SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended November 2, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to _________
Commission file number 1-5911
SPARTECH CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
43-0761773
(I.R.S. Employer Identification Number)
7733 FORSYTH, SUITE 1450, CLAYTON, MISSOURI
(Address of principal executive offices)
63105-1817
(Zip Code)
Registrant's telephone number, including area code:
(314) 721-4242
Securities registered pursuant to Section 12(d) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, $.75 par value
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $123,579,000 on December 31, 1996.
There were 26,366,304 total shares of common stock outstanding as of
December 31, 1996.
Documents incorporated by reference
1) Portions of the 1996 Annual Report to Shareholders are incorporated
by reference into Parts I, II and IV.
2) Portions of the Definitive Proxy Statement for the 1997 Annual
Meeting of Shareholders are incorporated
by reference into Part III.
10k - page 1
PART I
Item 1. BUSINESS
General
Spartech Corporation, together with its subsidiaries ("Spartech" or the
"Company"), operates in one industry segment as a leading producer of
engineered thermoplastic materials, polymeric compounds, and molded
products for a wide spectrum of customers in the plastics industry. The
Company's 22 facilities throughout North America operate in the following
three lines of business:
Extruded Sheet & Rollstock - which sells its products to various
manufacturers who use plastic components in their industrial products.
The principal uses of the Company's extruded sheet & rollstock are food
and medical packaging products, signs, spas and showers, burial vault
liners, vehicle interiors, boats, and refrigerators. The Company is
North America's largest extruder of rigid plastic sheet & rollstock,
operating 13 facilities in the United States and Canada under the names
Spartech Plastics and GM-Plastics.
Color & Specialty Compounds - which sells custom designed plastic
alloys, compounds, color concentrates, and calendered film are utilized
by a large group of manufacturing customers for specialized footwear,
loose-leaf binders, lawn and garden equipment, cosmetics and medical
packaging products, automotive equipment, and numerous other
applications. The Company produces and distributes these products from
five facilities under the names Spartech Compounding, Korlin
Concentrates, and Spartech Vy-Cal Plastics in the United States and
Canada.
Molded Products - which manufactures custom and proprietary products
including: (1) thin-walled, printed plastic food packaging and
industrial containers, (2) thermoplastic tires and wheels for the lawn
and garden, refuse container, and toy markets, and (3) a limited line
of tableware and housewares products. The Company produces these
molded products from four facilities in the United States and Canada
under the names GenPak, Hamelin Industries, and Hamelin Enterprises.
The Company's principal executive office is located at 7733 Forsyth
Boulevard, Suite 1450, Clayton, Missouri 63105-1817, telephone (314) 721-
4242. The Company was incorporated in the State of Delaware in 1968,
succeeding a business which had commenced operations in 1960. In late
1983, the Company began a restructuring program designed to expand its
plastics processing business and dispose of all of its non-plastics
operating businesses. Since that time, the Company has expanded its
plastics business including many notable acquisitions. The acquisitions
that are included in the Company's current operations follow:
Date
Acquired Business Acquired Principal Products
May 1984 Southwest Converting Extruded Sheet & Rollstock
January 1986 Franklin/Vy-Cal Plastics Specialty Alloys & Compounds
December 1986 Atlas Plastics Corp. Extruded Sheet & Rollstock
December 1986 The Resin Exchange Specialty Alloys & Compounds
July 1987 Eagle Plastics Extruded Sheet & Rollstock
January 1993 Penda Corporation (a) Extruded Sheet & Rollstock
February 1994 Product Components (c) Extruded Sheet & Rollstock
November 1994 Pawnee Industries (b) (c) Extruded Sheet & Rollstock
and Color Concentrates
May 1996 Portage Industries (c) Extruded Sheet & Rollstock
September 1996 Hamelin Group (c) Extruded Sheet & Rollstock,
ColorConcentrates, and
Molded Products
(a) Includes Penda Corporation Extrusion Division's Polystyrene, Print
Grade Lithographic Styrene and PET businesses.
(b) Includes only Pawnee's Extrusion and Color Divisions.
(c) Information with respect to Spartech's recent acquisition activity
is set forth in Note (2) to the Consolidated Financial Statements on
page 18 of the 1996 Annual Report to Shareholders, attached as Exhibit
13.
10k - page 2
Extruded Sheet & Rollstock
Net sales and operating earnings (consisting of earnings before
interest, taxes and corporate operations/allocations) of the extruded sheet
& rollstock group for fiscal years 1994, 1995, and 1996 were as follows:
Fiscal Year
(Dollars in millions)
1994 1995 1996
Net Sales $210.0 $283.2 $319.2
Operating Earnings $18.8 $25.7 $31.6
Products - The Company's extruded sheet & rollstock group produces both
single and multilayer co-extruded plastic sheet on a custom basis for end
product manufacturers. The group's customers use the Company's plastic
sheet & rollstock to manufacture food and medical packaging products,
signs, spas and showers, burial vault liners, vehicle interiors, boats, and
refrigerators. Most of the group's customers thermoform, cut, and trim
their plastic sheet for these various end uses.
Manufacturing and Production - The principal raw materials used in
manufacturing extruded sheet & rollstock are plastic resins in pellet form,
which are crude oil or natural gas derivatives. The Company extrudes a
wide variety of plastic resins, including acrylonitrile butadiene styrene
("ABS"), polycarbonate, polypropylene ("PP"), acrylic, polyethylene
terephthalate ("PET"), polystyrene, and polyethylene ("PE").
The Company produces plastic sheet of up to seven layers using a multi-
extrusion process, combining the materials in distinct layers as it is
extruded through the die into a sheet form. More than half of the Company's
plastic sheet is produced using this multi-extrusion process. The remainder
is produced in a single layer using conventional extrusion processes. In
some cases, the Company will coat the plastic sheet or laminate sheets
together in order to achieve performance characteristics desired by
customers for particular applications.
Marketing, Sales and Distribution - The custom sheet extrusion business
has generally been a regional business supplying manufacturers within an
estimated 500 mile radius of each of the group's 13 facilities because of
shipping costs for rigid plastic material and the need for prompt response
to customer requirements and specifications. The outdoor sign and spa
businesses, however, are slightly more national in scope.
10k - page 3
The Company markets its extruded sheet & rollstock products principally
through its own sales force, but also uses a limited number of independent
sales representatives. The Company generally does not sell products of the
extruded sheet & rollstock group under long-term contracts. During fiscal
1996, the extruded sheet & rollstock group sold its products to
approximately 2,100 customers.
Color & Specialty Compounds
Net sales and operating earnings (consisting of earnings before
interest, taxes and corporate operations/allocations) of the color &
specialty compound group for fiscal years 1994, 1995, and 1996 were as
follows:
Fiscal Year
(Dollars in millions)
1994 1995 1996
Net Sales $46.6 $69.1 $68.2
Operating Earnings $2.8 $4.6 $5.4
Products - The color & specialty compound group primarily manufactures
plastic alloys, compounds and color concentrates for end product
manufacturers. In addition, the Spartech Compounding-Cape Girardeau
facility distributes thermoplastic resins purchased from other resin
suppliers and Spartech Vy-Cal Plastics operates a vinyl calender, supplying
finished PVC film to manufacturers of loose-leaf binders, decorator grade
wallcoverings, and packaging products for the medical industry. Customers
of the color & specialty compound group primarily include extrusion and
injection molding businesses.
Spartech Compounding and Korlin produce a highly diversified range of
color and compound products, including: FDA clear compounds for food,
beverage, and medical applications; color concentrates for the film and
sheet extrusion markets; phosphorescent and fluorescent compounds; PVC
combinations incorporating nitrile, elvaloy, and polyurethane for chemical
and abrasion resistance for footwear, color compounds, and other specialty
applications. Spartech Vy-Cal Plastics operates as a custom specialty
house with its own laboratory facility for quality testing of color,
thickness, texture, tensile strength, and dimensional stability of its
specialized film output.
Manufacturing and Production - The principal raw materials used in
manufacturing specialty plastic alloys, compounds and color concentrates
are plastic resins in powder and pellet form, primarily PVC, ABS, and PE
with colorants, stabilizers, and several other additives used to obtain
particular qualities in the plastic resin once it is heated and extruded or
molded into end products.
The group has well-equipped laboratory facilities, with experimental
extruders and various types of chemical analysis and testing equipment. In
addition to compounding technology, the group has developed enhanced
capabilities to produce color concentrates and additives.
10k - page 4
Marketing, Sales and Distribution - The color & specialty compound
group markets most of its products to customers located in the East Coast
and Midwest U.S. and in Quebec and Ontario, Canada. The group markets its
products principally through its own sales force, but also uses independent
sales representatives. During fiscal 1996, the color & specialty compound
group sold its products to approximately 1000 customers.
Molded Products
The four manufacturing facilities which comprise the molded products
group were added to the Company's businesses with the September 27, 1996
acquisition of Hamelin Group Inc. Therefore, fiscal 1996 results only
include one month of operations. The group's net sales and operating
earnings (consisting of earnings before interest, taxes and corporate
operations/allocations) for this one month period in fiscal 1996 were $3.9
million and $.4 million, respectively.
Products - The molded products group manufactures custom and proprietary
items for a large group of intermediate and end-user customers. GenPak is a
producer of thin-walled, printed plastic food packaging and industrial
containers for a large group of dairy, deli, and industrial supply
companies; Hamelin Industries manufacturers thermoplastic tire and wheel
assemblies for the lawn and garden, refuse container, and toy markets; and
Hamelin Enterprises manufactures a limited line of tableware and housewares
products.
Manufacturing and Production - The principal raw materials used in the
Company's manufacturing of its molded products are PE, PP, and PVC. The
Company utilizes more than 65 molding machines and 19 printing presses to
manufacture its three major product lines -- containers, wheel, and
tableware/houseware goods.
Marketing, Sales and Distribution - GenPak markets most of its products
to customers located North America, as well as, the Caribbean and Russia;
Hamelin Industries markets its products throughout North America from a
centrally located plant in Warsaw, Indiana; and Hamelin Enterprises sells
its products primarily throughout Canada. The group markets its products
principally through its own sales force, but also uses independent sales
representatives. During fiscal 1996, the molded products group sold its
products to approximately 400 customers.
Raw Materials
The Company uses large amounts of various plastic resins in its
manufacturing processes. Such resins are crude oil or natural gas
derivatives and are to some extent affected by supply, demand, and price
trends in the petroleum industry. While the Company seeks to match cost
increases with corresponding price increases, large increases in the costs
of these raw materials could adversely affect the Company's operating
margins. In addition, any major disruptions in the availability of crude
oil or natural gas to the Company's suppliers could adversely impact the
availability of the resins. However, the Company does business with most
of the major resin manufacturers and has enjoyed good relationships with
such suppliers over the past several years. Related thereto, the Company
has been able to adequately obtain all of its required raw materials to
date and expects to be able to continue to satisfy its requirements in
fiscal 1997 and beyond.
Seasonality
The Company's sales are somewhat seasonal in nature. Fewer orders are
placed and less manufacturing activity occurs during the November through
January period. This seasonal variation tends to track the manufacturing
activities of the Company's various customers in each region.
10k - page 5
Competition
The extruded sheet & rollstock, color & specialty compounds, and molded
products markets are highly competitive. Since the Company manufactures a
wide variety of products, it competes in different areas with many other
companies, some of which are much larger than the Company and have more
extensive production facilities, larger sales and marketing staffs, and
substantially greater financial resources than the Company. The markets in
which the Company competes are also periodically characterized by
oversupply and intense price competition. The Company competes generally
on the basis of price, product performance, and customer service.
