![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Spartech Corp. | NYSE:SEH | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.61 | 0.00 | 01:00:00 |
R
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction
of incorporation or organization)
|
43-0761773
(I.R.S. Employer
Identification No.)
|
Common Stock, $.75 par value
Series Z Preferred Stock, $1.00 par value
Title of each class
|
|
New York Stock Exchange
Name of each exchange on which registered
|
Large accelerated filer
o
|
Accelerated filer
R
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
FINANCIAL STATEMENT SCHEDULE
|
|
|
|
||
EX-21
|
||
EX-23
|
||
EX-24
|
||
EX-31.1
|
||
EX-31.2
|
||
EX-32.1
|
||
EX-32.2
|
(e)
|
Adverse changes in economic or industry conditions, including global supply and demand conditions and prices for products of the types we produce
|
(f)
|
Our ability to compete effectively on product performance, quality, price, availability, product development, and customer service
|
(g)
|
Adverse changes in the markets we serve, including the packaging, transportation, building and construction, recreation and leisure, and other markets, some of which tend to be cyclical
|
(h)
|
Volatility of prices and availability of supply of energy and raw materials that are critical to the manufacture of our products, particularly plastic resins derived from oil and natural gas, including future impacts of natural disasters
|
(i)
|
Our inability to manage or pass through to customers an adequate level of increases in the costs of materials, freight, utilities, or other conversion costs
|
(j)
|
Our inability to achieve and sustain the level of cost savings, productivity improvements, gross margin enhancements, growth or other benefits anticipated from our improvement initiatives
|
(k)
|
Our inability to collect all or a portion of our receivables with large customers or a number of customers
|
(l)
|
Loss of business with a limited number of customers that represent a significant percentage of our revenues
|
(m)
|
Restrictions imposed on us by instruments governing our indebtedness, the possible inability to comply with requirements of those instruments and inability to access capital markets
|
(n)
|
Possible asset impairments
|
(o)
|
Our inability to predict accurately the costs to be incurred, time taken to complete, operating disruptions therefrom, potential loss of business or savings to be achieved in connection with production plant consolidations and line moves
|
(p)
|
Adverse findings in significant legal or environmental proceedings or our inability to comply with applicable environmental laws and regulations
|
(q)
|
Our inability to develop and launch new products successfully or without extensive additional costs
|
(r)
|
Possible weaknesses in internal controls
|
|
2012
|
|
2011
|
Packaging (food packaging, material handling, consumer packaging)
|
26%
|
|
25%
|
Transportation (automotive, commercial truck, aircraft)
|
20%
|
|
19%
|
Building and Construction (building products, kitchen and bath)
|
16%
|
|
15%
|
Sign and Advertising (POP & display, graphic arts, signage)
|
6%
|
|
6%
|
Recreation and Leisure (RV parts, spas, outdoor furniture and camping)
|
6%
|
|
6%
|
Appliance and Electronics (refrigeration, electronics)
|
6%
|
|
7%
|
Other
|
20%
|
|
22%
|
|
100%
|
|
100%
|
|
2012
|
|
2011
|
||||
Custom Sheet and Rollstock
|
$
|
58.1
|
|
|
$
|
57.9
|
|
Packaging Technologies
|
21.9
|
|
|
17.7
|
|
||
Color and Specialty Compounds
|
21.7
|
|
|
35.7
|
|
||
|
$
|
101.7
|
|
|
$
|
111.3
|
|
•
|
being required to pay certain costs relating to the Merger, including certain investment banking, financing, legal and accounting fees and expenses, whether or not the Merger is completed;
|
•
|
having had the focus of Spartech management directed towards the Merger and integration planning instead of our core business and other opportunities that could have been beneficial to us;
|
•
|
a decrease in the price of Spartech common stock to the extent that the current market price of the stock reflects a market assumption that the Merger will be completed or as a result of the market's perceptions that the Merger was not consummated due to an adverse change in our business; and
|
•
|
a lack of alternative business combination transactions that would create stockholder value comparable to the value perceived to be created by the Merger in the event Spartech Board of Directors determines to seek an alternative transaction.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
Facility Location
|
Segment
|
Primary Function
|
Primarily Owned/Leased
|
Arlington, Texas
|
Custom Sheet and Rollstock
|
Sales and Logistics
|
Leased
|
Brownsville, Texas
|
Packaging Technologies
|
Manufacturing
|
Leased
|
Cape Girardeau, Missouri
|
Custom Sheet and Rollstock
|
Administrative Offices and Manufacturing
|
Owned
|
Cape Girardeau, Missouri
|
Color and Specialty Compounds
|
Manufacturing
|
Owned
|
Clayton, Missouri
|
Corporate
|
Corporate Headquarters
|
Leased
|
Clayton, Missouri
|
Corporate
|
Administrative Offices
|
Leased
|
Cornwall, Ontario *
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
Donchery, France
|
Color and Specialty Compounds
|
Manufacturing
|
Owned
|
Donora, Pennsylvania
|
Color and Specialty Compounds
|
Manufacturing
|
Owned
|
Evanston, Illinois
|
Custom Sheet and Rollstock
|
Manufacturing
|
Leased
|
Goodyear, Arizona
|
Custom Sheet and Rollstock
|
Manufacturing
|
Leased
|
Granby, Quebec
|
Custom Sheet and Rollstock and Packaging Technologies
|
Manufacturing
|
Owned
|
Greenville, Ohio
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
Hackensack, New Jersey
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
La Mirada, California
|
Custom Sheet and Rollstock and Packaging Technologies
|
Manufacturing
|
Leased
|
Lake Charles, Louisiana
|
Color and Specialty Compounds
|
Manufacturing
|
Owned
|
Lockport, New York
|
Color and Specialty Compounds
|
Manufacturing
|
Owned
|
Manitowoc, Wisconsin
|
Custom Sheet and Rollstock and Color and Specialty Compounds
|
Manufacturing
|
Owned
|
Maryland Heights, Missouri
|
Corporate
|
Technology & Innovation Center
|
Leased
|
McMinnville, Oregon
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
Muncie, Indiana
|
Packaging Technologies
|
Manufacturing
|
Owned
|
Newark, New Jersey
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
Paulding, Ohio
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
Pleasant Hill, Iowa
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
Portage, Wisconsin
|
Custom Sheet and Rollstock and Packaging Technologies
|
Administrative Offices and Manufacturing
|
Owned
|
Portage, Wisconsin
|
Custom Sheet and Rollstock
|
Manufacturing
|
Leased
|
Ramos Arizpe Coahuila, Mexico
|
Custom Sheet and Rollstock, Color and Specialty Compounds, and Packaging Technologies
|
Manufacturing
|
Owned
|
Ripon, Wisconsin
|
Packaging Technologies
|
Manufacturing
|
Owned
|
Salisbury, Maryland
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
Sheboygan Falls, Wisconsin
|
Custom Sheet and Rollstock and Packaging Technologies
|
Manufacturing
|
Owned
|
Stamford, Connecticut
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
Stratford, Ontario *
|
Color and Specialty Compounds
|
Manufacturing
|
Owned
|
Warsaw, Indiana
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
Washington, Pennsylvania
|
Color and Specialty Compounds
|
Administrative Offices
|
Leased
|
Wichita, Kansas
|
Custom Sheet and Rollstock
|
Manufacturing
|
Owned
|
Wichita, Kansas
|
Custom Sheet and Rollstock
|
Logistics
|
Leased
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
Common Stock Price
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
|
Fiscal Year
|
|||||||||||
2012
|
High
|
$
|
6.72
|
|
|
|
$
|
7.15
|
|
|
$
|
5.89
|
|
|
$
|
8.95
|
|
|
$
|
8.95
|
|
|
Low
|
3.40
|
|
|
|
4.40
|
|
|
3.40
|
|
|
4.95
|
|
|
3.40
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2011
|
High
|
$
|
9.99
|
|
|
|
$
|
8.89
|
|
|
$
|
7.29
|
|
|
$
|
6.08
|
|
|
$
|
9.99
|
|
|
Low
|
8.10
|
|
|
|
6.54
|
|
|
5.50
|
|
|
2.75
|
|
|
2.75
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended (a)
|
||||||||||||||||||
(in thousands, except per share, per pound and employee data)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
In Dollars
|
$
|
1,149,355
|
|
|
$
|
1,102,290
|
|
|
$
|
1,022,896
|
|
|
$
|
926,777
|
|
|
$
|
1,321,169
|
|
In Volume (pounds) (b)
|
922,375
