(Mark One)
For the quarterly period ended June 30, 2005
OR
For the transition period from ________________________ to ________________________
Commission file number 1-10258
Tredegar Corporation(Exact Name of Registrant as Specified in Its Charter)
Registrants Telephone Number, Including Area Code: (804) 330-1000
Indicate by check mark 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 |_|
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|
The number of shares of Common Stock, no par value, outstanding as of July 29, 2005: 38,627,094.
See accompanying notes to financial statements.
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TREDEGAR CORPORATIONNOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS(Unaudited)
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Executive Summary
Second-quarter 2005 net income was $2.1 million (5 cents per share) compared with $5.2 million (14 cents per share) in the second quarter of 2004. Net income was $7.7 million (20 cents per share) for the first six months of 2005 compared with $7.6 million (20 cents per share) for the first six months of 2004. Gains on the sale of assets and other items and losses related to plant shutdowns, assets impairments and restructurings are described in Note 2 on page 6. The business segment review begins on page 20.
Second-quarter profits in Film Products improved over last year due primarily to growth in new apertured, elastic and surface protection materials. However, despite lower resin costs, second-quarter profits declined by $200,000 from the previous quarter due to a recent slowdown in the growth of elastics and lower volume in certain non-elastic diaper-related components and packaging film. Average prices of low-density polyethylene resin in the U.S. declined about 6 cents per pound from first-quarter levels (resin prices in Europe and Asia also declined), resulting in a positive operating profit impact of approximately $1.5 million compared with the first quarter of 2005.
Looking ahead to the second half of 2005, the recent slowdown in the growth of our elastics business is likely to continue through year-end and resin costs are expected to increase. As a result, 2005 profits in Film Products may not exceed last years level. Growth in new apertured topsheets and surface protection films is expected to continue into 2006. Demand for elastics should improve in 2006 as personal care product suppliers use more elastic materials to improve comfort and fit in diapers and adult incontinence products. The films business has resin pass-through or cost-sharing agreements for the majority of its sales. However, under certain agreements, changes in resin costs are not passed through for an average period of 90 days.
In Aluminum Extrusions, operating profit in the second quarter declined to $7.2 million compared with $8.3 million last year. A relatively strong performance in U.S. operations, driven by commercial construction activity and higher sales of hurricane shutters, was offset by softer demand across all Canadian markets. Second-quarter volume was 63.4 million pounds, up slightly from 62.0 million pounds in 2004. Overall profits continue to be hurt by appreciation of the Canadian Dollar and higher energy costs (adverse impact of about $1.2 million and $900,000, respectively). If these conditions persist, it will be difficult to improve upon 2004 full-year profits.
On June 30, 2005, substantially all of the assets of 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. Therics received a 17.5% equity interest in Therics, LLC, valued at $170,000 and a 3.5% interest in Theken Spine, LLC, valued at $800,000, along with potential future payments based on the sale of certain products by Therics, LLC. Therics retained substantially all of its liabilities in the transaction, which included customary indemnification provisions for pre-transaction liabilities. Tredegar has no obligation or intent to fund any future losses that may occur at Therics, LLC or Theken Spine, LLC. The ownership interest in Therics, LLC will be accounted for under the equity method of accounting with losses limited to its initial carrying value of $170,000. The ownership interest in Theken Spine, LLC will be accounted for under the cost method, with an impairment loss recognized and a new cost basis established for any write-down to estimated fair value, if necessary. The potential future payments due from Therics, LLC based on the sale of certain products will be recognized as income when earned.
Net capitalization and other credit measures are provided in the liquidity and capital resources section beginning on page 22.
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Critical Accounting Policies and Recently Issued Accounting Standards
In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of financial statements in conformity with generally accepted accounting principles. We believe the estimates, assumptions and judgments described in the section Managements Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2004, have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. These policies include our accounting for impairment of long-lived assets and goodwill, pension benefits and income taxes. These policies require management to exercise judgments that are often difficult, subjective and complex due to the necessity of estimating the effect of matters that are inherently uncertain. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe the consistent application of these policies enables us to provide readers of our financial statements with useful and reliable information about our operating results and financial condition. There has been no significant change in these policies. See Note 2 on page 6 for losses related to plant shutdowns, assets impairments and restructurings occurring during 2005 and the comparable period in 2004.
