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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2003
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 number 0-9576
K-TRON INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-1759452
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification #)
Routes 55 & 553, P.O. Box 888, Pitman, New Jersey 08071-0888
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (856) 589-0500
Not Applicable
- --------------------------------------------------------------------------------
(Former Name, Former Address and Formal Fiscal Year, if Changed
Since Last Report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
The Registrant had 2,434,354 shares of Common Stock outstanding as of August 6,
2003.
K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets 1
June 28, 2003 and December 28, 2002
Consolidated Statements of Income 2
& Retained Earnings for the Three and Six
Months Ended June 28, 2003 and June 29, 2002
Consolidated Statements of Cash Flows 3
for the Six Months Ended June 28, 2003
and June 29, 2002
Notes to Consolidated Financial Statements 4 - 11
Item 2. Management's Discussion and Analysis 12 - 20
of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About 20
Market Risk.
Item 4. Controls and Procedures. 20
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders. 21
Item 6. Exhibits and Reports on Form 8-K. 21
SIGNATURES 22
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands except Share Data)
(Unaudited)
June 28, December 28,
2003 2002
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,950 $ 2,694
Accounts receivable, net of allowance for
doubtful accounts of $773 and $716 15,389 15,275
Inventories 13,698 9,318
Deferred income taxes 169 169
Prepaid expenses and other current assets 1,550 1,775
-------- --------
Total current assets 36,756 29,231
PROPERTY, PLANT AND EQUIPMENT, net 25,609 16,170
PATENTS, net 1,962 767
GOODWILL, net 2,053 2,053
OTHER INTANGIBLES 8,982 --
NOTES RECEIVABLE AND OTHER ASSETS 2,216 2,238
-------- --------
Total assets $ 77,578 $ 50,459
======== ========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 3,471 $ 2,005
Accounts payable 4,995 4,934
Accrued expenses and other current liabilities 7,431 5,845
Accrued commissions 1,494 1,532
Customer advances 1,083 809
-------- --------
Total current liabilities 18,474 15,125
LONG-TERM DEBT, net of current portion 27,745 6,499
OTHER NON-CURRENT LIABILITIES 292 --
DEFERRED INCOME TAXES 416 416
COMMITMENTS AND CONTINGENCIES
SERIES B JUNIOR PARTICIPATING PREFERRED SHARES,
$.01 par value - authorized 50,000 shares; none issued -- --
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value - authorized 950,000 shares; none issued -- --
Common stock, $.01 par value - authorized 50,000,000 shares;
issued 4,436,928 shares and 4,433,342 shares 44 44
Paid-in capital 16,737 16,701
Retained earnings 40,468 38,768
Accumulated other comprehensive income 916 420
-------- --------
58,165 55,933
Treasury stock, 2,002,574 and 2,002,574 shares - at cost (27,514) (27,514)
-------- --------
Total shareholders' equity 30,651 28,419
-------- --------
Total liabilities and shareholders' equity $ 77,578 $ 50,459
======== ========
See Notes to Consolidated Financial Statements
-1-
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME & RETAINED EARNINGS
(Dollars in Thousands except Share Data)
(Unaudited)
Three Months Ended Six Months Ended
------------------ ----------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
---- ---- ---- ----
REVENUES $22,661 $16,877 $46,059 $33,655
COST OF REVENUES 13,663 9,683 27,620 19,325
------- ------- ------- -------
Gross Profit 8,998 7,194 18,439 14,330
OPERATING EXPENSES:
Selling, general & administrative 6,682 5,301 13,947 10,553
Research and development 678 586 1,349 1,292
------- ------- ------- -------
7,360 5,887 15,296 11,845
------- ------- ------- -------
Operating Income 1,638 1,307 3,143 2,485
INTEREST EXPENSE 400 129 780 302
------- ------- ------- -------
Income before income taxes 1,238 1,178 2,363 2,183
INCOME TAX PROVISION 373 364 663 618
------- ------- ------- -------
NET INCOME 865 814 1,700 1,565
RETAINED EARNINGS
Beginning of period 39,603 36,235 38,768 35,484
------- ------- ------- -------
End of period $40,468 $37,049 $40,468 $37,049
======= ======= ======= =======
EARNINGS PER SHARE
Basic $ 0.36 $ 0.33 $ 0.70 $ 0.64
======= ======= ======= =======
Diluted $ 0.35 $ 0.33 $ 0.68 $ 0.64
======= ======= ======= =======
See Notes to Consolidated Financial Statements
-2-
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Six Months Ended
----------------
June 28, June 29,
2003 2002
---- ----
OPERATING ACTIVITIES:
Net income $ 1,700 $ 1,565
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,457 1,290
Changes in assets and liabilities:
Accounts receivable, net 3,338 601
Inventories 367 1,131
Prepaid expenses and other current assets 520 (407)
Other assets 198 (220)
Accounts payable (1,037) 301
Accrued expenses and other current liabilities (1,340) 659
-------- --------
Net cash provided by operating activities 5,203 4,920
-------- --------
INVESTING ACTIVITIES:
Business acquired, net of cash acquired (18,988) --
Capital expenditures (1,769) (743)
Other (8) (34)
-------- --------
Net cash used in investing activities (20,765) (777)
-------- --------
FINANCING ACTIVITIES:
Net (repayments) borrowing under notes payable to banks 236 (1,108)
Proceeds from issuance of long-term debt 20,000 752
Principal payments on long-term debt (1,603) (1,103)
Proceeds from issuance of common stock 36 4
-------- --------
Net cash provided by (used in) financing activities 18,669 (1,455)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS 149 542
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,256 3,230
-------- --------
CASH AND CASH EQUIVALENTS
Beginning of period 2,694 2,214
-------- --------
End of period $ 5,950 $ 5,444
======== --------
See Notes to Consolidated Financial Statements
-3-
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 28, 2003
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions for Form 10-Q and do not
include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for
complete financial statements. The consolidated financial statements
include the accounts of K-Tron International, Inc. and its subsidiaries
("K-Tron" or the "Company," including in fiscal 2003 the January 2,
2003 Pennsylvania Crusher Corporation acquisition noted below). All
intercompany transactions have been eliminated in consolidation. In the
opinion of management, all adjustments (consisting of a normal
recurring nature) considered necessary for a fair presentation of
results for interim periods have been made.
