UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended October 29, 1994.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to
_________
Commission file number 1-5911
SPARTECH CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 43-0761773
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification Number)
7733 FORSYTH, SUITE 1450, CLAYTON, MISSOURI
63105-1817
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(314) 721-4242
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
Registered
Common Stock, $.75 par value New York Stock
Exchange
9% Convertible Subordinated
Debentures due 1999 New York Stock
Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act
of 1934 during the preceding 12 months (or for such shorter
period that
the Registrant was required to file such reports), and (2) has
been
subject to
such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to
Item 405 of Regulation S-K is not contained herein, and will not
be
contained, to the best of registrant's knowledge, in definitive
proxy or
information statements incorporated by reference in Part III of
this
Form 10-K or any amendment to this Form 10-K. [ ]
There were 8,708,177 shares of common stock outstanding as
of January
1, 1995. The aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $27,685,037 on
January
1, 1995.
Documents incorporated by reference:
- Portions of the 1994 Annual Report to Shareholders are
incorporated by reference into Parts II and IV.
- Portions of the Definitive Proxy Statement for the
1995 Annual Meeting of Shareholders are incorporated
by reference into Part III.
PART I
Item 1. DESCRIPTION OF BUSINESS
General
Spartech Corporation, together with its subsidiaries ("Spartech"
or the
"Company"), is in the plastics processing business, with its
principal products
being:
Rigid sheet & rollstock - which is sold to various manufacturers
who use
plastic components in their industrial products. The principal
uses of
the Company's rigid sheet & rollstock are vehicle interiors,
signs, spas
and showers, food packaging products, burial vault liners, boats
and
private watercraft, and refrigerators. The Company is the
nation's
largest custom extruder of rigid plastic sheet & rollstock,
operating ten
plants (including the two extrusion plants purchased from Pawnee
Industries, Inc. on November 1, 1994) nationwide under the name
Spartech
Plastics.
Specialty alloys, compounds and color concentrates - which are
sold
principally to manufacturers of specialized footwear, shutters,
loose-
leaf binders, cosmetic packaging products, and numerous other
custom
plastic applications. The Company produces and distributes
these
products from four plants (including the color concentrate plant
purchased from Pawnee Industries, Inc. on November 1, 1994)
under the
names Spartech Compounding and Spartech Vy-Cal Plastics.
The Company's principal executive office is located at 7733
Forsyth
Boulevard, Suite 1450, Clayton, Missouri 63105-1817, telephone
(314) 721-4242.
The Company was incorporated in 1968, succeeding a business which
had commenced
operations in 1960. In late 1983, the Company began a
restructuring program,
focusing on its plastics processing business (Alchem Plastics) and
disposing of
all of its non-plastics operating businesses. Since 1983, the
Company has
expanded its plastics business primarily through acquisitions. The
acquisitions (including the November 1, 1994 acquisition of Pawnee
Industries,
Inc.'s Extrusion and Color Divisions) that comprise the Company's
current
operating facilities include:
Date
Acquired Business Acquired Principal Product
May 1984 Southwest Converting, Inc. Rigid Sheet & Rollstock
January 1986 Franklin/Vy-Cal Plastics Specialty Alloys &
Compounds
December 1986 Atlas Plastics Corp. Rigid Sheet & Rollstock
December 1986 The Resin Exchange, Inc. Specialty Alloys &
Compounds
July 1987 Eagle Plastics, Inc. Rigid Sheet & Rollstock
January 1993 Penda Corporation's Custom
Extrusion Division* Rigid Sheet & Rollstock
February 1994 Product Components, Inc. Rigid Sheet & Rollstock
November 1994 Pawnee Industries, Inc.** Rigid Sheet & Rollstock
and
Color Concentrates
* Includes Penda's Polystyrene, Print Grade Lithographic Styrene
and
PET business.
** Includes only Pawnee's Extrusion and Color Divisions.
Rigid Sheet & Rollstock
The Company's rigid sheet & rollstock group (including Pawnee
Industries,
Inc.'s Extrusion Division, purchased on November 1, 1994) operates
under the
name Spartech Plastics and is one of the nation's largest custom
extruders of
rigid sheet & rollstock, manufacturing and marketing both single
and multilayer
co-extruded plastic sheet for many applications. The group,
operating over 60
extrusion lines, annually produces nearly 300 million pounds of
rigid sheet &
rollstock from several types of resin, including acrylonitrile
butadiene
styrene ("ABS"), polycarbonate, polypropylene, acrylic,
polystyrene, and
polyethylene, on a custom basis for end product manufacturers.
