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 March 31, 2006, 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
[LOGO]
TECHNITROL, INC.
(Exact name of registrant as specified in its Charter)
PENNSYLVANIA 23-1292472
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
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 May 5, 2006: 40,553,824
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 16
Item 3. Quantitative and Qualitative Disclosures about Market Risk 24
Item 4. Controls and Procedures 24
PART II OTHER INFORMATION
Item 1. Legal Proceedings 26
Item 1a. Risk Factors 26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26
Item 3. Defaults Upon Senior Securities 26
Item 4. Submission of Matters to a Vote of Security Holders 26
Item 5. Other Information 26
Item 6. Exhibits 26
Exhibit Index 34
2
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
Technitrol, Inc. and Subsidiaries
Consolidated Balance Sheets
In thousands
March 31, December 30,
Assets 2006 2005
---- ----
(unaudited)
Current assets:
Cash and cash equivalents $ 65,796 $ 173,664
Trade receivables, net 160,495 136,115
Inventories 85,665 73,598
Prepaid expenses and other current assets 24,274 20,174
--------- ---------
Total current assets 336,230 403,551
Property, plant and equipment 236,148 212,390
Less accumulated depreciation 125,297 119,492
--------- ---------
Net property, plant and equipment 110,851 92,898
Deferred income taxes 14,207 13,079
Goodwill 183,591 142,881
Other intangibles, net 31,038 31,648
Other assets 2,284 2,245
--------- ---------
$ 678,201 $ 686,302
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of long-term debt $ 130 $ 50,795
Short-term debt 4,035 3,219
Accounts payable 85,881 67,929
Accrued expenses 80,789 71,767
--------- ---------
Total current liabilities 170,835 193,710
Long-term liabilities:
Long-term debt, excluding current installments 37,614 32,697
Deferred income taxes 13,714 13,925
Other long-term liabilities 11,984 14,680
Minority interest 12,992 12,626
Shareholders' equity:
Common stock and additional paid-in capital 214,752 215,560
Retained earnings 208,523 200,108
Deferred compensation -- (1,234)
Other comprehensive income 7,787 4,230
--------- ---------
Total shareholders' equity 431,062 418,664
--------- ---------
$ 678,201 $ 686,302
========= =========
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
March 31, April 1,
2006 2005
--------- ---------
Net sales $ 221,093 $ 141,391
Costs and expenses:
Cost of sales 169,900 107,422
Selling, general and administrative expenses 35,087 25,602
Severance and asset impairment expense 865 942
--------- ---------
Total costs and expenses applicable to sales 205,852 133,966
--------- ---------
Operating profit 15,241 7,425
Other (expense) income:
Interest (expense) income, net (687) 240
Other income (expense) 494 (420)
--------- ---------
Total other (expense) (193) (180)
--------- ---------
Earnings from continuing operations before income
taxes, minority interest and cumulative effect of
accounting change 15,048 7,245
Income taxes 2,793 1,575
Minority interest (288) (221)
--------- ---------
Net earnings from continuing operations before
cumulative effect of accounting change $ 11,967 $ 5,449
Cumulative effect of accounting change, net of taxes 75 --
Net (loss) from discontinued operations, net
of taxes (78) (340)
--------- ---------
Net earnings $ 11,964 $ 5,109
========= =========
Basic and diluted earnings per share from
continuing operations $ 0.30 $ 0.14
Cumulative effect of accounting change $ 0.00 $ --
Basic and diluted (loss) per share from discontinued
operations $ (0.00) $ (0.01)
========= =========
Basic and diluted earnings per share $ 0.30 $ 0.13
========= =========
See accompanying Notes to Unaudited Consolidated Financial Statements.
4
Technitrol, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
In thousands
Three Months Ended
March 31, April 1,
2006 2005
---- ----
Cash flows from operating activities:
Net earnings $ 11,964 $ 5,109
Loss from discontinued operations, net of taxes 78 340
Adjustments to reconcile net earnings to net cash (used in) provided
by operating activities:
Cumulative effect of accounting change, net of taxes (75) --
Depreciation and amortization 7,428 5,652
Tax effect of employee stock compensation -- (54)
Amortization of stock incentive plan expense 934 836
Minority interest in net earnings of consolidated subsidiary 288 221
Severance and asset impairment expense, net of cash payments (610) (314)
Changes in assets and liabilities, net of effect of acquisitions:
Trade receivables (16,819) (863)
Inventories (1,304) 2,396
Prepaid expenses and other current assets (3,815) 3,828
Accounts payable and accrued expenses 3,002 (2,193)
Other, net (2,144) 126
--------- ---------
Net cash (used in) provided by operating activities (1,073) 15,084
--------- ---------
Cash flows from investing activities:
Acquisitions, net of cash acquired (54,068) --
Capital expenditures (5,674) (3,985)
Proceeds from sale of property, plant and equipment 590 196
Foreign currency impact on intercompany lending 120 3,815
--------- ---------
Net cash (used in) provided by investing activities (59,032) 26
--------- ---------
Cash flows from financing activities:
Long-term borrowings 5,152 --
Principal payments of long-term debt, net (50,644) (1,048)
Dividends paid (3,546) --
Exercise of stock options 148 --
--------- ---------
Net cash (used in) financing activities (48,890) (1,048)
--------- ---------
Net effect of exchange rate changes on cash 1,205 15
--------- ---------
Cash flows of discontinued operations:
Net cash (used in) provided by operating activities (78) 237
--------- ---------
Net (decrease) increase in cash and cash equivalents from
discontinued operations (78) 237
--------- ---------
Net (decrease) increase in cash and cash equivalents (107,868) 14,314
Cash and cash equivalents at beginning of period 173,664 155,952
--------- ---------
Cash and cash equivalents at end of period $ 65,796 $ 170,266
========= =========
See accompanying Notes to Unaudited Consolidated Financial Statements.
