SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
(Mark One)
X____ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
/ X / OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 1994
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
/ / OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-10258
Tredegar Industries, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-1497771
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1100 Boulders Parkway
Richmond, Virginia 23225
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 330-1000
Indicate by check whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
The number of shares of Common Stock, no par value,
outstanding as of April 30,July 15, 1994: 10,894,23310,594,225
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TREDEGAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
March 31June 30 December 31
ASSETS 1994 1993
Cash and cash equivalents $ 1,8814,608 $ -
Accounts and notes receivable 76,51274,210 70,173
Inventories 31,10431,308 34,211
Deferred income taxes 11,33711,111 11,555
Prepaid expenses and other 1,4131,104 881
Total current assets 122,247122,341 116,820
Property, plant and equipment, at cost 327,354324,265 323,933
Less accumulated depreciation
and amortization 194,144194,797 188,531
Net property, plant and equipment 133,210129,468 135,402
Other assets and deferred charges 25,21326,162 24,456
Goodwill and other intangibles 36,17635,950 45,729
Net assets of discontinued operations 25,55421,983 30,976
Total assets $ 342,400335,904 $ 353,383
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 21,58625,078 $ 19,376
Accrued expenses 37,05036,581 35,380
Income taxes payable 3,5902,673 -
Total current liabilities 62,22664,332 54,756
Long-term debt 78,00070,500 97,000
Deferred income taxes 20,28019,071 23,108
Other noncurrent liabilities 9,6959,692 9,431
Total liabilities 170,201163,595 184,295
Shareholders' equity:
Common stock, no par value 170,170165,839 170,140
Foreign currency translation
adjustment (148)84 (283)
Retained earnings (deficit) 2,1776,386 (769)
Total shareholders' equity 172,199172,309 169,088
Total liabilities and
shareholders' equity $ 342,400335,904 $ 353,383
See accompanying notes to financial statements.
TREDEGAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per-share amounts)
(Unaudited)
ThreeSecond Quarter Ended Six Months Ended
March 31June 30 June 30
1994 1993 1994 1993
Net sales $ 120,994 $ 111,198$122,913 $108,042 $243,907 $219,240
Other expense,income (expense), net (231) (270)
120,763 110,928160 (192) (71) (462)
123,073 107,850 243,836 218,778
Cost of goods sold 102,250 94,014102,684 91,468 204,934 185,482
Selling, general and& administrative
expenses 11,295 12,42812,259 12,278 23,554 24,706
Research and& development expenses 1,839 1,9291,927 2,246 3,766 4,175
Interest expense 1,177 1,3231,166 1,232 2,343 2,555
Unusual items - (736) 9,521 (1,527)
126,082 108,167(2,263)
118,036 106,488 244,118 214,655
Income (loss) from continuing
operations before income taxes (5,319) 2,7615,037 1,362 (282) 4,123
Income taxes (226) 1,0511,963 688 1,737 1,739
Income (loss) from continuing
operations (5,093) 1,7103,074 674 (2,019) 2,384
Discontinued operations:
Income from Energyenergy segment operations (net of income tax of $787 in
1994 and $918 in 1993) 1,435 1,8411,772 2,154 3,207 3,995
Gain on sale of remaining oil and& gas
properties (net of income tax of
$2,121) - - 3,938 -
Deferred tax benefit on the difference
between the financial reporting and
income tax basis of The Elk Horn
Coal Corporation - - 3,320 -
Net income before extraordinary item
and cumulative effect of changes
in accounting principles 3,600 3,5514,846 2,828 8,446 6,379
Extraordinary item - prepayment
premium on extinguishment of
debt (net of income tax benefits
of $685) - (1,115) - (1,115)
Cumulative effect of changes in
accounting for postretirement benefits
other than pensions (net of tax) and
income taxes - - - 150
Net income $ 3,6004,846 $ 3,7011,713 $ 8,446 $ 5,414
Earnings (loss) per share:
Continuing operations $ (.47).29 $ .16.06 $ (.19) $ .22
Discontinued operations .80 .17.16 .20 .97 .37
Before extraordinary item and
cumulative effect of changes
in accounting principles .33 .33.45 .26 .78 .59
Extraordinary item - (.10) - (.10)
Cumulative effect of changes
in accounting principles - - - .01
Net income $ .33.45 $ .34.16 $ .78 $ .50
Shares used to compute earnings per share 10,89610,722 10,895 10,808 10,895
See accompanying notes to financial statements.
TREDEGAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
ThreeSix Months
Ended March 31June 30
1994 1993
Cash flows from operating activities:
Continuing operations:
Income (loss) from continuing operations $(5,093)$(2,019) $ 1,7102,384
Adjustments for noncash items:
Depreciation 5,840 5,70411,789 11,380
Amortization of intangibles 719 6361,010 ,281
Write-off of intangibles 9,521 -
Deferred income taxes (2,682) (320)(3,593) 363
Accrued pension income and postretirement benefits 298 210177 115
Gain on sale of investments - (1,527)(2,263)
Changes in assets and liabilities:
Accounts and notes receivable (6,339) (4,386)(4,037) (4,441)
Inventories 3,107 (980)2,903 (3,066)
Prepaid expenses and other (539) 198(230) (654)
Accounts payable 2,210 4,1375,702 946
Accrued expenses and income taxes payable 5,115 (3,588)3,625 (4,373)
Other,net (1,055) (1,447)(883) (1,429)
Net cash provided by continuing operating activities 11,102 34723,965 243
Net cash used for extraordinary item - (1,115)
Net cash provided by discontinued operating activities 6,198 6,15411,621 8,000
Net cash provided by operating activities 17,300 6,50135,586 7,128
Cash flows from investing activities:
Continuing operations:
Capital expenditures (3,824) (2,569)(7,885) (5,905)
Investments -(1,200) (200)
Proceeds from sales of investments - 3,6275,263
Property disposals 280 1,7532,569 2,208
Other, net (124) 398(128) (334)
Net cash (used in) provided by investing
activities of continuing operations (3,668) 3,009(6,644) 1,032
Discontinued operations:
Capital expenditures (10) (285)(16) (313)
Property disposals 7,927 5277,853 1,685
Net cash provided by investing activities of
discontinued operations 7,917 2427,837 1,372
Net cash provided by investing activities 4,249 3,2511,193 2,404
Cash flows from financing activities:
Dividends paid (654) (654)(1,291) (1,308)
Net decrease in borrowings (19,000) (9,000)(26,500) (8,100)
Repurchase of Tredegar common stock (4,333) -
Other, net (14) (98)(47) (124)
Net cash used in financing activities (19,668) (9,752)(32,171) (9,532)
Increase in cash and cash equivalents 1,8814,608 -
Cash and cash equivalents at beginning of period - -
Cash and cash equivalents at end of period $ 1,8814,608 $ -
Supplemental cash flow information:
Interest payments (net of amount capitalized) $ 6762,619 $ 2,2775,249
Income tax payments, net $ 1,6625,237 $ 2,216
3,935
See accompanying notes to financial statements.
TREDEGAR INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of management, the accompanying consolidated
financial statements of Tredegar Industries, Inc. and
Subsidiaries ("Tredegar") contain all adjustments necessary
to present fairly, in all material respects, Tredegar's
consolidated financial position as of March 31,June 30, 1994, and the
consolidated results of their operations and their cash flows
for the threesix months ended March 31,June 30, 1994 and 1993. All such
adjustments are deemed to be of a normal recurring nature.
These financial statements should be read in conjunction with
the consolidated financial statements and notes thereto
included in the 1993 Annual Report. The results of operations
for the threesix months ended March 31,June 30, 1994 are not necessarily
indicative of the results to be expected for the full year.
2. Certain prior-period amounts have been reclassified to conform
to the current presentation.
