SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE Securities
Exchange Act of 1934 for the transition period from ______ to ______
Commission File Number 1-5911
SPARTECH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 43-0761773
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 S. CENTRAL SUITE 1700, CLAYTON, MISSOURI, 63105
(Address of principal executive offices)
(314) 721-4242
(Registrant's telephone number, including area code)
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
Number of shares outstanding as of April 30, 2005:
COMMON STOCK, $.75 PAR VALUE PER SHARE 31,885,667
SPARTECH CORPORATION AND SUBSIDIARIES
INDEX
APRIL 30, 2005
PART I. FINANCIAL INFORMATION PAGE
- ------- ----
Item 1. CONSOLIDATED CONDENSED BALANCE SHEET -
as of April 30, 2005 and October 30, 2004 3
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS - for the
quarter and six months ended April 30, 2005 and May 1, 2004 4
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS - for the six
months ended April 30, 2005 and May 1, 2004 5
NOTES TO CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK 29
Item 4. CONTROLS AND PROCEDURES 29
PART II. OTHER INFORMATION
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS 31
Item 6. EXHIBITS 31
SIGNATURES 32
CERTIFICATIONS 33
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SPARTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
(Dollars in thousands)
ASSETS
APR. 30, 2005
(UNAUDITED) OCT. 30, 2004
----------- -------------
CURRENT ASSETS
Cash and equivalents $ 10,752 $ 48,954
Receivables, net 220,285 188,427
Inventories 153,750 142,035
Prepaids and other 16,989 20,718
---------- ----------
TOTAL CURRENT ASSETS 401,776 400,134
Property, plant and equipment 518,127 538,271
Less accumulated depreciation 197,893 207,526
---------- ----------
NET PROPERTY, PLANT AND EQUIPMENT 320,234 330,745
GOODWILL, NET 358,159 361,957
OTHER INTANGIBLE ASSETS, NET 43,861 43,967
OTHER ASSETS 19,807 12,811
---------- ----------
$1,143,837 $1,149,614
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 18,313 $ 18,027
Accounts payable 130,845 116,386
Accrued liabilities 41,945 44,223
---------- ----------
TOTAL CURRENT LIABILITIES 191,103 178,636
---------- ----------
Convertible subordinated debentures 154,639 154,639
Other long-term debt, less
current maturities 291,254 301,425
---------- ----------
TOTAL LONG-TERM DEBT 445,893 456,064
Deferred taxes 89,478 94,825
Other long-term liabilities 9,233 2,357
---------- ----------
TOTAL LONG-TERM LIABILITIES 544,604 553,246
---------- ----------
SHAREHOLDERS' EQUITY
Common stock, 33,131,846
shares issued in 2005 and 2004 24,849 24,849
Contributed capital 197,251 196,264
Retained earnings 215,161 220,136
Treasury stock, at cost, 1,246,179 shares
in 2005 and 952,073 shares in 2004 (28,987) (23,653)
Accumulated other comprehensive income (loss) (144) 136
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 408,130 417,732
---------- ----------
$1,143,837 $1,149,614
========== ==========
See accompanying notes to consolidated condensed financial statements.
3
SPARTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(Unaudited and dollars in thousands, except per share amounts)
QUARTER ENDED SIX MONTHS ENDED
------------- ----------------
APR. 30, MAY 1, APR. 30, MAY 1,
2005 2004 2005 2004
--------- --------- --------- ---------
NET SALES $ 377,658 $ 287,591 $ 682,170 $ 529,054
--------- --------- --------- ---------
COSTS AND EXPENSES
Cost of sales 333,046 243,879 609,142 451,919
Selling and administrative 18,941 15,055 35,816 29,085
Fixed Asset Charge 10,386 -- 10,386 --
Restructuring & Exit Costs 7,619 -- 7,619 --
Amortization of intangibles 1,414 607 2,672 1,201
--------- --------- --------- ---------
371,406 259,541 665,635 482,205
--------- --------- --------- ---------
OPERATING EARNINGS 6,252 28,050 16,535 46,849
Interest 6,378 6,175 12,852 12,505
--------- --------- --------- ---------
EARNINGS (LOSS) BEFORE INCOME TAXES (126) 21,875 3,683 34,344
Income Taxes (46) 8,356 945 13,119
--------- --------- --------- ---------
NET EARNINGS (LOSS) $ (80) $ 13,519 $ 2,738 $ 21,225
========= ========= ========= =========
NET EARNINGS (LOSS) PER COMMON SHARE:
Basic $ ( - ) $ .42 $ .09 $ .69
========= ========= ========= =========
Diluted $ ( - ) $ .41 $ .08 $ .68
========= ========= ========= =========
DIVIDENDS PER COMMON SHARE $ .12 $ .11 $ .24 $ .22
========= ========= ========= =========
See accompanying notes to consolidated condensed financial statements.
4
SPARTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(Unaudited and dollars in thousands)
SIX MONTHS ENDED
APR. 30, 2005 MAY 1, 2004
------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 2,738 $ 21,225
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Fixed Asset Charge 10,386 --
Restructuring & Exit Costs 7,163 --
Depreciation and amortization 20,739 16,968
Change in current assets and
liabilities, net of the effects
of acquisitions (27,339) (40,047)
Other, net (3,503) 104
-------- --------
NET CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES 10,184 (1,750)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (23,233) (12,514)
Business acquisition (1,224) (1,418)
Outsourcing acquisition -- (8,999)
-------- --------
NET CASH USED FOR INVESTING ACTIVITIES (24,457) (22,931)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Bank credit facility (payments)/
borrowings, net (9,830) (27,203)
Issuance of common stock -- 60,922
Payments on bonds and leases (579) (64)
Cash dividends on common stock (7,713) (6,763)
Stock options exercised 970 2,079
Treasury stock acquired (6,846) (172)
-------- --------
NET CASH (USED FOR)/PROVIDED BY
FINANCING ACTIVITIES (23,998) 28,799
-------- --------
Effect of exchange rate changes on cash
and equivalents 69 7
-------- --------
(DECREASE)/INCREASE IN CASH AND EQUIVALENTS (38,202) 4,125
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 48,954 3,779
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD $ 10,752 $ 7,904
======== ========
See accompanying notes to consolidated condensed financial statements.
5
SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
NOTE A - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Spartech
Corporation and its controlled affiliates (the Company). These financial
statements have been prepared on a condensed basis, and accordingly, certain
information and disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, the financial statements contain all
adjustments (consisting solely of normal recurring adjustments) and disclosures
necessary to make the information presented therein not misleading. These
financial statements should be read in conjunction with the consolidated
financial statements and accompanying footnotes thereto included in the
Company's October 30, 2004 Annual Report on Form 10-K.
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. Operating results for any quarter are historically
seasonal in nature and are not necessarily indicative of the results expected
for the full year.