Recently issued accounting standards are summarized in Note 9 on page 13.
Results of Operations
Second Quarter 2005 Compared with Second Quarter 2004
Overall, sales in the second quarter of 2005 increased 12.8% compared with 2004. Net sales (sales less freight) increased 9.6% in Film Products primarily due to higher selling prices, which were driven by the pass-through of higher raw material costs. Growth in new products and foreign exchange rate changes also contributed to the increase in sales. Net sales increased 15.6% in Aluminum Extrusions due to higher selling prices, which were driven primarily by higher metal costs. For more information on net sales and volume, see the business segment review beginning on page 20.
Gross profit (sales minus cost of goods sold and freight) as a percentage of sales decreased to 13.6% in the second quarter of 2005 from 15.3% in 2004. At Film Products, an overall lower gross profit margin was driven primarily by higher resin costs. At Aluminum Extrusions, the gross profit margin declined primarily due to appreciation of the Canadian Dollar and higher energy costs.
As a percentage of sales, selling, general and administrative (SG&A) expenses decreased to 6.7% in the second quarter of 2005 compared with 6.9% in 2004 due to higher sales offset by the classification of certain costs at Therics as operating versus research and development (R&D) consistent with the commercialization of the companys bone void filler products last year.
R&D expenses declined to $2.6 million in the second quarter of 2005 from $3.8 million in 2004. R&D spending at Therics declined to $1.1 million in the second quarter of 2005 from $1.9 million in 2004 due to cost reduction efforts and the classification of certain costs as operating versus R&D consistent with the commercialization of the companys bone void filler products last year. R&D spending at Film Products dropped to $1.5 million in the second quarter of 2005 compared with $1.9 million in 2004 due to restructuring.
Plant shutdowns, asset impairments and restructurings in the second quarter of 2005 shown in the segment operating profit table on page 20 include:
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Plant shutdowns, asset impairments and restructurings in the second quarter of 2004 shown in the segment operating profit table on page 20 include:
We continue to focus on reducing costs and aligning our structure to meet the needs of our customers. Three areas that we believe will generate savings are the shutdown of the films plant in New Bern, North Carolina (which occurred in the fourth quarter of 2004), completion of the restructuring of the R&D function in Film Products over the next six months, and the shutdown of the aluminum plant in Aurora, Ontario and the relocation of its largest extrusion press to our plant in Pickering, Ontario. Annual cost savings from these moves are expected to be about $4 million for the shutdown of the plant in New Bern, North Carolina, $2 million for the restructuring of the R&D function, and $2 million for the shutdown of the plant in Aurora, Ontario. Related incremental cash expenditures to achieve these savings are about $7 million (complete), $6 million (about $2.5 million remaining at June 30, 2005, including $800,000 to be expensed when incurred) and $8 million (about $1 million remaining at June 30, 2005, including $750,000 to be expensed when incurred), respectively.
Gain on the sale of corporate assets for the second quarter of 2005 includes a pretax gain of $61,000 related to the sale of corporate real estate. Gain on sale of corporate assets for the second quarter of 2004 includes a pretax gain on the sale of corporate real estate of $413,000. These gains are included in
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Other income (expense), net in the consolidated statements of income and separately shown in the operating profit by segment table on page 20.
For more information on costs and expenses, see the business segment review beginning on page 20.
Interest income, which is included in Other income (expense), net in the consolidated statements of income, was $142,000 in 2005 and $72,000 in 2004.
Interest expense increased to $1.1 million in the second quarter of 2005 compared with $598,000 in 2004. Average debt outstanding and interest rates were as follows:
The effective tax rate was 39.7% in the second quarter of 2005, up from 36.5% in 2004. The increase is primarily due to a 35% tax benefit accrued on operating losses, asset impairments and restructuring charges at Therics versus a higher tax rate accrued on income-generating operations. The overall effective tax rate for the year is expected to be around 37%.
