UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 21, 2004


Tredegar Corporation
(Exact Name of Registrant as Specified in its Charter)



Virginia
(State or Other Jurisdiction
of Incorporation)
1-10258
(Commission File
Number)
54-1497771
(I.R.S. Employer
Identification No.)

1100 Boulders Parkway
Richmond, Virginia

(Address of Principal Executive Offices)

23225
(Zip Code)


Registrant’s telephone number, including area code:     (804) 330-1000





Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

  99.1 Press Release, dated April 21, 2004 (furnished pursuant to Item 12).

Item 12. Results of Operations and Financial Condition.

        This Current Report on Form 8-K and the earnings press release attached hereto are being furnished by Tredegar Corporation pursuant to Item 12 of Form 8-K, in accordance with SEC Release Nos. 33-8176; 34-47226, insofar as they disclose historical information regarding our results of operations and financial condition for the first quarter of 2004.

        On April 21, 2004, Tredegar Corporation announced its results of operations for the first quarter of 2004. Furnished as Exhibit 99.1 and incorporated herein by reference is the press release by Tredegar Corporation containing that announcement.

        In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.



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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





Date: April 21, 2004
TREDEGAR CORPORATION


By: /s/ D. Andrew Edwards
————————————————
D. Andrew Edwards
Vice President, Chief Financial Officer
and Treasurer




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EX-99.1

Exhibit 99.1


     N E W S     N E W S     N E W S        

Tredegar Corporation
Corporate Communications
1100 Boulders Parkway
Richmond, Virginia 23225
E-mail: invest@tredegar.com
Web Site: www.tredegar.com
  Contact:
Mitzi S. Reynolds
Phone: 804/330-1134
Fax: 804/330-1177
E-mail: mitzireynolds@tredegar.com
                                  
FOR IMMEDIATE RELEASE

TREDEGAR REPORTS FIRST-QUARTER RESULTS

              RICHMOND, Va., April 21, 2004 – Tredegar Corporation (NYSE:TG) reported first-quarter income from continuing operations of $2.4 million (6 cents per share) compared to $4.9 million (12 cents per share) in 2003. Earnings from manufacturing operations were $7.0 million (18 cents per share) versus $7.8 million (20 cents per share) in 2003. First-quarter sales were $195.9 million compared to $182.0 million in 2003. A summary of first-quarter results from continuing operations is shown below:


(In millions, except per-share data) First Quarter Ended
March 31

2004 2003

Sales $ 195.9                       $ 182.0

Income from continuing operations as reported under      
   generally accepted accounting principles (GAAP) $ 2.4   $ 4.9
After-tax effects of:      
   Loss related to unusual items       .7
   Loss associated with plant shutdowns, asset      
      impairments and restructurings   7.0     .1
   Loss from Therics ongoing operations   1.6     2.1
   Gain on sale of other assets   (4.0 )  

Income from manufacturing operations* $ 7.0   $ 7.8

Diluted earnings per share from continuing operations as      
   reported under GAAP $ .06   $ .12
After-tax effects per diluted share of:      
   Loss related to unusual items       .02
   Loss associated with plant shutdowns, asset      
      impairments and restructurings   .18    
   Loss from Therics ongoing operations   .04     .06
   Gain on sale of other assets   (.10 )  

Diluted earnings per share from manufacturing operations* $ .18   $ .20


              * The after-tax effects of unusual items, plant shutdowns, asset impairments and restructurings, Therics’ ongoing operations, and gain on sale of other assets have been presented separately and removed from income and earnings per share from continuing operations as reported under GAAP to determine Tredegar’s presentation of income and earnings per share from manufacturing operations. Income and earnings per share from manufacturing operations are key financial and analytical measures used by Tredegar to gauge the operating performance of its manufacturing businesses. They are not intended to represent the stand-alone results for Tredegar’s manufacturing businesses under GAAP and should not be considered as an alternative to net income or earnings per share as defined by GAAP. They exclude items that we believe do not relate to Tredegar’s ongoing manufacturing operations. They also exclude Therics, a technology company that cannot be analyzed and valued by historical measures of earnings and cash flow. Therics’ prospects and value currently depend on its ability to develop, manufacture, market and profit from its orthopaedic product line. There is no assurance whether or when we might realize any return on our investment in Therics.

