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)) |
Emerging growth company | ¨ |
Item 2.02 | Results of Operations and Financial Condition |
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description |
99 |
TREDEGAR CORPORATION | ||
(Registrant) | ||
Date: March 19, 2019 | By: | /s/ D. Andrew Edwards |
D. Andrew Edwards | ||
Vice President and Chief Financial Officer |
• | Operating profit from ongoing operations for PE Films of $9.3 million was $1.3 million lower than the fourth quarter of 2017 |
• | Operating profit from ongoing operations for Aluminum Extrusions of $13.5 million was $4.3 million higher than the fourth quarter of 2017 |
• | Operating profit from ongoing operations for Flexible Packaging Films of $3.3 million was $2.5 million higher than the fourth quarter of 2017 |
Three Months Ended | Favorable/ | Year Ended | Favorable/ | |||||||||||||||||
(In thousands, except percentages) | December 31, | (Unfavorable) | December 31, | (Unfavorable) | ||||||||||||||||
2018 | 2017 | % Change | 2018 | 2017 | % Change | |||||||||||||||
Sales volume (lbs) | 29,064 | 35,076 | (17.1)% | 123,583 | 138,999 | (11.1)% | ||||||||||||||
Net sales | $ | 80,311 | $ | 86,686 | (7.4)% | $ | 332,488 | $ | 352,459 | (5.7)% | ||||||||||
Operating profit from ongoing operations | $ | 9,324 | $ | 10,581 | (11.9)% | $ | 36,181 | $ | 41,546 | (12.9)% |
• | Lower contribution to profits from Personal Care primarily due to lower volume and unfavorable product mix ($3.8 million), partially offset by the net favorable impact of the timing of resin cost passthroughs ($0.7 million), productivity improvements ($0.6 million) and lower selling, general and administrative costs ($0.5 million); |
• | Slightly higher contribution to profits from Surface Protection, primarily due to a one-time benefit from replacement sales associated with prior quality claims ($1.9 million), partially offset by lower volume net of volume-based higher selling prices (net unfavorable impact of $1.6 million); and |
• | Realized cost savings associated with the North American consolidation of our PE Films manufacturing facilities completed in 2017 ($0.5 million). |
• | Lower sales in Personal Care primarily due to the same factors described in the fourth quarter discussion; and |
• | Slightly lower sales in Surface Protection caused by lower volume and the adverse impact of quality claims, partially offset by higher volume-based selling prices. |
• | Lower contribution to profits from Personal Care, primarily due to lower volume and unfavorable product mix ($9.3 million), partially offset by volume-based higher selling pricing ($2.2 million), lower fixed and selling, general and administrative costs ($1.1 million), the timing of resin cost passthroughs ($0.7 million), productivity improvements ($0.3 million) and net favorable impact from the change in U.S. Dollar value of currencies for operations outside of the U.S. ($0.8 million); |
• | Lower contribution to profits from Surface Protection, primarily due to lower volumes and unfavorable product mix ($4.1 million), the adverse impact of quality claims ($1.3 million), higher fixed and other |
• | Realized cost savings associated with the North American consolidation of our PE Films manufacturing facilities completed in 2017 ($2.4 million). |
Three Months Ended | Favorable/ (Unfavorable) % Change | Year Ended | Favorable/ (Unfavorable) % Change | ||||||||||||||||
(In thousands, except percentages) | December 31, | December 31, | |||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||||
Sales volume (lbs) | 24,718 | 23,656 | 4.5% | 98,994 | 89,325 | 10.8% | |||||||||||||
Net sales | $ | 33,364 | $ | 28,430 | 17.4% | $ | 123,830 | $ | 108,355 | 14.3% | |||||||||
Operating profit (loss) from ongoing operations | $ | 3,274 | $ | 766 | 327.4% | $ | 9,892 | $ | (2,626 | ) | n/a |
• | Significantly lower depreciation and amortization of $2.2 million resulting from the $101 million non-cash asset impairment loss recognized in the fourth quarter of 2017; |
• | A benefit from higher volume ($1.4 million) and favorable tax incentives ($0.6 million), partially offset by the unfavorable impact of mix and higher resin costs, net of higher selling prices ($0.2 million); |
• | Higher fixed and other manufacturing costs and selling, general and administrative costs, primarily related to higher volume ($1.2 million); |