3. The components of inventories are as follows:
(In Thousands)
March 31thousands)
June 30 December 31
1994 1993
Finished goods $ 5,2655,905 $ 5,735
Work-in-process 3,7443,824 5,298
Raw materials 14,13614,670 15,497
Stores, supplies and other 7,9596,909 7,681
Total $ 31,10431,308 $ 34,211
4. Unusual items in 1994 include the write-off of goodwill and
other intangibles in APPX Software, Inc. ($7.6 million after
income taxes or 70 cents per share). The write-off is the
result of management's determination that income generated by
the acquired products, which historically had been marketed
to small and medium-sized companies, will not be sufficient
to recover the unamortized costs associated with the
intangible software assets purchased by Tredegar in December
1992. The goodwill and other intangibles in APPX Software
were being amortized over 5 to 7 years at an annual rate of
approximately $1.5 million after income taxes, or 14 cents per
share. Unusual items in 1993 include a gaingains on the salesales of
Emisphere Technologies, Inc. ("Emisphere") common stock
($1460,000 after income taxes, or 4 cents per share for the
second quarter and $1.4 million after income taxes, or 913
cents per share)share, for the six months).
5. Tredegar is reporting its energy segment as discontinued
operations. In February 1994, Tredegar sold its remaining oil
and gas properties.properties for approximately $8 million. In June
1994, Tredegar is currently pursuing the sale ofannounced an agreement to sell its 97%-owned
subsidiary, The Elk Horn Coal Corporation ("Elk Horn"), its coal subsidiary.
Therefore,to Pen
Holdings, Inc. for $71 million. Assuming completion of the
transaction during the third quarter, Tredegar expects to
realize an after-tax gain of approximately $26 million or
$2.43 per share. After-tax proceeds from the sale should be
approximately $50 million. Of this amount, it is reporting its Energyexpected
that $35 million will be used to repay certain outstanding
debt. Remaining proceeds will be invested in marketable
securities.
Results of energy segment as
discontinued operations.
operations are summarized below:
(In thousands)
Second Quarter Six Months
Ended June 30 Ended June 30
1994 1993 1994 1993
Revenues $ 8,443 $7,933 $16,154 $15,931
Costs and expenses:
Operating costs and
expenses 5,530 5,539 10,883 11,019
Interest allocated 133 161 269 334
Unusual items - (1,010) - (1,424)
Total 5,663 4,690 11,152 9,929
Income before income taxes 2,780 3,243 5,002 6,002
Income taxes 1,008 1,089 1,795 2,007
Income from energy segment
operations $ 1,772 $2,154 $ 3,207 $3,995
Unusual items for energy segment operations in 1993 include
gains of $1 million ($663,000 after income taxes or 6 cents
per share) for the second quarter and $1.4 million ($938,000
after income taxes or 9 cents per share) for the six months
related to sales of certain oil and gas properties.
Discontinued operations in 1994 include a gain of $6.1 million
($3.9 million after income taxes or 36 cents per share)
related to the sale of Tredegar's remaining oil and gas
properties, and a deferred tax benefit of $3.3 million (31
cents per share) recognized on the difference between the
financial reporting basis and income tax basis of Elk Horn in
connection with its anticipated sale.
Income from
discontinued operations in 1993 includes a gain
6. Net income and earnings per share, adjusted for nonrecurring
items affecting the comparability of $414,000
($275,000 after income taxes or 3 cents per share) related tooperating results, are
presented below:
(In thousands, except per-share amounts)
Second Quarter Six Months
1994 1993 1994 1993
Net income as reported $4,846 $1,713 $8,446 $5,414
After-tax effects of
nonrecurring items:
Write-off of APPX
Software intangibles - - 7,642 -
Gain on sale of oil & gas
properties - (663) (3,938) (938)
Deferred tax benefit
associated with the
expected sale of Elk
Horn Coal - - (3,320) -
Gain on sale of Emisphere - (460) - (1,410)
Extraordinary charge - 1,115 - 1,115
Cumulative effect of
accounting changes - - - (150)
Net income as adjusted for
nonrecurring items 4,846 1,705 8,830 4,031
Income from discontinued
operations as adjusted
for nonrecurring items (1,772) (1,491) (3,207) (3,057)
Net income from continuing
operations as adjusted
for nonrecurring items $3,074 $ 214 $5,623 $ 974
Earnings per share:
