MOD PAC CORP - FORM 10-Q - August 1, 2012

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - MOD PAC CORP	ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - MOD PAC CORP	ex31-1.htm
EX-32.2 - EXHIBIT 32.2 - MOD PAC CORP	ex32-2.htm
EX-31.2 - EXHIBIT 31.2 - MOD PAC CORP	ex31-2.htm
EXCEL - IDEA: XBRL DOCUMENT - MOD PAC CORP	Financial_Report.xls

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended: June 30, 2012

[ ]	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: 0-50063

MOD-PAC CORP.

(Exact Name of Registrant as Specified in its Charter)

New York (State or other jurisdiction of incorporation or organization)	16-0957153 (I.R.S. Employer Identification No.)

1801 Elmwood Avenue, Buffalo, New York	14207
(Address of principal executive office)	(Zip Code)

(716) 873-0640

(Registrant's telephone number, including area code)

______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days. Yes [ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

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

	Large accelerated filer [ ]			Accelerated filer [ ]

	Non-accelerated filer [ ] (Do not check if a smaller reporting company)			Smaller reporting company [ X ]

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 shares outstanding of each class of common stock as of June 30, 2012 was:

	Common Stock, $0.01 par value	2,637,734 shares

	Class B Common Stock, $0.01 par value	571,095 shares

MOD-PAC CORP.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

Page

PART I.	FINANCIAL INFORMATION

	Item 1.	Consolidated Balance Sheets
		June 30, 2012 and December 31, 2011	3

		Consolidated Statements of Operations
		Six Months Ended and Three Months Ended June 30, 2012 and July 2, 2011	4

		Consolidated Statements of Cash Flows
		Six Months Ended June 30, 2012 and July 2, 2011		5

		Notes to Consolidated Financial Statements		6-10

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		11-13

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		13

	Item 4.	Controls and Procedures		13-14

PART II.	OTHER INFORMATION

	Item 1.	Legal Proceedings		14

	Item 1A.	Risk Factors		14

	Item 2.	Unregistered Sales of Equity Securities	14

	Item 3.	Defaults Upon Senior Securities	14

	Item 4.	Mine Safety Disclosures		14

	Item 5.	Other Information		14

	Item 6.	Exhibits		14-15

SIGNATURES				16

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MOD-PAC CORP.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	(Unaudited)
	June 30, 2012			December 31, 2011
Current assets:
Cash and cash equivalents	$	260		$	3,900
Accounts receivable		5,878			5,400
Allowance for doubtful accounts		(15	)		(20	)
Net accounts receivable		5,863			5,380
Inventories		7,636			7,023
Refundable income taxes		86			219
Prepaid expenses		586			506
Total current assets		14,431			17,028

Property, plant and equipment, at cost:
Land		1,192			1,192
Buildings and improvements		12,997			12,789
Machinery and equipment		50,797			50,566
Construction in progress		2,860			168
		67,846			64,715
Less accumulated depreciation		(52,358	)		(51,065	)
Net property, plant and equipment		15,488			13,650
Deferred income taxes		244			-
Other assets		487			466
Total assets	$	30,650		$	31,144

Current liabilities:
Current maturities of long-term debt	$	63		$	89
Accounts payable		2,510			2,151
Accrued expenses		484			1,171
Total current liabilities		3,057			3,411

Long-term debt		1,800			1,820
Other liabilities		26			27
Deferred income taxes		-			87
Total liabilities		4,883			5,345

Shareholders' equity:
Common stock, $.01 par value, authorized 20,000,000 shares, issued 3,636,543 in 2012, 3,623,945 in 2011		36			36
Class B common stock, $.01 par value, authorized 5,000,000 shares, issued 571,095 in 2012, 582,493 in 2011		6			6
Additional paid-in capital		3,981			3,771
Retained earnings		29,754			29,996
Treasury stock at cost, 998,809 shares in 2012 and 2011		(8,010	)		(8,010	)
Total shareholders' equity		25,767			25,799

Total liabilities and shareholders' equity	$	30,650		$	31,144

See accompanying notes to consolidated financial statements.

MOD-PAC CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	(Unaudited)						(Unaudited)
	Six Months Ended						Three Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Revenue:
Net sales	$	27,103		$	27,082		$	13,413		$	13,281
Rental income		190			224			77			114
Total revenue		27,293			27,306			13,490			13,395

Costs and expenses:
Cost of products sold		23,732			22,358			11,704			10,694
Selling, general and administrative expenses		3,801			3,771			1,897			1,948
(Loss) income from operations		(240	)		1,177			(111	)		753

Interest expense		(96	)		(97	)		(49	)		(48	)
Other income, net		2			145			1			36
(Loss) income before taxes		(334	)		1,225			(159	)		741
Income tax (benefit) expense		(91	)		389			(39	)		262
Net (loss) income	$	(243	)	$	836		$	(120	)	$	479

(Loss) income per share:
Basic	$	(0.08	)	$	0.25		$	(0.04	)	$	0.14

Diluted	$	(0.08	)	$	0.24		$	(0.04	)	$	0.14

See accompanying notes to consolidated financial statements.

MOD-PAC CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	(Unaudited)
	Six Months Ended
	June 30, 2012			July 2, 2011
Cash flows from operating activities:
Net (loss) income	$	(243	)	$	836
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		1,574			1,454
Adjustment to provision for doubtful accounts		(11	)		(11	)
Stock option compensation expense		209			271
Deferred income taxes		(331	)		42
Gain on disposal of assets		-			(49	)
Cash flows from changes in operating assets and liabilities:
Accounts receivable		(472	)		(697	)
Inventories		(613	)		(828	)
Prepaid expenses		(80	)		(29	)
Other liabilities		(1	)		2
Accounts payable		359			299
Payable (refundable) income taxes		133			(122	)
Accrued expenses		(687	)		(158	)

Net cash (used in) provided by operating activities		(163	)		1,010

Cash flows from investing activities:
Proceeds from the sale of assets		-			49
Change in other assets		(28	)		9
Capital expenditures		(3,405	)		(962	)

Net cash used in investing activities		(3,433	)		(904	)

Cash flows from financing activities:
Principal payments on long-term debt		(46	)		(114	)
Proceeds from the issuance of stock		2			6

Net cash used in financing activities		(44	)		(108	)

Net decrease in cash and cash equivalents		(3,640	)		(2	)

Cash and cash equivalents at beginning of year		3,900			3,440

Cash and cash equivalents at end of period	$	260		$	3,438

See accompanying notes to consolidated financial statements.

MOD-PAC CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2012

(unaudited)

1) Basis of Presentation

The Registrant, MOD-PAC CORP., is referred to in this Quarterly Report on Form 10-Q as “MOD-PAC” or "the Company" or in the nominative “we” or the possessive “our.”

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. Operating results for the six-month period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted U.S. accounting principles for complete financial statements.

For further information, refer to the financial statements and footnotes thereto included in the Company's 2011 annual report on Form 10-K.

Revenue is recognized when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms.

2) Product Line Net Sales

Product line net sales are as follows:

(in thousands)

	Six Months Ended				Three Months Ended
	June 30, 2012		July 2, 2011		June 30, 2012		July 2, 2011
Folding cartons:
Custom folding cartons	$	21,512	$	21,322	$	11,131	$	10,833
Stock packaging		4,246		4,267		1,548		1,652
Folding cartons sub-total		25,758		25,589		12,679		12,485

Personalized print		1,345		1,493		734		796

Total	$	27,103	$	27,082	$	13,413	$	13,281

3) (Loss) Income Per Share

The following table sets forth the computation of (loss) income per share:

(in thousands, except per share data)

	Six Months Ended					Three Months Ended
	June 30, 2012			July 2, 2011		June 30, 2012			July 2, 2011
Net (loss) income	$	(243	)	$	836	$	(120	)	$	479

Basic weighted average shares outstanding		3,208			3,350		3,209			3,352
Net effect of diluted stock options		-			118		-			130
Diluted weighted average shares outstanding		3,208			3,468		3,209			3,482

Basic (loss) income per share	$	(0.08	)	$	0.25	$	(0.04	)	$	0.14

Diluted (loss) income per share	$	(0.08	)	$	0.24	$	(0.04	)	$	0.14

There was no effect for stock options that were dilutive for the three and six months ended June 30, 2012 since the Company had a net loss.

For the six months ended July 2, 2011, approximately 325 thousand of common shares potentially issuable from the exercise of stock options were excluded from the calculation of diluted earnings per share because the exercise price was greater than the average market price of common stock for the respective period.

4) Inventories

Inventories are stated at the lower of cost or market, cost being determined in accordance with the first-in, first-out method.

Inventories are as follows:

(in thousands)

	June 30, 2012		December 31, 2011
Raw material	$	3,514	$	3,069
Work in progress		293		248
Finished goods		3,829		3,706
Total inventory	$	7,636	$	7,023

5) Income Taxes

The Company’s effective tax rate for the second quarter and first half of 2012 was 24.5% and 27.2%, respectively. The effective tax rate for the second quarter and first half of 2012 was recorded at a rate lower than customary mainly due to additional state income taxes. The Company’s effective tax rate for the second quarter and first half of 2011 was 35.4% and 31.8%, respectively. The effective tax rate for the first six months of 2011 was recorded at a rate lower than customary mainly due to alternative minimum tax credits.

The Company's continuing practice is to recognize interest and/or penalties related to income tax matters in SG&A expense. As of June 30, 2012, the Company had no amounts accrued related to uncertain tax positions. The tax years 2007, 2008, 2009, 2010 and 2011 remain open to examination by the major taxing jurisdictions to which the Company is subject.

6) Stock-Based Compensation

MOD-PAC CORP. established a Stock Option Plan that authorized the issuance of 800,000 shares of Common Stock for the purpose of attracting and retaining executive officers and key employees, and to align management’s interests with those of the shareholders of MOD-PAC CORP. The options must be exercised no more than ten years from the grant date and vest over up to a five-year period. The exercise price for the options is equal to the fair market value of the common stock at the date of grant.

MOD-PAC CORP. established the Director’s Stock Option Plan that authorized the issuance of 200,000 shares of Common Stock for the purpose of attracting and retaining the services of experienced and knowledgeable outside directors, and to align their interest with those of its shareholders. The options must be exercised no more than ten years from the grant date and vest after six months. The exercise price for the options is equal to the fair market value at the date of grant.

The Company uses a straight-line method of attributing the value of stock-based compensation expense, subject to minimum levels of expense, based on vesting. Stock compensation expense recognized during the period is based on the value of the portion of shared-based payment awards that is ultimately expected to vest during the period.

The fair value of stock options granted was estimated on the date of grant using the Black-Scholes option-pricing model. The weighted average fair value of the options was $3.20 for options granted during the six months ended July 2, 2011. The following table provides the range of assumptions used to value stock options granted during the six months ended July 2, 2011. There were no options granted during the six months end June 30, 2012.

	Six Months Ended
	July 2, 2011
Expected volatility		77	%
Risk-free rate		2.2	%
Expected dividends		0	%
Expected term (in years)		5.5

To determine expected volatility, the Company uses recent historical volatility based on weekly closing prices of its Common Stock over a period of time equal to the expected life of the options. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the appropriate term of the options granted. Expected dividends are based on the Company’s history and expectation of dividend payouts. The expected term of stock options is based on vesting schedules, expected exercise patterns and contractual terms.

A summary of the Company’s stock option activity and related information for the six months ended June 30, 2012 is as follows:

(aggregate intrinsic value in thousands)

	Options			Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at January 1, 2012		769,469		$	6.35	$	1,240
Options expired		(13,874	)		10.34
Options exercised		(1,200	)		1.85
Outstanding at June 30, 2012		754,395		$	6.29	$	544

Exercisable at June 30, 2012		664,995		$	6.52	$	468

The aggregate intrinsic value in the preceding table represents the total pretax option holder’s intrinsic value, based on the Company’s closing stock price of Common Stock of $4.96 as of June 30, 2012, which would have been received by the option holders had all option holders with an exercise price less than the market price been exercised as of that date. The Company’s current policy is to issue additional new shares upon exercise of stock options.

There were 35 thousand options that vested since December 31, 2011. At June 30, 2012, total compensation costs related to non-vested awards not yet recognized was $196 thousand which will be recognized over a weighted average period of 1.9 years.

The following is a summary of weighted average exercise prices and contractual lives for outstanding and exercisable stock options as of June 30, 2012:

	Outstanding						Exercisable
Exercise Price Range	Shares		Weighted Average Remaining Life in Years		Weighted Average Exercise Price		Shares		Weighted Average Remaining Life in Years		Weighted Average Exercise Price
$1.68 to $4.86		335,450		7.4	$	3.35		270,850		7.3	$	3.23
$5.39 to $6.03		127,545		6.0	$	5.73		110,045		5.5	$	5.70
$7.36 to $10.34		187,600		3.8	$	8.57		180,300		3.8	$	8.62
$11.68 to $15.54		103,800		3.1	$	12.33		103,800		3.2	$	12.33
		754,395		5.7	$	6.29		664,995		5.4	$	6.52

7) Capital Structure

The Company's Class B stock is fully convertible into Common stock on a one-for-one basis at no cost. During the first six months of 2012, 11,398 shares of Class B stock were converted to Common stock.