Important competitive factors in each of the Company's businesses include
the ability to: (1) manufacture consistently to required quality levels,
(2) meet demanding delivery times, (3) exercise skill in raw material
purchasing, and (4) achieve production efficiencies to process the products
profitably. In addition, the Company may experience competition from new
entrants into the markets that it serves and increased competition from
companies offering products based on advanced technologies or processes.
The Company believes it is competitive in these key areas.
The extruded sheet & rollstock group is an intermediate processor of
plastic sheet which is sold to customers who shape it for their end use
with thermoforming equipment. Several of these customers have, or upon
expansion may acquire, extrusion machinery. Moreover, some customers are
large enough to justify building their own molds and shifting from
thermoforming to an injection molding process. Injection molding
techniques become competitive whenever large quantities are produced or
fine detailing or contouring is required on the end product. However,
thermoforming techniques have been improved in recent years and are
generally less expensive than other manufacturing methods due to equipment
costs and other associated start-up expenses. Any material reduction in
orders to the Company by its customers as a result of a shift to in-house
processing facilities could adversely affect the Company's business. In
addition, several customers of the Company's color & specialty compounds
division have the capability to formulate their own alloys, compounds and
color concentrates. However, the Company expects to benefit from a growing
trend of out-sourcing of specialized semi-finished materials by many
manufacturers. Finally, the Company's molded products group operates in
selective niches within the highly-competitive injection molding market.
Backlog
The Company estimates that the total dollar volume of its backlog as of
November 2, 1996, was approximately $37.3 million, which represents
approximately five weeks of production. The comparable backlog for 1995
was approximately $23.2 million.
Employees
The Company's total employment approximates 1,800. There are 1,300
production personnel at the Company's 22 plants, approximately 35% of whom
are union employees covered by several collective bargaining agreements.
There have been no strikes in the past three years. Management personnel
total approximately 500 supervisory/clerical employees, none of whom are
unionized. The Company believes that all of its employee and union
relations are satisfactory.
10k - page 6
Government Regulation
The Company is subject to various laws governing employee safety and
environmental matters. The Company believes it is in material compliance
with all such laws and does not anticipate large expenditures in fiscal
1997 to comply with any applicable regulations. The Company is subject to
federal, state, and local laws (including Canadian provincial) and
regulations governing the quantity of certain specified substances that may
be emitted into the air, discharged into interstate and intrastate waters,
and otherwise disposed of on and off the properties of the Company.
Modifications of existing environmental regulations, the adoption of new
environmental regulations, or unanticipated enforcement actions, could
require material capital expenditures or otherwise have a material adverse
effect on the Company's businesses. The Company has not incurred
significant expenditures in order to comply with such laws and regulations,
nor does it anticipate continued compliance therewith to materially affect
its earnings or competitive position.
International Operations
Information regarding the Company's international operations is located
in Note (13) to the Consolidated Financial Statements on page 23 of the
1996 Annual Report to Shareholders, attached hereto as Exhibit 13. The
Company's international operations may be affected periodically by foreign
political and economic developments, laws and regulations, and currency
fluctuations.
Item 2. PROPERTIES
The Company operates in plants and offices aggregating approximately
1,795,000 square feet of space. Approximately 694,000 square feet of plant
and office space is leased with the remaining 1,101,000 square feet owned
by the Company. A summary of the Company's principal operating facilities
follows:
Extruded Sheet & Rollstock
Location Description Size in Square Owned/Leased
Feet
Arlington, TX Extrusion plant & 126,000 Leased
offices
Atlanta, GA Extrusion plant & 75,000 Leased
offices
Cape Extrusion plant & 100,000 Owned
Girardeau, MO offices
Clare, MI Extrusion plant & 27,000 Owned
offices
La Mirada, CA Extrusion plant & 98,000 Leased
offices
Mankato, MN Extrusion plant & 36,000 Owned
offices
50,000 Leased
McMinnville, Extrusion plant & 40,000 Owned
OR offices
Paulding, OH Extrusion plant & 68,000 Owned
offices
20,000 Leased
Portage, WI Extrusion plant & 115,000 Owned
offices
75,000 Leased
Richmond, IN Extrusion plant & 52,000 Owned
offices
29,000 Leased
Wichita, KS Extrusion plant & 63,000 Owned
offices
102,000 Leased
Cornwall, Extrusion plant & 38,000 Leased
Ontario offices
Granby, Quebec Extrusion plant & 50,000 Owned
offices
10k - page 7
Color & Specialty Compounds
Location Description Size in Square Owned/Leased
Feet
Cape Compounding plant & 57,000 Owned
Girardeau, MO offices
30,000 Leased
Conshohocken, Calendering plant & 50,000 Owned
PA offices
Goddard, KS Color plant & 38,000 Owned
offices
Kearny, NJ Compounding plant & 59,000 Owned
offices
Stratford, Compounding plant & 65,000 Owned
Ontario offices
Molded Products
Location Description Size in Square Owned/Leased
Feet
Toronto, Injection Molding 73,000 Leased
Ontario plant & offices
Cookshire, Injection Molding 140,000 Owned
Quebec plant & offices
Montreal, Injection Molding 100,000 Owned
Canada plant & offices
Warsaw, Injection Molding 41,000 Owned
Indiana plant & offices
In addition, the Company leases office facilities in St. Louis,
Missouri, the aggregate square footage of which is approximately 5,500.
The plants located at the premises listed above are equipped with 65
sheet extrusion lines, 43 supplementary co-extruders, 9 compounding-milling
lines, 5 color compounding lines, 67 injection molding machines, 19
printing machines, a calendering line, cutting and grinding machinery,
resin storage facilities, warehouse equipment, and quality laboratories at
all locations. The Company believes that the present facilities are
adequate for the level of business anticipated in fiscal year 1997.
The Company also owns plants and office facilities in Monroe, Louisiana,
and Brooklyn, New York, the aggregate square footage of which is
approximately 200,000. The buildings are currently being leased to
independent third parties.
Item 3. LEGAL PROCEEDINGS
On June 2, 1992, Mr. Lawrence M. Powers, a former Director, Chairman of
the Board, and Chief Executive Officer of the Company, filed a lawsuit in
the United States District Court for the Southern District of New York
against the Company and certain of its Directors and major shareholders.
In the suit, Mr. Powers claims that, by reason of the Company's April 30,
1992 debt-to-equity restructuring (which he had previously, on April 13,
1992, voted in favor of as a Director), the Company should adjust his
existing stock options, provide for the issuance of additional shares of
common stock, and award to him attorney's fees and interest. Mr. Powers
seeks judgment against the Company and the other defendants: (1) in excess
10k - page 8
of $13 million, plus punitive damages, (2) to issue an additional 167,744
shares of common stock, (3) to increase his then-outstanding options to
purchase the Company's common stock from 1,871,201 shares to 4,080,000
shares, and (4) for attorney's fees and interest. In June 1993, in
responding to the Company's request for summary judgment, the court ruled
the Board of Director's decision to not adjust Mr. Powers' options was
"final, binding and conclusive" unless Mr. Powers can establish that the
Board was not acting independently and that it could not have acted
appropriately. Discovery has concluded in the litigation, and the Company,
together with the other defendants, has moved for summary judgment
dismissing the complaint. In January 1996, Mr. Powers filed a similar
lawsuit in the Circuit Court of St. Louis County, Missouri against the
Company and two officer directors. The Company believes that this lawsuit
is simply a restatement of the claims made in the 1992 lawsuit and a motion
to dismiss or stay this lawsuit was filed pending the outcome of the 1992
lawsuit. On December 3, 1996, the Circuit Court of St. Louis County,
Missouri granted the motion to dismiss and ordered the St. Louis lawsuit to
be dismissed without prejudice. The company was notified on January 6,
1997 that Mr.Powers filed a Notice of Appeal to the Missouri Court of Appeals.
The Company believes Mr. Powers' litigation is without merit and will
continue to defend against it vigorously.
The Company is also subject to various other claims, lawsuits, and
administrative proceedings arising in the ordinary course of business with
respect to commercial, product liability, employment, and other matters,
several which claim substantial amounts of damages. While it is not
possible to estimate with certainty the ultimate legal and financial
liability with respect to these claims, lawsuits, and administrative
proceedings, the Company believes that the outcome of these other matters
will not have a material adverse effect on the Company's financial
position. The Company currently has no litigation with respect to any
environmental matters.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended November 2, 1996.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information on page 28 of the 1996 Annual Report to Shareholders,
attached hereto as Exhibit 13, is incorporated by reference in response to
this item. The chart of common stock dividends on page 28 presents the cash
dividends declared in 1995, consisting of three quarterly dividends of
three cents per share each, and the cash dividends declared in 1996,
consisting of one quarter at three cents per share and the last three
quarters at four cents per share. On December 9, 1996, the Company
declared a dividend of five cents per share payable on January 7, 1997.
Item 6. SELECTED FINANCIAL DATA
The information on page 25 of the 1996 Annual Report to Shareholders,
attached hereto as Exhibit 13, is incorporated by reference in response to
this item.
10k - page 9
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information on pages 12 and 13 of the 1996 Annual Report to
Shareholders, attached hereto as Exhibit 13, is incorporated by reference
in response to this item. In addition to the historical information
presented in the "Management's Discussion and Analysis" and contained
elsewhere herein, the discussion of certain matters, presented in or
incorporated by reference in this Form 10-K, includes forward-looking
information and assumptions concerning Spartech's operations, future
results, and prospects. These forward-looking statements, as defined in
the Private Securities Litigation Reform Act (PSLRA) of 1995, are based on
current expectations and are subject to risk and uncertainties. The
Company desires to take advantage of the "safe harbor" provisions of the
PSLRA by cautioning that numerous important factors, in some cases have
affected, and in the future could affect, the Company's actual results and
could cause its consolidated results to differ materially from those
expressed in or implied by the forward-looking statements or related
assumptions.
In addition to the risk factors discussed in Item 1 (Business, under the
headings Raw Materials, Seasonality, Competition, Government Regulations,
and International Operations) included herein on pages 2 through 7, other
important factors which have and could impact the Company's operations and
results, include: (1) the Company's financial leverage and the operating
and financial restrictions imposed by the instruments governing its
indebtedness may limit or prohibit its ability to incur additional
indebtedness, create liens, sell assets, engage in mergers, acquisitions or
joint ventures, pay cash dividends, or make certain other payments. In
addition, the Company's leverage and such restrictions could limit its
ability to respond to changing business or economic conditions; and (2) the
successful expansion through acquisitions, in which Spartech looks for
candidates that can complement its existing product lines, expand
geographic coverage, and provide superior shareholder returns, is not
assured. Acquiring businesses that meet these criteria continues to be an
important element of the Company's business strategy. Some of the
Company's major competitors have similar growth strategies. As a result,
competition for qualifying acquisition candidates is increasing and there
can be no assurance that such future candidates will exist on terms
agreeable to the Company. Furthermore, integrating acquired businesses
requires significant management time and skill and places additional
demands on Company operations and financial resources. However, the
Company continues to seek value-added acquisitions which meet its stringent
acquisition criteria and complement its existing businesses.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information entitled "Quarterly Financial Information" on page 23 of
the 1996 Annual Report to Shareholders, attached hereto as Exhibit 13, is
incorporated by reference in response to this item.
