17 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 4, 2001 Commission File Number 1-5911 SPARTECH CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 43-0761773 (State or other jurisdiction of (I.R.S Employer incorporation or organization) Identification No.) 120 South Central Avenue, Suite 1700, Clayton, Missouri 63105 (Address of principal executive offices) (314) 721-4242 (Registrant's telephone number, including area code) Indicate by checkmark 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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No Number of common shares outstanding as of August 4, 2001: Common Stock, $.75 par value per share 26,768,952 SPARTECH CORPORATION AND SUBSIDIARIES INDEX August 4, 2001 PART I. FINANCIAL INFORMATION PAGE CONSOLIDATED CONDENSED BALANCE SHEET - as of August 4, 2001 and October 28, 2000 3 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS - for the quarter and nine months ended August 4, 2001 and July 29, 2000 4 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS - for nine months ended August 4, 2001 and July 29, 2000 5 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 PART II. OTHER INFORMATION 16 SIGNATURES 17 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS SPARTECH CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (Dollars in thousands) ASSETS Aug. 4, 2001 (unaudited) Oct. 28, 2000 Current Assets Cash and equivalents $ 9,191 $ 10,495 Receivables, net 130,403 143,733 Inventories 97,457 95,130 Prepayments and other 8,481 8,443 Total Current Assets 245,532 257,801 Property, Plant and Equipment 390,286 412,373 Less accumulated depreciation 113,490 100,752 Net Property, Plant and Equipment 276,796 311,621 Goodwill 294,590 305,153 Other Assets 16,129 14,394 $833,047 $888,969 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Current maturities of long-term debt $ 18,208 $ 18,667 Accounts payable 82,075 90,077 Accrued liabilities 25,578 38,016 Total Current Liabilities 125,861 146,760 Long-Term Debt, Less Current Maturities 289,954 334,178 Other Liabilities 50,493 47,009 Total Long-Term Liabilities 340,447 381,187 Company-obligated manditorily redeemable convertible preferred securities of Spartech Capital Trust holding solely convertible subordinated debentures 150,000 150,000 Shareholders' Equity Common stock, 28,067,023 shares issued in 2001 and 2000 21,039 21,039 Contributed capital 95,490 95,241 Retained earnings 141,883 126,149 Treasury stock, at cost, 1,298,071 shares in 2001 and 1,203,456 shares in 2000 (28,713) (25,306) Accumulated Other Comprehensive Income (12,960) (6,101) Total Shareholders' Equity 216,739 211,022 $833,047 $888,969 See accompanying notes to consolidated condensed financial statements. SPARTECH CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (Unaudited and dollars in thousands, except per share data) QUARTER ENDED NINE MONTHS ENDED Aug. 4, July 29, Aug. 4, July 29, 2001 2000 2001 2000 Net Sales $222,820 $255,935 $703,303 $711,050 Costs and Expenses Cost of sales 186,296 208,250 584,419 581,309 Selling and administrative 13,865 14,764 43,042 41,250 Write-down of long-lived assets 5,550 - 5,550 - Amortization of intangibles 2,040 1,874 6,130 4,591 207,751 224,888 639,141 627,150 Operating Earnings 15,069 31,047 64,162 83,900 Interest 5,477 6,099 19,320 14,871 Distributions on preferred securities of Spartech capital trusts 2,563 2,563 7,688 5,573 Earnings Before Income Taxes 7,029 22,385 37,154 63,456 Income Taxes 2,370 8,781 13,817 24,904 Net Earnings $ 4,659 $ 13,604 $ 23,337 $ 38,552 Net Earnings Per Common Share: Basic $ .17 $ .50 $ .87 $ 1.41 Diluted $ .17 $ .46 $ .87 $ 1.32 Dividends Per Common Share $ .095 $ .085 $ .285 $ .255 See accompanying notes to consolidated condensed financial statements. SPARTECH CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Unaudited and dollars in thousands) NINE MONTHS ENDED Aug. 4, 2001July 29, 2000 Cash Flows From Operating Activities Net earnings $ 23,337 $ 38,552 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 27,089 23,827 Write-down of long-lived assets 5,550 - Change in current assets and liabilities, net of effects of acquisitions (12,049) (27,304) Other, net 528 1,815 Net cash provided by operating activities 44,455 36,890 Cash Flows From Investing Activities Capital expenditures (11,830) (20,561) Retirement of assets 1,175 86 Business (Acquisitions)/Dispositions 20,721 (216,765) Net cash used for investing activities 10,066 (237,240) Cash Flows From Financing Activities Bank borrowings (payments) for business Acquisitions / Dispositions (20,721) 216,765 Net borrowings (payments) on revolving credit facilities (22,640) 8,146 Payments on bonds and leases (762) (1,565) Debt issuance costs - (2,915) Cash dividends on common stock (7,604) (7,074) Stock options exercised 1,189 1,887 Treasury stock acquired (5,287) (11,631) Net cash (used for) provided by financing activities (55,825) 203,613 Effect of exchange rate changes on cash and equivalents - (17) (Decrease) Increase In Cash and Equivalents (1,304) 3,246 Cash and Equivalents At Beginning Of Period 10,495 8,890 Cash and Equivalents At End Of Period $ 9,191 $ 12,136 See accompanying notes to consolidated condensed financial statements. SPARTECH CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited and dollars in thousands, except per share amounts) Note A - Basis of Presentation Our consolidated financial statements include the accounts of Spartech Corporation and its wholly owned subsidiaries. These financial statements have been prepared on a condensed basis and, accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring adjustments and non-recurring expenses discussed in Note G) and disclosures necessary to make the information presented therein not misleading. These financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in our October 28, 2000 Annual Report on Form 10-K. Our fiscal year ends on the Saturday closest to October 31. Fiscal year 2001 will include 53 weeks compared to 52 weeks in 2000. As a result, the nine months ended August 4, 2001 consists of 40 weeks, compared to the 39 weeks in the nine months ended July 29, 2000. Operating results for any quarter are traditionally seasonal in nature and are not necessarily indicative of the results expected for the full year. Note B - Inventories Inventories are valued at the lower of cost (first-in, first-out) or market. Inventories at August 4, 2001 and October 28, 2000 are comprised of the following components: 2001 2000 Raw materials $ 60,110 $ 55,253 Finished goods 37,347 39,877 $ 97,457 $ 95,130 SPARTECH CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited and dollars in thousands, except per share amounts) Note C - Cash Flow Information Supplemental information on cash flows and noncash transactions for the nine months ended August 4, 2001 and July 29, 2000 is as follows: 2001 2000 Cash paid for: Interest $ 23,868 $ 17,417 Income taxes $ 9,254 $ 18,288 Note D - Comprehensive Income Comprehensive Income is an entity's change in equity during the period from transactions, events and circumstances from non-owner sources. A summary of our components of Total Comprehensive Income follows: QUARTER ENDED NINE MONTHS ENDED Aug. 4, July 29, Aug. 4, July 29 2001 2000 2001 2000 Net Earnings $ 4,659 $ 13,604 $ 23,337 $ 38,552 Foreign currency translation adjustments (1,758) (219) (2,216) (737) Cash flow hedge adjustments (612) - (4,642) - Total Comprehensive Income $ 2,289 $ 13,385 $ 16,479 $ 37,815 SPARTECH CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited and dollars in thousands, except per share amounts) Note E - Segment Information Spartech's forty-five facilities are organized into three reportable segments based on the nature of the products manufactured. QUARTER NINE MONTHS ENDED N 2001 2000 2001 2000 e t S a l e s * Custom Sheet & Rollstock $148,525 $168,935 $464,065 $ 458,816 Color & Specialty Compounds 53,143 60,923 166,459 178,952 Molded & Profile Products 21,152 26,077 72,779 73,282 Total Net Sales $222,820 $255,935 $703,303 $ 711,050 O p e r a t i n g E a r n i n g s Custom Sheet & Rollstock $ 17,457 $ 21,200 $ 52,708 $ 56,247 Color & Specialty Compounds 6,077 8,333 18,893 23,323 Molded & Profile Products 2,276 3,677 7,594 9,756 Corporate/Other (10,741) (2,163) (15,033) (5,426) Total Operating Earnings $ 15,069 $ 31,047 $ 64,162 $ 83,900 * Excludes intersegment sales of $6,631 and $6,075 for the three months ended August 4, 2001 and July 29, 2000, respectively, and $21,966 and $18,829 for the nine months ended August 4, 2001 and July 29, 2000, respectively. Note F - Recently Adopted Accounting Standards SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133, and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, was effective for the Company as of October 29, 2000. SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at fair value and that the changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. On November 8, 2000, the Company entered into an interest rate swap as a hedge of $125,000 of variable rate credit facilities. On June 25, 2001, the Company extended the existing interest rate swap by 2 years to November 2004 and decreased the swap's interest rate by .425%. As of August 4, 2001, the Company has recorded approximately $4.6 million as a liability and a reduction of comprehensive income reflecting the reduction in value related to the decline in interest rates since the interest rate swap's inception. Note G - Non-Recurring Expenses The Company implemented a series of cost reduction actions to further streamline its core operations, increase production efficiencies, and strengthen the Company's position for future growth. These streamlining efforts included the closing of three additional plant facilities (Charleston, South Carolina; Greensboro, Georgia; and Oxnard, California). The majority of the actions, which have already been initiated, will be completed within the next 90 days, and in no event will the closing of the facilities or transfer of business to other Spartech facilities, take