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 February 12, 2010 (furnished pursuant to Item
2.02).
|
TREDEGAR
CORPORATION
|
||
Date: February
12, 2010
|
By:
|
/s/ Kevin A. O’Leary
|
Kevin
A. O’Leary
|
||
Vice
President, Chief Financial Officer
|
||
and
Treasurer
|
EXHIBIT
|
DESCRIPTION
|
|
99
|
|
Press
Release, dated February 12, 2010 (furnished pursuant to Item
2.02).
|
Tredegar
Corporation
|
Contact:
|
Corporate
Communications
|
Kevin
A. O’Leary
|
1100
Boulders Parkway
|
Phone:
804/330-1102
|
Richmond,
Virginia 23225
|
Fax:
804/330-1777
|
E-mail:
invest@tredegar.com
|
E-mail:
kaoleary@tredegar.com
|
Web
Site: www.tredegar.com
|
(In
Millions, Except Per-Share Data)
|
Three
Months Ended
|
Year
Ended
|
||||||||||||||
December 31
|
December 31
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Sales
|
$ | 161.8 | $ | 192.7 | $ | 648.6 | $ | 883.9 | ||||||||
Income
(loss) from continuing operations as reported under generally accepted
accounting principles (GAAP)
|
$ | 10.0 | $ | 5.9 | $ | (1.4 | ) | $ | 29.6 | |||||||
After-tax
effects of:
|
||||||||||||||||
Goodwill
impairment relating to aluminum extrusions business
|
- | - | 30.6 | - | ||||||||||||
Losses
associated with plant shutdowns, asset impairments and
restructurings
|
1.5 | 5.1 | 2.4 | 8.9 | ||||||||||||
Net
gains from sale of assets and other items
|
(6.3 | ) | (.8 | ) | (2.7 | ) | (6.6 | ) | ||||||||
Income
from continuing manufacturing operations*
|
$ | 5.2 | $ | 10.2 | $ | 28.9 | $ | 31.9 | ||||||||
Diluted
earnings (loss) per share from continuing operations as reported under
GAAP
|
$ | .29 | $ | .17 | $ | (.04 | ) | $ | .87 | |||||||
After-tax
effects per diluted share of:
|
||||||||||||||||
Goodwill
impairment relating to aluminum extrusions business
|
- | - | .90 | - | ||||||||||||
Losses
associated with plant shutdowns, asset impairments and
restructurings
|
.04 | .15 | .07 | .26 | ||||||||||||
Net
gains from sale of assets and other items
|
(.18 | ) | (.02 | ) | (.08 | ) | (.20 | ) | ||||||||
Diluted
earnings per share from continuing manufacturing
operations*
|
$ | .15 | $ | .30 | $ | .85 | $ | .93 |
Fourth
Quarter Ended
|
Year
Ended
|
|||||||||||||||
December 31
|
December 31
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Sales
|
$ | 161,770 | $ | 192,702 | $ | 648,613 | $ | 883,899 | ||||||||
Other
income (expense), net (a) (d) (e)
|
6,807 | 1,412 | 8,464 | 10,341 | ||||||||||||
168,577 | 194,114 | 657,077 | 894,240 | |||||||||||||
Cost
of goods sold (a)
|
130,281 | 153,795 | 516,933 | 739,721 | ||||||||||||
Freight
|
4,294 | 4,434 | 16,085 | 20,782 | ||||||||||||
Selling,
R&D and general expenses
|
19,166 | 16,967 | 72,337 | 69,704 | ||||||||||||
Amortization
of intangibles
|
30 | 30 | 120 | 123 | ||||||||||||
Interest
expense
|
198 | 472 | 783 | 2,393 | ||||||||||||
Asset
impairments and costs associated with exit and disposal activities
(a)
|
1,468 | 7,231 | 2,950 | 12,390 | ||||||||||||
Goodwill
impairment charge (b)
|
- | - | 30,559 | - | ||||||||||||
155,437 | 182,929 | 639,767 | 845,113 | |||||||||||||
Income
from continuing operations before income taxes
|
13,140 | 11,185 | 17,310 | 49,127 | ||||||||||||
Income
taxes (e)
|
3,159 | 5,272 | 18,663 | 19,486 | ||||||||||||
Income
(loss) from continuing operations
|
9,981 | 5,913 | (1,353 | ) | 29,641 | |||||||||||
Loss
from discontinued operations (f)
|
- | 225 | - | (705 | ) | |||||||||||
Net
income (loss) (c)
|
$ | 9,981 | $ | 6,138 | $ | (1,353 | ) | $ | 28,936 | |||||||
Earnings
(loss) per share:
|
||||||||||||||||
Basic:
|
||||||||||||||||
Continuing
operations
|
$ | .30 | $ | .17 | $ | (.04 | ) | $ | .87 | |||||||
Discontinued
operations
|
- | .01 | - | (.02 | ) | |||||||||||
Net
income (loss)
|
$ | .30 | $ | .18 | $ | (.04 | ) | $ | .85 | |||||||
Diluted:
|
||||||||||||||||
Continuing
operations
|
$ | .29 | $ | .17 | $ | (.04 | ) | $ | .87 | |||||||