First Six Months of 2005 Compared with First Six Months of 2004
Overall, sales in the first six months of 2005 increased 15.7% compared with 2004. Net sales (sales less freight) increased 15.5% in Film Products primarily due to growth of higher value new products (primarily apertured, elastic and surface protection materials). Net sales also benefited from higher selling prices driven by the pass-through of higher raw material costs and foreign exchange rate changes. Net sales increased 15.6% in Aluminum Extrusions due to higher selling prices, which were driven primarily by higher metal costs. For more information on net sales and volume, see the business segment review beginning on page 20.
Gross profit (sales minus cost of goods sold and freight) as a percentage of sales decreased to 13% in the first six months of 2005 from 14.7% in 2004. At Film Products, an overall lower gross profit margin was driven primarily by higher resin costs. At Aluminum Extrusions, the gross profit margin declined primarily due to appreciation of the Canadian Dollar and higher energy costs.
As a percentage of sales, SG&A expenses increased to 7% in the first six months of 2005 compared with 6.9% in 2004 due to the classification of certain costs at Therics as operating versus R&D consistent with the commercialization of the companys bone void filler products last year, partially offset by higher sales.
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R&D expenses declined to $5.4 million in the first six months of 2005 from $8.1 million in 2004. R&D spending at Therics declined to $2.4 million in the first six months of 2005 from $4.3 million in 2004 due to cost reduction efforts and the classification of certain costs as operating versus R&D consistent with the commercialization of the companys bone void filler products last year. R&D spending at Film Products dropped to $3 million in the first six months of 2005 compared with $3.8 million in 2004 due to restructuring.
Plant shutdowns, asset impairments and restructurings in the first six months of 2005 shown in the segment operating profit table on page 20 include:
Plant shutdowns, asset impairments and restructurings in the first six months of 2004 shown in the segment operating profit table on page 20 include:
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Gain on the sale of corporate assets for the first six months of 2005 includes a pretax gain of $61,000 related to the sale of corporate real estate. Gain on sale of corporate assets in 2004 includes a second-quarter pretax gain on the sale of corporate real estate of $413,000 and a first-quarter pretax gain on the sale of public equity securities of $6.1 million. These gains are included in Other income (expense), net in the consolidated statements of income and separately shown in the operating profit by segment table on page 20.
Interest income, which is included in Other income (expense), net in the consolidated statements of income, was $240,000 in 2005 and $146,000 in 2004.
Interest expense increased to $2.1 million in the first six months of 2005 compared with $1.5 million in 2004. Average debt outstanding and interest rates were as follows:
The effective tax rate was 39.8% in the first six months of 2005, up from 36.1% in 2004. The increase is primarily due to a 35% tax benefit accrued on operating losses, asset impairments and restructuring charges at Therics versus a higher tax rate accrued on income-generating operations. The overall effective tax rate for the year is expected to be around 37%.
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Business Segment Review
The following tables present Tredegars net sales and operating profit by segment for the three and six months ended June 30, 2005 and 2004:
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Net sales (sales less freight) and operating profit from ongoing operations are the measures of sales and operating profit used by the chief operating decision maker of each segment for purposes of assessing performance.
Film Products
Net sales (sales less freight) in Film Products increased 9.6% in the second quarter of 2005 compared with last year primarily due to higher selling prices, which were driven by the pass-through of higher raw material costs. Growth in higher value new products (primarily apertured, elastic and surface protection materials) and foreign exchange rate changes also contributed to the increase in sales. Second-quarter of 2005 profits in Film Products improved over last year due primarily to growth in new apertured, elastic and surface protection materials. However, despite lower resin costs, second-quarter profits declined by $200,000 from the previous quarter due to a recent slowdown in the growth of elastics and lower volume in certain non-elastic diaper-related components and packaging film. Average prices of low-density polyethylene resin in the U.S. declined about 6 cents per pound from first-quarter of 2005 levels (resin prices in Europe and Asia also declined), resulting in a positive operating profit impact of approximately $1.5 million compared with the first quarter of 2005.
Net sales and operating profit in Film Products increased in the first six months of 2005 compared with 2004 primarily due to growth of higher value new products. Net sales also benefited from higher selling prices driven by the pass-through of higher raw material costs and foreign exchange rate changes.
