$ | 158.1 | $ | 234.0 | $ | 311.2 | $ | 462.5 | ||||||||
Income
(loss) from continuing operations as reported under generally accepted
accounting principles (GAAP)
|
$ | 6.5 | $ | 8.9 | $ | (22.3 | ) | $ | 12.7 | |||||||
After-tax
effects of:
|
||||||||||||||||
Goodwill
impairment relating to aluminum extrusions business
|
- | - | 30.6 | - | ||||||||||||
(Gains)
losses associated with plant shutdowns, asset impairments and
restructurings
|
(.2 | ) | 1.0 | .9 | 3.7 | |||||||||||
(Gains)
losses from sale of assets and other items
|
2.2 | (.3 | ) | 3.9 | (0.8 | ) | ||||||||||
Income
from continuing manufacturing operations*
|
$ | 8.5 | $ | 9.6 | $ | 13.1 | $ | 15.6 | ||||||||
Diluted
earnings (loss) per share from continuing operations as reported under
GAAP
|
$ | .19 | $ | .26 | $ | (.66 | ) | $ | .37 | |||||||
After-tax
effects per diluted share of:
|
||||||||||||||||
Goodwill
impairment relating to aluminum extrusions business
|
- | - | .90 | - | ||||||||||||
(Gains)
losses associated with plant shutdowns, asset impairments and
restructurings
|
(.01 | ) | .03 | .02 | .11 | |||||||||||
(Gains)
losses from sale of assets and other items
|
.07 | (.01 | ) | .13 | (.03 | ) | ||||||||||
Diluted
earnings per share from continuing manufacturing
operations*
|
$ | .25 | $ | .28 | $ | .39 | $ | .45 |
Second
Quarter Ended
|
Six
Months Ended
|
|||||||||||||||
June 30
|
June 30
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Sales
|
$ | 158,115 | $ | 234,008 | $ | 311,181 | $ | 462,488 | ||||||||
Other
income (expense), net (a) (d) (e)
|
488 | 663 | 1,357 | 1,220 | ||||||||||||
158,603 | 234,671 | 312,538 | 463,708 | |||||||||||||
Cost
of goods sold (a)
|
125,615 | 196,249 | 250,873 | 390,488 | ||||||||||||
Freight
|
3,870 | 5,797 | 7,099 | 10,898 | ||||||||||||
Selling,
R&D and general expenses
|
17,266 | 17,139 | 34,550 | 36,108 | ||||||||||||
Amortization
of intangibles
|
30 | 31 | 60 | 63 | ||||||||||||
Interest
expense
|
184 | 557 | 388 | 1,438 | ||||||||||||
Asset
impairments and costs associated with exit and disposal activities
(a)
|
(149 | ) | 1,219 | 1,482 | 5,159 | |||||||||||
Goodwill
impairment charge (b)
|
- | - | 30,559 | - | ||||||||||||
146,816 | 220,992 | 325,011 | 444,154 | |||||||||||||
Income
(loss) from continuing operations before income
taxes
|
11,787 | 13,679 | (12,473 | ) | 19,554 | |||||||||||
Income
taxes (e)
|
5,300 | 4,814 | 9,857 | 6,904 | ||||||||||||
Income
(loss) from continuing operations
|
6,487 | 8,865 | (22,330 | ) | 12,650 | |||||||||||
Loss
from discontinued operations (f)
|
- | (207 | ) | - | (930 | ) | ||||||||||
Net
income (loss) (c)
|
$ | 6,487 | $ | 8,658 | $ | (22,330 | ) | $ | 11,720 | |||||||
Earnings
(loss) per share:
|
||||||||||||||||
Basic:
|
||||||||||||||||
Continuing
operations
|
$ | .19 | $ | .26 | $ | (.66 | ) | $ | .37 | |||||||
Discontinued
operations
|
- | (.01 | ) | - | (.03 | ) | ||||||||||
Net
income (loss)
|
$ | .19 | $ | .25 | $ | (.66 | ) | $ | .34 | |||||||
Diluted:
|
||||||||||||||||
Continuing
operations
|
$ | .19 | $ | .26 | $ | (.66 | ) | $ | .37 | |||||||
Discontinued
operations
|
- | (.01 | ) | - | (.03 | ) | ||||||||||
Net
income (loss)
|
$ | .19 | $ | .25 | $ | (.66 | ) | $ | .34 | |||||||
Shares
used to compute earnings (loss) per share:
|