NOTE B - ACQUISITION
On October 1, 2004, the Company completed the acquisition of substantially
all of the assets of three divisions of VPI, based in Sheboygan, Wisconsin. The
operations purchased included (1) the Sheet Products Division, a custom extruded
sheet manufacturer serving the graphic arts, medical packaging, and specialty
retail markets; (2) the Contract Manufacturing Division, a provider of
non-carpet flooring and sound barrier products to the transportation industry;
and (3) the Film & Converting Division which calenders, prints, and laminates
products for distribution to various markets including the Medical and
Recreation & Leisure industries. The Sheet Products Division was added to the
Company's Custom Sheet & Rollstock segment, and the Contract Manufacturing and
Film & Converting Divisions were added to the Color & Specialty Compounds
segment. Sales within these three acquired divisions totaled approximately $110
million for the 12 months prior to acquisition.
The cash price for this acquisition of approximately $87.5 million was
allocated to the assets acquired and liabilities assumed of $97.7 million and
$10.2 million, respectively. The assets acquired include $39.6 million of
property, plant, and equipment, $17.8 million of identified intangibles, and
$17.5 million of goodwill. All of the goodwill is deductible for tax purposes.
Identified intangibles and respective straight-line weighted average
amortization periods include $15.4 million of customer contracts and
relationships (ten years), $1.4 million of technology (ten years) and $1.0
million of non-compete agreements (three years). In the second
6
SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
quarter of fiscal 2005, we finalized the calculation of closing working capital
and paid an additional $1.2 million as an adjustment to the final purchase
price.
NOTE C - RESTRUCTURING
In the second quarter of fiscal 2005, the Company initiated several
operational changes to enhance short-term operating performance and longer term
operating efficiencies. The plan, which involves the closing and sale of certain
plant facilities, can be segregated into three categories: (i) the elimination
of non-core operations, (ii) the consolidation of capacity for similar
operations, and (iii) the transfer of synergistic or new business to other
existing operations.
The effect of the plan is to reduce our operations by seven facilities. In
addition, the Company had three properties held for sale at the end of the first
quarter of fiscal 2005. Of these ten facilities, we have completed the exit of
two, and the Company has eight facilities held for sale as of April 30, 2005,
(two of which include the sale of a portion of business as noted in the table
below). The major classes of assets and liabilities included in these disposal
groups are current assets of $4.3 million, property, plant and equipment of $8.3
million and current liabilities of $1.8 million. The following table summarizes
the facilities held for sale by reporting segment below:
CUSTOM SHEET COLOR & SPECIALTY ENGINEERED
& ROLLSTOCK COMPOUNDS PRODUCTS
----------- --------- --------
Cornwall, ON (Business) Conneaut, OH El Monte, CA (Business)
Redlands, CA Conshohocken, PA
Taylorville, IL Goddard, KS
Conneaut, OH
The cost of implementing the operational changes in the second quarter of
fiscal 2005 approximated $7.6 million which was comprised of $5.7 million of
non-cash fixed asset write-downs, $1.4 million of non-cash goodwill impairment
and $.5 million of cash restructuring charges. These charges are presented as
Restructuring & Exit Charges in the Consolidated Condensed Statement of
Operations.
7
SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
The fixed asset write-downs represent the charges incurred to write-down
the related assets to fair market value, less costs to sell. The following table
summarizes the non-cash fixed asset write-down charges recognized in the second
quarter of fiscal 2005 by reporting segment:
(IN MILLIONS)
FIXED ASSET
WRITE-DOWNS
Custom Sheet & Rollstock $ 2.0
Color & Specialty Compounds 2.5
Engineered Products 1.2
------
$ 5.7
======
Restructuring charges represent severance, equipment moves, relocation,
and other related costs. The predominant amounts of restructuring charges
incurred during the second quarter of fiscal 2005 were settled in cash by April
30, 2005. The Company will incur an additional estimated $.7 million of cash
restructuring costs in the third quarter of fiscal 2005 related to the closing
and sale of the eight facilities previously discussed. The following table
summarizes the restructuring charges incurred during the second quarter of
fiscal 2005 by reporting segment:
(IN MILLIONS)
RESTRUCTURING
CHARGES
-------
Custom Sheet & Rollstock $ .1
Color & Specialty Compounds .3
Engineered Products .1
------
$ .5
======
Refer to Note F for goodwill impairment charges by reporting segment and
Note M for a plant restructuring decision subsequent to the quarter end.
NOTE D - FIXED ASSET CHARGE
As part of the Company's Sarbanes-Oxley process, management initiated a
complete physical count of the Company's property, plant and equipment in the
first quarter of fiscal 2005. The counts were reconciled to balances recorded in
the Company's books and records during the second quarter of fiscal 2005 and
$7.8 million of equipment that no longer existed was identified and therefore,
was written off.
8
SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
Management believes that the cause of the $7.8 million in non-existing
equipment was mostly related to transactions for plant shutdowns and transfers
of equipment between plants. Although the Company is not under the
Sarbanes-Oxley rules which require management to identify material weaknesses in
the Company's internal controls until October 29, 2005, if the Company was, the
control issue over property, plant and equipment would be considered a material
weakness in the Company's internal controls. Due to the number of transactions,
passage of time since many of them occurred, and the weaknesses in documentation
and controls over these activities, management cannot specifically identify or
allocate these asset write-offs to distinct fiscal years with any certainty.
Management has taken corrective actions to institute new policies and procedures
for the tracking of equipment disposals and transfers of equipment between
plants, including periodic physical inventories of our property, plant and
equipment at each location.
During the count process, management also identified equipment that
exists and that management has decided to liquidate. The decision to liquidate
these assets resulted in a $2.6 million fixed asset impairment charge. This
impairment charge, combined with the non-existing asset write-off charge, is
presented as a total non-cash fixed asset charge of $10.4 million in the
Consolidated Condensed Statement of Operations for the second quarter of
fiscal 2005.
NOTE E - INVENTORIES
Inventories are valued at the lower of (i) actual cost to purchase or
manufacture the inventory (specific identification) or (ii) the current
estimated market value. Inventories at April 30, 2005 and October 30, 2004 are
comprised of the following components:
2005 2004
-------- --------
Raw materials $ 96,137 $ 82,571
Finished goods 57,613 59,464
-------- --------
$153,750 $142,035
======== ========
9
SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
NOTE F - GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill for the six months ended April
30, 2005 by reporting segment are as follows:
COLOR &
CUSTOM SHEET SPECIALTY ENGINEERED
& ROLLSTOCK COMPOUNDS PRODUCTS TOTAL
----------- --------- -------- -----
Balance, October 30, 2004 $ 212,850 $ 111,015 $ 38,092 $ 361,957
Impairment Charges (896) -- (523) (1,419)
Reclassifications (1,360) (1,019) -- (2,379)
--------- --------- --------- ---------
Balance, April 30, 2005 $ 210,594 $ 109,996 $ 37,569 $ 358,159
========= ========= ========= =========
Impairment charges result from the Company's plan to close and sell
certain facilities as discussed in Note C. Reclassifications represent
adjustments to the preliminary allocation of the cash price of the VPI
acquisition to the assets acquired and liabilities assumed. At April 30, 2005
other intangible assets with definite lives are as follows:
GROSS
CARRYING AMOUNT ACCUMULATED AMORTIZATION
-------------------- ------------------------
APR. 30, OCT. 30, APR. 30, OCT. 30,
2005 2004 2005 2004
------- ------- ------- -------
Non-compete agreements $ 3,698 $ 3,960 $ 1,722 $ 1,242
Customer contracts 21,225 18,981 3,744 2,380
Product formulations 18,231 17,811 2,727 2,063
------- ------- ------- -------
$43,154 $40,752 $ 8,193 $ 5,685
======= ======= ======= =======
Amortization expense for our existing other intangible assets over the
next five years is estimated to be: $4,360, $4,050, $2,981, $2,593 and $2,345
for the annual periods from May 1, 2005 to April 30, 2010. The Company has a
$8,900 trademark included in other intangible assets which has an indefinite
life.
