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)
|
Item 2.02 |
Results
of Operations and Financial Condition.
|
Item 9.01 |
Financial
Statements and Exhibits.
|
(d) |
Exhibits.
|
99 |
Press
Release, dated February 15, 2008 (furnished pursuant to Item
2.02).
|
TREDEGAR
CORPORATION
|
||
By:
|
/s/
D. Andrew Edwards
|
|
D.
Andrew Edwards
|
||
Vice
President, Chief Financial Officer
|
||
and
Treasurer
|
EXHIBIT
|
DESCRIPTION
|
|
99
|
Press
Release, dated February 15, 2008 (furnished pursuant to Item
2.02).
|
Contact:
|
|
Corporate
Communications
|
D.
Andrew Edwards
|
1100
Boulders Parkway
|
Phone:
804/330-1041
|
Richmond,
Virginia 23225
|
Fax:
804/330-1777
|
E-mail:
daedward@tredegar.com
|
|
Web
Site: www.tredegar.com
|
(In
Millions, Except Per-Share Data)
|
Three
Months Ended
December
31
|
Years
Ended
December
31
|
|||||||||||
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
||||
Sales
|
$
|
208.5
|
$
|
227.0
|
$
|
922.6
|
$
|
937.6
|
|||||
Income
from continuing operations as reported under generally accepted accounting
principles (GAAP)
|
$
|
7.0
|
$
|
9.8
|
$
|
34.9
|
$
|
35.3
|
|||||
After-tax
effects of:
|
|||||||||||||
Loss
associated with plant shutdowns, asset impairments and restructurings
|
1.0
|
.4
|
5.2
|
3.3
|
|||||||||
(Gains)
losses from sale of assets and other items
|
(1.7
|
)
|
(.9
|
)
|
(1.7
|
)
|
(2.5
|
)
|
|||||
Income
from continuing manufacturing operations*
|
$
|
6.3
|
$
|
9.3
|
$
|
38.4
|
$
|
36.1
|
|||||
Diluted
earnings per share from continuing operations as reported under GAAP
|
$
|
.19
|
$
|
.25
|
$
|
.90
|
$
|
.91
|
|||||
After-tax
effects per diluted share of:
|
|||||||||||||
Loss
associated with plant shutdowns, asset impairments and restructurings
|
.03
|
.01
|
.13
|
.08
|
|||||||||
(Gains)
losses from sale of assets and other items
|
(.05
|
)
|
(.02
|
)
|
(.04
|
)
|
(.06
|
)
|
|||||
Diluted
earnings per share from continuing manufacturing operations*
|
$
|
.17
|
$
|
.24
|
$
|
.99
|
$
|
.93
|
Tredegar
Corporation
|
Condensed
Consolidated Statements of Income
|
(In
Thousands, Except Per-Share Data)
|
(Unaudited)
|
Fourth
Quarter Ended
|
Year
Ended
|
||||||||||||
December
31
|
December
31
|
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Sales
|
$
|
208,462
|
$
|
226,995
|
$
|
922,583
|
$
|
937,561
|
|||||
Other
income (expense), net (a) (b)
|
3,315
|
710
|
1,782
|
1,444
|
|||||||||
211,777
|
227,705
|
924,365
|
939,005
|
||||||||||
Cost
of goods sold (a)
|
171,396
|
187,355
|
761,509
|
779,376
|
|||||||||
Freight
|
4,352
|
5,564
|
19,808
|
22,602
|
|||||||||
Selling,
R&D and general expenses
|
21,135
|
18,620
|
76,855
|
72,170
|
|||||||||
Amortization
of intangibles
|
37
|
37
|
149
|
149
|
|||||||||
Interest
expense
|
712
|
1,289
|
2,721
|
5,520
|
|||||||||
Asset
impairments and costs associated with exit and disposal activities
(a)
|
1,456
|
670
|
4,027
|
4,080
|
|||||||||
199,088
|
213,535
|
865,069
|
883,897
