Virginia
|
54-1497771
|
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
1100 Boulders Parkway, Richmond, Virginia
|
23225
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock
|
New York Stock Exchange
|
|
Preferred Stock Purchase Rights
|
New York Stock Exchange
|
Yes
|
o
|
|
No
|
x
|
|
Yes | o |
No
|
x
|
Yes
|
x
|
|
No
|
o |
Yes
|
o |
|
No
|
o |
Large accelerated filer
|
o |
Accelerated filer
|
x
|
||||||
Non-accelerated filer
|
o |
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o |
Yes
|
o |
|
No
|
x |
|
Part I
|
Page
|
|
Item 1.
|
Business
|
1-3
|
Item 1A.
|
Risk Factors
|
4-7
|
Item 1B.
|
Unresolved Staff Comments
|
None
|
Item 2.
|
Properties
|
7-8
|
Item 3.
|
Legal Proceedings
|
None
|
Item 4.
|
Submission of Matters to a Vote of Security Holders
|
None
|
Part II
|
||
Item 5.
|
Market for Tredegar’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
|
8-11
|
Item 6.
|
Selected Financial Data
|
11-17
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
18-36
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
36
|
Item 8.
|
Financial Statements and Supplementary Data
|
41-77
|
Item 9.
|
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
|
None
|
Item 9A.
|
Controls and Procedures
|
36-37
|
Item 9B.
|
Other Information
|
None
|
Part III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance*
|
38-39
|
Item 11.
|
Executive Compensation
|
*
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters*
|
40
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence*
|
40
|
Item 14.
|
Principal Accounting Fees and Services
|
*
|
Part IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
41
|
●
|
Apertured film and nonwoven materials for use as topsheet in feminine hygiene products, baby diapers and adult incontinence products (including materials sold under the ComfortQuiltTM, ComfortAireTM, SoftAireTM and FreshFeelTM brand names);
|
●
|
Breathable, embossed and elastic materials for use as components for baby diapers, adult incontinence products and feminine hygiene products (including elastic components sold under the FabriFlexTM, StretchTabTM, FlexAireTM, and FlexFeelTM brand names); and
|
●
|
Absorbent transfer layers for baby diapers and adult incontinence products sold under the AquiDryTM and AquiSoftTM brand names.
|
% of Aluminum Extrusions Sales Volume
|
|||||||
by Market Segment (Continuing Operations)
|
|||||||
2009
|
2008
|
2007
|
|||||
Building and construction:
|
|||||||
Nonresidential
|
71
|
72
|
65
|
||||
Residential
|
14
|
13
|
17
|
||||
Transportation
|
6
|
4
|
4
|
||||
Distribution
|
4
|
5
|
9
|
||||
Electrical
|
2
|
2
|
2
|
||||
Consumer durables
|
2
|
2
|
1
|
||||
Machinery and equipment
|
1
|
2
|
2
|
||||
Total
|
100
|
100
|
100
|
General
|
●
|
Our future performance is influenced by costs incurred by our operating companies including, for example, the cost of raw materials and energy. These costs include, without limitation, the cost of resin (the raw material on which Film Products primarily depends), aluminum (the raw material on which Aluminum Extrusions primarily depends), natural gas (the principal fuel necessary for Aluminum Extrusions’ plants to operate), electricity and diesel fuel. Resin, aluminum and natural gas prices are extremely volatile as shown in the charts on pages 32-33. We attempt to mitigate the effects of increased costs through price increases and contractual pass-through provisions, but there are no assurances that higher prices can effectively be passed through to our customers or that we will be able to offset fully or on a timely basis the effects of higher raw material costs through price increases or pass-through arrangements. Further, there is no assurance that cost control efforts will be sufficient to offset any additional future declines in revenue or increases in raw material, energy or other costs.
|
●
|
If we are unable to obtain capital at a reasonable cost, we may not be able to expand our operations and implement our growth strategies. Our five year, $300 million unsecured revolving credit facility expires in December 2010. Our ability to invest in our businesses and make acquisitions with funds in excess of the net cash flows generated from ongoing operations requires access to capital markets. In recent months, there has been uncertainty over how quickly the global economy will recover from its current recession. In addition, many banks and other financial institutions had to enter into forced liquidation sales and/or announced material write-downs related to their exposure to mortgage-backed securities, high leverage loans and other financial instruments in recent years. These events, along with other factors, have led to a tightening in the credit markets for many borrowers. Our ability to expand our operations and implement our growth strategies could be negatively impacted if we are unable to obtain financing at a reasonable cost.
|
●
|
Non-compliance with any of the covenants in our $300 million credit facility could result in all outstanding debt under the agreement becoming due, which could have an adverse effect on our financial condition and liquidity. The credit agreement governing our credit facility contains restrictions and financial covenants that could restrict our financial flexibility. While we had no outstanding borrowings on our $300 million credit facility at December 31, 2009, our failure to comply with these covenants in a future period could result in an event of default, which if not cured or waived, could have an adverse effect on our financial condition and liquidity if borrowings are material.
|
●
|
Our investments (primarily $10 million investment in Harbinger and $7.5 million investment in a drug delivery company) have high risk. Harbinger Capital Partners Special Situations Fund, L.P. (“Harbinger”) is a fund that seeks to achieve superior absolute returns by participating primarily in medium to long-term investments involving distressed/high yield debt securities, special situation equities and private loans and notes. The fund is a highly speculative investment and subject to limitations on withdrawal. The drug delivery company may need several more rounds of financing to have the opportunity to complete product development and bring its technology to market, which may never occur. There is no secondary market for selling our interests in Harbinger or the drug delivery company. As a result, we may be required to bear the risk of our investments in Harbinger and the drug delivery company for an indefinite period of time.
|
●
|
Loss of certain key officers or employees could adversely affect our business. We depend on our senior executive officers and other key personnel to run our business. The loss of any of these officers or other key personnel could materially adversely affect our operations. Competition for qualified employees among companies that rely heavily on engineering and technology is intense, and the loss of qualified employees or an inability to attract, retain and motivate additional highly skilled employees required for the operation and
|
expansion of our business could hinder our ability to improve manufacturing operations, conduct research activities successfully and develop marketable products. |
●
|
Tredegar is subject to increased credit risk that is inherent with an economic downturn and efforts to increase market share as we attempt to broaden our customer base. In the event of the deterioration of operating cash flows or diminished borrowing capacity of our customers, the collection of trade receivable balances may be delayed or deemed unlikely. The operations of our customers for Aluminum Extrusions generally follow the cycles within the economy, resulting in greater credit risk from diminished operating cash flows and higher bankruptcy rates when the economy is in recession. In addition, Films Products’ credit risk exposure could increase as efforts to expand its business may lead to a broader, more diverse customer base.
|
●
|
Tredegar is subject to various environmental laws and regulations and could become exposed to substantial liabilities and costs associated with such laws. We are subject to various environmental proceedings and could become subject to additional proceedings in the future. In the case of known potential liabilities, it is management’s judgment that the resolution of ongoing and/or pending environmental remediation obligations is not expected to have a material adverse effect on our consolidated financial condition or liquidity. In any given period or periods, however, it is possible such proceedings or matters could have a material effect on the results of operations. Changes in environmental laws and regulations, or their application, including, but not limited to, those relating to global climate change, could subject us to significant additional capital expenditures and operating expenses. Moreover, future developments in federal, state, local and international environmental laws and regulations are currently especially difficult to predict. Environmental laws have become and are expected to continue to become increasingly strict. As a result, we will be subject to new environmental laws and regulations. However, any such changes are uncertain and, therefore, it is not possible for us to predict with certainty the amount of additional capital expenditures or operating expenses that could be necessary for compliance with respect to any such changes.
|
●
|
An inability to renegotiate one of our collective bargaining agreements could adversely affect our financial results. Some of our employees are represented by labor unions under various collective bargaining agreements with varying durations and expiration dates. Tredegar may not be able to satisfactorily renegotiate collective bargaining agreements when they expire. In addition, existing collective bargaining agreements may not prevent a strike or work stoppage at our facilities in the future. Any such work stoppages (or potential work stoppages) could negatively impact our ability to manufacture our products and adversely affect results of operations.
|
Film Products
|
●
|
Film Products is highly dependent on sales associated with one customer, P&G. P&G comprised approximately 40% of Tredegar’s consolidated net sales from continuing operations in 2009, 33% in 2008 and 29% in 2007. The loss or significant reduction of sales associated with P&G would have a material adverse effect on our business. Other P&G-related factors that could adversely affect our business include, by way of example, (i) failure by P&G to achieve success or maintain share in markets in which P&G sells products containing our materials, (ii) operational decisions by P&G that result in component substitution, inventory reductions and similar changes, (iii) delays in P&G rolling out products utilizing new technologies developed by us and (iv) P&G rolling out products utilizing technologies developed by others that replaces our business with P&G. While we have undertaken efforts to expand our customer base, there can be no assurance that such efforts will be successful, or that they will offset any delay or loss of sales and profits associated with P&G.
|
●
|
Growth of Film Products depends on our ability to develop and deliver new products at competitive prices. Personal care, surface protection and packaging products are now being made with a variety of new materials and the overall cycle for changing materials has accelerated. While we have substantial technical resources, there can be no assurance that our new products can be brought to market successfully, or if brought to market successfully, at the same level of profitability and market share of replaced films. A shift in customer preferences away from our technologies, our inability to develop and deliver new profitable products, or delayed acceptance of our new products in domestic or foreign markets, could have a material adverse effect on our
|
business. In the long term, growth will depend on our ability to provide innovative materials at a cost that meets our customers’ needs. |
●
|
Continued growth in Film Products' sale of high value protective film products is not assured. A shift in our customers' preference to new or different products or new technology that displaces flat panel displays that currently utilize our protective films could have a material adverse effect on our sales of protective films. Similarly, a decline in the rate of growth for flat panel displays could have a material adverse effect on protective film sales.
|
●
|
Our substantial international operations subject us to risks of doing business in countries outside the United States, which could adversely affect our business, financial condition and results of operations. Risks inherent in international operations include the following, by way of example: changes in general economic conditions, potential difficulty enforcing agreements and intellectual property rights, staffing and managing widespread operations and the challenges of complying with a wide variety of laws and regulations, restrictions on international trade or investment, restrictions on the repatriation of income, fluctuations in exchange rates, imposition of additional taxes on our income generated outside the U.S., nationalization of private enterprises and unexpected adverse changes in international laws and regulatory requirements.
|
●
|
Our inability to protect our intellectual property rights or our infringement of the intellectual property rights of others could have a significant adverse impact on Film Products. Film Products operates in a field where our significant customers and competitors have substantial intellectual property portfolios. The continued success of this business depends on our ability not only to protect our own technologies and trade secrets, but also to develop and sell new products that do not infringe upon existing patents or threaten existing customer relationships. An unfavorable outcome in any intellectual property litigation or similar proceeding could have a material adverse effect on Film Products.
|
●
|
The recent economic downturn could have a disruptive impact on our supply chain. Certain raw materials used in manufacturing our products are available from a single supplier, and we may not be able to quickly or inexpensively re-source to another supplier. The risk of damage or disruption to our supply chain has been exacerbated during the recent economic recession as different suppliers have consolidated their product portfolios or experienced financial distress. Failure to take adequate steps to effectively manage such events, which are intensified when a product is sourced from a single supplier or location, could adversely affect our business and results of operations, as well as require additional resources to restore our supply chain.
|
●
|
Failure of our customers to achieve success or maintain market share could adversely impact sales and operating margins. Our products serve as components for various consumer products sold worldwide. Our customers’ ability to successfully develop, manufacture and market its products is integral to our success.
|
Aluminum Extrusions
|
●
|
Sales volume and profitability of Aluminum Extrusions is cyclical and highly dependent on economic conditions of end-use markets in the United States, particularly in the construction, distribution and transportation industries. Our market segments are also subject to seasonal slowdowns. Because of the high degree of operating leverage inherent in our operations (generally constant fixed costs until full capacity utilization is achieved), the percentage drop in operating profits in a cyclical downturn will likely exceed the percentage drop in volume. Any benefits associated with cost reductions and productivity improvements may not be sufficient to offset the adverse effects on profitability from pricing and margin pressure and higher bad debts (including a greater chance of loss associated with defaults on fixed-price forward sales contracts with our customers) that usually accompany a downturn. In addition, higher energy costs can further reduce profits unless offset by price increases or cost reductions and productivity improvements.
Currently, there is uncertainty surrounding the extent and timing of recovery from the current economic recession. There can be no assurance as to the extent and timing of the recovery of sales volumes and profits for
|
Aluminum Extrusions, especially since there can be a lag in the recovery of its end-use markets in comparison to the overall economic recovery. |
●
|
The markets for our products are highly competitive with product quality, service, delivery performance and price being the principal competitive factors. Aluminum Extrusions has approximately 975 customers associated with its continuing operations that are in a variety of end-use markets within the broad categories of building and construction, distribution, transportation, machinery and equipment, electrical and consumer durables. No single customer exceeds 5% of Aluminum Extrusions' net sales. Due to the diverse customer mix across many end-use markets, we believe the industry generally tracks the real growth of the overall economy. Future success and prospects depend on our ability to retain existing customers and participate in overall industry cross-cycle growth.
|
|
During improving economic conditions, excess industry capacity is absorbed and pricing pressure becomes less of a factor in many of our end-use markets. Conversely, during an economic slowdown, excess industry capacity often drives increased pricing pressure in many end-use markets as competitors protect their position with key customers. Because the business is susceptible to these changing economic conditions, Aluminum Extrusions targets complex, customized, service-intensive business with more challenging requirements which is competitively more defensible compared to higher volume, standard extrusion applications.
|
|
Imports into the U.S., primarily from China, represent a portion of the U.S. aluminum extrusion market, and increased significantly in 2009. This trend has the potential of further exacerbating a very competitive market, amplifying market share and pricing pressures.
|
Film Products | ||
Locations in the U.S.
Lake Zurich, Illinois
Pottsville, Pennsylvania
Red Springs, North Carolina (leased)
Richmond, Virginia (technical center) (leased)
Terre Haute, Indiana
(technical center and
production facility)
|
Locations Outside the U.S.
Chieti, Italy (technical center)
(leased)
Guangzhou, China
Kerkrade, The Netherlands
Pune, India (under construction)
Rétság, Hungary
Roccamontepiano, Italy
São Paulo, Brazil
Shanghai, China
|
Principal Operations
Production of plastic films and laminate materials
|
Aluminum Extrusions | ||
Locations in the U.S.
Carthage, Tennessee
Kentland, Indiana
Newnan, Georgia
|
Locations in Canada
All locations in Canada were part of the sale on February 12, 2008, of the aluminum extrusions business in Canada (see Note 17 to the notes to financial statements for more information)
|
Principal Operations
Production of aluminum extrusions, fabrication and finishing
|
Item 4.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
2009
|
2008
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
First quarter
|
$ | 18.68 | $ | 14.43 | $ | 18.56 | $ | 13.13 | ||||||||
Second quarter
|
17.99 | 12.79 | 19.49 | 14.19 | ||||||||||||
Third quarter
|
15.82 | 13.07 | 20.59 | 13.38 | ||||||||||||
Fourth quarter
|
15.93 | 13.40 | 18.68 | 11.41 |
|
|
|
|
|||||||
Period
|
Total
Number ofPurchased
|
Average
Price PaidCommissions
|
Total
CumulativePurchased:
|
Maximum
Number ofPurchased:
|
||||||
January 2008
|
- | $ | - | - | 5,000,000 | |||||
February 2008
|
16,300 | 15.38 | 16,300 | 4,983,700 | ||||||
March 2008
|
386,500 | 15.44 | 402,800 | 4,597,200 | ||||||
April 2008
|
- | - | 402,800 | 4,597,200 | ||||||
May 2008
|
311,800 | 14.84 | 714,600 | 4,285,400 | ||||||
June 2008
|
69,400 | 14.23 | 784,000 | 4,216,000 | ||||||
July 2008
|
253,600 | 13.87 | 1,037,600 | 3,962,400 | ||||||
August 2008 - July 2009
|
- | - | 1,037,600 | 3,962,400 | ||||||
August 2009
|
66,737 | 14.59 | 1,104,337 | 3,895,663 | ||||||
September 2009
|
38,760 | 14.13 | 1,143,097 | 3,856,903 | ||||||
October 2009 - December 2009
|
- | - | 1,143,097 | 3,856,903 | ||||||
See page 31 of the Financial Condition section of Management's Discussion and Analysis of Financial Condition and Results of Operations for additional share repurchases from January 1, 2010 through February 26, 2010.