• | Favorable foreign currency translation of Real-denominated operating costs ($0.7 million), which was offset by a $0.5 million loss on foreign currency forward contracts that partially hedged Real-denominated operating costs; and |
• | Unfavorable net foreign currency transaction impact ($0.6 million) resulting from foreign currency transaction losses of $0.4 million in the fourth quarter of 2018 and gains of $0.2 million in the fourth quarter of 2017. |
• | Significantly lower depreciation and amortization of $8.9 million resulting from the $101 million non-cash asset impairment loss recognized in the fourth quarter of 2017; |
• | A benefit from higher volume ($5.5 million) and favorable tax incentives ($1.3 million), partially offset by the unfavorable impact of mix and higher resin costs, net of higher selling prices ($2.2 million); |
• | Higher fixed and other manufacturing costs and selling, general and administrative costs, primarily related to higher volume ($2.0 million); |
• | Favorable foreign currency translation of Real-denominated operating costs ($3.2 million), which was offset by a $1.7 million loss on foreign currency forward contracts that partially hedged Real-denominated operating costs; and |
• | Unfavorable net foreign currency transaction impact ($0.6 million) resulting from foreign currency transaction losses of $0.8 million in 2018 and losses of $0.2 million in 2017. |
Three Months Ended | Favorable/ | Year Ended | Favorable/ | |||||||||||||||||
(In thousands, except percentages) | December 31, | (Unfavorable) | December 31, | (Unfavorable) | ||||||||||||||||
2018 | 2017 | % Change | 2018 | 2017 | % Change | |||||||||||||||
Sales volume (lbs) * | 60,674 | 50,564 | 20.0% | 190,696 | 176,269 | 8.2% | ||||||||||||||
Net sales | $ | 152,672 | $ | 121,877 | 25.3% | $ | 573,126 | $ | 466,833 | 22.8% | ||||||||||
Operating profit from ongoing operations | $ | 13,527 | $ | 9,253 | 46.2% | $ | 48,613 | $ | 43,454 | 11.9% | ||||||||||
*Sales volume for the years ended December 31, 2018 and 2017 excludes sales volume of 33,170 lbs. and 23,166 lbs., respectively, associated with Futura Industries Corporation (“Futura”), which was acquired on February 15, 2017. |
• | Higher sales volume ($5.1 million), slightly offset by less favorable mix associated with continued inefficiencies at the Niles, Michigan facility ($0.6 million); |
• | A benefit for inventories accounted for under the LIFO method ($1.0 million) in the fourth quarter of 2018 versus a charge ($1.3 million) in the fourth quarter of 2017; |
• | Higher costs associated with externally-sourced metal purchases ($0.9 million) due to cast house maintenance; and |
• | Higher headcount for manufacturing management associated with higher volume ($0.8 million) and higher freight and selling, general and administrative costs ($0.8 million). |
• | Higher volume ($5.1 million) and favorable mix ($5.8 million), which were offset by higher employee-related costs ($5.2 million), higher supplies and maintenance ($2.3 million), higher freight ($1.7 million), higher utilities, primarily in the first quarter of 2018 at the Newnan, Georgia facility ($0.9 million), and higher depreciation ($0.9 million). |
• | loss or gain of sales to significant customers on which our business is highly dependent; |
• | inability to achieve sales to new customers to replace lost business; |
• | ability to develop and deliver new products at competitive prices; |
• | failure of our customers to achieve success or maintain market share; |
• | failure to protect our intellectual property rights; |
• | risks of doing business in countries outside the U.S. that affect our substantial international operations; |
• | political, economic, and regulatory factors concerning our products; |
• | uncertain economic conditions in countries in which we do business; |
• | competition from other manufacturers, including manufacturers in lower-cost countries and manufacturers benefiting from government subsidies; |
• | impact of fluctuations in foreign exchange rates; |
• | a change in the amount of our underfunded defined benefit (pension) plan liability; |
• | an increase in the operating costs incurred by our operating companies, including, for example, the cost of raw materials and energy; |
• | inability to successfully identify, complete or integrate strategic acquisitions; failure to realize the expected benefits of such acquisitions and assumption of unanticipated risks in such acquisitions; |