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TREDEGAR EARNINGS, page 2

              Norman A. Scher, Tredegar’s president and chief executive officer, said: “Results from our manufacturing operations were mixed, with our films business continuing to generate quarterly profits in the $10 million range while aluminum profits improved. We remain optimistic about our growth opportunities, but do not expect meaningful increases over current profit levels in films until late 2004 or early 2005. In aluminum, we are somewhat encouraged by first-quarter results as we continue to address overcapacity and pricing pressures.”

              Regarding Therics, Scher said: “Our efforts to transform Therics from a research organization into a sales and profit-driven business continue. We recently completed the initial launch of our bone void filler product line, and hope to see growing acceptance of our products during the year.”

MANUFACTURING OPERATIONS

Film Products

              First-quarter net sales in Film Products were $95.9 million, up 3% from $93.4 million in 2003. Operating profit from ongoing operations was $10.0 million versus $13.9 million last year. Volume for the quarter was 69.1 million pounds, down 6% from 73.3 million pounds in 2003. The increase in sales was primarily due to higher raw material-driven selling prices.

              Last year’s results include sales of certain domestic backsheet to P&G that were discontinued at the end of the first quarter of 2003.

              Net sales, operating profit from ongoing operations and volume in the fourth quarter of 2003 were $91.5 million, $10.8 million and 67.7 million pounds, respectively.

              Profits in Film Products continue to be affected by costs related to new products and slower than expected new product sales. In recent years, Film Products has invested aggressively in developing and commercializing new elastic, apertured and specialty films. The company has successfully introduced a variety of new elastic diaper laminates and feminine hygiene topsheet products to several global customers, and sales of new specialty packaging and protective films are growing. These activities are not expected to drive meaningful profit growth until late 2004 or early 2005.

              Capital expenditures were $10 million in the first quarter. Film Products expects to spend at least $40 million in 2004 compared to $57 million in 2003. About $50 million of the capital being spent in 2003 and 2004 is for strategic projects that support new product and global expansion efforts. If successful, these strategic projects are expected to generate incremental sales of approximately $65 million per year. Roughly $20 million of the strategic capital is for customer-specific projects that include take-or-pay type arrangements.

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TREDEGAR EARNINGS, page 3

              Film Products will continue to pursue opportunities to restructure operations to improve performance. The company’s plant in New Bern, North Carolina, is scheduled to close in the third quarter of this year, and its plant in San Juan, Argentina, is for sale.

Aluminum Extrusions

              First-quarter net sales in Aluminum Extrusions were $95.2 million, up 13% from $84.5 million in 2003 while volume was up 7% to 58.0 million pounds from 54.0 million pounds in 2003. Operating profit from ongoing operations increased to $3.7 million, up from $1.2 million in 2003 primarily due to the increase in volume.

              Tredegar’s aluminum business continues to be challenged by excess capacity and competitive pressures. Earlier this month, Tredegar announced the consolidation of Aluminum Extrusions’ Canadian operations, including closing its plant in Aurora, Ontario. The company plans to move the Aurora plant’s largest press to the plant in Pickering, Ontario, where it will invest $8 million to upgrade the press and enlarge the facility. This consolidation is expected to reduce annual operating costs by approximately $2 million.

              First-quarter capital expenditures were $2 million and are expected to be approximately $15 million for the year.

THERICS

              The first-quarter operating loss from ongoing operations at Therics was $2.5 million compared to a loss of $3.3 million in 2003. Quarterly operating losses are expected to continue at about the first-quarter level until meaningful sales are achieved.

OTHER ITEMS

              First-quarter results include a net after-tax charge of $7.0 million (18 cents per share) for plant shutdowns, asset impairments and restructurings associated primarily with the planned shutdown of the aluminum extrusions plant in Aurora, Ontario. The plant is scheduled to close by January 31, 2005, and the company expects to incur additional charges of approximately $2.3 million ($1.5 million after taxes or 4 cents per share) over the next 10 months. First-quarter results also include a net after-tax gain on the sale of securities of $4.0 million (10 cents per share).

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TREDEGAR EARNINGS, page 4

              Last year’s first-quarter results include a net after-tax charge of $748,000 (2 cents per share) related primarily to an adjustment for depreciation at Therics. Results for 2003 also include a net after-tax loss from discontinued operations of $49.5 million ($1.28 per share) related to discontinued venture capital activities.

              Additional details regarding these items are provided in the financial tables included with this press release.

CAPITAL STRUCTURE

              Net debt (debt net of cash and receivable from securities brokers) was $67 million, or less than one times the last twelve months adjusted EBITDA. During the quarter, Tredegar received a tax refund of approximately $55 million related to the sale of its venture capital investments and used $50 million to repay debt in April.

