SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM 10-Q

(Mark One)

 ___              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
/ X /             OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 1998

                                       OR

 ___              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
/  /              OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from                       to
                                -------------------       ----------------------

                         Commission file number 1-10258

                            Tredegar Industries, Inc.
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             (Exact Name of Registrant as Specified in its Charter)

        Virginia                                        54-1497771
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  (State or Other Jurisdiction of                     (I.R.S. Employer
  Incorporation or Organization)                     Identification No.)

1100 Boulders Parkway
Richmond, Virginia                                          23225
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(Address of Principal Executive Offices)                 (Zip Code)

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

        Indicate  by check  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes   X      No
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        The number of shares of Common Stock,  no par value,  outstanding  as of
October 31, 1998: 36,142,942.



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.


                            Tredegar Industries, Inc.
                           Consolidated Balance Sheets
                                 (In Thousands)
                                   (Unaudited)
Sept. 30, Dec. 31, 1998 1997 -------- -------- Assets Current assets: Cash and cash equivalents $ 23,287 $120,065 Accounts and notes receivable 94,764 69,672 Inventories 32,526 20,008 Income taxes recoverable - 294 Deferred income taxes 8,652 8,722 Prepaid expenses and other 3,596 4,369 -------- --------- Total current assets 162,825 223,130 -------- --------- Property, plant and equipment, at cost 349,391 283,995 Less accumulated depreciation and amortization 195,612 183,397 -------- --------- Net property, plant and equipment 153,779 100,598 -------- --------- Other assets and deferred charges 94,089 67,134 Goodwill and other intangibles 32,975 20,075 -------- --------- Total assets $443,668 $410,937 ======== ========= Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 51,013 $ 33,168 Accrued expenses 38,827 39,618 Income taxes payable 1,642 - -------- --------- Total current liabilities 91,482 72,786 Long-term debt 25,000 30,000 Deferred income taxes 27,634 22,108 Other noncurrent liabilities 8,058 13,497 -------- --------- Total liabilities 152,174 138,391 -------- --------- Shareholders' equity: Common stock, no par value 93,874 115,291 Common stock held in trust for savings restoration plan (1,212) (1,020) Unrealized gain on available-for-sale securities 688 5,020 Foreign currency translation adjustment (3,031) (37) Retained earnings 201,175 153,292 -------- -------- Total shareholders' equity 291,494 272,546 -------- -------- Total liabilities and shareholders' equity $443,668 $410,937 ======== ========
See accompanying notes to financial statements. 2 Tredegar Industries, Inc. Consolidated Statements of Income (In Thousands) (Unaudited)
Third Quarter Nine Months Ended Sept. 30 Ended Sept. 30 -------------------------- -------------------------- 1998 1997 1998 1997 --------- -------- --------- -------- Revenues: Net sales $ 186,638 $ 155,058 $ 513,244 $433,372 Other income (expense), net (246) 3,798 3,055 11,701 --------- -------- --------- -------- Total 186,392 158,856 516,299 445,073 --------- -------- --------- -------- Costs and expenses: Cost of goods sold 148,309 122,403 405,880 343,658 Selling, general and administrative 9,892 9,438 28,868 26,928 Research and development 3,374 3,220 10,321 9,667 Interest 266 456 952 1,598 Unusual items - - (765) (2,250) --------- -------- --------- -------- Total 161,841 135,517 445,256 379,601 --------- -------- --------- -------- Income from continuing operations before income taxes 24,551 23,339 71,043 65,472 Income taxes 8,591 8,202 22,626 23,034 --------- -------- --------- -------- Income from continuing operations 15,960 15,137 48,417 42,438 Income from discontinued operations 3,421 - 3,421 - --------- -------- --------- -------- Net income $ 19,381 $ 15,137 $ 51,838 $ 42,438 ========= ======== ========= ========= Earnings per share: Basic: Continuing operations $ .44 $ .41 $ 1.33 $ 1.15 Discontinued operations .09 - .09 - --------- -------- --------- -------- Net income $ .53 $ .41 $ 1.42 $ 1.15 ========= ======== ========= ======== Diluted: Continuing operations $ .41 $ .38 $ 1.24 $ 1.08 Discontinued operations .09 - .09 - --------- -------- --------- -------- Net income $ .50 $ .38 $ 1.33 $ 1.08 ========= ======== ========= ======== Shares used to compute earnings per share: Basic 36,351 36,918 36,483 36,813 Diluted 38,582 39,762 38,966 39,474 Dividends per share $ .04 $ .03 $ .11 $ .083