5
Technitrol, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
Three Months Ended March 31, 2006
(Unaudited)
In thousands
Other
----------------------------
Common stock and Accumulated
paid-in capital other
------------------- Retained Deferred comprehensive Comprehensive
Shares Amount earnings compensation income income
------ ------ -------- ------------ ------ ------
Balance at December 30, 2005 40,529 $ 215,560 $ 200,108 $ (1,234) $ 4,230
Stock options, awards and related
compensation 25 426 -- -- --
Currency translation adjustments -- -- -- -- 3,549 $ 3,549
Unrealized holding gains on securities -- -- -- -- 8 8
Reclassification due to change in
accounting principle -- (1,234) -- 1,234 --
Net earnings -- -- 11,964 -- -- 11,964
--------
Comprehensive income $ 15,521
========
Dividends declared ($0.0875 per share) -- -- (3,549) -- --
-------- --------- --------- --------- ---------
Balance at March 31, 2006 40,554 $ 214,752 $ 208,523 $ -- $ 7,787
======== ========= ========= ========= =========
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 30, 2005. We sometimes refer to Technitrol as "we" or "our".
The results for the three months ended March 31, 2006 and April 1, 2005
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 three
months ended March 31, 2006 are not necessarily indicative of annual results.
New Accounting Pronouncements
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) became
effective at the beginning of our fiscal 2006. Adoption of this standard
resulted in a $0.1 million cumulative effect of accounting change in the three
months ended March 31, 2006.
In November 2005, the FASB issued FASB Staff Position ("FSP") SFAS
123(R)-3, Transition Election Related to Accounting for the Tax Effects of
Share-based Payment Awards, that provides an elective alternative transition
method of calculating the pool of excess tax benefits available to absorb tax
deficiencies recognized subsequent to the adoption of SFAS No. 123R to the
method otherwise required by paragraph 81 of SFAS No. 123R. We may take up to
one year from the effective date of the FSP to evaluate our available
alternatives and make our one-time election. We are currently evaluating the
alternative methods in connection with our adoption of SFAS No. 123R.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified to conform with the current year presentation.
7
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(2) Acquisitions
ERA Group: On January 4, 2006, we acquired all of the capital stock of ERA
Group ("ERA"), headquartered in Herrenberg, Germany with production operations
in Germany, China and Tunisia. The results of ERA's operations have been
included in our consolidated financial statements since the effective date of
the acquisition. ERA produces advanced-technology ignition coils, along with a
variety of other coils and transformers used in automotive, heating/ventilation/
air conditioning and appliance applications and is the foundation of Pulse's
automotive division. The purchase price was approximately $53.8 million, net of
cash acquired of $2.0 million, and including acquisition costs of approximately
$0.6 million. The purchase price was financed primarily with bank credit under
our multi-currency credit facility. 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 excess purchase price has been recorded as goodwill on the
consolidated balance sheet until the valuation is completed. However, we have
recorded $0.3 million of estimated amortization expense for the three months
ended March 31, 2006. ERA will be treated as a separate reporting unit for
purposes of SFAS 142. The following table summarizes the preliminary fair values
of the assets acquired and liabilities assumed at the date of acquisition (in
millions):
Current assets $ 28.1
Property, plant and equipment 19.1
Goodwill 39.5
------
Total assets acquired 86.7
Current liabilities 32.9
------
Total liabilities assumed 32.9
Net assets acquired $ 53.8
======
For the twelve months ended December 29, 2006, we estimate that ERA will
generate revenues of approximately $90 million.
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 our consolidated
financial statements since that date. LK produces antennas and integrated
modules for mobile communications and information devices and is now the
cornerstone of Pulse's antenna division. The purchase price was approximately
$88.3 million, net of cash acquired of $0.4 million, and including acquisition
costs of approximately $2.5 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 twelve months ended May 31, 2006.
This payment will be included as goodwill, when paid. The preliminary fair value
of the net tangible assets acquired approximated $18.4 million. In addition to
the fair value of assets acquired, preliminary purchase price allocations
included $15.7 million for customer relationships, $7.3 million for trademarks,
$1.4 million for technology and $45.9 million allocated to goodwill. Each of the
identifiable intangibles with finite lives are being amortized, using lives of 5
years for technology and 10 years for customer relationships. We consider the
trademark intangible to have an indefinite life, and therefore, it is not being
amortized. These fair values are preliminary and subject to adjustment. LK is
treated as a separate reporting unit for purposes of SFAS 142.
