Spartech Corporation Announces Second Quarter Fiscal 2005 Results ST. LOUIS, June 7 /PRNewswire-FirstCall/ -- Spartech Corporation (NYSE: SEH) announced today its operating results for its second quarter ended April 30, 2005. Second Quarter 2005 Highlights: * Net sales increased by 31% to $377.7 million for the quarter, prior year acquisition contributing 11% * Net loss for the quarter of $80 thousand * Operating earnings for the quarter of $6.3 million, negatively impacted by $10.4 million Fixed Asset Charge and $7.6 million Restructuring & Exit Costs, compared to $28.1 million in the prior year quarter * Cash flow provided by operations for the quarter totaled $22.3 million, favorably impacted by better management of working capital, compared to $1.5 million in the prior year quarter * Earnings guidance for the second half of 2005 reduced to a range of 39 cents to 44 cents per diluted share * New leadership team, with depth in operating skills, focused on completing plan to integrate and enhance operations Overview of Results Sales for the second quarter of 2005 were $377.7 million, a 31% increase compared to the same period in 2004. This total represents a record quarterly sales level for the Company that was aided by an 11% increase from the late 2004 acquisition of VPI and a strong price/mix impact following the significant resin price increases over the last twelve months. Operating earnings reported for the second quarter of 2005 were $6.3 million compared to $28.1 million in the prior year second quarter. Included in operating earnings for the quarter was $18.0 million of special charges related to a complete physical inventory of our fixed assets of $10.4 million and plant restructuring activities of $7.6 million ($17.5 million of these special items were non-cash asset write offs). A net loss of $80 thousand was reported for the second quarter of 2005 with no diluted earnings per share. Net earnings, excluding special items of $11.3 million after tax, were $.35 per diluted share for the second quarter of 2005. Net earnings for the comparable period of 2004 were $13.5 million or $.41 per diluted share. Refer to the GAAP to Non-GAAP financial measurements reconciliations at the end of this release. Commenting on the results, Mr. George A. Abd, President and CEO, stated, "While our operational performance in the second quarter improved significantly from the first quarter of this year, the results remained disappointing. Components of the performance were affected by external and internal factors. Externally, while resin prices saw some decreases late in the second quarter from the peak levels early in the period, we still experienced resin prices on average between 30-40% higher than the comparable prior year period. Some of the resin price reductions are related to slowing demand in certain markets, namely automotive, recreation & leisure and film. While the packaging market remained strong for us, it was not as strong as expected coming into the quarter, and building & construction was also slightly weaker than expected. The key internal factor affecting performance remained the conversion costs of our business. The conversion costs per pound sold in the second quarter of 2005 were $0.013 per pound higher than the same period last year. These costs did improve by $0.02 per pound compared to our first quarter, but a renewed and vigorous attention to cost control and reduction is necessary, combined with the benefits of the plant consolidations announced on February 8, 2005, to reach the conversion cost levels at which our business should be operating. This is not a short term project but will be central to the mission of the Company going forward." Mr. Abd further stated, "I am disappointed that a weakness in internal controls existed that resulted in the identification of over $7 million dollars of incorrectly accounted-for fixed assets. The process has been completed to identify, inventory and tag all of our fixed assets, and procedures have been put in place to periodically examine all of the Company's fixed assets moving forward. These errors mostly related to past plant shutdowns and asset transfers, and new procedures should help to prevent this issue from occurring again. This weakness was identified as a result of our Sarbanes-Oxley compliance process and the sufficiency of our efforts to remediate the weakness will be tested and audited as we move forward. We have made substantial progress in implementing the announced plant restructurings to sell two businesses and consolidate several plants. Both of these events had a significant impact on our operating results for the quarter and we have provided a table summary of these activities and the underlying operating results by segment for comparison at the end of this release. Despite these interruptions and the changes in management during the second quarter of 2005, the operating results excluding the special items did represent a solid