See accompanying notes to financial statements. 3 Tredegar Industries, Inc. Consolidated Statements of Cash Flows (In Thousands) (Unaudited)
Nine Months Ended Sept. 30 ------------------ 1998 1997 -------- --------- Cash flows from operating activities: Net income $51,838 $ 42,438 Adjustments for noncash items: Depreciation 15,897 13,773 Amortization of intangibles 120 39 Deferred income taxes 2,043 40 Accrued pension income and postretirement benefits (2,833) (3,129) Gain related to discontinued operations (5,346) - Gain on sale of technology-related investments (2,041) (9,668) Gain on divestitures (765) (2,250) Changes in assets and liabilities, net of effects from acquisitions and divestitures: Accounts and notes receivable (4,197) (10,721) Inventories (2,010) 2,929 Income taxes recoverable 294 1,642 Prepaid expenses and other 921 (1,169) Accounts payable 5,852 10,517 Accrued expenses and income taxes payable (3,144) 5,569 Other, net (1,870) (227) -------- --------- Net cash provided by operating activities 54,759 49,783 -------- --------- Cash flows from investing activities: Capital expenditures (24,269) (14,640) Acquisitions (net of cash acquired of $1,097 in 1998; excludes equity issued of $11,219 in 1998) (60,883) (13,469) Investments (27,121) (12,987) Proceeds from the sale of investments 2,919 10,511 Proceeds from property disposals and divestitures 740 2,637 Other, net (1,140) (314) -------- --------- Net cash used in investing activities (109,754) (28,262) -------- --------- Cash flows from financing activities: Dividends paid (3,955) (3,069) Repayments of debt (5,000) (5,000) Repurchases of Tredegar common stock (36,460) (1,932) Tredegar common stock purchased by trust for savings restoration plan (192) (744) Proceeds from exercise of stock options (including related income tax benefits realized by Tredegar) 3,824 1,964 -------- --------- Net cash used in financing activities (41,783) (8,781) -------- --------- (Decrease) increase in cash and cash equivalents (96,778) 12,740 Cash and cash equivalents at beginning of period 120,065 101,261 -------- --------- Cash and cash equivalents at end of period $23,287 $114,001 ======== =========
See accompanying notes to financial statements. 4 TREDEGAR INDUSTRIES, INC. NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of management, the accompanying consolidated financial statements of Tredegar Industries, Inc. and Subsidiaries ("Tredegar") contain all adjustments necessary to present fairly, in all material respects, Tredegar's consolidated financial position as of September 30, 1998, and the consolidated results of their operations and their cash flows for the nine months ended September 30, 1998 and 1997. All such adjustments are deemed to be of a normal recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Tredegar's Annual Report on Form 10-K for the year ended December 31, 1997. The results of operations for the nine months ended September 30, 1998, are not necessarily indicative of the results to be expected for the full year. On May 20, 1998, Tredegar's Board of Directors declared a three-for-one stock split payable on July 1, 1998, to shareholders of record on June 15, 1998. Accordingly, all historical references to per-share amounts, shares repurchased and the shares used to compute earnings per share have been restated to reflect the split. 2. Unusual items in 1998 include a first-quarter pretax gain of $765,000 on the sale of APPX Software. Income taxes include a tax benefit of $2 million related to the sale, including a tax benefit for the excess of APPX Software's income tax basis over its financial reporting basis. Unusual items in 1997 include a gain of $2.25 million related to the redemption of preferred stock received in connection with the 1996 divestiture of Molded Products. Income and earnings per share from continuing operations, adjusted for unusual items and technology-related investment activities affecting the comparability of operating results, are presented below:
(In Thousands Except Per-Share Amounts) Third Quarter Nine Months Ended Sept. 30 Ended Sept. 30 ------------------ ------------------ 1998 1997 1998 1997 -------- --------- -------- --------- Income from continuing operations $ 15,960 $ 15,137 $ 48,417 $ 42,438 After-tax effect of unusual items: Gain on sale of APPX Software - - (2,766) - Redemption of preferred stock received in connection with the divestiture of Molded Products - - - (1,440) -------- --------- -------- --------- Income from continuing operations as adjusted for unusual items 15,960 15,137 45,651 40,998 After-tax effect of technology-related net investment (gains) losses 395 (2,117) (707) (6,187) -------- --------- -------- --------- Income from continuing operations as adjusted for unusual items and technology-related investment activities $ 16,355 $ 13,020 $ 44,944 $ 34,811 ======== ========= ======== ========= Diluted earnings per share from continuing operations: As reported $ .41 $ .38 $ 1.24 $ 1.08 As adjusted for unusual items .41 .38 1.17 1.04 As adjusted for unusual items and technology-related investment activities .42 .33 1.15 .88