|
|
|
898,156
|
|
|
914,990
|
|
|
860,437
|
|
|
1,166,282
|
|
|||||
Gross Margin (c)
|
$
|
111,364
|
|
|
$
|
97,362
|
|
|
$
|
108,603
|
|
|
$
|
116,308
|
|
|
$
|
116,237
|
|
Depreciation and Amortization
|
31,641
|
|
|
32,824
|
|
|
36,632
|
|
|
41,302
|
|
|
43,278
|
|
|||||
Operating Earnings (Loss) (d)
|
15,613
|
|
|
(21,286
|
)
|
|
(61,136
|
)
|
|
26,135
|
|
|
(206,234
|
)
|
|||||
Operating Earnings (Loss) excluding special items
|
24,447
|
|
|
21,133
|
|
|
19,492
|
|
|
35,928
|
|
|
23,901
|
|
|||||
Interest Expense
|
11,875
|
|
|
10,947
|
|
|
12,025
|
|
|
15,379
|
|
|
19,403
|
|
|||||
Net Earnings (Loss) from Continuing Operations (d)
|
2,687
|
|
|
(23,383
|
)
|
|
(49,643
|
)
|
|
3,305
|
|
|
(171,649
|
)
|
|||||
Net (Loss) Earnings from Discontinued Operations
|
(91
|
)
|
|
2,316
|
|
|
(732
|
)
|
|
5,046
|
|
|
(20,463
|
)
|
|||||
Net Earnings (Loss) (e)
|
2,596
|
|
|
(21,067
|
)
|
|
(50,375
|
)
|
|
8,351
|
|
|
(192,112
|
)
|
|||||
Net Earnings from Continuing Operations excluding special items
|
8,604
|
|
|
6,252
|
|
|
6,558
|
|
|
10,193
|
|
|
5,434
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Per Share Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (Loss) per Share-Diluted from Continuing Operations
|
$
|
0.09
|
|
|
$
|
(0.76
|
)
|
|
$
|
(1.63
|
)
|
|
$
|
0.11
|
|
|
$
|
(5.61
|
)
|
(Loss) Earnings per Share-Diluted from Discontinued Operations
|
(0.01
|
)
|
|
0.08
|
|
|
(0.03
|
)
|
|
0.16
|
|
|
(0.68
|
)
|
|||||
Earnings (Loss) per Share-Diluted
|
0.08
|
|
|
(0.69
|
)
|
|
(1.65
|
)
|
|
0.27
|
|
|
(6.29
|
)
|
|||||
Earnings per Share-Diluted from Continuing Operations excluding special items
|
0.28
|
|
|
0.20
|
|
|
0.21
|
|
|
0.33
|
|
|
0.18
|
|
|||||
Dividends Declared per Share
|
—
|
|
|
—
|
|
|
—
|
|
|
0.05
|
|
|
0.37
|
|
|||||
Book Value per Share (b)
|
5.87
|
|
|
5.61
|
|
|
6.25
|
|
|
7.71
|
|
|
7.42
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working Capital (f)
|
$
|
102,109
|
|
|
$
|
105,182
|
|
|
$
|
90,489
|
|
|
$
|
86,513
|
|
|
$
|
99,224
|
|
Working Capital as a Percentage of Net Sales (b)
|
8.9
|
%
|
|
9.5
|
%
|
|
8.8
|
%
|
|
9.3
|
%
|
|
7.5
|
%
|
|||||
Total Debt
|
$
|
134,924
|
|
|
$
|
157,211
|
|
|
$
|
172,472
|
|
|
$
|
216,434
|
|
|
$
|
274,654
|
|
Total Assets
|
544,633
|
|
|
549,702
|
|
|
577,141
|
|
|
662,071
|
|
|
762,419
|
|
|||||
Shareholders’ Equity
|
179,985
|
|
|
172,932
|
|
|
193,006
|
|
|
236,879
|
|
|
226,790
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ratios/Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Flow from Operations
|
$
|
44,273
|
|
|
$
|
42,298
|
|
|
$
|
39,330
|
|
|
$
|
65,264
|
|
|
$
|
96,612
|
|
Capital Expenditures
|
19,967
|
|
|
29,072
|
|
|
21,432
|
|
|
8,098
|
|
|
17,276
|
|
|||||
Cash Flow (used) provided by Investing Activities
|
(19,813
|
)
|
|
(28,619
|
)
|
|
(17,872
|
)
|
|
24,579
|
|
|
(17,484
|
)
|
|||||
Cash Flow used by Financing Activities
|
(24,235
|
)
|
|
(17,153
|
)
|
|
(43,565
|
)
|
|
(65,006
|
)
|
|
(80,395
|
)
|
|||||
Operating Earnings (Loss) per Pound Sold (b)
|
0.017
|
|
|
(0.024
|
)
|
|
(0.067
|
)
|
|
0.030
|
|
|
(0.177
|
)
|
|||||
Total Debt to Total Debt and Equity (b)
|
42.8
|
%
|
|
47.6
|
%
|
|
47.2
|
%
|
|
47.7
|
%
|
|
54.8
|
%
|
|||||
Number of Employees (b)
|
2,600
|
|
|
2,500
|
|
|
2,400
|
|
|
2,350
|
|
|
3,150
|
|
|||||
Common Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Outstanding at Year-End
|
30,802
|
|
|
30,832
|
|
|
30,884
|
|
|
30,719
|
|
|
30,564
|
|
|||||
Weighted Average-Diluted
|
30,896
|
|
|
30,663
|
|
|
30,536
|
|
|
30,470
|
|
|
30,264
|
|
(a)
|
The Company's fiscal year ends on the Saturday closest to October 31. Because of this convention, every fifth or sixth fiscal year has an additional week, and
2012
was reported as a
53 week
year.
|
(b)
|
Amounts are unaudited.
|
(c)
|
Calculated as net sales less cost of sales. Gross margin excludes the effect of amortization expense.
|
(d)
|
2012
operating earnings and net earnings from continuing operations were impacted by charges totaling
$8.8 million
(
$5.9 million
net of tax), comprising merger and transaction costs of
$6.9 million
(
$4.5 million
net of tax), restructuring and exit costs of
$2.5 million
(
$1.9 million
net of tax), and foreign currency gains of
$0.6 million
(
$0.4 million
net of tax).
2011
operating loss and net loss from continuing operations were impacted by charges totaling
$42.4 million
(
$29.6 million
net of tax), comprising goodwill impairments of
$40.5 million
(
$28.4 million
net of tax), restructuring and exit costs of
$2.2 million
(
$1.4 million
net of tax), and foreign currency gains of
$0.2 million
(
$0.2 million
net of tax).
2010
operating loss and net loss from continuing operations were impacted by charges totaling
$80.6 million
(
$60.1 million
net of tax), comprising goodwill impairments of
$56.1 million
(
$45.0 million
net of tax), fixed asset and other intangible asset impairments of
$13.7 million
(
$8.3 million
net of tax), restructuring and exit costs of
$7.3 million
(
$4.5 million
net of tax), foreign currency losses of
$2.1 million
(
$1.5 million
net of tax), and expenses relating to a separation agreement with the Company's former President and Chief Executive Officer of
$1.4 million
(
$0.8 million
net of tax).
2010
net loss from continuing operations was also impacted by debt extinguishment costs of
$0.7 million
(
$0.5 million
net of tax) and tax benefits on restructuring of foreign operations of
$4.4 million
.
2009
operating earnings and net earnings from continuing operations were impacted by fixed asset impairments of $
2.6 million
(
$2.4 million
net of tax), restructuring and exit costs of
$5.2 million
(
$3.2 million
net of tax), and foreign currency losses of
$2.0 million
(
$1.2 million
net of tax).
2008
operating loss and net loss from continuing operations were impacted by charges of
$230.1 million
(
$177.1 million
net of tax) relating to goodwill impairments of
$218.0 million
(
$168.8 million
net of tax), fixed asset and other intangible asset impairments of
$9.0 million
(
$6.2 million
net of tax), restructuring and exit costs of
$2.2 million
(
$1.5 million
net of tax), and foreign currency losses of
$0.9 million
(
$0.6 million
net of tax).
|
(e)
|
2009
net earnings included a gain of
$6.2 million
relating to the sale of the wheels and profiles businesses.
|
(f)
|
Calculated as total current assets excluding cash and cash equivalents less total current liabilities excluding current maturities of long-term debt.
|
|
Percentage of Net Sales
|
||
|
2012
|
|
2011
|
Custom Sheet and Rollstock
|
53%
|
|
53%
|
Packaging Technologies
|
21%
|
|
22%
|
Color and Specialty Compounds
|
26%
|
|
25%
|
|
100%
|
|
100%
|
|
2012 vs. 2011
|
Underlying volume
|
1%
|
Volume from additional week
|
2%
|
Price/Mix
|
1%
|
Total
|
4%
|
|
2012
|
|
2011
|
||||
Dollars and Pounds
(in millions)
|
|
|
|
||||
Net sales
|
$
|
1,149.4
|
|
|
$
|
1,102.3
|
|
Cost of sales
|
1,038.0
|
|
|
1,004.9
|
|
||
Gross margin
|
$
|
111.4
|
|
|
$
|
97.4
|
|
|
|
|
|
||||
Pounds sold
|
922
|
|
|
898
|
|
||
Dollars per Pound Sold
|
|
|
|
||||
Net sales
|
$
|
1.247
|
|
|
$
|
1.227
|
|
Cost of sales
|
1.126
|
|
|
1.119
|
|
||
Gross margin
|
$
|
0.121
|
|
|
$
|
0.108
|
|
|
2012 vs. 2011
|
Underlying volume
|
-1%
|
Volume from additional week
|
2%
|
Price/Mix
|
4%
|
Total
|
5%
|
|
2012 vs. 2011
|
Underlying volume
|
-4%
|
Volume from additional week
|
2%
|
Price/Mix
|
2%
|
Total
|
—%
|
|
2012 vs. 2011
|
Underlying volume
|
5%
|
Volume from additional week
|
2%
|
Price/Mix
|
1%
|
Total
|
8%
|
|
2011 vs. 2010
|
Underlying volume
|
-2%
|
Price/Mix
|
10%
|
Total
|
8%
|
|
2011
|
|
2010
|
||||
Dollars and Pounds
(in millions)
|
|
|
|
||||
Net sales
|
$
|
1,102.3
|
|
|
$
|
1,022.9
|
|
Cost of sales
|
1,004.9
|
|
|
914.3
|
|
||
Gross margin
|
$
|
97.4
|
|
|
$
|
108.6
|
|
|
|
|
|
||||
Pounds sold
|
898
|
|
|
915
|
|
||
Dollars per Pound Sold
|
|
|
|
||||
Net sales
|
$
|
1.227
|
|
|
$
|
1.118
|
|
Cost of sales
|
1.119
|
|
|
0.999
|
|
||
Gross margin
|
$
|
0.108
|
|
|
$
|
0.119
|
|
|
2011 vs. 2010
|
Underlying volume
|
-11%
|
Price/Mix
|
11%
|
Total
|
0%
|
|
2011 vs. 2010
|
Underlying volume
|
-2%
|
Price/Mix
|
12%
|
Total
|
10%
|
|
2011 vs. 2010
|
Underlying volume
|
13%
|
Price/Mix
|
13%
|
Total
|
26%
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash Flows (in thousands)
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
44,273
|
|
|
$
|
42,298
|
|
|
$
|
39,330
|
|