8
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(2) Acquisitions, continued
Full Rise Electronic Co., Ltd.: Full Rise Electronic Co., Ltd. ("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 2005, we acquired an additional 2.8 million shares of
common stock in FRE for $2.0 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 using lives of 4 years for technology and customer
relationships.
(3) Severance and asset impairment expense
In the three months ended March 31, 2006, we accrued $0.9 million for a
number of actions to streamline operations at Pulse and AMI Doduco. These
include severance and related payments comprised of $0.4 million related to
Pulse's termination of manufacturing and support personnel at facilities in
Italy and Turkey, $0.3 million related to AMI Doduco's termination of
manufacturing and support personnel at a facility in Italy, $0.1 million related
to the transfer of Pulse consumer division assets from Pulse's facility in
Turkey to China, and $0.1 million for severance and facility closure costs at
other locations. The majority of these accruals will be paid by December 29,
2006, except for remaining lease or severance payments to be made over a
specified term.
Our severance and asset impairment charges are summarized on a
year-to-date basis for 2006 as follows (in millions):
AMI Doduco Pulse Total
---------- ----- -----
Balance accrued at December 30, 2005 $1.6 $1.6 $3.2
Accrued during the three months ended March 31, 2006 0.4 0.5 0.9
Severance and other cash payments (0.7) (0.7) (1.4)
Non-cash asset disposals (0.3) (0.1) (0.4)
---- ---- ----
Balance accrued at March 31, 2006 $1.0 $1.3 $2.3
==== ==== ====
9
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(4) Inventories
Inventories consisted of the following (in thousands):
March 31, December 30,
2006 2005
---- ----
Finished goods $31,746 $29,113
Work in process 23,067 19,130
Raw materials and supplies 30,852 25,355
------- -------
$85,665 $73,598
======= =======
(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 March 31, 2006, we had one foreign exchange forward contract
outstanding to sell forward approximately 51.4 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
March 31, 2006. 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 unvested
restricted shares) during the period. We had unvested restricted shares
outstanding of approximately 221,000 and 212,000 as of March 31, 2006 and April
1, 2005, 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 approximately 100,000 common share
equivalents for the three months ended March 31, 2006. There were approximately
468,000 stock options outstanding as of March 31, 2006 and approximately 513,000
as of April 1, 2005.
10
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(6) Earnings per share, continued
Earnings (loss) per share calculations are as follows (in thousands, except per
share amounts):
Three Months Ended
March 31, April 1,
2006 2005
---- ----
Net earnings from continuing operations $ 11,967 $ 5,449
Cumulative effect of accounting change 75 --
Net loss from discontinued
operations (78) (340)
---------- ----------
Net earnings $ 11,964 $ 5,109
========== ==========
Basic earnings (loss) per share:
Shares 40,326 40,244
Continuing operations $ 0.30 $ 0.14
Cumulative effect of accounting change 0.00 --
Discontinued operations (0.00) (0.01)
---------- ----------
Per share amount $ 0.30 $ 0.13
========== ==========
Diluted earnings (loss) per share:
Shares 40,426 40,356
Continuing operations $ 0.30 $ 0.14
Cumulative effect of accounting change 0.00 --
Discontinued operations (0.00) (0.01)
---------- ----------
Per share amount $ 0.30 $ 0.13
========== ==========
(7) Business segment information
For the three months ended March 31, 2006 and April 1, 2005 there were
immaterial amounts of intersegment revenues eliminated in consolidation. There
has been no material change in segment assets from December 30, 2005 to March
31, 2006, except for the acquisition of ERA for $53.8 million, net of $2.0
million of cash acquired (Note 2). In addition, the basis for determining
segment financial information has not changed from 2005. Specific segment data
are as follows (in thousands):
Three Months Ended
March 31, April 1,
Net sales: 2006 2005
---- ----
Pulse $ 144,169 $ 75,578
AMI Doduco 76,924 65,813
--------- ---------
Total $ 221,093 $ 141,391
========= =========
Earnings from continuing operations before
income taxes, minority interest and cumulative
effect of accounting change:
Pulse $ 12,342 $ 5,963
AMI Doduco 2,899 1,462
--------- ---------
Operating profit $ 15,241 $ 7,425
Other expense, net (193) (180)
--------- ---------
Earnings from continuing operations before
income taxes, minority interest and
cumulative effect of accounting change $ 15,048 $ 7,245
========= =========
11
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(8) Accounting for stock-based compensation
We have an incentive compensation plan for our employees. One component of
this plan is restricted stock, which grants the recipient the right of ownership
of our common stock, conditional on continued employment for a specified period.
Another component is stock options, which are also granted under this plan. On
December 31, 2005, we adopted SFAS 123(R), which replaces SFAS 123 and
supersedes APB Opinion No. 25. Under SFAS No. 123(R), compensation cost relating
to stock-based payment transactions is recognized in the financial statements,
and is based on the fair value of the equity or liability instruments issued.
