UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended April 4, 2009
or
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o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from
to
Commission File Number 0-50063
MOD-PAC CORP.
(Exact name of registrant as specified in its charter)
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New York State
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16-0957153
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(State or other jurisdiction of
incorporation or organization)
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(IRS employer identification no.)
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1801 Elmwood Avenue, Buffalo, New York
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14207
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(Address of principal executive offices)
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(Zip code)
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Telephone number including area code:
(716) 873-0640
Former name, former address and former fiscal year, if changed since last report
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 or for
such shorter period that the registrant was required to file such reports, and (2) has been subject
to such filing requirements for the past 90 days.
Yes
þ
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes
o
No
þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or smaller reporting company. See definitions of large accelerated filer,
accelerated filer and smaller reporting company in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
o
No
þ
The number of shares outstanding of each class of common stock as of April 4, 2009 were:
Common Stock, $0.01 par value 2,789,669 shares
Class B Common Stock, $0.01 par value 640,462 shares
MOD-PAC CORP.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
MOD-PAC CORP.
Consolidated Balance Sheets
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(dollars in thousands)
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April 4,
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December 31,
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2009
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2008
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(Unaudited)
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Current assets:
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Cash and cash equivalents
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$
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135
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$
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200
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Trade accounts receivable, net of allowance of
$156 in 2009 and $170 in 2008
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4,863
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4,750
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Inventories
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4,339
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4,313
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Prepaid expenses
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547
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357
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Total current assets
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9,884
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9,620
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Property, plant and equipment, at cost
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68,998
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68,707
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Less accumulated depreciation
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(47,991
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)
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(47,116
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Net property, plant and equipment
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21,007
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21,591
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Other assets
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1,394
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1,340
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Totals assets
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$
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32,285
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$
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32,551
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Current liabilities:
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Current maturities of long-term debt
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$
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171
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$
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168
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Accounts payable
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2,542
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3,222
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Accrued expenses
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501
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581
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Line of credit, current
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2,100
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Total current liabilities
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5,314
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3,971
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Line of credit, long-term
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1,000
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Long-term debt
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2,369
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2,413
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Other liabilities
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38
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37
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Deferred income taxes
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118
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Total liabilities
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$
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7,721
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$
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7,539
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Shareholders equity:
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Common stock, $.01 par value
Authorized 20,000,000 shares, issued
3,440,367 in 2009, 3,439,347 in 2008
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34
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34
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Class B common stock, $.01 par value
Authorized 5,000,000 shares, issued
640,462 in 2009, 641,482 in 2008
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7
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7
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Additional paid-in capital
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2,471
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2,385
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Retained earnings
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28,267
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28,801
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30,779
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31,227
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Less treasury shares, at cost 650,698 in 2009
and 2008
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(6,215
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(6,215
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Total shareholders equity
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24,564
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25,012
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Total liabilities and shareholders equity
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$
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32,285
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$
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32,551
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See notes to financial statements.
3
MOD-PAC CORP.
Consolidated Statements of Operations
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(dollars in thousands)
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(Unaudited)
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Three Months Ended
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April 4,
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March 29,
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2009
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2008
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Revenue:
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Net sales
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$
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12,210
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$
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11,467
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Rental income
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116
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110
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Total revenue
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12,326
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11,577
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Costs and Expenses:
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Cost of products sold
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10,906
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10,231
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Selling, general and
administrative expenses
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1,999
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2,056
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Interest expense, net
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63
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52
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Other expense (income)
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11
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(12
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Total costs and expenses
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12,979
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12,327
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Loss before taxes
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(653
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(750
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Income tax benefit
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(120
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(250
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Net loss
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$
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(533
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$
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(500
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Loss per share:
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Basic
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$
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(.16
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$
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(.15
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Diluted
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$
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(.16
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$
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(.15
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See
notes to financial statements.
4
MOD-PAC CORP.
