Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
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 Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
 
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)
Registrant’s Telephone Number, Including Area Code: (804) 330-1000
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
¨
Accelerated filer
x
Smaller reporting company
 
¨
 
 
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
The number of shares of Common Stock, no par value, outstanding as of July 26, 2018: 33,192,177



PART I - FINANCIAL INFORMATION
 
Item 1.
Financial Statements.
Tredegar Corporation
Consolidated Balance Sheets
(In Thousands, Except Share Data)
(Unaudited)
 
June 30,
 
December 31,
 
2018
 
2017
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
62,321

 
$
36,491

Accounts and other receivables, net of allowance for doubtful accounts and sales returns of $3,026 in 2018 and $3,304 in 2017
128,301

 
120,135

Income taxes recoverable
5,572

 
32,080

Inventories
84,890

 
86,907

Prepaid expenses and other
8,776

 
8,224

Total current assets
289,860

 
283,837

Property, plant and equipment, at cost
772,222

 
770,892

Less accumulated depreciation
(554,926
)
 
(547,801
)
Net property, plant and equipment
217,296

 
223,091

Investment in kaléo (cost basis of $7,500)
68,000

 
54,000

Identifiable intangible assets, net
38,225

 
40,552

Goodwill
128,205

 
128,208

Deferred income taxes
3,946

 
16,636

Other assets
8,957

 
9,419

Total assets
$
754,489

 
$
755,743

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
121,266

 
$
108,391

Accrued expenses
40,192

 
42,433

Total current liabilities
161,458

 
150,824

Long-term debt
123,000

 
152,000

Pension and other postretirement benefit obligations, net
94,335

 
98,837

Deferred income taxes
—

 
2,123

Other noncurrent liabilities
8,287

 
8,179

Total liabilities
387,080

 
411,963

Commitments and contingencies (Notes 1 and 13)

 

Shareholders’ equity:
 
 
 
Common stock, no par value (issued and outstanding - 33,189,073 shares at June 30, 2018 and 33,017,422 shares at December 31, 2017)
37,654

 
34,747

Common stock held in trust for savings restoration plan (72,170 shares at June 30, 2018 and 71,309 shares at December 31, 2017)
(1,544
)
 
(1,528
)
Accumulated other comprehensive income (loss):
 
 
 
Foreign currency translation adjustment
(95,083
)
 
(86,178
)
Gain on derivative financial instruments
(731
)
 
459

Pension and other post-retirement benefit adjustments
(85,727
)
 
(90,950
)
Retained earnings
512,840

 
487,230

Total shareholders’ equity
367,409

 
343,780

Total liabilities and shareholders’ equity
$
754,489

 
$
755,743

See accompanying notes to financial statements.

2


Tredegar Corporation
Consolidated Statements of Income
(In Thousands, Except Per Share Data)
(Unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenues and other items:
 
 
 
 
 
 
 
Sales
$
263,759

 
$
247,347

 
$
522,470

 
$
468,372

Other income (expense), net
5,857

 
34,735

 
14,089

 
38,022

 
269,616

 
282,082

 
536,559

 
506,394

Costs and expenses:
 
 
 
 
 
 
 
Cost of goods sold
210,667

 
195,286

 
413,856

 
375,047

Freight
8,440

 
7,912

 
17,229

 
16,218

Selling, general and administrative
20,946

 
21,184

 
42,775

 
41,133

Research and development
4,646

 
5,014

 
8,957

 
9,572

Amortization of identifiable intangibles
1,025

 
1,652

 
2,054

 
2,893

Pension and postretirement benefits
2,578

 
2,632

 
5,156

 
5,264

Interest expense
1,577

 
1,642

 
3,221

 
2,822

Asset impairments and costs associated with exit and disposal activities, net of adjustments
468

 
(271
)
 
590

 
293

Total
250,347

 
235,051

 
493,838

 
453,242

Income before income taxes
19,269

 
47,031

 
42,721

 
53,152

Income taxes
4,547

 
2,827

 
9,834

 
5,246

Net income
$
14,722

 
$
44,204

 
$
32,887

 
$
47,906

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.45

 
$
1.34

 
$
1.00

 
$
1.45

Diluted
$
0.44

 
$
1.34

 
$
1.00

 
$
1.45

Shares used to compute earnings per share:
 
 
 
 
 
 
 
Basic
33,074

 
32,961

 
33,028

 
32,941

Diluted
33,108

 
33,051

 
33,048

 
32,999

Dividends per share
$
0.11

 
$
0.11

 
$
0.22

 
$
0.22

See accompanying notes to financial statements.


3


Tredegar Corporation
Consolidated Statements of Comprehensive Income (Loss)
(In Thousands)
(Unaudited)

 
Three Months Ended June 30,
 
2018
 
2017
Net income
$
14,722

 
$
44,204

  Other comprehensive income (loss):
 
 
 
Foreign currency translation adjustment (net of tax of $0 in 2018 and tax of $173 in 2017)
(10,811
)
 
(1,958
)
Derivative financial instruments adjustment (net of tax of $164 in 2018 and tax benefit of $248 in 2017)
(905
)
 
(412
)
Amortization of prior service costs and net gains or losses (net of tax of $761 in 2018 and tax of $1,111 in 2017)
2,611

 
1,950

Other comprehensive income (loss)
(9,105
)
 
(420
)
Comprehensive income (loss)
$
5,617

 
$
43,784

 
 
 
 
 
Six Months Ended June 30,
 
2018
 
2017
Net income
$
32,887

 
$
47,906

  Other comprehensive income (loss):
 
 
 
Unrealized foreign currency translation adjustment (net of tax of $0 in 2018 and tax of $230 in 2017)
(8,905
)
 
2,674

Derivative financial instruments adjustment (net of tax of $20 in 2018 and tax benefit of $24 in 2017)
(1,190
)
 
(38
)
Amortization of prior service costs and net gains or losses (net of tax of $1,523 in 2018 and tax of $2,222 in 2017)
5,223

 
3,900

Other comprehensive income (loss)
(4,872
)
 
6,536

Comprehensive income (loss)
$
28,015

 
$
54,442

See accompanying notes to financial statements.


4


Tredegar Corporation
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)

 
Six Months Ended June 30,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net income
$
32,887

 
$
47,906

Adjustments for noncash items:
 
 
 
Depreciation
14,688

 
15,993

Amortization of identifiable intangibles
2,054

 
2,893

Deferred income taxes
8,996

 
2,000

Accrued pension and post-retirement benefits
5,156

 
5,264

(Gain)/loss on investment in kaléo accounted for under the fair value method
(14,000
)
 
(24,800
)
(Gain)/loss on asset impairments and divestitures
—

 
50

Net (gain)/loss on disposal of assets
(109
)
 
307

Changes in assets and liabilities, net of effects of acquisitions and divestitures:
 
 
 
Accounts and other receivables
(15,205
)
 
(20,197
)
Inventories
(810
)
 
(7,261
)
Income taxes recoverable/payable
26,277

 
(6,120
)
Prepaid expenses and other
(2,057
)
 
735

Accounts payable and accrued expenses
13,879

 
6,178

Pension and postretirement benefit plan contributions
(2,912
)
 
(2,106
)
Other, net
2,926

 
1,126

Net cash provided by operating activities
71,770

 
21,968

Cash flows from investing activities:
 
 
 
Capital expenditures
(14,528
)
 
(26,692
)
Acquisition
—

 
(87,110
)
Return of escrowed funds relating to acquisition earn-out
4,250

 
—

Proceeds from the sale of assets and other
1,095

 
95

Net cash used in investing activities
(9,183
)
 
(113,707
)
Cash flows from financing activities:
 
 
 
Borrowings
28,000

 
148,750

Debt principal payments
(57,000
)
 
(56,500
)
Dividends paid
(7,293
)
 
(7,268
)
Proceeds from exercise of stock options and other
926

 
695

Net cash provided by (used in) financing activities
(35,367
)
 
85,677

Effect of exchange rate changes on cash
(1,390
)
 
577

Increase (decrease) in cash and cash equivalents
25,830

 
(5,485
)
Cash and cash equivalents at beginning of period
36,491

 
29,511

Cash and cash equivalents at end of period
$
62,321

 
$
24,026

See accompanying notes to financial statements.


5


Tredegar Corporation
Consolidated Statement of Shareholders’ Equity
(In Thousands, Except Share and Per Share Data)
(Unaudited)

 
 
 
Accumulated Other
Comprehensive Income (Loss)
 
 
 
Common
Stock
 
Retained
Earnings
 
Trust for
Savings
Restoration
Plan
 
Foreign
Currency
Translation
 
Gain
(Loss) on
Derivative
Financial
Instruments
 
Pension &
Other
Post-retirement
Benefit
Adjustment
 
Total
Shareholders’
Equity
Balance at January 1, 2018
$
34,747

 
$
487,230

 
$
(1,528
)
 
$
(86,178
)
 
$
459

 
$
(90,950
)
 
$
343,780

Net income
—

 
32,887

 
—

 
—

 
—

 
—

 
32,887

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment (net of tax of $0)
—

 
—

 
—

 
(8,905
)
 
—

 
—

 
(8,905
)
Derivative financial instruments adjustment (net of tax of $20)
—

 
—

 
—

 
—

 
(1,190
)
 
—

 
(1,190
)
Amortization of prior service costs and net gains or losses (net of tax of $1,523)
—

 
—

 
—

 
—

 
—

 
5,223

 
5,223

Cash dividends declared ($0.22 per share)
—

 
(7,293
)
 
—

 
—

 
—

 
—

 
(7,293
)
Stock-based compensation expense
1,981

 
—

 
—

 
—

 
—

 
—

 
1,981

Issued upon exercise of stock options & other
926

 
—

 
—

 
—

 
—

 
—

 
926

Tredegar common stock purchased by trust for savings restoration plan
—

 
16

 
(16
)
 
—

 
—

 
—

 
—

Balance at June 30, 2018
$
37,654

 
$
512,840

 
$
(1,544
)
 
$
(95,083
)
 
$
(731
)
 
$
(85,727
)
 
$
367,409

See accompanying notes to financial statements.