5 3. Discontinued operations includes a net after-tax gain of $3.4 million related to the reversal of an accrued liability that was established to cover future payments to the United Mine Workers of America Combined Benefit Fund. Tredegar was relieved of this liability, which was incurred by its discontinued coal business, as a result of a recent U.S. Supreme Court ruling. 4. The carrying value of technology-related investments (included in "Other assets" in the consolidated balance sheet) was $53 million ($52.7 million cost basis) at September 30, 1998, and $33.5 million ($25.8 million cost basis) at December 31, 1997. The excess of the carrying value over the cost basis is related to available-for-sale securities stated at their closing market price, with unrealized holding gains excluded from earnings and reported net of deferred income taxes in shareholders' equity until realized. The estimated fair value of technology-related investments was $61.4 million at September 30, 1998, and $40.8 million at December 31, 1997. 5. Comprehensive income, defined as net income and other comprehensive income, was $10.7 million for the third quarter of 1998 and $18.7 million for the third quarter of 1997. Comprehensive income was $44.5 million for the first nine months of 1998 and $45.6 million for the first nine months of 1997. Other comprehensive income includes changes in unrealized gains and losses on available-for-sale securities and foreign currency translation adjustments recorded net of deferred income taxes directly in shareholders' equity. 6. The components of inventories are as follows:
(In Thousands) Sept. 30 Dec. 31 1998 1997 -------------- -------------- Finished goods $4,723 $1,865 Work-in-process 3,778 2,340 Raw materials 16,181 9,297 Stores, supplies and other 7,844 6,506 -------------- -------------- Total $32,526 $20,008 -------------- --------------
7. Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income by the weighted average common and potentially dilutive common equivalent shares outstanding, determined as follows:
(In Thousands) Third Quarter Nine Months Ended Sept. 30 Ended Sept. 30 ------------------- ------------------ 1998 1997 1998 1997 ---------- -------- -------- -------- Weighted average shares outstanding used to compute basic earnings per share 36,351 36,918 36,483 36,813 Incremental shares issuable upon the assumed exercise of stock options 2,231 2,844 2,483 2,661 ---------- -------- -------- -------- Shares used to compute diluted earnings per share 38,582 39,762 38,966 39,474 ---------- -------- -------- --------
6 Incremental shares issuable upon the assumed exercise of outstanding stock options are computed using the average market price during the related period. 8. On February 13, 1998, Tredegar completed a "Dutch auction" tender offer in which it repurchased 1,508,772 shares of its common stock for $32.7 million or $21.67 per share (excluding transaction costs). Since becoming an independent company in 1989, Tredegar has repurchased a total of 20.2 million shares, or 36% of its issued and outstanding common stock, for $115.2 million ($5.69 per share). As of September 30, 1998, under a standing authorization from its board of directors, Tredegar may purchase an additional four million shares in the open market or in privately negotiated transactions at prices management deems appropriate. 9. On June 11, 1998, Tredegar acquired Canada-based Exal Aluminum Inc. ("Exal"). Exal operates two aluminum extrusion plants in Pickering, Ontario and Aurora, Ontario. Both facilities manufacture extrusions for distribution, transportation, electrical, machinery and equipment, and building and construction markets. The Pickering facility also produces aluminum logs and billet for internal use and for sale to customers. On February 6, 1998, Tredegar acquired two Canada-based aluminum extrusion and fabrication plants from Reynolds Metals Company ("Reynolds"). The plants are located in Ste-Therese, Quebec, and Richmond Hill, Ontario. Both facilities manufacture products used primarily in building and construction, transportation, electrical, machinery and equipment, and consumer durables markets. On May 30, 1997, Tredegar acquired an aluminum extrusion and fabrication plant in El Campo, Texas, from Reynolds. The El Campo facility extrudes and fabricates products used primarily in transportation, electrical and consumer durables markets. These acquisitions were accounted for using the purchase method. No goodwill arose from the acquisitions of the former Reynolds plants since the estimated fair value of the identifiable net assets acquired equaled the purchase price. Goodwill (the excess of the purchase price over the estimated fair value of identifiable net assets acquired) of $13 million was recorded on the acquisition of Exal and is being amortized on a straight-line basis over 40 years. The operating results for the five plants have been included in the consolidated statements of income since the dates acquired. 