Spartech Corporation
2002 Annual Report
Management's Discussion and Analysis
Business Overview
SPARTECH is an intermediate processor of thermoplastics which converts base
polymers or resins from commodity suppliers into extruded plastic sheet and
rollstock, cell cast acrylic sheet, color concentrates & blended resin
compounds, and injection molded & profile extruded products for customers in a
wide range of markets. We operate 43 production facilities (42 throughout North
America and one in Europe) that are organized into three business segments: (1)
Custom Sheet & Rollstock (67% of total sales), (2) Color & Specialty Compounds
(26% of total sales), and (3) Molded & Profile Products (7% of total sales). The
results discussed below include our 2000 acquisitions of High Performance
Plastics, Inc. (February 2000) and Alshin Tire Corporation (October 2000) and
our 2002 acquisition of GWB Plastics Holding Company (GWB), parent of UVTEC and
PolyTech South (June 2002), from the date of acquisition. The results also
reflect the divestiture of the two Canadian molded products businesses in July
2001.
Results of Operations
Comparison of Fiscal Years 2002 and 2001
The Company's fiscal year ends on the Saturday closest to October 31. Fiscal
year 2001 includes 53 weeks compared to 52 weeks in 2002 and 2000. This results
in approximately 2% additional operating activity in 2001 compared to the other
years. The operating results presented below include data on a percentage of
sales basis for more comparable discussions.
Net sales were $898.3 million for the year ended November 2, 2002, representing
a 4% decrease from the prior year. An increase in overall internal volume of
approximately 2% was more than offset by the effect of the 2% shorter period in
fiscal 2002 and the effect of lower raw material prices passed through to our
customers. Net sales for the Custom Sheet & Rollstock segment decreased 4% to
$600.5 million in 2002 from $621.9 million in 2001. Volume was slightly higher
for the comparable 52-week year, but resin price decreases reduced sales in
dollars for most of the year. Net sales for the Color & Specialty Compounds
segment increased 3% to $235.7 million in 2002 from $227.8 million in 2001.
Sales added from our June 4 acquisition of GWB Plastics Holding Co. (GWB) and
increased internal volume was partially offset by a lower price/mix of products
sold and the shorter 2002 fiscal year. Net sales for the Molded & Profile
Products segment decreased to $62.1 million in 2002 from $87.4 million, or 29%,
mostly due to the sale of our Custom Molded Products business in the third
quarter of 2001. Overall, year-over-year volume comparisons improved steadily
during each quarter of fiscal 2002. We expect this trend to continue at least
through the first quarter of 2003.
Operating costs and expenses in 2002 decreased to $817.4 million from $854.7
million in 2001, but remained relatively flat as a percentage of sales, 91.0%
for 2002 as compared to 91.2% in 2001. Lower sales prices due to raw material
price decreases and an unfavorable mix of products sold, as well as low first
quarter demand, resulted in the operating cost percentage remaining flat despite
the elimination of goodwill amortization and the non-recurring charge in the
prior year. In the third quarter of 2001, the Company recorded $9.1 million
(1.0% of sales) in non-recurring pre-tax expenses for costs incurred on
operations slated for closedown. 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. All
the asset impairment charges and the majority of the non-recurring expenses were
reflected as a Corporate/Other operating expense. Amortization of intangible
assets decreased to $0.7 million in 2002, from $8.1 million in 2001. The
Company adopted Financial Accounting Standards Board Statement No. 142,
"Goodwill and Other Intangible Assets," effective at the beginning of fiscal
year 2002. Statement No. 142 requires that goodwill no longer be amortized
against earnings, but instead tested for impairment at least annually. Upon
adoption, the Company did not have an impairment charge and eliminated the
amortization of goodwill, which totaled $8.1 million in fiscal 2001. The fiscal
2002 amortization resulted from intangible assets acquired in the GWB
acquisition. Selling and administrative expenses of $53.6 million for fiscal
2002 decreased from $56.0 million in fiscal 2001, but remained a flat 6.0% of
net sales for both years. These expenses decreased below 6.0% of sales during
the latter half of 2002, as our cost reduction programs began to benefit
results. The remainder of these costs are largely fixed and further improved as
a percentage of sales as volumes increased during the second half of the year.
The Company's fiscal 2002 operating earnings were $80.9 million (9.0% of sales)
as compared to the $82.4 million (8.8% of sales) reported in 2001. Fiscal 2001
included $9.1 million in non-recurring expenses and $8.1 million of goodwill
amortization that were not incurred in 2002. Operating earnings for 2002
decreased 19% after adding back these items to the prior year's results. The
operating earnings for fiscal 2002 were impacted by low demand within the
Company's Spartech Polycast and Spartech Profiles groups, which combined,
accounted for nearly half of the decrease. Spartech Polycast should benefit
from cost cutting activities and reductions to its inventory levels during 2002.
Spartech Profiles realigned its capacity during the year and is pursuing sales
in product offerings that better capitalize on its production capabilities. Our
Custom Engineered Wheels group incurred some start-up costs and inefficiencies
at two facilities. Resin prices began to rise during the last half of 2002,
which increased the competitive situations and hindered our ability to pass
along these cost increases in full. We expect to offset margin erosion from
resin cost increases with past and present cost reduction efforts and increased
volumes.
Interest expense and distributions on preferred securities of $26.8 million for
fiscal 2002 decreased from the $34.8 million in fiscal 2001 as a result of
$113.9 million of debt repayments in the last 24 months and lower overall
interest rates.
Our effective tax rate was 36.6% for fiscal 2002, compared to 37.1% in 2001,
reflecting an improvement in our combined state tax rate and ongoing benefits
from research and development credits.
Net earnings of $34.3 million, or $1.21 per diluted share, in 2002 compare to
the $29.9 million, or $1.11 per diluted share, in 2001 as a result of the
operating factors noted above. Fiscal 2001 included goodwill amortization and
the non-recurring charge which impacted diluted earnings per share by $.21 and
$.22 respectively.
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Net Sales
Price Per Pound
2000 = $.75
2001 = $.78
2002 = $.75
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SG&A Expenses
As a Percent of Net Sales
2000 = 5.6%
2001 = 6.0%
2002 = 6.0%
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New Product Sales
Alloy Plastics & Product Transformation
2000 = $80.7
2001 = $113.5
2002 = $144.2
Comparison of Fiscal Years 2001 and 2000
Consolidated net sales were $937.1 million in 2001, down 5% from $987.5 million
in 2000. The primary reasons for the decrease were resin price reduction pass-
throughs impacting our sales prices 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. Net sales of the Custom
Sheet & Rollstock segment decreased 3%, from $639.6 million to $621.9 million.
This was due primarily to a 5% increase from the 2000 acquisition of the HPP
operations being more than offset by the 4% decrease in resin prices throughout
the year and a decrease in incremental margin business. The group's volume was
down, as sales to the growing packaging market and benefits from the mix of more
Alloy Plastics sales were offset by decreases in sales for automotive,
manufactured housing, and recreational vehicles. Net sales of the Color &
Specialty Compounds group decreased 9%, from $249.0 million to $227.8 million.
This decrease was a result of lower average selling prices related to resin
price reductions and transportation-related customers continuing their inventory
reduction programs, reducing the overall volume shipped. Sales for the Molded &
Profile Products group decreased 12%, from $99.0 million to $87.4 million,
primarily as a result of the net divestiture of the three Canadian molded
product facilities and lower volumes in the profile extrusion markets, despite
strong performances by the Custom Engineered Wheels business. Inventory
reductions by several customer end markets and the sluggishness of the overall
economy are expected to continue into 2002. We are focusing on the growth of
our Product Transformations and Alloy Plastics (which totaled 12% of our sales
compared to 9% in the prior year) and our new market expansions (wheels joint
venture, bath & shower surround business acquisition, and planned Mexico
facility) to provide some benefits in 2002.
Cost of sales decreased from $815.9 million to $785.0 million, but increased as
a percentage of net sales from 82.6% to 83.8%. Our less favorable cost of sales
percentage represents the impact on productivity of the 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 discussed below.
Selling, general, and administrative expenses increased from $55.3 million to
$56.0 million and increased as a percentage of net sales from 5.6% to 6.0%. The
increase reflects inefficiencies during the year related to the shutdown of
certain operating facilities and an increase in bad debt expense.
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). Most of these actions, which were
initiated in the third quarter, were completed within calendar year 2001. In
connection with these efforts, the Company recorded $9.1 million in non-
recurring pre-tax expenses. The non-recurring expenses consisted of $5.6
million related to writedowns for 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 an estimate of fair value less the cost to sell. The fair value was
determined by using current selling prices for similar assets.
Operating earnings after the non-recurring charges were $82.4 million, or 8.8%
of net sales ($91.5 million, or 9.8% of net sales before non-recurring
expenses), compared to $109.8 million, or 11.1% of net sales. The decrease in
operating earnings before the non-recurring charges was primarily due to
competitive pricing issues resulting from the general slow down in the economy
(including sluggish demand in the transportation, aerospace, and electronics
markets) and the impact of less efficient utilization of capacities.
