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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 September 27, 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 Identification #)
or Organization)
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 Former Fiscal Year, if Changed Since Last
Report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
--- ---
The Registrant had 2,443,354 shares of Common Stock outstanding as of November
10, 2003.
K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I FINANCIAL INFORMATION
Item 1 Financial Statements.
Consolidated Balance Sheets 1
September 27, 2003 (Unaudited) and December 28, 2002
Consolidated Statements of Income 2
& Retained Earnings (Unaudited) for the Three and Nine
Months Ended September 27, 2003 and September 28, 2002
Consolidated Statements of Cash Flows (Unaudited) 3
for the Nine Months Ended September 27, 2003
and September 28, 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 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)
September 27, December 28,
2003 2002
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,609 $ 2,694
Accounts receivable, net of allowance for
doubtful accounts of $729 and $716 15,080 15,275
Inventories 12,996 9,318
Deferred income taxes 169 169
Prepaid expenses and other current assets 1,645 1,775
-------- --------
Total current assets 36,499 29,231
PROPERTY, PLANT AND EQUIPMENT, net 25,867 16,170
PATENTS, net 1,941 767
GOODWILL, net 2,053 2,053
OTHER INTANGIBLES, net 8,946 --
NOTES RECEIVABLE AND OTHER ASSETS 2,078 2,238
-------- --------
Total assets $ 77,384 $ 50,459
======== ========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 3,047 $ 2,005
Accounts payable 4,380 4,934
Accrued expenses and other current liabilities 8,053 5,845
Accrued commissions 1,613 1,532
Customer advances 1,176 809
-------- --------
Total current liabilities 18,269 15,125
LONG-TERM DEBT, net of current portion 26,624 6,499
OTHER NON-CURRENT LIABILITIES 202 --
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 4,445,928 shares and 4,433,342 shares 44 44
Paid-in capital 16,861 16,701
Retained earnings 41,378 38,768
Accumulated other comprehensive income 1,104 420
-------- --------
59,387 55,933
Treasury stock, 2,002,574 shares - at cost (27,514) (27,514)
-------- --------
Total shareholders' equity 31,873 28,419
-------- --------
Total liabilities and shareholders' equity $ 77,384 $ 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 Nine Months Ended
------------------------------ -----------------------------
September 27, September 28, September 27, September 28,
2003 2002 2003 2002
------- ------- ------- -------
REVENUES $22,158 $16,905 $68,217 $50,560
COST OF REVENUES 12,988 9,969 40,608 29,294
------- ------- ------- -------
Gross Profit 9,170 6,936 27,609 21,266
OPERATING EXPENSES:
Selling, general & administrative 6,761 5,057 20,708 15,610
Research and development 615 603 1,964 1,895
------- ------- ------- -------
7,376 5,660 22,672 17,505
------- ------- ------- -------
Operating Income 1,794 1,276 4,937 3,761
INTEREST EXPENSE 429 104 1,209 406
------- ------- ------- -------
Income before income taxes 1,365 1,172 3,728 3,355
INCOME TAX PROVISION 455 336 1,118 954
------- ------- ------- -------
NET INCOME 910 836 2,610 2,401
RETAINED EARNINGS
Beginning of period 40,468 37,049 38,768 35,484
------- ------- ------- -------
End of period $41,378 $37,885 $41,378 $37,885
======= ======= ======= =======
EARNINGS PER SHARE
Basic $ 0.37 $ 0.34 $ 1.07 $ 0.99
======= ======= ======= =======
Diluted $ 0.36 $ 0.34 $ 1.05 $ 0.97
======= ======= ======= =======
See Notes to Consolidated Financial Statements
-2-
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Nine Months Ended
-------------------------------
September 27, September 28,
2003 2002
---- ----
OPERATING ACTIVITIES:
Net income $ 2,610 $ 2,401
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 2,167 2,109
Changes in assets and liabilities:
Accounts receivable, net 3,675 845
Inventories 1,092 1,298
Prepaid expenses and other current assets 431 (483)
Other assets 311 (91)
Accounts payable (1,728) 163
Accrued expenses and other current liabilities (464) 1,324
-------- --------
Net cash provided by operating activities 8,094 7,566
-------- --------
INVESTING ACTIVITIES:
Business acquired, net of cash acquired (18,988) --
Capital expenditures (2,611) (1,594)
Other (21) (51)
-------- --------
Net cash used in investing activities (21,620) (1,645)
-------- --------
FINANCING ACTIVITIES:
Net repayments under notes payable to banks (342) (1,677)
Proceeds from issuance of long-term debt 20,000 752
Principal payments on long-term debt (2,583) (4,263)
Proceeds from issuance of common stock 160 4
-------- --------
Net cash provided by (used in) financing activities 17,235 (5,184)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS 206 289
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,915 1,026
-------- --------
CASH AND CASH EQUIVALENTS
Beginning of period 2,694 2,214
-------- --------
End of period $ 6,609 $ 3,240
======== ========
See Notes to Consolidated Financial Statements
-3-
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 27, 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 third quarter and first nine months
ended September 28, 2002 would have been approximately $25.7 million and
$77.4 million, $1.3 million and $3.8 million, and $0.51 per share and
$1.53 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
-4-
identified intangibles, 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 for the periods indicated or of the results that may be obtained
in the future.