As reported $ .45 $ .16 $ .78 $ .50
As adjusted for
nonrecurring items .45 .16 .81 .37
From continuing
operations as adjusted
for nonrecurring items .29 .02 .52 .09
7. During the salesecond quarter of certain oil and gas properties.
6.1994, Tredegar purchased 303,000
shares of Tredegar common stock for $4.3 million. In the
first quarter of 1994, Tredegar granted stock options to
purchase 381,000 shares of Tredegar common stock at prices not
less than the fair market value on the date of grant ($15.125)
and for a term not to exceed 10 years.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
In February 1994, Tredegar sold its remaining oil and gas
properties for approximately $8 million and recognized an after-tax
gain of $3.9 million (36 cents per share). In June 1994, Tredegar
announced an agreement to sell its 97%-owned subsidiary, The Elk
Horn Coal Corporation ("Elk Horn"), to Pen Holdings, Inc. for $71
million. Assuming completion of the transaction during the third
quarter, Tredegar expects to recognize an after-tax gain of
approximately $26 million ($2.43 per share). See "Liquidity and
Capital Resources" for discussion of the cash flow effects of these
transactions. The Elk Horn sale will complete the divestiture of
Tredegar's energy businesses. The energy segment is being reported
as discontinued operations.
Results of Operations
FirstSecond Quarter 1994 Compared with FirstSecond Quarter 1993
Tredegar'sNet income for the second quarter of 1994 increased 183% to
$4.8 million, or 45 cents per share, from $1.7 million, or 16 cents
per share, in 1993. Results for the 1993 second quarter include an
after-tax charge of $1.1 million (10 cents per share) related to a
loan prepayment, an after-tax gain of $460,000 (4 cents per share)
on the sale of Emisphere Technologies, Inc. ("Emisphere") common
stock and an after-tax gain of $663,000 (6 cents per share) on the
sale of certain oil and gas properties. There were no special
charges or gains in the second quarter of 1994.
Second-quarter net income from continuing operations
(excluding energy results and nonrecurring items) was $3.1 million,
or 29 cents per share, up from $214,000, or 2 cents per share, in
1993. Results from continuing operations exclude the potential
benefit from the reinvestment of Elk Horn divestiture proceeds.
Second quarter net sales from continuing operations increased
14% in 1994 due primarily to higher volume in Film Products and
Aluminum Extrusions and the inclusion of Polestar Plastics, Inc.
("Polestar") in 1994. Tredegar acquired the assets of Polestar in
the third quarter of 1993.
The gross profit margin from continuing operations increased
to 16.5% in 1994 from 15.3% in 1993. The improvement in gross
profit margin was due primarily to higher volume in Film Products
and Aluminum Extrusions.
Selling, general and administrative expenses were essentially
flat.
Research and development expenses decreased 14% due to lower
spending in Film Products, partially offset by higher software
development costs at APPX Software, Inc. and higher spending at
Molecumetics.
Interest expense for continuing operations decreased 5% as a
result of significantly lower average debt levels, partially offset
by higher average interest rates. The average interest rate on
debt outstanding during the second quarter of 1994 was 6%, compared
with 5.6% in 1993. Interest expense of $133,000 and $161,000 was
allocated to discontinued operations in the second quarter of 1994
and 1993, respectively, based on relative capital employed.
The effective tax rate for continuing operations, excluding
nonrecurring items, decreased to 39% in the second quarter of 1994
from 65.8% in the second quarter of 1993. The higher rate in 1993
was due to the combined effects of non-deductible goodwill
amortization and relatively low income. In addition, a significant
portion of goodwill amortization was eliminated with the write-off
of APPX Software intangibles at the end of the first quarter of
1994.