Net cash used by investing activities
|
(19,813
|
)
|
|
(28,619
|
)
|
|
(17,872
|
)
|
|||
Net cash used by financing activities
|
(24,235
|
)
|
|
(17,153
|
)
|
|
(43,565
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(10
|
)
|
|
(549
|
)
|
|
82
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
215
|
|
|
$
|
(4,023
|
)
|
|
$
|
(22,025
|
)
|
(Dollars in thousands, except per share data)
|
2012
|
|
2011
|
|
2010
|
||||||
Operating earnings (loss) (GAAP)
|
$
|
15,613
|
|
|
$
|
(21,286
|
)
|
|
$
|
(61,136
|
)
|
Goodwill impairment
|
—
|
|
|
40,455
|
|
|
56,149
|
|
|||
Restructuring and exit costs
|
2,521
|
|
|
2,184
|
|
|
7,290
|
|
|||
Other intangible and fixed asset impairments
|
—
|
|
|
—
|
|
|
13,674
|
|
|||
Merger and transaction costs
|
6,901
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange (gains)/losses
|
(588
|
)
|
|
(220
|
)
|
|
2,146
|
|
|||
CEO separation costs
|
—
|
|
|
—
|
|
|
1,369
|
|
|||
Special items subtotal
|
8,834
|
|
|
42,419
|
|
|
80,628
|
|
|||
Operating earnings excluding special items (Non-GAAP)
|
$
|
24,447
|
|
|
$
|
21,133
|
|
|
$
|
19,492
|
|
|
|
|
|
|
|
||||||
Net earnings (loss) from continuing operations (GAAP)
|
$
|
2,687
|
|
|
$
|
(23,383
|
)
|
|
$
|
(49,643
|
)
|
Goodwill impairment, net of tax
|
—
|
|
|
28,435
|
|
|
45,033
|
|
|||
Restructuring and exit costs, net of tax
|
1,866
|
|
|
1,354
|
|
|
4,454
|
|
|||
Other intangible and fixed asset impairments, net of tax
|
—
|
|
|
—
|
|
|
8,319
|
|
|||
Merger and transaction costs, net of tax
|
4,486
|
|
|
—
|
|
|
|
|
|||
Foreign exchange (gains)/losses, net of tax
|
(435
|
)
|
|
(154
|
)
|
|
1,507
|
|
|||
CEO separation costs, net of tax
|
—
|
|
|
—
|
|
|
833
|
|
|||
Debt extinguishment costs, net of tax
|
—
|
|
|
—
|
|
|
456
|
|
|||
Tax benefits from restructuring of foreign operations
|
—
|
|
|
—
|
|
|
(4,401
|
)
|
|||
Special items subtotal
|
5,917
|
|
|
29,635
|
|
|
56,201
|
|
|||
Net earnings from continuing operations excluding special items (Non-GAAP)
|
$
|
8,604
|
|
|
$
|
6,252
|
|
|
$
|
6,558
|
|
|
|
|
|
|
|
||||||
Net earnings (loss) from continuing operations per diluted share (GAAP)
|
$
|
0.09
|
|
|
$
|
(0.76
|
)
|
|
$
|
(1.63
|
)
|
Goodwill impairment, net of tax
|
—
|
|
|
0.93
|
|
|
1.47
|
|
|||
Restructuring and exit costs, net of tax
|
0.06
|
|
|
0.04
|
|
|
0.15
|
|
|||
Other intangible and fixed asset impairments, net of tax
|
—
|
|
|
—
|
|
|
0.27
|
|
|||
Merger and transaction costs, net of tax
|
0.15
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange (gains)/losses, net of tax
|
(0.02
|
)
|
|
(0.01
|
)
|
|
0.05
|
|
|||
CEO separation costs, net of tax
|
—
|
|
|
—
|
|
|
0.03
|
|
|||
Debt extinguishment costs, net of tax
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Tax benefits from restructuring of foreign operations
|
—
|
|
|
—
|
|
|
(0.14
|
)
|
|||
Special items subtotal
|
0.19
|
|
|
0.96
|
|
|
1.84
|
|
|||
Net earnings from continuing operations per diluted share excluding special items (Non-GAAP)
|
$
|
0.28
|
|
|
$
|
0.20
|
|
|
$
|
0.21
|
|
|
|
2012
|
||||||||||
Segment
|
|
Operating (Loss)
Earnings (GAAP)
|
|
Special
Items
|
|
Operating Earnings (Loss) Excluding
Special Items (Non-GAAP)
|
||||||
Custom Sheet and Rollstock
|
|
$
|
29,342
|
|
|
$
|
1,054
|
|
|
$
|
30,396
|
|
Packaging Technologies
|
|
18,006
|
|
|
—
|
|
|
18,006
|
|
|||
Color and Specialty Compounds
|
|
7,544
|
|
|
1,467
|
|
|
9,011
|
|
|||
Corporate
|
|
(39,279
|
)
|
|
6,313
|
|
|
(32,966
|
)
|
|||
Total
|
|
$
|
15,613
|
|
|
$
|
8,834
|
|
|
$
|
24,447
|
|
|
|
2011
|
||||||||||
Segment
|
|
Operating (Loss)
Earnings (GAAP)
|
|
Special
Items
|
|
Operating Earnings (Loss) Excluding
Special Items (Non-GAAP)
|
||||||
Custom Sheet and Rollstock
|
|
$
|
(16,145
|
)
|
|
$
|
41,064
|
|
|
$
|
24,919
|
|
Packaging Technologies
|
|
23,580
|
|
|
247
|
|
|
23,827
|
|
|||
Color and Specialty Compounds
|
|
2,000
|
|
|
1,322
|
|
|
3,322
|
|
|||
Corporate
|
|
(30,721
|
)
|
|
(214
|
)
|
|
(30,935
|
)
|
|||
Total
|
|
$
|
(21,286
|
)
|
|
$
|
42,419
|
|
|
$
|
21,133
|
|
|
|
2010
|
||||||||||
Segment
|
|
Operating Earnings (Loss)
(GAAP)
|
|
Special
Items
|
|
Operating Earnings (Loss) Excluding
Special Items (Non-GAAP)
|
||||||
Custom Sheet and Rollstock
|
|
$
|
25,149
|
|
|
$
|
3,295
|
|
|
$
|
28,444
|
|
Packaging Technologies
|
|
(30,916
|
)
|
|
53,483
|
|
|
22,567
|
|
|||
Color and Specialty Compounds
|
|
(17,983
|
)
|
|
20,244
|
|
|
2,261
|
|
|||
Corporate
|
|
(37,386
|
)
|
|
3,606
|
|
|
(33,780
|
)
|
|||
Total
|
|
$
|
(61,136
|
)
|
|
$
|
80,628
|
|
|
$
|
19,492
|
|
Contractual Obligations
(in thousands)
|
|
Total
|
|
Less than 1
Year
|
|
Years 2 & 3
|
|
Years 4 & 5
|
|
Greater than
5 Years
|
||||||||||
Debt obligations (principal and interest)
|
|
$
|
148,946
|
|
|
$
|
29,475
|
|
|
$
|
87,603
|
|
|
$
|
31,868
|
|
|
$
|
—
|
|
Capital lease obligations
|
|
3,794
|
|
|
421
|
|
|
987
|
|
|
1,115
|
|
|
1,271
|
|
|||||
Operating lease obligations
|
|
15,275
|
|
|
4,391
|
|
|
6,226
|
|
|
1,763
|
|
|
2,895
|
|
|||||
Purchase obligations
|
|
87,540
|
|
|
81,689
|
|
|
5,842
|
|
|
9
|
|
|
—
|
|
|||||
Take-or-pay obligations
|
|
7,072
|
|
|
7,072
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
262,627
|
|
|
$
|
123,048
|
|
|
$
|
100,658
|
|
|
$
|
34,755
|
|
|
$
|
4,166
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
November 3,
2012 |
|
October 29,
2011 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,092
|
|
|
$
|
877
|
|
Trade receivables, net of allowances of $3,341 and $2,437, respectively
|
150,566
|
|
|
156,432
|
|
||
Inventories, net of inventory reserves of $9,534 and $9,152, respectively
|
105,099
|
|
|
91,186
|
|
||
Prepaid expenses and other current assets, net
|
24,855
|
|
|
26,367
|
|
||
Assets held for sale
|
2,614
|
|
|
2,744
|
|
||
Total current assets
|
284,226
|
|
|
277,606
|
|
||
|
|
|
|
||||
Property, plant, and equipment, net
|
197,373
|
|
|
208,074
|
|
||
Goodwill
|
47,466
|
|
|
47,466
|
|
||
Other intangible assets, net
|
11,182
|
|
|
12,872
|
|
||
Other long-term assets
|
4,386
|
|
|
3,684
|
|
||
Total assets
|
$
|
544,633
|
|
|
$
|
549,702
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
22,636
|
|
|
$
|
25,211
|
|
Accounts payable
|
141,937
|
|
|
140,628
|
|
||
Accrued liabilities
|
39,088
|
|
|
30,919
|
|
||
Total current liabilities
|
203,661
|
|
|
196,758
|
|
||
|
|
|
|
||||
Long-term debt, less current maturities
|
112,288
|
|
|
132,000
|
|
||
|
|
|
|
||||
Other long-term liabilities:
|
|
|
|
||||
Deferred taxes
|
41,960
|
|
|
41,676
|
|
||
Other long-term liabilities
|
6,739
|
|
|
6,336
|
|
||
Total liabilities
|
364,648
|
|
|
376,770
|
|
||
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
Preferred stock (authorized: 4,000,000 shares, par value $1.00)
Issued: None
|
—
|
|
|
—
|
|
||
Common stock (authorized: 55,000,000 shares, par value $0.75)
Issued: 33,131,846 shares; outstanding: 30,801,994 and 30,831,919 shares, respectively
|
24,849
|
|
|
24,849
|
|
||
Contributed capital
|
203,092
|
|
|
201,945
|
|
||
Retained earnings
|
(8,435
|
)
|
|
(11,031
|
)
|
||
Treasury stock, at cost, 2,329,852 and 2,299,927 shares, respectively
|
(44,481
|
)
|
|
(49,286
|
)
|
||
Accumulated other comprehensive income
|
4,960
|
|
|
6,455
|
|
||
Total shareholders’ equity
|
179,985
|
|
|
172,932
|
|
||
|
|
|
|
||||
Total liabilities and shareholders’ equity
|
$
|
544,633
|
|
|
$
|
549,702
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
1,149,355
|
|
|
$
|
1,102,290
|
|
|
$
|
1,022,896
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales
|
1,037,991
|
|
|
1,004,928
|
|
|
914,293
|
|
|||
Selling, general and administrative expenses
|
85,228
|
|
|
74,540
|
|
|
86,706
|
|
|||
Foreign exchange (gains)/losses
|
(588
|
)
|
|
(220
|
)
|
|
2,146
|
|
|||
Amortization of intangibles
|
1,689
|
|
|
1,689
|
|
|
3,774
|
|
|||
Goodwill impairments
|
—
|
|
|
40,455
|
|
|
56,149
|
|
|||
Other intangible and fixed asset impairments
|
—
|
|
|
—
|
|
|
13,674
|
|
|||
Merger and transaction costs
|
6,901
|
|
|
—
|
|
|
—
|
|
|||
Restructuring and exit costs
|
2,521
|
|
|
2,184
|
|
|
7,290
|
|
|||
Total costs and expenses
|
1,133,742
|
|
|
1,123,576
|
|
|
1,084,032
|
|
|||
|
|
|
|
|
|
||||||
Operating earnings (loss)
|
15,613
|
|
|
(21,286
|
)
|
|
(61,136
|
)
|
|||
|
|
|
|
|
|
||||||
Interest, net of interest income
|
11,875
|
|
|
10,947
|
|
|
12,025
|
|
|||
Debt extinguishment costs
|
—
|
|
|
—
|
|
|
729
|
|
|||
|
|
|
|
|
|
||||||