3. New Accounting Pronouncements
In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS 150 established standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity. SFAS 150 requires an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). SFAS 150 is effective for all financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at
the beginning of the first interim period beginning after June 15, 2003.
This statement did not have a material impact on the Company's
consolidated financial position or results of operations.
4. Intangible Assets
September 27, 2003 December 28, 2002
--------------------------- ----------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
------ ------------ ------ ------------
Amortized intangible assets
Patents $2,777 $ 836 $1,486 $ 719
Drawings 3,550 93 -- --
------ ------ ------
$6,327 $ 929 $1,486 $ 719
====== ====== ====== ======
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 nine-month periods ended
September 27, 2003 and September 28, 2002 was $210 thousand and $64
thousand, respectively.
-5-
5. 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 nine-month periods ended September 27, 2003
and September 28, 2002 was $1.096 million and $434 thousand, respectively,
and for income taxes was $352 thousand and a cash refund of $116 thousand,
respectively.
6. Inventories
Inventories consist of the following:
September 27, December 28,
2003 2002
---- ----
(in thousands)
Components $11,226 $ 8,064
Work-in-process 1,706 1,151
Finished goods 64 103
------- -------
$12,996 $ 9,318
======= =======
7. 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 nine-month period ended
September 27, 2003 and year ended December 28, 2002.
September 27, December 28,
2003 2002
---- ----
(in thousands)
Beginning balance $ 687 $ 662
Accrued warranty of acquired business 553 --
Accrual 903 1,151
Expense (1,058) (1,216)
Foreign exchange adjustment 16 90
------- -------
Ending balance $ 1,101 $ 687
======= =======
-6-
8. Long-Term Debt
Long-term debt consists of the following:
September 27, December 28,
2003 2002
---- ----
(in thousands)
U.S. mortgage, interest at 6.45% $ 2,090 $ 2,197
U.S. lines of credit, interest at 3.75% to 4.19% 1,135 --
U.S. term facilities, interest at 2.96% to 6.11% 18,967 2,188
Unsecured notes payable, interest at 6% 4,000 --
Swiss facilities, interest at 1.7% to 3.5% 2,606 2,697
Other 873 1,422
-------- --------
$ 29,671 $ 8,504
Less current portion (3,047) (2,005)
-------- --------
$ 26,624 $ 6,499
======== ========
The above long-term debt should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
for the third quarter ended September 27, 2003, which describes the
January 2, 2003 financing for the acquisition of Pennsylvania Crusher
Corporation.
9. Earnings Per Share
The Company's basic and diluted earnings per share are calculated as
follows:
For the Three Months Ended September 27, 2003
---------------------------------------------
(Dollars and Shares in Thousands
except Per Share Data) Net Income Available
To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
Basic $ 910 2,439 $0.37
Common Share Equivalent
of Outstanding Options -- 69 (0.01)
----- ----- -----
Diluted $ 910 2,508 $0.36
===== ===== =====
-7-
For the Three Months Ended September 28, 2002
---------------------------------------------
(Dollars and Shares in
Thousands except Per Share Net Income Available
Data) To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
Basic $ 836 2,432 $ 0.34
Common Share Equivalent -- 36 (0.00)
of Outstanding Options ----- ----- -----
$ 836 2,468 $ 0.34
Diluted ===== ===== =====
For the Nine Months Ended September 27, 2003
--------------------------------------------
(Dollars and Shares in
Thousands except Per Share
Data) Net Income Available
To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
Basic $2,610 2,434 $1.07
Common Share Equivalent
of Outstanding Options -- 60 (0.02)
------ ------ -----
Diluted $2,610 2,494 $1.05
====== ====== =====
For the Nine Months Ended September 28, 2002
--------------------------------------------
(Dollars and Shares
in Thousands except Per Share Net Income Available
Data) To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
Basic $2,401 2,432 $0.99
Common Share Equivalent
of Outstanding Options -- 31 (0.02)
------ ------ -----
Diluted $2,401 2,463 $0.97
====== ====== =====
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.
-8-
10. 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 September 27, 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.
(in thousands, except per share) Three Months Ended Nine Months Ended
----------------------------- -----------------------------
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
2003 2002 2003 2002
---- ---- ---- ----
Net income - as reported $ 910 $ 836 $ 2,610 $ 2,401
Net income - pro forma 871 752 2,432 2,133
Basic earnings per share - as reported 0.37 0.34 1.07 0.99
Basic earnings per share - pro forma 0.36 0.31 1.00 0.88
Diluted earnings per share - as reported 0.36 0.34 1.05 0.97
Diluted earnings per share - pro forma 0.35 0.30 0.98 0.87
-9-
11. Comprehensive Income
Comprehensive income is the total of net income, the change in the
unrealized gain or loss on the Company's interest rate swap, net of tax,
and the change in foreign currency translation adjustments, all for a
given period, which are the Company's only non-owner changes in equity.
For the three- and nine-month periods ending September 27, 2003 and
September 28, 2002, the following table sets forth the Company's
comprehensive income:
(in thousands) Three Months Ended Nine Months Ended
-------------------------- ----------------------------
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
2003 2002 2003 2002
------- ------- ------- -------
Net Income $ 910 $ 836 $ 2,610 $ 2,401
Unrealized gain (loss) on
interest rate swap, net of tax 56 -- (122) --
Foreign currency translation
adjustments 132 (143) 806 1,949
------- ------- ------- -------
Comprehensive Income $ 1,098 $ 693 $ 3,294 $ 4,350
======= ======= ======= =======
12. 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 nine
months ended September 27, 2003 and September 28, 2002, the following
tables set forth the Company's segment information:
EMEA/ Elimi- Consoli-
Americas Asia nations dated
-------- ---- ------- -----
(in thousands)
THREE MONTHS ENDED
September 27, 2003
Revenues
Sales to unaffiliated customers $ 14,391 $ 7,767 $ -- $ 22,158
Sales to affiliates 806 605 (1,411) --
-------- -------- -------- --------
Total sales $ 15,197 $ 8,372 $ (1,411) $ 22,158
======== ======== ======== ========
Operating income (loss) $ 1,992 $ (208) $ 10 $ 1,794
======== ======== ========
Interest expense (429)
--------
Income before income taxes $ 1,365
========
-10-
EMEA/ Elimi- Consoli-
Americas Asia nations dated
-------- ---- ------- -----
(in thousands)
THREE MONTHS ENDED
September 28, 2002
Revenues
Sales to unaffiliated customers $ 6,591 $10,314 $ -- $16,905
Sales to affiliates 837 585 (1,422) --
------- ------- ------- -------
Total sales $ 7,428 $10,899 $(1,422) $16,905
======= ======= ======= =======
Operating income $ 118 $ 1,118 $ 40 $ 1,276
======= ======= =======
Interest expense (104)
-------
Income before income taxes $ 1,172
=======
EMEA/ Elimi- Consoli-
Americas Asia nations dated
-------- ---- ------- -----
(in thousands)
NINE MONTHS ENDED
September 27, 2003
Revenues
Sales to unaffiliated customers $ 40,799 $ 27,418 $ -- $ 68,217
Sales to affiliates 2,118 1,623 (3,741) --
-------- -------- -------- --------
Total sales $ 42,917 $ 29,041 $ (3,741) $ 68,217
======== ======== ======== ========
Operating income $ 3,800 $ 1,146 $ (9) $ 4,937
======== ======== ========
Interest expense (1,209)
--------
Income before income taxes $ 3,728
========
EMEA/ Elimi- Consoli-
Americas Asia nations dated
-------- ---- ------- -----
(in t housands)
NINE MONTHS ENDED
September 28, 2002
Revenues
Sales to unaffiliated customers $ 21,131 $ 29,429 $ -- $ 50,560
Sales to affiliates 2,749 1,383 (4,132) --
-------- -------- -------- --------
Total sales $ 23,880 $ 30,812 $ (4,132) $ 50,560
======== ======== ======== ========
Operating income $ 1,393 $ 2,328 $ 40 $ 3,761
======== ======== ========
Interest expense (406)
--------
Income before income taxes $ 3,355
========
-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
third quarter or first nine months of 2003 or 2002 mean the quarter or
nine-month period ended September 27, 2003 or September 28, 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 was 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.