more than 9-12 months to be fully affected. In connection with these efforts, the Company recorded $9.1 million in non- recurring pre-tax expenses for costs incurred on the operations slated for closedown, including the writedowns for the impairment of long-lived assets. The non-recurring expenses consisted of $5.6 million related to the impairment of long-lived assets and $3.5 million related to severance, phase out, and other exit costs recorded in cost of sales. The assets impaired are made up of various production machinery & support equipment, and real estate holdings of the effected facilities. The impairment charges adjusted the carrying values of these assets to fair value less the cost to sell. The fair value was determined by using current selling prices for similar assets. All the asset impairment charges and the majority of the non-recurring expenses were reflected as a Corporate/Other operating expense. Note H - Disposition On August 9, 2001, Spartech announced that it completed the sale of its custom molded product businesses based in Canada for $25 million to a group of former managers. These two businesses, Spartech Industries--Thin-Wall Containers and Spartech Industries--Custom Molded Products, consist of three production facilities (two in Ontario and one in Quebec) and represented approximately $35 million of Spartech's fiscal 2000 sales. The proceeds, which consist of approximately $23 million in cash and a $2 million interest-bearing note, contributed cash of $20.7 million in the quarter. The remaining $2.5 million of cash will be received upon final accounting for the transaction, while the note matures in five years. Note I - Recently Issued Accounting Standard In July 2001, The Financial Accounting Standards Board issued Statement No. 141 "Business Combinations," and Statement No. 142, "Goodwill and Other Intangible Assets." Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Statement 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized against earnings, but instead be tested for impairment at least annually. The Company is required to adopt the provisions of Statement 141 immediately. Statement 142 could be effective for the Company's fiscal year 2002, if early adoption is elected; otherwise it will b effective for fiscal 2003. The Company currently has unamortized goodwill of approximately $294.6 million, which will be subject to the transition provisions of Statements 141 and 142. Under the new rules, the Company would eliminate the amortization expense related to goodwill (which totaled $6.6 million and $6.1 million for the year ended October 28, 2000 and the nine months ended August 4, 2001, respectively) and record impairment losses, if any, subject to periodic tests for impairment. The Company is currently evaluating the full impact of adopting Statement 142. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The Company's fiscal year ends on the Saturday closest to October 31. Fiscal year 2001 will include 53 weeks compared to 52 weeks in 2000. As a result, the nine months ended August 4, 2001 consists of 40 weeks, compared to the 39 weeks in the first nine months ended July 29, 2000. The operating results presented below include discussions on a percentage of sales basis for more meaningful comparisons. Net sales were $222.8 million and $703.3 million for the quarter and nine months ended August 4, 2001, representing a 13% and 1% decrease from the similar periods in 2000. The primary reason for the decrease during the quarter and nine months was the reduction in resin pricing impacting the sales price and decreases for the slow down in the volume sold to the automotive and manufactured housing markets, partially offset with changes in product mix to higher value products. The Company's fiscal 2001 third quarter operating earnings were 15.1 million or 6.8% of sales after non-recurring expenses ($24.2 million before $9.1 million of non-recurring expenses or 10.8% of sales) compared to the $31.0 million or 12.1% of sales reported for the third quarter last year. The nine months 2001 operating earnings were $64.2 million or 9.1% of sales after non-recurring expenses ($73.3 million before $9.1 million of non- recurring expenses or 10.4% of sales) compared to the $83.9 million or 11.8% of sales reported for the similar period last year. Third quarter and nine month 2001 net earnings, after non-recurring expenses, were $4.7 million and $23.3 million, or $0.17 and $0.87 per diluted share, compared to the $13.6 million and $38.6 million, or $0.46 and $1.32 per diluted share, reported in 2000. Before the impact of the $9.1 million or $.22 per share of after tax non-recurring expenses, third quarter 2001 net earnings per diluted share was $.39 compared with the $.46 in the prior year quarter. Our Custom Sheet & Rollstock segment generated sales of $464.1 million during the first nine months of 2001 up 1% compared to the $458.8 million in the first nine months of 2000 due to the fiscal 2000 acquisition of Uniroyal's HPP Group