SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended January 31, 2005 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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Commission file number 0-14450
AEP Industries Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
22-1916107 (I.R.S. Employer Identification No.) |
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125 Phillips Avenue South Hackensack, New Jersey (Address of principal executive offices) |
07606 (Zip Code) |
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(201) 641-6600 (Registrant's telephone number, including area code) |
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Not Applicable (Former name, former address and former fiscal year, if changed since last report) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Class of Common Stock |
Shares Outstanding at March 4, 2005 |
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|---|---|---|---|
$ |
..01 Par Value |
8,520,222 |
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Item 1. Financial Statements
AEP INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share amounts)
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January 31, 2005 |
October 31, 2004 |
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|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 3,183 | $ | 9,557 | ||||
| Accounts receivable, less allowance for doubtful accounts of $5,962 and $5,836 in 2005 and 2004, respectively | 97,538 | 101,879 | ||||||
| Inventories, net | 93,847 | 80,192 | ||||||
| Deferred income taxes | 5,216 | 5,013 | ||||||
| Other current assets | 11,645 | 9,092 | ||||||
| Assets held for sale | 7,226 | 7,092 | ||||||
| Assets of discontinued operations | 19,763 | 22,285 | ||||||
| Total current assets | 238,418 | 235,110 | ||||||
| PROPERTY, PLANT AND EQUIPMENT, at cost, less accumulated depreciation and amortization of $253,141 in 2005 and $245,139 in 2004 | 174,120 | 172,287 | ||||||
| GOODWILL | 29,348 | 29,693 | ||||||
| DEFERRED INCOME TAXES | 3,273 | 4,116 | ||||||
| OTHER ASSETS | 10,621 | 10,917 | ||||||
| Total assets | $ | 455,780 | $ | 452,123 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
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CURRENT LIABILITIES: |
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| Bank borrowings, including current portion of long-term debt | $ | 26,837 | $ | 27,772 | ||||
| Accounts payable | 58,816 | 65,345 | ||||||
| Accrued expenses | 36,996 | 49,313 | ||||||
| Liabilities of discontinued operations | 18,633 | 19,011 | ||||||
| Total current liabilities | 141,282 | 161,441 | ||||||
| LONG-TERM DEBT | 254,647 | 230,994 | ||||||
| DEFERRED TAX LIABILITY | 2,341 | 2,210 | ||||||
| OTHER LONG-TERM LIABILITIES | 10,495 | 9,119 | ||||||
| Total liabilities | 408,765 | 403,764 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS' EQUITY: | ||||||||
| Preferred stock $1.00 par value; 1,000,000 shares authorized; none issued | | | ||||||
| Common stock $.01 par value; 30,000,000 shares authorized; 10,624,178 and 10,592,125 shares issued in 2005 and 2004, respectively | 106 | 106 | ||||||
| Additional paid-in capital | 98,193 | 97,899 | ||||||
| Treasury stock at cost, 2,187,275 shares in 2005 and 2004 | (48,585 | ) | (48,585 | ) | ||||
| Retained earnings | 4,714 | 11,211 | ||||||
| Accumulated other comprehensive loss | (7,413 | ) | (12,272 | ) | ||||
| Total shareholders' equity | 47,015 | 48,359 | ||||||
| Total liabilities and shareholders' equity | $ | 455,780 | $ | 452,123 | ||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
2
AEP INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands, except per share data)
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For the Three Months Ended January 31, |
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|---|---|---|---|---|---|---|---|---|---|
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2005 |
2004 |
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| NET SALES | $ | 217,389 | $ | 177,742 | |||||
| COST OF SALES | 184,464 | 147,031 | |||||||
| Gross profit | 32,925 | 30,711 | |||||||
| OPERATING EXPENSES | |||||||||
| Delivery | 8,791 | 8,058 | |||||||
| Selling | 9,332 | 9,398 | |||||||
| General and administrative | 8,315 | 6,412 | |||||||
| Total operating expenses | 26,438 | 23,868 | |||||||
| OTHER OPERATING INCOME (EXPENSE) | |||||||||
| Gain (loss) on sales equipment, net | 142 | (3 | ) | ||||||
| Operating income from continuing operations | 6,629 | 6,840 | |||||||
| OTHER INCOME (EXPENSE): | |||||||||
| Interest expense | (6,694 | ) | (6,349 | ) | |||||
| Other, net | (275 | ) | 95 | ||||||
| (6,969 | ) | (6,254 | ) | ||||||
| Income (loss) from continuing operations before provision for income taxes | (340 | ) | 586 | ||||||
| PROVISION FOR INCOME TAXES | 1,080 | 1,329 | |||||||
| Loss from continuing operations | (1,420 | ) | (743 | ) | |||||
| DISCONTINUED OPERATIONS: | |||||||||
| Pre-tax loss from operations | (339 | ) | (270 | ) | |||||
