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: July 3, 2010
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
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16-0957153
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. 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 office)
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(Zip Code)
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(716) 873-0640
(Registrants telephone number, including area code)
(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
o
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
o
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Smaller reporting company
þ
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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 3, 2010 was:
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Common Stock, $0.01 par value
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2,808,130 shares
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Class B Common Stock, $0.01 par value
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623,420 shares
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MOD-PAC CORP.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
2
PART I FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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MOD-PAC CORP.
CONSOLIDATED BALANCE SHEET
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(Unaudited)
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(dollars in thousands)
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July 3, 2010
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December 31, 2009
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Current assets:
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Cash and cash equivalents
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$
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2,873
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$
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3,780
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Accounts receivable
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5,122
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4,975
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Allowance for doubtful accounts
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(106
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)
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(155
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)
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Net accounts receivable
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5,016
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4,820
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Inventories
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4,248
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4,258
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Prepaid expenses
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618
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297
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Total current assets
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12,755
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13,155
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Property, plant and equipment, at cost:
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Land
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1,170
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1,170
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Buildings and equipment
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12,406
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12,389
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Machinery and equipment
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49,891
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49,129
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Construction in progress
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902
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990
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64,369
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63,678
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Less accumulated depreciation
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(49,348
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)
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(48,262
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)
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Net property, plant and equipment
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15,021
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15,416
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Assets held for sale
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63
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171
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Other assets
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477
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459
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Totals assets
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$
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28,316
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$
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29,201
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Current liabilities:
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Current maturities of long-term debt
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$
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109
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$
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202
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Accounts payable
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1,929
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2,567
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Accrued expenses
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591
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803
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Total current liabilities
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2,629
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3,572
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Long-term debt
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2,014
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2,292
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Other liabilities
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26
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38
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Total liabilities
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4,669
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5,902
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Shareholders equity:
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Common stock, $.01 par value, authorized 20,000,000 shares,
issued 3,458,828 in 2010, 3,453,863 in 2009
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35
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35
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Class B common stock, $.01 par value, authorized 5,000,000
shares, issued 623,420 in 2010, 628,385 in 2009
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6
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6
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Additional paid-in capital
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2,936
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2,654
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Retained earnings
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26,885
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26,819
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29,862
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29,514
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Less treasury stock at cost, 650,698 shares in 2010 and 2009
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(6,215
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(6,215
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)
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Total shareholders equity
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23,647
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23,299
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Total liabilities and shareholders equity
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$
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28,316
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$
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29,201
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See accompanying notes to financial statements
3
MOD-PAC CORP.
CONSOLIDATED STATEMENT OF OPERATIONS
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(Unaudited)
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Six Months Ended
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Three Months Ended
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July 3,
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July 4,
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July 3,
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July 4,
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(in thousands, except per share data)
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2010
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2009
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2010
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2009
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Revenue:
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Net sales
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$
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23,268
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$
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23,281
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$
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11,384
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$
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11,071
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Rental income
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269
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258
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137
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142
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Total revenue
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23,537
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23,539
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11,521
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11,213
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Costs and expenses:
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Cost of products sold
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19,768
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21,663
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9,547
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10,756
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Selling, general and administrative expenses
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3,657
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3,958
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1,880
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1,960
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Write-down of impaired assets
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2,175
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2,175
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Income (loss) from operations
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112
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(4,257
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)
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94
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(3,678
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)
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Interest expense
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(104
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)
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(130
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)
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(52
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)
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(67
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)
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Other income
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72
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11
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8
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22
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Income (loss) before taxes
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80
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(4,376
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)
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50
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(3,723
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)
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Income tax expense (benefit)
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14
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(120
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)
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4