Net sales and operating earnings (consisting of earnings before
interest,
taxes and corporate operations/allocations) of the rigid sheet &
rollstock
group (prior to the November 1994 acquisition of Pawnee Industries,
Inc.) for
fiscal years 1994, 1993, and 1992 are as follows:
Fiscal Year
(Dollars in millions)
1994 1993 1992
Net Sales $210.0 $150.1 $127.9
Operating Earnings $ 18.8 $ 11.7 $ 8.9
Products - Customers of the rigid sheet & rollstock group use
the Company's
plastic sheet & rollstock principally in the manufacture of vehicle
interiors,
signs, spas and showers, food packaging products, burial vault
liners, boats
and private watercraft, and refrigerators. Most of the Company's
customers
thermoform, cut, and trim their plastic sheet for various end uses.
Manufacturing and Production - The principal raw materials used
in
manufacturing rigid sheet & rollstock are plastic resins in pellet
form, which
are crude oil or natural gas derivatives. The Company extrudes a
wide variety
of plastic resins, including ABS, polystyrene, poly-carbonate,
polyethylene,
acrylic, PET, PVC, and polypropylene.
Approximately 45% of the Company's plastic sheet is presently
produced in a
single layer using conventional extrusion processes. In some
cases, the
Company will coat this plastic sheet or laminate sheets together in
order to
achieve performance characteristics desired by customers for
particular
applications. The Company also produces plastic sheet of up to
three layers
using a co-extrusion process, combining the materials in distinct
layers as it
is extruded through the die into a sheet form.
Marketing, Sales and Distribution - The custom sheet extrusion
business has
generally been a regional business supplying manufacturers within
an estimated
750 mile radius of each of the group's ten plants because of
shipping costs for
rigid plastic material and the need for prompt response to customer
requirements and specifications. The outdoor sign and spa
businesses, however,
are slightly more national in scope.
The Company markets its rigid sheet & rollstock products
principally through
its own sales force, but also uses a limited number of independent
sales
representatives. The Company generally does not sell products of
the rigid
sheet & rollstock group under long-term contracts. During fiscal
1994, the
rigid sheet & rollstock group sold its products to approximately
1,200
customers.
Specialty Alloys, Compounds and Color Concentrates
The Company's specialty alloys, compounds and color concentrates
group
(including Pawnee Industries, Inc.'s Color Division, purchased on
November 1,
1994) is comprised of Spartech Compounding and Spartech Vy-Cal
Plastics, which
operates a vinyl calender in the production of finished PVC film.
The specialty alloys, compounds and color concentrates group
primarily
manufactures plastic alloys, compounds and color concentrates for
end product
manufacturers. In addition, the Spartech Compounding-Cape
Girardeau facility
distributes thermoplastic resins purchased from other resin
suppliers. The
group annually produces/distributes approximately 85 million pounds
of thermo-
plastic compounds and color concentrates, selling to a number of
large and
small manufacturers of precision plastic products.
Net sales and operating earnings (consisting of earnings before
interest,
taxes and corporate operations/allocations) of the specialty alloys
& compounds
group (prior to the November 1994 acquisition of Pawnee Industries,
Inc.) for
fiscal years 1994, 1993, and 1992 are as follows:
Fiscal Year
(Dollars in millions)
1994 1993 1992
Net Sales $46.6 $39.3 $40.7
Operating Earnings $ 2.8 $ 2.2 $ 3.2
Products - Customers of the specialty alloys, compounds and
color
concentrates group include both extrusion and injection molding
businesses.
The group's compounds are principally used in the manufacture of
specialized
footwear, shutters, loose-leaf binders, cosmetic packaging
products, and
numerous other custom plastic applications.
The specialty alloys, compounds and color concentrates group
(Spartech
Compounding) produces a highly diversified range of compounds,
including: FDA
clear compounds for food, beverage, and medical applications;
phosphorescent
and fluorescent compounds; PVC combinations incorporating nitrile,
elvaloy, and
polyurethane for chemical and abrasion resistance for footwear,
color compounds
and other specialty applications.