|
||||||||||
Income
from continuing operations before income
taxes
|
12,689
|
14,170
|
59,296
|
55,108
|
|||||||||
Income
taxes (b)
|
5,653
|
4,334
|
24,366
|
19,791
|
|||||||||
Income
from continuing operations
|
7,036
|
9,836
|
34,930
|
35,317
|
|||||||||
Income
(loss) from discontinued operations (c)
|
6,321
|
1,210
|
(19,681
|
)
|
2,884
|
||||||||
Net
income (a) (b) (d)
|
$
|
13,357
|
$
|
11,046
|
$
|
15,249
|
$
|
38,201
|
|||||
Earnings
(loss) per share:
|
|||||||||||||
Basic:
|
|||||||||||||
Continuing
operations
|
$
|
.19
|
$
|
.25
|
$
|
.91
|
$
|
.92
|
|||||
Discontinued
operations
|
.17
|
.03
|
(.51
|
)
|
.07
|
||||||||
Net
income
|
$
|
.36
|
$
|
.28
|
$
|
.40
|
$
|
.99
|
|||||
Diluted:
|
|||||||||||||
Continuing
operations
|
$
|
.19
|
$
|
.25
|
$
|
.90
|
$
|
.91
|
|||||
Discontinued
operations
|
.17
|
.03
|
(.51
|
)
|
.07
|
||||||||
Net
income
|
$
|
.36
|
$
|
.28
|
$
|
.39
|
$
|
.98
|
|||||
Shares
used to compute earnings (loss) per share:
|
|||||||||||||
Basic
|
36,494
|
38,793
|
38,532
|
38,671
|
|||||||||
Diluted
|
36,587
|
39,092
|
38,688
|
38,931
|
Tredegar
Corporation
|
Net
Sales and Operating Profit by Segment
|
(In
Thousands)
|
(Unaudited)
|
Fourth
Quarter Ended
|
Year
Ended
|
||||||||||||
December
31
|
December
31
|
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Net
Sales
|
|||||||||||||
Film
Products
|
$
|
130,587
|
$
|
128,472
|
$
|
530,972
|
$
|
511,169
|
|||||
Aluminum
Extrusions
|
73,523
|
92,959
|
371,803
|
403,790
|
|||||||||
Total
net sales
|
204,110
|
221,431
|
902,775
|
914,959
|
|||||||||
Add
back freight
|
4,352
|
5,564
|
19,808
|
22,602
|
|||||||||
Sales
as shown in the Consolidated Statements of
Income
|
$
|
208,462
|
$
|
226,995
|
$
|
922,583
|
$
|
937,561
|
|||||
Operating
Profit
|
|||||||||||||
Film
Products:
|
|||||||||||||
Ongoing
operations
|
$
|
12,915
|
$
|
15,034
|
$
|
59,423
|
$
|
57,645
|
|||||
Plant
shutdowns, asset impairments and restructurings, net of gains
on sale of assets and related income from LIFO inventory
liquidations (a)
|
(256
|
)
|
14
|
(649
|
)
|
221
|
|||||||
Aluminum
Extrusions (c):
|
|||||||||||||
Ongoing
operations
|
2,641
|
4,259
|
16,516
|
18,302
|
|||||||||
Plant
shutdowns, asset impairments and restructurings
(a)
|
-
|
-
|
(634
|
)
|
(1,434
|
)
|
|||||||
|
|||||||||||||
AFBS
(e):
|
|||||||||||||
Loss
on investment in Therics, LLC
|
-
|
-
|
-
|
(25
|
)
|
||||||||
Plant
shutdowns, asset impairments and restructurings
(a)
|
(1,200
|
)
|
(143
|
)
|
(2,786
|
)
|
(637
|
)
|
|||||
Total
|
14,100
|
19,164
|
71,870
|
74,072
|
|||||||||
Interest
income
|
252
|
418
|
1,212
|
1,240
|
|||||||||
Interest
expense
|
712
|
1,289
|
2,721
|
5,520
|
|||||||||
Gain
on the sale of corporate assets (b)
|
2,699
|
-
|
2,699
|
56
|
|||||||||
Loss
from write-down of an investment (b)
|
-
|
-
|
2,095
|
-
|
|||||||||
Stock
option-based compensation costs (f)
|
277
|
262
|
978
|
970
|
|||||||||
Corporate