Consolidated Statements of Cash Flows
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(dollars in thousands)
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(Unaudited)
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Three Months Ended
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April 4,
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March 29,
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2009
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2008
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Cash flows from operating activities:
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Net loss
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$
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(533
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)
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$
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(500
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)
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Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
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Depreciation and amortization
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914
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998
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Provision for doubtful accounts
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(5
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(25
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Stock option compensation expense
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85
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80
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Deferred income taxes
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(118
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)
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(251
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Loss on disposal of assets
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24
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Cash flows from changes in operating assets and liabilities
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Accounts receivable
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(108
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(42
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Inventories
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(26
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68
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Prepaid expenses
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(190
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)
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(169
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Other liabilities
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1
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220
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Accounts payable
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(680
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)
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92
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Accrued expenses
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(80
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(276
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)
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Net cash (used in) provided by operating activities
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(716
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195
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Cash flows from investing activities:
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Proceeds from the sale of assets
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6
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Change in other assets
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(69
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)
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(37
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)
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Capital expenditures
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(345
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)
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(670
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)
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Net cash used in investing activities
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(408
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)
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(707
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)
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Cash flows from financing activities:
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Principal payments on long-term debt
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(41
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)
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(11
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)
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Increase in line of credit
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1,100
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700
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Purchase of treasury stock
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(150
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)
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Deferred financing fees
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(5
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Net cash provided by financing activities
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1,059
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534
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Net (decrease) increase in cash and cash equivalents
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(65
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)
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22
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Cash and cash equivalents at beginning of year
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200
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98
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Cash and cash equivalents at end of period
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$
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135
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$
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120
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See notes to financial statements.
5
MOD-PAC CORP.
Notes to Consolidated Financial Statements
Three Months Ended April 4, 2009
1)
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial information. Accordingly,
they do not include all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included and are of a normal recurring
nature. The results of operations for any interim period are not necessarily indicative of results
for the full year. Operating results for the three-month period ended April 4, 2009 are not
necessarily indicative of the results that may be expected for the year ending December 31, 2009.
The balance sheet at December 31, 2008 has been derived from the audited financial statements at
that date, but does not include all of the information and footnotes required by generally accepted
U.S. accounting principles for complete financial statements.
For further information, refer to the financial statements and footnotes thereto included in the
Companys 2008 annual report on Form 10-K.
Revenue is recognized on the accrual basis, which is at the time of shipment of goods or acceptance
at the United States Postal Service.
2)
Stock-Based Compensation
MOD-PAC CORP. established a Stock Option Plan that authorized the issuance of 800,000 shares of
Common Stock for the purpose of attracting and retaining executive officers and key employees, and
to align managements interests with those of the shareholders of MOD-PAC CORP. The options must
be exercised no more than ten years from the grant date and vest over up to a five-year period.
The exercise price for the options is equal to the fair market value of the common stock at the
date of grant.
MOD-PAC CORP. established the Directors Stock Option Plan that authorized the issuance of 200,000
shares of Common Stock for the purpose of attracting and retaining the services of experienced and
knowledgeable outside directors, and to align their interest with those of its shareholders. The
options must be exercised no more than ten years from the grant date and vest after six months.
The exercise price for the options is equal to the fair market value at the date of grant.
The Company uses a straight-line method of attributing the value of stock-based compensation
expense, subject to minimum levels of expense, based on vesting. Stock compensation expense
recognized during the period is based on the value of the portion of shared-based payment awards
that is ultimately expected to vest during the period.
The fair value of stock options granted was estimated on the date of grant using the Black-Scholes
option-pricing model. The weighted average fair value of the options was $1.08 and $2.27 for
options granted during the three months ended April 4, 2009 and March 29, 2008, respectively. The
following table provides the range of assumptions used to value stock options granted during the
three months ended April 4, 2009 and March 29, 2008.
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Three Months Ended
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April 4,
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March 29,
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2009
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2008
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Expected volatility
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75
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%
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39
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%
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Risk-free rate
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2.0
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%
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2.9
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%
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Expected dividends
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0
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%
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0
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%
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Expected term (in years)
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5.5
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5.5
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To determine expected volatility, the Company uses historical volatility based on weekly closing
prices of its Common Stock since the Companys spin-off from Astronics Corporation in March 2003.
The risk-free rate is based on the United States Treasury yield curve at the time of grant for the
appropriate term of the options granted. Expected dividends are based on the Companys history and
expectation of dividend payouts. The expected term of stock options is based on vesting schedules,
expected exercise patterns and contractual terms.
