UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 3, 2009

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)

Registrant's telephone number, including area code:  (804) 330-1000

 
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 2.02 
Results of Operations and Financial Condition.

On August 3, 2009, Tredegar Corporation announced its results of operations for the second quarter of 2009.  Furnished as Exhibit 99 and incorporated herein by reference is the press release by Tredegar Corporation containing that announcement.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits.

(d)          Exhibits.

99           Press Release, dated August 3, 2009 (furnished pursuant to Item 2.02).

 
2

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
TREDEGAR CORPORATION
     
Date:  August 4, 2009
By:
/s/ D. Andrew Edwards
   
D. Andrew Edwards
   
Vice President, Chief Financial Officer
   
and Treasurer
 
 
3

 

EXHIBIT INDEX

EXHIBIT
 
DESCRIPTION
     
99
 
Press Release, dated August 3, 2009 (furnished pursuant to Item 2.02).
 
 
 

 
Unassociated Document
 
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
 
TREDEGAR REPORTS SECOND-QUARTER RESULTS

RICHMOND, Va., August 3, 2009 – Tredegar Corporation (NYSE:TG) reported second-quarter net income from continuing operations of $6.5 million (19 cents per share) compared to $8.9 million (26 cents per share) in the second quarter of 2008.  Earnings from continuing manufacturing operations in the second quarter were $8.5 million (25 cents per share) versus $9.6 million (28 cents per share) last year.  Second-quarter sales from continuing operations decreased to $158.1 million from $234.0 million in 2008.
 
A summary of results for continuing operations for the three and six months ended June 30, 2009 and 2008 is shown below:

(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  

* The after-tax effects of unusual items, plant shutdowns, asset impairments and restructurings, and gains or losses from sale of assets and other items have been presented separately and removed from net income and earnings per share from continuing operations as reported under GAAP to determine Tredegar’s presentation of income and earnings per share from continuing manufacturing operations.  Income and earnings per share from continuing manufacturing operations are key financial and analytical measures used by Tredegar to gauge the operating performance of its continuing manufacturing businesses.  They are not intended to represent the stand-alone results for Tredegar’s continuing manufacturing businesses under GAAP and should not be considered as an alternative to net income or earnings per share as defined by GAAP.  They exclude items that we believe do not relate to Tredegar’s ongoing manufacturing operations.

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TREDEGAR EARNINGS, page 2

John D. Gottwald, Tredegar’s president and chief executive officer, said: “Our focus on cash generation and active cost reduction continues.  In our films business, ongoing operating profit improved in the second quarter of 2009 compared with results in 2008, which were adversely affected by the lag in the pass-through of higher average resin costs.  Excluding the effects of resin lag, volume declines and the unfavorable effect of currency changes were partially offset by the benefits of cost reduction efforts and productivity gains.”
 
“Our aluminum business experienced a 32% decline in volume in the second quarter of 2009 compared with the second quarter of 2008, with demand down in all markets.  Second-quarter volume improved slightly when compared with the first quarter of 2009 due to a seasonal uptick in construction activity.  Future performance will be challenging.  We do not yet see any sign of a meaningful change in the extrusion market’s outlook.”
 
Mr. Gottwald further stated:  “We continue to strengthen our financial condition with cash in excess of debt improving to $57.1 million at June 30, 2009 from $23.3 million at December 31, 2008.”

MANUFACTURING OPERATIONS
 
Film Products
 
Second-quarter net sales (sales less freight) in Film Products were $107.8 million, down 20.5% from $135.5 million in the second quarter of 2008, while operating profit from ongoing operations increased to $14.2 million in the second quarter of 2009 from $13.5 million in 2008.  Volume was 49.6 million pounds in the second quarter of 2009, down 12.7% from 56.8 million pounds in the second quarter of 2008.
 
Net sales in Film Products for the first six months of 2009 were $212.6 million, a decrease of 20.6% from $267.8 million for the same period in 2008.  Operating profit from ongoing operations was $27.2 million in the first half of 2009, up 12.2% from $24.3 million in the first half of last year.  Volume was 98.9 million pounds in the first six months of 2009, down 13.8% from 114.8 million pounds in the first six months of 2008.
 
Net sales in the second quarter and first half of 2009 declined primarily due to lower volumes across all market segments, most notably personal care and surface protection materials, unfavorable changes in the U.S. dollar value of currencies for operations outside of the U.S. and the impact of lower selling prices from the pass-through of lower resin costs.  Volume declines in both periods are believed to be primarily driven by the weakened economy and customer inventory adjustments.