Spartech Vy-Cal Plastics operates a vinyl calender, supplying
finished PVC
film to manufacturers of loose-leaf binders, decorator grade
wallcoverings, and
packaging products for the medical industry. It operates as a
custom specialty
house with its own laboratory facility for quality testing of
color, thickness,
texture, tensile strength, and dimensional stability of its
specialized film
output.
Manufacturing and Production - The principal raw materials used in
manufacturing specialty plastic alloys, compounds and color
concentrates are
plastic resins in powder and pellet form, primarily PVC and ABS,
with
colorants, stabilizers, and several other additives used to obtain
particular
qualities in the plastic resin once it is heated and extruded or
molded into
end products.
The group has well-equipped laboratory facilities, with
experimental
extruders and various types of chemical analysis and testing
equipment. In
addition to compounding technology, the group has developed
enhanced
capabilities to produce color concentrates and additives.
Marketing, Sales and Distribution - The specialty alloys,
compounds and
color concentrates group markets most of its products to East Coast
and Midwest
customers. The group markets its products principally through its
own sales
force, but also uses independent sales representatives. During
fiscal 1994,
the specialty alloys & compounds group sold its products to
approximately 525
customers.
Raw Materials
The various plastic resins used by the Company in its processing
and
manufacturing operations are crude oil or natural gas derivatives
and are
available from a number of domestic and foreign suppliers.
Accordingly, the
Company's raw materials are only somewhat affected by supply and
demand price
trends of the petroleum industry; pricing of the resins tends to
follow its own
supply and demand equation except in periods of anticipated or
actual shortages
of crude oil or natural gas. The Company is not aware of any
trends in the
petroleum industry which will significantly affect its sources of
raw materials
in fiscal 1995.
The Company does business with most of the major resin
manufacturers and has
enjoyed good relationships with such suppliers over the past
several years.
The Company has been able to adequately obtain all of its required
raw
materials to date and expects to be able to continue to satisfy its
requirements in fiscal 1995 and beyond.
Seasonality
The Company's sales volume has somewhat of a seasonal pattern,
with the
period February through October of each year being the most active
time. Fewer
orders are placed and less manufacturing activity occurs during the
period
November through January. This seasonal variation tends to track
the
manufacturing activities of the Company's various customers in each
region.
Competition
The rigid sheet & rollstock and compounding industries are each
highly
competitive. Since the Company manufactures a wide variety of
products, it
competes in different areas with many other companies, some of
which are much
larger than the Company and have more extensive production
facilities, larger
sales and marketing staffs, and substantially greater financial
resources than
the Company.
Important competitive factors in each of the Company's businesses
include (1)
the ability to manufacture consistently to required quality levels,
(2) provide
excellent customer service, including timely deliveries, (3) skill
in raw
material purchasing, and (4) production line optimization to make
the products
profitably.
The Company is an intermediate processor of rigid sheet &
rollstock which is
sold to customers who shape it for their end use with thermoforming
equipment.
Several of these customers have, or upon expansion may acquire,
extrusion
machinery. Moreover, some customers are large enough to justify
building their
own molds and shifting from thermoforming to an injection molding
process.
Injection molded products are competitive whenever large quantities
are
produced or fine detailing or contouring is required on the end
product, which
is more difficult to obtain through thermoforming. However,
thermoforming
techniques have been improved in recent years and are generally
less expensive
than other manufacturing methods due to equipment costs and other
associated
start-up expenses. In addition, several customers of the Company's
specialty
alloys, compounds and color concentrates division have the
capability to
formulate their own alloys, compounds and color concentrates.
However, the
Company expects to benefit from a growing trend of out-sourcing of
specialized
semifinished materials by many manufacturers.
Backlog
The Company estimates that the total dollar volume of its backlog
as of
November 30, 1994, was approximately $27.9 million, which
represents
approximately four weeks of production for both the rigid sheet &
rollstock and
specialty alloys, compounds and color concentrates groups. The
backlog at the
same time in 1993 was approximately $14.7 million.
Employees
The Company's total employment (including personnel associated
with the
Pawnee Industries, Inc. November 1, 1994 acquisition) approximates
1,200.
There are 930 production personnel at the Company's 14 plants, 32%
of whom are
union employees covered by several collective bargaining
agreements. There
have been no strikes in the past three years, except for a five
week stoppage
at the Spartech Vy-Cal plant in Pennsylvania during fiscal 1992, in
connection
with the negotiation of a new contract. Management personnel total
approximately 270 supervisory/clerical employees, none of whom are
unionized.