offset by "resin price reduction pass throughs" and a decrease in incremental margin business. Sales decreased 7% for the Color & Specialty Compounds group to $166.5 million in the first nine months of 2001. This decrease was caused by lower average selling prices related to resin price reductions and transportation-related customers continuing their inventory reduction programs, lowering overall volume shipped. Our Molded & Profile Products group generated $72.8 million in sales for the first nine months of 2001 a 1% decrease due to lower than projected demand at our profile units, along with the sale of three Canadian molded products operations, offset by a strong performance at the custom engineered wheels business. Cost of sales increased to $584.4 million for the nine months ended August 4, 2001, compared with $581.3 million for the same period in 2000, and increased to 83.1% of net sales for 2001 from 81.8% for 2000. Our less favorable cost of sales percentage in 2001 represents the impact on productivity of lower demand in the transportation and manufactured housing markets and the impact of $3.5 million of non-recurring expenses primarily related to severance, phase out, and other exit costs incurred upon closing three facilities. Selling and administrative expenses were $43.0 million for the nine months ended August 4, 2001 compared to $41.3 million for the similar periods in 2000. On a percentage of net sales basis, selling and administrative costs for the nine months increased to 6.1% from 5.8% in 2000. Increased bad debt expense and the fiscal 2000 acquisitions were the primary reasons for the increase. Operating earnings for the nine months ended August 4, 2001 were $64.2 million or 9.1% of net sales ($73.3 million or 10.4% of net sales before non- recurring expenses), compared to $83.9 million or 11.8% of net sales for the nine months in 2000. The decrease in operating earnings was primarily due to sluggish demand in the transportation and building & construction markets. The Company implemented a series of cost reduction actions to further streamline its core operations, increase production efficiencies, and strengthen the Company's position for future growth. These streamlining efforts included the closing of three additional plant facilities (Charleston, South Carolina; Greensboro, Georgia; and Oxnard, California). The majority of the actions, which have already been initiated, will be completed within the next 90 days, and in no event will the closing of the facility or transfer of business to other Spartech facilities, take more than 9-12 months to be fully affected. In connection with these efforts, the Company recorded $9.1 million in non- recurring pre-tax expenses for costs incurred on the operations slated for closedown, including the writedowns for the impairment of long-lived assets. The non-recurring expenses consisted of $5.6 million related to the impairment of long-lived assets and $3.5 million related to severance, phase out, and other exit costs recorded in cost of sales. The impairment charges adjusted the carrying values of these assets to fair value less the cost to sell. The fair value was determined by using current selling prices for similar assets. All the asset impairment charges and the majority of the non-recurring expenses were reflected as a Corporate/Other operating expense Interest expense and Distributions on Preferred Securities Distributions for the nine months ended August 4, 2001 of $27.0 million increased from $20.4 million for the same period in 2000 as a result of borrowings related to the acquisitions completed in 2000, offset by $44.1 repayment of debt, lower interest rates on floating-rate debt, and more favorable vendor discount terms. The effective tax rate for the third quarter of 2001 was 33.7% compared to the third quarter of 2000 of 39.2%. The third quarter 2001 rate reflects the benefit received from tax credits on amended prior year returns. Our effective tax rate was approximately 37.2% and 39.1% for the nine months ending August 4, 2001 and July 29, 2000 reflecting an improvement in our combined state tax rate and ongoing benefits from R&D tax credits. The expected effective tax rate for the year should continue to be approximately 37%. Environmental We operate under various laws and regulations governing employee safety, the quantities of specified substances that may be emitted into the air, discharged into waterways, and otherwise disposed of on and off our properties. We do not anticipate that future expenditures for compliance with these laws and regulations will have a material effect on its capital expenditures, earnings, or competitive position. The plastic resins we use in our production process are crude oil or natural gas derivatives which are available from a number of domestic and foreign suppliers. Accordingly, our raw materials are only somewhat affected by supply, demand, and price trends of the petroleum industry. The pricing of resins tends to be independent of crude oil or