EXHIBIT 99.1
Tredegar Corporation
Introduction to Pro Forma Financial Statements (Unaudited)
The accompanying unaudited pro forma financial statements of Tredegar Corporation (“Tredegar”) give effect to the sale of the aluminum extrusions business in Canada (the “Business Sold”) to 6919464 Canada, Inc., as assignee of WXP Holdings, Inc. (the “Purchaser”), an affiliate of H.I.G. Capital (the “Transaction”). A description of the Transaction is provided under Item 2.01 of this Current Report on Form 8-K.
The unaudited pro forma consolidated balance sheet assumes the Transaction occurred on September 30, 2007. Pro forma information is based upon the historical balance sheet data of Tredegar and the Business Sold as of that date. The unaudited pro forma consolidated statements of income give effect to the Transaction for the nine months ended September 30, 2007 and each of the three years in the period ended December 31, 2006, as if the Transaction occurred at the beginning of each period presented. The unaudited pro forma financial statements should be read in conjunction with the consolidated historical financial statements and related notes included in Tredegar’s Annual Report on Form 10-K for the year ended December 31, 2006, and its Quarterly Report on Form 10-Q for the nine months ended September 30, 2007.
Historical results for the Business Sold will be reflected as discontinued operations beginning with Tredegar’s consolidated financial statements for the year ended December 31, 2007.
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Tredegar Corporation
Pro Forma Consolidated Balance Sheet
September 30, 2007
(In Thousands)
(Unaudited)
| Tredegar Historical
| | Pro Forma Adjustments
| | Tredegar Pro Forma
| |
---|
| | |
Assets | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | | $ | 38,946 | | $ | — | | $ | 38,946 | |
Accounts and notes receivable, net of allowance for doubtful accounts and sales returns | | | | 143,689 | | | (23,126 | )(a) | | 120,563 | |
Income taxes recoverable | | | | 4,003 | | | 11,140 | (b) | | 15,143 | |
Inventories | | | | 64,890 | | | (21,426 | )(c) | | 43,464 | |
Deferred income taxes | | | | 7,693 | | | — | | | 7,693 | |
Prepaid expenses and other | | | | 3,801 | | | (336 | )(c) | | 3,465 | |
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| |
| |
| |
Total current assets | | | | 263,022 | | | (33,748 | ) | | 229,274 | |
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| |
| |
| |
Property, plant and equipment, at cost | | | | 684,085 | | | (53,346 | )(c) | | 630,739 | |
Less accumulated depreciation | | | | 395,405 | | | (38,669 | )(c) | | 356,736 | |
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| |
| |
| |
Net property, plant and equipment | | | | 288,680 | | | (14,677 | ) | | 274,003 | |
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| |
| |
| |
Other assets and deferred charges | | | | 87,556 | | | — | | | 87,556 | |
Goodwill and other intangibles | | | | 141,848 | | | (6,459 | )(c) | | 135,389 | |
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| |
| |
| |
Total assets | | | $ | 781,106 | | $ | (54,884 | ) | $ | 726,222 | |
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| |
| |
| | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | | | $ | 94,120 | | $ | (19,119 | )(c) | $ | 75,001 | |
Accrued expenses | | | | 39,431 | | | (3,803 | )(c) | | 35,628 | |
Income taxes payable | | | | — | | | — | | | — | |
Current portion of long-term debt | | | | 638 | | | — | | | 638 | |
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| |
| |
| |
Total current liabilities | | | | 134,189 | | | (22,922 | ) | | 111,267 | |
Long-term debt | | | | 43,515 | | | (20,863 | )(d) | | 22,652 | |
Deferred income taxes | | | | 78,784 | | | (7,035 | )(c) | | 71,749 | |
Other noncurrent liabilities | | | | 17,237 | | | 27 | (e) | | 17,264 | |
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| |
| |
| |
Total liabilities | | | | 273,725 | | | (50,793 | ) | | 222,932 | |
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| |
| |
| |
Shareholders’ equity: | | | | | | | | | | | |
Common stock, no par value | | | | 99,021 | | | — | | | 99,021 | |
Common stock held in trust for savings restoration plan | | | | (1,301 | ) | | — | | | (1,301 | ) |
Foreign currency translation adjustment | | | | 36,736 | | | (15,048 | )(c) | | 21,688 | |
Gain (loss) on derivative financial instruments | | | | (401 | ) | | (160 | )(c) | | (561 | ) |
Pension and other postretirement benefit adjustments | | | | (20,289 | ) | | 2,829 | (c) | | (17,460 | ) |
Retained earnings | | | | 393,615 | | | 8,288 | (f) | | 401,903 | |
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| |
| |
| |
Total shareholders’ equity | | | | 507,381 | | | (4,091 | ) | | 503,290 | |
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| |
| |
Total liabilities and shareholders’ equity | | | $ | 781,106 | | $ | (54,884 | ) | $ | 726,222 | |
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| |
| |
See accompanying notes to pro forma financial statements.