| Loss from disposition | (4,719 | ) | 0 | ||||||
| Income tax provision (benefit) | 19 | (207 | ) | ||||||
| Loss from discontinued operations | (5,077 | ) | (63 | ) | |||||
| Net loss | $ | (6,497 | ) | $ | (806 | ) | |||
| EARNINGS (LOSS) PER COMMON SHAREBASIC AND DILUTED | |||||||||
| Loss from continuing operations | $ | (0.17 | ) | $ | (0.09 | ) | |||
| Loss from discontinued operations | $ | (0.60 | ) | $ | (0.01 | ) | |||
| Total net loss per common share | $ | (0.77 | ) | $ | (0.10 | ) | |||
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For the Three Months Ended January 31, |
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2005 |
2004 |
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| Consolidated Statements of Other Comprehensive Income (Loss): | |||||||||
| Net loss | $ | (6,497 | ) | $ | (806 | ) | |||
| Other comprehensive income: | |||||||||
| Write-off of accumulated foreign currency translation adjustments related to discontinued operations |
2,511 | | |||||||
| Foreign currency translation adjustments | 2,286 | 5,861 | |||||||
| Unrealized gain on cash flow hedges | 62 | 270 | |||||||
| Comprehensive (loss) income | $ | (1,638 | ) | $ | 5,325 | ||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
3
AEP INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
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For the Three Months Ended January 31, |
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2005 |
2004 |
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| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
| Loss from continuing operations | $ | (1,420 | ) | $ | (743 | ) | |||
| Adjustments to reconcile loss from continuing operations to net cash provided by operating activities: | |||||||||
| Depreciation and amortization | 7,519 | 7,695 | |||||||
| Amortization of debt fees | 326 | 326 | |||||||
| ESOP expense | 550 | 442 | |||||||
| Change in LIFO Reserve | 8,103 | 140 | |||||||
| (Gain) loss on sale of equipment | (142 | ) | 3 | ||||||
| Provision for losses on accounts receivable and inventories | 638 | 267 | |||||||
| Change in deferred income taxes | 108 | 385 | |||||||
| Changes in operating assets and liabilities, net of acquisition of businesses: | |||||||||
| Decrease in accounts receivable | 5,132 | 13,547 | |||||||
| Increase in inventories | (21,179 | ) | (6,566 | ) | |||||
| Increase in other current assets | (2,386 | ) | (1,597 | ) | |||||
| (Increase) decrease in other assets | (368 | ) | 1,269 | ||||||
| Decrease in accounts payable | (7,174 | ) | (15,077 | ) | |||||
| Decrease in accrued expenses | (12,247 | ) | (12,011 | ) | |||||
| Increase (decrease) in other long-term liabilities | 168 | (1,320 | ) | ||||||
| Net cash used in operating activities | (22,372 | ) | (13,240 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
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| Capital expenditures | (5,931 | ) | (1,256 | ) | |||||
| Proceeds from sales of equipment | 259 | 71 | |||||||
| Proceeds from sales of net assets held for sale | | 1,609 | |||||||
| Net cash (used in) provided by investing activities | (5,672 | ) | 424 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
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| Net borrowings of credit facility | 23,504 | 15,084 | |||||||
| Repayments of Pennsylvania Industrial Loans | (90 | ) | (88 | ) | |||||
| Net borrowings (repayments) of foreign bank borrowings | (1,712 | ) | 2,915 | ||||||
| Payments for capital leases | (649 | ) | (161 | ) | |||||
| Decrease in restricted cash related to capital lease agreement | 407 | | |||||||
| Proceeds from issuance of common stock | 294 | 291 | |||||||
| Net cash provided by financing activities | 21,754 | 18,041 | |||||||
NET CASH PROVIDED BY/ (USED IN) DISCONTINUED OPERATIONS |
316 |
(1,584 |
) |
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EFFECTS OF EXCHANGE RATE CHANGES ON CASH |
(400 |
) |
(1,964 |
) |
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| Net (decrease) increase in cash | (6,374 | ) | 1,677 | ||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR |
9,557 |
3,784 |
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| CASH AND CASH EQUIVALENTS AT END OF YEAR | $ | 3,183 | $ | 5,461 | |||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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| Cash paid during the period for interest | $ | 11,137 | $ | 10,918 | |||||
| Cash paid during the period for income taxes | $ | 1,168 | $ | 1,448 | |||||
| Capital expenditures related to capital lease | $ | 2,469 | $ | | |||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
4
AEP INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Summary of Significant Accounting Policies
The consolidated financial information included herein has been prepared by the Company without audit, for filing with the U.S. Securities and Exchange Commission pursuant to the rules and regulations of the Commission.