6


TREDEGAR CORPORATION
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
 
1.
In the opinion of management, the accompanying consolidated financial statements of Tredegar Corporation and its subsidiaries (“Tredegar,” “the Company,” “we,” “us” or “our”) contain all adjustments necessary to state fairly, in all material respects, Tredegar’s consolidated financial position as of June 30, 2018, the consolidated results of operations for the three and six months ended June 30, 2018 and 2017, the consolidated cash flows for the six months ended June 30, 2018 and 2017, and the consolidated changes in shareholders’ equity for the six months ended June 30, 2018. All such adjustments, unless otherwise detailed in the notes to the consolidated interim financial statements, are deemed to be of a normal, recurring nature.
The Company operates on a calendar fiscal year except for the Aluminum Extrusions segment, which operates on a 52/53-week fiscal year basis.  As such, the fiscal second quarter for 2018 and 2017 for this segment references 13-week periods ended June 24, 2018 and June 25, 2017, respectively.  The Company does not believe the impact of reporting the results of this segment as stated above is material to the consolidated financial results.
The financial position data as of December 31, 2017 that is included herein was derived from the audited consolidated financial statements provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (“2017 Form 10-K”) but does not include all disclosures required by United States generally accepted accounting principles (“GAAP”). These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the 2017 Form 10-K. The results of operations for the three and six months ended June 30, 2018, are not necessarily indicative of the results to be expected for the full year. Certain prior year balances have been reclassified to conform with current year presentation (see Note 14 for additional detail).
Revenue Recognition. Revenue from the sale of products, which is shown net of estimated sales returns and allowances, is recognized at a point in time when control has passed to the customer. Control passes to the customer generally when the customer takes physical possession or when title passes if defined separately in the sales agreement. Amounts billed to customers related to freight are classified as sales in the accompanying consolidated statements of income. The cost of freight is classified as a separate line in the accompanying consolidated statements of income. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction between Tredegar and its customers (such as value-added taxes) are accounted for on a net basis and therefore excluded from revenues. See Note 11 for disaggregation of revenue by segment and type.
As of June 30, 2018 and December 31, 2017, Accounts receivable and other receivables, net, were $128.3 million and $120.1 million, respectively, made up of the following:
 
 
June 30,
 
December 31,
(In thousands)
2018
 
2017
Customer receivables
$
126,598

 
$
113,556

Other accounts and notes receivable
4,729

 
9,883

      Total accounts and other receivables
131,327

 
123,439

Less: Allowance for bad debts and sales returns
(3,026
)
 
(3,304
)
Total accounts and other receivables, net
$
128,301

 
$
120,135


For the three and six months ended June 30, 2018, the Company had no material bad-debt expense and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Consolidated Balance Sheet as of June 30, 2018. Payment terms start from the date of satisfaction of the performance obligation and vary from COD (cash on delivery) to 120 days. The Company’s contracts generally include one performance obligation, which is satisfied at a point in time.
For the three months and six months ended June 30, 2018, revenue recognized from performance obligations related to prior periods (for example, changes in transaction price), was not material.
Revenue expected to be recognized in any future period related to remaining performance obligations, excluding i) revenue pertaining to contracts that have an original expected duration of one year or less, ii) contracts where revenue

7


is recognized as invoiced and iii) variable consideration related to unsatisfied performance obligations, is not expected to materially impact the Company’s financial results. 
2.
On February 15, 2017, Bonnell Aluminum acquired 100% of the stock of Futura Industries Corporation (“Futura”) on a net debt-free basis for approximately $92 million. The amount actually funded in cash at the transaction date was approximately $87 million, which was net of preliminary closing adjustments for working capital and seller transaction-related obligations assumed and subsequently paid by Bonnell Aluminum. In addition, the Company was refunded $5 million in the first quarter of 2018 since Futura did not meet certain performance requirements for the 2017 fiscal year (“Earnout Provision”). The acquisition, which was funded using Tredegar’s existing revolving credit facility, was treated as an asset purchase for U.S. federal income tax purposes.

The net purchase price for financial reporting purposes was set at approximately $82.9 million, which includes adjustments for the fair value of the Earnout Provision of $4.3 million and the net settlement of certain post-closing adjustments of $0.1 million. Adjustments to the purchase price were made retrospectively as if the accounting had been completed on the acquisition date. Based upon management’s valuation of the fair value of tangible and intangible assets acquired (net of cash acquired) and liabilities assumed, the allocation of the purchase price was as follows:
(In Thousands)
 
Accounts receivable
$
6,680

Inventories
10,342

Prepaid expenses and other current assets
240

Property, plant & equipment
32,662

Identifiable intangible assets:
 
  Customer relationships
24,000

  Trade names
6,700

Trade payables & accrued expenses
(8,135
)
      Total identifiable net assets
72,489

      Adjusted Net Purchase Price
82,860

Goodwill
$
10,371


The goodwill and other intangible asset balances associated with this acquisition are deductible for U.S. federal income tax purposes on a straight-line basis over a period of approximately 15 years. For financial reporting purposes, customer relationships are being amortized over 12 years and trade names are being amortized over 13 years. Goodwill is not subject to amortization for financial reporting purposes.

3.
Plant shutdowns, asset impairments, restructurings and other items are shown in the net sales and operating profit by segment table in Note 10 and are also included in “Asset impairments and costs associated with exit and disposal activities, net of adjustments” in the consolidated statements of income, unless otherwise noted below.

Plant shutdowns, asset impairments, restructurings and other items in the second quarter of 2018 include:
•
Pretax charges of $0.6 million related to estimated excess costs associated with the ramp-up of new product offerings and additional expenses related to strategic capacity expansion projects by PE Films (included in “Cost of goods sold” in the consolidated statements of income); and
•
Pretax charges of $0.7 million associated with the shutdown of PE Films’ manufacturing facility in Shanghai, China, which consists of severance and other employee-related accrued costs of $0.4 million, accelerated depreciation of $0.1 million (included in “Cost of goods sold” in the consolidated statements of income) and other facility consolidation-related expenses of $0.2 million.
Plant shutdowns, asset impairments, restructurings and other items in the first six months of 2018 include:
•
Pretax charges of $1.5 million related to estimated excess costs associated with the ramp-up of new product offerings and additional expenses related to strategic capacity expansion projects by PE Films (included in “Cost of goods sold” in the consolidated statements of income);
•
Pretax charges of $0.3 million for professional fees associated with the Terphane Limitada worthless stock deduction, the impairment of assets of Flexible Packaging Films and determining the effect of the new U.S.

8


federal income tax law (included in “Selling, general and administrative expenses” in the consolidated statements of income); and
•
Pretax charges of $0.7 million associated with the shutdown of PE Films’ manufacturing facility in Shanghai, China, which consists of severance and other employee-related accrued costs of $0.4 million, accelerated depreciation of $0.1 million (included in “Cost of goods sold” in the consolidated statements of income) and other facility consolidation-related expenses of $0.2 million.
Plant shutdowns, asset impairments, restructurings and other items in the second quarter of 2017 include:
•
Pretax income of $11.9 million related to the settlement of an escrow arrangement established upon the acquisition of Terphane in 2011 (included in “Other income (expense), net” in the consolidated statements of income). In settling the escrow arrangement, the Company assumed the risk of the claims (and associated legal fees) against which the escrow previously secured the Company.  While the ultimate amount of such claims is unknown, the Company believes that it is reasonably possible that it could be liable for some portion of these claims, and currently estimates the amount of such future claims at approximately $3.5 million;
•
Pretax charges of $1.0 million related to estimated excess costs associated with the ramp-up of new product offerings and additional expenses related to strategic capacity expansion projects by PE Films of $0.9 million and by Bonnell of $0.1 million (included in “Cost of goods sold” in the consolidated statements of income);
•
Pretax income of $0.9 million related to the explosion that occurred in the second quarter of 2016 at the aluminum extrusions manufacturing facility in Newnan, Georgia, for the expected recovery of excess production costs of $0.6 million incurred in 2016 and $0.3 million incurred in the first quarter of 2017 for which recovery from insurance carriers was not previously considered to be reasonably assured (included in “Cost of goods sold” in the consolidated statements of income);
•
Pretax income of $0.7 million related to the fair valuation of an earnout provision from the acquisition of Futura (included in “Other income (expense), net” in the consolidated statements of income);
•
Pretax charges of $0.6 million associated with a business development project (included in “Selling, general and administrative expense” in the consolidated statements of income); and
•
Pretax charges of $0.3 million associated with the consolidation of domestic PE Films’ manufacturing facilities, which consists of facility consolidation-related expenses of $0.2 million and accelerated depreciation of $0.1 million (included in “Cost of goods sold” in the consolidated statements of income), offset by pretax income of $0.3 million related to a reduction of severance and other employee-related accrued costs.
Plant shutdowns, asset impairments, restructurings and other items in the first six months of 2017 include:
•
Pretax income of $11.9 million related to the settlement of an escrow arrangement established upon the acquisition of Terphane in 2011 (included in “Other income (expense), net” in the consolidated statements of income). In settling the escrow arrangement, the Company assumed the risk of the claims (and associated legal fees) against which the escrow previously secured the Company.  While the ultimate amount of such claims is unknown, the Company believes that it is reasonably possible that it could be liable for some portion of these claims, and currently estimates the amount of such future claims at approximately $3.5 million;
•
Pretax charges of $3.3 million related to the acquisition of Futura, i) associated with accounting adjustments of $1.7 million made to the value of inventory sold by Aluminum Extrusions after its acquisition of Futura (included in “Cost of goods sold” in the consolidated statements of income), ii) acquisition costs of $1.5 million and, iii) integration costs of $0.1 million (included in “Selling, general and administrative expenses” in the consolidated statements of income), offset by pretax income of $0.7 million related to the fair valuation of an earnout provision (included in “Other income (expense), net” in the consolidated statements of income);
•
Pretax charges of $2.8 million related to estimated excess costs associated with the ramp-up of new product offerings and additional expenses related to strategic capacity expansion projects by PE Films of $2.4 million and by Aluminum Extrusions of $0.4 million (included in “Cost of goods sold” in the consolidated statements of income);
•
Pretax income of $0.5 million related to the explosion that occurred in the second quarter of 2016 at the aluminum extrusions manufacturing facility in Newnan, Georgia, which includes the expected recovery of excess production costs of $0.6 million incurred in 2016 for which recovery from insurance carriers was not