The Company believes that all of its employee and union relations
are
satisfactory.
Government Regulation
The Company is subject to various laws governing employee safety
and
environmental matters. The Company believes it is in material
compliance with
all such laws and does not anticipate large expenditures in fiscal
1995 to
comply with any applicable regulations. The Company is subject to
federal,
state, and local laws and regulations governing the quantity of
certain
specified substances that may be emitted into the air, discharged
into
interstate and intrastate waters, and otherwise disposed of on and
off the
properties of the Company. The Company has not incurred
significant
expenditures in order to comply with such laws and regulations, nor
does it
anticipate continued compliance therewith to materially affect its
earnings or
competitive position.
Item 2. PROPERTIES
The Company operates in plants and offices aggregating 1,114,000
square feet
of space. Approximately 532,000 square feet of plant and office
space is
leased with the remaining 582,000 square feet owned by the Company.
A summary
of the Company's principal operating facilities follows:
Size in
Square
Owned/
Location Description Feet
Leased
Rigid Sheet & Rollstock
Arlington, TX Extrusion plant & offices 132,000
Leased
Atlanta, GA Extrusion plant & offices 80,000
Leased
Cape Girardeau, MO Extrusion plant & offices 100,000
Owned
30,000
Leased
Clare, MI Extrusion plant & offices 27,000
Owned
La Mirada, CA Extrusion plant & offices 76,000
Leased
Mankato, MN Extrusion plant & offices 33,000
Owned
25,000
Leased
McMinnville, OR Extrusion plant & offices 40,000
Owned
Paulding, OH * Extrusion plant & offices 66,000
Owned
53,000
Leased
Richmond, IN Extrusion plant & offices 52,000
Owned
40,000
Leased
Wichita, KS * Extrusion plant & offices 65,000
Owned
60,000
Leased
Specialty Alloys, Compounds and Color Concentrates
Cape Girardeau, MO Compounding plant & offices 57,000
Owned
36,000
Leased
Conshohocken, PA Calendering plant & offices 50,000
Owned
Goddard, KS * Color Conc. plant & offices 33,000
Owned
Kearny, NJ Compounding plant & offices 59,000
Owned
* Acquired in November 1994 in connection with Pawnee
Industries, Inc.
purchase.
In addition, the Company leases office facilities in St. Louis,
Missouri, the
aggregate square footage of approximately 5,500.
The plants located at the premises listed above are equipped with
62 sheet
extrusion lines, 42 supplementary co-extruders, 8 compounding-
milling lines, 5
color compounding lines, a calendering line, cutting and grinding
machinery,
resin storage facilities, warehouse equipment, and quality
laboratories at all
locations. The Company believes that the present facilities are
adequate for
the level of business anticipated in fiscal year 1995.
The Company also owns plants and office facilities in Monroe,
Louisiana, and
Brooklyn, New York, the aggregate square footage of which is
approximately
128,000 and 65,000, respectively. The buildings are currently
being leased to
independent third parties.
Item 3. LEGAL PROCEEDINGS
On June 2, 1992, Mr. Lawrence M. Powers, a former Director and
former
Chairman of the Board and Chief Executive Officer of the Company,
filed a
lawsuit in the United States District Court for the Southern
District of New
York against the Company and certain of its Directors and major
shareholders.
In the suit, Mr. Powers claims that, by reason of the Company's
April 30, 1992,
debt-to-equity restructuring, (which he had previously, on April
13, 1992,
voted in favor of as a Director) the Company should adjust his
existing stock
options, provide for the issuance of 167,744 additional shares of
common stock
to him, and award to him attorney's fees and interest. Mr. Powers
seeks
judgment against the Company and the other defendants: (1) in
excess of $13
million plus punitive damages, (2) requiring the Company to issue
him an
additional 167,744 shares of common stock, (3) requiring an
adjustment
increasing his then outstanding options to purchase the Company's
common stock
from 1,871,201 shares to 4,080,000 shares, and (4) for attorney's
fees and
interest. In June 1993, in responding to the Company's request for
summary
judgment, the court ruled the Board of Director's decision to not
adjust Mr.
Powers' options was "final, binding and conclusive" unless Mr.
Powers can
establish the Board was not acting independently and that it could
not have
acted appropriately. Discovery was allowed to continue in the
litigation. The
Company believes that Mr. Powers' litigation is without merit and
is defending
against it vigorously.