              See notes to financial tables for reconciliations to comparable GAAP measures.

QUARTERLY CONFERENCE CALL

              Tredegar management will host a conference call on April 22 at 11:00 a.m. EDT to discuss its earnings results. Individuals can access the call by dialing 888-662-7338. Individuals calling from outside the United States should dial 706-679-4074. A replay of the call will be available, beginning at 2:00 p.m. on April 22 through April 29, by dialing 800-642-1687 (domestic) or 706-645-9291 (international), conference ID 6737088.

              Alternatively, individuals may listen to the live audio webcast of the presentation by visiting the Tredegar Web site at www.tredegar.com. The webcast of the call may be accessed by selecting the “Webcast of first-quarter results” link on the home page. An archived version of the call will be available for replay on the Web site for approximately two weeks.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

              The words “believe,” “hope,” “expect,” “are likely,” and similar expressions identify “forward-looking” statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements, including without limitation the following:

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TREDEGAR EARNINGS, page 5

              Film Products is highly dependent on sales to one customer, which comprised approximately 30% of Tredegar’s net sales in 2003. Film Products’ success in this regard depends on its ability to develop products that meet this customer’s requirements as well as market acceptance of this customer’s products. Our ability to grow Film Products and attract new customers depends on developing and delivering new products, especially in the personal care market. Personal care products are now being made with a variety of new materials, replacing traditional backsheet and other components. While we have substantial technical resources, there can be no assurance that our new products can be brought to market successfully, or at the same level of profitability and market share of replaced films. A shift in customer preferences away from our technologies, our inability to develop and deliver new profitable products, or delayed acceptance of our new products in domestic and foreign markets, could have a material adverse effect on our business.

              Aluminum Extrusions is a cyclical business that is highly dependent on the economic conditions of its end-use markets in the U.S. and Canada, particularly in the construction, distribution and transportation industries. This business is also subject to seasonal slowdowns during the winter months. Aluminum Extrusions is under increasing domestic and foreign competitive pressures, including a growing presence of Chinese imports in a number of its markets.

              Therics’ prospects and value depend on its ability to develop, manufacture, market, sell and profit from its orthopaedic product line and to achieve specified milestones, all of which will depend on its preclinical, clinical, regulatory, procurement, manufacturing, and sales and marketing capabilities or, where appropriate, its ability to enter into satisfactory arrangements with third parties to provide those functions.

              Future performance is also influenced by the costs incurred by Tredegar’s businesses. There is no assurance that cost control efforts will offset cost increases or any additional declines in revenues. Likewise, there is no assurance of our ability to pass through to our customers cost increases in raw materials.

              Tredegar does not undertake to update any forward-looking statement made in this press release to reflect any change in management’s expectations or any change in conditions, assumptions or circumstances on which such statements are based.

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TREDEGAR EARNINGS, page 6

              To the extent that this release contains non-GAAP financial measures, it also presents both the most directly comparable financial measures calculated and presented in accordance with GAAP and a quantitative reconciliation of the difference between any such non-GAAP measures and such comparable GAAP financial measures. Accompanying the reconciliation is management’s statement concerning the reasons why management believes that presentation of non-GAAP measures provides useful information to investors concerning Tredegar’s financial condition and results of operations.

              Based in Richmond, Va., Tredegar Corporation is a global manufacturer of plastic films and aluminum extrusions. Tredegar is also developing and marketing bone graft substitutes through its Therics subsidiary.

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Tredegar Corporation
Condensed Consolidated Statements of Income
(In Thousands, Except Per-Share Data)
(Unaudited)


Three Months Ended
March 31
 
 
2004 2003


Sales $ 195,919                   $ 182,045  
Other income (expense), net   6,106     723  


    202,025     182,768  


  
Cost of goods sold   163,744     149,501  
Freight   4,827     4,188  
Selling, R&D and general expenses   17,944     18,191  
Amortization of intangibles   67     67  
Interest expense   923     2,103  
Plant shutdowns, asset impairments and restructurings (a)   10,783     85  
Unusual items (b)       1,067  


    198,288     175,202  


  
Income before income taxes   3,737     7,566  
Income taxes   1,308     2,707  


  
Income from continuing operations   2,429     4,859  
Discontinued operations (c):        
     Loss from venture capital investment activities (including        
         an after-tax loss on the sale of the venture capital        
         investment portfolio of $49.2 million in 2003)       (49,516 )