• | disruption to our manufacturing facilities; |
• | occurrence or threat of extraordinary events, including natural disasters and terrorist attacks; |
• | an information technology system failure or breach; |
• | volatility and uncertainty of the value of our cost-basis investment in kaléo; |
• | the impact of new tariffs or duties imposed as a result of rising trade tensions between the U.S. and other countries; |
• | failure to establish and maintain effective internal control over financial reporting; |
Tredegar Corporation | ||||||||||||||||
Condensed Consolidated Statements of Income | ||||||||||||||||
(In Thousands, Except Per-Share Data) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Sales | $ | 275,707 | $ | 245,836 | $ | 1,065,471 | $ | 961,330 | ||||||||
Other income (expense), net (b) (d) (e) | 18,927 | 13,658 | 30,459 | 51,713 | ||||||||||||
294,634 | 259,494 | 1,095,930 | 1,013,043 | |||||||||||||
Cost of goods sold (b) | 218,521 | 197,995 | 849,756 | 767,550 | ||||||||||||
Freight | 9,360 | 8,843 | 36,027 | 33,683 | ||||||||||||
Selling, R&D and general expenses (b) | 26,432 | 25,794 | 103,990 | 101,673 | ||||||||||||
Amortization of identifiable intangibles | 900 | 1,647 | 3,976 | 6,198 | ||||||||||||
Pension and postretirement benefits | 2,597 | 2,548 | 10,406 | 10,193 | ||||||||||||
Interest expense | 1,163 | 1,591 | 5,702 | 6,170 | ||||||||||||
Asset impairments and costs associated with exit and disposal activities (b) | 1,113 | 101,835 | 2,913 | 102,488 | ||||||||||||
Goodwill impairment charge (c) | — | — | 46,792 | — | ||||||||||||
260,086 | 340,253 | 1,059,562 | 1,027,955 | |||||||||||||
Income (loss) before income taxes | 34,548 | (80,759 | ) | 36,368 | (14,912 | ) | ||||||||||
Income tax expense (benefit) (f) | 8,391 | (62,830 | ) | 11,526 | (53,163 | ) | ||||||||||
Net income (loss) | $ | 26,157 | $ | (17,929 | ) | $ | 24,842 | $ | 38,251 | |||||||
Earnings (loss) per share: | ||||||||||||||||
Basic | $ | 0.79 | $ | (0.54 | ) | $ | 0.75 | $ | 1.16 | |||||||
Diluted | $ | 0.79 | $ | (0.54 | ) | $ | 0.75 | $ | 1.16 | |||||||
Shares used to compute earnings (loss) per share: | ||||||||||||||||
Basic | 33,103 | 32,948 | 33,068 | 32,946 | ||||||||||||
Diluted | 33,112 | 32,948 | 33,092 | 32,951 |
Tredegar Corporation | ||||||||||||||||
Net Sales and Operating Profit by Segment | ||||||||||||||||
(In Thousands) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Net Sales | ||||||||||||||||
PE Films | $ | 80,311 | $ | 86,686 | $ | 332,488 | $ | 352,459 | ||||||||
Flexible Packaging Films | 33,364 | 28,430 | 123,830 | 108,355 | ||||||||||||
Aluminum Extrusions | 152,672 | 121,877 | 573,126 | 466,833 | ||||||||||||
Total net sales | 266,347 | 236,993 | 1,029,444 | 927,647 | ||||||||||||
Add back freight | 9,360 | 8,843 | 36,027 | 33,683 | ||||||||||||
Sales as shown in the Consolidated Statements of Income | $ | 275,707 | $ | 245,836 | $ | 1,065,471 | $ | 961,330 | ||||||||
Operating Profit | ||||||||||||||||
PE Films: | ||||||||||||||||
Ongoing operations | $ | 9,324 | $ | 10,581 | $ | 36,181 | $ | 41,546 | ||||||||
Plant shutdowns, asset impairments, restructurings and other (b) | (1,363 | ) | (1,015 | ) | (5,905 | ) | (4,905 | ) | ||||||||
Goodwill impairment charge (c) | — | — | (46,792 | ) | — | |||||||||||
Flexible Packaging Films: | ||||||||||||||||
Ongoing operations | 3,274 | 766 | 9,892 | (2,626 | ) | |||||||||||
Plant shutdowns, asset impairments, restructurings and other (b) | (45 | ) | (101,254 | ) | (45 | ) | (89,398 | ) | ||||||||
Aluminum Extrusions: | ||||||||||||||||
Ongoing operations | 13,527 | 9,253 | 48,613 | 43,454 | ||||||||||||
Plant shutdowns, asset impairments, restructurings and other (b) | (109 | ) | 3,468 | (505 | ) | 321 | ||||||||||
Total | 24,608 | (78,201 | ) | 41,439 | (11,608 | ) | ||||||||||
Interest income | 79 | 39 | 369 | 209 | ||||||||||||
Interest expense | 1,163 | 1,591 | 5,702 | 6,170 | ||||||||||||
Gain on investment in kaléo accounted for under fair value method (d) | 18,700 | 9,000 | 30,600 | 33,800 | ||||||||||||
Loss on sale of investment property (e) | (38 | ) | — | (38 | ) | — | ||||||||||
Unrealized loss on investment property (e) | — | — | 186 | — | ||||||||||||
Stock option-based compensation costs | 415 | 111 | 1,221 | 264 | ||||||||||||