Aggregate capital expenditures in 2003 and 2004 totaled $102 million, and we expect to spend approximately $55 million in 2005 (we spent $28 million in the first six months of 2005), including expansion of capacity for apertured and elastic materials and surface protection films and a new global information system. Approximately one-third of our capital expenditures during 2003 and 2004 and capital expenditures during 2005 (already spent or proposed to be spent) relate to customer-specific opportunities that are covered by capital indemnification, take-or-pay or similar arrangements. Excluding these opportunities, we estimate that our ongoing capital expenditure requirement in Film Products is about $35 million annually. Long-term growth will depend on our ability to provide innovative materials at or below existing material costs. This includes lowering equipment and other capital costs.
Aluminum Extrusions
Second-quarter of 2005 net sales in Aluminum Extrusions were up 15.6% due to higher selling prices, which were primarily driven by higher metal costs. Volume increased in the second quarter by 2.3% to 63.4 million pounds compared with 62.0 million pounds last year. A relatively strong performance in U.S. operations, driven by commercial construction activity and higher sales of hurricane shutters, was offset by softer demand across all Canadian markets. Overall profits continue to be hurt by appreciation of the Canadian Dollar and higher energy costs (adverse impact on the second quarter of 2005 compared to last year of about $1.2 million and $900,000, respectively). If these conditions persist, it will be difficult to improve upon 2004 full-year profits. We announced a price increase in April of 2005 that we believe should help offset continued higher costs.
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Capital expenditures for the first six months of 2005 were $8 million and are expected to be approximately $15 million for the year. Capital expenditures related to ongoing support and continuity is about $10 million annually, or approximately the same level as depreciation ($10.9 million in 2004). Capital expenditures expected in 2005 in excess of ongoing support and continuity is primarily due to the consolidation of some of our Canadian operations, including closing the plant in Aurora, Ontario. We moved the Aurora plants largest press to the plant in Pickering, Ontario, and invested $8 million to upgrade the press and enlarge the facility. This consolidation is expected to reduce annual operating costs by approximately $2 million.
Therics
See the Executive Summary on page 14 regarding the sale or assignment of substantially all of the assets of Therics.
Liquidity and Capital Resources
Tredegars total assets increased to $776.5 million at June 30, 2005, from $769.5 million at December 31, 2004, due primarily to the net effects of:
Cash provided by operating activities was $24 million in the first six months of 2005 compared with $69.1 million in 2004. The decrease is due primarily to the income tax refund received in 2004 related to the sale in 2003 of the venture capital portfolio.
Cash used in investing activities was $31.2 million in the first six months of 2005 compared with $15.9 million in 2004. The change is primarily attributable to higher capital expenditures (up $10.8 million) and lower proceeds from the sale of assets and property disposals (down $4.5 million).
Capital expenditures in the first six months of 2005 reflect the normal replacement of machinery and equipment and primarily:
Capital expenditures for all of 2005 are expected to be approximately $55 million in Film Products and about $15 million in Aluminum Extrusions. See the business segment review beginning on page 20 for more information.
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Net capitalization and indebtedness as defined under our Credit Agreement as of June 30, 2005 are as follows:
Under the Credit Agreement, revolving credit borrowings are permitted up to $125 million, and $75 million was unused at June 30, 2005. The credit spread and commitment fees charged on the unused amount under the Credit Agreement at various indebtedness-to-adjusted EBITDA levels are as follows:
At June 30, 2005, the interest rate on debt under the Credit Agreement was priced at one-month LIBOR plus the applicable credit spread of 125 basis points.
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The computations of adjusted EBITDA, adjusted EBIT, the leverage ratio and interest coverage ratio as defined in the Credit Agreement are presented below along with the related most restrictive covenants. Adjusted EBITDA and adjusted EBIT as defined in the Credit Agreement are not intended to represent cash flow from operations as defined by GAAP and should not be considered as either an alternative to net income or to cash flow.
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We believe that as of June 30, 2005, and currently we are in compliance with all of our debt covenants. Noncompliance with any one or more of the debt covenants may have an adverse effect on financial condition or liquidity in the event such noncompliance cannot be cured or should we be unable to obtain a waiver from the lenders. Renegotiation of the covenant through an amendment to the Credit Agreement may effectively cure the noncompliance, but may have an effect on financial condition or liquidity depending upon how the covenant is renegotiated.