|
||||||||||
|
Legal Counsel | Independent Registered Public Accounting Firm |
Hunton & Williams LLP
Richmond, Virginia
|
PricewaterhouseCoopers LLP
Richmond, Virginia
|
FIVE-YEAR SUMMARY
|
|||||||||||||||||||||||||
Tredegar Corporation and Subsidiaries
|
|||||||||||||||||||||||||
Years Ended December 31
|
2009
|
2008
|
2007
|
2006
|
2005
|
||||||||||||||||||||
(In Thousands, Except Per-Share Data)
|
|||||||||||||||||||||||||
Results of Operations (a):
|
|
|
|
|
|||||||||||||||||||||
Sales
|
$ | 648,613 | $ | 883,899 | $ | 922,583 | $ | 937,561 | $ | 808,464 | |||||||||||||||
Other income (expense), net
|
8,464 |
(c)
|
10,341 |
(d)
|
1,782 |
(e)
|
1,444 |
(f)
|
(2,211 | ) |
(g)
|
||||||||||||||
657,077 | 894,240 | 924,365 | 939,005 | 806,253 | |||||||||||||||||||||
Cost of goods sold
|
516,933 |
(c)
|
739,721 |
(d)
|
761,509 |
(e)
|
779,376 |
(f)
|
672,465 |
(g)
|
|||||||||||||||
Freight
|
16,085 | 20,782 | 19,808 | 22,602 | 20,276 | ||||||||||||||||||||
Selling, general & administrative expenses
|
60,481 | 58,699 | 68,501 | 64,082 | 61,007 |
(g)
|
|||||||||||||||||||
Research and development expenses
|
11,856 | 11,005 | 8,354 | 8,088 | 8,982 | ||||||||||||||||||||
Amortization of intangibles
|
120 | 123 | 149 | 149 | 299 | ||||||||||||||||||||
Interest expense
|
783 | 2,393 | 2,721 | 5,520 | 4,573 | ||||||||||||||||||||
Asset impairments and costs associated
|
|||||||||||||||||||||||||
with exit and disposal activities
|
2,950 |
(c)
|
12,390 |
(d)
|
4,027 |
(e)
|
4,080 |
(f)
|
15,782 |
(g)
|
|||||||||||||||
Goodwill impairment charge
|
30,559 |
(b)
|
- | - | - | - | |||||||||||||||||||
639,767 | 845,113 | 865,069 | 883,897 | 783,384 | |||||||||||||||||||||
Income from continuing operations
|
|||||||||||||||||||||||||
before income taxes
|
17,310 | 49,127 | 59,296 | 55,108 | 22,869 | ||||||||||||||||||||
Income taxes
|
18,663 |
(c)
|
19,486 |
(d)
|
24,366 | 19,791 |
(f)
|
9,497 | |||||||||||||||||
Income (loss) from continuing operations (a)
|
(1,353 | ) | 29,641 | 34,930 | 35,317 | 13,372 | |||||||||||||||||||
Discontinued operations (a):
|
|||||||||||||||||||||||||
Income (loss) from aluminum extrusions
|
|||||||||||||||||||||||||
business in Canada
|
- | (705 | ) | (19,681 | ) | 2,884 | 2,857 | ||||||||||||||||||
Net income (loss)
|
$ | (1,353 | ) | $ | 28,936 | $ | 15,249 | $ | 38,201 | $ | 16,229 | ||||||||||||||
Diluted earnings (loss) per share:
|
|||||||||||||||||||||||||
Continuing operations (a)
|
$ | (.04 | ) | $ | .87 | $ | .90 | $ | .91 | $ | .35 | ||||||||||||||
Discontinued operations (a)
|
- | (.02 | ) | (.51 | ) | .07 | .07 | ||||||||||||||||||
Net income (loss)
|
$ | (.04 | ) | $ | .85 | $ | .39 | $ | .98 | $ | .42 | ||||||||||||||
Refer to notes to financial tables on page 17.
|
FIVE-YEAR SUMMARY
|
|
|
|
|
||||||||||||||||
Tredegar Corporation and Subsidiaries
|
||||||||||||||||||||
Years Ended December 31
|
2009
|
2008
|
2007
|
2006
|
2005
|
|||||||||||||||
(In Thousands, Except Per-Share Data)
|
||||||||||||||||||||
Share Data:
|
||||||||||||||||||||
Equity per share
|
$ | 12.66 | $ | 12.40 | $ | 14.13 | $ | 13.15 | $ | 12.53 | ||||||||||
Cash dividends declared per share
|
.16 | .16 | .16 | .16 | .16 | |||||||||||||||
Weighted average common shares outstanding
|
||||||||||||||||||||
during the period
|
33,861 | 33,977 | 38,532 | 38,671 | 38,471 | |||||||||||||||
Shares used to compute diluted earnings (loss)
|
||||||||||||||||||||
per share during the period
|
33,861 | 34,194 | 38,688 | 38,931 | 38,597 | |||||||||||||||
Shares outstanding at end of period
|
33,888 | 33,910 | 34,765 | 39,286 | 38,737 | |||||||||||||||
Closing market price per share:
|
||||||||||||||||||||
High
|
$ | 18.68 | $ | 20.59 | $ | 24.45 | $ | 23.32 | $ | 20.19 | ||||||||||
Low
|
12.79 | 11.41 | 13.33 | 13.06 | 11.76 | |||||||||||||||
End of year
|
15.82 | 18.18 | 16.08 | 22.61 | 12.89 | |||||||||||||||
Total return to shareholders (h)
|
(12.1 | ) % | 14.1 | % | (28.2 | ) % | 76.6 | % | (35.4 | ) % | ||||||||||
Financial Position:
|
||||||||||||||||||||
Total assets
|
$ | 596,279 | $ | 610,632 | $ | 784,478 | $ | 781,787 | $ | 781,758 | ||||||||||
Cash and cash equivalents
|
90,663 | 45,975 | 48,217 | 40,898 | 23,434 | |||||||||||||||
Debt
|
1,163 | 22,702 | 82,056 | 62,520 | 113,050 | |||||||||||||||
Shareholders' equity (net book value)
|
429,072 | 420,416 | 491,328 | 516,595 | 485,362 | |||||||||||||||
Equity market capitalization (i)
|
536,108 | 616,484 | 559,021 | 888,256 | 499,320 | |||||||||||||||
Refer to notes to financial tables on page 17.
|
SEGMENT TABLES
|
||||||||||||||||
Tredegar Corporation and Subsidiaries
|
||||||||||||||||
Net Sales (j)
|
||||||||||||||||
Segment
|
2009
|
2008
|
2007
|
2006
|
2005
|
|||||||||||
(In Thousands)
|
||||||||||||||||
Film Products
|
$ | 455,007 | $ | 522,839 | $ | 530,972 | $ | 511,169 | $ | 460,277 | ||||||
Aluminum Extrusions
|
177,521 | 340,278 | 371,803 | 403,790 | 327,659 | |||||||||||
AFBS (formerly Therics)
|
- | - | - | - | 252 | |||||||||||
Total net sales
|
632,528 | 863,117 | 902,775 | 914,959 | 788,188 | |||||||||||
Add back freight
|
16,085 | 20,782 | 19,808 | 22,602 | 20,276 | |||||||||||
Sales as shown in Consolidated
|
||||||||||||||||
Statements of Income
|
$ | 648,613 | $ | 883,899 | $ | 922,583 | $ | 937,561 | $ | 808,464 | ||||||
Identifiable Assets
|
||||||||||||||||
Segment
|
2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||
(In Thousands)
|
||||||||||||||||
Film Products
|
$ | 371,639 | $ | 399,895 | $ | 488,035 | $ | 498,961 | $ | 479,286 | ||||||
Aluminum Extrusions
|
82,429 | 112,259 | 115,223 | 128,967 | 130,448 | |||||||||||
AFBS (formerly Therics)
|
1,147 | 1,629 | 2,866 | 2,420 | 2,759 | |||||||||||
Subtotal
|
455,215 | 513,783 | 606,124 | 630,348 | 612,493 | |||||||||||
General corporate
|
50,401 | 50,874 | 74,927 | 30,113 | 61,905 | |||||||||||
Cash and cash equivalents
|
90,663 | 45,975 | 48,217 | 40,898 | 23,434 | |||||||||||
Identifiable assets from continuing operations
|
596,279 | 610,632 | 729,268 | 701,359 | 697,832 | |||||||||||
Discontinued operations (a):
|
||||||||||||||||
Aluminum extrusions business in Canada
|
- | - | 55,210 | 80,428 | 83,926 | |||||||||||
Total
|
$ | 596,279 | $ | 610,632 | $ | 784,478 | $ | 781,787 | $ | 781,758 | ||||||
Refer to notes to financial tables on page 17.
|
SEGMENT TABLES
|
|||||||||||||||||||||||||
Tredegar Corporation and Subsidiaries
|
|||||||||||||||||||||||||
Operating Profit
|
|||||||||||||||||||||||||
Segment
|
2009
|
2008
|
2007
|
2006
|
2005
|
||||||||||||||||||||
(In Thousands)
|
|||||||||||||||||||||||||
Film Products:
|
|||||||||||||||||||||||||
Ongoing operations
|
$ | 64,379 | $ | 53,914 | $ | 59,423 | $ | 57,645 | $ | 44,946 | |||||||||||||||
Plant shutdowns, asset impairments
|
|||||||||||||||||||||||||
and restructurings, net of gains on
|
|||||||||||||||||||||||||
sale of assets and related income from
|
|||||||||||||||||||||||||
LIFO inventory liquidations
|
(1,846 | ) |
(c)
|
(11,297 | ) |
(d)
|
(649 | ) |
(e)
|
221 |
(f)
|
(3,955 | ) |
(g)
|
|||||||||||
Aluminum Extrusions:
|
|||||||||||||||||||||||||
Ongoing operations
|
(6,494 | ) | 10,132 | 16,516 | 18,302 | 17,084 | |||||||||||||||||||
Plant shutdowns, asset impairments,
|
|||||||||||||||||||||||||
restructurings and other
|
(639 | ) |
(c)
|
(687 | ) |
(d)
|
(634 | ) |
(e)
|
(1,434 | ) |
(f)
|
(993 | ) |
(g)
|
||||||||||
Goodwill impairment charge
|
(30,559 | ) |
(b)
|
- | - | - | - | ||||||||||||||||||
AFBS (formerly Therics):
|
|||||||||||||||||||||||||
Ongoing operations
|
- | - | - | - | (3,467 | ) | |||||||||||||||||||
Loss on investment in Therics, LLC
|
- | - | - | (25 | ) | (145 | ) | ||||||||||||||||||
Gain on sale of investments in Theken
|
|||||||||||||||||||||||||
Spine and Therics, LLC
|
1,968 |
(c)
|
1,499 |
(d)
|
- | - | - | ||||||||||||||||||
Plant shutdowns, asset impairments,
|
|||||||||||||||||||||||||
restructurings and other
|
- | - | (2,786 | ) |
(e)
|
(637 | ) |
(f)
|
(10,318 | ) |
(g)
|
||||||||||||||
Total
|
26,809 | 53,561 | 71,870 | 74,072 | 43,152 | ||||||||||||||||||||
Interest income
|
806 | 1,006 | 1,212 | 1,240 | 586 | ||||||||||||||||||||
Interest expense
|
783 | 2,393 | 2,721 | 5,520 | 4,573 | ||||||||||||||||||||
Gain on sale of corporate assets
|
404 | 1,001 | 2,699 | 56 | 61 | ||||||||||||||||||||
Gain from write-up of an investment
|
|||||||||||||||||||||||||
accounted for under the fair value method
|
5,100 |
(c)
|
5,600 |
(d)
|
- | - | - | ||||||||||||||||||
Loss from write-down of an investment
|
- | - | 2,095 |
(e)
|
- | 5,000 |
(g)
|
||||||||||||||||||
Stock option-based compensation costs
|
1,692 | 782 | 978 | 970 | - | ||||||||||||||||||||
Corporate expenses, net
|
13,334 | 8,866 | 10,691 | 13,770 | 11,357 |
(g)
|
|||||||||||||||||||
Income from continuing operations
|
|||||||||||||||||||||||||
before income taxes
|
17,310 | 49,127 | 59,296 | 55,108 | 22,869 | ||||||||||||||||||||
Income taxes
|
18,663 |
(c)
|
19,486 |
(d)
|
24,366 | 19,791 |
(f)
|
9,497 | |||||||||||||||||
Income (loss) from continuing operations
|
(1,353 | ) | 29,641 | 34,930 | 35,317 | 13,372 | |||||||||||||||||||
Income (loss) from discontinued operations (a)
|
- | (705 | ) | (19,681 | ) | 2,884 | 2,857 | ||||||||||||||||||
Net income (loss)
|
$ | (1,353 | ) | $ | 28,936 | $ | 15,249 | $ | 38,201 | $ | 16,229 | ||||||||||||||
Refer to notes to financial tables on page 17.
|
|||||||||||||||||||||||||
SEGMENT TABLES
|
||||||||||||||||
Tredegar Corporation and Subsidiaries
|
||||||||||||||||
Depreciation and Amortization
|
||||||||||||||||
Segment
|
2009
|
2008
|
2007
|
2006
|
2005
|
|||||||||||
(In Thousands)
|
||||||||||||||||
Film Products
|
$ | 32,360 | $ | 34,588 | $ | 34,092 | $ | 31,847 | $ | 26,673 | ||||||
Aluminum Extrusions
|
7,566 | 8,018 | 8,472 | 8,378 | 7,996 | |||||||||||
AFBS (formerly Therics)
|
- | - | - | - | 437 | |||||||||||
Subtotal
|
39,926 | 42,606 | 42,564 | 40,225 | 35,106 | |||||||||||
General corporate
|
71 | 70 | 91 | 111 | 195 | |||||||||||
Total continuing operations
|
39,997 | 42,676 | 42,655 | 40,336 | 35,301 | |||||||||||
Discontinued operations (a):
|
||||||||||||||||
Aluminum extrusions business in Canada
|
- | 515 | 3,386 | 3,945 | 3,488 | |||||||||||
Total
|
$ | 39,997 | $ | 43,191 | $ | 46,041 | $ | 44,281 | $ | 38,789 | ||||||
Capital Expenditures and Investments
|
||||||||||||||||
Segment
|
2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||
(In Thousands)
|
||||||||||||||||
Film Products
|
$ | 11,487 | $ | 11,135 | $ | 15,304 | $ | 33,168 | $ | 50,466 | ||||||
Aluminum Extrusions
|
22,530 | 9,692 | 4,391 | 6,609 | 5,750 | |||||||||||
AFBS (formerly Therics)
|
- | - | - | - | 36 | |||||||||||
Subtotal
|
34,017 | 20,827 | 19,695 | 39,777 | 56,252 | |||||||||||
General corporate
|
125 | 78 | 6 | 24 | 73 | |||||||||||
Capital expenditures for continuing
|
||||||||||||||||
operations
|
34,142 | 20,905 | 19,701 | 39,801 | 56,325 | |||||||||||
Discontinued operations (a):
|
||||||||||||||||
Aluminum extrusions business in Canada
|
- | 39 | 942 | 772 | 6,218 | |||||||||||
Total capital expenditures
|
34,142 | 20,944 | 20,643 | 40,573 | 62,543 | |||||||||||
Investments
|
- | 5,391 | 23,513 | 542 | 1,095 | |||||||||||
Total
|
$ | 34,142 | $ | 26,335 | $ | 44,156 | $ | 41,115 | $ | 63,638 | ||||||
Refer to notes to financial tables on page 17.
|
NOTES TO FINANCIAL TABLES
|
||||||||||||||||||
(a)
|
On February 12, 2008, we sold our aluminum extrusions business in Canada. All historical results for this business have been reflected as discontinued operations. In 2008, discontinued operations include an after-tax loss of $412,000 on the sale in addition to operating results through the closing date. In 2007, discontinued operations also include $11.4 million in cash income tax benefits from the sale that were realized in 2008.
|
|||||||||||||||||
|
||||||||||||||||||
(b)
|
A goodwill impairment charge of $30.6 million ($30.6 million after taxes) was recognized in Aluminum Extrusions upon completion of an impairment analysis performed as of March 31, 2009. The non-cash charge, computed under U.S. generally accepted accounting principles, resulted from the estimated adverse impact on the business unit's fair value of possible future losses and the uncertainty of the amount and timing of an economic recovery.
|
|||||||||||||||||
|
||||||||||||||||||
(c)
|
Plant shutdowns, asset impairments, restructurings and other for 2009 include a charge of $2.1 million for severance and other employee related costs in connection with restructurings for Film Products ($1.3 million), Aluminum Extrusions ($433,000) and corporate headquarters ($396,000, included in "Corporate expenses, net" in the operating profit by segment table), an asset impairment charge of $1.0 million in Films Products, pretax losses of $952,000 associated with Aluminum Extrusions for timing differences between the recognition of realized losses on aluminum futures contracts and related revenues from the delayed fulfillment by customers of fixed-price forward purchase commitments (included in "Cost of goods sold" in the consolidated statements of income), a gain of $640,000 related to the sale of land at our aluminum extrusions facility in Newnan, Georgia (included in "Other income (expense), net" in the consolidated statements of income), a gain of $275,000 on the sale of equipment (included in "Other income (expense), net" in the consolidated statements of income) from a previously shutdown film products manufacturing facility in LaGrange, Georgia, a gain of $175,000 on the sale of a previously shutdown aluminum extrusions manufacturing facility in El Campo, Texas (included in "Other income (expense), net" in the consolidated statements of income), a gain of $149,000 related to the reversal to income of certain inventory impairment accruals in Film Products, and a net charge of $69,000 (included in "Costs of goods sold" in the consolidated statement of income) related to adjustments of future environmental costs expected to be incurred by Aluminum Extrusions. The gain from the write-up of an investment accounted for under the fair value method of $5.1 million in 2009 is included in "Other income (expense), net" in the consolidated statement of income. The gain on sale of investments in Theken Spine and Therics, LLC, which is also included in "Other income (expense), net" in the consolidated statement of income, includes the receipt of a contractual earn-out payment of $1.8 million and a post-closing contractual adjustment of $150,000. AFBS Inc. (formerly Therics, Inc.) received these investments in 2005, when substantially all of the assets of AFBS, 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. Income taxes in 2009 include the recognition of a valuation allowance of $2.1 million related to the expected limitations on the utilization of assumed capital losses on certain investments.
