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) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 |
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description |
99 | Press Release, dated July 30, 2015 (furnished pursuant to Item 2.02). |
TREDEGAR CORPORATION | ||
(Registrant) | ||
Date: August 3, 2015 | By: | /s/ D. Andrew Edwards |
D. Andrew Edwards | ||
Vice President, Chief Financial Officer and Treasurer |
Exhibit No. | Description |
99 | Press Release, dated July 30, 2015 (furnished pursuant to Item 2.02). |
• | Operating profit from ongoing operations for Bonnell Aluminum of $8.3 million was $0.2 million higher than the second quarter of 2014 |
• | Operating profit from ongoing operations for Film Products of $6.2 million was $8.8 million lower than the second quarter of 2014 |
• | Board of Directors will initiate CEO search in August; interim leadership transition is proceeding smoothly |
• | Net income from continuing operations was $0.6 million (2 cents per share) in the second quarter of 2015 compared with $3.8 million (11 cents per share) in the second quarter of 2014 |
• | Net income from ongoing operations, which excludes special items, was $3.2 million (10 cents per share) in the second quarter of 2015 compared with $11.1 million (34 cents per share) in the second quarter of 2014 |
Three Months Ended | Favorable/ | Six Months Ended | Favorable/ | |||||||||||||||||||
(In Thousands, Except Percentages) | June 30, | (Unfavorable) | June 30, | (Unfavorable) | ||||||||||||||||||
2015 | 2014 | % Change | 2015 | 2014 | % Change | |||||||||||||||||
Sales volume (pounds) | 56,613 | 60,729 | (6.8 | )% | 119,316 | 123,352 | (3.3 | )% | ||||||||||||||
Net sales | $ | 115,299 | $ | 146,016 | (21.0 | )% | $ | 248,500 | $ | 295,176 | (15.8 | )% | ||||||||||
Operating profit from ongoing operations | $ | 6,178 | $ | 14,963 | (58.7 | )% | $ | 23,795 | $ | 31,685 | (24.9 | )% |
• | The loss of business to Film Products’ largest customer related to certain babycare elastic laminate films sold in North America (approximately $8.1 million) and to the unfavorable impact of various product transitions in personal care materials (approximately $4.4 million); |
• | Lower net sales for flexible packaging films of approximately $4.0 million, or 14.7%, (despite an increase in volume of 5.5%) due to changes in product mix and competitive pricing pressures driven by continued unfavorable economic conditions in its primary market of Brazil and excess global capacity in the industry; |
• | The unfavorable impact of approximately $7.0 million from the change in the U.S. dollar value of currencies for polyethylene film operations outside of the U.S.; and |
• | Estimated reductions in average selling prices in polyethylene films of approximately $4.3 million primarily due to the contractual pass-through of lower average resin prices. |
• | Lower volumes in polyethylene films, primarily in personal care materials from the previously referenced lost business and various product transitions for Film Products’ largest customer, which had an adverse impact of approximately $4.3 million; |
• | An increase in the operating loss from ongoing operations for flexible packaging films to $3.1 million in the second quarter of 2015 versus $1.1 million in 2014; |
• | The estimated unfavorable impact in polyethylene films from the quarterly lag in the pass-through of average resin costs of approximately $1.6 million; and |
• | Other factors with an unfavorable impact in polyethylene films of approximately $0.9 million, which included higher selling, general and administrative expenses primarily related to inflationary increases and the timing of certain costs as well as the change in the U.S. dollar value of currencies for operations outside of the U.S. |
• | The loss of business to Film Products’ largest customer related to certain babycare elastic laminate films sold in North America (approximately $16.2 million) and to the unfavorable impact of various product transitions in personal care materials (approximately $7.9 million); |