Earnings (loss) from continuing operations before income taxes
|
3,738
|
|
|
(32,233
|
)
|
|
(73,890
|
)
|
|||
|
|
|
|
|
|
||||||
Income tax expense (benefit)
|
1,051
|
|
|
(8,850
|
)
|
|
(24,247
|
)
|
|||
|
|
|
|
|
|
||||||
Net earnings (loss) from continuing operations
|
2,687
|
|
|
(23,383
|
)
|
|
(49,643
|
)
|
|||
|
|
|
|
|
|
||||||
Net (loss) earnings from discontinued operations, net of tax
|
(91
|
)
|
|
2,316
|
|
|
(732
|
)
|
|||
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
2,596
|
|
|
$
|
(21,067
|
)
|
|
$
|
(50,375
|
)
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Earnings (loss) from continuing operations
|
$
|
0.09
|
|
|
$
|
(0.76
|
)
|
|
$
|
(1.63
|
)
|
(Loss) earnings from discontinued operations, net of tax
|
(0.01
|
)
|
|
0.08
|
|
|
(0.03
|
)
|
|||
Net earnings (loss) per share
|
$
|
0.08
|
|
|
$
|
(0.69
|
)
|
|
$
|
(1.65
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Earnings (loss) from continuing operations
|
$
|
0.09
|
|
|
$
|
(0.76
|
)
|
|
$
|
(1.63
|
)
|
(Loss) earnings from discontinued operations, net of tax
|
(0.01
|
)
|
|
0.08
|
|
|
(0.03
|
)
|
|||
Net earnings (loss) per share
|
$
|
0.08
|
|
|
$
|
(0.69
|
)
|
|
$
|
(1.65
|
)
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Common Stock
|
|
Contributed Capital
|
|
Retained Earnings (Accumulated Loss)
|
|
Treasury Stock
|
|
Accumulated Other
Comprehensive
Income
|
|
Total Shareholders’
Equity
|
||||||||||||
Balance, October 31, 2009
|
$
|
24,849
|
|
|
$
|
204,183
|
|
|
$
|
60,411
|
|
|
$
|
(54,860
|
)
|
|
$
|
2,296
|
|
|
$
|
236,879
|
|
Net loss
|
—
|
|
|
—
|
|
|
(50,375
|
)
|
|
—
|
|
|
—
|
|
|
(50,375
|
)
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,589
|
|
|
3,589
|
|
||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(46,786
|
)
|
|||||||||||
Issuance of shares under employee stock plans, net of tax withholdings
|
—
|
|
|
(2,324
|
)
|
|
—
|
|
|
2,130
|
|
|
—
|
|
|
(194
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
3,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,107
|
|
||||||
Balance, October 30, 2010
|
$
|
24,849
|
|
|
$
|
204,966
|
|
|
$
|
10,036
|
|
|
$
|
(52,730
|
)
|
|
$
|
5,885
|
|
|
$
|
193,006
|
|
Net loss
|
—
|
|
|
—
|
|
|
(21,067
|
)
|
|
—
|
|
|
—
|
|
|
(21,067
|
)
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
570
|
|
|
570
|
|
||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(20,497
|
)
|
|||||||||||
Issuance of shares under employee stock plans, net of tax withholdings
|
—
|
|
|
(3,739
|
)
|
|
—
|
|
|
3,444
|
|
|
—
|
|
|
(295
|
)
|
||||||
Stock-based compensation tax deficiency
|
—
|
|
|
(1,537
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,537
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
2,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,255
|
|
||||||
Balance, October 29, 2011
|
$
|
24,849
|
|
|
$
|
201,945
|
|
|
$
|
(11,031
|
)
|
|
$
|
(49,286
|
)
|
|
$
|
6,455
|
|
|
$
|
172,932
|
|
Net earnings
|
—
|
|
|
—
|
|
|
2,596
|
|
|
—
|
|
|
—
|
|
|
2,596
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,495
|
)
|
|
(1,495
|
)
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
1,101
|
|
|||||||||||
Issuance of shares under employee stock plans, net of tax withholdings
|
|
|
(4,912
|
)
|
|
|
|
4,805
|
|
|
|
|
(107
|
)
|
|||||||||
Stock-based compensation tax deficiency
|
—
|
|
|
(417
|
)
|
|
—
|
|
|
|
|
—
|
|
|
(417
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
6,476
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,476
|
|
||||||
Balance, November 3, 2012
|
$
|
24,849
|
|
|
$
|
203,092
|
|
|
$
|
(8,435
|
)
|
|
$
|
(44,481
|
)
|
|
$
|
4,960
|
|
|
$
|
179,985
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
2,596
|
|
|
$
|
(21,067
|
)
|
|
$
|
(50,375
|
)
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
31,641
|
|
|
32,824
|
|
|
36,632
|
|
|||
Stock-based compensation expense
|
6,476
|
|
|
2,255
|
|
|
3,107
|
|
|||
Goodwill impairment
|
—
|
|
|
40,455
|
|
|
56,424
|
|
|||
Other intangible and fixed asset impairments
|
—
|
|
|
—
|
|
|
13,674
|
|
|||
Restructuring and exit costs
|
2,068
|
|
|
865
|
|
|
2,849
|
|
|||
Loss (gain) on disposition of assets, net
|
209
|
|
|
232
|
|
|
(1,116
|
)
|
|||
Provision (benefit) for bad debt expense
|
1,290
|
|
|
(1,925
|
)
|
|
8,111
|
|
|||
Deferred taxes
|
1,349
|
|
|
(5,139
|
)
|
|
(22,067
|
)
|
|||
Change in current assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
4,237
|
|
|
(19,424
|
)
|
|
(12,175
|
)
|
|||
Inventories
|
(14,181
|
)
|
|
(11,374
|
)
|
|
(16,467
|
)
|
|||
Prepaid expenses and other current assets
|
1,396
|
|
|
12,926
|
|
|
2,868
|
|
|||
Accounts payable
|
1,021
|
|
|
13,668
|
|
|
24,283
|
|
|||
Accrued liabilities
|
5,976
|
|
|
(3,091
|
)
|
|
(5,837
|
)
|
|||
Other, net
|
195
|
|
|
1,093
|
|
|
(581
|
)
|
|||
Net cash provided by operating activities
|
44,273
|
|
|
42,298
|
|
|
39,330
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(19,967
|
)
|
|
(29,072
|
)
|
|
(21,432
|
)
|
|||
Proceeds from the disposition of assets
|
154
|
|
|
453
|
|
|
3,560
|
|
|||
Net cash used by investing activities
|
(19,813
|
)
|
|
(28,619
|
)
|
|
(17,872
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Bank credit facility borrowings (payments), net
|
2,725
|
|
|
(14,199
|
)
|
|
45,900
|
|
|||
Payments on notes and bank term loan
|
(24,705
|
)
|
|
(378
|
)
|
|
(87,582
|
)
|
|||
Payments on bonds and leases
|
(488
|
)
|
|
(723
|
)
|
|
(515
|
)
|
|||
Debt issuance costs
|
(1,660
|
)
|
|
(1,558
|
)
|
|
(1,174
|
)
|
|||
Stock-based compensation exercised
|
(107
|
)
|
|
(295
|
)
|
|
(194
|
)
|
|||
Net cash used by financing activities
|
(24,235
|
)
|
|
(17,153
|
)
|
|
(43,565
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(10
|
)
|
|
(549
|
)
|
|
82
|
|
|||
Increase (decrease) in cash and cash equivalents
|
215
|
|
|
(4,023
|
)
|
|
(22,025
|
)
|
|||
Cash and cash equivalents at beginning of year
|
877
|
|
|
4,900
|
|
|
26,925
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,092
|
|
|
$
|
877
|
|
|
$
|
4,900
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
10,920
|
|
|
$
|
10,208
|
|
|
$
|
12,780
|
|
Income taxes (refunded) paid
|
(345
|
)
|
|
(11,350
|
)
|
|
5,711
|
|
Classification
|
|
Years
|
Buildings and leasehold improvements
|
|
20-25
|
Machinery and equipment
|
|
12-16
|
Furniture and fixtures
|
|
5-10
|
Computer equipment and software
|
|
3-7
|
▪
|
Cash, accounts receivable, notes receivable, accounts payable and accrued liabilities - The carrying value of these instruments approximates fair value due to their short-term nature.
|
▪
|
Long-term debt (including bank credit facilities) - The estimated fair value of the long-term debt is based on estimated borrowing rates to discount the cash flows to their present value as provided by a broker, or otherwise, quoted, current market prices for same or similar issues. See Note 3 for further details.
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Costs and expenses
|
166
|
|
|
(4,459
|
)
|
|
533
|
|
|||
|
(166
|
)
|
|
4,459
|
|
|
(525
|
)
|
|||
(Loss) gain on the sale of discontinued operations
|
—
|
|
|
—
|
|
|
(571
|
)
|
|||
(Loss) earnings from discontinued operations before income taxes
|
(166
|
)
|
|
4,459
|
|
|
(1,096
|
)
|
|||
(Benefit) provision for income taxes
|
(75
|
)
|
|
2,143
|
|
|
(364
|
)
|
|||
(Loss) earnings from discontinued operations, net of tax
|
$
|
(91
|
)
|
|
$
|
2,316
|
|
|
$
|
(732
|
)
|
3)
|
Fair Value of Financial Instruments
|
|
November 3, 2012
|
|
October 29, 2011
|
||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Total debt (including credit facilities)
|
$
|
134,924
|
|
|
$
|
141,340
|
|
|
$
|
157,211
|
|
|
$
|
161,259
|
|
▪
|
Income approach: To determine fair value, the Company discounted the expected cash flows of the reporting units. The Company calculated expected cash flows using forecasted annual revenue growth rates between approximately
3%
-
14%
for each reporting unit over the next
five
years. The Company used discount rates between approximately
13%
-
14%
, which represent the estimated weighted average cost of capital and reflect the overall level of inherent risk involved in the respective operations and the rate of return expected by market participants. To estimate cash flows beyond the final year of the forecast of five years, the Company used terminal growth rates of between approximately
2%
-
3%
and incorporated the present value of the resulting terminal value into its estimate of fair value.