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Tredegar Corporation
Pro Forma Consolidated Statement of Income
For the Nine Months Ended September 30, 2007
(In Thousands, Except Per Share Data)
(Unaudited)
| Tredegar Historical
| | Pro Forma Adjustments
| | Tredegar Pro Forma
| |
---|
| | | | | | | | | | | |
Revenues and other items: | | | | | | | | | | | |
Sales | | | $ | 836,902 | | $ | (122,781 | )(g) | $ | 714,121 | |
Other income (expense), net | | | | (1,533 | ) | | — | | | (1,533 | ) |
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| |
| |
| |
| | | | 835,369 | | | (122,781 | ) | | 712,588 | |
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| | |
Costs and expenses: | | | | | | | | | | | |
Cost of goods sold | | | | 712,236 | | | (122,122 | )(g) | | 590,114 | |
Freight | | | | 19,100 | | | (3,644 | )(g) | | 15,456 | |
Selling, general and administrative | | | | 52,277 | | | (2,987 | )(g) | | 49,290 | |
Research and development | | | | 6,447 | | | — | | | 6,447 | |
Amortization of intangibles | | | | 112 | | | — | | | 112 | |
Interest expense | | | | 2,009 | | | (954 | )(h) | | 1,055 | |
Asset impairments and costs associated with exit and disposal activities | | | | 30,182 | | | (27,611 | )(g) | | 2,571 | |
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| |
| |
| |
Total | | | | 822,363 | | | (157,318 | ) | | 665,045 | |
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| |
Income (loss) before income taxes | | | | 13,006 | | | 34,537 | | | 47,543 | |
Income taxes | | | | 11,114 | | | 7,936 | (i) | | 19,050 | |
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| |
Net income (loss) | | | $ | 1,892 | | $ | 26,601 | | $ | 28,493 | |
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| | |
Earnings (loss) per share: | | | | | | | | | | | |
Basic | | | $ | .05 | | $ | .68 | | $ | .73 | |
Diluted | | | | .05 | | | .68 | | | .72 | |
| | |
| | |
Shares used to compute earnings (loss) per share: | | | | | | | | | | | |
Basic | | | | 39,219 | | | | | | 39,219 | |
Diluted | | | | 39,396 | | | | | | 39,396 | |
| | | | | | | | | | | |
Dividends per share | | | $ | .12 | | | | | $ | .12 | |
See accompanying notes to pro forma financial statements.
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Tredegar Corporation Pro Forma Consolidated Statement of Income
For the Year Ended December 31, 2006
(In Thousands, Except Per Share Data)
(Unaudited)
| Tredegar Historical
| | Pro Forma Adjustments
| | Tredegar Pro Forma
| |
---|
Revenues and other items: | | | | | | | | | | | |
Sales | | | $ | 1,116,525 | | $ | (178,965 | )(g) | $ | 937,560 | |
Other income (expense), net | | | | 1,444 | | | — | | | 1,444 | |
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| |
| | | | 1,117,969 | | | (178,965 | ) | | 939,004 | |
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| | |
Costs and expenses: | | | | | | | | | | | |
Cost of goods sold | | | | 944,839 | | | (165,465 | )(g) | | 779,374 | |
Freight | | | | 28,096 | | | (5,494 | )(g) | | 22,602 | |
Selling, general and administrative | | | | 68,360 | | | (4,253 | )(g) | | 64,107 | |
Research and development | | | | 8,088 | | | — | | | 8,088 | |
Amortization of intangibles | | | | 149 | | | — | | | 149 | |
Interest expense | | | | 5,520 | | | (1,231 | )(h) | | 4,289 | |
Asset impairments and costs associated with exit and disposal activities | | | | 4,080 | | | — | (g) | | 4,080 | |
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Total | | | | 1,059,132 | | | (176,443 | ) | | 882,689 | |
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| |
Income before income taxes | | | | 58,837 | | | (2,522 | ) | | 56,315 | |
Income taxes | | | | 20,636 | | | (411 | )(i) | | 20,225 | |
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| |
Net income | | | $ | 38,201 | | $ | (2,111 | ) | $ | 36,090 | |
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| | |
Earnings per share: | | | | | | | | | | | |
Basic | | | $ | .99 | | $ | (.05 | ) | $ | .93 | |
Diluted | | | | .98 | | | (.05 | ) | | .93 | |
| | |
Shares used to compute earnings per share: | | | | | | | | | | | |
Basic | | | | 38,671 | | | | | | 38,671 | |
Diluted | | | | 38,931 | | | | | | 38,931 | |
| | | | | | | | | | | |
Dividends per share | | | $ | .16 | | | | | $ | .16 | |
See accompanying notes to pro forma financial statements.