The consolidated financial statements include the accounts of AEP Industries Inc. and its majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. In management's opinion, all adjustments necessary for the fair presentation of the consolidated financial position as of January 31, 2005, the results of operations for the three months ended January 31, 2005 and 2004, and cash flows for the three months ended January 31, 2005 and 2004, have been made. The results of operations for the three months ended January 31, 2005, are not necessarily indicative of the results to be expected for the full year.
Certain prior period amounts related to the discontinued operations of the Company's Spanish, Termofilm (Italy) and French businesses (see Note 11) have been reclassified to conform to the current period's presentation.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended October 31, 2004, filed with the U.S. Securities and Exchange Commission on January 31, 2005.
(2) Earnings Per Share (EPS)
Basic earnings per share ("EPS") are calculated by dividing income (loss) by the weighted average number of shares of common stock outstanding during the period. The number of shares used in such computation for the three months ended January 31, 2005 and 2004, was 8,412,488 and 8,189,206, respectively. Diluted EPS is calculated by dividing income (loss) by the weighted average number of common shares outstanding, adjusted to reflect potentially dilutive securities (options) using the treasury stock method. Because of the losses from continuing operations for the three months ended January 31, 2005 and 2004, the assumed net exercise of stock options in those periods was excluded, as the effect would have been anti-dilutive. At January 31, 2005 and 2004, the Company had 546,455 and 559,987 stock options outstanding, respectively, that could potentially dilute basic earnings per share in future periods that have income from continuing operations.
(3) Inventories
Inventories are stated at the lower of cost (last-in, first-out method for domestic operations and first-in, first-out method for foreign operations and for supplies) or market, include material, labor and manufacturing overhead costs, less vendor rebates, and are comprised of the following:
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January 31, 2005 |
October 31, 2004 |
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(in thousands) |
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| Raw materials | $ | 28,576 | $ | 22,201 | |||
| Finished goods | 65,829 | 58,435 | |||||
| Supplies | 2,215 | 2,146 | |||||
| 96,620 | 82,782 | ||||||
| Less: Inventory reserve | 2,773 | 2,590 | |||||
| Inventories, net | $ | 93,847 | $ | 80,192 | |||
5
The last-in, first-out (LIFO) method was used for determining the cost of approximately 57% and 50% of total inventories at January 31, 2005 and October 31, 2004, respectively. Inventories would have been increased by $18.8 million and $10.7 million at January 31, 2005 and October 31, 2004, respectively, if the first-in first-out (FIFO) method had been used exclusively. Because of the Company's continuous manufacturing process, there is no significant work in process at any point in time.
(4) Other Income (Expense)
For the three months ended January 31, 2005 and 2004, other income (expense), net in the consolidated statements of operations consists of the following:
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For the three months ended January 31, |
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| Income (expense) |
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| 2005 |
2004 |
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(in thousands) |
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| Foreign currency exchange losses | $ | (318 | ) | $ | (10 | ) | |
| Interest income | 62 | 25 | |||||
| Other miscellaneous | (19 | ) | 80 | ||||
| Total | $ | (275 | ) | $ | 95 | ||
(5) Segment and Geographic Information
The Company's operations are conducted within one business segment, the production, manufacture and distribution of plastic packaging products, primarily for the food/beverage, industrial and agricultural markets. The Company operates in three geographical regions, North America, Europe and Asia/Pacific.