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Net income (loss)
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$
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66
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$
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(4,256
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)
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$
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46
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$
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(3,723
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)
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Income (loss) per share:
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Basic
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$
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0.02
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$
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(1.24
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)
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$
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0.01
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$
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(1.09
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)
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Diluted
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$
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0.02
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$
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(1.24
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)
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$
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0.01
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$
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(1.09
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)
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See accompanying notes to financial statements
4
MOD-PAC CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
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(Unaudited)
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Six Months Ended
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(in thousands)
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July 3, 2010
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July 4, 2009
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Cash flows from operating activities:
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Net income (loss)
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$
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66
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$
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(4,256
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)
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Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
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Depreciation and amortization
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1,374
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1,869
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Provision for doubtful accounts
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(34
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)
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39
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Stock option compensation expense
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282
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|
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169
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Deferred income taxes
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(118
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)
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Write-down of impaired assets
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2,175
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(Gain) loss on disposal of assets
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(33
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)
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24
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Cash flows from changes in operating assets and liabilities:
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|
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|
|
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Accounts receivable
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(162
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)
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63
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|
Inventories
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10
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|
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|
120
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Prepaid expenses
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|
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(321
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)
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|
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(164
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)
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Other liabilities
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(12
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)
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15
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Accounts payable
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|
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(638
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)
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(417
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)
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Accrued expenses
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(212
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)
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|
|
(1
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)
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Net cash provided by (used in) operating activities
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|
320
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(482
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)
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Cash flows from investing activities:
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Proceeds from the sale of assets
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131
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|
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|
6
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Change in other assets
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(5
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)
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|
|
(74
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)
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Capital expenditures
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|
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(965
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)
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|
(702
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)
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|
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|
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Net cash used in investing activities
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|
(839
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)
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|
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(770
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)
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|
|
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|
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Cash flows from financing activities:
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|
|
|
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Principal payments on long-term debt
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|
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(371
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)
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|
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(82
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)
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Deferred financing fees
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|
|
(17
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)
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|
|
|
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Increase in line of credit
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|
|
|
|
|
|
1,300
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Net cash (used in) provided by financing activities
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|
|
(388
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)
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|
|
1,218
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net decrease in cash and cash equivalents
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|
|
(907
|
)
|
|
|
(34
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)
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|
|
|
|
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Cash and cash equivalents at beginning of year
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|
3,780
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|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Cash and cash equivalents at end of period
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|
$
|
2,873
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|
|
$
|
166
|
|
|
|
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|
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|
See accompanying notes to financial statements
5
MOD-PAC CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JULY 3, 2010
(unaudited)
1)
Basis of Presentation
The Registrant, MOD-PAC CORP., is referred to in this Quarterly Report on Form 10-Q as
MOD-PAC, the Company or in the nominative we or the possessive our.
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 six-month period ended July
3, 2010 are not necessarily indicative of the results that may be expected for the year ending
December 31, 2010.
The balance sheet at December 31, 2009 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 2009 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)
Recent Accounting Pronouncements
In February 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Update (Update) 2010-09, Subsequent Events (Topic 855) Amendments to Certain Recognition
and Disclosure Requirements. Update 2010-09 removes the requirement for SEC filers to disclose
the date through which an entity has evaluated subsequent events. However, the disclosure
exemption does not relieve management of an SEC filer from its responsibility to evaluate
subsequent events through the date on which financial statements are issued. Update 2010-09
became effective for the Company for the fourth quarter of 2009. The adoption of the provisions
of the Update did not have a material impact on the Companys consolidated financial statements.
3)
Product Line Net Sales
Product line net sales are as follows:
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|
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Six months ended
|
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Three months ended
|
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July 3,
|
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|
July 4,
|
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|
July 3,
|
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|
July 4,
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(in thousands)
|
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2010
|
|
|
2009
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2010
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|
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2009
|
|
Folding cartons:
|
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|
|
|
|
|
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|
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|
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Custom folding catrons
|
|
$
|
17,715
|
|
|
$
|
16,480
|
|
|
$
|
9,036
|
|
|
$
|
7,989
|
|
Stock packaging
|
|
|
3,994
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|
|
|
3,649
|
|
|
|
1,492
|
|
|
|
1,475
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Folding cartons sub-total
|
|
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21,709
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|
|
20,129
|
|
|
|
10,528
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|
|
|
9,464
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|
Print services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personalized
|
|
|
1,559
|
|
|
|
1,633
|
|
|
|
856
|
|
|
|
860
|
|
Specialty print and direct mail
|
|
|
|
|
|
|
1,519
|
|
|
|
|
|
|
|
747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print services sub-total
|
|
|
1,559
|
|
|
|
3,152
|
|
|
|
856
|
|
|
|
1,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23,268
|
|
|
$
|
23,281
|
|
|
$
|
11,384
|
|
|
$
|
11,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the second quarter of 2009, the Company rationalized its product lines and exited the
specialty print and direct mail business.