natural gas except in periods of anticipated or actual shortages. We are not aware of any trends in the petroleum industry which will significantly affect its sources of raw materials in 2001. Liquidity and Capital Resources Cash Flow Our primary sources of liquidity have been cash flows from operating activities and borrowings from third parties. Our principal uses of cash have been to support our operating activities, invest in capital improvements, and finance strategic acquisitions. Our cash flows for the periods indicated are summarized as follows: Nine Months 2001 2000 (Dollars in millions) Net cash provided by operating activities $ 44.5 $ 36.9 Net cash provided by (used for) investing activities $ 10.1 $(237.2) Net cash (used for) provided by financing activities $ (55.8) $ 203.6 (Decrease) Increase in cash and equivalents $ (1.3) $ 3.2 Operating cash flow provided by net earnings decreased 39.5% to $23.3 in the first nine months of 2001 compared to the corresponding period of the prior year. Operating cash flows used for changes in working capital totaled $12.0 million for the nine months ended August 4, 2001 as compared to $27.3 million in 2000. The larger fiscal 2000 working capital increase was the result of several inventory pre-buys, increasing resin prices and higher sales volume during that period. Our primary investing activities are capital expenditures and acquisitions of businesses in the plastics industry. Capital expenditures are primarily incurred to maintain and improve productivity, as well as to modernize and expand facilities. Capital expenditures for the nine months ended August 4, 2001 and July 29, 2000 were $11.8 million and $20.6 million, respectively. We anticipate total fiscal 2001 capital expenditures of less than $20 million. While this amount is well under our $29.2 million incurred in fiscal 2000, it is sufficient for all expected maintenance and operating enhancements desired in 2001. The sale of three non-core Canadian custom molding operations generated $20.7 million in cash in the third quarter The cash flows used for financing activities were $55.8 million for the first nine months of 2001. The primary activity was the paydown of bank borrowings of $44.1 million, cash dividend payments of $7.6 million, and purchases of treasury stock, net of options exercised, of $4.1 million. Impact of Recently Issued Accounting Standards In July 2001, The Financial Accounting Standards Board issued Statement No. 141 "Business Combinations," and Statement No. 142, "Goodwill and Other Intangible Assets." Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Statement 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized against earnings, but instead be tested for impairment at least annually. The Company is required to adopt the provisions of Statement 141 immediately, but Statement 142 will not be effective until its fiscal year 2003, unless early adoption is elected for fiscal 2002. The Company currently has unamortized goodwill of approximately $294.6 million, which will be subject to the transition provisions of Statements 141 and 142. Under the new rules, the Company would eliminate the amortization expense related to goodwill (which totaled $6.6 million and $6.1 million for the year ended October 28, 2000 and the nine months ended August 4, 2001, respectively) and record impairment losses, if any, subject to periodic tests for impairment. The Company is currently evaluating the full impact of adopting Statement 142. Forward Looking Statements The information presented herein contains certain forward-looking statements, defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent our judgement relating to, among other things, future results of operations, growth plans, sales, capital requirements and general industry and business conditions applicable to us. They are based largely on our current expectations. Our actual results could differ materially from the information contained in the forward-looking statements due to a number of factors, including changes in the availability and cost of raw materials, changes in the economy or the plastics industry in general, other unanticipated events that may prevent us from competing successfully in existing or new markets, and our ability to manage our growth effectively. Investors are also directed to the discussion of risks and uncertainties associated with forward- looking statements contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. PART II - OTHER INFORMATION Item 6 (a). Exhibits 10 Employment Agreement between George A. Abd and Spartech Corporation dated March 1, 2001. 11 Statement re Computation of Per Share Earnings Item 6 (b). Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPARTECH CORPORATION (Registrant) Date: September 17, 2001 /S/ Bradley B. Buechler Bradley B. Buechler Chairman, President and Chief Executive Officer (Principal Executive Officer) Date: September 17, 2001 /S/ Randy C. Martin Randy C. Martin Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)