Information about the Company's operations (excluding the discontinued operations of the Spanish, French and Termofilm subsidiariesSee Note 11 for further information) by geographical area, with United States and Canada stated separately, for the three months ended January 31, 2005 and 2004, respectively, is as follows:
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North America |
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| For the three months ended January 31, 2005 |
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Asia/ Pacific |
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| United States |
Canada |
Europe |
Total |
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(in thousands) |
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| Salesexternal customers | $ | 135,221 | $ | 11,457 | $ | 34,910 | $ | 35,801 | $ | 217,389 | |||||
| Intersegment sales | 4,898 | 1,187 | | | 6,085 | ||||||||||
| Operating income (loss) from continuing operations | 6,009 | 1,740 | (544 | ) | (576 | ) | 6,629 | ||||||||
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North America |
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| For the three months ended January 31, 2004 |
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Asia/ Pacific |
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| United States |
Canada |
Europe |
Total |
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(in thousands) |
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| Salesexternal customers | $ | 104,573 | $ | 10,027 | $ | 29,222 | $ | 33,920 | $ | 177,742 | |||||
| Intersegment sales | 3,737 | 768 | 31 | | 4,536 | ||||||||||
| Operating income (loss) from continuing operations | 4,865 | 1,821 | (984 | ) | 1,138 | 6,840 | |||||||||
Operating income includes all costs and expenses directly related to the geographical area.
6
(6) Derivative Instruments
The Company operates internationally, giving rise to exposure to market risks from fluctuations in interest rates and foreign exchange rates. To effectively manage these risks, the Company enters into foreign currency forward contracts and interest rate swaps. The Company does not hold or issue derivative financial instruments for trading purposes.
The Company enters into foreign exchange forward contracts to minimize the risks associated with foreign currency fluctuations on asset or liabilities denominated in other than the functional currency of the Company or its subsidiaries. These foreign exchange forward contracts are not accounted for as hedges in accordance with SFAS No. 133, "Accounting for Derivative Investments and Hedging Activities"; therefore any changes in fair value of these contracts are recorded in other income (expense), net in the consolidated statements of operations. These foreign exchange forward contracts are recorded in the consolidated balance sheets at fair value.
The Company records all of its cash flow hedges in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and as amended by SFAS No. 138 and SFAS No. 149. For a derivative designated and qualifying as a cash flow hedge of anticipated foreign currency denominated transactions or interest on debt instruments, the effective portions of changes in the fair value of the derivative are recorded in accumulated comprehensive income (loss) in shareholders' equity and are recognized in net income (loss) when the hedged item affects operations. If the transaction being hedged fails to occur, or if a portion of any derivative is ineffective, the gain or loss on the associated financial instrument is recorded immediately in operations. For the three months period ended January 31, 2005 and 2004, the changes in the net fair value of derivative financial instruments designated as cash flow hedges by the Company was a gain of $62,000 and $270,000, respectively, which is included in accumulated other comprehensive income (loss).
(7) Shareholders' Equity
The Company does not recognize compensation expense relating to employee stock options because options are only granted with an exercise price at least equal to the fair value of the Company's common stock on the effective date of the grant. If the Company had elected to recognize compensation expense using a fair value approach and, therefore, determined the compensation based
7
on the value as determined by the Black-Scholes option pricing model, the pro forma net loss and loss per share would have been as follows:
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For the three months ended January 31, |
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|---|---|---|---|---|---|---|---|---|
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2005 |
2004 |
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(in thousands) |
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| Net loss, as reported | $ | (6,497 | ) | $ | (806 | ) | ||
| Add: Stock-based employee compensation expense included in net loss | | | ||||||
| Deduct: Total stock-based employee compensation determined under fair value based method for all awards, net of tax effects | (167 | ) | (169 | ) | ||||
| Pro forma net loss | $ | (6,664 | ) | $ | (975 | ) | ||
| Earnings per share: | ||||||||
| Basic loss per share, as reported | $ | (0.77 | ) | $ | (0.10 | ) | ||
| Basic loss per share, pro forma | $ | (0.79 | ) | $ | (0.12 | ) | ||
| Diluted loss per share, as reported | $ | (0.77 | ) | $ | (0.10 | ) | ||
| Diluted loss per share, pro forma | $ | (0.79 | ) | $ | (0.12 | ) | ||
The fair value of each option was estimated on the date of grant using the following weighted average assumptions:
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For the three months ended January 31, |
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2005 |
2004 |
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| Risk-free interest rates | 4.22 | % | 4.24 | % | |
| Expected life in years | 7.5 | 7.5 | |||
| cted volatility | 65.63 | % | 67.56 | % | |
| Dividend rate | 0 | % | 0 | % | |
The Company's 1995 Stock Option Plan expired on December 31, 2004. The Company's Board of Directors adopted the AEP Industries Inc. 2005 Stock Option Plan ("2005 Option Plan") and the Company's shareholders approved the 2005 Option Plan at its annual shareholders meeting held on April 13, 2004. The 2005 Option Plan became effective January 1, 2005 and will expire on December 31, 2014. The 2005 Option Plan provides for the granting of incentive stock options ("ISOs") which may be exercised over a period of ten years and the issuance of Stock Appreciation Rights (SARs), restricted stock, performance shares and nonqualified stock options, including fixed annual grants, to non-employee directors. Under the 2005 Option Plan, outside directors receive a fixed annual grant of 1,000 options at the time of the annual meeting of shareholders. The Company has reserved 1,000,000 shares of the Company's common stock for issuance under the 2005 Option Plan. These shares of common stock may be made available from authorized but unissued common stock, from treasury shares or from shares purchased on the open market. The Company issued 2,000 options under this plan as of January 31, 2005.
