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: February 22, 2018 | By: | /s/ D. Andrew Edwards |
D. Andrew Edwards | ||
Vice President and Chief Financial Officer |
• | Operating profit from ongoing operations for PE Films of $10.6 million was $7.8 million higher than the fourth quarter of 2016 |
• | Operating profit from ongoing operations for Bonnell Aluminum of $9.3 million (including $2.0 million associated with the acquisition of Futura) was $0.8 million lower than the fourth quarter of 2016 |
• | Operating profit from ongoing operations for Flexible Packaging Films of $0.8 million was $0.2 million higher than the fourth quarter of 2016 |
• | Operating profit from ongoing operations for PE Films of $41.5 million was $15.2 million higher than 2016 |
• | Operating profit from ongoing operations for Bonnell Aluminum of $43.5 million (including $8.2 million associated with the acquisition of Futura) was $5.7 million higher than 2016 |
• | Flexible Packaging Films incurred an operating loss from ongoing operations of $2.6 million, which was unfavorable by $4.4 million versus 2016 |
Three Months Ended | Favorable/ | Year Ended | Favorable/ | |||||||||||||||||
(In thousands, except percentages) | December 31, | (Unfavorable) | December 31, | (Unfavorable) | ||||||||||||||||
2017 | 2016 | % Change | 2017 | 2016 | % Change | |||||||||||||||
Sales volume (lbs) | 35,076 | 32,806 | 6.9% | 138,999 | 139,020 | —% | ||||||||||||||
Net sales | $ | 86,686 | $ | 79,672 | 8.8% | $ | 352,459 | $ | 331,146 | 6.4% | ||||||||||
Operating profit from ongoing operations | $ | 10,581 | $ | 2,748 | 285.0% | $ | 41,546 | $ | 26,312 | 57.9% |
• | An increase in surface protection films revenue ($6.1 million) primarily due to continued strong demand in the LCD market; and |
• | Higher volume and favorable sales mix for acquisition distribution layer materials and overwrap products in personal care materials ($0.8 million). |
• | Higher contribution to profits from surface protection films ($4.4 million), primarily due to higher volume and production efficiencies; |
• | Higher contribution to profits from personal care materials, primarily due to higher volume and favorable mix ($1.8 million); |
• | A benefit of $1.1 million for inventories accounted for under the last-in first-out (“LIFO”) method in the fourth quarter of 2017 versus a charge of $0.9 million in 2016; |
• | Higher net general, selling and plant expenses ($1.0 million), primarily associated with strategic hires and an increase in employee incentive costs, and higher resin costs ($0.3 million) caused by supply chain disruptions associated with major storms during the third quarter of 2017; |
• | Realized cost savings of $1.2 million associated with the recently completed project to consolidate domestic manufacturing facilities in PE Films (“North American facility consolidation”); and |
• | The favorable impact from the change in the U.S. Dollar value of currencies for operations outside the U.S. ($0.3 million). |
• | Higher sales from surface protection films ($15.1 million), primarily due to higher volume and a favorable sales mix; and |
• | Higher volume for acquisition distribution layer materials and overwrap products, and a favorable sales mix in personal care materials ($12.0 million), partially offset by volume reductions from the winding down of known lost business in personal care that was substantially completed by the end of 2016 ($6.2 million). |
• | Higher contribution to profits from surface protection films ($12.3 million), primarily due to higher volume, a favorable sales mix, and production efficiencies; |
• | Higher contribution to profits from personal care materials, primarily due to improved volume, production efficiencies and favorable pricing ($7.3 million), partially offset by known lost business ($2.1 million); |
• | A benefit for inventories accounted for under the LIFO method of $1.1 million in 2017 versus a charge of $0.9 million in 2016; and |