In addition, the financial statements of the Registrant filed herewith
are set forth in Item 14 and included in Part IV of this Report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
10k - page 10
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning Directors of the Company contained in the
section entitled "Election of Directors" of the Definitive Proxy Statement
for the 1997 Annual Meeting of Shareholders to be filed with the Commission
on or about January 15, 1997, is incorporated herein by reference in
response to this item. In addition, the following table sets forth certain
information with respect to the Company's executive officers:
Position with the Company and
Name Age Date Appointed
Bradley B. Buechler 48 President (April 1987), Chief
Executive Officer (October
1991), and Director (February 1984)
David B. Mueller 43 Exectuive Vice President and
Chief Operating Officer (May
1996), Secretary (October
1991), and Director (March 1994)
Daniel J. Yoder 55 Vice President of Engineering
and Technology (May 1990)
Randy C. Martin 34 Vice President-Finance and
Chief Financial Officer (May 1996)
David G. Pocost 35 Vice President of Quality and
Environmental Affairs
(December 1996)
Mr. Buechler, a CPA, was with Arthur Andersen & Co. before the
commencement of his employment with the Company in 1981. Prior to the
positions currently held, he was the Company's Corporate Controller and
Vice President - Finance from 1981-1984 and Chief Operating Officer from
1985 - 1996.
Mr. Mueller, a CPA, was previously with Arthur Andersen & Co. for seven
years. More recently he was Corporate Controller of Apex Oil Company, a
large independent oil company, from 1981-1988. Prior to the positions
currently held, he was the Company's Vice President of Finance, Chief
Financial Officer from 1988 - 1996.
Mr. Yoder was General Manager of the Company's Spartech Plastics Central
Region from 1986-1990. From 1983-1986 he was Vice President of
Manufacturing for Atlas Plastics, Corp., prior to its acquisition by the
Company.
Mr. Martin, a CPA and CMA, was previously with KPMG Peat Marwick LLP for
eleven years before joining the Company in 1995. Prior to the positions
currently held, he was the Company's Corporate Controller.
Mr. Pocost was previously with Moog Automotive as Division Quality
Assurance Manager and Senior Materials Engineer for eight years. Prior to
the position currently held, he was the Company's Director of Quality &
Environmental Affairs from 1994-1996.
10k - page 11
Item 11. EXECUTIVE COMPENSATION
The information contained in the sections entitled "Executive
Compensation" and "Board of Directors and Committees" of the Definitive
Proxy Statement for the 1997 Annual Meeting of Shareholders to be filed
with the Commission on or about January 15, 1997 is incorporated herein by
reference in response to this item.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained in the sections entitled "Security Ownership"
of the Definitive Proxy Statement for the 1997 Annual Meeting of
Shareholders to be filed with the Commission on or about January 15, 1997
is incorporated herein by reference in response to this item.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained in the section entitled "Election of
Directors" and Executive Compensation" of the Definitive Proxy Statement
for the 1997 Annual Meeting of Shareholders to be filed with the Commission
on or about January 15, 1997 is incorporated herein by reference in
response to this item.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
The following financial statements, financial statement schedules and
exhibits are incorporated by reference from the 1996 Annual Report to
Shareholders and/or filed as part of this Form 10-K:
Page
Annual Report
Form 10-K to Shareholders
Report of Independent Public Accountants F-1 24
Financial Statements
Consolidated Balance Sheet - 14
Consolidated Statement of Operations - 15
Consolidated Statement of Shareholders'Equity - 16
Consolidated Statement of Cash Flows - 17
Notes To Consolidated Financial Statements - 18-23
10k - page 12
Financial Statement Schedules
Schedule
Number Description
II. Valuation and Qualifying Accounts F-2 -
Exhibits
Exhibits required to be filed by Item 601(a) of Regulation S-K are
included as Exhibits to this report as follows:
2(A)(1) Asset Purchase and Sale Agreement between Spartech
Corporation (Buyer) and Pawnee Industries, Inc. (Seller)
2(B)(2) Agreement of Plan of Merger between Spartech Corporation,
Spartech Plastics, Inc., and Portage Industries Corporation,
dated February 22, 1996
2(C)(3) Asset Purchase and Sale Agreement between Spartech
Corporation, Hamelin Group Inc., Hamelin Industries Inc.,
Robert Hamelin and Hamro Group, Inc. dated June 7, 1996
3(4) Articles of Incorporation and By-Laws
10(A)(5) Amended and Restated Employment Agreement dated July 1, 1992,
between Bradley B. Buechler and Spartech Corporation
10(B)(5) Amended and Restated Employment Agreement dated July 1, 1992,
between David B. Mueller and Spartech Corporation
10(C)(5) Amended and Restated Employment Agreement dated June 30, 1995,
between Daniel J. Yoder and Spartech Corporation
10(D)(6) Spartech Corporation Incentive Stock Option Plan dated July
26, 1991
10(E)(6) Spartech Corporation Restricted Stock Option Plan dated
July 26, 1991
10(F) Amendment to the Amended and Restated Employment Agreement
between Bradley B. Buechler and Spartech Corporation
dated as of July 1, 1996
10(G) Amendment to the Amended and Restated Employment
Agreement
between David B. Mueller and Spartech Corporation dated as
of July 1, 1996
11 Statement re Computation of Per Share Earnings
13 Pages 12 through 28 of 1996 Annual Report to Shareholders
21 Subsidiaries of Registrant
23 Consent of Independent Public Accountants
24 Powers of Attorney
27 Financial Data Schedule
(1) Filed as an exhibit to the Company's Form 8-K, dated
November 1, 1994, filed with the Commission on November 16,
1994, and incorporated herein by reference.
10k - page 13
(2) Filed as an exhibit to the Company's quarterly report on
Form 10-Q for the quarter ended February 3, 1996, filed with
the Commission on March 1, 1996, and incorporated herein by
reference.
(3) Filed as an exhibit to the Company's Form 8-K, dated June 7,
1996, filed with the Commission on June 19, 1996, and incorporated
herein by reference.
(4) Filed in response to the Commission's comments concerning the Company's
Proxy Statement relating to the Annual Meeting of Shareholders held
June 10, 1992, filed with the Commission on May 27, 1992, and
incorporated herein by reference.
(5) Filed as an exhibit to the Company's annual report on
Form 10-K for the fiscal year ended October 31, 1992, filed
with the Commission on January 7, 1993, and incorporated
herein by reference.
(6) Filed as an exhibit to the Company's annual report on Form
10-K for the fiscal year ended November 2, 1991, filed with
the Commission on February 18, 1992, and incorporated herein
by reference.
All other financial statements and schedules not listed have been
omitted since the required information is included in the consolidated
financial statements or the notes thereto, or is not applicable or
required.
Reports on Form 8-K
A Form 8-K was filed on August 27, 1996 incorporating the announcement
of the Company's third quarter and nine months operating results into the
Registration Statement No. 333-07917 on Form S-3 filed on July 10, 1996.
No financial statements were required to be filed in the Form 8-K.
A Form 8-K was filed on October 10, 1996 for the completion of the
acquisition of the Hamelin Group Inc. on September 27, 1996. No financial
statements were filed in the Form 8-K, as the required historical and pro
forma financial information was included in Amendment No. 1 to the
Registration Statement No. 333-07917 on Form S-3 filed on August 28, 1996.
10k - page 14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SPARTECH CORPORATION
January 10, 1997 By: /S/ Bradley B.Buechler
(Date) Bradley B. Buechler
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
DATE SIGNATURES TITLE
January 10, 1997 /S/ Bradley B. Buechler President, Chief
Bradley B. Buechler Executive Officer,
and Director (Principal
Executive Officer)
January 10, 1997 /S/ David B. Mueller Executive Vice President,
David B. Mueller Chief Operating Officer,
Director
January 10, 1997 /S/ Randy C. Martin Vice President-Finance
Randy C.Martin Chief Financial Officer
(Principal Financial and
Accounting Officer)
January 10, 1997 /S/ Thomas L. Cassidy Director
Thomas L. Cassidy*
January 10, 1997 /S/ W. R. Clerihue Chairman of the Board and
W. R. Clerihue* Director
January 10, 1997 /S/ Francis J. Eaton Director
Francis J. Eaton*
January 10, 1997 /S/ Jackson W. Robinson Director
Jackson W. Robinson*
January 10, 1997 /S/ Rodney H. Sellers Director
Rodney H. Sellers*
* By Bradley B. Buechler as Attorney-in-Fact pursuant to Powers of Attorney
executed by the Directors listed above, which Powers of Attorney have been
filed with the Securities and Exchange Commission.
/S/ Bradley B. Buechler
Bradley B. Buechler
As Attorney-in-Fact
10k - page 15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO SPARTECH CORPORATION
We have audited in accordance with generally accepted auditing
standards, the financial statements included in SPARTECH Corporation's 1996
Annual Report to Shareholders incorporated by reference in this Form 10-K,
and have issued our report thereon dated December 6, 1996. Our audit was
made for the purpose of forming an opinion on those statements taken as a
whole. Schedule II included in this Form 10-K is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not
part of the basic financial statements. This schedule has been subjected
to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
St. Louis, Missouri
December 6, 1996
10k - page F-1
SPARTECH CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR FISCAL YEARS ENDED 1994, 1995 AND 1996
(Dollars in thousands)
ADDITIONS AND
BALANCE AT CHARGES TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES WRITE-OFFS PERIOD
October 29, 1994:
Allowance for $ 1,044 $ 1,477 $ (1,106) $ 1,415
Doubtful
Accounts
October 28, 1995:
Allowance for $ 1,415 $ 840 $ (663) $ 1,592
Doubtful
Accounts
November 2, 1996:
Allowance for $ 1,592 $ 578 $ (224) $ 1,946
Doubtful
Accounts
Fiscal year 1994, 1995, and 1996 additions and write-offs include
activity relating to the acquisition of certain of the businesses and
assets of Product Components, Inc., Pawnee Industries, Inc., Portage
Industries Corporation, and Hamelin Group, Inc., in February 1994, November
1994, May 1996, and September 1996, respectively.
10k - page F-2
EXHIBIT EX 10(F)
THIRD AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
OF BRADLEY B. BUECHLER
This Third Amendment to the Amended and Restated Employment Agreement of
Bradley B. Buechler is enterd into as of the 1st day of July, 1996, by and
between SPARTECH CORPORATION, a Deleware Corporation ("Employer") and BRADLEY
B. BUECHLER ("Employee").
WITNESSETH:
WHERAS, Employer and Employee desire to amend the Restated Agreement as
provided herein;
NOW, THEREFORE, for and in consideration of the mututal premises set forth
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Employer and Employee hereby agree that the
Restated Agreement is hereby amended as follows:
1. Compensation. The first sentence of subparagraph (a) of Section 2 of
the Restated Agreement is amended to read in its entirety as follows:
"(a) Subject to annual review (without obligation to increase) for
cost of living and/or merit and other increases at the Board's
discretion, Employer agrees to compensate Employee at a fixed rate of
$360,000 annually ("Base Salary"), such Base Salary to be paid in equal
weekly installments."
2. Reaffirmation of Restated Agreement. Except to the extent amended by
the preceding paragraphs, the Restated Agreement, as previously amended, shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the
Restated Agreement on the day and year first above written.
SPARTECH CORPORATION
By: /s/David B. Mueller /s/Bradley B. Buechler
Bradley B. Buechler
"Employer" "Employee"
EXHIBIT 10(G)
THIRD AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
OF DAVID B. MUELLER
This Third Amendment to the Amended and Restated Employment Agreement of
David B. Mueller is entered into as of the 1st day of July, 1996, by and
between SPARTECH CORPORATION, a Deleware Corporation ("Employer") and David B.