6
4)
Income (Loss) Per Share
The following table sets forth the computation of income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
Three months ended
|
|
|
|
July 3,
|
|
|
July 4,
|
|
|
July 3,
|
|
|
July 4,
|
|
(in thousands, except per share data)
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Net income (loss)
|
|
$
|
66
|
|
|
$
|
(4,256
|
)
|
|
$
|
46
|
|
|
$
|
(3,723
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share weighted
average shares
|
|
|
3,432
|
|
|
|
3,430
|
|
|
|
3,432
|
|
|
|
3,430
|
|
Net effect of diluted stock options
|
|
|
143
|
|
|
|
|
|
|
|
143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share weighted
average shares
|
|
|
3,575
|
|
|
|
3,430
|
|
|
|
3,575
|
|
|
|
3,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share
|
|
$
|
0.02
|
|
|
$
|
(1.24
|
)
|
|
$
|
0.01
|
|
|
$
|
(1.09
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share
|
|
$
|
0.02
|
|
|
$
|
(1.24
|
)
|
|
$
|
0.01
|
|
|
$
|
(1.09
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5)
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)
|
|
July 3, 2010
|
|
|
December 31, 2009
|
|
Finished goods
|
|
$
|
2,182
|
|
|
$
|
2,788
|
|
Work in progress
|
|
|
272
|
|
|
|
327
|
|
Raw material
|
|
|
1,794
|
|
|
|
1,143
|
|
|
|
|
|
|
|
|
Total inventory
|
|
$
|
4,248
|
|
|
$
|
4,258
|
|
|
|
|
|
|
|
|
6)
Income Taxes
The Companys effective tax rate for the second quarter and first six months of 2010 was 8.0%
and 17.3%, respectively. Tax expense for the second quarter and first six months of 2010
related solely to federal and state minimum taxes as a result of utilization of available net
operating loss carry-forwards for which a valuation allowance was recorded. The effective tax
rate for the second quarter and first six months of 2009 was 0% and 2.8%, respectively. 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 Companys continuing practice is not to recognize interest and/or penalties related to
income tax matters in income tax expense. As of July 3, 2010, the Company had no amounts accrued
related to uncertain tax positions. The tax years 2007, 2008, and 2009 remain open to
examination by the major taxing jurisdictions to which the Company is subject.
7)
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.
7
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 $4.12
and $1.08 for options granted during the six months ended July 3, 2010 and July 4, 2009,
respectively. The following table provides the range of assumptions used to value stock options
granted during the six months ended July 3, 2010 and July 4, 2009.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
July 3, 2010
|
|
|
July 4, 2009
|
|
Expected volatility
|
|
|
82
|
%
|
|
|
75
|
%
|
Risk-free rate
|
|
|
2.5
|
%
|
|
|
2.0
|
%
|
Expected dividends
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected term (in years)
|
|
|
5.5
|
|
|
|
5.5
|
|
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.
A summary of the Companys stock option activity and related information for the six months
ended July 3, 2010 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
|
|
|
|
Exercise
|
|
|
Intrinsic
|
|
(aggregate intrinsic value in thousands)
|
|
Options
|
|
|
Price
|
|
|
Value
|
|
Outstanding at January 1, 2010
|
|
|
630,829
|
|
|
$
|
6.77
|
|
|
$
|
398
|
|
Options granted
|
|
|
20,000
|
|
|
|
6.03
|
|
|
|
|
|
Options forfeited
|
|
|
(1,114
|
)
|
|
|
6.76
|
|
|
|
|
|
Options expired
|
|
|
(17,049
|
)
|
|
|
6.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at July 3, 2010
|
|
|
632,666
|
|
|
$
|
6.76
|
|
|
$
|
382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at July 3, 2010
|
|
|
509,566
|
|
|
$
|
7.16
|
|
|
$
|
299
|
|
|
|
|
|
|
|
|
|
|
|
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 $4.33 as of July
3, 2010, 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 six months of 2010.
The Companys current policy is to issue additional new shares upon exercise of stock options.
The fair value of options vested since December 31, 2009 is $27 thousand. At July 3, 2010, total
compensation costs related to non-vested awards not yet recognized was $239 thousand which will
be recognized over a weighted average period of 2.5 years.