• | Higher net general, selling and plant expenses ($7.3 million), primarily associated with strategic hires and an increase in employee incentive costs, partially offset by realized cost savings of $3.1 million associated with the North American facility consolidation. |
Three Months Ended | Favorable/ (Unfavorable) % Change | Year Ended | Favorable/ (Unfavorable) % Change | ||||||||||||||||
(In thousands, except percentages) | December 31, | December 31, | |||||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||||||
Sales volume (lbs) | 23,656 | 23,484 | 0.7% | 89,325 | 89,706 | (0.4)% | |||||||||||||
Net sales | $ | 28,430 | $ | 27,140 | 4.8% | $ | 108,355 | $ | 108,028 | 0.3% | |||||||||
Operating profit (loss) from ongoing operations | $ | 766 | $ | 591 | 29.6% | $ | (2,626 | ) | $ | 1,774 | n/a |
• | Lower production, primarily due to numerous intermittent power outages during the third quarter ($0.5 million), and lower average sales price ($1.6 million), partially offset by a favorable sales mix ($1.5 million); |
• | Higher raw material costs of $1.8 million in 2017 that could not be passed through to customers due to competitive pressures versus a benefit from lower raw material costs of $1.2 million in 2016; |
• | Foreign currency transaction losses primarily associated with U.S. Dollar denominated export sales in Brazil of $0.2 million in 2017 versus foreign currency transaction losses of $3.5 million in 2016; |
• | Higher costs and expenses of $3.2 million primarily related to the adverse impact of high inflation in Brazil and the appreciation by approximately 9% of the average exchange rate for the Brazilian Real relative to the U.S. Dollar; and |
• | Higher depreciation and amortization costs ($0.9 million). |
Three Months Ended | Favorable/ | Year Ended | Favorable/ | |||||||||||||||||
(In thousands, except percentages) | December 31, | (Unfavorable) | December 31, | (Unfavorable) | ||||||||||||||||
2017 | 2016 | % Change | 2017 | 2016 | % Change | |||||||||||||||
Sales volume (lbs) * | 43,671 | 43,114 | 1.3% | 176,269 | 172,986 | 1.9% | ||||||||||||||
Net sales | $ | 121,877 | $ | 90,111 | 35.3% | $ | 466,833 | $ | 360,098 | 29.6% | ||||||||||
Operating profit from ongoing operations | $ | 9,253 | $ | 10,008 | (7.5)% | $ | 43,454 | $ | 37,794 | 15.0% | ||||||||||
*Excludes sales volume for Futura, which was acquired on February 15, 2017. |
• | Increased operating costs, including utilities and employee-related expenses and higher depreciation ($1.4 million); |
• | Higher costs associated with the startup of the new press at the Niles, Michigan plant, resulting from disruptions to normal plant production ($1.0 million); |
• | A charge for inventories accounted for under the LIFO method of $1.3 million in the fourth quarter of 2017 versus a benefit of $0.5 million in 2016; and |
• | Higher volume and inflation-related sales prices ($1.4 million benefit). |
• | Higher volume and inflation-related sales prices ($7.3 million benefit); |
• | Increased operating costs, including utilities and employee-related expenses and higher depreciation ($3.9 million); |
• | Higher costs associated with the startup of the new press at the Niles, Michigan plant, resulting from disruptions to normal plant production ($4.3 million); and |
• | A charge for inventories accounted for under the LIFO method of $1.3 million in 2017 versus a benefit of $0.5 million in 2016. |
• | 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 investment in kaléo; |
• | possibility of the imposition of tariffs on imported aluminum billet used in our aluminum extrusions; |
• | impact of the TCJA, including interpretations and determinations by tax authorities; |
Tredegar Corporation | ||||||||||||||||
Condensed Consolidated Statements of Income | ||||||||||||||||
(In Thousands, Except Per-Share Data) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Sales | $ | 245,836 | $ | 204,772 | $ | 961,330 | $ | 828,341 | ||||||||
Other income (expense), net (b) (c) (d) | 13,658 | 900 | 51,713 | 2,381 | ||||||||||||
259,494 | 205,672 | 1,013,043 | 830,722 | |||||||||||||