Interest expense and distributions on preferred securities of $34.8 million
increased from $29.1 million as a result of borrowings related to the
acquisitions completed in 2000, offset by $63.5 million repayment of debt, lower
interest rates on floating-rate debt, and more favorable vendor discount terms.
Our effective tax rate decreased from 38.1% to 37.1% as a result of improvements
in our combined state tax rate and ongoing benefits from research and
development credits. We expect this lower rate to be in effect for fiscal 2002
as well, with continuing benefits anticipated from these tax reduction
initiatives.
Other Matters
We operate under various laws and regulations governing employee safety and the
quantities of specified substances that may be emitted into the air, discharged
into waterways, or 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 our capital expenditures, earnings,
or competitive position.
The plastic resins we use in our production processes 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 prices except in periods of
anticipated or actual shortages. We are not aware of any trends in the
petroleum industry which will significantly affect our sources of raw materials
in the future.
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Income Taxes
Effective Tax Rate
2000 = 38.1%
2001 = 37.1%
2002 = 36.6%
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.
We continue to generate strong cash flows from operations. Cash flow from
operations improved by 24% to $87.1 million in 2002 compared to the $70.5
million generated in 2001, due in part to the improved net earnings and better
management of working capital. Cash flows provided by changes in working
capital were $12.5 million in 2002, resulting from improvements in nearly every
major category, while changes in working capital used $7.5 million of cash flow
in 2001.
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 were $29.2 million for 2000, $16.2 million for
2001, and $28.2 million for 2002. The lower capital expenditures in 2001
reflected the impact of the plant closings that allowed for more effective usage
of existing equipment and lower maintenance expenditures while the increase in
2002 reflected the expansions in Tupelo, Mississippi and Ramos Arispe, Mexico,
as well as the purchase of power generation equipment for our La Mirada,
California facility. We expect capital expenditures to total approximately $25
million for 2003. In fiscal 2000, we also completed two acquisitions-the
purchase of HPP for $215.4 million and Alshin for $10.2 million. We indicated in
the fiscal 2000 report that we would focus primarily on strengthening our
balance sheet (working capital improvements and debt reduction), while
continuing to evaluate value-added acquisition opportunities that meet our
stringent acquisition criteria. In 2001, we accomplished both of these
objectives by divesting our three non-core molded products facilities in Canada
for $22.3 million of proceeds to pay down our debt and identified several
investment opportunities/expansions that were initiated at or just after our
fiscal year end (e.g., wheels plant expansion and joint venture, the acquisition
of $7.5 million in ProForm bath & shower surround business for $2.5 million, and
the ground breaking on a Mexico facility in the first quarter of 2002). In
fiscal 2002, we completed (1) the acquisition of GWB for $47.2 million and (2)
outsourcing acquisitions of certain business from MTD, Acros Whirlpool, and MAAX
requiring $3.0 million in investments.
Our cash flows provided by financing activities were $194.5 million for 2000.
The primary activities were bank borrowings of $225.6 million for acquisitions,
repayment of debt of $4.9 million, purchases of treasury stock of $22.7 million,
and proceeds from stock options exercised of $5.9 million. Our cash flows used
by financing activities were $79.8 million for 2001. The primary activities were
bank debt repayments of $22.3 million from divestitures as well as an additional
$41.2 million from operations, purchases of treasury stock of $8.7 million, and
proceeds from stock options exercised of $2.6 million. Our cash flows used for
financing activities were $11.6 million for 2002. The primary activities were
proceeds received from our May 30 stock offering of $50.7 million (which were
used primarily to fund the GWB acquisition), bank borrowings of $4.7 million for
acquisitions, repayment of debt of $55.1 million, purchases of treasury stock of
$6.7 million, common stock dividends of $10.7 million, and proceeds from stock
options exercised of $5.5 million. The debt repayments from operations were
higher in 2002 than 2001, despite increasing capital expenditures by $12.0
million, due primarily to the increase in cash flow from operations of $16.6
million, lower stock repurchases net of option proceeds of $4.9 million, and
increased cash from changes in working capital of $20.0 million. We paid common
stock dividends at a rate of 38 cents per share in 2002.
Financing Arrangements
On February 18, 2000, we issued $100 million of 7.0% convertible subordinated
debentures to Spartech Capital Trust II, a Delaware trust we control. We used
the proceeds to repay borrowings under our bank credit facility. The debentures
are (1) convertible into shares of our common stock at a conversion price
equivalent to $34.00 per share of common stock, for a total of 2,941,176 shares;
(2) redeemable after March 1, 2003, at the option of the Company; and (3)
payable on March 31, 2015, if they have not been previously redeemed or
converted.
On February 25, 2000, we entered into a new $250 million bank credit facility
representing a revolving credit line with a five-year term. Interest on our bank
credit facility is payable at a rate chosen by us of either prime or LIBOR plus
a 0.625% to 1.250% borrowing margin. At November 2, 2002, our total borrowings
under the bank credit facilities were $140.3 million at a weighted average rate
of 6.8%, and we had $103.5 million in remaining availability.
In November 2000, we entered into an interest rate swap for $125 million of our
fixed LIBOR loans outstanding. Under the swap arrangement, our LIBOR rate is
fixed at 6.06%, plus the borrowing margin, until November 2004. This swap
arrangement is accounted for in accordance with Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities."
On May 30, 2002, we announced the completion of a secondary public offering of
9,487,500 shares of our common stock. These shares represented 7,063,125 shares
of common stock of the Company owned by two selling shareholders and 2,424,375
shares from the Company. The stock was sold to the public at $22.00 per share.
The net proceeds received by the Company from the sale of the primary shares,
$50.7 million, were principally used to finance the GWB strategic acquisition.
The following table summarizes our obligations under financing arrangements and
lease commitments as of November 2, 2002:
More Than
3 Years
Type of Total Amount Less Than But Less Than 5 Years
Commitment Commitment 1 Year 1-3 Years 5 Years or More
- --------------------- ------------- ----------- ---------- -------------- ------------
Bank Credit Facilities $140,268 $- $140,268 $- $-
Unsecured Notes 85,715 17,857 50,716 17,142 -
Other Debt Obligations 12,349 3,230 272 289 8,558
Convertible Debentures 150,000 - - - 150,000
Operating Lease
Commitments 30,079 7,234 10,010 5,647 7,188
Standby Letters
of Credit 12,689 - - - -
- --------------------- ------------- ----------- ---------- -------------- ------------
Total Contractual
Cash Obligations $431,100 $28,321 $201,266 $23,078 $165,746
============= =========== ========== ============= ============
Our current credit facilities contain certain affirmative and negative
covenants, including restrictions on the incurrence of additional indebtedness,
limitations on both the sale of assets and merger transactions, and requirements
to maintain certain financial and debt service ratios and net worth levels. The
most restrictive covenant regarding borrowings is the ratio of total debt to
operating earnings plus depreciation and amortization contained in our primary
credit facility. This debt ratio covenant would have allowed additional
borrowings of $94.6 million as of November 2, 2002. In addition, our combined
payment of dividends on our common stock and the repurchase of common shares for
treasury is limited to 60% of our cumulative consolidated net income since
November 1, 1997. At November 2, 2002, we had approximately $37.7 million of
unrestricted retained earnings available for such payments. Future dividends
are expected to be paid from future earnings. The most restrictive covenant
regarding our operations is the debt service coverage ratio in our primary
credit facility. While we were in compliance with such covenants in 2002 and
currently expect to be in compliance during 2003, our failure to comply with the
covenants or other requirements of our financing arrangements could result in an
event of default and, among other things, acceleration of the payment of our
indebtedness, which could adversely impact our business, financial condition,
and results of operations.
We anticipate that cash flows from operations, together with the financing and
borrowings under our bank credit facility, will satisfy our working capital
needs, regular quarterly dividends, and planned capital expenditures for the
next year.
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Operating Cash Flow
In Millions of Dollars
2000 = $60.4
2001 = $70.5
2002 = $87.1
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Capital Expenditures
In Millions of Dollars
2000 = $29.2
2001 = $16.2
2002 = $28.2
Significant Accounting Policies, Estimates and Judgments
We prepare our consolidated financial statements in conformity with accounting
principles generally accepted in the United States. As such, we are required to
make estimates and judgments that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Significant accounting policies, estimates and
judgments which we believe are the most critical to aid in fully understanding
and evaluating our reported financial results include the following:
Revenue Recognition - We recognize revenue as the product is shipped and
title passes to the customer. We manufacture our products either to standard
specifications or to custom specifications agreed on with the customer in
advance, and we inspect our products prior to shipment to ensure that these
specifications are met. We continuously monitor and track product returns,
which have historically been within our expectations and the provisions
established. Despite our efforts to improve our quality and service to
customers, we cannot guarantee that we will continue to experience the same, or
better return rates, that we have in the past. Any significant increase in
returns could have a material negative impact on our operating results.
Accounts Receivable - We perform ongoing credit evaluations of our customers
and adjust credit limits based upon payment history and the customer's
creditworthiness, as determined by our review of their current credit
information. We continuously monitor collections and payments from our
customers and maintain a provision for estimated credit losses based upon our
historical experience and any specific customer collection issues identified.