8
The following is a summary of weighted average exercise prices and contractual lives for
outstanding and exercisable stock options as of July 3, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
Exercise Price
|
|
|
|
|
|
Life in
|
|
|
Exercise
|
|
|
|
|
|
|
Life in
|
|
|
Exercise
|
|
Range
|
|
Shares
|
|
|
Years
|
|
|
Price
|
|
|
Shares
|
|
|
Years
|
|
|
Price
|
|
$1.68 to $5.62
|
|
|
292,045
|
|
|
|
8.0
|
|
|
$
|
3.25
|
|
|
|
223,445
|
|
|
|
7.7
|
|
|
$
|
3.28
|
|
$6.03 to $8.44
|
|
|
151,370
|
|
|
|
6.0
|
|
|
$
|
7.66
|
|
|
|
109,470
|
|
|
|
5.0
|
|
|
$
|
8.02
|
|
$10.00 to $11.73
|
|
|
132,474
|
|
|
|
5.6
|
|
|
$
|
10.79
|
|
|
|
119,874
|
|
|
|
5.5
|
|
|
$
|
10.82
|
|
$12.41 to $15.54
|
|
|
56,777
|
|
|
|
3.8
|
|
|
$
|
13.01
|
|
|
|
56,777
|
|
|
|
3.8
|
|
|
$
|
13.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
632,666
|
|
|
|
6.6
|
|
|
$
|
6.76
|
|
|
|
509,566
|
|
|
|
6.1
|
|
|
$
|
7.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8)
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 six months of 2010, 4,965 shares of Class B stock were converted to
Common stock.
9)
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 2009 Form 10-K and other
external information.
10)
Financial Instruments
The Companys financial instruments consist primarily of cash and cash equivalents, accounts
receivable, accounts payable and long-term debt. The carrying value of the Companys accounts
receivable and accounts payable approximate fair value due to the short-term nature of the
instruments. The recorded amounts for long-term debt approximate fair value based on current
market rates of similar instruments.
11)
Long-Term Debt
Long-term debt includes the following:
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
July 3, 2010
|
|
|
December 31, 2009
|
|
Capital lease obligations:
|
|
|
|
|
|
|
|
|
Building due in 2023; bears interest at 10%;
payable monthly
|
|
$
|
1,800
|
|
|
$
|
1,800
|
|
Equipment
|
|
|
71
|
|
|
|
90
|
|
|
|
|
|
|
|
|
|
|
|
1,871
|
|
|
|
1,890
|
|
Less estimated current maturities
|
|
|
(29
|
)
|
|
|
(35
|
)
|
|
|
|
|
|
|
|
Capital lease obligations long-term
|
|
|
1,842
|
|
|
|
1,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
Equipment loans
|
|
|
171
|
|
|
|
513
|
|
Other
|
|
|
81
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
252
|
|
|
|
604
|
|
Less estimated current maturities
|
|
|
(80
|
)
|
|
|
(167
|
)
|
|
|
|
|
|
|
|
Loans long-term
|
|
|
172
|
|
|
|
437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
2,014
|
|
|
$
|
2,292
|
|
|
|
|
|
|
|
|
9
12)
Assets Under Capital Leases Included in Property, Plant and Equipment
Assets under capital leases included in property, plant and equipment are summarized as follows:
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
July 3, 2010
|
|
|
December 31, 2009
|
|
Land
|
|
$
|
400
|
|
|
$
|
400
|
|
Building
|
|
|
4,148
|
|
|
|
4,148
|
|
Equipment
|
|
|
89
|
|
|
|
89
|
|
|
|
|
|
|
|
|
|
|
|
4,637
|
|
|
|
4,637
|
|
Less accumulated depreciation
|
|
|
(998
|
)
|
|
|
(894
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets under capital leases
|
|
$
|
3,639
|
|
|
$
|
3,743
|
|
|
|
|
|
|
|
|
13)
Long-Lived Assets
Long-lived assets, including acquired identifiable intangible assets, are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount of those assets
may not be recoverable. An impairment loss is recognized if the carrying amount of a long-lived
asset or asset group is not recoverable and exceeds its fair value. The carrying amount of a
long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted
cash flows expected to result from the use and eventual disposition of the asset or asset group.
That assessment is based on the carrying amount of the asset or asset group at the date tested.
An impairment loss is measured as the amount by which the carrying amount of a long-lived asset
or asset group exceeds its fair value which is based upon estimated future discounted cash
flows.
Based on this testing, no asset impairment charges were recognized in the first six months of
2010. The Company recognized asset impairment charges in the second quarter of 2009 of $2.2
million.