Cost of goods sold (b) | 200,014 | 169,122 | 775,628 | 668,626 | ||||||||||||
Freight | 8,843 | 7,849 | 33,683 | 29,069 | ||||||||||||
Selling, R&D and general expenses (b) | 26,323 | 23,390 | 103,788 | 94,876 | ||||||||||||
Amortization of identifiable intangibles | 1,647 | 1,013 | 6,198 | 3,978 | ||||||||||||
Interest expense | 1,591 | 888 | 6,170 | 3,806 | ||||||||||||
Asset impairments and costs associated with exit and disposal activities (b) | 101,835 | 329 | 102,488 | 2,684 | ||||||||||||
340,253 | 202,591 | 1,027,955 | 803,039 | |||||||||||||
Income (loss) before income taxes | (80,759 | ) | 3,081 | (14,912 | ) | 27,683 | ||||||||||
Income tax expense (benefit) (e) | (62,830 | ) | 1,353 | (53,163 | ) | 3,217 | ||||||||||
Net income (loss) | $ | (17,929 | ) | $ | 1,728 | $ | 38,251 | $ | 24,466 | |||||||
Earnings (loss) per share: | ||||||||||||||||
Basic | $ | (0.54 | ) | $ | 0.05 | $ | 1.16 | $ | 0.75 | |||||||
Diluted | $ | (0.54 | ) | $ | 0.05 | $ | 1.16 | $ | 0.75 | |||||||
Shares used to compute earnings (loss) per share: | ||||||||||||||||
Basic | 32,948 | 32,856 | 32,946 | 32,762 | ||||||||||||
Diluted | 32,948 | 32,900 | 32,951 | 32,775 |
Tredegar Corporation | ||||||||||||||||
Net Sales and Operating Profit by Segment | ||||||||||||||||
(In Thousands) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net Sales | ||||||||||||||||
PE Films | $ | 86,686 | $ | 79,672 | $ | 352,459 | $ | 331,146 | ||||||||
Flexible Packaging Films | 28,430 | 27,140 | 108,355 | 108,028 | ||||||||||||
Aluminum Extrusions | 121,877 | 90,111 | 466,833 | 360,098 | ||||||||||||
Total net sales | 236,993 | 196,923 | 927,647 | 799,272 | ||||||||||||
Add back freight | 8,843 | 7,849 | 33,683 | 29,069 | ||||||||||||
Sales as shown in the Consolidated Statements of Income | $ | 245,836 | $ | 204,772 | $ | 961,330 | $ | 828,341 | ||||||||
Operating Profit | ||||||||||||||||
PE Films: | ||||||||||||||||
Ongoing operations | $ | 10,581 | $ | 2,748 | $ | 41,546 | $ | 26,312 | ||||||||
Plant shutdowns, asset impairments, restructurings and other (b) | (1,015 | ) | (924 | ) | (4,905 | ) | (4,602 | ) | ||||||||
Flexible Packaging Films: | ||||||||||||||||
Ongoing operations | 766 | 591 | (2,626 | ) | 1,774 | |||||||||||
Plant shutdowns, asset impairments, restructurings and other (b) | (101,254 | ) | (214 | ) | (89,398 | ) | (214 | ) | ||||||||
Aluminum Extrusions: | ||||||||||||||||
Ongoing operations | 9,253 | 10,008 | 43,454 | 37,794 | ||||||||||||
Plant shutdowns, asset impairments, restructurings and other (b) | 3,468 | (1,582 | ) | 321 | (741 | ) | ||||||||||
Total | (78,201 | ) | 10,627 | (11,608 | ) | 60,323 | ||||||||||
Interest income | 39 | 103 | 209 | 261 | ||||||||||||
Interest expense | 1,591 | 888 | 6,170 | 3,806 | ||||||||||||
Gain on investment in kaléo accounted for under fair value method (c) | 9,000 | 1,800 | 33,800 | 1,600 | ||||||||||||
Unrealized loss on investment property (d) | — | 1,032 | — | 1,032 | ||||||||||||
Stock option-based compensation costs | 111 | 32 | 264 | 56 | ||||||||||||
Corporate expenses, net (b) | 9,895 | 7,497 | 30,879 | 29,607 | ||||||||||||
Income (loss) before income taxes | (80,759 | ) | 3,081 | (14,912 | ) | 27,683 | ||||||||||
Income tax expense (benefit) (e) | (62,830 | ) | 1,353 | (53,163 | ) | 3,217 | ||||||||||
Net income (loss) | $ | (17,929 | ) | $ | 1,728 | $ | 38,251 | $ | 24,466 |
Tredegar Corporation | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
(In Thousands) | ||||||||
(Unaudited) | ||||||||
December 31, 2017 | December 31, 2016 | |||||||
Assets | ||||||||
Cash & cash equivalents | $ | 36,491 | $ | 29,511 | ||||
Accounts & other receivables, net | 120,135 | 97,388 | ||||||
Income taxes recoverable | 32,080 | 7,518 | ||||||
Inventories | 86,907 | 66,069 | ||||||
Prepaid expenses & other | 8,224 | 7,738 | ||||||
Total current assets | 283,837 | 208,224 | ||||||
Property, plant & equipment, net | 223,091 | 260,725 | ||||||
Investment in kaléo (cost basis of $7,500) | 54,000 | 20,200 | ||||||