||||||||||||||||
Basic
|
33,876 | 33,997 | 33,871 | 34,231 | ||||||||||||
Diluted
|
33,971 | 34,211 | 33,871 | 34,445 |
Second
Quarter Ended
|
Six
Months Ended
|
|||||||||||||||
June 30
|
June 30
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
Sales
|
||||||||||||||||
Film
Products
|
$ | 107,804 | $ | 135,529 | $ | 212,587 | $ | 267,843 | ||||||||
Aluminum
Extrusions
|
46,441 | 92,682 | 91,495 | 183,747 | ||||||||||||
Total
net sales
|
154,245 | 228,211 | 304,082 | 451,590 | ||||||||||||
Add
back freight
|
3,870 | 5,797 | 7,099 | 10,898 | ||||||||||||
Sales
as shown in the Consolidated Statements of
Income
|
$ | 158,115 | $ | 234,008 | $ | 311,181 | $ | 462,488 | ||||||||
Operating
Profit
|
||||||||||||||||
Film
Products:
|
||||||||||||||||
Ongoing
operations
|
$ | 14,214 | $ | 13,479 | $ | 27,228 | $ | 24,265 | ||||||||
Plant
shutdowns, asset impairments, restructurings and other (a)
|
149 | (944 | ) | (660 | ) | (4,649 | ) | |||||||||
Aluminum
Extrusions (f):
|
||||||||||||||||
Ongoing
operations
|
634 | 2,406 | (1,163 | ) | 3,948 | |||||||||||
Goodwill
impairment charge (b)
|
- | - | (30,559 | ) | - | |||||||||||
Plant
shutdowns, asset impairments, restructurings and other (a)
|
(328 | ) | (380 | ) | (1,306 | ) | (615 | ) | ||||||||
AFBS:
|
||||||||||||||||
Plant
shutdowns, asset impairments and restructurings (d)
|
- | - | 150 | - | ||||||||||||
Total
|
14,669 | 14,561 | (6,310 | ) | 22,949 | |||||||||||
Interest
income
|
175 | 188 | 434 | 446 | ||||||||||||
Interest
expense
|
184 | 557 | 388 | 1,438 | ||||||||||||
Gain
on the sale of corporate assets (e)
|
- | - | 404 | - | ||||||||||||
Stock
option-based compensation costs
|
541 | 278 | 803 | 338 | ||||||||||||
Corporate
expenses, net (a)
|
2,332 | 235 | 5,810 | 2,065 | ||||||||||||
Income
(loss) before income taxes
|
11,787 | 13,679 | (12,473 | ) | 19,554 | |||||||||||
Income
taxes (e)
|
5,300 | 4,814 | 9,857 | 6,904 | ||||||||||||
Income
(loss) from continuing operations
|
6,487 | 8,865 | (22,330 | ) | 12,650 | |||||||||||
Loss
from discontinued operations (f)
|
- | (207 | ) | - | (930 | ) | ||||||||||
Net
income (loss) (c)
|
$ | 6,487 | $ | 8,658 | $ | (22,330 | ) | $ | 11,720 |
June
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Assets
|
||||||||
Cash
& cash equivalents
|
$ | 58,658 | $ | 45,975 | ||||
Accounts
& notes receivable, net
|
81,933 | 91,400 | ||||||
Income
taxes recoverable
|
6,554 | 12,549 | ||||||
Inventories
|
29,159 | 36,809 | ||||||
Deferred
income taxes
|
5,198 | 7,654 | ||||||
Prepaid
expenses & other
|
3,114 | 5,374 | ||||||
Total
current assets
|
184,616 | 199,761 | ||||||
Property,
plant & equipment, net
|
232,723 | 236,870 | ||||||
Other
assets
|
40,723 | 38,926 | ||||||
Goodwill
& other intangibles (b)
|
104,428 | 135,075 | ||||||
Total
assets
|
$ | 562,490 | $ | 610,632 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Accounts
payable
|
$ | 48,061 | $ | 54,990 | ||||
Accrued
expenses
|
35,427 | 38,349 | ||||||
Current
portion of long-term debt
|
644 | 529 | ||||||
Total
current liabilities
|
84,132 | 93,868 | ||||||
Long-term
debt
|
960 | 22,173 | ||||||
Deferred
income taxes
|
48,520 | 45,152 | ||||||
Other
noncurrent liabilities
|
26,530 | 29,023 | ||||||
Shareholders'
equity
|
402,348 | 420,416 | ||||||
