10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended:  September 30, 2012

OR

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

For the transition period from

Commission file number 1-10233

MAGNETEK, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	95-3917584
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

N49 W13650 Campbell Drive

Menomonee Falls, Wisconsin  53051

(Address of principal executive offices)

(262) 783-3500

(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 a smaller reporting company.  See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [   ] Accelerated filer [ ] Non-accelerated filer [   ] 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 Registrant’s Common Stock, as of November 1, 2012, was 3,177,050 shares.

FISCAL YEAR 2012 MAGNETEK FORM 10-Q

TABLE OF CONTENTS FOR THE QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2012

MAGNETEK, INC.

Part I.                      Financial Information

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures

Part II.                      Other Information

Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults upon Senior Securities
Item 4.	Mine Safety Disclosures
Item 5.	Other Information
Item 6.	Exhibits

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PART I.  FINANCIAL INFORMATION

Item 1 – Financial Statements

MAGNETEK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data, unaudited)

	Three Months Ended
	(13 Weeks) September 30, 2012			(13 Weeks) October 2, 2011
Net sales	$	26,863		$	29,220
Cost of sales	17,193			19,408
Gross profit	9,670			9,812
Operating expenses:
Research and development	1,016			1,029
Pension expense	1,675			1,363
Selling, general and administrative	5,088			5,170
Total operating expenses	7,779			7,562
Income from continuing operations before income taxes	1,891			2,250
Provision for income taxes	231			284
Income from continuing operations	1,660			1,966
Loss from discontinued operations, net of tax	(159		)	(232		)
Net income	$	1,501		$	1,734
Earnings per common share - basic:
Income from continuing operations	$	0.52		$	0.62
Loss from discontinued operations	(0.05		)	(0.07		)
Net income per common share	$	0.47		$	0.55
Earnings per common share - diluted:
Income from continuing operations	$	0.51		$	0.61
Loss from discontinued operations	(0.05		)	(0.07		)
Net income per common share	$	0.46		$	0.54
Weighted average shares outstanding:
Basic	3,174			3,143
Diluted	3,255			3,203

See accompanying notes

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MAGNETEK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data, unaudited)

	Nine Months Ended
	(39 Weeks) September 30, 2012		(39 Weeks) October 2, 2011
Net sales	$	84,589	$	88,109
Cost of sales	54,123		59,154
Gross profit	30,466		28,955
Operating expenses:
Research and development	2,961		3,320
Pension expense	5,025		4,552
Selling, general and administrative	15,598		15,713
Total operating expenses	23,584		23,585
Income from continuing operations before income taxes	6,882		5,370
Provision for income taxes	774		627
Income from continuing operations	6,108		4,743
Income (loss) from discontinued operations, net of tax	5,493		(853		)
Net income	$	11,601	$	3,890
Earnings per common share - basic:
Income from continuing operations	$	1.93	$	1.51
Income (loss) from discontinued operations	1.73		(0.27		)
Net income per common share	$	3.66	$	1.24
Earnings per common share - diluted:
Income from continuing operations	$	1.87	$	1.48
Income (loss) from discontinued operations	1.68		(0.27		)
Net income per common share	$	3.55	$	1.21
Weighted average shares outstanding:
Basic	3,168		3,137
Diluted	3,263		3,196

See accompanying notes

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MAGNETEK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands, unaudited)

	Three Months Ended					Nine Months Ended
	September 30, 2012		October 2, 2011			September 30, 2012		October 2, 2011
Net income	$	1,501	$	1,734		$	11,601	$	3,890
Change in unrecognized pension liability	2,000		1,599			6,000		4,963
Change in currency translation adjustments	165		(290		)	184		(114		)
Comprehensive income	$	3,666	$	3,043		$	17,785	$	8,739

See accompanying notes

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MAGNETEK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

ASSETS	September 30, 2012			January 1, 2012
	(Unaudited)
Current assets:
Cash and cash equivalents	$	27,113		$	20,594
Restricted cash	262			262
Accounts receivable, net	17,231			16,739
Inventories	14,707			13,705
Prepaid expenses and other current assets	756			932
Total current assets	60,069			52,232
Property, plant and equipment	22,631			21,873
Less: accumulated depreciation	18,557			17,887
Net property, plant and equipment	4,074			3,986
Goodwill	30,497			30,465
Other assets	5,122			5,322
Total Assets	$	99,762		$	92,005
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	11,022		$	14,373
Accrued liabilities	7,048			6,504
Total current liabilities	18,070			20,877
Pension benefit obligations, net	89,419			98,108
Other long term obligations	1,451			1,517
Deferred income taxes	7,938			7,248
Commitments and contingencies
Stockholders’ deficit
Common stock	32			32
Paid in capital in excess of par value	141,587			140,743
Retained earnings	12,934			1,333
Accumulated other comprehensive loss	(171,669		)	(177,853		)
Total stockholders' deficit	(17,116		)	(35,745		)
Total Liabilities and Stockholders' Deficit	$	99,762		$	92,005

See accompanying notes

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MAGNETEK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands, unaudited)

	Nine Months Ended
	(39 Weeks) September 30, 2012			(39 Weeks) October 2, 2011
Cash flows from operating activities:
Net income	$	11,601		$	3,890
(Income) loss from discontinued operations	(5,493		)	853
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	649			687
Amortization of intangible assets	40			39
Stock based compensation expense	630			483
Pension expense	5,025			4,552
Deferred income tax provision	690			586
Changes in operating assets and liabilities	(2,755		)	2,919
Cash contribution to pension fund	(7,714		)	(4,950		)
Net cash provided by (used in) operating activities - continuing operations	2,673			9,059
Net cash provided by (used in) operating activities - discontinued operations	4,367			(1,136		)
Net cash provided by (used in) operating activities	7,040			7,923
Cash flows from investing activities:
Capital expenditures	(731		)	(868		)
Net cash provided by (used in) investing activities - continuing operations	(731		)	(868		)
Net cash provided by (used in) investing activities - discontinued operations	—			—
Net cash provided by (used in) investing activities	(731		)	(868		)
Cash flow from financing activities:
Proceeds from issuance of common stock	232			232
Purchase and retirement of treasury stock	(19		)	—
Principal payments under capital lease obligations	(3		)	(3		)
Net cash provided by (used in) financing activities - continuing operations	210			229
Net cash provided by (used in) financing activities - discontinued operations	—			—
Net cash provided by (used in) financing activities	210			229
Net increase (decrease) in cash	6,519			7,284
Cash at the beginning of the period	20,594			6,579
Cash at the end of the period	$	27,113		$	13,863

See accompanying notes

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MAGNETEK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(Amounts in thousands unless otherwise noted, except per share data, unaudited)

1. Summary of Significant Accounting Policies

Profile

Magnetek, Inc. (the “Company” or “Magnetek”) is a global provider of digital power control systems that are used to control motion and power primarily in material handling, elevator and energy delivery applications.  The Company’s products consist primarily of programmable motion control and power conditioning systems used on the following applications: overhead cranes and hoists; elevators; coal mining equipment; and renewable energy.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Magnetek, Inc. and its subsidiaries.  All significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the financial statements and footnotes thereto included in the Company’s Transition Report on Form 10-K for the six-month transition period ended January 1, 2012, filed with the Securities and Exchange Commission (the “SEC”).  In the Company's opinion, these unaudited statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2012, and the results of its operations and cash flows for the three- and nine-month periods ended September 30, 2012, and October 2, 2011. Results for the nine months ended September 30, 2012, are not necessarily indicative of results that may be experienced for the full fiscal year.

Fiscal Year

In August 2011, the Company's Board of Directors approved a change in the Company's fiscal year-end from the Sunday nearest to June 30 to the Sunday nearest to December 31, which was effective as of January 2, 2012. Fiscal quarters are the 13 or 14 week periods ending on the Sunday nearest March 31, June 30, September 30, and December 31.  The three- and nine-month periods ended September 30, 2012 and October 2, 2011, each contained 13 and 39 weeks respectively.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reverse Stock Split

All references to number of common shares and per-share information in this quarterly report on Form 10-Q have been adjusted retroactively to reflect the one for ten reverse stock split effected by the Company on December 5, 2011.

Recent Accounting Pronouncements

On January 2, 2012, the Company adopted Financial Accounting Standards Board Accounting Standards Update ("ASU") 2011-05, an amendment to Accounting Standards Codification 220, Comprehensive Income. ASU 2011-05 introduces a new statement, the Consolidated Statement of Comprehensive Income, which begins with net earnings and adds or deducts other recognized changes in assets and liabilities that are not included in net earnings, but are reported directly to equity. For example, unrealized changes in currency translation adjustments are included in the measure of comprehensive income but are excluded from net income. The amendment affects only the display of those

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components of equity categorized as other comprehensive income and does not change existing recognition and measurement requirements that determine net earnings.

Evaluation of Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date the financial statements were available to be issued, and has concluded that no recognized or non-recognized subsequent events have occurred since its fiscal quarter ended on September 30, 2012.

2. Discontinued Operations

Certain expenses incurred related to businesses the Company no longer owns are classified as discontinued operations in the accompanying condensed consolidated financial statements. Expenses related to previously divested businesses have historically included environmental matters, asbestos claims, and product liability claims incurred in connection with indemnification agreements the Company entered into upon divestiture of those businesses.

In January 2012, the Company entered into a settlement agreement with Kirkland & Ellis LLP ("K&E"). Magnetek and K&E were involved in lawsuits in federal and state courts in Illinois in connection with K&E's representation of Magnetek in a patent infringement matter related to the Company's divested lighting business. Under terms of the settlement agreement, all outstanding claims were settled and released, and the state and federal court proceedings were dismissed with prejudice in consideration of K&E making a payment to Magnetek of $5 million. The Company received full payment from K&E and both the federal proceeding and the Illinois Supreme Court proceeding were dismissed in January 2012. The impact of the settlement agreement is reflected in the Company's results of discontinued operations for the nine months ended September 30, 2012.

The condensed consolidated balance sheet as of September 30, 2012, includes certain accrued liabilities which represent the Company’s best estimate of remaining contingent liabilities related to the indemnification provisions included in the sale agreements of divested businesses.  The results of discontinued operations for the nine-month period ended September 30, 2012, include a gain of $1.1 million resulting from non-cash adjustments of liabilities related to previously owned businesses. While management has used its best judgment in assessing the potential liability for these items, given the uncertainty regarding future events, it is difficult to estimate the possible timing or magnitude of any payments that may be required for liabilities subject to indemnification.  Any future adjustment to currently recorded contingencies related to indemnification claims or payments based upon changes in circumstances would be recorded as a gain or loss in discontinued operations.

3. Inventories

Inventories consist of the following:

	September 30, 2012		January 1, 2012
Raw materials and stock parts	$	10,048	$	9,042
Work-in-process	1,176		1,174
Finished goods	3,483		3,489
	$	14,707	$	13,705

4. Commitments and Contingencies

Litigation—Product Liability

In August 2006, Pamela L. Carney, Administrator of the Estate of Michael J. Carney, filed a lawsuit in the Court of Common Pleas of Westmoreland County, Pennsylvania, against the Company and other defendants, alleging that a product manufactured by the Company's Telemotive Industrial Controls business acquired by the Company in December 2002 contributed to an accident that resulted in the death of Michael J. Carney in August 2004. The claim was tendered to the Company's insurance carrier and legal counsel was retained to represent the Company. Magnetek was defending the action on the basis of findings that the operator/owner of the product, Alleghany Ludlum Corporation, improperly maintained or modified the product, which led to its alleged failure.  In March 2010, Magnetek's primary carrier, Travelers, denied coverage under a reservation of rights.  This followed the Company's excess coverage carrier, AIG/AISLIC, denying coverage in June 2009.  Travelers agreed to continue to pay defense

9

counsel to defend the case and authorized defense counsel to undertake the defense of the “pass through” vendor PDS.  In June 2012, the parties engaged in mediation and reached a settlement, under the terms of which the Company is not required to make any monetary contribution toward the settlement amount. The settlement received Court approval in September 2012.

The Company has been named, along with multiple other defendants, in asbestos-related lawsuits associated with business operations previously acquired by the Company, but which are no longer owned. During the Company's ownership, none of the businesses produced or sold asbestos-containing products. With respect to these claims, the Company believes that it has no such liability.  For such claims, the Company is uninsured and either contractually indemnified against liability, or contractually obligated to defend and indemnify the purchaser of these former Magnetek business operations.  The Company aggressively seeks dismissal from these proceedings. Management does not believe the asbestos proceedings, individually or in the aggregate, will have a material adverse effect on its financial position or results of operations. 

Given the nature of the above issues, uncertainty of the ultimate outcome, and inability to estimate the potential loss, no amounts have been reserved for these matters.

Litigation-Other

In October 2010, the Company received a request for indemnification from Power-One for an Italian tax matter arising out of the sale of the Company's power electronics business to Power-One in October 2006. With a reservation of rights, the Company affirmed its obligation to indemnify Power-One for certain pre-closing taxes.  The sale included an Italian company, Magnetek, S.p.A., and its wholly owned subsidiary, Magnetek Electronics (Shenzhen) Co. Ltd. (the “Power-One China Subsidiary”). The tax authority in Arezzo, Italy, issued a notice of audit report in September 2010 wherein it asserted that the Power-One China Subsidiary had its administrative headquarters in Italy with fiscal residence in Italy and, therefore, is subject to taxation in Italy.  In November 2010, the tax authority issued a notice of tax assessment for the period of July 2003 to June 2004, alleging that taxes of approximately 1.9 million Euros (approximately US$2.4 million) were due in Italy on taxable income earned by the Power-One China Subsidiary during this period.  In addition, the assessment alleges potential penalties together with interest in the amount of approximately 2.6 million Euros (approximately US$3.3 million) for the alleged failure of the Power-One China Subsidiary to file its Italian tax return.  The Power-One China Subsidiary filed its response with the provincial tax commission of Arezzo, Italy in January 2011. The tax authority in Arezzo, Italy issued a tax inspection report in January 2011 for the periods July 2002 to June 2003 and July 2004 to December 2006 claiming that the Power-One China Subsidiary failed to file Italian tax returns for the reported periods. A hearing before the Tax Court was held on July 5, 2012 on the tax assessment for the period of July 2003 to June 2004. On September 20, 2012, the Tax Court ruled in favor of the Power-One China Subsidiary dismissing the tax assessment for the period of July 2003 to June 2004. On August 2, 2012, the tax authority in Arezzo, Italy issued notices of tax assessment for the periods July 2002 to June 2003 and July 2004 to December 2006, alleging that taxes of approximately 9.5 million Euros (approximately US$12.3 million) were due in Italy on taxable income earned by the Power-One China Subsidiary together with an allegation of potential penalties in the amount of approximately 2.8 million Euros (approximately US$3.6 million) for the alleged failure of the Power-One China Subsidiary to file its Italian tax returns. The Company believes the Italian tax claims are without merit and intends to vigorously defend against them.

In November 2007, a lawsuit was filed by Antonio Canova in Italy, in the Court of Arezzo, Labor Law Section, against the Company and Power-One Italy, S.p.A. Mr. Canova is a former Executive Vice President of the Company and was Deputy Chairman and Managing Director of the Company's former Italian subsidiary, Magnetek S.p.A. Mr. Canova asserted claims for damages in the amount of 3.5 million Euros (approximately US$4.5 million) allegedly incurred in connection with the termination of his employment at the time of the sale of the Company's power electronics business to Power-One, Inc. ("Power One") in October 2006. The claims against the Company related to a change of control agreement, restricted stock grant and salary reduction. On March 8, 2012, the Court of Arezzo ruled in the Company's favor, dismissing Mr. Canova's claims against the Company as invalid. Mr. Canova appealed the ruling in September 2012.

Environmental Matters-General

From time to time, Magnetek has taken action to bring certain facilities associated with previously owned businesses into compliance with applicable environmental laws and regulations. Upon the subsequent sale of certain businesses, the Company agreed to indemnify the buyers against environmental claims associated with the divested operations, subject to certain conditions and limitations. Remediation activities, including those related to the Company's indemnification obligations, did not involve material expenditures during the third quarter of fiscal year 2012. 

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The Company has also been identified by the United States Environmental Protection Agency and certain state agencies as a potentially responsible party for cleanup costs associated with alleged past waste disposal practices at several previously utilized, owned or leased facilities and offsite locations. Its remediation activities as a potentially responsible party were not material in the third quarter of fiscal year 2012.  Although the materiality of future expenditures for environmental activities may be affected by the level and type of contamination, the extent and nature of cleanup activities required by governmental authorities, the nature of the Company's alleged connection to the contaminated sites, the number and financial resources of other potentially responsible parties, the availability of indemnification rights against third parties and the identification of additional contaminated sites, the Company's estimated share of liability, if any, for environmental remediation, including its indemnification obligations, is not expected to be material.

Bridgeport, Connecticut Facility

In 1986, the Company acquired the stock of Universal Manufacturing Company (“Universal”) from a predecessor of Fruit of the Loom (“FOL”), and the predecessor agreed to indemnify the Company against certain environmental liabilities arising from pre-acquisition activities at a facility in Bridgeport, Connecticut. Environmental liabilities covered by the indemnification agreement included completion of additional cleanup activities, if any, at the Bridgeport facility and defense and indemnification against liability for potential response costs related to offsite disposal locations. The Company's leasehold interest in the Bridgeport facility was assigned to the buyer in connection with the sale of the Company's transformer business in June 2001. FOL, the successor to the indemnification obligation, filed a petition for Reorganization under Chapter 11 of the Bankruptcy Code in 1999 and the Company filed a proof of claim in the proceeding for obligations related to the environmental indemnification agreement. The Company believes that FOL had substantially completed the clean-up obligations required by the indemnification agreement prior to the bankruptcy filing. In November 2001, the Company and FOL entered into an agreement involving the allocation of certain potential tax benefits and Magnetek withdrew its claims in the bankruptcy proceeding. The Company further believes that FOL's obligation to the state of Connecticut was not discharged in the reorganization proceeding.    

In January 2007, the Connecticut Department of Environmental Protection (“DEP”) requested parties, including the Company, to submit reports summarizing the investigations and remediation performed to date at the site and the proposed additional investigations and remediation necessary to complete those actions at the site. DEP requested additional information from the Company relating to site investigations and remediation. The Company and the DEP agreed to the scope of the work plan in November 2010.  The Company has recorded a liability of $0.6 million related to the Bridgeport facility, representing the Company's best estimate of future site investigation costs and remediation costs which are expected to be incurred in the future. The liability is included in accrued liabilities in the consolidated balance sheet as of September 30, 2012. 

In April 2008, the Commissioner of Environmental Protection (“CTCEP”) filed an action in Superior Court, Judicial District of Hartford-New Britain at Hartford seeking injunctive relief against Sergy Company, LLC (“Sergy”) and the Company, which action was commenced after Sergy cut off power to the Bridgeport facility, thereby disabling a groundwater pump and treatment system previously installed by FOL and operated by the Company. Although a stipulation was entered into by the Company and Sergy relating to the start-up and operation of the groundwater pump and treatment system, the CTCEP filed a request to amend the complaint to assert additional claims and to seek further remedies, including injunctive relief and civil penalties, for alleged failure to investigate and remediate pollution under the Connecticut Transfer Act.  In September 2008, the Hartford Court ordered the case transferred to the Waterbury Court. The lawsuit against the Company was settled with the CTCEP by means of a stipulation for judgment in compromise and settlement which was approved by the Court in November 2010.  The stipulation, which included the Company paying the CTCEP $5 thousand, resolves all liability for past activities and requires the Company to conduct limited additional investigation pursuant to an approved work plan.

FOL's inability to satisfy its remaining obligations to the state of Connecticut related to the Bridgeport facility and any offsite disposal locations, or the discovery of additional environmental contamination at the Bridgeport facility could have a material adverse effect on the Company's financial position, cash flows or results of operations.

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5. Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per share for the three- and nine-month periods ended September 30, 2012, and October 2, 2011:

	Three Months Ended						Nine Months Ended
	September 30, 2012			October 2, 2011			September 30, 2012		October 2, 2011
Numerator:
Income from continuing operations	$	1,660		$	1,966		$	6,108	$	4,743
Income (loss) from discontinued operations	(159		)	(232		)	5,493		(853		)
Net income	$	1,501		$	1,734		$	11,601	$	3,890
Denominator:
Weighted average shares - basic earnings per share	3,174			3,143			3,168		3,137
Add dilutive effective of stock based compensation	81			60			95		59
Weighted average shares - diluted earnings per share	3,255			3,203			3,263		3,196
Income (loss) per share - basic:
Continuing operations	$	0.52		$	0.62		$	1.93	$	1.51
Discontinued operations	$	(0.05	)	$	(0.07	)	$	1.73	$	(0.27	)
Net income per share	$	0.47		$	0.55		$	3.66	$	1.24
Income (loss) per share - diluted:
Continuing operations	$	0.51		$	0.61		$	1.87	$	1.48
Discontinued operations	$	(0.05	)	$	(0.07	)	$	1.68	$	(0.27	)
Net income per share	$	0.46		$	0.54		$	3.55	$	1.21

Outstanding options to purchase 164 thousand and 170 thousand shares of common stock as of September 30, 2012, and October 2, 2011, respectively, have not been included in the Company’s computation of weighted average shares for diluted earnings per share because the effect would have been anti-dilutive.

6. Warranties

The Company offers warranties for certain products that it manufactures, with the warranty term generally ranging from one to two years.  Warranty reserves are established for costs expected to be incurred after the sale and delivery of products under warranty, based mainly on known product failures and historical experience.  Actual repair costs incurred for products under warranty are charged against the established reserve balance as incurred.  Changes in the warranty reserve for the nine-month periods ended September 30, 2012, and October 2, 2011, are as follows: 

	Nine Months Ended
	September 30, 2012			October 2, 2011
Balance, beginning of fiscal year	$	689		$	507
Changes in product warranties charged to earnings	67			656
Use of reserve for warranty obligations	(71		)	(497		)
Balance, end of period	$	685		$	666

Warranty reserves are included in accrued liabilities in the accompanying condensed consolidated balance sheets.

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7. Pension Expense

Pension expense related to the Company’s defined benefit pension plan for the three- and nine-month periods ended September 30, 2012, and October 2, 2011, follows:

	Three Months Ended						Nine Months Ended
	September 30, 2012			October 2, 2011			September 30, 2012			October 2, 2011
Interest cost	$	2,125		$	2,419		$	6,375		$	7,170
Expected return on plan assets	(2,450		)	(2,655		)	(7,350		)	(7,581		)
Recognized net actuarial losses	2,000			1,599			6,000			4,963
Total net pension expense	$	1,675		$	1,363		$	5,025		$	4,552

In February 2011, the Company filed an application with the Internal Revenue Service ("IRS") for a waiver of its minimum required contributions for pension plan year 2011. The amount of the waiver requested was approximately $17 million, scheduled to be funded in quarterly installments from April 2011 through January 2012, with a final contribution due in September 2012. The waiver request was approved by the IRS in October 2011, and as a result, the Company did not make any contributions to the plan for plan year 2011. Rather, the 2011 plan year required contributions of $17 million were deferred and will be amortized with interest at a rate of 6% over plan years 2012 through 2016.

Required contributions to the pension plan resumed in 2012, and accordingly, the Company has made contributions aggregating $7.7 million to its pension plan assets in the first nine months of fiscal 2012. In October 2012, subsequent to the end of the third quarter, the Company made an additional required contribution to its pension plan assets in an amount of $3.9 million. The Company expects to make its final contribution for plan year 2012 in January 2013, also in an amount of $3.9 million.

The Company disclosed in its Transition Report on Form 10-K for the six-month transition period ended January 1, 2012, that the estimated minimum contributions to the Company's pension plan for fiscal years 2013 and 2014 aggregated $52 million. Federal legislation signed into law in July 2012 provided pension plan sponsors with funding relief, allowing the use of an adjusted 25-year average corporate bond rate versus the current two-year average. Use of the 25-year average rate is expected to result in higher interest rate assumptions in valuing plan liabilities and in determining funding obligations, which in turn will result in lower minimum required contributions for plan sponsors in the near term. As a result of these legislative changes, the Company now estimates that fiscal 2013 and 2014 minimum required pension contributions will decrease to $20 million each year from the previously expected amount of $26 million for each year. In addition, fiscal 2015 minimum required contributions are currently estimated at $13 million from the previously estimated amount of $20 million. Estimated future contributions to achieve 100% funded status, as measured using current actuarial assumptions and in accordance with the recently enacted legislation, are projected to be approximately $96 million. The net present value of the estimated future contributions, discounted using the post-relief average interest rate of 5.05%, total approximately $77 million.

8. Income Taxes

Due to historical taxable losses, the Company provides valuation reserves against its U.S. deferred tax assets.  A portion of the Company’s deferred tax liability relates to tax-deductible amortization of goodwill that is no longer amortized for financial reporting purposes. These deferred tax liabilities are considered to have an indefinite life and are therefore ineligible to be considered as a source of future taxable income in assessing the realization of deferred tax assets.

The Company’s provision for income taxes for each of the three-month periods ended September 30, 2012, and October 2, 2011, includes $230 of deferred income tax expense related to the increase in the Company’s deferred tax liability resulting from the tax-deductible amortization of goodwill.  The Company’s provision for income taxes for the nine-month periods ended September 30, 2012, and October 2, 2011, includes $690 and $586, respectively, of deferred income tax expense related to the increase in the Company’s deferred tax liability resulting from the tax-deductible amortization of goodwill.  The remaining tax provision is comprised of income taxes of the Company’s foreign subsidiary in Canada.

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9. Bank Borrowing Arrangements

In November 2007, the Company entered into an agreement with Associated Bank, N.A. (“Associated Bank”) providing for a $10 million revolving credit facility (the “revolving facility”).  Borrowings under the revolving facility bore interest at the London Interbank Offering Rate (“LIBOR”) plus 1.5%, with borrowing levels determined by a borrowing base formula as defined in the agreement, which included the level of eligible accounts receivable.  The revolving facility also supports the issuance of letters of credit, places certain restrictions on the Company’s ability to pay dividends or make acquisitions, and includes covenants that require minimum operating profit levels and limit annual capital expenditures.  Borrowings under the revolving facility were originally collateralized by the Company’s accounts receivable and inventory. 

The Company has subsequently entered into several amendments to the revolving facility, mainly to extend the maturity date of the revolving facility, to broaden the security interest of Associated Bank to collateralize all assets of the Company, and to establish or modify certain covenants with which the Company must comply under the terms of the amended revolving facility.

In December 2011, the Company and Associated Bank entered into the most recent fourth amendment to the revolving facility, the purpose of which was to (i) extend the maturity date of the revolving facility to June 15, 2013; (ii) increase the commitment amount of Associated Bank to $12.5 million; (iii) establish minimum adjusted earnings before interest, taxes, depreciation and amortization requirements for the three-month periods ending December 31, 2011, through March 31, 2013; and (iv) establish maximum amounts the Company can contribute to its defined benefit pension plan during the term of the agreement.  

There were no amounts outstanding on the amended revolving facility as of September 30, 2012.  The Company is currently in compliance with all covenants of the revolving facility, as amended.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Magnetek, Inc. (“Magnetek,” “the Company,” “we,” or “us”) is a global provider of digital power control systems that are used to control motion and power primarily in material handling, elevator, mining and renewable energy applications.  Our digital power control systems serve the needs of selected niches of traditional and emerging markets that are becoming increasingly dependent on “smart” power. We are North America's largest independent supplier of digital drives, radio controls, software and accessories for industrial cranes and hoists, and we are also the largest independent supplier of digital direct current ("DC") motion control systems for elevators. Customers include most of the industrial crane and hoist companies in North America and the world's leading elevator builders. In addition, we have a growing range of products for energy delivery applications, including motion control systems for mining equipment and power inverters for renewable energy applications. We are focused on providing our customers cost-effective power solutions that will improve efficiency, reduce costs, and save energy. Other trends in our served markets we believe we can capitalize on include the adoption of wireless control solutions, modernization and upgrade of installed equipment, and an increasing desire in our markets for added features, enhanced performance, and safer workplace environments. We believe that with our focus on innovation and our application expertise, combined with strong brand name recognition, broad product offerings and sales channel capabilities, we are well positioned to grow our business by gaining share in both our served markets as well as in new markets.  Our operations are located in North America, predominantly in Menomonee Falls, Wisconsin, our Company headquarters.

Our product offerings for material handling applications include innovative power control systems, radio remote controls, and braking, collision-avoidance, and electrification subsystems, sold primarily to original equipment manufacturers ("OEMs") of overhead cranes and hoists.  While we sell primarily to OEMs of overhead cranes and hoists, we spend a great deal of effort understanding the needs of end users to gain specification. We can combine our products with engineered services to provide complete customer-specific systems solutions. A primary driver of our growth in this market is our ability to improve our customers' operations and provide them with quantifiable, and in many cases, significant returns on invested capital.

Our product offerings for elevator applications are comprised of highly integrated subsystems and drives used to control motion primarily in high rise, high speed elevator applications.  Our products are sold mainly to elevator OEMs and we have a significant share of the available market for DC drives and subsystems used in high-rise

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elevators. We believe we have opportunities for growth in available elevator markets by introducing new energy-saving product offerings for both alternating current ("AC") and DC applications, expanding the breadth of our product offerings for lower performance AC applications, and using our new product offerings to expand geographically.

Our product offerings for energy delivery applications include AC and DC drives for mining applications, as well as power inverters for renewable energy applications. We believe that energy needs will continue to grow significantly for the foreseeable future, and with our product offerings, we are positioned to capitalize on that growth. We have a wide variety of product offerings which are engineered to efficiently use available power, or which convert energy to usable power in an energy efficient manner. We have been a leading supplier of AC and DC digital motion control systems to underground coal mining equipment manufacturers for over 25 years. More recently we've developed and introduced power inverters which convert DC power from renewable energy sources to utility-grade AC power.

We intend to continue to build on our competitive strengths in established material handling, elevator, and mining markets, while also continuing to market our product portfolio aimed at penetrating growing and emerging markets for digital power-based systems. We further intend to continue to pursue internal growth opportunities in our core product lines, seeking to increase our market share, enter new markets, and expand our current business model geographically.

Continuing Operations

We focus on a variety of key indicators to monitor our business performance.  These indicators include order rates, sales growth, gross profit margin, operating profit margin, net income, earnings per share, and working capital and cash flow measures.   These indicators are compared to our operating plans as well as to our prior year actual results, and are used to measure our success relative to our objectives.  Our Company objectives are to grow sales at least 10% on a year-over year basis, to achieve 30% gross margins and 10% operating profit margins, and to generate sufficient cash flow to fund our growth initiatives, our operations and our obligations.

Throughout calendar year 2011, we experienced improving conditions and increasing demand in most of our major served markets, mainly in traditional industrial markets.  Accordingly, both our sales and operating results improved steadily throughout 2011, and that trend has continued into fiscal 2012.  While our 2012 third quarter sales decreased 8% from the comparable period last year, the majority of the decline was due to lower sales of wind power inverters and products for mining applications. We also recorded an adjustment to our renewable energy sales related to the resolution of order cancellations with our wind customer, which reduced our third quarter sales by $1.4 million. Sales of products with material handling applications, our largest served market, continued to grow in the third quarter of fiscal 2012, and increased nearly 9% over the comparable period last year to more than $21 million.  

Our third quarter 2012 gross profit decreased from the comparable period last year, however our gross profit as a percentage of sales increased due mainly to a favorable shift in our sales mix, with higher sales volumes into traditional served industrial markets where margins are typically higher, and lower sales of lower margin products with renewable energy applications. We reported pre-tax income from operations of $1.9 million, or approximately 6.7% of sales, in the third quarter of 2012, compared to prior year pre-tax income from operations of $2.3 million, or 7.7% of sales. The reduction in pre-tax income from operations was mainly due to higher pension expense in the current year. Diluted earnings per share from continuing operations totaled $0.46 per share in the third quarter of 2012, compared to $0.54 per share in the same period of 2011. In addition, our cash balances increased slightly during the third quarter of 2012, even after contributing $3.9 million to our defined benefit pension plan.

Our incoming order rate was strong during the third quarter of fiscal 2012, as demand levels remain healthy in our traditional served industrial markets, mainly for products with material handling applications. While growth in manufacturing activity is moderating, manufacturing continues to be an area of strength in the U.S. economy.

Challenging conditions have persisted in renewable energy markets for some time, and we expect conditions in the wind market to remain soft for the foreseeable future. Renewable energy markets, like many emerging industries, are characterized by rapid changes in technology, market conditions, and available product solutions. Factors influencing end market conditions include the cost of competing traditional energy sources and the availability of government subsidies. Market conditions for inverter manufacturers have deteriorated considerably over the past year. A growing number of competitors combined with high levels of investment in research and development have led to a great deal of pricing pressure and significant reductions in profitability. We also believe that scale is becoming increasingly important in order to compete effectively. Given the lack of backlog in renewable energy and our expectations regarding future sales levels, we've taken actions to reduce our cost structure in that part of our business, and also

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intend to allocate resources in the future to those areas of our business where we believe we have sustainable competitive advantages and better growth opportunities.

Entering the fourth quarter, we have an order backlog of $18 million, comprised entirely of orders for our traditional served material handling, elevator, and mining markets. We believe we can offset the decline in revenue from renewable energy in the short-term with higher sales of products for material handling applications, and we believe we have numerous near-term and long-term growth opportunities with our radio control products. Sales of our industrial products have higher gross margins than our renewable energy product offerings, and as a result, our sales mix in the third quarter was more favorable than the past several quarters, and we expect that trend to continue in the future. Longer-term, we believe we can further grow our business beyond our core material handling market by gaining a greater share of the AC elevator controls market, and by reducing our reliance on the coal industry by entering new mining markets, further diversifying our customer base with new products for mining applications beyond coal.

Current forecasts indicate the U.S. economic recovery is slowing, and macro-economic conditions remain dynamic and fragile. As a result, it remains challenging to predict the duration or the magnitude of the current economic recovery, whether in the U.S. overall or in the specific end markets we serve. For the remainder of 2012, we intend to focus our development and marketing efforts on organic sales growth opportunities in our traditional served markets. In addition, we are executing actions to prudently expand our reach into new end markets and geographical areas, and are also taking actions to reduce our cost structure and reallocate resources from those parts of our business which are not growing.

Discontinued Operations

Certain expenses related to previously divested businesses have been classified as discontinued operations in the accompanying condensed consolidated financial statements and footnotes for all periods presented (see Note 2 of Notes to Condensed Consolidated Financial Statements).  Expenses related to previously divested businesses include environmental matters, asbestos claims and product liability claims (see Note 4 of Notes to Condensed Consolidated Financial Statements).   All of these issues relate to businesses we no longer own and most relate to indemnification agreements that we entered into when we divested those businesses.

Going forward, our results of discontinued operations may include additional costs incurred related to businesses no longer owned, and may include additional costs above those currently estimated and accrued related to the divestiture of our telecom power systems (“TPS”) business, which was divested in September 2008, and our power electronics business, which was divested in October 2006.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Transition Report on Form 10-K for the six-month transition period ended January 1, 2012.

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Results of Operations - Three Months Ended September 30, 2012, and October 2, 2011

Net Sales and Gross Profit

Net sales for the three months ended September 30, 2012, were $26.9 million, a decrease of 8% from the three months ended October 2, 2011, sales of $29.2 million.  The decrease in sales was primarily due to lower sales of wind power inverters into renewable energy markets and lower sales of products in mining markets, both of which are included in energy systems in the table below, partially offset by higher sales volumes into traditional served material handling markets.   In addition, net sales for the three months ended September 30, 2012, reflect an adjustment to our renewable energy sales related to the resolution of order cancellations with our wind customer, which reduced our sales by $1.4 million. Net sales by major market were as follows, in millions:

	Three Months Ended
	September 30, 2012					October 2, 2011
Material handling	$	21.0		78	%	$	19.4	67	%
Elevator motion control	6.2			23	%	5.9		20	%
Energy systems	(0.3		)	(1	)%	3.9		13	%
Total net sales	$	26.9		100	%	$	29.2	100	%

Gross profit for the three months ended September 30, 2012, was $9.7 million, or 36.0% of sales, versus $9.8 million, or 33.6% of sales, for the three months ended October 2, 2011.  The increase in gross profit as a percentage of sales for the three months ended September 30, 2012, as compared to the three months ended October 2, 2011, was mainly due to a favorable shift in the Company's sales mix, with increased sales of higher margin material handling products.

Research and Development, Pension Expense, and Selling, General and Administrative

Research and development (“R&D”) expense was $1.0 million, or 3.8% of sales, for the three months ended September 30, 2012, comparable to R&D expense of $1.0 million, or 3.5% of sales, for the three months ended October 2, 2011.

Pension expense was $1.7 million and $1.4 million for the three months ended September 30, 2012 and October 2, 2011, respectively (see Note 7 of Notes to Condensed Consolidated Financial Statements).  The increase in pension expense was mainly due to increased amortization of actuarial losses resulting from declining interest rates experienced during 2011.

Selling, general and administrative (“SG&A”) expense was $5.1 million (18.9% of sales) for the three months ended September 30, 2012, versus $5.2 million (17.7% of sales) for the three months ended October 2, 2011.  Selling expenses in the three months ended September 30, 2012, increased to $3.0 million from $2.7 million in the three months ended October 2, 2011, mainly due to higher commissions and higher discretionary spending.  General and administrative (“G&A”) expense decreased to $2.1 million for the three months ended September 30, 2012, from $2.5 million for the three months ended October 2, 2011, mainly due to lower incentive compensation provisions.

Income from Operations

Income from operations for the three months ended September 30, 2012, was $1.9 million compared to income from operations of $2.3 million for the three months ended October 2, 2011.  The decrease in income from operations for the three months ended September 30, 2012, as compared to the three months ended October 2, 2011, was mainly due to higher pension expense in the three months ended September 30, 2012.

Interest Income

Interest income was negligible for the three months ended September 30, 2012 and October 2, 2011.

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Provision for Income Taxes

We recorded a provision for income taxes of $0.2 million and $0.3 million for the three months ended September 30, 2012, and October 2, 2011, respectively.  The income tax provision in both periods includes non-cash deferred income tax provisions of $0.2 million related to changes in deferred tax liabilities from goodwill amortization for tax purposes.

Income from Continuing Operations

We recorded income from continuing operations of $1.7 million for the three months ended September 30, 2012, or $0.51 per diluted share, compared to income from continuing operations of $2.0 million for the three months ended October 2, 2011, or $0.61 per diluted share.

Loss from Discontinued Operations

We recorded a loss from discontinued operations for the three months ended September 30, 2012, of $0.2 million, or a $0.05 loss per share on a diluted basis, compared to a loss from discontinued operations of $0.2 million, or a $0.07 loss per share on a diluted basis, for the three months ended October 2, 2011.  The loss from discontinued operations in the three months ended September 30, 2012, and October 2, 2011, is comprised entirely of expenses related to previously divested businesses.

Net Income

Our net income was $1.5 million in the three months ended September 30, 2012, or $0.46 per diluted share, compared to net income of $1.7 million in the three months ended October 2, 2011, or $0.54 per share on a diluted basis. 

Results of Operations - Nine Months Ended September 30, 2012, and October 2, 2011

Net Sales and Gross Profit

Net sales for the nine months ended September 30, 2012, were $84.6 million, a decrease of 4% from the nine months ended October 2, 2011, sales of $88.1 million.  The decrease in sales was primarily due to lower sales of wind power inverters into renewable energy markets, which decreased to $3.5 million in the first nine months of fiscal 2012 from $13.1 million in the comparable period last year, most of which was offset by higher sales volumes into traditional served material handling markets.  Net sales by major market were as follows, in millions:

	Nine Months Ended
	September 30, 2012				October 2, 2011
Material handling	$	58.2	69	%	$	50.9	58	%
Elevator motion control	16.7		20	%	17.8		20	%
Energy systems	9.7		11	%	19.4		22	%
Total net sales	$	84.6	100	%	$	88.1	100	%

Gross profit for the nine months ended September 30, 2012, was $30.5 million, or 36.0% of sales, versus $29.0 million, or 32.9% of sales, for the nine months ended October 2, 2011.  The increase in gross profit as a percentage of sales for the nine months ended September 30, 2012, as compared to the nine months ended October 2, 2011, was mainly due to a favorable shift in the Company's sales mix, with increased sales of higher margin material handling and fewer sales of lower margin wind power inverters.

Research and Development, Pension Expense, and Selling, General and Administrative

R&D expense was $3.0 million, or 3.5% of sales, for the nine months ended September 30, 2012, a decrease compared to R&D expense of $3.3 million, or 3.8% of sales, for the nine months ended October 2, 2011, due mainly to completion of development of the Company's solar inverter product in early 2012.

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Pension expense was $5.0 million and $4.6 million for the nine months ended September 30, 2012 and October 2, 2011, respectively (see Note 7 of Notes to Condensed Consolidated Financial Statements).  The increase in pension expense was mainly due to increased amortization of actuarial losses resulting from declining interest rates experienced during 2011.

SG&A expense was $15.6 million (18.4% of sales) for the nine months ended September 30, 2012, comparable to SG&A expense of $15.7 million (17.8% of sales) for the nine months ended October 2, 2011.  Selling expenses in the nine months ended September 30, 2012, increased to $8.9 million from $7.6 million in the nine months ended October 2, 2011, mainly due to higher commissions from increased sales of material handling products, higher payroll costs, and higher discretionary spending.  G&A expense decreased to $6.7 million for the nine months ended September 30, 2012, from $8.1 million for the nine months ended October 2, 2011, mainly due to lower incentive compensation provisions.

Income from Operations

Income from operations for the nine months ended September 30, 2012, was $6.9 million compared to income from operations of $5.4 million for the nine months ended October 2, 2011.  The increase in income from operations for the nine months ended September 30, 2012, as compared to the nine months ended October 2, 2011, was mainly due to higher gross profit on increased sales of material handling, and lower R&D and G&A expenses in the nine months ended September 30, 2012, partially offset by increased pension expense and selling expenses.

Interest Income

Interest income was negligible for the nine months ended September 30, 2012 and October 2, 2011.

Provision for Income Taxes

We recorded a provision for income taxes of $0.8 million and $0.6 million for the nine months ended September 30, 2012, and October 2, 2011, respectively, which includes non-cash deferred income tax provisions of $0.7 million and $0.6 million, respectively, related to changes in deferred tax liabilities from goodwill amortization for tax purposes.

Income from Continuing Operations

We recorded income from continuing operations of $6.1 million for the nine months ended September 30, 2012, or $1.87 per diluted share, compared to income from continuing operations of $4.7 million for the nine months ended October 2, 2011, or $1.48 per diluted share.

Income (Loss) from Discontinued Operations

We recorded income from discontinued operations for the nine months ended September 30, 2012, of $5.5 million, or $1.68 per share on a diluted basis, compared to a loss from discontinued operations of $0.9 million, or a $0.27 loss per share on a diluted basis, for the nine months ended October 2, 2011.  Income from discontinued operations in the nine months ended September 30, 2012, includes a gain of $5.0 million from a settlement agreement resulting in resolution of a legal matter (see Notes 2 and 4 of Notes to Condensed Consolidated Financial Statements). Income from discontinued operations in the nine months ended September 30, 2012, also includes a gain of $1.1 million from non-cash adjustments of liabilities related to previously owned businesses, partially offset by certain legal and other expenses related to previously owned businesses. The loss from discontinued operations in the nine months ended October 2, 2011, is comprised entirely of expenses related to previously divested businesses.

Net Income

Our net income was $11.6 million in the nine months ended September 30, 2012, or $3.55 per diluted share, compared to net income of $3.9 million in the nine months ended October 2, 2011, or $1.21 per share on a diluted basis. 

Liquidity and Capital Resources

Our unrestricted cash and cash equivalent balance increased approximately $6.5 million during the first nine months of fiscal 2012, from $20.6 million at January 1, 2012, to $27.1 million at September 30, 2012.  Restricted cash balances remained unchanged during the first nine months of fiscal 2012 at $0.3 million.   The primary source of cash during the first nine months of fiscal 2012 was income from continuing operations of $6.1 million, which included

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non-cash charges aggregating $7.0 million for depreciation, amortization, pension, stock compensation, and deferred income tax provisions. In addition, our income from discontinued operations of $5.5 million included receipt of $5.0 million from a settlement agreement entered into during the first nine months of fiscal 2012 to resolve a long-standing legal issue (see Note 4 of Notes to Condensed Consolidated Financial Statements).

The primary uses of cash in the first nine months of fiscal 2012 included $7.7 million in contributions to our pension plan and a $2.8 million net increase in operating assets and liabilities. Accounts receivable increased by $0.5 million during the first nine months of fiscal 2012, due mainly to an increase in days sales outstanding, which increased from 51 days at January 1, 2012, to 58 days at September 30, 2012. Accounts payable and other accrued liabilities decreased by $2.8 million during the first nine months of fiscal 2012, due to lower trade accounts payable balances as well as payment of incentive compensation amounts accrued as of January 1, 2012. In addition, $1.1 million of the reduction in accounts payable and other accrued liabilities resulted from non-cash adjustments to liabilities related to previously owned businesses. We also consumed cash of $0.6 million for disbursements related to previously divested businesses and $0.7 million for capital expenditures.  

While we may make further investments to increase capacity and improve efficiency, we do not anticipate that capital expenditures in fiscal 2012 will exceed $1.5 million.  The expected amount of capital expenditures could change depending upon changes in revenue levels, our financial condition, and the general economy.

In November 2007 we entered into an agreement with Associated Bank, N.A. (“Associated Bank”) providing for a $10 million revolving credit facility (the “revolving facility”).  Borrowings under the revolving facility bore interest at the London Interbank Offering Rate (“LIBOR”) plus 1.5%, with borrowing levels determined by a borrowing base formula as defined in the agreement, based on the level of eligible accounts receivable.  The revolving facility also supports the issuance of letters of credit, places certain restrictions on our ability to pay dividends or make acquisitions, and includes covenants which require minimum operating profit levels and limit annual capital expenditures.  Borrowings under the revolving facility were collateralized by our accounts receivable and inventory.  We have subsequently entered into four amendments to the revolving facility, the primary purpose of which was to extend the maturity dates of the revolving facility and to broaden the security interest of Associated Bank to include all assets of the Company.

In December 2011, we entered into the most recent fourth amendment to the revolving facility with Associated Bank, the purpose of which was to (i) extend the maturity date of the revolving facility to June 15, 2013; (ii) increase the commitment amount of Associated Bank to $12.5 million; (iii) establish minimum adjusted earnings before interest, taxes, depreciation and amortization requirements for the three-month periods ending December 31, 2011, through March 31, 2013; and (iv) establish maximum cash amounts that we can contribute to our defined benefit pension plan during the term of the agreement. There were no amounts outstanding on the amended revolving facility as of September 30, 2012.  We are currently in compliance with all covenants of the revolving facility, as amended.

Primarily as a result of the decline in interest rates over the past decade, the accumulated benefit obligation of our defined benefit pension plan currently exceeds plan assets.  We contributed $30 million to our pension plan in December 2006 following the divestiture of our power electronics business, and subsequently have made contributions to the plan aggregating $46 million from April 2008 through September 30, 2012, funded by cash generated from operations and existing cash on hand.  

In response to the level of our projected pension funding obligations relative to our current operating cash flows, we filed an application with the Internal Revenue Service (“IRS”) in February 2011 for a waiver of our minimum funding requirements (contributions) for the pension plan year 2011.  The amount of the funding waiver requested was approximately $17 million, scheduled to be funded in quarterly installments from April 2011 through January 2012, with a final installment due in September 2012.  The waiver request was approved by the IRS in October 2011, and as a result, we did not make any contributions to the plan for the pension plan year 2011. Rather, the 2011 plan year required contributions of $17 million will be deferred and amortized with interest at a rate of approximately 6% over plan years 2012 through 2016.  

Required quarterly contributions to the pension plan resumed in 2012, and accordingly, we contributed $7.7 million to our pension plan assets in the first nine months of fiscal 2012. In October 2012, subsequent to the end of the third quarter of fiscal 2012, we made the third required quarterly pension contribution of fiscal 2012 in an amount of $3.9 million. We expect to make our final contribution for plan year 2012 in January 2013, also in an amount of $3.9 million.

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In our Transition Report on Form 10-K for the six-month transition period ended January 1, 2012, we disclosed that our estimated minimum contributions to our pension plan for fiscal years 2013 and 2014 aggregated $52 million. Federal legislation signed into law in July 2012 allows pension plan sponsors to use an adjusted 25-year average corporate bond rate versus the current two-year average. Use of the 25-year average rate is expected to result in higher interest rate assumptions in valuing plan liabilities and in determining funding obligations, which in turn will result in lower minimum required contributions for plan sponsors in the near term. As a result of these legislative changes, we now estimate that our fiscal 2013 and 2014 minimum required pension contributions will decrease to $20 million each from the previously expected amount of $26 million for each year. In addition, fiscal 2015 minimum required contributions are currently estimated at $13 million from the previously estimated amount of $20 million. Estimated future contributions to achieve 100% funded status, as measured using current actuarial assumptions and in accordance with the recently enacted legislation, are projected to be approximately $96 million. The net present value of the estimated future contributions, discounted using the post-relief average interest rate of 5.05%, total approximately $77 million.

These estimates and the actual timing and amount of required plan contributions are dependent upon many factors, including returns on invested assets, the level of certain market interest rates, the discount rate used to determine pension obligations, the regulations to be adopted that implement the legislation, and other potential regulatory actions.

Based upon current plans and business conditions, we believe that current cash balances and internally generated cash flows will be sufficient to fund anticipated operational needs, capital expenditures, required pension plan contributions and other commitments over the next 12 months. 

Caution Regarding Forward-Looking Statements and Risk Factors

This document, including documents incorporated herein by reference, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  The words “believe,” “expect,” “estimate,” “anticipate,” “intend,” “may,” “might,” “will,” “would,” “could,” “project,” and “predict,” or similar words and phrases generally identify forward-looking statements.  Forward-looking statements are inherently subject to risks and uncertainties which in many cases are beyond our control and which cannot be predicted or quantified.  As a result, future events and actual results could differ materially from those set forth in, contemplated by, or underlying forward-looking statements.  Forward-looking statements contained in this document speak only as of the date of this document or, in the case of any document incorporated by reference from another document, the date of that document.  We do not have any obligation to publicly update or revise any forward-looking statement contained or incorporated by reference in these documents to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Our future results of operations and the other forward-looking statements contained in this filing, including this section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” involve a number of risks and uncertainties.  In particular, the statements regarding future economic conditions, our goals and strategies, new product introductions, penetration of new markets, projections of sales revenues and sales growth, manufacturing costs and operating costs, pricing of our products and raw materials required to manufacture our products, gross margin expectations, relocation and outsourcing of production capacity, capital spending, research and development expenses, the outcome of pending legal proceedings and environmental matters, payment of certain claims by insurance carriers, tax rates, sufficiency of funds to meet our needs including contributions to our defined benefit pension plan, and our plans for future operations, as well as our assumptions relating to the foregoing, are all subject to risks and uncertainties.

A number of factors could cause our actual results to differ materially from our expectations.  We are subject to all of the business risks facing public companies, including business cycles and trends in the general economy, financial market conditions, changes in interest rates, demand variations and volatility, potential loss of key personnel, supply chain disruptions, government legislation and regulation, and natural causes.  Additional risks and uncertainties include but are not limited to industry conditions, competitive factors such as technology and pricing pressures, business conditions in our served markets, dependence on significant customers, increased material costs, risks and costs associated with acquisitions and divestitures, environmental matters and the risk that our ultimate costs of doing business exceed present estimates.  This list of risk factors is not all-inclusive, as other factors and unanticipated events could adversely affect our financial position or results of operations.  Further information on factors that could affect our financial results can be found in our Transition Report on Form 10-K filed with the Securities and Exchange

21

Commission for the six-month transition period ended January 1, 2012, under the heading “Risk Factors” as well as below in Part II, Item 1A under the heading “Risk Factors”.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

We do not have any debt outstanding at September 30, 2012. However, we do have pension liabilities and pension funding obligations which vary as interest rates change. We used an average interest rate of 4.7% in determining our aggregate funding obligations of approximately $94.8 million as of January 1, 2012, disclosed in our Transition Report on Form 10-K for the transition period ended January 1, 2012.  

Recent federal legislation, signed into law in July 2012 allows pension plan sponsors to use an adjusted 25-year average corporate bond rate versus the current two-year average which was used to calculate the funding obligations as of January 1, 2012. Use of the 25-year average rate is expected to result in higher interest rate assumptions in valuing plan liabilities and in determining funding obligations, which in turn will result in lower minimum required contributions for plan sponsors in the near term. As a result of these legislative changes, we now estimate that our fiscal 2013 and 2014 minimum required pension contributions will decrease to $20 million each year from the previously expected amount of $26 million for each year. Fiscal 2015 minimum required contributions are currently estimated at $13 million from the previously estimated amount of $20 million. Our aggregate funding obligations as of September 30, 2012, undiscounted, are estimated at $96 million. The net present value of our future funding obligations, discounted at a rate of 5.05%, total approximately $77 million.

We did not have any outstanding hedge instruments or foreign currency contracts outstanding at September 30, 2012, or October 2, 2011.

Item 4 – Controls and Procedures

In connection with this Quarterly Report on Form 10-Q, under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of September 30, 2012; and (ii) no change in internal control over financial reporting occurred during the quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

Attached as exhibits to this Quarterly Report on Form 10-Q are certifications of the Company’s Chief Executive Officer and Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934.  This “Controls and Procedures” section includes information concerning the controls and evaluation thereof referred to in the attached certifications, and it should be read in conjunction with the attached certifications for a more complete understanding of the topics presented.

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings

Information about our legal proceedings is contained in Part I, Item 3, Legal Proceedings, and Note 11 in the Notes to Consolidated Financial Statements in our Transition Report on Form 10-K for the six-month transition period ended January 1, 2012, which is incorporated herein by reference, and in Note 4 of the Notes to Condensed Consolidated Financial Statements contained in our Quarterly Reports on Form 10-Q. Except as set forth in Note 4 of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, we believe that there have been no other material developments with respect to these matters during the fiscal quarter ended September 30, 2012.

Item 1A – Risk Factors

There have been no material changes to the risk factors disclosed in our Transition Report on Form 10-K for the six-month transition period ended January 1, 2012.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during our fiscal quarter ended September 30, 2012.

22

Item 3 – Defaults upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

None.

Item 5 – Other Information

None.

Item 6 - Exhibits

(a)	Index to Exhibits
	10.1	Magnetek, Inc. Amended and Restated 2010 Non-Employee Director Stock Option Plan. *
	31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
	31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. *
	32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
	*	Filed with this Report on Form 10-Q.

23

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.

MAGNETEK, INC.

(Registrant)

Date:	November 9, 2012	/s/  PETER M. MCCORMICK
		Peter M. McCormick
		President and Chief Executive Officer
		(Duly authorized officer of the Registrant
		and principal executive officer)

Date:	November 9, 2012	/s/  MARTY J. SCHWENNER
		Marty J. Schwenner
		Vice President and Chief Financial Officer
		(Duly authorized officer of the Registrant
		and principal financial officer)

24

EX-10.1

EXHIBIT 10.1

MAGNETEK, INC.

AMENDED AND RESTATED

2010 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

OCTOBER 31, 2012

1.Purpose of the Plan. Under this 2010 Non-Employee Director Stock Option Plan (the “Director Plan”) of Magnetek, Inc., a Delaware corporation (the “Company”), options shall be granted to eligible persons, as set forth in Section 4, to purchase shares of the Company's common stock (“Common Stock”). This Director Plan is designed to promote the long-term growth and financial success of the Company by enabling it to attract, retain and motivate such persons by providing for or increasing their interest in the Company. This Plan replaces the Amended and Restated 1997 Non-Employee Director Stock Option Plan of the Company as of January 1, 2008 (the “1997 Plan”).

2.Effective Dates. This Director Plan originally became effective on April 22, 1997. Options may not be granted subsequent to (a) the maximum number of shares that may be subject to options hereunder have been awarded or (b) termination of this Director Plan by the Board of Directors of the Company (the “Board”), whichever is earlier.

3.Plan Operation. To the extent that any questions of interpretation arise hereunder, these shall be resolved by the Board.

4.Eligible Persons. The persons eligible to receive a grant of non-qualified stock options hereunder are any Director of the Board who on the date of said grant is not an employee of the Company or a subsidiary of the Company (a “Qualifying Director”).

5.Stock Subject to Director Plan. The maximum number of shares that may be subject to options granted hereunder shall be 1,150,000 shares of Common Stock, subject to adjustments under Section 6. Shares of Common Stock subject to the unexercised portions of any options granted under this Director Plan which expire, terminate or are forfeited or cancelled may again be subject to options under this Director Plan.

6.Adjustments. In the event that the outstanding shares of Common Stock of the Company are hereafter changed into or exchanged for a different number or kind of shares or other securities of the Company, or of another corporation, by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, spin-off, stock dividend or combination of shares, appropriate adjustments shall be made in the number and kind of shares: (a) that may be subject to options granted under this Director Plan; (b) as to which options may thereafter be granted or issued under this Director Plan and (c) for which options then outstanding under this Director Plan may thereafter be exercised. Any such adjustments in outstanding options shall be made without changing the aggregate exercise price applicable to the unexercised portions of such options.

7.Stock Options.

(a)Upon initial election or appointment of any director to the Board or upon a continuing director becoming a Non-Officer Qualifying Director, such Non-Officer Qualifying Director will receive an option to purchase a number of shares of the Company's Common Stock pursuant to the terms and conditions described in this Section 7. In addition, Non-Officer Qualifying Directors will be automatically granted, on an annual basis, a non-qualified stock option to purchase a number of shares of the Company's Common Stock on the last business day of the Company's fiscal year ending after the initial grant of such Non-Officer Qualifying Director's share option pursuant to this Section 7. The number of shares subject to such option to purchase for the initial award and the annual award shall be determined by the Board. Each option granted pursuant to this Section 7(a) will have a term of ten years and shall become exercisable as follows: options with respect to 50% of the shares one year after the date of grant and options with respect to the remaining 50% of the shares two years after the date of grant.

(b)The Board may from time to time, in its absolute discretion, grant non-qualified stock options to Qualifying Directors. Each option granted pursuant to this Section 7(b) will have a term of ten years unless otherwise specified by the Board, and the Board shall, in its absolute discretion, determine the exercisability and other provisions of such option.

(c)The per share exercise price of options granted under this Director Plan will be the fair market value of a share of the Company's Common Stock on the date of grant (the “Fair Market Value”), defined as (i) the mean between the highest and lowest sales prices of a share of the Company's stock on the principal exchange on which shares of the. Company's stock are then trading, if any, on such determination date, or, if shares were not traded on such date, then on the next preceding trading day during which a sale occurred, as such prices are quoted in The Wall Street Journal; or (ii) if such stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, (1) the mean between the highest and lowest sales prices (if the stock is then listed as a National Market Issue under the NASD National Market System) or (2) the mean between the closing representative bid and asked prices (in all other cases) for the stock on such determination date as reported by NASDAQ or such successor quotation system; or (iii) if such stock is not

publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for the stock, on such determination date, as determined in good faith by the Board; or (iv) if the Company's stock is not publicly traded, the fair market value established by the Board in good faith. The Board shall use such procedures to determine fair market value in compliance with Code Section 409A and the regulations or other guidance issued thereunder.

(d)If on any date upon which options are to be granted under this Director Plan the number of shares of Common Stock remaining available under the Director Plan are less than the number of shares required for all grants to be made on such date, then options to purchase a proportionate amount of such available number of shares of Common Stock shall be granted to each Qualifying Director.

8.Documentation of Grants. Awards made under this Director Plan may be evidenced by written agreements or such other appropriate documentation as the Board shall prescribe. The Board need not require the execution of any instrument or acknowledgment of notice of an award under Section 7(a) of this Director Plan, in which case continued service as a Qualifying Director by the respective optionees will constitute agreement to the terms of the award.

9.Nontransferability. Unless otherwise approved by the Board, options granted under this Director Plan are nontransferable by the optionee otherwise than by will or the laws of descent and distribution, and are exercisable, during the optionee's lifetime, only by the optionee.

10.Amendment and Termination. The Board may alter, amend, suspend, or terminate this Director Plan, provided that no such action shall deprive any optionee, without his consent, of any option theretofore granted to the optionee pursuant to this Director Plan or of any of his rights under such option and provided further that the provisions of this Director Plan designating persons eligible to participate in the Director Plan and specifying the amount, exercise price and timing of grants under the Director Plan shall not be amended more than once every six months other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. Notwithstanding the foregoing, no alteration, amendment, suspension or termination of this Director Plan or any other document evidencing an Award under this Director Plan shall cause all or a part of the payment under any Award to be subject to additional tax under Code Section 409A.

11.Termination of Directorship. All vested options held by Qualifying Directors as of the date of cessation of service as a director may be exercised by the Qualifying Director or his heirs or legal representatives for one year after such cessation of service.

12.Merger, Consolidation, Acquisition, Liquidation or Dissolution. Upon or in connection with the merger or consolidation of the Company with or into another corporation, the acquisition by another corporation, person or group of all or substantially all of the Company's assets or 40% or more of the Company's then outstanding voting stock or the liquidation or dissolution of the Company:

(a)If so provided in the relevant agreement relating to a merger, consolidation, acquisition of assets, liquidation or dissolution, such option shall be either assumed or replaced by a substitute option, as applicable, issued by the successor or any corporation that is a “parent” of the Company within the meaning of Rule 405 under the Securities and Exchange Act of 1933, as amended (the “Securities Act”), resulting from such transaction, without any further action on the part of the Board or the Qualifying Director.

(b)If no provision is made as set forth in (a), or in the event of an acquisition of 40% or more of the Company's then outstanding voting stock to which subsection (c) is inapplicable, such option shall become (to the extent not then fully vested) fully exercisable from and after the date which is thirty days prior to the effective date of the transaction and until the normal expiration thereof.

(c)In the event of an acquisition of 40% or more the Company's then outstanding voting stock (other than pursuant to a merger resulting in the ownership of all of the Company's outstanding Common Stock by another corporation), if as a result of the transaction the Company's Common Stock will cease to be traded on a national stock exchange, listed as a National Market Issue on the National Market System or quoted on the NASDAQ quotation system, each option which has not been exercised prior to the consummation of the transaction shall be converted automatically into the right to receive, within thirty days of such consummation, an amount in cash equal to the difference between the aggregate exercise price for all shares subject to the option (whether or not then subject to exercise) and the Fair Market Value of such shares on the date which is the last trading date preceding the consummation of such transaction.

(d)The foregoing provisions shall have no application to a merger in which (i) the Company is the surviving corporation, (ii) no person or group acquires 40% or more of the Company's outstanding voting stock, and (iii) the shares of the Company's Common Stock outstanding prior to the merger remain outstanding thereafter.

13.Change of Control of the Board. If during any period of 12 consecutive months, individuals who at the beginning of such 12-month period constituted the Board (together with any new directors whose election by the Board or whose nomination

for election by the stockholders of the Company was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board then in office, then all outstanding options shall become (to the extent not then fully vested) fully exercisable from and after the effective date of such change of control of the Board.

14.Manner of Exercise. All or a portion of an exercisable option shall be deemed exercised upon delivery to the Secretary of the Company at the Company's principal office of all of the following: (i) a written notice of exercise specifying the number of shares to be purchased signed by the Qualifying Director or other person then entitled to exercise the option, (ii) full payment of the exercise price for such shares by any of the following or combination thereof: (a) cash, (b) certified or cashier's check payable to the order of the Company, (c) the delivery of whole shares of the Company's Common Stock owned by the option holder, or (d) by requesting that the Company withhold whole shares of Company Common Stock then issuable upon exercise of the option (for purposes of such a transaction the shares withheld by the Company shall be valued at the Fair Market Value as of the date prior to the exercise date), (iii) such representations and documents as the Board, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and other federal or state securities laws or regulations, (iv) in the event that the option shall be exercised by any person or persons other than the Qualifying Director, appropriate proof of the right of such person or persons to exercise the option, and (v) such representations and documents as the Board, in its sole discretion, deems necessary or advisable.

15.Compliance with Law. Common Stock shall not be issued upon exercise of an option granted under this Director Plan unless and until counsel for the Company shall be satisfied that any conditions necessary for such issuance to comply with applicable federal, state or local tax, securities or other laws or rules or applicable securities exchange requirements have been fulfilled.

16.Compliance with Code Section 409A. The Awards granted hereunder are intended to comply with the exception to Code Section 409A set forth in Treas. Reg. § 1.409A-1(b)(5)(i)(A). However, to the extent any Award does not meet the requirements of this exception and therefore is subject to the requirements of Code Section 409A, to the extent necessary to comply with Code Section 409A, any Award that is subject to Code Section 409A may be modified, replaced or terminated in the discretion of the Board. Notwithstanding any provision of this Director Plan or any document evidencing an Award to the contrary, in the event that the Board determines that any Award is or may become subject to Code Section 409A, the Company may adopt such amendments to this Director Plan and the related documents evidencing any Awards, without the consent of the Participant, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effective dates), or take any other action that the Board determines to be necessary or appropriate to either comply with Code Section 409A or to exclude or exempt this Director Plan or any Award from the requirements of Code Section 409A.

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) or RULE 15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Peter M. McCormick, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Magnetek, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/  Peter M. McCormick

Peter M. McCormick

President and Chief Executive Officer

Date: November 9, 2012

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) or RULE 15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Marty J. Schwenner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Magnetek, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/  Marty J. Schwenner

Marty J. Schwenner

Chief Financial Officer

Date: November 9, 2012

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Magnetek, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Peter M. McCormick, President and Chief Executive Officer of the Company, and Marty J. Schwenner, Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) he information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Peter M. McCormick

Peter M. McCormick

President and Chief Executive Officer

	/s/  Marty J. Schwenner
	Marty J. Schwenner
V	Vice-President and Chief Financial Officer

Date: November 9, 2012

XML

Earnings (Loss) Per Share - Antidilutive Securities (Details) (Stock Options) In Thousands, unless otherwise specified	3 Months Ended
	Sep. 30, 2012	Oct. 02, 2011
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding options not included in the Company’s computation of weighted average shares for diluted earnings per share because the effect would have been anti-dilutive	164	170

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation—Product Liability

In August 2006, Pamela L. Carney, Administrator of the Estate of Michael J. Carney, filed a lawsuit in the Court of Common Pleas of Westmoreland County, Pennsylvania, against the Company and other defendants, alleging that a product manufactured by the Company's Telemotive Industrial Controls business acquired by the Company in December 2002 contributed to an accident that resulted in the death of Michael J. Carney in August 2004. The claim was tendered to the Company's insurance carrier and legal counsel was retained to represent the Company. Magnetek was defending the action on the basis of findings that the operator/owner of the product, Alleghany Ludlum Corporation, improperly maintained or modified the product, which led to its alleged failure.  In March 2010, Magnetek's primary carrier, Travelers, denied coverage under a reservation of rights.  This followed the Company's excess coverage carrier, AIG/AISLIC, denying coverage in June 2009.  Travelers agreed to continue to pay defense counsel to defend the case and authorized defense counsel to undertake the defense of the “pass through” vendor PDS.  In June 2012, the parties engaged in mediation and reached a settlement, under the terms of which the Company is not required to make any monetary contribution toward the settlement amount. The settlement received Court approval in September 2012.

The Company has been named, along with multiple other defendants, in asbestos-related lawsuits associated with business operations previously acquired by the Company, but which are no longer owned. During the Company's ownership, none of the businesses produced or sold asbestos-containing products. With respect to these claims, the Company believes that it has no such liability.  For such claims, the Company is uninsured and either contractually indemnified against liability, or contractually obligated to defend and indemnify the purchaser of these former Magnetek business operations.  The Company aggressively seeks dismissal from these proceedings. Management does not believe the asbestos proceedings, individually or in the aggregate, will have a material adverse effect on its financial position or results of operations. 

Given the nature of the above issues, uncertainty of the ultimate outcome, and inability to estimate the potential loss, no amounts have been reserved for these matters.

Litigation-Other

In October 2010, the Company received a request for indemnification from Power-One for an Italian tax matter arising out of the sale of the Company's power electronics business to Power-One in October 2006. With a reservation of rights, the Company affirmed its obligation to indemnify Power-One for certain pre-closing taxes.  The sale included an Italian company, Magnetek, S.p.A., and its wholly owned subsidiary, Magnetek Electronics (Shenzhen) Co. Ltd. (the “Power-One China Subsidiary”). The tax authority in Arezzo, Italy, issued a notice of audit report in September 2010 wherein it asserted that the Power-One China Subsidiary had its administrative headquarters in Italy with fiscal residence in Italy and, therefore, is subject to taxation in Italy.  In November 2010, the tax authority issued a notice of tax assessment for the period of July 2003 to June 2004, alleging that taxes of approximately 1.9 million Euros (approximately US$2.4 million) were due in Italy on taxable income earned by the Power-One China Subsidiary during this period.  In addition, the assessment alleges potential penalties together with interest in the amount of approximately 2.6 million Euros (approximately US$3.3 million) for the alleged failure of the Power-One China Subsidiary to file its Italian tax return.  The Power-One China Subsidiary filed its response with the provincial tax commission of Arezzo, Italy in January 2011. The tax authority in Arezzo, Italy issued a tax inspection report in January 2011 for the periods July 2002 to June 2003 and July 2004 to December 2006 claiming that the Power-One China Subsidiary failed to file Italian tax returns for the reported periods. A hearing before the Tax Court was held on July 5, 2012 on the tax assessment for the period of July 2003 to June 2004. On September 20, 2012, the Tax Court ruled in favor of the Power-One China Subsidiary dismissing the tax assessment for the period of July 2003 to June 2004. On August 2, 2012, the tax authority in Arezzo, Italy issued notices of tax assessment for the periods July 2002 to June 2003 and July 2004 to December 2006, alleging that taxes of approximately 9.5 million Euros (approximately US$12.3 million) were due in Italy on taxable income earned by the Power-One China Subsidiary together with an allegation of potential penalties in the amount of approximately 2.8 million Euros (approximately US$3.6 million) for the alleged failure of the Power-One China Subsidiary to file its Italian tax returns. The Company believes the Italian tax claims are without merit and intends to vigorously defend against them.

In November 2007, a lawsuit was filed by Antonio Canova in Italy, in the Court of Arezzo, Labor Law Section, against the Company and Power-One Italy, S.p.A. Mr. Canova is a former Executive Vice President of the Company and was Deputy Chairman and Managing Director of the Company's former Italian subsidiary, Magnetek S.p.A. Mr. Canova asserted claims for damages in the amount of 3.5 million Euros (approximately US$4.5 million) allegedly incurred in connection with the termination of his employment at the time of the sale of the Company's power electronics business to Power-One, Inc. ("Power One") in October 2006. The claims against the Company related to a change of control agreement, restricted stock grant and salary reduction. On March 8, 2012, the Court of Arezzo ruled in the Company's favor, dismissing Mr. Canova's claims against the Company as invalid. Mr. Canova appealed the ruling in September 2012.

Environmental Matters-General

From time to time, Magnetek has taken action to bring certain facilities associated with previously owned businesses into compliance with applicable environmental laws and regulations. Upon the subsequent sale of certain businesses, the Company agreed to indemnify the buyers against environmental claims associated with the divested operations, subject to certain conditions and limitations. Remediation activities, including those related to the Company's indemnification obligations, did not involve material expenditures during the third quarter of fiscal year 2012. 

The Company has also been identified by the United States Environmental Protection Agency and certain state agencies as a potentially responsible party for cleanup costs associated with alleged past waste disposal practices at several previously utilized, owned or leased facilities and offsite locations. Its remediation activities as a potentially responsible party were not material in the third quarter of fiscal year 2012.  Although the materiality of future expenditures for environmental activities may be affected by the level and type of contamination, the extent and nature of cleanup activities required by governmental authorities, the nature of the Company's alleged connection to the contaminated sites, the number and financial resources of other potentially responsible parties, the availability of indemnification rights against third parties and the identification of additional contaminated sites, the Company's estimated share of liability, if any, for environmental remediation, including its indemnification obligations, is not expected to be material.

Bridgeport, Connecticut Facility

In 1986, the Company acquired the stock of Universal Manufacturing Company (“Universal”) from a predecessor of Fruit of the Loom (“FOL”), and the predecessor agreed to indemnify the Company against certain environmental liabilities arising from pre-acquisition activities at a facility in Bridgeport, Connecticut. Environmental liabilities covered by the indemnification agreement included completion of additional cleanup activities, if any, at the Bridgeport facility and defense and indemnification against liability for potential response costs related to offsite disposal locations. The Company's leasehold interest in the Bridgeport facility was assigned to the buyer in connection with the sale of the Company's transformer business in June 2001. FOL, the successor to the indemnification obligation, filed a petition for Reorganization under Chapter 11 of the Bankruptcy Code in 1999 and the Company filed a proof of claim in the proceeding for obligations related to the environmental indemnification agreement. The Company believes that FOL had substantially completed the clean-up obligations required by the indemnification agreement prior to the bankruptcy filing. In November 2001, the Company and FOL entered into an agreement involving the allocation of certain potential tax benefits and Magnetek withdrew its claims in the bankruptcy proceeding. The Company further believes that FOL's obligation to the state of Connecticut was not discharged in the reorganization proceeding.    

In January 2007, the Connecticut Department of Environmental Protection (“DEP”) requested parties, including the Company, to submit reports summarizing the investigations and remediation performed to date at the site and the proposed additional investigations and remediation necessary to complete those actions at the site. DEP requested additional information from the Company relating to site investigations and remediation. The Company and the DEP agreed to the scope of the work plan in November 2010.  The Company has recorded a liability of $0.6 million related to the Bridgeport facility, representing the Company's best estimate of future site investigation costs and remediation costs which are expected to be incurred in the future. The liability is included in accrued liabilities in the consolidated balance sheet as of September 30, 2012. 

In April 2008, the Commissioner of Environmental Protection (“CTCEP”) filed an action in Superior Court, Judicial District of Hartford-New Britain at Hartford seeking injunctive relief against Sergy Company, LLC (“Sergy”) and the Company, which action was commenced after Sergy cut off power to the Bridgeport facility, thereby disabling a groundwater pump and treatment system previously installed by FOL and operated by the Company. Although a stipulation was entered into by the Company and Sergy relating to the start-up and operation of the groundwater pump and treatment system, the CTCEP filed a request to amend the complaint to assert additional claims and to seek further remedies, including injunctive relief and civil penalties, for alleged failure to investigate and remediate pollution under the Connecticut Transfer Act.  In September 2008, the Hartford Court ordered the case transferred to the Waterbury Court. The lawsuit against the Company was settled with the CTCEP by means of a stipulation for judgment in compromise and settlement which was approved by the Court in November 2010.  The stipulation, which included the Company paying the CTCEP $5 thousand, resolves all liability for past activities and requires the Company to conduct limited additional investigation pursuant to an approved work plan.

FOL's inability to satisfy its remaining obligations to the state of Connecticut related to the Bridgeport facility and any offsite disposal locations, or the discovery of additional environmental contamination at the Bridgeport facility could have a material adverse effect on the Company's financial position, cash flows or results of operations.

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Bank Borrowing Arrangements (Details) (Revolving Credit Facility [Member], USD $) In Millions, unless otherwise specified	1 Months Ended
	Nov. 30, 2007	Dec. 31, 2011
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Borrowing capacity on revolving credit facility	$ 10.0	$ 12.5
Description of variable rate basis	LIBOR
Basis spread on variable rate	1.50%

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Oct. 02, 2011	Sep. 30, 2012	Oct. 02, 2011
Income Tax Disclosure [Abstract]
The Company’s provision for income taxes includes deferred income tax expense related to the increase in the Company’s deferred tax liability resulting from the tax-deductible amortization of goodwill	$ 230	$ 230	$ 690	$ 586

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Inventories

9 Months Ended

Sep. 30, 2012

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consist of the following:

	September 30, 2012		January 1, 2012
Raw materials and stock parts	$	10,048	$	9,042
Work-in-process	1,176		1,174
Finished goods	3,483		3,489
	$	14,707	$	13,705

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Oct. 02, 2011	Sep. 30, 2012	Oct. 02, 2011
Net sales	$ 26,863	$ 29,220	$ 84,589	$ 88,109
Cost of sales	17,193	19,408	54,123	59,154
Gross profit	9,670	9,812	30,466	28,955
Operating expenses:
Research and development	1,016	1,029	2,961	3,320
Pension expense	1,675	1,363	5,025	4,552
Selling, general and administrative	5,088	5,170	15,598	15,713
Total operating expenses	7,779	7,562	23,584	23,585
Income from continuing operations before income taxes	1,891	2,250	6,882	5,370
Provision for income taxes	231	284	774	627
Income from continuing operations	1,660	1,966	6,108	4,743
Income (loss) from discontinued operations, net of tax	(159)	(232)	5,493	(853)
Net income	$ 1,501	$ 1,734	$ 11,601	$ 3,890
Earnings per common share - basic:
Income from continuing operations (in dollars per share)	$ 0.52	$ 0.62	$ 1.93	$ 1.51
Income (loss) from discontinued operations (in dollars per share)	$ (0.05)	$ (0.07)	$ 1.73	$ (0.27)
Net income per common share (in dollars per share)	$ 0.47	$ 0.55	$ 3.66	$ 1.24
Earnings per common share - diluted:
Income from continuing operations (in dollars per share)	$ 0.51	$ 0.61	$ 1.87	$ 1.48
Income (loss) from discontinued operations (in dollars per share)	$ (0.05)	$ (0.07)	$ 1.68	$ (0.27)
Net income per common share (in dollars per share)	$ 0.46	$ 0.54	$ 3.55	$ 1.21
Weighted average shares outstanding:
Basic (in shares)	3,174	3,143	3,168	3,137
Diluted (in shares)	3,255	3,203	3,263	3,196

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Profile

Magnetek, Inc. (the “Company” or “Magnetek”) is a global provider of digital power control systems that are used to control motion and power primarily in material handling, elevator and energy delivery applications.  The Company’s products consist primarily of programmable motion control and power conditioning systems used on the following applications: overhead cranes and hoists; elevators; coal mining equipment; and renewable energy.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Magnetek, Inc. and its subsidiaries.  All significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the financial statements and footnotes thereto included in the Company’s Transition Report on Form 10-K for the six-month transition period ended January 1, 2012, filed with the Securities and Exchange Commission (the “SEC”).  In the Company's opinion, these unaudited statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2012, and the results of its operations and cash flows for the three- and nine-month periods ended September 30, 2012, and October 2, 2011. Results for the nine months ended September 30, 2012, are not necessarily indicative of results that may be experienced for the full fiscal year.

Fiscal Year

In August 2011, the Company's Board of Directors approved a change in the Company's fiscal year-end from the Sunday nearest to June 30 to the Sunday nearest to December 31, which was effective as of January 2, 2012. Fiscal quarters are the 13 or 14 week periods ending on the Sunday nearest March 31, June 30, September 30, and December 31.  The three- and nine-month periods ended September 30, 2012 and October 2, 2011, each contained 13 and 39 weeks respectively.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reverse Stock Split

All references to number of common shares and per-share information in this quarterly report on Form 10-Q have been adjusted retroactively to reflect the one for ten reverse stock split effected by the Company on December 5, 2011.

Recent Accounting Pronouncements

On January 2, 2012, the Company adopted Financial Accounting Standards Board Accounting Standards Update ("ASU") 2011-05, an amendment to Accounting Standards Codification 220, Comprehensive Income. ASU 2011-05 introduces a new statement, the Consolidated Statement of Comprehensive Income, which begins with net earnings and adds or deducts other recognized changes in assets and liabilities that are not included in net earnings, but are reported directly to equity. For example, unrealized changes in currency translation adjustments are included in the measure of comprehensive income but are excluded from net income. The amendment affects only the display of those components of equity categorized as other comprehensive income and does not change existing recognition and measurement requirements that determine net earnings.

Evaluation of Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date the financial statements were available to be issued, and has concluded that no recognized or non-recognized subsequent events have occurred since its fiscal quarter ended on September 30, 2012.

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Jan. 01, 2012
Inventory Disclosure [Abstract]
Raw materials and stock parts	$ 10,048	$ 9,042
Work-in-process	1,176	1,174
Finished goods	3,483	3,489
Inventories	$ 14,707	$ 13,705

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Earnings (Loss) Per Share - Reconciliation (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Oct. 02, 2011	Sep. 30, 2012	Oct. 02, 2011
Numerator:
Income from continuing operations	$ 1,660	$ 1,966	$ 6,108	$ 4,743
Income (loss) from discontinued operations	(159)	(232)	5,493	(853)
Net income	$ 1,501	$ 1,734	$ 11,601	$ 3,890
Denominator:
Weighted average shares - basic earnings per share	3,174	3,143	3,168	3,137
Add dilutive effective of stock based compensation	81	60	95	59
Weighted average shares - diluted earnings per share	3,255	3,203	3,263	3,196
Income (loss) per share - basic:
Continuing operations (in dollars per share)	$ 0.52	$ 0.62	$ 1.93	$ 1.51
Discontinued operations (in dollars per share)	$ (0.05)	$ (0.07)	$ 1.73	$ (0.27)
Net income per common share (in dollars per share)	$ 0.47	$ 0.55	$ 3.66	$ 1.24
Income (loss) per share - diluted:
Continuing operations (in dollars per share)	$ 0.51	$ 0.61	$ 1.87	$ 1.48
Discontinued operations (in dollars per share)	$ (0.05)	$ (0.07)	$ 1.68	$ (0.27)
Net income per common share (in dollars per share)	$ 0.46	$ 0.54	$ 3.55	$ 1.21

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Discontinued Operations

9 Months Ended

Sep. 30, 2012

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

Certain expenses incurred related to businesses the Company no longer owns are classified as discontinued operations in the accompanying condensed consolidated financial statements. Expenses related to previously divested businesses have historically included environmental matters, asbestos claims, and product liability claims incurred in connection with indemnification agreements the Company entered into upon divestiture of those businesses.

In January 2012, the Company entered into a settlement agreement with Kirkland & Ellis LLP ("K&E"). Magnetek and K&E were involved in lawsuits in federal and state courts in Illinois in connection with K&E's representation of Magnetek in a patent infringement matter related to the Company's divested lighting business. Under terms of the settlement agreement, all outstanding claims were settled and released, and the state and federal court proceedings were dismissed with prejudice in consideration of K&E making a payment to Magnetek of $5 million. The Company received full payment from K&E and both the federal proceeding and the Illinois Supreme Court proceeding were dismissed in January 2012. The impact of the settlement agreement is reflected in the Company's results of discontinued operations for the nine months ended September 30, 2012.

The condensed consolidated balance sheet as of September 30, 2012, includes certain accrued liabilities which represent the Company’s best estimate of remaining contingent liabilities related to the indemnification provisions included in the sale agreements of divested businesses.  The results of discontinued operations for the nine-month period ended September 30, 2012, include a gain of $1.1 million resulting from non-cash adjustments of liabilities related to previously owned businesses. While management has used its best judgment in assessing the potential liability for these items, given the uncertainty regarding future events, it is difficult to estimate the possible timing or magnitude of any payments that may be required for liabilities subject to indemnification.  Any future adjustment to currently recorded contingencies related to indemnification claims or payments based upon changes in circumstances would be recorded as a gain or loss in discontinued operations.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Oct. 02, 2011	Sep. 30, 2012	Oct. 02, 2011
Statement of Other Comprehensive Income [Abstract]
Net income	$ 1,501	$ 1,734	$ 11,601	$ 3,890
Change in unrecognized pension liability	2,000	1,599	6,000	4,963
Change in currency translation adjustments	165	(290)	184	(114)
Comprehensive income	$ 3,666	$ 3,043	$ 17,785	$ 8,739

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Earnings (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Reconciliation

The following table sets forth the computation of basic and diluted earnings (loss) per share for the three- and nine-month periods ended September 30, 2012, and October 2, 2011:

	Three Months Ended						Nine Months Ended
	September 30, 2012			October 2, 2011			September 30, 2012		October 2, 2011
Numerator:
Income from continuing operations	$	1,660		$	1,966		$	6,108	$	4,743
Income (loss) from discontinued operations	(159		)	(232		)	5,493		(853		)
Net income	$	1,501		$	1,734		$	11,601	$	3,890
Denominator:
Weighted average shares - basic earnings per share	3,174			3,143			3,168		3,137
Add dilutive effective of stock based compensation	81			60			95		59
Weighted average shares - diluted earnings per share	3,255			3,203			3,263		3,196
Income (loss) per share - basic:
Continuing operations	$	0.52		$	0.62		$	1.93	$	1.51
Discontinued operations	$	(0.05	)	$	(0.07	)	$	1.73	$	(0.27	)
Net income per share	$	0.47		$	0.55		$	3.66	$	1.24
Income (loss) per share - diluted:
Continuing operations	$	0.51		$	0.61		$	1.87	$	1.48
Discontinued operations	$	(0.05	)	$	(0.07	)	$	1.68	$	(0.27	)
Net income per share	$	0.46		$	0.54		$	3.55	$	1.21

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Document and Entity Information Document	9 Months Ended
	Sep. 30, 2012	Nov. 01, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	MAGNETEK, INC.
Entity Central Index Key	0000751085
Current Fiscal Year End Date	--12-30
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		3,177,050

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Warranties (Tables)

9 Months Ended

Sep. 30, 2012

Product Warranties Disclosures [Abstract]

Changes in the warranty reserve

Changes in the warranty reserve for the nine-month periods ended September 30, 2012, and October 2, 2011, are as follows: 

	Nine Months Ended
	September 30, 2012			October 2, 2011
Balance, beginning of fiscal year	$	689		$	507
Changes in product warranties charged to earnings	67			656
Use of reserve for warranty obligations	(71		)	(497		)
Balance, end of period	$	685		$	666

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Jan. 01, 2012
Current assets:
Cash and cash equivalents	$ 27,113	$ 20,594
Restricted cash	262	262
Accounts receivable, net	17,231	16,739
Inventories	14,707	13,705
Prepaid expenses and other current assets	756	932
Total current assets	60,069	52,232
Property, plant and equipment	22,631	21,873
Less: accumulated depreciation	18,557	17,887
Net property, plant and equipment	4,074	3,986
Goodwill	30,497	30,465
Other assets	5,122	5,322
Total Assets	99,762	92,005
Current liabilities:
Accounts payable	11,022	14,373
Accrued liabilities	7,048	6,504
Total current liabilities	18,070	20,877
Pension benefit obligations, net	89,419	98,108
Other long term obligations	1,451	1,517
Deferred income taxes	7,938	7,248
Commitments and contingencies
Stockholders’ deficit
Common stock	32	32
Paid in capital in excess of par value	141,587	140,743
Retained earnings	12,934	1,333
Accumulated other comprehensive loss	(171,669)	(177,853)
Total stockholders' deficit	(17,116)	(35,745)
Total Liabilities and Stockholders' Deficit	$ 99,762	$ 92,005

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Pension Expense

9 Months Ended

Sep. 30, 2012

Compensation and Retirement Disclosure [Abstract]

Pension Expense

Pension Expense

Pension expense related to the Company’s defined benefit pension plan for the three- and nine-month periods ended September 30, 2012, and October 2, 2011, follows:

	Three Months Ended						Nine Months Ended
	September 30, 2012			October 2, 2011			September 30, 2012			October 2, 2011
Interest cost	$	2,125		$	2,419		$	6,375		$	7,170
Expected return on plan assets	(2,450		)	(2,655		)	(7,350		)	(7,581		)
Recognized net actuarial losses	2,000			1,599			6,000			4,963
Total net pension expense	$	1,675		$	1,363		$	5,025		$	4,552

In February 2011, the Company filed an application with the Internal Revenue Service ("IRS") for a waiver of its minimum required contributions for pension plan year 2011. The amount of the waiver requested was approximately $17 million, scheduled to be funded in quarterly installments from April 2011 through January 2012, with a final contribution due in September 2012. The waiver request was approved by the IRS in October 2011, and as a result, the Company did not make any contributions to the plan for plan year 2011. Rather, the 2011 plan year required contributions of $17 million were deferred and will be amortized with interest at a rate of 6% over plan years 2012 through 2016.

Required contributions to the pension plan resumed in 2012, and accordingly, the Company has made contributions aggregating $7.7 million to its pension plan assets in the first nine months of fiscal 2012. In October 2012, subsequent to the end of the third quarter, the Company made an additional required contribution to its pension plan assets in an amount of $3.9 million. The Company expects to make its final contribution for plan year 2012 in January 2013, also in an amount of $3.9 million.