Mueller ("Employee").
WITNESSETH:
WHEREAS, Employer and Employee are parties to an Amended and Restated
Employment Agreement dated as of the 1st day of July , 1992, as amended on the
8th day of March, 1993 and the 1st day of July, 1995 (the "Restated Agreement");
WHEREAS, Employer and Employee desire to amend the Restated Agreement as
provided herein;
NOW, THERFORE, for and in consideration of the mutual premises set forth
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Employer and Employee hereby agree that the
Restated Agreement is hereby amended as follows:
1. Employment and Duties of Employee. The first paragraph of Section 1 of
the Restated Agreement is amended to read in its entirety as follows:
Employer employs Employee to act in a senior executive capacity as
Executive Vice President and Chief Operating Officer and Secretary of Employer
and in all aspects of its business, as and when requested, and at such times and
places as Employer shall reasonably request, except that (a) Employee shall not
be assigned duties or responsibilities which are inconsistent with his position
and status as Executive Vice President and Chief Operating Officer, and (b)
Employee shall not be required to temporarily or permanently to relocate his
residence.
2. Compensation. The first sentence of subparagraph (a) of Section 2 of
the Restated Agreement is amended to read in its entirety as follows:
"(a) Subject to annual review (without obligation to increase)
for cost of living and/or merit and other increases at the Board's
discretion, Employer agrees to compensate Employee at a fixed rate of
$230,000 annually ("Base Salary"), such Base Salary to be paid in equal
weekly installments."
3. Bonuses.
"(a) Commencing with the Employer's fiscal year ending October 31,
1995, Employee shall receive an annual bonus equal to 0.60% of
Employer's earnings before interest and income taxes as reported in
Employer's audited financial statements for each year that this
Agreement is in effect, adjusted, however, to exclude profit or loss
on extraordinary or nonrecurring items and unusual items (such as sale
of a significant amount of assets or securities other than in the
ordinary course of business operations, one-time employee separation
costs, and significant litigation costs or recoveries) ("Adjusted
EBIT"), such determination to be made by Employer's auditors based on
generally accepted accounting principles; provided, however, no such
bonuses will be paid with respect to any fiscal year in which
Employer's adjusted EBIT is less than 66 2/3% of the Company's Adjusted
EBIT in its immediately preceding fiscal year."
"(b) Each fiscal year, commencing with the Company's fiscal year
ending October 31, 1995, and installment equal to 40% of the estimated
bonus for such year to be approved by the Compensation Committee of
Employer's Board of Directors shall be paid to Employee in August, and
the balance, if any, of such bonus shall be paid soon as practicable
upon completion of Employer's audited financial statements such fiscal
year."
"(c) Should this Agreement terminate prior to the close of fiscal
year of employer, Employee shall be entitled to a bonus with respect to
such fiscal year (in addition to such other amounts to which he may be
entitled on termination under other provisions of this Agreement) equal
to the bonus he would have earned had this Agreement been in effect for
the entire fiscal year multiplied by a fraction, the numerator of which
shall be the number of days in such fiscal year prior to termination of
this Agreement, and the denominator of which shall be 365."
4. Reaffirmation of Restated Agreement. Except to the extent amended by
the preceding paragraphs, the Restated Agreement, as previously amended, shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the
Restated Agreement on the day and year first above written.
SPARTECH CORPORATION
By:/s/Bradley B. Buechler /s/David B. Mueller
David B. Mueller
"Employer" "Employee"
EXHIBIT 11
SPARTECH CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET EARNINGS PER COMMON SHARE
(In thousands, except per share amounts)
Fiscal Year Ended
Oct. Oct. Nov.
29, 28, 2,
1994 1995 1996
NET EARNINGS
Net earnings 10,835 14,534 18,317
Preferred stock accretion/requirements (2,133) (1,098) -
Add: Interest savings, net of tax effect, on
retirement of debt from the
assumed proceeds received from the 74 - -
exercise of options and warrants
in excess of the 20% limitation
Primary net earnings applicable to common shares 8,776 13,436 18,317
and equivalents
Add: Preferred stock dividend accretion reduction
resulting from the 2,133 1,098 -
assumed conversion of the preferred stock
Deduct: Interest savings not realized on
retirement of debt from the assumed
proceeds received from the exercise
of options and warrants in (74) - -
excess of 20% limitation due to the
higher repurchase price used under the
fully diluted computation
Fully diluted net earnings applicable to common shares
10,835 14,534 18,317
WEIGHTED AVERAGE SHARES OUTSTANDING
Weighted average common shares outstanding 8,239 15,956 23,714
Add: Shares issuable from assumed exercise of
options and warrants (in 746 902 1,158
excess of 20% limitation for 1994)
Primary weighted average common shares 8,985 16,858 24,872
outstanding
Add: Shares issuable from assumed conversion of 14,275 7,137 -
preferred stock
Add: Additional shares issuable from assumed
exercise of options and warrants
(in excess of 20% limitation for 1994)
due to the difference in the share repurchase
price under the fully diluted computation 174 116 243
Fully diluted weighted average common shares
outstanding 23,434 24,111 25,115
NET EARNINGS PER COMMON SHARE
Primary .97 .80 .74
Fully Diluted .46 .60 .73
NOTE: Prior to May 1, 1995, Primary and Fully Diluted Net
Earnings Per Common Share was computed using the Modified
Treasury Stock Method. Due to the 1995 conversion of the
Company's Preferred Stockholders, the Treasury Stock Method
was used to compute Primary and Fully Diluted Net Earnings
Per Common Share for fiscal 1995 and 1996.
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
COMPARISON OF FISCAL YEARS 1996 AND 1995
The Company's fiscal year ends on the Saturday closest to October 31.
Fiscal year 1996 ended on November 2, 1996 and included 53 weeks compared to
fiscal 1995 which ended on October 28, 1995 and consisted of 52 weeks. The
operating results presented below include discussions on a percentage of sales
basis for more meaningful comparisons.
Net sales in 1996 of $391.3 million increased 11.1% from $352.3 million
in 1995. The extruded sheet & rollstock group's sales increased approximately
13% in 1996 resulting from an increase in pounds shipped of 5% (excluding
acquisitions) and a 7% increase in net sales related to the Portage and Hamelin
acquisitions. The remaining increase in this group's sales came from a change in
the mix of products sold during the period. Color & specialty compound sales
declined by less than 2% in 1996 to $68.2 million, as the group's Cape
Girardeau, Missouri facility spent sizable marketing efforts on new product
developments during the year.
The Company's costs and expenses for the periods indicated were:
FISCAL YEAR
1994 1995 1996
(Dollars in millions)
Cost of sales $219.6 $302.4 $330.8
Selling and admin-
istrative expenses $20.0 $24.5 $25.2
Interest expense $3.1 $5.0 $5.1
Cost of sales decreased to 84.5% of net sales for 1996 from 85.8% for
1995. The stabilization of raw material prices and improved production
efficiencies contributed to the more favorable cost of sales percentage for
1996.
On a percentage of sales basis, selling and administrative expenses
reflect a decrease to 6.4% in 1996 from 7.0% in 1995. The decrease in 1996 was
primarily a result of the absence of significant legal expenses incurred in 1995
and continued cost containment efforts in 1996.
Operating earnings for 1996 were $34.5 million (8.8% of net sales)
compared to $24.6 million (7.0% of net sales) in 1995. The gains in operating
earnings were achieved through the increased sales discussed above, improved
production efficiencies, and cost containment efforts.
Interest expense in 1996 was relatively flat with 1995, representing
the net impact of the refinancings in late 1995 at more favorable interest rates
and the net increases in borrowings in 1996 related to the Portage and Hamelin
acquisitions. See the "Financing Arrangements" discussion that follows.
As a result of the utilization of substantially all of the Company's
book loss carryforwards in 1995, the Company's effective tax rate increased to
38% in 1996 from 26% in 1995.
COMPARISON OF FISCAL YEARS 1995 AND 1994
Net sales of $352.3 million in 1995 increased 37.3% from the prior year
as a result of sizable gains in pounds sold by both of the Company's operating
groups. The extruded sheet & rollstock group experienced sales increases of
approximately 35% over the prior year. The majority of this gain in sales volume
was obtained from the acquisition of Pawnee's Extrusion Division, the
acquisition of certain assets of ProCom, and from increased product requests
from the sign/advertising, home improvement, and material handling markets. The
color & specialty compounds group's sales volume was up 48% due to stronger
demand from the specialty extrusion, office product, wallcovering, and footwear
industries and the group's newly-acquired color concentrate facility.
Cost of sales in 1995 increased from the levels of 1994, but remained
consistent when stated as a percentage of net sales. This consistency was
achieved despite higher material costs caused by the greater worldwide demand
for plastic resins and an increase in depreciation expense. Production
efficiencies offset that portion of the raw material increases not absorbed by
customers and depreciation increases resulting from capital equipment associated
with the Pawnee and ProCom acquisitions.
Selling and administrative expenses in 1995 increased by more than 22%
from the prior year, a direct result of the ProCom and Pawnee acquisitions.
However, through the Company's cost containment efforts, selling and
administrative costs as a percentage of net sales decreased during the year.
Operating earnings of $24.6 million for fiscal year 1995 increased from
1994, both in dollars and as a percentage of net sales. The increase was a
result of the higher sales volumes discussed above, production efficiencies,
cost containment efforts, and the benefits of the Pawnee and ProCom
acquisitions.
Interest expense increased significantly in 1995, reflecting the
additional borrowings incurred by the Company for the acquisition of certain
divisions of Pawnee. In August of 1995, the Company refinanced its bank credit
facility and completed a $50 million private placement of debt. Prior to the
refinancing, the Company's borrowing rate was approximately two percentage
points higher than the prior year.
sidebar 3-D bar charts
OPERATING EARNINGS
In millions of dollars
1994 = $16.4
1995 = $24.6
1996 = $34.5
GROSS MARGIN
As % of sales
1994 = 14.4%
1995 = 14.2%
1996 = 15.5%
Page 12
ENVIRONMENTAL MATTERS
The Company is subject to various laws governing employee safety and
Federal, state, and local (including Canadian provincial) laws and regulations
governing the quantities of certain specified substances that may be emitted
into the air, discharged into waterways, and otherwise disposed of on and off
the properties of the Company. The Company does not anticipate that future
expenditures for compliance with such laws and regulations will have a material
effect on its capital expenditures, earnings, or competitive position.
The plastic resins used by the Company in its production processes are
crude oil or natural gas derivatives and are available from a number of domestic
and foreign suppliers. Accordingly, the Company's raw materials are only
somewhat affected by supply, demand, and price trends of the petroleum industry;
pricing of the resins tends to follow its own supply and demand equation except
in periods of anticipated or actual shortages of crude oil or natural gas. The
Company is not aware of any trends in the petroleum industry which will
significantly affect its sources of raw materials in 1997.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW
The Company's primary sources of liquidity have been cash flows from
operating activities and borrowings from third parties. The Company's principal
uses of cash have been to support its operating activities, invest in capital
improvements, and finance strategic acquisitions. The Company's cash flows for
the periods indicated are summarized as follows:
FISCAL YEAR
1994 1995 1996
(Dollars in millions)
Net cash provided by
operating activities $13.4 $16.5 $23.2
Net cash used for
investing activities $14.2 $33.5 $76.5
Net cash provided by
financing activities $1.1 $18.8 $54.5
The Company continues to generate strong cash flows from operations,
resulting from the 26% increase in net earnings in 1996 compared to the prior
year, net of the impact of changes in working capital. Operating cashflows used
for changes in working capital totaled $5.0 million in 1996, primarily as a
result of the increase in inventories to support future shipments and expanded
sales levels. In addition, as a result of increased profitability and the
limitation on the use of the remaining tax net operating loss carryforwards, the
Company paid income taxes of $10.8 million in 1996 versus $3.5 million for 1995.