7 Pro forma financial information with respect to these acquisitions for the first six months of 1998 and all of 1997 was filed on Form 8-K on August 19, 1998. Selected historical and pro forma results for the first nine months of 1998 and all of 1997 as if the acquisitions occurred at the beginning of 1997, are summarized below: Tredegar Industries, Inc. Selected Historical and Pro Forma Financial Information (In Thousands Except Per-Share Amounts) (Unaudited)
Nine Months Ended Sept. 30, 1998 1997 ------------------- ------------------ Histor- Pro Histor- Pro ical Forma ical Forma ---------- -------- -------- -------- Net sales $ 513,244 $559,043 $581,004 $ 743,226 EBITDA 84,181 86,942 89,443 98,881 Depreciation 15,897 16,984 18,364 22,635 Amortization of intangibles 120 264 50 377 Capital expenditures 24,269 24,622 22,655 23,559 Net income from continuing operations as adjusted for unusual items and technology-related investment activities 44,944 45,234 48,124 48,613 Related diluted earnings per share 1.15 1.15 1.22 1.22 Shares used to compute diluted EPS 38,966 39,306 39,534 39,914
10. The Financial Accounting Standards Board has issued new standards affecting the accounting for derivative instruments and hedging activities and disclosures of information about business segments, pensions and other postretirement benefits. These standards are not expected to significantly change Tredegar's operating results, financial condition or disclosures when adopted. Each of the new standards will be adopted in the fourth quarter of 1998, except for the derivatives and hedging standard which will be adopted in the first quarter of 2000. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Third Quarter 1998 Compared with Third Quarter 1997 Income from continuing operations for the third quarter of 1998 was $16 million or 41 cents per share, up from $15.1 million or 38 cents per share in the third quarter of 1997 (all per share amounts in this analysis are expressed on a diluted basis). Results for 1998 include net losses from technology-related investment activities of $618,000 ($395,000 after income taxes or 1 cent per share). Results for 1997 include net gains from technology-related investment activities of $3.3 million ($2.1 million after income taxes or 5 cents per share). Income from continuing operations excluding unusual items and technology-related investment activities for the third quarter of 1998 was $16.4 million or 42 cents per share, up from $13 million or 33 cents per share in the third quarter of 1997. The improvement in quarterly earnings was driven by Tredegar's aluminum extrusions business, where profits were up 40% due to continued volume growth and acquisitions. Tredegar operates eight aluminum plants in the U.S. and Canada, five of which have been acquired since May 1997 (see Note 9 on page 7). Lower losses at Molecumetics, Tredegar's drug discovery subsidiary, also contributed to the improved results. Profits in the company's plastics operations were relatively flat due primarily to weakness in Asian markets and higher costs related to new product introductions. See Notes 2, 4, 8 and 9 on pages 5 through 7 for further information on items affecting the comparability of operating results and technology-related investments. Third-quarter net sales increased 20% in 1998. Excluding revenue from aluminum companies acquired in 1998, sales were down 3.5% for the quarter due primarily to lower plastic film exports to Asian markets and lower selling prices. The lower selling prices reflect a decline in plastic resin and aluminum ingot costs and pricing pressure in Asia. Aluminum extrusion volume and contract research revenues at Molecumetics were up for the period. In addition to acquisitions, higher aluminum volume was driven by strength in all building and construction markets and sales to distributors. The gross profit margin during the third quarter of 1998 decreased to 20.5% from 21.1% in 1997 due primarily to acquisitions in Aluminum Extrusions. The acquired businesses generally have lower margins than those realized in Film Products. Higher contract research revenues had a positive impact on margins. Selling, general and administrative (SG&A) expenses in the third quarter of 1998 were $9.9 million, up from $9.4 million in 1997. As a percentage of sales, SG&A expenses declined to 5.3% in 1998 compared with 6.1% in 1997. The company's savings plan restoration charges were lower by $1.3 million due to a decrease in Tredegar's stock price during the third quarter of 1998 compared to an increase for the same period in 1997. Research and development expenses increased by $154,000 or 5% due to higher spending at Molecumetics. 