The Company disclosed in its Transition Report on Form 10-K for the six-month transition period ended January 1, 2012, that the estimated minimum contributions to the Company's pension plan for fiscal years 2013 and 2014 aggregated $52 million. Federal legislation signed into law in July 2012 provided pension plan sponsors with funding relief, allowing the use of an adjusted 25-year average corporate bond rate versus the current two-year average. Use of the 25-year average rate is expected to result in higher interest rate assumptions in valuing plan liabilities and in determining funding obligations, which in turn will result in lower minimum required contributions for plan sponsors in the near term. As a result of these legislative changes, the Company now estimates that fiscal 2013 and 2014 minimum required pension contributions will decrease to $20 million each year from the previously expected amount of $26 million for each year. In addition, fiscal 2015 minimum required contributions are currently estimated at $13 million from the previously estimated amount of $20 million. Estimated future contributions to achieve 100% funded status, as measured using current actuarial assumptions and in accordance with the recently enacted legislation, are projected to be approximately $96 million. The net present value of the estimated future contributions, discounted using the post-relief average interest rate of 5.05%, total approximately $77 million.

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Warranties

9 Months Ended

Sep. 30, 2012

Product Warranties Disclosures [Abstract]

Warranties

Warranties

The Company offers warranties for certain products that it manufactures, with the warranty term generally ranging from one to two years.  Warranty reserves are established for costs expected to be incurred after the sale and delivery of products under warranty, based mainly on known product failures and historical experience.  Actual repair costs incurred for products under warranty are charged against the established reserve balance as incurred.  Changes in the warranty reserve for the nine-month periods ended September 30, 2012, and October 2, 2011, are as follows: 

	Nine Months Ended
	September 30, 2012			October 2, 2011
Balance, beginning of fiscal year	$	689		$	507
Changes in product warranties charged to earnings	67			656
Use of reserve for warranty obligations	(71		)	(497		)
Balance, end of period	$	685		$	666

Warranty reserves are included in accrued liabilities in the accompanying condensed consolidated balance sheets.

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Commitments and Contingencies (Details)	0 Months Ended		1 Months Ended					1 Months Ended
	Aug. 02, 2012 Foreign Tax Authority [Member] USD ($)	Aug. 02, 2012 Foreign Tax Authority [Member] EUR (€)	Nov. 30, 2010 Foreign Tax Authority [Member] USD ($)	Nov. 30, 2010 Foreign Tax Authority [Member] EUR (€)	Nov. 30, 2007 Antonio Canova [Member] USD ($)	Nov. 30, 2007 Antonio Canova [Member] EUR (€)	Sep. 30, 2012 Connecticut Department of Environmental Protection [Member] USD ($)	Nov. 30, 2010 Commissioner of Environmental Protection [Member] USD ($)
Loss Contingencies [Line Items]
Alleged taxes owed	$ 12,300,000	€ 9,500,000	$ 2,400,000	€ 1,900,000
Alleged taxes owed including penalties and interest	3,600,000	2,800,000	3,300,000	2,600,000
Asserted claims for damages					4,500,000	3,500,000
Liabilitiy recorded							600,000
Payment to CTCEP								$ 5,000

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Pension Expense (Tables)

9 Months Ended

Sep. 30, 2012

Compensation and Retirement Disclosure [Abstract]

Pension expense related to the defined benefit pension plan

Pension expense related to the Company’s defined benefit pension plan for the three- and nine-month periods ended September 30, 2012, and October 2, 2011, follows:

	Three Months Ended						Nine Months Ended
	September 30, 2012			October 2, 2011			September 30, 2012			October 2, 2011
Interest cost	$	2,125		$	2,419		$	6,375		$	7,170
Expected return on plan assets	(2,450		)	(2,655		)	(7,350		)	(7,581		)
Recognized net actuarial losses	2,000			1,599			6,000			4,963
Total net pension expense	$	1,675		$	1,363		$	5,025		$	4,552

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

On January 2, 2012, the Company adopted Financial Accounting Standards Board Accounting Standards Update ("ASU") 2011-05, an amendment to Accounting Standards Codification 220, Comprehensive Income. ASU 2011-05 introduces a new statement, the Consolidated Statement of Comprehensive Income, which begins with net earnings and adds or deducts other recognized changes in assets and liabilities that are not included in net earnings, but are reported directly to equity. For example, unrealized changes in currency translation adjustments are included in the measure of comprehensive income but are excluded from net income. The amendment affects only the display of those components of equity categorized as other comprehensive income and does not change existing recognition and measurement requirements that determine net earnings.

Evaluation of Subsequent Events

Evaluation of Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date the financial statements were available to be issued, and has concluded that no recognized or non-recognized subsequent events have occurred since its fiscal quarter ended on September 30, 2012.

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Income Taxes

9 Months Ended

Sep. 30, 2012

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Due to historical taxable losses, the Company provides valuation reserves against its U.S. deferred tax assets.  A portion of the Company’s deferred tax liability relates to tax-deductible amortization of goodwill that is no longer amortized for financial reporting purposes. These deferred tax liabilities are considered to have an indefinite life and are therefore ineligible to be considered as a source of future taxable income in assessing the realization of deferred tax assets.

The Company’s provision for income taxes for each of the three-month periods ended September 30, 2012, and October 2, 2011, includes $230 of deferred income tax expense related to the increase in the Company’s deferred tax liability resulting from the tax-deductible amortization of goodwill.  The Company’s provision for income taxes for the nine-month periods ended September 30, 2012, and October 2, 2011, includes $690 and $586, respectively, of deferred income tax expense related to the increase in the Company’s deferred tax liability resulting from the tax-deductible amortization of goodwill.  The remaining tax provision is comprised of income taxes of the Company’s foreign subsidiary in Canada.

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Bank Borrowing Arrangements

9 Months Ended

Sep. 30, 2012

Debt Disclosure [Abstract]

Bank Borrowing Arrangements

Bank Borrowing Arrangements

In November 2007, the Company entered into an agreement with Associated Bank, N.A. (“Associated Bank”) providing for a $10 million revolving credit facility (the “revolving facility”).  Borrowings under the revolving facility bore interest at the London Interbank Offering Rate (“LIBOR”) plus 1.5%, with borrowing levels determined by a borrowing base formula as defined in the agreement, which included the level of eligible accounts receivable.  The revolving facility also supports the issuance of letters of credit, places certain restrictions on the Company’s ability to pay dividends or make acquisitions, and includes covenants that require minimum operating profit levels and limit annual capital expenditures.  Borrowings under the revolving facility were originally collateralized by the Company’s accounts receivable and inventory. 

The Company has subsequently entered into several amendments to the revolving facility, mainly to extend the maturity date of the revolving facility, to broaden the security interest of Associated Bank to collateralize all assets of the Company, and to establish or modify certain covenants with which the Company must comply under the terms of the amended revolving facility.

In December 2011, the Company and Associated Bank entered into the most recent fourth amendment to the revolving facility, the purpose of which was to (i) extend the maturity date of the revolving facility to June 15, 2013; (ii) increase the commitment amount of Associated Bank to $12.5 million; (iii) establish minimum adjusted earnings before interest, taxes, depreciation and amortization requirements for the three-month periods ending December 31, 2011, through March 31, 2013; and (iv) establish maximum amounts the Company can contribute to its defined benefit pension plan during the term of the agreement.  

There were no amounts outstanding on the amended revolving facility as of September 30, 2012.  The Company is currently in compliance with all covenants of the revolving facility, as amended.

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Inventories (Tables)

9 Months Ended

Sep. 30, 2012

Inventory Disclosure [Abstract]

Inventory

Inventories consist of the following:

	September 30, 2012		January 1, 2012
Raw materials and stock parts	$	10,048	$	9,042
Work-in-process	1,176		1,174
Finished goods	3,483		3,489
	$	14,707	$	13,705

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Discontinued Operations (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended	0 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Jan. 19, 2012 Magnetek, Inc. v. Kirkland & Ellis, LLP, August 2008 [Member]
Discontinued Operations [Line Items]
Payment received from settlement agreement			$ 5
Resulting gain from discontinued operations	$ 1.1	$ 1.1

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Warranties (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Oct. 02, 2011
Product Warranties Disclosures [Abstract]
Warranty term, minimum	1 year
Warranty term, maximum	2 years
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance, beginning of fiscal year	$ 689	$ 507
Changes in product warranties charged to earnings	67	656
Use of reserve for warranty obligations	(71)	(497)
Balance, end of period	$ 685	$ 666

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Oct. 02, 2011
Cash flows from operating activities
Net income	$ 11,601	$ 3,890
(Income) loss from discontinued operations	(5,493)	853
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	649	687
Amortization of intangible assets	40	39
Stock based compensation expense	630	483
Pension expense	5,025	4,552
Deferred income tax provision	690	586
Changes in operating assets and liabilities	(2,755)	2,919
Cash contribution to pension fund	(7,714)	(4,950)
Net cash provided by (used in) operating activities - continuing operations	2,673	9,059
Net cash provided by (used in) operating activities - discontinued operations	4,367	(1,136)
Net cash provided by (used in) operating activities	7,040	7,923
Cash flows from investing activities:
Capital expenditures	(731)	(868)
Net cash provided by (used in) investing activities - continuing operations	(731)	(868)
Net cash provided by (used in) investing activities - discontinued operations	0	0
Net cash provided by (used in) investing activities	(731)	(868)
Cash flow from financing activities:
Proceeds from issuance of common stock	232	232
Purchase and retirement of treasury stock	(19)	0
Principal payments under capital lease obligations	(3)	(3)
Net cash provided by (used in) financing activities - continuing operations	210	229
Net cash provided by (used in) financing activities - discontinued operations	0	0
Net cash provided by (used in) financing activities	210	229
Net increase (decrease) in cash	6,519	7,284
Cash at the beginning of the period	20,594	6,579
Cash at the end of the period	$ 27,113	$ 13,863

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Earnings (Loss) Per Share

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per share for the three- and nine-month periods ended September 30, 2012, and October 2, 2011:

	Three Months Ended						Nine Months Ended
	September 30, 2012			October 2, 2011			September 30, 2012		October 2, 2011
Numerator:
Income from continuing operations	$	1,660		$	1,966		$	6,108	$	4,743
Income (loss) from discontinued operations	(159		)	(232		)	5,493		(853		)
Net income	$	1,501		$	1,734		$	11,601	$	3,890
Denominator:
Weighted average shares - basic earnings per share	3,174			3,143			3,168		3,137
Add dilutive effective of stock based compensation	81			60			95		59
Weighted average shares - diluted earnings per share	3,255			3,203			3,263		3,196
Income (loss) per share - basic:
Continuing operations	$	0.52		$	0.62		$	1.93	$	1.51
Discontinued operations	$	(0.05	)	$	(0.07	)	$	1.73	$	(0.27	)
Net income per share	$	0.47		$	0.55		$	3.66	$	1.24
Income (loss) per share - diluted:
Continuing operations	$	0.51		$	0.61		$	1.87	$	1.48
Discontinued operations	$	(0.05	)	$	(0.07	)	$	1.68	$	(0.27	)
Net income per share	$	0.46		$	0.54		$	3.55	$	1.21

Outstanding options to purchase 164 thousand and 170 thousand shares of common stock as of September 30, 2012, and October 2, 2011, respectively, have not been included in the Company’s computation of weighted average shares for diluted earnings per share because the effect would have been anti-dilutive.

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Pension Expense (Details) (USD $)	1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 31, 2012	Sep. 30, 2012	Oct. 02, 2011	Sep. 30, 2012	Oct. 02, 2011	Feb. 28, 2011
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Pension contributions				$ 7,714,000	$ 4,950,000
Pension [Member]
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Interest cost		2,125,000	2,419,000	6,375,000	7,170,000
Expected return on plan assets		(2,450,000)	(2,655,000)	(7,350,000)	(7,581,000)
Recognized net actuarial losses		2,000,000	1,599,000	6,000,000	4,963,000
Total net pension expense		1,675,000	1,363,000	5,025,000	4,552,000
Minimum contribution requirement waived by taxing authority						17,000,000
Minimum contribution requirement waived by taxing authority, amortization percent						6.00%
Pension contributions	3,900,000			7,700,000
Expected contributions in 2012		3,900,000		3,900,000
Estimated minimum contributions to the Company's pension plan for fiscal years 2013 and 2014		52,000,000		52,000,000
Average period of corporate bond used to determine plan obligations		2 years		2 years
Contributions to be made in next fiscal year		26,000,000		26,000,000
Contributions to be made in 2013		20,000,000		20,000,000
Post-relief average interest rate		5.05%		5.05%
Estimated contributions to fully fund plan, net present value		77,000,000		77,000,000
Pension [Member] | Change in Assumptions for Pension Plans [Member]
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Average period of corporate bond used to determine plan obligations		25 years		25 years
Contributions to be made in next fiscal year		20,000,000		20,000,000
Contributions to be made in 2013		13,000,000		13,000,000
Estimated contributions to fully fund plan		$ 96,000,000		$ 96,000,000

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Summary of Significant Accounting Policies (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Oct. 02, 2011	Sep. 30, 2012	Oct. 02, 2011
Significant Accounting Policies [Line Items]
Operating Cycle	P13W	P13W	P39W	P39W
Reverse stock split conversion ratio			10
Minimum [Member]
Significant Accounting Policies [Line Items]
Normal Operating Cycle			P13W
Maximum [Member]
Significant Accounting Policies [Line Items]
Normal Operating Cycle			P14W