10
SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
NOTE G - COMPREHENSIVE INCOME
Comprehensive Income is an entity's change in equity during the period
from transactions, events and circumstances from non-owner sources. The
reconciliation of Net Earnings to Comprehensive Income for the quarter and six
months ended April 30, 2005 and May 1, 2004 is as follows:
QUARTER ENDED SIX MONTHS ENDED
------------- ----------------
APR. 30, MAY 1, APR. 30, MAY 1,
2005 2004 2005 2004
-------- -------- -------- --------
Net Earnings (Loss) $ (80) $ 13,519 $ 2,738 $ 21,225
Foreign Currency Translation
Adjustments (1,364) (1,176) (157) (1,883)
Cash flow hedge adjustments -- 935 81 1,843
-------- -------- -------- --------
Total Comprehensive Income (Loss) $ (1,444) $ 13,278 $ 2,662 $ 21,185
======== ======== ======== ========
NOTE H - SEGMENT INFORMATION
The Company's 43 facilities are organized into three reportable segments
based on the nature of the products manufactured. Beginning in fiscal 2005,
Spartech PEP, which formerly was reported in the Custom Sheet & Rollstock
segment, is now included in the Color & Specialty Compounds segment. All prior
period segment results have been restated to be consistent with the current
period presentation. The Company's former Molded & Profile Products segment was
renamed to the Engineered Products segment effective in the second quarter of
fiscal 2005. The following presents the Company's net sales and operating
earnings by segment:
QUARTER ENDED SIX MONTHS ENDED
------------- ----------------
APR. 30, MAY 1, APR. 30, MAY 1,
NET SALES * 2005 2004 2005 2004
-------- -------- -------- --------
Custom Sheet & Rollstock $238,144 $183,448 $427,783 $338,777
Color & Specialty Compounds 113,429 83,187 210,532 154,491
Engineered Products 26,085 20,956 43,855 35,786
-------- -------- -------- --------
TOTAL NET SALES $377,658 $287,591 $682,170 $529,054
======== ======== ======== ========
QUARTER ENDED SIX MONTHS ENDED
------------- ----------------
APR. 30, MAY 1, APR. 30, MAY 1,
2005 2004 2005 2004
-------- -------- -------- --------
OPERATING EARNINGS
Custom Sheet & Rollstock $ 9,810 $ 21,107 $ 17,468 $ 35,565
Color & Specialty Compounds 2,785 7,503 8,484 13,749
Engineered Products (1,712) 2,595 (1,095) 3,825
Corporate/Other (4,631) (3,155) (8,322) (6,290)
-------- -------- -------- --------
TOTAL OPERATING EARNINGS $ 6,252 $ 28,050 $ 16,535 $ 46,849
======== ======== ======== ========
* Excludes intersegment sales of $16,736 and $13,168 for the three months
ended April 30, 2005 and May 1, 2004, respectively, and $27,754 and $25,665
for the six months ended April 30, 2005 and May 1, 2004, respectively,
primarily from the Color & Specialty Compounds segment.
11
SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
NOTE I - STOCK BASED COMPENSATION
The Company has adopted the disclosure-only provisions of SFAS 123. The
table below illustrates the effect on net earnings and net earnings per share if
the Company had applied the fair value recognition provisions of SFAS 123 to
stock-based employee compensation. The fair value estimate was computed using
the Black-Scholes option-pricing model. Most of the Company's options are
subject to a four-year vesting period.
QUARTER ENDED SIX MONTHS ENDED
------------- ----------------
APR. 30, MAY 1, APR. 30, MAY 1,
2005 2004 2005 2004
----- ---------- ---------- ----------
Net Earnings (Loss)
as Reported $ (80) $ 13,519 $ 2,738 $ 21,225
Pro Forma Impact of
Expensing Stock Options 535 442 1,070 884
----- ---------- ---------- ----------
Pro forma net earnings $(615) $ 13,077 $ 1,668 $ 20,341
===== ========== ========== ==========
Diluted Earnings per share:
As Reported
Basic $ ( - ) $ 0.42 $ 0.09 $ 0.69
Diluted $ ( - ) $ 0.41 $ 0.08 $ 0.68
Pro forma
Basic $(0.02) $ 0.41 $ 0.05 $ 0.66
Diluted $(0.02) $ 0.40 $ 0.05 $ 0.65
Assumptions Used:
Expected Dividend
Yield 2% 2% 2% 2%
Expected Volatility 35% 35% 35% 35%
Risk-Free Interest
Rates 3.6% 3.7% 3.6% 3.7%
Expected Lives 5.5 YEARS 5.5 Years 5.5 YEARS 5.5 Years
13
SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
NOTE J - RECENTLY ISSUED ACCOUNTING STANDARDS
In December 2004, the Financial Accounting Standards Board (FASB) issued a
revised version of Statement of Financial Accounting Standards (SFAS) 123,
"Share Based Payment," (SFAS 123R) which replaces the original SFAS 123,
"Accounting for Stock-Based Compensation" and supercedes Accounting Principals
Board (APB) Opinion 25, "Accounting for Stock Issued to Employees." SFAS 123R
requires public companies to recognize the costs associated with the award of
equity instruments to employees in the results of operations over the service
period related to the award. The cost is based on the fair value of the equity
instrument at the date of grant. The provisions of SFAS 123R will be effective
for the Company in the first quarter of 2006. The approximate impact of the
adoption of this standard on our historical net income and earnings per share is
disclosed in Note I.
NOTE K - EURO TERM LOAN
On February 16, 2005, the Company entered into a 20 million Euro term loan
that matures on February 16, 2010. Interest on the term loan is payable monthly
at a floating rate chosen by the Company equal to either the one-month,
three-month, or six-month EURIBO rate plus a 1% borrowing margin. The proceeds
of this loan were used to reimburse amounts that had been funded by the U.S.
parent and more effectively match Euro denominated debt with the Euro
denominated assets of our Donchery, France facility.
NOTE L - COMMITMENTS AND CONTINGENCIES
The Company has guaranteed 5.6 million Euros associated with the local
government's financing of our Donchery, France facility expansion. The Company
will enter into a lease for the expanded facility and the guarantee will
decrease over the fifteen-year term of the lease. This guarantee was recorded as
an other long-term asset and other long-term liability in the first quarter of
fiscal 2005.