• | A decline in net sales for flexible packaging films of $5.3 million, or 9.5%, (despite an increase in volume of 11.0%) due to mix changes and competitive pricing pressures; |
• | The unfavorable impact of approximately $13.0 million from the change in the U.S. dollar value of currencies for polyethylene film operations outside of the U.S.; and |
• | Estimated reductions in average selling prices in polyethylene films of approximately $5.0 million attributable to the unfavorable impact of competitive pricing pressures and the contractual pass-through of lower average resin prices. |
• | Lower volumes in polyethylene films, primarily in personal care materials from the previously referenced lost business and various product transitions for Film Products’ largest customer, which had an adverse impact of approximately $7.0 million; |
• | An increase in the operating loss from ongoing operations for flexible packaging films to $2.2 million in the first six months of 2015 versus $0.9 million in 2014; |
• | The unfavorable impact from the change in the U.S. dollar value of currencies for polyethylene film operations outside the U.S. of approximately $2.4 million; |
• | The estimated favorable impact in polyethylene films from the quarterly lag in the pass-through of average resin costs of approximately $0.6 million; and |
• | Other factors with a favorable impact in polyethylene films of approximately $2.2 million, which are primarily lower fixed costs associated with the shutdown of the manufacturing facility in Red Springs, North Carolina and other cost savings, partially offset by lower margins from pricing pressures. |
Three Months Ended | Favorable/ | Six Months Ended | Favorable/ | |||||||||||||||||||
(In Thousands, Except Percentages) | June 30, | (Unfavorable) | June 30, | (Unfavorable) | ||||||||||||||||||
2015 | 2014 | % Change | 2015 | 2014 | % Change | |||||||||||||||||
Sales volume (pounds) | 42,919 | 38,168 | 12.4 | % | 82,373 | 74,816 | 10.1 | % | ||||||||||||||
Net sales | $ | 98,203 | $ | 84,548 | 16.2 | % | $ | 191,848 | $ | 163,831 | 17.1 | % | ||||||||||
Operating profit from ongoing operations | $ | 8,299 | $ | 8,050 | 3.1 | % | $ | 13,591 | $ | 12,811 | 6.1 | % |
• | The favorable impact on profits of higher sales volume of approximately $4.0 million; |
• | Higher production and hiring costs of approximately $2.5 million from significantly higher volume levels; and |
• | Construction-related expenses associated with the project to expand and upgrade anodizing capacity of approximately $0.7 million. |
Tredegar Corporation | ||||||||||||||||
Condensed Consolidated Statements of Income | ||||||||||||||||
(In Thousands, Except Per-Share Data) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Sales | $ | 221,245 | $ | 236,965 | $ | 455,416 | $ | 472,178 | ||||||||
Other income (expense), net (d) (e) (f) | 124 | (10,136 | ) | 232 | (10,230 | ) | ||||||||||
221,369 | 226,829 | 455,648 | 461,948 | |||||||||||||
Cost of goods sold (b) | 183,754 | 192,084 | 373,185 | 382,778 | ||||||||||||
Freight | 7,743 | 6,401 | 15,068 | 13,171 | ||||||||||||
Selling, R&D and general expenses (b) | 26,165 | 19,524 | 47,123 | 40,822 | ||||||||||||
Amortization of intangibles | 1,040 | 1,427 | 2,123 | 2,822 | ||||||||||||
Interest expense | 893 | 531 | 1,778 | 1,161 | ||||||||||||
Asset impairments and costs associated with exit and disposal activities, net of adjustments (b) | 277 | 946 | 225 | 2,191 | ||||||||||||
219,872 | 220,913 | 439,502 | 442,945 | |||||||||||||
Income before income taxes | 1,497 | 5,916 | 16,146 | 19,003 | ||||||||||||
Income taxes (g) | 903 | 2,164 | 5,682 | 6,772 | ||||||||||||
Net income (c) | $ | 594 | $ | 3,752 | $ | 10,464 | $ | 12,231 | ||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.02 | $ | 0.12 | $ | 0.32 | $ | 0.38 | ||||||||
Diluted | $ | 0.02 | $ | 0.11 | $ | 0.32 | $ | 0.37 | ||||||||
Shares used to compute earnings per share: | ||||||||||||||||
Basic | 32,609 | 32,312 | 32,546 | 32,277 | ||||||||||||