9 Interest income, which is included in "Other income (expense), net" in the consolidated statements of income, decreased in the third quarter of 1998 by $1.1 million to $218,000 due to a lower average cash equivalents balance (see Liquidity and Capital Resources on page 13). The average tax-equivalent yield earned on cash equivalents was approximately 5.6% in 1998 and 5.7% in 1997. Interest expense decreased by $190,000 during the period due primarily to higher capitalized interest from higher capital expenditures and lower average debt outstanding. The effective tax rate, excluding unusual items and technology-related investment activities, was approximately 35% in the third quarters of 1998 and 1997, as the impact of a decline in average tax-exempt investments was offset by a lower effective state income tax rate. Nine Months 1998 Compared with Nine Months 1997 Income from continuing operations for the first nine months of 1998 was $48.4 million or $1.24 per share, up from $42.4 million or $1.08 per share in the first nine months of 1997. Results for 1998 include an unusual gain of $765,000 ($2.8 million after income taxes or 7 cents per share) on the sale of APPX Software on January 16, 1998. Results for 1997 include an unusual gain of $2.25 million ($1.4 million after income taxes or 4 cents per share) related to the redemption of preferred stock received in connection with the 1996 divestiture of Molded Products. In addition, results include net gains from technology-related investment activities of $1.1 million ($707,000 after income taxes or 2 cents per share) in 1998 and $9.7 million ($6.2 million after income taxes or 16 cents per share) in 1997. Income from continuing operations excluding unusual items and technology-related investment activities for the first nine months of 1998 was $44.9 million or $1.15 per share, up from $34.8 million or 88 cents per share in the first nine months of 1997. Continued volume growth and acquisitions in Aluminum Extrusions, higher profits in Film Products and higher contract research revenues at Molecumetics drove the improved operating earnings. Film Products profit improved in most markets except Asia, where year-to-date profits have declined by approximately $3 million. See Notes 2, 4, 8 and 9 on pages 5 through 7 for further information on items affecting the comparability of operating results and technology-related investments. Net sales increased 18% in the first nine months of 1998 compared to 1997. Excluding revenue from aluminum companies acquired in 1998, sales were down slightly for the period due primarily to lower plastic film exports to Asian markets and lower selling prices. The lower selling prices reflect a decline in plastic resin and aluminum ingot costs and pricing pressure in Asia. Aluminum extrusion volume and contract research revenues at Molecumetics were up for the period. In addition to acquisitions, higher aluminum volume was driven by strength in all building and construction markets and sales to distributors. The gross profit margin during the first nine months of 1998 was 20.9%, up from 20.7% in 1997 due primarily to material efficiencies in nonwoven film laminates, partially offset by the impact of acquisitions in Aluminum Extrusions. The acquired businesses generally have lower margins than those generated by Film Products. Higher contract research revenues also had a positive impact on margins. 10 Selling, general and administrative (SG&A) expenses in the first nine months of 1998 were $28.9 million, up from $26.9 million in 1997. As a percentage of sales, SG&A expenses declined to 5.6% in 1998 compared with 6.2% in 1997. The company's savings plan restoration charges were lower by $1.2 million due to a decrease in Tredegar's stock price for the first nine months of 1998 compared to an increase for the same period in 1997. Research and development expenses increased by $654,000 or 7% due to higher spending at Molecumetics. Interest income, which is included in "Other income (expense), net" in the consolidated statements of income, decreased in the first nine months of 1998 by $1.7 million or 46% due to a lower average cash equivalents balance (see Liquidity and Capital Resources on page 13). The average tax-equivalent yield earned on cash equivalents was approximately 5.7% in 1998 and 1997. Interest expense decreased by $646,000 during the period due primarily to higher capitalized interest from higher capital expenditures, the 1997 writeoff of deferred financing costs related to the refinancing of Tredegar's revolving credit facility, and lower average debt outstanding. The effective tax rate, excluding unusual items and technology-related investment activities, was approximately 35% in the first nine months of 1998 and 1997, as the impact of a decline in average tax-exempt investments was offset by a lower effective state income tax rate. 11 Segment Results The following tables present Tredegar's net sales and operating profit by segment for the third quarter and nine months ended September 30, 1998 and 1997. Net Sales by Segment (In Thousands) (Unaudited)