SFAS No. 123(R) applies to all of our outstanding unvested stock-based payment
awards as of December 31, 2005 and all prior awards using the modified
prospective transition method without restatement of prior periods. As we had
previously adopted SFAS 123, as amended by SFAS 148, at the beginning of the
2003 fiscal year, whereby compensation expense was recorded for all awards
subsequent to adoption, our adoption did not significantly impact our financial
position or our results of operations. Upon adoption of SFAS 123R, the
cumulative effect recorded in the three months ended March 31, 2006 was a gain
of $0.1 million, net of taxes.
The following table presents the stock-based compensation expense included
in the Consolidated Statements of Operations during the three months ended March
31, 2006 and April 1, 2005:
March 31, April 1,
2006 2005
---- ----
Restricted stock $ 724 $ 673
Stock options 210 163
----- -----
Total stock-based compensation included in
selling, general and administrative expenses 934 836
Income tax benefit (326) (292)
----- -----
Total after-tax stock-based compensation expense $ 608 $ 544
===== =====
Restricted Stock: The value of restricted stock issued is based on the market
price of the stock at the award date. Shares are held by us until the continued
employment requirement has been attained. The market value of the shares at the
date of grant is charged to expense on a straight-line basis over the vesting
period. Cash awards, which are intended to assist recipients with their
resulting personal tax liability, are based on the market value of the shares
and are accrued over the vesting period. The expense related to the cash award
is fixed based on the value of the awarded stock on the grant date if the
recipient makes an election under Section 83(b) of the Internal Revenue Code. If
the recipient does not make the election under Section 83(b), the expense
related to the cash award is variable based on the current market value of the
shares.
A summary of the restricted stock activity is as follows (in thousands, except
per share data):
Weighted
Average Grant
Price
Shares (Per Share)
------ ------------
Nonvested at December 30, 2005 209 $18.79
Granted 18 $18.70
Vested (6) $19.00
Forfeited -- --
------ ------
Nonvested at March 31, 2006 221 $18.77
====== ======
12
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(8) Accounting for stock-based compensation, continued
As of March 31, 2006, there was approximately $1.4 million of total
unrecognized compensation cost related to restricted stock grants. This
unrecognized compensation is expected to be recognized over a weighted-average
period of approximately 1.7 years.
Stock Options: Stock options are granted at no cost to the employee and cannot
be granted at a price lower than the fair market value at date of grant. These
options expire seven years from the date of grant and vest equally over four
years. There were no options issued during the three months ended March 31, 2006
or during the year ended December 30, 2005. We value our stock options according
to the fair value method using the Black-Scholes option-pricing model.
A summary of the stock options activity is as follows (in thousands, except per
share data):
Weighted
Average
Exercise Aggregate
Price Intrinsic
Shares (Per Share) Value
------ ----------- ---------
Outstanding as of December 30, 2005 475 $19.31
Granted -- --
Exercised (7) $19.65
Forfeited/expired -- --
------ ------
Outstanding as of March 31, 2006 468 $19.31 $1,334
Exercisable at March 31, 2006 313 $20.05 $ 668
As of March 31, 2006, there was $1.1 million of total unrecognized
compensation cost related to option grants. This unrecognized compensation is
expected to be recognized over a weighted-average period of approximately 1.8
years.
During the three months ended March 31, 2006, cash received from stock
options exercised was $0.1 million. The total intrinsic value of stock options
exercised during the three months ended March 31, 2006 was less than $0.1
million. There were no stock options exercised during the three months ended
April 1, 2005. The tax deduction realized from stock options exercised was less
than $0.1 million for the three months ended March 31, 2006. SFAS No. 123R
requires that tax benefits from deductions in excess of the compensation cost of
stock options exercised be classified as a cash inflow from financing. However,
there were no such benefits recorded during the three months ended March 31,
2006 due to the minimal amount of stock options exercised during the period.
Prior to adopting SFAS No. 123R, we presented these benefits in the operating
section of the consolidated statements of cash flow.
No amounts of stock-based compensation cost have been capitalized into
inventory or other assets during the quarter ended March 31, 2006.
13
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(8) Accounting for stock-based compensation, continued
If the compensation cost for issuances under our stock option plan and
stock purchase plan had been determined based on the fair value as required by
SFAS 123 for all awards, our pro forma net income and earnings per basic and
diluted share for the three months ended April 1, 2005 would have been as
follows (in thousands, except per share amounts):
April 1,
2005
----
Net earnings, as reported $ 5,109
Add: Stock-based compensation expense included in reported,
net income, net of taxes 544
Deduct: Total stock-based compensation expense determined
under fair value based method for all awards, net of taxes (715)
-------
Net earnings, adjusted $ 4,938
Basic and diluted earnings - as reported $ 0.13
Basic and diluted earnings - adjusted $ 0.12
(9) Pension
In the three months ended March 31, 2006 we were not required to, nor did
we, make any contributions to our qualified pension plan. Our net periodic
expense was approximately $0.4 million in the three months ended March 31, 2006
and April 1, 2005, and is expected to be approximately $1.5 million for the full
fiscal year in 2006.