Identifiable intangible assets, net | 40,552 | 33,601 | ||||||
Goodwill | 128,208 | 117,822 | ||||||
Deferred income tax assets | 16,636 | 584 | ||||||
Other assets | 9,419 | 10,006 | ||||||
Total assets | $ | 755,743 | $ | 651,162 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Accounts payable | $ | 108,391 | $ | 81,342 | ||||
Accrued expenses | 42,433 | 38,647 | ||||||
Total current liabilities | 150,824 | 119,989 | ||||||
Long-term debt | 152,000 | 95,000 | ||||||
Pension and other postretirement benefit obligations, net | 98,837 | 95,370 | ||||||
Deferred income tax liabilities | 2,123 | 21,110 | ||||||
Other noncurrent liabilities | 8,179 | 8,910 | ||||||
Shareholders’ equity | 343,780 | 310,783 | ||||||
Total liabilities and shareholders’ equity | $ | 755,743 | $ | 651,162 |
Tredegar Corporation | ||||||||
Condensed Consolidated Statement of Cash Flows | ||||||||
(In Thousands) | ||||||||
(Unaudited) | ||||||||
Year Ended December 31, | ||||||||
2017 | 2016 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 38,251 | $ | 24,466 | ||||
Adjustments for noncash items: | ||||||||
Depreciation | 34,079 | 28,494 | ||||||
Amortization of identifiable intangibles | 6,198 | 3,978 | ||||||
Deferred income taxes | (36,414 | ) | (3,689 | ) | ||||
Accrued pension and postretirement benefits | 10,193 | 11,047 | ||||||
(Gain) loss on investment in kaléo accounted for under the fair value method | (33,800 | ) | (1,600 | ) | ||||
Loss on asset impairments | 101,282 | 1,436 | ||||||
(Gain) loss on sale of assets | 553 | (220 | ) | |||||
Gain from insurance recoveries | (5,261 | ) | (1,634 | ) | ||||
Changes in assets and liabilities: | ||||||||
Accounts and other receivables | (10,566 | ) | 92 | |||||
Inventories | (9,128 | ) | 1,127 | |||||
Income taxes recoverable/payable | (24,449 | ) | (7,061 | ) | ||||
Prepaid expenses and other | (784 | ) | (1,914 | ) | ||||
Accounts payable and accrued expenses | 21,123 | 161 | ||||||
Pension and postretirement benefit plan contributions | (5,829 | ) | (8,061 | ) | ||||
Other, net | 2,767 | 2,250 | ||||||
Net cash provided by operating activities | 88,215 | 48,872 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (44,362 | ) | (45,457 | ) | ||||
Acquisitions, net of cash acquired | (87,110 | ) | — | |||||
Insurance proceeds from cast house explosion | 5,739 | 1,156 | ||||||
Proceeds from the sale of assets and other | 129 | 2,308 | ||||||
Net cash used in investing activities | (125,604 | ) | (41,993 | ) | ||||
Cash flows from financing activities: | ||||||||
Borrowings | 190,750 | 96,750 | ||||||
Debt principal payments | (133,750 | ) | (105,750 | ) | ||||
Dividends paid | (14,532 | ) | (14,456 | ) | ||||
Debt financing costs | — | (2,606 | ) | |||||
Proceeds from exercise of stock options and other | 695 | 2,313 | ||||||
Net cash provided by (used) in financing activities | 43,163 | (23,749 | ) | |||||
Effect of exchange rate changes on cash | 1,206 | 2,225 | ||||||
Increase (decrease) in cash and cash equivalents | 6,980 | (14,645 | ) | |||||
Cash and cash equivalents at beginning of period | 29,511 | 44,156 | ||||||
Cash and cash equivalents at end of period | $ | 36,491 | $ | 29,511 |
(In millions, except per share data) | Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net income (loss) as reported under GAAP | $ | (17.9 | ) | $ | 1.7 | $ | 38.3 | $ | 24.5 | |||||||
After-tax effects of: | ||||||||||||||||
Losses associated with plant shutdowns, asset impairments and restructurings: | ||||||||||||||||
Terphane asset impairment loss | 87.2 | — | 87.2 | — | ||||||||||||
Other | 0.5 | 0.5 | 1.4 | 3.1 | ||||||||||||
(Gains) losses from sale of assets and other: | ||||||||||||||||
Unrealized (gain) loss associated with the investment in kaléo | (5.8 | ) | (1.4 | ) | (24.0 | ) | (1.2 | ) | ||||||||
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 * | 0.2 | 2.6 | 4.9 | (3.7 | ) | |||||||||||
Net income from ongoing operations | $ | 6.4 | $ | 3.4 | $ | 30.1 | $ | 22.7 | ||||||||
Earnings (loss) per share as reported under GAAP (diluted) | $ | (0.54 | ) | $ | 0.05 | $ | 1.16 | $ | 0.75 | |||||||