14)
Rationalization of Product Lines
In the second quarter of 2009, the Company rationalized its product lines in order to capitalize
on its growing position in the custom folding cartons product line. The Company recorded
charges of approximately $2.1 million related to this rationalization in the consolidated
statements of operations in June 2009.
The Company has not incurred any additional costs associated with this rationalization in the
first six months of 2010 and does not expect to incur additional costs in the future. As of
July 3, 2010, no accrued liabilities associated with this rationalization are recorded on the
consolidated balance sheet.
15)
Assets Held for Sale
As a result of the Companys rationalization of its product lines in the second quarter of 2009,
the Company has presented $63 thousand in specialty print and direct mail equipment as assets as
held for sale as of July 3, 2010. The presentation of assets held for sale is based on
managements committed plan and related actions to sell these assets.
The reported fair value of these assets held for sale is considered to be level three within the
fair value hierarchy as established by ASC 820
Fair Value Measurements
. Level three is
defined as inputs for which significant valuation assumptions are unobservable in a market and
therefore value is based on the best available data, some of which is internally developed and
considers risk premiums that a market participant would require.
10
16)
Write-down of Impaired Assets
As a result of the Companys rationalization of its product lines and managements change of
plans regarding the use of its Blasdell, NY facility, the Company recognized a write-down of
impaired assets during the second quarter of 2009 which was included in operating income as
follows:
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
Specialty print and direct mail assets/equipment
|
|
$
|
1,933
|
|
Blasdell, NY facility
|
|
|
242
|
|
|
|
|
|
Total write-down of impaired assets
|
|
$
|
2,175
|
|
|
|
|
|
There were no write-downs of impaired assets included in operating income in the first six
months of 2010.
17)
Line of Credit
The Company has access to a $3.0 million line of credit with a commercial bank which expires
June 9, 2013. Interest on the line of credit is based on LIBOR plus 2.75%, with an interest
floor of 3.35%. At July 3, 2010, $0.2 million was in use through a standby letter of credit and
there was no balance drawn on the line. The amount of the line of credit that was unused and
available to the Company at July 3, 2010 was $2.8 million.
11
|
|
|
Item 2.
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
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);
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Fluctuation in costs of natural gas supplies in Western New York State;
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The internal and external costs of compliance with laws and regulations such as Section
404 of the Sarbanes-Oxley Act of 2002; and
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Litigation against the Company.
|
OVERVIEW
In the first six months of 2010, we continue to focus our resources on our growing custom
folding carton line. We expect that we can be more effective in sales and marketing in this
product line with a more concentrated approach. Our custom folding carton customers are
generally in the healthcare, confectionary, food and food service, and automotive industries,
including private label manufacturers. Our expertise in this market is our ability to run,
on-demand, the specific quantities required by our customers as opposed to doing long runs and
creating inventory and obsolescence challenges either for our customers or ourselves. As a
result, we do not require minimum print orders and are more flexible than most printers in
addressing our customers needs. This capability has served extremely well for our private
label customers who may have several of the same carton requirements with varying print
requirements for their customers. In the second quarter of 2009, we made a strategic decision
to rationalize our product lines and exit the commercial print market. As a result of the
rationalization, we have begun to and expect to continue to realize significant improvement in
operating performance as we had not realized the results that we had anticipated in the
commercial print market.
We also plan to continue developing our stock packaging and personalized print product lines.
Our stock packaging line serves primarily private confectionaries and, therefore is seasonal in
nature and driven by the economy. Nonetheless, we believe that we are a leader in this market
with over 4,000 customers that we serve around the world.
Our personalized print product line is focused on its store, catalog and web sales. Because we
provide products such as personalized dinner and cocktail napkins, small boxes for sundries at
events, and other celebration type items both for the retail and corporate markets, this product
line is heavily impacted by economic downturns. In personalized print where we compete with
much larger companies, we have developed a strong brand as
Krepe-Kraft
among event planners and
wedding coordinators. Our website,
www.partybasics.com
, has had some success, and we also
provide our products to third-party webstores as well.
REVENUE
For the second quarter of 2010, total revenue was $11.5 million compared with $11.2 million in
2009, an increase of 2.7%. The custom folding carton product line sales were $9.0 million
compared with $8.0 million in the second quarter of 2009. The 13.1% increase was mainly due to
substantial new business with a large existing customer, and increased waste sales due to
improved market conditions, offset partially by decreased business with several existing
customers. Sales of the Companys stock packaging product line were $1.5 million in second
quarter of 2010, up slightly from the second quarter of 2009. Personalized print sales for the
second quarter of 2010 were $0.9 million, relatively unchanged from the same period in 2009.