Third Quarter Nine Months Ended Sept. 30 Ended Sept. 30 ------------------- ------------------- 1998 1997 1998 1997 ---------- -------- --------- --------- Film Products and Fiberlux $ 72,878 $ 78,046 $ 223,990 $231,703 Aluminum Extrusions 112,440 75,401 285,238 198,938 Technology: Molecumetics 1,320 1,117 3,987 1,333 Other - 494 29 1,398 ---------- --------- --------- --------- Total net sales $186,638 $155,058 $ 513,244 $433,372 ========== ========= ========= =========
Operating Profit by Segment (In Thousands) (Unaudited)
Third Quarter Nine Months Ended Sept. 30 Ended Sept. 30 ------------------- ------------------ 1998 1997 1998 1997 ---------- -------- -------- -------- Film Products and Fiberlux $ 13,131 $ 12,985 $ 40,263 $ 36,499 Aluminum Extrusions 13,557 9,690 35,150 25,461 Technology: Molecumetics (995) (609) (2,460) (3,768) Investments (618) 3,309 1,104 9,668 Other - (201) (428) (267) Unusual items - - 765 - ---------- -------- -------- -------- (1,613) 2,499 (1,019) 5,633 ---------- -------- -------- -------- Divested operations: Unusual items - - - 2,250 ---------- -------- -------- -------- - - - 2,250 ---------- -------- -------- -------- Total operating profit 25,075 25,174 74,394 69,843 Interest income 218 1,276 1,962 3,636 Interest expense 266 456 952 1,598 Corporate expenses, net 476 2,655 4,361 6,409 ---------- -------- -------- -------- Income from continuing operations before income taxes 24,551 23,339 71,043 65,472 Income taxes 8,591 8,202 22,626 23,034 ---------- -------- -------- -------- Income from continuing operations 15,960 15,137 48,417 42,438 Income from discontinued operations 3,421 - 3,421 - ---------- -------- -------- -------- Net income $ 19,381 $15,137 $51,838 $42,438 ========== ======== ======== ========
12 Results for 1998 include an unusual gain of $765,000 ($2.8 million after income taxes) on the sale of APPX Software on January 16, 1998. Results for 1997 include an unusual gain of $2.25 million ($1.4 million after income taxes) related to the redemption of preferred stock received in connection with the 1996 divestiture of Molded Products. The "Investments" category for 1998 and 1997 is comprised of net gains and losses from technology-related investment activities. See Note 2 on page 5 for further information on items affecting the comparability of operating results. Sales in Film Products declined during the third quarter and first nine months of 1998 due to lower plastic film exports to The Procter & Gamble Company ("P&G") in Asia and lower selling prices reflecting lower plastic resin costs and pricing pressure in Asia, partially offset by: - Sales of new products supplied to P&G and others in North America - Higher volume of Vispore(R) film (primarily used for ground cover applications) - Higher volume of plastic films manufactured and sold by the company's operations in Europe (primarily permeable film supplied to P&G for feminine pads) Changes in operating profit for the third quarter and the first nine months of 1998 compared to 1997 were driven by the factors noted above, and were adversely impacted by: - Higher costs related to new product introductions - Start-up costs for a new production site in China Profits in the first nine months of 1998 also improved for plastic film operations in Latin America. Operating profit increased at Fiberlux during the third quarter and first nine months of 1998 due to higher sales. Sales in Aluminum Extrusions increased during the third quarter and first nine months of 1998 due to acquisition-related volume (see Note 9 on page 7) as well as strength in all building and construction markets and sales to distributors. Excluding acquisitions, volume was up 5% in the third quarter and 4% in the first nine months of the year. Operating profit increased during the third quarter and first nine months of 1998 due to higher volume, related lower unit conversion costs and acquisitions. Excluding results of investment activities and unusual items, technology segment losses increased by $185,000 during the third quarter of 1998 due to start-up expenses relating to new contract research programs at Molecumetics. Technology segment losses decreased by $1.1 million during the first nine months of 1998 due to higher contract research revenues. Liquidity and Capital Resources Tredegar's total assets increased to $443.7 million at September 30, 1998, from $410.9 million at December 31, 1997, due mainly to the impact of the acquisitions in Canada, an increase in technology-related investments, partially offset by a decrease in cash and cash equivalents (see further discussion below). Total liabilities increased to $152.2 million at September 30, 1998, from $138.4 million at December 31, 1997, due primarily to acquisitions, partially offset by lower debt outstanding and the reversal of an accrued liability related to discontinued operations (see Note 3 on page 6). 