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 | 0.01 | 0.01 | 0.04 | 0.09 | ||||||||||||
(Gains) losses from sale of assets and other: | ||||||||||||||||
Unrealized (gain) loss associated with the investment in kaléo | (0.18 | ) | (0.04 | ) | (0.73 | ) | (0.04 | ) | ||||||||
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 * | 0.01 | 0.08 | 0.14 | (0.11 | ) | |||||||||||
Earnings per share from ongoing operations (diluted) | $ | 0.20 | $ | 0.10 | $ | 0.91 | $ | 0.69 | ||||||||
* Full year 2016 includes $6.4 million ($0.20 per share) net tax benefit from excess foreign tax credits related to the repatriation of cash from operations in Brazil. See Note (e) for additional details. ** Amounts on a cash basis are $48.5 million and $56.6 million, respectively, reduced for the deduction applicable to the 21% U.S. corporate federal income tax rate effective in 2018 under the U.S. Tax Cuts and Jobs Act. |
• | Pre-tax 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; |
• | Pre-tax 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). |
• | Pre-tax 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 believes that it is reasonably possible that it could be liable for some portion of these claims, and currently estimates the amount of such future claims at approximately $3.5 million; |
• | 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. |
• | Net pretax charges of $0.7 million related to the explosion that occurred in the second quarter of 2016 at the aluminum extrusions manufacturing facility in Newnan, Georgia, which consists of excess production costs for which recovery from insurance is not assured of $0.6 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 severance and other employee-related costs of $0.3 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 $0.2 million (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.6 million associated with the acquisition of Futura Industries by Bonnell Aluminum (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income); |
• | Pretax charges of $0.5 million related to expected future environmental costs at the aluminum extrusions manufacturing facility in Newnan, Georgia (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.3 million related to the settlement of contingencies associated with the application of prior period Brazilian value-added tax credits in Flexible Packaging Films (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.2 million associated with asset impairments in PE Films; |
• | Net pretax gain of $0.1 million related to contractual indemnifications associated with the anticipated settlement of a Terphane pre-acquisition contingency (included in “Other income (expense), net” in the condensed consolidated statements of income); and |
• | Net pretax gain of $0.1 million, associated with the shutdown of the aluminum extrusions manufacturing facility in Kentland, Indiana, which includes a pretax gain of $0.2 million related to the sale of the property, partially offset by pretax charges of $0.1 million associated with the shutdown of this facility. |
• | Net pretax income of $0.4 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 $1.9 million for a portion of the insurance recoveries approved by the insurer to begin the replacement of capital equipment, offset by the impairment of equipment damaged by the explosion of $0.3 million (net amount included in “Other income (expense), net” in the condensed consolidated statements of income) and other costs related to the explosion that are not recoverable from insurance of $0.6 million (included in “Selling, R&D and general expenses”) and excess production costs for which recovery from insurance is not assured of $0.6 million (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $4.3 million associated with the consolidation of domestic PE Films’ manufacturing facilities, which consists of severance and other employee-related costs of $1.2 million, asset impairments of $0.4 million, 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 $2.0 million ($1.6 million is included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.4 million associated with a business development project (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 ($0.1 million) and Corporate ($0.2 million) (included in “Corporate expenses, net” in the statement of net sales and operating profit by segment); |