(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. During the
second quarter of 2005, 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 year ended December 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. We also realized a $1.1 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
March 31, April 1,
2006 2005
---- ----
Net sales $ -- $ 5,472
(Loss) before income taxes (120) (523)
The net book value of the land and building was approximately $1.4 million at
March 31, 2006. These assets are included in other current assets on the
consolidated balance sheets as the assets are held for sale.
14
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 three months ended
March 31, 2006 was as follows (in thousands):
Balance at December 30, 2005 $142,881
Goodwill acquired during the period 39,674
Purchase price allocation and other adjustment 306
Currency translation adjustment 730
--------
Balance at March 31, 2006 $183,591
========
The majority of our goodwill and other intangibles relate to our Pulse
segment.
Other intangible assets were as follows (in thousands):
March 31, December 30,
2006 2005
--------- ------------
Intangible assets subject to amortization (definite lives):
Technology $ 8,630 $ 8,600
Customer relationships 17,449 17,092
Other 1,590 1,590
-------- --------
Total $ 27,669 $ 27,282
Accumulated amortization:
Technology $ (6,041) $ (5,939)
Customer relationships (1,540) (1,012)
Other (694) (327)
-------- --------
Total $ (8,275) $ (7,278)
-------- --------
Net tangible assets subject to amortization $ 19,394 $ 20,004
Intangible assets not subject to amortization (indefinite lives):
Tradename $ 11,644 $ 11,644
-------- --------
Other intangibles, net $ 31,038 $ 31,648
======== ========
Amortization expense was $1.0 million and $0.5 million for the three
months ended March 31, 2006 and April 1, 2005, respectively. Exclusive of ERA,
which was acquired on January 4, 2006, for which the final purchase price
allocation has not been completed, estimated annual amortization expense for
each of the next five years is as follows (in thousands):
Year Ending
2007 2,853
2008 2,782
2009 2,204
2010 1,858
2011 1,670
15
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 27 through 33.
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 30, 2005 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,
16
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/benefit 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 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.
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 in higher
fixed-cost operations in AMI Doduco and Pulse's consumer, antenna and automotive
divisions. AMI Doduco's gross margin is also affected by the price of precious
and non-precious metals that are passed through to customers at nominal margins.
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
17
of Pulse's operations. AMI Doduco has a relatively long-term and mature product
line, 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,
antenna and automotive divisions 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. 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 an acquisition. Our
acquisitions continually change the mix of our net sales. We have made numerous
acquisitions in recent years which have increased our penetration into our
primary markets and expanded our presence in new markets. We acquired a
controlling interest in Full Rise Electronic Co., Ltd. ("FRE") in late 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 for approximately $88.3 million, net of cash acquired. LK is based in
Kempele, Finland, and is a leading producer of internal antennas and integrated
modules for mobile communications and information devices. The purchase
agreement includes a revenue-based earn-out provision whereby we will pay the
seller one euro for each euro of revenue in excess of 85.0 million euro achieved
by LK during the twelve months ended May 31, 2006. ERA Group ("ERA") was
acquired in January 2006 for approximately $53.8 million, net of cash acquired.
ERA is based in Herrenberg, Germany and is a leading producer of electronic
coils and transformers primarily for the European automotive market.
Divestiture. 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
have reflected the results of the bimetal and metal cladding operations as
discontinued operations on the Consolidated Statements of Operations for all
periods presented.
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. We use 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
incremental operating profit as a percentage of incremental sales is a factor
that is discussed frequently, 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, inventory
turnover and cash conversion efficiency. 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 model for Pulse's legacy
business 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, antenna and automotive divisions, however, are
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.
18
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.
We will also continue to pursue additional growth opportunities. 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 related to 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.
During 2005, we accrued $7.0 million to streamline operations at Pulse and
AMI Doduco. We also recorded a $46.0 million impairment charge for Pulse's
consumer division.
Thus far in 2006, we accrued $0.9 million for the termination and plant
shutdown costs resulting from the transfer of production operations at Pulse's
facilities in Turkey to China and termination and plant shutdown costs resulting
from the transfer of production operations at AMI Doduco's facility in Italy to
Spain.
International Operations. As of March 31, 2006, we had manufacturing
operations in 10 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 have been outside of the United States. Changing 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, antenna and automotive
division sales are denominated primarily in euro, 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
investments in Pulse's consumer, antenna and automotive divisions 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. Our
Euro-denominated 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 fluctuations from the date of the contract to a third party for a fee.
As of March 31, 2006, we had one foreign currency forward contract outstanding
to sell forward approximately 51.4 million euros in order to hedge intercompany
loans.
Precious Metals. 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-type 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
19
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.