|
|||||||||||||||||
|
||||||||||||||||||
(d)
|
Plant shutdowns, asset impairments, restructurings and other for 2008 include an asset impairment charge of $9.7 million for Film Products, a charge of $2.7 million for severance and other employee related costs in connection with restructurings for Film Products ($2.2 million) and Aluminum Extrusions ($510,000), a pretax gain of $583,000 from the sale of land rights and related improvements at the Film Products facility in Shanghai, China (included in "Other income (expense), net" in the consolidated statement of income), and a $177,000 pretax charge related to expected future environmental costs at the Aluminum Extrusions facility in Newnan, Georgia (included in "Cost of goods sold" in the consolidated statements of income). The gain of $1.5 million from the sale of our investments in Theken Spine and Therics, LLC. is included in "Other income (expense), net" in the consolidated statements of income. The gain from the write-up of an investment accounted for under the fair value method of $5.6 million in 2008 is included in "Other income (expense), net" in the consolidated statements of income. Income taxes in 2008 includes the reversal of a valuation allowance recognized in the third quarter of 2007 of $1.1 million that originally related to expected limitations on the utilization of assumed capital losses on certain investments.
|
|||||||||||||||||
|
||||||||||||||||||
(e)
|
Plant shutdowns, asset impairments, restructurings and other for 2007 include a 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, charges of $594,000 for asset impairments in Film Products, a charge of $592,000 for severance and other employee-related costs in Aluminum Extrusions, a charge of $55,000 related to the shutdown of the films manufacturing facility in LaGrange, Georgia, and a charge of $42,000 associated with the expected future environmental costs at the aluminum extrusions facility in Newnan, Georgia (included in "Cost of goods sold" in the consolidated statements of income). The loss from the write-down of an investment in 2007 of $2.1 million is included in "Other income (expense), net" in the consolidated statements of income.
|
|||||||||||||||||
|
||||||||||||||||||
(f)
|
Plant shutdowns, asset impairments, restructurings and other for 2006 include a net gain of $1.5 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 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 consolidated statements of income), partially offset by severance and other costs of $1.6 million and asset impairment charges of $130,000, charges of $1.0 million for asset impairments in Film Products, a 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 consolidated statements of income), 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 charges of $637,000 related to the estimated loss on the sub-lease of a portion of the AFBS facility in Princeton, New Jersey. Income taxes in 2006 include a reversal of a valuation allowance of $577,000 for deferred tax assets associated with capital loss carry-forwards recorded with the write-down of the investment in Novalux in 2005. Outside appraisal of the value of corporate assets, primarily real estate, performed in December 2006, indicated that realization of related deferred tax assets is more likely than not.
|
|||||||||||||||||
|
||||||||||||||||||
(g)
|
Plant shutdowns, asset impairments, restructurings and other for 2005 include charges of $10.3 million related to the sale or assignment of substantially all of AFBS' assets, charges of $2.1 million related to severance and other employee-related costs in connection with restructurings in Film Products ($1.1 million), Aluminum Extrusions ($498,000) and corporate headquarters ($455,000, included in "Corporate expenses, net" in the operating profit by segment table), a charge of $2.1 million related to the planned shutdown of the films manufacturing facility in LaGrange, Georgia, a net gain of $1.7 million related to the shutdown of the films manufacturing facility in New Bern, North Carolina, including a gain on the sale of the facility ($1.8 million, included in "Other income (expense), net" in the consolidated statements of income), partially offset by shutdown-related expenses ($225,000), a charge of $1.0 million for process reengineering costs associated with the implementation of an information system in Film Products (included in "Costs of goods sold" in the consolidated statements of income), a net charge of $843,000 related to severance and other employee-related costs associated with the restructuring of the research and development operations in Film Products (of this amount, $1.4 million in charges for employee relocation and recruitment is included in "Selling, general & administrative expenses" in the consolidated statements of income), a gain of $653,000 related to the shutdown of the films manufacturing facility in Carbondale, Pennsylvania, including a gain on the sale of the facility ($630,000, included in "Other income (expense), net" in the consolidated statements of income), and the reversal to income of certain shutdown-related accruals ($23,000), charges of $583,000 for asset impairments in Film Products, a gain of $508,000 for interest receivable on tax refund claims (included in "Corporate expenses, net" in the operating profit by segment table and "Other income (expense), net" in the consolidated statements of income), a charge of $495,000 in Aluminum Extrusions, including an asset impairment ($597,000), partially offset by the reversal to income of certain shutdown-related accruals ($102,000), charges of $353,000 for accelerated depreciation related to restructurings in Film Products, and a charge of $182,000 in Film Products related to the write-off of an investment. As of December 31, 2005, the investment in Novalux, Inc. of $6.1 million was written down to estimated fair value of $1.1 million. The loss from the write-down, $5.0 million, is included in "Other income (expense), net" in the consolidated statements of income.
|
|||||||||||||||||
|
||||||||||||||||||
(h)
|
Total return to shareholders is defined as the change in stock price during the year plus dividends per share, divided by the stock price at the beginning of the year.
|
|||||||||||||||||
(i)
|
Equity market capitalization is the closing market price per share for the period multiplied by the shares outstanding at the end of the period.
|
|||||||||||||||||
(j)
|
Net sales represent gross sales less freight. Net sales is the measure used by the chief operating decision maker of each segment for purposes of assessing performance.
|
Pension Benefits
|
●
|
A fourth quarter charge of $181,000 ($121,000 after taxes) and a first quarter charge of $1.1 million ($806,000 after taxes) for severance and other employee-related costs in connection with restructurings in Film Products;
|
●
|
A fourth quarter charge of $1.0 million ($1.0 million after taxes) for asset impairments in Film Products;
|
●
|
A fourth quarter benefit of $547,000 ($340,000 after taxes), a third quarter charge of $111,000 ($69,000 after taxes), a second quarter charge of $779,000 ($484,000 after taxes), and a first quarter charge of $609,000 ($378,000 after taxes) for timing differences between the recognition of realized losses on aluminum futures contracts and related revenues from the delayed fulfillment by customers of fixed-price forward purchase commitments (included in “Cost of goods sold” in the consolidated statements of income, see Note 6 starting on page 57 for additional detail);
|
●
|
A fourth quarter gain of $640,000 ($398,000 after taxes) related to the sale of land at our aluminum extrusions manufacturing facility in Newnan, Georgia (included in “Other income (expense), net” in the consolidated statements of income);
|
●
|
A fourth quarter charge of $64,000 ($40,000 after taxes) and a first quarter charge of $369,000 ($232,000 after taxes) for severance and other employee-related costs in connection with restructurings in Aluminum Extrusions;
|
●
|
A fourth quarter charge of $218,000 ($139,000 after taxes) and a first quarter charge of $178,000 ($113,000 after taxes) for severance and other employee-related costs in connection with restructurings at corporate headquarters (included in “Corporate expenses, net” in the segment operating profit table in Note 3 on page 55);
|
●
|
A first quarter gain of $275,000 ($162,000 after taxes) on the sale of equipment (included in “Other income (expense), net” in the consolidated statements of income) from a previously shutdown films manufacturing facility in LaGrange, Georgia;
|
●
|
A second quarter gain of $175,000 ($110,000 after taxes) on the sale of previously shutdown aluminum extrusions manufacturing facility in El Campo, Texas (included in “Other income (expense), net” in the consolidated statements of income);
|
●
|
A second quarter gain of $149,000 ($91,000 after taxes) related to the reversal to income of certain inventory impairment accruals in Film Products; and
|
●
|
A fourth quarter charge of $345,000 ($214,000 after taxes) and a second quarter benefit of $276,000 ($172,000 after taxes) related to adjustments of future environmental costs expected to be incurred by Aluminum Extrusions (included in “Cost of goods sold” in the consolidated statements of income).
|
(In Millions)
|
2009
|
2008
|
||||||
Floating-rate debt with interest charged on a rollover
|
||||||||
basis at one-month LIBOR plus a credit spread:
|
||||||||
Average outstanding debt balance
|
$ | 5.0 | $ | 47.7 | ||||
Average interest rate
|
1.2 | % | 3.8 | % | ||||
Fixed-rate and other debt:
|
||||||||
Average outstanding debt balance
|
$ | 1.5 | $ | 1.8 | ||||
Average interest rate
|
3.5 | % | 4.1 | % | ||||
Total debt:
|
||||||||
Average outstanding debt balance
|
$ | 6.5 | $ | 49.5 | ||||
Average interest rate
|
1.8 | % | 3.8 | % |
●
|
A fourth quarter charge of $7.2 million ($5.0 million after taxes), a second quarter charge of $854,000 ($717,000 after taxes), and a first quarter charge of $1.6 million ($1.2 million after taxes) for asset impairments in Film Products;
|
●
|
A second quarter charge of $90,000 ($83,000 after taxes) and a first quarter charge of $2.1 million ($1.4 million after taxes) for severance and other employee-related costs in connection with restructurings in Film Products;
|
●
|
A second quarter charge of $275,000 ($169,000 after taxes) and a first quarter charge of $235,000 ($145,000 after taxes) for severance and other employee-related costs in connection with restructurings in Aluminum Extrusions;
|
●
|
A fourth quarter gain of $583,000 ($437,000 after taxes) related to the sale of land rights and related improvements at the Film Products facility in Shanghai, China (included in “Other income (expense), net” in the consolidated statements of income); and
|
●
|
A fourth quarter charge of $72,000 ($44,000 after taxes) and a second quarter charge of $105,000 ($65,000 after taxes) related to expected future environmental costs at the Aluminum Extrusions facility in Newnan, Georgia (included in “Cost of goods sold” in the consolidated statements of income).
|
(In Millions)
|
2008
|
2007
|
||||||
Floating-rate debt with interest charged on a rollover
|
||||||||
basis at one-month LIBOR plus a credit spread:
|
||||||||
Average outstanding debt balance
|
$ | 47.7 | $ | 41.5 | ||||
Average interest rate
|
3.8 | % | 6.0 | % | ||||
Fixed-rate and other debt:
|
||||||||
Average outstanding debt balance
|
$ | 1.8 | $ | 2.2 | ||||
Average interest rate
|
4.1 | % | 3.8 | % | ||||
Total debt:
|
||||||||
Average outstanding debt balance
|
$ | 49.5 | $ | 43.7 | ||||
Average interest rate
|
3.8 | % | 5.9 | % |
●
|
Accounts receivable decreased $17.4 million (19.0%).
|
-
|
Accounts receivable in Film Products decreased by $4.2 million due mainly to lower sales and improved cash collections. Days sales outstanding (“DSO”) were 43 at December 31, 2009 compared to 45 at December 31, 2008.
|
-
|
Accounts receivable in Aluminum Extrusions decreased by $13.2 million due to lower sales volumes in 2009. DSO was 44 at December 31, 2009 compared with 43 at December 31, 2008, which was within the range experienced over the last twelve months.
|
●
|
Inventories decreased $1.3 million (3.5%).
|
-
|
Inventories in Film Products increased by approximately $568,000 as a result of the effect of changes in the U.S. dollar value of currencies for operations outside the U.S. Inventory days were relatively consistent at 36 at December 31, 2009 and 2008, respectively, which is within the range experience over the past twelve months.
|
-
|
Inventories in Aluminum Extrusions decreased by approximately $1.9 million. Inventory days increased to 42 at December 31, 2009 compared with 30 at December 31, 2008. Lower inventories at Aluminum Extrusions can be primarily attributed to a decrease in inventory levels as a result of reduced customer demand.
|
●
|
Net property, plant and equipment decreased $6.0 million (2.5%) due primarily to depreciation of $39.9 million and asset impairments and property disposals of $2.7 million, partially offset by capital expenditures of $34.1 million and a change in the value of the U.S. dollar relative to foreign currencies ($2.5 million increase).
|
●
|
Goodwill and other intangibles decreased by $30.5 million (22.6%) primarily due to the goodwill impairment charge of $30.6 million related to our aluminum extrusions business (see Note 1 beginning on page 47).
|
●
|
Other assets increased by $6.6 million (17.0%) primarily due to the $5.1 million write-up of an investment accounted for under the fair value method.
|
●
|
Accounts payable decreased by $1.2 million (2.2%).
|
-
|
Accounts payable in Film Products increased by $1.0 million primarily due to normal volatility associated with the timing of payments.
|
-
|
Accounts payable in Aluminum Extrusions decreased by $2.3 million, or 8.5%, primarily due to lower sales volumes.
|
-
|
Accounts payable increased at corporate by $128,000.
|
●
|
Accrued expenses decreased by $3.4 million (8.9%) due primarily due to the decrease in unrealized losses on future contracts that are used to hedge fixed-priced forward sales contracts with certain customer in Aluminum Extrusions, partially offset by higher accruals for certain performance-based incentive programs.
|
●
|
Other noncurrent liabilities decreased by $10.7 million (37.0%) due primarily to the change in the funded status of our defined benefit pension plans. As of December 31, 2009, the funded status of our defined benefit pension plan was a net liability of $6.0 million compared with $17.1 million as of December 31, 2008.
|
●
|
Net deferred income tax liabilities in excess of assets increased by $15.8 million primarily due to numerous changes between years in the balance of the components shown in the December 31, 2009 and 2008 schedule of deferred income tax assets and liabilities provided in Note 14 on page 70. Income taxes recoverable decreased by $8.5 million primarily due to tax benefits on certain net operating and capital losses in 2008 that were recovered through the carryback to prior years that had operating income and capital gains.
|
Net Capitalization and Indebtedness as of Dec. 31, 2009
|
||||
(In Thousands)
|
||||
Net capitalization:
|
||||
Cash and cash equivalents
|
$ | 90,663 | ||
Debt:
|
||||
$300 million revolving credit agreement maturing
|
||||
December 15, 2010
|
- | |||
Other debt
|
1,163 | |||
Total debt
|
1,163 | |||
Cash and cash equivalents net of debt
|
(89,500 | ) | ||
Shareholders' equity
|
429,072 | |||
Net capitalization
|
$ | 339,572 | ||
Indebtedness as defined in revolving credit agreement:
|
||||
Total debt
|
$ | 1,163 | ||
Face value of letters of credit
|
7,030 | |||
Liabilities relating to derivative financial
|
||||
instruments, net of cash deposits
|
255 | |||
Indebtedness
|
$ | 8,448 |
Pricing Under Revolving Credit Agreement (Basis Points)
|
|||||||
Indebtedness-to-Adjusted
|
Credit Spread
|
Commitment
|
|||||
EBITDA Ratio
|
Over LIBOR
|
Fee
|
|||||
> 2.50x but <= 3x
|
125
|
25
|
|||||
> 1.75x but <= 2.50x
|
100
|
20
|
|||||
> 1x but <=1.75x
|
87.5
|
17.5
|
|||||
<= 1x
|
75
|
15
|
Computations of Adjusted EBITDA, Adjusted EBIT, Leverage Ratio and
|
||||
Interest Coverage Ratio as Defined in Revolving Credit Agreement Along with Related Most
|
||||
Restrictive Covenants
|
||||
As of and for the Twelve Months Ended December 31, 2009 (In Thousands)
|
||||
Computations of adjusted EBITDA and adjusted EBIT as defined in
|
||||
revolving credit agreement for the twelve months ended December 31, 2009:
|
||||
Net loss
|
$ | (1,353 | ) | |
Plus:
|
||||
After-tax losses related to discontinued operations
|
- | |||
Total income tax expense for continuing operations
|
18,663 | |||
Interest expense
|
783 | |||
Charges related to stock option grants and awards accounted for
|
||||
under the fair value-based method
|
1,692 | |||
Losses related to the application of the equity method of accounting
|
- | |||
Depreciation and amortization expense for continuing operations
|
39,997 | |||
All non-cash losses and expenses, plus cash losses and expenses not
|
||||
to exceed $10,000, for continuing operations that are classified as
|
||||
unusual, extraordinary or which are related to plant shutdowns,
|
||||
asset impairments and/or restructurings (cash-related of $2,439)
|
34,003 | |||
Minus:
|
||||
After-tax income related to discontinued operations
|
- | |||
Total income tax benefits for continuing operations
|
- | |||
Interest income
|
(806 | ) | ||
All non-cash gains and income, plus cash gains and income not to
|
||||
exceed $10,000, for continuing operations that are classified as
|
||||
unusual, extraordinary or which are related to plant shutdowns,
|
||||
asset impairments and/or restructurings (cash-related of $3,738)
|
(8,987 | ) | ||
Plus or minus, as applicable, pro forma EBITDA adjustments associated
|
||||
with acquisitions and asset dispositions
|
- | |||
Adjusted EBITDA as defined in revolving credit agreement
|
83,992 | |||
Less: Depreciation and amortization expense for continuing operations
|
||||
(including pro forma for acquisitions and asset dispositions)
|
(39,997 | ) | ||
Adjusted EBIT as defined in revolving credit agreement
|
$ | 43,995 | ||
Shareholders' equity at December 31, 2009 as defined in revolving credit agreement
|
$ | 429,072 | ||
Computations of leverage and interest coverage ratios as defined in
|
||||
revolving credit agreement:
|
||||
Leverage ratio (indebtedness-to-adjusted EBITDA)
|
.10 | x | ||
Interest coverage ratio (adjusted EBIT-to-interest expense)
|
56.19 | x | ||
Most restrictive covenants as defined in revolving credit agreement:
|
||||
Maximum permitted aggregate amount of dividends that can be paid
|
||||
by Tredegar during the term of the revolving credit agreement
|
||||
($100,000 plus 50% of net income generated after October 1, 2005)
|
$ | 141,638 | ||
Minimum adjusted shareholders' equity permitted ($315,000 plus 50% of
|
||||
net income generated, to the extent positive, after July 1, 2007)
|
$ | 349,879 | ||
Maximum leverage ratio permitted:
|
||||
Ongoing
|
2.75 | x | ||
Pro forma for acquisitions
|
2.50 | x | ||
Minimum interest coverage ratio permitted
|
2.50 | x |
Payments Due by Period
|
||||||||||||||||||||||||||||
(In Millions)
|
2010
|
2011
|
2012
|
2013
|
2014
|
Remainder
|
Total
|
|||||||||||||||||||||
Debt
|
$ | .5 | $ | .3 | $ | .1 | $ | .3 | $ | - | $ | - | $ | 1.2 | ||||||||||||||
Operating leases:
|
||||||||||||||||||||||||||||
AFBS (formerly Therics)
|
1.7 | .4 | - | - | - | - | 2.1 | |||||||||||||||||||||
Other
|
1.3 | 1.4 | 1.3 | .2 | .2 | - | 4.4 | |||||||||||||||||||||
Estimated contributions required (1) :
|
||||||||||||||||||||||||||||
Defined benefit plans
|
.2 | .2 | 8.3 | 1.8 | .2 | 1.9 | 12.6 | |||||||||||||||||||||
Other postretirement benefits
|
.5 | .5 | .5 | .6 | .6 | 3.2 | 5.9 | |||||||||||||||||||||
Capital expenditure commitments (2)
|
1.5 | - | - | - | - | - | 1.5 | |||||||||||||||||||||
Estimated obligations relating to
|
||||||||||||||||||||||||||||
uncertain tax positions (3)
|
- | - | - | - | - | 1.5 | 1.5 | |||||||||||||||||||||
Total
|
$ | 5.7 | $ | 2.8 | $ | 10.2 | $ | 2.9 | $ | 1.0 | $ | 6.6 | $ | 29.2 |
(1)
|
Estimated minimum required contributions for defined benefit plans and benefit payments for other postretirement plans are based on actuarial estimates using current assumptions for discount rates, long-term rate of return on plan assets, rate of compensation increases and health care cost trends. The expected defined benefit plan contribution estimates for 2010 through 2019 were determined under provisions of the Pension Protection Act of 2006 using the preliminary assumptions chosen by Tredegar for the 2009 plan year. Tredegar has determined that it is not practicable to present defined benefit contributions and other postretirement benefit payments beyond 2019. See Note 11 on page 63.