13 Net cash provided by operating activities in excess of capital expenditures and dividends decreased to $26.5 million in the first nine months of 1998 from $32.1 million in 1997 due primarily to higher capital expenditures for manufacturing and research operations and higher dividends, partially offset by improved operating results. Higher capital expenditures in Film Products are related to the new facility near Guangzhou, China, capacity expansion in Brazil, and machinery and equipment purchased for the manufacture of new products. The China facility, which produces disposable films for hygiene products marketed in the region, began commercial production in the second quarter of 1998. Film Products is beginning construction of a new production site near Budapest, Hungary, which should be operational in mid-1999. The Hungary facility will produce disposable films for hygiene products marketed in Eastern Europe. Higher capital expenditures in Aluminum Extrusions relate to the second phase of a modernization program at the plant in Newnan, Georgia (the first phase was completed in 1996). Higher capital expenditures at Molecumetics relate to the expansion of its research lab in Bellevue, Washington. The reasons for the decrease in cash and cash equivalents to $23.3 million at September 30, 1998, from $120.1 million at December 31, 1997, are summarized below: (In Thousands) Cash and cash equivalents balance, December 31, 1997 $120,065 --------- Cash provided by operating activities in excess of capital expenditures and dividends 26,535 Proceeds from the exercise of stock options (including related income tax benefits realized by Tredegar) 3,824 Acquisitions (60,883) Repurchases of Tredegar common stock (36,460) New technology-related investments, net of proceeds from disposals (24,202) Repayments of debt (5,000) Other, net (592) --------- Net uses of cash (96,778) --------- Cash and cash equivalents balance, September 30, 1998 $ 23,287 ========= Quantitative and Qualitative Disclosures About Market Risk Tredegar has exposure, among others, to the volatility of polyethylene resin prices, aluminum ingot and scrap prices, foreign currencies, emerging markets, interest rates and technology stocks. Changes in resin prices, and the timing thereof, could have a significant impact on profit margins in Film Products; however, such changes are generally followed by a corresponding change in selling prices. Profit margins in Aluminum Extrusions are sensitive to fluctuations in aluminum ingot and scrap prices but are also generally followed by a corresponding change in selling prices; however, there is no assurance that higher ingot costs can be passed along to customers. In the normal course of business, Tredegar enters into fixed-price forward sales contracts with certain customers for the sale of fixed quantities of aluminum extrusions at scheduled intervals. In order to hedge its exposure to aluminum price volatility under these fixed-price arrangements, which generally have a duration of not more than 12 months, the company enters into a combination of forward purchase commitments and futures contracts to acquire aluminum, based on the scheduled deliveries. 14 Tredegar sells to customers in foreign markets through its foreign operations and through export sales from its plants in the U.S. Tredegar estimates that approximately $22 million and $21.7 million of its consolidated pretax income from continuing operations (excluding technology investment activities and unusual items) for the first nine months of 1998 and 1997, respectively, relates to such sales. Tredegar's estimate of the percentage of consolidated pretax income earned by geographic area for the first nine months of 1998 and 1997 is as follows: Estimated % of Consolidated Pretax Income Earned by Geographic Area* Nine Months Ended Sept. 30 ------------------ 1998 1997 -------- -------- United States 68 % 60 % Europe 11 12 Latin America 9 10 Canada 7 7 Asia 5 11 -------- -------- Total 100 % 100 % ======== ======== *Based on consolidated pretax income from continuing operations excluding technology activities and unusual items. Tredegar attempts to match the pricing and cost of its products in the same currency and generally views the volatility of foreign currencies and emerging markets and the corresponding impact on earnings and cash flow as part of the overall risk of operating in a global environment. At September 30, 1998, Tredegar had cash and cash equivalents of $23.3 million and debt of $25 million. Debt outstanding consisted of a note with interest payable semi-annually at 7.2% per year. Annual principal payments of $5 million are due each June through 2003. Tredegar also has a revolving credit facility that permits borrowings of up to $275 million (no amounts borrowed at September 