There were no specialty print and direct mail sales in the second quarter of 2010 due to the
product line rationalization that took place at the end of the second quarter of 2009. Specialty
print and direct mail sales were $0.7 million in the second quarter of 2009.
For the first six months of 2010, total revenue was $23.5 million, virtually unchanged from the
first six months of 2009. The custom folding cartons product line sales were $17.7 million
compared with $16.5 million in 2009. The increase of 7.5% was mainly due to substantial new
business with a large existing customer and increased waste sales due to improved market
conditions. Sales of the Companys stock packaging product line were $4.0 million, compared
with $3.6 million in the prior year, an increase of 9.5% mainly due to improved general business
conditions. Personalized print sales for the first six months of 2010 were $1.6 million, a
decrease of 4.5% compared to the in the same period of 2009, primarily due to continued soft
market conditions. There were no specialty print and direct mail sales in the first six months
of 2010 due to the product line rationalization that took
place at the end of the second quarter of 2009. Specialty print and direct mail sales were $1.5
million in the first six months of 2009.
EXPENSES AND MARGINS
Gross margin was 17.1% for the second quarter of 2010, an improvement from 4.1% in the second
quarter of 2009. The second quarter 2010 gross margin was positively affected by decreases in
material costs, labor costs, repairs and maintenance costs, utilities costs, and depreciation
expense as well as higher waste sales due to an improvement in the recycled paper board market.
Included in the second quarter of 2009 cost of sales, was $134 thousand in expenses related to
the Companys rationalization of the specialty print and direct mail product lines in the second
quarter of 2009.
12
Selling, general, and administrative (SG&A) costs decreased 4.1% to $1.9 million in the second
quarter of 2010 from $2.0 million during the same period in the prior year. This improvement was
driven primarily by lower labor costs, offset partially by increased professional service costs
and stock option expense. Included in the second quarter of 2009 SG&A, was $65 thousand in
workforce reduction costs that were the result of the Companys rationalization of the specialty
print and direct mail product lines in the second quarter of 2009. Also included in prior year
operating expense was $2.2 million that was associated with the write-down of impaired assets in
the second quarter of 2009. This impairment resulted from the Companys rationalization of the
specialty print and direct mail product line in the second quarter of 2009 and the write-down of
its Blasdell, NY facility to fair market value based on expected selling prices net of costs to
sell.
Gross margin was 16.0% for the first six months of 2010, compared to 8.0% for the same period of
2009. The improvement from the prior year is mainly due to decreases in material costs, labor
costs, repairs and maintenance costs, utilities costs and depreciation expense. Included in the
second quarter of 2009 cost of sales, was $134 thousand in expenses related to the Companys
rationalization of the specialty print and direct mail product lines in the second quarter of
2009.
SG&A costs decreased 7.6% to $3.7 million in the first six months of 2010 from $4.0 million
during the same period in the prior year. This decrease was driven primarily by lower labor
costs, slightly offset by higher stock option expense. Included in the first six months of 2009
SG&A, was $65 thousand in workforce reduction costs that were the result of the Companys
rationalization of the specialty print and direct mail product lines in the second quarter of
2009. Also included in prior year operating expense was $2.2 million that was associated with
the write-down of impaired assets in the second quarter of 2009. This impairment resulted from
the Companys rationalization of the specialty print and direct mail product line in the second
quarter of 2009 and the write-down of its Blasdell, NY facility to fair market value based on
expected selling prices net of costs to sell.
TAXES
The Companys effective tax rate for the second quarter and first six months of 2010 was 8.0%
and 17.3%, respectively. Tax expense for the second quarter and first six months of 2010
related solely to federal and state minimum taxes as a result of utilization of available net
operating loss carry-forwards for which a valuation allowance was recorded. The effective tax
rate for the second quarter and first six months of 2009 was 0% and 2.8%, respectively. 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.
NET INCOME/LOSS AND INCOME/LOSS PER SHARE
The net income for the second quarter of 2010 was $46 thousand, compared with a net loss of $3.7
million in the second quarter of 2009. The net income/loss was due to the fluctuations discussed
above. Diluted income per share was $0.01 in the second quarter of 2010 and a loss of $1.09 in
the second quarter of 2009.