The unaudited financial statements herein should be read in conjunction
with the Company's annual report on Form 10-K for the year ended
December 28, 2002 which was previously filed with the Securities and
Exchange Commission.
2. Acquisition
On January 2, 2003, the Company acquired all of the stock of
privately-held Pennsylvania Crusher Corporation. The purchase price
paid for the Pennsylvania Crusher Corporation stock was $23.5 million,
plus a post-closing adjustment of $205 thousand based on Pennsylvania
Crusher Corporation's consolidated shareholders' equity at December 31,
2002. Of this amount, $19.705 million was paid in cash and $4.0 million
was in unsecured, promissory notes which are payable in equal, annual
installments on January 2 in each of 2005, 2006 and 2007. The excess of
the purchase price over the carrying value of the net assets acquired
was allocated as follows (in millions): inventory -- $0.3, property,
plant & equipment -- $4.7, patents -- $1.3, trademarks and tradenames
-- $1.9, and other identified intangibles -- $7.1. Trademarks and
tradenames and other identified intangibles are included in other
intangibles in the consolidated balance sheet.
If the acquisition of Pennsylvania Crusher Corporation had occurred at
the beginning of fiscal 2002, pro forma K-Tron revenues, net income and
diluted earnings per share for the second quarter and first six months
ended June 29, 2002 would have been approximately $26.9 million and
$51.7 million, $1.5 million and $2.5 million, and $0.62 per share and
$1.03 per share, respectively. These pro forma disclosures are
unaudited and are based on historical results, adjusted for the impact
of certain acquisition-related items such as depreciation and
amortization of property, plant and equipment and identified
intangibles,
-4-
increased interest expense on acquisition debt and the related income
tax effects. This unaudited pro forma disclosure is presented for
informational purposes only and should not be construed to be
indicative of the actual results of operations of the combined
companies on the dates for the periods indicated or of the results that
may be obtained in the future.
3. Intangible Assets
Six Months Ended June 28, 2003
------------------------------
(in thousands)
Gross Carrying Accumulated
Amount Amortization
-------------- ------------
Amortized intangible assets
Patents $2,764 $ 802
Drawings 3,550 57
------ ------
$6,314 $ 859
====== ======
Unamortized intangible assets
Trademarks $1,890
Other identifiable intangibles 3,599
------
$5,489
======
The amortized intangible assets are being amortized on the
straight-line basis over the expected period of benefits, which is 17
to 25 years. Intangible assets of $10.3 million were acquired during
the first quarter of 2003 as part of the acquisition of Pennsylvania
Crusher Corporation (see Note 2). Amortization expense in the six-month
periods ended June 28, 2003 and June 29, 2002 was $139 thousand and $42
thousand, respectively.
4. Supplemental Disclosures of Cash Flow Information
The Company considers all highly liquid short-term investments
purchased with an original maturity of three months or less to be cash
equivalents.
Cash paid for interest in the six-month periods ended June 28, 2003 and
June 29, 2002 was $647 thousand and $352 thousand, respectively, and
for income taxes was $228 thousand and a cash refund of $121 thousand,
respectively.
-5-
5. Inventories
Inventories consist of the following:
June 28, December 28,
2003 2002
---- ----
(in thousands)
Components $11,479 $8,064
Work-in-process 2,158 1,151
Finished goods 61 103
------- ------
$13,698 $9,318
======= ======
6. Accrued Warranty
The Company offers a product warranty on a majority of its products.
Warranty is accrued as a percentage of sales on a monthly basis and is
included in accrued expenses and other current liabilities. The
following is a rollforward of accrued warranty for the six-month
periods ended June 28, 2003 and June 29, 2002.