9


previously considered to be reasonably assured (included in “Cost of goods sold” in the consolidated statements of income), partially offset by legal and consulting fees of $0.1 million (included in “Selling, general and administrative expenses” in the consolidated statements of income).
•
Pretax charges of $0.7 million associated with the consolidation of domestic PE Films’ manufacturing facilities, which consists of asset impairments of $0.1 million, accelerated depreciation of $0.2 million (included in “Cost of goods sold” in the consolidated statements of income) and other facility consolidation-related expenses of $0.4 million ($0.3 million included in “Cost of goods sold” in the consolidated statements of income), offset by pretax income of $0.1 million related to a reduction of severance and other employee-related accrued costs;
•
Pretax charges of $0.3 million related to expected future environmental costs at the aluminum extrusions manufacturing facility in Carthage, Tennessee (included in “Cost of goods sold” in the consolidated statements of income);
•
Pretax charges of $0.9 million associated with a business development project (included in “Selling, general and administrative expense” in the consolidated statements of income); and
•
Pretax charges of $0.3 million for severance and other employee-related costs associated with restructurings in Corporate.
Results in the second quarter and first six months of 2018 include unrealized gains of $5.8 million ($4.5 million after taxes) and $14.0 million ($10.9 million after taxes), respectively, compared to unrealized gains of $21.5 million ($15.7 million after taxes) and $24.8 million ($18.2 million after taxes) in the second quarter and first six months of 2017, respectively, on the Company’s investment in kaleo, Inc. (“kaléo”), which is accounted for under the fair value method (included in “Other income (expense), net” in the consolidated statements of income). An unrealized loss on the Company’s investment in the Harbinger Capital Partners Special Situations Fund, L.P. (“Harbinger Fund”) of $0.1 million was recognized in the second quarter and first six months of 2018 (included in “Other income (expense), net” in the consolidated statements of income) (none in 2017). See Note 7 for additional information on investments.
In June 2018, the Company announced plans to close its facility in Shanghai, China, which primarily produces plastic films used as components for personal care products (“Shanghai transition”).  Production is expected to cease at this plant by the end of 2018.  The Company expects to recognize costs associated with exit and disposal activities of $7.1 million comprised of: (i) retention, severance and related costs ($3.6 million), (ii) customer-related costs ($1.1 million), and (iii) legal, asset disposal and other cash costs ($2.4 million).  In addition, the Company expects non-cash asset write-offs and accelerated depreciation of $0.9 million.  Net annual cash savings from consolidating operations is expected of $1.7 million.  Proceeds from expected property disposals are uncertain. The Company anticipates that these activities, including property disposals, will require 12-18 months to execute, and the costs are expected to be incurred during this period.
Total expenses associated with the Shanghai transition were $0.7 million in the second quarter of 2018 ($0.6 million included in “Asset impairments and costs associated with exit and disposal activities, net of adjustments” and $0.1 million included in “Cost of goods sold” in the consolidated statements of income). Cash expenditures were $0.1 million in the second quarter of 2018.

10



A reconciliation of the beginning and ending balances of accrued expenses associated with exit and disposal activities and charges associated with asset impairments and reported as “Asset impairments and costs associated with exit and disposal activities, net of adjustments” in the consolidated statements of income for the six months ended June 30, 2018 is as follows:
(In thousands)
Severance (a)
 
Asset Impairments
 
Other (b)
 
Total
Balance at January 1, 2018
$
627

 
$
—

 
$
476

 
$
1,103

Changes in 2018:
 
 
 
 
 
 
 
Charges
685

 
—

 
22

 
707

Cash spent
(846
)
 
—

 
(268
)
 
(1,114
)
Charges against assets
—

 
117

 
—

 
117

Reversed to income
 
 
(117
)
 
 
 
(117
)
Balance at June 30, 2018
$
466

 
$
—

 
$
230

 
$
696

(a) Severance cash spent includes severance payments associated with the consolidation of North American PE Films manufacturing facilities.
(b) Other primarily includes other restructuring costs associated with Aluminum Extrusions.

4.
The components of inventories are as follows:
 
 
June 30,
 
December 31,
(In thousands)
2018
 
2017
Finished goods
$
23,986

 
$
20,281

Work-in-process
12,420

 
11,958

Raw materials
29,591

 
35,909

Stores, supplies and other
18,893

 
18,759

Total
$
84,890

 
$
86,907

 
5.
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income by the weighted average common and potentially dilutive common equivalent shares outstanding, determined as follows:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In thousands)
2018
 
2017
 
2018
 
2017
Weighted average shares outstanding used to compute basic earnings per share
33,074

 
32,961

 
33,028

 
32,941

Incremental dilutive shares attributable to stock options and restricted stock
34

 
90

 
20

 
58

Shares used to compute diluted earnings per share
33,108

 
33,051

 
33,048

 
32,999

Incremental shares attributable to stock options and restricted stock are computed under the treasury stock method using the average market price during the related period. For the three and six months ended June 30, 2018, average out-of-the-money options to purchase shares that were excluded from the calculation of incremental shares attributable to stock options and restricted stock were 215,903 and 264,868, respectively. For the three and six months ended June 30, 2017, average out-of-the-money options to purchase shares that were excluded from the calculation of incremental shares attributable to stock options and restricted stock were 416,941 and 340,268, respectively.


11


6.
The following table summarizes the after-tax changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2018:
(In thousands)
Foreign
currency
translation
adjustment
 
Gain (loss) on
derivative
financial
instruments
 
Pension and
other
post-retirement
benefit
adjustments
 
Total
Beginning balance, January 1, 2018
$
(86,178
)
 
$
459

 
$
(90,950
)
 
$
(176,669
)
Other comprehensive income (loss) before reclassifications
(8,905
)
 
(829
)
 
—

 
(9,734
)
Amounts reclassified from accumulated other comprehensive income (loss)
—

 
(361
)
 
5,223

 
4,862

Net other comprehensive income (loss) - current period
(8,905
)
 
(1,190
)
 
5,223

 
(4,872
)
Ending balance, June 30, 2018
$
(95,083
)
 
$
(731
)
 
$
(85,727
)
 
$
(181,541
)
    
The following table summarizes the after-tax changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2017:
(In Thousands)
Foreign
currency
translation
adjustment
 
Gain (loss) on
derivative
financial
instruments
 
Pension and
other
post-retirement
benefit
adjustments
 
Total
Beginning balance, January 1, 2017
$
(93,970
)
 
$
863

 
$
(90,127
)
 
$
(183,234
)
Other comprehensive income (loss) before reclassifications
2,674

 
335

 
—

 
3,009

Amounts reclassified from accumulated other comprehensive income (loss)
—

 
(373
)
 
3,900

 
3,527

Net other comprehensive income (loss) - current period
2,674

 
(38
)
 
3,900

 
6,536

Ending balance, June 30, 2017
$
(91,296
)
 
$
825

 
$
(86,227
)
 
$
(176,698
)
Reclassifications of balances out of accumulated other comprehensive income (loss) into net income for the three months ended June 30, 2018 are summarized as follows:
(In Thousands)
Amount
reclassified from
other
comprehensive
income (loss)
 
Location of gain
(loss) reclassified
from accumulated
other
comprehensive
income (loss) to net
income (loss)
Gain (loss) on derivative financial instruments:
 
 
 
Aluminum future contracts, before taxes
$
712

 
Cost of sales
Foreign currency forward contracts, before taxes
(378
)
 
Selling, general & administrative
Foreign currency forward contracts, before taxes
16

 
Cost of sales
Total, before taxes
350

 
 
Income tax expense (benefit)
142

 
Income taxes
Total, net of tax
$
208

 
 
Amortization of pension and other post-retirement benefits:
 
 
 
Actuarial gain (loss) and prior service costs, before taxes
$
(3,372
)
 
(a)
Income tax expense (benefit)
(761
)
 
Income taxes
Total, net of tax
$
(2,611
)
 
 
(a) This component of accumulated other comprehensive income (loss) is included in the computation of net periodic pension cost (see Note 9 for additional detail).

12


Reclassifications of balances out of accumulated other comprehensive income (loss) into net income for the six months ended June 30, 2018 are summarized as follows:
(In thousands)
Amount
reclassified from
other
comprehensive
income (loss)
 
Location of gain
(loss) reclassified
from accumulated
other
comprehensive
income (loss) to net
income (loss)
Gain (loss) on derivative financial instruments:
 
 
 
Aluminum future contracts, before taxes
$
944

 
Cost of sales
Foreign currency forward contracts, before taxes
(419
)
 
Selling, general & administrative
Foreign currency forward contracts, before taxes
31

 
Cost of sales
Total, before taxes
556

 
 
Income tax expense (benefit)
195

 
Income taxes
Total, net of tax
$
361

 
 
Amortization of pension and other post-retirement benefits:
 
 
 
Actuarial gain (loss) and prior service costs, before taxes
$
(6,746
)
 
(a)
Income tax expense (benefit)
(1,523
)
 
Income taxes
Total, net of tax
$
(5,223
)
 
 
(a)
This component of accumulated other comprehensive income (loss) is included in the computation of net periodic pension cost (see Note 9 for additional detail).

