##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended May 2, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to
 1-5911  (Commission File Number)
 SPARTECH CORPORATION
 (Exact name of Registrant as specified in its charter)
 
 Delaware
    
    43-0761773(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 120 S. Central Avenue, Suite 1700
Clayton, Missouri 63105  (Address of principal executive offices) (Zip Code)
 (314) 721-4242  (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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##### 



SPARTECH CORPORATION
FORM 10-Q FOR THE QUARTER AND SIX MONTHS ENDED MAY 2, 2009TABLE OF CONTENTS
 PART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Consolidated Condensed Balance Sheets  As of:
May 2, 2009 (Unaudited) and November 1, 2008
    
    
    1Unaudited Consolidated Condensed Statements of Operations  For
the three and six months ended May 2, 2009 and May 3, 2008
    
    
    2Unaudited Consolidated Condensed Statements of Cash Flows  For
the six months ended May 2, 2009 and May 3, 2008
    
    
    3Unaudited Notes To Consolidated Condensed Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    9Cautionary Statements Concerning Forward-Looking Statements
    
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    15Item 4.
    
    Controls and Procedures
    
    
    15PART II
    
    OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    16Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    16Item 5.
    
    Other Information
    
    
    16Item 6.
    
    Exhibits
    
    
    17Signatures
    
    
    17Certifications
    
    
    18EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 
 SPARTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
 May 2, 2009
    
    
    November 1,(Unaudited)
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    1,950
    
    
    $
    2,118Trade receivables, net of allowances of $4,882 and $4,550, respectively
    
    
    122,422
    
    
    
    176,108Inventories
    
    
    77,599
    
    
    
    96,721Prepaid expenses and other current assets
    
    
    26,305
    
    
    
    24,665Total current assets
    
    
    228,276
    
    
    
    299,612Property, plant and equipment, net of accumulated depreciation of
$328,674 and $297,876, respectively
    
    
    264,163
    
    
    
    280,202Goodwill
    
    
    145,498
    
    
    
    145,498Other intangible assets, net of accumulated amortization of
$15,490 and $13,148, respectively
    
    
    30,343
    
    
    
    32,722Other long-term assets
    
    
    3,845
    
    
    
    4,385Total assets
    
    $
    672,125
    
    
    $
    762,419Liabilities and Shareholders EquityCurrent liabilities:Current maturities of long-term debt
    
    $
    19,011
    
    
    $
    20,428Accounts payable
    
    
    87,622
    
    
    
    155,594Accrued liabilities
    
    
    31,419
    
    
    
    42,676Total current liabilities
    
    
    138,052
    
    
    
    218,698Long-term debt, less current maturities
    
    
    245,222
    
    
    
    254,226Other long-term liabilities:Deferred taxes
    
    
    57,154
    
    
    
    56,516Other long-term liabilities
    
    
    6,232
    
    
    
    6,189Total liabilities
    
    
    446,660
    
    
    
    535,629Shareholders equityPreferred 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; Outstanding: 30,715,982 and
30,563,605 shares, respectively
    
    
    24,849
    
    
    
    24,849Contributed capital
    
    
    203,931
    
    
    
    202,656Retained earnings
    
    
    50,732
    
    
    
    53,588Treasury stock, at cost, 2,415,864 and 2,568,241 shares, respectively
    
    
    (56,390
    )
    
    
    (56,389
    )Accumulated other comprehensive income
    
    
    2,343
    
    
    
    2,086Total shareholders equity
    
    
    225,465
    
    
    
    226,790Total liabilities and shareholders equity
    
    $
    672,125
    
    
    $
    762,419
 See accompanying notes to consolidated condensed financial statements.
 1




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SPARTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 3,
    
    
    May 2,
    
    
    May 3,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    234,334
    
    
    $
    367,347
    
    
    $
    483,484
    
    
    $
    702,453Costs and expenses:Cost of sales
    
    
    198,855
    
    
    
    331,140
    
    
    
    425,523
    
    
    
    643,137Selling, general and administrative expenses
    
    
    19,036
    
    
    
    22,371
    
    
    