|
▪
|
Guideline public company multiples: The Company used the guideline public company method to select reasonably similar/guideline publicly traded companies for each of the Company's reporting units. Using the guideline public company method, the Company calculated EBITDA multiples for each of the public companies using both historical and forecasted EBITDA figures. By applying these multiples to the appropriate historical and forecasted EBITDA figures for each reporting unit, fair value estimates were calculated.
|
|
Custom Sheet and
Rollstock
|
|
Packaging
Technologies
|
|
Color and Specialty
Compounds
|
|
Total
|
||||||||
Goodwill balance as of October 30, 2010
|
$
|
40,455
|
|
|
$
|
47,466
|
|
|
$
|
—
|
|
|
$
|
87,921
|
|
Impairment
|
(40,455
|
)
|
|
—
|
|
|
—
|
|
|
(40,455
|
)
|
||||
Goodwill balance as of October 29, 2011
|
—
|
|
|
47,466
|
|
|
—
|
|
|
47,466
|
|
||||
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Goodwill balance as of November 3, 2012
|
$
|
—
|
|
|
$
|
47,466
|
|
|
$
|
—
|
|
|
$
|
47,466
|
|
|
2012
|
|
2011
|
|||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
|
Net Carrying
Amount
|
||||||||||||
Customer contracts / relationships
|
$
|
5,460
|
|
|
$
|
(3,395
|
)
|
|
$
|
2,065
|
|
|
$
|
5,460
|
|
|
$
|
(2,975
|
)
|
|
|
$
|
2,485
|
|
Product formulations / trademarks
|
19,943
|
|
|
(10,826
|
)
|
|
9,117
|
|
|
19,943
|
|
|
(9,556
|
)
|
|
|
10,387
|
|
||||||
|
$
|
25,403
|
|
|
$
|
(14,221
|
)
|
|
$
|
11,182
|
|
|
$
|
25,403
|
|
|
$
|
(12,531
|
)
|
|
|
$
|
12,872
|
|
Year Ended
|
|
Intangible
Amortization
|
||
2013
|
|
$
|
1,689
|
|
2014
|
|
1,677
|
|
|
2015
|
|
1,546
|
|
|
2016
|
|
1,546
|
|
|
2017
|
|
1,239
|
|
|
Thereafter
|
|
3,485
|
|
|
|
|
$
|
11,182
|
|
|
2012
|
|
2011
|
||||
Land
|
$
|
9,872
|
|
|
$
|
9,883
|
|
Buildings and leasehold improvements
|
105,579
|
|
|
102,920
|
|
||
Machinery and equipment
|
390,546
|
|
|
389,030
|
|
||
Computer equipment and software
|
39,504
|
|
|
39,008
|
|
||
Furniture and fixtures
|
3,750
|
|
|
4,196
|
|
||
|
549,251
|
|
|
545,037
|
|
||
Accumulated depreciation
|
(351,878
|
)
|
|
(336,963
|
)
|
||
|
$
|
197,373
|
|
|
$
|
208,074
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Restructuring and exit costs:
|
|
|
|
|
|
||||||
Custom Sheet and Rollstock
|
$
|
1,054
|
|
|
$
|
609
|
|
|
$
|
2,585
|
|
Packaging Technologies
|
—
|
|
|
247
|
|
|
(662
|
)
|
|||
Color and Specialty Compounds
|
1,467
|
|
|
1,322
|
|
|
5,276
|
|
|||
Corporate
|
—
|
|
|
6
|
|
|
91
|
|
|||
Total restructuring and exit costs
|
2,521
|
|
|
2,184
|
|
|
7,290
|
|
|||
Income tax benefit
|
(655
|
)
|
|
(830
|
)
|
|
(2,836
|
)
|
|||
Impact on net earnings from continuing operations
|
$
|
1,866
|
|
|
$
|
1,354
|
|
|
$
|
4,454
|
|
|
2012
|
||
Employee severance and other exit costs
|
$
|
2,229
|
|
Fixed asset valuation adjustments, net
|
292
|
|
|
Total
|
$
|
2,521
|
|
|
Cumulative
To-Date
|
||
Employee severance
|
$
|
6,292
|
|
Facility consolidation and shut-down costs
|
6,943
|
|
|
Fixed asset valuation adjustments, net
|
3,225
|
|
|
Total
|
$
|
16,460
|
|
|
2012
|
||
Merger and Transaction Costs:
|
|
||
Stock compensation expense from accelerated vesting
|
$
|
4,865
|
|
Legal and financial advisor fees
|
1,888
|
|
|
Other merger and transaction costs
|
148
|
|
|
Total merger and transaction costs
|
6,901
|
|
|
Income tax benefit
|
(2,415
|
)
|
|
Impact on net earnings from continuing operations
|
$
|
4,486
|
|
|
2012
|
|
2011
|
||||
Raw materials
|
$
|
58,107
|
|
|
$
|
52,270
|
|
Production supplies
|
7,129
|
|
|
6,843
|
|
||
Finished goods
|
49,397
|
|
|
41,225
|
|
||
Inventory reserves
|
(9,534
|
)
|
|
(9,152
|
)
|
||
Total inventories, net
|
$
|
105,099
|
|
|
$
|
91,186
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cost of sales
|
$
|
82
|
|
|
$
|
86
|
|
|
$
|
129
|
|
Selling, general and administrative
|
1,529
|
|
|
2,169
|
|
|
2,978
|
|
|||
Merger and transaction costs
|
4,865
|
|
|
—
|
|
|
—
|
|
|||
Total stock-based compensation expense included in operating earnings (loss)
|
6,476
|
|
|
2,255
|
|
|
3,107
|
|
|||
Income taxes benefit
|
(2,267
|
)
|
|
(857
|
)
|
|
(1,182
|
)
|
|||
Impact on net earnings (loss) from continuing operations
|
$
|
4,209
|
|
|
$
|
1,398
|
|
|
$
|
1,925
|
|
Effect on basic and diluted earnings (loss) from continuing operations
|
$
|
0.14
|
|
|
$
|
0.05
|
|
|
$
|
0.06
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted average fair value
|
$
|
2.90
|
|
|
$
|
4.86
|
|
|
$
|
5.62
|
|
Assumptions used:
|
|
|
|
|
|
||||||
Expected dividend yield
|
0%
|
|
0%
|
|
0%
|
||||||
Volatility
|
89%
|
|
71%
|
|
70%
|
||||||
Risk-free interest rates
|
0.9%
|
|
1.0-2.2%
|
|
1.4-2.3%
|
||||||
Expected lives
|
4.5 Years
|
|
5.2 Years
|
|
5.5 Years
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|||
Outstanding, beginning of the year
|
1,454
|
|
|
$
|
9.56
|
|
Granted
|
486
|
|
|
4.40
|
|
|
Exercised
|
34
|
|
|
4.30
|
|
|
Forfeited
|
190
|
|
|
8.93
|
|
|
Outstanding, end of the year
|
1,716
|
|
|
$
|
8.30
|
|
Exercisable, end of the year
|
1,716
|
|
|
$
|
8.30
|
|
Range of Exercise Prices
|
|
Outstanding
Shares
|
|
Weighted
Average Exercise
Price
|
|
Remaining
Contractual Life
(in Years)
|
|
Exercisable
Shares
|
|
Weighted
Average
Exercise Price
|
|||||||
$2.33 - 4.81
|
|
633
|
|
|
$
|
4.19
|
|
|
8.4
|
|
|
633
|
|
|
$
|
4.19
|
|
$6.98 - 8.18
|
|
306
|
|
|
7.02
|
|
|
8.0
|
|
|
306
|
|
|
7.02
|
|
||
$8.80 - 9.92
|
|
483
|
|
|
9.31
|
|
|
7.4
|
|
|
483
|
|
|
9.31
|
|
||
$10.47 - 29.12
|
|
294
|
|
|
16.64
|
|
|
5.6
|
|
|
294
|
|
|
16.64
|
|
||
|
|
1,716
|
|
|
|
|
|
|
1,716
|
|
|
|
|
|
Restricted Stock
|
|||||
|
Shares
|
|
Weighted
Average Price
|
|||
Non-vested , beginning of the year
|
250
|
|
|
$
|
7.98
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
232
|
|
|
7.99
|
|
|
Forfeited
|
18
|
|
|
7.88
|
|
|
Non-vested , end of the year
|
—
|
|
|
$
|
—
|
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|||
Outstanding, beginning of the year
|
670
|
|
|
$
|
22.34
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Forfeited
|
185
|
|
|
21.84
|
|
|
Outstanding, end of the year
|
485
|
|
|
$
|
22.53
|
|
Exercisable, end of the year
|
485
|
|
|
$
|
22.53
|
|
Range of Exercise Prices
|
|
Outstanding
Shares
|
|
Weighted
Average
Exercise Price
|
|
Remaining
Contractual
Life (in Years)
|
|
Exercisable
Shares
|
|
Weighted
Average
Exercise Price
|
|||||||
$18.08 - 21.19
|
|
168
|
|
|
$
|
19.64
|
|
|
1.6
|
|
|
168
|
|
|
$
|
19.64
|
|
$21.90 - 23.63
|
|
167
|
|
|
22.33
|
|
|
1.5
|
|
|
167
|
|
|
22.33
|
|
||
$25.10 - 26.02
|
|
150
|
|
|
25.97
|
|
|
2.1
|
|
|
150
|
|
|
25.97
|
|
||
|
|
485
|
|
|
|
|
|
|
|
|
485
|
|
|
|
|
|
2012
|
|
2011
|
||||
2004 Senior Notes
|
$
|
88,901
|
|
|
$
|
113,594
|
|
Credit facility
|
34,426
|
|
|
31,707
|
|
||
Other
|
11,597
|
|
|
11,910
|
|
||
Total debt
|
134,924
|
|
|
157,211
|
|
||
Less current maturities
|
22,636
|
|
|
25,211
|
|
||
Total long-term debt
|
$
|
112,288
|
|
|
$
|
132,000
|
|
Year Ended
|
|
Maturities
|
||
2013
|
|
$
|
22,636
|
|
2014
|
|
57,108
|
|
|
2015
|
|
22,712
|
|
|
2016
|
|
30,740
|
|
|
2017
|
|
549
|
|
|
Thereafter
|
|
1,179
|
|
|
|
|
$
|
134,924
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
11,997
|
|
|
$
|
(34,903
|
)
|
|
$
|
(77,334
|
)
|
Non-U.S. operations
|
(8,259
|
)
|
|
2,670
|
|
|
3,444
|
|
|||
|
$
|
3,738
|
|
|
$
|
(32,233
|
)
|
|
$
|
(73,890
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(1,756
|
)
|
|
$
|
(5,700