The Company currently has no litigation with respect to any
environmental
matters.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security
holders during
the fourth quarter of the fiscal year ended October 29, 1994.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information entitled "Common Stock" on page 21 of the 1994
Annual Report
to Shareholders, attached hereto as Exhibit 13, is incorporated by
reference in
response to this item.
Item 6. SELECTED FINANCIAL DATA
The information on page 22 of the 1994 Annual Report to
Shareholders,
attached hereto as Exhibit 13, is incorporated by reference in
response to this
item.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
The information on pages 8 and 9 of the 1994 Annual Report to
Share-holders,
attached hereto as Exhibit 13, is incorporated by reference in
response to this
item.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information entitled "Quarterly Financial Information" on
page 21 of the
1994 Annual Report to Shareholders, attached hereto as Exhibit 13,
is
incorporated by reference in response to this item.
In addition, the financial statements of the Registrant filed
herewith are
set forth as Item 14 included in Part IV of this Report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning Directors of the Company contained in
the section
entitled "Election of Directors" of the Definitive Proxy Statement
for the 1995
Annual Meeting of Shareholders to be filed with the Commission on
or about
January 20, 1995, is incorporated herein by reference in response
to this item.
In addition, the following table sets forth certain information
with respect to
the Company's executive officers:
Position with the Company
Name Age and Date Appointed
Bradley B. Buechler 46 President (April 1987),
Chief
Executive (October 1991) and
Chief Operating (May 1985)
Officer, and Director
(February
1984)
David B. Mueller 41 Vice President of Finance,
Chief
Financial Officer (February
1988), Secretary (October
1991),
and Director (March 1994)
Daniel J. Yoder 53 Vice President - Engineering
and
Technology (May 1990)
Mr. Buechler, a CPA, was with Arthur Andersen & Co. before the
commencement of
his employment with the Company in 1981. Prior to the positions
currently
held, he was the Company's Corporate Controller and Vice President
- - - - - - - Finance
from 1981-1984.
Mr. Mueller, a CPA, was previously with Arthur Andersen & Co. for
seven
years. He most recently was Corporate Controller of Apex Oil
Company, a large
independent oil company, from 1981 - 1988.
Mr. Yoder was General Manager of the Company's Spartech Plastics
Central
Region from 1986-1990. From 1983-1986 he was Vice President of
Manufacturing
for Atlas Plastics, Corp., prior to its acquisition by the Company.
Item 11. EXECUTIVE COMPENSATION
Cash Compensation
The information contained in the sections entitled "Management
Remuneration"
and "Meetings and Committees of the Board and Remuneration of
Directors" of the
Definitive Proxy Statement for the 1995 Annual Meeting of
Shareholders to be
filed with the Commission on or about January 20, 1995 is
incorporated herein
by reference in response to this item.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information contained in the sections entitled "Security
Ownership of
Certain Beneficial Owners and Management" of the Definitive Proxy
Statement for
the 1995 Annual Meeting of Shareholders to be filed with the
Commission on or
about January 20, 1995 is incorporated herein by reference in
response to this
item.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained in the section entitled "Election of
Directors" and
"Management Remuneration" of the Definitive Proxy Statement for the
1995 Annual
Meeting of Shareholders to be filed with the Commission on or about
January 20,
1995 is incorporated herein by reference in response to this item.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
The following financial statements, financial statement schedules
and
exhibits are incorporated by reference from the 1994 Annual Report
to
Shareholders and/or filed as part of this Form 10-K:
Page
Annual
Report
Form 10-K to
Shareholders
Report of Independent Public Accountants F-1 20
Financial Statements
Consolidated Balance Sheet - 10
Consolidated Statement of Operations - 11
Consolidated Statement of Shareholders' Equity - 12
Consolidated Statement of Cash Flows - 13
Notes To Consolidated Financial Statements - 14-19
Financial Statement Schedules
Schedule
Number Description
V. Property, Plant and Equipment F-2 -
VI. Accumulated Depreciation, Depletion F-3 -
and Amortization of Property, Plant
and Equipment
VIII. Valuation and Qualifying Accounts F-4 -
Exhibits
Exhibits required to be filed by Item 601(a) of Regulation S-K
are included
as Exhibits to this report as follows:
Exhibit
3* Articles of Incorporation and By-Laws
10(A)** Amended and Restated Employment Agreement dated
July 1,
1992, between Bradley B. Buechler and Spartech
Corporation
10(B)** Amended and Restated Employment Agreement dated
July 1,
1992, between David B. Mueller and Spartech
Corporation
10(C)** Amended and Restated Employment Agreement dated
June 30,
1992, between Daniel J. Yoder and Spartech Corporation
10(D)*** Spartech Corporation Incentive Stock Option Plan
dated
July 26, 1991
10(E)*** Spartech Corporation Restricted Stock Option Plan
dated
July 26, 1991
10(F)**** Asset Purchase and Sale Agreement between Spartech
Corporation (Buyer) and Pawnee Industries, Inc. (Seller)
11 Statement re Computation of Per Share Earnings
13 Pages 8-23 of the 1994 Annual Report to Shareholders
22***** Subsidiaries of Registrant
23 Consent of Independent Public Accountants
24 Powers of Attorney
27 Financial Data Schedule
* Filed in response to the Commission's comments concerning
the Company's
Proxy Statement relating to the Annual Meeting of Shareholders held
June 10,
1992, filed with the Commission on May 27, 1992, and incorporated
herein by
reference.