While such credit losses have historically been within our expectations and the
provisions established, we cannot guarantee that we will continue to experience
the same credit loss rates that we have in the past.
Inventories - We value inventories at the lower of actual cost (first-in,
first-out) to purchase or manufacture the inventory or the current estimated
market value of the inventory. We also buy scrap and recyclable material
(including regrind material) to be used in future production runs. We record
these inventories initially at purchase price and, based on the inventory aging
and other considerations for realizable value, we write down the carrying value
to brokerage value, where appropriate. We regularly review inventory on hand and
record provisions for obsolete inventory. A significant increase in the demand
for our raw materials could result in a short-term increase in the cost of
inventory purchases while a significant decrease in demand could result in an
increase in the amount of excess inventory quantities on hand. In addition,
most of our business is custom products, where the loss of a specific customer
could increase the amount of excess or obsolete inventory on hand. Although we
make every effort to ensure the accuracy of our forecasts of future product
demand, any significant unanticipated changes in demand could have a significant
impact on the value of our inventory and the operating results.
Acquisition Accounting - We have made several acquisitions in recent years.
All of these acquisitions have been accounted for in accordance with the
purchase method, and accordingly, the results of operation were included in our
Consolidated Statement of Operations from the respective date of acquisition.
The purchase price has been allocated to the identifiable assets and
liabilities, and any excess of the cost over the fair value of the net
identifiable assets acquired is recorded as goodwill. The initial allocation of
purchase price is based on preliminary information, which is subject to
adjustments upon obtaining complete valuation information. While the delayed
finalization of purchase price has historically not had a material impact on the
consolidated results of operations, we cannot guarantee the same results in
future acquisitions.
Valuation of Long-Lived Assets - We review the carrying value of our long-
lived assets whenever events and changes in business indicate the carrying value
of the assets may not be recoverable. We recognize impairment losses if
expected future cash flows of the related assets (based on our current
projections of anticipated future cash flows) are less than carrying value or
where assets that are held for sale are deemed to be valued in excess of the
expected amount to be realized upon sale. While we believe that our estimates
of future cash flows are reasonable, different assumptions regarding such cash
flows could materially affect our evaluations.
Recently Issued Accounting Standards
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. It applies to all entities and legal
obligations associated with the retirement of long-lived assets that result from
the acquisition, construction, development, and/or the normal operation of a
long-lived asset. SFAS No. 143 requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset and are subsequently allocated to expense over the asset's
useful life. This statement is effective for the financial statements issued
for fiscal years beginning after June 15, 2002 (our fiscal year 2003). We will
adopt SFAS No. 143 at the beginning of our 2003 fiscal year and we do not
believe it will have a material effect on our financial position or results of
operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and
reporting for the impairment of long-lived assets to be disposed of. This
statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of;" however, this statement
retains the fundamental provisions of SFAS No. 121 for recognition and
measurement of the impairment of long-lived assets to be held and used and for
measurement of long-lived assets to be disposed of by sale. This statement also
supersedes the accounting and reporting provisions of Accounting Principles
Board (APB) Opinion No. 30, "Reporting the Results of Operations, Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" for segments of a business to be
disposed of. SFAS No. 144 is effective for fiscal years beginning after
December 15, 2001 (our fiscal 2003). We do not believe that the adoption of
SFAS No. 144 will have a material effect on our financial position or results of
operations.
In April 2002, the FASB approved for issuance SFAS No. 145, "Rescission of FASB
Statements No. 4, Amendment of SFAS No. 13, and Technical Corrections." Among
other things, SFAS No. 145 rescinds SFAS No. 4, which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary item, net of related income tax effect. Under SFAS No. 145,
the criteria in APB No. 30 will now be used to classify those gains and losses.
The adoption of SFAS No. 145 will not have a material effect on our consolidated
financial position or results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 replaces Emerging Issues Task
Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." SFAS No. 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
This statement will become effective for exit or disposal activities initiated
after December 31, 2002. The adoption of SFAS No. 146 will not have a material
effect on our consolidated financial position or results of operations.
Safe Harbor
This Report contains certain forward-looking statements, defined in Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements represent
our judgment 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, the level of financial leverage and
restrictions from our indebtedness agreements, unanticipated events that may
prevent us from competing in existing or new markets, and our ability to
successfully complete or integrate acquisitions. 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.
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Total Debt
In Millions of Dollars
2000 = $352.8
2001 = $288.7
2002 = $238.3
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Debt Repayments
In Millions of Dollars, Excluding Acquisitions and Divestitures
2000 = $4.9
2001 = $41.2
2002 = $55.1
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Fixed Rate Financings
% of Total Financing
2000 = 81%
2001 = 89%
2002 = 94%
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Total Financing Costs
In Millions of Dollars
2000 = $29.1
2001 = $34.8
2002 = $26.8
Consolidated Balance Sheet
(Dollars in thousands)
November 2, November 3,
2002 2001
Assets
Current Assets
Cash and equivalents $7,511 $8,572
Receivables, net of allowance
of $4,058 in 2002 and $3,957 in 2001 124,966 119,074
Inventories 95,190 93,091
Prepayments and other 4,549 9,333
---------- ----------
Total Current Assets 232,216 230,070
Property, Plant and Equipment, Net 280,474 274,155
Goodwill 318,841 292,576
Other Intangible Assets 16,360 -
Other Assets 17,363 18,302
---------- ----------
$865,254 $815,103
========== ==========
Liabilities and Shareholders' Equity
Current Liabilities
Current maturities of long-term debt $21,087 $18,225
Accounts payable 83,668 76,131
Accrued liabilities 34,173 24,568
---------- ----------
Total Current Liabilities 138,928 118,924
---------- ----------
Long-term debt, less current maturities 217,245 270,489
Other liabilities 68,383 59,144
---------- ----------
Total Long-Term Liabilities 285,628 329,633
Company-Obligated, Mandatorily Redeemable
Convertible Preferred Securities of Spartech
Capital Trusts
Holding Solely Convertible Subordinated 150,000 150,000
Debentures
Shareholders' Equity
Common stock, 30,460,682 shares in 2002 and
28,067,023
shares issued in 2001 22,846 21,039
Contributed capital 140,213 94,239
Retained earnings 169,518 145,909
Treasury stock, at cost, 1,175,228 shares in
2002 and 1,367,437
shares in 2001 (28,701) (30,410)
Accumulated other comprehensive loss (13,178) (14,231)
---------- ----------
Total Shareholders' Equity 290,698 216,546
---------- ----------
$865,254 $815,103
========== ==========
See accompanying notes to consolidated financial statements.
Consolidated Statement of Operations
Fiscal Year
(Dollars in thousands, except per share amounts)
2002 2001 2000
--------- --------- ---------
Net Sales $898,308 $937,059 $987,532
--------- --------- ---------
Costs and Expenses
Cost of sales 763,145 785,010 815,863
Selling, general, and
administrative 53,624 55,996 55,317
Write-down of long-lived assets - 5,550 -
Amortization of intangibles 660 8,129 6,591
--------- --------- ---------
817,429 854,685 877,771
--------- --------- ---------
Operating Earnings 80,879 82,374 109,761
Interest 16,566 24,571 20,996
Distributions on preferred
securities of Spartech Capital Trusts 10,250 10,250 8,135
--------- --------- ---------
Earnings Before Income Taxes 54,063 47,553 80,630
Income taxes 19,793 17,650 30,723
--------- --------- ---------
Net Earnings $34,270 $29,903 $49,907
========= ========= ========
Net Earnings Per Common Share
Basic $1.23 $1.12 $1.83
========= ========= ========
Diluted $1.21 $1.11 $1.72
========= ========= ========
See accompanying notes to consolidated financial statements.
Consolidated Statement of Shareholders' Equity
(Dollars in thousands)
Common Contributed Retained Treasury Accumulated Total
Stock Capital Earnings Stock Other Shareholders'
Comprehensive Equity
Loss
-------- ----------- --------- --------- ----------- ---------------
Balance, October 30, 1999 $20,925 $101,709 $85,651 $(14,835) $(3,408) $190,042
Stock options exercised 114 (6,468) - 12,231 - 5,877
Cash dividends - - (9,409) - - (9,409)
Treasury stock purchases - - - (22,702) - (22,702)
Net earnings - - 49,907 - - 49,907
Translation adjustments - - - - (2,693) (2,693)
-------- ----------- --------- --------- ----------- ---------------
Balance, October 28, 2000 $21,039 $95,241 $126,149 $(25,306) $(6,101) $211,022
-------- ----------- --------- --------- ----------- ---------------
Stock options exercised - (1,002) - 3,643 - 2,641
Cash dividends - - (10,143) - - (10,143)
Treasury stock purchases - - - (8,747) - (8,747)
Net earnings - - 29,903 - - 29,903
Translation adjustments - - - - (2,381) (2,381)
Cash flow hedge adjustments - - - - (5,749) (5,749)
-------- ----------- --------- --------- ----------- ---------------
Balance, November 3, 2001 $21,039 $94,239 $145,909 $(30,410) $(14,231) $216,546
-------- ----------- --------- --------- ----------- ---------------
Common stock issuance 1,807 48,856 - - - 50,663
Stock options exercised - (2,882) - 8,423 - 5,541
Cash dividends - - (10,661) - - (10,661)
Treasury stock purchases - - - (6,714) - (6,714)
Net earnings - - 34,270 - - 34,270
Translation adjustments - - - - 1,518 1,518
Cash flow hedge adjustments - - - - (465) (465)
-------- ----------- --------- --------- ----------- ----------------
Balance, November 2, 2002 $22,846 $140,213 $169,518 $(28,701) $(13,178) $290,698
========= ============ ========= ========== =========== =================
See accompanying notes to consolidated financial statements.