  
Net income (loss) (a) (b) (c) (d) $ 2,429   $ (44,657 )


  
Earnings (loss) per share:        
  Basic:
     Continuing operations $ .06   $ .13  
     Discontinued operations       (1.30 )


     Net income (loss) $ .06   $ (1.17 )


  
  Diluted:        
     Continuing operations $ .06   $ .12  
     Discontinued operations       (1.28 )


     Net income (loss) $ .06   $ (1.16 )


  
Shares used to compute earnings (loss) per share:        
  Basic   38,229     38,179  
  Diluted   38,435     38,578  

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Tredegar Corporation
Net Sales and Operating Profit by Segment
(In Thousands)
(Unaudited)


Three Months Ended
March 31
 
 
2004 2003


Net Sales                       
Film Products $ 95,886   $ 93,384  
Aluminum Extrusions   95,195     84,473  
Therics   11      


Total net sales   191,092     177,857  
Add back freight   4,827     4,188  


Sales as shown in the Consolidated        
     Statements of Income $ 195,919   $ 182,045  


   
Operating Profit        
Film Products:        
     Ongoing operations $ 10,024   $ 13,928  
     Plant shutdowns, asset impairments and        
         restructurings (a)   (1,203 )   (85 )
   
Aluminum Extrusions:        
     Ongoing operations   3,683     1,211  
     Plant shutdowns, asset impairments and        
         restructurings (a)   (9,580 )    
   
Therics:        
     Ongoing operations   (2,491 )   (3,297 )
     Unusual items (b)       (1,067 )


   
Total   433     10,690  
Interest income   74     424  
Interest expense   923     2,103  
Gain on the sale of corporate assets (b)   6,134      
Corporate expenses, net   1,981     1,445  


Income before income taxes   3,737     7,566  
Income taxes   1,308     2,707  


Income from continuing operations   2,429     4,859  
Income (loss) from discontinued operations (c)       (49,516 )


Net income (loss) (a) (b) (c) (d) $ 2,429   $ (44,657 )



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Tredegar Corporation
Condensed Consolidated Balance Sheets
(In Thousands)
(Unaudited)


March 31,
2004
December 31,
2003


Assets        
  
Cash & cash equivalents $ 69,401                  $ 19,943  
Receivable from securities brokers   1,142      
Accounts & notes receivable   100,712     84,110  
Income taxes recoverable   2,414     61,508  
Inventories   48,569     49,572  
Deferred income taxes   12,069     10,998  
Prepaid expenses & other   4,852     5,015  


Total current assets   239,159     231,146  
  
Property, plant & equipment, net   292,394     297,476  
Other assets   80,358     83,855  
Goodwill & other intangibles   140,306     140,548  
  


Total assets $ 752,217   $ 753,025  


  
Liabilities and Shareholders’ Equity        
  
Accounts payable $ 53,873   $ 46,706  
Accrued expenses   44,675     42,456  
Current portion of long-term debt   10,000     8,750  


Total current liabilities   108,548     97,912  
  
Long-term debt   127,421     130,879  
Deferred income taxes   61,570     66,276  
Other noncurrent liabilities   9,307     10,559  
Shareholders’ equity   445,371     447,399  
  


Total liabilities and shareholders’ equity $ 752,217   $ 753,025  



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Tredegar Corporation
Condensed Consolidated Statement of Cash Flows
(In Thousands)
(Unaudited)


Three Months Ended
March 31
 
 
2004 2003


Cash flows from operating activities:                      
     Net income (loss) $ 2,429   $ (44,657 )
     Adjustments for noncash items:        
         Depreciation   8,202     7,824  
         Amortization of intangibles   67     67  
         Deferred income taxes   (3,860 )   33,048  
         Accrued pension income and postretirement benefits   (980 )   (1,332 )
         Loss on venture capital investments       70,256  
         Gain on sale of corporate assets   (6,134 )    
         Loss on asset impairments and divestitures   7,796      
     Changes in assets and liabilities, net of effects of acquisitions        
         and divestitures:        
         Accounts and notes receivables   (16,860 )   7,401  
         Inventories   859     846  
         Income taxes recoverable   59,084     (48,043 )
         Prepaid expenses and other   170     (515 )
         Accounts payable   7,371     4,448  
         Accrued expenses   2,134     1,196  
     Other, net   (1,331 )   1,203  