|
)
|
|
$
|
(3,041
|
)
|
State and local
|
374
|
|
|
(917
|
)
|
|
(159
|
)
|
|||
Foreign
|
1,025
|
|
|
2,100
|
|
|
1,090
|
|
|||
Total current (benefit)
|
(357
|
)
|
|
(4,517
|
)
|
|
(2,110
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
2,369
|
|
|
(4,451
|
)
|
|
(20,081
|
)
|
|||
State and local
|
25
|
|
|
769
|
|
|
(1,754
|
)
|
|||
Foreign
|
(986
|
)
|
|
(651
|
)
|
|
(302
|
)
|
|||
Total deferred provision (benefit)
|
1,408
|
|
|
(4,333
|
)
|
|
(22,137
|
)
|
|||
Total tax provision (benefit)
|
$
|
1,051
|
|
|
$
|
(8,850
|
)
|
|
$
|
(24,247
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Federal income tax (benefit) at statutory rate
|
$
|
1,308
|
|
|
$
|
(11,281
|
)
|
|
$
|
(25,861
|
)
|
State income taxes, net of applicable federal income tax benefit
|
146
|
|
|
(1,084
|
)
|
|
(2,051
|
)
|
|||
Impairment of non-deductible goodwill
|
—
|
|
|
2,899
|
|
|
9,679
|
|
|||
Net changes in uncertain tax positions
|
370
|
|
|
232
|
|
|
172
|
|
|||
Net change due to change in rates
|
(72
|
)
|
|
758
|
|
|
207
|
|
|||
Impact of change in state deferred tax asset
|
—
|
|
|
1,470
|
|
|
—
|
|
|||
Research and development tax credit
|
(117
|
)
|
|
(1,086
|
)
|
|
—
|
|
|||
Impact of legal entity reorganization
|
—
|
|
|
(619
|
)
|
|
—
|
|
|||
Return to provision adjustments
|
(1,328
|
)
|
|
(410
|
)
|
|
(1,953
|
)
|
|||
Manufacturer's deduction
|
(124
|
)
|
|
—
|
|
|
—
|
|
|||
Valuation allowance
|
223
|
|
|
—
|
|
|
—
|
|
|||
Non-US rate differential
|
484
|
|
|
—
|
|
|
—
|
|
|||
Deemed liquidation of subsidiary
|
—
|
|
|
—
|
|
|
(2,770
|
)
|
|||
Partial reversal of APB 23 assertion
|
—
|
|
|
—
|
|
|
(1,631
|
)
|
|||
Other, net
|
161
|
|
|
271
|
|
|
(39
|
)
|
|||
Total tax provision
|
$
|
1,051
|
|
|
$
|
(8,850
|
)
|
|
$
|
(24,247
|
)
|
|
2012
|
|
2011
|
||||
Deferred tax assets
|
|
|
|
||||
Net operating loss and other carryforwards
|
$
|
12,422
|
|
|
$
|
11,512
|
|
Employee benefits and compensation
|
6,381
|
|
|
3,758
|
|
||
Workers’ compensation
|
1,183
|
|
|
1,312
|
|
||
Inventory capitalization of reserves
|
2,235
|
|
|
2,363
|
|
||
Reserve for product returns
|
962
|
|
|
988
|
|
||
Deferred compensation benefit plans
|
1,223
|
|
|
1,066
|
|
||
Bad debt reserves
|
775
|
|
|
835
|
|
||
Installment note
|
—
|
|
|
665
|
|
||
Goodwill and other intangible assets
|
2,007
|
|
|
5,577
|
|
||
Other
|
3,206
|
|
|
3,747
|
|
||
Total deferred tax assets
|
30,394
|
|
|
31,823
|
|
||
Valuation allowance
|
(11,915
|
)
|
|
(6,663
|
)
|
||
Net deferred tax assets
|
18,479
|
|
|
25,160
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
39,856
|
|
|
43,785
|
|
||
Inventory capitalization of reserves
|
482
|
|
|
889
|
|
||
Basis adjustment
|
4,682
|
|
|
4,709
|
|
||
Other
|
122
|
|
|
616
|
|
||
Total deferred tax liabilities
|
45,142
|
|
|
49,999
|
|
||
Net deferred income tax liability
|
$
|
26,663
|
|
|
$
|
24,839
|
|
|
2012
|
|
2011
|
||||
Unrecognized tax benefits, beginning of the year
|
$
|
450
|
|
|
$
|
503
|
|
Additions based on current year tax positions
|
27
|
|
|
56
|
|
||
Additions for prior year tax positions
|
377
|
|
|
118
|
|
||
Reductions for prior year tax positions
|
(223
|
)
|
|
—
|
|
||
Settlements with tax authorities
|
(11
|
)
|
|
(92
|
)
|
||
Lapses in statutes of limitations
|
(15
|
)
|
|
(135
|
)
|
||
Unrecognized tax benefits, end of year
|
$
|
605
|
|
|
$
|
450
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Antidilutive shares:
|
|
|
|
|
|
|||
SSARs
|
1,083
|
|
|
1,236
|
|
|
838
|
|
Stock options
|
485
|
|
|
670
|
|
|
763
|
|
Total antidilutive shares excluded from diluted earnings per share
|
1,568
|
|
|
1,906
|
|
|
1,601
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Basic and diluted net earnings:
|
|
|
|
|
|
||||||
Net earnings (loss) from continuing operations
|
$
|
2,687
|
|
|
$
|
(23,383
|
)
|
|
$
|
(49,643
|
)
|
Less: net earnings allocated to participating securities
|
12
|
|
|
—
|
|
|
—
|
|
|||
Net earnings (loss) from continuing operations attributable to common shareholders
|
2,675
|
|
|
(23,383
|
)
|
|
(49,643
|
)
|
|||
(Loss) earnings from discontinued operations, net of tax
|
(91
|
)
|
|
2,316
|
|
|
(732
|
)
|
|||
Net earnings (loss) attributable to common shareholders
|
$
|
2,584
|
|
|
$
|
(21,067
|
)
|
|
$
|
(50,375
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
30,839
|
|
|
30,663
|
|
|
30,536
|
|
|||
Add: dilutive shares from equity instruments
|
57
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
30,896
|
|
|
30,663
|
|
|
30,536
|
|
Year Ended
|
|
Operating
Leases
|
||
2013
|
|
$
|
4,391
|
|
2014
|
|
3,614
|
|
|
2015
|
|
2,612
|
|
|
2016
|
|
1,377
|
|
|
2017
|
|
386
|
|
|
Thereafter
|
|
2,895
|
|
|
|
|
$
|
15,275
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales: (a)(b)
|
|
|
|
|
|
||||||
Custom Sheet and Rollstock
|
$
|
604,250
|
|
|
$
|
577,443
|
|
|
$
|
579,260
|
|
Packaging Technologies
|
243,102
|
|
|
243,997
|
|
|
221,218
|
|
|||
Color and Specialty Compounds
|
302,003
|
|
|
280,850
|
|
|
222,418
|
|
|||
|
$
|
1,149,355
|
|
|
$
|
1,102,290
|
|
|
$
|
1,022,896
|
|
Operating earnings (loss): (b)
|
|
|
|
|
|
||||||
Custom Sheet and Rollstock
|
$
|
29,342
|
|
|
$
|
(16,145
|
)
|
|
$
|
25,149
|
|
Packaging Technologies
|
18,006
|
|
|
23,580
|
|
|
(30,916
|
)
|
|||
Color and Specialty Compounds
|
7,544
|
|
|
2,000
|
|
|
(17,983
|
)
|
|||
Corporate
|
(39,279
|
)
|
|
(30,721
|
)
|
|
(37,386
|
)
|
|||
|
$
|
15,613
|
|
|
$
|
(21,286
|
)
|
|
$
|
(61,136
|
)
|
Assets:
|
|
|
|
|
|
||||||
Custom Sheet and Rollstock
|
$
|
271,723
|
|
|
$
|
268,635
|
|
|
$
|
304,781
|
|
Packaging Technologies
|
151,327
|
|
|
145,096
|
|
|
140,177
|
|
|||
Color and Specialty Compounds
|
82,601
|
|
|
94,267
|
|
|
81,346
|
|
|||
Corporate and other
|
38,982
|
|
|
41,704
|
|
|
50,837
|
|
|||
|
$
|
544,633
|
|
|
$
|
549,702
|
|
|
$
|
577,141
|
|
Depreciation and amortization: (b)
|
|
|
|
|
|
||||||
Custom Sheet and Rollstock
|
$
|
14,321
|
|
|
$
|
14,942
|
|
|
$
|
15,869
|
|
Packaging Technologies
|
7,173
|
|
|
6,671
|
|
|
8,427
|
|
|||
Color and Specialty Compounds
|
6,360
|
|
|
7,299
|
|
|
8,208
|
|
|||
Corporate
|
3,787
|
|
|
3,912
|
|
|
4,128
|
|
|||
|
$
|
31,641
|
|
|
$
|
32,824
|
|
|
$
|
36,632
|
|
Capital expenditures: (b)
|
|
|
|
|
|
||||||
Custom Sheet and Rollstock
|
$
|
4,575
|
|
|
$
|
12,911
|
|
|
$
|
11,013
|
|
Packaging Technologies
|
9,832
|
|
|
6,993
|
|
|
3,440
|
|
|||
Color and Specialty Compounds
|
4,518
|
|
|
3,965
|
|
|
3,269
|
|
|||
Corporate and other
|
1,042
|
|
|
5,203
|
|
|
3,710
|
|
|||
|
$
|
19,967
|
|
|
$
|
29,072
|
|
|
$
|
21,432
|
|
|
Net Sales by Destination (a)(b)
|
|
Property, Plant and Equipment, net
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
United States
|
$
|
923,747
|
|
|
$
|
878,046
|
|
|
$
|
837,173
|
|
|
$
|
166,149
|
|
|
$
|
175,074
|
|
|
$
|
183,231
|
|
Mexico
|
102,971
|
|
|
81,498
|
|
|
65,713
|
|
|
16,004
|
|
|
15,716
|
|
|
15,887
|
|
||||||
Canada
|
82,127
|
|
|
74,651
|
|
|
78,566
|
|
|
8,587
|
|
|
9,742
|
|
|
10,119
|
|
||||||
Europe
|
30,653
|
|
|
59,067
|
|
|
33,731
|
|
|
6,633
|
|
|
7,542
|
|
|
2,607
|
|
||||||
Asia and other
|
9,857
|
|
|
9,028
|
|
|
7,713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
1,149,355
|
|
|
$
|
1,102,290
|
|
|
$
|
1,022,896
|
|
|
$
|
197,373
|
|
|
$
|
208,074
|
|
|
$
|
211,844
|
|
(a)
|
In addition to external sales to customers, inter-segment sales were
$63,416
,
$54,396
, and
$50,344
, in
2012
,
2011
and
2010
, respectively.