Corporate expenses, net (b) | 7,223 | 9,895 | 28,893 | 30,879 | ||||||||||||
Income (loss) before income taxes | 34,548 | (80,759 | ) | 36,368 | (14,912 | ) | ||||||||||
Income tax expense (benefit) (f) | 8,391 | (62,830 | ) | 11,526 | (53,163 | ) | ||||||||||
Net income (loss) | $ | 26,157 | $ | (17,929 | ) | $ | 24,842 | $ | 38,251 |
Tredegar Corporation | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
(In Thousands) | ||||||||
(Unaudited) | ||||||||
December 31, 2018 | December 31, 2017 | |||||||
Assets | ||||||||
Cash & cash equivalents | $ | 34,397 | $ | 36,491 | ||||
Accounts & other receivables, net | 124,727 | 120,135 | ||||||
Income taxes recoverable | 6,783 | 32,080 | ||||||
Inventories | 93,810 | 86,907 | ||||||
Prepaid expenses & other | 9,564 | 8,224 | ||||||
Total current assets | 269,281 | 283,837 | ||||||
Property, plant & equipment, net | 228,369 | 223,091 | ||||||
Investment in kaléo (cost basis of $7,500) | 84,600 | 54,000 | ||||||
Identifiable intangible assets, net | 36,295 | 40,552 | ||||||
Goodwill | 81,404 | 128,208 | ||||||
Deferred income tax assets | 3,412 | 16,636 | ||||||
Other assets | 4,012 | 9,419 | ||||||
Total assets | $ | 707,373 | $ | 755,743 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Accounts payable | $ | 112,758 | $ | 108,391 | ||||
Accrued expenses | 42,495 | 42,433 | ||||||
Total current liabilities | 155,253 | 150,824 | ||||||
Long-term debt | 101,500 | 152,000 | ||||||
Pension and other postretirement benefit obligations, net | 88,124 | 98,837 | ||||||
Deferred income tax liabilities | — | 2,123 | ||||||
Other noncurrent liabilities | 7,639 | 8,179 | ||||||
Shareholders’ equity | 354,857 | 343,780 | ||||||
Total liabilities and shareholders’ equity | $ | 707,373 | $ | 755,743 |
Tredegar Corporation | ||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||
(In Thousands) | ||||||||
(Unaudited) | ||||||||
Year Ended December 31, | ||||||||
2018 | 2017 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 24,842 | $ | 38,251 | ||||
Adjustments for noncash items: | ||||||||
Depreciation | 29,828 | 34,079 | ||||||
Amortization of identifiable intangibles | 3,976 | 6,198 | ||||||
Goodwill impairment charge | 46,792 | — | ||||||
Deferred income taxes | 8,626 | (36,414 | ) | |||||
Accrued pension and postretirement benefits | 10,406 | 10,193 | ||||||
(Gain) loss on investment in kaléo accounted for under the fair value method | (30,600 | ) | (33,800 | ) | ||||
Loss on asset impairments | 223 | 101,282 | ||||||
(Gain) loss on sale of assets | (46 | ) | 553 | |||||
Gain from insurance recoveries | — | (5,261 | ) | |||||
Changes in assets and liabilities: | ||||||||
Accounts and other receivables | (11,883 | ) | (10,566 | ) | ||||
Inventories | (9,577 | ) | (9,128 | ) | ||||
Income taxes recoverable/payable | 25,018 | (24,449 | ) | |||||
Prepaid expenses and other | (1,924 | ) | (784 | ) | ||||
Accounts payable and accrued expenses | 5,571 | 21,123 | ||||||
Pension and postretirement benefit plan contributions | (8,907 | ) | (5,829 | ) | ||||
Other, net | 5,449 | 2,767 | ||||||
Net cash provided by operating activities | 97,794 | 88,215 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (40,814 | ) | (44,362 | ) | ||||
Acquisitions, net of cash acquired | — | (87,110 | ) | |||||
Return of escrowed funds relating to acquisition earn-out | 4,250 | — | ||||||
Sale of investment property | 1,384 | — | ||||||
Insurance proceeds from cast house explosion | — | 5,739 | ||||||
Proceeds from the sale of assets and other | 1,098 | 129 | ||||||
Net cash used in investing activities | (34,082 | ) | (125,604 | ) | ||||
Cash flows from financing activities: | ||||||||
Borrowings | 76,750 | 190,750 | ||||||
Debt principal payments | (127,250 | ) | (133,750 | ) | ||||
Dividends paid | (14,592 | ) | (14,532 | ) | ||||
Proceeds from exercise of stock options and other | 1,004 | 695 | ||||||
Net cash provided by (used) in financing activities | (64,088 | ) | 43,163 | |||||
Effect of exchange rate changes on cash | (1,718 | ) | 1,206 | |||||
Increase (decrease) in cash and cash equivalents | (2,094 | ) | 6,980 | |||||
Cash and cash equivalents at beginning of period | 36,491 | 29,511 | ||||||
Cash and cash equivalents at end of period | $ | 34,397 | $ | 36,491 |
(In millions, except per share data) | Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Net income (loss) as reported under GAAP | $ | 26.2 | $ | (17.9 | ) | $ | 24.8 | $ | 38.3 | |||||||