|
||||||||||||||||
(2)
|
Represents contractual obligations for plant construction and purchases of real property and equipment. See Note 13 on page 68.
|
||||||||||||||||
(3)
|
Amounts for which reasonable estimates about the timing of payments cannot be made are included in the remainder column.
|
Source: Quarterly averages computed by Tredegar using monthly data provided by Chemical Data Inc. ("CDI"). In January 2005, CDI reflected a 4 cents
|
|||||||||||
per pound non-market adjustment based on their estimate of the growth of discounts over the 2000 to 2003 period. The 4th quarter 2004 average rate
|
|||||||||||
of 67 cents per pound is shown on a pro forma basis as if the non-market adjustment was made in October 2004.
|
Source: Quarterly averages computed by Tredegar using daily closing data provided by Bloomberg.
|
Source: Quarterly averages computed by Tredegar using monthly NYMEX settlement prices.
|
Tredegar Corporation - Continuing Manufacturing Operations | |||||||||||||
Percentage of Net Sales and Total Assets Related to Foreign Markets | |||||||||||||
2009
|
2008
|
||||||||||||
% of Total
Net Sales *
|
% Total
Assets - |
% of Total
Net Sales * |
% Total
Assets -
|
||||||||||
Exports
From
U.S.
|
Foreign
Oper-
ations |
Foreign
Oper-
ations * |
Exports
From U.S. |
Foreign
Oper- ations
|
Foreign
Oper- ations * |
||||||||
Canada
|
6
|
-
|
|
-
|
5
|
-
|
-
|
||||||
Europe
|
1
|
19
|
14
|
1
|
18
|
15
|
|||||||
Latin America
|
-
|
3
|
2
|
-
|
3
|
2
|
|||||||
Asia
|
7
|
6
|
6
|
3
|
7
|
7
|
|||||||
Total % exposure
|
|||||||||||||
to foreign
|
|||||||||||||
markets
|
14
|
28
|
22
|
9
|
28
|
24
|
*
|
The percentages for foreign markets are relative to Tredegar's total net sales and total assets from manufacturing operations (consolidated net sales and total assets from continuing operations excluding cash and cash equivalents and AFBS (formerly Therics)).
|
Source: Quarterly averages computed by Tredegar using daily closing data provided by Bloomberg.
|
In Film Products, net sales were $522.8 million in 2008, down 1.5% versus $531.0 million in 2007. Operating profit from ongoing operations was $53.9 million in 2008, down 9.3% compared with $59.4 million in 2007. Volume decreased to 221.2 million pounds in 2008 from 244.3 million pounds in 2007. The volume decline was primarily due to competitive pressures in most product segments, most notably the personal care and surface protection markets. Net sales declined compared to 2007 due to lower volume, partially offset by higher selling prices from the pass-through of increased resin costs. A significant portion of the substantially lower resin costs realized in the fourth quarter of 2008 were not passed through to customers via lower selling prices until the first quarter of 2009.
|
Operating profit from ongoing operations in Film Products decreased in 2008 versus 2007 due primarily to lower volume, partially offset by cost reduction efforts and the benefit from appreciation of the U.S. dollar value of currencies for operations outside of the U.S. (benefit from currency rate changes was approximately $3.6 million). Film Products has index-based pass-through raw material cost agreements for the majority of its business. However, under certain agreements, changes in resin prices are not passed through for an average period of 90 days. The estimated unfavorable impact of the lag in the pass-through of changes in average resin costs and year-end adjustments for inventories accounted for under LIFO was $600,000 and $2.5 million for 2008 and 2007, respectively.
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
·
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
·
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
|
·
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
|
Name
|
Age
|
Title
|
Nancy M. Taylor
|
50
|
President and Chief Executive Officer
|
Duncan A. Crowdis
|
57
|
President, Aluminum Extrusions and Corporate Vice President
|
A. Brent King
|
41
|
Vice President, General Counsel and Corporate Secretary
|
Monica Moretti
|
40
|
President, Tredegar Film Products
|
Kevin A. O’Leary
|
51
|
Vice President, Chief Financial Officer and Treasurer
|
Larry J. Scott
|
59
|
Vice President, Audit
|
Column (a) | Column (b) | Column (c) | Column (d) | ||||||||||
Plan Category
|
Number of Securities to
be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans, Excluding Securities Reflected in Column |
||||||||||
Equity compensation plans approved by security holders
|
*914,100 | $ | 16.29 | 3,591,585 | |||||||||
Equity compensation plans not approved by security holders
|
- | - | - | ||||||||||
Total
|
914,100 | $ | 16.29 | 3,591,585 |
·
|
Information on accounting fees and services to be included in the Proxy Statement under the heading "Audit Fees;" and
|
·
|
Information on the Audit Committee’s procedures for pre-approving certain audit and non-audit services to be included in the Proxy Statement under the heading “Board Meetings, Meetings of Non-Management Directors and Board Committees - Audit Committee Matters”.
|
|
(a)
|
List of documents filed as a part of the report:
|
|
(1)
|
Financial statements:
|
Tredegar Corporation
|
|
Index to Financial Statements and Supplementary Data
|
Page |
|
|
Report of Independent Registered Public Accounting Firm
|
41-42
|
Financial Statements:
|
|
Consolidated Statements of Income for the Years Ended
December 31, 2009, 2008 and 2007
|
43
|
Consolidated Balance Sheets as of December 31, 2009 and 2008
|
44
|
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2009, 2008 and 2007
|
45
|
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2009, 2008 and 2007
|
46
|
Notes to Financial Statements
|
47-76
|
Selected Quarterly Financial Data (Unaudited)
|
77
|
(2)
|
Financial statement schedules:
|
|
(3)
|
Exhibits:
|
|
See Exhibit Index on pages 84-85.
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
CONSOLIDATED STATEMENTS OF INCOME
|
||||||||||||
Tredegar Corporation and Subsidiaries
|
||||||||||||
Years Ended December 31
|
2009
|
2008
|
2007
|
|||||||||
(In Thousands, Except Per-Share Data)
|
||||||||||||
Revenues and other:
|
||||||||||||
Sales
|
$ | 648,613 | $ | 883,899 | $ | 922,583 | ||||||
Other income (expense), net
|
8,464 | 10,341 | 1,782 | |||||||||
657,077 | 894,240 | 924,365 | ||||||||||
Costs and expenses:
|
||||||||||||
Cost of goods sold
|
516,933 | 739,721 | 761,509 | |||||||||
Freight
|
16,085 | 20,782 | 19,808 | |||||||||
Selling, general and administrative
|
60,481 | 58,699 | 68,501 | |||||||||
Research and development
|
11,856 | 11,005 | 8,354 | |||||||||
Amortization of intangibles
|
120 | 123 | 149 | |||||||||
Interest expense
|
783 | 2,393 | 2,721 | |||||||||
Asset impairments and costs associated
|
||||||||||||
with exit and disposal activities
|
2,950 | 12,390 | 4,027 | |||||||||
Goodwill impairment charge
|
30,559 | - | - | |||||||||
Total
|
639,767 | 845,113 | 865,069 | |||||||||
Income from continuing operations
|
||||||||||||
before income taxes
|
17,310 | 49,127 | 59,296 | |||||||||
Income taxes
|
18,663 | 19,486 | 24,366 | |||||||||
Income (loss) from continuing operations
|
(1,353 | ) | 29,641 | 34,930 | ||||||||
Income (loss) from discontinued operations
|
- | (705 | ) | (19,681 | ) | |||||||
Net income (loss)
|
$ | (1,353 | ) | $ | 28,936 | $ | 15,249 | |||||
Earnings (loss) per share:
|
||||||||||||
Basic:
|
||||||||||||
Continuing operations
|
$ | (.04 | ) | $ | .87 | $ | .91 | |||||
Discontinued operations
|
- | (.02 | ) | (.51 | ) | |||||||
Net income (loss)
|
$ | (.04 | ) | $ | .85 | $ | .40 | |||||
Diluted:
|
||||||||||||
Continuing operations
|
$ | (.04 | ) | $ | .87 | $ | .90 | |||||
Discontinued operations
|
- | (.02 | ) | (.51 | ) | |||||||
Net income (loss)
|
$ | (.04 | ) | $ | .85 | $ | .39 | |||||
See accompanying notes to financial statements.
|
CONSOLIDATED BALANCE SHEETS | ||||
Tredegar Corporation and Subsidiaries | ||||
December 31 |
2009
|
2008
|
||
(In Thousands, Except Share Data) | ||||
Assets | ||||
Current assets: | ||||
Cash and cash equivalents
|
$ |
90,663
|
$ 45,975
|
|
Accounts and notes receivable, net of allowance for doubtful
|
||||
accounts and sales returns of $5,299 in 2009 and $3,949 in 2008
|
74,014
|
91,400
|
||
Income taxes recoverable
|
4,016
|
12,549
|
||
Inventories
|
35,522
|
36,809
|
||
Deferred income taxes
|
5,750
|
7,654
|
||
Prepaid expenses and other
|
5,335
|
5,374
|
||
Total current assets
|
215,300
|
199,761
|
||
Property, plant and equipment, at cost: | ||||
Land and land improvements
|
6,496
|
7,068
|
||
Buildings
|
87,297
|
80,867
|
||
Machinery and equipment
|
580,493
|
552,557
|
||
Total property, plant and equipment
|
674,286
|
640,492
|
||
Less accumulated depreciation
|
443,410
|
403,622
|
||
Net property, plant and equipment
|
230,876
|
236,870
|
||
Other assets and deferred charges |
45,561
|
38,926
|
||
Goodwill and other intangibles (other intangibles | ||||
of $252 in 2009 and $372 in 2008)
|
104,542
|
135,075
|
||
Total assets
|
$ |
596,279
|
$ 610,632
|
|
Liabilities and Shareholders' Equity | ||||
Current liabilities: | ||||
Accounts payable
|
$ |
53,770
|
$ 54,990
|
|
Accrued expenses
|
34,930
|
38,349
|
||
Current portion of long-term debt
|
451
|
529
|
||
Total current liabilities
|
89,151
|
93,868
|
||
Long-term debt |
712
|
22,173
|
||
Deferred income taxes |
59,052
|
45,152
|
||
Other noncurrent liabilities |
18,292
|
29,023
|
||
Total liabilities
|
167,207
|
190,216
|
||
Commitments and contingencies (Notes 13 and 16) | ||||
Shareholders' equity: | ||||
Common stock (no par value):
|
||||
Authorized 150,000,000 shares;
|
||||
Issued and outstanding - 33,887,550 shares
|
||||
in 2009 and 33,909,932 in 2008 (including restricted stock)
|
41,137
|
40,719
|
||
Common stock held in trust for savings restoration
|
|
|
||
plan (60,424 shares in 2009 and 59,798 in 2008)
|
(1,322)
|
(1,313)
|
||
Accumulated other comprehensive income (loss):
|
||||
Foreign currency translation adjustment
|
26,250
|
23,443
|
||
Gain (loss) on derivative financial instruments
|
758
|
(6,692)
|
||
Pension and other postretirement benefit adjustments
|
(60,028)
|
(64,788)
|
||
Retained earnings
|
422,277
|
429,047
|
||
Total shareholders' equity
|
429,072
|
420,416
|
||
Total liabilities and shareholders' equity
|
$ |
596,279
|
$ 610,632
|
|
|
|
|||
See accompanying notes to financial statements.
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
Tredegar Corporation and Subsidiaries
|
||||||||||||
Years Ended December 31
|
2009
|
2008
|
2007
|
|||||||||
(In Thousands)
|
||||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income (loss)
|
$ | (1,353 | ) | $ | 28,936 | $ | 15,249 | |||||
Adjustments for noncash items:
|
||||||||||||
Depreciation
|
39,877 | 43,068 | 45,892 | |||||||||
Amortization of intangibles
|
120 | 123 | 149 | |||||||||
Goodwill impairment charge
|
30,559 | - | - | |||||||||
Deferred income taxes
|
6,771 | 22,183 | (24,241 | ) | ||||||||
Accrued pension and postretirement benefits
|
(2,654 | ) | (4,426 | ) | (1,735 | ) | ||||||
Gain on the write-up of an investment accounted for under
|
||||||||||||
the fair value mehtod
|
(5,100 | ) | (5,600 | ) | - | |||||||
Loss from write-down of investment
|
- | - | 2,095 | |||||||||
Gain on sale of assets
|
(3,462 | ) | (3,083 | ) | (2,699 | ) | ||||||
Loss on asset impairments and divestitures
|
1,005 | 10,136 | 32,287 | |||||||||
Changes in assets and liabilities, net of effects of acquisitions
|
||||||||||||
and divestitures:
|
||||||||||||
Accounts and notes receivable
|
18,449 | (678 | ) | 15,786 | ||||||||
Inventories
|
2,200 | 13,374 | 4,099 | |||||||||
Income taxes recoverable
|
8,533 | (12,092 | ) | 10,478 | ||||||||
Prepaid expenses and other
|
1,209 | (1,873 | ) | 764 | ||||||||
Accounts payable and accrued expenses
|
7,023 | (18,900 | ) | (2,932 | ) | |||||||
Other, net
|
38 | 4,238 | 362 | |||||||||
Net cash provided by operating activities
|
103,215 | 75,406 | 95,554 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Capital expenditures (including settlement of related accounts payable
|
||||||||||||
of $1,709 in 2009 and net of accounts payable of $1,709 in 2008)
|
(35,851 | ) | (19,235 | ) | (20,643 | ) | ||||||
Investment in a drug delivery company ($1,000 in 2008 and $6,500 in
|
||||||||||||
2007), real estate in 2008 and 2007 and Harbinger ($10,000 in 2007)
|
- | (5,391 | ) | (23,513 | ) | |||||||
Proceeds from the sale of the aluminum extrusions business in Canada
|
||||||||||||
(net of cash included in sale and transaction costs)
|
- | 23,407 | - | |||||||||
Proceeds from the sale of assets and property disposals &
|
||||||||||||
reimbursements from customers for purchases of equipment in 2007
|
4,146 | 4,691 | 7,871 | |||||||||
Net cash provided by (used in) investing activities
|
(31,705 | ) | 3,472 | (36,285 | ) | |||||||
Cash flows from financing activities:
|
||||||||||||
Dividends paid
|
(5,426 | ) | (5,447 | ) | (6,126 | ) | ||||||
Debt principal payments
|
(21,539 | ) | (84,489 | ) | (39,964 | ) | ||||||
Borrowings
|
- | 25,000 | 59,500 | |||||||||
Repurchases of Tredegar common stock (including settlement of $3,368
|
||||||||||||
in 2008 and net of settlement payable of $3,368 in 2007)
|
(1,523 | ) | (19,792 | ) | (73,959 | ) | ||||||
Proceeds from exercise of stock options
|
244 | 4,069 | 6,471 | |||||||||
Net cash used in financing activities
|
(28,244 | ) | (80,659 | ) | (54,078 | ) | ||||||
Effect of exchange rate changes on cash
|
1,422 | (461 | ) | 2,128 | ||||||||
Increase (decrease) in cash and cash equivalents
|
44,688 | (2,242 | ) | 7,319 | ||||||||
Cash and cash equivalents at beginning of period
|
45,975 | 48,217 | 40,898 | |||||||||
Cash and cash equivalents at end of period
|
$ | 90,663 | $ | 45,975 | $ | 48,217 | ||||||
Supplemental cash flow information:
|
||||||||||||
Interest payments (net of amount capitalized)
|
$ | 786 | $ | 2,465 | $ | 2,712 | ||||||
Income tax payments (refunds), net
|
3,019 | 8,794 | 16,989 | |||||||||
See accompanying notes to financial statements.