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Tredegar Corporation
Pro Forma Consolidated Statement of Income
For the Year Ended December 31, 2005
(In Thousands, Except Per Share Data)
(Unaudited)
| Tredegar Historical
| | Pro Forma Adjustments
| | Tredegar Pro Forma
| |
---|
Revenues and other items: | | | | | | | | | | | |
Sales | | | $ | 956,969 | | $ | (148,505 | )(g) | $ | 808,464 | |
Other income (expense), net | | | | (544 | ) | | (1,667 | ) | | (2,211 | ) |
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| |
| | | | 956,425 | | | (150,172 | ) | | 806,253 | |
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| | |
Costs and expenses: | | | | | | | | | | | |
Cost of goods sold | | | | 810,621 | | | (138,156 | )(g) | | 672,465 | |
Freight | | | | 24,691 | | | (4,415 | )(g) | | 20,276 | |
Selling, general and administrative | | | | 64,723 | | | (3,692 | )(g) | | 61,031 | |
Research and development | | | | 8,982 | | | — | | | 8,982 | |
Amortization of intangibles | | | | 299 | | | — | | | 299 | |
Interest expense | | | | 4,573 | | | (939 | )(h) | | 3,634 | |
Asset impairments and costs associated with exit and disposal activities | | | | 16,334 | | | (552 | )(g) | | 15,782 | |
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Total | | | | 930,223 | | | (147,754 | ) | | 782,469 | |
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| |
Income before income taxes | | | | 26,202 | | | (2,418 | ) | | 23,784 | |
Income taxes | | | | 9,973 | | | (147 | )(i) | | 9,826 | |
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| |
Net income | | | $ | 16,229 | | $ | (2,271 | ) | $ | 13,958 | |
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Earnings per share: | | | | | | | | | | | |
Basic | | | $ | .42 | | $ | (.06 | ) | $ | .36 | |
Diluted | | | | .42 | | | (.06 | ) | | .36 | |
| | |
Shares used to compute earnings per share: | | | | | | | | | | | |
Basic | | | | 38,471 | | | | | | 38,471 | |
Diluted | | | | 38,597 | | | | | | 38,597 | |
| | | | | | | | | | | |
Dividends per share | | | $ | .16 | | | | | $ | .16 | |
See accompanying notes to pro forma financial statements.