June 28, June 29,
2003 2002
---- ----
(in thousands)
Beginning balance $ 687 $ 662
Accrued warranty of acquired business 553 --
Accrual 746 475
Expense (918) (634)
Foreign exchange adjustment 13 57
------- -------
Ending balance $ 1,081 $ 560
======= =======
7. Earnings Per Share
The Company's basic and diluted earnings per share are calculated as
follows:
For the Three Months Ended June 28, 2003
----------------------------------------
Net Income Available
(Dollars and Shares in Thousands To Common Earnings
except Per Share Data) Shareholders Shares Per Share
------------ ------ ---------
Basic $ 865 2,433 $ 0.36
Common Share Equivalent
of Outstanding Options -- 60 (0.01)
----- ------ ------
Diluted $ 865 2,493 $ 0.35
===== ====== =====
-6-
For the Three Months Ended June 29, 2002
----------------------------------------
Net Income Available
(Dollars and Shares in Thousands To Common Earnings
except Per Share Data) Shareholders Shares Per Share
------------ ------ ---------
Basic $ 814 2,432 $ 0.33
Common Share Equivalent
of Outstanding Options -- 36 (0.00)
----- ------ ------
Diluted $ 814 2,468 $ 0.33
===== ====== ======
For the Six Months Ended June 28, 2003
--------------------------------------
Net Income Available
(Dollars and Shares in Thousands To Common Earnings
except Per Share Data) Shareholders Shares Per Share
------------ ------ ---------
Basic $1,700 2,433 $ 0.70
Common Share Equivalent
of Outstanding Options -- 56 (0.02)
------ ------ ------
Diluted $1,700 2,489 $ 0.68
====== ====== ======
For the Six Months Ended June 29, 2002
--------------------------------------
Net Income Available
(Dollars and Shares in Thousands To Common Earnings
except Per Share Data) Shareholders Shares Per Share
------------ ------ ---------
Basic $1,565 2,432 $ 0.64
Common Share Equivalent
of Outstanding Options -- 28 (0.00)
------ ------ ------
Diluted $1,565 2,460 $ 0.64
====== ====== ======
Diluted earnings per common share are based on the weighted average
number of common and common equivalent shares outstanding during a
given time period. Such average shares include the weighted average
number of common shares outstanding plus the shares issuable upon
exercise of stock options after the assumed repurchase of common shares
with the related proceeds.
-7-
8. Stock-Based Compensation
In December 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure." SFAS No. 148
amends the disclosure requirements of SFAS No. 123, "Accounting for
Stock-Based Compensation," to require more prominent and frequent
disclosures in financial statements. Also, SFAS No. 148 provides
alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation.
The Company has included the interim disclosures prescribed under SFAS
No. 148.
At June 28, 2003, the Company had various stock-based compensation
plans as described in Note 11 to the consolidated financial statements
in the Company's annual report on Form 10-K for the year ended December
28, 2002. As permitted under SFAS No. 123, as amended by SFAS No. 148,
the Company has elected to continue to account for compensation costs
using the intrinsic value-based method of accounting as prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees." No compensation expense has been recognized in
net income for stock options, as options granted had an exercise price
equal to the market value of the underlying common stock on the date of
grant. The following table illustrates the effect on net income and
earnings per share if the Company had applied the fair value
recognition provisions of SFAS No. 123 to its stock option plans.
Three Months Ended Six Months Ended
------------------ ----------------
June 28, June 29, June 28, June 29,
(in thousands, except per share) 2003 2002 2003 2002
---- ---- ---- ----
Net income - as reported $865 $814 $1,700 $1,565
Net income - pro forma 794 714 1,561 1,380
Basic earnings per share - as reported 0.36 0.33 0.70 0.64
Basic earnings per share - pro forma 0.33 0.29 0.64 0.57
Diluted earnings per share - as reported 0.35 0.33 0.68 0.64
Diluted earnings per share - pro forma 0.32 0.29 0.63 0.56
-8-
9. Comprehensive Income
Comprehensive income is the total of net income, the change in the
unrealized gain or loss on derivatives, net of tax, and the change in
translation adjustments, all for a given period, which are the
Company's only non-owner changes in equity. For the three- and
six-month periods ending June 28, 2003 and June 29, 2002, the following
table sets forth the Company's comprehensive income:
(in thousands) Three Months Ended Six Months Ended
------------------ ----------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
---- ---- ---- ----
Net Income $ 865 $ 814 $1,700 $1,565
Unrealized loss on derivatives,
net of tax (80) -- (178) --
Translation Adjustments 341 2,181 674 2,092
------ ------ ------ ------
Comprehensive Income $1,126 $2,995 $2,196 $3,657
====== ====== ====== ======
-9-
10. Management Segment Information