In September 2003, the New Jersey Department of Environmental Protection
issued a directive and the United States Environmental Protection Agency
initiated an environmental investigation related to over 70 companies, including
a Spartech subsidiary, regarding the Lower Passaic River. Management has agreed
to participate along with 39 other companies in an environmental study to
determine the extent and sources of contamination at this site. The Company has
$156 accrued as of April 30, 2005 related to this issue and management believes
it is possible that the ultimate liability from this issue could materially
differ from this amount. This accrued amount includes estimated costs associated
with participation in the environmental study and legal fees. Due to
14
uncertainties inherent in this matter, management is unable to estimate the
Company's possible additional exposure upon the ultimate outcome of this issue
which is not expected to occur for a number of years. These uncertainties
primarily include the outcome of the environmental study and the percentage of
contamination attributable to our subsidiary and other parties.
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.
NOTE M - SUBSEQUENT EVENTS
On May 26, 2005, the Company entered into a Retirement Agreement and Release
(Retirement Agreement) with the former Chairman, President, and Chief Executive
Officer of the Company, Bradley B. Buechler. This Retirement Agreement replaces
his previous Amended and Restated Employment Agreement dated November 2, 2002
(Employment Agreement). Mr. Buechler's retirement and resignation from the Board
were both effective as of May 6, 2005.
The Retirement Agreement includes various terms and conditions pertaining
to Mr. Buechler's retirement. The payments and benefits paid to Mr. Buechler
under this Retirement Agreement are similar to those required under his
Employment Agreement and includes the following major provisions:
- A cash settlement paid June 3, 2005, based upon a multiple of Mr.
Buechler's former annual salary and previous deferred compensation
arrangement, totaling $2.7 million.
- A bonus to be paid based on the Company's fiscal 2005 results for
Mr. Buechler's pro rata employment through the effective date,
adjusted for certain non-recurring items.
- An amendment to the terms of his vested Stock Options to treat his
resignation as a retirement before having reached the minimum
retirement age of 60 specified in his option agreements, resulting
in a new measurement of the options for accounting purposes and a
non-cash expense of $.8 million.
The provisions of the Retirement Agreement will result in a charge to our
operating earnings in the third quarter of fiscal 2005 of $3.7 million.
In May 2005, the Company decided to terminate the lease on the Company's
airplane which is estimated to result in termination fees and selling expenses
of $.8 million. This charge is expected in the third quarter of fiscal 2005.
15
SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
Also, subsequent to the end of the second quarter of 2005, the Company
made a decision to sell an operating line that had been recently added to the
Color & Specialty Compounds segment that is expected to result in a fixed asset
impairment charge of approximately $3.5 million in the third quarter of 2005.
The decision was made possible as a result of the late 2004 VPI acquisition and
analysis of the capabilities and capacity within the newly acquired facility.
The Company continues to evaluate other operations which may lead to further
plant restructuring decisions, related exit costs, and property, plant and
equipment write-downs for opportunities where additional short and longer term
efficiencies are deemed to be achievable. Any such charges would be recorded
when those decisions are made and a plan is initiated.
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Net sales for the second quarter and first six months ended April 30, 2005
increased 31% and 29%, respectively over the same periods of the prior year. The
increases for both periods were primarily due to the impact of the VPI
acquisition and selling price increases, partially offset by flat to slightly
down internal volume. Despite the significant sales increases, net earnings
decreased in the second quarter and first six months of fiscal 2005 compared to
the same periods of the prior year primarily due to (i) the restructuring and
exit costs associated with the closing and sale of certain plant facilities and
fixed asset charges resulting from our company-wide physical count and
reconciliation in the second quarter of fiscal 2005, and (ii) the adverse impact
on margins in the first quarter of fiscal 2005 from sharp increases in raw
material costs and our inability to pass along price increases to customers as
quickly as the increase in these costs. The results for each segment are
presented below.
QUARTER ENDED SIX MONTHS ENDED
------------- ----------------
APR. 30, MAY 1, APR. 30, MAY 1,
NET SALES * 2005 2004 2005 2004
-------- -------- -------- --------
Custom Sheet & Rollstock $238,144 $183,448 $427,783 $338,777
Color & Specialty Compounds 113,429 83,187 210,532 154,491
Engineered Products 26,085 20,956 43,855 35,786
-------- -------- -------- --------
TOTAL NET SALES $377,658 $287,591 $682,170 $529,054
======== ======== ======== ========
* Excludes intersegment sales of $16,736 and $13,168 for the three months
ended April 30, 2005 and May 1, 2004, respectively, and $27,754 and $25,665
for the six months ended April 30, 2005 and May 1, 2004, respectively,
primarily from the Color & Specialty Compounds segment.
OPERATING EARNINGS (GAAP)
Custom Sheet & Rollstock $ 9,810 $ 21,107 $ 17,468 $ 35,565
Color & Specialty Compounds 2,785 7,503 8,484 13,749
Engineered Products (1,712) 2,595 (1,095) 3,825
Corporate/Other (4,631) (3,155) (8,322) (6,290)
-------- -------- -------- --------
$ 6,252 $ 28,050 $ 16,535 $ 46,849
======== ======== ======== ========
QUARTER ENDED SIX MONTHS ENDED
------------- ----------------
APR. 30, MAY 1, APR. 30, MAY 1,
2005 2004 2005 2004
------- ------- ------- ---------
RESTRUCTURING & EXIT COSTS
Custom Sheet & Rollstock $ 3,008 $ -- $ 3,008 $ --
Color & Specialty Compounds 2,731 -- 2,731 --
Engineered Products 1,880 -- 1,880 --
Corporate/Other -- -- -- --
------- ------- ------- ---------
$ 7,619 $ -- $ 7,619 $ --
======= ======= ======= =========
FIXED ASSET CHARGE
Custom Sheet & Rollstock $ 6,468 $ -- $ 6,468 $ --
Color & Specialty Compounds 1,675 -- 1,675 --
Engineered Products 1,618 -- 1,618 --
Corporate/Other 625 -- 625 --
------- ------- ------- ---------
$10,386 $ -- $10,386 $ --
======= ======= ======= =========
QUARTER ENDED SIX MONTHS ENDED
------------- ----------------
APR. 30, MAY 1, APR. 30, MAY 1,
2005 2004 2005 2004
------- ------- ------- -------
NON-GAAP RECONCILIATION (A)
Consolidated GAAP
Operating Earnings $ 6,252 $28,050 $16,535 $46,849
Restructuring & Exit Costs 7,619 -- 7,619 --
Fixed Asset Charges 10,386 -- 10,386 --
------- ------- ------- -------
CONSOLIDATED OPERATING EARNINGS
EXCLUDING RESTRUCTURING & EXIT
COSTS AND FIXED ASSET CHARGES
(NON-GAAP) $24,257 $28,050 $34,540 $46,849
======= ======= ======= =======
Note to Table:
- --------------
(a) Management believes that operating earnings excluding restructuring and
exit costs and fixed asset charges, which is a Non-GAAP measurement, is
meaningful to investors because it provides a view of the Company with respect
to ongoing operating results. Fixed asset charges and restructuring and exit
costs represent significant charges that are important to an understanding of
the Company's overall operating results in the periods presented. This non-GAAP
measurement is not recognized in accordance with generally accepted accounting
principles (GAAP) and should not be viewed as an alternative to GAAP measures
of performance. Operating earnings excluding fixed asset charges and
restructuring costs by segment are calculated in the same manner as the
consolidated reconciliation shown above.
