UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
|X| The Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the three months ended September 30, 2005, or
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to ______________.
Commission File No. 1-5375
TECHNITROL [GRAPHIC]
TECHNITROL, INC.
(Exact name of registrant as specified in its Charter)
PENNSYLVANIA 23-1292472
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1210 Northbrook Drive, Suite 470
Trevose, Pennsylvania 19053
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 215-355-2900
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 the filing
requirements for at least the past 90 days. YES |X| NO |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES |X| NO |_|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES |_| NO |X|
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date: 40,529,151
1
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements 3
Consolidated Balance Sheets (Unaudited) 3
Consolidated Statements of Operations (Unaudited) 4
Consolidated Statements of Cash Flows (Unaudited) 5
Consolidated Statements of Changes in Shareholders'
Equity (Unaudited) 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 15
Item 3. Quantitative and Qualitative Disclosures about Market Risk 31
Item 4. Controls and Procedures 31
PART II OTHER INFORMATION
Item 1. Legal Proceedings 33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33
Item 3. Defaults Upon Senior Securities 33
Item 4. Submission of Matters to a Vote of Security Holders 33
Item 5. Other Information 33
Item 6. Exhibits 33
Exhibit Index 34
2
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
Technitrol, Inc. and Subsidiaries
Consolidated Balance Sheets
In thousands
September 30, December 31,
2005 2004
---- ----
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 98,975 $155,952
Trade receivables, net 126,335 109,652
Inventories 75,061 77,481
Prepaid expenses and other current assets 14,885 20,917
-------- --------
Total current assets 315,256 364,002
Property, plant and equipment 241,227 233,563
Less accumulated depreciation 144,431 131,387
-------- --------
Net property, plant and equipment 96,796 102,176
Deferred income taxes 10,012 8,898
Goodwill 155,592 126,178
Other intangibles, net 9,098 22,685
Other assets 2,554 2,648
-------- --------
$589,308 $626,587
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of long-term debt $ 124 $ 130
Short-term debt 6,084 6,717
Accounts payable 64,353 48,655
Accrued expenses 72,053 69,602
-------- --------
Total current liabilities 142,614 125,104
Long-term liabilities:
Long-term debt, excluding current installments 6,220 7,125
Other long-term liabilities 14,634 14,766
Minority interest 12,732 14,730
Shareholders' equity:
Common stock and additional paid-in capital 215,359 213,694
Retained earnings 195,902 239,752
Deferred compensation (1,612) (1,968)
Other comprehensive income 3,459 13,384
-------- --------
Total shareholders' equity 413,108 464,862
-------- --------
$589,308 $626,587
======== ========
See accompanying Notes to Unaudited Consolidated Financial Statements.
3
Technitrol, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
In thousands, except per share data
Three Months Ended Nine Months Ended
September 30, October 1, September 30, October 1,
2005 2004 2005 2004
---- ---- ---- ----
Net sales $147,217 $140,606 $431,913 $417,197
Costs and expenses:
Cost of sales 113,211 105,949 331,399 305,588
Selling, general and administrative expenses 25,574 26,825 77,688 82,369
Severance and asset impairment expense 1,438 2,399 50,641 6,740
-------- -------- -------- --------
Total costs and expenses applicable to sales 140,223 135,173 459,728 394,697
Operating profit (loss) 6,994 5,433 (27,815) 22,500
Other income (expense):
Interest income (expense), net 377 (100) 1,158 (405)
Equity method investment earnings -- 395 -- 787
Other (203) 170 (1,094) 746
-------- -------- -------- --------
Total other income 174 465 64 1,128
-------- -------- -------- --------
Earnings (loss) from continuing operations before taxes and
minority interest 7,168 5,898 (27,751) 23,628
Income taxes 1,551 1,304 4,025 4,122
Minority interest 327 141 1,045 141
-------- -------- -------- --------
Net earnings (loss) from continuing operations $ 5,290 $ 4,453 $(32,821) $ 19,365
Net (loss) earnings from discontinued operations, net
of taxes (701) (15) (395) 112
-------- -------- -------- --------
Net earnings (loss) $ 4,589 $ 4,438 $(33,216) $ 19,477
======== ======== ======== ========
Basic and diluted earnings (loss) per share from
continuing operations $ 0.13 $ 0.11 $ (0.81) $ 0.48
======== ======== ======== ========
Basic and diluted (loss) per share from discontinued
operations $ (0.02) $ -- $ (0.01) $ --
======== ======== ======== ========
Basic and diluted earnings (loss) per share $ 0.11 $ 0.11 $ (0.82) $ 0.48
======== ======== ======== ========
See accompanying Notes to Unaudited Consolidated Financial Statements.
4
Technitrol, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
In thousands
Nine Months Ended
September 30, October 1,
------------- ----------
2005 2004
---- ----
Cash flows from operating activities:
Net (loss) earnings $(32,821) $ 19,365
Adjustments to reconcile net (loss) earnings to net cash provided
by operating activities:
Depreciation and amortization 15,808 17,676
Tax effect of employee stock compensation (151) --
Amortization of stock incentive plan expense 2,828 2,578
Minority interest in net earnings of consolidated subsidiary 1,045 141
Severance and asset impairment expense, net of cash payments 46,065 1,573
Changes in assets and liabilities, net of effect of acquisitions:
Trade receivables (8,696) 2,267
Inventories (191) (6,503)
Prepaid expenses and other current assets 1,224 417
Accounts payable and accrued expenses 2,527 (17,073)
Other, net 5,499 1,010
-------- --------
Net cash provided by operating activities 33,137 21,451
-------- --------
Cash flows from investing activities:
Acquisitions, net of cash acquired (84,599) (4,845)
Proceeds from sale of business 6,724 --
Capital expenditures (12,167) (5,422)
Proceeds from sale of property, plant and equipment 2,006 168
Foreign currency impact on intercompany lending 8,032 321
-------- --------
Net cash (used in) investing activities (80,004) (9,778)
-------- --------
Cash flows from financing activities:
Principal payments of long-term debt, net (754) (238)
Dividends paid (7,088) --
Sale of stock through employee stock purchase plan -- 702
-------- --------
Net cash (used in) provided by financing activities (7,842) 464
-------- --------
Net effect of exchange rate changes on cash (2,646) (41)
-------- --------
Net (decrease) increase in cash and cash equivalents from
continuing operations (57,355) 12,096
Net increase (decrease) in cash and cash equivalents from
discontinued operations 378 (1,828)
-------- --------
Cash and cash equivalents at beginning of period 155,952 143,448
-------- --------
Cash and cash equivalents at end of period $ 98,975 $153,716
======== ========
See accompanying Notes to Unaudited Consolidated Financial Statements.
5
Technitrol, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
Nine Months Ended September 30, 2005
(Unaudited)
In thousands
Other
---------------------
Accumu-
lated
Common stock and other Compre-
paid-in capital Deferred compre- hensive
--------------------- Retained compen- hensive income
Shares Amount earnings sation income (loss)
-------- -------- -------- -------- -------- --------
Balance at December 31, 2004 40,448 $213,694 $239,752 $ (1,968) $ 13,384
Stock options, awards and related compensation 21 594 -- 28 --
Tax effect of stock compensation -- (54) -- -- --
Currency translation adjustments -- -- -- -- (3,514) $ (3,514)
Net earnings -- -- 5,109 -- -- 5,109
--------
Comprehensive income $ 1,595
========
Dividends declared ($0.0875 per share) -- -- (3,541) -- --
-------- -------- -------- -------- --------
Balance at April 1, 2005 40,469 214,234 241,320 (1,940) 9,870
Stock options, awards and related compensation 61 990 -- (78) --
Tax effect of stock compensation -- 152 -- -- --
Currency translation adjustments -- -- -- -- (4,182) $ (4,182)
Net (loss) -- -- (42,914) -- -- (42,914)
--------
Comprehensive (loss) $(47,096)
========
Dividends declared ($0.0875 per share) -- -- (3,547) -- --
-------- -------- -------- -------- --------
Balance at July 1, 2005 40,530 215,376 194,859 (2,018) 5,688
Stock options, awards and related compensation (1) 232 -- 406 --
Tax effect of stock compensation -- (249) -- -- --
Currency translation adjustments -- -- -- -- (2,229) $ (2,229)
Net earnings -- -- 4,589 -- -- 4,589
--------
Comprehensive income $ 2,360
========
Dividends declared ($0.0875 per share) -- -- (3,546) -- --
-------- -------- -------- -------- --------
Balance at September 30, 2005 40,529 $215,359 $195,902 $ (1,612) $ 3,459
======== ======== ======== ======== ========
See accompanying Notes to Unaudited Consolidated Financial Statements.
6
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(1) Accounting policies
For a complete description of the accounting policies of Technitrol, Inc.
and its consolidated subsidiaries, refer to Note 1 of Notes to Consolidated
Financial Statements included in Technitrol's Form 10-K filed for the year ended
December 31, 2004. We sometimes refer to Technitrol as "we" or "our".
The results for the nine months ended September 30, 2005 and October 1,
2004 have been prepared by our management without audit by our independent
auditors. In the opinion of management, the financial statements fairly present
in all material respects, the financial position and results of operations for
the periods presented. To the best of our knowledge and belief, all adjustments
have been made to properly reflect income and expenses attributable to the
periods presented. Except for severance and asset impairment expenses, all such
adjustments are of a normal recurring nature. Operating results for the nine
months ended September 30, 2005 are not necessarily indicative of annual
results.
New Accounting Pronouncements
In March 2005, the FASB issued Financial Interpretation No. 47, Accounting
for Conditional Asset Retirement Obligations ("FIN 47"). FIN 47 clarifies the
term, "conditional asset retirement obligation", as used in SFAS No. 143
Accounting for Asset Retirement Obligations, which refers to a legal obligation
to perform an asset retirement activity in which the timing and/or method of
settlement are conditional on a future event. Uncertainty about the timing
and/or method of settlement of a conditional asset retirement obligation should
be factored into the measurement of the liability when sufficient information
exists. FIN 47 becomes effective no later than the end of fiscal years ending
after December 15, 2005. We are evaluating the effect FIN 47 will have on our
consolidated financial statements.
In December 2004, the FASB issued Statement No. 123(R), Share-Based
Payment, ("SFAS 123(R)"), which amends SFAS No. 123, Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees. SFAS 123(R) requires compensation expense to be recognized for all
share-based payments made to employees based on the fair value of the award at
the date of grant, eliminating the intrinsic value alternative allowed by SFAS
123. Generally, the approach to determining fair value under the original
pronouncement has not changed, however, there are revisions to the accounting
guidelines established, such as accounting for forfeitures. SFAS 123(R) becomes
effective at the beginning of our fiscal 2006. Adoption of this standard is not
expected to have a material impact on our revenue, operating results, financial
position or liquidity.
In December 2004, the FASB issued Staff Position No. FAS 109-2 ("FAS
109-2"), Accounting and Disclosure Guidance for the Foreign Earnings
Repatriation Provision within the American Jobs Creations Act of 2004. The
American Jobs Creation Act ("AJCA") introduces a limited time 85% dividends
received deduction on the repatriation of certain foreign earnings to a U.S.
taxpayer (repatriation provision), provided certain criteria are met. FAS 109-2
provides accounting and disclosure guidance for the repatriation provision.
Based on the AJCA legislation and 2005 guidance by the Department of Treasury,
we decided in the third quarter of 2005 to repatriate $53.0 million of foreign
earnings before the end of 2005. A charge of $5.6 million related to the planned
repatriation was accrued in the third quarter of 2005 and is included in income
taxes (from continuing operations) in the accompanying consolidated statements
of operations.