We believe that existing borrowing availability, our current cash balances and our cash flow from operations will be sufficient to satisfy our working capital, capital expenditure and dividend requirements for the foreseeable future.
Quantitative and Qualitative Disclosures About Market Risk
Tredegar has exposure to the volatility of interest rates, polyethylene and polypropylene resin prices, aluminum ingot and scrap prices, energy prices, foreign currencies and emerging markets. See the section on liquidity and capital resources beginning on page 22 regarding Credit Agreement and interest rate exposures.
Changes in resin prices, and the timing of those changes, could have a significant impact on profit margins in Film Products. Profit margins in Aluminum Extrusions are sensitive to fluctuations in aluminum ingot and scrap prices as well as energy costs. There is no assurance of our ability to pass through higher raw material and energy costs to our customers.
Results in Film Products continue to be affected by higher resin prices, which have been increasing steadily since early 2002. Average quarterly prices of low density polyethylene resin are shown in the chart below (a primary raw material for Film Products).
Resin prices in Europe and Asia have exhibited similar trends. The price of resin is driven by several factors including supply and demand and the price of oil, ethylene and natural gas. To address fluctuating resin prices, we have pass-through or cost-sharing agreements covering about 65% of our sales, but many have a 90-day lag. Most new customer contracts contain resin pass-through arrangements.
In the normal course of business, we enter 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 our exposure to aluminum price volatility (see the chart below) under these fixed-price arrangements,
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which generally have a duration of not more than 12 months, we enter into a combination of forward purchase commitments and futures contracts to acquire or hedge aluminum, based on the scheduled deliveries.
In Aluminum Extrusions, we hedge from time-to-time a portion of our exposure to natural gas price volatility (see the chart below) by entering into fixed-price forward purchase contracts with our natural gas suppliers. No natural gas hedging transactions were outstanding as of June 30, 2005. We estimate that, in an unhedged situation, every $1 per mmBtu per month change in the market price of natural gas has a $150,000 impact on the monthly operating profit of Aluminum Extrusions.
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We sell to customers in foreign markets through our foreign operations and through exports from U.S. plants. The percentage of sales from manufacturing operations related to foreign markets for the first half of 2005 and 2004 are as follows:
We attempt to match the pricing and cost of our products in the same currency (except in Canada where about 75% of our sales of aluminum extrusions are U.S. Dollar-based) and generally view 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. Exports from the U.S. are generally denominated in U.S. Dollars. Our foreign currency exposure on income from foreign operations in Europe primarily relates to the Euro and the Hungarian Forint.
The relatively high percentage of U.S. Dollar-priced sales in Canada is partly due to the shifting of a large portion of the customers previously served by the aluminum extrusions plant in El Campo, Texas, in 2001. The resulting mismatch between the currency denomination of sales and costs causes lower U.S. Dollar translated profits when the Canadian Dollar appreciates since our costs are higher in U.S. Dollar equivalent terms while sales are mostly unaffected (the opposite effect occurs when the Canadian Dollar depreciates in value relative to the U.S. Dollar). We estimate that the appreciation of the Canadian Dollar relative to the U.S. Dollar had an adverse impact on the first six months of 2005 compared with the first six months of 2004 of about $2 million. In Film Products, where we have been able to better match the currency of our sales and costs, we estimate that the appreciation of the Euro and Hungarian Forint relative to the U.S. Dollar had a positive impact on results for the first six months of about $800,000 compared with the first six months of 2004.
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We are continuing to review the loading of our aluminum extrusions plants in North America to optimize production mix and minimize cost in light of the increase in the U.S. Dollar equivalent cost structure of our plants in Canada.
Forward-looking and Cautionary Statements
From time to time, we may make statements (such as using the words believe, hope, expect, are likely, and similar expressions) that may constitute forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on our then current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. Factors that may cause such a difference include, but are not limited to the following:
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See discussion under Quantitative and Qualitative Disclosures About Market Risk beginning on page 25.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, we carried out an evaluation, with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There has been no change in our internal control over financial reporting during the quarter ended June 30, 2005, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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.
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