|
Accumulation Other Comprehensive Income (Loss) |
||||||||||||||||||||||||||||||||
Common Stock | Retained Earnings | Trust for Savings Restora- tion Plan | Foreign Currency Trans- lation |
Gain (Loss) on Derivative Financial Instruments |
Pension & Other Post- retirement Benefit Adjust. | Total Share- holders' Equity |
||||||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||||||||||
(In Thousands, Except Share and Per-Share Data) | ||||||||||||||||||||||||||||||||
Balance December 31, 2006
|
39,286,079 | $ | 120,508 | $ | 396,413 | $ | (1,291 | ) | $ | 21,522 | $ | 654 | $ | (21,211 | ) | $ | 516,595 | |||||||||||||||
Comprehensive income (loss):
|
||||||||||||||||||||||||||||||||
Net income
|
- | - | 15,249 | - | - | - | - | 15,249 | ||||||||||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
||||||||||||||||||||||||||||||||
(net of tax of $10,428)
|
- | - | - | - | 19,088 | - | - | 19,088 | ||||||||||||||||||||||||
Derivative financial instruments
|
||||||||||||||||||||||||||||||||
adjustment (net of tax of $1,166)
|
- | - | - | - | - | (1,858 | ) | - | (1,858 | ) | ||||||||||||||||||||||
Net gains or losses and prior service
|
||||||||||||||||||||||||||||||||
costs (net of tax of $10,209)
|
- | - | - | - | - | - | 16,218 | 16,218 | ||||||||||||||||||||||||
Amortization of prior service costs and
|
||||||||||||||||||||||||||||||||
net gains or losses (net of tax of $702)
|
- | - | - | - | - | - | 1,226 | 1,226 | ||||||||||||||||||||||||
Comprehensive income
|
49,923 | |||||||||||||||||||||||||||||||
Cash dividends declared ($.16 per share)
|
- | - | (6,126 | ) | - | - | - | - | (6,126 | ) | ||||||||||||||||||||||
Stock-based compensation expense
|
(10,000 | ) | 1,654 | - | - | - | - | - | 1,654 | |||||||||||||||||||||||
Issued upon exercise of stock options (including
|
||||||||||||||||||||||||||||||||
related income tax benefits of $491) & other
|
322,871 | 6,609 | - | - | - | - | - | 6,609 | ||||||||||||||||||||||||
Repurchases of Tredegar common stock
|
(4,833,500 | ) | (77,327 | ) | - | - | - | - | - | (77,327 | ) | |||||||||||||||||||||
Tredegar common stock purchased by trust
|
||||||||||||||||||||||||||||||||
for savings restoration plan
|
- | - | 12 | (12 | ) | - | - | - | - | |||||||||||||||||||||||
Balance December 31, 2007
|
34,765,450 | 51,444 | 405,548 | (1,303 | ) | 40,610 | (1,204 | ) | (3,767 | ) | 491,328 | |||||||||||||||||||||
Comprehensive income (loss):
|
||||||||||||||||||||||||||||||||
Net income
|
- | - | 28,936 | - | - | - | - | 28,936 | ||||||||||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
||||||||||||||||||||||||||||||||
(net of tax of $1,607)
|
- | - | - | - | (2,875 | ) | - | - | (2,875 | ) | ||||||||||||||||||||||
Reclassification of foreign currency translation
|
||||||||||||||||||||||||||||||||
gain realized on the sale of the aluminum
|
||||||||||||||||||||||||||||||||
extrusions business in Canada (net of tax
|
||||||||||||||||||||||||||||||||
of $7,696)
|
- | - | - | - | (14,292 | ) | - | - | (14,292 | ) | ||||||||||||||||||||||
Derivative financial instruments
|
||||||||||||||||||||||||||||||||
adjustment (net of tax of $3,325)
|
- | - | - | - | - | (5,488 | ) | - | (5,488 | ) | ||||||||||||||||||||||
Net gains or losses and prior service
|
||||||||||||||||||||||||||||||||
costs (net of tax of $39,678)
|
- | - | - | - | - | - | (66,292 | ) | (66,292 | ) | ||||||||||||||||||||||
Amortization of prior service costs and
|
||||||||||||||||||||||||||||||||
net gains or losses (net of tax of $228)
|
- | - | - | - | - | - | 400 | 400 | ||||||||||||||||||||||||
Reclassification of net actuarial losses
|
||||||||||||||||||||||||||||||||
and prior service costs realized on
|
||||||||||||||||||||||||||||||||
the sale of the aluminum extrusions
|
||||||||||||||||||||||||||||||||
business in Canada (net of tax of $1,799)
|
- | - | - | - | - | - | 4,871 | 4,871 | ||||||||||||||||||||||||
Comprehensive loss
|
(54,740 | ) | ||||||||||||||||||||||||||||||
Cash dividends declared ($.16 per share)
|
- | - | (5,447 | ) | - | - | - | - | (5,447 | ) | ||||||||||||||||||||||
Stock-based compensation expense
|
(6,000 | ) | 1,379 | - | - | - | - | - | 1,379 | |||||||||||||||||||||||
Issued upon exercise of stock options (including
|
||||||||||||||||||||||||||||||||
related income tax benefits of $76) & other
|
254,582 | 4,320 | - | - | - | - | - | 4,320 | ||||||||||||||||||||||||
Repurchases of Tredegar common stock
|
(1,104,100 | ) | (16,424 | ) | - | - | - | - | - | (16,424 | ) | |||||||||||||||||||||
Tredegar common stock purchased by trust
|
||||||||||||||||||||||||||||||||
for savings restoration plan
|
- | - | 10 | (10 | ) | - | - | - | - | |||||||||||||||||||||||
Balance December 31, 2008
|
33,909,932 | 40,719 | 429,047 | (1,313 | ) | 23,443 | (6,692 | ) | (64,788 | ) | 420,416 | |||||||||||||||||||||
Comprehensive income (loss):
|
||||||||||||||||||||||||||||||||
Net loss
|
- | - | (1,353 | ) | - | - | - | - | (1,353 | ) | ||||||||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
||||||||||||||||||||||||||||||||
(net of tax of $1,563)
|
- | - | - | - | 2,807 | - | - | 2,807 | ||||||||||||||||||||||||
Derivative financial instruments
|
||||||||||||||||||||||||||||||||
adjustment (net of tax of $4,538)
|
- | - | - | - | - | 7,450 | - | 7,450 | ||||||||||||||||||||||||
Net gains or losses and prior service
|
||||||||||||||||||||||||||||||||
costs (net of tax of $2,310)
|
- | - | - | - | - | - | 4,061 | 4,061 | ||||||||||||||||||||||||
Amortization of prior service costs and
|
||||||||||||||||||||||||||||||||
net gains or losses (net of tax of $398)
|
- | - | - | - | - | - | 699 | 699 | ||||||||||||||||||||||||
Comprehensive income
|
13,664 | |||||||||||||||||||||||||||||||
Cash dividends declared ($.16 per share)
|
- | - | (5,426 | ) | - | - | - | - | (5,426 | ) | ||||||||||||||||||||||
Stock-based compensation expense
|
9,387 | 2,538 | - | - | - | - | - | 2,538 | ||||||||||||||||||||||||
Issued upon exercise of stock options (including
|
||||||||||||||||||||||||||||||||
related income tax benefits of $64) & other
|
73,728 | (597 | ) | - | - | - | - | - | (597 | ) | ||||||||||||||||||||||
Repurchases of Tredegar common stock
|
(105,497 | ) | (1,523 | ) | - | - | - | - | - | (1,523 | ) | |||||||||||||||||||||
Tredegar common stock purchased by trust
|
||||||||||||||||||||||||||||||||
for savings restoration plan
|
- | - | 9 | (9 | ) | - | - | - | - | |||||||||||||||||||||||
Balance December 31, 2009
|
33,887,550 | $ | 41,137 | $ | 422,277 | $ | (1,322 | ) | $ | 26,250 | $ | 758 | $ | (60,028 | ) | $ | 429,072 | |||||||||||||||
(In Thousands)
|
2009
|
2008
|
Amortization Periods
|
||
Carrying value of goodwill:
|
|||||
Film Products
|
$ |
104,290
|
$ 104,144
|
Not amortized
|
|
Aluminum Extrusions
|
-
|
30,559
|
Not amortized
|
||
Total carrying value of goodwill
|
104,290
|
134,703
|
|
||
Carrying value of other intangibles:
|
|
|
|
||
Film Products (cost basis of $1,172 in 2009 and 2008)
|
252
|
372
|
Not more than 17 yrs.
|
||
Total carrying value of goodwill and other intangibles
|
$ |
104,542
|
$ 135,075
|
|
(In Thousands)
|
2009
|
2008
|
2007
|
|||||||||
Goodwill and other intangibles:
|
||||||||||||
Net carrying value, beginning of year
|
$ | 135,075 | $ | 135,907 | $ | 132,237 | ||||||
Amortization
|
(120 | ) | (123 | ) | (149 | ) | ||||||
Goodwill impairment charge
|
(30,559 | ) | - | - | ||||||||
Increase (decrease) due to foreign currency translation
|
||||||||||||
and other
|
146 | (709 | ) | 3,819 | ||||||||
Total carrying value of goodwill and other intangibles
|
$ | 104,542 | $ | 135,075 | $ | 135,907 | ||||||
2009
|
2008
|
2007
|
||||||||||
Weighted average shares outstanding used
|
||||||||||||
to compute basic earnings per share
|
33,861,171 | 33,976,833 | 38,532,036 | |||||||||
Incremental shares attributable to stock
|
||||||||||||
options and restricted stock
|
- | 216,887 | 156,467 | |||||||||
Shares used to compute diluted
|
||||||||||||
earnings per share
|
33,861,171 | 34,193,720 | 38,688,503 |
2009
|
2008
|
2007
|
||||||||||
Dividend yield
|
0.9 | % | 1.0 | % | 1.1 | % | ||||||
Weighted average volatility percentage
|
39.9 | % | 39.0 | % | 33.1 | % | ||||||
Weighted average risk-free interest rate
|
2.1 | % | 3.0 | % | 3.3 | % | ||||||
Holding period (years):
|
||||||||||||
Officers
|
6.0 | 6.0 | n/a | |||||||||
Management
|
5.0 | 5.0 | 5.0 | |||||||||
Weighted average excercise price at date
|
||||||||||||
of grant (also weighted average market
|
||||||||||||
price at date of grant):
|
||||||||||||
Officers
|
$ | 18.12 | $ | 15.64 | n/a | |||||||
Management
|
17.81 | 15.81 | $ | 14.40 |
2009
|
2008
|
2007
|
||||||||||
Stock options granted (number of shares):
|
||||||||||||
Officers
|
99,600 | 220,000 | n/a | |||||||||
Management
|
183,800 | 181,000 | 4,000 | |||||||||
Total
|
283,400 | 401,000 | 4,000 | |||||||||
Estimated weighted average fair value of
|
||||||||||||
options per share at date of grant:
|
||||||||||||
Officers
|
$ | 7.53 | $ | 6.01 | n/a | |||||||
Management
|
6.93 | 5.48 | $ | 4.91 | ||||||||
Total estimated fair value of stock options granted (in thousands)
|
$ | 2,023 | $ | 2,314 | $ | 20 | ||||||
|
(In Thousands)
|
12/31/09
|
12/31/08
|
12/31/09
|
12/31/08
|
|||||||||||||||||
Assets
|
Liabilities & Equity
|
||||||||||||||||||||
Convertible promissory notes - current
|
$ | - | $ | 5,000 | |||||||||||||||||
Current portion of deferred revenues
|
18,360 | - | |||||||||||||||||||
Other current liabilities
|
1,029 | 1,956 | |||||||||||||||||||
Cash & cash equivalents
|
$ | 22,835 | $ | 5,493 |
Non-current liabilities
|
5,440 | 825 | ||||||||||||||
Other current assets
|
2,526 | 177 |
Equity:
|
||||||||||||||||||
Other tangible assets
|
1,046 | 1,163 |
Redeemable preferred stock
|
18,044 | 12,068 | ||||||||||||||||
Identifiable intangibles assets
|
1,743 | 1,602 |
Other
|
(14,723 | ) | (11,414 | ) | ||||||||||||||
Total assets
|
$ | 28,150 | $ | 8,435 |
Total liabilities & equity
|
$ | 28,150 | $ | 8,435 | ||||||||||||
2009 | 2008 | 2007 | |||||||||||||||||||
Revenues & Expenses
|
|||||||||||||||||||||
Revenues
|
$ | 2,062 | $ | - | $ | - | |||||||||||||||
Costs & expenses
|
6,732 | 7,321 | 2,379 | ||||||||||||||||||
Income tax benefit
|
2,309 | - | - | ||||||||||||||||||
Net loss
|
$ | (2,361 | ) | $ | (7,321 | ) | $ | (2,379 | ) |
Net Sales | ||||||||||||
(In Thousands)
|
2009
|
2008
|
2007
|
|||||||||
Film Products
|
$ | 455,007 | $ | 522,839 | $ | 530,972 | ||||||
Aluminum Extrusions
|
177,521 | 340,278 | 371,803 | |||||||||
Total net sales
|
632,528 | 863,117 | 902,775 | |||||||||
Add back freight
|
16,085 | 20,782 | 19,808 | |||||||||
Sales as shown in consolidated
|
||||||||||||
statements of income
|
$ | 648,613 | $ | 883,899 | $ | 922,583 | ||||||
Operating Profit | ||||||||||||
(In Thousands)
|
2009 | 2008 | 2007 | |||||||||
Film Products:
|
||||||||||||
Ongoing operations
|
$ | 64,379 | $ | 53,914 | $ | 59,423 | ||||||
Plant shutdowns, asset impairments,
|
||||||||||||
restructurings and other (a)
|
(1,846 | ) | (11,297 | ) | (649 | ) | ||||||
Aluminum Extrusions:
|
||||||||||||
Ongoing operations
|
(6,494 | ) | 10,132 | 16,516 | ||||||||
Plant shutdowns, asset impairments,
|
||||||||||||
restructurings and other (a)
|
(639 | ) | (687 | ) | (634 | ) | ||||||
Goodwill impairment charge (a)
|
(30,559 | ) | - | - | ||||||||
AFBS (formerly Therics):
|
||||||||||||
Gain on sale of investments in Theken
|
||||||||||||
Spine and Therics, LLC
|
1,968 | 1,499 | - | |||||||||
Restructurings (a)
|
- | - | (2,786 | ) | ||||||||
Total
|
26,809 | 53,561 | 71,870 | |||||||||
Interest income
|
806 | 1,006 | 1,212 | |||||||||
Interest expense
|
783 | 2,393 | 2,721 | |||||||||
Gain on sale of corporate assets (a)
|
404 | 1,001 | 2,699 | |||||||||
Gain from write-up of an investment
|
||||||||||||
accounted for under the fair value method (a)
|
5,100 | 5,600 | - | |||||||||
Loss from write-down of an investment (a)
|
- | - | 2,095 | |||||||||
Stock option-based compensation expense
|
1,692 | 782 | 978 | |||||||||
Corporate expenses, net (a)
|
13,334 | 8,866 | 10,691 | |||||||||
Income from continuing operations
|
||||||||||||
before income taxes
|
17,310 | 49,127 | 59,296 | |||||||||
Income taxes (a)
|
18,663 | 19,486 | 24,366 | |||||||||
Income (loss) from continuing operations
|
(1,353 | ) | 29,641 | 34,930 | ||||||||
Income (loss) from discontinued operations (a)
|
- | (705 | ) | (19,681 | ) | |||||||
Net income (loss)
|
$ | (1,353 | ) | $ | 28,936 | $ | 15,249 |
(a)
|
See Notes 2 and 15 for more information on losses associated with plant shutdowns, asset impairments and restructurings, unusual items, gains from sale of assets, investment write-downs or write-ups and other items, and Note 17 for more information on discontinued operations.
|
|||||||||||
|
||||||||||||
(b)
|
We recognize in the balance sheets the funded status of each of our defined benefit pension and other postretirement plans. The funded status of our defined benefit pension plan was a net liability of $6.0 million and $17.1 million in "Other noncurrent liabilities" as of December 31, 2009 and 2008 compared with an asset of $86.3 million in "Other assets and deferred charges" (of which $42.9 million was reported in Film Products) and a liability of $2.3 million in "Other noncurrent liabilities" as December 31, 2007. See Note 11 for more information on our pension and other postretirement plans.
|
|||||||||||
|
||||||||||||
(c)
|
The difference between total consolidated sales as reported in the consolidated statements of income and segment and geographic net sales reported in this note is freight of $16.1 million in 2009, $20.8 million in 2008 and $19.8 million in 2007.
|
|||||||||||
|
||||||||||||
(d)
|
Information on exports and foreign operations are provided on the next page. Cash and cash equivalents includes funds held in locations outside the U.S. of $34.2 million, $37.3 million and $24.6 million at December 31, 2009, 2008, and 2007, respectively. Export sales relate almost entirely to Film Products. Operations outside the U.S. in The Netherlands, Hungary, China, Italy and Brazil also relate to Film Products. Sales from our locations in The Netherlands, Hungary and Italy are primarily to customers located in Europe. Sales from our locations in China (Guangzhou and Shanghai) are primarily to customers located in China, but also include other customers in Asia.