Reclassifications of balances out of accumulated other comprehensive income (loss) into net income for the three months ended June 30, 2017 are summarized as follows:
(In Thousands)
Amount
reclassified from
other
comprehensive
income (loss)
 
Location of gain
(loss) reclassified
from accumulated
other
comprehensive
income (loss) to net
income (loss)
Gain (loss) on derivative financial instruments:
 
 
 
Aluminum future contracts, before taxes
$
321

 
Cost of sales
Foreign currency forward contracts, before taxes
16

 
Cost of sales
Total, before taxes
337

 
 
Income tax expense (benefit)
125

 
Income taxes
Total, net of tax
$
212

 
 
Amortization of pension and other post-retirement benefits:
 
 
 
Actuarial gain (loss) and prior service costs, before taxes
$
(3,061
)
 
(a)
Income tax expense (benefit)
(1,111
)
 
Income taxes
Total, net of tax
$
(1,950
)
 
 
(a)
This component of accumulated other comprehensive income (loss) is included in the computation of net periodic pension cost (see Note 9 for additional detail).

13


Reclassifications of balances out of accumulated other comprehensive income (loss) into net income for the six months ended June 30, 2017 are summarized as follows:
(In thousands)
Amount
reclassified from
other
comprehensive
income (loss)
 
Location of gain
(loss) reclassified
from accumulated
other
comprehensive
income (loss) to net
income (loss)
Gain (loss) on derivative financial instruments:
 
 
 
Aluminum future contracts, before taxes
$
554

 
Cost of sales
Foreign currency forward contracts, before taxes
31

 
Cost of sales
Total, before taxes
585

 
 
Income tax expense (benefit)
212

 
Income taxes
Total, net of tax
$
373

 
 
Amortization of pension and other post-retirement benefits:
 
 
 
Actuarial gain (loss) and prior service costs, before taxes
$
(6,122
)
 
(a)
Income tax expense (benefit)
(2,222
)
 
Income taxes
Total, net of tax
$
(3,900
)
 
 
(a)
This component of accumulated other comprehensive income (loss) is included in the computation of net periodic pension cost (see Note 9 for additional detail).

7.
In August 2007 and December 2008, the Company made an aggregate investment of $7.5 million in kaléo, a privately held specialty pharmaceutical company dedicated to building innovative solutions for serious and life-threatening medical conditions. The mission of kaléo is to provide products that empower patients to confidently take control of their medical conditions. Tredegar owns Series A-3 Preferred Stock and Series B Preferred Stock in kaléo that, taken together, represents on a fully-diluted basis an approximate 20% interest in kaléo. Tredegar accounts for its investment in kaléo under the fair value method. At the time of the initial investment, the Company elected the fair value option of accounting since its investment objectives were similar to those of venture capitalists, which typically do not have controlling financial interests.
At June 30, 2018, the estimated fair value of the Company’s investment was $68.0 million, up from $62.2 million and $54.0 million as of March 31, 2018 and December 31, 2017, respectively.
The change in the estimated fair value of the Company’s holding in kaléo since the end of 2017 primarily relates to the difference from discounting between the present value of projected cash flows at June 30, 2018 versus December 31, 2017 (i.e., the time value of money), changes in cash flow projections for various scenarios and the assessment of the risk-adjusted discount rate appropriate for the various scenarios. Kaléo’s stock is not publicly traded. The valuation estimate in this situation is based on projection assumptions or Level 3 inputs that have a wide range of possible outcomes.
There are numerous assumptions and Level 3 inputs that, if changed, impact the projection of kaléo’s future cash flows, and the probability of actually achieving those cash flows. For example, there are various regulatory and legal enforcement efforts related to the markets for kaléo’s products, which could affect kaléo’s efforts to market those products. Moreover, many of the assumptions and inputs are interrelated, including key assumptions for kaléo’s projected market share, pricing and net margins after chargebacks, discounts, rebates, copays and returns. Accordingly, determining the sensitivity of changes in estimated fair value to the change in one assumption is not practical.
Ultimately, the true value of the Company’s ownership interest in kaléo will be determined if and when a liquidity event occurs, and the ultimate value could be materially different from the $68.0 million estimated fair value reflected in the Company’s financial statements at June 30, 2018.
Unrealized gains (losses) associated with this investment are included in “Other income (expense), net” in the consolidated statements of income and separately stated in the segment operating profit table in Note 11. Subsequent to its most recent investment (December 15, 2008), and until the next round of financing, the Company believes fair value estimates are based upon Level 3 inputs since there is no secondary market for its ownership interest. Accordingly, until the next round of financing or any other significant financial transaction, value estimates will primarily be based on assumptions related to meeting cash flow projections and discounting of these factors for their high degree of risk. If kaléo does not meet its projected cash flows or related risks are unfavorable versus the most recent valuation, or a

14


new round of financing or other significant financial transaction indicates a lower enterprise value, then the Company’s estimate of the fair value of its ownership interest in kaléo is likely to decline. Adjustments to the estimated fair value of this investment will be made in the period upon which such changes can be quantified.
The Company’s investment in the Harbinger Fund had a carrying value (included in “Other assets and deferred charges”) of $1.6 million and $1.7 million at June 30, 2018 and December 31, 2017, respectively. The carrying value at June 30, 2018 reflected Tredegar’s cost basis in its investment in the Harbinger Fund, net of total withdrawal proceeds received and unrealized losses. Based on an observable price change, the Company recorded an unrealized loss of $0.1 million in the second quarter and first six months of 2018 (none in 2017). No withdrawal proceeds were received in the first six months of 2017 or 2018. The timing and amount of future installments of withdrawal proceeds, which commenced in August 2010, were not known as of June 30, 2018.
The Company has determined that there is no readily determinable fair value for the Harbinger Fund and has elected to record its investment in the Harbinger Fund at cost, less impairment, adjusted for observable price changes. Gains on the Company’s investment in the Harbinger Fund will be recognized when there are positive observable price changes, including when the amounts expected to be collected from any withdrawal from the investment are known, which will likely be when cash in excess of the remaining carrying value is received. Losses will be recognized when management believes through observable methods that it is probable that future withdrawal proceeds will not exceed the remaining carrying value.

8.
Tredegar uses derivative financial instruments for the purpose of hedging margin exposure from fixed-price forward sales contracts in Aluminum Extrusions and exposure from currency volatility that exist as part of ongoing business operations (primarily in Flexible Packaging Films). These derivative financial instruments are designated as and qualify as cash flow hedges and are recognized in the consolidated balance sheet at fair value. The fair value of derivative instruments recorded on the consolidated balance sheets are based upon Level 2 inputs. If individual derivative instruments with the same counterparty can be settled on a net basis, the Company records the corresponding derivative fair values as a net asset or net liability.
In the normal course of business, Aluminum Extrusions enters into fixed-price forward sales contracts with certain customers for the future sale of fixed quantities of aluminum extrusions at scheduled intervals. In order to hedge margin exposure created from the fixing of future sales prices relative to volatile raw material (aluminum) costs, Aluminum Extrusions enters into a combination of forward purchase commitments and futures contracts to acquire or hedge aluminum, based on the scheduled purchases for the firm sales commitments. The fixed-price firm sales commitments and related hedging instruments generally have durations of not more than 12 months, and the notional amount of aluminum futures contracts that hedged future purchases of aluminum to meet fixed-price forward sales contract obligations was $18.6 million (17.6 million pounds of aluminum) at June 30, 2018 and $8.2 million (8.0 million pounds of aluminum) at December 31, 2017.
The table below summarizes the location and gross amounts of aluminum futures contract fair values (Level 2) in the consolidated balance sheets as of June 30, 2018 and December 31, 2017:
 
June 30, 2018
 
December 31, 2017
(In thousands)
Balance Sheet
Account
 
Fair
Value
 
Balance Sheet
Account
 
Fair
Value
Derivatives Designated as Hedging Instruments
 
 
 
 
 
 
 
Asset derivatives:
Aluminum futures contracts
Accrued Expenses
 
$
999

 
Prepaid expenses and other
 
$
578

Liability derivatives:
Aluminum futures contracts
Accrued Expenses
 
(316
)
 
Prepaid expenses and other
 
$
(16
)
Net asset (liability)
 
 
$
683

 
 
 
$
562

In the event that a counterparty to an aluminum fixed-price forward sales contract chooses not to take delivery of its aluminum extrusions, the customer is contractually obligated to compensate Aluminum Extrusions for any losses on the related aluminum futures and/or forward contracts through the date of cancellation.