17
Net sales were $377.7 million and $682.2 million for the quarter and six
months ended April 30, 2005. These amounts reflect a 31% and 29% increase,
respectively over net sales in the same quarter and six month period of the
prior year. The sales percentage increases for both periods were comprised of
the impact of the VPI acquisition (11%) and price/mix (21% impact for the
quarter and 18% impact for the first half), partially offset by a flat to a
slight decrease in volume. This volume change reflects a decrease in pounds sold
of toll-compounded material and lower-priced dunnage material to two separate
customers, offset by growth in pounds sold to our other customers. Excluding the
negative volume impact of the decrease in sales to the two major customers,
pounds sold increased approximately 2% and 4%, respectively in the quarter and
six months ended of the current period compared to the prior periods.
Cost of sales were $333.0 million and $609.1 million in the second quarter
and first half of fiscal 2005, compared with $243.9 million and $451.9 million
in the second quarter and first half of fiscal 2004. Cost of sales as a
percentage of net sales increased to 88.2% and 89.3% in the second quarter and
first half of fiscal 2005 from 84.8% and 85.4% in the respective periods of the
prior year. Material margin (net sales less material costs) as a percent of net
sales decreased between 6% and 7% for both periods of fiscal 2005 compared to
the respective periods of the prior year due to sharp increases in raw material
costs and the impact of passing on a majority of the increases to customers as
higher selling prices. Raw material prices for the Company's major resins
increased approximately 30 to 40%, depending on the resin, in the second quarter
and first half of fiscal 2005 over the same periods of the prior year. Material
margin per pound sold increased .7 cent and .3 cent, respectively in the second
quarter and first half of fiscal 2005 compared to the prior year same periods
due mostly to the mix impact of decreases in sales of the toll-compound and
lower priced dunnage material, both of which have lower material margins per
pound sold. Excluding the impact of these sales mix changes, material margin per
pound decreased .7 cent and 1 cent, respectively in the second quarter and first
half of fiscal 2005 from the same periods of fiscal 2004. These decreases were
mostly due to our inability to pass through selling price increases to customers
as quickly as the raw material price increased, as well as the impact of other
mix changes.
Conversion costs as a percent of net sales decreased to 23.1% and 25.0% in
the second quarter and first half of fiscal 2005 from 26.5% and 27.2% in the
second quarter and first half of fiscal 2004 due primarily to selling price
increases. However, on a per pound sold basis, conversion costs increased 1.3
cents and 1.9 cents in the second quarter and first half fiscal 2005 compared to
the same periods of the prior year as our cost restructuring efforts, which will
mitigate increases in conversion costs, have not yet taken effect. These
increases were mostly caused by rate increases in healthcare, workers'
compensation, freight and utilities, and the shift in product mix. Conversion
costs for the second quarter and first half of fiscal 2005 increased $10.8
million and $26.9 million, respectively compared to the same periods of the
prior year. In addition
18
to the items noted above, the VPI acquisition added $7.6 million in the second
quarter and $14.0 million for the first half of fiscal 2005, and general cost
increases contributed to the balance of this increase. Conversion costs per
pound in the second quarter of 2005 were approximately 2 cents better than the
first quarter of 2005 due to better operating leverage from our seasonally
higher volume.
The increases in conversion costs of $26.9 million for the first half of
fiscal 2005 compared to the prior year more than offset an increase in material
margin of $22.8 million, leading to a decrease in gross profit of $4.1 million.
The $10.8 million increase in conversion costs in the second quarter was more
than offset by an $11.7 million increase in material margin leading to an
increase of $.9 million in gross profit. The recovery in gross profit in the
second quarter versus the first quarter of fiscal 2005 over the same quarters of
the prior year reflect price increases to customers in the second quarter of
fiscal 2005. Gross profit for the second quarter and first half of fiscal 2005
includes $.3 million of inventory write-downs related to facilities held for
sale.
Selling and administrative expenses of $18.9 million and $35.8 million for
the quarter and first half of fiscal 2005 increased from $15.0 million and $29.0
million for the same periods of the prior year. Approximately half of these
increases were due to the VPI acquisition and the remaining increases were
primarily due to costs associated with Sarbanes-Oxley compliance efforts and
increased information technology investments. Selling and administrative
expenses as a percent of net sales were 5.0% and 5.2% in the second quarter and
first half of 2005 compared to 5.2% and 5.5% in the same periods of the prior
year. The lower percent of sales in this fiscal year to date compared to the
prior year is due to the impact of selling price increases.
In the second quarter of fiscal 2005, we initiated several operational
changes to enhance short-term operating performance and longer term operating
efficiencies. The plan, which involves the closing and sale of certain plant
facilities, resulted in $7.6 million of restructuring & exit costs in the second
quarter which was comprised of $5.7 million of non-cash fixed asset write-downs,
$1.4 million of non-cash write-down for goodwill impairment and $.5 million of
cash restructuring charges. Refer to Note C for detail of our restructuring
plan.
As part of our Sarbanes-Oxley compliance efforts, we initiated a complete
physical count of the Company's property, plant and equipment in the first
quarter of fiscal 2005. We reconciled the counts to amounts recorded in our
books and records in the second quarter and identified $7.8 million of property
that no longer physically existed and therefore was written off. We also
identified another $2.6 million of impairment losses pertaining to property that
exists, but we have decided to liquidate. The total of these two non-cash
charges of $10.4 million was recorded in the second quarter of fiscal 2005.
Refer to Note D for detail of these charges.
Amortization of intangibles increased to $1.4 million and $2.7 million for
the quarter and first half of fiscal 2005 from $.6 million and $1.2 million in
the comparable periods of last year. These increases primarily
19
reflect amortization of intangibles acquired as part of the VPI acquisition.
Operating earnings (GAAP) for the quarter and first six months of fiscal
2005 was $6.3 million and $16.5 million, or 1.7% and 2.4% of net sales, compared
to $28.1 million and $46.8 million, or 9.8% and 8.9% of net sales, for the
corresponding periods of the prior year. The decreases in operating earnings
(GAAP) for both periods were adversely impacted by the restructuring & exit
costs and fixed asset charges previously discussed. Operating earnings excluding
restructuring & exit costs and fixed asset charges (Non-GAAP) for the quarter
and first six months of fiscal 2005 was $24.3 million and $34.5 million, or 6.4%
and 5.1% of net sales, which compared to $28.1 million and $46.8 million, or
9.8% and 8.8% of net sales, for the same period of the prior year. These
decreases reflect lower than expected first quarter of fiscal 2005 results from
sharp increases in raw materials and our inability to pass along price increases
to customers as quickly as the increase in costs, and increases in conversion
costs and selling and administrative expenses in the first half of fiscal 2005
compared to the same period of the prior year. Lower operating earnings
excluding restructuring & exit costs and fixed asset charges (Non-GAAP) in the
second quarter of fiscal 2005 also reflects $.3 million of inventory write-downs
at facilities which are held for sale. In addition, operating earnings excluding
restructuring & exit costs (Non-GAAP) includes losses from businesses held for
sale of $.6 million and $1.1 million for the second quarter and first half of
fiscal 2005.