|
(b)
|
Excludes discontinued operations.
|
|
Quarter
|
|
|
||||||||||||||||
|
1
st
|
|
2
nd
|
|
3
rd
|
|
4
th
|
|
Year
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
281,781
|
|
|
$
|
298,323
|
|
|
$
|
282,447
|
|
|
$
|
286,803
|
|
|
$
|
1,149,355
|
|
Gross profit (a)
|
21,250
|
|
|
29,401
|
|
|
26,710
|
|
|
32,314
|
|
|
109,675
|
|
|||||
Operating (loss) earnings
|
(526
|
)
|
|
8,549
|
|
|
5,140
|
|
|
2,450
|
|
|
15,613
|
|
|||||
Net (loss) earnings from continuing operations (b)
|
(2,270
|
)
|
|
3,674
|
|
|
1,838
|
|
|
(555
|
)
|
|
2,687
|
|
|||||
Net earnings (loss) from discontinued operations
|
21
|
|
|
(3
|
)
|
|
—
|
|
|
(109
|
)
|
|
(91
|
)
|
|||||
Net (loss) earnings (b)
|
(2,249
|
)
|
|
3,671
|
|
|
1,838
|
|
|
(664
|
)
|
|
2,596
|
|
|||||
Basic (loss) earnings per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) earnings from continuing operations
|
(0.07
|
)
|
|
0.12
|
|
|
0.06
|
|
|
(0.02
|
)
|
|
0.09
|
|
|||||
(Loss) earnings from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|||||
Net (loss) earnings per share
|
(0.07
|
)
|
|
0.12
|
|
|
0.06
|
|
|
(0.03
|
)
|
|
0.08
|
|
|||||
Diluted (loss) earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) earnings from continuing operations
|
(0.07
|
)
|
|
0.12
|
|
|
0.06
|
|
|
(0.02
|
)
|
|
0.09
|
|
|||||
(Loss) earnings from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|||||
Net (loss) earnings per share
|
(0.07
|
)
|
|
0.12
|
|
|
0.06
|
|
|
(0.03
|
)
|
|
0.08
|
|
|||||
Dividends declared per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
234,783
|
|
|
$
|
282,551
|
|
|
$
|
291,716
|
|
|
$
|
293,239
|
|
|
$
|
1,102,290
|
|
Gross profit (a)
|
17,984
|
|
|
26,655
|
|
|
26,243
|
|
|
24,791
|
|
|
95,673
|
|
|||||
Operating (loss) earnings
|
(1,818
|
)
|
|
7,097
|
|
|
8,325
|
|
|
(34,890
|
)
|
|
(21,286
|
)
|
|||||
Net (loss) earnings from continuing operations (c)
|
(1,838
|
)
|
|
2,847
|
|
|
2,988
|
|
|
(27,380
|
)
|
|
(23,383
|
)
|
|||||
Net earnings (loss) from discontinued operations
|
2,871
|
|
|
(225
|
)
|
|
19
|
|
|
(349
|
)
|
|
2,316
|
|
|||||
Net earnings (loss) (c) (d)
|
1,033
|
|
|
2,622
|
|
|
3,007
|
|
|
(27,729
|
)
|
|
(21,067
|
)
|
|||||
Basic (loss) earnings per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) earnings from continuing operations
|
(0.06
|
)
|
|
0.09
|
|
|
0.10
|
|
|
(0.89
|
)
|
|
(0.76
|
)
|
|||||
Earnings (loss) from discontinued operations, net of tax
|
0.09
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
0.08
|
|
|||||
Net earnings (loss) per share
|
0.03
|
|
|
0.08
|
|
|
0.10
|
|
|
(0.90
|
)
|
|
(0.69
|
)
|
|||||
Diluted (loss) earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) earnings from continuing operations
|
(0.06
|
)
|
|
0.09
|
|
|
0.10
|
|
|
(0.89
|
)
|
|
(0.76
|
)
|
|||||
Earnings (loss) from discontinued operations, net of tax
|
0.09
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
0.08
|
|
|||||
Net earnings (loss) per share
|
0.03
|
|
|
0.08
|
|
|
0.10
|
|
|
(0.90
|
)
|
|
(0.69
|
)
|
|||||
Dividends declared per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
Gross profit is calculated as net sales less cost of sales and amortization expense.
|
(b)
|
Operating earnings and net earnings from continuing operations in
2012
were impacted by charges totaling
$8,834
(
$5,917
net of tax), comprising merger and transaction costs of
$6,901
(
$4,486
net of tax), restructuring and exit costs of
$2,521
(
$1,866
net of tax), and foreign currency gains of
$588
(
$435
net of tax). Fourth quarter
2012
operating earnings and net earnings include foreign currency gains which pertain to prior annual periods of
$1,465
(
$1,026
net of tax). Prior annual periods were not corrected as such amounts were immaterial and thus recorded in the fourth quarter of
2012
.
|
(c)
|
Operating earnings and net earnings from continuing operations in the fourth quarter of
2011
were impacted by charges totaling
$41,067
(
$28,813
net of tax), comprising goodwill impairments of
$40,455
(
$28,435
net of tax), restructuring and exit costs of
$634
(
$393
net of tax), and foreign currency gains of
$22
(
$15
net of tax).
|
(d)
|
The earnings from discontinued operations in
2011
include the settlement agreement for breach of contract by Chemtura that led to
$4,844
in cash proceeds and after tax earnings of
$3,003
.
|
▪
|
Severance compensation of
$1,998
representing an amount equal to
two
times his former salary and the average of the bonus payments he earned during the prior two fiscal years.
|
▪
|
As a result of stock-based compensation and bonus forfeitures,
$494
of stock-based compensation expense and
$218
of accrued bonus expense was recaptured during
2010
. The Company also recorded
$100
of expense for estimated health care coverage costs and other supplementary benefits. The net charge to operating earnings was
$1,369
during the fourth quarter of
2010
and is included in selling, general and administrative expenses in the consolidated statement of operations for that period.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
•
|
The change of control provisions were amended to provide for double-trigger acceleration of vesting, pursuant to which vesting of awards will now only occur if a change of control occurs and the employee is terminated by the Company without cause or the employee terminates employment for Good Reason in connection with or within the 24 months following the change of control.
|
•
|
The amendments removed provisions that provided for a tax gross up payment in the event that a payment or benefit under the award was determined to be an “excess parachute payment” subject to an excise tax under the Internal Revenue Code.
|
Name
|
|
Age
|
|
Current Office, Prior Positions and Employment
|
Victoria M. Holt
|
|
55
|
|
President and Chief Executive Officer (since September 2010)
. From January 2003 to September 2010, Ms. Holt was a Senior Vice President, Glass and Fiber Glass, for PPG Industries, Inc., a global manufacturer of coatings, chemicals and glass products. Prior to joining PPG Industries, Inc. in January 2003, she was Vice President of Performance Films for Solutia Inc. Ms. Holt began her career at Solutia’s predecessor, Monsanto Company, where she held various sales, marketing and global general management positions.
|
Randy C. Martin
|
|
50
|
|
Executive Vice President (since September 2000) Corporate Development and Chief Financial Officer (since May 1996); Interim President and Chief Executive Officer (July 2007 to January 2008); Vice President, Finance (May 1996 to September 2000); Corporate Controller (September 1995 to May 1996)
. Mr. Martin, a CPA and CMA, was with KPMG Peat Marwick LLP for 11 years before joining the Company in 1995.
|
Carol L. O’Neill
|
|
49
|
|
Senior Vice President, Packaging Technologies (since April 2010)
. Prior to joining the Company, Ms. O'Neill was President of Flying Food Group, a privately held food company (2007 to 2010). Prior to Flying Food Group, Ms. O'Neill held various leadership and management roles at Sealed Air Corporation, including Vice President Business Development, responsible for corporate strategy, mergers and acquisitions, and management of several acquired businesses (1996 to 2007).
|
Timothy P. Feast
|
|
45
|
|
Senior Vice President, Color and Specialty Compounds (since May 2011)
. Prior to joining the Company, Mr. Feast was the Senior Vice President of Global Sales and Marketing for Tempel Steel Company, the largest independent manufacturer of electrical steel laminations for the global electric motor and transformer industry, with manufacturing facilities in the US, Mexico, Canada, China and India, from December 2010 to April 2011. Prior to Tempel Steel, Mr. Feast spent 12 years at Solutia in St. Louis, primarily with the Saflex Business, the world leader in the supply of plastic interlayer to the laminated glazing industry, most recently as President. Prior to Solutia, Mr. Feast held a number of positions at Monsanto in its global divisions where he led business and commercial development.
|
Rosemary L. Klein
|
|
45
|
|
Senior Vice President, General Counsel and Corporate Secretary (since March 2009)
. Prior to joining the Company, Ms. Klein was Senior Vice President, General Counsel and Corporate Secretary at Solutia Inc. (2004 to 2009). Prior to Solutia in June 2003, Ms. Klein held various senior level legal roles at Premcor Inc. and Arch Coal, Inc.
|
Michael G. Marcely
|
|
45
|
|
Senior Vice President, Sheet Turnaround Leader (since January 2012); Senior Vice President, Finance (September 2010 to January 2012); Senior Vice President, Planning and Controller (July 2009 to September 2010); Vice President, Financial Planning and Analysis (April 2008 to July 2009); Vice President, Corporate Controller (July 2004 to April 2008); Director of Internal Audit (January 2003 to July 2004)
. Mr. Marcely, a CPA, was with Ernst & Young LLP for four years, Emerson Electric for four years and KPMG LLP for six years before joining the Company in 2003.
|
Robert E. Lorah
|
|
54
|
|
Senior Vice President, Human Resources (since April 2011)
. Prior to joining the Company, Mr. Lorah was Vice President of Human Resources for Sara Lee, with responsibility for the North American supply chain supporting a $5 billion annual revenue retail and food services business with 10,000 employees at 23 manufacturing sites, from October 2005 to April 2011. Prior to Sara Lee, Mr. Lorah spent nearly eight years at Solutia in St. Louis, MO as the Director of Human Resources and 17 years prior to that at Monsanto Corporation.
|
Robert J. Byrne
|
|
54
|
|
Senior Vice President and Chief Information Officer (since June 2011); Vice President and Chief Information Officer (from December 2008 to June 2011)
. Prior to joining the Company, Mr. Byrne spent more than 25 years in various plant operations and information technology positions with Anheuser-Busch Companies Inc., including six years as Vice President and Chief Information Officer.
|
Richard A. Locke
|
|
59
|
|
Vice President, Procurement (since April 2010).