|
Identifiable Assets | ||||||||||||
(In Thousands)
|
2009
|
2008
|
2007
|
|||||||||
Film Products (b)
|
$ | 371,639 | $ | 399,895 | $ | 488,035 | ||||||
Aluminum Extrusions
|
82,429 | 112,259 | 115,223 | |||||||||
AFBS (formerly Therics)
|
1,147 | 1,629 | 2,866 | |||||||||
Subtotal
|
455,215 | 513,783 | 606,124 | |||||||||
General corporate (b)
|
50,401 | 50,874 | 74,927 | |||||||||
Cash and cash equivalents (d)
|
90,663 | 45,975 | 48,217 | |||||||||
Continuing operations
|
596,279 | 610,632 | 729,268 | |||||||||
Discontinued aluminum extrusions
|
||||||||||||
business in Canada (a)
|
- | - | 55,210 | |||||||||
Total
|
$ | 596,279 | $ | 610,632 | $ | 784,478 |
Depreciation and Amortization | Capital Expenditures | |||||||||||||||||||||||
(In Thousands)
|
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
||||||||||||||||||
Film Products
|
$ | 32,360 | $ | 34,588 | $ | 34,092 | $ | 11,487 | $ | 11,135 | $ | 15,304 | ||||||||||||
Aluminum Extrusions
|
7,566 | 8,018 | 8,472 | 22,530 | 9,692 | 4,391 | ||||||||||||||||||
AFBS (formerly Therics)
|
- | - | - | - | - | - | ||||||||||||||||||
Subtotal
|
39,926 | 42,606 | 42,564 | 34,017 | 20,827 | 19,695 | ||||||||||||||||||
General corporate
|
71 | 70 | 91 | 125 | 78 | 6 | ||||||||||||||||||
Continuing operations
|
39,997 | 42,676 | 42,655 | 34,142 | 20,905 | 19,701 | ||||||||||||||||||
Discontinued aluminum extrusions
|
||||||||||||||||||||||||
business in Canada (a)
|
- | 515 | 3,386 | - | 39 | 942 | ||||||||||||||||||
Total
|
$ | 39,997 | $ | 43,191 | $ | 46,041 | $ | 34,142 | $ | 20,944 | $ | 20,643 |
Net Sales by Geographic Area (d) | ||||||||||||
(In Thousands)
|
2009
|
2008
|
2007
|
|||||||||
United States
|
$ | 363,570 | $ | 531,235 | $ | 577,824 | ||||||
Exports from the United States to:
|
||||||||||||
Canada
|
39,300 | 46,790 | 46,243 | |||||||||
Latin America
|
2,238 | 1,614 | 1,188 | |||||||||
Europe
|
7,261 | 12,532 | 9,856 | |||||||||
Asia
|
43,948 | 26,156 | 31,432 | |||||||||
Operations outside the United States:
|
||||||||||||
The Netherlands
|
88,563 | 109,392 | 104,379 | |||||||||
Hungary
|
20,300 | 34,889 | 35,286 | |||||||||
China
|
36,438 | 62,957 | 57,252 | |||||||||
Italy
|
10,497 | 11,057 | 13,359 | |||||||||
Brazil
|
20,413 | 26,495 | 25,956 | |||||||||
Total (c)
|
$ | 632,528 | $ | 863,117 | $ | 902,775 |
Identifiable Assets | Property, Plant & Equipment, Net by Geographic Area (d) |
|||||||||||||||||||||||
by Geographic Area (d) | ||||||||||||||||||||||||
(In Thousands)
|
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
||||||||||||||||||
United States (b)
|
$ | 326,120 | $ | 373,073 | $ | 429,376 | $ | 152,189 | $ | 150,354 | $ | 163,130 | ||||||||||||
Operations outside the United States:
|
||||||||||||||||||||||||
The Netherlands
|
56,761 | 61,204 | 73,658 | 40,832 | 44,559 | 52,383 | ||||||||||||||||||
Hungary
|
12,265 | 15,195 | 20,178 | 7,978 | 7,731 | 10,952 | ||||||||||||||||||
China
|
34,176 | 40,092 | 49,696 | 23,605 | 27,809 | 33,192 | ||||||||||||||||||
Italy
|
15,492 | 15,187 | 17,378 | 2,546 | 2,792 | 3,580 | ||||||||||||||||||
Brazil
|
10,401 | 9,032 | 15,838 | 3,212 | 3,088 | 5,055 | ||||||||||||||||||
General corporate (b)
|
50,401 | 50,874 | 74,927 | 514 | 537 | 791 | ||||||||||||||||||
Cash and cash equivalents (d)
|
90,663 | 45,975 | 48,217 | n/a | n/a | n/a | ||||||||||||||||||
Continuing operations
|
596,279 | 610,632 | 729,268 | 230,876 | 236,870 | 269,083 | ||||||||||||||||||
Discontinued aluminum extrusions
|
||||||||||||||||||||||||
business in Canada (a)
|
- | - | 55,210 | - | - | 11,001 | ||||||||||||||||||
Total
|
$ | 596,279 | $ | 610,632 | $ | 784,478 | $ | 230,876 | $ | 236,870 | $ | 280,084 |
See footnotes on prior page and a reconciliation of net sales to sales as shown in the consolidated statements of income.
|
||||||||||||
(In Thousands)
|
2009
|
2008
|
||
Trade, less allowance for doubtful
|
||||
accounts and sales returns of $5,299
|
||||
in 2009 and $3,949 in 2008
|
$ |
69,789
|
$ 87,551
|
|
Other
|
4,225
|
3,849
|
||
Total
|
$ |
74,014
|
$ 91,400
|
(In Thousands)
|
2009
|
2008
|
2007
|
|||||||||
Balance, beginning of year
|
$ | 3,949 | $ | 5,198 | $ | 7,388 | ||||||
Charges to expense
|
4,034 | 2,527 | 3,001 | |||||||||
Recoveries
|
(1,522 | ) | (1,494 | ) | (1,442 | ) | ||||||
Write-offs
|
(1,411 | ) | (2,171 | ) | (3,780 | ) | ||||||
Foreign exchange and other
|
249 | (111 | ) | 31 | ||||||||
Balance, end of year
|
$ | 5,299 | $ | 3,949 | $ | 5,198 |
(In Thousands)
|
2009
|
2008
|
||||||
Finished goods
|
$ | 6,080 | $ | 7,470 | ||||
Work-in-process
|
2,740 | 2,210 | ||||||
Raw materials
|
12,249 | 14,264 | ||||||
Stores, supplies and other
|
14,453 | 12,865 | ||||||
Total
|
$ | 35,522 | $ | 36,809 |
December 31, 2009
|
December 31, 2008
|
|||||||||
Balance Sheet
|
Fair
|
Balance Sheet
|
Fair
|
|||||||
(In Thousands)
|
Account
|
Value
|
Account
|
Value
|
||||||
Derivatives Designated as Hedging Instruments
|
||||||||||
Asset derivatives:
|
||||||||||
Aluminum futures contracts (before
|
Prepaid expenses
|
|||||||||
margin deposits)
|
and other
|
$ | 1,184 |
Accrued expenses
|
$ | - | ||||
Liability derivatives:
|
||||||||||
Aluminum futures contracts (before
|
Prepaid expenses
|
|||||||||
margin deposits)
|
and other
|
$ | - |
Accrued expenses
|
$ | 11,042 | ||||
Derivatives Not Designated as Hedging Instruments
|
||||||||||
Asset derivatives:
|
||||||||||
Aluminum futures contracts (before
|
Prepaid expenses
|
|||||||||
margin deposits)
|
and other
|
$ | 614 |
Accrued expenses
|
$ | 973 | ||||
Liability derivatives:
|
||||||||||
Aluminum futures contracts (before
|
Prepaid expenses
|
|||||||||
margin deposits)
|
and other
|
$ | 614 |
Accrued expenses
|
$ | 973 |
December 31, 2009
|
December 31, 2008
|
||||||||||
Balance Sheet
|
Fair
|
Balance Sheet
|
Fair
|
||||||||
(In Thousands)
|
Account
|
Value
|
Account
|
Value
|
|||||||
Derivatives Designated as Hedging Instruments
|
|||||||||||
Asset derivatives:
|
|||||||||||
Foreign currency forward contracts
|
Prepaid expenses and other | $ | 35 | Prepaid expenses and other | $ | 56 | |||||
Derivatives Not Designated as Hedging Instruments
|
|||||||||||
Liability derivatives:
|
|||||||||||
Foreign currency forward contracts
|
Accrued expenses
|
$ | 41 |
Accrued expenses
|
$ | - |
(In Thousands)
|
Cash Flow Derivative Hedges
|
|||||||||||||||
Aluminum Futures Contracts
|
Foreign Currency Forwards and Options
|
|||||||||||||||
Year Ended December 31,
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Amount of pre-tax gain (loss) recognized in
|
||||||||||||||||
other comprehensive income
|
$ | 1,762 | $ | (9,771 | ) | $ | (336 | ) | $ | 56 | ||||||
Location of gain (loss) reclassified from
|
Selling,
|
|||||||||||||||
accumulated other comprehensive income
|
Cost of
|
Cost of
|
general and
|
Not
|
||||||||||||
into net income (effective portion)
|
sales
|
sales
|
admin. exp.
|
Applicable
|
||||||||||||
Amount of pre-tax gain (loss) reclassified
|
||||||||||||||||
from accumulated other comprehensive
|
||||||||||||||||
income to net income (effective portion)
|
$ | (10,248 | ) | $ | (760 | ) | $ | (315 | ) | $ | - |
(In Thousands)
|
2009
|
2008
|
||||||
Incentive compensation
|
$ | 6,528 | $ | 1,849 | ||||
Vacation
|
5,665 | 5,922 | ||||||
Payrolls, related taxes and medical and | ||||||||
other benefits
|
5,332 | 4,476 | ||||||
Plant shutdowns and divestitures
|
3,981 | 4,922 | ||||||
Workers' compensation and disabilities
|
2,360 | 2,986 | ||||||
Futures contracts, net of cash deposits
|
255 | 7,085 | ||||||
Other
|
10,809 | 11,109 | ||||||
Total
|
$ | 34,930 | $ | 38,349 |
|
||||||||||||||||||||
(In Thousands)
|
Severance
|
Long-Lived
AssetImpairments |
Accelerated
Depreciation (a) |
Other (b)
|
Total
|
|||||||||||||||
Balance at December 31, 2006
|
$ | 436 | $ | - | $ | - | $ | 4,622 | $ | 5,058 | ||||||||||
2007:
|
||||||||||||||||||||
Charges
|
592 | 594 | - | 2,841 | 4,027 | |||||||||||||||
Cash spent
|
(665 | ) | - | - | (1,625 | ) | (2,290 | ) | ||||||||||||
Charged against assets
|
- | (594 | ) | - | - | (594 | ) | |||||||||||||
Balance at December 31, 2007
|
363 | - | - | 5,838 | 6,201 | |||||||||||||||
2008:
|
||||||||||||||||||||
Charges
|
2,662 | 6,994 | 1,649 | - | 11,305 | |||||||||||||||
Cash spent
|
(2,594 | ) | - | - | (1,347 | ) | (3,941 | ) | ||||||||||||
Charged against assets
|
- | (6,994 | ) | (1,649 | ) | - | (8,643 | ) | ||||||||||||
Balance at December 31, 2008
|
431 | - | - | 4,491 | 4,922 | |||||||||||||||
2009:
|
||||||||||||||||||||
Charges
|
2,094 | 1,005 | - | - | 3,099 | |||||||||||||||
Cash spent
|
(1,702 | ) | - | - | (1,333 | ) | (3,035 | ) | ||||||||||||
Charged against assets
|
- | (1,005 | ) | - | - | (1,005 | ) | |||||||||||||
Balance at December 31, 2009
|
$ | 823 | $ | - | $ | - | $ | 3,158 | $ | 3,981 | ||||||||||
(a) Represents depreciation accelerated due to plant shutdowns based on a remaining useful life of less than one year.
|
||||||||||||||||||||
(b) Other includes primarily accrued losses on a sub-lease at a facility in Princeton, New Jersey.
|
Debt Due and Outstanding at December 31, 2009
|
||||||||||||
(In Thousands)
|
||||||||||||
Year
|
Credit
|
Total Debt
|
||||||||||
Due
|
Agreement
|
Other
|
Due
|
|||||||||
2010
|
$ | - | $ | 476 | $ | 476 | ||||||
2011
|
- | 265 | 265 | |||||||||
2012
|
- | 148 | 148 | |||||||||
2013
|
- | 274 | 274 | |||||||||
2014
|
- | - | - | |||||||||
Total
|
$ | - | $ | 1,163 | $ | 1,163 |
Pricing Under Credit Agreement (Basis Points)
|
||||||||
Credit Spread
|
||||||||
Over LIBOR
|
||||||||
Indebtedness-to-
|
(No amounts
|
|||||||
Adjusted EBITDA
|
Outstanding
|
Commitment
|
||||||
Ratio
|
at 12/31/09)
|
Fee
|
||||||
> 2.50x but <= 3x
|
125 | 25 | ||||||
> 1.75x but <= 2.50x
|
100 | 20 | ||||||
> 1x but <= 1.75x
|
87.5 | 17.5 | ||||||
<= 1x
|
75 | 15 |
·
|
Maximum aggregate dividends over the term of the Credit Agreement of $100,000 plus, beginning October 1, 2005, 50% of net income ($141.6 million as of December 31, 2009);
|
·
|
Minimum shareholders’ equity (minimum of $349.9 million compared with $490.1 million of shareholders’ equity as defined in the Credit Agreement as of December 31, 2009);
|
·
|
Maximum indebtedness-to-adjusted EBITDA through December 31, 2009 of 2.75x (2.5x on a pro forma basis for acquisitions); and
|
·
|
Minimum adjusted EBIT-to-interest expense of 2.5x.
|
Option Exercise Price/Share
|
|||||||||||||||||
Number of
Options |
Range |
|
Wgted.
Ave. |
||||||||||||||
Outstanding at 12/31/06
|
1,247,173 | $ | 13.95 |
to
|
$ | 29.94 | $ | 18.16 | |||||||||
Granted
|
4,000 | 14.40 |
to
|
14.40 | 14.40 | ||||||||||||
Forfeited and Expired
|
(184,065 | ) | 13.95 |
to
|
29.94 | 20.68 | |||||||||||
Exercised
|
(364,125 | ) | 13.95 |
to
|
22.72 | 18.58 | |||||||||||
Outstanding at 12/31/07
|
702,983 | 13.95 |
to
|
29.94 | 17.25 | ||||||||||||
Granted
|
401,000 | 14.06 |
to
|
19.25 | 15.72 | ||||||||||||
Forfeited and Expired
|
(161,515 | ) | 13.95 |
to
|
29.94 | 20.07 | |||||||||||
Exercised
|
(248,118 | ) | 13.95 |
to
|
18.90 | 16.66 | |||||||||||
Outstanding at 12/31/08
|
694,350 | 13.95 |
to
|
19.52 | 15.92 | ||||||||||||
Granted
|
283,400 | 14.72 |
to
|
18.12 | 17.92 | ||||||||||||
Forfeited and Expired
|
(171,875 | ) | 13.95 |
to
|
19.52 | 17.59 | |||||||||||
Exercised
|
(9,700 | ) | 13.95 |
to
|
15.11 | 14.37 | |||||||||||
Outstanding at 12/31/09
|
796,175 | $ | 13.95 |
to
|
$ | 19.52 | $ | 16.29 |
Options Outstanding at
December 31, 2009
|
Options Exercisable at December 31, 2009 |
||||||||||||||||||||||||||||||||||
Weighted Average
|
|||||||||||||||||||||||||||||||||||
Range of
Exercise Prices |
Shares
|
Remaining
Contract- |
Exercise
Price |
Aggregate
Intrinsic |
Shares
|
Weighted
Average |
Aggregate
Intrinsic |
||||||||||||||||||||||||||||
$ | 13.95 |
to
|
$ | 17.88 | 535,275 | 4.9 | $ | 15.39 | $ | 247 | 195,775 | $ | 14.97 | $ | 173 | ||||||||||||||||||||
17.89 |
to
|
19.52 | 260,900 | 6.1 | 18.14 | - | 4,000 | 19.52 | - | ||||||||||||||||||||||||||
Total
|
796,175 | 5.3 | $ | 16.29 | $ | 247 | 199,775 | $ | 15.06 | $ | 173 |
Non-vested Restricted Stock
|
Maximum Non-vested Restricted
Stock Units Issuable Upon Satis- |
|||||||||||||||||||||||
Number
of Shares |
Wgtd. Ave.
Grant Date |
Grant Date
Fair Value (In |
Number
of Shares |
Wgtd. Ave.