improvement over the first quarter of 2005. This is a good basis upon which to begin improving in the remainder of this year, but unacceptable as we move forward. Our focus will be on creating the world class cost structure necessary to realize the profit potential that exists within our Company. To that end we are focused on reducing costs in all areas of our business beginning at the top of the organization and will therefore be terminating the lease of our corporate jet in the third quarter." Segment Results Custom Sheet & Rollstock-Net sales in our Custom Sheet & Rollstock segment were $238.1 million in the second quarter of fiscal 2005, an increase of 30% from the $183.4 million produced in the same three month period of 2004. This sales increase was attributable to our late fiscal 2004 acquisition of VPI (8%), the impact of price/mix changes driven mostly by increases in resin prices (19%), and internal volume growth (3%). This growth in pounds sold was primarily driven by strong demand in the Packaging and Sign & Advertising markets. The decrease in the segment's operating earnings reflects the special items. The segment's operating earnings excluding special items declined $1.8 million or 9% due to higher conversion costs which included write downs of inventory and operating losses for operations held for sale that were not classified as special of $.5 million. The special items included in this segment included $3.0 million of restructuring and exit costs (primarily property, plant and equipment and goodwill impairment write downs on four operations held for sale) and $6.5 million for fixed asset charges. (In Millions) Second Quarter First Six Months 2005 2004 2005 2004 Net Sales $ 238.1 $ 183.4 $ 427.8 $ 338.8 Operating Earnings, excluding Special Items $ 19.3 $ 21.1 $ 26.9 $ 35.6 Operating Earnings $ 9.8 $ 21.1 $ 17.5 $ 35.6 Color & Specialty Compounds -- The Company's Color & Specialty Compounds group saw its sales increase sharply to $113.4 million or 36% greater than last year's $83.2 million. Approximately 22% of this increase was the result of the Company's VPI acquisition, with 22% driven by price/mix changes, and an 8% decline in internal growth. The decline in internal pounds sold reflects a decrease in sales of toll-compound material to one customer in the electronics market and special-order sales to another customer that occurred in the second quarter of 2004 but did not recur in the current year quarter. Excluding the decrease in sales volume to these two customers, internal volume grew 2%. The decrease in the segment's operating earnings reflects the special items. Operating earnings excluding special items declined by about 4% due to higher conversion costs including freight and utilities increases. The special items included in this segment included $2.7 million of restructuring and exit costs (consisting of property, plant and equipment impairment write downs on two properties held for sale) and $1.7 million for fixed asset charges. (In Millions) Second Quarter First Six Months 2005 2004 2005 2004 Net Sales $ 113.4 $ 83.2 $ 210.5 $ 154.5 Operating Earnings, excluding Special Items $ 7.2 $ 7.5 $ 12.9 $ 13.7 Operating Earnings $ 2.8 $ 7.5 $ 8.5 $ 13.7 Engineered Products -- Our Engineered Products segment (formerly the Molded & Profile Products segment, see caption later in this release) produced its second consecutive quarterly sales increase of 20% or more in the second quarter of 2005-$26.1 million compared to $21.0 million in last year's second quarter. New customers in Lawn & Garden added by the Wheels unit produced the bulk of this increase. The decrease in the segment's operating earnings reflects the special items. Operating earnings, totaling $1.8 million for the group, was significantly better than our first quarter 2005 performance of $.6 million but still behind last year's comparable quarter and well behind our expectations as costs related to the start-up delays and the ramp-up of new production capacity were higher than expected. Some of the benefit of better efficiencies with the new customers will now push into 2006 as we are moving out of the build season for this market. The special items included in this segment included $1.9 million of restructuring and exit costs (primarily property, plant and equipment, goodwill impairments, and severance costs related to three operations held for sale or disposed of during the second quarter of 2005) and $1.6 million for fixed asset charges. (In Millions) Second Quarter First Six Months 2005 2004 2005 2004 Net Sales $ 26.1 $ 21.0 $ 43.9 $ 35.8 Operating Earnings, excluding Special Items $ 1.8 $ 2.6 $ 2.4 $ 3.8 Operating Earnings $ (1.7) $ 2.6 $ (1.1) $ 3.8 Cash Flow Performance Cash provided by operating activities was $22.3 million in the second quarter of 2005 due to focused efforts to collect vendor rebates, a decrease in inventory balances by $5.9 million from the end of the first quarter of 2005 by reducing pre-buys, and