Six Months 1994 Compared With Six Months 1993
Net income for the first quartersix months of 1994 decreased
3%increased 56% to
$3.6$8.4 million, or 3378 cents per share, from $3.7$5.4 million, or 3450 cents
per share, in 1993. Results for 1994 include a net after-tax
charge of $384,000, or 3 cents per share, related to special items.
Results for 1993 include a net after-tax gain of $1.4 million, or
13 cents per share, related to special items. Tredegar's net
income for the first quarter of 1994 excluding special items
increased 71% to $4 million, or 36 cents per share, from $2.3
million, or 21 cents per share, in 1993.
The net charge of $384,000 for special items in 1994 includes:
(i) a $3.9 million after-taxafter-
tax gain (36 cents per share) on the sale of Tredegar's remaining
oil and gas properties, (ii) a $3.3 million deferred tax benefit (31
cents per share) recognized on the difference between the financial
reporting and income tax basis of The Elk Horn Coal Corporation ("Elk Horn") (Tredegar's coal
subsidiary) in connection with its
anticipated sale and (iii) a $7.6 million after-tax charge (70 cents per
share) related to the write-off of goodwill and other intangibles
in APPX Software, Inc.
If Elk Horn is not sold, the $3.3 million deferred tax benefit will
be reversed and charged to net income.Software.
The write-off in APPX Software is the result of management's
determination that income generated by the acquired products, which
historically had been marketed to small and medium-sized companies,
will not be sufficient to recover the unamortized costs associated
with the intangible software assets purchased by Tredegar in
December 1992. APPX Software is actively engaged in efforts to
enhance current products and develop next-generation products aimed
at medium and large-sized companies. The goodwill and other
intangibles in APPX Software were being amortized over 5 to 7 years
at an annual rate of approximately $1.5 million after income taxes,
or 14 cents per share.
The net
Results for 1993 include an after-tax gain of $1.4 million for special items in 1993
includes: (i) a $1 million after-tax gain (9(13
cents per share) on the sale of Emisphere Technologies, Inc. common stock, (ii) a
$275,000 after-taxan after-
tax gain (3of $938,000 (9 cents per share) on the sale of oil and gas
properties, an after-tax charge of $1.1 million (10 cents per
share) related to a loan prepayment and (iii) a $150,000 net gain of $150,000 (1
cent per share) related to the adoption of new accounting standards
for postretirement health benefits and deferred income taxes.
In February 1994, Tredegar sold its remaining oil and gas
properties. Tredegar is currently pursuing the sale of Elk Horn.
First-quarter results from Tredegar's Energy segment are reported
as discontinued operations.
First-quarter netNet income from continuing operations (excluding Energyenergy
results and specialnonrecurring items) for the first six months of 1994
was $2.5$5.6 million, or 2352 cents per share, in 1994, up from $760,000,$974,000, or 79
cents per share, in 1993. Results from continuing operations
are not indicative of future
performance because they exclude income that would be generatedthe potential benefit from the reinvestment of Elk Horn
divestiture proceeds.
First-quarter netNet sales from continuing operations for the first six months
increased 9% compared with 199311% in 1994 due primarily to higher volume in Film
Products and Aluminum Extrusions. Plastics sales also increased
due to higher volume in
Film Products and the inclusion of Polestar Plastics, Inc.
("Polestar") in 1994. Tredegar acquired the assets of Polestar in
the third quarter of 1993.
The gross profit margin from continuing operations increased
to 15.5%16% in 1994 fromcompared with 15.4% in 1993. The improvement in gross
profit margin was1993, due to higher volume and lower raw material costs in
Film Products and Aluminum Extrusions.
Selling, general and administrative costsexpenses decreased 9%5% in
1994 due
primarily to restructuring and cost-reduction efforts.
Research and development expenses decreased 5%10% due to lower
spending in Film Products, and Molecumetics, partially offset by higher software
development costs at APPX Software.Software and higher spending at
Molecumetics.