30, 1998). The facility matures on July 9, 2002. Tredegar has investments in private venture capital fund limited partnerships and early-stage technology companies, including the stock of privately held companies and the restricted and unrestricted stock of companies that have recently registered shares in initial public offerings. Investments in non-public companies are illiquid and the investments in public companies are subject to the volatility of equity markets and technology stocks. Year 2000 Information Technology Issues The century date compliance problem, which is commonly referred to as the "Year 2000" problem, will affect many computers and other electronic devices that are not programmed to properly recognize dates starting with January 1, 2000. This could result in system failures or miscalculations. The potential impact of such failures include, among others, an inability to order raw materials, manufacture products, ship products and be paid for the products on a timely basis. 15 Since 1996, Tredegar has been actively planning and responding to the Year 2000 problem. Year 2000 reviews have and will continue to be made to Tredegar's Executive Committee and senior management. Periodic reviews with the Board of Directors began in August 1998. Tredegar's Year 2000 compliance efforts are focused on internal computer-based information systems, external electronic interfaces and communication equipment, shop floor machines and other manufacturing and research process control devices. Remediation of systems requiring changes should be completed by the end of 1998, except for revisions to a small portion of certain software programs and the replacement of certain software for the four aluminum extrusion plants recently acquired in Canada (see Note 9 on page 7). Remediation efforts for the exceptions will extend into 1999. Testing of systems began in mid-1998 and will continue through 1999. Tredegar does not believe contingency plans are necessary for internal systems at this time. The company is also actively evaluating the Year 2000 capabilities of parties with whom Tredegar has key business relationships (suppliers, customers and banks, for example). Contingency plans will be developed for these relationships as needed. Work to fix the Year 2000 problem is being performed largely by internal personnel and Tredegar does not track those costs. The incremental costs associated with correcting the problem are not expected to have a material adverse effect on the company's operating results or financial condition. While Tredegar believes that it is taking the necessary steps to resolve its Year 2000 issues in a timely manner, there can be no assurance that there will be no Year 2000 problems. If any such problems occur, Tredegar will work to solve them as quickly as possible. At present, Tredegar does not expect that any such problems will have a material adverse effect on its business. The failure, however, of a major customer or supplier to be Year 2000 compliant could have a material adverse effect on Tredegar. New Accounting Standards The Financial Accounting Standards Board has issued new standards affecting the accounting for derivative instruments and hedging activities and disclosures of information about business segments, pensions and other postretirement benefits. These standards are not expected to significantly change Tredegar's operating results, financial condition or disclosures when adopted. Each of the new standards will be adopted in the fourth quarter of 1998, except for the derivatives and hedging standard which will be adopted in the first quarter of 2000. 16 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibit No. 27 Financial Data Schedule (b) Reports on Form 8-K. Registrant filed a Form 8-K on June 23, 1998, and an amended current report on Form 8-K on August 19, 1998, with respect to the acquisition of Exal Aluminum Inc. (see further information regarding this acquisition in Note 9 on page 7). 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Tredegar Industries, Inc. (Registrant) Date: November 13, 1998 /s/ N. A. Scher ---------------------- ------------------------------------------- Norman A. Scher Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: November 13, 1998 /s/ D. Andrew Edwards ------------------------ -------------------------------------------- D. Andrew Edwards Corporate Controller and Treasurer (Principal Accounting Officer) 18 EXHIBIT INDEX Exhibit No. Description 27 Financial Data Schedule 19
 


5 THE SCHEDULE CONTAINS UNAUDITED SUMMARY FINANCIAL INFORMATION FOR TREDEGAR INDUSTRIES, INC. AND SUBSIDIARIES EXTRACTED FROM THE BALANCE SHEET FOR THE PERIOD ENDED SEPTEMBER 30, 1998 AND THE STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1998 SEP-30-1998 23,287 0 98,490 3,726 32,526 162,825 349,391 195,612 443,668 91,482 25,000 0 0 93,875 197,619 443,668 513,244 516,299 405,880 405,880 38,160 264 952 71,043 22,626 48,417 3,421 0 0 51,838 1.42 1.33