expenses, net
|
3,373
|
3,861
|
10,691
|
13,770
|
|||||||||
Income
from continuing operations before income taxes
|
12,689
|
14,170
|
59,296
|
55,108
|
|||||||||
Income
taxes (b)
|
5,653
|
4,334
|
24,366
|
19,791
|
|||||||||
Income
from continuing operations
|
7,036
|
9,836
|
34,930
|
35,317
|
|||||||||
Income
(loss) from discontinued operations (c)
|
6,321
|
1,210
|
(19,681
|
)
|
2,884
|
||||||||
Net
income (a) (b) (d)
|
$
|
13,357
|
$
|
11,046
|
$
|
15,249
|
$
|
38,201
|
Tredegar
Corporation
|
Condensed
Consolidated Balance Sheets
|
(In
Thousands)
|
(Unaudited)
|
As
of December 31,
|
|||||||
2007
|
2006
|
||||||
Assets
|
|||||||
Cash
& cash equivalents
|
$
|
48,217
|
$
|
40,898
|
|||
Accounts
& notes receivable, net
|
97,064
|
106,955
|
|||||
Income
taxes recoverable
|
323
|
10,975
|
|||||
Inventories
|
48,666
|
48,664
|
|||||
Deferred
income taxes
|
9,172
|
6,055
|
|||||
Prepaid
expenses & other
|
4,077
|
4,428
|
|||||
Current
assets of discontinued operation (c)
|
37,750
|
35,275
|
|||||
Total
current assets
|
245,269
|
253,250
|
|||||
Property,
plant & equipment, net
|
269,083
|
287,435
|
|||||
Other
assets (g)
|
116,759
|
63,712
|
|||||
Goodwill
& other intangibles
|
135,907
|
132,237
|
|||||
Noncurrent
assets of discontinued operation (c)
|
17,460
|
45,153
|
|||||
Total
assets
|
$
|
784,478
|
$
|
781,787
|
|||
Liabilities
and Shareholders’ Equity
|
|||||||
Accounts
payable
|
$
|
67,161
|
$
|
54,020
|
|||
Accrued
expenses
|
33,676
|
38,790
|
|||||
Current
portion of long-term debt
|
540
|
678
|
|||||
Current
liabilities of discontinued operation (c)
|
17,152
|
18,522
|
|||||
Total
current liabilities
|
118,529
|
112,010
|
|||||
Long-term
debt
|
81,516
|
61,842
|
|||||
Deferred
income taxes
|
68,625
|
65,732
|
|||||
Other
noncurrent liabilities (g)
|
15,662
|
14,299
|
|||||
Noncurrent
liabilities of discontinued operation (c)
|
8,818
|
11,309
|
|||||
Shareholders’
equity (c) (g)
|
491,328
|
516,595
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
784,478
|
$
|
781,787
|
Year Ended
|
|||||||
December 31
|
|||||||
2007
|
2006
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
15,249
|
$
|
38,201
|
|||
Adjustments
for noncash items:
|
|||||||
Depreciation
|
45,892
|
44,132
|
|||||
Amortization
of intangibles
|
149
|
149
|
|||||
Deferred
income taxes
|
(24,241
|
)
|
10,155
|
||||
Accrued
pension income and postretirement benefits
|
(1,735
|
)
|
3,178
|
||||
Gain
on sale of assets
|
(2,699
|
)
|
(317
|
)
|
|||
Loss
on asset impairments and divestitures
|
34,382
|
1,150
|
|||||
Changes
in assets and liabilities, net of effects of acquisitions and
divestitures:
|
|||||||
Accounts
and notes receivables
|
15,786
|
151
|
|||||
Inventories
|
4,099
|
(5,080
|
)
|
||||
Income
taxes recoverable
|
10,478
|
1,991
|
|||||
Prepaid
expenses and other
|
764
|
(275
|
)
|
||||
Accounts
payable
|
3,277
|
6,218
|
|||||
Accrued
expenses
|
(6,209
|
)
|
5,374
|
||||
Other,
net