an increase in trade payables. These favorable changes were somewhat offset by higher accounts receivable with the seasonally higher sales in the second quarter of 2005. Cash flow from operations for the second quarter of 2005 was $20.8 million better than the same three month period in 2004. We have placed aggressive goals on our operating regions for further improvement in cash flow. Special Items As part of our Sarbanes-Oxley compliance efforts, we initiated a complete physical count of the Company's property, plant and equipment in the first quarter of fiscal 2005. Reconciliation of these counts to our books and records during the second quarter of 2005 resulted in a $7.8 million write off of equipment that no longer physically existed. We believe the cause of the $7.8 million in non-existing equipment was mostly related to transactions for plant shutdowns and transfers of equipment between plants. While the Company is not under the rules which require management to identify material weaknesses in its internal controls until October 29, 2005, the control issue over property, plant and equipment would be considered a material weakness in our internal controls. Due to the number of transactions, passage of time since many of them occurred, and the weaknesses in documentation and controls over these activities, we cannot specifically identify or allocate these asset write offs to distinct fiscal years with any certainty. We have taken corrective actions to institute new policies and procedures for the tracking of equipment disposals and transfers of equipment between plants, including periodic physical inventories of our property, plant and equipment at each location. During our count process, we also identified equipment that exists, but we have decided to liquidate. Our decision to liquidate these assets resulted in a $2.6 million fixed asset impairment charge. This impairment charge combined with the non-existing assets write off noted above is presented as a total non-cash fixed asset charge on the income statement of $10.4 million for the second quarter of 2005. In the second quarter of fiscal 2005, the Company initiated several operational changes to enhance short-term operating performance and longer term operating efficiencies. The plan involved the closing and sale of certain plant facilities segregated into three categories: (i) the elimination of non-core operations, (ii) the consolidation of capacity for similar operations, and (iii) the transfer of synergistic or new business to other existing operations. The effect of the plan is to reduce our operations by seven facilities with a cost of implementing these changes of approximately $7.6 million in the second quarter of fiscal 2005. The charge was comprised of $5.7 million of non-cash property, plant and equipment write-downs, $1.4 million of non-cash write-downs for goodwill impairment and $.5 million of cash restructuring charges. The property, plant and equipment write-downs represent the charges incurred to write-down the related assets to fair market value, less costs to sell. Cash restructuring charges represent severance, equipment move, relocation, and clean-up related costs. Collectively these special items resulted in $18.0 million of charges in the second quarter of 2005 ($17.5 million of these items were non-cash asset write offs). Subsequent Events On May 26, 2005, we entered into a Retirement Agreement and Release (Retirement Agreement) with the former Chairman, President, and Chief Executive Officer of the Company, Bradley B. Buechler. The Retirement Agreement includes various terms and conditions pertaining to payments and benefits paid to Mr. Buechler under this Retirement Agreement that will result in a charge to our operating earnings in the third quarter of fiscal 2005 of $3.7 million, including $.8 million of non-cash expenses. In May 2005, we made a decision to sell an operating line that had been recently added to the Color & Specialty Compound segment that is expected to result in a non-cash fixed asset impairment charge of approximately $3.5 million in the third quarter of 2005. This decision was made possible as a result of the late 2004 VPI acquisition and analysis of the capabilities and capacity within the newly acquired facility. We are continuing to evaluate the Company's other operations which may lead to further plant restructuring decisions, related exit costs, and property, plant and equipment write downs for opportunities where additional short and longer term efficiencies are deemed to be achievable. Any such charges would be recorded when those decisions are made and a plan is initiated. We also decided to terminate the lease on our Company airplane, which will result in termination fees and selling expenses of $.8 million, but savings in operating costs of $1.0 million annually upon disposal. Finally, we estimate that an additional $.7 million of restructuring and exit costs will be incurred relating