    42,125
    
    
    
    45,510Amortization of intangibles
    
    
    1,161
    
    
    
    1,308
    
    
    
    2,329
    
    
    
    2,641Restructuring and exit costs
    
    
    3,688
    
    
    
    617
    
    
    
    4,515
    
    
    
    841222,740
    
    
    
    355,436
    
    
    
    474,492
    
    
    
    692,129Operating earnings
    
    
    11,594
    
    
    
    11,911
    
    
    
    8,992
    
    
    
    10,324Interest, net of interest income of $0,
$92, $22 and $213, respectively
    
    
    4,180
    
    
    
    5,078
    
    
    
    8,892
    
    
    
    10,224Earnings before income taxes
    
    
    7,414
    
    
    
    6,833
    
    
    
    100
    
    
    
    100Income tax expense (benefit)
    
    
    3,650
    
    
    
    2,468
    
    
    
    1,428
    
    
    
    (775
    )Net earnings (loss)
    
    $
    3,764
    
    
    $
    4,365
    
    
    $
    (1,328
    )
    
    $
    875Net earnings (loss) per common share:Basic
    
    $
    .12
    
    
    $
    .14
    
    
    $
    (.04
    )
    
    $
    .03Diluted
    
    $
    .12
    
    
    $
    .14
    
    
    $
    (.04
    )
    
    $
    .03Dividends declared per common share
    
    $
    .00
    
    
    $
    .135
    
    
    $
    .05
    
    
    $
    .27
 See accompanying notes to consolidated condensed financial statements.
 2




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SPARTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 Six Months EndedMay 2,
    
    
    May 3,2009
    
    
    2008Cash flows from operating activitiesNet earnings (loss)
    
    $
    (1,328
    )
    
    $
    875Adjustments to reconcile net earnings (loss) to cash
provided by operating activities:Depreciation and amortization expense
    
    
    22,294
    
    
    
    23,628Provision for bad debt expense
    
    
    3,595
    
    
    
    1,818Stock-based compensation expense
    
    
    1,275
    
    
    
    2,280Other, net
    
    
    1,769
    
    
    
    (753
    )Change in current assets and liabilities
    
    
    (8,325
    )
    
    
    (11,140
    )Net cash provided by operating activities
    
    
    19,280
    
    
    
    16,708Cash flows from investing activitiesCapital expenditures
    
    
    (5,096
    )
    
    
    (8,916
    )Business acquisitions
    
    
    
    
    
    
    (774
    )Proceeds from disposition of assets
    
    
    61
    
    
    
    Net cash used for investing activities
    
    
    (5,035
    )
    
    
    (9,690
    )Cash flows from financing activitiesBank credit facility borrowings, net
    
    
    8,105
    
    
    
    8,249Payments on notes and bank term loan
    
    
    (18,912
    )
    
    
    (Payments) / borrowings on bonds and leases, net
    
    
    (528
    )
    
    
    82Cash dividends on common stock
    
    
    (3,057
    )
    
    
    (8,271
    )Issuance of common stock
    
    
    
    
    
    
    2,812Stock options exercised
    
    
    
    
    
    
    16Treasury stock acquired
    
    
    
    
    
    
    (9,667
    )Net cash used for financing activities
    
    
    (14,392
    )
    
    
    (6,779
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (21
    )
    
    
    223(Decrease) / increase in cash and cash equivalents
    
    
    (168
    )
    
    
    462Cash and cash equivalents at beginning of year
    
    
    2,118
    
    
    
    3,409Cash and cash equivalents at end of period
    
    $
    1,950
    
    
    $
    3,871
 See accompanying notes to consolidated condensed financial statements.
 3




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 1) Basis of Presentation
   2) Inventories
  May 2,
    
    
    November 1,2009
    
    
    2008Raw materials
    
    $
    43,677
    
    
    $
    54,052Production supplies
    
    
    8,569
    
    
    
    8,725Finished goods
    
    
    25,353
    
    
    
    33,944$
    77,599
    
    
    $
    96,721
 3) Restructuring and Exit Costs
  Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 3,
    