Interest expense of $6.4 million and $12.9 million in the second quarter
and first half of fiscal 2005 were comparable to the $6.2 million and $12.5
million in the comparable period of the prior year. These increases reflect
additional borrowings primarily due to the VPI acquisition, partially offset by
a decrease in average interest rate due to the expiration of our interest rate
swap on November 10, 2004.
Our effective tax rate was 36.5% and 25.7% in the second quarter and first
half of fiscal 2005 compared to 38.2% for both comparable periods of the prior
year. The decrease in tax rate in the first half of fiscal 2005 reflects a first
quarter reduction in deferred tax liabilities associated with the implementation
of state tax planning strategies that will reduce our long-term effective tax
rate, relative to low earnings before income taxes. We estimate that our tax
rate will approximate 37% for the remainder of fiscal 2005 resulting in an
approximate 36% effective tax rate for the fiscal year.
The Company reported a $.1 million net loss in the second quarter of
fiscal 2005 and $2.7 million of net earnings in the first half of fiscal 2005.
These amounts decreased from the $13.5 million and $21.2 million of net earnings
in the second quarter and first half of fiscal 2004 due to the reasons
previously discussed.
SEGMENT RESULTS
Net sales of the Custom Sheet & Rollstock segment increased by 30% and 26%
to $238.1 million and $427.8 million in the quarter and six months ended April
30, 2005 from $183.4 million and $338.8 million in the corresponding periods of
the prior year. Approximately 7% of the increases
20
were due to the VPI acquisition. Internal volume of pounds sold accounted for
approximately 3% and 1% of the growth in the second quarter and first half of
fiscal 2005 and the remaining growth for both periods was attributable to
price/mix. The majority of the price/mix impact reflects higher selling prices
to customers from the pass through of raw material price increases. The internal
volume growth for both periods was partially offset by a decrease in sales of
lower-priced dunnage material to this segment's largest customer due to a
decline in this customer's sales volumes. Excluding this impact, internal volume
of pounds sold increased approximately 7% in the second quarter and 5% in the
first half of fiscal 2005 compared to the same periods of the prior year. These
volume increases were primarily driven by strong demand in the Packaging and
Sign & Advertising markets. This segment's operating earnings (GAAP) for the
quarter and first half of fiscal 2005 were $9.8 million and $17.5 million which
compared to $21.1 million and $35.6 million for the same periods of the prior
year. The decreases in operating earnings for both periods were adversely
impacted by the restructuring & exit costs and fixed asset charges. Operating
earnings excluding restructuring & exit costs and fixed asset charges (Non-GAAP)
for the quarter and first six months of fiscal 2005 was $19.3 million and $26.9
million, or 8.1% and 6.3% of net sales, which compared to $21.1 million and
$35.6 million, or 11.5% and 10.5% of net sales, in the same periods of the prior
year. The decreases in these margins reflect sharp increases in raw material
prices and the impact of passing only a portion of these increases as higher
selling prices, higher health care and workers' compensation claims, higher
freight and utility costs. The decreases also reflect a negative impact on
earnings from the decrease in volume sold of lower-priced dunnage material and
start-up costs at our Donchery, France facility. In addition, the operating
earnings excluding restructuring & exit costs and fixed asset charges (Non-GAAP)
in the second quarter includes $.2 million of inventory write-down at a held for
sale facility. Operating earnings excluding restructuring & exit costs and fixed
asset charges (Non-GAAP) includes $.3 million and $.5 million of operating
losses in the second quarter and first half of fiscal 2005 related to a business
held for sale.
Net sales of the Color & Specialty Compounds segment were $113.4 million
and $210.5 million in the second quarter and first six months of fiscal 2005
representing a 36% increase over the same periods of fiscal 2004. Of the 36%
sales growth in the second quarter, approximately 22% was due to the VPI
acquisition and 22% was due to price/mix, most of which was attributable to
higher selling prices. The impact of these items was partially offset by an 8%
decrease in internal volume of pounds sold. The decrease in internal volume of
pounds sold for the quarter reflects a decrease in sales of toll-compounded
material to one customer and special-order sales to another customer that
occurred in the second quarter of the prior year but did not recur in the second
quarter of the current year. Excluding the decrease in sales volume to these two
customers, internal volume increased approximately 2%. Of the 36% sales growth
in the first half of fiscal 2005, approximately 14% was attributed to the VPI
acquisition and 23% was due to price/mix, most of which was attributable to
higher selling prices. These increases were partially offset by a 1% decrease in
internal volume of pound sold which was primarily attributable to the decrease
in sales to the aforementioned customers. Excluding the decrease in sales to
these two customers, internal volume of pounds sold
21
increased approximately 6% in the first half of fiscal 2005 compared to the
first half of fiscal 2004. This segment's operating earnings (GAAP) for the
quarter and first half of fiscal 2005 were $2.8 million and $8.5 million which
compared to $7.5 million and $13.7 million for the same periods of the prior
year. The decreases in operating earnings for both periods were adversely
impacted by the restructuring & exit costs and fixed asset charges. Operating
earnings excluding restructuring & exit costs and fixed asset charges (Non-GAAP)
for the quarter and first six months of fiscal 2005 was $7.2 million and $12.9
million, or 6.3% and 6.1% of net sales, which compared to $7.5 million and $13.7
million, or 9.0% and 8.9% of net sales, in the same periods of the prior year.
The decreases in these margins reflect increases in raw material prices and the
impact of passing a portion of these increases on to customers as higher selling
prices, higher freight and utility costs and start-up costs at our Donchery,
France facility. In addition, the operating earnings excluding restructuring &
exit costs and fixed asset charges (Non-GAAP) in the second quarter includes $.1
million of inventory write-downs at a facility that is held for sale.
Net sales of the Engineered Products segment increased by 24% and 23% to
$26.1 million and $43.9 million in the quarter and six months ended April 30,
2005 from $21.0 million and $35.8 million in the corresponding periods of the
prior year. The increases for both periods were primarily driven by increases in
sales volumes of wheels in the Lawn & Garden Market to new customers. In
addition, these increases reflect higher selling prices, the impact of which was
more than offset by the change in product mix from selling more wheels with a
lower per pound selling price.
This segment's operating losses (GAAP) for the quarter and first half of
fiscal 2005 were $1.7 million and $1.1 million which compared to operating
earnings (GAAP) of $2.6 million and $3.8 million for the same periods of the
prior year. The decreases in operating earnings for both periods were adversely
impacted by the restructuring & exit costs and fixed asset charges. Operating
earnings excluding restructuring & exit costs and fixed asset charges (Non-GAAP)
for the quarter and first six months of fiscal 2005 was $1.8 million and $2.4
million, or 6.9% and 5.5% of net sales, which compared to $2.6 million and $3.8
million, or 12.4% and 10.6% of net sales, in the same periods of the prior year.
The decreases in these margins reflect increases in raw material prices and the
impact of passing a portion of these increases on to customers as higher selling
prices, the change in product mix and start up costs associated with the ramp-up
of new production capacity for our wheels business. Operating earnings excluding
restructuring & exit costs and fixed asset charges (Non-GAAP) of $1.8 million
for the second quarter of fiscal 2005 were significantly better than the $.6
million in the first quarter of fiscal 2005 but still lower than the prior year
second quarter due mostly to higher than expected costs associated with the
start-up delays and the ramp-up of new production capacity.