15


The table below summarizes the location and gross amounts of foreign currency forward contract fair values (Level 2) in the consolidated balance sheets as of June 30, 2018 and December 31, 2017:
 
June 30, 2018
 
December 31, 2017
(In Thousands)
Balance Sheet
Account
 
Fair
Value
 
Balance Sheet
Account
 
Fair
Value
Derivatives Designated as Hedging Instruments
 
 
 
 
 
 
 
Asset derivatives:
Foreign currency forward contracts
Accrued Expenses
 
$
—

 
Accrued Expenses
 
$
—

Liability derivatives:
Foreign currency forward contracts
Accrued Expenses
 
(1,948
)
 
Accrued Expenses
 
(558
)
Net asset (liability)
 
 
$
(1,948
)
 
 
 
$
(558
)
The Company's earnings are exposed to foreign currency exchange risk primarily through the translation of the financial statements of subsidiaries that have a functional currency other than the U.S. Dollar. On September 29, 2017, the Flexible Packaging Films business unit in Brazil (“Terphane Ltda.”) entered into 15 monthly foreign exchange average forward rate contracts to purchase Brazilian Real (“R$”) and sell U.S. Dollars covering the period from October 2017 through December 2018. On January 29, 2018, Terphane Ltda. entered into an additional 6 monthly foreign exchange average forward rate contracts to purchase Brazilian Real and sell U.S. Dollars covering the period from January 2019 through June 2019. All of these foreign currency exchange contracts have been designated and qualify as cash flow hedges of Terphane Ltda.'s forecasted sales to customers quoted or priced in U.S. Dollars over that period. By changing the currency risk associated with these U.S. Dollar sales, the derivatives have the effect of offsetting operating costs quoted or priced in Brazilian Real and decreasing the net exposure to Brazilian Real in the consolidated statements of income. The aggregate notional amount of open foreign exchange contracts at June 30, 2018 was $11.3 million (R$35.9 million at foreign exchange average forward contract rates).
These derivative contracts involve elements of market risk that are not reflected on the consolidated balance sheet, including the risk of dealing with counterparties and their ability to meet the terms of the contracts. The counterparties to any forward purchase commitments are major aluminum brokers and suppliers, and the counterparties to any aluminum futures contracts are major financial institutions. Fixed-price forward sales contracts are only made available to the best and most credit-worthy customers. The counterparties to the Company’s foreign currency cash flow hedge contracts are major financial institutions.

16


The pretax effect on net income and other comprehensive income (loss) of derivative instruments classified as cash flow hedges and described in the previous paragraphs for the three and six month periods ended June 30, 2018 and 2017 is summarized in the table below:
(In thousands)
Cash Flow Derivative Hedges
 
Three Months Ended June 30,
 
Aluminum Futures Contracts
 
Foreign Currency Forwards
 
2018
 
2017
 
2018
2018
 
2017
Amount of pretax gain (loss) recognized in other comprehensive income (loss)
$
1,457

 
$
(322
)
 
$
—

$
(1,849
)
 
$
—

Location of gain (loss) reclassified from accumulated other comprehensive income (loss) into net income (effective portion)
Cost of
sales

 
Cost of
sales

 
Cost of
sales

Selling, general & admin

 
Cost of
sales

Amount of pretax gain (loss) reclassified from accumulated other comprehensive income (loss) to net income effective portion)
$
712

 
$
321

 
$
16

$
(378
)
 
$
16

 
Six Months Ended June 30,
 
Aluminum Futures Contracts
 
Foreign Currency Forwards
 
2018
 
2017
 
2018
2018
 
2017
Amount of pre-tax gain (loss) recognized in other comprehensive income (loss)
$
1,065

 
$
524

 
$
—

$
(1,679
)
 
$
—

Location of gain (loss) reclassified from accumulated other comprehensive income (loss) into net income (effective portion)
Cost of
sales

 
Cost of
sales

 
Cost of
sales

Selling, general & admin

 
Cost of
sales

Amount of pre-tax gain (loss) reclassified from accumulated other comprehensive income (loss) to net income (effective portion)
$
944

 
$
554

 
$
31

$
(419
)
 
$
31

As of June 30, 2018, the Company expects $0.7 million of unrealized after-tax gains on derivative instruments reported in accumulated other comprehensive income (loss) to be reclassified to earnings within the next 12 months. For the three and six month periods ended June 30, 2018 and 2017, net gains or losses realized, from previously unrealized net gains or losses on hedges that had been discontinued, were not material.
 

17


9.
The Company sponsors noncontributory defined benefit (pension) plans covering certain current and former employees. The plan for salaried and hourly employees currently in effect is based on a formula using the participant’s years of service and compensation or using the participant’s years of service and a dollar amount. The plan was closed to new participants and pay for active plan participants for benefit calculations was frozen as of December 31, 2007. As of January 31, 2018, the plan no longer accrued benefits associated with crediting employees for service, thereby freezing future benefits under the plan.
The components of net periodic benefit cost for the pension and other post-retirement benefit programs reflected in the consolidated statements of income are shown below:
 
Pension Benefits
 
Other Post-Retirement Benefits
 
Three Months Ended June 30,
 
Three Months Ended June 30,
(In thousands)
2018
 
2017
 
2018
 
2017
Service cost
$
5

 
$
58

 
$
10

 
$
9

Interest cost
2,882

 
3,164

 
69

 
77

Expected return on plan assets
(3,761
)
 
(3,737
)
 
—

 
—

Amortization of prior service costs, gains or losses and net transition asset
3,428

 
3,122

 
(54
)
 
(62
)
Net periodic benefit cost
$
2,554

 
$
2,607

 
$
25

 
$
24

 
Pension Benefits
 
Other Post-Retirement Benefits
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Service cost
$
10

 
$
116

 
$
20

 
$
18

Interest cost
5,764

 
6,328

 
138

 
153

Expected return on plan assets
(7,522
)
 
(7,473
)
 
—

 
—

Amortization of prior service costs, (gains) losses and net transition asset
6,856

 
6,245

 
(108
)
 
(123
)
Net periodic benefit cost
$
5,108

 
$
5,216

 
$
50

 
$
48

Pension and other post-retirement liabilities were $94.9 million and $99.5 million at June 30, 2018 and December 31, 2017, respectively ($0.6 million included in “Accrued expenses” at June 30, 2018 and December 31, 2017, with the remainder included in “Pension and other postretirement benefit obligations, net” in the consolidated balance sheets). The Company’s required contributions are expected to be approximately $8.4 million in 2018. Contributions to the pension plan during the first six months of 2018 were $2.9 million. Tredegar funds its other post-retirement benefits (life insurance and health benefits) on a claims-made basis, which the Company anticipates will be consistent with amounts paid for the year ended December 31, 2017, or $0.3 million.
 
10.
Other income (expense), net consists of the following:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2018
 
2017
 
2018
 
2017
Gain (loss) on investment in kaléo accounted for under fair value method
$
5,800

 
$
21,500

 
$
14,000

 
$
24,800

Gain associated with the settlement of an escrow agreement
—

 
11,856

 
—

 
11,856

Other
57

 
1,379

 
89

 
1,366

Total
$
5,857

 
$
34,735

 
$
14,089

 
$
38,022

See Note 7 for more details on the gains on the investment in kaléo.

11.
The Company’s business segments are PE Films, Flexible Packaging Films and Aluminum Extrusions. Information by business segment is reported below. There are no accounting transactions between segments and no allocations to segments. Net sales (sales less freight) and operating profit from ongoing operations are the measures of sales and operating profit used by the chief operating decision maker for purposes of assessing performance.

18


The following table presents net sales and operating profit by segment for the three and six-month periods ended June 30, 2018 and 2017:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2018
 
2017
 
2018
 
2017
Net Sales
 
 
 
 
 
 
 
PE Films
$
82,457

 
$
89,639

 
$
175,707

 
$
176,050

Flexible Packaging Films
28,304

 
26,588

 
56,741

 
53,297

Aluminum Extrusions
144,558

 
123,208

 
272,793

 
222,807

Total net sales
255,319

 
239,435

 
505,241

 
452,154

Add back freight
8,440

 
7,912

 
17,229

 
16,218

Sales as shown in the Consolidated Statements of Income
$
263,759

 
$
247,347

 
$
522,470

 
$
468,372

Operating Profit (Loss)
 
 
 
 
 
 
 
PE Films:
 
 
 
 
 
 
 
Ongoing operations
$
8,678

 
$
10,682

 
$
22,712

 
$
19,713

Plant shutdowns, asset impairments, restructurings and other
(1,135
)
 
(904
)
 
(2,187
)
 
(2,972
)
Flexible Packaging Films:
 
 
 
 
 
 
 
Ongoing operations
1,294

 
(319
)
 
3,008

 
(2,317
)
Plant shutdowns, asset impairments, restructurings and other
—

 
11,856

 
—

 
11,856

Aluminum Extrusions:
 
 
 
 
 
 
 
Ongoing operations
13,156

 
11,772

 
23,355

 
21,601

Plant shutdowns, asset impairments, restructurings and other
(46
)
 
1,571

 
(99
)
 
(2,769
)
Total
21,947

 
34,658

 
46,789

 
45,112

Interest income
228

 
55

 
284

 
129

Interest expense
1,577

 
1,642

 
3,221

 
2,822

Gain (loss) on investment in kaléo accounted for under fair value method
5,800

 
21,500

 
14,000

 
24,800

Stock option-based compensation costs
305

 
38

 
391

 
41

Corporate expenses, net
6,824

 
7,502

 
14,740

 
14,026

Income before income taxes
19,269

 
47,031

 
42,721

 
53,152

Income taxes
4,547

 
2,827

 
9,834

 
5,246

Net income
$
14,722

 
$
44,204

 
$
32,887

 
$
47,906

The following table presents identifiable assets by segment at June 30, 2018 and December 31, 2017:
(In thousands)
June 30, 2018
 
December 31, 2017
PE Films
$
283,536

 
$
289,514

Flexible Packaging Films
48,845

 
49,915

Aluminum Extrusions
274,577

 
268,127

Subtotal
606,958

 
607,556

General corporate
85,210

 
111,696

Cash and cash equivalents
62,321

 
36,491

Total
$
754,489

 
$
755,743



19


The following tables disaggregate the Company’s revenue by geographic area and product group for the three and six months ended June 30, 2018 and 2017:
Net Sales by Geographic Area (b)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2018
 
2017
 
2018
 
2017(c)
United States
$
171,185

 
$
154,710

 
$
330,747

 
$
284,611

Exports from the United States to:
 
 
 
 
 
 
 