to the completion of the plant consolidations that have been previously announced. Collectively these actions are estimated to result in approximately $8.7 million of special charges in the third quarter of 2005 ($4.3 million of non-cash expenses). Earnings Guidance Our guidance for the Company's second half earnings per diluted share is $.39 to $.44 after the effect of an estimated $.17 per diluted share in charges from the subsequent events noted above or $.56 to $.61 per diluted share before the effect of these special items. Our revised guidance considers the effect of the actual results and activities during the first half of fiscal 2005 and recent signals of demand weakness in some of the key markets we serve. We have factored into our guidance stable to slightly down economic trends as well as the significance of the time and effort involved in our short term restructuring efforts during the remainder of this fiscal year. Finally, our guidance is also based upon a projection of continued losses from operations that we are attempting to sell during the remainder of 2005. Non-GAAP Measures Management believes that operating earnings, net income, and earnings per share excluding special items, which are non-GAAP measurements, are meaningful to investors because they provide a view of the Company with respect to ongoing operating results. Special items (fixed asset charges and restructuring & exit costs) represent significant charges that are important to an understanding of the Company's overall operating results in the periods presented. Such non-GAAP measurements are not recognized in accordance with generally accepted accounting principles (GAAP) and should not be viewed as an alternative to GAAP measures of performance. A reconciliation of GAAP measurements to non-GAAP can be found at the end of this release. Engineered Products Name Change In conjunction with this release, we are announcing that our Molded & Profile Products group will now be called the Engineered Products group. The group will include four business units: Spartech Industries, Spartech Marine, Spartech Townsend, and Spartech Profiles. These businesses use technology, design and support services to provide a diverse set of customers with solutions engineered to meet their product needs such as: wheels for the lawn and garden markets; doors, windscreens and cabinets for the marine market; and products for the medical market. The managers of these businesses will report to Executive Vice President of Sheet and Engineered Products, Steven Ploeger, as do the two new Spartech Plastics Sheet Vice Presidents announced on May 31. Spartech Corporation is a leading producer of engineered thermoplastic materials, polymeric compounds and concentrates, and engineered product solutions, which following its recently announced plant restructuring plan, will have 43 facilities located throughout the United States, Canada, Mexico, and Europe, with annual production capacity of more than 1.4 billion pounds and sales of approximately $1.2 billion, annually. Safe Harbor For Forward-Looking Statements Statements in this Form 10-Q that are not purely historical, including statements which express the Company's belief, anticipation or expectation about future events, are forward-looking statements. Forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from such statements. In addition to the risk factors discussed in Item 1 (Business, under the headings Raw Materials, Seasonality, Competition, Government Regulation and Environmental Matters, and International Operations) of the Company's 2004 Annual Report on Form 10-K other important factors which have impacted 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; the Company's leverage and such restrictions could limit its ability to respond to changing business or economic conditions, inability to meet debt obligations when due could impair its ability to finance operations and could result in default; (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. If we are unable to achieve the anticipated synergies, the interest and other expenses from our acquisitions could exceed the net income we derive from the acquired operations, which could reduce our net income. (3) Our products are sold in a number of end markets which tend to be cyclical in nature, including Transportation, Building and Construction, Bath/Pool and Spa, and Electronics and Appliances. A downturn in one or more of these end markets could have a material adverse effect on our sales and operating profit; and (4) Our implementation of planned restructurings will impact our ability to realize estimated cost savings. The actual cost savings may differ from our estimates depending upon the level of success of the implementation. SPARTECH CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (Unaudited and dollars in thousands, except per share amounts) QUARTER ENDED SIX MONTHS ENDED Apr. 30, May 1, Apr. 30, May 1, 2005 2004 2005 2004 