8) Information Regarding Industry Segments

The Company operates as one reporting segment. The Company’s customer base is comprised of companies and individuals throughout the United States and North America and is diverse in both geographic and demographic terms. The format of the information used by the Company’s President and CEO is consistent with the reporting format used in the Company’s 2011 Form 10-K and other external information.

9) Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying value of the Company’s accounts receivable and accounts payable approximate fair value due to the short-term nature of the instruments. The recorded amounts for long-term debt approximate fair value based on current market rates of similar instruments.

10) Long-Term Debt

Long-term debt includes the following:

(in thousands)

	June 30, 2012			December 31, 2011
Capital lease obligations:
Building - due in 2023; bears interest at 10%; payable monthly	$	1,800		$	1,800
Equipment		13			27
		1,813			1,827
Less estimated current maturities		(13	)		(24	)
Capital lease obligations - long-term		1,800			1,803

Equipment loans		50			82
Less estimated current maturities		(50	)		(65	)
Equipment loans - long-term		-			17

Total long-term debt	$	1,800		$	1,820

11) Assets Under Capital Leases Included in Property, Plant and Equipment

Assets under capital leases included in property, plant and equipment are summarized as follows:

(in thousands)

	June 30, 2012			December 31, 2011
Land	$	400		$	400
Building		4,183			4,154
Equipment		89			89
		4,672			4,643
Less accumulated depreciation		(1,421	)		(1,314	)

Net assets under capital leases	$	3,251		$	3,329

12) Long-Lived Assets

Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. An impairment loss is recognized if the carrying amount of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. That assessment is based on the carrying amount of the asset or asset group at the date tested. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its fair value which is based upon estimated future discounted cash flows.

Based on this testing, no asset impairment charges were recognized in the first six months of 2012 or 2011.

13) Line of Credit

The Company has access to a $3.0 million secured line of credit with a commercial bank which expires June 9, 2013. Interest on the line of credit is based on LIBOR plus 2.75%, with an interest floor of 3.35%. At June 30, 2012, $0.2 million was in use through a standby letter of credit and there was no balance drawn on the line. The Company was in compliance with all applicable covenants at June 30, 2012. The amount of the line of credit that was unused and available to the Company at June 30, 2012 was $2.8 million.

14) Recently Issued Accounting Standards

The Company’s management has reviewed recent accounting pronouncements issued through the date of the issuance of the financial statements. In management’s opinion, none of these new pronouncements apply or will have a material effect on the Company’s financial statements.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

MOD-PAC CORP. is a high value-added, on-demand print services firm that designs and manufactures custom and stock folding cartons. Our core business and area of growth is the custom folding cartons product line. Customers in this segment are generally in the healthcare, confectionary, food and food service, and automotive industries, including private label manufacturers. Our expertise in this market is our on-demand processing capability. We utilize in-house graphic services, structural engineering and die-making to design, manufacture and print the specific quantities of custom folding cartons required by our customers as opposed to printing long runs and creating inventory and obsolescence challenges either for our customers or ourselves. As a result, we do not require minimum print orders and are more flexible than most printers in addressing our customers’ needs. This capability has served our private label customers extremely well. They frequently have several of the same carton design, but with varying print requirements for their customers.

We are a leading provider of personalized Stock Packaging for the private confectionery and bakery industry with over 4,000 customers in North America. Packages are stocked in a variety of sizes and can be customized with foil stamping for the customer. We also have cellophane window options for displaying the product inside the boxes. This product line tends to be seasonal in nature mostly associated with major holidays.

We have a small Personalized Print consumer and corporate product line which also supports the Stock Packaging product line. Its channels to market include an onsite store, catalogs and internet sales. It designs and customizes products such as personalized dinner and cocktail napkins, small boxes for sundries at events and other celebration type items for the retail and corporate markets. We compete with much larger companies in the personalized print industry, although we have developed a strong brand in Krepe-Kraft among event planners and wedding coordinators. Our products are provided to third-party web-stores and are available directly to the retail market through our websites, partybasics.com and myweddingbasics.com.

REVENUE

For the second quarter of 2012, total revenue was $13.5 million compared with $13.4 million in 2011, an increase of 0.7%. The custom folding carton product line sales were $11.1 million compared with $10.8 million in the second quarter of 2011. The 2.8% increase was mainly due to the sales ramp-up of a new customer and increased business from several large existing customers, offset partially by decreased business with several existing customers and decreased waste sales due to receding market conditions. Sales of the Company’s stock packaging product line were $1.5 million compared with $1.7 million in the second quarter of 2011, down 6.3%, primarily the result of the timing related to the Easter holiday period. Personalized print sales for the second quarter of 2012 were $0.7 million, a decrease of 7.8% from 2011, mainly due to continued weakness in this market.

For the first six months of 2012, total revenue was $27.3 million, relatively unchanged from 2011. The custom folding cartons product line sales were $21.5 million compared with $21.3 million in 2011. The increase of 0.9% was mainly due to increased business from several large existing customers, offset partially by decreased business with several other large existing customers and decreased waste sales due to receding market conditions. Sales of the Company’s stock packaging product line were $4.2 million, relatively unchanged from the prior year. A slight increase in product sales was offset by decreased waste sales due to receding market conditions. Personalized print sales for the first six months of 2012 were $1.3 million, a decrease of 9.9% compared with the same period of 2011, primarily due to continued weakness in the market.

EXPENSES AND MARGINS

Gross margin was 13.2% for the second quarter of 2012, compared with 20.2% in the second quarter of 2011. Gross margin was negatively affected by weaker sales mix, employee benefits costs and depreciation expense, offset partially by decreased repairs expense and utilities expense.

Selling, general, and administrative (“SG&A”) costs were $1.9 million in the second quarter of 2012, a decrease of 2.6% from the same period in the prior year. This decrease was driven primarily by decreased employee benefits costs, offset partially by increased professional service costs.

Gross margin was 13.0% for the first six months of 2012, compared to 18.1% for the same period of 2011. Gross margin was negatively affected by weaker sales mix, lower paper board waste sales, increased paperboard cost, employee benefits costs and depreciation expense, offset partially by decreased repairs expense and utilities expense.

SG&A costs of $3.8 million in the first six months of 2012 were relatively unchanged from the same period in 2011. Increased professional services costs in the current year were offset by decreased employee related costs.

TAXES

NET LOSS/INCOME AND LOSS/INCOME PER SHARE

The net loss for the second quarter of 2012 was $0.1 million, compared with net income of $0.5 million in the second quarter of 2011. The net loss was due to the fluctuations discussed above. Diluted loss per share was $0.04 in the second quarter of 2012 and income of $0.14 in the second quarter of 2011.

The net loss for the first six months of 2012 was $0.2 million or $0.08 per diluted share, compared with income of $0.8 million, or $0.24 per diluted share, in the first six months of 2011. This net loss was due to the fluctuations discussed above.

LIQUIDITY

Cash and cash equivalents at June 30, 2012 was $0.3 million, which was down from the $3.9 million balance at December 31, 2011 for the reasons set forth below.

Inventory increased by $0.6 million mainly due to planned forward purchasing of raw material.

Capital expenditures, driven primarily by productivity improvement and capacity investments, for the first six months of 2012 and 2011 were $3.4 million and $1.0 million, respectively. The Company expects total capital expenditures to be approximately $5.0 to $5.2 million for the 2012 year compared to $2.3 million for the 2011 year. Depreciation and amortization for the first six months of 2012 and 2011 was $1.6 million and $1.5 million, respectively.

There were no shares repurchased by the Company during the first six months of 2012. The Company has authorization to repurchase 200,000 shares at June 30, 2012. The closing price of the Company’s stock at June 30, 2012 was $4.96. At this price, the repurchase of 200,000 shares would require $1.0 million.

The Company believes that cash and cash equivalents, which totaled $0.3 million at June 30, 2012, in combination with its secured line of credit and cash expected to be generated from operations, will be adequate for the Company to meet its obligations, other working capital requirements and capital expenditure needs for the foreseeable future.

COMMITMENTS

The Company has commitments for items that it purchases in the normal on-going affairs of the business. The Company is not aware of any obligations in excess of normal market conditions, or of any long-term commitments that would have a material adverse effect on its financial condition.

MARKET RISK

There has been no significant change in market risks since December 31, 2011.

As a result of short cycle times, the Company does not have any long-term commitments to purchase production raw materials or sell products that would present significant risks due to price fluctuations. Raw paper stock is available to us from multiple domestic sources; as a result, we believe the risk of supply interruptions, due to such things as strikes at the source of supply or to failures in logistics systems, are limited.

Risks due to fluctuation in interest rates are not material to the Company at June 30, 2012 because of our limited exposure to floating rate debt.

Over 90% of the Company's power needs are met through natural gas. The Company has investigated supply contracts of various lengths and currently it has supply arrangements for fixed prices on approximately 100% of its estimated usage through October 2012. Historically, the price of natural gas has fluctuated widely. The Company monitors the availability of natural gas, considering such factors as amount in storage, gas production data and transportation data, so that it can take appropriate action if concerns about availability occur. The Company has investigated and tested a back-up power source in the form of a rented transportable diesel-powered generator.

In the first quarter of 2012, the Company began a project to convert the majority of its energy procurement from natural gas to electricity. This project is expected to be completed and operational in the fourth quarter of 2012.

We have no foreign operations, nor do we transact any business in foreign currencies. Accordingly, we have no foreign currency market risks.

The market risk that the Company was exposed to at December 31, 2011 was generally the same as described above.

CRITICAL ACCOUNTING POLICIES

There have been no changes in critical accounting policies in the current year from those disclosed in our 2011 Form 10-K.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties. All statements contained herein that are not clearly historical in nature are forward-looking, and the word "anticipate," "believe," "expect," "estimate," "project," and similar expressions are generally intended to identify forward-looking statements. Any forward looking statement contained herein, in press releases, written statements or other documents filed with the Securities and Exchange Commission, or in MOD-PAC's communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls, regarding expectations with respect to sales, earnings, cash flows, operating efficiencies, product and market channel expansions, capacity utilization and expansion, and repurchase of capital stock, are subject to known and unknown risks, uncertainties and contingencies. Many of these risks, uncertainties, and contingencies are beyond our control, and may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Factors that might affect such forward-looking statements include, among other things:

Overall economic and business conditions;

The demand for MOD-PAC's goods and services;

Customer acceptance of the products and services MOD-PAC provides;

Competitive factors in print and print services and folding cartons industries;

Changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations);

Fluctuation in costs of natural gas supplies in Western New York State;

The internal and external costs of compliance with laws and regulations such as Section 404 of the Sarbanes-Oxley Act of 2002; and

Litigation against the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Market Risk in Item 2, above.

Item 4. Controls and Procedures

(a.)	Evaluation of Disclosure Controls and Procedures:

The Company’s management, with the participation of the Company’s President and Chief Executive Officer, and Chief Operating Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a - 15(e) and 15(d) - 15(e) of the Securities Exchange Act of 1934, as of June 30, 2012. Based on that evaluation, the Company’s President and Chief Executive Officer, and Chief Operating Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2012.

(b.)	Changes in Internal Control over Financial Reporting:

There were no changes in the Company’s internal control over financial reporting during the first six months of 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

There are no material pending legal proceedings to which the Registrant or any of its subsidiaries is a party or of which any of their property is the subject.

Item 1A.

Risk Factors

There has been no significant change to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Period	(a) Total Number of Shares (or Units) Purchased		b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1 - April 28, 2012		-		N/A		-		200,000
April 29 - May 26, 2012		-		N/A		-		200,000
May 27 - June 30, 2012		-		N/A		-		200,000
Total		-		N/A		-		200,000

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Not applicable.

Item 6.

Exhibits

Exhibit 31.1

Section 302 Certification - President and Chief Executive Officer

Exhibit 31.2

Section 302 Certification – Chief Operating Officer and Chief Financial Officer

Exhibit 32.1

Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2

Certification of Chief Operating Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.INS*

XBRL Instance Document

Exhibit 101.SCH*

XBRL Taxonomy Extension Schema

Exhibit 101.CAL*

XBRL Taxonomy Extension Calculation Linkbase

Exhibit 101.DEF*

XBRL Taxonomy Extension Definition Linkbase

Exhibit 101.LAB*

XBRL Taxonomy Extension Label Linkbase

Exhibit 101.PRE*

XBRL Taxonomy Extension Presentation Linkbase

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MOD-PAC CORP,
	(Registrant)

	Date: August 1, 2012

	/s/ David B. Lupp
	David B. Lupp Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)

Attached files

MOD PAC CORP Reports

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