Asia
18,884

 
21,165

 
42,476

 
39,887

Canada
14,239

 
11,510

 
27,537

 
24,602

Europe
1,697

 
2,275

 
3,519

 
4,633

Latin America
3,654

 
3,991

 
6,706

 
7,721

Operations outside the United States:
 
 
 
 
 
 
 
Brazil
23,659

 
21,294

 
46,811

 
42,653

The Netherlands
11,394

 
12,927

 
23,322

 
25,687

Hungary
8,519

 
6,138

 
17,337

 
11,329

China
1,692

 
2,710

 
3,966

 
6,115

India
396

 
2,715

 
2,820

 
4,916

Total (a)
$
255,319

 
$
239,435

 
$
505,241

 
$
452,154

Net Sales by Product Group
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2018
 
2017
 
2018
 
2017(c)
PE Films:
 
 
 
 
 
 
 
Personal care materials
55,985

 
62,790

 
117,629

 
124,088

Surface protection films
24,918

 
24,996

 
54,733

 
48,437

LED lighting products & other films
1,555

 
1,853

 
3,345

 
3,526

Subtotal
82,458

 
89,639

 
175,707

 
176,051

Flexible Packaging Films
28,304

 
26,588

 
56,741

 
53,297

Aluminum Extrusions:
 
 
 
 
 
 
 
Nonresidential building & construction
72,442

 
61,173

 
137,629

 
114,347

Consumer durables
17,161

 
14,024

 
32,309

 
25,766

Distribution
12,031

 
9,408

 
22,961

 
15,842

Automotive
11,157

 
10,112

 
20,787

 
20,265

Residential building & construction
12,343

 
13,068

 
21,813

 
19,528

Machinery & equipment
9,867

 
8,606

 
19,144

 
15,545

Electrical
9,556

 
6,817

 
18,150

 
11,513

Subtotal
144,557

 
123,208

 
272,793

 
222,806

Total
255,319

 
239,435

 
505,241

 
452,154

See a reconciliation of net sales to sales as shown in the Condensed Consolidated Statements of Income on the previous page.
(a)
The difference between total consolidated sales as reported in the consolidated statements of income and segment, geographic and product group net sales reported in this note is freight of $8.4 million and $17.2 million in the three months and six months ended June 30, 2018 and $7.9 million and $16.2 million in the three months and six months ended June 30, 2017, respectively.
(b)
Export sales relate almost entirely to PE Films. Operations outside the U.S. in The Netherlands, Hungary, China and India also relate to PE Films. Operations in Brazil are primarily related to Flexible Packaging Films, but also include PE Films operations. Sales from locations in The Netherlands and Hungary are primarily to customers located in Europe. Sales from locations in China (Guangzhou and Shanghai) are primarily to customers located in China, but also include other customers in Asia.
(c)
As disclosed in Note 1, prior period amounts have not been adjusted under the modified retrospective method.


20


12.
The Tax Cuts and Jobs Act (the “TCJA”) makes broad and complex changes to the U.S. tax code, including but not limited to: (i) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (ii) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (iii) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (iv) creating new taxes on certain foreign earnings; (v) eliminating certain deductions; and (vi) providing the option to full expensing of qualified property.
The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under Accounting Standards Codification No. 740 (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of a company’s accounting for those tax effects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain tax effects of the TCJA is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a reasonable estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax law that were in effect immediately before the enactment of the TCJA.
The TCJA is complex and its impact may materially differ from the Company’s estimates due to, among other things, changes in the Company’s assumptions, implementation guidance that may be issued from the IRS and related interpretations and clarifications of the tax law relevant for the completion of the Company’s 2017 tax return filings. The Company expects to complete its assessment of these items during 2018, and any adjustments to the provisional amounts initially recorded will be included as an adjustment to income tax expense or benefit in the period the amounts are determined in accordance with SAB 118.
While item (ii) above has not been completed, the Company has not accrued any deemed repatriation taxes on unrepatriated earnings of its foreign subsidiaries, since its preliminary assessments indicates that such foreign subsidiaries have no net cumulative unremitted earnings due to historical repatriation. There has been no change to this estimate in the first six months of 2018. The remaining TCJA summary items (i and iii through vi above) have been reflected in the Company’s 2018 effective tax rate based on the Company’s best estimates as indicated in the rate reconciliation table.
The application of the new Global Intangible Low Taxed Income (“GILTI”) tax rules to the Company, which is part of item (iv) above is not complete. The rules are complex, and under GAAP, the Company is allowed to make a policy choice of either (a) treating taxes due on future U.S. inclusions in taxable income related to GILTI as current period expense when incurred (the “period cost method”) or (b) factoring such amounts into a company’s measurement of its deferred income taxes (“deferred method”). The selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on the Company’s analysis of its global income to determine whether it expects to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. Accordingly, the Company has not made a policy decision regarding whether to record deferred income taxes on GILTI.

21


Tredegar recorded tax expense of $9.8 million on pretax net income of $42.7 million in the first six months of 2018. Therefore, the effective tax rate in the first six months of 2018 was 23.0%, compared to 9.9% in the first six months of 2017. The quarterly effective tax rate is an estimate based on a proration of the components of the Company’s estimated annual effective tax rate. The significant differences between the U.S. federal statutory rate and the effective income tax rate for the six months ended June 30, 2018 and 2017 are as follows:
(In thousands, except percentages)
2018
 
2017
Six Months Ended June 30,
Amount
 
%
 
Amount
 
%
Income tax expense at federal statutory rate
$
8,971

 
21.0

 
$
18,603

 
35.0

U.S. Tax on Foreign Branch Income
736

 
1.7

 
—

 
—

Foreign rate differences
669

 
1.6

 
876

 
1.8

State taxes, net of federal income tax benefit
537

 
1.2

 
615

 
1.2

Stock-based compensation
176

 
0.4

 
182

 
0.3

Non-deductible expenses
123

 
0.3

 
229

 
0.4

Tax contingency accruals and tax settlements
100

 
0.2

 
118

 
0.2

Valuation allowance for capital loss carry-forwards
91

 
0.2

 
—

 
—

Changes in estimates related to prior year tax provision
(34
)
 
(0.1
)
 
132

 
0.2

Unremitted earnings from foreign operations
—

 
—

 
(113
)
 
(0.2
)
Domestic production activities deduction
—

 
—

 
(390
)
 
(0.7
)
Remitted earnings from foreign operations
—

 
—

 
(413
)
 
(0.8
)
Increase in value of kaleo investment held abroad
—

 
—

 
(2,326
)
 
(4.4
)
Settlement of Terphane acquisition escrow
—

 
—

 
(4,200
)
 
(7.9
)
Worthless stock deduction
—

 
—

 
(8,057
)
 
(15.2
)
Research and development tax credit
(188
)
 
(0.4
)
 
(285
)
 
(0.5
)
Foreign Derived Intangible Income (FDII)
(309
)
 
(0.7
)
 
—

 
—

Valuation allowance due to foreign losses and impairments
(383
)
 
(0.9
)
 
275

 
0.5

Foreign tax incentives
(655
)
 
(1.5
)
 
—

 
—

Effective income tax rate
$
9,834

 
23.0

 
$
5,246

 
9.9

Tredegar accrues U.S. federal income taxes on unremitted earnings of all foreign subsidiaries where required. However, due to changes in the taxation of dividends under TCJA, Tredegar will only record U.S. federal income taxes on unremitted earnings of its foreign subsidiaries where Tredegar cannot take steps to eliminate any potential tax on future distributions from its foreign subsidiaries.
The Brazilian federal statutory income tax rate is a composite of 34.0% (25.0% of income tax and 9.0% of social contribution on income). Terphane Ltda.’s manufacturing facility in Brazil is the beneficiary of certain income tax incentives that allow for a reduction in the statutory Brazilian federal income tax rate to 15.25% levied on the operating profit on certain of its products. The incentives have been granted for a 10-year period, which has a commencement date of January 1, 2015. The benefit from the tax incentives was $0.7 million in the first six months of 2018 (none in 2017).
Tredegar and its subsidiaries file income tax returns in the U.S., various states and jurisdictions outside the U.S. With exceptions for some U.S. states and non-U.S. jurisdictions, Tredegar and its subsidiaries are no longer subject to U.S. federal, state or non-U.S. income tax examinations by tax authorities for years before 2014.