Discontinued
operations
|
- | .01 | - | (.02 | ) | |||||||||||
Net
income (loss)
|
$ | .29 | $ | .18 | $ | (.04 | ) | $ | .85 | |||||||
Shares
used to compute earnings (loss) per share:
|
||||||||||||||||
Basic
|
33,825 | 33,782 | 33,861 | 33,977 | ||||||||||||
Diluted
|
33,871 | 33,990 | 33,861 | 34,194 |
Fourth
Quarter Ended
|
Year
Ended
|
|||||||||||||||
December 31
|
December 31
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
Sales
|
||||||||||||||||
Film
Products
|
$ | 119,023 | $ | 123,809 | $ | 455,007 | $ | 522,839 | ||||||||
Aluminum
Extrusions
|
38,453 | 64,459 | 177,521 | 340,278 | ||||||||||||
Total
net sales
|
157,476 | 188,268 | 632,528 | 863,117 | ||||||||||||
Add
back freight
|
4,294 | 4,434 | 16,085 | 20,782 | ||||||||||||
Sales
as shown in the Consolidated Statements of Income
|
$ | 161,770 | $ | 192,702 | $ | 648,613 | $ | 883,899 | ||||||||
Operating
Profit (Loss)
|
||||||||||||||||
Film
Products:
|
||||||||||||||||
Ongoing
operations
|
$ | 15,401 | $ | 19,195 | $ | 64,379 | $ | 53,914 | ||||||||
Plant
shutdowns, asset impairments, restructurings and other (a)
|
(1,186 | ) | (6,648 | ) | (1,846 | ) | (11,297 | ) | ||||||||
Aluminum
Extrusions (f):
|
||||||||||||||||
Ongoing
operations
|
(4,404 | ) | 2,323 | (6,494 | ) | 10,132 | ||||||||||
Goodwill
impairment charge (b)
|
- | - | (30,559 | ) | - | |||||||||||
Plant
shutdowns, asset impairments, restructurings and other (a)
|
778 | (72 | ) | (639 | ) | (687 | ) | |||||||||
AFBS:
|
||||||||||||||||
Gain
on sale of investments in Theken Spine and Therics, LLC
(d)
|
1,818 | - | 1,968 | 1,499 | ||||||||||||
Total
|
12,407 | 14,798 | 26,809 | 53,561 | ||||||||||||
Interest
income
|
157 | 351 | 806 | 1,006 | ||||||||||||
Interest
expense
|
198 | 472 | 783 | 2,393 | ||||||||||||
Gain
on the sale of corporate assets (e)
|
- | - | 404 | 1,001 | ||||||||||||
Gain
from write-up of an investment accounted for under the fair value method
(e)
|
5,100 | 600 | 5,100 | 5,600 | ||||||||||||
Stock
option-based compensation costs
|
465 | 266 | 1,692 | 782 | ||||||||||||
Corporate
expenses, net (a)
|
3,861 | 3,826 | 13,334 | 8,866 | ||||||||||||
Income
from continuing operations before income taxes
|
13,140 | 11,185 | 17,310 | 49,127 | ||||||||||||
Income
taxes (e)
|
3,159 | 5,272 | 18,663 | 19,486 | ||||||||||||
Income
(loss) from continuing operations
|
9,981 | 5,913 | (1,353 | ) | 29,641 | |||||||||||
Loss
from discontinued operations (f)
|
- | 225 | - | (705 | ) | |||||||||||
Net
income (loss) (c)
|
$ | 9,981 | $ | 6,138 | $ | (1,353 | ) | $ | 28,936 |
December
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Assets
|
||||||||
Cash
& cash equivalents
|
$ | 90,663 | $ | 45,975 | ||||
Accounts
& notes receivable, net
|
74,014 | 91,400 | ||||||
Income
taxes recoverable
|
4,016 | 12,549 | ||||||
Inventories
|
35,522 | 36,809 | ||||||
Deferred
income taxes
|
5,750 | 7,654 | ||||||
Prepaid
expenses & other
|
5,335 | 5,374 | ||||||
Total
current assets
|
215,300 | 199,761 | ||||||
Property,
plant & equipment, net
|
230,876 | 236,870 | ||||||
Other
assets
|
45,561 | 38,926 | ||||||
Goodwill
& other intangibles (b)
|
104,542 | 135,075 | ||||||
Total
assets
|
$ | 596,279 | $ | 610,632 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Accounts
payable
|
$ | 53,770 | $ | 54,990 | ||||
Accrued
expenses
|
34,930 | 38,349 | ||||||
Current
portion of long-term debt
|
451 | 529 | ||||||
Total
current liabilities
|
89,151 | 93,868 | ||||||
Long-term
debt
|
712 | 22,173 | ||||||
Deferred
income taxes
|
59,052 | 45,152 | ||||||
Other
noncurrent liabilities
|
18,292 | 29,023 | ||||||
Shareholders'
equity
|
429,072 | 420,416 | ||||||
Total
liabilities and shareholders' equity
|
$ | 596,279 | $ | 610,632 |
Year
Ended
|
||||||||
December 31
|
||||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$ | (1,353 | ) | $ | 28,936 | |||
Adjustments
for noncash items:
|
||||||||
Depreciation
|
39,877 | 43,068 | ||||||
Amortization
of intangibles
|
120 | 123 | ||||||
Goodwill
impairment charge
|
30,559 | - | ||||||
Deferred
income taxes
|
6,771 | 22,183 | ||||||
Accrued
pension income and postretirement benefits
|
(2,654 | ) | (4,426 | ) | ||||
Loss
on asset impairments and divestitures
|
1,005 | 10,136 | ||||||
Gain
on the write-up of an investment accounted for under the fair value method
(e)
|
(5,100 | ) | (5,600 | ) | ||||
Gain
on sale of assets
|
(3,462 | ) | (3,083 | ) | ||||
Changes
in assets and liabilities, net of effects of acquisitions and
divestitures:
|
||||||||
Accounts
and notes receivables
|
18,449 | (678 | ) | |||||
Inventories
|
2,200 | 13,374 | ||||||
Income
taxes recoverable
|
8,533 | (12,092 | ) | |||||
Prepaid
expenses and other
|
1,209 | (1,873 | ) | |||||
Accounts
payable and accrued expenses
|
7,023 | (18,900 | ) | |||||
Other,
net
|
38 | 4,238 | ||||||
Net
cash provided by operating activities
|
103,215 | 75,406 | ||||||
Cash
flows from investing activities:
|
||||||||
Capital
expenditures (including settlement of related accounts payable of $1,709
in 2009 and net of accounts payable of $1,709 in 2008)
|
(35,851 | ) | (19,235 | ) | ||||
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
|
4,146 | 4,691 | ||||||
Investments
|
- | (5,391 | ) | |||||
Net
cash provided by (used in) investing activities
|
(31,705 | ) | 3,472 | |||||
Cash
flows from financing activities:
|
||||||||
Dividends
paid
|
(5,427 | ) | (5,447 | ) | ||||
Debt
principal payments
|
(21,539 | ) | (84,489 | ) | ||||
Borrowings
|
- | 25,000 | ||||||
Repurchases
of Tredegar common stock (including settlement of payable of $3,368 in
2008)
|
(1,523 | ) | (19,792 | ) | ||||
Proceeds
from exercise of stock options and other
|
245 | 4,069 | ||||||
Net
cash used in financing activities
|
(28,244 | ) | (80,659 | ) | ||||
Effect
of exchange rate changes on cash
|
1,422 | (461 | ) | |||||
Increase
(decrease) in cash and cash equivalents
|
44,688 | (2,242 | ) | |||||
Cash
and cash equivalents at beginning of period
|
45,975 | 48,217 | ||||||
Cash
and cash equivalents at end of period
|
$ | 90,663 | $ | 45,975 |
For the Twelve Months Ended December 31,
2009
|
||||||||||||
Film
|
Aluminum
|
|||||||||||
Products
|
Extrusions
|
Total
|
||||||||||
Operating
profit from continuing ongoing operations
|
$ | 64.4 | $ | (6.5 | ) | $ | 57.9 | |||||
Allocation
of corporate overhead
|
(12.9 | ) | (1.0 | ) | (13.9 | ) | ||||||
Add
back depreciation and amortization from continuing
operations
|
32.4 | 7.6 | 40.0 | |||||||||
Adjusted
EBITDA from continuing operations (g)
|
$ | 83.9 | $ | 0.1 | $ | 84.0 | ||||||
Selected
balance sheet and other data as of December 31, 2009:
|
||||||||||||
Net
debt (cash) (h)
|
$ | (89.5 | ) | |||||||||
Shares
outstanding
|
33.9 |
(a)
|
Plant
shutdowns, asset impairments, restructurings and other in the fourth
quarter of 2009 include:
|
|
Ÿ
|
A
pretax charge of $1.0 million for an asset impairment in Film
Products;
|
|
Ÿ
|
A
pretax gain of $640,000 related to the sale of land at our aluminum
extrusions manufacturing facility in Newnan, Georgia (included in "Other
income (expense), net" in the condensed consolidated statements of
income);
|
|
Ÿ
|
Pretax
gains of $547,000 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);
|
|
Ÿ
|
Pretax
charges of $463,000 for severance and other employee-related costs in
connection with restructurings in Film Products ($181,000), Aluminum
Extrusions ($64,000) and corporate headquarters ($218,000, included in
"Corporate expenses, net" in the net sales and operating profit by segment
table); and
|
|
Ÿ
|
A
pretax charge of $345,000 related to expected future environmental costs
at our aluminum extrusions manufacturing facility in Newnan, Georgia
(included in "Cost of goods sold" in the condensed consolidated statements
of income).