|
362
|
(296
|
)
|
||||
Net
cash provided by operating activities
|
95,554
|
104,731
|
|||||
Cash
flows from investing activities:
|
|||||||
Capital
expenditures
|
(20,643
|
)
|
(40,573
|
)
|
|||
Investments,
including Harbinger ($10 million), a drug delivery company ($6.5
million)
and real estate ($6.2 million) in 2007
|
(23,513
|
)
|
(542
|
)
|
|||
Proceeds
from the sale of assets and property disposals & reimbursements from
customers for purchases of equipment
|
7,871
|
475
|
|||||
Net
cash used in investing activities
|
(36,285
|
)
|
(40,640
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Dividends
paid
|
(6,126
|
)
|
(6,221
|
)
|
|||
Debt
principal payments
|
(39,964
|
)
|
(54,530
|
)
|
|||
Borrowings
|
59,500
|
4,000
|
|||||
Repurchases
of Tredegar common stock, net of settlement payable of
$3,367
|
(73,959
|
)
|
-
|
||||
Proceeds
from exercise of stock options
|
6,471
|
9,576
|
|||||
Net
cash used in financing activities
|
(54,078
|
)
|
(47,175
|
)
|
|||
Effect
of exchange rate changes on cash
|
2,128
|
548
|
|||||
Increase
in cash and cash equivalents
|
7,319
|
17,464
|
|||||
Cash
and cash equivalents at beginning of period
|
40,898
|
23,434
|
|||||
Cash
and cash equivalents at end of period
|
$
|
48,217
|
$
|
40,898
|
For the Twelve Months Ended December 31, 2007
|
||||||||||
Film
|
Aluminum
|
|||||||||
Products
|
Extrusions
|
Total
|
||||||||
Operating
profit from continuing ongoing operations
|
$
|
59.4
|
$
|
16.5
|
$
|
75.9
|
||||
Allocation
of corporate overhead
|
(8.4
|
)
|
(2.2
|
)
|
(10.6
|
)
|
||||
Add
back depreciation and amortization from continuing
operations
|
34.1
|
8.5
|
42.6
|
|||||||
Adjusted
EBITDA from continuing operations (h)
|
$
|
85.1
|
$
|
22.8
|
$
|
107.9
|
||||
Selected
balance sheet and other data as of December 31, 2007:
|
||||||||||
Net
debt (cash) (i)
|
$
|
33.8
|
||||||||
Shares
outstanding
|
34.8
|
(a) |
Plant
shutdowns, asset impairments and restructurings in the fourth quarter
of
2007 include:
|
Ÿ |
A
pretax charge of $1.2 million related to the estimated loss on the
sub-lease of a portion of the AFBS (formerly Therics) facility in
Princeton, New Jersey;
|
Ÿ |
A
pretax charge of $256,000 for asset impairments in Film
Products.
|
Ÿ |
A
pretax charge of $2.8 million related to the estimated loss on the
sub-lease of a portion of the AFBS (formerly Therics) facility in
Princeton, New Jersey;
|
Ÿ |
Pretax
charges of $594,000 for asset impairments in Film
Products;
|
Ÿ |
A
pretax charge of $592,000 for severance and other employee-related
costs
in Aluminum Extrusions;
|
Ÿ |
A
pretax charge of $55,000 for costs related to the shutdown of the
films
manufacturing facility in LaGrange, Georgia;
and
|
Ÿ |
A
pretax charge of $42,000 related to expected future environmental
costs at
the aluminum extrusions facility in
Newnan, Georgia (included in "Cost of goods sold" in the condensed
consolidated statements of income).