    
    May 2,
    
    
    May 3,2009
    
    
    2008
    
    
    2009
    
    
    2008Restructuring and exit costs:Custom Sheet and Rollstock
    
    $
    1,675
    
    
    $
    214
    
    
    $
    1,857
    
    
    $
    438Packaging Technologies
    
    
    780
    
    
    
    123
    
    
    
    1,116
    
    
    
    123Color and Specialty Compounds
    
    
    919
    
    
    
    277
    
    
    
    1,211
    
    
    
    277Engineered Products
    
    
    25
    
    
    
    
    
    
    
    25
    
    
    
    Corporate
    
    
    289
    
    
    
    3
    
    
    
    306
    
    
    
    3Total Restructuring and exit costs.
    
    
    3,688
    
    
    
    617
    
    
    
    4,515
    
    
    
    841Income tax benefit
    
    
    (1,262
    )
    
    
    (174
    )
    
    
    (1,557
    )
    
    
    (242
    )Impact on net earnings
    
    $
    2,426
    
    
    $
    443
    
    
    $
    2,958
    
    
    $
    599
  4




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 Subsequent Events
  Cumulative
    
    
    Six Months Ended
    
    
    Cumulativethrough 2008
    
    
    May 2, 2009
    
    
    To-DateEmployee severance
    
    $
    917
    
    
    $
    2,838
    
    
    $
    3,755Facility consolidation and shut-down costs
    
    
    258
    
    
    
    855
    
    
    
    1,113Accelerated depreciation
    
    
    667
    
    
    
    822
    
    
    
    1,489Total
    
    $
    1,842
    
    
    $
    4,515
    
    
    $
    6,357
   4) Long-Term Debt
  May 2,
    
    
    November 1,2009
    
    
    20082006 Senior Notes
    
    $
    45,684
    
    
    $
    50,0002004 Senior Notes
    
    
    137,054
    
    
    
    150,000Bank credit facility
    
    
    49,795
    
    
    
    41,600Bank term loan
    
    
    18,174
    
    
    
    19,113Other
    
    
    13,526
    
    
    
    13,941264,233
    
    
    
    274,654Less current maturities
    
    
    19,011
    
    
    
    20,428$
    245,222
    
    
    $
    254,226
    5




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
  5) Income Taxes
  6) Fair Value of Financial Instruments
 Fair Value Measurements Effective Date of Statement 157
 The Fair Value Option
for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115.
 7) Commitments and Contingencies
   8) Net Earnings (Loss) Per Share
  6




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
  Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 3,
    
    
    May 2,
    
    
    May 3,2009
    
    
    2008
    
    
    2009
    
    
    2008Net earnings (loss):Basic and diluted net earnings (loss)
    
    $
    3,764
    
    
    $
    4,365
    
    
    $
    (1,328
    )
    
    $
    875Weighted average shares outstanding:Basic weighted average common shares outstanding
    
    
    30,379
    
    
    
    30,306
    
    
    
    30,354
    
    
    
    30,222Add: Dilutive shares from equity instruments
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    11Diluted weighted average shares outstanding
    
    
    30,379
    
    
    
    30,307
    
    
    
    30,354
    
    
    
    30,233Net earnings (loss) per share:Basic
    
    $
    .12
    
    
    $
    .14
    
    
    $
    (.04
    )
    
    $
    .03Diluted
    
    $
    .12
    
    
    $
    .14
    
    
    $
    (.04
    )
    
    $
    .03
 9) Segment Information
    Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 3,
    
    
    May 2,
    
    
    May 32009
    
    
    2008
    
    
    2009
    
    
    2008Net salesCustom Sheet and Rollstock
    
    $
    106,414
    
    
    $
    166,629
    
    
    $
    220,030
    
    
    $
    313,979Packaging Technologies
    
    
    52,346
    
    
    
    69,777
    
    
    
    107,375
    
    
    
    135,522Color and Specialty Compounds
    
    
    56,883
    
    
    
    107,905
    
    
    
    125,239
    
    
    
    212,721Engineered Products
    
    
    18,691
    
    
    