Consolidated Statement of Cash Flows
Fiscal Year
(Dollars in thousands, except per share amounts)
2002 2001 2000
-------------- ----------- -------------
Cash Flows from Operating
Activities
Net earnings $34,270 $29,903 $49,907
Adjustments to reconcile net
earnings to
net cash provided by operating
activities:
Depreciation and amortization 28,120 34,921 31,905
Write-down of long-lived assets - 5,550 -
Change in current assets and
liabilities,
net of effects of acquisitions and
divestitures:
Receivables (1,380) 20,661 (8,529)
Inventories 1,879 (2,003) (5,336)
Prepayments and other 2,063 840 211
Accounts payable 3,871 (19,439) (2,636)
Accrued liabilities 6,023 (7,584) (8,098)
Other, net 12,224 7,604 2,989
-------------- ----------- -------------
Net cash provided by operating 87,070 70,453 60,413
activities
-------------- ----------- -------------
Cash Flows from Investing
Activities
Capital expenditures (28,217) (16,237) (29,192)
Business (acquisitions) (49,092) 22,313 (225,554)
divestitures
Dispositions of assets 492 1,300 1,473
-------------- ----------- -------------
Net cash provided (used) for (76,817) 7,376 (253,273)
investing activities
-------------- ----------- -------------
Cash Flows from Financing
Activities
Bank borrowings for acquisitions 4,690 - 225,554
Payments on bank credit facilities - (22,313) -
from divestitures
Payments on bank credit facilities (54,698) (40,406) (2,996)
Payments on bonds and leases (374) (791) (1,863)
Issuance of common stock 50,663 - -
Cash dividends on common stock (10,661) (10,143) (9,409)
Stock options exercised 5,541 2,641 5,877
Treasury stock acquired (6,714) (8,747) (22,702)
-------------- ----------- -------------
Net cash provided (used) by (11,553) (79,759) 194,461
financing activities
-------------- ----------- -------------
Effect of exchange rate changes on 239 7 4
cash and equivalents
-------------- ----------- -------------
Increase (decrease) in cash and (1,061) (1,923) 1,605
equivalents
Cash and Equivalents at Beginning 8,572 10,495 8,890
of Year
-------------- ----------- -------------
Cash and Equivalents at End of $7,511 $8,572 $10,495
Year
============== =========== ============
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
1) Significant Accounting Policies
Basis of Presentation - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts and related disclosures.
Actual results could differ from those estimates. Certain prior year amounts
have been reclassified to conform to the current year presentation. The
Company's fiscal year ends on the Saturday closest to October 31. Fiscal year
2001 included 53 weeks, while 2002 and 2000 each included 52 weeks.
Principles of Consolidation - The accompanying consolidated financial statements
include the accounts of SPARTECH Corporation and its controlled affiliates. All
significant intercompany transactions and balances have been eliminated.
Investments in entities of 20 to 50 percent are accounted for by the equity
method.
Foreign Currency Translation - Assets and liabilities of the Company's non-U.S.
operations are translated from their functional currency to U.S. dollars using
exchange rates in effect at the balance sheet date. Results of operations are
translated using average rates during the period. Adjustments resulting from
the translation process are included as a separate component of shareholders'
equity. The Company may periodically enter into foreign currency contracts to
manage exposures to market risks from prospective changes in exchange rates. No
such contracts were outstanding as of November 2, 2002 or November 3, 2001.
Cash Equivalents - Cash equivalents consist of highly liquid investments with
original maturities of three months or less.
Inventories - Inventories are valued at the lower of cost (first-in, first-out)
or market. Finished goods include the costs of material, labor, and overhead.
Property, Plant and Equipment - Property, plant and equipment are carried at
cost. Depreciation expense is recorded on a straight-line basis over the
estimated useful lives of the related assets as shown below and totaled $27,460,
$26,792, and $25,314 in fiscal years 2002, 2001, and 2000, respectively.
Years
Buildings and leasehold improvements 25
Machinery and equipment 12-16
Furniture and fixtures 5-10
Major renewals and betterments are capitalized. Maintenance and repairs are
expensed as incurred. Upon disposition, the net book value is eliminated from
the accounts, with the resultant gain or loss reflected in operations.
Acquisitions - Acquisitions are accounted for by the purchase method, and
accordingly, the results of operations are included in the Company's Statement
of Operations from the respective date of acquisition. The purchase price is
allocated to the identifiable assets and liabilities, and any excess of the cost
over the fair value of the identifiable assets acquired is recorded as goodwill.
Identifiable intangible assets with definite lives are amortized as expense over
the estimated periods to be benefited. Intangible assets with indefinite lives,
including goodwill, are not subject to periodic amortization, but will be tested
for impairment annually, or more frequently if events or changes in
circumstances indicate the asset might be impaired.
Financial Instruments - The Company selectively uses derivative financial
instruments to manage its interest costs as well as its balance of floating rate
and fixed rate financings. No credit loss is anticipated, as the counterparties
to these agreements are major financial institutions with high credit ratings.
The Company does not enter into derivatives for trading purposes. The net
amount paid or received under an interest rate swap agreement is recorded as
interest expense.
Derivative instruments (including certain derivative instruments embedded in
other contracts) are recorded in the balance sheet as either an asset or
liability measured at fair value, and changes in the derivative's fair value are
recognized currently in earnings unless specific hedge accounting criteria are
met. Special accounting for qualifying derivatives designated as fair value
hedges allows a derivative's gains and losses to be offset in the income
statement by the related change in the fair value of the hedged item. Special
accounting for qualifying derivatives designated as cash flow hedges, allows the
effective portion of a derivative's gains and losses to be reported as a
component of accumulated other comprehensive loss and realized into earnings in
the period during which the hedged transaction affects earnings.
The Company uses the following methods and assumptions in estimating the fair
value of financial instruments:
Cash, accounts receivable, accounts payable, and accrued liabilities - the
carrying value of these instruments approximates fair value due to their short-
term nature;
Derivative financial instruments - based upon quoted market prices or market
prices for instruments with similar
terms and maturities; and
Long-term debt (including bank credit facilities) and mandatorily redeemable
convertible preferred securities - based on quoted, current market prices for
the same or similar issues. As of November 2, 2002, the fair value of long-term
debt was $233,880 as compared to its carrying amount of $238,332 and the fair
value of the convertible preferred securities was $142,755 as compared to the
carrying amount of $150,000.
Revenue Recognition - The Company manufactures products for specific customer
orders and for standard stock inventory. Revenues are recognized and billings
are rendered as the product is shipped to the customer in accordance with U.S.
generally accepted accounting principles as well as the Securities and Exchange
Commission's Staff Accounting Bulletin No.101. Shipping and handling costs
associated with the shipment of goods are recorded as costs of sales in the
consolidated statement of operations.
Income Taxes - Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial
statement carrying amounts of assets and liabilities and their respective tax
bases. Deferred tax assets are also recognized for credit carryforwards and
then assessed (including the anticipation of future income) to determine the
likelihood of realization. Deferred tax assets and liabilities are measured
using the rates expected to apply to taxable income in the years in which the
temporary differences are expected to reverse and the credits are expected to be
used. The effect of a change in tax rates on deferred tax assets and
liabilities is recognized in income in the period that includes the enactment
date.
2) Acquisitions, Divestitures, and Facility Restructurings
On June 4, 2002, the Company completed its acquisition of GWB Plastics Holding
Co. (GWB), which is the parent of two operating companies, UVTEC and PolyTech
South. These businesses generated net sales of approximately $40,000 during the
12 months prior to the acquisition. The purchase price of $47,228 was allocated
to the assets acquired (including $23,360 of goodwill - $17,747 of which is
deductible for tax purposes and $17,020 of identified intangible assets) and
liabilities assumed of $51,842 and $4,614, respectively. The purchase was
financed through proceeds from our May 30, 2002 common stock offering of 2.4
million shares at $22 per common share.
In October 2000, the Company completed its acquisition of Alshin Tire
Corporation, a manufacturer of urethane-based tires supplying primarily the
healthcare industry, with annual sales of approximately $10,000. The cash
purchase price of approximately $10,200 was funded through our existing bank
credit facility.
On February 28, 2000, the Company completed the purchase of substantially all of
the assets of HPP, a manufacturer of extruded sheet and rollstock, cell cast
acrylic, and other proprietary plastic products, with sales of approximately
$130,000 for its fiscal year which ended September 26, 1999. The net cash
purchase price for HPP was approximately $215,400 including costs of the
transaction. The purchase was financed through our $250,000 bank credit
facility. The fair values of the assets acquired (including approximately
$134,000 in goodwill) and liabilities assumed (consisting of accounts payable
and accrued liabilities) were $234,800 and $19,400, respectively.