|
Ÿ |
A
net pretax gain associated with the shutdown of the films manufacturing
facility in LaGrange, Georgia, including a gain of $280,000 for related
LIFO inventory liquidations (included in "Cost of goods sold" in
the
condensed consolidated statements of income) and a gain of $261,000
on the
sale of related property and equipment (included in "Other income
(expense), net" in the condensed consolidated statements of income),
partially offset by other shutdown-related costs of $527,000;
and
|
Ÿ |
A
pretax charge of $143,000 related to the estimated loss on the sub-lease
of a portion of the AFBS (formerly Therics) facility in Princeton,
New
Jersey.
|
Ÿ |
A
net pretax gain of $1.4 million associated with the shutdown of the
films
manufacturing facility in LaGrange, Georgia, including a gain of
$2.9
million for related LIFO inventory liquidations (included in "Cost
of
goods sold" in the condensed consolidated statements of income) and
a gain
of $261,000 on the sale of related property and equipment (included
in
"Other income (expense), net" in the condensed consolidated statements
of
income), partially offset by severance and other costs of $1.6 million
and
asset impairment charges of
$130,000;
|
Ÿ |
Pretax
charges of $1 million for asset impairments in Film
Products;
|
Ÿ |
A
pretax charge of $920,000 related to expected future environmental
costs
at the aluminum extrusions facility in Newnan, Georgia (included
in "Cost
of goods sold" in the condensed consolidated statements of
income);
|
Ÿ |
Pretax
charges of $727,000 for severance and other employee-related costs
in
connection with restructurings in Film Products ($213,000) and Aluminum
Extrusions ($514,000); and
|
Ÿ |
A
pretax charge of $637,000 related to the estimated loss on the sub-lease
of a portion of the AFBS (formerly Therics) facility in Princeton,
New
Jersey.
|
(b) |
Gain
on the sale of corporate assets in 2007 includes a gain related to
the
sale of corporate real estate. Gain on the sale of corporate assets
in
2006 includes a gain related to the sale of public equity
securities.
|
(c) |
On
February 12, 2008, Tredegar sold its aluminum extrusions business
in
Canada for an estimated purchase price of $25.5 million to WXP Holdings,
Inc., an affiliate of H.I.G. Capital. The final purchase price is
subject
to increase or decrease to the extent that actual working capital
as of
February 12, 2008 is above or below the estimated working capital
used to
determine the estimated purchase price. Tredegar expects to realize
cash
income tax benefits in 2008 from the sale of approximately $11.4
million,
which the company recognized as a deferred income tax asset in its
consolidated balance sheet at December 31, 2007. All historical results
for this business have been reflected as discontinued operations
in the
accompanying financial tables. The components of income (loss) from
discontinued operations are presented
below:
|
Fourth
Quarter Ended
|
Year
Ended
|
||||||||||||
December
31
|
December
31
|
||||||||||||
(In
thousands)
|
2007
|
2006
|
2007
|
2006
|
|||||||||
Income
(loss) from operations before income taxes
|
$
|
(376
|
)
|
$
|
1,824
|
$
|
(6,366
|
)
|
$
|
3,729
|
|||
Income
tax cost (benefit) on operations
|
(108
|
)
|
614
|
(2,199
|
)
|
845
|
|||||||
(268
|
)
|
1,210
|
(4,167
|
)
|
2,884
|
||||||||
Loss
associated with asset impairments and disposal activities
|
(4,144
|
)
|
-
|
(31,755
|
)
|
-
|
|||||||
Income
tax cost (benefit) on asset impairments and costs
associated disposal activities
|
(10,733
|
)
|
-
|
(16,241
|
)
|
-
|
|||||||
6,589
|
-
|
(15,514
|
)
|
-
|
|||||||||
Income
(loss) from discontinued operations
|
$
|
6,321
|
$
|
1,210
|
$
|
(19,681
|
)
|
$
|
2,884
|
(d) |
Comprehensive
income (loss), defined as net income and other comprehensive income
(loss), was income of $33 million for the fourth quarter of 2007
and
income of $14.1 million for the fourth quarter of 2006. Comprehensive
income (loss) was income of $49.9 million in 2007 and income of
$46.3
million in 2006. Other comprehensive income (loss) includes changes
in
unrealized gains and losses on available-for-sale securities, foreign
currency translation adjustments, unrealized gains and losses on
derivative financial instruments, amortization of prior service
cost and
net gains or losses from pension and other postretirement benefit
plans,
and in 2006, minimum pension liability, all recorded net of deferred
taxes
directly in shareholders'
equity.