Interest expense for continuing operations decreased 11% as a
result of8% due to
lower average debt levels and interest rates. Interest
expense of $136,000 and $173,000 in the first quarter of 1994 and
1993, respectively, was allocated to discontinued operations based
on relative capital employed.levels. The average interest rate on debt
outstanding during the first quartersix months was 5.5%5.8% in 1994 compared with
5.7% in 1993. Interest expense of $269,000 and 5.9%$334,000 was
allocated to discontinued operations in 1994 and 1993,
respectively.respectively, based on relative capital employed.
The effective tax rate for continuing operations, excluding
specialnonrecurring items, increaseddecreased to 39.3%39.1% in the first quartersix months of
1994 from 38.4%47.6% in the first quartersix months of 1993. The higher rate
in 1993 was due to a 1% higher federal
income tax rate.the combined effects of non-deductible goodwill
amortization and relatively low income.
Segment Results
The following tables present Tredegar's net sales and
operating profit by industry segment for the quarterssecond quarter and six
months ended March
31,June 30, 1994 and 1993.
Net Sales by Industry Segment
(In thousands)
(Unaudited)
Three Months
Ended March 31
1994 1993
Plastics $ 68,838 $ 65,942
Metal Products 51,777 44,674
Other 379 582
Total continuing operations 120,994 111,198
Discontinued operations 7,711 7,998
Total net sales $ 128,705 $ 119,196
Operating Profit by Industry Segment
(In thousands)
(Unaudited)
Three Months
Ended March 31
1994 1993
Plastics $ 8,995 $ 5,392
Metal Products 1,664 1,442
Other (a):
Ongoing operations (2,377) (2,135)
Unusual items (b) (9,521) 1,527
Total Other (11,898) (608)
Total continuing operations (1,239) 6,226
Discontinued operations (c) 8,417 2,932
Total operating profit $ 7,178 $ 9,158
Notes:
(a) Amounts previously reported for 1993 have been reclassified to
conform to the 1994 presentation.
(b) Unusual items in 1994 include the write-off of goodwill and
other intangibles in APPX Software, Inc. ($7.6 million after
income taxes or 70 cents per share). Unusual items in 1993
include a gain
Net Sales by Industry Segment(a)
(In thousands)
(Unaudited)
Second Quarter Six Months
Ended June 30 Ended June 30
1994 1993 1994 1993
Plastics $ 67,263 $ 59,695 $136,101 $125,637
Metal Products 55,111 47,577 106,888 92,251
Other 539 770 918 1,352
Total continuing
operations 122,913 108,042 243,907 219,240
Discontinued operations 8,443 7,933 16,154 15,931
Total net sales $131,356 $115,975 $260,061 $235,171
Operating Profit by Industry Segment(a)
(In thousands)
(Unaudited)
Second Quarter Six Months
Ended June 30 Ended June 30
1994 1993 1994 1993
Plastics $ 7,771 $ 3,649 $16,766 $ 9,041
Metal Products 3,143 2,881 4,807 4,323
Other:
Ongoing operations (2,448) (2,464) (4,825) (4,599)
Unusual items (b) - 736 (9,521) 2,263
Total Other (2,448) (1,728) (14,346) (2,336)
Total continuing
operations 8,466 4,802 7,227 11,028
Discontinued
operations (c) 2,913 3,404 11,330 6,336
Total operating profit $11,379 $ 8,206 $18,557 $17,364
Notes:
(a) Amounts previously reported for 1993 have been reclassified to conform to
the 1994 presentation.
(b) Unusual items in 1994 include the first-quarter write-off of goodwill and
other intangibles in APPX Software ($7.6 million after income taxes or 70
cents per share). Unusual items in 1993 include gains on the sale of Emisphere Technologies, Inc.
common stock ($1 million after income taxes or 9 cents per
share).
(c) Discontinued operations include gains of $6.1 million ($3.9
million after income taxes or 36 cents per share) and $414,000
($275,000 after income taxes or 3 cents per share) in 1994 and
1993, respectively, related to the sale of
Emisphere common stock ($460,000 after income taxes, or 4 cents per share,
for the second quarter and $1.4 million after income taxes, or 13 cents
per share, for the six months).