    23,036
    
    
    
    30,840
    
    
    
    40,231Net sales (1)
    
    $
    234,334
    
    
    $
    367,347
    
    
    $
    483,484
    
    
    $
    702,453Operating earningsCustom Sheet and Rollstock
    
    $
    4,030
    
    
    $
    7,737
    
    
    $
    3,992
    
    
    $
    5,933Packaging Technologies
    
    
    9,422
    
    
    
    4,857
    
    
    
    15,600
    
    
    
    9,644Color and Specialty Compounds
    
    
    2,548
    
    
    
    4,766
    
    
    
    2,170
    
    
    
    6,935Engineered Products
    
    
    4,000
    
    
    
    3,477
    
    
    
    5,112
    
    
    
    5,106Corporate expenses
    
    
    (8,406
    )
    
    
    (8,926
    )
    
    
    (17,882
    )
    
    
    (17,294
    )Operating earnings
    
    $
    11,594
    
    
    $
    11,911
    
    
    $
    8,992
    
    
    $
    10,324
 
 (1)
    
    Excludes inter-segment sales of $12,924, $15,602, $21,487 and $29,913, respectively, primarily from the Color and
Specialty Compounds segment. 7




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 10) Comprehensive Income (Loss)
  Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 3,
    
    
    May 2,
    
    
    May 3,2009
    
    
    2008
    
    
    2009
    
    
    2008Net earnings (loss)
    
    $
    3,764
    
    
    $
    4,365
    
    
    $
    (1,328
    )
    
    $
    875Foreign currency translation adjustments
    
    
    820
    
    
    
    (703
    )
    
    
    257
    
    
    
    (2,500
    )Total comprehensive income (loss)
    
    $
    4,584
    
    
    $
    3,662
    
    
    $
    (1,071
    )
    
    $
    (1,625
    )
 11) Subsequent Events
  8




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Highlights
     Outlook
   Consolidated Results
  Three Months
    
    Six MonthsUnderlying volume
    
    
    (33
    )%
    
    
    (33
    )%Price/Mix
    
    
    (3
    )
    
    
    2(36
    )%
    
    
    (31
    )%
 9




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Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 3,
    
    
    May 2,
    
    
    May 3,2009
    
    
    2008
    
    
    2009
    
    
    2008Dollars and Pounds (in millions)Net sales
    
    $
    234.3
    
    
    $
    367.3
    
    
    $
    483.5
    
    
    $
    702.5Cost of sales
    
    
    198.8
    
    
    
    331.1
    
    
    
    425.5
    
    
    
    643.2Gross margin
    
    $
    35.5
    
    
    $
    36.2
    
    
    $
    58.0
    
    
    $
    59.3Pounds Sold
    
    
    225.7
    
    
    
    336.9
    
    
    
    439.4
    
    
    
    652.4Dollars per Pound SoldNet sales
    
    $
    1.038
    
    
    $
    1.090
    
    
    $
    1.100
    
    
    $
    1.077Cost of sales
    
    
    .881
    
    
    
    .983
    
    
    
    .968
    
    
    
    .986Gross margin
    
    $
    .157
    
    
    $
    .107
    
    
    $
    .132
    
    
    $
    .091
     10




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Segment Results
 Custom Sheet and Rollstock Segment
  Three Months
    
    Six MonthsUnderlying volume
    
    
    (29
    )%
    
    
    (28
    )%Price/Mix
    
    
    (7
    )
    
    
    (2
    )(36
    )%
    
    
    (30
    )%
   Packaging Technologies
  Three Months
    
    Six MonthsUnderlying volume
    
    
    (18
    )%
    
    
    (19
    )%Price/Mix
    
    
    (7
    )
    
    
    (2
    )(25
    )%
    
    
    (21
    )%
   11




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Color and Specialty Compounds Segment
  Three Months
    
    Six MonthsUnderlying volume
    
    
    (43
    )%
    
    
    (42
    )%Price/Mix
    
    
    (4
    )
    