Total
liabilities and shareholders' equity
|
$ | 562,490 | $ | 610,632 |
Six
Months Ended
|
||||||||
June 30
|
||||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$ | (22,330 | ) | $ | 11,720 | |||
Adjustments
for noncash items:
|
||||||||
Depreciation
|
19,663 | 22,379 | ||||||
Amortization
of intangibles
|
60 | 63 | ||||||
Goodwill
impairment charge
|
30,559 | - | ||||||
Deferred
income taxes
|
2,160 | 7,123 | ||||||
Accrued
pension income and postretirement benefits
|
(1,267 | ) | (2,825 | ) | ||||
Loss
on asset impairments and divestitures
|
- | 3,337 | ||||||
Gain
on sale of assets
|
(1,004 | ) | - | |||||
Changes
in assets and liabilities, net of effects of acquisitions and
divestitures:
|
||||||||
Accounts
and notes receivables
|
9,732 | (25,162 | ) | |||||
Inventories
|
8,055 | 15,913 | ||||||
Income
taxes recoverable
|
5,995 | (9,803 | ) | |||||
Prepaid
expenses and other
|
2,221 | 828 | ||||||
Accounts
payable and accrued expenses
|
(522 | ) | 2,086 | |||||
Other,
net
|
(1,333 | ) | 2,180 | |||||
Net
cash provided by operating activities
|
51,989 | 27,839 | ||||||
Cash
flows from investing activities:
|
||||||||
Capital
expenditures (including settlement of related accounts payable of $1,709
in 2009)
|
(17,348 | ) | (10,461 | ) | ||||
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
|
1,118 | 248 | ||||||
Investments
|
- | (1,722 | ) | |||||
Net
cash provided by (used in) investing activities
|
(16,230 | ) | 11,681 | |||||
Cash
flows from financing activities:
|
||||||||
Dividends
paid
|
(2,717 | ) | (2,736 | ) | ||||
Debt
principal payments
|
(21,098 | ) | (47,209 | ) | ||||
Borrowings
|
- | 22,000 | ||||||
Repurchases
of Tredegar common stock
|
- | (12,904 | ) | |||||
Proceeds
from exercise of stock options and other
|
187 | - | ||||||
Net
cash used in financing activities
|
(23,628 | ) | (40,849 | ) | ||||
Effect
of exchange rate changes on cash
|
552 | 1,621 | ||||||
Increase
in cash and cash equivalents
|
12,683 | 292 | ||||||
Cash
and cash equivalents at beginning of period
|
45,975 | 48,217 | ||||||
Cash
and cash equivalents at end of period
|
$ | 58,658 | $ | 48,509 |
For the Twelve Months Ended June 30,
2009
|
||||||||||||
Film
|
Aluminum
|
|||||||||||
Products
|
Extrusions
|
Total
|
||||||||||
Operating
profit from continuing ongoing operations
|
$ | 56.9 | $ | 5.0 | $ | 61.9 | ||||||
Allocation
of corporate overhead
|
(11.0 | ) | (2.7 | ) | (13.7 | ) | ||||||
Add
back depreciation and amortization from continuing
operations
|
32.6 | 7.8 | 40.4 | |||||||||
Adjusted
EBITDA from continuing operations (g)
|
$ | 78.5 | $ | 10.1 | $ | 88.6 | ||||||
Selected
balance sheet and other data as of June 30, 2009:
|
||||||||||||
Net
debt (cash) (h)
|
$ | (57.1 | ) | |||||||||
Shares
outstanding
|
34.0 |
(a)
|
Plant
shutdowns,
asset impairments, restructurings and other in the second
quarter of 2009 include:
|
|
·
|
Pretax
losses of $779,000 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);
|
|
·
|
Pretax
gain of $276,000 (included in "Cost of goods sold" in the condensed
consolidated statements of income) related to the reduction of future
environmental costs expected to be incurred by Aluminum
Extrusions;
|
|
·
|
Pretax
gain of $175,000 on the sale of a previously shutdown aluminum extrusions