Net Sales $377,658 $287,591 $682,170 $529,054 Costs and Expenses Cost of sales 333,046 243,879 609,142 451,919 Selling and administrative 18,941 15,055 35,816 29,085 Fixed Asset Charge 10,386 -- 10,386 -- Restructuring & Exit Costs 7,619 -- 7,619 -- Amortization of intangibles 1,414 607 2,672 1,201 371,406 259,541 665,635 482,205 Operating Earnings 6,252 28,050 16,535 46,849 Interest 6,378 6,175 12,852 12,505 Earnings (Loss) Before Income Taxes (126) 21,875 3,683 34,344 Income Taxes (46) 8,356 945 13,119 Net Earnings (Loss) $ (80) $ 13,519 $ 2,738 $ 21,225 Net Earnings (Loss) Per Common Share: Basic $ ( -- ) $ .42 $ .09 $ .69 Diluted $ ( -- ) $ .41 $ .08 $ .68 Dividends Per Common Share $ .12 $ .11 $ .24 $ .22 SPARTECH CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (Dollars in thousands) ASSETS Apr. 30, 2005 Oct. 30, 2004 (unaudited) Current Assets Cash and equivalents $ 10,752 $ 48,954 Receivables, net 220,285 188,427 Inventories 153,750 142,035 Prepaids and other 16,989 20,718 Total Current Assets 401,776 400,134 Property, Plant and Equipment 320,234 330,745 Goodwill, net 358,159 361,957 Other Intangible Assets, net 43,861 43,967 Other Assets 19,807 12,811 Total Assets $1,143,837 $1,149,614 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Current maturities of long-term debt $ 18,313 $ 18,027 Accounts payable 130,845 116,386 Accrued liabilities 41,945 44,223 Total Current Liabilities 191,103 178,636 Long-Term Debt 445,893 456,064 Deferred taxes and other long-term liabilities 98,711 97,182 Shareholders' Equity 408,130 417,732 Total Liabilities and Shareholders' Equity $1,143,837 $1,149,614 SPARTECH CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Unaudited and dollars in thousands) SIX MONTHS ENDED Apr. 30, 2005 May 1, 2004 Cash Flows from Operating Activities Net earnings $ 2,738 $ 21,225 Adjustments to reconcile net earnings to net cash provided by operating activities: Fixed Asset Charge 10,386 -- Restructuring & Exit Costs 7,163 -- Depreciation and amortization 20,739 16,968 Change in current assets and liabilities, net of the effects of acquisitions (27,339) (40,047) Other, net (3,503) 104 Net cash provided by (used for) operating activities 10,184 (1,750) Cash Flows from Investing Activities Capital expenditures (23,233) (12,514) Business acquisition (1,224) (1,418) Outsourcing acquisition -- (8,999) Net cash used for investing activities (24,457) (22,931) Cash Flows from Financing Activities Bank credit facility (payments)/ borrowings, net (9,830) (27,203) Issuance of common stock -- 60,922 Payments on bonds and leases (579) (64) Cash dividends on common stock (7,713) (6,763) Stock options exercised 970 2,079 Treasury stock acquired (6,846) (172) Net cash (used for)/provided by financing activities (23,998) 28,799 Effect of exchange rate changes on cash and equivalents 69 7 (Decrease)/Increase in Cash and Equivalents (38,202) 4,125 Cash and Equivalents at Beginning of Period 48,954 3,779 Cash and Equivalents at End of Period $ 10,752 $ 7,904 SPARTECH CORPORATION (In Thousands, Unaudited) Management believes that operating earnings, net income, and earnings per share excluding special items, which are non-GAAP measurements, are meaningful to investors because they provide a view of the Company with respect to ongoing operating results. Special items (fixed asset charges and restructuring costs) represent significant charges that are important to an understanding of the Company's overall operating results in the periods presented. Such non-GAAP measurements are not recognized in accordance with generally accepted accounting principles (GAAP) and should not be viewed as an alternative to GAAP measures of performance. The following reconciles GAAP to Non-GAAP measures for operating earnings, net income, and earnings per share excluding special items used within this release. Three Months Ended Six Months Ended April 30, May 1, April 30, May 1, 2005 2004 2005 2004 Operating Earnings (GAAP) $ 6,252 $ 28,050 $ 16,535 $ 46,849 Fixed Asset Charge 10,386 -- 10,386 -- Restructuring & Exit Costs 7,619 -- 7,619 -- Operating Earnings Excluding Special Items (Non-GAAP) $ 24,257 $ 28,050 $ 34,540 $ 46,849 Net Earnings (Loss) (GAAP) $ (80) $ 13,519 $ 2,738 $ 21,225 Fixed Asset Charge 6,543 -- 6,543 -- Restructuring & Exit Costs 4,800 -- 4,800 -- Net Earnings Excluding Special Items (Non-GAAP) $ 11,263 $ 13,519 $ 14,081 $ 21,225 Earnings (Loss) Per Diluted Share $ (--) $ .41 $ .08 $ .68 Fixed Asset Charge, net of tax .20 -- .20 -- Restructuring & Exit Costs, net of tax .15 -- .15 -- Earnings (Loss) Per Diluted Share Excluding Effect of Special Items (Non-GAAP) $ .35 $ .41 $ .43 $ .68 DATASOURCE: Spartech Corporation CONTACT: George A. Abd, President and Chief Executive Officer, +1-314-721-4242, or Randy C. Martin, Executive Vice President and Chief Financial Officer, +1-314-721-4242, both of Spartech Corporation Web site: http://www.spartech.com/

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