After-tax effects of: | ||||||||||||||||
Losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||||
Terphane asset impairment loss | — | 87.2 | — | 87.2 | ||||||||||||
Other | 1.2 | 0.5 | 3.8 | 1.4 | ||||||||||||
(Gains) losses from sale of assets and other: | ||||||||||||||||
Unrealized (gain) loss associated with the investment in kaléo | (14.7 | ) | (5.8 | ) | (23.9 | ) | (24.0 | ) | ||||||||
Gain associated with the settlement of an escrow agreement | — | — | — | (11.9 | ) | |||||||||||
Tax benefit from Terphane worthless stock deductions | — | (53.4 | ) | — | (61.4 | ) | ||||||||||
Tax benefit from adjustments of net deferred income tax liabilities under new U.S. tax law | — | (4.4 | ) | — | (4.4 | ) | ||||||||||
Other | 1.5 | 0.2 | 4.4 | 4.9 | ||||||||||||
Goodwill impairment charge | — | — | 38.2 | — | ||||||||||||
Net income from ongoing operations | $ | 14.2 | $ | 6.4 | $ | 47.3 | $ | 30.1 | ||||||||
Earnings (loss) per share as reported under GAAP (diluted) | 0.79 | (0.54 | ) | 0.75 | 1.16 | |||||||||||
After-tax effects per diluted share of: | ||||||||||||||||
Losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||||
Terphane asset impairment loss | — | 2.65 | — | 2.65 | ||||||||||||
Other | 0.04 | 0.01 | 0.12 | 0.04 | ||||||||||||
(Gains) losses from sale of assets and other: | ||||||||||||||||
Unrealized (gain) loss associated with the investment in kaléo | (0.44 | ) | (0.18 | ) | (0.72 | ) | (0.73 | ) | ||||||||
Gain associated with the settlement of an escrow agreement | — | — | — | (0.36 | ) | |||||||||||
Tax benefit from Terphane worthless stock deductions | — | (1.62 | ) | — | (1.86 | ) | ||||||||||
Tax benefit from adjustments of net deferred income tax liabilities under new U.S. tax law | — | (0.13 | ) | — | (0.13 | ) | ||||||||||
Other | 0.04 | 0.01 | 0.13 | 0.14 | ||||||||||||
Goodwill impairment charge | — | — | 1.15 | — | ||||||||||||
Earnings per share from ongoing operations (diluted) | 0.43 | 0.20 | 1.43 | 0.91 |
• | Pretax charges of $0.9 million associated with the shutdown of PE Films’ manufacturing facility in Shanghai, China, which consists of severance and other employee-related costs of $0.5 million ($0.1 million included in “Cost of goods sold” in the condensed consolidated statements of income), accelerated depreciation of $0.1 million (included in “Cost of goods sold” in the condensed consolidated statements of income) and other facility consolidation-related expenses of $0.3 million; |
• | Pretax charges of $0.5 million associated with business development projects (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income and “Corporate expenses, net” in the statement of net sales and operating profit by segment); |
• | Pretax charges of $0.3 million for severance and other employee-related costs associated with restructurings in PE Films; |
• | Pretax charges of $0.3 million related to estimated excess costs associated with the ramp-up of new product offerings and additional expenses related to strategic capacity expansion projects by PE Films (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.5 million for professional fees associated with the implementation of new accounting guidance and analysis and revisions to the Company’s internal control over financial reporting (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income); |
• | Pretax income of $0.3 million (included in “Other income (expense), net” in the condensed consolidated statements of income) from the reversal of a PE Films’ contingent liability related to the acquisition of Bright View Technologies; |
• | Pretax charges of $0.1 million related to expected future environmental costs at the aluminum extrusions manufacturing facility in Carthage, Tennessee (included in “Cost of goods sold” in the condensed consolidated statements of income); and |
• | Pretax charges of $0.1 million related to a fire that occurred in the fourth quarter of 2018 at the PE Films facility in Retsag, Hungary (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income). |