6
A summary of the Companys stock option activity and related information for the three months ended
April 4, 2009 is as follows:
(aggregate intrinsic value in thousands)
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Weighted
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Aggregate
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Average
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Intrinsic
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Options
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Exercise Price
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Value
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Outstanding at January 1, 2009
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537,009
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$
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7.33
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$
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67
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Options granted
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30,000
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1.68
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Options forfeited
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(14,180
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)
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5.22
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Outstanding at April 4, 2009
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552,829
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|
$
|
7.07
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|
$
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Exercisable at April 4, 2009
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331,589
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$
|
9.23
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$
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The aggregate intrinsic value in the preceding table represents the total pretax option holders
intrinsic value, based on the Companys closing stock price of Common Stock of $1.49 as of April 4,
2009, which would have been received by the option holders had all option holders with an exercise
price less than the market price been exercised as of that date. The intrinsic value of options
exercised is based on the Companys closing stock price of common stock as of the date the option
is exercised. There were no options exercised in the first quarter of 2009. The Companys current
policy is to issue additional new shares upon exercise of stock options.
The fair value of options vested since December 31, 2008 is $26 thousand. At April 4, 2009, total
compensation costs related to non-vested awards not yet recognized was $312 thousand which will be
recognized over a weighted average period of 1.29 years.
The following is a summary of weighted average exercise prices and contractual lives for
outstanding and exercisable stock options as of April 4, 2009:
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Outstanding
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Exercisable
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Weighted
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Weighted
|
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|
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Average
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Weighted
|
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Average
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Weighted
|
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Remaining
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Average
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Remaining
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Average
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Exercise Price
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|
|
Life
|
|
|
Exercise
|
|
|
|
|
|
|
Life in
|
|
|
Exercise
|
|
Range
|
|
Shares
|
|
|
in Years
|
|
|
Price
|
|
|
Shares
|
|
|
Years
|
|
|
Price
|
|
$1.68 to $5.62
|
|
|
214,659
|
|
|
|
8.6
|
|
|
$
|
2.76
|
|
|
|
55,659
|
|
|
|
2.7
|
|
|
$
|
5.46
|
|
$6.22 to $8.44
|
|
|
148,919
|
|
|
|
6.0
|
|
|
$
|
7.72
|
|
|
|
119,719
|
|
|
|
5.3
|
|
|
$
|
7.81
|
|
$10.00 to $11.73
|
|
|
132,474
|
|
|
|
6.8
|
|
|
$
|
10.79
|
|
|
|
99,874
|
|
|
|
6.6
|
|
|
$
|
10.91
|
|
$12.41 to $15.54
|
|
|
56,777
|
|
|
|
5.0
|
|
|
$
|
13.01
|
|
|
|
56,337
|
|
|
|
5.0
|
|
|
$
|
13.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
552,829
|
|
|
|
7.1
|
|
|
$
|
7.07
|
|
|
|
331,589
|
|
|
|
5.2
|
|
|
$
|
9.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3)
Inventories
Inventories are stated at the lower of cost or market, cost being determined in accordance with the
first-in, first-out method. Inventories are as follows:
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Three months ended
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
April 4,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Finished goods
|
|
$
|
2,620
|
|
|
$
|
2,671
|
|
Work in progress
|
|
|
277
|
|
|
|
238
|
|
Raw material
|
|
|
1,442
|
|
|
|
1,404
|
|
|
|
|
|
|
|
|
Total inventory
|
|
$
|
4,339
|
|
|
$
|
4,313
|
|
|
|
|
|
|
|
|
7
4)
Product Line Net Sales
Product line net sales are as follows:
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Three months ended
|
|
|
|
April 4,
|
|
|
March 29,
|
|
|
|
2009
|
|
|
2008
|
|
Folding cartons:
|
|
|
|
|
|
|
|
|
Custom folding cartons
|
|
$
|
8,491
|
|
|
$
|
6,952
|
|
Stock packaging
|
|
|
2,174
|
|
|
|
2,544
|
|
|
|
|
|
|
|
|
Folding cartons sub-total
|
|
|
10,665
|
|
|
|
9,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print services:
|
|
|
|
|
|
|
|
|
Specialty print and direct mail
|
|
|
772
|
|
|
|
988
|
|
Personalized
|
|
|
773
|
|
|
|
983
|
|
|
|
|
|
|
|
|
Print services sub-total
|
|
|
1,545
|
|
|
|
1,971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
12,210
|
|
|
$
|
11,467
|
|
|
|
|
|
|
|
|
5)
Loss Per Share
The following table sets forth the computation of loss per share:
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except for per share data)
|
|
|
|
Three months ended
|
|
|
|
April 4,
|
|
|
March 29,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(533
|
)
|
|
$
|
(500
|
)
|
|
|
|
|
|
|
|
Basic and diluted loss per share weighted average shares
|
|
|
3,430
|
|
|
|
3,446
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share
|
|
$
|
(.16
|
)
|
|
$
|
(.15
|
)
|
|
|
|
|
|
|
|
There was no effect for stock options that were dilutive for the three months ended April 4, 2009
and March 29, 2008, since the Company had a net loss in both periods.