Prior to joining the Company, Mr. Locke was Vice President, Supply Chain for Alcan Packaging Americas responsible for its supply chain and procurement function (2005 to 2010). Prior to Alcan Packaging Americas, he held similar leadership roles at Pactiv and Sweetheart Cup Company.
|
▪
|
Management's Report on Internal Control over Financial Reporting
|
▪
|
Reports of Independent Registered Public Accounting Firm
|
▪
|
Consolidated Balance Sheets
|
▪
|
Consolidated Statements of Operations
|
▪
|
Consolidated Statements of Shareholders' Equity
|
▪
|
Consolidated Statements of Cash Flows
|
▪
|
Notes to the Consolidated Financial Statements
|
▪
|
Schedule II - Valuation and Qualifying Accounts
|
Exhibit
Number
|
|
Description
|
|
Location
|
3.1
|
|
Certificate of Incorporation, as currently in effect
|
|
Incorporated by reference to Exhibit 3.3 to the Company’s Form 8-K filed with the SEC on September 30, 2009
|
3.2
|
|
Bylaws, as currently in effect
|
|
Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on September 30, 2009
|
10.1
|
|
Form of Indemnification Agreement entered into between the Company and each of its officers and directors
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on September 11, 2008
|
10.2*
|
|
Spartech Corporation 2006 Executive Bonus Plan
|
|
Incorporated by reference to Exhibit 1.01(a) to the Company’s Form 8-K filed with the SEC on December 21, 2005
|
10.3*
|
|
Spartech Corporation 2004 Equity Compensation Plan, as amended
|
|
Incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 filed with the SEC on July 17, 2009
|
10.4*
|
|
Spartech Corporation Long-Term Equity Incentive
Program
|
|
Incorporated by reference to Exhibit 5.02(1) to the Company’s Form 8-K filed with the SEC on December 7, 2006
|
10.5*
|
|
Form of Incentive Stock Option
|
|
Incorporated by reference to Exhibit 1.01(2) to the Company’s Form 8-K filed with the SEC on December 14, 2004
|
10.6*
|
|
Form of Nonqualified Stock Option
|
|
Incorporated by reference to Exhibit 1.01(3) to the Company’s Form 8-K filed with the SEC on December 14, 2004
|
10.7*
|
|
Form of Restricted Stock Unit Award (directors)
|
|
Incorporated by reference to Exhibit 1.01(4) to the Company’s Form 8-K filed with the SEC on December 14, 2004
|
10.8*
|
|
Form of Restricted Stock Award (directors)
|
|
Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed with the SEC on March 12, 2007
|
10.9
|
|
Amended and Restated Note Purchase Agreement (Initially Dated as of September 15, 2004) dated September 10, 2008, 6.58% Senior Notes due 2016
|
|
Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed with the SEC on September 11, 2008
|
10.10*
|
|
Form of Stock Appreciation Right Award
|
|
Incorporated by reference to Exhibit 5.02(1) to the Company’s Form 8-K filed with the SEC on May 27, 2008
|
Exhibit
Number
|
|
Description
|
|
Location
|
10.11*
|
|
Form of Restricted Stock Award
|
|
Incorporated by reference to Exhibit 5.02(2) to the Company’s Form 8-K filed with the SEC on May 27, 2008
|
10.12*
|
|
Form of Performance Share Award
|
|
Incorporated by reference to Exhibit 5.02(3) to the Company’s Form 8-K filed with the SEC on May 27, 2008
|
10.13
|
|
Amendment No. 1 to Amended and Restated Note Purchase Agreement
|
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on July 23, 2009
|
10.14*
|
|
Spartech Corporation Deferred Compensation Plan, as amended
|
|
Incorporated by reference to Exhibit 10.34 to the Company’s Form 10-K filed with the SEC on January 14, 2010
|
10.15
|
|
Amended and Restated Credit Agreement Dated as of June 9, 2010
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on June 9, 2010
|
10.16
|
|
Second Amendment to Amended and Restated Note Purchase Agreement Dated as of June 9, 2010
|
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the SEC on June 9, 2010
|
10.17
|
|
Amended and Restated Intercreditor and Collateral Agency Agreement Dated as of June 9, 2010, by and among PNC Bank, National Association, as Collateral and Administrative Agent, the Lenders and Note holders
|
|
Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the SEC on June 9, 2010
|
10.18
|
|
Amended and Restated Security Agreement Dated as of June 9, 2010, by and among PNC Bank, National Association, as Collateral Agent for the Secured Parties
|
|
Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the SEC on June 9, 2010
|
10.19*
|
|
Employment letter between Spartech Corporation and Victoria M. Holt
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on September 10, 2010
|
10.20*
|
|
Form of Spartech Corporation Severance and Noncompetition Agreement for Named Executive Officers
|
|
Incorporated by reference to Exhibit 10.22 to the Company's Form 10-K filed with the SEC on January 13, 2011
|
10.21
|
|
Second Amendment to Amended and Restated Credit Agreement Dated as of January 12, 2011
|
|
Incorporated by reference to Exhibit 10.23 to the Company's Form 10-K filed with the SEC on January 13, 2011
|
10.22
|
|
Third Amendment to Amended and Restated Note Purchase Agreement Dated as of January 12, 2011
|
|
Incorporated by reference to Exhibit 10.24 to the Company's Form 10-K filed with the SEC on January 13, 2011
|
10.23
|
|
Third Amendment to Amended and Restated Credit Agreement dated as of December 6, 2011
|
|
Incorporated by reference to Exhibit 10.25 to the Company's Form 10-K filed with the SEC on December 21, 2011
|
10.24
|
|
Fourth Amendment to Amended and Restated Note Purchase Agreement dated as of December 6, 2011
|
|
Incorporated by reference to Exhibit 10.26 to the Company's Form 10-K filed with the SEC on December 21, 2011
|
10.25
|
|
First Amendment to Amended and Restated Credit Agreement dated as of July 2, 2010
|
|
Incorporated by reference to Exhibit 10.27 to the Company's Form 10-K filed with the SEC on December 21, 2011
|
10.26
|
|
Form of Amended and Restated Severance and Noncompetition Agreement adopted October 23, 2012 for executive officers
|
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on October 29, 2012
|
21
|
|
Subsidiaries of Registrant
|
|
Filed herewith
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed herewith
|
24
|
|
Power of Attorney
|
|
Filed herewith
|
31.1
|
|
Section 302 Certification of Chief Executive Officer
|
|
Filed herewith
|
31.2
|
|
Section 302 Certification of Chief Financial Officer
|
|
Filed herewith
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer
|
|
Filed herewith
|
32.2
|
|
Section 1350 Certification of Chief Financial Officer
|
|
Filed herewith
|
Exhibit
Number
|
|
Description
|
|
Location
|
101
|
|
Data File for the Registrant's Annual Report on Form 10-K for the year ended November 3, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Shareholders' Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
|
|
Filed herewith
|
*
|
Denotes management contract or compensatory plan arrangement.
|
|
SPARTECH CORPORATION
|
|
|
/s/ Victoria M. Holt
|
|
|
Victoria M. Holt
|
|
December 17, 2012
|
President and Chief Executive Officer
|
|
Date
|
|
Signature
|
|
Title
|
|
|
|
|
|
December 17, 2012
|
|
/s/ Victoria M. Holt
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
Victoria M. Holt
|
|
|
|
|
|
|
|
December 17, 2012
|
|
/s/ Randy C. Martin
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
Randy C. Martin
|
|
|
|
|
|
|
|
December 17, 2012
|
|
|
|
Director
|
|
|
*Ralph B. Andy
|
|
|
|
|
|
|
|
December 17, 2012
|
|
|
|
Director
|
|
|
*Lloyd E. Campbell
|
|
|
|
|
|
|
|
December 17, 2012
|
|
|
|
Director
|
|
|
*Edward J. Dineen
|
|
|
|
|
|
|
|
December 17, 2012
|
|
|
|
Director
|
|
|
*Walter J. Klein
|
|
|
|
|
|
|
|
December 17, 2012
|
|
|
|
Director
|
|
|
*Pamela F. Lenehan
|
|
|
|
|
|
|
|
December 17, 2012
|
|
|
|
Director
|
|
|
*Jackson W. Robinson
|
|
|
|
|
|
|
|
December 17, 2012
|
|
|
|
Director
|
|
|
*Craig A. Wolfanger
|
|
|
*
|
Rosemary L. Klein, by signing her name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals, which have been filed as an Exhibit to this Form 10-K.
|
|
/s/ Rosemary L. Klein
|
|
|
Rosemary L. Klein
|
|
|
Attorney-in-Fact
|
|
Description
|
|
Balance at
Beginning of Period
|
|
Additions and
Charges to
Costs and Expenses
|
|
Write-Offs (1)
|
|
Balance End of Period
|
||||||||
November 3, 2012
|
|
|
|
|
|
|
|
|
||||||||
Trade receivable allowance for doubtful accounts
|
|
$
|
2,437
|
|
|
$
|
1,290
|
|
|
$
|
(386
|
)
|
|
$
|
3,341
|
|
Note receivable allowance for doubtful accounts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
October 29, 2011
|
|
|
|
|
|
|
|
|
||||||||
Trade receivable allowance for doubtful accounts
|
|
$
|
3,404
|
|
|
$
|
622
|
|
|
$
|
(1,589
|
)
|
|
$
|
2,437
|
|
Note receivable allowance for doubtful accounts
|
|
6,500
|
|
|
(2,547
|
)
|
|
(3,953
|
)
|
|
—
|
|
||||
October 30, 2010
|
|
|
|
|
|
|
|
|
||||||||
Trade receivable allowance for doubtful accounts
|
|
$
|
2,470
|
|
|
$
|
1,566
|
|
|
$
|
(632
|
)
|
|
$
|
3,404
|
|
Note receivable allowance for doubtful accounts
|
|
$
|
—
|
|
|
$
|
6,500
|
|
|
$
|
—
|
|
|
$
|
6,500
|
|
(1)
|
Includes accounts receivable write-offs related to discontinued operations of $
363
in
2011
.
|
1 Year Spartech Chart |
1 Month Spartech Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions