AEP INDUSTRIES INC - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER FILED PURSUANT TO SECTION 302 - AEP INDUSTRIES INC	dex311.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER FILED PURSUANT TO SECTION 906 - AEP INDUSTRIES INC	dex321.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER FILED PURSUANT TO SECTION 906 - AEP INDUSTRIES INC	dex322.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER FILED PURSUANT TO SECTION 302 - AEP INDUSTRIES INC	dex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended April 30, 2010

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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.)

125 P hillips Avenue South Hackensack, New Jersey (Address of principal executive offices)		07606 (Zip code)

(201) 641-6600

(Registrant’s telephone number, including area code)

Not Applicable

(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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer x

Non-accelerated filer ¨

(Do not check if a smaller

reporting company)

Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of outstanding shares of the registrant’s common stock, $0.01 par value, as of June 7, 2010 was 6,855,285.

AEP INDUSTRIES INC.

TABLE OF CONTENTS


		Page Number
PART I	FINANCIAL INFORMATION

ITEM 1:	Financial Statements	3

	Consolidated Balance Sheets at April 30, 2010 (unaudited) and October 31, 2009	3

	Consolidated Statements of Operations and Other Comprehensive (Loss) Income for the three and six months ended April 30, 2010 and 2009 (unaudited)	4

	Consolidated Statements of Cash Flows for the six months ended April 30, 2010 and 2009 (unaudited)	5

	Notes to Consolidated Financial Statements	6

ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	36

ITEM 4:	Controls and Procedures	38

PART II	OTHER INFORMATION

ITEM 1:	Legal Proceedings	38

ITEM 1A:	Risk Factors	38

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	39

ITEM 3:	Defaults Upon Senior Securities	39

ITEM 4:	Reserved	39

ITEM 5:	Other Information	39

ITEM 6:	Exhibits	39

	Signatures	40

PART I—FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

AEP INDUSTRIES INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)


	April 30, 2010			October 31, 2009
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	396		$	301
Accounts receivable, less allowance for doubtful accounts of $4,605 and $5,214 in 2010 and 2009, respectively		83,789			75,681
Inventories, net		73,467			73,197
Deferred income taxes		12,756			8,699
Other current assets		8,618			8,603
Assets of discontinued operations		553			612

Total current assets		179,579			167,093

PROPERTY, PLANT AND EQUIPMENT, at cost, less accumulated depreciation and amortization of $271,361 and $260,368 in 2010 and 2009, respectively		170,945			175,963
GOODWILL		8,825			9,514
INTANGIBLE ASSETS, net of accumulated amortization of $583 and $430 in 2010 and 2009, respectively		2,449			2,602
OTHER ASSETS		4,383			4,898

Total assets	$	366,181		$	360,070

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Bank borrowings, including current portion of long-term debt	$	538		$	531
Accounts payable		54,931			55,379
Accrued expenses		27,290			36,716
Liabilities of discontinued operations		331			366

Total current liabilities		83,090			92,992
LONG-TERM DEBT		193,584			169,469
DEFERRED INCOME TAXES		11,138			11,447
OTHER LONG-TERM LIABILITIES		9,207			10,362

Total liabilities		297,019			284,270

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred stock, $1.00 par value; 1,000,000 shares authorized; none issued		—			—
Common stock, $0.01 par value; 30,000,000 shares authorized; 11,062,226 and 11,011,842 shares issued in 2010 and 2009, respectively		111			110
Additional paid-in capital		108,336			107,509
Treasury stock at cost, 4,212,658 and 4,160,158 shares in 2010 and 2009, respectively		(131,616	)		(129,682	)
Retained earnings		89,945			96,342
Accumulated other comprehensive income		2,386			1,521

Total shareholders’ equity		69,162			75,800

Total liabilities and shareholders’ equity	$	366,181		$	360,070

The accompanying notes to consolidated financial statements are an integral part of these statements.

AEP INDUSTRIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND OTHER COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)

(in thousands, except per share data)


	For the Three Months Ended April 30,						For the Six Months Ended April 30,
	2010			2009			2010			2009
NET SALES	$	215,662		$	182,567		$	372,832		$	362,779
COST OF SALES		189,857			140,886			328,982			273,014

Gross profit		25,805			41,681			43,850			89,765
OPERATING EXPENSES:
Delivery		10,360			9,357			18,454			18,465
Selling		9,247			9,549			17,650			18,583
General and administrative		4,963			5,209			10,801			10,582

Total operating expenses		24,570			24,115			46,905			47,630
OTHER OPERATING (EXPENSE) INCOME:
(Loss) gain on sales of property, plant and equipment, net		(7	)		4			203			4

Operating income (loss)		1,228			17,570			(2,852	)		42,139
OTHER INCOME (EXPENSE):
Interest expense		(3,850	)		(3,945	)		(7,610	)		(8,293	)
Gain on extinguishment of debt, net		—			5,285			—			5,285
Other, net		191			(148	)		226			(352	)

(Loss) income before benefit (provision) for income taxes		(2,431	)		18,762			(10,236	)		38,779
BENEFIT (PROVISION) FOR INCOME TAXES		934			(7,192	)		3,839			(15,084	)

Net (loss) income	$	(1,497	)	$	11,570		$	(6,397	)	$	23,695

BASIC (LOSS) EARNINGS PER COMMON SHARE:
Net (loss) income per common share	$	(0.22	)	$	1.71		$	(0.94	)	$	3.50

DILUTED (LOSS) EARNINGS PER COMMON SHARE:
Net (loss) income per common share	$	(0.22	)	$	1.71		$	(0.94	)	$	3.49


	For the Three Months Ended April 30,						For the Six Months Ended April 30,
	2010			2009			2010			2009
Consolidated Statements of Other Comprehensive (Loss) Income:
Net (loss) income	$	(1,497	)	$	11,570		$	(6,397	)	$	23,695
Other comprehensive income:
Foreign currency translation adjustments		448			857			825			56
Amortization of prior service cost, net of tax		20			15			40			30

Comprehensive (loss) income	$	(1,029	)	$	12,442		$	(5,532	)	$	23,781

The accompanying notes to consolidated financial statements are an integral part of these statements.

AEP INDUSTRIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	For the Six Months Ended April 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(6,397	)	$	23,695
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		10,726			9,364
Gain on extinguishment of debt, net		—			(5,285	)
Change in LIFO reserve		17,275			(26,361	)
Amortization of debt fees		550			555
Provision for losses on accounts receivable and inventories		220			215
Change in deferred income taxes		(3,909	)		13,308
Share-based compensation expense		925			1,147
Other		(117	)		(4	)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(7,830	)		37,274
(Increase) decrease in inventories		(17,345	)		32,810
(Increase) decrease in other current assets		(183	)		7,908
Increase in other assets		(60	)		(1,217	)
Decrease in accounts payable		(628	)		(32,824	)
Decrease in accrued expenses		(10,037	)		(4,982	)
(Decrease) increase in other long-term liabilities		(155	)		238

Net cash (used in) provided by operating activities		(16,965	)		55,841

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(5,249	)		(10,331	)
Net working capital true-up related to Atlantis acquisition		—			2,032
Net proceeds from dispositions of property, plant and equipment		287			178

Net cash used in investing activities		(4,962	)		(8,121	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) of Credit Facility		24,386			(42,550	)
Repurchase of 2013 Notes		—			(9,320	)
Proceeds from sale leaseback transactions		—			6,638
Repayments of Pennsylvania Industrial Loans		(264	)		(247	)
Net repayments of foreign debt		—			(1,298	)
Principal payments on capital lease obligations		(513	)		(204	)
Buyback of common stock		(1,934	)		—
Proceeds from issuance of common stock		398			321
Proceeds from exercise of stock options		172			28
Other		(479	)		(149	)

Net cash provided by (used in) financing activities		21,766			(46,781	)

EFFECTS OF EXCHANGE RATE CHANGES ON CASH		256			(505	)

Net increase in cash		95			434
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		301			224

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	396		$	658

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid during the period for interest	$	7,013		$	7,810

Cash paid during the period for income taxes	$	284		$	194

Equipment financed through capital lease obligation	$	—		$	407

Equipment financed through buyout of operating lease deposit	$	—		$	58

The accompanying notes to consolidated financial statements are an integral part of these statements.

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)

Basis of Presentation

The accompanying consolidated financial statements include the accounts of AEP Industries Inc. and all of its subsidiaries (the “Company”). 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 April 30, 2010, the consolidated results of operations for the three and six months ended April 30, 2010 and 2009, and consolidated cash flows for the six months ended April 30, 2010 and 2009, respectively, have been made. The consolidated results of operations for the three and six months ended April 30, 2010 are not necessarily indicative of the results to be expected for the full year.

The consolidated financial information included herein has been prepared by the Company, without audit, for filing with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the rules and regulations of the Commission. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to customer rebates and incentives, product returns, doubtful accounts, inventories, including LIFO inventory valuations, litigation and contingency accruals, income taxes, including assessment of unrecognized tax benefits for uncertain tax positions, share-based compensation, leasing arrangements, impairment of long-lived assets and intangibles, including goodwill, acquisitions, and costs associated with the restructuring of the Atlantis plants. Management bases its estimates and judgments on historical experience and various other factors, including the current economic environment, which it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Volatility in the credit, equity, and foreign currency markets and in the world markets for petroleum and natural gas, and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes to estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods, as necessary.

Certain information and footnote disclosures normally included in audited 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 audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2009, filed with the Commission on January 14, 2010.

The Company evaluates all subsequent events prior to filing and has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that would be expected to have a material impact on its financial position or results of operations.

(2)

Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is calculated by

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(2)

Earnings (Loss) Per Share (Continued)

dividing net income (loss) by the weighted average number of common shares outstanding, adjusted to reflect potentially dilutive securities (options) using the treasury stock method, except when the effect would be anti-dilutive.

The number of shares used in calculating basic and diluted earnings per share is as follows:


	For the Three Months Ended April 30,		For the Six Months Ended April 30,
	2010	2009	2010	2009
Weighted average common shares outstanding:
Basic	6,849,541	6,773,825	6,836,050	6,764,208
Effect of dilutive securities:
Options to purchase shares of common stock	—	3,154	—	16,758

Diluted	6,849,541	6,776,979	6,836,050	6,780,966

For the three and six months ended April 30, 2010, the Company had 41,472 and 54,342 stock options outstanding respectively that could potentially dilute earnings per share in future periods that were excluded from the computation of diluted EPS because their effect would have been anti-dilutive. At April 30, 2010 and 2009, the Company had 98,180 and 131,780 stock options outstanding, respectively, that could potentially dilute earnings per share in future periods that were excluded from the computation of diluted EPS as their exercise price was higher than the Company’s average stock price.

(3)

Acquisitions

On October 30, 2008, the Company completed the acquisition of substantially all of the assets of the stretch films, custom films and institutional products divisions of Atlantis Plastics, Inc. and certain of its subsidiaries (“Atlantis”) for a purchase price of $99.2 million in cash, before expenses of approximately $1.5 million. The net assets acquired included approximately $56.8 million of net working capital and was subject to a post-closing net working capital true-up of no more than plus or minus $2.5 million. During the first half of fiscal 2009, the Company settled the net working capital true-up with Atlantis. The Company received $1.5 million on January 29, 2009 and $0.5 million on April 2, 2009. The full $2.0 million was reflected as a reduction in the purchase price bringing the adjusted purchase price to $98.8 million after expenses.

Concurrent with the closing of the Atlantis acquisition, the Company’s Board of Directors (the “Board”) approved a plan to realign and reorganize the Atlantis businesses. Management finalized its reorganization plan in October 2009. In addition to the shutdown of the acquired Fontana, California plant which commenced in November 2008, the Company completed the shut down of the acquired Cartersville, Georgia plant on October 31, 2009. Costs of approximately $5.9 million associated with shutting down these plants were recorded as an adjustment to the allocation of the purchase price. Costs associated with this restructuring include additional severance costs, lease costs, costs to be incurred as a result of the contractual obligation to put the facilities back to their original condition, equipment dismantling costs and operating costs of the facilities from November 1, 2009 until lease expiration, including estimated costs for security service, minimal utilities and property taxes. The Company

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(3)

Acquisitions (Continued)

expects to complete its restructuring activities related to the Fontana facility during fiscal 2010 and by July 2015 for the Cartersville facility (commensurate with the expiration of the Fontana and Cartersville leases, respectively). Due to the current market conditions in the respective areas, no sublease income was assumed for purposes of calculating the estimated shut-down costs.

The roll forward of the restructuring reserve, included in accrued expenses ($2.7 million and $3.7 million at April 30, 2010 and October 31, 2009, respectively) and other long-term liabilities ($1.8 million and $2.0 million at April 30, 2010 and October 31, 2009, respectively) in the consolidated balance sheets, is as follows:


	Severance			Facility Closure Costs			Lease Costs			Operating Costs			Total
	(in thousands)
Balance at October 31, 2008	$	50		$	—		$	—		$	—		$	50
Payments during the first six months of fiscal 2009		(50	)											(50	)

Balance at April 30, 2009		—			—			—			—			—
Additional restructuring costs during the remainder of fiscal 2009		210			2,350			2,280			1,010			5,850
Payments during the remainder of fiscal 2009		(123	)		—			—			—			(123	)

Balance at October 31, 2009		87			2,350			2,280			1,010			5,727
Payments during the first six months of fiscal 2010		(81	)		(518	)		(402	)		(237	)		(1,238	)

Balance at April 30, 2010	$	6		$	1,832		$	1,878		$	773		$	4,489

(4)

Inventories

Inventories, stated at the lower of cost (last-in, first-out method (“LIFO”) for the U.S. operations, and the first-in, first-out method (“FIFO”) for the Canadian operation and for U.S. supplies and printed and converted finished goods) or market, include material, labor and manufacturing overhead costs, less vendor rebates. The Company establishes a reserve in those situations in which cost exceeds market value.

Inventories are comprised of the following:


	April 30, 2010		October 31, 2009
	(in thousands)
Raw materials	$	23,364	$	34,442
Finished goods		46,403		35,543
Supplies		3,746		3,248

		73,513		73,233
Less: Inventory reserve		46		36

Inventories, net	$	73,467	$	73,197

The LIFO method was used for determining the cost of approximately 84% and 87% of total inventories at April 30, 2010 and October 31, 2009, respectively. Inventories would have increased by

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(4)

Inventories (Continued)

$28.9 million and $11.6 million at April 30, 2010 and October 31, 2009, respectively, if the FIFO method had been used exclusively. Since the actual valuation of inventory under the LIFO method can only be made at the end of the fiscal year based on inventory levels and costs at that time, the interim LIFO calculations are based on management’s best estimate of expected year-end inventory levels and costs. Due to the volatility of resin pricing, the Company consistently uses current pricing as its estimate of year-end costs. Interim LIFO calculations are therefore, subject to the final year-end LIFO inventory valuation. Because of the Company’s continuous manufacturing process, there is no significant work in process at any point in time.

(5)

Goodwill and Intangible Assets

Changes in the carrying amount of goodwill during the six months ended April 30, 2010 are as follows:


	(in thousands)
Goodwill at October 31, 2009	$	9,514
Realization of deferred tax assets related to Borden Global Packaging acquisition		(689	)

Goodwill at April 30, 2010	$	8,825

Changes in the carrying amount of intangible assets during the six months ended April 30, 2010 are as follows:


	Customer List (Mercury)			Tradenames (Atlantis)			Leasehold Interests			Customer relationships			Total
	(in thousands)
Balance at October 31, 2009	$	136		$	969		$	(3	)	$	1,500		$	2,602
Amortization—Quarter 1 2010		(15	)		(24	)		(7	)		(31	)		(77	)
Amortization—Quarter 2 2010		(14	)		(24	)		(7	)		(31	)		(76	)

Total Amortization—2010		(29	)		(48	)		(14	)		(62	)		(153	)

Balance at April 30, 2010	$	107		$	921		$	(17	)	$	1,438		$	2,449

Total amortization of intangible assets for the three and six months ended April 30, 2009 was $69,000 and $138,000, respectively.

Included in leasehold interests was the Company’s option to purchase a Mankato, Minnesota property (previously under an operating lease) from the lessor (the City of Mankato) for a purchase price of $2.3 million minus 50% of that portion of each rental payment that would be considered principal reduction (increasing to 75% during the last 24 months of the lease term). The Company allocated $1.1 million of value to this option to purchase. The Company exercised this option to purchase on June 26, 2009 for $1.4 million. The allocated value of the option to purchase was reclassified to property, plant and equipment at the time of purchase.

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(5)

Goodwill and Intangible Assets (Continued)

Amortization periods over a straight-line basis are as follows:


		In Years
Customer list		6
Trade names—Linear Films		10
Trade names—Sta-Dri		20
Customer relationships		13
Unfavorable lease		6.8
Favorable lease		2

(6)

Debt

A summary of the components of debt is as follows:


	April 30, 2010		October 31, 2009
	(in thousands)
Credit facility(a)	$	31,900	$	7,514
7.875% senior notes due 2013(b)		160,160		160,160
Pennsylvania Industrial Loans(c)		2,062		2,326
Foreign bank borrowings(d)		—		—

Total debt		194,122		170,000
Less: current portion		538		531

Long-term debt	$	193,584	$	169,469

(a) Credit facility

The Company maintains a secured credit facility with Wells Fargo Bank N.A., successor to Wachovia Bank N.A, as initial lender thereunder and as agent for the lenders thereunder, which was last amended and restated on October 30, 2008 (the “Credit Facility”). The Credit Facility has a maximum borrowing amount of $150.0 million, including a maximum of $20.0 million for letters of credit, and matures on December 15, 2012.

The Company utilizes the Credit Facility to provide funding for operations and other corporate purposes through daily bank borrowings and/or cash repayments to ensure sufficient operating liquidity and efficient cash management. The Company had average borrowings under the Credit Facility of approximately $40.3 million and $38.0 million, with a weighted average interest rate of 3.1% and 3.0%, during the three months ended April 30, 2010 and 2009, respectively. The Company had average borrowings under the Credit Facility of approximately $32.9 million and $50.8 million, with a weighted average interest rate of 3.2% and 3.4%, during the six months ended April 30, 2010 and 2009, respectively. Under the Credit Facility, interest rates are based upon Excess Availability (as defined) at a margin of the prime rate (defined as the greater of Wells Fargo’s prime rate and the Federal Funds rate plus 0.50%) plus 0% to 0.25% for overnight borrowings and LIBOR plus 2.25% to 2.75% for LIBOR borrowings up to six months.

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(6)

Debt (Continued)

Borrowings and letters of credit available under the Credit Facility are limited to a borrowing base based upon specific advance percentage rates on eligible domestic assets (including receivables), subject, in the case of inventory, equipment and real property, to amount limitations. The sum of the eligible assets at April 30, 2010 and October 31, 2009 supported a borrowing base of $138.9 million and $122.0 million, respectively. Availability was reduced by the aggregate amount of letters of credit outstanding totaling $1.0 million and $1.2 million at April 30, 2010 and October 31, 2009, respectively. Availability at April 30, 2010 and October 31, 2009 under the Credit Facility was $106.0 million and $113.3 million, respectively. The Credit Facility is secured by mortgages and liens on most of the Company’s domestic assets and on 66% of the Company’s ownership interest in certain foreign subsidiaries.

The Credit Facility contains customary bank covenants, including, but not limited to, limitations on the incurrence of debt and liens, the disposition and acquisition of assets, and the making of investments and restricted payments, including the payment of cash dividends. The key covenants are applicable only if the Excess Availability is below a specified amount. In particular, if at any time average Excess Availability is less than $35.0 million for the immediately preceding fiscal quarter, a fixed charge coverage ratio test of 1.0x must be met. In addition, a minimum EBITDA (as defined) covenant of $35.0 million for the preceding 12-month period is triggered at any time Excess Availability is less than $25.0 million, and an annual capital expenditure limitation of $35.0 million is triggered at any time Excess Availability is less than $20.0 million. In addition, if Excess Availability under the Credit Facility is less than $15.0 million, a springing lock-box is activated and all remittances received from customers in the United States will automatically be applied to repay the balance outstanding. The automatic repayments through the lock-box remain in place until the Excess Availability exceeds $15.0 million for 30 consecutive days. During any period in which the lock-box is activated, all debt outstanding under the Credit Facility would be classified as a current liability, which classification may materially affect the Company’s working capital ratio. Excess Availability under the Credit Facility ranged from $70.2 million to $116.6 million during the six months ended April 30, 2010 and from $60.7 million to $101.3 million during the six months ended April 30, 2009.

The Company was in compliance with the financial and other covenants at April 30, 2010 and October 31, 2009.

(b) 7.875% Senior Notes due 2013

On March 18, 2005, the Company completed the sale of $175 million aggregate principal amount of 7.875% Senior Notes due March 15, 2013 (“2013 Notes”) through a private offering.

With Board approval, the Company repurchased and retired $14.8 million (principal amount) of the Company’s 2013 Notes at a price of 62.8% of par on April 1, 2009. The cash paid was $9.4 million which included $0.1 million of accrued interest. The Company used proceeds from sale-leaseback transactions and borrowings under its Credit Facility to fund the buyback of the 2013 Notes. In connection with the partial retirement, the Company recognized a gain on extinguishment of debt of $5.3 million, which is the difference between the repurchase amount of $9.3 million and the principal amount retired of $14.8 million, net of the pro-rata write-off of the unamortized debt financing costs related to the 2013 Notes of $0.2 million. On November 2, 2009, the Board terminated the 2009 Senior Note Repurchase Program and authorized the 2010 Senior Note Repurchase Program which allows the

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(6)

Debt (Continued)

Company to spend up to $25.0 million to repurchase its outstanding 2013 Notes. As of April 30, 2010, no repurchases have been made under the 2010 Senior Note Repurchase Program. Repurchases may be made in the open market, privately negotiated transactions or by other means from time to time, subject to conditions, applicable legal requirements and other factors, including the limitations set forth in the Company’s debt covenants. The amounts involved in any such transactions, individually or in the aggregate, may be material and may be funded from available cash or from additional borrowings. The program does not obligate the Company to acquire any particular amount of the 2013 Notes, and the program may be suspended at any time at management’s discretion.

The 2013 Notes contain certain customary covenants that, among other things, limit the Company’s ability and the ability of its subsidiaries to incur additional indebtedness, pay dividends, sell assets, merge or consolidate or create liens. The Company was in compliance with the covenants at April 30, 2010 and October 31, 2009.

Interest is paid semi-annually on every March 15^th and September 15^th.

The 2013 Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after March 31, 2009 and prior to maturity at certain fixed redemption prices plus accrued interest. The 2013 Notes do not have any sinking fund requirements. The 2013 Notes contain a provision that in the event of a change in control, the Company is required to offer to purchase the outstanding 2013 Notes. If a change of control were to occur and the Company was unable to obtain a waiver or did not have funds to make the purchase, the Company would be in default under the 2013 Notes.

During fiscal 2005, $5.5 million of fees were paid and capitalized related to the issuance of the 2013 Notes. These fees are being amortized on a straight line basis over eight years, the term of the 2013 Notes. During each of the three and six months ended April 30, 2010 and 2009, in addition to the pro-rata write-off in April 2009 of the unamortized debt financing costs of $0.2 million discussed above, the Company amortized approximately $0.2 million and $0.3 million, respectively, into interest expense related to these fees in the consolidated statements of operations.

(c) Pennsylvania Industrial Loans

The Company has certain amortizing fixed rate term loans in connection with the construction in fiscal 1995 and the expansion in fiscal 2008 of its Wright Township, Pennsylvania manufacturing facility. These financing arrangements are secured by the real property of the manufacturing facility located in Wright Township, Pennsylvania, which had a net carrying value of $12.4 million at April 30, 2010.

(d) Foreign bank borrowings

In addition to the amounts available under the Credit Facility, the Company also maintains a secured credit facility at its Canadian subsidiary used to support operations which is generally serviced by local cash flows from operations. There was zero outstanding under this arrangement at April 30, 2010 and October 31, 2009, respectively. Availability under the Canadian credit facility at April 30, 2010 and October 31, 2009 was $4.9 million and $4.6 million, respectively.

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(7)

Accrued Expenses

At April 30, 2010 and October 31, 2009, accrued expenses consist of the following:


	April 30, 2010		October 31, 2009
	(in thousands)
Payroll and employee related	$	5,511	$	12,076
Customer rebates		4,870		5,825
Interest		1,678		1,631
Taxes (other than income)		1,526		1,879
Accrual for performance units		1,547		1,942
Accrued professional fees		821		837
Current portion of capital lease		1,070		1,041
Reserve for Atlantis restructuring (see Note 3)(a)		2,648		3,727
Reserve for product liability claim(b)		4,660		4,660
Other		2,959		3,098

Accrued expenses	$	27,290	$	36,716

(a)	Total reserve for Atlantis restructuring is $4.5 million at April 30, 2010 and $5.7 million at October 31, 2009, of which $1.8 million and $2.0 million is recorded in other long-term liabilities, respectively.

(b)

This claim was settled in December 2009. The amount is indemnified by the Company’s insurance carrier except for $25,000 representing the insurance deductible. The asset related to the insurance recovery is included in other current assets in the consolidated balance sheet at April 30, 2010 and October 31, 2009.

(8)

Shareholders’ Equity

Share-Based Compensation

At April 30, 2010, the Company has two types of share-based plans: stock option plans, which provide for the granting of stock options and performance units to officers, directors and key employees of the Company, and an employee stock purchase plan. Total share-based compensation (income) expense related to the Company’s stock options plans and employee stock purchase plan are recorded in the consolidated statements of operations as follows:


	For the Three Months Ended April 30,					For the Six Months Ended April 30,
	2010			2009		2010		2009
	(in thousands)
Cost of sales	$	(62	)	$	270	$	128	$	249
Selling expense		(23	)		264		180		254
General and administrative expense		(29	)		639		617		644

Total	$	(114	)	$	1,173	$	925	$	1,147

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(8)

Shareholders’ Equity (Continued)

Stock Option Plans

The Company’s 1995 Stock Option Plan (“1995 Option Plan”) expired on December 31, 2004, except as to options granted prior to that date. The Board 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. 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 which may be exercised over a period of ten years, and the issuance of stock appreciation rights, restricted stock, performance units and non-qualified stock options, including fixed annual grants to non-employee directors. Under the 2005 Option Plan, each non-employee director receives a fixed annual grant of 2,000 stock options as of the date 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 issuance of common stock resulting from the exercise of stock options and settlement of the vesting of performance units (for those employees who elected shares) during fiscal 2010 and 2009 has been made from new shares. At April 30, 2010, 536,404 shares are available to be issued under the 2005 Option Plan.

Stock Options

The fair value of options granted is estimated on the date of grant using a Black-Scholes options pricing model. Expected volatilities are calculated based on the historical volatility of the Company’s stock. Management monitors stock option exercise and employee termination patterns to estimate forfeitures rates within the valuation model. Separate groups of employees, including executive officers, and directors, that have similar historical exercise behavior are considered separately for valuation purposes. The expected holding period of stock options represents the period of time that stock options granted are expected to be outstanding. The risk-free interest rate is based on the Treasury note interest rate in effect on the date of grant for the expected term of the stock option.

The table below presents the weighted average assumptions used to calculate the fair value of stock options granted during the three and six months ended April 30, 2010 and 2009.


	For the Three Months Ended April 30,						For the Six Months Ended April 30,
	2010			2009			2010			2009
Risk-free interest rates		3.21	%		2.26	%		3.21	%		2.26	%
Expected life in years		7.5			7.5			7.5			7.5
Expected volatility		54.10	%		54.51	%		54.10	%		54.51	%
Dividend rate		0	%		0	%		0	%		0	%
Weighted average fair value per option at date of grant	$	16.08		$	9.95		$	16.08		$	9.95

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(8)

Shareholders’ Equity (Continued)

The following table summarizes the Company’s stock option plans as of April 30, 2010, and changes during the six months ended April 30, 2010:


	1995 Option Plan		2005 Option Plan		Total Number Of Options		Weighted Average Exercise Price per Option		Option Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value $(000)
Options outstanding at October 31, 2009 (211,664 options exercisable)	191,664		63,800		255,464		$	20.66	$	7.87-51.00	4.6	$	3,812
Granted	—		14,000		14,000		$	27.00	$	27.00
Exercised	(37,625	)(1)	(400	)	(38,025	)	$	9.66	$	9.30-19.83
Forfeited/Cancelled	(230	)	—		(230	)	$	9.30	$	9.30
Expired	(1,000	)	—		(1,000	)	$	31.94	$	31.94

Options outstanding at April 30, 2010	152,809		77,400		230,209		$	22.82	$	7.87-51.00	4.6	$	1,789

Vested and expected to vest at April 30, 2010	152,809		77,400		230,209		$	22.82			4.6	$	1,789

Exercisable at April 30, 2010	152,809		32,200		185,009		$	21.41			3.6	$	1,674

(1)	Includes 21,000 options exercised during the first quarter of 2010 at an exercise price of $9.30 per option for which 4,926 shares of common stock of the Company were tendered to the Company by the holder of the stock options for the payment of the exercise price of these options.

The table below presents information related to stock option activity for the three and six months ended April 30, 2010 and 2009:


	For the Three Months Ended April 30,				For the Six Months Ended April 30,
	2010		2009		2010		2009
	(in thousands)
Total intrinsic value of stock options exercised	$	5	$	10	$	1,125	$	23
Total fair value of stock options vested	$	190	$	200	$	249	$	574

Share-based compensation expense related to the Company’s stock options recorded in the consolidated statements of operations for the three and six months ended April 30, 2010 was approximately $68,000 and $135,000, respectively, and $66,000 and $168,000 for the three and six months ended April 30, 2009, respectively. No compensation cost related to stock options was capitalized in inventory or any other assets for the three and six months ended April 30, 2010 and 2009. For the three and six months ended April 30, 2010 and 2009, there were no excess tax benefits

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(8)

Shareholders’ Equity (Continued)

recognized resulting from share-based compensation awards as the Company was not in a federal tax paying position.

As of April 30, 2010, there was $0.8 million of total unrecognized compensation cost related to non-vested stock options granted under the plans. That cost is expected to be recognized over a weighted-average period of 3.6 years.

Non-vested Stock Options

A summary of the Company’s non-vested stock options at April 30, 2010 and changes during the six months ended April 30, 2010 are presented below:


Non-vested stock options	Shares		Weighted Average Grant Date Fair Value
Non-vested at October 31, 2009	43,800		$	18.83
Granted	14,000		$	16.08
Vested	(12,600	)	$	19.71
Forfeited	—			—

Non-vested at April 30, 2010	45,200		$	17.74

If an employee is terminated for any reason by the Company, or due to disability or retirement, any outstanding stock options that are exercisable as of the termination date may be exercised until the earlier of (a) three months following the termination date and (b) the expiration of the stock option term. If an employee ceases to be employed due to death, any outstanding stock options will become exercisable in full and the employee’s beneficiary may exercise such stock options until the earlier of (a) one year following the date of death and (b) the expiration of the stock option term. Notwithstanding the foregoing, the Compensation Committee retains discretionary authority at any time, including immediately prior to or upon a change of control, to accelerate the exercisability of any award.

Performance Units

The 2005 Option Plan also provides for the granting of Board approved performance units (“Units”). Outstanding Units are subject to forfeiture based on an annual Adjusted EBITDA performance goal, as determined and adjusted by the Board. If the Company’s Adjusted EBITDA equals or exceeds the performance goal, no Units will be forfeited. If the Company’s Adjusted EBITDA is between 80% and less than 100% of the performance goal, such employee will forfeit such number of Units equal to (a) the Units granted multiplied by (b) the percentage Adjusted EBITDA is less than the performance goal. If Adjusted EBITDA is below 80% of the performance goal, the employee will forfeit all Units. Subsequent to the satisfaction of the performance goal, the vesting of the Units will occur equally over five years on the first through the fifth anniversaries of the grant date, provided that such person continues to be employed by the Company on such respective dates.

The Units will immediately vest (subject to pro-ration, if such termination event occurs during or as of the end of the fiscal year in which the initial grant was made) in the event of (1) the death of an employee, (2) the permanent disability of an employee (within the meaning of the Internal Revenue

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(8)

Shareholders’ Equity (Continued)

Code of 1986, as amended) or (3) a termination of employment due to the disposition of any asset, division, subsidiary, business unit, product line or group of the Company or any of its affiliates. In the case of any other termination, any unvested performance units will be forfeited. Notwithstanding the foregoing, the Compensation Committee retains discretionary authority at any time, including immediately prior to or upon a change of control, to accelerate the exercisability of any award, or the end of a performance period. For each Unit, upon vesting and the satisfaction of any required tax withholding obligation, the employee has the option to receive one share of the Company’s common stock, the equivalent cash value or a combination of both.

Due to the cash settlement feature, the Units are liability classified and are recognized at fair value, depending on the percentage of requisite service rendered at the reporting date, and are remeasured at each balance sheet date to the market value of the Company’s common stock at the reporting date.

As the Units contain both a performance and service condition, the Units have been treated as a series of separate awards or tranches for purposes of recognizing compensation expense. The Company will recognize compensation expense on a tranche-by-tranche basis, recognizing the expense as the employee works over the requisite service period for that specific tranche. The Company has applied the same assumption for forfeitures as employed in the Company’s stock option plans, discussed above.

Total share-based compensation (income) expense related to the Units was approximately $(244,000) (resulting from the decrease in the Company’s stock price) and $667,000 for the three and six months ended April 30, 2010, respectively, and $1.0 million and $852,000 for the three and six months ended April 30, 2009, respectively. At April 30, 2010 and October 31, 2009, there are $1.5 million and $1.9 million in current liabilities, respectively, and $1.7 million and $2.0 million in long-term liabilities, respectively, related to outstanding Units.

The following table summarizes the Units as of April 30, 2010, and changes during the six months ended April 30, 2010:


	2005 Option Plan		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value $(000)
Units outstanding at October 31, 2009	233,820		$	0.00	1.8	$	8,156
Units granted	44,930		$	0.00
Units vested	(36,780	)	$	0.00		$	1,452
Units forfeited or cancelled	(4,700	)

Units outstanding at April 30, 2010	237,270		$	0.00	1.8	$	6,541

Vested and expected to vest at April 30, 2010	233,170				1.8	$	6,428

Exercisable at April 30, 2010	—

The Company paid during the second quarter of fiscal 2010, $0.9 million in cash, net of withholdings, in settlement of the vesting of Units occurring during the first quarter of fiscal 2010. The Company paid in February 2009, $0.1 million in cash and issued 58 shares of its common stock (issued

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(8)

Shareholders’ Equity (Continued)

from new shares), in each case net of withholdings, in settlement of the vesting of Units occurring during the first quarter of fiscal 2009.

Employee Stock Purchase Plan

The Company’s 2005 Employee Stock Purchase Plan, as amended (“2005 Purchase Plan”), became effective July 1, 2005. On April 13, 2010, the Company terminated the 2005 Purchase Plan effective immediately following the end of the six-month offering period ended June 30, 2010.

The 2005 Purchase Plan provides for an aggregate of 250,000 shares of the Company’s common stock to be 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 2005 Purchase Plan is 85% of the lower of the closing sales price per share of the Company’s common stock on Nasdaq on either the first or last trading day of each six-month offering period. During the three and six months ended April 30, 2010, zero and 17,285 shares were purchased, respectively, by employees pursuant to the 2005 Purchase Plan. During the three and six months ended April 30, 2009, zero and 22,193 shares were purchased, respectively, by employees pursuant to the 2005 Purchase Plan.

Total share-based compensation expense related to the 2005 Purchase Plan was approximately $62,000 and $123,000 for the three and six months ended April 30, 2010, respectively, and $72,000 and $127,000 for the three and six months ended April 30, 2009, respectively.

Treasury Shares

On June 6, 2008, the Board approved an $8.0 million stock repurchase program (the “June 2008 Stock Repurchase Program”). Between November 9 and November 20, 2009, the Company repurchased under its June 2008 Stock Repurchase Program, 52,500 shares of its common stock in the open market at an average cost of $36.84 per share, totaling $1.9 million.

On June 7, 2010, the Board terminated the June 2008 Repurchase Program (which had approximately $6.1 million remaining as of such date) and approved a new $10.0 million stock repurchase program (the “June 2010 Repurchase Program”). Repurchases may be made in the open market, in privately negotiated transactions or by other means, from time to time, subject to market conditions, applicable legal requirements and other factors, including the limitations set forth in the Company’s debt covenants. The program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended at any time at the Company’s discretion.

Preferred Shares

The Board may direct the issuance of up to one million shares of the Company’s $1.00 par value Preferred Stock and may, at the time of issuance, determine the rights, preferences and limitations of each series.

(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

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(9)

Income Taxes (Continued)

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 Company files income tax returns in the U.S. federal jurisdiction, fifteen U.S. states and various foreign jurisdictions. Tax years ended October 31, 2008 and 2007 remain open and subject to examination by the Internal Revenue Service. The Company is currently under examination by several states for the fiscal years ended October 31, 2006 and 2005. Tax years ended October 31, 2008 and 2007 remain open for all fifteen states. With limited exception, the Company is no longer subject to examination by states for years beginning prior to 2004. Additionally, tax years 2003 through 2007 remain open and subject to examination by the governmental agencies in the Company’s various foreign jurisdictions. The Company does not anticipate any adjustments that would have a material effect on its consolidated financial statements.

The Company had a reserve balance for unrecognized tax benefits for uncertain tax positions related to state income taxes and accrued interest of $37,000 and $23,000 at April 30, 2010 and October 31, 2009, respectively, which is included in other long term liabilities on the consolidated balance sheets. The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes.

In November 2009, the Company received approximately $4.5 million as a dividend from its Canadian subsidiary at no federal tax cost due to the utilization of foreign tax credits.

The benefit for income taxes for the three and six months ended April 30, 2010 was $0.9 million and $3.8 million on a loss before the benefit for income taxes of $2.4 million and $10.2 million, respectively. The difference between the effective tax rate of 38.4 percent and 37.5 percent for the three and six months ended April 30, 2010, respectively, and the U.S. statutory tax rate of 35.0 percent, primarily relates to the benefit for state taxes in the United States, net, true-up of deferred taxes as a result of a reduction in the Canadian statutory tax rate, provision for state taxes and utilization of previously reserved foreign tax credits related to U.S. receipt of the Canadian dividend.

The provision for income taxes for the three and six months ended April 30, 2009 was $7.2 million and $15.1 million, respectively, on income before the provision for income taxes of $18.8 million and $38.8 million, respectively. The difference between the effective tax rate of 38.3 percent and 38.9 percent for the three and six months ended April 30, 2009, respectively, and the U.S. statutory tax rate of 35.0 percent, primarily relates to the provision for state taxes in the United States, net of federal benefit and the utilization of net operating losses of the foreign operations.

(10)

Segment 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. As of April 30, 2010, the Company operates in the United States and Canada.

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(10)

Segment Information (Continued)

Operating income (loss) includes all costs and expenses directly related to the geographical area.


	For the Three Months Ended April 30, 2010
	United States		Canada		Total
	(in thousands)
Sales—external customers	$	197,634	$	18,028	$	215,662
Intercompany sales		10,496		—		10,496
Gross profit		23,293		2,512		25,805
Operating income		790		438		1,228


	For the Three Months Ended April 30, 2009
	United States		Canada		Total
	(in thousands)
Sales—external customers	$	169,301	$	13,266	$	182,567
Intercompany sales		6,405		—		6,405
Gross profit		39,566		2,115		41,681
Operating income		17,172		398		17,570


	For the Six Months Ended April 30, 2010
	United States			Canada		Total
	(in thousands)
Sales—external customers	$	341,327		$	31,505	$	372,832
Intercompany sales		17,466			—		17,466
Gross profit		38,713			5,137		43,850
Operating (loss) income		(3,909	)		1,057		(2,852	)


	For the Six Months Ended April 30, 2009
	United States		Canada		Total
	(in thousands)
Sales—external customers	$	338,436	$	24,343	$	362,779
Intercompany sales		11,547		—		11,547
Gross profit		85,792		3,973		89,765
Operating income		41,521		618		42,139

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(10)

Segment Information (Continued)

Net sales by product line are as follows:


	For the Three Months Ended April 30,				For the Six Months Ended April 30,
	2010		2009		2010		2009
	(in thousands)
Custom films	$	74,683	$	55,982	$	127,406	$	116,203
PROformance^® films(a)		16,677		19,363		28,706		39,280
Stretch (pallet) wrap		66,655		54,514		114,821		107,591
Polyvinyl chloride wrap		20,342		18,421		38,654		36,484
Printed and converted films		2,447		2,419		4,533		4,672
Other specialty		34,858		31,868		58,712		58,549

Total	$	215,662	$	182,567	$	372,832	$	362,779

(a)

For the three and six months ended April 30, 2009, PROformance films was classified as part of custom films. Due to the Atlantis acquisition and management’s new emphasis on this product line, the Company is presenting PROformance separately. The Company has revised the amounts for the three and six months ended April 30, 2009 to reflect the revised presentation.

(11)

Fair Value Measurements and Derivative Instruments

Fair Value Measurements

In September 2006, the Financial Accounting Standards Board (the “FASB”) issued a standard defining fair value, establishing a framework for measuring fair value and expanding disclosures about fair value measurements. The Company adopted this guidance for financial assets and liabilities as of November 1, 2008 and for non-financial assets and liabilities as of November 1, 2009.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions used to value the assets and the liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1

Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2

Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3

Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at the measurement date.

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(11)

Fair Value Measurements and Derivative Instruments (Continued)

The following table summarizes the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the consolidated balance sheet as of April 30, 2010.


	Balance at April 30, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Asset:
Foreign exchange forward contracts	$	18	—	$	18	—

The Company’s foreign currency forward contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.

Cash and cash equivalents and accounts receivable are financial assets with carrying values that approximate fair value. Accounts payable and the Company’s variable rate debt (revolving credit facilities) are financial liabilities with carrying values that approximate fair value.

At April 30, 2010 and October 31, 2009, there was $162.2 million and $162.5 million, respectively, of fixed rate debt outstanding, substantially all of which relates to the 2013 Notes. The carrying value of the 2013 Notes was $160.2 million at April 30, 2010 and October 31, 2009, respectively. The fair value of the 2013 Notes at April 30, 2010 and October 31, 2009 was estimated to be $160.7 million and $155.4 million, respectively, based on quoted market rates (Level 1). The Company believes that the carrying value of the Company’s Pennsylvania Industrial Loans of $2.1 million at April 30, 2010 approximates its fair value based on observable inputs (Level 2).

Derivative Instruments

On February 1, 2009, the Company adopted new guidance which amends and expands the disclosure requirements to require qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements.

The Company seeks to minimize foreign exchange risks through operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company utilizes foreign exchange forward contracts primarily to hedge intercompany transactions, foreign currency trade sales and anticipated foreign currency purchases of raw materials. The Company does not purchase, hold or sell derivative financial instruments for trading purposes.

The Company had a total of 10 and 12 open foreign exchange forward contracts outstanding at April 30, 2010 and October 31, 2009, respectively, with total notional contract amounts of $3.9 million and $13.8 million, respectively, all of which have maturities of less than one year. The fair value of these foreign exchange forward contracts is recorded in other current assets in the consolidated balance sheet in the amount of $18,000 and $140,000 as of April 30, 2010 and October 31, 2009.

The gain (loss) on the fair value for these foreign exchange forward contracts is recognized in other, net in the consolidated statement of operations and amounted to a loss of $27,000 and $122,000

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(11)

Fair Value Measurements and Derivative Instruments (Continued)

for the three and six months ended April 30, 2010, respectively and income of $461,000 and $363,000 for the three and six months ended April 30, 2009, respectively.

(12)

Commitments and Contingencies

Capital Lease Commitments:

During the second quarter of fiscal 2009, the Company entered into a transaction with General Electric Capital Corporation (“GE Capital”), whereby GE Capital purchased certain of the Company’s manufacturing equipment for $7.0 million and leased the equipment back to the Company under two six-year capital leases. The interest rates on the capital leases range from 3.9% to 8.5% with a weighted average rate of 5.78%. The current portion of these obligations is included in accrued liabilities and the long-term portion is included in other long-term liabilities in the consolidated balance sheets. As a result of the capital lease treatment, the equipment remained a component of property, plant and equipment in the Company’s consolidated balance sheet and will continue to be depreciated. No gain or loss was recognized related to this transaction.

Under the terms of the capital leases, the payments are as follows:


For the years ending October 31,	Capital Leases
Remainder of 2010	$	693
2011		1,386
2012		1,386
2013		1,386
2014		1,386
Thereafter		578

Total minimum lease payments		6,815
Less: Amounts representing interest		904

Present value of minimum lease payments		5,911
Less: Current portion of obligations under capital leases		1,070

Long-term portion of obligations under capital leases	$	4,841

AEP INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(12)

Commitments and Contingencies (Continued)

Operating Lease Commitments:

The Company has lease agreements for several of its facilities and certain of its equipment expiring at various dates through February 28, 2015. Under the terms of noncancellable operating leases with terms greater than one year, the minimum rental, excluding the provision for real estate taxes and net of sublease rentals, is as follows:


For the years ending October 31,	Operating Leases
Remainder of 2010	$	3,022
2011		5,016
2012		3,956
2013		3,760
2014		3,232
Thereafter		2,314

Total minimum lease payments	$	21,300

Claims and Lawsuits:

The Company and its subsidiaries are subject to claims and lawsuits which arise in the ordinary course of business. On the basis of information presently available and advice received from counsel representing the Company and its subsidiaries, it is the opinion of management that the disposition or ultimate determination of such claims and lawsuits against the Company will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.

In December 2009, the Company settled a product liability claim filed against its formerly owned operations in Australia and New Zealand which is indemnified by the Company’s insurance carrier, except for $25,000 representing the insurance deductible. The asset related to the insurance recovery is included in other current assets and the offsetting liability related to the settlement amount is included in accrued expenses in the consolidated balance sheet at April 30, 2010 and October 31, 2009.

Employment Matters:

Two of the Company’s three collective bargaining agreements expired in January 2010 and February 2010, respectively. Unions in these two agreements represent 242 employees, or 12% of the Company’s workforce, at April 30, 2010. The unionized employees at the Company’s Chino, California manufacturing facility have voted to decertify its union in favor of a new union. The expired contract in Chino has been extended until a new contract is reached. In May 2010, a new contract at the Company’s Mountaintop, Pennsylvania facility was entered into for a term from June 1, 2010 to January 31, 2013.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Forward-Looking Statements

Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our goals, beliefs, plans and expectations about our prospects for the future and other future events, such as our ability to generate sufficient working capital, the amount of availability under our credit facility, our ability to continue to maintain sales and profits of our operations, the execution of our Board-approved plan to restructure and realign the Atlantis Plastics Films businesses, and the sufficiency of our cash balances and cash generated from operating, investing, and financing activities for our future liquidity and capital resource needs. Forward-looking statements include all statements that are not historical fact and can be identified by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “anticipate,” “expect,” “believe,” “estimate,” “plan,” “project,” “predict,” “potential,” or the negative of these terms. Although these forward-looking statements reflect our good-faith belief and reasonable judgment based on current information, these statements are qualified by important factors, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including, but not limited to: the availability of raw materials; the ability to pass raw material price increases to customers in a timely fashion; the costs associated with the shutdown of the Fontana and Cartersville plants (acquired as part of the Atlantis acquisition on October 30, 2008); the implementation of a new operating system; the continuing impact of the U.S. recession, the continuing impact of the global credit and financial environment and other changes in the United States or international economic or political conditions; the potential of technological changes that would adversely affect the need for our products; price fluctuations which could adversely impact our inventory; and other factors described from time to time in our reports filed or furnished with the U.S. Securities and Exchange Commission (the “SEC”), and in particular those factors set forth in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended October 31, 2009 and other reports subsequently filed with the SEC. Given these uncertainties, you should not place undue reliance on any such forward-looking statements. The forward-looking statements included in this report are made as of the date hereof or the date specified herein, based on information available to us as of such date. Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of our financial statements with a narrative explanation from the perspective of our management on our business, financial condition, results of operations, and cash flows. Our MD&A is presented in six sections:

•

Overview

•

Results of Operations

•

Liquidity and Capital Resources

•

Contractual Obligations and Off-Balance-Sheet Arrangements

•

Critical Accounting Policies

•

New Accounting Pronouncements

Investors should review this MD&A in conjunction with the consolidated financial statements and related notes included in this report under Item 1, our Annual Report on Form 10-K for the fiscal year ended October 31, 2009, other reports filed with the SEC and other publicly available information.

Company Overview

AEP Industries Inc. is a leading manufacturer of plastic packaging films. We manufacture and market an extensive and diverse line of polyethylene, polyvinyl chloride and polypropylene flexible packaging products, with consumer, industrial and agricultural applications. Our plastic packaging films are used in the packaging, transportation, beverage, food, automotive, pharmaceutical, chemical, electronics, construction, agriculture, carpeting, furniture and textile industries.

We manufacture plastic films, principally from resins blended with other raw materials, which we either sell or further process by printing, laminating, slitting or converting. Our processing technologies enable us to create a variety of value-added products according to the specifications of our customers. Our manufacturing operations are located in the United States and Canada

The primary raw materials used in the manufacture of our products are polyethylene, polypropylene and polyvinyl chloride resins. The prices of these materials are primarily a function of the price of petroleum and natural gas, and therefore typically are volatile. Since resin costs fluctuate, selling prices are generally determined as a “spread” over resin costs, usually expressed as cents per pound. Consequently, we review and manage our operating revenues and expenses on a per pound basis. The historical increases and decreases in resin costs have generally been reflected over a period of time in the sales prices of the products on a penny-for-penny basis. Assuming a constant volume of sales, an increase in resin costs would, therefore, result in increased sales revenues but lower gross profit as a percentage of sales or gross profit margin, while a decrease in resin costs would result in lower sales revenues with higher gross profit margins. Further, the gap between the time at which an order is taken, resin is purchased, production occurs and shipment is made, has an impact on our financial results and our working capital needs. In a period of rising resin prices, this impact is generally negative to operating results and in periods of declining resin prices, the impact is generally positive to operating results.

As of November 1, 2009, we implemented phase one of a new integrated operating system so that we can improve our ability to address the needs of our customers, as well as to create additional efficiencies and strengthen internal controls over our financial reporting. In connection with the initial implementation of this system, we supplemented the automated internal controls with additional manual and analytical procedures with a focus on revenue completeness, billing accuracy and inventory valuation. We incurred and charged to operations approximately $1.3 million in consulting costs related to improving user functionality of the system in the first half of fiscal 2010.

Concurrent with the closing of the Atlantis acquisition, our Board approved a plan to realign and reorganize the Atlantis businesses. Management finalized its reorganization plan in October 2009. In addition to the shutdown of the acquired Fontana, California plant which commenced in November 2008, we completed the shut down of the acquired Cartersville, Georgia plant on October 31, 2009. Costs of approximately $5.9 million associated with shutting down these plants were recorded as an adjustment to the allocation of the purchase price. Costs associated with this restructuring include additional severance costs, lease costs, costs to be incurred as a result of the contractual obligation to put the facilities back to their original condition, equipment dismantling costs and operating costs of the facilities from November 1, 2009 until lease expiration, including estimated costs for security service, minimal utilities and property taxes. We paid approximately $1.2 million of these restructuring costs during the six months ended April 30, 2010. We expect to complete our restructuring activities related to the Fontana facility during fiscal 2010 and by July 2015 for the Cartersville facility (commensurate with the expiration of the Fontana and Cartersville leases).

Two of our three collective bargaining agreements expired in January 2010 and February 2010, respectively. Unions in these two agreements represent 242 employees, or 12% of our workforce, at April 30, 2010. The unionized employees at our Chino, California manufacturing facility have voted to decertify their union in favor of a new union. The expired contract has been extended until a new

contract is reached. In May 2010, a new union contract at our Mountaintop, Pennsylvania facility was entered into for a term from June 1, 2010 to January 31, 2013.

Market Conditions

In recent years, the market for resins has been extremely volatile, with record price increases followed by significant decreases and vice versa. During fiscal 2008, resin costs increased substantially, negatively impacting operating margins. This was followed by rapid and sharp decreases in resin costs in the beginning of fiscal 2009. Our early fiscal 2009 performance benefited from a temporary margin increase as resin costs decreased ahead of contractual selling price adjustments. During the first half of fiscal 2010, increasing resin costs totaling approximately $0.18 per pound have had a negative impact on operating margins as our resin costs increased ahead of our contractual selling price adjustments.

Average resin cost during the three months ended April 30, 2010 was 45% higher, or $0.22 per pound, than the average resin cost during the three months ended April 30, 2009. Average resin cost during the six months ended April 30, 2010 was 36% higher, or $0.17 per pound, than the average resin cost during the six months ended April 30, 2009. We believe that resin prices will continue to fluctuate widely during the remainder of fiscal 2010 due to production issues among the resin suppliers, combined with fluctuating prices of oil and natural gas and exporting activities. The marketplace in which we sell our products remains very competitive, and is further complicated by continuing adverse economic circumstances affecting many of our customers, distributors and suppliers. There can be no assurance that we will be able to pass on resin price increases on a penny-for-penny basis in the future, if such costs were to continue to increase.

Forecasts for the remainder of fiscal 2010 generally call for a weak recovery in the United States, with the continuation of high unemployment. It is difficult to predict the continuing impact of the economic slowdown on our business, but we expect that a weak economy will continue to strain the resources of our customers, distributors and suppliers and negatively impact our businesses and operations. We have implemented cost-reduction initiatives that are designed to increase efficiency and improve the way we run our business to meet the challenges of a volatile economic environment, as well as take advantage of opportunities in the marketplace. We are limited, however, in our ability to reduce costs to offset the results of a prolonged or severe downturn given the fixed cost nature of our business combined with our long term business strategy which demands that we remain in a position to respond when market conditions improve. We believe we have taken appropriate steps to minimize the impact of these conditions, primarily through staff reductions, shut downs of idle equipment and plant closures.

Defined Terms

The following table illustrates the primary costs classified in each major operating expense category:

Cost of Sales:

Materials, including packaging

Fixed manufacturing costs

Labor, direct and indirect

Depreciation

Inbound freight charges, including intercompany transfer freight charges

Utility costs used in the manufacturing process

Research and development costs

Quality control costs

Purchasing and receiving costs

Any inventory adjustments, including LIFO adjustments

Warehousing costs

Delivery Expenses:

All costs related to shipping and handling of products to customers, including transportation costs to third party providers

Selling, General and Administrative Expenses:

Personnel costs, including salaries, bonuses, commissions and employee benefits

Facilities and equipment costs

Insurance

Professional fees, including audit and Sarbanes-Oxley compliance

Our gross profit may not be comparable to that of other companies, since some companies include all the costs related to their distribution network in costs of sales and others, like us, include costs related to the shipping and handling of products to customers in delivery expenses, which is not a component of our cost of sales.

Results of Operations—Second Quarter of Fiscal 2010 Compared to Second Quarter of Fiscal 2009

The following table presents unaudited selected financial data for the three months ended April 30, 2010 and 2009 (dollars per lb. sold is calculated by dividing the applicable consolidated statements of operations category by pounds sold in the period):


	For the Three Months Ended								% increase/ (decrease) of $
	April 30, 2010				April 30, 2009
	$		$ Per lb. sold		$		$ Per lb. sold				$ increase/ (decrease)
	(in thousands, except for per pound data)
Net sales	$	215,662	$	1.02	$	182,567	$	0.92	18.1	%	$	33,095
Gross profit		25,805		0.12		41,681		0.21	(38.1	)%		(15,876	)
Operating expenses:
Delivery		10,360		0.05		9,357		0.05	10.7	%		1,003
Selling		9,247		0.04		9,549		0.05	(3.2	)%		(302	)
General and administrative		4,963		0.03		5,209		0.02	(4.7	)%		(246	)

Total operating expenses	$	24,570	$	0.12	$	24,115	$	0.12	1.9	%	$	455

Pounds sold				211,052 lbs.				198,413 lbs.

Net Sales

Net sales for the second quarter of fiscal 2010 increased $33.1 million, or 18%, to $215.7 million from $182.6 million for the second quarter of fiscal 2009. The increase was the result of a 9% increase in average selling prices attributable to higher resin costs during the comparable periods, positively affecting net sales by $17.3 million, combined with a 6% increase in sales volume positively affecting net sales by $12.7 million. The second quarter of fiscal 2010 also included a $3.1 million positive impact of foreign exchange relating to our Canadian operations.

Gross Profit

Gross profit for the second quarter of fiscal 2010 decreased $15.9 million to $25.8 million from $41.7 million in the same quarter of the prior fiscal year. There was a $15.2 million increase in the LIFO reserve during the second quarter of fiscal 2010 versus a $3.4 million increase in the LIFO reserve during the second quarter of fiscal 2009, for an aggregate increase of $11.8 million year-over-year. Excluding the effects of the LIFO reserve increase, gross profit decreased $4.1 million primarily

due to the lag in increasing our selling prices as resin prices increased an average of $0.13 per pound during the second quarter. The second quarter of fiscal 2010 also included $0.4 million of positive impact of foreign exchange relating to our Canadian operations and a $0.3 million decrease in share-based compensation.

Operating Expenses

Operating expenses for the second quarter of fiscal 2010 increased $0.5 million, or 1.9%, to $24.6 million from the comparable period in the prior fiscal year. The increase in operating expenses is primarily due to increased volumes sold in the current period increasing operating expenses by $1.2 million and $0.3 million of consulting costs associated with the implementation of our new operating system, partially offset by a decrease of $1.0 million related to share-based compensation costs associated with our stock options and performance units. The second quarter of fiscal 2010 also includes a $0.4 million unfavorable effect of foreign exchange increasing reported total operating expenses. The second quarter of fiscal 2009 included approximately $0.3 million related to transitional services associated with the Atlantis acquisition.

Interest Expense

Interest expense for the three months ended April 30, 2010 decreased $0.1 million as compared to the prior year period, resulting primarily from $0.2 million lower interest expense on our 2013 Notes, as a result of the extinguishment of $14.8 million of the 2013 Notes in April 2009, partially offset by $0.1 million of increased interest expense incurred on the capital leases originating in March 2009.

Other, net

Other, net for the three months ended April 30, 2010 amounted to $0.2 million in income, as compared to $0.1 million in expense for the three months ended April 30, 2009. The change between the periods is primarily attributable to unrealized gains on foreign currency denominated payables and receivables for the three months ended April 30, 2010 compared to unrealized losses on foreign currency denominated payables and receivables in the prior year period.

Income Tax Provision (benefit)

The benefit for income taxes for the three months ended April 30, 2010 was $0.9 million on a loss before the benefit for income taxes of $2.4 million. The difference between the effective tax rate of 38.4 percent and the U.S. statutory tax rate of 35.0 percent primarily relates to the benefit for state taxes in the United States, net, and the true-up of state taxes and utilization of previously reserved foreign tax credits related to U.S. receipt of the Canadian dividend.

The provision for income taxes for the three months ended April 30, 2009 was $7.2 million on income before the provision for income taxes of $18.8 million. The difference between our effective tax rate of 38.3 percent and the U.S. statutory tax rate of 35.0 percent primarily relates to the provision for state taxes in the United States, net of federal benefit and the utilization of net operating losses of the foreign operations.

Results of Operations—First Six Months of Fiscal 2010 Compared to First Six Months of Fiscal 2009

The following table presents unaudited selected financial data for the six months ended April 30, 2010 and 2009 (dollars per lb. sold is calculated by dividing the applicable consolidated statements of operations category by pounds sold in the period):


	For the Six Months Ended								% increase/ (decrease) of $
	April 30, 2010				April 30, 2009
	$		$ Per lb. sold		$		$ Per lb. sold				$ increase/ (decrease)
	(in thousands, except for per pound data)
Net sales	$	372,832	$	1.01	$	362,779	$	1.00	2.8	%	$	10,053
Gross profit		43,850		0.12		89,765		0.25	(51.2	)%		(45,915	)
Operating expenses:
Delivery		18,454		0.05		18,465		0.05	(0.1	)%		(11	)
Selling		17,650		0.05		18,583		0.05	(5.0	)%		(933	)
General and administrative		10,801		0.03		10,582		0.03	2.1	%		219

Total operating expenses	$	46,905	$	0.13	$	47,630	$	0.13	(1.5	)%	$	(725	)

Pounds sold				370,123 lbs.				363,223 lbs.

Net Sales

Net sales for the six months ended April 30, 2010 increased $10.0 million, or 3%, to $372.8 million from $362.8 million in the same period of the prior fiscal year. The increase was primarily the result of a 2% increase in sales volume. Despite a challenging economy and tough competition, our volumes remained strong during the second quarter. The first six months of fiscal 2010 also included a $5.0 million positive impact of foreign exchange relating to our Canadian operations.

Gross Profit

Gross profit for the first six months of fiscal 2010 decreased $46.0 million to $43.8 million from $89.8 million in the same period of the prior fiscal year. There was a $17.3 million increase in the LIFO reserve during the first six months of fiscal 2010 versus a $26.4 million decrease in the LIFO reserve during the first six months of fiscal 2009, for an aggregate increase of $43.7 million year-over-year. Excluding the effects of the LIFO reserve increase, gross profit decreased $2.3 million primarily due to the lag in selling price increases during the second quarter of fiscal 2010 and $0.8 million of consulting costs associated with the implementation of our new operating system, partially mitigated by the positive results of plant rationalization and other cost cutting initiatives implemented during fiscal 2009. The first six months of fiscal 2010 also included $0.8 million of positive impact of foreign exchange relating to our Canadian operations, and a $0.1 million decrease in share-based compensation.

Operating Expenses

Operating expenses for the first six months of fiscal 2010 decreased $0.7 million, or 1.5%, to $46.9 million from the comparable period in the prior fiscal year. The decrease in operating expenses is primarily due to cost cutting initiatives implemented during fiscal 2009 reducing operating expenses and a decrease of $0.1 million related to share-based compensation costs associated with our stock options and performance units, partially offset by increased volumes sold in the current period increasing operating expenses by $0.7 million, and $0.5 million of consulting costs associated with the implementation of our new operating system. The first six months of fiscal 2010 also includes $0.6 million unfavorable effect of foreign exchange increasing reported total operating expenses. The first six months of fiscal 2009 included approximately $0.8 million related to transitional services associated with the Atlantis acquisition.

Interest Expense

Interest expense for the six months ended April 30, 2010 decreased $0.7 million as compared to the prior year period, resulting primarily from lower average borrowings and interest rates on our Credit Facility reducing interest expense by $0.4 million, and $0.5 million lower interest expense on our 2013 Notes, as a result of the extinguishment of $14.8 million of the 2013 Notes in April 2009, partially offset by $0.2 million of increased interest expense incurred on the new capital leases originating in March 2009.

Other Operating Income

Other operating income for the six months ended April 30, 2010 was $0.2 million and represented net gains on sales of fixed assets during the period as compared to net gains on sales of fixed assets of $4,000 in the prior year period.

Other, net

Other, net for the six months ended April 30, 2010 amounted to $0.2 million in income, as compared to $0.4 million in expense for the six months ended April 30, 2009. The change between the periods is primarily attributable to unrealized gains on foreign currency denominated payables and receivables for the six months ended April 30, 2010 compared to unrealized losses on foreign currency denominated payables and receivables in the prior year period resulting from changes in foreign exchange rates, primarily the Canadian dollar.

Income Tax Provision (benefit)

The benefit for income taxes for the six months ended April 30, 2010 was $3.8 million on a loss before the benefit for income taxes of $10.2 million. The difference between the effective tax rate of 37.5 percent and the U.S. statutory tax rate of 35.0 percent primarily relates to the benefit for state taxes in the United States, net, true-up of deferred taxes as a result of a reduction in the Canadian statutory tax rate, and a provision for state taxes, withholding taxes paid and utilization of previously reserved foreign tax credits related to U.S. receipt of the Canadian dividend.

The provision for income taxes for the six months ended April 30, 2009 was $15.1 million on income before the provision for income taxes of $38.8 million. The difference between our effective tax rate of 38.9 percent and the U.S. statutory tax rate of 35.0 percent primarily relates to the provision for state taxes in the United States, net of federal benefit.

Reconciliation of Non-GAAP Measures to GAAP

We define Adjusted EBITDA as income (loss) before discontinued operations, interest expense, income taxes, depreciation and amortization, changes in LIFO reserve, non-operating income (expense) and share-based compensation expense (income). We believe Adjusted EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare our core operating results, including our return on capital and operating efficiencies, from period to period by removing the impact of our capital structure (interest expense from our outstanding debt), asset base (depreciation and amortization), tax consequences, changes in LIFO reserve (a non-cash charge/benefit to our consolidated statements of operations), non-operating items and share-based compensation. Furthermore, we use Adjusted EBITDA for business planning purposes and to evaluate and price potential acquisitions. In addition to its use by management, we also believe Adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate the financial performance of our company and other companies in the plastic films industry. Other companies may calculate Adjusted EBITDA differently, and therefore our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Adjusted EBITDA is not a measure of financial performance under U.S. generally accepted accounting principles (GAAP), and should not be considered in isolation or as an alternative to net income (loss), cash flows from operating activities and other measures determined in accordance with GAAP. Items excluded from Adjusted EBITDA are significant and necessary components to the operations of our business, and, therefore, Adjusted EBITDA should only be used as a supplemental measure of our operating performance.

The following is a reconciliation of our net (loss) income, the most directly comparable GAAP financial measure, to Adjusted EBITDA:


	Second Quarter Fiscal 2010			Second Quarter Fiscal 2009			April YTD Fiscal 2010			April YTD Fiscal 2009
	(in thousands)			(in thousands)			(in thousands)			(in thousands)
Net (loss) income	$	(1,497	)	$	11,570		$	(6,397	)	$	23,695
(Benefit) provision for taxes		(934	)		7,192			(3,839	)		15,084
Interest expense		3,850			3,945			7,610			8,293
Depreciation and amortization expense		5,482			4,740			10,726			9,364
Increase (decrease) in LIFO reserve		15,178			3,387			17,275			(26,361	)
Other non-operating income		(191	)		(5,137	)		(226	)		(4,933	)
Non-cash share-based compensation		(114	)		1,173			925			1,147

Adjusted EBITDA	$	21,774		$	26,870		$	26,074		$	26,289

Liquidity and Capital Resources

Summary

We have historically financed our operations through cash flows generated from operations and borrowings by us and our subsidiaries under various credit facilities. Our principal uses of cash have been to fund working capital, including operating expenses, debt service and capital expenditures, and to buy back shares of our common stock and 2013 Notes.

Despite the challenging financial markets and economic conditions, the Company maintains a strong balance sheet and liquidity that provides us with financial flexibility. As market conditions change, we continue to monitor our liquidity position. We ended the first six months of fiscal 2010 with a net debt position (current bank borrowings plus long term debt less cash and cash equivalents) of $193.7 million, compared with $169.7 million at the end of fiscal 2009. During the six months ended April 30, 2010, in addition to our normal operating activities, we repurchased 52,500 shares of our common stock in the open market for $1.9 million, invested $5.3 million in capital expenditures, and increased our inventory reflecting our continuing investment in resin in periods of rising prices.

Our working capital amounted to $96.5 million at April 30, 2010 compared to $74.1 million at October 31, 2009. The increase in working capital of $22.4 million was primarily due to a $7.8 million increase in accounts receivable as a result of higher sales, creation of $4.5 million in federal net operating loss carryforwards in the current period and a $10.0 million decrease in accrued expenses resulting from the payment of accrued fiscal 2009 bonuses and the payments made under our restructuring plan.

We believe that our cash flow from operations, assuming no material adverse change, combined with the availability of funds under our Credit Facility and credit lines available to our Canadian subsidiary for local currency borrowings, will be sufficient to meet our working capital and debt service requirements and planned capital expenditures for at least the next twelve months. However, continued world-wide financial market disruption may have a negative impact on our financial performance and position in the future. We believe our strong balance sheet affords us the flexibility to weather uncertain economic events from a position of strength. At April 30, 2010, we had an aggregate of approximately $110.9 million available under our various worldwide credit facilities.

Market Conditions

The general disruption in the U.S. capital markets has impacted the broader financial and credit markets and reduced the availability and increased the cost of debt and equity capital for the market as a whole. These conditions could persist for a prolonged period of time or worsen in the future. Although we are confident in our ability to access capital to meet our growth needs, there is a risk given the current economic environment that the capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions, our ability to refinance our existing debt (at reasonable interest rates or at all) and our ability to consummate acquisitions. In addition, the cost of debt financing and the proceeds of equity financing may be materially adversely impacted by these market conditions. Further, in the current volatile state of the credit markets, there is risk that any lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to: extending credit up to the maximum permitted by a credit facility, allowing access to additional credit features and otherwise accessing capital and/or honoring loan commitments.

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing of our operations for each of the six months ended April 30, 2010 and 2009:


	For the Six Months Ended April 30,
	2010			2009
	(in thousands)
Total cash provided by (used in) operations:
Operating activities	$	(16,965	)	$	55,841
Investing activities		(4,962	)		(8,121	)
Financing activities		21,766			(46,781	)
Effect of exchange rate changes on cash		256			(505	)

Increase in cash and cash equivalents	$	95		$	434

Note: See consolidated statements of cash flows included in Item 1, Financial Statements, of this Form 10-Q for additional information.

Operating Activities

Our cash and cash equivalents were $0.4 million at April 30, 2010, as compared to $0.3 million at October 31, 2009. Net cash used in operating activities during the six months ended April 30, 2010 was $17.0 million, and was comprised of a net loss of $6.4 million adjusted for non-cash operating income totaling $25.7 million. Cash used by operating activities includes a $7.8 million increase in accounts receivable resulting primarily from an increase in sales revenue in the first six months of fiscal 2010 as compared to the first six months of fiscal 2009, a $17.3 million increase in inventories resulting from our increased investment in inventories during a period of rising resin costs, and a $10.0 million decrease in accrued expenses, primarily as a result of bonus payments accrued at October 31, 2009 and paid during the first quarter of fiscal 2010 and payments made under our restructuring plan.

Investing Activities

Net cash used in investing activities during the six months ended April 30, 2010 was $5.0 million, resulting from $5.3 million in capital expenditures, partially offset by $0.3 million received from sales of machinery and equipment.

Financing Activities

Net cash provided by financing activities during the six months ended April 30, 2010 was $21.8 million, resulting primarily from $24.4 million in borrowings under our Credit Facility and $0.6 million of proceeds from issuance of common stock under our stock option and employee stock purchase plans, partially offset by repurchases of our common stock totaling $1.9 million, $0.5 million of capital lease payments, and $0.3 million of repayments of our Pennsylvania loans.

Discontinued Operations

There was no activity in the discontinued operations of our Spanish subsidiary during the six months ended April 30, 2010.

Sources of Liquidity

Debt

We maintain a secured credit facility with Wells Fargo Bank N.A., successor to Wachovia Bank N.A, as initial lender thereunder and as agent for the lenders thereunder, which was last amended and restated on October 30, 2008 (the “Credit Facility”). The Credit Facility has a maximum borrowing amount of $150.0 million, including a maximum of $20.0 million for letters of credit, and matures on December 15, 2012. We utilize the Credit Facility to provide funding for operations and other corporate purposes through daily bank borrowings and/or cash repayments to ensure sufficient operating liquidity and efficient cash management. Availability at April 30, 2010 and October 31, 2009 under the Credit Facility was $106.0 million and $113.3 million, respectively.

In addition to the amounts available under the Credit Facility, we also maintain a secured credit facility at our Canadian subsidiary which is used to support operations and is serviced by local cash flows from operations. Borrowings outstanding and availability under the Canadian credit facility were zero and $4.9 million, respectively, at April 30, 2010, and zero and $4.6 million, respectively at October 31, 2009.

Please refer to Note 6 of the consolidated financial statements for further discussion of our debt.

Repurchase Programs

Under a Board approved 2009 Senior Note Repurchase Program, on April 1, 2009 we repurchased and retired $14.8 million (principal amount) of the Company’s 2013 Notes at a price of 62.8% of par. On November 2, 2009, the Board terminated the 2009 Senior Note Repurchase Program and authorized the 2010 Senior Note Repurchase Program which allows us to spend up to $25.0 million to repurchase our outstanding 2013 Notes, all of which remains available for repurchase under the 2010 Senior Note Repurchase Program. Please refer to Note 6 of the consolidated financial statements for further discussion of the program.

In addition, on June 6, 2008, the Board approved an $8.0 million stock repurchase program (the “June 2008 Stock Repurchase Program”). Between November 9 and November 20, 2009, the Company repurchased under its June 2008 Stock Repurchase Program, 52,500 shares of its common stock in the open market at an average cost of $36.84 per share, totaling $1.9 million.

On June 7, 2010, the Board terminated the June 2008 Repurchase Program (which had approximately $6.1 million remaining as of such date) and approved a new $10.0 million stock repurchase program (the “June 2010 Repurchase Program”). Repurchases may be made in the open market, in privately negotiated transactions or by other means, from time to time, subject to market conditions, applicable legal requirements and other factors, including the limitations set forth in the our debt covenants. The program does not obligate us to acquire any particular amount of common stock and the program may be suspended at any time at our discretion.

Contractual Obligations and Off-Balance-Sheet Arrangements

Contractual Obligations and Commercial Commitments

Our contractual obligations and commercial commitments as of April 30, 2010 are as follows:


	For the Years Ending October 31,
	Borrowings		Interest on Fixed Rate Borrowings		Capital Leases, Including Amounts Representing Interest		Operating Leases		Total Commitments
	(in thousands)
Remainder of 2010	$	267	$	6,347	$	693	$	3,022	$	10,329
2011		441		12,684		1,386		5,016		19,527
2012		145		12,674		1,386		3,956		18,161
2013(1)		192,213		6,361		1,386		3,760		203,720
2014		89		48		1,386		3,232		4,755
Thereafter		967		225		578		2,314		4,084

Total(1)	$	194,122	$	38,339	$	6,815	$	21,300	$	260,576

(1)	Borrowings include $160.2 million Senior Notes due on March 15, 2013 and $31.9 million of variable rate borrowings (outstanding borrowings under our Credit Facility) due December 15, 2012. See Note 6 of the Consolidated Financial Statements for further discussion of our debt.

In addition to the amounts reflected in the table above:

Concurrent with the closing of the Atlantis acquisition, our Board approved a plan to realign and reorganize the Atlantis businesses. Management finalized its reorganization plan in October 2009. In addition to the shutdown of the acquired Fontana, California plant, which commenced in November 2008, we shut down the acquired Cartersville, Georgia plant on October 31, 2009. Costs of approximately $5.9 million associated with shutting down these plants have been recorded as an adjustment to the allocation of the purchase price. Costs associated with this restructuring include additional severance costs, lease costs, costs to be incurred as a result of the contractual obligation to put the facilities back to their original condition, equipment dismantling costs and operating costs of the facilities from November 1, 2009 until lease expiration. We incurred approximately $1.2 million of these restructuring costs during the six months ended April 30, 2010. We expect to complete the restructuring activities related to the Fontana facility during fiscal 2010 and by July 2015 for the Cartersville facility (commensurate with the expiration of the Fontana and Cartersville leases, respectively). Due to the current market conditions in the respective areas, no sublease income was assumed for purposes of calculating the estimated shut-down costs.

We expect to incur approximately $10.0 million of capital expenditures during the remainder of fiscal 2010.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financing arrangements with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Effects of Inflation

Inflation is not expected to have a significant impact on our business.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to customer rebates and incentives, product returns, doubtful accounts, inventories, including LIFO inventory valuations, litigation and contingency accruals, income taxes, including assessment of unrecognized tax benefits for uncertain tax positions, share-based compensation, leasing arrangements, impairment of long-lived assets and intangibles, including goodwill, and acquisitions, including costs associated with the restructuring of the Atlantis plants. Management bases its estimates and judgments on historical experience and various other factors, including the current economic environment, which we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting policies are described in detail in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the notes to the consolidated financial statements in our previously filed Annual Report on Form 10-K for the fiscal year ended October 31, 2009, filed with the U.S. Securities and Exchange Commission on January 14, 2010.

There were no changes to our critical accounting policies during the six months ended April 30, 2010.

New Accounting Pronouncements

In January 2010, the FASB issued an amendment to the standard pertaining to fair value measurements and disclosures. This amendment requires reporting entities to make more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements including information on purchases, sales, issuances, and settlements on a gross basis, and (4) the transfers between Levels 1, 2, and 3. The standard is effective for our fiscal year beginning November 1, 2011. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates and foreign currency exchange rates, which may adversely affect our results of operations and financial condition. We seek to minimize these risks through operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for trading purposes.

Interest Rates

The fair value of our fixed interest rate debt varies with changes in interest rates. Generally, the fair value of fixed rate debt will increase as interest rates fall and decrease as interest rates rise. At April 30, 2010, the carrying value of our total debt was $194.1 million of which approximately $162.2 million was fixed rate debt (2013 Notes and the Pennsylvania Industrial Loans). As of April 30, 2010, the estimated fair value of our 2013 Notes was approximately $160.7 million. As of April 30, 2010, the carrying value of our Pennsylvania Industrial Loans was $2.1 million which approximates fair value.

Floating rate debt at April 30, 2010 and October 31, 2009 totaled $31.9 million and $7.5 million, respectively. Based on the floating rate debt outstanding during fiscal 2010 (our Credit Facility), a one-percent increase or decrease in the average interest rate would result in a change to interest expense of approximately $0.2 million.

Foreign Exchange

We enter into derivative financial instruments (principally foreign exchange forward contracts) primarily to hedge intercompany transactions, trade sales and forecasted purchases. Foreign currency forward contracts reduce our exposure to the risk that the eventual cash inflows and outflows, resulting from these intercompany and third party trade transactions denominated in a currency other than the functional currency, will be adversely affected by changes in exchange rates.

The success of our hedging activities depends upon the accuracy of our estimates of various balances and transactions denominated in non-functional currencies. To the extent our estimates are correct, gains and losses on our foreign currency contracts will be offset by corresponding losses and gains on the underlying transactions. We had a total of 10 and 12 open foreign exchange forward contracts outstanding at April 30, 2010 and October 31, 2009, respectively, with total notional contract amounts of $3.9 million and $13.8 million, respectively, all of which have maturities of less than one year. The net fair value of foreign exchange forward contracts was a net asset of $18,000 and $140,000 at April 30, 2010 and October 31, 2009, respectively.

We do not use foreign currency forward contracts for speculative or trading purposes. We enter into foreign exchange forward contracts with financial institutions and have not experienced nonperformance by counterparties. We anticipate performance by all counterparties to such agreements.

See Note 11 to the Consolidated Financial Statements for further discussion.

Our Canadian subsidiary had no third party outstanding debt on April 30, 2010 and October 31, 2009, respectively. Such debt is generally denominated in the functional currency of the borrowing subsidiary. We believe that this enables us to better match operating cash flows with debt service requirements and to better match foreign currency-denominated assets and liabilities, thereby reducing our need to enter into foreign exchange forward contracts.

Commodities

We use commodity raw materials, primarily resin, and energy products in conjunction with our manufacturing process. Generally, we acquire such components at market prices and do not use financial instruments to hedge commodity prices. As a result, we are exposed to market risks related to changes in commodity prices in connection with these components.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of April 30, 2010, the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including the Certifying Officers, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their stated objectives and our Certifying Officers concluded that our disclosure controls and procedures were effective at a reasonable assurance level at April 30, 2010.

Changes in Internal Control over Financial Reporting

There were changes in our internal control over financial reporting that occurred during the six months ended April 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In particular, as of November 1, 2009, we implemented phase one of a new integrated operating system so that we can improve our ability to address the needs of our customers, as well as to create additional efficiencies and strengthen internal controls over our financial reporting. During the six months ended April 30, 2010, we supplemented the automated internal controls with additional manual and analytical procedures with a focus on revenue completeness, billing accuracy and inventory valuation.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

We are involved in routine litigation in the normal course of our business. The proceedings are not expected to have a material adverse impact on our results of operations, financial position or liquidity.

Item 1A.

Risk Factors

You should carefully consider the risks and uncertainties we describe in our Annual Report on Form 10-K for the fiscal year ended October 31, 2009, and in other reports filed thereafter with the SEC, including this report, before deciding to invest in or retain shares of our common stock. These are not the only risks and uncertainties that we face. Additional risks and uncertainties that we do not

currently know about or that we currently believe are immaterial, or that we have not predicted, may also harm our business operations or adversely affect us. If any of these risks or uncertainties actually occurs, our business, financial condition, operating results or liquidity could be materially and adversely affected. We do not believe there are any material changes to the risk factors discussed in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2009.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On June 6, 2008, our Board approved an $8.0 million stock repurchase program, subject to covenant restrictions. We did not repurchase any shares of our common stock in the quarter ended April 30, 2010. As of April 30, 2010, $6.1 million remained available for repurchase under the June 2008 stock repurchase program.

On June 7, 2010, the Board terminated the June 2008 Repurchase and approved a new $10.0 million stock repurchase program (the “June 2010 Repurchase Program”). Repurchases may be made in the open market, in privately negotiated transactions or by other means, from time to time, subject to market conditions, applicable legal requirements and other factors, including the limitations set forth in our debt covenants. The program does not obligate us to acquire any particular amount of common stock and the program may be suspended at any time at our discretion.

Item 3.

Defaults Upon Senior Securities

None

Item 4.

Reserved

Item 5.

Other Information

None

Item 6.

Exhibits


Exhibit #		Description

3.1		Fifth Amended and Restated By-laws of AEP Industries Inc. (Amended as of February 11, 2010), incorporated by reference to Exhibit 3.1 to the Registrant’s Current report on Form 8-K filed on February 16, 2010.

10.1		Letter Agreement, dated February 12, 2010, among AEP Industries Inc., KSA Capital Management, LLC, Daniel D. Khoshaba and each of the other persons set forth on the signature pages thereto, incorporated by reference to Exhibit 10.1 to the Registrant’s Current report on Form 8-K filed on February 16, 2010.

31.1	*	Certification of the Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	*	Certification of the Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	*	Certification of the Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	*	Certification of the Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed herewith

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.


	AEP Industries Inc.

Dated: June 9, 2010	By:	/S/ J. BRENDAN BARBA
		J. Brendan Barba Chairman of the Board, President and Chief Executive Officer (principal executive officer)

Dated: June 9, 2010	By:	/S/ PAUL M. FEENEY
		Paul M. Feeney Executive Vice President, Finance and Chief Financial Officer (principal financial officer)

AEP INDUSTRIES INC - FORM 10-Q - June 9, 2010

Attached files

Stock widget

Investing forum

AEP INDUSTRIES INC Reports

Also read