The Company's 1995 Employee Stock Purchase Plan ("1995 Purchase Plan") provides for an aggregate of 300,000 shares of common stock which have been made available for purchase by eligible employees of the Company, including directors and officers, through payroll deductions over successive six-month offering periods. The purchase price of the common stock under the 1995 Purchase Plan is
8
85% of the lower of the last sales price per share of common stock in the over-the-counter market on either the first or last trading day of each six-month offering period. During the three months ended January 31, 2005 and 2004, 31,925 and 45,859 shares, respectively were purchased by employees pursuant to the 1995 Purchase Plan. The 1995 Purchase Plan expires on June 30, 2005.
The Company's Board of Directors adopted the AEP Industries Inc. 2005 Employee Stock Purchase Plan ("2005 Purchase Plan") and the Company's shareholders approved the 2005 Purchase Plan at its annual shareholders meeting held on April 13, 2004. The 2005 Purchase Plan will become effective July 1, 2005 and will expire on June 30, 2015. The Company has reserved a maximum of 250,000 shares of the Company's common stock which will be made available for purchase by eligible employees, including employee directors and officers under the 2005 Purchase Plan. The 2005 Purchase Plan will operate in the same manner as the 1995 Purchase Plan, as outlined above.
(8) Pension
The Company has defined benefit plans at selected foreign locations. For most salaried employees, benefits under these plans generally are based on compensation and credited service. For most hourly employees, benefits under these plans are based on specified amounts per year of credited service, as defined. The Company funds these plans in amounts actuarially determined or in accordance with the funding requirements of local law and regulations.
The components of net periodic benefit costs for the foreign defined benefit pension plans are as follows:
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For the three months ended January 31, |
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|---|---|---|---|---|---|---|---|---|
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2005 |
2004 |
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(in thousands) |
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| Service cost | $ | 467 | 414 | |||||
| Interest cost | 307 | 285 | ||||||
| Expected return on plan assets | (307 | ) | (246 | ) | ||||
| Employee contributions | (137 | ) | (132 | ) | ||||
| Amortization of prior service cost | 14 | 13 | ||||||
| Amortization of net actuarial loss (gain) | (7 | ) | 5 | |||||
| Net periodic benefit cost | $ | 337 | $ | 339 | ||||
Employer Contributions
As of January 31, 2005, the Company contributed approximately $0.1 million to its foreign defined benefit pension plans. Presently, the Company anticipates contributing an additional $1.4 million to fund its foreign defined benefit pension plans in fiscal 2005 for a total of $1.5 million.
(9) Income Taxes
Income taxes are accounted for using the asset and liability method. Such approach results in the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against deferred tax assets and is recorded when management estimates that it is more likely than not that the asset will not be realized.
The provision for income taxes for the three months ended January 31, 2005, was $1.1 million on the loss from continuing operations before the provision for income taxes of $0.3 million. The provision
9
excludes approximately $1.1 million of tax benefits for the three months ended January 31, 2005, for foreign entities with net losses for which the Company has determined that it is more likely than not that the tax benefit will not be fully realized.
The provision for income taxes for the three months ended January 31, 2004, was $1.3 million on income from continuing operations before the provision for income taxes of $0.6 million. The provision excludes approximately $0.6 million of tax benefits for the three months ended January 31, 2004, for foreign entities with net losses for which the Company has determined that it is more likely than not that the tax benefit will not be fully realized.
The American Jobs Creation Act ("the Act") was signed into effect on Octobe