Effective July 19, 2001, the Company completed the sale of its custom molded
product businesses based in Canada for approximately $25,000 to a group of
former managers. These two businesses, Spartech Industries-Thin-Wall Containers
and Spartech Industries-Custom Molded Products, consisted of three production
facilities (two in Ontario and one in Quebec) and represented approximately
$23,000 and $35,000 of the Company's fiscal 2001 and 2000 sales, respectively.
The proceeds consisted of approximately $23,000 in cash and a $2,000 five-year,
interest-bearing note.
During fiscal 2001, 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 plant facilities. In connection with these
efforts, the Company recorded $9,090 in non-recurring pre-tax expenses in the
third quarter. The non-recurring expenses consisted of $5,550 related to
writedowns for the impairment of long-lived assets and $3,540 related to
severance, phase out, and other exit costs recorded in cost of sales. The
impairment charges adjusted the carrying values of the affected assets to an
estimate of fair value less the cost to sell. Most of the activities occurred
in fiscal 2001 with the balance completed in fiscal 2002.
3) Inventories
Inventories at November 2, 2002 and November 3, 2001 are comprised of the
following components:
2002 2001
------------- -------------
Raw materials $55,207 $55,803
Finished goods 39,983 37,288
------------- -------------
$95,190 $93,091
============= ============
4) Property, Plant and Equipment
Property, plant and equipment consisted of the following at November 2, 2002 and
November 3, 2001:
2002 2001
----------- ----------
Land $10,997 $10,357
Buildings and leasehold 72,487 65,578
improvements
Machinery and equipment 329,974 301,959
Furniture and fixtures 9,062 11,178
----------- ----------
422,520 389,072
Less accumulated depreciation 142,046 114,917
----------- ----------
Property, plant and equipment, net $280,474 $274,155
============ ==========
5) Goodwill and Other Intangible Assets
For fiscal years 2001 and 2000, amortization of goodwill and intangible assets
was charged against operations on a straight-line basis over the periods
estimated to be benefited, not exceeding 40 years. In July 2001, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142,
among other things, eliminates the amortization of goodwill and certain
identified intangible assets. Effective November 4, 2001, the Company has
adopted SFAS No. 142, and as such, intangible assets, including goodwill, that
are not subject to amortization will be tested for impairment annually, or more
frequently, if events or changes in circumstances indicate that the asset might
be impaired.
During 2002, the Company acquired identifiable intangible assets in the amount
of $17,020 as follows: non-compete & customer contracts totaling $4,990 with
amortization periods of 3 to 5 years and product formulations with a carrying
amount of $12,030 and an amortization period of 15 years. The total weighted-
average amortization period for these acquired assets is 12 years. At November
2, 2002, accumulated amortization of the non-compete & customer contracts, and
product formulations was $390 and $270, respectively. In addition to the
acquired intangible assets subject to amortization, goodwill of $26,265 was
recorded and is not subject to periodic amortization.
The Company's changes in the carrying amount of goodwill for the year ended
November 2, 2002, are as follows:
Custom Color & Molded &
Sheet Compounds Profile Total
--------- --------- --------- --------
Balance November 3, 2001 $182,900 $72,062 $37,614 $292,576
Goodwill acquired $2,905 $23,360 $- $26,265
--------- --------- --------- ---------
Balance November 2, 2002 $185,805 $95,422 $37,614 $318,841
======== ========= ========= =========
Total accumulated amortization at November 2, 2002 and November 3, 2001 is
$29,773 and $29,113, respectively. Amortization expense for the current
intangible assets over the next five years is estimated to be: $1,966, $1,966,
$1,828, $1,550, and $1,300 for fiscal 2003, 2004, 2005, 2006, and 2007,
respectively.
As required by SFAS No. 142, the results for prior periods have not been
restated. A reconciliation of net income and per share amounts for fiscal years
2001 and 2000 is presented below as if SFAS No. 142 had been adopted at the
beginning of those periods.
2001 2000
------------- -----------
Reported net income $29,903 $49,907
Add back: goodwill amortization 6,164 5,064
(net of tax)
------------- -----------
Adjusted net income 36,067 54,971
============= ===========
Basic net income per share:
Reported net income $1.12 $1.83
Add back: goodwill amortization .23 .18
(net of tax)
------------- -----------
Adjusted net income $1.35 $2.01
============= ===========
Diluted net income per share:
Reported net income $1.11 $1.72
Add back: goodwill amortization .21 .16
(net of tax)
------------- -----------
Adjusted net income $1.32 $1.88
============= ===========
6) Long-Term Debt
Long-term debt is comprised of the following at November 2, 2002 and November 3,
2001:
2002 2001
-------------- -----------
7.0% Senior Unsecured Notes $47,143 $53,572
7.62% Guaranteed Unsecured Notes 17,143 21,429
7.21% Senior Unsecured Notes 21,429 28,571
Bank Credit Facilities 140,268 175,500
Other 12,349 9,642
-------------- -----------
238,332 288,714
Less current maturities 21,087 18,225
-------------- -----------
Total long-term debt $217,245 $270,489
============= ===========
On February 25, 2000, the Company amended its unsecured bank credit facility to
an aggregate availability of $250,000 for a new five-year term. The Company's
Canadian entity has an additional $6,420 revolving facility in Canada. The total
capacity under these bank credit facilities was $256,420 at November 2, 2002.
Borrowings under these facilities are classified as long-term, as no paydowns of
the aggregate facilities are required within the next year. Interest on the bank
credit facilities is payable at a rate chosen by the Company of either prime or
LIBOR plus a 0.625% to 1.25% borrowing margin and the agreement requires a fee
of 0.15% to 0.30% for any unused portion of the facilities. At November 2, 2002,
the Company had fixed LIBOR loans outstanding under the bank credit facilities
of $135,000 at 2.81%-2.88% in the U.S. for a one-month period and $2,568 at
3.62% in Canada (LIBOR loans totaled $175,500 at 3.56%-3.69% in the U.S. on
November 3, 2001). The remaining bank credit facility borrowings of $2,700 at
November 2, 2002 were at the prime rate of 4.75% in the U.S. On June 11, 2001,
the Company extended its existing fixed interest rate swap agreement for
$125,000 through November, 2004. Under the extension, the Company pays interest
at 6.06% and receives interest at LIBOR plus the borrowing margin.
On August 22, 1997, the Company completed a private placement of 7.0% Senior
Unsecured Notes consisting of $45,000 designated as Series A and $15,000
designated as Series B. The Series A 1997 Notes require equal annual principal
payments of approximately $6,429 that commenced on August 22, 2001 and the
Series B 1997 Notes do not require principal payments before becoming due on
August 22, 2004. Interest on the 1997 Notes is payable semiannually on February
22 and August 22 of each year. On September 27, 1996, the Company completed a
$30,000 private placement of 7.62% Guaranteed Unsecured Notes over a ten-year
term. The 1996 Notes require equal annual principal payments of approximately
$4,286 that commenced on September 27, 2000. Interest on the 1996 Notes is
payable semiannually on March 27 and September 27 of each year. On August 15,
1995, the Company completed a $50,000 private placement of 7.21% Senior
Unsecured Notes over a ten-year term. The 1995 Notes require equal annual
principal payments of approximately $7,143 that commenced on August 15, 1999.
Interest on the 1995 Notes is payable semiannually on February 15 and August 15
of each year.
The other debt consists of industrial revenue bonds, capital leases, and other
term notes utilized to finance capital expenditures. These financings mature
between 2003 and 2016 and have interest rates ranging from 2.0% to 9.0%.
Scheduled maturities of long-term debt for the next five fiscal years are: 2003-
$21,087; 2004-$17,992; 2005-$173,264; 2006-$10,855; and 2007-$6,575. The long-
term debt contains certain covenants which, among other matters, require the
Company to restrict the incurrence of additional indebtedness, satisfy certain
ratios and net worth levels, and limit both the sale of assets and merger
transactions.
7) Convertible Preferred Securities
On February 18, 2000, the Company issued $100,000 of 7.0% convertible
subordinated debentures to Spartech Capital Trust II, a Delaware trust
controlled by the Company. The Company used the proceeds to repay borrowings
under its bank credit facility. The debentures are the sole asset of the trust
and eliminate in consolidation. The trust purchased the debentures with the
proceeds of a $100,000 private placement of 7.0% convertible preferred
securities of the trust having an aggregate liquidation preference of $100,000
and guaranteed by SPARTECH. The debentures:
Are convertible along with the trust's preferred securities, at the option of
the preferred security holders, into shares of the Company's common stock at a
conversion price equivalent to $34.00 per share of common stock, for a total of
2,941,176 shares;
Are redeemable along with the trust's preferred securities, at the Company's
option after March 1, 2003, at a price equal to 104.90% of the principal amount
plus accrued interest which declines annually to a price equal to the principal
amount plus accrued and unpaid interest after March 1, 2010; and
Mature and are payable, along with the trust's preferred securities, on March
31, 2015, if they have not been previously redeemed or converted.