The Company is engaged in one principal business segment -- material
handling equipment and systems. The Company operates in two primary
geographic locations, North and South America (the "Americas") and
Europe, the Middle East, Africa and Asia ("EMEA/Asia"). For the three
and six months ended June 28, 2003 and June 29, 2002, the following
tables set forth the Company's segment information:
EMEA/ Elimi- Consoli-
Americas Asia nations dated
-------- ---- ------- -----
(in thousands)
THREE MONTHS ENDED
June 28, 2003
Revenues
Sales to unaffiliated customers $ 13,191 $ 9,470 $ -- $ 22,661
Sales to affiliates 563 450 (1,013) --
-------- -------- -------- --------
Total sales $ 13,754 $ 9,920 $ (1,013) $ 22,661
======== ======== ======== ========
Operating income $ 1,135 $ 503 $ -- $ 1,638
======== ======== ========
Interest expense (400)
--------
Income before income taxes $ 1,238
========
EMEA/ Elimi- Consoli-
Americas Asia nations dated
-------- ---- ------- -----
(in thousands)
THREE MONTHS ENDED
June 29, 2002
Revenues
Sales to unaffiliated customers $ 6,968 $ 9,909 $ -- $ 16,877
Sales to affiliates 964 493 (1,457) --
-------- -------- -------- --------
Total sales $ 7,932 $ 10,402 $ (1,457) $ 16,877
======== ======== ======== ========
Operating income $ 631 $ 676 $ -- $ 1,307
======== ======== ========
Interest expense (129)
--------
Income before income taxes $ 1,178
========
-10-
EMEA/ Elimi- Consoli-
Americas Asia nations dated
-------- ---- ------- -----
(in thousands)
SIX MONTHS ENDED
June 28, 2003
Revenues
Sales to unaffiliated customers $ 26,408 $ 19,651 $ -- $ 46,059
Sales to affiliates 1,312 1,018 (2,330) --
-------- -------- -------- --------
Total sales $ 27,720 $ 20,669 $ (2,330) $ 46,059
======== ======== ======== ========
Operating income $ 1,808 $ 1,354 $ (19) $ 3,143
======== ======== ========
Interest expense (780)
--------
Income before income taxes $ 2,363
========
EMEA/ Elimi- Consoli-
Americas Asia nations dated
-------- ---- ------- -----
(in thousands)
SIX MONTHS ENDED
June 29, 2002
Revenues
Sales to unaffiliated customers $ 14,540 $ 19,115 $ -- $ 33,655
Sales to affiliates 1,912 798 (2,710) --
-------- -------- -------- --------
Total sales $ 16,452 $ 19,913 $ (2,710) $ 33,655
======== ======== ======== ========
Operating income $ 1,275 $ 1,210 $ -- $ 2,485
======== ======== ========
Interest expense (302)
--------
Income before income taxes $ 2,183
========
-11-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following provides information that management believes is relevant
to an assessment and understanding of our consolidated results of operations and
financial condition. The discussion should be read in conjunction with our
consolidated financial statements and accompanying notes. All references to the
second quarter or first six months of 2003 or 2002 mean the quarter or six-month
period ended June 28, 2003 or June 29, 2002, as the case may be.
On January 2, 2003, we acquired all of the outstanding capital stock of
privately-held Pennsylvania Crusher Corporation ("Penn Crusher"). As a result of
this purchase, we also acquired Jeffrey Specialty Equipment Corporation
("Jeffrey"), a wholly-owned subsidiary of Penn Crusher. The purchase price
consisted of a combination of $19,500,000 in cash, $4,000,000 in unsecured
promissory notes and a post-closing cash payment of $205,000 based on Penn
Crusher's consolidated shareholders' equity at December 31, 2002. With respect
to the payment of the cash portion of the purchase price and related acquisition
costs, we financed $15,000,000 through a $17,000,000 secured credit facility
with Penn Crusher as the borrower (the additional $2,000,000 is available for
working capital and general corporate purposes, subject to certain limitations).
This facility is directly with Penn Crusher, and the lender has no recourse
against any K-Tron company other than Penn Crusher and Jeffrey with respect to
any amounts borrowed thereunder (except to recover the stock of Penn Crusher).
Additionally, we borrowed $5,000,000 from a U.S. bank through a K-Tron
wholly-owned subsidiary, the repayment of which loan was guaranteed by K-Tron
International, and we used these funds to pay part of the purchase price. K-Tron
International also issued the $4,000,000 of unsecured promissory notes referred
to above.
As noted above, we incurred substantial debt as a result of the Penn
Crusher acquisition, which debt is described in more detail in the Liquidity and
Capital Resources section below; however, we expect to have sufficient cash flow
to cover all required principal and interest payments and, in particular, Penn
Crusher's cash flow should be adequate to cover required principal and interest
payments on its secured credit facility.
RESULTS OF OPERATIONS
For the second quarter and first six months of 2003, K-Tron reported
net income of $865,000 and $1,700,000, respectively, compared to $814,000 and
$1,565,000 for the same periods in 2002.
We are engaged in one principal business segment - material handling
equipment and systems. We operate in two primary geographic locations - North
and South America (the "Americas") and Europe, the Middle East, Africa and Asia
("EMEA/Asia"). We derived approximately 43% and 57% of our first six months of
2003 and 2002 revenues, respectively, from products manufactured in, and
services performed from, our facilities located outside the
-12-
United States, primarily in Europe. Since we operate globally, we are sensitive
to changes in foreign currency exchange rates ("foreign exchange rates"), which
can affect both the translation of financial statement items into U.S. dollars
as well as transactions where the revenues and related expenses may initially be
accounted for in different currencies, such as sales made from our Swiss
manufacturing facility in currencies other than the Swiss franc. The reduction
in the percentage of our revenues derived from outside the United States in the
first six months of 2003 as compared to the same period in 2002 was primarily
due to the acquisition of Penn Crusher and Jeffrey noted above, since most of
their revenues were derived from within the United States.
The following table sets forth our results of operations expressed as a
percentage of total revenues for the periods indicated.
Three Months Ended Six Months Ended
------------------ ----------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
---- ---- ---- ----
Total revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 60.3 57.4 60.0 57.4
----- ----- ----- -----
Gross profit 39.7 42.6 40.0 42.6
Selling, general and administrative 29.5 31.4 30.3 31.4
Research and development 3.0 3.5 2.9 3.8
----- ----- ----- -----
Operating income 7.2 7.7 6.8 7.4
Interest 1.7 0.7 1.7 0.9
----- ----- ----- -----
Income before income taxes 5.5% 7.0% 5.1% 6.5%
===== ===== ===== =====
The following table summarizes our order backlog as of the dates
indicated, all adjusted to June 28, 2003 foreign exchange rates:
(Dollars in Thousands) June 28, 2003 December 28, 2002 June 29, 2002
------------- ----------------- -------------
Order backlog $15,244 $8,735 $11,438
The June 28, 2003 order backlog includes $6,480,000 of order backlog of
Penn Crusher and Jeffrey.
As previously noted, we derive a substantial amount of our revenues
from activities in foreign jurisdictions. Consequently, our results can be
significantly affected by changes in foreign exchange rates, particularly in
U.S. dollar exchange rates with respect to the Swiss franc, euro and British
pound sterling and, to a lesser degree, the Singapore dollar and other
currencies.
-13-
When the U.S. dollar weakens against these currencies, the U.S. dollar value of
non-U.S. dollar-based sales increases. When the U.S. dollar strengthens against
these currencies, the U.S. dollar value of non-U.S. dollar-based sales
decreases. Correspondingly, the U.S. dollar value of non-U.S. dollar-based costs
increases when the U.S. dollar weakens and decreases when the U.S. dollar
strengthens. Overall, since we typically receive a significant amount of our
revenues in currencies other than the U.S. dollar, we generally benefit from a
weaker dollar and are adversely affected by a stronger dollar relative to major
currencies worldwide, especially those identified above. In particular, a
general weakening of the U.S. dollar against other currencies would positively
affect our revenues, gross profit and operating income as expressed in U.S.
dollars (provided that the gross profit and operating income numbers from
foreign operations are not losses, since in the case of a loss, the effect would
be to increase the loss), whereas a general strengthening of the U.S. dollar
against such currencies would have the opposite effect.
In addition, our revenues and income with respect to particular
transactions may be affected by changes in foreign exchange rates where sales
are made in currencies other than the functional currency of the facility
manufacturing the product subject to the sale, including in particular the U.S.
dollar/Swiss franc (for inter-company transactions) and the Swiss franc/euro and
Swiss franc/British pound sterling (for sales from the Company's Swiss
manufacturing facility) exchange rates. For the second quarter and first six
months of 2003 and 2002, the changes in certain key exchange rates were as
follows:
Three Months Ended Six Months Ended
------------------ ----------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
---- ---- ---- ----
Average U.S. dollar equivalent of
one Swiss franc 0.749 0.631 0.740 0.613
% change vs. prior year +18.7% +20.7%
Average U.S. dollar equivalent of
one euro 1.138 0.924 1.106 0.900
% change vs. prior year +23.2% +22.9%
Average U.S. dollar equivalent of
one British pound sterling 1.619 1.465 1.611 1.446
% change vs. prior year +10.5% +11.4%
Average Swiss franc equivalent of
one euro 1.519 1.464 1.495 1.468
% change vs. prior year +3.8% + 1.8%
Average Swiss franc equivalent of
one British pound sterling 2.162 2.322 2.177 2.360
% change vs. prior year -6.9% - 7.8%
-14-
With the acquisition of Penn Crusher and Jeffrey, we are less affected
by foreign exchange rates since most of their sales are in U.S. dollars.
Nevertheless, more than 40% of our revenues in the first six months of 2003 were
from products manufactured in, and services performed from, our facilities
outside the United States, so that we will continue to have significant
sensitivity to foreign exchange rate changes.
Total revenues increased by $5,784,000 or 34.3% in the second quarter
of 2003 and by $12,404,000 or 36.9% in the first six months of 2003 compared to
the same periods in 2002. This increase in revenues was primarily attributable
to a full six months of revenues in 2003 from the January 2, 2003 acquisition of
Penn Crusher and Jeffrey ($7,650,000 from Penn Crusher and Jeffrey for the
second quarter and $14,911,000 for the first six months of 2003) and the
positive effect of a weaker U.S. dollar when translating the revenues of foreign
operations into U.S. dollars, partially offset by lower revenues in our
pre-acquisition feeder and pneumatic conveying businesses due to a generally
weaker global economy, the war in Iraq and the outbreak of the SARS illness.
These factors contributed to reduced spending for industrial capital equipment
in many of the industries that we serve. The favorable impact of foreign
currency translation accounted for 8.5% of the revenue increase for the second
quarter and 9.6% for the six months of 2003 compared to the same periods in
2002.
Gross profit as a percent of total revenues decreased to 39.7% in the
second quarter of 2003 and 40.0% in the first six months of 2003 from 42.6% for
the same periods in 2002. These decreases in gross profit were primarily due to
geographic and product sales mix and the weaknesses in capital equipment
spending described above, which led to fixed costs being absorbed over a smaller
revenue base.
Selling, general and administrative (SG&A) expenses increased by
$1,381,000 or 26.1% in the second quarter of 2003 and by $3,394,000 or 32.2% in
the first six months of 2003 compared to the same periods in 2002. These
increases in SG&A were primarily due to the addition of Penn Crusher and Jeffrey
and the effect of a weaker U.S. dollar, partially offset by lower spending
levels. As a percent of total revenues, SG&A was 29.5% in the second quarter and
30.3% in the first six months of 2003 compared to 31.4% in the same periods in
2002.
Research and development (R&D) expenditures increased by $92,000 or
15.7% in the second quarter of 2003 and by $57,000 or 4.4% in the first six
months of 2003 compared to the same periods in 2002. These increases in R&D were
primarily due to the effect of a weaker U.S. dollar, partially offset by lower
tooling costs in 2003. R&D expense as a percent of total revenues was 3.0% in
the second quarter of 2003 and 2.9% in the first six months of 2003 compared to
3.5% and 3.8% for the same periods in 2002.
Interest expense increased by $271,000 or 210% in the second quarter of
2003 and by $478,000 or 158% in the first six months of 2003 compared to the
same periods in 2002. These increases reflected the substantial debt incurred in
connection with the Penn Crusher acquisition, partially offset by lower interest
costs on other debt as a result of significant reductions in that debt which
were made in the last nine months of 2002.
-15-
Income before income taxes was $865,000 in the second quarter of 2003
and $1,700,000 in the first six months of 2003 compared to $814,000 and
$1,565,000 for the same periods in 2002. Income before income taxes improved
versus the same periods in 2002, primarily as a result of the Penn Crusher
acquisition.
The effective tax rate for the second quarter and first six months of
2003 was 30.1% and 28.1%, respectively, compared to 30.9% and 28.3% for the same
periods in 2002.
Our backlog at constant foreign exchange rates increased by 74.5% and
33.3% at the end of the second quarter of 2003 compared to December 28, 2002 and
June 29, 2002, respectively, due to the Penn Crusher acquisition, partially
offset in the comparison to June 29, 2002 by reduced backlog in our other
businesses resulting from the very weak environment for industrial capital
equipment spending that existed during the second half of 2002 and the first
half of 2003 in many of the industries that we serve.
LIQUIDITY AND CAPITAL RESOURCES
To finance the Penn Crusher acquisition described earlier, in January
2003 we borrowed $20,000,000 from two U.S. banks, and we also issued $4,000,000
in unsecured promissory notes to the former Penn Crusher stockholders.
We borrowed $5,000,000 from a U.S. bank through K-Tron's U.S.
manufacturing subsidiary, which loan was combined with an outstanding term loan
from that bank to that subsidiary and resulted in a $7,333,000 term loan.
Monthly principal payments of $83,000 plus interest at a fixed rate of 5.625% on
approximately half the loan and at a variable rate of one-month LIBOR plus 1.85%
on the other half (3.17% at June 28, 2003) began in February 2003, with the
final principal payment of approximately $2,416,000 plus interest being due in
January 2008. This loan is secured by substantially all of the assets of the
U.S. manufacturing subsidiary and is guaranteed by K-Tron International, Inc.