(c) Discontinued operations in 1994 include the first-quarter gain of $6.1
million ($3.9 million after income taxes or 36 cents per share) on the
sale of Tredegar's remaining oil and gas properties. Discontinued
operations in 1993 include gains on the sale of oil and gas properties of
$1 million ($663,000 after income taxes or 6 cents per share) and $1.4
million ($938,000 after income taxes or 9 cents per share) for the second
quarter and six months, respectively.
Tredegar Film Products sales for the quarter improved over 1993 for both the
prior yearsecond quarter and the six months due to significantly higher
volume.volume in all business segments, partially offset by lower average
prices. Operating profit also improved due to lower raw material costs and restructuring and
cost reduction efforts, higher volume and lower raw material
prices, partially offset by lower average selling prices.
Tredegar Molded Products sales improved for the second quarter
and the six months due to the inclusion of Polestar. Operating
results were unfavorable compared with 1993 due to lower volume and
margins in packaging and industrial segments, partially offset by
favorable results from Polestar.
Metal Products sales increased for the second quarter and six
months of 1994 due to higher Aluminum Extrusions volume. Volume
improvedincreased primarily as a result of sales
efforts with new and existing customers and improvedbetter economic conditions in the housing, commercial
construction and automotive markets.
Operating profit increased due to higher volume and lower
metal costs, partially offset by higher conversion costs.
Tredegar's Other segment generated an operating losslosses in the
second quarter of $2.4 million in the first quarter of 1994. This figure excludesrelated primarily to APPX Software
and Molecumetics, Tredegar's synthetic chemistry research
laboratory. Excluding the pretax charge of $9.5 million related tofor the
first quarter write-off of goodwill and other intangibles in APPX
Software. InSoftware, operating losses for the first quarter of
1993, these activities generated an operating loss of $2.1 million,
excludingsix months totaled $4.8 million.
Excluding the pretax gain of $1.5 milliongains on the sale of Emisphere common stock.stock
($736,000 and $2.3 million for the second quarter and six months,
respectively), operating losses for the second quarter and six
months in 1993 were $2.4 million and $4.6 million, respectively.
APPX Software and Molecumetics represent efforts to add technology-
based growth components to Tredegar's mix of businesses.
Revenue forfrom discontinued operations declined due toincreased for both the
second quarter and the six months in 1994 despite the sale of
Tredegar's remaining oil and gas properties onin February 4, 1994. Coal
revenues and operating profit increased due to higher volume and
prices. Operating profit from discontinued operations for 1994
includes a pretax gain of $6.1 million from the sale of Tredegar's
remaining oil and gas properties. Operating profit in 1993
includes pretax gains of $6.1 million and $414,000,
respectively, related tofrom the sale of oil and gas properties.properties of $1
million and $1.4 million for the second quarter and six months,
respectively.
Liquidity and Capital Resources
Tredegar's total assets at March 31,June 30, 1994, were $342.4$335.9 million,
a decrease of $11$17.5 million from December 31, 1993. The decrease
is primarily attributable to the write-off of goodwill and other
intangibles in APPX Software, the sale of theTredegar's remaining oil
and gas properties and the reduction of working capital supporting
the coal trading operation. In addition, depreciation for
continuing operations exceeded capital expenditures by
approximately $2$4 million. The ratio of current assets to current
liabilities was 21.9 to 1 at March 31,June 30, 1994. The increase in current
liabilities was primarily dueAccounts receivable
have increased as sales volumes have improved. Inventories
declined as a result of the shutdown and sale of certain assets at
the Flemington, New Jersey, Film Products plant. Inventory also
declined to an increase insatisfy higher sales activity. Higher accounts payable
and accrued expenses supportingprimarily reflect higher sales volume.aluminum ingot costs not fully reflected
in inventories as a result of the LIFO pricing method. Income taxes
payable also increased due to the timing of estimated tax payments.