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Tredegar Corporation Pro Forma Consolidated Statement of Income
For the Year Ended December 31, 2004
(In Thousands, Except Per Share Data)
(Unaudited)
| Tredegar Historical
| | Pro Forma Adjustments
| | Tredegar Pro Forma
| |
---|
Revenues and other items: | | | | | | | | | | | |
Sales | | | $ | 861,165 | | $ | (151,516 | )(g) | $ | 709,649 | |
Other income (expense), net | | | | 15,604 | | | — | | | 15,604 | |
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| |
| |
| | | | 876,769 | | | (151,516 | ) | | 725,253 | |
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| |
Costs and expenses: | | | | | | | | | | | |
Cost of goods sold | | | | 717,120 | | | (136,227 | )(g) | | 580,893 | |
Freight | | | | 22,398 | | | (4,371 | )(g) | | 18,027 | |
Selling, general and administrative | | | | 60,030 | | | (2,785 | )(g) | | 57,245 | |
Research and development | | | | 15,265 | | | — | | | 15,265 | |
Amortization of intangibles | | | | 330 | | | — | | | 330 | |
Interest expense | | | | 3,171 | | | (563 | )(h) | | 2,608 | |
Asset impairments and costs associated with exit and disposal activities | | | | 22,973 | | | (10,407 | )(g) | | 12,566 | |
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| |
| |
Total | | | | 841,287 | | | (154,353 | ) | | 686,934 | |
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| |
Income from continuing operations before income taxes | | | | 35,482 | | | 2,837 | | | 38,319 | |
Income taxes | | | | 9,222 | | | 1,173 | (i) | | 10,395 | |
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| |
Income from continuing operations | | | $ | 26,260 | | $ | 1,664 | | $ | 27,924 | |
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Earnings per share from continuing operations: | | | | | | | | | | | |
Basic | | | $ | .69 | | $ | .04 | | $ | .73 | |
Diluted | | | | .68 | | | .04 | | | .73 | |
| | |
Shares used to compute earnings per share: | | | | | | | | | | | |
Basic | | | | 38,295 | | | | | | 38,295 | |
Diluted | | | | 38,507 | | | | | | 38,507 | |
| | | | | | | | | | | |
Dividends per share | | | $ | .16 | | | | | $ | .16 | |
See accompanying notes to pro forma financial statements.
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Tredegar Corporation
Notes to Pro Forma Financial Statements (Unaudited)
(a) | Reflects the removal of accounts receivable for the Business Sold of $23.6 million and the addition of accounts receivable of $489,000 due from an affiliate of the Purchaser for the assumption of gains and losses relating to certain hedging arrangements. |
(b) | Reflects the removal of income taxes recoverable for the Business Sold of $288,000 and the addition of income taxes recoverable of $11.4 million relating to a worthless stock deduction for the Business Sold that will be recognized in Tredegar’s 2008 consolidated income tax return, but which is expected to be realized by a reduction of Tredegar’s quarterly estimated income tax payments by the end of the third quarter of 2008. |
(c) | Reflects the removal of assets, liabilities and items reflected directly in shareholders’ equity for the Business Sold. See also Notes (a), (b) and (e). Goodwill of $6.5 million relating to the Aluminum Extrusions reporting unit was allocated to the Business Sold on a relative basis using the estimated fair value of the Business Sold (the after-tax cash flow expected from the Transaction) when it was classified as held for sale at the end of December 2007, and the estimated fair value of the U.S. aluminum extrusions business, which was retained. The fair value of the U.S. aluminum extrusions business was estimated using comparable enterprise value-to-EBITDA multiples as of December 31, 2007. The total goodwill for the Aluminum Extrusions reporting unit was $17.9 million at December 31, 2007, before allocation to the Business Sold. |
(d) | Reflects the proceeds received after working capital and other adjustments and transaction costs as if the Transaction had occurred on September 30, 2007. Proceeds are assumed to paydown borrowings outstanding under Tredegar’s revolving credit facility. |
(e) | Reflects the removal of pension and postretirement benefit obligations for the Business Sold and the addition of a fixed obligation retained by Bon L Holdings Corporation, a subsidiary of Tredegar (the “Seller”) for pension plans of $726,000 (approximately $655,000 at present value) and the Seller’s expected cost of $500,000 for insurance associated with the Transaction. |
(f) | Represents the pro forma after-tax gain from the Transaction considering the pro forma proceeds, the carrying value of assets, liabilities and direct equity items of the Business Sold and the cash income tax benefits expected to be realized as noted in (a)-(e) above. The Transaction is expected to generate capital loss carry-forwards for which realization is not likely, the possible tax benefits of which are estimated at approximately $5.4 million. Accordingly, a valuation allowance for approximately $5.4 million has been included in the pro forma financial statements so that no net deferred income tax assets associated with capital loss carry-forwards are recognized. |
(g) | Reflects the removal of the revenues and expenses of the Business Sold. |
(h) | Reflects the reduction of interest expense for the pro forma proceeds used to paydown long-term debt (see Note (d)). The interest rate assumed was 6.1% for the nine months ended September 30, 2007 and 5.9% in 2006, 4.5% in 2005 and 2.7% in 2004, which were the weighted average rates experienced in those periods. No interest expense reduction was assumed on the $11.4 million current income tax benefits expected (see Note (b)). |
(i) | Includes income taxes accrued from operations of the Business Sold and a marginal income tax rate of 36% on pro forma interest expense adjustments. |
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