Penn Crusher borrowed $15,000,000 from another U.S. bank consisting of
an aggregate of $13,500,000 term debt ($10,000,000 with a five-year term and
$3,500,000 with a six-year term) and $1,500,000 under a five-year revolving
credit facility. Subject to certain conditions, the revolving credit facility
provides for up to an additional $2,000,000 of availability. Quarterly term debt
principal payments of $400,000 began March 31, 2003 and increase each year by
$62,500 per quarter (or $250,000 per year in the aggregate) through December 31,
2007, with final quarterly payments of $750,000 in 2008. Interest is based on
one- to six-month LIBOR plus 3% to 3.5%, and the 3% to 3.5% can be reduced to 2%
to 2.5% upon meeting certain financial ratios. In January 2003, Penn Crusher
entered into an interest rate swap related to the entire $10,000,000 five-year
term loan where interest will not exceed 6.11% for the full term of the loan and
can be reduced to 5.11% upon meeting certain financial ratios. The interest
rates on the $10,000,000 term loan, $3,500,000 term loan and $1,500,000
revolving credit facility were 6.11%, 4.91% and 4.34%, respectively, as of June
28, 2003. The Penn Crusher debt is guaranteed by Jeffrey and secured by
substantially all of the assets of Penn Crusher and Jeffrey, but it is not
guaranteed by any other K-Tron company (except by a non-recourse pledge of the
stock of Penn Crusher).
-16-
In addition, K-Tron International, Inc. issued $4,000,000 of unsecured
promissory notes to the former Penn Crusher stockholders as part of the Penn
Crusher purchase price, which notes are payable in three equal, annual
installments on the second, third and fourth anniversaries of the closing date.
Interest at 6% per annum is payable quarterly.
As stated previously, we expect to have sufficient cash flow to cover
all required principal and interest payments on the foregoing debt as well as on
K-Tron's other indebtedness for money borrowed.
Our capitalization at the end of the second quarter of 2003 and at the
end of fiscal years 2002 and 2001 is set forth below:
June 28, December 28, December 29,
(Dollars in Thousands) 2003 2002 2001
---- ---- ----
Short-term debt, including current
portion of long-term debt $ 3,471 $ 2,005 $ 2,186
Long-term debt 27,745 6,499 12,499
------- ------- -------
Total debt 31,216 8,504 14,685
Shareholders' equity 30,651 28,419 21,561
------- ------- -------
Total debt and shareholders' equity $61,867 $36,923 $36,246
(total capitalization)
======= ======= =======
Percent total debt to total capitalization 50% 23% 41%
Percent long-term debt to equity 91% 23% 58%
Percent total debt to equity 102% 30% 68%
Total debt increased by $22,712,000 in the first six months of 2003
($24,000,000 related to the Penn Crusher acquisition net of debt repayments of
$1,367,000 and a $79,000 increase due to the effect of the weaker U.S. dollar on
the translation of our foreign debt). At June 28, 2003 and subject to certain
conditions, we had $5,775,000 of unused borrowing availability under our U.S.
loan agreements and $7,012,000 of unused borrowing availability under our
foreign loan agreements.
At June 28, 2003, working capital was $18,282,000 compared to
$14,106,000 at December 28, 2002, and the ratio of current assets to current
liabilities at those dates was 1.99 and 1.93, respectively. The increase in
working capital was primarily due to the Penn Crusher acquisition.
In the first six months of 2003 and 2002, we utilized internally
generated funds to meet our working capital needs.
-17-
Net cash provided by operating activities was $5,203,000 in the first
six months of 2003 compared to $4,920,000 in the same period of 2002. The
increase in operating cash flow during the first six months of 2003 compared to
the same period in 2002 was primarily due to an increase in net income and
depreciation and amortization with net changes in assets and liabilities being
approximately the same.
Net cash used in investing activities in the first six months of 2003
was primarily for the acquisition of Penn Crusher and capital additions, while
in the first six months of 2002 net cash used in investing activities was
primarily for capital additions.
Cash provided by financing activities in the first six months of 2003
was primarily due to the borrowings related to the Penn Crusher acquisition net
of debt reduction, while cash used in financing activities in the same period of
2002 was primarily for debt reduction.
Of the total increase in shareholders' equity of $2,232,000 in the
first six months of 2003, $1,700,000 was from net income, $674,000 was from
changes in foreign exchange rates, particularly the strengthening of the Swiss
franc and euro versus the U.S. dollar, and $36,000 was from the issuance of
common stock related to the exercise of stock options, reduced by $178,000 which
was an unrealized loss net of taxes on an interest rate swap.
CONTRACTUAL OBLIGATIONS
We are obligated to make future payments under various contracts such
as debt agreements and lease agreements, and we are subject to certain other
commitments and contingencies. There have been no material changes to
Contractual Obligations as reflected in the Liquidity and Capital Resources
section of Management's Discussion and Analysis in the Company's annual report
on Form 10-K for the year ended December 28, 2002 (the "2002 Form 10-K"). Refer
to Notes 9 and 16 to the consolidated financial statements in the 2002 Form 10-K
for additional information on long-term debt and commitments and contingencies.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's discussion and analysis of our financial condition and
results of operations is based on the accounting policies used and disclosed in
our 2002 consolidated financial statements and accompanying notes that were
prepared in accordance with accounting principles generally accepted in the
United States of America and included as part of our 2002 Form 10-K. The
preparation of those financial statements required management to make estimates
and assumptions that affected the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
The significant accounting policies of the Company are described in
Note 2 to the 2002 consolidated financial statements, and the critical
accounting policies and estimates are described in Management's Discussion and
Analysis included in our 2002 Form 10-K. Information
-18-
concerning our implementation and impact of new accounting standards issued by
the Financial Accounting Standards Board (FASB) is included in the notes to the
2002 consolidated financial statements. Otherwise, we did not adopt an
accounting policy in the current period that had a material impact on our
financial condition, liquidity or results of operations.