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TREDEGAR EARNINGS, page 3

Operating profit from ongoing operations increased in the second quarter and first half of 2009 versus the same periods in 2008 as cost reduction efforts, productivity gains and the lag in the pass-through of lower resin costs offset lower volumes and the unfavorable effect of currency changes.  The company estimates that the impact on operating profit of the lag in the pass-through of changes in average resin costs was not significant in the second quarter of 2009 and a negative $2.0 million in the second quarter of 2008.  The estimated impact of resin pass-through lag was a positive $3.0 million in the first half of 2009 and a negative $3.2 million in the first half of 2008.  The company estimates that changes in the U.S. dollar value of currencies for operations outside of the U.S. had an unfavorable impact on operating profit of $1.1 million in the second quarter of 2009 compared to the second quarter of 2008, and an unfavorable impact of approximately $1.5 million in the first half of 2009 compared with 2008.
 
Capital expenditures in Film Products were $7.1 million in both the first half of 2009 and 2008, and are projected to be approximately $20 million in 2009.  Depreciation expense was $15.9 million in the first six months of 2009 compared with $17.8 million in the first six months of last year, and is projected to be approximately $33 million in 2009.

Aluminum Extrusions
 
Second-quarter net sales from continuing operations in Aluminum Extrusions were $46.4 million, down 49.9% from $92.7 million in the second quarter of 2008.  Operating profits from ongoing U.S. operations were $634,000 in the second quarter of 2009, a decline of 73.6% from operating profits of $2.4 million in the second quarter of 2008.  Volume from continuing operations decreased to 24.2 million pounds in the second quarter of 2009, down 31.7% from 35.4 million pounds in the second quarter of 2008.
 
Net sales in Aluminum Extrusions for the first six months of 2009 declined 50.2% to $91.5 million from $183.7 million in the first six months of 2008.  Operating losses from ongoing U.S. operations were $1.2 million in the first half of 2009, a $5.1 million change from operating profits of $3.9 million in the first half of last year.  Volume was 47.7 million pounds in the first six months of 2009, down 34.3% from 72.5 million pounds in the first six months of 2008.
 
The net sales declines in the second quarter and first half of 2009 compared with last year were mainly due to lower sales volume as weak market conditions led to lower shipments in all markets and lower average selling prices driven by lower average aluminum costs.  Shipments for non-residential construction, which comprised approximately 72% of total volume in 2008, were down by approximately 32% during the first six months of 2009 compared with the same period of 2008.  The decrease in operating profit from ongoing U.S. operations in the second quarter and the reported operating loss from ongoing U.S. operations in the first half of the year were primarily driven by lower sales volumes.
 
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TREDEGAR EARNINGS, page 4

Capital expenditures for continuing operations in Aluminum Extrusions were $8.5 million in the first half of 2009 compared with $3.3 million in the first half of last year.  Capital expenditures are projected to be approximately $19 million in 2009, of which $15.4 million relates to the 18-month project to expand capacity in the plant in Carthage, Tennessee announced in January 2008.  This new capacity will be dedicated to serving customers in the non-residential construction sector.  Depreciation expense was $3.8 million in the first half of 2009 compared with $4.0 million in the first half of last year, and is projected to be approximately $8 million in 2009.

OTHER ITEMS
 
Net pension income from continuing operations was $757,000 in the second quarter and $1.5 million in the first six months of 2009, an unfavorable change of $843,000 (2 cents per share after taxes) and $1.6 million (3 cents per share after taxes), respectively, from amounts recognized in the comparable periods of 2008.  Most of the change in pension income is reflected in “Corporate expenses, net” in the operating profit by segment table.  The company contributed approximately $122,000 to its pension plans for continuing operations in 2008.  We expect to contribute $2.3 million in 2009, which is $2.1 million lower than previously expected.  During 2008, the fair value of the assets of our pension plans declined by approximately $89.6 million to $194.5 million at December 31, 2008, due mainly to the drop in global stock prices and benefit payments to retirees of $10.2 million.  Corporate expenses, net in the second quarter and first six months of 2009 increased in comparison to the same periods of 2008 due to adjustments made in the prior year to accruals for certain performance-based compensation programs.
 
Interest expense was $184,000 in the second quarter of 2009, compared to $557,000 in the second quarter of 2008, and $388,000 and $1.4 million in the first half of 2009 and 2008, respectively, primarily due to lower average debt levels and lower average interest rates in 2009.

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TREDEGAR EARNINGS, page 5

The effective tax rate used to compute income taxes from continuing manufacturing operations was 29.4% in the second quarter of 2009 compared with 36.6% in the second quarter of 2008, and 33.4% in the first six months of 2009 compared with 37.5% in the first six months of 2008.  The decrease in the effective tax rate for continuing manufacturing operations during the second quarter of 2009 versus last year, which had a favorable impact of approximately 3 cents per share, reflects the change in income taxes during the second quarter to adjust the effective tax rate for the first six months of the year to the rate estimated for the entire year.  The decrease in the effective rate for continuing manufacturing operations for the first half of 2009 versus 2008, which had a favorable impact of approximately 2 cents per share, was primarily due to the recognition of a net tax benefit related to the reversal of income tax contingency accruals upon the favorable conclusion of IRS and state tax examinations through 2003 recognized in the second quarter of 2009 and lower effective rates for operations outside the U.S., partially offset by higher state income taxes.
 