22


13.
In 2011, Tredegar was notified by U.S. Customs and Border Protection (“U.S. Customs”) that certain film products exported by Terphane Ltda. to the U.S. since November 6, 2008 could be subject to duties associated with an antidumping duty order on imported PET films from Brazil.  The Company contested the applicability of these antidumping duties to the films exported by Terphane Ltda., and it filed a request with the U.S. Department of Commerce (“Commerce”) for clarification about whether the film products at issue are within the scope of the antidumping duty order.  On January 8, 2013, Commerce issued a scope ruling confirming that the films are not subject to the order, provided that Terphane Ltda. can establish to the satisfaction of U.S. Customs that the performance enhancing layer on those films is greater than 0.00001 inches thick.  The films at issue are manufactured to specifications that exceed that threshold.  On February 6, 2013, certain U.S. producers of PET film filed a summons with the U.S. Court of International Trade to appeal the scope ruling from Commerce.  In December 2014, the U.S. International Trade Commission voted to revoke the anti-dumping duty order on imported PET films from Brazil. The revocation, as a result of the vote by the U.S. International Trade Commission, was effective as of November 2013. On February 20, 2015, certain U.S. producers of PET films filed a summons with the U.S. Court of International Trade to appeal the determination by the U.S. International Trade Commission. The Court granted a motion by the plaintiffs to stay the appeal of the revocation decision pending the resolution of the scope appeal.  On June 8, 2017, the U.S. Court of International Trade remanded the scope determination to Commerce for re-consideration of certain scope issues. On October 20, 2017, Commerce filed its Remand Redetermination Results with the U.S. Court of International Trade, and again found that Terphane Ltda.’s films are outside of the scope of the antidumping duty order. Commerce’s decision will now be reviewed by the U.S. Court of International Trade. On June 19, 2018, the United States Court of International Trade sustained Commerce’s determination that Terphane Ltda.’s films are outside the scope of anti-dumping duty order.  The plaintiffs have until August 19, 2018 to appeal the court’s ruling.
14.
In May 2014, the Financial Accounting Standards Board (“FASB”) and International Accounting Standards Board (“IASB”) issued their converged standard on revenue recognition. The revised revenue standard contains principles that an entity will apply to direct the measurement of revenue and timing of when it is recognized. The core principle of the guidance is that the recognition of revenue should depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods and services. To achieve that core principle, an entity will utilize a principle-based five-step approach model. The converged standard also includes more robust disclosure requirements which will require entities to provide sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In March 2016, amended guidance was issued regarding clarifying the implementation guidance on principal versus agent considerations and in April 2016, clarifying guidance was issued relating to identifying performance obligations and licensing implementation. The Company adopted the new standard effective January 1, 2018, using the modified retrospective approach applied to all contracts as of the date of adoption. Comparative periods have not been adjusted and continue to be reported under the accounting standards in effect for those periods. The adoption of ASU 2014-09, as amended, had no material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the three months ended March 31, 2018. The Company has included the disclosures required by ASU 2014-09.
In January 2016, the FASB issued amended guidance associated with accounting for equity investments measured at fair value. The amended guidance requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee or those without a readily determinable fair value). The amended guidance also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. The Company adopted this amended guidance in the first quarter of 2018 and the adoption did not have a material impact on the Company’s consolidated financial statements.
In February 2016, the FASB issued a revised standard on lease accounting. Lessees will need to recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and lease liability. The revised standard requires additional analysis of the components of a transaction to determine if a right-of-use asset is embedded in the transaction that needs to be treated as a lease. Substantial additional disclosures are also required by the revised standard. The revised standard is effective for fiscal years beginning after December 31, 2018, including the interim periods within those fiscal years. The revised standard should be adopted using a modified retrospective approach, with early adoption permitted. The Company has a process in place to analyze the impact of the standard, and the related

23


guidance issued, on all leases throughout the Company. This process includes reviewing all active leases with terms greater than 12 months, which are currently being identified. The Company has also started evaluating the new requirements for tracking and cost recovery of these leases. The Company expects to complete its evaluations of the impacts of the accounting and disclosure requirements on its business processes, controls and systems by the second half of 2018.
In October 2016, the FASB issued guidance that requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings at the beginning of the period of adoption. The Company adopted this guidance in the first quarter of 2018 and the adoption did not have a material impact on the Company’s consolidated financial statements.
In January 2017, the FASB issued amended guidance that eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new guidance, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company has not elected early adoption and does not expect any impact on the Company’s consolidated financial statements.
In March 2017, the FASB issued final guidance on the presentation of net periodic pension and postretirement benefit cost (net benefit cost). Previously, net benefit cost was reported as an employee cost within operating income. This new guidance requires the bifurcation of net periodic pension and postretirement benefit costs. Service cost will be part of operating income (and is the only piece eligible to be capitalized). All other components will be shown outside of operations. The new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2017, and should be applied on a retrospective basis, except for the amendments related to capitalization of benefit cost, which should be applied on a prospective basis. The Company adopted this amended guidance in the first quarter of 2018 by separately presenting “Pension and postretirement benefits” expense in its consolidated statements of income.
In August 2017, the FASB issued amended guidance on the accounting for hedging activities. The amended guidance makes more hedging strategies qualify for hedge accounting. After initial qualification, the amended guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test, if the company can reasonably support an expectation of effectiveness throughout the term of the hedge. The amended guidance is effective for annual and interim periods beginning after January 1, 2019, but may be adopted immediately. The adoption should be on a cumulative effect basis and applied prospectively. The Company is currently evaluating the amended guidance but does not expect there to be an impact of adopting this guidance on the Company’s consolidated financial statements.

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking and Cautionary Statements
Some of the information contained in this Quarterly Report on Form 10-Q (“Form 10-Q”) may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. When using the words “believe,” “estimate,” “anticipate,” “expect,” “project,” “plan,” “likely,” “may” and similar expressions, Tredegar does so to identify forward-looking statements. Such statements are based on then current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. It is possible that actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in or implied by these forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Factors that could cause actual results to differ from expectations include, without limitation, the following:
•
loss or gain of sales to significant customers on which our business is highly dependent;
•
ability to achieve sales to new customers to replace lost business;
•
ability to develop, efficiently manufacture and deliver new products at competitive prices;
•
failure of our customers to achieve success or maintain market share;

24


•
failure to protect our intellectual property rights;
•
risks of doing business in countries outside the U.S. that affect our substantial international operations;
•
political, economic, and regulatory factors concerning our products;
•
uncertain economic conditions in countries in which we do business;
•
competition from other manufacturers, including manufacturers in lower-cost countries and manufacturers benefiting from government subsidies;
•
impact of fluctuations in foreign exchange rates;
•
a change in the amount of our underfunded defined benefit (pension) plan liability;
•
an increase in the operating costs incurred by our operating companies, including, for example, the cost of raw materials and energy;
•
inability to successfully identify, complete or integrate strategic acquisitions; failure to realize the expected benefits of such acquisitions; and assumption of unanticipated risks in such acquisitions;
•
disruption to our manufacturing facilities;
•
occurrence or threat of extraordinary events, including natural disasters and terrorist attacks;
•
an information technology system failure or breach;
•
volatility and uncertainty of the valuation of our cost-basis investment in kaléo;
•
the impact of the imposition of tariffs and sanctions on imported aluminum ingot used in our aluminum extrusions;
and the other factors discussed in the reports Tredegar files with or furnishes to the Securities and Exchange Commission (“the SEC”) from time to time, including the risks and important factors set forth in additional detail in Part I, Item 1A of Tredegar’s 2017 Annual Report on Form 10-K (the “2017 Form 10-K”). Readers are urged to review and consider carefully the disclosures Tredegar makes in its filings with the SEC, including the 2017 Form 10-K.
Tredegar does not undertake, and expressly disclaims any duty, to update any forward-looking statement to reflect any change in management’s expectations or any change in conditions, assumptions or circumstances on which such statements are based, except as required by applicable law.
References herein to “Tredegar,” “the Company,” “we,” “us” and “our” are to Tredegar Corporation and its subsidiaries, collectively, unless the context otherwise indicates or requires.


25


Executive Summary
Tredegar is a manufacturer of polyethylene plastic films through its PE Films segment, polyester films through its Flexible Packaging Films segment and aluminum extrusions through its Aluminum Extrusions segment. PE Films is composed of personal care materials, surface protection films, polyethylene overwrap films and films for other markets. Flexible Packaging Films produces polyester-based films for use in packaging applications that have specialized properties, such as heat resistance, strength, barrier protection and the ability to accept high-quality print graphics. Aluminum Extrusions produces high-quality, soft-alloy and medium-strength aluminum extrusions primarily for building and construction, automotive, consumer durables, machinery and equipment, electrical and distribution markets.
Second-quarter 2018 net income was $14.7 million ($0.44 per share) compared with net income of $44.2 million ($1.34 per share) in the second quarter of 2017. Net income for the second quarter of 2018 included an unrealized after-tax gain on the Company’s investment in kaléo of $4.5 million ($0.14 per share), which is accounted for under the fair value method (see Note 7 for more details). Net income for the second quarter of 2017 included the following:
•
An unrealized after-tax gain on the Company’s investment in kaléo of $15.7 million ($0.47 per share);
•
An after-tax gain of $11.9 million ($0.36 per share) from the settlement of an escrow agreement related to the Terphane acquisition in 2011; and
•
An income tax benefit of $8.1 million ($0.25 per share) associated with the write-off of the stock basis of one of the Company’s U.S. subsidiaries.
Other losses related to plant shutdowns, asset impairments, restructurings and other items are described in Note 3. Net sales (sales less freight) and operating profit from ongoing operations are the measures of sales and operating profit used by the chief operating decision maker of each segment for purposes of assessing performance. See the table in Note 11 for a presentation of Tredegar’s net sales and operating profit by segment for the three and six months ended June 30, 2018 and 2017.
PE Films
A summary of operating results from ongoing operations for PE Films is provided below:
 
Three Months Ended
 
Favorable/
(Unfavorable)
% Change
 
Six Months Ended
 
Favorable/
(Unfavorable)
% Change
(In thousands, Except Percentages)
June 30,
 
June 30,
 
2018
 
2017
 
2018
 
2017
 
Sales volume (lbs)
30,099

 
34,166

 
(11.9
)%
 
64,922

 
69,222

 
(6.2
)%
Net sales
$
82,457

 
$
89,639

 
(8.0
)%
 
$
175,707

 
$
176,050

 
(0.2
)%
Operating profit from ongoing operations
$
8,678

 
$
10,682

 
(18.8
)%
 
$
22,712

 
$
19,713

 
15.2
 %

Second-Quarter 2018 Results vs. Second-Quarter 2017 Results

Net sales (sales less freight) in the second quarter of 2018 decreased by $7.2 million versus 2017 primarily due to lower volume in Personal Care. The sales decline in Personal Care was primarily related to lower demand for topsheet from its largest customer and, due to timing, lower sales of elastic materials in the second quarter of 2018 versus 2017. The Company believes it is making inroads with customers for new elastic products in Europe. In addition, the company is spending $25 million at its plant in Terre Haute, Indiana to expand elastics capacity to serve customers in North America, which is expected to begin production in the middle of 2019.