6)
Income Taxes
The Companys effective tax rate for the first quarter of 2009 was 18.3%. This benefit was less
than the statutory income tax rate, primarily as a result of the Company recording a valuation
allowance related to its net operating loss carry-forward. The valuation allowance was recorded
due to the uncertainty with respect to utilizing this deferred tax asset in the future associated
with the net operating loss carry-forward based on the trend of operating losses. The effective
tax rate for the first quarter of 2008 was 33.3%.
The Companys continuing practice is not to recognize interest and/or penalties related to income
tax matters in income tax expense. As of April 4, 2009, the Company had no amounts accrued related
to uncertain tax positions. The tax years 2006, 2007, and 2008 remain open to examination by the
major state taxing jurisdictions to which the Company is subject.
7)
Capital Structure
The Companys Class B stock is fully convertible into Common stock on a one-for-one basis at no
cost. During the first three months of 2009, 1,020 shares of Class B stock were converted to Common
stock.
8
8)
Information Regarding Industry Segments
The Company operates as one reporting segment. The Companys customer base is comprised of
companies and individuals throughout the United States and North America and is diverse in both
geographic and demographic terms. The format of the information used by the Companys President and
CEO is consistent with the reporting format used in the Companys 2008 Form 10-K and other external
information.
9)
Line of Credit
The Company has access to a $5.0 million committed line of credit with a commercial bank, which
expires in March 2010. At April 4, 2009, $2.1 million was borrowed and an additional $0.2 million
was in use through standby letters of credit. Interest on the line of credit is either LIBOR plus
150 basis points or the prime rate plus 50 basis points, at the Companys option.
10)
Recent Accounting Pronouncement
In December 2007, the FASB Statement 141R, Business Combinations (SFAS 141R) was issued. SFAS
141R replaces SFAS 141. SFAS 141R requires the acquirer of a business to recognize and measure the
identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the
acquiree at fair value. SFAS 141R also requires transactions costs related to the business
combination to be expensed as incurred. SFAS 141R applies prospectively to business combinations;
the effective date for the Company is January 1, 2009. The impact of SFAS 141R on future business
combinations cannot currently be determined.
9
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
REVENUE
For the first quarter of 2009 total revenue was $12.3 million compared with $11.6 million in 2008,
an increase of 6.5%. The custom folding carton product line sales were $8.5 million compared with
$7.0 million in the first quarter of 2008. The increase was mainly due to substantial growth with
one large existing customer and sales to one large new customer. Sales of the Companys stock
packaging product line were $2.2 million compared with $2.5 million in the first quarter of 2008,
down 14.5% primarily due to weakness in general business conditions. First quarter 2009 specialty
print and direct mail sales decreased 21.9% to $0.8 million compared with sales of $1.0 million in
the first quarter of 2008. The decrease was primarily due to one-time sales in 2008 to a custom
folding carton customer and general soft market conditions. Personalized print sales for the first
quarter of 2009 were $0.8 million compared with $1.0 million in 2008, a decrease of 21.4%, mainly
due to weakness in general business conditions.
EXPENSES AND MARGINS
Gross margin was 11.5% for the first quarter of 2009, relatively unchanged from 11.6% in the first
quarter of 2008. The first quarter 2009 gross margin was positively affected by increased
operational leverage due to increased sales, but was offset by weaker sales mix and lower waste
sales due to a drop in the recycled paper board market.
Selling, general, and administrative costs decreased 2.8% to $2.0 million in the first quarter of
2009 from $2.1 million during the same period in the prior year. This slight decrease was driven
primarily by lower professional service and advertising costs, offset partially by higher
depreciation expense.
TAXES
The Companys effective tax rate for the first quarter of 2009 was 18.3%. This benefit was less
than the statutory income tax rate, primarily as a result of the Company recording a valuation
allowance related to its net operating loss carry-forward. The valuation allowance was recorded
due to the uncertainty with respect to utilizing this deferred tax asset in the future associated
with the net operating loss carry-forward based on the trend of operating losses. This impacted
net loss unfavorably by $0.1 million in the first quarter of 2009. Excluding this adjustment, the
effective tax rate would have been 32.3%, which is consistent with our expectations. The effective
tax rate for the first quarter of 2008 was 33.3%.