The Company's primary investing activities are capital expenditures and
acquisitions of businesses in the plastics industry. Capital expenditures are
primarily incurred to maintain and improve productivity, as well as to modernize
and expand facilities. Capital expenditures for 1996 and 1995 were $9.6 million
and $10.0 million, respectively. The Company anticipates total capital
expenditures in fiscal 1997 of approximately $13.5 million, reflecting an
increase for additional equipment at the facilities acquired in 1996.
Effective May 9, 1996, the Company completed its purchase of Portage for
a cash price of approximately $17.6 million, including estimated costs of the
transaction. On September 27, 1996, the Company finalized the purchase of
substantially all the net assets of the extrusion, color, and molding divisions
of Hamelin, which had consolidated sales of approximately $80 million for its
fiscal year ended April 30, 1996. The purchase price for the net assets of
Hamelin was approximately $59.4 million in cash, including costs of the
transaction. Refer to Note (2) to the Consolidated Financial Statements for
further discussion. The Company continues to evaluate value-added acquisition
opportunities that meet its stringent acquisition criteria, which are premised
on achieving returns in excess of its weighted average cost of capital.
FINANCING ARRANGEMENTS
In August 1995, the Company completed a $50 million private placement of
senior unsecured notes at a fixed rate of 7.21% and finalized a $40 million
unsecured bank credit facility. The acquisition of Portage in May 1996 was
funded by the bank credit facility. In September 1996, the Company completed a
simultaneous public offering of 3 million shares of common stock for $25.9
million in net proceeds and a $30 million private placement of 7.62% guaranteed
senior notes to finance the acquisition of Hamelin.
Effective May 1, 1995, all of the Company's Preferred Stockholders
converted their shares into common stock increasing the Company's outstanding
common shares by 14.3 million. The Company's Board of Directors raised the
common stock dividend twice during the year to a current annual rate of 20cents
per share.
The Company anticipates that cash flow from operations, together with
borrowings under the Company's bank credit facility, will satisfy its working
capital needs and planned capital expenditures for the next year.
sidebar 3-D bar charts
CASH FLOW FROM
OPERATIONS
In millions of dollars
1994 = $13.4
1995 = $16.5
1996 = $23.2
CAPITAL EXPENDITURES
In millions of dollars
1994 = $8.2
1995 = $10.0
1996 = $9.6
Page 13
CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except share amounts)
OCTOBER 28, NOVEMBER 2,
ASSETS 1995 1996
CURRENT ASSETS
Cash and equivalents $3,505 $4,685
Receivables, net of allowances of
$1,592 in 1995 and $1,946 in 1996 51,762 66,176
Inventories 33,002 53,981
Prepayments and other 1,274 3,315
TOTAL CURRENT ASSETS 89,543 128,157
PROPERTY, PLANT AND EQUIPMENT, NET 63,150 112,355
GOODWILL 24,014 46,348
DEBT ISSUANCE COSTS AND OTHER 1,622 2,100
$178,329 $288,960
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ --- $995
Accounts payable 31,966 40,178
Accrued liabilities 12,469 23,022
Due to Hamelin Group Inc. --- 9,701
TOTAL CURRENT LIABILITIES 44,435 73,896
LONG-TERM DEBT, LESS CURRENT MATURITIES 59,510 97,471
OTHER LIABILITIES 2,256 5,198
TOTAL LONG-TERM LIABILITIES 61,766 102,669
SHAREHOLDERS' EQUITY
Common stock, 23,364,407 and 26,609,554
shares issued in 1995 and 1996,
respectively 17,523 19,957
Contributed capital 66,771 90,708
Retained earnings (deficit) (12,099) 2,703
Treasury stock, at cost, 11,291 shares
in 1995 and 209,100 shares in 1996 (67) (2,061)
Cumulative translation adjustments --- 1,088
TOTAL SHAREHOLDERS' EQUITY 72,128 112,395
$178,329 $288,960
See accompanying notes to consolidated financial statements.
Page 14
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands, except per share amounts)
FISCAL YEAR
1994 1995 1996
NET SALES $256,593 $352,273 $391,348
COSTS AND EXPENSES
Cost of sales 219,595 302,394 330,776
Selling and administrative 19,966 24,545 25,184
Amortization of intangibles 622 730 896
240,183 327,669 356,856
OPERATING EARNINGS 16,410 24,604 34,492
Interest 3,125 4,960 5,062
EARNINGS BEFORE INCOME TAXES 13,285 19,644 29,430
Income taxes 2,450 5,110 11,113
NET EARNINGS 10,835 14,534 18,317
Preferred stock accretion (2,133) (1,098) ---
NET EARNINGS APPLICABLE TO
COMMON SHARES AND EQUIVALENTS $8,702 $ 13,436 $ 18,317
NET EARNINGS PER COMMON SHARE
Primary $.97 $.80 $.74
Fully diluted $.46 $.60 $.73
See accompanying notes to consolidated financial statements.
Page 15
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Dollars in thousands)
CUMULATIVE
CONTRI- RETAINED TRANS- TOTAL
PREFERRED COMMON BUTED EARNINGS TREASURY LATION SHAREHOLDER
STOCK STOCK CAPITAL (DEFICIT) STOCK ADJUST. EQUITY
BALANCE,
OCTOBER 30, 1993 $777 $6,245 $73,258 $(32,151) $(2,088) $ --- $46,041
Stock options
exercised --- 227 (953) --- 2,083 --- 1,357
Preferred stock
accretion --- --- 2,133 (2,133) --- --- ---
Net earnings --- --- --- 10,835 --- --- 10,835
BALANCE,
OCTOBER 29, 1994 $777 $6,472 $74,438 $(23,449) $(5) --- $58,233
Preferred stock
conversion (777) 10,706 (9,929) --- --- --- ---
Stock options
exercised --- 345 1,164 --- --- --- 1,509
Cash dividends --- --- --- (2,086) --- --- (2,086)
Preferred stock
accretion --- --- 1,098 (1,098) --- --- ---
Treasury stock
purchases --- --- --- --- (62) --- (62)
Net earnings --- --- --- 14,534 --- --- 14,534
BALANCE,
OCTOBER 28, 1995 $--- $17,523 $66,771 $(12,099) $(67) --- $72,128
Common stock
issuance --- 2,250 23,632 --- --- --- 25,882
Stock options
exercised --- 184 305 --- 2,127 --- 2,616
Cash dividends --- --- --- (3,515) --- --- (3,515)
Treasury stock
purchases --- --- --- --- (4,121) --- (4,121)
Net earnings --- --- --- 18,317 --- --- 18,317
Translation
adjustment --- --- --- --- --- 1,088 1,088
BALANCE,
NOVEMBER 2, 1996 $--- $19,957 $90,708 $2,703 $(2,061)$1,088$112,395
See accompanying notes to consolidated financial statements.
Page 16
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
FISCAL YEAR
1994 1995 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 10,835 $ 14,534 $ 18,317
Adjustments to reconcile net earnings to
net cash provided by operating
activities:
Depreciation and amortization 4,422 5,798 7,211
Change in current assets and
liabilities, net of effects of
acquisitions:
Receivables (4,594) (4,447) 365
Inventories (1,325) (6,504) (8,458)
Prepayments and other 257 (17) (21)
Accounts payable 2,726 3,563 (3,034)
Accrued liabilities 846 1,410 6,146
Other, net 191 2,150 2,634
NET CASH PROVIDED BY OPERATING ACTIVITIES 13,358 16,487 23,160
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (8,152) (10,015) (9,566)
Retirement of assets 333 538 346
Business acquisitions (6,840) (24,060) (67,285)
Proceeds from note receivable 495 --- ---
NET CASH USED FOR INVESTING ACTIVITIES (14,164) (33,537) (76,505)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (payments) on revolving
credit facilities (6,248) (6,525) 6,190
Issuance of 7.62% Guaranteed Senior Notes --- --- 30,000
Issuance of 7.21% Senior Unsecured Notes --- 50,000 ---
Payments on bonds and leases --- --- (1,210)
Term loan additions (payments) 6,000 (13,000) ---
Redemption of 9% Convertible Subordinated
Debentures --- (10,134) ---
Issuance of common stock --- --- 25,882
Debt issuance costs --- (899) (444)
Cash dividends on common stock --- (2,086) (3,515)
Stock options exercised 1,357 1,509 1,704
Treasury stock acquired --- (62) (4,121)
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,109 18,803 54,486
Effect of exchange rate changes on cash
and equivalents --- --- 39
INCREASE IN CASH AND EQUIVALENTS 303 1,753 1,180
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 1,449 1,752 3,505
CASH AND EQUIVALENTS AT END OF YEAR $ 1,752 $3,505 $ 4,685
See accompanying notes to consolidated financial statements.
Page 17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(1) SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - The accompanying consolidated financial statements
include the accounts of SPARTECH Corporation and its wholly-owned subsidiaries
(the "Company"). The Company's fiscal year ends on the Saturday closest to
October 31. Fiscal year 1996 consists of 53 weeks, while 1995 and 1994 each
include 52 weeks. All significant intercompany transactions and balances have
been eliminated.
FOREIGN CURRENCY TRANSLATION - Assets and liabilities of the Company's
Canadian operations are translated from their functional currency (Canadian
dollar) to U.S. dollars using exchange rates in effect at the balance sheet
date. Results of operations are translated using average rates during the
period. Adjustments resulting from the translation process are included as a
separate component of stockholders' equity. The Company may periodically enter
into foreign currency contracts to manage exposures to market risks from
prospective changes in exchange rates. No such contracts were outstanding as of
November 2, 1996.
CASH EQUIVALENTS - Cash equivalents consist of highly liquid investments
with original maturities of three months or less.
INVENTORIES - Inventories are valued at the lower of cost (first-in,
first-out) or market. Finished goods include the costs of material, labor, and
overhead.
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are carried
at cost. Depreciation is provided on a straight-line basis over the estimated
useful lives of the related assets as follows:
YEARS
Buildings and leasehold improvements 25
Machinery and equipment 12-16
Furniture and fixtures 5-10
Major renewals and betterments are capitalized. Maintenance and repairs
are expensed as incurred. Upon disposition, the net book value is eliminated
from the accounts, with the resultant gain or loss reflected in operations.
GOODWILL - Goodwill, representing the excess of the purchase price over
the fair value of net assets acquired, is charged against operations on a
straight-line basis over the periods estimated to be benefited, not exceeding 40
years. Goodwill amortization totaled $622, $730, and $896 in 1994, 1995, and
1996, respectively. Accumulated amortization at November 2, 1996 totaled $5,747.
REVENUE RECOGNITION - The Company manufactures products for specific
customer orders and for standard stock inventory. Revenues are recognized and
billings are rendered as the product is shipped to the customer.