** Filed as an exhibit to the Company's Annual Report on Form
10-K for the
fiscal year ended October 31, 1992, filed with the Commission on
January 7,
1993, and incorporated herein by reference.
*** Filed as an exhibit to the Company's annual report on Form
10-K for the
fiscal year ended November 2, 1991, filed with the Commission on
February 18,
1992, and incorporated herein by reference.
**** Filed as an exhibit to the Company's Form 8-K, dated
November 1, 1994,
filed with the Commission on November 16, 1994, and incorporated
herein by
reference.
***** Filed as an exhibit to the Company's annual report on Form
10-K for the
fiscal year ended November 3, 1990, filed with the Commission on
February 1,
1991, and incorporated herein by reference.
All other financial statements and schedules not listed have been
omitted
since the required information is included in the consolidated
financial
statements or the notes thereto, or is not applicable or required.
Reports on Form 8-K
A report on Form 8-K, dealing with the signing of the letter of
intent to
purchase the assets of the Extrusion and Color Divisions of Pawnee
Industries
Inc., was filed on September 13, 1994. On November 1, 1994,
Spartech
Corporation completed the acquisition of Pawnee Industries, Inc.'s
Extrusion
and Color Divisions and filed, on November 16, 1994, a Report on
Form 8-K
regarding this acquisition.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Ex
change Act of 1934, the Registrant has duly caused this report to
be signed on
its behalf by the undersigned, thereunto duly authorized.
SPARTECH CORPORATION
January 6, 1995 By: /S/ Bradley B. Buechler
(Date) Bradley B. Buechler
President, Chief Executive
and
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this
report has been signed below by the following persons on behalf of
the Regis
trant and in the capacities and on the date indicated.
DATE SIGNATURES TITLE
January 6, 1995 /S/ Bradley B. Buechler President, Chief
Executive
Bradley B. Buechler and Chief Operating
Officer,
and Director (Principal
Executive Officer)
January 6, 1995 /S/ David B. Mueller Vice President of
Finance
David B. Mueller and Chief Financial
Officer,
and Director (Principal
Financial and Accounting Officer)
January 6, 1995 /S/ John F. Arning Director
John F. Arning*
January 6, 1995 /S/ Thomas L. Cassidy Director
Thomas L. Cassidy*
January 6, 1995 /S/ W. R. Clerihue Chairman of the Board
and
W. R. Clerihue* Director
January 6, 1995 /S/ Francis J. Eaton Director
Francis J. Eaton*
January 6, 1995 /S/ Jackson W. Robinson Director
Jackson W. Robinson*
January 6, 1995 /S/ Rodney H. Sellers Director
Rodney H. Sellers*
* By Bradley B. Buechler as Attorney-in-Fact pursuant to Powers of
Attorney
executed by the Directors listed above, which Powers of Attorney
have been
filed with the Securities and Exchange Commission.
/S/ Bradley B. Buechler
Bradley B. Buechler
As Attorney-in-Fact
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO SPARTECH CORPORATION
We have audited in accordance with generally accepted auditing
standards,
the financial statements included in SPARTECH Corporation's 1994
Annual Report
to shareholders incorporated by reference in this Form 10-K, and
have issued
our report thereon dated December 6, 1994. Our audit was made for
the purposes
of forming an opinion on those statements taken as a whole.