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, Tunisia and
the People's Republic of China. This mix of income can vary significantly from
one period to another. We have benefited over recent years from favorable tax
incentives, 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 contained a series of provisions, several of which are
pertinent to us. The AJCA created 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 repatriated $52 million of foreign earnings in the fourth quarter
of 2005, net of a charge of $7.3 million as income taxes. Prior to the passage
of the AJCA, the undistributed earnings of our foreign subsidiaries, with the
exception of approximately $40 million, 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 remaining offshore
earnings, with the exception of approximately $40 million, are intended to be
indefinitely invested abroad and no provision for U.S. federal or state income
taxes has been provided in accordance with APB 23.
Except in limited circumstances, we have not provided for U.S. federal
income and foreign withholding taxes on our non-U.S. subsidiaries' undistributed
earnings as per Accounting Principles Board Opinion No. 23, Accounting for
Income Taxes - Special Areas. Such earnings include pre-acquisition earnings of
foreign entities acquired through stock purchases, and are intended to be
reinvested outside of the U.S. indefinitely. Where excess cash has accumulated
in our non-U.S. subsidiaries and it is advantageous for tax reasons, subsidiary
earnings may be remitted.
Results of Operations
Three months ended March 31, 2006 compared to the three months ended April
1, 2005
Net Sales. Net sales for the three months ended March 31, 2006 increased
$79.7 million, or 56.4%, to $221.1 million from $141.4 million in the three
months ended April 1, 2005. Our sales increase from the comparable period in
prior year was primarily attributable to the consolidation of LK's, which we
refer to as the antenna division, and ERA's, which we refer to as the automotive
division, net sales with Pulse's net sales beginning in September 2005 and
January 2006, respectively, increased demand in Pulse's networking,
telecommunications, power conversion and military/aerospace divisions and higher
pass-through costs for silver and other metals at AMI Doduco, which were
partially offset by weakness in Pulse's consumer division.
Pulse's net sales increased $68.6 million, or 90.7%, to $144.2 million for
the three months ended March 31, 2006 from $75.6 million in the three months
ended April 1, 2005. This increase was primarily attributable to the
consolidation of the antenna and automotive division's net sales with Pulse's
net sales beginning on in September 2005 and January, 2006, respectively. Net
sales in Pulse's legacy business (networking, telecommunications, power
conversion and military/aerospace) were stronger in the current period than in
the prior year period, while Pulse's consumer division experienced continued
weakness.
AMI Doduco's net sales increased $11.1 million, or 16.9 %, to $76.9
million for the three months ended March 31, 2006 from $65.8 million in the
three months ended April 1, 2005. Sales in the 2006 period compared to the 2005
period reflect higher pass-through costs for silver and other metals and
increased global demand.
20
Cost of Sales. As a result of higher sales, our cost of sales increased
$62.5 million, or 58.2%, to $169.9 million for the three months ended March 31,
2006 from $107.4 million for the three months ended April 1, 2005. Our
consolidated gross margin for the three months ended March 31, 2006 was 23.1%
compared to 24.0% for the three months ended April 1, 2005. Our consolidated
gross margin in 2006 was impacted by the addition of Pulse's automotive
division, whose operations are pending integration with Pulse, and unabsorbed
capacity in the Pulse consumer division partially offset by improved capacity
utilization at AMI Doduco.
Selling, General and Administrative Expenses. Total selling, general and
administrative expenses for the three months ended March 31, 2006 increased $9.5
million, or 37.1%, to $35.1 million, or 15.9 % of net sales, from $25.6 million,
or 18.1% of net sales for the three months ended April 1, 2005. Increased
spending was a result of the inclusion of the Pulse antenna and automotive
division's expenses in the 2006 period and higher incentive compensation
expense. Partially offsetting these expenses were the favorable impact of
restructuring actions that we took over the last year to reduce costs.
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 March 31, 2006 and
April 1, 2005 respectively, RD&E by segment was as follows (in thousands):
2006 2005
---- ----
Pulse $8,185 $4,780
Percentage of segment sales 5.7% 6.3%
AMI Doduco $1,232 $1,183
Percentage of segment sales 1.6% 1.8%
Higher RD&E spending in 2006 over the comparable period in 2005 is a
result of the inclusion of Pulse antenna division spending since September 2005
and Pulse automotive division spending since January 2006. 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 was $0.9 for the three months ended March 31, 2006 and April 1, 2005.
Interest. Net interest expense was $0.7 million for the three months ended
March 31, 2006 compared to net interest income of $ 0.2 million for the three
months ended April 1, 2005. The increase in net interest expense is primarily a
result of interest charges on borrowings from our multi-currency credit facility
and a lower average balance of invested cash in 2006 over the comparable period
in 2005. Additionally, a result of increasing silver pricing and silver leasing
costs, silver leasing fees were $0.2 million higher in 2006 over the comparable
period in 2005.
Other. Other income (expense) was $0.5 million for the three months ended
March 31, 2006 versus $(0.4) million for the three months ended April 1, 2005.
Income Taxes. The effective income tax rate for the three months ended
March 31, 2006 was 18.6% compared to 21.7% for the three months ended April 1,
2005. The reduction in the effective income tax rate is a result of an increase
in pre-tax earnings in low tax jurisdictions in 2006 as compared to the
comparable period in 2005.
21
Liquidity and Capital Resources
Working capital as of March 31, 2006 was $165.4 million compared to $209.8
million as of December 30, 2005, a decrease of $44.4 million. Cash and cash
equivalents, which is included in working capital, decreased from $173.7 million
as of December 30, 2005 to $65.8 million as of March 31, 2006, a decrease of
$107.9 million. This decrease in cash related primarily to cash used in the
acquisition of Pulse's automotive division in January 2006, changes in the
working capital of Pulse's automotive division subsequent to the acquisition
date and the repayment of approximately $50.0 million of debt. 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 used in operating activities was $1.1 million for the three
months ended March 31, 2006 as compared to $15.1 million of net cash provided by
operating activities in the comparable period of 2005, a decrease of $16.2
million. This decrease is primarily attributable to working capital changes of
$22.1 million during the three months ended March 31, 2006, as compared to the
three months ended April 1, 2005, and is a result of increases in accounts
receivable and inventory which were not fully offset by increases in accounts
payable. The increase in accounts receivable partially reflects the increased
price of precious metals not yet collected from AMI Doduco customers. However,
we are attempting to offset the negative working capital increases resulting
from increased silver prices by changing terms with our customers to better
reflect our payment terms with our silver suppliers.
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 $5.7 million during the three months ended March
31, 2006 and $4.0 million in the comparable period of 2005. 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.
We used $3.5 million for dividend payments during the three months ended
March 31, 2006 for dividends declared in 2005. On February 2, 2006, we announced
a quarterly dividend of $0.0875 per common share, payable on April 21, 2006 to
shareholders of record on April 7, 2006. This quarterly dividend will result in
a cash payment to shareholders of approximately $3.5 million in the second
quarter of 2006. On April 28, 2006 we announced a quarterly cash dividend of
$0.0875 per common share, payable on July 21, 2006 to shareholders of record on
July 7, 2006. This quarterly dividend will result in a cash payment to
shareholders of approximately $3.5 million in the third quarter of 2006.
We used $54.1 million for acquisitions during the three months ended March
31, 2006, net of cash acquired. The 2006 expenditure related primarily to our
acquisition of Pulse's automotive division in January 2006. We may acquire other
businesses or product lines to expand our breadth and scope of operations.
During the third quarter of 2006, it is likely that we will have to pay 15
to 20 million euros related to our acquisition of the antenna division. This
payment is a result of the previously disclosed revenue-based earnout provision
whereby we will pay the seller one euro for each euro of revenue in excess of 85
euros million achieved by the antenna division during the twelve months ended
May 31, 2006. This contingency was not resolved as of March 31, 2006 and
therefore is not recorded on our Consolidated Balance Sheet at such date. This
payment will be included as goodwill, when paid.
22
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
are in compliance with these covenants as of March 31, 2006.
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.
At March 31, 2006, our balance sheet includes $3.6 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 $6.3
million in U.S. dollar equivalents as of March 31, 2006. 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 March 31, 2006 in
the aggregate amount of $1.0 million securing transactions entered into in the
ordinary course of business.
We had commercial commitments outstanding at March 31, 2006 of
approximately $127.1 million due under precious metal consignment-type leases.
This represents an increase of $39.3 million from the $87.8 million outstanding
as of December 30, 2005 and is primarily attributable to higher average silver
prices at March 31, 2006.
23
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 March 31, 2006, with the exception of approximately $16.2 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 $16.2 million is
$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. 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 contained a series of provisions, several of which are
pertinent to us. The AJCA created a temporary incentive for U.S. multi-national
corporations to repatriate accumulated income abroad by providing an 85%
dividends received deduction for certain dividends received from controlled
foreign corporations. Based on this legislation and 2005 guidance by the
Department of Treasury, we repatriated $52 million of foreign earnings in the
fourth quarter of 2005, net of $7.3 million as income taxes. Prior to the
passage of the AJCA, the undistributed earnings of our foreign subsidiaries,
with the exception of approximately $40 million, 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
remaining offshore earnings, with the exception of approximately $40 million,
are intended to be indefinitely invested abroad and no provision for U.S.
federal or state income taxes has been provided in accordance with APB 23.
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 30, 2005.
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 March
31, 2006. 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
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
24
There were no changes in these controls or procedures that occurred during
the three months ended March 31, 2006 that have materially affected, or are
reasonably likely to materially affect, these controls or procedures. However,
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. In addition, in January 2006, we acquired all of the capital
stock of ERA Group ("ERA"), headquartered in Herrenberg, Germany, and we are
still in the process of evaluating internal control over financial reporting at
ERA Group. Accordingly, we have not included LK Products Oy and ERA Group in our
evaluation of internal control over financial reporting for the quarter ended
March 31, 2006.
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.
25
PART II. OTHER INFORMATION
Item 1 Legal Proceedings None
Item 1a Risk Factors
Risk Factors are on page 27.
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.
26
Item 1a: Risk Factors
Factors That May Affect Our Future Results (Cautionary Statements for Purposes
of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act
of 1995)
Our disclosures and analysis in this report contain forward-looking
statements. Forward-looking statements reflect our current expectations of
future events or future financial performance. You can identify these statements
by the fact that they do not relate strictly to historical or current facts.
They often use words such as "anticipate", "estimate", "expect", "project",
"intend", "plan", "believe", and similar terms. These forward-looking statements
are based on our current plans and expectations.
Any or all of our forward-looking statements in this report may prove to
be incorrect. They may be affected by inaccurate assumptions we might make or by
risks and uncertainties which are either unknown or not fully known or
understood. Accordingly, actual outcomes and results may differ materially from
what is expressed or forecasted in this report.
We sometimes provide forecasts of future financial performance. The risks
and uncertainties described under "Risk Factors" as well as other risks
identified from time to time in other Securities and Exchange Commission
reports, registration statements and public announcements, among others, should
be considered in evaluating our prospects for the future. We undertake no
obligation to release updates or revisions to any forward-looking statement,
whether as a result of new information, future events or otherwise.
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
27
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 achieve sufficient
financial performance from an acquisition, goodwill and other intangibles could
become impaired, resulting in our recognition of a loss. In 2005, we recorded a
$46.0 million impairment charge related to Pulse's consumer division. In 2004,
we recorded an aggregate intangible impairment charge of $18.5 million related
to Pulse. 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 internal 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 lower
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 rapidly 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 rapidly 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
28
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. Such agreements 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.
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 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 rapid 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
29
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:
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
30
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,
Turkey, and Tunisia and a majority of our revenues are derived from sales to
customers outside the United States. Our future operations and earnings may be
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 manufacturing operations in the PRC,
except for LK and ERA. 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 and
Tunisia, which are 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.
31
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, resulting in lower earnings. In
addition, we may be prohibited from transferring cash from the PRC. With the
exception of approximately $16.2 million of retained earnings as of December 30,
2005 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.
In October 2004, the American Jobs Creation Act of 2004 ("AJCA") was
signed into law. The AJCA contained a series of provisions, several of which
were pertinent to us. The AJCA created a temporary incentive for U.S.
multi-national corporations to repatriate accumulated income abroad by providing
an 85% dividends received deduction for certain dividends received from
controlled foreign corporations. Based on this legislation and 2005 guidance by
the Department of Treasury, we repatriated $52 million of foreign earnings in
the fourth quarter of 2005, net of $7.3 million as income taxes. Prior to the
passage of the AJCA, the undistributed earnings of our foreign subsidiaries,
with the exception of approximately $40 million, 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
remaining offshore earnings, with the exception of approximately $40 million,
are intended to be indefinitely invested abroad and no provision for U.S.
federal or state income taxes has been provided in accordance with APB 23.
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, or 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, Turkey and
Tunisia, 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
32
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 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 most of the remediated areas. We expect a
final "no further action" letter on this area upon IDEM's final review of our
closure report. We anticipate making additional environmental expenditures in
the future to continue our environmental studies, analysis and remediation
activities with respect to this site. 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.
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 December 16, 2005 (incorporated by reference to Exhibit 10.10
(1) to our Form 10-K for the year ended December 31, 2005).
10.11 Form of Indemnity Agreement (incorporated by reference to Exhibit
10.11 to our Form 10-K for the year ended December 28, 2001).
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, 2005).
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).
10.17(1) First Amendment and Agreement dated March 24, 2006 among Bank of
America, N.A., Technitrol, Inc. and AMI Doduco, Inc. (incorporated
by reference to Exhibit 10.17(1) to our Form 8-K dated March 28,
2006).
10.17(2) Second Amendment and Agreement dated May 4, 2006 among Bank of
America, N.A., Technitrol, Inc. and AMI Doduco, Inc. (incorporated
by reference to Exhibit 10.17(2) to our Form 8-K dated May 4,
2006).
10.18 Fee Consignment and/or Purchase of Silver Agreement dated April 7,
2006 among The Bank of Nova Scotia, Technitrol, Inc. and AMI Doduco,
Inc. (incorporated by reference to Exhibit 10.18 to our Form 8-K
dated April 7, 2006).
10.19 Consignment Agreement dated September 24, 2005 between Mitsui & Co.
Precious Metals Inc., and AMI Doduco, Inc. (incorporated by
reference to Exhibit 10.19 to our Form 8-K dated March 28, 2006.
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.
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).
10.24 Sale and Transfer Agreement dated November 28, 2005 among era GmbH &
Co. KG, Pulse GmbH, CST Electronics Co., Ltd., and certain other
parties named therein (incorporated by reference to Exhibit 10.1 to
our Form 8-K dated December 2, 2005).
36
Exhibit Index, continued
10.25 CEO Annual and Long-Term Equity Incentive Process (incorporated by
reference to Exhibit 10.25 to our Form 10-K for the year ended
December 31, 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)
May 9, 2006 /s/ Drew A. Moyer
--------------- ------------------------------------------------------
(Date) Drew A. Moyer
Senior Vice President and Chief Financial Officer
(duly authorized officer, principal financial officer)
38