Grant Date |
Grant Date
Fair Value (In |
|||||||||||||||||||
Outstanding at 12/31/06
|
69,500 | $ | 13.97 | $ | 971 | - | $ | - | $ | - | ||||||||||||||
Granted
|
- | - | - | 233,375 | 20.80 | 4,854 | ||||||||||||||||||
Vested
|
(6,000 | ) | 13.95 | (84 | ) | - | - | - | ||||||||||||||||
Forfeited
|
(4,000 | ) | 13.95 | (56 | ) | (56,500 | ) | 23.00 | (1,300 | ) | ||||||||||||||
Outstanding at 12/31/07
|
59,500 | 13.97 | 831 | 176,875 | 20.09 | 3,554 | ||||||||||||||||||
Granted
|
12,690 | 16.01 | 203 | 146,600 | 15.80 | 2,316 | ||||||||||||||||||
Vested
|
(8,190 | ) | 17.08 | (140 | ) | - | - | - | ||||||||||||||||
Forfeited
|
(10,500 | ) | 14.06 | (148 | ) | (115,694 | ) | 20.40 | (2,360 | ) | ||||||||||||||
Outstanding at 12/31/08
|
53,500 | 13.94 | 746 | 207,781 | 16.89 | 3,510 | ||||||||||||||||||
Granted
|
50,637 | 17.52 | 887 | 76,175 | 17.93 | 1,366 | ||||||||||||||||||
Vested
|
(58,387 | ) | 14.10 | (823 | ) | (66,731 | ) | 20.02 | (1,336 | ) | ||||||||||||||
Forfeited
|
- | - | - | (145,050 | ) | 15.63 | (2,267 | ) | ||||||||||||||||
Outstanding at 12/31/09
|
45,750 | $ | 17.70 | $ | 810 | 72,175 | $ | 17.64 | $ | 1,273 |
Pension Benefits
|
Other Post-
Retirement Benefits |
|||||||||||||||||||||||
(In Thousands, Except Percentages)
|
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
||||||||||||||||||
Weighted-average assumptions used
|
||||||||||||||||||||||||
to determine benefit obligations:
|
||||||||||||||||||||||||
Discount rate
|
5.70 | % | 6.50 | % | 6.25 | % | 5.75 | % | 6.50 | % | 6.25 | % | ||||||||||||
Rate of compensation increases
|
n/a | n/a | 4.00 | % | 4.00 | % | 4.00 | % | 4.00 | % | ||||||||||||||
Weighted-average assumptions used
|
||||||||||||||||||||||||
to determine net periodic benefit
|
||||||||||||||||||||||||
cost:
|
||||||||||||||||||||||||
Discount rate
|
6.50 | % | 6.25 | % | 5.75 | % | 6.50 | % | 6.25 | % | 5.75 | % | ||||||||||||
Rate of compensation increases
|
n/a | n/a | 4.00 | % | 4.00 | % | 4.00 | % | 4.00 | % | ||||||||||||||
Expected long-term return on
|
||||||||||||||||||||||||
plan assets, during the year
|
8.25 | % | 8.50 | % | 8.50 | % | n/a | n/a | n/a | |||||||||||||||
Rate of increase in per-capita cost
|
||||||||||||||||||||||||
of covered health care benefits:
|
||||||||||||||||||||||||
Indemnity plans, end of year
|
n/a | n/a | n/a | 6.00 | % | 6.00 | % | 6.00 | % | |||||||||||||||
Managed care plans, end of year
|
n/a | n/a | n/a | 6.00 | % | 6.00 | % | 6.00 | % | |||||||||||||||
Components of net periodic benefit
|
||||||||||||||||||||||||
income (cost):
|
||||||||||||||||||||||||
Service cost
|
$ | (3,077 | ) | $ | (3,447 | ) | $ | (4,232 | ) | $ | (70 | ) | $ | (71 | ) | $ | (106 | ) | ||||||
Interest cost
|
(13,287 | ) | (12,909 | ) | (11,447 | ) | (495 | ) | (484 | ) | (503 | ) | ||||||||||||
Expected return on plan assets
|
20,680 | 21,965 | 20,372 | - | - | - | ||||||||||||||||||
Amortization of prior service
|
||||||||||||||||||||||||
costs and gains or losses
|
(1,224 | ) | (675 | ) | (1,819 | ) | 127 | 47 | - | |||||||||||||||
Net periodic benefit income (cost)
|
$ | 3,092 | $ | 4,934 | $ | 2,874 | $ | (438 | ) | $ | (508 | ) | $ | (609 | ) |
Pension Benefits
|
Other Post-
Retirement Benefits |
|||||||||||||||
(In Thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Change in benefit obligation:
|
||||||||||||||||
Benefit obligation, beginning of year
|
$ | 211,685 | $ | 200,129 | $ | 8,124 | $ | 8,690 | ||||||||
Service cost
|
3,076 | 3,447 | 70 | 71 | ||||||||||||
Interest cost
|
13,287 | 12,909 | 495 | 484 | ||||||||||||
Effect of actuarial (gains) losses related
|
||||||||||||||||
to the following:
|
||||||||||||||||
Discount rate change
|
18,758 | (5,951 | ) | 656 | (219 | ) | ||||||||||
Retirement rate assumptions and
|
||||||||||||||||
mortality table adjustments
|
462 | 8,899 | (3 | ) | - | |||||||||||
Other
|
(1,435 | ) | 2,485 | (373 | ) | (659 | ) | |||||||||
Benefits paid
|
(10,818 | ) | (10,233 | ) | (282 | ) | (243 | ) | ||||||||
Benefit obligation, end of year
|
$ | 235,015 | $ | 211,685 | $ | 8,687 | $ | 8,124 | ||||||||
Change in plan assets:
|
||||||||||||||||
Plan assets at fair value,
|
||||||||||||||||
beginning of year
|
$ | 194,538 | $ | 284,100 | $ | - | $ | - | ||||||||
Actual return on plan assets
|
45,135 | (79,451 | ) | - | - | |||||||||||
Employer contributions
|
129 | 122 | 282 | 243 | ||||||||||||
Benefits paid
|
(10,818 | ) | (10,233 | ) | (282 | ) | (243 | ) | ||||||||
Plan assets at fair value, end of year
|
$ | 228,984 | $ | 194,538 | $ | - | $ | - | ||||||||
Funded status of the plans
|
$ | (6,031 | ) | $ | (17,147 | ) | $ | (8,687 | ) | $ | (8,124 | ) | ||||
Amounts recognized in the consolidated
|
||||||||||||||||
balance sheets:
|
||||||||||||||||
Prepaid benefit cost
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Accrued benefit liability
|
(6,031 | ) | (17,147 | ) | (8,687 | ) | (8,124 | ) | ||||||||
Net amount recognized
|
$ | (6,031 | ) | $ | (17,147 | ) | $ | (8,687 | ) | $ | (8,124 | ) |
(In Thousands)
|
Pension
Benefits |
Other
Post- |
||||||
2010
|
$ | 12,422 | $ | 481 | ||||
2011
|
12,928 | 517 | ||||||
2012
|
13,527 | 547 | ||||||
2013
|
14,069 | 581 | ||||||
2014
|
14,626 | 600 | ||||||
2015 - 2019
|
81,662 | 3,168 |
Pension
|
Other Post- Retirement |
|||||||||||||||||||||||
(In Thousands)
|
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
||||||||||||||||||
Continuing operations:
|
||||||||||||||||||||||||
Prior service cost (benefit)
|
$ | (4,035 | ) | $ | (5,092 | ) | $ | (6,140 | ) | $ | - | $ | - | $ | - | |||||||||
Net actuarial (gain) loss
|
101,368 | 110,319 | 5,194 | (1,107 | ) | (1,514 | ) | (682 | ) | |||||||||||||||
Discontinued operations:
|
||||||||||||||||||||||||
Prior service cost (benefit)
|
- | - | 1,108 | - | - | - | ||||||||||||||||||
Net actuarial (gain) loss
|
- | - | 6,008 | - | - | (445 | ) | |||||||||||||||||
Total:
|
||||||||||||||||||||||||
Prior service cost (benefit)
|
(4,035 | ) | (5,092 | ) | (5,032 | ) | - | - | - | |||||||||||||||
Net actuarial (gain) loss
|
101,368 | 110,319 | 11,202 | (1,107 | ) | (1,514 | ) | (1,127 | ) |
(In Thousands)
|
Pension
|
Other Post-
Retirement |
|||||||
Continuing operations:
|
|||||||||
Prior service cost (benefit)
|
$ | (1,069 | ) | $ | - | ||||
Net actuarial (gain) loss
|
5,433 | (37 | ) |
% Composition of Plan Assets
at December 31, |
Expected Long-term Return % |
|||||||||||||||
2009
|
2008
|
2007
|
||||||||||||||
Pension plans related to continuing operations:
|
||||||||||||||||
Low-risk fixed income securities
|
3.5 | % | 10.3 | % | 8.5 | % | 4.0 | % | ||||||||
Large capitalization equity securities
|
21.7 | 19.9 | 20.7 | 8.8 | ||||||||||||
Mid-capitalization equity securities
|
0.0 | 0.0 | 7.4 | 10.3 | ||||||||||||
Small-capitalization equity securities
|
5.8 | 4.1 | 4.7 | 10.7 | ||||||||||||
International equity securities
|
21.4 | 18.6 | 22.6 | 9.5 | ||||||||||||
Total equity securities
|
48.9 | 42.6 | 55.4 | 9.3 | ||||||||||||
Hedge and private equity funds
|
42.9 | 43.8 | 33.9 | 8.0 | ||||||||||||
Other assets
|
4.7 | 3.3 | 2.2 | 4.0 | ||||||||||||
Total for continuing operations
|
100.0 | % | 100.0 | % | 100.0 | % | 8.3 | % |
Fair Value Measurements at December 31, 2009
|
||||||||||||||||
(In Thousands) |
Total
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Signficant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||||
Large capitalization equity securities
|
$ | 49,655 | $ | 35,545 | $ | 14,110 | $ | - | ||||||||
Small-capitalization equity securities
|
13,272 | 13,272 | - | - | ||||||||||||
International equity securities
|
49,078 | 49,078 | - | - | ||||||||||||
Hedge and private equity funds
|
98,204 | - | 86,567 | 11,637 | ||||||||||||
Low-risk fixed income securities
|
8,069 | 4,047 | 4,022 | - | ||||||||||||
Other assets
|
451 | 451 | - | - | ||||||||||||
Total plan assets at fair value
|
$ | 218,729 | $ | 102,393 | $ | 104,699 | $ | 11,637 | ||||||||
Contracts with insurance companies
|
10,255 | |||||||||||||||
Total plan assets
|
$ | 228,984 |
(In Thousands)
|
Hedge and private equity funds
|
|||
Balance at December 31, 2008
|
$ | 6,064 | ||
Purchases, sales, and settlements
|
(447 | ) | ||
Actual return on plan assets:
|
||||
Related to assets still held at year end
|
855 | |||
Related to assets sold during the year
|
- | |||
Transfers in and/or out of Level 3
|
5,165 | |||
Balance at December 31, 2009
|
$ | 11,637 |
●
|
The company makes matching contributions to the savings plan of $1 for every $1 of employee contribution. The maximum matching contribution is 6% of base pay for 2007-2009 and 5% of base pay thereafter.
|
●
|
The savings plan includes immediate vesting for active employees of past matching contributions as well as future matching contributions when made (compared with the previous 5-year graded vesting) and automatic enrollment at 3% of base pay unless the employee opts out or elects a different percentage.
|
Year
|
Amount
(In Thousands) |
|||
2010
|
$ | 3,072 | ||
2011
|
1,792 | |||
2012
|
1,331 | |||
2013
|
238 | |||
2014
|
238 | |||
Remainder
|
- | |||
Total
|
$ | 6,671 |
(In Thousands)
|
2009
|
2008
|
2007
|
|||||||||
Income from continuing operations
|
||||||||||||
before income taxes:
|
||||||||||||
Domestic
|
$ | 2,098 | $ | 31,838 | $ | 50,942 | ||||||
Foreign
|
15,212 | 17,289 | 8,354 | |||||||||
Total
|
$ | 17,310 | $ | 49,127 | $ | 59,296 | ||||||
Current income taxes:
|
||||||||||||
Federal
|
$ | 7,624 | $ | 1,494 | $ | 24,698 | ||||||
State
|
(335 | ) | 1,126 | 856 | ||||||||
Foreign
|
4,399 | 6,038 | 4,351 | |||||||||
Total
|
11,688 | 8,658 | 29,905 | |||||||||
Deferred income taxes:
|
||||||||||||
Federal
|
6,088 | 9,672 | (4,009 | ) | ||||||||
State
|
831 | 114 | 316 | |||||||||
Foreign
|
56 | 1,042 | (1,846 | ) | ||||||||
Total
|
6,975 | 10,828 | (5,539 | ) | ||||||||
Total income taxes
|
$ | 18,663 | $ | 19,486 | $ | 24,366 |
Percent of Income Before Income
Taxes for Continuing Operations
|
|||||||
2009
|
2008
|
2007
|
|||||
Income tax expense at federal statutory rate
|
35.0
|
35.0
|
35.0
|
||||
Goodwill impairment charge
|
61.8
|
-
|
-
|
||||
Valuation allowance for capital loss
|
|||||||
carry-forwards
|
12.2
|
(2.2)
|
1.8
|
||||
Unremitted earnings from foreign operations
|
8.1
|
6.7
|
2.2
|
||||
Remitted earnings from foreign operations
|
3.0
|
-
|
-
|
||||
State taxes, net of federal income tax benefit
|
2.2
|
1.6
|
1.3
|
||||
Non-deductible expenses
|
-
|
.2
|
.2
|
||||
Extraterritorial Income Exclusion and
|
|||||||
Domestic Production Activities Deduction
|
-
|
-
|
(.5)
|
||||
Reversal of income tax contingency accruals
|
|||||||
and tax settlements
|
(.9)
|
(.3)
|
.9
|
||||
Valuation allowance for foreign operating
|
|||||||
loss carry-forwards
|
(1.0)
|
3.2
|
1.4
|
||||
Research and development tax credit
|
(2.1)
|
(.4)
|
(.1)
|
||||
Foreign rate differences
|
(6.5)
|
(4.2)
|
(1.1)
|
||||
Other
|
(4.0)
|
.1
|
-
|
||||
Effective income tax rate
|
107.8
|
39.7
|
41.1
|
(In Thousands)
|
2009
|
2008
|
||||||
Deferred tax liabilities:
|
||||||||
Depreciation
|
$ | 30,308 | $ | 27,139 | ||||
Amortization of goodwill
|
23,637 | 20,648 | ||||||
Foreign currency translation gain adjustment
|
14,211 | 12,648 | ||||||
Book basis in excess of tax for investments (net of
|
||||||||
valuation allowance of $6,655 in 2009 and $4,537 in 2008)
|
3,425 | - | ||||||
Derivative financial instruments
|
461 | - | ||||||
Other
|
640 | 1,975 | ||||||
Total deferred tax liabilities
|
72,682 | 62,410 | ||||||
Deferred tax assets:
|
||||||||
Employee benefits
|
9,222 | 6,195 | ||||||
Asset write-offs, divestitures and environmental
|
||||||||
accruals (net of valuation allowance of $1,426 in 2009)
|
2,672 | 3,609 | ||||||
Pensions
|
2,182 | 6,218 | ||||||
Allowance for doubtful accounts and sales returns
|
1,343 | 966 | ||||||
Inventory
|
1,279 | 166 | ||||||
Tax benefit on state and foreign NOL carryforwards (net of
|
||||||||
valuation allowance of $3,599 in 2009 and $5,228 in 2008)
|
1,121 | 883 | ||||||
Timing adjustment for unrecognized tax benefits on
|
||||||||
uncertain tax positions, including portion relating to
|
||||||||
interest and penalties
|
543 | 2,304 | ||||||
Derivative financial instruments
|
- | 4,077 | ||||||
Other
|
1,018 | 494 | ||||||
Total deferred tax assets
|
19,380 | 24,912 | ||||||
Net deferred tax liability
|
$ | 53,302 | $ | 37,498 | ||||
Included in the balance sheet:
|
||||||||
Noncurrent deferred tax liabilities in excess of assets
|
$ | 59,052 | $ | 45,152 | ||||
Current deferred tax assets in excess of liabilities
|
5,750 | 7,654 | ||||||
Net deferred tax liability
|
$ | 53,302 | $ | 37,498 |
Increase (Decrease) Due to Settlements with Taxing Authorities |
||||||||||||||||||||||||
Increase (Decrease) Due to Tax Positions Taken in |
Reductions Due to Lapse of Statute of Limitations |
|||||||||||||||||||||||
Balance at Jan. 1, 2008 |
Balance at Dec. 31, 2008 |
|||||||||||||||||||||||
Current
|
Prior
|
|||||||||||||||||||||||
(In Thousands)
|
Period
|
Period
|
||||||||||||||||||||||
Gross unrecognized tax benefits on uncertain tax
noncurrent liability accounts in the balance sheet)positions (reflected in current income tax and other |
$ | 3,268 | $ | 105 | $ | (392 | ) | $ | (31 | ) | $ | (397 | ) | $ | 2,553 | |||||||||
Deferred income tax assets related to unrecognized
tax benefits on uncertain tax positions for whichultimate deductibility is highly certain but for which the timing of the deduction is uncertain (reflected in deferred income tax accounts in the balance sheet) |
(2,325 | ) | (1,828 | ) | ||||||||||||||||||||
Net unrecognized tax benefits on uncertain tax
positions, which would impact the effective tax rateif recognized |
943 | 725 | ||||||||||||||||||||||
Interest and penalties accrued on deductions taken
relating to uncertain tax positions (approximately $100,income statement in 2008, 2007 and 2006, respectively, with the balance shown in current income tax and other noncurrent liability accounts in the balance sheet) |
1,195 | 1,303 | ||||||||||||||||||||||
Related deferred income tax assets recognized on
interest and penalties |
(436 | ) | (476 | ) | ||||||||||||||||||||
Interest and penalties accrued on uncertain tax
which would impact the effective tax rate if recognizedpositions net of related deferred income tax benefits, |
759 | 827 | ||||||||||||||||||||||
Total net unrecognized tax benefits on uncertain tax
impact the effective tax rate if recognizedpositions reflected in the balance sheet, which would |
$ | 1,702 | $ | 1,552 |
Increase
(Decrease) Due to
Settlements with Taxing Authorities
|
||||||||||||||||||||||||
Increase (Decrease) Due to Tax Positions Taken in |
Reductions
Due to Lapse of
Statute of Limitations |
|||||||||||||||||||||||
Balance at Jan. 1, 2009 |
Balance at Dec. 31, 2009 |
|||||||||||||||||||||||
Current Period |
Prior Period |
|||||||||||||||||||||||
(In Thousands)
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||
Gross unrecognized tax benefits on uncertain tax
positions (reflected in current income tax and other noncurrent liability accounts in the balance sheet) |
$ | 2,553 | $ | 68 | $ | 208 | $ | (1,543 | ) | $ | (290 | ) | $ | 996 | ||||||||||
Deferred income tax assets related to unrecognized
ultimate deductibility is highly certain but for whichtax benefits on uncertain tax positions for which the timing of the deduction is uncertain (reflected in deferred income tax accounts in the balance sheet) |
(1,828 | ) | (348 | ) | ||||||||||||||||||||
Net unrecognized tax benefits on uncertain tax
positions, which would impact the effective tax rate if recognized |
725 | 648 | ||||||||||||||||||||||
Interest and penalties accrued on deductions taken
relating to uncertain tax positions (approximately $(800), $100 and $300 reflected in income tax expense in the income statement in 2009, 2008 and 2007, respectively, with the balance shown in current income tax and other noncurrent liability accounts in the balance sheet) |
1,303 | 537 | ||||||||||||||||||||||
Related deferred income tax assets recognized on
interest and penalties |
(476 | ) | (195 | ) | ||||||||||||||||||||
Interest and penalties accrued on uncertain tax
positions net of related deferred income tax benefits, which would impact the effective tax rate if recognized |
827 | 342 | ||||||||||||||||||||||
Total net unrecognized tax benefits on uncertain tax
positions reflected in the balance sheet, which would impact the effective tax rate if recognized |
$ | 1,552 | $ | 990 |
●
|
A fourth quarter charge of $181,000 ($121,000 after taxes) and a first quarter charge of $1.1 million ($806,000 after taxes) for severance and other employee-related costs in connection with restructurings in Film Products;
|
●
|
A fourth quarter charge of $1.0 million ($1.0 million after taxes) for asset impairments in Film Products;
|
●
|
A fourth quarter benefit of $547,000 ($340,000 after taxes), a third quarter charge of $111,000 ($69,000 after taxes), a second quarter charge of $779,000 ($484,000 after taxes), and a first quarter charge of $609,000 ($378,000 after taxes) for timing differences between the recognition of realized losses on aluminum futures contracts and related revenues from the delayed fulfillment by customers of fixed-price forward purchase commitments (included in “Cost of goods sold” in the consolidated statements of income, see Note 6 for additional detail);
|
●
|
A fourth quarter gain of $640,000 ($398,000 after taxes) related to the sale of land at our aluminum extrusions manufacturing facility in Newnan, Georgia (included in “Other income (expense), net” in the consolidated statements of income);
|
●
|
A fourth quarter charge of $64,000 ($40,000 after taxes) and a first quarter charge of $369,000 ($232,000 after taxes) for severance and other employee-related costs in connection with restructurings in Aluminum Extrusions;
|
●
|
A fourth quarter charge of $218,000 ($139,000 after taxes) and a first quarter charge of $178,000 ($113,000 after taxes) for severance and other employee-related costs in connection with restructurings at corporate headquarters (included in “Corporate expenses, net” in the segment operating profit table in Note 3);
|
●
|
A first quarter gain of $275,000 ($162,000 after taxes) on the sale of equipment (included in “Other income (expense), net” in the consolidated statements of income) from a previously shutdown films manufacturing facility in LaGrange, Georgia;
|
●
|
A second quarter gain of $175,000 ($110,000 after taxes) on the sale of a previously shutdown aluminum extrusions manufacturing facility in El Campo, Texas (included in “Other income (expense), net” in the consolidated statements of income);
|
●
|
A second quarter gain of $149,000 ($91,000 after taxes) related to the reversal to income of certain inventory impairment accruals in Film Products; and
|
●
|
A fourth quarter charge of $345,000 ($214,000 after taxes) and a second quarter benefit of $276,000 ($172,000 after taxes) related to adjustments of future environmental costs expected to be incurred by Aluminum Extrusions (included in “Cost of goods sold” in the consolidated statements of income).