On March 5, 1999, the Company issued $50,000 of 6.5% convertible subordinated
debentures to Spartech Capital Trust, a Delaware trust controlled by the
Company. The Company used the proceeds to repay borrowings under its bank credit
facilities. The debentures are the sole asset of the trust and eliminate in
consolidation. The trust purchased the debentures with the proceeds of a $50,000
private placement of 6.5% convertible preferred securities of the trust, having
an aggregate liquidation preference of $50,000 and guaranteed by the Company.
The debentures:
Are convertible along with the trust's preferred securities, at the option of
the preferred security holders, into shares of the Company's common stock at a
conversion price equivalent to $30.55 per share of common stock, for a total of
1,636,661 shares;
Are redeemable along with the trust's preferred securities, at the Company's
option after March 1, 2002, at a price equal to 104.56% of the principal amount
plus accrued interest which declines annually to a price equal to the principal
amount plus accrued and unpaid interest after March 1, 2009; and
Mature and are payable, along with the trust's preferred securities, on March
31, 2014, if they have not been previously redeemed or converted.
8) Shareholders' Equity & Stock Options
The authorized capital stock of the Company consists of 45 million shares of
$.75 par value common stock and 4 million shares of $1 par value preferred
stock.
In April 2001, the Company adopted a Shareholder Rights Plan by declaring a
dividend of one Preferred Share Purchase Right (Right) for each outstanding
share of the Company's common stock. The Rights will initially trade with, and
will be inseparable from, the common stock. Prior to exercise, a Right does not
give its holder any dividend, voting, or liquidation rights. Under certain
circumstances, a Right may be exercised to purchase one one-thousandth of a
share of Series Z Preferred Stock for $70 per share. The Rights become
exercisable, subject to certain exceptions, if a new person or group acquires
beneficial ownership of 15% or more, to purchase shares of the Company's common
stock with a market value of $140.00, for $70.00 per Right. The Rights will
expire on April 2, 2011 and may be redeemed by the Company for $.01 per Right at
any time before a new person or group becomes a beneficial owner of 15% or more
of the Company's outstanding common stock.
The Company has a Stock Option Plan for executive officers, key employees, and
directors. The minimum option price is the fair market value per share at the
date of grant, and the exercise price may not be decreased after the date of
grant. Options are granted with lives ranging from 5-10 years and vest over a
four-year period. No more than 3,000,000 shares may be issued as incentive
stock options under the plan, and the maximum number of shares issuable annually
under the plan is limited to 10% of the Company's outstanding common shares
(excluding treasury shares) at the prior year end. Notwithstanding the
foregoing, the Board of Directors has resolved that at no time will the total
unexercised options issued to employees be in excess of 10% of the then
outstanding common shares. Subject to the limitations discussed above, the
number of options granted pursuant to these plans is at the discretion of the
Compensation Committee of the Board of Directors.
A summary of the combined activity for the Company's stock options for fiscal
years 2002, 2001, and 2000 follows (shares in thousands):
2002 2001 2000
Shares Weighted Shares Weighted Shares Weighted
Under Average Under Average Under Average
Option Exercise Price Option Exercise Price Option Exercise Price
------ -------------- ------- -------------- -------- --------------
Outstanding, beginning of year 2,463 $16.67 2,475 $15.86 2,838 $10.91
Granted 576 $21.38 489 $12.48 484 $28.48
Exercised (609) $10.99 (481) $7.01 (830) $6.58
Canceled/Expired (48) $18.36 (20) $22.09 (17) $15.84
------ ------- --------
Outstanding, end of year 2,382 $19.23 2,463 $16.67 2,475 $15.86
====== ====== =======
Exercisable, end of year 1,453 1,681 1,826
====== ======= =======
Weighted average fair
Value of options granted $6.91 $3.32 $10.66
====== ======= =======
Information with respect to options outstanding at November 2, 2002 follows (shares in thousands):
Outstanding Weighted Excercisable
Average Remaining Average
Range of Exercise Prices Shares Exercise Price Contractual Life Shares Exercise Price
--------- ------------- ---------------- ------- --------------
$10.88-16.00 958 $13.63 6.1 years 690 $ 14.58
$16.40-21.10 856 $19.89 7.3 years 364 $18.73
$21.94 -27.00 115 $24.00 7.4 years 47 $23.08
$28.63-28.94 453 $28.63 5.5 years 352 $28.63
--------- -------
2,382 1,453
========= =======
The Company follows Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" in accounting for its employee stock options. Under
APB 25, if the exercise price of the stock option equals the market price of the
underlying stock on the issuance date, no compensation expense is recognized.
The Company is required by Statement of Financial Accounting Standards No. 123
"Accounting for Stock-Based Compensation" to provide pro forma disclosures under
an alternative fair value method of accounting. The weighted average fair
values of options granted were estimated using the Black-Scholes option-pricing
model with the following assumptions:
2002 2001 2000
-------------- ----------- -------------
Expected Dividend Yield 2.00% 3.00% 1.20%
Expected Volatility 35% 30% 35%
Risk-Free Interest Rates 4.38-5.14% 4.76-5.17% 6.03-6.68%
Expected Lives 5 Years 5 Years 5 Years
Had compensation expense been recognized based on these hypothetical values the
Company's net income for 2002, 2001, and 2000 would have been $31,751, $28,883,
and $46,715, respectively, and diluted earnings per share for 2002, 2001, and
2000 would have been $1.12, $1.08, and $1.62, respectively. As a result of
changing assumptions, these hypothetical calculations are not necessarily
representative of future results.
9) Income Taxes
The provision for income taxes for fiscal years 2002, 2001, and 2000 is
comprised of the following:
2002 2001 2000
Federal:
Current $8,651 $9,104 $18,627
Deferred 6,890 5,338 8,116
State 2,393 1,833 2,695
Foreign 1,859 1,375 1,285
------- ------ -------
Provision for income taxes $19,793 $17,650 $30,723
======= ======= =======
Earnings before income taxes for 2002, 2001, and 2000 include $ 5,329, $4,016,
and $3,521, respectively from non-U.S. operations. The income tax provision on
earnings of the Company differs from the amounts computed by applying the U.S.
Federal tax rate of 35% as follows:
2002 2001 2000
-------- -------- ------
Federal income taxes at
statutory rate $18,922 $16,644 $28,221
State income taxes, net of
applicable
Federal income tax benefits 1,555 1,191 1,752
Other (684) (185) 750
--------- --------- --------
$19,793 $17,650 $30,723
========= =========== ==========
At November 2, 2002 and November 3 ,2001, the Company's principal components of
deferred tax assets and liabilities consisted of the following:
2002 2001
-------- -------
Deferred tax assets:
Tax carryforwards $- $186
Bad debt reserves 1,398 1,165
Inventories 318 146
Accrued liabilities 9,827 9,294
------- -------
$11,543 $10,791
======== =======
Deferred tax liabilities:
Depreciation $52,951 $45,528
Goodwill and other intangibles 15,137 12,859
-------- -------
$68,088 $58,387
========= ========
At November 2, 2002 and November 3, 2001, the net current deferred tax asset was
$6,434 and $5,575, respectively, and the net noncurrent deferred tax liability
was $62,979 and $53,171, respectively.
10) Earnings Per Share
Basic earnings per share excludes any dilution and is computed by dividing net
income available to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.
The reconciliation of the net earnings and weighted average number of common
shares used in the computations of basic and diluted earnings per share for
2002, 2001, and 2000, was as follows (shares in thousands):
2002 2001 2000
----------------- ---------------- ----------------
Earnings Shares Earnings Shares Earnings Shares
Basic earnings per $34,270 27,895 $29,903 26,697 $49,907 27,322
share
Effect of stock options - 484 - 445 - 871
Effect of convertible
preferred securities - - 2,086 1,554 4,990 3,681
-------- ------- --------- ------- -------- ------
Diluted earnings per $34,270 28,379 $31,989 28,696 $54,897 31,874
share
======== ======= ======== ======= ======== ======
The effect of stock options represents the shares resulting from the assumed
exercise of outstanding stock options calculated using the treasury stock
method. The effect of convertible preferred securities represents the shares
resulting from the assumed conversion using the "if converted" method and the
add back of the distributions on preferred securities after tax for the assumed
conversion at the beginning of each year. During certain quarters in 2002,
convertible preferred securities were antidilutive, and therefore not assumed to
be converted.
11) Employee Benefits
The Company sponsors or contributes to various defined contribution retirement
benefit and savings plans covering substantially all employees. The total cost
of such plans for fiscal years 2002, 2001, and 2000 was $2,742, $3,084, and
$3,093, respectively.