• | Pretax charges of $3.3 million associated with the shutdown of PE Films’ manufacturing facility in Shanghai, China, which consists of severance and other employee-related costs of $2.2 million ($0.4 million included in “Cost of goods sold” in the condensed consolidated statements of income), accelerated depreciation of $0.6 million (included in “Cost of goods sold” in the condensed consolidated statements of income) and other facility consolidation-related expenses of $0.5 million ($0.1 million included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $2.0 million related to estimated excess costs associated with the ramp-up of new product offerings and additional expenses related to strategic capacity expansion projects by PE Films (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.8 million for professional fees associated with the Terphane Limitada worthless stock deduction, the impairment of assets of Flexible Packaging Films, determining the effect of the new U.S. federal income tax law, and a market study for PE Films (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income); |
• | Pretax charges of $0.8 million for severance and other employee-related costs associated with restructurings in PE Films ($0.7 million) and Aluminum Extrusions ($0.1 million); |
• | Pretax charges of $0.5 million associated with business development projects (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income and “Corporate expenses, net” in the statement of net sales and operating profit by segment); |
• | Pretax charges of $0.3 million related to expected future environmental costs at the aluminum extrusions manufacturing facility in Carthage, Tennessee (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.5 million for professional fees associated with the implementation of new accounting guidance and analysis and revisions to the Company’s internal control over financial reporting (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income); |
• | Pretax income of $0.3 million (included in “Other income (expense), net” in the condensed consolidated statements of income) from the reversal of a PE Films’ contingent liability related to the acquisition of Bright View Technologies; |
• | Pretax charges of $0.1 million related to wind damage that occurred in the third quarter of 2018 at the aluminum extrusions manufacturing facility in Elkhart, Indiana (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income); and |
• | Pretax charges of $0.1 million related to a fire that occurred in the fourth quarter of 2018 at the PE Films facility in Retsag, Hungary (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income). |
• | Pretax charges of $101.3 million related to the impairment of assets at Flexible Packaging Films. During the fourth quarter of 2017, in conjunction with annual business planning as well as valuation activities and other efforts, the Company determined that the carrying value of Terphane’s remaining long-lived assets were impaired (Terphane’s goodwill was written off in 2015). Accordingly, the Company wrote down these assets based on an enterprise valuation for all of Terphane of approximately $30 million; |
• | Pretax income of $5.1 million, related to the explosion that occurred in the second quarter of 2016 at the aluminum extrusions manufacturing facility in Newnan, Georgia, which includes the recognition of a gain on the involuntary conversion of an asset of $5.3 million for insurance proceeds used for the replacement of capital equipment (included in “Other income (expense), net” in the condensed consolidated statements of income), partially offset by excess production costs of $0.2 million (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.6 million for estimated excess costs associated with the ramp-up of new product offerings and additional expenses related to strategic capacity expansion projects by PE Films (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $1.5 million related to expected future environmental costs at the aluminum extrusions manufacturing facilities in Carthage, Tennessee and Newnan, Georgia (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.8 million at Corporate related to expected future environmental costs at various shutdown facilities (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $1.3 million associated with business development projects (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income and “Corporate expenses, net” in the statement of net sales and operating profit by segment); |
• | Pretax charges of $0.4 million for professional fees associated with the Terphane Limitada worthless stock deduction and impairment of assets of Flexible Packaging Films; |