|
|
Plant
shutdowns, asset impairments, restructurings and other in 2009
include:
|
|
Ÿ
|
Pretax
charges of $2.1 million for severance and other employee-related costs in
connection with restructurings in Film Products ($1.3 million), Aluminum
Extrusions ($433,000) and corporate headquarters ($396,000, included in
"Corporate expenses, net" in the net sales and operating profit by segment
table);
|
|
Ÿ
|
A
pretax charge of $1.0 million for an asset impairment in Film
Products;
|
|
Ÿ
|
Pretax
losses of $952,000 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);
|
|
Ÿ
|
A
pretax gain of $640,000 related to the sale of land at our aluminum
extrusions manufacturing facility in Newnan, Georgia (included in "Other
income (expense), net" in the condensed consolidated statements of
income);
|
|
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 film products manufacturing facility in LaGrange,
Georgia;
|
|
Ÿ
|
A
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);
|
|
Ÿ
|
A
pretax gain of $149,000 related to the reversal to income of certain
inventory impairment accruals in Film Products;
and
|
|
Ÿ
|
A
pretax net charge of $69,000 (included in "Cost of goods sold" in the
condensed consolidated statements of income) related to adjustments of
future environmental costs expected to be incurred by Aluminum
Extrusions.
|
|
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).
|
(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 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 (loss) and other comprehensive income
(loss), was income of $14.8 million in the fourth quarter of 2009 and a
loss of $67.9 million in the fourth quarter of 2008. Comprehensive income
(loss) was income of $13.7 million in 2009 and a loss of $54.7 million in
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. The comprehensive loss for the fourth
quarter and full year of 2008 related to the significant reduction in the
funded status of our pension plans from 2007 to
2008.
|
(d)
|
Gain
on the sale of investments in Theken Spine and Therics, LLC includes the
receipt of a contractual earn-out payment of $1.8 million in the fourth
quarter of 2009 and a post-closing contractual adjustment of $150,000 in
the first quarter of 2009. The 2008 gain on sale of $1.5
million was received at the closing of the sale of the
investments. These amounts are 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 sale of corporate assets in 2009 includes a realized gain on the sale
of corporate real estate ($404,000) in the first quarter of
2009. 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), both in the
third quarter of 2008. These gains are included in "Other income
(expense), net" in the condensed consolidated statement of
income. The unrealized gain from the write-up of an investment
accounted for under the fair value method of $5.1 million in 2009 and $5.6
million in 2008 is also included in "Other income (expense), net" in the
condensed consolidated statements of income. The unrealized
gain in 2009 is attributed to the appreciation of our ownership interest
upon the investee, a drug delivery company, entering into an exclusive
licensing agreement that includes upfront and potential milestone
payments. The write-up in 2008 was based on the valuation of Tredegar's
investment implied from the term sheet of a new round of equity financing
for the investee.
|
(f)
|
On
February 12, 2008, Tredegar sold its aluminum extrusions business in
Canada for a purchase price of approximately $25.0 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:
|
Fourth
Quarter Ended
|
Year
Ended
|
|||||||||||||||
December 31
|
December 31
|
|||||||||||||||
(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
|
- | - | - | (1,337 | ) | |||||||||||
Income
tax cost (benefit) on asset impairments and costs associated with disposal
activities
|
- | (225 | ) | - | (925 | ) | ||||||||||
- | 225 | - | (412 | ) | ||||||||||||
Income
(loss) from discontinued operations
|
$ | - | $ | 225 | $ | - | $ | (705 | ) |
(g)
|
Adjusted
EBITDA for the twelve months ended December 31, 2009, represents income
from continuing operations before interest; taxes; depreciation;
amortization; unusual items, goodwill impairments and losses associated
with plant shutdowns, asset impairments and restructurings; gains or
losses 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 net income or 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
|
$ | 1.2 | ||
Less: Cash
and cash equivalents
|
(90.7 | ) | ||
Net
debt (cash)
|
$ | (89.5 | ) |