The net income for the first six months of 2010 was $66 thousand or $0.02 per diluted share,
compared with a net loss of $4.3 million, or $1.24 per diluted share, in the first six months of
2009. This net income/loss was due to the fluctuations discussed above.
LIQUIDITY
Cash and cash equivalents at July 3, 2010 decreased to $2.9 million from the $3.8 million
balance at December 31, 2009.
The decrease in cash and cash equivalents during the first six months of 2010 was primarily the
result of capital expenditures, pay-down of two equipment loans and working capital
requirements, partially offset by proceeds from the sale of equipment and cash generated from
operations.
Accounts payable declined $0.6 million during the first six months of 2010 primarily due to the
timing of payments.
Prepaid expenses increased $0.3 million during the first six months of 2010 primarily due to
the timing of payments.
Capital expenditures, driven primarily by productivity improvements and system related
investments, for the first six months of 2010 were $1.0 million compared with $0.7 million in
the first six months of 2009. Depreciation and amortization for the first six months of 2010
was $1.4 million compared with $1.9 million in the same period last year.
13
There were no shares repurchased by the Company during the first six months of 2010. The
Company has authorization to repurchase 75,885 shares at July 3, 2010. The closing price of the
Companys stock at July 3, 2010 was $4.33. At this price, the repurchase of 75,885 shares would
require $329 thousand.
The Company has access to a $3.0 million line of credit with a commercial bank which expires
June 9, 2013. Interest on the line of credit is based on LIBOR plus 2.75%, with an interest
floor of 3.35%. At July 3, 2010, $0.2 million was in use through a standby letter of credit and
there was no balance drawn on the line. The Company was in compliance with all applicable
covenants at the end of the second quarter of 2010. The amount of the line of credit that was
unused and available to the Company at July 3, 2010 was $2.8 million.
The Company believes that cash and cash equivalents, which totaled $2.9 million at July 3, 2010,
in combination with cash expected to be generated from operations and the line of credit, will
be adequate for the Company to meet its obligations, working capital requirements and capital
expenditure needs for the balance of 2010.
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, 2009.
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 July 3, 2010
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 60% of its estimated usage through October 2010
and 50% of its estimated usage from November 2010 through October 2011. Historically, the price
of natural gas has fluctuated widely. 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.
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, 2009 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 2009
Form
10-K.
14
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Item 3.
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
See Market Risk in Item 2, above.
|
|
|
Item 4.
|
|
Controls and Procedures
|
(a.)
|
|
Evaluation of Disclosure 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 July 3, 2010. 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 July 3, 2010.
|
|
(b.)
|
|
Changes in Internal Control over Financial Reporting:
|
|
|
|
There were no changes in the Companys internal control over financial reporting during the
first six months of 2010 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
|
15
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.
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, 2009.
|
|
|
Item 2.
|
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
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|
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|
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(d) Maximum
|
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|
|
Number (or
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|
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|
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|
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|
|
(c) Total
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Dollar Value)
|
|
|
|
|
|
|
|
|
|
|
|
Shares (or
|
|
|
of Shares (or
|
|
|
|
|
|
|
|
|
|
|
|
Units)
|
|
|
Units) that May
|
|
|
|
(a) Total
|
|
|
|
|
|
|
Purchased as
|
|
|
Yet Be
|
|
|
|
Number of
|
|
|
|
|
|
Part of Publicly
|
|
|
Purchased
|
|
|
|
Shares (or
|
|
|
b) Average
|
|
|
Announced
|
|
|
Under the
|
|
|
|
Units)
|
|
|
Price Paid per
|
|
|
Plans or
|
|
|
Plans or
|
|
Period
|
|
Purchased
|
|
|
Share (or Unit)
|
|
|
Programs
|
|
|
Programs
|
|
April 4 May 1, 2010
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
75,885
|
|
May 2 May 29, 2010
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
75,885
|
|
May 30 July 3, 2010
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
75,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
75,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 3.
|
|
Defaults Upon Senior Securities
|
Not applicable.
|
|
|
Item 4.
|
|
(Removed and Reserved)
|
|
|
|
Item 5.
|
|
Other Information
|
Not applicable.
|
|
|
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.
|
16
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.
|
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|
|
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|
MOD-PAC CORP.
(Registrant)
|
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|
|
|
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Date: August 5, 2010
|
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|
/s/
David B. Lupp
David B. Lupp
|
|
|
|
|
Chief Operating Officer and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
17
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