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a safe harbor for forward-looking statements made by us or on our
behalf. We and our representatives may from time to time make written or oral
statements that are "forward-looking," including statements contained in this
report and other filings with the Securities and Exchange Commission, reports to
our shareholders and news releases. All statements that express expectations,
estimates, forecasts or projections are forward-looking statements within the
meaning of the Act. In addition, other written or oral statements which
constitute forward-looking statements may be made by us or on our behalf. Words
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "projects," "forecasts," "may," " should," variations of such words
and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions which are difficult to
predict. Therefore, actual outcomes and results may differ materially from what
is expressed or forecasted in or suggested by such forward-looking statements.
The forward-looking statements contained in this report include statements
regarding the effect of changes in foreign exchange rates on our business and
our ability to repay debt, including in particular the principal and interest
payments related to the Penn Crusher acquisition. We undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
A wide range of factors could materially affect our future performance
and financial and competitive position, including the following: (i) increasing
price and product/service competition by domestic and foreign competitors,
including new entrants; (ii) the mix of products/services sold by us; (iii)
rapid technological changes and developments and our ability to continue to
introduce competitive new products on a timely and cost-effective basis; (iv)
changes in U.S. and global financial and currency markets, including significant
interest rate and foreign currency exchange rate fluctuations; (v) protection
and validity of patent and other intellectual property rights held by us and our
competitors; (vi) the cyclical nature of our business as a capital goods
supplier; (vii) possible future litigation and governmental proceedings; (viii)
the availability of financing and financial resources in the amounts, at the
times and on the terms required to support our future business, including
capacity expansions and possible acquisitions; (ix) the loss of key customers,
employees or suppliers; (x) the failure to carry out marketing and sales plans;
(xi) the failure to integrate acquired businesses without substantial costs,
delays or other operational or financial problems; (xii) economic, business and
regulatory conditions and changes which may affect the level of new investments
and purchases made by customers, including general economic and business
conditions that are less favorable than expected; (xiii) domestic and
international political, economic and health conditions, including wars such as
the Iraq war and the outbreak of diseases such as the SARS illness, which may
disrupt the global economy or important regional economies; and (xiv) the
outcome of any legal proceeding in which we are involved.
-19-
This list of factors that may affect our future performance and
financial and competitive position and also the accuracy of forward-looking
statements is illustrative, but it is by no means exhaustive. Accordingly, all
forward-looking statements should be evaluated with the understanding of their
inherent uncertainty.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable
ITEM 4. CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures as of the end of the period covered by this report have been designed
and are functioning effectively to provide reasonable assurance that the
information required to be disclosed by the Company in reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms. The Company believes that a controls system, no matter how well
designed and operated, cannot provide absolute assurance that the objectives of
the controls system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a
company have been detected.
(b) Change in Internal Control over Financial Reporting
No change in the Company's internal control over financial reporting
occurred during the Company's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
-20-
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Annual Meeting of Shareholders of the Company was held on May 16,
2003.
(b) Not applicable
(c) Shareholders of the Company were asked to vote on a proposal to elect
one Class II director. The Board of Directors nominated Robert A. Engel
as the Class II director. There were no other nominations. Mr. Engel
was then elected as the Class II director, with the result of the vote
being as follows:
Number of Votes
---------------
For Withheld
--- --------
Robert A. Engel 2,166,979 22,834
Directors are elected by a plurality of the votes cast; therefore,
votes cast in the election could not be recorded against or as an
abstention, nor could broker non-votes be recorded.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
10.1 Amendment No. 1 dated May 12, 2003 to Credit Agreement dated
January 3, 2003 among Pennsylvania Crusher Corporation, the
Lenders party to that Credit Agreement and National City Bank,
as Agent
99.1 Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
99.3 Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
99.4 Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
Current Report on Form 8-K dated April 17, 2003 and filed with the
Securities and Exchange Commission on April 21, 2003 reporting first
quarter 2003 financial results.
-21-
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.
K-TRON INTERNATIONAL, INC.
Date: August 6, 2003 By: /s/ Ronald R. Remick
--------------------
Ronald R. Remick
Senior Vice President & Chief
Financial Officer
(Duly authorized officer and principal
financial officer of the registrant)
By: /s/Alan R. Sukoneck
-------------------
Alan R. Sukoneck
Vice President, Chief Accounting
& Tax Officer
(Duly authorized officer and principal
accounting officer of the registrant)
-22-
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10.1 Amendment No. 1 dated May 12, 2003 to Credit Agreement dated January
3, 2003 among Pennsylvania Crusher Corporation, the Lenders party to
that Credit Agreement and National City Bank, as Agent
99.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
99.3 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.4 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002