Diluted | 32,746 | 32,641 | 32,687 | 32,631 |
Tredegar Corporation | ||||||||||||||||
Net Sales and Operating Profit by Segment | ||||||||||||||||
(In Thousands) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net Sales | ||||||||||||||||
Film Products | $ | 115,299 | $ | 146,016 | $ | 248,500 | $ | 295,176 | ||||||||
Aluminum Extrusions | 98,203 | 84,548 | 191,848 | 163,831 | ||||||||||||
Total net sales | 213,502 | 230,564 | 440,348 | 459,007 | ||||||||||||
Add back freight | 7,743 | 6,401 | 15,068 | 13,171 | ||||||||||||
Sales as shown in the Consolidated Statements of Income | $ | 221,245 | $ | 236,965 | $ | 455,416 | $ | 472,178 | ||||||||
Operating Profit | ||||||||||||||||
Film Products: | ||||||||||||||||
Ongoing operations | $ | 6,178 | $ | 14,963 | $ | 23,795 | $ | 31,685 | ||||||||
Plant shutdowns, asset impairments, restructurings and other (b) | (259 | ) | (10,923 | ) | (192 | ) | (12,168 | ) | ||||||||
Aluminum Extrusions: | ||||||||||||||||
Ongoing operations | 8,299 | 8,050 | 13,591 | 12,811 | ||||||||||||
Plant shutdowns, asset impairments, restructurings and other (b) | (18 | ) | (174 | ) | (33 | ) | (174 | ) | ||||||||
Total | 14,200 | 11,916 | 37,161 | 32,154 | ||||||||||||
Interest income | 82 | 107 | 171 | 302 | ||||||||||||
Interest expense | 893 | 531 | 1,778 | 1,161 | ||||||||||||
Gain (loss) on investment accounted for under fair value method (d) | — | (1,100 | ) | — | (1,100 | ) | ||||||||||
Gain on sale of investment property (f) | — | 1,208 | — | 1,208 | ||||||||||||
Stock option-based compensation costs | 198 | 345 | 498 | 586 | ||||||||||||
Corporate expenses, net (b) (e) | 11,694 | 5,339 | 18,910 | 11,814 | ||||||||||||
Income before income taxes | 1,497 | 5,916 | 16,146 | 19,003 | ||||||||||||
Income taxes (g) | 903 | 2,164 | 5,682 | 6,772 | ||||||||||||
Net income (c) | $ | 594 | $ | 3,752 | $ | 10,464 | $ | 12,231 |
Tredegar Corporation | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
(In Thousands) | ||||||||
(Unaudited) | ||||||||
June 30, 2015 | December 31, 2014 | |||||||
Assets | ||||||||
Cash & cash equivalents | $ | 47,405 | $ | 50,056 | ||||
Accounts & other receivables, net | 112,471 | 113,341 | ||||||
Income taxes recoverable | 3,679 | 877 | ||||||
Inventories | 73,400 | 74,308 | ||||||
Deferred income taxes | 8,431 | 8,877 | ||||||
Prepaid expenses & other | 8,017 | 8,283 | ||||||
Total current assets | 253,403 | 255,742 | ||||||
Property, plant & equipment, net | 250,459 | 269,957 | ||||||
Goodwill & other intangibles, net | 206,844 | 215,129 | ||||||
Other assets | 47,283 | 47,798 | ||||||
Total assets | $ | 757,989 | $ | 788,626 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Accounts payable | $ | 84,817 | $ | 94,131 | ||||
Accrued expenses | 36,211 | 32,049 | ||||||
Total current liabilities | 121,028 | 126,180 | ||||||
Long-term debt | 135,000 | 137,250 | ||||||
Deferred income taxes | 32,953 | 39,255 | ||||||
Other noncurrent liabilities | 113,153 | 113,912 | ||||||
Shareholders’ equity | 355,855 | 372,029 | ||||||
Total liabilities and shareholders’ equity | $ | 757,989 | $ | 788,626 |
Tredegar Corporation | ||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||
(In Thousands) | ||||||||
(Unaudited) | ||||||||
Six Months Ended | ||||||||
June 30, | ||||||||
2015 | 2014 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 10,464 | $ | 12,231 | ||||
Adjustments for noncash items: | ||||||||
Depreciation | 15,872 | 18,163 | ||||||
Amortization of intangibles | 2,123 | 2,822 | ||||||
Deferred income taxes | (3,990 | ) | (5,318 | ) | ||||
Accrued pension income and post-retirement benefits | 6,258 | 3,983 | ||||||
Loss on investment accounted for under the fair value method | — | 1,100 | ||||||
Loss on asset impairments and divestitures | — | 799 | ||||||
Net gain on sale of assets | — | (837 | ) | |||||
Changes in assets and liabilities, net of effects of acquisitions and divestitures: | ||||||||
Accounts and other receivables | (3,627 | ) | (13,399 | ) | ||||
Inventories | (2,956 | ) | 906 | |||||