INCOME TAXES - Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to temporary differences between the
financial statement carrying amounts of assets and liabilities and their
respective tax bases. Deferred tax assets are also recognized for credit
carryforwards based on an assessment (which includes anticipating future income)
in determining the likelihood of realization. Deferred tax assets and
liabilities are measured using the rates expected to apply to taxable income in
the years in which the temporary differences are expected to reverse and the
credits are expected to be used. The effect of a change in tax rates on deferred
tax assets and liabilities is recognized in income in the period that includes
the enactment date.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts and related disclosures.
Actual results could differ from those estimates.
RECLASSIFICATIONS - Certain prior year amounts have been reclassified to
conform to the current year presentation.
(2) ACQUISITIONS
On February 2, 1994, the Company acquired certain assets of Product
Components, Inc. ("ProCom"). The purchase included two extruded sheet &
rollstock manufacturing plants, located in Richmond, Indiana and Clare,
Michigan, along with various other assets of ProCom. The purchase price for
ProCom's net assets totaled $8,200. Approximately $6,800 of this purchase price
was paid in cash, while the remaining balance represented the net liabilities
assumed by the Company.
On November 1, 1994, the Company acquired Pawnee Industries, Inc.'s
("Pawnee") extrusion and color divisions. The purchase included two extruded
sheet & rollstock manufacturing plants, located in Wichita, Kansas and Paulding,
Ohio, along with a color concentrate manufacturing plant, located in Goddard,
Kansas. The purchase price for Pawnee's net assets, exclusive of working capital
purchased, totaled $15,800. In addition, the Company paid approximately $8,300
for net working capital assets (inventory and receivables, net of assumed
accrued liabilities).
On May 9, 1996, the Company completed its acquisition of Portage
Industries Corporation ("Portage") by means of a merger pursuant to which
Spartech Plastics, Inc., a wholly-owned subsidiary of the Company, was merged
with and into Portage. Pursuant to the Agreement and Plan of Merger, each share
of Portage Common Stock was converted into the right to receive $6.60 in cash.
The price for all outstanding shares of Portage's stock (including exercisable
options) totaled approximately $17,600 in cash, including estimated costs of the
transaction. The fair value of assets acquired (including $9,500 of goodwill)
and liabilities assumed was $27,200 and $9,600, respectively. The purchase price
was funded by the Company's existing unsecured credit facility.
On September 27, 1996, the Company completed the purchase of substantially
all of the net assets of the extrusion, color, and molding divisions of Hamelin
Group Inc. ("Hamelin") in accordance with an Asset Purchase and Sale Agreement.
Hamelin
Page 18
is a leading manufacturer of extruded plastic sheet, color concentrate
materials, and molded food packaging products and is based in Montreal, Canada.
It has two extruded sheet plants, one color concentrate facility, three molding
operations located in Canada, and a molding operation located in the United
States. Consolidated sales for the seven facilities were approximately $80,000
for Hamelin's fiscal year ended April 30, 1996. The purchase price for the net
assets acquired from Hamelin was $59,400 in cash, including costs of the
transaction. The fair value of assets acquired (including $13,500 of goodwill)
and liabilities assumed (consisting of lease liabilities, accounts payable, and
accrued liabilities) was $70,900 and $11,500, respectively. The purchase price
was financed through a combination of a common stock offering of 3 million
shares and a private placement of $30,000 in debt. An initial installment was
paid to the seller on September 27, 1996, the closing date, with the remaining
purchase price paid November 27, 1996. Therefore, $9,701 was reflected as Due to
Hamelin Group Inc. as of November 2, 1996, representing the amount remaining to
be paid to the seller as of such date.
All these acquisitions have been accounted for by the purchase method, and
accordingly, the results of operations were included in the Company's
Consolidated Statement of Operations from their respective date of acquisition.
The purchase price has been allocated to the assets and liabilities (on a
preliminary basis for the 1996 acquisitions), and the excess of cost over the
fair value of net assets acquired is being amortized over a forty-year period on
a straight-line basis.
The following summarizes unaudited pro forma consolidated results of
operations for fiscal year 1996 assuming the Portage and Hamelin acquisitions
had occurred at the beginning of the fiscal year. The results are not
necessarily indicative of what would have occurred had these transactions been
consummated as of the beginning of the fiscal year presented, or of future
operations of the consolidated companies.
PRO FORMA (UNAUDITED)
FISCAL YEAR
1996
Net Sales $481,508
Earnings Before Income Taxes $36,921
Net Earnings $22,961
Net Earnings Per Common Share
Fully Diluted $.83
(3) INVENTORIES
Inventories at October 28, 1995 and November 2, 1996 are comprised of the
following components:
1995 1996
Raw materials $23,368 $34,778
Finished goods 9,634 19,203
$33,002 $53,981
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following at October 28,
1995 and November 2, 1996:
1995 1996
Land $ 3,999 $4,964
Buildings and leasehold improvements 18,243 27,898
Machinery and equipment 67,308 110,525
Furniture and fixtures 2,152 3,561
91,702 146,948
Less accumulated depreciation 28,552 34,593
Property, plant and equipment, net $63,150 $112,355
(5) LONG-TERM DEBT
Long-term debt is comprised of the following at October 28, 1995 and
November 2, 1996:
1995 1996
7.62% Guaranteed Senior Notes $--- 30,000
7.21% Senior Unsecured Notes 50,000 50,000
Unsecured Bank Credit Facility 9,510 15,700
Other --- 2,766
59,510 98,466
Less current maturities --- 995
Total long-term debt $59,510 $97,471
Page 19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On August 15, 1995, the Company completed a $50,000 Private Placement of
7.21% Senior Unsecured Notes (the "Notes") over a ten-year term. The Notes
require equal annual principal payments of approximately $7,143 commencing on
August 15, 1999. Interest on the Notes is payable semiannually on February 15
and August 15 of each year. In addition, the Company concurrently finalized a
new revolving $40,000 Unsecured Bank Credit Facility (the "Credit Facility").
The Credit Facility has a five-year term, with interest payable at a rate chosen
by the Company of either prime rate or an adjusted LIBOR plus .625%. On May 16,
1996 and September 1, 1995, the Company entered into six-month fixed LIBOR loans
under the Credit Facility of $9,000 at 6.31% and $5,000 at 6.91%, respectively.
The remaining Credit Facility is at the current prime rate, which, at November
2, 1996 and October 28, 1995, was 8.25% and 8.75%, respectively.
On September 27, 1996, the Company completed a $30,000 Private Placement
of 7.62% Guaranteed Senior Notes (the "Guaranteed Notes") over a ten-year term.
The Guaranteed Notes require equal annual principal payments of approximately
$4,286 commencing on September 27, 2000. Interest on the Guaranteed Notes is
payable semiannually on March 27 and September 27 of each year.
The other debt consists of $1,700 of Industrial Development Revenue Bonds
("the Bonds") and $1,066 of obligations under capital leases ("the Leases"). The
Bonds mature on November 1, 1999, have an annual mandatory sinking fund
requirement of $550, and carry a floating interest rate, which was 4.45% at
November 2, 1996. The Leases mature between 1997 and 2000 and bear fixed
interest rates varying from 8.13% to 9.38%.
Scheduled maturities of long-term debt for the next five fiscal years are:
1997-$569; 1998-$961; 1999-$7,299; 2000-$27,214; and 2001-$11,429.
The long-term debt contains certain covenants which, among other matters,
require the Company to restrict the incurrence of additional indebtedness,
satisfy certain ratios and net worth levels, and limit both the sale of assets
and merger transactions.
(6) INCOME TAXES
The provision for income taxes for fiscal years 1994, 1995, and 1996 is
comprised of the following:
1994 1995 1996
Federal:
Current $--- $2,715 $7,850
Deferred 4,488 3,680 1,503
State 1,000 1,348 1,760
5,488 7,743 11,113
Utilization of operating loss carryforwards (3,038) (2,633) ---
Provision for income taxes $2,450 $5,110 $11,113
The income tax provision on earnings of the Company differs from the
amounts computed by applying the U.S. Federal tax rate of 35% as follows:
1994 1995 1996
Federal income taxes at statutory rate $4,650 $6,875 $10,301
State income taxes, net of applicable
Federal income tax benefits 650 876 1,144
Operating loss carryforwards (3,038) (2,633) ---
Other 188 (8) (332)
$2,450 $5,110 $11,113
At October 28, 1995 and November 2, 1996, the Company's principal
components of deferred tax assets and liabilities consisted of the following:
1995 1996
Deferred tax assets:
Net operating loss carryforwards $4,701 $1,709
Bad debt reserves 412 593
Inventories 222 340
Tax carryforwards 952 888
Accrued liabilities 1,275 2,575
$7,562 $6,105
Deferred tax liabilities:
Depreciation $8,208 $7,491
Other 471 447
$8,679 $7,938
Page 20
At November 2, 1996, the Company had net operating loss carryforwards for
Federal income tax purposes of approximately $4,500, which are available to
offset future Federal taxable income expiring in the years 2001 through 2007.
(7) SHAREHOLDERS' EQUITY & STOCK OPTIONS
The authorized capital stock of the Company consists of 35 million shares
of $.75 par value common stock and 4 million shares of $1 par value preferred
stock. The Company declared a special 3cents per share dividend on its common
stock in May of 1995 and began the payment of regular quarterly dividends in
June of 1995.
The Company has an Incentive Stock Option Plan ("Incentive Plan") and
Restricted Stock Option Plan ("Restricted Plan") for executive officers and key
employees. The maximum number of shares which may be issued under the Incentive
Plan is 1,000,000. The minimum option price is the fair market value per share
at the date of grant, which may be paid on exercise in Company shares.
The maximum number of shares issuable annually under the Restricted Plan
is limited to 10% of the Company's outstanding common shares (excluding treasury
shares) at each year end through 2001. Notwithstanding the foregoing, the Board
of Directors has resolved that at no time will the total unexercised options be
in excess of 10% of the then outstanding common shares. The options granted and
common shares purchased under the Restricted Plan may not be sold or disposed of
for a period of three years from the date of option grant. Subject to the
limitations discussed above, the number of shares issued, or options granted,
pursuant to these plans is at the discretion of the Compensation Committee of
the Board of Directors.
Information with respect to options granted, all presently exercisable,
under the Incentive and Restricted Plans for fiscal years 1994, 1995, and 1996
follows:
OPTIONS OPTIONS EXERCISE PRICE
BEGINNING EXERCISED/ END OF RANGE PER SHARE
OF YEAR GRANTED CANCELED YEAR AT END OF YEAR
Fiscal 1994
Incentive Plan 77,000 95,000 23,000 149,000 $3.00-$4.38
Restricted Plan 1,956,000 170,000 158,000 1,968,000 $1.25-$5.00
Fiscal 1995
Incentive Plan 149,000 165,000 6,000 308,000 $3.00-$7.00
Restricted Plan 1,968,000 95,000 434,000 1,629,000 $1.25-$5.38
FISCAL 1996
INCENTIVE PLAN 308,000 190,000 58,000 440,000 $3.00-$6.75
RESTRICTED PLAN 1,629,000 105,000 450,000 1,284,000 $1.25-$6.75
Additional options, which have been issued outside the plans discussed
above, totaled 350,000 at November 2, 1996. These additional options are
exercisable at prices ranging from $3.875 to $11.00 per share and expire at
various dates through 2006. A total of 20,000 options were granted at $11.00 in
1996, and 60,000 options were exercised at prices ranging from $1.625 to $2.15
in 1995.