|
●
|
A fourth quarter charge of $7.2 million ($5.0 million after taxes), a second quarter charge of $854,000 ($717,000 after taxes) and a first quarter charge of $1.7 million ($1.2 million after taxes) for asset impairments in Film Products;
|
●
|
A second quarter charge of $90,000 ($83,000 after taxes) and a first quarter charge of $2.1 million ($1.4 million after taxes) for severance and other employee-related costs in connection with restructurings in Film Products;
|
●
|
A second quarter charge of $275,000 ($169,000 after taxes) and a first quarter charge of $235,000 ($145,000 after taxes) for severance and other employee-related costs in connection with restructurings in Aluminum Extrusions;
|
●
|
A fourth quarter gain of $583,000 ($437,000 after taxes) related to the sale of land rights and related improvements at the Film Products facility in Shanghai, China (included in “Other income (expense), net” in the consolidated statements of income); and
|
●
|
A fourth quarter charge of $72,000 ($44,000 after taxes) and a second quarter charge of $105,000 ($65,000 after taxes) related to expected future environmental costs at the Aluminum Extrusions facility in Newnan, Georgia (included in “Cost of goods sold” in the consolidated statements of income).
|
●
|
A fourth quarter charge of $1.2 million ($780,000 after taxes), a third quarter charge of $1.2 million ($793,000 after taxes) and a first quarter charge of $366,000 ($238,000 after taxes) related to the estimated loss on the sub-lease of a portion of the AFBS (formerly Therics) facility in Princeton, New Jersey;
|
●
|
A fourth quarter charge of $256,000 ($256,000 after taxes) and a first quarter charge of $338,000 ($284,000 after taxes) for asset impairments in Film Products;
|
●
|
A third quarter charge of $493,000 ($309,000 after taxes) and a second quarter charge of $99,000 ($62,000 after taxes) for severance and other employee-related costs in Aluminum Extrusions;
|
●
|
A second quarter charge of $26,000 ($16,000 after taxes) and a first quarter charge of $29,000 ($17,000 after taxes) for costs related to the shutdown of the films manufacturing facility in LaGrange, Georgia; and
|
●
|
A third quarter charge of $42,000 ($26,000 after taxes) related to expected future environmental costs at the aluminum extrusions facility in Newnan, Georgia (included in "Cost of goods sold" in the consolidated statements of income).
|
Aluminum Extrusions Business in Canada
|
||||||||
Statements of Income
|
||||||||
(In Thousands)
|
Jan. 1, 2008 to
Feb. 12, 2008 |
2007
|
||||||
Revenues
|
$ | 18,756 | $ | 157,691 | ||||
Costs and expenses:
|
||||||||
Cost of goods sold
|
17,913 | 156,700 | ||||||
Freight
|
744 | 4,969 | ||||||
Selling, general and administrative
|
490 | 2,389 | ||||||
Asset impairments and costs associated
|
||||||||
with exit and disposal activities
|
1,337 | 31,754 | ||||||
Total
|
20,484 | 195,812 | ||||||
Income (loss) before income taxes
|
(1,728 | ) | (38,121 | ) | ||||
Income taxes
|
(1,023 | ) | (18,440 | ) | ||||
Net income (loss)
|
$ | (705 | ) | $ | (19,681 | ) |
First
Quarter |
Second
Quarter |
Third
Quarter |
Fourth
Quarter |
Year
|
||||||||||||||||
2009
|
||||||||||||||||||||
Sales
|
$ | 153,066 | $ | 158,115 | $ | 175,662 | $ | 161,770 | $ | 648,613 | ||||||||||
Gross profit
|
24,579 | 28,630 | 35,191 | 27,195 | 115,595 | |||||||||||||||
Income (lloss) from continuing operations
|
(28,817 | ) | 6,487 | 10,996 | 9,981 | (1,353 | ) | |||||||||||||
Income (loss) from discontinued operations
|
- | - | - | - | - | |||||||||||||||
Net income (loss)
|
$ | (28,817 | ) | $ | 6,487 | $ | 10,996 | $ | 9,981 | $ | (1,353 | ) | ||||||||
Earnings (loss) per share:
|
||||||||||||||||||||
Basic
|
||||||||||||||||||||
Continuing operations
|
$ | (.85 | ) | $ | .19 | $ | .32 | $ | .30 | $ | (.04 | ) | ||||||||
Discontinued operations
|
- | - | - | - | - | |||||||||||||||
Net income (loss)
|
$ | (.85 | ) | $ | .19 | $ | .32 | $ | .30 | $ | (.04 | ) | ||||||||
Diluted
|
||||||||||||||||||||
Continuing operations
|
$ | (.85 | ) | $ | .19 | $ | .32 | $ | .29 | $ | (.04 | ) | ||||||||
Discontinued operations
|
- | - | - | - | - | |||||||||||||||
Net income (loss)
|
$ | (.85 | ) | $ | .19 | $ | .32 | $ | .29 | $ | (.04 | ) | ||||||||
Shares used to compute earnings per share:
|
||||||||||||||||||||
Basic
|
33,866 | 33,876 | 33,878 | 33,825 | 33,861 | |||||||||||||||
Diluted
|
33,866 | 33,971 | 33,922 | 33,871 | 33,861 | |||||||||||||||
2008
|
||||||||||||||||||||
Sales
|
$ | 228,480 | $ | 234,008 | $ | 228,709 | $ | 192,702 | $ | 883,899 | ||||||||||
Gross profit
|
29,140 | 31,962 | 27,821 | 34,473 | 123,396 | |||||||||||||||
Income from continuing operations
|
3,785 | 8,865 | 11,078 | 5,913 | 29,641 | |||||||||||||||
Income (loss) from discontinued operations
|
(723 | ) | (207 | ) | - | 225 | (705 | ) | ||||||||||||
Net income
|
$ | 3,062 | $ | 8,658 | $ | 11,078 | $ | 6,138 | $ | 28,936 | ||||||||||
Earnings (loss) per share:
|
||||||||||||||||||||
Basic
|
||||||||||||||||||||
Continuing operations
|
$ | .11 | $ | .26 | $ | .33 | $ | .17 | $ | .87 | ||||||||||
Discontinued operations
|
(.02 | ) | (.01 | ) | - | .01 | (.02 | ) | ||||||||||||
Net income
|
$ | .09 | $ | .25 | $ | .33 | $ | .18 | $ | .85 | ||||||||||
Diluted
|
||||||||||||||||||||
Continuing operations
|
$ | .11 | $ | .26 | $ | .33 | $ | .17 | $ | .87 | ||||||||||
Discontinued operations
|
(.02 | ) | (.01 | ) | - | .01 | (.02 | ) | ||||||||||||
Net income
|
$ | .09 | $ | .25 | $ | .33 | $ | .18 | $ | .85 | ||||||||||
Shares used to compute earnings per share:
|
||||||||||||||||||||
Basic
|
34,467 | 33,997 | 33,672 | 33,782 | 33,977 | |||||||||||||||
Diluted
|
34,682 | 34,211 | 33,903 | 33,990 | 34,194 |
TREDEGAR CORPORATION
(Registrant)
|
||
Dated: March 3, 2010
|
By
|
/s/ Nancy M. Taylor
|
Nancy M. Taylor
|
||
President and Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Nancy M. Taylor
|
President, Chief Executive Officer and Director
|
|
(Nancy M. Taylor)
|
(Principal Executive Officer)
|
|
/s/ Kevin A. O’Leary
|
Vice President, Chief Financial Officer and Treasurer
|
|
(Kevin A. O'Leary)
|
(Principal Financial Officer)
|
|
/s/ Frasier W. Brickhouse, II
|
Controller
|
|
(Frasier W. Brickhouse, II)
|
(Principal Accounting Officer)
|
|
/s/ Richard L. Morrill
|
Chairman of the Board of Directors
|
|
(Richard L. Morrill)
|
||
/s/ William M. Gottwald
|
Vice Chairman of the Board of Directors
|
|
(William M. Gottwald)
|
||
/s/ N. A. Scher
|
Vice Chairman of the Board of Directors
|
|
(Norman A. Scher)
|
||
/s/ Austin Brockenbrough, III
|
Director
|
|
(Austin Brockenbrough, III)
|
||
/s/ Donald T. Cowles
|
Director
|
|
(Donald T. Cowles)
|
/s/ John D. Gottwald
|
Director
|
|
(John D. Gottwald)
|
||
/s/ George A. Newbill
|
Director
|
|
(George A. Newbill)
|
||
/s/ R. Gregory Williams
|
Director
|
|
(R. Gregory Williams)
|
|
|||
3.1
|
Amended and Restated Articles of Incorporation of Tredegar (filed as Exhibit 3.1 to Tredegar's Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
|
||
3.2
|
Amended and Restated Bylaws of Tredegar (filed as Exhibit 3.2 to Tredegar's Current Report on Form 8-K (File No. 1-10258), filed December 15, 2009, and incorporated herein by reference)
|
||
3.3
|
Articles of Amendment (filed as Exhibit 3.3 to Tredegar's Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
|
||
4.1
|
Form of Common Stock Certificate (filed as Exhibit 4.1 to Tredegar's Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
|
||
4.2
|
Amended and Restated Rights Agreement, dated as of June 30, 2009, by and between Tredegar and National City Bank, as Rights Agent (filed as Exhibit 1 to Amendment No. 2 to Tredegar's Registration Statement on Form 8-A/A (File No. 1-10258) filed on July 1, 2009, and incorporated herein by reference)
|
||
4.3
|
Credit Agreement among Tredegar Corporation, as borrower, the domestic subsidiaries of Tredegar that from time to time become parties thereto, as guarantors, the several banks and other financial institutions as may from time to time become parties thereto, Wachovia Bank, National Association, as administrative agent, SunTrust Bank, as syndication agent, and Bank of America, N.A., KeyBank National Association, and JPMorgan Chase Bank, N.A., as documentation agents, dated as of December 15, 2005 (filed as Exhibit 10.16 to Tredegar's Current Report on Form 8-K (File No. 1-10258), filed December 20, 2005, and incorporated herein by reference)
|
||
4.3.1
|
First Amendment to Credit Agreement dated as of February 29, 2008 (filed as Exhibit 10.18 to Tredegar's Current Report on Form 8-K (File No. 1-10258), filed March 4, 2008, and incorporated herein by reference)
|
||
10.1 | Reorganization and Distribution Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.1 to Tredegar's Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference) | ||
*10.2
|
Employee Benefits Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.2 to Tredegar's Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
|
||
10.3
|
Tax Sharing Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.3 to Tredegar's Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
|
||
10.4
|
Indemnification Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.4 to Tredegar's Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
|
||
*10.5
|
Tredegar Industries, Inc. Retirement Benefit Restoration Plan (filed as Exhibit 10.7 to Tredegar's Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
|
||
*10.5.1
|
Amendment to the Tredegar Retirement Benefit Restoration Plan (filed as Exhibit 10.7.1 to Tredegar's Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
|
||
*10.6
|
Tredegar Industries, Inc. Savings Plan Benefit Restoration Plan (filed as Exhibit 10.8 to Tredegar's Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2004, and incorporated herein by reference)
|
||
*10.6.1
|
Resolutions of the Executive Committee of the Board of Directors of Tredegar Corporation adopted on December 28, 2004 (effective as of December 31, 2004) amending the Tredegar Corporation Retirement Savings Plan Benefit Restoration Plan (filed as Exhibit 10.9.1 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on December 30, 2004, and incorporated herein by reference)
|
||
*10.7
|
Tredegar Industries, Inc. Amended and Restated Incentive Plan (filed as Exhibit 10.9 to Tredegar’s Annual Report on Form 10-K (File No. 1-10258) for the year ended December 31, 2005, and incorporated herein by reference)
|
||
*10.8
|
Tredegar Corporation’s 2004 Equity Incentive Plan As Amended and Restated Effective March 27, 2009 (filed as Annex 1 to Tredegar’s Definitive Proxy Statement on Schedule 14A filed on April 14, 2009 (File No. 1-10258) and incorporated herein by reference)
|
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*10.9
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Transfer Agreement, by and between Old Therics and New Therics, dated as of June 30, 2005 (filed as Exhibit 10.17 to Tredegar's Current Report on Form 8-K (File No. 1-10258), filed July 1, 2005, and incorporated herein by reference)
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10.10
|
Intellectual Property Transfer Agreement, by and between Old Therics and New Therics, dated as of June 30, 2005 (filed as Exhibit 10.18 to Tredegar's Current Report on Form 8-K (File No. 1-10258), filed July 1, 2005, and incorporated herein by reference)
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||
10.11
|
Unit Purchase Agreement, by and between Old Therics, New Therics and Randall R. Theken, dated as of June 30, 2005 (filed as Exhibit 10.19 to Tredegar's Current Report on Form 8-K (File No. 1-10258), filed July 1, 2005, and incorporated herein by reference)
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||
10.12
|
Payment Agreement, by and between Old Therics and New Therics, dated as of June 30, 2005 (filed as Exhibit 10.20 to Tredegar's Current Report on Form 8-K (File No. 1-10258), filed July 1, 2005, and incorporated herein by reference)
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*10.13
|
Form of Notice of Nonstatutory Stock Option Grant and Nonstatutory Stock Option Terms and Conditions (filed as Exhibit 10.21 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on March 10, 2006, and incorporated herein by reference)
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*10.14
|
Form of Notice of Stock Unit Award and Stock Unit Award Terms and Conditions (filed as Exhibit 10.21 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on February 28, 2007, and incorporated herein by reference)
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||
*10.15
|
Form of Notice of Stock Unit Award and Stock Unit Award Terms and Conditions (filed as Exhibit 10.23 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed on June 26, 2007, and incorporated herein by reference)
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||
*10.16
|
Severance Agreement, dated August 12, 2008, between Tredegar and D. Andrew Edwards (filed as Exhibit 10.19 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed August 14, 2008, and incorporated herein by reference)
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*10.17
|
Form of Notice of Stock Award and Stock Award Terms and Conditions (filed as Exhibit 10.18 to Tredegar’s Current Report on Form 8-K (File No. 1-10258), filed February 19, 2009, and incorporated herein by reference)
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||
+*10.18
|
Summary of Director Compensation for Fiscal 2009
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||
+21
|
Subsidiaries of Tredegar
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||
+23.1
|
Consent of Independent Registered Public Accounting Firm
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||
+31.1
|
Section 302 Certification of Principal Executive Officer
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||
+31.2
|
Section 302 Certification of Principal Financial Officer
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||
+32.1
|
Section 906 Certification of Principal Executive Officer
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||
+32.2
|
Section 906 Certification of Principal Financial Officer
|
||
* Denotes compensatory plans or arrangements or management contracts.
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+ Filed herewith
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