Income taxes recoverable/payable | (3,046 | ) | (2,477 | ) | ||||
Prepaid expenses and other | (847 | ) | 1,124 | |||||
Accounts payable and accrued expenses | (3,938 | ) | (3,623 | ) | ||||
Other, net | 3,050 | 1,340 | ||||||
Net cash provided by operating activities | 19,363 | 16,814 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (14,358 | ) | (22,884 | ) | ||||
Proceeds from the sale of assets and other | 585 | 4,723 | ||||||
Net cash used in investing activities | (13,773 | ) | (18,161 | ) | ||||
Cash flows from financing activities: | ||||||||
Borrowings | 59,000 | 32,000 | ||||||
Debt principal payments | (61,328 | ) | (34,250 | ) | ||||
Dividends paid | (6,536 | ) | (5,176 | ) | ||||
Proceeds from exercise of stock options and other | 2,794 | (106 | ) | |||||
Net cash used in financing activities | (6,070 | ) | (7,532 | ) | ||||
Effect of exchange rate changes on cash | (2,171 | ) | 270 | |||||
Increase (decrease) in cash and cash equivalents | (2,651 | ) | (8,609 | ) | ||||
Cash and cash equivalents at beginning of period | 50,056 | 52,617 | ||||||
Cash and cash equivalents at end of period | $ | 47,405 | $ | 44,008 |
(in millions, except per share data) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net income from continuing operations as reported under GAAP | $ | 0.6 | $ | 3.8 | $ | 10.5 | $ | 12.2 | ||||||||
After-tax effects of: | ||||||||||||||||
(Gains) losses associated with plant shutdowns, asset impairments and restructurings | 0.2 | 0.6 | 0.1 | 1.4 | ||||||||||||
(Gains) losses from sale of assets and other | 2.4 | 6.7 | 2.2 | 7.0 | ||||||||||||
Net income from ongoing operations | $ | 3.2 | $ | 11.1 | $ | 12.8 | $ | 20.6 | ||||||||
Earnings per share from continuing operations as reported under GAAP (diluted) | $ | 0.02 | $ | 0.11 | $ | 0.32 | $ | 0.37 | ||||||||
After-tax effects per diluted share of: | ||||||||||||||||
(Gains) losses associated with plant shutdowns, asset impairments and restructurings | 0.01 | 0.02 | — | 0.05 | ||||||||||||
(Gains) losses from sale of assets and other | 0.07 | 0.21 | 0.07 | 0.21 | ||||||||||||
Earnings per share from ongoing operations (diluted) | $ | 0.10 | $ | 0.34 | $ | 0.39 | $ | 0.63 |
• | Pretax charges of $3.9 million (included in “Selling, R&D and general expense” in the consolidated statements of income and “Corporate expenses, net” in the statement of net sales and operating profit by segment) for severance and other employee-related costs associated with the resignation of the Company’s former chief executive and chief financial officers; |
• | Pretax charges of $0.3 million for severance and other employee-related costs associated with restructurings in Film Products; and |
• | Pretax charges of $18,000 associated with the shutdown of the aluminum extrusions manufacturing facility in Kentland, Indiana. |
• | Pretax charges of $3.9 million (included in “Selling, R&D and general expense” in the consolidated statements of income and “Corporate expenses, net” in the statement of net sales and operating profit by segment) for severance and other employee-related costs associated with the resignation of the Company’s former chief executive and chief financial officers; |
• | Pretax charge of $0.2 million for severance and other employee-related costs associated with restructurings in Film Products; and |
• | Pretax charges of $33,000 associated with the shutdown of the aluminum extrusions manufacturing facility in Kentland, Indiana. |
• | Pretax charge of $10 million (included in “Other income (expense), net” in the consolidated statements of income) associated with a one-time, lump sum license payment to the 3M Company (“3M”) after the Company settled all litigation issues associated with a patent infringement complaint; |
• | Pretax charges of $0.6 million associated with severance and other employee-related costs associated with restructurings in Film Products; |
• | Pretax charges of $0.3 million associated with the shutdown of the film products manufacturing facility in Red Springs, North Carolina, which includes severance and other employee-related costs of $0.2 million and asset impairment and other shutdown-related charges of $0.1 million; |