As of March 31, 1994, long-term debt was $78 million, a
decrease of $19 million since December 31, 1993. InFor the first quartersix months of 1994, the net increase in cash
($4.6 million), cash used to repay debt ($26.5 million) and cash
used to purchase 303,000 shares of Tredegar common stock ($4.3
million) was primarily generated from operations(i) cash flow from operating
activities in excess of capital expenditures and dividends of $14.8
million, (ii) cash flow from discontinued operating activities in
excess of capital expenditures of $11.6 million (including the
liquidation of working capital supporting the coal trading
operation of $8 million), (iii) proceeds from the sale of
Tredegar's remaining oil and gas properties. Cash provided by continuing operationsproperties of approximately $8
million, and (iv) property disposals of approximately $2.6 million
primarily relating to facilities previously shut down. Since
becoming an independent company in the first
quarter1989, Tredegar has purchased a
total of 1.4 million shares of its common stock for $18.9 million.
Tredegar is currently authorized to purchase up to 1.8 million
additional shares.
Net debt (debt less cash and cash equivalents) was $65.9
million at June 30, 1994, exceeded related capital expenditures and dividends
by $6.6 million. Debta decrease of $31.1 million since
December 31, 1993. Net debt as a percentage of total capitalization was
31% at March 31, 1994, compared with28% and 36% at June 30, 1994 and December 31, 1993.1993, respectively.
The average interest rate on debt outstanding at June 30, 1994 was
5.9% at March 31, 1994,6.4%, compared with 5.3% at the end of 1993.last year. This increase is
due to proportionally higher fixed-rate debt and higher rates on
variable-rate borrowings.
On June 22, Tredegar announced an agreement to sell Elk Horn
to Pen Holdings, Inc. for $71 million. Assuming completion of the
transaction during the third quarter, Tredegar expects to realize
an after-tax gain of approximately $26 million or $2.43 per share.
After-tax proceeds from the sale should be approximately $50
million. Of this amount, it is expected that $35 million will be
used to repay certain variable-rate debt. Remaining proceeds will
be invested in marketable securities.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
Tredegar's Annual Meeting of Shareholders was held on May
26, 1994. The following sets forth the vote results with
respect to each of the matters voted upon at the meeting:
(a) Election of Directors
No. of No. of
Nominee Votes "For" Votes "Withheld"
Austin Brockenbrough, III 9,499,006 51,737
Bruce C. Gottwald 9,504,757 45,986
W. Thomas Rice 9,491,135 59,608
Norman A. Scher 9,504,319 46,424
There were no broker non-votes with respect to the
election of directors.
(b) Approval of Auditors Approval of the designation of
Coopers & Lybrand as the auditors for Tredegar for 1994.
No. of No. of No. of
Votes "For" Votes "Against" Abstentions
9,498,115 36,382 16,246
There were no broker non-votes with respect to the approval of
auditors.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit No.
10 Agreement of Merger by and among Tredegar Investments,
Inc., The Elk Horn Coal Corporation, Pen Holdings, Inc.
and PHI Acquisition Corp. made as of June 22, 1994.
(Schedules and exhibits omitted; Registrant agrees to
furnish a copy of any schedule or exhibit to the
Securities and Exchange Commission upon request.)
11 Statement re computation of earnings per share.
(b) Reports on Form 8-K. No reports on Form 8-K have been filed
for the quarter ended March 31,June 30, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Tredegar Industries, Inc.
(Registrant)
Date: May 11,July 25, 1994 /s/ N. A. Scher
Norman A. Scher
Executive Vice President,
Treasurer and Chief Financial
Officer (Principal Financial
Officer)
Date: May 11,July 25, 1994 /s/ D. Andrew Edwards
D. Andrew Edwards
Corporate Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
10 Agreement of Merger by and among Tredegar
Investments, Inc., The Elk Horn Coal Corporation,
Pen Holdings, Inc. and PHI Acquisition Corp. made
as of June 22, 1994. (Schedules and exhibits
omitted; Registrant agrees to furnish a copy of any
schedule or exhibit to the Securities and Exchange
Commission upon request.)
11 Statement re computation of earnings per share.
per-share.