7
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(1) Accounting policies, continued
In November 2004, the FASB issued Statement No. 151, Inventory Costs or
Amendment of ARB No.43, Chapter 4 ("SFAS 151"). SFAS 151 provides for certain
fixed production overhead cost to be reflected as a period cost and not
capitalized as inventory. SFAS 151 becomes effective at the beginning of our
fiscal 2006. Adoption of this standard is not expected to have a material impact
on our revenue, operating results, financial position or liquidity.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified to conform with the current year presentation.
(2) Acquisitions
LK Products Oy: On September 8, 2005, we acquired all of the capital stock
of LK Products Oy ("LK"), headquartered in Kempele, Finland with production
operations in Finland, China and Hungary as well as offices in South Korea and
San Diego. The results of LK's operations have been included in the consolidated
financial statements since that date. LK produces antennas and integrated
modules for mobile communications and information devices and will be the
cornerstone of Pulse's antenna products division. The purchase price was
approximately $82.6 million, net of cash acquired of $0.4 million. The purchase
price was funded with cash on hand. The purchase agreement also includes a
revenue-based earnout provision whereby we will pay the seller one euro for each
euro of revenue in excess of (euro)85.0 million achieved by LK during the 12
months ended May 31, 2006. We will record this contingent consideration as
additional goodwill, when and if paid. The preliminary fair value of the net
tangible assets acquired approximated $24.7 million. We are in the process of
obtaining third-party valuations of the property, plant and equipment and
intangible assets. Therefore, the allocation of the purchase price is subject to
adjustment. The full excess purchase price has been recorded as goodwill on the
consolidated balance sheet until the valuation is completed. We will record
cumulative amortization in the fourth quarter of 2005. The following table
summarizes the preliminary fair values of the assets acquired and liabilities
assumed at the date of acquisition (in millions):
Current assets $ 26.6
Property, plant & equipment 15.8
Goodwill 58.4
------
Total assets acquired 100.8
Current liabilities 17.4
Long-term liabilities 0.3
------
Total liabilities assumed 17.7
Net assets acquired $ 83.1
======
8
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(2) Acquisitions, continued
Had the acquisition of LK occurred on January 1, 2004, unaudited pro forma
results would have been as follows (in millions, except per share amounts):
Nine Months Nine Months
Ended Ended
9/30/2005 10/1/2004
--------- ---------
Net sales $495.0 $486.7
Net earnings (loss) from continuing operations (30.9) 27.5
Net earnings (loss) from continuing operations per
common share:
Basic (0.77) 0.68
Diluted (0.77) 0.68
The pro forma results reflect adjustments for the increased amortization and the
reduction in interest income attributable to the acquisition. Potential cost
savings, however, from combining LK with our operations are not reflected. For
this and other reasons, the pro forma results are not indicative of the results
that would have occurred had the acquisition actually been consummated on
January 1, 2004, and are not intended to be a projection of future results or
trends.
Full Rise Electronic Co., Ltd. (FRE): FRE is based in the Republic of
China (Taiwan) and manufactures connector products, including single and
multiple-port jacks, and supplies products to us under a cooperation agreement.
In April 2001, we made a minority investment in the common stock of FRE, which
was accounted for by the cost-basis method of accounting. On July 27, 2002, we
made an additional investment in FRE of $6.7 million which increased the total
investment to $20.9 million. As a result of the increased ownership percentage
to approximately 29%, we began to account for the investment under the equity
method of accounting beginning in the three months ended September 27, 2002.
Shares of FRE began trading on the Taiwan Stock Exchange in January 2003, and
they experienced considerable price volatility. In the three months ended
December 26, 2003, we recorded an $8.7 million net loss to adjust our original
cost basis of the investment to market value. In July 2004, we purchased an
additional 9.0 million shares of common stock in FRE for $10.5 million. On
September 13, 2004, we acquired an additional 2.4 million shares of common stock
in FRE for $2.5 million, bringing our ownership percentage up to 51%.
Accordingly, FRE's operating results were consolidated with our own beginning
September 13, 2004. Our net earnings therefore reflect FRE's net earnings, after
deducting the minority interest due to the minority shareholders. During the
nine months ended September 30, 2005, we acquired an additional 2.8 million
shares of common stock in FRE for $2.2 million, bringing our ownership
percentage up to 57%. Additional purchases of common stock in FRE are allocated,
on a pro rata basis, to goodwill, identifiable intangible assets, and property,
plant, and equipment according to amounts recorded as of September 13, 2004. The
fair value of the net tangible assets acquired through September 13, 2004
approximated $28.8 million, less a minority interest of $14.0 million. Based on
the fair value of net tangible assets acquired and our current ownership
percentage, the allocation of the investment to intangibles includes $0.5
million for technology, $0.6 million for trademarks, $2.1 million for customer
relationships and $10.7 million of goodwill. All of the separately identifiable
intangibles are being amortized, with useful lives of 4 years for technology and
customer relationships.
9
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(3) Severance and asset impairment expense
In the nine months ended September 30, 2005, we accrued $4.6 million for a
number of actions to streamline operations at Pulse and AMI Doduco. These
include severance and related payments comprised of $0.8 million related to
Pulse's termination of manufacturing and support personnel at facilities in
Italy and Turkey, $1.6 million related to AMI Doduco's termination of
manufacturing and support personnel at a facility in Italy, $0.3 million related
to Pulse's termination of a lease in China, $0.2 million related to AMI Doduco's
shutdown of a facility in the United Kingdom, $0.4 million related to the
transfer of Pulse consumer division assets from Pulse's facility in Turkey to
China, and $1.3 million for severance and facility closure costs at other
locations. The majority of these accruals will be paid by December 31, 2005,
except for remaining lease or severance payments to be made over a specified
term. Additionally, in the three months ended July 1, 2005, we recorded a $46.0
million impairment charge of Pulse consumer division assets consisting of $25.6
million of goodwill, $11.5 million of identifiable intangibles, and $8.9 million
of property, plant, and equipment. These impairments resulted from updated cash
flow projections which reflect the shift of production by Pulse to China-based
locations, decreasing average selling prices for television transformers
resulting from competition with Asian companies selling in U.S. dollars, and the
recent weakness in the European television market. We expect to accrue an
additional $0.3 million of severance in the fourth quarter of 2005 in connection
with the termination of manufacturing and support personnel in the consumer
division and $0.2 million for severances at other locations. Additionally, we
expect to accrue an additional $0.6 million in contract termination costs and
asset impairments at AMI Doduco's facility in Italy in the fourth quarter of
2005.
In the nine months ended October 1, 2004 we accrued $6.7 million for
severance and related payments comprised of $3.0 million related to AMI Doduco's
termination of manufacturing and support personnel at a facility in Germany,
$2.5 million related to the termination of manufacturing and support personnel
at a facility in France, $0.8 million related to Pulse's shutdown of a facility
in Carlsbad, California and $0.4 million for other severances in various
locations. The vast majority of these accruals were utilized by December 31,
2004.
Our severance and asset impairment charges are summarized on a
year-to-date basis for 2005 as follows (in millions):
AMI Doduco Pulse Total
---------- ----- -----
Balance accrued at December 31, 2004 $ 1.8 $ 1.2 $ 3.0
Accrued during the nine months ended
September 30, 2005 2.2 48.4 50.6
Severance and other cash payments (1.9) (2.6) (4.5)
Non-cash asset disposals (0.2) (46.1) (46.3)
----- ----- -----
Balance accrued at September 30, 2005 $ 1.9 $ 0.9 $ 2.8
===== ===== =====
(4) Inventories
Inventories consisted of the following (in thousands):
September 30, December 31,
2005 2004
---- ----
Finished goods $30,632 $27,394
Work in process 20,247 20,312
Raw materials and supplies 24,182 29,775
------- -------
$75,061 $77,481
======= =======
10
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(5) Derivatives and other financial instruments
We utilize derivative financial instruments, primarily forward exchange
contracts, to manage foreign currency risks. While these hedging instruments are
subject to fluctuations in value, such fluctuations are generally offset by the
value of the underlying exposures being hedged.
At September 30, 2005, we had one foreign exchange forward contract
outstanding to sell forward approximately 49.1 million euros in the aggregate,
in order to hedge intercompany loans. The term of this contract was
approximately 30 days although we routinely settle such obligations and enter
into new 30-day contracts each month. We had no other derivative instruments at
September 30, 2005. In addition, management believes that there is no material
risk of loss from changes in inherent market rates or prices in our other
financial instruments.
(6) Earnings per share
Basic earnings per share are calculated by dividing net earnings by the
weighted average number of common shares outstanding (excluding restricted
shares) during the period. We had unvested restricted shares outstanding of
approximately 197,000 and 211,000 as of September 30, 2005 and October 1, 2004,
respectively. For calculating diluted earnings per share, common share
equivalents and unvested restricted stock outstanding are added to the weighted
average number of common shares outstanding. Common share equivalents are
comprised of outstanding options to purchase common stock and the amount of
compensation cost attributed to future services not yet recognized as calculated
using the treasury stock method. There were no common share equivalents for the
three and nine months ended September 30, 2005, as the exercise prices of
outstanding share options were greater than the average stock price for the
period. There were approximately 475,000 stock options outstanding as of
September 30, 2005 and approximately 435,000 as of October 1, 2004.
Earnings (loss) per share calculations are as follows (in thousands, except per
share amounts):
Three Months Ended Nine Months Ended
September 30, October 1, September 30, October 1,
2005 2004 2005 2004
---- ---- ---- ----
Net earnings (loss) from continuing
operations $ 5,290 $ 4,453 $(32,821) $ 19,365
Net (loss) earnings from discontinued
operations (701) (15) (395) 112
-------- -------- -------- --------
Net earnings (loss) $ 4,589 $ 4,438 $(33,216) 19,477
Basic earnings (loss) per share:
Shares 40,318 40,204 40,286 40,163
Continuing operations $ 0.13 $ 0.11 $ (0.81) $ 0.48
Discontinued operations (0.02) -- (0.01) --
-------- -------- -------- --------
Per share amount $ 0.11 $ 0.11 $ (0.82) $ 0.48
======== ======== ======== ========
Diluted earnings (loss) per share:
Shares 40,445 40,439 40,286 40,387
Continuing operations $ 0.13 $ 0.11 $ (0.81) $ 0.48
Discontinued operations (0.02) -- (0.01) --
-------- -------- -------- --------
Per share amount $ 0.11 $ 0.11 $ (0.82) $ 0.48
======== ======== ======== ========
11
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(7) Business segment information
For the three and nine months ended September 30, 2005 and October 1, 2004
there were immaterial amounts of intersegment revenues eliminated in
consolidation. There has been no material change in segment assets from December
31, 2004 to September 30, 2005, except for the acquisition of LK of $83.1
million (Note 2) and the impairment writedown in the Pulse consumer division of
$46.0 million (Note 3). In addition, the basis for determining segment financial
information has not changed from 2004. Specific segment data are as follows (in
thousands):
Three Months Ended Nine Months Ended
September 30, October 1, September 30, October 1,
2005 2004 2005 2004
---- ---- ---- ----
Net sales:
Pulse $ 86,626 $ 77,373 $240,554 $236,367
AMI Doduco 60,591 63,233 191,359 180,830
-------- -------- -------- --------
Total $147,217 $140,606 $431,913 $417,197
======== ======== ======== ========
Earnings (loss) from continuing operations
before income taxes and minority interest:
Pulse $ 6,196 $ 5,934 $(29,864) $ 24,376
AMI Doduco 798 (501) 2,049 (1,876)
-------- -------- -------- --------
Operating profit (loss) $ 6,994 $ 5,433 $(27,815) $ 22,500
Other income, net 174 465 64 1,128
-------- -------- -------- --------
Earnings (loss) from continuing operations
before income taxes and minority interest $ 7,168 $ 5,898 $(27,751) $ 23,628
======== ======== ======== ========
(8) Accounting for stock based compensation
We adopted SFAS 123, as amended by SFAS No. 148, Accounting for
Stock-Based Compensation Transition and Disclosure, an amendment of FASB
Statement No. 123 ("SFAS 148"), at the beginning of the 2003 fiscal year. We
implemented SFAS 123 under the prospective method approach per SFAS 148, whereby
compensation expense is recorded for all awards granted subsequent to adoption.
If compensation cost for our stock option plan and stock purchase plan had
been determined based on the fair value as required by SFAS 123 for all awards
(including those made prior to 2003), our pro forma net earnings and earnings
per basic and diluted share would have been as follows, (in thousands, except
per share amounts):
Three Months Ended Nine Months Ended
September 30, October 1, September 30, October 1,
2005 2004 2005 2004
---- ---- ---- ----
Net earnings (loss), as reported $ 4,589 $ 4,438 $(33,216) $ 19,477
Add: Stock-based compensation expense included
in reported net earnings (loss), net of taxes 448 548 1,485 1,546
Deduct: Total stock-based compensation expense
determined under fair value based method for all
awards, net of taxes (495) (664) (1,959) (2,096)
-------- -------- -------- --------
Net earnings (loss) adjusted $ 4,542 $ 4,322 $(33,690) $ 18,927
Basic net earnings (loss) per share - as reported $ 0.11 $ 0.11 $ (0.82) $ 0.48
Basic net earnings (loss) per share - adjusted $ 0.11 $ 0.11 $ (0.84) $ 0.47
Diluted net earnings (loss) per share - as reported $ 0.11 $ 0.11 $ (0.82) $ 0.48
Diluted net earnings (loss) per share - adjusted $ 0.11 $ 0.11 $ (0.84) $ 0.47
12
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(8) Accounting for stock based compensation, continued
At September 30, 2005, we had approximately 475,000 options outstanding,
representing approximately 1% of our outstanding shares of common stock. The
value of restricted stock has always been and continues to be recorded as
compensation expense over the restriction period, and such expense is included
in the results of operations for the periods ended September 30, 2005 and
October 1, 2004, respectively.
(9) Pension
In the nine months ended September 30, 2005 we were not required to, nor
did we, make any contributions to our qualified pension plan. Our net periodic
expense was approximately $1.1 million in the nine months ended September 30,
2005 and October 1, 2004, and is expected to be approximately $1.4 million for
the full fiscal year in 2005.
(10) Discontinued operations
In the second quarter of 2005, we received approximately $6.7 million for
the sale of AMI Doduco's bimetal and metal cladding operations. We realized a
gain of approximately $1.4 million from the sale of approximately $5.1 million
of inventory and $0.2 million of machinery and equipment. During the nine months
ended September 30, 2005, we accrued $1.3 million for severance and related
payments resulting from the announcement to terminate manufacturing and support
personnel and incurred other expenses related to the shutdown of operations.
Additionally, we realized a $1.0 million pension curtailment gain as a result of
the reduced estimated future service period of the severed personnel. We have
reflected the results of the bimetal and metal cladding operations as
discontinued operations on the consolidated statements of operations for all
periods presented. Summary results of operations for the bimetal and metal
cladding operations were as follows (in thousands):
Three Months Ended Nine Months Ended
September 30, October 1, September 30, October 1,
2005 2004 2005 2004
---- ---- ---- ----
Net sales $ -- $ 5,845 $ 9,020 $15,832
(Loss) earnings before income taxes (1,078) (23) (607) 172
The net book value of the land and building was approximately $1.3 million at
September 30, 2005. These assets are included in other current assets on the
consolidated balance sheets as the assets are held for sale.
13
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(11) Goodwill and other intangibles, net
The changes in the carrying amounts of goodwill for the nine months ended
September 30, 2005 are as follows (in thousands):
Balance at December 31, 2004 $126,178
Goodwill acquired during the year (Note 2) 58,474
Purchase price allocation and other adjustments 1,245
Impairment adjustment (25,614)
Currency translation adjustment (4,691)
--------
Balance at September 30, 2005 $155,592
========
The majority of our goodwill and other intangibles relate to our Pulse
segment.
Other intangible assets were as follows (in thousands):
September 30,
2005
----
Intangible assets subject to amortization
(definite lived) $10,682
Accumulated amortization (6,242)
-------
Net intangible assets subject to
amortization 4,440
Intangibles assets not subject to
amortization (indefinite lived) 4,658
-------
$ 9,098
=======
Amortization expense was $1.2 million and $3.3 million for the nine months
ended September 30, 2005 and October 1, 2004, respectively. Exclusive of LK,
estimated annual amortization expense for each of the next five years is as
follows (in thousands):
Year Ending
2006 $999
2007 999
2008 928
2009 350
2010 90
In the three months ended July 1, 2005, we recorded a $46.0 million
impairment charge of Pulse consumer division assets including $25.6 million of
goodwill and $11.5 million of identifiable intangibles. These impairments
resulted from updated cash flow projections which reflect the shift of
production by Pulse to China-based locations, decreasing average selling prices
for television transformers, and the overall decline in the European television
market.
14
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Introduction
This discussion and analysis of our financial condition and results of
operations as well as other sections of this report contain certain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and involve a number of risks and uncertainties.
Actual results may differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in "Risk Factors" section of this report on page 25 through 31.
Critical Accounting Policies
The preparation of financial statements and related disclosures in
conformity with U.S. generally accepted accounting principles requires us to
make judgments, assumptions and estimates that affect the amounts reported in
the Consolidated Financial Statements and accompanying notes. Note 1 to the
Consolidated Financial Statements in our Annual Report on Form 10-K for the
period ended December 31, 2004 describes the significant accounting policies and
methods used in the preparation of the Consolidated Financial Statements.
Estimates are used for, but not limited to, the accounting for inventory
valuation, impairment of goodwill and other intangibles, severance and asset
impairment expense, income taxes, and contingency accruals. Actual results could
differ from these estimates. The following critical accounting policies are
impacted significantly by judgments, assumptions and estimates used in the
preparation of the Consolidated Financial Statements.
Inventory Valuation. We carry our inventories at lower of cost or market.
We establish inventory provisions to write down excess and obsolete inventory to
market value. We utilize historical trends and customer forecasts to estimate
expected usage of on-hand inventory. In addition, inventory purchases are based
upon future demand forecasts estimated by taking into account actual sales of
our products over recent historical periods and customer forecasts. If there is
a sudden and significant decrease in demand for our products or there is a
higher risk of inventory obsolescence because of rapidly changing technology or
customer requirements, we may be required to write down our inventory and our
gross margin could be negatively affected. Conversely, if we were to sell or use
a significant portion of inventory already written down, our gross margin could
be positively affected.
Impairment of Goodwill and Other Intangibles. We assess the carrying cost
of goodwill and intangible assets with indefinite lives on an annual basis and
on an interim basis in certain circumstances. This assessment is based on
comparing fair value to carrying cost. Fair value is based on estimating future
cash flows using various growth assumptions and discounting based on a present
value factor. Assigning a useful life and periodically reassessing a remaining
useful life (for purposes of systematic amortization) is also predicated on
various economic assumptions. Our intangible assets are also subject to
impairment as a result of other factors such as changing technology, declines in
demand that lead to excess capacity and other factors. In addition to the
various assumptions, judgments and estimates mentioned above, we may
strategically realign our resources and consider restructuring, disposing of, or
otherwise exiting businesses in response to changes in industry or market
conditions, which could result in an impairment of goodwill or other
intangibles.
Severance and Asset Impairment Expense. We record severance, tangible
asset and other restructuring charges such as lease terminations, in response to
declines in demand that lead to excess capacity, changing technology and other
factors. These costs are expensed during the period in which we determine that
we will incur those costs, and all of the requirements for accrual are met in
accordance with the applicable accounting guidance. Restructuring costs are
recorded based upon our best estimates at the time, such as estimated residual
values. Our actual expenditures for the restructuring activities may differ from
the initially recorded costs. If this occurs, we could be required either to
record additional expenses in future periods if our initial estimates were too
low, or reverse part of the charges that we recorded initially if our initial
estimates were too high. In the case of acquisition-related restructuring costs,
15
depending on whether the assets impacted came from the acquired entity and the
timing of the restructuring charge, such adjustment would generally require a
change in value of the goodwill appearing on our balance sheet, which may not
affect our earnings.
Income Taxes. We use the asset and liability method of accounting for
income taxes. Under this method, income tax expense is recognized for the amount
of taxes payable or refundable for the current year and for deferred tax
liabilities and assets for the future tax consequences of events that have been
recognized in an entity's financial statements or tax returns. We must make
assumptions, judgments and estimates to determine our current provision for
income taxes and also our deferred tax assets and liabilities and any valuation
allowance to be recorded against a deferred tax asset. Our judgments,
assumptions and estimates relative to the current provision for income tax take
into account current tax laws, our interpretation of current tax laws and
possible outcomes of current and future audits conducted by foreign and domestic
tax authorities. Changes in tax law or our interpretation of tax laws and the
resolution of current and future tax audits could significantly impact the
amounts provided for income taxes in our consolidated financial statements. Our
assumptions, judgments and estimates relative to the value of a deferred tax
asset take in to account predictions of the amount and category of future
taxable income. Actual operating results and the underlying amount and category
of income in future years could render our current assumptions, judgments and
estimates of recoverable net deferred taxes inaccurate. Any of the assumptions,
judgments and estimates mentioned above could cause our actual income tax
obligations to differ from our estimates.
Contingency Accruals. During the normal course of business, a variety of
issues may arise, which may result in litigation, environmental compliance and
other contingent obligations. In developing our contingency accruals we consider
both the likelihood of a loss or incurrence of a liability as well as our
ability to reasonably estimate the amount of exposure. We record contingency
accruals when a liability is probable and the amount can be reasonably
estimated. We periodically evaluate available information to assess whether
contingency accruals should be adjusted. Our evaluation includes an assessment
of legal interpretations, judicial proceedings, recent case law and specific
changes or developments regarding known claims. We could be required to record
additional expenses in future periods if our initial estimates were too low, or
reverse part of the charges that we recorded initially if our estimates were too
high.
Overview
We are a global producer of precision-engineered passive electronic
components and electrical contact products and materials. We believe we are a
leading global producer of these products and materials in the primary markets
we serve based on our estimates of the size of our primary markets in annual
revenues and our share of those markets relative to our competitors.
We operate our business in two distinct segments:
o the electronic components segment, which operates under the
name Pulse, and
o the electrical contact products segment, which operates under
the name AMI Doduco.
General. We define net sales as gross sales less returns and allowances.
We sometimes refer to net sales as revenue.
Prior to 2001, the growth in our consolidated net sales was due in large
part to the growth of electronic component markets served by Pulse. However,
beginning in late 2000, the electronics markets served by Pulse experienced a
severe global contraction. In late 2002, many of these markets began to
stabilize or increase in terms of unit sales. However, because of excess
capacity, relocation by customers from North America and Europe to Asia, and
emergence of strong competitors in Asia, the pricing environment for Pulse's
products has been and remains challenging, preventing total revenue from growing
proportionately with unit sales growth. Pulse has undertaken a series of
cost-reduction actions to optimize its capacity with market conditions.
16
Since late 2000 and continuing through late 2003, the markets in both
North America and Europe for AMI Doduco's products were weak. The markets in
both North America and Europe strengthened significantly during 2004. Demand at
AMI Doduco typically mirrors the prevailing economic conditions in North America
and Europe. This is true for electrical contacts, and for component
subassemblies for automotive applications such as multi-function switches, motor
control sensors and ignition security systems, and for non-automotive uses such
as appliance and industrial controls. AMI Doduco continues its cost reduction
actions including work force adjustments and plant consolidations in line with
demand around the world in order to optimize efficiency.
Historically, the gross margin at Pulse has been significantly higher than
at AMI Doduco. As a result, the mix of net sales generated by Pulse and AMI
Doduco during a period affects our consolidated gross margin. Our gross margin
is also significantly affected by capacity utilization, particularly at AMI
Doduco and the Pulse consumer division. Pulse's markets are characterized by
relatively short product life cycles compared to AMI Doduco. As a result,
significant product turnover occurs each year. Therefore, Pulse's changes in
average selling prices do not necessarily provide a meaningful and quantifiable
measure of Pulse's operations. AMI Doduco has relatively long-term and mature
product lines, with less turnover, and with less frequent variation in the
prices of product sold, relative to Pulse. Many of AMI Doduco's products are
sold under annual (or longer) purchase contracts. Therefore, AMI Doduco's
revenues historically have not been subject to significant price fluctuations.
In addition, sales growth and contraction at AMI Doduco and Pulse's consumer
division are generally attributable to changes in unit volume and changes in
unit pricing, as well as foreign exchange rates, especially the U.S. dollar to
the euro.
Acquisitions. Historically, acquisitions have been an important part of
our growth strategy. In many cases, our move into new product lines and
extensions of our existing product lines or markets has been facilitated by
acquisition. Our acquisitions continually change the mix of our net sales. Pulse
made numerous acquisitions in recent years which have increased our penetration
into our primary markets and expanded our presence in new markets. Excelsus was
acquired in August 2001 and was a leading producer of customer-premises digital
subscriber line filters and other broadband accessories, and it is now a core
part of Pulse's telecommunications product division. Pulse acquired Eldor's
consumer electronics business in January 2003 and this became the Pulse consumer
division headquartered in Italy with production operations in Turkey and in the
Peoples Republic of China ("PRC"). The consumer division is a leading supplier
of flyback transformers to the European television industry. We acquired a
controlling interest in Full Rise Electronic Co., Ltd. ("FRE") in 2004. FRE is
based in the Republic of China (Taiwan) and manufactures connector products,
including single and multiple-port jacks, and supplies such products to Pulse
under a cooperation agreement. LK Products Oy ("LK") was acquired in September
2005. Headquartered in Kempele, Finland, LK produces antennas and integrated
modules for mobile communications and information devices. AMI Doduco has also
made acquisitions over the years. Generally, AMI Doduco's acquisitions have been
driven by our strategy of expanding our product and geographical market presence
for electrical contact products. Due to our integration of acquisitions and the
interchangeable sources of net sales between existing and acquired operations,
we have not separately tracked the net sales of an acquisition after the date of
the transaction.
Technology. Our business is continually affected by changes in technology,
design, and preferences of consumers and other end users of our products, as
well as changes in regulatory requirements. We address these changes by
continuing to invest in new product development and by maintaining a diverse
product portfolio which contains both mature and emerging technologies in order
to meet customer demands.
Management Focus. Our executives focus on a number of important factors in
evaluating our financial condition and operational performance. One of these
factors is economic profit, which we define as operating profit after tax, less
our cost of capital. Revenue growth, gross profit as a percentage of revenue,
and operating profit as a percent of revenue are also among these factors.
Operating leverage or
17
incremental operating profit as a percentage of incremental sales is a factor
that is discussed frequently with analysts and investors, as this is believed to
reflect the benefit of absorbing fixed overhead and operating expenses. In
evaluating working capital management, liquidity and cash flow, our executives
also use performance measures such as days sales outstanding, days payable
outstanding and inventory turnover. The continued success of our business is
largely dependent on meeting and exceeding our customers' expectations.
Therefore, non-financial performance measures relating to on-time delivery and
quality assist our management in monitoring customer satisfaction on an on-going
basis.
Cost Reduction Programs. Our manufacturing business model for Pulse's
non-consumer markets has a very high variable cost component due to the
labor-intensity of many processes, which allows us to quickly change our
capacity based on market demand. The Pulse consumer division, however, is
capital intensive and therefore more sensitive to volume changes. AMI Doduco has
a higher fixed cost component of manufacturing activity than Pulse, as it is
more capital intensive. Therefore, AMI Doduco is unable to expand or contract
its capacity as quickly as Pulse in response to market demand, although
significant actions have been taken to align AMI Doduco's capacity with current
market demand.
As a result of our continuing focus on both economic and operating profit,
we will continue to aggressively size both Pulse and AMI Doduco so that costs
are optimally matched to current and anticipated future revenue and unit demand.
Therefore, we may restructure our business in the future and the amounts of
additional charges will depend on specific actions taken. The actions taken over
the past several years such as plant closures, plant relocations, asset
impairments and reduction in personnel worldwide have resulted in the
elimination of a variety of costs. The majority of these costs represent the
annual salaries and benefits of terminated employees, both those directly
related to manufacturing and those providing selling, general and administrative
services, as well as lower overhead costs resulting from factory relocations to
lower-cost locations. The eliminated costs also include depreciation savings
from disposed equipment. We have implemented a succession of cost reduction
initiatives and programs, summarized as follows:
During 2004, we accrued for the termination of personnel at AMI Doduco's
facility in Germany; for Pulse's shutdown of a facility in Carlsbad, California;
to reduce capacity at a Pulse facility in the PRC; to shutdown AMI Doduco's
facility in France; and for other severance in various locations.
During 2005, we accrued for the termination of personnel at Pulse's
facilities in Italy and Turkey (coincident with moving these operations to
China) and AMI Doduco's facility in Italy (coincident with moving these
operations to Spain); the termination of a lease in the PRC; and for other
severance in various locations. An additional provision was recorded related to
asset write-downs of Pulse's consumer business in Italy and Turkey.
International Operations. As of September 30, 2005, we had manufacturing
operations in 9 countries and had no significant net sales in currencies other
than the U.S. dollar and the euro. A large percentage of our sales in recent
years has been outside of the United States. Fluctuating exchange rates often
impact our financial results and our period-over-period comparisons. This is
particularly true of movements in the exchange rate between the U.S. dollar and
the euro. AMI Doduco's European and Pulse's consumer division sales are
denominated primarily in euros, and euro-denominated sales and earnings may
result in higher or lower dollar sales and net earnings upon translation for our
U.S. consolidated financial statements. We may also experience a positive or
negative translation adjustment to equity because our investment in Pulse's
consumer division and AMI Doduco's European operations may be worth more or less
in U.S. dollars after translation for our U.S. consolidated financial
statements. The Pulse non-consumer operations may incur foreign currency gains
or losses as euro-denominated transactions are remeasured to U.S. dollars for
financial reporting purposes. If a higher percentage of our sales is denominated
in non-U.S. currencies, increased exposure to currency fluctuations may result.
In order to reduce our exposure resulting from currency fluctuations, we may
purchase currency exchange forward contracts and/or currency options. These
contracts guarantee a predetermined range of exchange rates at the time the
contract is purchased. This allows us to shift the majority of the risk of
currency
18
fluctuations from the date of the contract to a third party for a fee. In
determining the use of forward exchange contracts and currency options, we
consider the amount of sales, purchases and net assets or liabilities
denominated in local currencies, the type of currency, and the costs associated
with the contracts.
Income Taxes. Our effective income tax rate is affected by the proportion
of our income earned in high-tax jurisdictions such as those in Europe and the
income earned in low-tax jurisdictions, particularly Izmir, Turkey and the PRC.
This mix of income can vary significantly from one period to another. We have
benefited in recent years from favorable tax incentives, inside and outside of
the U.S. However, there is no guarantee as to how long these benefits will
continue to exist. In October 2004, the American Jobs Creation Act of 2004
("AJCA") was signed into law. The AJCA creates a temporary incentive for U.S.
multi-national corporations to repatriate accumulated income abroad by providing
an 85% dividends received deduction for certain dividends from controlled
foreign corporations. Based on this legislation and 2005 guidance by the
Department of Treasury, we decided in the third quarter of 2005 to repatriate
$53.0 million of foreign earnings before the end of 2005. A charge of $5.6
million related to the planned repatriation was accrued in the third quarter of
2005 and is included in income taxes (from continuing operations) in the
accompanying consolidated statements of operations.
Results of Operations
Three months ended September 30, 2005 compared to the three months ended
October 1, 2004
Net Sales. Net sales for the three months ended September 30, 2005
increased $6.6 million, or 4.7%, to $147.2 million from $140.6 million in the
three months ended October 1, 2004. Our sales increase from the comparable
period in prior year was primarily attributable to the consolidation of LK's net
sales with Pulse's net sales beginning on September 9, 2005, partially offset by
weakness in Pulse's consumer division and lower demand for AMI Doduco's products
in Southern Europe. Net sales in the third fiscal quarter of 2005 included only
thirteen weeks versus fourteen weeks in 2004.
Pulse's net sales increased $9.3 million, or 12.0 %, to $86.6 million for
the three months ended September 30, 2005 from $77.4 million in the three months
ended October 1, 2004. This increase was primarily attributable to the
consolidation of LK's net sales with Pulse's net sales beginning on September 9,
2005. Additionally, FRE's net sales were consolidated with Pulse's net sales for
the full quarter of 2005, as compared with two weeks in the comparable period of
2004. Net sales in Pulse's legacy business (networking, telecommunications,
military/aerospace, and power conversion) were up modestly in the current period
with the prior year period, offset by continued weakness in Pulse's consumer
division.
AMI Doduco's net sales decreased $2.6 million, or 4.2 %, to $60.6 million
for the three months ended September 30, 2005 from $63.2 million in the three
months ended October 1, 2004. Sales in the 2005 period compared to 2004 period
reflect lower demand in Southern Europe, and flat demand in North America and
China. Partially offsetting this decrease was the positive impact of an increase
in the average selling prices of precious metals compared to 2004.
Cost of Sales. As a result of higher sales, our cost of sales increased
$7.3 million, or 6.9%, to $113.2 million for the three months ended September
30, 2005 from $105.9 million for the three months ended October 1, 2004. Our
consolidated gross margin for the three months ended September 30, 2005 was
23.1% compared to 24.7% for the three months ended October 1, 2004. Our
consolidated gross margin in 2005 was negatively affected by unabsorbed capacity
in the Pulse consumer division, statutory minimum wage and social cost increases
in China in 2005 compared to 2004, and higher material costs at FRE in 2005.
19
Selling, General and Administrative Expenses. Total selling, general and
administrative expenses for the three months ended September 30, 2005 decreased
$1.3 million, or 4.7%, to $25.6 million, or 17.4 % of net sales, from $26.8
million, or 19.1% of net sales for the three months ended October 1, 2004.