Sales volume in the second quarter of 2018 in Surface Protection was comparable to the prior year with strong demand for components of flat panel displays continuing through the first half of 2018. Looking forward, there are indications that sales volume in Surface Protection during the third quarter of 2018 may decline sequentially and when compared to last year due to a combination of factors. These factors include a possible inventory build-up by customers during the first half of 2018 and partial customer product transitions, which have already begun, to alternative processes or materials as further discussed in the last two paragraphs of this section.

26


Operating profit from ongoing operations in the second quarter of 2018 decreased by $2.0 million versus the second quarter of 2017 primarily due to:
•
Lower contribution to profits from personal care films, primarily due to lower volume as noted above ($2.0 million) and higher variable costs due to timing of resin pass-through ($0.3 million), partially offset by improved pricing on certain products ($0.6 million), net favorable impact from the change in U.S. Dollar value of currencies for operations outside of the U.S. ($0.6 million) and lower sales, general and administrative costs ($0.5 million);
•
Lower contribution to profits from surface protection films, primarily due to a sales return reserve for a quality claim ($1.5 million), manufacturing inefficiencies ($0.8 million) and inventory adjustments ($0.3 million), partially offset by improved mix ($0.9 million);
•
Additional costs of $0.5 million associated with business development activities related to optical films; and
•
Realized cost savings associated with the previously announced project to consolidate domestic manufacturing facilities in PE Films ($0.8 million).          
In June 2018, the Company announced plans to close its facility in Shanghai, China, which primarily produces topsheet films used as components for personal care products.  Production is expected to cease at this plant by the end of 2018.  The Company expects to recognize costs associated with exit and disposal activities of $7.1 million comprised of: (i) retention, severance and related costs ($3.6 million), (ii) customer-related costs ($1.1 million), and (iii) legal, asset disposal and other cash costs ($2.4 million).  In addition, the Company expects non-cash asset write-offs and accelerated depreciation of $0.9 million.  Net annual cash savings from consolidating operations of $1.7 million is expected.  Proceeds from expected property disposals are uncertain. The Company anticipates that these activities, including property disposals, will require 12-18 months to execute, and the costs are expected to be incurred during this period. See additional information on current year-to-date costs in Note 3 in the Notes to Financial Statements.
The Company continues to anticipate a significant customer product transition in the Personal Care component of PE Films. The Company now expects that customer product transition to begin in the fourth quarter of 2018. The Company currently estimates that, when fully implemented, this will adversely impact the annual sales of the business unit by $70 million and will materially impact profits. Ongoing discussions with this customer will determine the full implementation schedule. The loss of this business without replacement with new business could trigger an impairment of Personal Care’s long-lived assets and goodwill. As of June 30, 2018, the goodwill balance carried by Personal Care was $47 million. Personal Care has been increasing its R&D spending (an increase of $5 million in 2017 versus 2014), is investing capital, and is accelerating sales and marketing efforts to capture growth and diversify its customer base and product offerings in personal care products. The overall timing and net change in Personal Care’s revenues and profits and capital expenditures needed to support these efforts during this transition period are uncertain at this time.
The Surface Protection component of PE Films supports manufacturers of optical and other specialty substrates used in flat panel display products. These films are primarily used by customers to protect components of displays in the manufacturing and transportation process and then discarded.
The Company previously reported the risk over the next few years that a portion of its film used in surface protection applications will be made obsolete by possible future customer product transitions to less costly alternative processes or materials. The Company estimates that the customer product transitions will be fully implemented by the fourth quarter of 2019. When fully implemented, the Company estimates that the annualized adverse impact on future ongoing operating profit from this customer shift will be approximately $10 million. The Company is aggressively pursuing new surface protection products, applications and customers.
Year-To-Date 2018 Results vs. Year-To-Date 2017 Results
Net sales (sales less freight) in the first six months of 2018 decreased by $0.3 million versus 2017 primarily due to lower topsheet and elastics volume in Personal Care, partially offset by an increase in Surface Protection volume. The factors impacting sales for PE Films during the first half of 2018 versus last year are similar to the factors described above in the quarterly comparison.
Operating profit from ongoing operations in the first six months of 2018 increased by $3.0 million versus the first six months of 2017 primarily due to:
•
Higher contribution to profits from surface protection films, primarily due to higher volume and improved mix ($3.8 million), partially offset by a sales return reserve for a quality claim ($1.5 million);

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•
Lower contribution to profits from personal care films, primarily due to lower volume in topsheet, elastics and other products ($3.4 million), partially offset by improved pricing on certain products ($1.3 million), net favorable impact from the change in U.S. Dollar value of currencies for operations outside of the U.S. ($0.9 million) and lower sales, general and administrative costs ($0.5 million);
•
Additional costs of $0.5 million associated with business development activities related to optical films; and
•
Realized cost savings associated with the previously announced project to consolidate domestic manufacturing facilities in PE Films ($1.8 million).
Capital Expenditures, Depreciation & Amortization
Capital expenditures in PE Films were $7.4 million in the first six months of 2018 compared to $7.8 million in the first six months of 2017. Capital expenditures are projected to be $32 million in 2018, including: $15 million of a total $25 million expected for North American capacity expansion for elastics products in Personal Care; new capacity for next generation products in Surface Protection ($6 million); and approximately $10 million for routine capital expenditures required to support operations. Depreciation expense was $7.6 million in the first six months of 2018 and $6.9 million in the first six months of 2017. Depreciation expense is projected to be $16 million in 2018.
Flexible Packaging Films
A summary of operating results from ongoing operations for Flexible Packaging Films, which is also referred to as Terphane, is provided below:
 
Three Months Ended
 
Favorable/
(Unfavorable)
% Change
 
Six Months Ended
 
Favorable/
(Unfavorable)
% Change
(In thousands, Except Percentages)
June 30,
 
June 30,
 
2018
 
2017
 
2018
 
2017
 
Sales volume (lbs)
23,701

 
21,966

 
7.9
%
 
47,018

 
44,028

 
6.8
%
Net sales
$
28,304

 
$
26,588

 
6.5
%
 
$
56,741

 
$
53,297

 
6.5
%
Operating profit (loss) from ongoing operations
$
1,294

 
$
(319
)
 
NA

 
$
3,008

 
$
(2,317
)
 
NA

Second-Quarter 2018 Results vs. Second-Quarter 2017 Results
Net sales and volume increased in the second quarter of 2018 compared with the second quarter of 2017 due to higher demand. Terphane was operating at full capacity utilization during the second quarter. To increase capacity, Terphane is spending approximately $1.8 million (including capital expenditures of $1 million and project expenses of $0.8 million) on a previously idled production line which was restarted in mid-June. Also during the second quarter, a nationwide trucking strike caused a disruption of shipments, lowering sales volume by approximately 0.9 million pounds.
Terphane’s operating results from ongoing operations in the second quarter of 2018 increased by $1.6 million versus the second quarter of 2017 primarily due to:
•
Significantly lower depreciation and amortization of $2.2 million resulting from the $101 million non-cash asset impairment loss recognized in the fourth quarter of 2017;
•
A benefit of $0.6 million primarily from higher volume and favorable foreign currency translation of Real-denominated operating costs, partially offset by a $0.4 million loss on foreign currency forward contracts that partially hedged Real-denominated operating costs;
•
One-time costs of $0.4 million related to the restarting of the idled production line referenced above; and
•
Net foreign currency transaction losses of $0.5 million (losses of $0.3 million in 2018 versus gains of $0.2 million in 2017).
Terphane’s quarterly financial results have been volatile, and the Company expects continued uncertainty and volatility until industry capacity utilization and the competitive dynamics in Latin America improve.     
Year-To-Date 2018 Results vs. Year-To-Date 2017 Results
Net sales and volume increased in the first six months of 2018 compared with the first six months of 2017 due to higher demand.

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Terphane’s operating results from ongoing operations in the first six months of 2018 increased by $5.3 million versus the first six months of 2017 primarily due to:
•
Significantly lower depreciation and amortization of $4.5 million resulting from the $101 million non-cash asset impairment loss recognized in the fourth quarter of 2017;
•
A benefit of $1.9 million primarily from higher volume and favorable foreign currency translation of Real-denominated operating costs, partially offset by a $0.4 million loss on foreign currency forward contracts that partially hedged Real-denominated operating costs;
•
One-time costs of $0.5 million related to the restarting of the idled production line referenced above; and
•
Net foreign currency transaction losses of $0.3 million (losses of $0.4 million in 2018 versus $0.1 million in 2017).
Capital Expenditures, Depreciation & Amortization
Capital expenditures in Terphane were $1.4 million in the first six months of 2018 compared to $1.2 million in the first six months of 2017. Terphane currently estimates that total capital expenditures in 2018 will be $5 million, including approximately $1 million to re-start the idled production line referenced above and $4 million for routine capital expenditures required to support operations. Depreciation expense was $0.4 million in the first six months of 2018 and $3.7 million in the first six months of 2017. Depreciation expense is projected to be $1.0 million in 2018. Amortization expense was $0.2 million in the first six months of 2018 and $1.5 million in the first six months of 2017, and is projected to be $0.5 million in 2018. Aggregate depreciation and amortization expense is projected at $1.5 million in 2018, down significantly from $10.5 million in 2017 due to the write-down of Terphane’s long-lived assets during the fourth quarter of 2017.
Aluminum Extrusions
A summary of operating results from ongoing operations for Aluminum Extrusions is provided below:
 
Three Months Ended
 
Favorable/
(Unfavorable)
% Change
 
Six Months Ended
 
Favorable/
(Unfavorable)
% Change
(In thousands, Except Percentages)
June 30,
 
June 30,
 
2018
 
2017
 
2018
 
2017
 
Sales volume (lbs) *
55,057

 
51,976

 
5.9
%