(8) EARNINGS PER SHARE
Primary Net Earnings Per Share is computed based upon the weighted average
number of common shares outstanding during each period after consideration of
the dilutive effect of stock options. Such average shares were 8,985,000,
16,858,000, and 24,872,000, for 1994, 1995, and 1996, respectively. The weighted
average shares total for 1995 was affected by the actual conversion of the
Company's preferred stock discussed below.
Fully Diluted Net Earnings Per Share assumes conversion of securities when
the earnings per share result is dilutive. Assumed conversions increased the
weighted average number of common shares used in the computation to 23,434,000,
24,111,000, and 25,115,000, for 1994, 1995, and 1996, respectively.
Effective May 1, 1995, all of the Company's preferred stockholders
converted their shares into the Company's common stock. The conversion increased
the Company's outstanding common shares by 14,274,635. If the preferred
stockholders had converted their shares at the beginning of 1994, the Primary
Net Earnings Per Share reported for 1994 and 1995 would have been $.46 and $.60,
respectively.
For the computations of Primary Net Earnings Per Share, net earnings
applicable to common shares and equivalents have been increased for an after-tax
interest factor as computed under the modified treasury stock method. Due to
the 1995 conversion of the Company's preferred stockholders, the Primary Net
Earnings Per Share for 1995 was computed using the treasury stock
Page 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
method, which requires no such adjustment to net earnings. For the computation
of Fully Diluted Net Earnings Per Share, net earnings applicable to common
shares and equivalents have been further increased for the elimination of
preferred stock accretion from the assumed conversion of preferred stock and for
the after-tax interest expense reduction as computed under the modified treasury
stock method, when applicable. Due to the 1995 conversion, such adjustment was
not made in the last half of 1995 or in 1996. The primary and fully diluted
increases to net earnings applicable to common shares and equivalents for 1994
and 1995 were as follows:
1994 1995
Primary $ 74 $ ---
Fully diluted $2,133 $1,098
(9) EMPLOYEE BENEFITS
The Company sponsors or contributes to various retirement benefit and
savings plans covering substantially all employees. The total cost of such plans
for 1994, 1995, and 1996 was $347, $465, and $698, respectively.
(10) FINANCIAL INSTRUMENTS
The Company uses the following methods and assumptions in estimating the
fair value of financial instruments:
CASH, ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE, AND ACCRUED LIABILITIES --
the carrying value approximates fair value due to the short-term nature of these
instruments.
LONG-TERM DEBT (INCLUDING BANK CREDIT FACILITY)-- the carrying value
approximates fair value as a result of the recent placement of the financing
arrangements at fair market interest rates.
(11) CASH FLOW INFORMATION
Supplemental information on cash flows is as follows:
FISCAL YEAR
1994 1995 1996
CASH PAID DURING THE YEAR FOR:
Interest $2,974 $ 4,099 $4,558
Income taxes $1,043 $ 3,517 $10,846
SCHEDULE OF BUSINESS ACQUISITIONS:
Fair value of assets acquired $12,274 $26,330 $98,062
Liabilities assumed (5,434) (2,270) (21,076)
Due to Hamelin Group Inc --- --- (9,701)
Total cash paid for the net
assets acquired $6,840 $24,060 $67,285
(12) COMMITMENTS AND CONTINGENCIES
The Company conducts certain of its operations in facilities under
operating leases. Rental expense for 1994, 1995, and 1996 was $2,273, $2,872,
and $2,807, respectively.
Future minimum lease payments under non-cancelable operating leases, by
fiscal year, are: 1997 - $2,156; 1998 - $1,828; 1999 - $1,274; 2000 - $955; 2001
- - $674; and $435 thereafter.
On June 2, 1992, Mr. Lawrence M. Powers, former Director, Chairman of the
Board, and Chief Executive Officer of the Company, filed a lawsuit in the United
States District Court for the Southern District of New York against the Company
and certain of its Directors and major shareholders. In the suit, Mr. Powers
claims that, by reason of the Company's April 30, 1992 debt-to-equity
restructuring (which he had previously, on April 13, 1992, voted in favor of as
a Director), the Company should adjust his existing stock options, provide for
the issuance of additional shares of common stock, and award to him attorney's
fees and interest. Mr. Powers seeks judgment against the Company and the other
defendants: (1) in excess of $13,000, plus punitive damages, (2) to issue an
additional 167,744 shares of common stock, (3) to increase his then-outstanding
options to purchase the Company's common stock from 1,871,201 shares to
4,080,000 shares, and (4) for attorney's fees and interest. In June 1993, in
responding to the Company's request for summary judgment, the court ruled the
Board of Director's decision to not adjust Mr. Powers' options was "final,
binding, and conclusive" unless Mr. Powers can establish that the Board was not
acting independently and that it could not have acted appropriately. Discovery
has concluded in the litigation, and the Company, together with the other
defendants, has moved for summary judgment dismissing the complaint. In January
1996, Mr. Powers filed a similar lawsuit in the Circuit Court of St. Louis
County, Missouri against the Company and two officer directors. The Company
believes that this lawsuit is simply a restatement of the claims made in the
1992 lawsuit and a motion to dismiss or stay this lawsuit was filed pending the
outcome of the 1992 lawsuit. On December 3, 1996, the Circuit Court of St. Louis
County, Missouri granted the motion to dismiss and ordered the St. Louis lawsuit
to be dismissed without prejudice. The Company believes Mr. Powers' litigation
is without merit and will continue to defend against it vigorously.
Page 22
At November 2, 1996, there were no other known contingent liabilities
(including guarantees, pending litigation, and environmental claims) that, in
the opinion of management, are expected to be material in relation to the
Company's financial position, nor were there any material commitments outside
the normal course of business.
(13) SEGMENT INFORMATION
The Company operates in one industry segment as a processor of
engineered thermoplastics, polymeric compounds, and molded products for a wide
spectrum of customers in the plastics industry. The Company operates from 22
plants in 21 cities throughout the United States and Canada and its customer
base is diverse - - no one customer represents greater than 6% of total sales,
and the Company's customers supply product to a broad range of markets
(including sign/advertising, lawn & garden, transportation, building &
construction, medical, and packaging).
Following the acquisition of six plants in Canada from the Hamelin
Group on September 27, 1996, the Company began operating in two reportable
geographic areas -- the United States and Canada. Geographic financial
information for 1996 is as follows:
NET SALES OPERATING IDENTIFIABLE
TO CUSTOMERS EARNINGS ASSETS
United States $384,334 $33,856 $221,542
Canada 7,014 636 67,418
$391,348 $34,492 $288,960
(14) QUARTERLY FINANCIAL INFORMATION
Certain unaudited quarterly financial information for the years ended
October 28, 1995 and November 2, 1996 is as follows:
QUARTER ENDED FISCAL
JAN APRIL JULY OCT YEAR
1995
Net Sales $79,258 $95,649 $90,891 $86,475 $352,273
Gross Profit 10,847 13,733 12,988 12,311 49,879
Net Earnings 3,125 3,950 3,820 3,639 14,534
Net Earnings Per Share:
Primary .27 .36 .16 .15 .80
Fully diluted .13 .16 .16 .15 .60
1996
NET SALES $87,466 $98,330 $101,223 $104,329 $391,348
GROSS PROFIT 12,993 14,881 16,194 16,504 60,572
NET EARNINGS 3,786 4,775 5,020 4,736 18,317
NET EARNINGS PER SHARE:
PRIMARY .16 .19 .20 .19 .74
FULLY DILUTED .16 .19 .20 .18 .73
The aggregate Primary Net Earnings Per Share for the four quarters of 1995
is greater than the full year results, due to the conversion by the preferred
stockholders to common stock at the beginning of the third quarter. If the
preferred stockholders had converted their shares at the beginning of 1995, all
Primary Net Earnings Per Share amounts reported above for 1995 would have been
equal to Fully Diluted Net Earnings Per Share.
Page 23
MANAGEMENT & AUDITORS' REPORTS
MANAGEMENT REPORT
TO OUR SHAREHOLDERS
The financial statements of SPARTECH Corporation and subsidiaries were
prepared under the direction of management, which is responsible for their
integrity and objectivity. The statements have been prepared in conformity with
generally accepted accounting principles and, as such, include amounts based on
informed estimates and judgment of management.
Management has developed a system of internal controls, which is designed
to assure that the books and records accurately reflect the transactions of the
Company, and its established policies and procedures are followed properly.
This system is augmented by written policies and procedures, and the selection
and training of qualified personnel.
Arthur Andersen LLP, independent public accountants, are engaged to
provide an objective audit of the financial statements of SPARTECH Corporation
and issue reports thereon. Their audit is conducted in accordance with
generally accepted auditing standards.
The Board of Directors, acting upon the advice and recommendations of
the Audit Committee, is responsible for assuring that management fulfills its
responsibilities in the preparation of the financial statements and for engaging
the independent public accountants with whom the Committee reviews the scope of
the audits and the accounting principles to be applied in financial reporting.
The Committee meets regularly with the independent public accountants and
representatives of management to review their activities and ensure that each is
properly discharging its responsibilities.
/s/Bradley B. Buechler /s/David B. Mueller /s/Randy C. Martin
President and Chief Executive Vice President Vice President Finance
Executive Officer and Chief Operating Officer and Chief Financial Officer
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO SPARTECH CORPORATION
We have audited the accompanying consolidated balance sheet of SPARTECH
Corporation (a Delaware Corporation) and subsidiaries as of November 2, 1996 and
October 28, 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the three fiscal years in the
period ended November 2, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SPARTECH Corporation and
subsidiaries as of November 2, 1996 and October 28, 1995, and the results of
their operations and their cash flows for each of the three fiscal years in the
period ended November 2, 1996 in conformity with generally accepted accounting
principles.
/s/Arthur Andersen LLP
St. Louis, Missouri
December 6, 1996
Page 25
FIVE YEAR FINANCIAL SUMMARY
(Dollars in thousands, except per share amounts)
The following table sets forth selected financial data for each of the most
recent five fiscal years.
FISCAL YEAR
1992 1993 1994 1995 1996
SUMMARY OF OPERATIONS
Net Sales $168,800 $189,401 $256,593 $352,273 $391,348
Cost of Sales and
Other Expenses 159,085 178,269 239,561 326,939 355,960
Amortization of Intangibles 537 563 622 730 896
Operating Earnings $9,178 $10,569 $16,410 $24,604 $34,492
Interest Expense $4,495 $3,350 $3,125 $4,960 $5,062
Net Earnings $ 4,220 $6,716 $ 10,835 $14,534 $18,317
PER SHARE INFORMATION
Fully Diluted Earnings $ .21 $ .30 $ .46 $ .60 $ .73
Dividends Declared $ --- $ --- $ --- $ .09 $ .15
BALANCE SHEET INFORMATION
Working Capital $23,997 $25,032 $ 26,351 $45,108 $54,261
Long-Term Debt, Less
Current Maturities
Senior $ 30,783 $ 26,283 $ 26,285 $59,510 $97,471
Subordinated 10,134 10,134 10,134 --- ---
$ 40,917 $ 36,417 $ 36,419 $59,510 $97,471
Shareholders' Equity $ 39,121 $ 46,041 $ 58,233 $ 72,128 $112,395
Total Assets $106,546 $114,194 $135,720 $178,329 $288,960
Page 25
BOARD OF DIRECTORS
BRADLEY B. BUECHLER, age 48, President and Chief Executive Officer of the
Company, has been a member of the Board since February 1984. Mr. Buechler, a
CPA, was the Corporate Controller and Vice President-Finance of the Company from
1981 to 1984. He became Chief Operating Officer of the Company in 1985,
President in 1987, and Chief Executive Officer effective October 1, 1991. He is
also the immediate past Chairman of the Sheet Producers Division of the Society
of the Plastics Industry (SPI) and a current member of the Executive Committee
for the Color and Additive Compounders Division of the SPI. His term as
Director expires at the 1998 Annual Meeting.