Overall results for continuing operations for the quarter and year-to-date periods include special items.  After-tax charges for continuing operations for plant shutdowns, asset impairments and restructurings and gains and losses from the sale of assets and other items were 6 cents and 2 cents per share in the second quarters of 2009 and 2008, respectively, and 15 cents and 8 cents per share in the first six months of 2009 and 2008, respectively.  In addition, a non-cash goodwill impairment charge of $30.6 million (after-tax), or 90 cents per share, was recorded for Aluminum Extrusions in the first quarter of 2009.  Further details regarding these items are provided in the financial tables included with this press release.
 
Tredegar’s investment in Harbinger Capital Partners Special Situations Fund, L.P. had a reported capital account value of $11.1 million at June 30, 2009, compared with $10.1 million at December 31, 2008.  This investment has a carrying value in Tredegar’s balance sheet of $10.0 million, which represents the amount invested on April 2, 2007.

CAPITAL STRUCTURE AND ADJUSTED EBITDA
 
Net cash (cash and cash equivalents in excess of debt) was $57.1 million at June 30, 2009, compared with net cash of $23.3 million at December 31, 2008.  Adjusted EBITDA from continuing manufacturing operations, a key valuation and borrowing capacity measure, was $88.6 million in the twelve months ended June 30, 2009, down from $98.0 million in the year ended December 31, 2008.  See notes to financial statements and tables for reconciliations to comparable GAAP measures.
 
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TREDEGAR EARNINGS, page 6

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 these forward-looking statements.  Factors that could cause actual results to differ from expectations include, without limitation: Film Products is highly dependent on sales to one customer — The Procter & Gamble Company; growth of Film Products depends on its ability to develop and deliver new products at competitive prices; sales volume and profitability of continuing operations in Aluminum Extrusions are cyclical and highly dependent on economic conditions of end-use markets in the U.S., particularly in the construction, distribution and transportation industries, and are also subject to seasonal slowdowns; our substantial international operations subject us to risks of doing business in foreign countries, which could adversely affect our business, financial condition and results of operations; our future performance is influenced by costs incurred by our operating companies including, for example, the cost of energy and raw materials; and the factors discussed in the reports Tredegar files with or furnishes to the Securities and Exchange Commission (the “SEC”) from time-to-time, including the risks and important factors set forth in additional detail in “Risk Factors” in Part I, Item 1A of Tredegar’s 2008 Annual Report on Form 10-K filed with the SEC.  Readers are urged to review and consider carefully the disclosures Tredegar makes in its filings with the SEC.
 
Tredegar does not undertake to update any forward-looking statement made in this press release to reflect any change in management's expectations or any change in conditions, assumptions or circumstances on which such statements are based.
 
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.
 
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TREDEGAR EARNINGS, page 7

Based in Richmond, Va., Tredegar Corporation is a global manufacturer of plastic films and aluminum extrusions.
 
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TREDEGAR EARNINGS, page 8

Tredegar Corporation
Condensed Consolidated Statements of Income
(In Thousands, Except Per-Share Data)
(Unaudited)

   
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  
 

 
TREDEGAR EARNINGS, page 9

Tredegar Corporation
Net Sales and Operating Profit by Segment
(In Thousands)
(Unaudited)

   
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  
 

 
TREDEGAR EARNINGS, page 10

Tredegar Corporation
Condensed Consolidated Balance Sheets
(In Thousands)
(Unaudited)

   
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  
 

 
TREDEGAR EARNINGS, page 11

Tredegar Corporation
Condensed Consolidated Statement of Cash Flows
(In Thousands)
(Unaudited)

   
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  
 

 
TREDEGAR EARNINGS, page 12

Selected Financial Measures
(In Millions)
(Unaudited)

   
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                  

Notes to the Financial Tables

(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.

Plant shutdowns, asset impairments, restructurings and other in the first six months of 2009 include:
 
·
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.

Plant shutdowns, asset impairments, restructurings and other in the second quarter of 2008 include:
 
·
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).


 
TREDEGAR EARNINGS, page 13
 
Plant shutdowns, asset impairments, restructurings and other in the first six months of 2008 include:
 
·
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 )
 

 
TREDEGAR EARNINGS, page 14
 
(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 )

Net debt or cash is not intended to represent debt or cash as defined by GAAP. Net debt or cash 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 or cash to be helpful for the same purposes.