|
(e) |
On
June 30, 2005, substantially all of the assets of AFBS, Inc. (formerly
Therics, Inc.), a wholly-owned subsidiary of Tredegar, were sold
or
assigned to a newly-created limited liability company, Therics, LLC,
controlled and managed by an individual not affiliated with Tredegar.
AFBS
retained substantially all of its liabilities in the transaction,
which
included customary indemnification provisions for pre-transaction
liabilities. AFBS received a 17.5% equity interest in the new company
valued at $170,000 and a 3.5% interest in Theken Spine, LLC valued
at
$800,000, along with potential future payments on the sale of certain
products by Therics, LLC.
|
(f) |
Effective
January 1, 2006, Tredegar adopted SFAS No. 123(R), “Share-Based Payment”
(SFAS 123(R)) using the modified prospective method. SFAS 123(R)
requires
the company to record compensation expense for all share-based awards.
Tredegar previously applied Accounting Principles Board (APB) Opinion
No.
25, “Accounting for Stock Issued to Employees,” and related
interpretations and provided the required pro forma disclosures of
SFAS
No. 123, “Accounting for Stock-Based Compensation” (SFAS 123). Prior
periods were not restated.
|
(g) |
Effective
December 31, 2006, Tredegar adopted SFAS No. 158, “Employers' Accounting
for Defined Benefit Pension and Other Postretirement Plans” (SFAS 158).
This statement requires the recognition in the balance sheet of the
funded
status of each of our defined benefit pension and other postretirement
plans. Each overfunded plan is recognized as an asset and each underfunded
plan is recognized as a liability. The initial impact of SFAS 158,
net of
deferred taxes, was recognized directly in shareholders'
equity.
|
(h) |
Adjusted
EBITDA for the twelve months ended December 31, 2007, represents
income
from continuing operations before interest, taxes, depreciation,
amortization, unusual items and losses associated with plant shutdowns,
asset impairments and restructurings, gains from the sale of assets,
investment write-down, charges related to stock option awards accounted
for under the fair value-based method and other items. Adjusted
EBITDA is
not intended to represent cash flow from operations as defined
by GAAP and
should not be considered as either an alternative to net income
(as an
indicator of operating performance) or to cash flow (as a measure
of
liquidity). Tredegar uses Adjusted EBITDA as a measure of unlevered
(debt-free) operating cash flow. We also use it when comparing
relative
enterprise values of manufacturing companies and when measuring
debt
capacity. When comparing the valuations of a peer group of manufacturing
companies, we express enterprise value as a multiple of Adjusted
EBITDA.
We believe Adjusted EBITDA is preferable to operating profit and
other
GAAP measures when applying a comparable multiple approach to enterprise
valuation because it excludes the items noted above, measures of
which may
vary among peer companies.
|
(i) |
Net
debt is calculated as follows (in millions):
|
Debt
|
$
|
82.0
|
||
Less:
Cash and cash equivalents
|
(48.2
|
)
|
||
Net
debt
|
$
|
33.8
|