         Net cash provided by operating activities   58,947     31,742  


Cash flows from investing activities:        
     Capital expenditures   (11,491 )   (11,929 )
     Venture capital investments       (2,807 )
     Proceeds from sale of venture capital investments       21,504  
     Proceeds from the sale of corporate assets and property disposals   6,040      
     Other, net   (734 )   (747 )


         Net cash used in investing activities   (6,185 )   6,021  


Cash flows from financing activities:        
     Dividends paid   (1,537 )   (1,526 )
     Net decrease in borrowings   (2,208 )   (12,645 )
     Repurchases of Tredegar common stock       (1,939 )
     Proceeds from exercise of stock options   441     81  


         Net cash used in financing activities   (3,304 )   (16,029 )


Increase in cash and cash equivalents   49,458     21,734  
Cash and cash equivalents at beginning of period   19,943     109,928  


Cash and cash equivalents at end of period $ 69,401   $ 131,662  



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Selected Financial Measures
(In Millions)
(Unaudited)


  For the Twelve Months Ended March 31, 2004
 
  Film
Products
  Aluminum
Extrusions
  Therics   Total  




Operating profit (loss) from ongoing operations $ 41.8            $ 17.6            $ (10.8 )          $ 48.6  
Allocation of corporate overhead   (5.4 )   (2.5 )       (7.9 )
Add back depreciation and amortization   20.1     11.0     1.6     32.7  




Adjusted EBITDA (e) $ 56.5   $ 26.1   $ (9.2 ) $ 73.4  




  
Selected balance sheet and other data as of March 31, 2004:                
     Cash invested to date in Therics $ 67.1              
     Net debt (f) $ 66.9              
     Shares outstanding   38.4              

Notes to the Financial Tables


(a) Plant shutdowns, asset impairments and restructurings in 2004 include:

A pretax charge of $9.6 million related to the planned shutdown of an aluminum extrusions facility in Aurora, Ontario, including asset impairment charges of $7.1 million and severance and other employee-related costs of $2.5 million;

Pretax charges of $666,000 related to accelerated depreciation in Film Products; and

A pretax charge of $537,000 related to severance and other employee-related costs associated with the shutdown of the film manufacturing facility in New Bern, North Carolina.

  Plant shutdowns, asset impairments and restructurings in 2003 include pretax charges of $85,000 for additional costs incurred related to previously announced plant shutdowns in Film Products.

(b) Unusual items in 2003 include a first-quarter pretax charge of $1.1 million related to an adjustment for depreciation at Therics based on Tredegar’s decision to suspend divestiture efforts.

  Gain on the sale of corporate assets in 2004 include gains related to the sale of public equity securities. There were no public equity securities held at March 31, 2004.

(c) On March 7, 2003, Tredegar announced that Tredegar Investments had reached definitive agreements to sell substantially all of its venture capital investment portfolio. The operating results associated with venture capital investment activities have been reported as discontinued operations. Discontinued operations for 2003 also include an expected loss on the divestiture of the venture capital investment portfolio of $49.2 million after taxes.

(d) Comprehensive income (loss), defined as net income and other comprehensive income (loss), was a loss of $1 million for the first quarter of 2004 and a loss of $41.8 million for the first quarter of 2003. Other comprehensive income (loss) includes changes in: unrealized gains and losses on available-for-sale securities, foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments and minimum pension liability recorded net of deferred taxes directly in shareholders’ equity.

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(e) Adjusted EBITDA represents income from continuing operations before interest, taxes, depreciation, amortization, unusual items and losses associated with plant shutdowns, asset impairments and restructurings and gain on sale of corporate assets. Adjusted EBITDA is not intended to represent cash flow from operations as defined by GAAP and should not be considered as either an alternative to net income (as an indicator of operating performance) or to cash flow (as a measure of liquidity). Tredegar uses Adjusted EBITDA as a measure of unlevered (debt-free) operating cash flow. We also use it when comparing relative enterprise values of manufacturing companies and when measuring debt capacity. When comparing the valuations of a peer group of manufacturing companies, we express enterprise value as a multiple of Adjusted EBITDA. We believe Adjusted EBITDA is preferable to operating profit and other GAAP measures when applying a comparable multiple approach to enterprise valuation because it excludes depreciation and amortization, unusual items and losses associated with plant shutdowns, asset impairments and restructurings, measures of which may vary among peer companies.

(f) Net debt is calculated as follows (in millions):

                     Debt $ 137.4  
Less:    
    Cash and cash equivalents   (69.4 )
    Receivable from securities brokers   (1.1 )

Net debt $ 66.9  


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