• | Pretax charges of $0.3 million associated with asset impairments at PE Films’ Hungary facility; and |
• | Pretax charges of $0.3 million for severance and other employee-related costs associated with restructurings in PE Films ($0.1 million), Aluminum Extrusions ($0.1 million) and Corporate ($0.1 million) (included in “Corporate expenses, net” in the statement of net sales and operating profit by segment). |
• | Pretax charges of $101.3 million related to the impairment of assets at Flexible Packaging Films. During the fourth quarter of 2017, in conjunction with annual business planning as well as valuation activities and other efforts, the Company determined that the carrying value of Terphane’s remaining long-lived assets were impaired (Terphane’s goodwill was written off in 2015). Accordingly, the Company wrote down these assets based on an enterprise valuation for all of Terphane of approximately $30 million; |
• | Pretax income of $11.9 million related to the settlement of an escrow arrangement established upon the acquisition of Terphane in 2011 (included in “Other income (expense), net” in the condensed consolidated statements of income). In settling the escrow arrangement, the Company assumed the risk of the claims (and associated legal fees) against which the escrow previously secured the Company. While the ultimate amount of such claims is unknown, the Company |
• | Pretax charges of $3.3 million related to the acquisition of Futura, i) associated with accounting adjustments of $1.7 million made to the value of inventory sold by Aluminum Extrusions after its acquisition of Futura (included in “Cost of goods sold” in the condensed consolidated statements of income), ii) acquisition costs of $1.5 million and iii) integration costs of $0.1 million (both ii and iii included in “Selling, R&D and general expenses” in the condensed consolidated statements of income), offset by pretax income of $0.7 million related to the fair valuation of an earnout provision (included in “Other income (expense), net” in the condensed consolidated statements of income); |
• | Pretax charges of $4.1 million related to estimated excess costs associated with the ramp-up of new product offerings and additional expenses related to strategic capacity expansion projects by PE Films of $3.6 million and by Aluminum Extrusions of $0.5 million (both included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax income of $5.6 million related to the explosion that occurred in the second quarter of 2016 at the aluminum extrusions manufacturing facility in Newnan, Georgia, including the recognition of a gain on the involuntary conversion of an asset of $5.3 million for insurance proceeds used for the replacement of capital equipment (included in “Other income (expense), net” in the condensed consolidated statements of income) and the recovery of excess production costs of $0.6 million incurred in 2016 for which recovery from insurance carriers was not previously considered to be reasonably assured (included in “Cost of goods sold” in the condensed consolidated statements of income), partially offset by excess production costs of $0.2 million (included in “Cost of goods sold” in the condensed consolidated statements of income) and legal and consulting fees of $0.1 million (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income); |
• | Pretax charges of $0.8 million associated with the consolidation of domestic PE Films’ manufacturing facilities, which consists of asset impairments of $0.1 million, accelerated depreciation of $0.3 million (included in “Cost of goods sold” in the condensed consolidated statements of income) and other facility consolidation-related expenses of $0.5 million (included in “Cost of goods sold” in the condensed consolidated statements of income), offset by pretax income of $0.1 million related to a reduction of severance and other employee-related accrued costs; |
• | Pretax charges of $2.4 million associated with business development projects (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income and “Corporate expenses, net” in the statements of net sales and operating profit by segment); |