LIQUIDITY & CAPITAL RESOURCES
CASH FLOW
Our primary sources of liquidity have been cash flows from operating
activities, borrowings from third parties, and equity offerings. Our principal
uses of cash have been to support our operating activities,
22
invest in capital improvements, finance strategic business/outsourcing
acquisitions, and pay dividends on our common stock. Cash flows for the periods
indicated are summarized as follows:
SIX MONTHS ENDED
----------------
(Dollars in millions) APR. 30, MAY 1,
2005 2004
------- -------
Net cash provided by (used for)
operating activities $ 10.2 $ (1.8)
======= =======
Net cash used for
investing activities $ (24.5) $ (22.9)
======= =======
Net cash (used for) / provided by
financing activities $ (24.0) $ 28.8
======= =======
(Decrease) / increase in cash
and equivalents $ (38.2) $ 4.1
======= =======
Operating cash flows provided by net earnings were $2.7 million in the
first half of fiscal 2005 compared to $21.2 million in the first half of fiscal
2004. The lower net earnings in the current period reflects the non-cash $10.4
million fixed asset charge and non-cash $7.2 million of restructuring & exit
costs. Changes in current assets and liabilities, net of the effects of
acquisitions, used $27.3 million of cash in the first six months of fiscal 2005
compared to $40.0 million in the same period of the prior year. The current year
use of cash is mostly driven by a $32.1 million increase in accounts receivable
due to seasonally high sales in our second quarter. Operating cash flows used to
fund inventory in the first half of 2005 totaled $11.1 million in support of
what is traditionally the Company's highest sales period in the second quarter
of our fiscal year. Net cash provided by operating activities was $22.3 million
in the second quarter of fiscal 2005 due to focused efforts on collecting vendor
rebates, a decrease in the inventory balance and increase in trade accounts
payables. These favorable changes in working capital accounts were partially
offset in the second quarter by an increase in accounts receivable and the
seasonally high sales levels.
The Company's primary investing activities are capital expenditures and
business/outsourcing acquisitions in the plastics industry. Capital expenditures
are primarily incurred to maintain and improve productivity, as well as to
modernize and expand facilities. Capital expenditures for the first half of
fiscal 2005 were $23.2 million compared to $12.5 million for the first half of
fiscal 2004. The increase in capital expenditures in the current period is due
to capacity expansions for new sheet and compounding business at our Donchery,
France facility, new wheels business in our Engineered Products segment, and the
additional of certain lines in our U.S. sheet business. In addition, the
increase reflects information technology capital investments related to
Sarbanes-Oxley compliance efforts
23
and our company-wide Oracle 11i globalization project. We estimate that our
capital expenditures for fiscal 2005 will approximate $38 million.
Overall, cash decreased by $38.2 million in the first half of fiscal 2005
due to the factors noted above. This decrease compares to a $4.1 million
increase in cash in the first half of 2004 which included a common stock
offering that provided $60.9 million of cash. These proceeds were used to pay
down borrowings, fund acquisitions and pay dividends in the prior year period.
FINANCING ARRANGEMENTS
At April 30, 2005, our total borrowings under our bank credit facilities
were $88.6 million at a weighted average interest rate of 4.2% and we had $103.8
million of total availability under the credit facilities.
On February 16, 2005, we entered into a 20 million Euro term loan that
matures on February 16, 2010. Interest on the term loan is payable monthly at a
floating rate chosen by the Company equal to either the one-month, three-month,
or six-month EURIBO rate plus a 1% borrowing margin. We used the proceeds of
this loan to reimburse amounts that had been funded by the U.S. parent and more
effectively match Euro denominated debt with the Euro denominated assets of our
Donchery, France facility.
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 ratios.
While we were in compliance with such covenants through the second quarter of
fiscal 2005 and currently expect to be in compliance for the remainder of fiscal
2005, 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 provide the resources for
(i) satisfying our working capital needs, regular quarterly dividends, and
planned capital expenditures and (ii) managing the capital structure on a short
and long-term basis.
OUTLOOK
As we move forward to the second half of our fiscal year, we have seen
some volume declines which could be temporary de-stocking due to the recent
price decreases in certain resins or indicative of a broader slowdown in demand.
In addition, our short term restructuring efforts in the second half of the year
will be a major focus for us. We have factored into our guidance stable to
slightly down economic trends as
24
well as the significance of the time and effort involved in our short term
restructuring efforts during the remainder of our fiscal year.
As discussed in Notes C & M, certain events and decisions have occurred
that will impact our third quarter of fiscal 2005 results. The impact of
entering into a retirement agreement with our former Chairman, President, and
Chief Executive Officer will result in a charge of $3.7 million, $.8 million of
which will be non-cash. In addition, in the third quarter, we decided to (i)
sell an operating line that will result in an approximate $3.5 million non-cash
charge and (ii) terminate the lease on our Company airplane which will result in
a an approximate $.8 million charge. Finally, we estimate that we will incur an
additional approximate $.7 million of severance and exit costs related to
completion of our plant consolidation plan. Collectively, these items are
estimated to result in a $8.7 million reduction to operating earnings in the
third quarter, of which $4.3 million will be non-cash.
25
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, liabilities, shareholders' equity, revenues and expenses, and
disclosures of contingent assets and liabilities at the date of the financial
statements. 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 upon 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, than 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 (i) actual cost to
purchase or manufacture the inventory or (ii) 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
26
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 a 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, which primarily include property plant and equipment,
goodwill, and other intangible assets, annually or whenever events and
changes in business circumstances indicate the carrying value of the
assets may not be recoverable. If we determine that the carrying value of
a long-lived asset may not be recoverable, a permanent impairment charge
is recorded for the amount by which the carrying value of the long-lived
asset exceeds its fair value. Fair value is generally measured based on a
projected discounted cash flow method using a discount rate determined to
be commensurate with the risk inherent in the business. The estimates in
projected cash flows and discount rates are subject to change due to the
economic environment, including such factors as interest rates, expected
market returns, and the volatility of markets served. We believe that the
estimates are reasonable; however, changes in estimates could materially
affect the fair value assessments.
CONTINGENCIES - We are involved in litigation in the ordinary course of
business, including environmental matters. Our policy is to record expense
for contingencies when it is both probable that a liability has been
incurred and the amount can be reasonably estimated. Estimating probable
losses requires assessment of multiple outcomes that often depends on
management's judgments regarding, but not limited to, potential actions by
third parties such as regulators. The final resolution of these
contingencies could result in expenses different than current accruals,
and therefore have a material impact on our consolidated financial results
in a future reporting period.
For additional information regarding our significant accounting policies,
see Note 1 to our 2004 Consolidated Financial Statements contained in our 2004
Annual Report on Form 10-K filed with the Securities and Exchange Commission.