Decreased spending was a result of lower variable costs such as incentive
compensation and selling expense, and the favorable impact of restructuring
actions that we took over the last year to reduce costs, including intangible
asset writedowns which resulted in intangible amortization expense being $1.0
million lower in 2005 versus the comparable period in 2004. These decreases were
partially offset by the inclusion of LK's expenses in the 2005 period, since the
time of the acquisition on September 8, 2005.
Research, development and engineering expenses are included in selling,
general and administrative expenses. We refer to research, development and
engineering expenses as RD&E. For the three months ended September 30, 2005 and
October 1, 2004 respectively, RD&E by segment was as follows (in thousands):
2005 2004
---- ----
Pulse $5,475 $4,846
Percentage of segment sales 6.3% 6.2%
AMI Doduco $ 988 $1,043
Percentage of segment sales 1.6% 1.6%
We believe that future sales in the electronic components markets will be
driven by next-generation products. Design and development activities with our
OEM customers continue at an aggressive pace.
Severance and Asset Impairment Expense. Severance and asset impairment
expense for the three months ended September 30, 2005 was $1.4 million compared
to $2.4 million in the three months ended October 1, 2004.
Interest. Net interest income was $0.4 million for the three months ended
September 30, 2005 compared to net interest expense of $ 0.1 million for the
three months ended October 1, 2004. The higher average balance of invested cash
in 2005 over the comparable period in 2004, combined with a higher interest
income yield, resulted in higher net interest income. Recurring components of
interest expense (silver leasing fees, interest on bank debt and bank commitment
fees) approximated those of 2004.
Other. Other income (expense) was $0.2 million of expense for the three
months ended September 30, 2005 versus $0.2 million of income for the three
months ended October 1, 2004.
Income Taxes. The effective income tax rate for the three months ended
September 30, 2005 was 21.6 % compared to 22.1% for the three months ended
October 1, 2004. The $5.6 million tax expense on the repatriation was
substantially offset by the tax benefit related to the expiration of the statue
of limitations for tax reserve items.
Nine months ended September 30, 2005 compared to the nine months ended
October 1, 2004
Net Sales. Net sales for the nine months ended September 30, 2005
increased $14.7 million, or 3.5%, to $431.9 million from $417.2 million in the
nine months ended October 1, 2004. Our sales increase was attributable to
improvement in the markets for AMI Doduco and the inclusion of LK Product's net
sales in our consolidated financial statements beginning September 9, 2005. AMI
Doduco's increase in net sales was due to strengthening markets, higher prices
for precious metals and favorable translation effect of a stronger euro.
Pulse's net sales increased $4.2 million, or 1.8 %, to $240.6 million for
the nine months ended September 30, 2005 from $236.4 million in the nine months
ended October 1, 2004. This increase was attributable to the inclusion of LK's
net sales in our consolidation beginning September 9, 2005, and the inclusion of
FRE's net sales in our consoldiation for the full year of 2005, as compared with
two weeks in the comparable period of 2004, partially offset by weakness in
Pulse's consumer division.
20
AMI Doduco's net sales increased $10.5 million, or 5.8 %, to $191.4
million for the nine months ended September 30, 2005 from $180.8 million in the
nine months ended October 1, 2004. Sales in the 2005 period reflect improving
demand in North America, particularly in the commercial and industrial markets,
whereas Southern European markets were flat to down, particularly in the
automotive sector. The sales benefited from an increase in the average U.S.
dollar-to-euro exchange rate and higher prices for precious metals which were
passed on to customers. The higher average U.S. dollar-to-euro exchange rate
during 2005 versus the comparable 2004 nine months increased sales by
approximately $4.0 million in the nine months ended September 30, 2005, relative
to the comparable period of 2004.
Cost of Sales. As a result of higher net sales, our cost of sales
increased $25.8 million, or 8.4%, to $331.4 million for the nine months ended
September 30, 2005 from $305.6 million for the nine months ended October 1,
2004. Our consolidated gross margin for the nine months ended September 30, 2005
was 23.3% compared to 26.8% for the nine months ended October 1, 2004. Our
consolidated gross margin was negatively affected by:
o decreased gross margin on Pulse consumer division sales, which was
negatively impacted by the continuing weak U.S. dollar relative to
the euro and lower demand for television sets in Europe;
o increases in statutory minimum wages and social costs in China. The
local government in the PRC increased wages in Southern coastal
provinces of the PRC by 17% in May 2005; and
o higher material costs at FRE.
Selling, General and Administrative Expenses. Total selling, general and
administrative expenses for the nine months ended September 30, 2005 decreased
$4.7 million, or 5.7%, to $77.7 million, or 18.0% of net sales, from $82.4
million, or 19.7% net of sales for the nine months ended October 1, 2004.
Decreased spending was primarily a result of lower variable cost, such as
decreased incentive expense, which was $2.7 million lower in 2005 versus the
comparable period in 2004. We also benefited from the favorable impact of
restructuring actions and expense reduction measures that we took over the last
year. Intangible amortization expense was also $2.1 million lower in 2005 versus
the comparable period in 2004.
Research, development and engineering expenses are included in selling,
general and administrative expenses. We refer to research, development and
engineering expenses as RD&E. For the nine months ended September 30, 2005 and
October 1, 2004 respectively, RD&E by segment was as follows (in thousands):
2005 2004
---- ----
Pulse $14,983 $14,135
Percentage of segment sales 6.2% 6.0%
AMI Doduco $ 3,165 $ 3,037
Percentage of segment sales 1.7% 1.7%
We believe that future sales in the electronic components markets will be
driven by next-generation products. Design and development activities with our
OEM customers continue at an aggressive pace.
Severance and Asset Impairment Expense. Severance and asset impairment
expense for the nine months ended September 30, 2005 was $50.6 million compared
to $6.7 million in the nine months ended October 1, 2004. The increase in the
2005 period was primarily due to the $46.0 million asset impairment in Pulse's
consumer division, consisting of $25.6 million of goodwill, $11.5 of identified
intangibles and $8.9 million of property, plant and equipment. These impairments
resulted from updated cash flow
21
projections which reflect the shift of production by Pulse to China-based
locations, decreasing average selling prices for television transformers, and
recent weakness in the European television market.
Interest. Net interest income was $1.2 million for the nine months ended
September 30, 2005 compared to net interest expense of $0.4 million for the nine
months ended October 1, 2004. The higher average balance of invested cash in
2005 over the comparable period in 2004, combined with a higher interest income
yield, resulting in higher net interest income. Recurring components of interest
expense (silver leasing fees, interest on bank debt and bank commitment fees)
approximated those of 2004, except for the inclusion of interest expense on FRE
debt which began on September 13, 2004 upon our acquisition of a controlling
interest in FRE.
Other. Other income (expense) was $1.1 million of expense for the nine
months ended September 30, 2005 versus $0.7 million of income for the nine
months ended October 1, 2004. The decrease from 2004 is primarily attributable
to $1.1 million gain in 2004 related to the sale of equity rights arising from
the acquisition of the Engelhard-CLAL electrical contacts business in 2001 and
$1.1 million higher foreign currency exchange losses in the 2005 period compared
to 2004.
Income Taxes. The effective income tax rate for the nine months ended
September 30, 2005 was 14.5% compared to 17.4% for the nine months ended October
1, 2004. The lower tax rate in 2005 was primarily a result of the
non-deductibility of the consumer division impairment charge of approximately
$46.0 million. The effective rate without the impairment charge was 23.2%. The
$5.6 million tax expense on the repatriation was substantially offset by the tax
benefit related to the expiration of the statue of limitations for tax reserve
items.
Liquidity and Capital Resources
Working capital as of September 30, 2005 was $172.6 million compared to
$238.9 million as of December 31, 2004, a decrease of $66.3 million. Cash and
cash equivalents, which is included in working capital, decreased from $156.0
million as of December 31, 2004 to $99.0 million as of September 30, 2005, a
decrease of $57.0 million. This decrease in cash related primarily to cash used
in the acquisition of LK on September 8, 2005, which was only partially offset
by increases in working capital of LK subsequent to the acquisition date. At
each balance sheet date, components of working capital will be affected by
various items such as operating activities, foreign exchange rate changes, and
acquisitions.
Net cash provided by operating activities was $33.1 million for the nine
months ended September 30, 2005 and $21.5 million in the comparable period of
2004, an increase of $11.7 million. This increase is primarily attributable to
positive working capital changes of $15.8 million during the nine months ended
September 30, 2005, as compared to the nine months ended October 1, 2004.
We present our statement of cash flows using the indirect method as
permitted under Financial Accounting Standards Board Statement No. 95, Statement
of Cash Flows. Our management has found that investors and analysts typically
refer to changes in accounts receivable, inventory, and other components of
working capital when analyzing operating cash flows. Also, changes in working
capital are more directly related to the way we manage our business for cash
flow than are items such as cash receipts from the sale of goods, as would
appear using the direct method.
Capital expenditures were $12.2 million during the nine months ended
September 30, 2005 and $5.4 million in the comparable period of 2004. During the
nine months ended September 30, 2005, we included $6.8 million of capital
spending of FRE in conjunction with our consolidation of FRE's financial
statements. We make capital expenditures to expand production capacity, improve
our operating efficiency, and enhance workplace safety. We plan to continue
making such expenditures in the future as and when necessary.
22
We used $7.1 million for dividend payments during the nine months ended
September 30, 2005. On July 27, 2005, we announced a quarterly dividend of
$0.0875 per common share, payable on October 21, 2005 to shareholders of record
on October 7, 2005. This quarterly dividend will result in a cash payment to
shareholders of approximately $3.5 million in the fourth quarter of 2005. On
October 27, 2005 we announced a quarterly cash dividend of $0.0875 per common
share, payable on January 20, 2006 to shareholders of record on January 2, 2006.
This quarterly dividend will result in a cash payment to shareholders of
approximately $3.5 million in the first quarter of 2006.
We used $84.6 million for acquisitions during the nine months ended
September 30, 2005 and $4.8 million for acquisitions during the nine months
ended October 1, 2004, net of cash acquired in both years. The 2005 expenditures
relate primarily to our acquisition of LK on September 8, 2005. The 2004
expenditures related to the acquisition by Pulse of a plastics fabrication
operation in the PRC for $3.6 million and an investment in FRE of $13.0 million,
net of cash acquired of $11.7 million. We may acquire other businesses or
product lines to expand our breadth and scope of operations.
We entered into a credit agreement on October 14, 2005 providing for
$200.0 million of credit capacity. The facility consists of an aggregate U.S.
dollar-equivalent revolving line of credit in the principal amount of up to
$200.0 million, and provides for borrowings in multiple currencies including but
not limited to, U.S. dollars, euros, and Japanese yen, including individual
sub-limits of:
- a U.S. dollar-based swing-line loan not to exceed $20.0 million;
- a multicurrency facility providing for the issuance of letters of
credit in an aggregate amount not to exceed the U.S. dollar
equivalent of $25.0 million; and
- a Singapore sub-facility not to exceed the U.S. dollar equivalent of
$50.0 million.
The credit agreement permits us to request one or more increases in the
total commitment not to exceed $100.0 million, provided the minimum increase is
$25.0 million, subject to bank approval.
The total amount outstanding under the credit facility may not exceed
$200.0 million, provided we do not request an increase in total commitment as
noted above.
Outstanding borrowings are subject to two financial covenants, which are
both computed on a rolling twelve-month basis as of the most recent quarter-end.
The first is maximum debt outstanding amounting to three and one-half times our
earnings before interest, taxes, depreciation and amortization (EBITDA), as
defined by the credit agreement. The second is maximum debt service expenses
amounting to two and one-half times our cash interest expense, as defined by the
credit agreement.