• | Pretax charges of $0.2 million related to expected future environmental costs at the Company’s aluminum extrusions manufacturing facility in Newnan, Georgia (included in “Cost of goods sold” in the consolidated statements of income); and |
• | Pretax charges of $24,000 associated with the shutdown of the aluminum extrusions manufacturing facility in Kentland, Indiana. |
• | Pretax charge of $10 million associated with a one-time, lump sum license payment to 3M after the Company settled all litigation issues associated with a patent infringement complaint; |
• | Pretax charges of $1.4 million associated with severance and other employee-related costs associated with restructurings in Film Products; |
• | Pretax charges of $0.7 million associated with the shutdown of the film products manufacturing facility in Red Springs, North Carolina, which includes severance and other employee-related costs of $0.4 million and asset impairment and other shutdown-related charges of $0.3 million; |
• | Pretax charges of $0.2 million related to expected future environmental costs at the Company’s aluminum extrusions manufacturing facility in Newnan, Georgia (included in “Cost of goods sold” in the consolidated statements of income); and |
• | Pretax charges of $24,000 associated with the shutdown of the aluminum extrusions manufacturing facility in Kentland, Indiana. |
(c) | Comprehensive income (loss), defined as net income (loss) and other comprehensive income (loss), was income of $7.7 million in the second quarter of 2015 and income of $9.7 million in the second quarter of 2014 and a loss of $15.2 million in the first six months of 2015 and income of $25.2 million in the first six months of 2014. Other comprehensive income (loss) includes changes in foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments and prior service costs and net gains or losses from pension and other post-retirement benefit plans arising during the period and the related amortization of these prior service costs and net gains or losses recorded net of deferred taxes directly in shareholders’ equity. |
(d) | The unrealized gain (loss) on the Company’s investment in kaleo, Inc. was a loss of $1.1 million in the second quarter and first six months of 2014 (no unrealized gain (loss) in the second quarter and first six months of 2015). The unrealized loss in 2014 can be primarily attributed to adjustments in the timing of cash flows associated with achieving product development and commercialization milestones. |
(e) | Pretax charges of $0.3 million and $0.6 million in the second quarter and first of six months of 2014, respectively, (none in the second quarter and first six months of 2015) related to unrealized losses for the Company’s investment in the Harbinger Capital Partners Special Situations Fund, L.P. were recorded as a result of a reduction in the value of the Company’s investment that is not expected to be temporary. The impairment charge is included in “Other income (expense), net” in the condensed consolidated statements of income and in “Corporate expenses, net” in the statement of net sales and operating profit by segment. |
(f) | A pre-tax gain of $1.2 million (included in “Other income (expense), net” in the condensed consolidated statement of income) was realized on the sale of a portion of its investment property in Alleghany and Bath counties in Virginia in the second quarter of 2014. |
(g) | Income taxes in 2015 and 2014 included the partial reversal of a valuation allowance of $0.3 million and $0.2 million, respectively, related to the expected limitations on the utilization of assumed capital losses on certain investments that was recognized in prior years. |
(h) | Net debt is calculated as follows: |
(in millions) | June 30, | December 31, | ||||||
2015 | 2014 | |||||||
Debt | $ | 135.0 | $ | 137.3 | ||||
Less: Cash and cash equivalents | 47.4 | 50.1 | ||||||
Net debt | $ | 87.6 | $ | 87.2 |