• | Pretax charges of $0.6 million associated with the acquisition of Futura Industries by Bonnell Aluminum (included in “Selling, R&D and general expenses” in the condensed consolidated statements of income); |
• | Pretax charges of $0.5 million related to expected future environmental costs at the aluminum extrusions manufacturing facility in Newnan, Georgia (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.3 million related to contingencies associated with the application of prior period Brazilian value-added tax credits in Flexible Packaging Films (included in “Cost of goods sold” in the condensed consolidated statements of income); |
• | Pretax charges of $0.2 million associated with asset impairments in PE Films; |
• | Net pretax gain of $0.1 million related to contractual indemnifications associated with the anticipated settlement of a Terphane pre-acquisition contingency (included in “Other income (expense), net” in the condensed consolidated statements of income); and |
• | Net pretax charge of $0.1 million, associated with the shutdown of the aluminum extrusions manufacturing facility in Kentland, Indiana, which includes a pretax gain of $0.2 million related to the sale of the property, partially offset by pretax charges of $0.3 million associated with the shutdown of this facility. |
(e) | 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 is estimated to result in an overall reduction of Tredegar’s U.S. income tax liability of approximately $49 million. Approximately $36 million of the benefit is expected to be realized in cash in 2018 with the balance of $13 million expected to be realized in cash mostly in 2019. The full net tax benefit expected from the Terphane Limitada worthless stock deduction of $49 million was accrued during the fourth quarter of 2017 and reflected as a reduction to Tredegar’s consolidated income tax expense. 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. The 2016 low effective tax rate is primarily due to the $6.4 million tax benefit from excess foreign tax credits that are related to the repatriation of cash from Brazil. |
(f) | Net debt is calculated as follows: |
(in millions) | December 31, 2017 | December 31, 2016 | ||||||
Debt | $ | 152.0 | $ | 95.0 | ||||
Less: Cash and cash equivalents | 36.5 | 29.5 | ||||||
Net debt | $ | 115.5 | $ | 65.5 |
(In millions) | Pre-Tax | Taxes Expense (Benefit) | After-Tax | Effective Tax Rate | ||||||||||
Three Months Ended December 31, 2017 | (a) | (b) | (b)/(a) | |||||||||||
Net income (loss) 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 | |||||||||||
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 | % | ||||||
Three Months Ended December 31, 2016 | ||||||||||||||
Net income reported under GAAP | $ | 3.1 | $ | 1.4 | $ | 1.7 | 43.9 | % | ||||||
Losses associated with plant shutdowns, asset impairments and restructurings | 0.8 | 0.3 | 0.5 | |||||||||||
Losses from sale of assets and other | 1.2 | — | 1.2 | |||||||||||
Net income from ongoing operations | $ | 5.1 | $ | 1.7 | $ | 3.4 | 31.4 | % | ||||||
Twelve Months Ended December 31, 2017 | ||||||||||||||
Net income (loss) 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 | % | ||||||
Twelve Months Ended December 31, 2016 | ||||||||||||||
Net income reported under GAAP | $ | 27.7 | $ | 3.2 | $ | 24.5 | 11.6 | % | ||||||
Losses associated with plant shutdowns, asset impairments and restructurings | 4.9 | 1.8 | 3.1 | |||||||||||
Losses from sale of assets and other | 0.6 | 5.5 | (4.9 | ) | ||||||||||
Goodwill impairment charge | — | — | — | |||||||||||
Net income from ongoing operations | $ | 33.2 | $ | 10.5 | $ | 22.7 | 31.6 | % |