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CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS
This Form 10-Q contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 that relate to future
events and expectations. Forward-looking statements include those containing
such words as "anticipates," "believes," "estimates," "expects," "would,"
"should,", "will," "will likely result," "forecast," "outlook," "projects," and
similar expressions. Forward-looking statements are based on management's
current expectations and include known and unknown risks, uncertainties and
other factors, many of which management is unable to predict or control, that
may cause actual results, performance or achievements to differ materially from
those expressed or implied in the forward-looking statements. Important factors
that could cause actual results to differ materially from those in the
forward-looking statements include: (a) adverse changes in economic or industry
conditions generally, including global supply and demand conditions and prices
for products of the types produced by Spartech; (b) material adverse changes in
the markets we serve, including the transportation, packaging, building and
construction, recreation and leisure, and other markets, some of which tend to
be cyclical; (c) the inability to achieve the level of cost savings,
productivity improvements, synergies, growth or other benefits anticipated from
acquired businesses and their integration; (d) volatility of prices and
availability of supply of energy and of the raw materials that are critical to
the manufacture of our products, particularly plastic resins derived from oil
and natural gas; (e) the inability to predict accurately the costs to be
incurred or savings to be achieved in connection with announced production plant
restructurings; (f) adverse findings in significant legal or environmental
proceedings or the inability to comply with applicable environmental laws and
regulations; (g) the inability to achieve operational efficiency goals or cost
reduction initiatives; (h) the inability to develop and launch new products
successfully (i) the inability to predict accurately the start-up costs
associated with the new Donchery, France facility or the expansion of the
existing wheel production capacity; (j) restrictions imposed on Spartech by
instruments governing its indebtedness, and the possible inability to comply
with requirements of those instruments, (k) weaknesses in internal controls; and
(j) other risk factors summarized in reports filed by Spartech with the
Securities and Exchange Commission. Spartech assumes no duty to update its
forward-looking statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in interest rates primarily as a result of our
borrowing activities. Our earnings and cash flows are subject to fluctuations in
interest rates on our floating rate debt facilities. Item 7A of our 2004 Annual
Report on Form 10-K provides more information as to the Company's market risk.
There was no material change in the Company's exposure to market risks since
October 30, 2004.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES - We maintain a system of
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our reports filed under the Securities Exchange Act
is recorded, processed, summarized and reported within the time periods
specified under the Securities and Exchange Commission's rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive and Chief Financial Officer, as appropriate for
timely decisions regarding required disclosure. Notwithstanding the foregoing,
there can be no assurance that the Company's disclosure controls and procedures
will detect or uncover all failures of persons within the Company and its
consolidated subsidiaries to report material information otherwise required to
be set forth in the Company's reports.
An evaluation has been performed under the supervision of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined by Rules 13a-15e of the Securities Exchange Act) as of
April 30, 2005. Based on that evaluation, we have concluded that, as a result of
a material weakness in our internal control over the existence of our property,
plant and equipment and the fact that remediation of these controls to prevent
future errors had not been completed as of April 30, 2005 as discussed below,
our disclosure controls and procedures were not effective in this area as of
April 30, 2005 to ensure that information required to be disclosed for property,
plant and equipment in the reports we file or submit under the Exchange Act are
recorded, processed, summarized, and reported as and when required.
Notwithstanding the foregoing, management believes that the financial statements
included with the report and adjusted for the resulting fixed asset charge
fairly present in all material respects the financial position, results of
operations, and cash flows of the Company, in conformity with generally accepted
accounting principles in the United States, for the periods presented.
As part of the Company's Sarbanes-Oxley process, we initiated a complete
physical count of the Company's property, plant and equipment in the first
quarter of fiscal 2005. We reconciled the counts to balances recorded in the
Company's books and records during the second quarter of fiscal 2005 and $7.8
million of equipment that no longer existed was identified and therefore, was
written off. We believe that the cause of the $7.8 million in non-existing
equipment was mostly related to
29
transactions for plant shutdowns and transfers of equipment between plants.
Although the Company is not under the Sarbanes-Oxley rules which require
management to identify material weaknesses in the Company's internal controls
until October 29, 2005, the control issue over property, plant and equipment
would be considered a material weakness in the Company's internal controls.
We have taken corrective actions to institute new policies and procedures
for the tracking of equipment disposals and transfer of equipment between
plants. These policies will include periodically conducting physical inventories
of our equipment at each location. With the significance of the recently
announced plant restructurings, we will be implementing these procedures
immediately and take additional precautions to ensure these controls are
properly administered. These changes in controls had not been completed as of
April 30, 2005 and therefore, management determined that a material weakness
existed as of that date. We will validate the remediation and subsequent
adequacy of the control and compliance therewith as part of our continued
testing and remediation process.
CHANGES IN INTERNAL CONTROLS - Except as noted above, there was no change in the
Company's internal control over financial reporting during the quarter ended
April 30, 2005, that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
SARBANES-OXLEY 404 COMPLIANCE - We are continuing a comprehensive effort to
ensure compliance with Section 404 of the Sarbanes-Oxley Act of 2002 for our
fiscal year ending October 29, 2005. During the course of these activities, we
have identified certain internal control issues which we believe need to be
improved. These control issues are, in large part, the result of our need for
additional personnel. However, we have made improvements to our internal
controls over financial reporting as a result of our review efforts including
controls surrounding our property, plant and equipment noted above and we will
continue to make improvements in other areas. These improvements include
increased monitoring and review controls by additional personnel and assessment
of and improvements to our consolidation process. As we identify other control
issues, we expect to validate these potential control deficiencies and assess
whether or not they rise to the level of significant deficiencies or material
weaknesses. In the meantime, we have established a series of remediation
procedures to investigate these potential control deficiencies, and, where
appropriate, to remediate them.
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PART II - OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchases of equity securities during the second quarter of 2005 are listed in
the following table:
TOTAL NUMBER OF
SHARES MAXIMUM NUMBER
PURCHASED AS OF SHARES THAT
PART OF MAY YET BE
TOTAL NUMBER PUBLICLY PURCHASED UNDER
OF SHARES AVERAGE PRICE ANNOUNCED PLANS THE PLANS OR
PERIOD PURCHASED PAID PER SHARE OR PROGRAMS PROGRAMS
------ --------- -------------- ----------- --------
1/30/05-2/26/05 25,000 $21.19 25,000 972,000
2/27/05-4/2/05 220,600 $20.10 220,600 751,400
4/3/05-4/30/05 94,700 $19.11 94,700 656,700
------- ------ ------- -------
TOTAL 340,300 $19.94 340,300 656,700
The Company's Board of Directors authorized the repurchase of up to 1 million
shares under the October 2004 program. The maximum number of shares that may yet
be purchased under this program is 656,700.
ITEM 6. EXHIBITS
11 Statement re Computation of Per Share Earnings
31.1 Rule 13a-14(a)/15d-14(a) Certification of CEO.
31.2 Rule 13a-14(a)/15d-14(a) Certification of CFO.
32 Section 1350 Certifications of CEO & CFO.
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPARTECH CORPORATION
(Registrant)
Date: June 7, 2005 _____________________________
George A. Abd
President and Chief
Executive Officer
(Principal Executive Officer)
_____________________________
Randy C. Martin
Executive Vice President -
Corporate Development and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
32