THOMAS L. CASSIDY, age 68, has been a member of the Board since February 1986.
He has been a Managing Director of Trust Company of the West and a senior
partner of TCW Capital since 1984. Mr. Cassidy also serves on the Board of
Directors of DeVlieg-Bullard, Inc., Holnam, Inc., and Reunion Industries, Inc.
His term as Director expires at the 1997 Annual Meeting.
W.R. CLERIHUE, age 73, Chairman of the Company since October 1, 1991, has been a
member of the Board since February 1990. He is retired from Celanese
Corporation, where he last served as Executive Vice President and Chief of
Staff. Mr. Clerihue also serves on the Board of Directors of Reunion
Industries, Inc. His term as Director expires at the 1999 Annual Meeting.
FRANCIS J. EATON, age 57, has been a member of the Board since December 1989. He
is a polymer technologist and, after joining British Vita PLC in 1958, became
General Manager of the Industrial Polymer Division in 1971. He was appointed to
British Vita's Board of Directors in 1975 and became their Deputy Chief
Executive effective October 1, 1991. Mr. Eaton is President and a council
member of the British Rubber Manufacturer's Association in the United Kingdom.
His term as Director expires at the 1998 Annual Meeting.
DAVID B. MUELLER, age 43, Executive Vice President, Chief Operating Officer and
Secretary of the Company, has been a member of the Board since March 1994. Mr.
Mueller, a CPA, was previously Corporate Controller of Apex Oil Company from
1981 through 1988. Mr. Mueller became Vice President & Chief Financial Officer
of the Company in 1988 and was named Secretary in 1991. He became Executive
Vice President and Chief Operating Officer in 1996. His term as Director
expires at the 1997 Annual Meeting.
JACKSON W. ROBINSON, age 54, has been a member of the Board since March 1993. He
is President of Winslow Management Company, an operating division of Eaton Vance
Management, having held that position since 1983. He is also a Director of
Jupiter International Green Investment Trust, Jupiter-European Investment Trust,
and a Trustee of Suffield Academy. His term as Director expires at the 1999
Annual Meeting.
RODNEY H. SELLERS, age 50, has been a member of the Board since December 1989.
He is a Chartered Accountant in the United Kingdom. He joined British Vita PLC
in 1971, was appointed to British Vita's Board of Directors in 1974 and was
their Chief Executive from July 1990 through April 1996, at which time he was
appointed their Deputy Chairman. His term as Director expires at the 1997
Annual Meeting.
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE COMPENSATION COMMITTEE NOMINATING COMMITTEE
W.R. Clerihue Thomas L. Cassidy W.R. Clerihue
Jackson W. Robinson W.R. Clerihue
Francis J. Eaton
Francis J. Eaton Jackson W. Robinson
Jackson W. Robinson
picture - MESSRS. BUECHLER & CASSIDY
picture - MESSRS. CLERIHUE & EATON
picture - MESSRS. MUELLER, ROBINSON & SELLERS
IN MEMORY OF JOHN F. ARNING - The Board of Directors and the entire Company were
saddened in mid-October by the sudden passing of Mr. John F. Arning -- our long-
time friend and five-year member of the Board. Mr. Arning's contributions over
the years were invaluable, and he will be missed greatly by all of his business
associates and friends at SPARTECH.
Page 26
CORPORATE AND DIVISION MANAGEMENT
1996
MANAGEMENT CHANGES
CORPORATE
* MAY - David B. Mueller
was elected Executive VP & COO and Randy C. Martin VP & CFO.
* JUNE - William F. Phillips was appointed Director of Sales & Marketing -
Sheet.
* JULY - Matthew T. Sweeney was appointed Director of Human Resources.
* OCTOBER - Normand Tanguay was elected Executive VP Spartech Canada.
* DECEMBER - David G. Pocost was elected VP of Quality & Environmental
Affairs.
DIVISIONS
* MAY - Steven J. Ploeger was appointed General Manager Spartech Plastics -
North.
* OCTOBER - Bob Connely, Marc-Andre Gervais, Bruce Harrison, Gilles Veilleux,
and Ed Waterman were appointed General Managers for their respective Hamelin
divisions.
* NOVEMBER - Tim Simmers was appointed General Manager Spartech Compounding -
Central & Midwest.
CORPORATE MANAGEMENT
picture - Standing:
MATTHEW T. SWEENEY WILLIAM F. PHILLIPS NORMAND TANGUAY DAVID G. POCOST
Director of Director of Sales & Executive VP VP of Quality &
Human Resources Marketing-Sheet Spartech Environmental
Canada Affairs
TERRY F. TISZA
Director of Sales &
Marketing-Compounds
picture - Seated:
RANDY C. MARTIN BRADLEY B. BUECHLER DAVID B. MUELLER
VP-Finance and President and Chief Executive VP and
Chief Financial Executive Officer Chief Operating
Officer Officer
DANIEL J. YODER
VP of Engineering
& Technology
DIVISION GENERAL MANAGERS
EXTRUDED SHEET & ROLLSTOCK
picture - Standing: Greg Nagel, Pat Fleming, Gilles Veilleux and Steve Ploeger
Seated: Johnnie Sepulvado and Harrison Hiatt
COLOR & SPECIALTY COMPOUNDS
picture - Standing: Tim Simmers and Steve Byron
Seated: Howard Pomerantz and Ed Waterman
MOLDED PRODUCTS
picture - Standing: Marc-Andre Gervais and Bruce Harrison
Seated: Bob Connely
Page 27
INVESTOR INFORMATION
sidebar bar charts
1996 QUARTERLY
COMMON STOCK PRICES
1st quarter = $6 to $7 3/8
2nd quarter = $6 7/8 to $10 1/8
3rd quarter = $9 1/4 to $11 7/8
4th quarter = $9 1/2 to $11
1995 QUARTERLY
COMMON STOCK PRICES
1st quarter = $4 7/8 to $5 3/4
2nd quarter = $5 1/8 to $6 5/8
3rd quarter = $5 5/8 to $6 5/8
4th quarter = $6 3/8 to $7 3/4
1995-1996
COMMON STOCK DIVIDENDS
1995 9 cents
1996 15 cents
COMMON STOCK
SPARTECH Corporation's common stock is traded on the New York Stock
Exchange under the symbol "SEH." As of January 1, 1997, there were
approximately 6,000 shareholders of the Company's common stock.
TRANSFER AGENT & REGISTRAR
The Company's transfer agent and registrar is Boatmen's Trust Company,
510 Locust Street, St. Louis, Missouri 63101.
RESEARCH AND INFORMATIONAL REPORTS
Research and informational reports on SPARTECH Corporation are available
from the following companies and individuals by calling SPARTECH Investor
Relations at (314) 721-4242 or the listed companies direct at the numbers shown
below:
A. G. Edwards - Mike Braig (314) 289-5894
C S First Boston - Brian Langenberg (212) 325-2537
Cruttenden Roth - Pete Castellanos (805) 966-5205
Huntleigh Securities - Michael Schneider (314) 727-5454
Mesirow Financial - Gary Prestipino (312) 595-6750
Stifel, Nicolaus & Co. - Richard Hilgert (314) 342-2258
ANNUAL SHAREHOLDERS' MEETING
SPARTECH Corporation's Annual Shareholders' Meeting will be held on
Wednesday, March 12, 1997 at the Pierre Laclede Conference Center, 7733 Forsyth
Boulevard, Clayton, Missouri 63105 at 10:00 a.m. A formal notice of the meeting,
together with a Proxy Statement, will be mailed before the meeting to
shareholders entitled to vote.
REPORT ON FORM 10-K
The Company will provide, without charge to any shareholder, a copy of
its 1996 Report on Form 10-K as filed with the Securities and Exchange
Commission. Requests should be directed to:
Investor Relations
Attention: Randy Martin
SPARTECH Corporation
7733 Forsyth Blvd. Suite 1450
Clayton, MO 63105-1817
Fax: (314) 721-1447
http://www.spartech.com/
Page 28
EXHIBIT 21
SPARTECH CORPORATION
SUBSIDIARIES OF REGISTRANT
Legal Entity DBA Incorporation
Atlas Alchem Plastics, Inc. Spartech Plastics DE
Spartech Compounding
The Resin Exchange, Inc. Spartech Compounding MO
Resin Exchange
Franklin Burlington, Inc. Spartech Compounding DE
Spartech Vy-Cal Plastics
Alchem Plastics, Inc. Spartech Plastics DE
Alchem Plastics Corporation Spartech Plastics GA
Spartech Plastics, Inc. Spartech Plastics DE
Portage Industries
Spartech Industries, Inc Hamelin Industries DE
Spartech Canada, Inc. GM Plastics New Brunswick, CAN
Genpak
Hamelin Enterprises
Korlin
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included or incorporated by reference in this
Form 10-K for the year ended November 2, 1996 into the Company's
previously filed Registration Statements on Form S-8 File Numbers 33-20437
and 33-61322.
/S/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
January 10, 1997
EXHIBIT 24
SPARTECH CORPORATION AND SUBSIDIARIES
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Bradley B. Buechler his true
and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to act for him and in his name, place and stead,
in any and all capacities to sign this annual report on Form 10-K of
SPARTECH Corporation and Subsidiaries for fiscal year ending November
2, 1996, and any and all amendments thereto and to file the same with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Dated: January 3, 1997 /s/Rodney H. Sellers
Rodney H. Sellers
Director
EXHIBIT 24
SPARTECH CORPORATION AND SUBSIDIARIES
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Bradley B. Buechler his true
and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to act for him and in his name, place and stead,
in any and all capacities to sign this annual report on Form 10-K of
SPARTECH Corporation and Subsidiaries for fiscal year ending November
2, 1996, and any and all amendments thereto and to file the same with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Dated: January 5, 1997 /s/Francis J. Eaton
Francis J. Eaton
Director
EXHIBIT 24
SPARTECH CORPORATION AND SUBSIDIARIES
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Bradley B. Buechler his true
and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to act for him and in his name, place and stead,
in any and all capacities to sign this annual report on Form 10-K of
SPARTECH Corporation and Subsidiaries for fiscal year ending November
2, 1996, and any and all amendments thereto and to file the same with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Dated: January 3, 1997 /s/Jackson W. Robinson
Jackson W. Robinson
Director
EXHIBIT 24
SPARTECH CORPORATION AND SUBSIDIARIES
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Bradley B. Buechler his true
and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to act for him and in his name, place and stead,
in any and all capacities to sign this annual report on Form 10-K of
SPARTECH Corporation and Subsidiaries for fiscal year ending November
2, 1996, and any and all amendments thereto and to file the same with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Dated: January 7, 1997 /s/Thomas L. Cassidy
Thomas L. Cassidy
Director
EXHIBIT 24
SPARTECH CORPORATION AND SUBSIDIARIES
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Bradley B. Buechler his true
and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to act for him and in his name, place and stead,
in any and all capacities to sign this annual report on Form 10-K of
SPARTECH Corporation and Subsidiaries for fiscal year ending November
2, 1996, and any and all amendments thereto and to file the same with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Dated: January 6, 1997 /s/W. R. Clerihue
W.R. Clerihue
Director
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