NET LOSS AND LOSS PER SHARE
The net loss for the first quarter of 2009 was $0.5 million, relatively unchanged from the first
quarter of 2008. This loss was due to the fluctuations discussed above. Diluted loss per share
was $0.16 in the first quarter of 2009 and $0.15 in the first quarter of 2008.
LIQUIDITY
Cash and cash equivalents were $0.1 million at April 4, 2009, a slight decrease from the $0.2
million balance at December 31, 2008.
The Company has access to a $5.0 million committed line of credit with a commercial bank, which
expires in March 2010. At April 4, 2009, $2.1 million was borrowed and an additional $0.2 million
was in use through standby letters of credit. The borrowed amount is an increase of $1.1 million
from the balance at December 31, 2008. Interest on the line of credit is either LIBOR plus 150
basis points or the prime rate plus 50 basis points at the Companys option.
The increase in the amount outstanding under the line of credit in the first quarter was primarily
the result of capital expenditures and working capital requirements to meet customer demands.
Accounts payable declined $0.7 million during the first three months of 2009 primarily due to
timing of payments.
Capital expenditures driven primarily by productivity improvement investments, for the first three
months of 2009 were $0.3 million compared with $0.7 million for the first three months of 2008.
Depreciation and amortization for the first three months of 2009 was $0.9 million compared with
$1.0 million in the same period last year.
The Company believes that cash, cash equivalents and the line of credit, are sufficient to meet
cash requirements for operations, capital expenditures and debt service for the balance of 2009.
The Companys management is beginning the process of negotiation to renew or replace the existing line of credit that is due
to expire in the first quarter of 2010.
10
There were no shares repurchased by the Company during the first three months of 2009. The Company
has authorization to repurchase 75,885 shares at April 4, 2009. The closing price of the Companys
stock at April 4, 2009 was $1.49. At this price, the repurchase of 75,885 shares would require
$113,069.
COMMITMENTS
The Company has commitments for items that it purchases in the normal on-going affairs of the
business. The Company is not aware of any obligations in excess of normal market conditions, or of
any long-term commitments that would have a material adverse affect on its financial condition.
MARKET RISK
There has been no significant change in market risks since December 31, 2008.
As a result of short cycle times, the Company does not have any long-term commitments to purchase
production raw materials or sell products that would present significant risks due to price
fluctuations. Raw paper stock is available to us from multiple domestic sources; as a result, we
believe the risk of supply interruptions due to such things as strikes at the source of supply or
to failures in logistics systems are limited.
Risks due to fluctuation in interest rates are not material to the Company at April 4, 2009 because
of our limited exposure to floating rate debt.
Since May of 2003, over 90% of the Companys power needs are met through natural gas. The Company
has investigated supply contracts of various lengths and currently it has supply arrangements for
fixed prices on approximately 100% of its estimated usage through September 2009 and approximately
60% of its estimated usage from October 2009 through October 2010. Historically, the price of
natural gas has fluctuated widely. Although the Company is concerned about cost, its main concern
is availability. The Company monitors the availability of natural gas, considering such factors as
amount in storage, gas production data and transportation data, so that it can take appropriate
action if concerns about availability occur. The Company has investigated and tested a back-up
power source in the form of a rented transportable diesel-powered generator. Although such
generators are generally available, the Company cannot be assured that a generator adequate to meet
the Companys needs would be available if and when such need should arise.
We have no foreign operations, nor do we transact any business in foreign currencies. Accordingly,
we have no foreign currency market risks.
The market risk that the Company was exposed to at December 31, 2008 was generally the same as
described above.
CRITICAL ACCOUNTING POLICIES
There have been no changes in critical accounting policies in the current year from those disclosed
in our 2008 Form 10-K.