12) Cash Flow Information
Supplemental information on cash flows for fiscal years 2002, 2001, and 2000 was
as follows:
2002 2001 2000
------ --------- -------
Cash paid during the year for:
Interest $28,267 $36,084 $32,424
Income taxes $4,507 $9,863 $21,685
Schedule of business acquisitions/divestitures:
Fair value of assets acquired (disposed) $57,521 $(31,219) $249,584
Liabilities (assumed) transferred (5,589) 4,019 (21,706)
Non-cash consideration/holdback payments (2,840) 4,887 (2,324)
Total cash paid (received) $49,092 $(22,313) $225,554
13) Commitments and Contingencies
The Company conducts certain of its operations in facilities under operating
leases. Rental expense for 2002, 2001, and 2000, was $9,264, $8,967, and $8,611,
respectively.
Future minimum lease payments under non-cancelable operating leases, by fiscal
year, are: 2003-$7,234; 2004-$5,707; 2005-$4,303; 2006-$3,028; 2007-$2,619, and
$7,188, thereafter.
The Company is also subject to various other claims, lawsuits, and
administrative proceedings arising in the ordinary course of business with
respect to commercial, product liability, employment, and other matters, several
of which claim substantial amounts of damages. While it is not possible to
estimate with certainty the ultimate legal and financial liability with respect
to these claims, lawsuits, and administrative proceedings, the Company believes
that the outcome of these other matters will not have a material adverse effect
on the Company's financial position or results of operations. The Company
currently has no litigation with respect to any environmental matters.
14) Segment Information
The Company's forty-three facilities are organized into three reportable
segments based on the nature of the products manufactured. The Company utilizes
operating earnings to evaluate business segment performance and determine the
allocation of resources. Segment accounting policies are the same as policies
described in Note 1. A description of reportable segments for the Company
follows:
Custom Sheet & Rollstock - This segment has twenty-three manufacturing
facilities and is the largest extruder of plastic sheet, custom rollstock, and
cell cast acrylic sheet in North America. The segment's finished products are
formed by its customers for use in a wide variety of markets.
Color & Specialty Compounds - This segment operates thirteen plants throughout
North America and Europe. The Color & Specialty Compounds segment manufactures
custom-designed plastic alloys, compounds, color concentrates, and calendered
film for utilization in numerous applications.
Molded & Profile Products - This segment has seven North American facilities
which manufacture a number of proprietary items. These include injection molded
products, complete thermoplastic wheels and tires, and profile extruded
products.
Corporate & Other includes unallocated corporate office expenses and other non-
allocated expenses. Assets included in Corporate & Other are made up primarily
of deferred taxes, cash & cash equivalents.
2002 2001 2000
----------- ---------- -----------
Net Sales
Custom Sheet & Rollstock $600,486 $621,866 $639,600
Color & Specialty Compounds 235,728 227,809 248,973
Molded & Profile Products 62,094 87,384 98,959
---------- ---------- -----------
Total Net Sales $898,308 $937,059 $987,532
========== ========== ===========
Operating Earnings
Custom Sheet & Rollstock $62,294 $66,589 $74,838
Color & Specialty Compounds 25,721 24,767 30,810
Molded & Profile Products 3,496 8,571 12,307
Corporate & Other (10,632) (17,553) (8,194)
---------- ---------- -----------
Total Operating Earnings $80,879* $82,374* $109,761
========== ========== ===========
Assets
Custom Sheet & Rollstock $509,513 $527,388 $539,984
Color & Specialty Compounds 254,371 210,752 228,646
Molded & Profile Products 77,252 64,059 93,926
Corporate & Other 24,118 12,904 26,413
---------- ---------- -----------
Total Assets $865,254 $815,103 $888,969
========== ========== ===========
Depreciation and Amortization
Custom Sheet & Rollstock $16,364 $20,011 $18,388
Color & Specialty Compounds 8,705 9,502 8,556
Molded & Profile Products 2,608 5,130 4,605
Corporate & Other 443 278 356
---------- ---------- -----------
Total Depreciation and Amortization $28,120 $34,921 $31,905
========== ========== ===========
Capital Expenditures
Custom Sheet & Rollstock $16,062 $7,915 $15,999
Color & Specialty Compounds 6,153 3,097 8,205
Molded & Profile Products 4,357 4,567 4,644
Corporate & Other 1,645 658 344
---------- ---------- -----------
Total Capital Expenditures $28,217 $16,237 $29,192
========== ========== ===========
*Total Operating Earnings for 2001 are reduced by the pre-tax $9,090 non-
recurring charges related to the impairment of long-lived assets, severance, and
plant closedown costs ($8,080 reflected as Corporate & Other) and total
operating earnings for 2002 benefited from the elimination of $8,129 of goodwill
amortization incurred in the prior year.
In addition to external sales to customers, intersegment sales were $25,950,
$27,544, and $23,864 for the fiscal years ended 2002, 2001, and 2000,
respectively. Nearly all intersegment sales were generated from our Color &
Specialty Compounds segment.
The Company operates in three reportable geographic areas - the United States,
Canada, and Europe. Geographic financial information for fiscal years 2002,
2001, and 2000 was as follows:
Net Sales Property, Plant and Equipment,
Net
2002 2001 2000 2002 2001 2000
--------- --------- --------- --------- --------- --------
United States $819,108 $826,826 $860,488 $258,827 $253,484 $273,056
Canada 67,868 100,268 119,082 19,061 17,200 35,565
Europe 11,332 9,965 7,962 2,586 3,471 3,000
--------- --------- --------- --------- --------- --------
$898,308 $937,059 $987,532 $280,474 $274,155 $311,621
========= ========== ======== ======== ========= =========
15) Comprehensive Income
Comprehensive Income is an entity's change in equity during the period related
to transactions, events, and circumstances from non-owner sources. The
reconciliation of Net Earnings to Comprehensive Income for fiscal years 2002,
2001, and 2000 was as follows:
2002 2001 2000
------------- ----------- -------------
Net Earnings $34,270 $29,903 $ 49,907
Other Comprehensive Income:
Foreign Currency Translation
Adjustments 1,518 (2,381) (2,693)
Cash Flow Hedge Adjustments (465) (5,749) -
------------- ----------- -------------
Comprehensive Income $35,323 $21,773 $47,214
============== =========== =============
On November 8, 2000, the Company entered into a fixed interest rate swap as a
hedge of $125,000 of variable rate credit facilities. The Company pays interest
under the swap at 6.06%. The reduction in comprehensive income for the cash
flow hedge represents the change in the liability, net of the related tax, for
the reduction in value resulting from the net payment under the swap and the
decline in interest rates since the swap's inception. At November 2, 2002,
accumulated other comprehensive loss consisted of $6,964 in foreign currency
translation adjustments and $6,214 in cash flow hedge adjustments.
16) Quarterly Financial Information
Certain unaudited quarterly financial information for the fiscal years ended
November 2, 2002 and November 3, 2001 was as follows:
Quarter Ended Fiscal
Jan April July Oct Year
-------- --------- --------- -------- --------
2002
Net Sales $190,668 $233,204 $237,242 $237,194 $898,308
Gross Profit 27,161 36,058 38,252 33,692 135,163
Net Earnings 4,862 9,074 11,486 8,848 34,270
Net Earnings Per .18 .34 .40 .30 1.23
Share - Basic
- Diluted .18 .33 .39 .30 1.21
2001
Net Sales $240,635 $252,099 $228,501 $215,824 $937,059
Gross Profit 39,654 42,706 36,524 33,165 152,049
Net Earnings 8,555 10,123 4,659* 6,566 29,903*
Net Earnings Per .32 .38 .17* .25 1.12*
Share - Basic
- Diluted .32 .37 .17* .24 1.11*
* - Reduced by pre-tax $9,090 non-recurring charges related to the impairment of
long-lived assets, severance, and plant closedown costs.
Management Report
To Our Shareholders
The financial statements of SPARTECH Corporation and subsidiaries were prepared
under the direction of management, which is responsible for their integrity and
objectivity. The statements have been prepared in conformity with generally
accepted accounting principles and, as such, include amounts based on informed
estimates and judgment of management.
Management has developed a system of internal controls, which is designed to
ensure that the books and records accurately reflect the transactions of the
Company and that its established policies and procedures are followed properly.
This system is augmented by written policies and procedures, and the selection
and training of qualified personnel.
Ernst & Young LLP, independent public accountants, is engaged to provide an
objective audit of the financial statements of SPARTECH Corporation and issue
reports thereon. Their audit is conducted in accordance with generally accepted
auditing standards in the United States.
The Board of Directors, acting upon the advice and recommendations of the Audit
Committee, is responsible for assuring that management fulfills its
responsibilities in preparing the financial statements and for engaging the
independent public accountants with whom the Committee reviews the scope of the
audits and the accounting principles to be applied in financial reporting. The
Committee meets regularly with the independent public accountants and
representatives of management to review their activities and ensure that each is
properly discharging its responsibilities.
/s/Bradley B. Buechler /s/Randy C. Martin
Chairman, President Executive Vice President
& Chief Executive Officer & Chief Financial Officer
Reports of Independent Accountants
Board of Directors SPARTECH Corporation
We have audited the accompanying consolidated balance sheet of SPARTECH
Corporation (a Delaware corporation) as of November 2, 2002 and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the year then ended. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of SPARTECH Corporation as of November 3, 2001 and for the years
ended November 3, 2001 and October 28, 2000 were audited by other auditors who
have ceased operation. Those auditors expressed an unqualified opinion on those
financial statements in their report dated December 6, 2001.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of SPARTECH
Corporation at November 2, 2002 and the consolidated results of its operations
and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States.