Schedules V, VI
and VIII included in this Form 10-K are presented for purposes of
complying
with the Securities and Exchange Commission's rules and are not
part of the
basic financial statements. These schedules have been subjected to
the
auditing procedures applied in our audit of the basic financial
statements and,
in our opinion, fairly state in all material respects the financial
data
required to be set forth therein in relation to the basic financial
statements
taken as a whole.
ARTHUR ANDERSEN LLP
St. Louis, Missouri
December 6, 1994
SPARTECH CORPORATION AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR FISCAL YEARS ENDED 1994, 1993 AND 1992
(Dollars in thousands)
BALANCE AT
BALANCE AT
BEGINNING ADDITIONS RETIREMENTS/
END
CLASSIFICATION OF PERIOD AT COST RECLASSIFICATIONS
OF PERIOD
October 29, 1994:
Land $ 4,307 $ 66 $ (47)
$ 4,326
Bldgs. & improvements 12,423 1,464 (121)
13,766
Machinery & equipment 39,175 11,331 (483)
50,023
Furniture & fixtures 2,068 291 (45)
2,314
$ 57,973 $ 13,152 $ (696)
$ 70,429
October 30, 1993:
Land $ 4,307 $ - $ -
$ 4,307
Bldgs. & improvements 12,321 102 -
12,423
Machinery & equipment 35,188 3,890 97
39,175
Furniture & fixtures 2,108 105 (145)
2,068
$ 53,924 $ 4,097 $ (48)
$ 57,973
October 31, 1992:
Land $ 4,307 $ - $ -
$ 4,307
Bldgs. & improvements 12,103 238 (20)
12,321
Machinery & equipment 33,371 1,928 (111)
35,188
Furniture & fixtures 2,196 161 (249)
2,108
$ 51,977 $ 2,327 $ (380)
$ 53,924
Fiscal year 1994 additions include the property, plant and
equipment acquired
from Product Components, Inc. ("ProCom") in February of 1994.
Fiscal year 1993
additions include the equipment acquired from Penda Corporation in
January of
1993.
SPARTECH CORPORATION AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR FISCAL YEARS ENDED 1994, 1993 AND 1992
(Dollars in thousands)
ADDITIONS
AND
CHARGES
BALANCE AT TO COST
BALANCE AT
BEGINNING AND RETIREMENTS/
END
CLASSIFICATION OF PERIOD EXPENSES RECLASSIFICATIONS
OF PERIOD
October 29, 1994:
Bldgs. & improvements $ 3,693 $ 766 $ (3)
$ 4,456
Machinery & equipment 15,120 2,816 (326)
17,610
Furniture & fixtures 1,523 218 (34)
1,707
$ 20,336 $ 3,800 $ (363)
$ 23,773
October 30, 1993:
Bldgs. & improvements $ 2,964 $ 727 $ 2
$ 3,693
Machinery & equipment 12,526 2,382 212
15,120
Furniture & fixtures 1,523 235 (235)
1,523
$ 17,013 $ 3,344 $ (21)
$ 20,336
October 31, 1992:
Bldgs. & improvements $ 2,410 $ 560 $ (6)
$ 2,964
Machinery & equipment 10,695 1,879 (48)
12,526
Furniture & fixtures 1,377 367 (221)
1,523
$ 14,482 $ 2,806 $ (275)
$ 17,013
SPARTECH CORPORATION AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR FISCAL YEARS ENDED 1994, 1993 AND 1992
(Dollars in thousands)
ADDITIONS
AND
CHARGES
BALANCE AT TO COSTS
BALANCE AT
BEGINNING AND
END
DESCRIPTION OF PERIOD EXPENSES WRITE-OFFS
OF PERIOD
October 29, 1994:
Allowance for
Doubtful Accounts $ 1,044 $ 1,477 $ (1,106)
$ 1,415
October 30, 1993:
Allowance for
Doubtful Accounts $ 845 $ 1,027 $ (828)
$ 1,044
Reserve for
Discontinued Operations $ 497 $ - $ (497)
$ -
October 31, 1992:
Allowance for
Doubtful Accounts $ 788 $ 511 $ (454)
$ 845
Reserve for
Discontinued Operations $ 9,637 $ - $ (9,140)
$ 497
Fiscal year 1994 additions and write-offs include activity relating
to the
acquisition of Product Components, Inc. ("ProCom") in February of
1994.