manufacturing facility in El Campo, Texas (included in "Other income
(expense), net" in the condensed consolidated statements of income);
and
|
|
·
|
Pretax
gain of $149,000 related to the reversal to income of certain inventory
impairment accruals in Film
Products.
|
|
·
|
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);
|
|
·
|
Pretax
losses of $1.4 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);
|
|
·
|
Pretax
gain of $276,000 (included in "Cost of goods sold" in the condensed
consolidated statements of income) related to the reduction of future
environmental costs expected to be incurred by Aluminum
Extrusions;
|
|
·
|
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;
|
|
·
|
Pretax
gain of $175,000 on the sale of a previously shutdown aluminum extrusions
manufacturing facility in El Campo, Texas (included in "Other income
(expense), net" in the condensed consolidated statements of income);
and
|
|
·
|
Pretax
gain of $149,000 related to the reversal to income of certain inventory
impairment accruals in Film
Products.
|
|
·
|
Pretax
charge of $854,000 for asset impairments in Film
Products;
|
|
·
|
Pretax
charges of $365,000 for severance and other employee-related costs in
connection with restructurings in Film Products ($90,000) and Aluminum
Extrusions ($275,000); and
|
|
·
|
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).
|
|
·
|
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);
|
|
·
|
Pretax
charges of $2.5 million for asset impairments in Film Products;
and
|
|
·
|
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).
|
(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 income of $15.4 million in the second quarter of 2009 and
income of $10.8 million for the second quarter 2008. Comprehensive income
(loss) was a loss of $16.4 million in the first six months of 2009 and
income of $11.8 million for the six months of 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 six months of 2009 includes a
realized gain on the sale of corporate real estate ($404,000) in the first
quarter of 2009. This gain is included in "Other income (expense), net" in
the condensed consolidated statement of
income.
|
|
Income
taxes for 2009 include the recognition of valuation allowances of $3.7
million ($1.9 million in the first quarter and $1.8 million in the second
quarter) related to expected limitations on the utilization of assumed
capital losses on certain
investments.
|
(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:
|
Second
Quarter Ended
|
Six
Months Ended
|
|||||||||||||||
June 30
|
June 30
|
|||||||||||||||
(In
thousands)
|
2009
|
2008
|
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
|
- | (207 | ) | - | (1,337 | ) | ||||||||||
Income
tax cost (benefit) on asset impairments and costs associated with disposal
activities
|
- | - | - | (700 | ) | |||||||||||
- | (207 | ) | - | (637 | ) | |||||||||||
Income
(loss) from discontinued operations
|
$ | - | $ | (207 | ) | $ | - | $ | (930 | ) |
(g)
|
Adjusted
EBITDA for the twelve months ended June 30, 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 (cash) is calculated as follows (in
millions):
|
Debt
|
$ | 1.6 | ||
Less:
Cash and cash equivalents
|
(58.7 | ) | ||
Net
debt (cash)
|
$ | (57.1 | ) |