11
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report are forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995. All forward-looking statements involve
risks and uncertainties. All statements contained herein that are not clearly historical in nature
are forward-looking, and the word anticipate, believe, expect, estimate, project, and
similar expressions are generally intended to identify forward-looking statements. Any forward
looking statement contained herein, in press releases, written statements or other documents filed
with the Securities and Exchange Commission, or in MOD-PACs communications and discussions with
investors and analysts in the normal course of business through meetings, webcasts, phone calls and
conference calls, regarding expectations with respect to sales, earnings, cash flows, operating
efficiencies, product and market channel expansions, capacity utilization and expansion, and
repurchase of capital stock, are subject to known and unknown risks, uncertainties and
contingencies. Many of these risks, uncertainties, and contingencies are beyond our control, and
may cause actual results, performance or achievements to differ materially from anticipated
results, performance or achievements. Factors that might affect such forward-looking statements
include, among other things:
|
|
|
Overall economic and business conditions;
|
|
|
|
The demand for MOD-PACs goods and services;
|
|
|
|
Customer acceptance of the products and services MOD-PAC provides;
|
|
|
|
Competitive factors in print and print services and folding cartons industries;
|
|
|
|
Changes in tax requirements (including tax rate changes, new tax laws and revised tax
law interpretations);
|
|
|
|
The availability and costs of natural gas supplies in Western New York State;
|
|
|
|
The internal and external costs of compliance with laws and regulations such as Section
404 of the Sarbanes-Oxley Act of 2002; and
|
|
|
|
Litigation against the Company.
|
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
See Market Risk in Item 2, above.
Item 4T.
Controls and Procedures
The Companys management, with the participation of the Companys President and Chief Executive
Officer, and Chief Operating Officer and Chief Financial Officer, has evaluated the effectiveness
of the Companys disclosure controls and procedures as defined in Rules 13a 15(e) and 15(d) -
15(e) of the Securities Exchange Act of 1934, as of April 4, 2009. Based on that evaluation, the
Companys President and Chief Executive Officer, and Chief Operating Officer and Chief Financial
Officer concluded that the Companys disclosure controls and procedures were effective as of April
4, 2009. There were no changes in the Companys internal control over financial reporting during
the first quarter of 2009 that have materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.
12
PART II OTHER INFORMATION
Item 1.
Legal Proceedings
There are no material pending legal proceedings to which the Registrant or any of its
subsidiaries is a party or of which any of their property is the subject.
Item 1A
.
Risk Factors
There has been no significant change to the risk factors disclosed in our Annual Report
on Form 10-K for the year ended December 31, 2008.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Total Number
|
|
|
(d) Maximum Number
|
|
|
|
(a) Total
|
|
|
|
|
|
|
of Shares (or Units)
|
|
|
(or Approximate Dollar
|
|
|
|
Number of
|
|
|
|
|
|
|
Purchased as Part
|
|
|
Value) of Shares (or
|
|
|
|
Shares
|
|
|
(b) Average Price
|
|
|
of Publicly
|
|
|
Units) that May Yet Be
|
|
|
|
(or Units)
|
|
|
Paid per Share
|
|
|
Announced Plans
|
|
|
Purchased Under the
|
|
Period
|
|
Purchased
|
|
|
(or Unit)
|
|
|
or Programs
|
|
|
Plans or Programs
|
|
January 1 January 31,
2009
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
75,885
|
|
February 1
February
28, 2009
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
75,885
|
|
March 1 April 4, 2009
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
75,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
75,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 3.
Defaults Upon Senior Securities
Not applicable.
Item 4.
Submission of Matters to a Vote of Securities Holders
Not applicable.
Item 5.
Other Information
Not applicable.
Item 6.
Exhibits
|
|
|
Exhibit 31.1
|
|
Section 302 Certification President and Chief Executive Officer
|
|
|
|
Exhibit 31.2
|
|
Section 302 Certification Chief Operating Officer and Chief Financial Officer
|
|
|
|
Exhibit 32.1
|
|
Certification of President and Chief Executive Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit 32.2
|
|
Certification of Chief Operating Officer and Chief Financial Officer pursuant to
18 U.S.C. Section 1350 as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.
|
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
MOD-PAC CORP.
|
|
|
(Registrant)
|
|
Date: May 6, 2009
|
By:
|
/s/ David B. Lupp
|
|
|
|
David B. Lupp
|
|
|
|
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
|
|
14
EXHIBIT INDEX
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
Exhibit 31.1
|
|
Section 302 Certification President and Chief Executive Officer
|
|
|
|
Exhibit 31.2
|
|
Section 302 Certification Chief Operating Officer and Chief Financial Officer
|
|
|
|
Exhibit 32.1
|
|
Certification of president and Chief Executive Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit 32.2
|
|
Certification of Chief Operating Officer and Chief Financial Officer pursuant to
18 U.S.C. Section 1350 as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.
|
15
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