The credit agreement also contains covenants specifying capital
expenditure limitations and other customary and normal provisions. We have no
outstanding borrowings under this five-year revolving credit agreement.
We pay a commitment fee on the unborrowed portion of the commitment, which
ranges from 0.15% to 0.25% of the total commitment, depending on our
debt-to-EBITDA ratio, as defined above. The interest rate for each currency's
borrowing will be a combination of the base rate for that currency plus a credit
margin spread. The base rate is different for each currency. The credit margin
spread is the same for each currency and is 0.60% to 1.25%, depending on our
debt-to-EBITDA ratio, as defined in the credit agreement. Each of our domestic
subsidiaries with net worth equal to or greater than $10 million has guaranteed
all obligations incurred under the credit facility.
Simultaneously with the execution of our current credit agreement, we
terminated our previous $125.0 million credit agreement, dated June 17, 2004.
We also have an obligation outstanding due in August 2009 under an
unsecured term loan agreement with Sparkasse Pforzheim, for the borrowing of
approximately 5.1 million euros.
23
At September 30, 2005, our balance sheet includes $6.1 million of
outstanding debt of Full Rise Electronic Co., Ltd. in connection with our
consolidation of FRE's financial statements. FRE has a total credit limit of
approximately $6.9 million in U.S. dollar equivalents as of September 30, 2005.
Neither Technitrol, nor any of its subsidiaries, has guaranteed or otherwise
participated in the credit facilities of FRE or assumed any responsibility for
the current or future indebtedness of FRE.
We had three standby letters of credit outstanding at September 30, 2005
in the aggregate amount of $1.1 million securing transactions entered into in
the ordinary course of business.
We had commercial commitments outstanding at September 30, 2005 of
approximately $77.4 million due under precious metal consignment-type leases.
This represents a decrease of $6.0 million from the $83.4 million outstanding as
of December 31, 2004 and is primarily attributable to lower average silver
prices at September 30, 2005.
We believe that the combination of cash on hand, cash generated by
operations and, if necessary, borrowings under our credit agreement will be
sufficient to satisfy our operating cash requirements in the foreseeable future.
In addition, we may use internally generated funds or obtain borrowings or
equity offerings for acquisitions of suitable businesses or assets.
All retained earnings are free from legal or contractual restrictions as
of September 30, 2005, with the exception of approximately $14.0 million of
retained earnings primarily in the PRC, that are restricted in accordance with
Section 58 of the PRC Foreign Investment Enterprises Law. Included in the $14.0
million are $1.8 million of retained earnings of FRE of which we own 57%. The
amount restricted in accordance with the PRC Foreign Investment Enterprise Law
is applicable to all foreign investment enterprises doing business in the PRC.
The restriction applies to 10% of our net earnings in the PRC, limited to 50% of
the total capital invested in the PRC. We have not experienced any significant
liquidity restrictions in any country in which we operate and none are foreseen.
However, foreign exchange ceilings imposed by local governments and the
sometimes-lengthy approval processes which foreign governments require for
international cash transfers may delay our internal cash movements from time to
time. The retained earnings in other countries represent a material portion of
our assets. Except where it is advantageous for tax purposes, we expect to
reinvest these earnings outside of the United States because we anticipate that
a significant portion of our opportunities for growth in the coming years will
be abroad. If these earnings were brought back to the United States, significant
tax liabilities could be incurred in the United States as several countries in
which we operate have tax rates significantly lower than the U.S. statutory
rate. Additionally, we have not accrued U.S. income and foreign withholding
taxes on foreign earnings that have been indefinitely invested abroad.
In October 2004, the American Jobs Creation Act of 2004 ("AJCA") was
signed into law. The AJCA creates a temporary incentive for U.S. multi-national
corporations to repatriate accumulated income abroad by providing an 85%
dividends received deduction for certain dividends from controlled foreign
corporations. Based on this legislation and 2005 guidance by the Department of
Treasury, we decided in the third quarter of 2005 to repatriate $53.0 million of
foreign earnings before the end of 2005. A charge of $5.6 million related to the
planned repatriation was accrued in the third quarter of 2005 and is included in
income taxes (from continuing operations) in the accompanying consolidated
statement of operations. Prior to the passage of the AJCA, a majority of the
undistributed earnings of foreign subsidiaries were considered to be
indefinitely reinvested, and in accordance with APB Opinion No. 23 ("APB 23"),
Accounting for Income Taxes - Special Areas, no provision for U.S. federal or
state income taxes had been provided on these undistributed earnings. The tax
expense related to dividend repatriation may be reduced or increased in future
periods due to changes in key assumptions such as applicable law or business
conditions
24
Risk Factors
Cyclical changes in the markets we serve could result in a significant decrease
in demand for our products and reduce our profitability.
Our components are used in various products for the electronic and
electrical equipment markets. These markets are highly cyclical. The demand for
our components reflects the demand for products in the electronic and electrical
equipment markets generally. A contraction in demand would result in a decrease
in sales of our products, as our customers:
o may cancel many existing orders;
o may introduce fewer new products; and
o may decrease their inventory levels.
A decrease in demand for our products would have a significant adverse
effect on our operating results and profitability. Accordingly, we may
experience volatility in both our revenues and profits.
Reduced prices for our products may adversely affect our profit margins if we
are unable to reduce our costs of production.
The average selling prices for our products tend to decrease over their
life cycle. In addition, foreign currency movements and the need to retain
market share increase the pressure on our customers to seek lower prices from
their suppliers. As a result, our customers are likely to continue to demand
lower prices from us. To maintain our margins and remain profitable, we must
continue to meet our customers' design needs while reducing costs through
efficient raw material procurement and process and product improvements. Our
profit margins will suffer if we are unable to reduce our costs of production as
sales prices decline.
An inability to adequately respond to changes in technology or customer needs
may decrease our sales.
Pulse operates in an industry characterized by rapid change caused by the
frequent emergence of new technologies. Generally, we expect life cycles for our
products in the electronic components industry to be relatively short. This
requires us to anticipate and respond rapidly to changes in industry standards
and customer needs and to develop and introduce new and enhanced products on a
timely and cost effective basis. Our engineering and development teams place a
priority on working closely with our customers to design innovative products and
improve our manufacturing processes. Our inability to react to changes in
technology or customer needs quickly and efficiently may decrease our sales,
thus reducing profitability.
If our inventories become obsolete, our future performance and operating results
will be adversely affected.
The life cycles of our products depend heavily upon the life cycles of the
end products into which our products are designed. Many of Pulse's products have
very short life cycles which are measured in quarters. Products with short life
cycles require us to closely manage our production and inventory levels.
Inventory may become obsolete because of adverse changes in end market demand.
During market slowdowns, this may result in significant charges for inventory
write-offs. Our future operating results may be adversely affected by material
levels of obsolete or excess inventories.
An inability to capitalize on our recent or future acquisitions may adversely
affect our business.
We have completed several acquisitions in recent years. We continually
seek acquisitions to grow our business. We may fail to derive significant
benefits from our acquisitions. In addition, if we fail to
25
achieve sufficient financial performance from an acquisition, goodwill and other
intangibles could become impaired, resulting in our recognition of a loss. In
2004, we recorded an aggregate intangible impairment charge of $18.5 million
related to Pulse. In 2005 we recorded a $46.0 million impairment charge related
to Pulse's consumer division. The success of any of our acquisitions depends on
our ability to:
o successfully integrate or consolidate acquired operations into our
existing businesses;
o develop or modify the financial reporting and information systems of
the acquired entity to ensure overall financial integrity and
adequacy of control procedures;
o identify and take advantage of cost reduction opportunities; and
o further penetrate the markets for the product capabilities acquired.
Integration of acquisitions may take longer than we expect and may never
be achieved to the extent originally anticipated. This could result in slower
than anticipated business growth or higher than anticipated costs. In addition,
acquisitions may:
o cause a disruption in our ongoing business;
o distract our managers;
o unduly burden our other resources; and
o result in an inability to maintain our historical standards,
procedures and controls, which may result in non-compliance with
external laws and regulations.
Integration of acquisitions into the acquiring segment may limit the ability of
investors to track the performance of individual acquisitions and to analyze
trends in our operating results.
Our historical practice has been to quickly integrate acquisitions into
the existing business of the acquiring segment and to report financial
performance on the segment level. As a result of this practice, we do not
separately track the stand-alone performance of acquisitions after the date of
the transaction. Consequently, investors cannot quantify the financial
performance and success of any individual acquisition or the financial
performance and success of a particular segment excluding the impact of
acquisitions. In addition, our practice of quickly integrating acquisitions into
the financial performance of each segment may limit the ability of investors to
analyze any trends in our operating results over time.
An inability to identify additional acquisition opportunities may slow our
future growth.
We intend to continue to identify and consummate additional acquisitions
to further diversify our business and to penetrate important markets. We may not
be able to identify suitable acquisition candidates at reasonable prices. Even
if we identify promising acquisition candidates, the timing, price, structure
and success of future acquisitions are uncertain. An inability to consummate
attractive acquisitions may reduce our growth rate and our ability to penetrate
new markets.
If our customers terminate their existing agreements, or do not enter into new
agreements or submit additional purchase orders for our products, our business
will suffer.
Most of our sales are made on a purchase order basis as needed by our
customers. In addition, to the extent we have agreements in place with our
customers, most of these agreements are either short term in nature or provide
our customers with the ability to terminate the arrangement with little or no
prior notice. Our contracts typically do not provide us with any material
recourse in the event of non-renewal or early termination. We will lose business
and our revenues will decrease if a significant number of customers:
o do not submit additional purchase orders;
o do not enter into new agreements with us; or
o elect to terminate their relationship with us.
26
If we do not effectively manage our business in the face of fluctuations in the
size of our organization, our business may be disrupted.
We have grown rapidly over the last ten years, both organically and as a
result of acquisitions. However, we significantly reduce or expand our workforce
and facilities in response to changes in demand for our products due to
prevailing global market conditions. These rapid fluctuations place strains on
our resources and systems. If we do not effectively manage our resources and
systems, our businesses may be adversely affected.
Uncertainty in demand for our products may result in increased costs of
production, an inability to service our customers, or higher inventory levels
which may adversely affect our results of operations and financial condition.
We have very little visibility into our customers' purchasing patterns and
are highly dependent on our customers' forecasts. These forecasts are
non-binding and often highly unreliable. Given the fluctuation in growth rates
and cyclical demand for our products, as well as our reliance on often-imprecise
customer forecasts, it is difficult to accurately manage our production
schedule, equipment and personnel needs and our raw material and working capital
requirements. Our failure to effectively manage these issues may result in:
o production delays;
o increased costs of production;
o excessive inventory levels and reduced financial liquidity;
o an inability to make timely deliveries; and
o a decrease in profits.
A decrease in availability or increase in cost of our key raw materials could
adversely affect our profit margins.
We use several types of raw materials in the manufacturing of our
products, including:
o precious metals such as silver;
o other base metals such as copper and brass; and
o ferrite cores.
Some of these materials are produced by a limited number of suppliers.
From time to time, we may be unable to obtain these raw materials in sufficient
quantities or in a timely manner to meet the demand for our products. The lack
of availability or a delay in obtaining any of the raw materials used in our
products could adversely affect our manufacturing costs and profit margins. In
addition, if the price of our raw materials increases significantly over a short
period of time, customers may be unwilling to bear the increased price for our
products and we may be forced to sell our products containing these materials at
prices that reduce our profit margins.