    
    1(47
    )%
    
    
    (41
    )%
   Engineered Products Group
  Three Months
    
    Six MonthsUnderlying volume
    
    
    (15
    )%
    
    
    (24
    )%Price/Mix
    
    
    (4
    )
    
    
    1(19
    )%
    
    
    (23
    )%
   Corporate
  12




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Liquidity and Capital Resources
 Cash Flow
  Six Months EndedMay 2,
    
    
    May 3,Cash Flows (in millions)
    
    2009
    
    
    2008Net cash provided by operating activities
    
    $
    19.3
    
    
    $
    16.7Net cash used for investing activities
    
    
    (5.0
    )
    
    
    (9.7
    )Net cash used for financing activities
    
    
    (14.4
    )
    
    
    (6.7
    )Effect of exchange rate changes
    
    
    (0.1
    )
    
    
    0.2(Decrease) / increase in cash and cash equivalents
    
    $
    (0.2
    )
    
    $
    0.5
    Financing Arrangements
     13




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Cautionary Statements Concerning Forward-Looking Statements
  (a)
    
    further adverse changes in economic or industry conditions, including global supply and
demand conditions and prices for products of the types we produce;(b)
    
    our ability to compete effectively on product performance, quality, price,
availability, product development, and customer service;(c)
    
    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;(d)
    
    adverse changes in the domestic automotive markets, including the bankruptcy filings
by the automobile original equipment manufacturers which could have a cascading effect on
our customers and adversely impact our business;(e)
    
    our inability to achieve the level of cost savings, productivity improvements, gross
margin enhancements, growth or other benefits anticipated from our planned improvement
initiatives;(f)
    
    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, including future effects of natural disasters;(g)
    
    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;(h)
    
    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;(i)
    
    possible asset impairment charges;(j)
    
    our inability to predict accurately the costs to be incurred, time taken to complete,
operating disruptions therefrom, or savings to be achieved in
connection with announced production
plant restructurings;(k)
    
    adverse findings in significant legal or environmental proceedings or our inability to
comply with applicable environmental laws and regulations;(l)
    
    our inability to develop and launch new products successfully;(m)
    
    possible weaknesses in internal controls; and(n)
    
    our ability to successfully complete the implementation of a new enterprise resource
planning computer system and to obtain expected benefits from our system.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
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PART II  OTHER INFORMATION
 
 Item 1A. RISK FACTORS
  The
bankruptcy filings by the automobile original equipment manufactures (OEMs) could have a
cascading effect on our customers and adversely impact our business.
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  1.
    
    To elect three Class A directors to serve for one-year terms:
 Nominee
    
    Votes For
    
    Authority WithheldVictoria M. Holt
    
    
    24,444,629
    
    
    
    4,284,801Walter J. Klein
    
    
    26,304,615
    
    
    
    2,424,815Craig A. Wolfanger
    
    
    26,081,994
    
    
    
    2,647,436
 2.
    
    To ratify the selection of Ernst & Young LLP as the Companys independent
registered public accounting firm for the 2009 fiscal year:
 Votes For
    
    Votes Against
    
    Abstentions/Non-Votes28,318,616
    
    
    356,049
    
    
    
    7,327
 3.
    
    To amend the Companys 2004 Equity Compensation Plan to extend the term of the Plan
and increase the number of shares available for issuance under the Plan:
 Votes For
    
    Votes Against
    
    Abstentions/Non-Votes14,779,994
    
    
    11,929,948
    
    
    
    11,583
 
 Item 5. OTHER INFORMATION
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Item 6. EXHIBITS
 Exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K)
 31.1
    
    Section 302 Certification of CEO31.2
    
    Section 302 Certification of CFO32.1
    
    Section 1350 Certification of CEO32.2
    
    Section 1350 Certification of CFO
 
 SIGNATURES
  SPARTECH CORPORATION
(Registrant)Date: June 9, 2009
    /s/ Myles S. OdaniellMyles S. OdaniellPresident and Chief Executive
Officer
(Principal Executive Officer)/s/ Randy C. MartinRandy C. MartinExecutive Vice President Corporate
Development and Chief Financial Officer(Principal Financial and Accounting Officer) 17