As discussed in Note 5 to the consolidated financial statements, the company
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets", in 2002.
/s/Ernst & Young LLP
St. Louis, Missouri
December 12, 2002
This Report is a Copy of the Previously Issued Report and Has Not Been Reissued
by Arthur Andersen LLP
We have audited the accompanying consolidated balance sheet of SPARTECH
Corporation (a Delaware Corporation) and subsidiaries as of November 3, 2001 and
October 28, 2000, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the three fiscal years in the
period ended November 3, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SPARTECH Corporation and
subsidiaries as of November 3, 2001 and October 28, 2000, and the results of
their operations and their cash flows for each of the three fiscal years in the
period ended November 3, 2001 in conformity with accounting principles generally
accepted in the United States.
Arthur Andersen LLP
St. Louis, Missouri
December 6, 2001
The following table sets forth selected financial data for each of the most
recent eleven years. This data should be read in conjunction with the
Consolidated Financial Statements and Notes related thereto, and Management's
Discussion and Analysis which begins on Page 11 of this Report. (Amounts in
Thousands, except per share data).
2002 2001 2000 1999 1998
--------- ---------- --------- ---------- ---------
SUMMARY OF OPERATIONS
Net Sales:
In Dollars $898,308 $937,059 $987,532 $790,427 $670,477
In Pounds 1,205,000 1,198,000 1,309,000 1,186,000 902,000
Gross Profit $135,163 $152,049 $171,669 $136,962 $111,215
Depreciation & $28,120 $34,921 $31,905 $23,222 $18,530
Amortization
Operating Earnings $80,879 $82,374* $109,761 $87,707 $69,728
Interest & Preferred $26,816 $34,821 $29,131 $16,198 $13,602
Distributions
Net Earnings $34,270 $29,903* $49,907 $43,071 $33,720
PER SHARE INFORMATION
Earnings Per Share- $1.21 $1.11* $1.72 $1.48 $1.18
Diluted
Dividends Declared Per $.38 $.38 $.34 $.28 $.24
Share
Book Value Per Share $9.93 $8.11 $7.86 $6.98 $5.72
BALANCE SHEET
INFORMATION
Working Capital $93,288 $111,146 $111,041 $77,698 $72,204
Total Debt $238,332 $288,714 $352,845 $230,309 $254,220
Total Assets $865,254 $815,103 $888,969 $625,401 $533,309
Cash Flow From $87,070 $70,453 $60,413 $76,547 $64,546
Operations
Capital Expenditures $28,217 $16,237 $29,129 $24,692 $17,859
Shareholders' Equity $290,698 $216,546 $211,022 $190,042 $153,596
RATIOS/OTHER DATA
Gross Margin 15.0% 16.2% 17.4% 17.3% 16.6%
Operating Margin 9.0% 8.8%* 11.1% 11.1% 10.4%
Effective Tax Rate 36.6% 37.1% 38.1% 39.8% 39.9%
Total Debt to 35.1% 44.1% 49.4% 49.0% 62.3%
Capitalization
Return on Average 13.5% 14.0%* 24.9% 25.1% 23.9%
Equity
Number of Employees 3,475 3,300 4,075 3,350 2,700
Common Shares:
Outstanding at Year-End 29,285 26,700 26,864 27,240 26,861
Weighted Average- 28,379 28,696 31,874 29,982 28,609
Diluted
1997 1996 1995 1994 1993 1992
--------- --------- -------- --------- --------- ---------
SUMMARY OF
OPERATIONS
Net Sales:
In Dollars $514,891 $401,132 $361,080 $263,008 $194,136 $173,020
In Pounds 535,000 409,000 283,000 234,000 216,000 202,000
Gross Profit $82,215 $60,572 $49,879 $36,998 $28,008 $25,042
Depreciation & $11,548 $7,211 $5,798 $4,422 $4,000 $3,622
Amortization
Operating $49,701 $34,492 $24,604 $16,410 $10,569 $9,178
Earnings
Interest & $8,393 $5,062 $4,960 $3,125 $3,350 $4,495
Preferred
Distributions
Net Earnings $25,493 $18,317 $14,534 $10,835 $6,716 $4,220
PER SHARE
INFORMATION
Earnings Per $.92 $.73 $.60 $.46 $.30 $.21
Share-Diluted
Dividends $.20 $.15 $.09 $- $- $-
Declared Per
Share
Book Value Per $4.85 $4.26 $3.09 $6.75 $5.85 $5.06
Share
BALANCE SHEET
INFORMATION
Working Capital $63,429 $54,261 $45,108 $26,351 $25,032 $23,997
Total Debt $142,614 $98,466 $59,510 $39,169 $39,417 $44,922
Total Assets $358,803 $288,960 $178,329 $135,720 $114,194 $106,546
Cash Flow From $48,390 $23,160 $16,487 $13,358 $10,645 $2,864
Operations
Capital $12,172 $9,220 $9,477 $7,819 $2,583 $2,222
Expenditures
Shareholders' $128,389 $112,395 $72,128 $58,233 $46,041 $39,121
Equity
RATIOS/OTHER
DATA
Gross Margin 16.0% 15.1% 13.8% 14.1% 14.4% 14.5%
Operating Margin 9.7% 8.6% 6.8% 6.2% 5.4% 5.3%
Effective Tax 38.3% 37.8% 26.0% 18.4% 7.0% 9.9%
Rate
Total Debt to 52.6% 46.7% 45.2% 40.2% 46.1% 53.5%
Capitalization
Return on 21.2% 19.9% 22.3% 20.8% 15.8% 18.8%
Average Equity
Number of 2,125 1,800 1,200 925 700 665
Employees
Common Shares:
Outstanding at 26,480 26,400 23,353 8,629 7,873 7,738
Year-End
Weighted Average- 27,838 25,115 24,111 23,434 23,438 18,986
Diluted
* - Reduced by pre-tax $9.1 million non-recurring charges related to the
impairment of long-lived assets, severance and plant closedown costs.
ANNUAL SHAREHOLDERS' MEETING
SPARTECH's Annual Shareholders' Meeting will be held on Wednesday, March 12,
2003 at Washington University's Knight Center, One Brookings Drive, St. Louis,
Missouri at 10:00 a.m. A formal notice of the Meeting, together with a Proxy
Statement, will be mailed before the meeting to shareholders entitled to vote.
COMMON STOCK AND TRANSFER AGENT
As of January 1, 2003, there were approximately 5,500 shareholders of the
Company's common stock. The Company's Registrar and Transfer Agent is Mellon
Investor Services, LLC, 85 Challenger Overpeck Center, Ridgefield Park, New
Jersey 07660. SPARTECH Corporation's common stock is traded on the New York
Stock Exchange under the symbol "SEH." Quarterly stock prices for fiscal years
2002 and 2001, and year-ends 1999 to 2002, are shown to the right.
DIVIDEND REINVESTMENT PLAN AND REPORT ON FORM 10-K
A Dividend Reinvestment Plan is available to shareholders of the Company,
allowing for the automatic investment of cash dividends and direct cash
purchases of SPARTECH common stock. For details on the Plan, please contact the
Company's Registrar and Transfer Agent, Mellon Investor Services LLC, at (888)
213-0965. The Company's common stock dividends paid for fiscal years 1999 -
2002 are shown to the right. In addition, the Company will provide, without
charge to any shareholder, a copy of its 2002 Report on Form 10-K as filed with
the Securities and Exchange Commission. Requests should be directed to SPARTECH
Investor Relations at (888) 721-4242. Additionally, a link to all of the
Company's SEC filings can be found in the Investor Relations section of the
Company's website at www.spartech.com.
RESEARCH AND INFORMATIONAL REPORTS
Research and informational reports on SPARTECH Corporation are available from
the following companies and individuals by calling SPARTECH Investor Relations
at
(888) 721-4242 or the listed companies direct at the numbers shown below:
Commerce Capital - Chris Crooks (215) 282-4018
Deutsche Bank - David Begleiter (212) 469-5473
First Analysis - Alan Cohen (312) 258-1400
Goldman Sachs - Kunal Banerjee (212) 357-4318
Merrill Lynch - Jacqueline Boland (416) 369-2190
McDonald Investments - Saul Ludwig (216) 443-4646
Sidebar Graph Chart
2002 Quarterly Common Stock Prices
1st = $22.95-$19.26
2nd = $27.10-$20.51
3rd = $27.75-$21.00
4th = $22.35-$17.90
Sidebar Graph Chart
2001 Quarterly Common Stock Prices
1st = $20.94-$10.56
2nd = $19.79-$15.00
3rd = $24.30-$18.70
4th = $24.00-$18.05
Sidebar Graph Chart
1999-2002 Year-End Common Stock Prices
1999 = $28.63
2000 = $13.00
2001 = $21.05
2002 = $18.79
Sidebar Graph Chart
1999-2002 Common Stock Dividends
1999 = .28 cents
2000 = .34 cents
2001 = .38 cents
2002 = .38 cents