Some of our raw materials, such as precious metals, are considered
commodities and are subject to price volatility. We attempt to limit our
exposure to fluctuations in the cost of precious materials, including silver, by
holding the majority of our precious metal inventory through leasing or
consignment arrangements with our suppliers. We then typically purchase the
precious metal from our supplier at the current market price on the day after
delivery to our customer and pass this cost on to our customer. In addition,
leasing and consignment costs have historically been substantially below the
costs to borrow funds to purchase the precious metals. We currently have four
consignment or leasing agreements related to precious metals, all of which
generally have one year terms with varying maturity dates, but can be terminated
by either party with 30 days' prior notice. Our results of operations and
liquidity will be negatively impacted if:
27
o we are unable to enter into new leasing or consignment arrangements
with similarly favorable terms after our existing agreements
terminate, or
o our leasing or consignment fees increase significantly in a short
period of time and we are unable to recover these increased costs
through higher sale prices.
Fees charged by the consignor are driven by interest rates and the market
price of the consigned material. The market price of the consigned material is
determined by the supply of and the demand for the material. Consignment fees
may increase if interest rates or the price of the consigned material increase.
Competition may result in lower prices for our products and reduced sales.
Both Pulse and AMI Doduco frequently encounter strong competition within
individual product lines from various competitors throughout the world. We
compete principally on the basis of:
o product quality and reliability;
o global design and manufacturing capabilities;
o breadth of product line;
o customer service;
o price; and
o on-time delivery.
Our inability to successfully compete on any or all of the above factors
may result in reduced sales.
Our backlog is not an accurate measure of future revenues and is subject to
customer cancellation.
While our backlog consists of firm accepted orders with an express release
date generally scheduled within nine months of the order, many of the orders
that comprise our backlog may be canceled by customers without penalty. It is
widely known that customers in the electronics industry have on occasion double
and triple-ordered components from multiple sources to ensure timely delivery
when quoted lead time is particularly long. In addition, customers often cancel
orders when business is weak and inventories are excessive. Although backlog
should not be relied on as an indicator of our future revenues, our results of
operations could be adversely impacted if customers cancel a material portion of
orders in our backlog.
Fluctuations in foreign currency exchange rates may adversely affect our
operating results.
We manufacture and sell our products in various regions of the world and
export and import these products to and from a large number of countries.
Fluctuations in exchange rates could negatively impact our cost of production
and sales that, in turn, could decrease our operating results and cash flow. In
addition, if the functional currency of our manufacturing costs strengthened
compared to the functional currency of our competitors manufacturing costs, our
products may get more costly than our competitors. Although we engage in limited
hedging transactions, including foreign currency contracts, to reduce our
transaction and economic exposure to foreign currency fluctuations, these
measures may not eliminate or substantially reduce our risk in the future.
Our international operations subject us to the risks of unfavorable political,
regulatory, labor and tax conditions in other countries.
We manufacture and assemble most of our products in locations outside the
United States, including the Peoples' Republic of China, or PRC, Hungary, and
Turkey and a majority of our revenues are derived from sales to customers
outside the United States. Our future operations and earnings may be
28
adversely affected by the risks related to, or any other problems arising from,
operating in international markets.
Risks inherent in doing business internationally may include:
o economic and political instability;
o expropriation and nationalization;
o trade restrictions;
o capital and exchange control programs;
o transportation delays;
o foreign currency fluctuations; and
o unexpected changes in the laws and policies of the United States or
of the countries in which we manufacture and sell our products.
Pulse has substantially all of its non-consumer manufacturing operations
in the PRC. Our presence in the PRC has enabled Pulse to maintain lower
manufacturing costs and to adjust our work force to demand levels for our
products. Although the PRC has a large and growing economy, the potential
economic, political, legal and labor developments entail uncertainties and
risks. For example, in May 2005 the local government in the PRC increased wages
in the southern coastal provinces of the PRC by 17%. While the PRC has been
receptive to foreign investment, we cannot be certain that its current policies
will continue indefinitely into the future. In the event of any changes that
adversely affect our ability to conduct our operations within the PRC, our
businesses may suffer. We also have manufacturing operations in Turkey subject
to unique risks, including earthquakes and those associated with Middle East
geo-political events.
We have benefited over recent years from favorable tax treatment as a
result of our international operations. We operate in countries where we realize
favorable income tax treatment relative to the U.S. statutory rate. We have also
been granted special tax incentives commonly known as tax holidays in countries
such as the PRC, Hungary, and Turkey. This favorable situation could change if
these countries were to increase rates or revoke the special tax incentives, or
if we discontinue our manufacturing operations in any of these countries and do
not replace the operations with operations in other locations with favorable tax
incentives. Accordingly, in the event of changes in laws and regulations
affecting our international operations, we may not be able to continue to take
advantage of similar benefits in the future.
Shifting our operations between regions may entail considerable expense.
In the past we have shifted our operations from one region to another in
order to maximize manufacturing and operational efficiency. We may close one or
more additional factories in the future. This could entail significant one-time
earnings charges to account for severance, equipment write-offs or write-downs
and moving expenses as well as certain adverse tax consequences including the
loss of specialized tax incentives. In addition, as we implement transfers of
our operations we may experience disruptions, including strikes or other types
of labor unrest resulting from layoffs or termination of employees.
Liquidity requirements could necessitate movements of existing cash balances
which may be subject to restrictions or cause unfavorable tax and earnings
consequences.
A significant portion of our cash is held offshore by our international
subsidiaries and is predominantly denominated in U.S. dollars. While we intend
to use a significant amount of the cash held overseas to fund our international
operations and growth, if we encounter a significant domestic need for
liquidity, such as paying dividends, that we cannot fulfill through borrowings,
equity offerings, or other internal or external sources, we may experience
unfavorable tax and earnings consequences if this cash is transferred to the
United States. These adverse consequences would occur if the transfer of cash
into the United States is taxed and no offsetting foreign tax credit is
available to offset the U.S. tax liability,
29
resulting in lower earnings. In addition, we may be prohibited from transferring
cash from the PRC. With the exception of approximately $14.0 million of non-cash
retained earnings as of December 31, 2004 in primarily the PRC that are
restricted in accordance with the PRC Foreign Investment Enterprises Law,
substantially all retained earnings are free from legal or contractual
restrictions. The PRC Foreign Investment Enterprise Law restricts 10% of our net
earnings in the PRC, up to a maximum amount equal to 50% of the total capital we
have invested in the PRC. We have not experienced any significant liquidity
restrictions in any country in which we operate and none are presently foreseen.
However, foreign exchange ceilings imposed by local governments and the
sometimes-lengthy approval processes which some foreign governments require for
international cash transfers may delay our internal cash movements from time to
time.
Losing the services of our executive officers or our other highly qualified and
experienced employees could adversely affect our business.
Our success depends upon the continued contributions of our executive
officers and management, many of whom have many years of experience and would be
extremely difficult to replace. We must also attract and maintain experienced
and highly skilled engineering, sales and marketing and managerial personnel.
Competition for qualified personnel is intense in our industries, and we may not
be successful in hiring and retaining these people. If we lose the services of
our executive officers or cannot attract and retain other qualified personnel,
our businesses could be adversely affected.
Public health epidemics (such as flu strains, severe acute respiratory syndrome)
or other natural disasters (such as earthquakes or fires) may disrupt operations
in affected regions and affect operating results.
Pulse maintains extensive manufacturing operations in the PRC and Turkey,
as do many of our customers and suppliers. A sustained interruption of our
manufacturing operations, or those of our customers or suppliers, as a result of
complications from severe acute respiratory syndrome or another public health
epidemic or other natural disasters, could have a material adverse effect on our
business and results of operations.
Costs associated with precious metals may not be recoverable.
AMI Doduco uses silver, as well as other precious metals, in manufacturing
some of its electrical contacts, contact materials and contact subassemblies.
Historically, we have leased or held these materials through consignment
arrangements with our suppliers. Leasing and consignment costs have typically
been below the costs to borrow funds to purchase the metals, and more
importantly, these arrangements eliminate the effects of fluctuations in the
market price of owned precious metal and enable us to minimize our inventories.
AMI Doduco's terms of sale generally allow us to charge customers for precious
metal content based on market value of precious metal on the day after shipment
to the customer. Thus far we have been successful in managing the costs
associated with our precious metals. While limited amounts are purchased for use
in production, the majority of our precious metal inventory continues to be
leased or held on consignment. If our leasing/consignment fees increase
significantly in a short period of time, and we are unable to recover these
increased costs through higher sale prices, a negative impact on our results of
operations and liquidity may result. Leasing/consignment fee increases are
caused by increases in interest rates or volatility in the price of the
consigned material.
The unavailability of insurance against certain business risks may adversely
affect our future operating results.
As part of our comprehensive risk management program, we purchase
insurance coverage against certain business risks. If any of our insurance
carriers discontinues an insurance policy or significantly reduces available
coverage or increases in the deductibles and we cannot find another insurance
carrier to
30
write comparable coverage, we may be subject to uninsured losses which may
adversely affect our operating results.
Environmental liability and compliance obligations may affect our operations and
results.
Our manufacturing operations are subject to a variety of environmental
laws and regulations as well as internal programs and policies governing:
o air emissions;
o wastewater discharges;
o the storage, use, handling, disposal and remediation of hazardous
substances, wastes and chemicals; and
o employee health and safety.
If violations of environmental laws should occur, we could be held liable
for damages, penalties, fines and remedial actions. Our operations and results
could be adversely affected by any material obligations arising from existing
laws, as well as any required material modifications arising from new
regulations that may be enacted in the future. We may also be held liable for
past disposal of hazardous substances generated by our business or businesses we
acquire. In addition, it is possible that we may be held liable for
contamination discovered at our present or former facilities.
We are aware of contamination at two locations. In Sinsheim, Germany,
there is a shallow groundwater and soil contamination that is naturally
decreasing over time. The German environmental authorities have not required
corrective action to date. In addition, property in Leesburg, Indiana, which was
acquired with our acquisition of GTI in 1998, is the subject of a 1994
Corrective Action Order to GTI by the Indiana Department of Environmental
Management (IDEM). Although we sold the property in early 2005, we retained the
responsibility for existing environmental issues at the site. The order requires
us to investigate and take corrective actions. Substantially all of the
corrective actions relating to impacted soil have been taken and IDEM has issued
us no further action letters for the remediated areas. Studies and analysis are
ongoing with respect to a ground water issue. We anticipate making additional
environmental expenditures in the future to continue our environmental studies,
analysis and remediation activities with respect to the ground water. Based on
current knowledge, we do not believe that any future expenses or liabilities
associated with environmental remediation will have a material impact on our
operations or our consolidated financial position, liquidity or operating
results; however, we may be subject to additional costs and liabilities if the
scope of the contamination or the cost of remediation exceeds our current
expectations.
Item 3: Quantitative and Qualitative Disclosures about Market Risk
There were no material changes in market risk exposures that affect the
quantitative and qualitative disclosures presented in our Form 10-K for the year
ended December 31, 2004.
Item 4: Controls and Procedures
An evaluation was performed under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the disclosure controls and
procedures pursuant to Rule 13a-15 under the Exchange Act of 1934 as of
September 30, 2005. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that the disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file or submit is recorded, processed, summarized and
reported, as specified in the Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Act is accumulated and communicated to the
issuer's management, including its principal executive and principal financial
31
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
There were no changes in these controls or procedures that occurred during
the three months ended September 30, 2005 that have materially affected, or are
reasonably likely to materially affect, these controls or procedures. We
completed the acquisition of LK Products Oy on September 8, 2005 and we are
still in the process of evaluating internal control over financial reporting at
LK Products Oy.