• | Pretax charges of $1.9 million related to expected future environmental costs at the aluminum extrusions manufacturing facilities in Carthage, Tennessee and Newnan, Georgia (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.8 million at Corporate related to expected future environmental costs at various shutdown facilities (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.7 million for severance and other employee-related costs associated with restructurings in PE Films ($0.2 million), Aluminum Extrusions ($0.1 million) and Corporate ($0.4 million) (included in “Corporate expenses, net” in the statements of net sales and operating profit by segment); |
• | Pretax charges of $0.4 million for professional fees associated with the Terphane Limitada worthless stock deduction and impairment of assets of Flexible Packaging Films; |
• | Pretax charges of $0.3 million associated with asset impairments at PE Films’ Hungary facility; and |
• | Pretax charges of $0.2 million associated with the settlement of customer claims and the shutdown of the aluminum extrusions manufacturing facility in Kentland, Indiana. |
(f) | During 2018, the Company recorded a deferred tax expense of $0.6 million as a valuation allowance to offset deferred tax assets related to capital losses which the Company does not believe are more likely than not to be recognized prior to expiration of the carryover period. During the fourth quarter of 2017, in conjunction with annual business planning as well as valuation activities and other efforts, the Company claimed an ordinary loss for U.S. federal and state income tax purposes of $153 million for the write-off of the stock basis of Terphane Limitada (Terphane’s Brazilian entity). The Terphane Limitada worthless stock deduction resulted in an overall reduction of Tredegar’s U.S. income tax liability by approximately $49 million. Tax benefits of $36 million were realized in 2018, with most of the remaining balance of $13 million expected to be realized in cash in 2019. During the second quarter of 2017, the Company recognized a worthless stock deduction for Terphane, Inc. (Terphane’s U.S. affiliate), which resulted in an income tax benefit recognized of $8.1 million. Also during the second quarter of 2017, the Company recognized a net tax benefit of $0.4 million associated with additional U.S. tax related to the repatriation of cash from Brazil in the third quarter of 2016 offset by the reversal of related tax contingencies. |
(g) | Net debt is calculated as follows: |
(in millions) | December 31, 2018 | December 31, 2017 | ||||||
Debt | $ | 101.5 | $ | 152.0 | ||||
Less: Cash and cash equivalents | 34.4 | 36.5 | ||||||
Net debt | $ | 67.1 | $ | 115.5 |
(In millions) | Pre-Tax | Taxes Expense (Benefit) | After-Tax | Effective Tax Rate | ||||||||||
Three Months Ended December 31, 2018 | (a) | (b) | (b)/(a) | |||||||||||
Net income (loss) reported under GAAP | $ | 34.5 | $ | 8.4 | $ | 26.2 | 24.3 | % | ||||||
Losses associated with plant shutdowns, asset impairments and restructurings | 1.3 | 0.1 | 1.2 | |||||||||||
(Gains) losses from sale of assets and other | (17.2 | ) | (4.0 | ) | (13.2 | ) | ||||||||
Net income from ongoing operations | $ | 18.6 | $ | 4.5 | $ | 14.2 | 23.8 | % | ||||||
Three Months Ended December 31, 2017 | ||||||||||||||
Net income reported under GAAP | $ | (80.8 | ) | $ | (62.9 | ) | $ | (17.9 | ) | 77.8 | % | |||
Losses associated with plant shutdowns, asset impairments and restructurings | 101.8 | 14.1 | 87.7 | |||||||||||
(Gains) losses from sale of assets and other | (9.5 | ) | 53.9 | (63.4 | ) | |||||||||
Net income from ongoing operations | $ | 11.5 | $ | 5.1 | $ | 6.4 | 44.4 | % | ||||||
Twelve Months Ended December 31, 2018 | ||||||||||||||
Net income (loss) reported under GAAP | $ | 36.4 | $ | 11.5 | $ | 24.8 | 31.7 | % | ||||||
Losses associated with plant shutdowns, asset impairments and restructurings | 4.1 | 0.2 | 3.8 | |||||||||||
(Gains) losses from sale of assets and other | (25.9 | ) | (6.4 | ) | (19.5 | ) | ||||||||
Goodwill impairment charge | 46.8 | 8.6 | 38.2 | |||||||||||
Net income from ongoing operations | $ | 61.4 | $ | 13.9 | $ | 47.3 | 22.8 | % | ||||||
Twelve Months Ended December 31, 2017 | ||||||||||||||
Net income reported under GAAP | $ | (14.9 | ) | $ | (53.2 | ) | $ | 38.3 | 356.5 | % | ||||
Losses associated with plant shutdowns, asset impairments and restructurings | 103.3 | 14.7 | 88.6 | |||||||||||
(Gains) losses from sale of assets and other | (39.1 | ) | 57.7 | (96.8 | ) | |||||||||
Net income from ongoing operations | $ | 49.3 | $ | 19.2 | $ | 30.1 | 39.0 | % |