On September 13, 2004, we acquired additional shares of common stock in
Full Rise Electronic Co., Ltd. (FRE) bringing our cumulative ownership to 51%.
Management excluded from its assessment of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2004, FRE's
internal control over financial reporting. As of September 30, 2005 it is
management's assessment that FRE has a significant deficiency over its internal
control over financial reporting. We have identified action plans to mitigate
such significant deficiency as of September 30, 2005, and we expect to have this
issue fully remediated before the end of our fiscal 2005.
A company's internal control over financial reporting is a process
designed 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. A company's internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements. Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
32
PART II. OTHER INFORMATION
Item 1 Legal Proceedings None
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds None
Item 3 Defaults Upon Senior Securities None
Item 4 Submission of Matters to a Vote of Security Holders None
Item 5 Other Information None
Item 6 Exhibits
(a) Exhibits
The Exhibit Index is on page 34.
33
Exhibit Index
2.1 Share Purchase Agreement, dated as of January 9, 2003, by Pulse
Electronics (Singapore) Pte. Ltd. and Forfin Holdings B.V. that are
signatories thereto (incorporated by reference to Exhibit 2 to our
Form 8-K dated January 10, 2003).
3.1 Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to our Form 10-K for the year ended
December 26, 2003)
3.3 By-laws (incorporated by reference to Exhibit 3.3 to our Form 10-K
for the year ended December 27, 2002).
4.1 Rights Agreement, dated as of August 30, 1996, between Technitrol,
Inc. and Registrar and Transfer Company, as Rights Agent
(incorporated by reference to Exhibit 3 to our Registration
Statement on Form 8-A dated October 24, 1996).
4.2 Amendment No. 1 to the Rights Agreement, dated March 25, 1998,
between Technitrol, Inc. and Registrar and Transfer Company, as
Rights Agent (incorporated by reference to Exhibit 4 to our
Registration Statement on Form 8-A/A dated April 10, 1998).
4.3 Amendment No. 2 to the Rights Agreement, dated June 15, 2000,
between Technitrol, Inc. and Registrar and Transfer Company, as
Rights Agent (incorporated by reference to Exhibit 5 to our
Registration Statement on Form 8-A/A dated July 5, 2000).
10.1 Technitrol, Inc. 2001 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 4.1 to our Registration Statement on Form S-8
dated June 28, 2001, File Number 333-64060).
10.1(1) Form of Stock Option Agreement (incorporated by reference to Exhibit
10.1(1) to our Form 10-Q for the three months ended October 1,
2004).
10.2 Technitrol, Inc. Restricted Stock Plan II, as amended and restated
as of January 1, 2001 (incorporated by reference to Exhibit C, to
our Definitive Proxy on Schedule 14A dated March 28, 2001).
10.3 Technitrol, Inc. 2001 Stock Option Plan (incorporated by reference
to Exhibit 4.1 to our Registration Statement on Form S-8 dated June
28, 2001, File Number 333-64068).
10.4 Technitrol, Inc. Board of Directors Stock Plan, as amended
(incorporated by reference to Exhibit 10 to our Form 8-K dated May
18, 2005).
10.5 Credit Agreement, by and among Technitrol, Inc. and certain of its
subsidiaries, Bank of America N.A. as Administrative Agent and
Lender, and certain other Lenders that are signatories thereto,
dated as of October 14, 2005. (incorporated by reference to Exhibit
10.1 to our Form 8-K dated October 20, 2005).
10.6 Lease Agreement, dated October 15, 1991, between Ridilla-Delmont and
AMI Doduco, Inc. (formerly known as Advanced Metallurgy
Incorporated), as amended September 21, 2001 (incorporated by
reference to Exhibit 10.6 to the Company's Amendment No. 1 to
Registration Statement on Form S-3 dated February 28, 2002, File
Number 333-81286).
10.7 Incentive Compensation Plan of Technitrol, Inc. (incorporated by
reference to Exhibit 10.7 to Amendment No. 1 to our Registration
Statement on Form S-3 filed on February 28, 2002, File Number
333-81286).
34
Exhibit Index, continued
10.8 Technitrol, Inc. Supplemental Retirement Plan, amended and restated
January 1, 2002 (incorporated by reference to Exhibit 10.8 to
Amendment No. 1 to our Registration Statement on Form S-3 filed on
February 28, 2002, File Number 333-81286).
10.9 Agreement between Technitrol, Inc. and James M. Papada, III, dated
July 1, 1999, as amended April 23, 2001, relating to the Technitrol,
Inc. Supplemental Retirement Plan (incorporated by reference to
Exhibit 10.9 to Amendment No. 1 to our Registration Statement on
Form S-3 filed on February 28, 2002, File Number 333-81286).
10.10 Letter Agreement between Technitrol, Inc. and James M. Papada, III,
dated April 16, 1999, as amended October 18, 2000 (incorporated by
reference to Exhibit 10.10 to Amendment No. 1 to our Registration
Statement on Form S-3 filed on February 28, 2002, File Number
333-81286).
10.10(1) Letter Agreement between Technitrol, Inc. and James M. Papada, III
dated July 1, 2004 (incorporated by reference to Exhibit 10.10(1) to
our Form 10-Q for the three months ended October 1, 2004).
10.11 Form of Indemnity Agreement (incorporated by reference to Exhibit
10.11 to our Form 10-K for the year ended December 27, 2002).
10.12 Technitrol Inc. Supplemental Savings Plan (incorporated by reference
to Exhibit 10.15 to our Form 10-Q for the three months ended
September 26, 2003)
10.13 Technitrol, Inc. 401(K) Retirement Savings Plan, as amended
(incorporated by reference to post-effective Amendment No. 1, to our
Registration Statement on Form S-8 filed on October 31, 2003, File
Number 033-35334) (incorporated by reference to Exhibit 10.16 to our
Form 10-Q for the three months ended March 26, 2003).
10.14 Pulse Engineering, Inc. 401(K) Plan as amended (incorporated by
reference to post-effective Amendment No. 1, to our Registration
Statement on Form S-8 filed on October 31, 2003, File Number
033-94073) (incorporated by reference to Exhibit 10.16 to our Form
10-Q for the three months ended March 26, 2003).
10.15 Amended and Restated Short-Term Incentive Plan (incorporated by
reference to Exhibit 10.15 to our Form 10-K for the year ended
December 31, 2004).
10.16 Amended and Restated Consignment Agreement, Dated May 27, 1997, by
and among Rhode Island Hospital Trust National Bank, Doduco GmbH,
Doduco Espana, S.A. and Technitrol, Inc. (incorporated by reference
to Exhibit 10.16 to our Form 10-Q for the three months ended October
1, 2004).
10.16(1) First Amendment to Amended and Restated Consignment Agreement, Dated
May 27, 1997, by and among Rhode Island Hospital Trust National
Bank, Doduco GmbH, Doduco Espana, S.A. and Technitrol, Inc.
(incorporated by reference to Exhibit 10.16 to our Form 10-Q for the
three months ended October 1, 2004).
35
Exhibit Index, continued
10.16(2) Second Amendment to Amended and Restated Consignment Agreement,
Dated May 27, 1997, by and among Rhode Island Hospital Trust
National Bank, Doduco GmbH, Doduco Espana, S.A. and Technitrol, Inc.
(incorporated by reference to Exhibit 10.16(2) to our Form 10-Q for
the three months ended October 1, 2004).
10.16(3) Third Amendment to Amended and Restated Consignment Agreement, Dated
May 27, 1997, by and among Rhode Island Hospital Trust National
Bank, Doduco GmbH, Doduco Espana, S.A. and Technitrol, Inc.
(incorporated by reference to Exhibit 10.16(3) to our Form 10-Q for
the three months ended October 1, 2004).
10.17 Amended and Restated Consignment Agreement dated July 29, 2005,
among Fleet Precious Metals Inc. d/b/a Bank of America Precious
Metals, Technitrol, Inc. and AMI Doduco, Inc. (incorporated by
reference to Exhibit 10.1 to our Form 8-K dated August 2, 2005).
10.18 Silver Lease Agreement dated April 9, 1996 between Standard
Chartered Bank Mocatta Bullion - New York and Advanced Metallurgy,
Inc. and Guarantee dated April 29, 1996 by Technitrol, Inc.
(incorporated by reference to Exhibit 10.18 to our Form 10-Q for the
three months ended October 1, 2004).
10.18(1) Letter Agreement dated April 9, 1996 between Standard Chartered Bank
Mocatta Bullion - New York and Advanced Metallurgy, Inc.
(incorporated by reference to Exhibit 10.18(1) to our Form 10-Q for
the three months ended October 1, 2004).
10.18(2) Amendment to Silver Lease Agreement dated February 14, 1997 between
Standard Chartered Bank Mocatta Bullion - New York and Advanced
Metallurgy Inc. (incorporated by reference to Exhibit 10.18(2) to
our Form 10-Q for the three months ended October 1, 2004).
10.18(3) Amendment to Silver Lease Agreement dated November 3, 1997 between
Standard Chartered Bank Mocatta Bullion - New York and Advanced
Metallurgy Inc. (incorporated by reference to Exhibit 10.18(3) to
our Form 10-Q for the three months ended October 1, 2004).
10.18(4) Amendment to Silver Lease Agreement dated May 21, 2003 between
Standard Chartered Bank Mocatta Bullion - New York and AMI Doduco,
Inc. (incorporated by reference to Exhibit 10.18(4) to our Form 10-Q
for the three months ended October 1, 2004).
10.19 Consignment Agreement dated September 24, 2004 between Mitsui & Co.
Precious Metals Inc., and AMI Doduco, Inc. (incorporated by
reference to Exhibit 10.19 to our Form 10-Q for the three months
ended October 1, 2004).
10.20 Unlimited Guaranty dated December 16, 1996 by Technitrol, Inc. in
favor of Rhode Island Hospital Trust National Bank (incorporated by
reference to Exhibit 10.20 to our Form 10-Q for the three months
ended October 1, 2004).
36
Exhibit Index, continued
10.21 Corporate Guaranty dated November 1, 2004 by Technitrol, Inc. in
favor of Mitsui & Co. Precious Metals, Inc. (incorporated by
reference to Exhibit 10.21 to our Form 10-Q for the three months
ended October 1, 2004).
10.22 Separation Agreement between Technitrol, Inc. and Albert Thorp, III
dated June 29, 2005. (incorporated by reference to Exhibit 10.22 to
our Form 10-Q for the three months ended July 1, 2005).
10.23 Share Purchase Agreement dated August 8, 2005 among Pulse
Electronics (Singapore) Pte. Ltd., as Purchaser, and Filtronic Plc
and Filtronic Comtek Oy, as Sellers (incorporated by reference to
Exhibit 10.1 to our Form 8-K dated August 11, 2005).
10.30 Schedule of Board of Director and Committee Fees (incorporated by
reference to Exhibit 10.30 to our Form 10-K for the year ended
December 31, 2004).
31.1 Certification of Principal Executive Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
37
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.
Technitrol, Inc.
---------------------------------------------
(Registrant)
November 9, 2005 /s/ Drew A. Moyer
------------------------- ---------------------------------------------
(Date) Drew A. Moyer
Senior Vice President and Chief Financial
Officer
(duly authorized officer, principal financial
and accounting officer)
38