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 annual report on Form 10-K
for the year ended December 28, 2002 (the "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.
-12-
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 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.
RESULTS OF OPERATIONS
For the third quarter and first nine months of 2003, we reported net
income of $910,000 and $2,610,000, respectively, compared to $836,000 and
$2,401,000 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 40% and 58% of our first nine months of
2003 and 2002 revenues, respectively, from products manufactured in, and
services performed from, our facilities located outside the 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
nine 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 Nine Months Ended
------------------------ --------------------------
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
2003 2002 2003 2002
---- ---- ---- ----
Total revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 58.6 59.0 59.5 57.9
------ ------ ------ ------
Gross profit 41.4 41.0 40.5 42.1
Selling, general and administrative 30.5 29.9 30.4 30.9
Research and development 2.8 3.6 2.9 3.8
------ ------ ------ ------
Operating income 8.1 7.5 7.2 7.4
Interest 1.9 0.6 1.8 0.8
------ ------ ------ ------
Income before income taxes 6.2% 6.9% 5.4% 6.6%
====== ====== ====== ======
-13-
The following table summarizes our order backlog as of the dates
indicated, all adjusted to September 27, 2003 foreign exchange rates:
(Dollars in Thousands) September 27, 2003 December 28, 2002 September 28, 2002
Order backlog $17,837 $ 8,765 $11,034
The September 27, 2003 order backlog includes $6,366,000 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. 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.
-14-
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 third quarter and first nine
months of 2003 and 2002, the changes in certain key exchange rates were as
follows:
Three Months Ended Nine Months Ended
--------------------------- ----------------------------
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
2003 2002 2003 2002
-------- -------- -------- --------
Average U.S. dollar equivalent of
one Swiss franc 0.730 0.672 0.737 0.633
% change vs. prior year +8.6% +16.4%
Average U.S. dollar equivalent of
one euro 1.127 0.983 1.113 0.928
% change vs. prior year +14.6% +19.9%
Average U.S. dollar equivalent of
one British pound sterling 1.612 1.549 1.611 1.480
% change vs. prior year +4.1% +8.9%
Average Swiss franc equivalent of
one euro 1.544 1.463 1.510 1.466
% change vs. prior year +5.5% +3.0%
Average Swiss franc equivalent of
one British pound sterling 2.208 2.305 2.186 2.338
% change vs. prior year -4.2% -6.5%
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, approximately 40% of our revenues in the first nine months of 2003
were from products manufactured in, and services performed from, our facilities
outside the United States, so that we continue to have significant sensitivity
to foreign exchange rate changes.
Total revenues increased by $5,253,000 or 31.1% in the third quarter of
2003 and by $17,657,000 or 34.9% in the first nine months of 2003 compared to
the same periods in 2002. This increase in revenues was primarily attributable
to a full nine months of revenues in 2003 from the January 2, 2003 acquisition
of Penn Crusher and Jeffrey ($8,607,000 from Penn Crusher and Jeffrey for the
third quarter and $23,520,000 for the first nine 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
-15-
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
approximately 2.7% of the 31.1% revenue increase for the third quarter and
approximately 5.9% of the 34.9% revenue increase for the nine months of 2003
compared to the same periods in 2002.
Gross profit as a percent of total revenues increased to 41.4% in the
third quarter of 2003 as compared to 41.0% for the same period in 2002 and
decreased to 40.5% in the first nine months of 2003 from 42.1% for the same
period in 2002. These changes in gross profit were primarily due to geographic
and product sales mix.
Selling, general and administrative (SG&A) expenses increased by
$1,704,000 or 33.7% in the third quarter of 2003 and by $5,098,000 or 32.7% in
the first nine 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 30.5% in the third quarter and
30.4% in the first nine months of 2003 compared to 29.9% and 30.9%,
respectively, in the same periods in 2002.
Research and development (R&D) expenditures increased by $12,000 or 2.0%
in the third quarter of 2003 and by $69,000 or 3.6% in the first nine 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 2.8% in the third
quarter of 2003 and 2.9% in the first nine months of 2003 compared to 3.6% and
3.8%, respectively, for the same periods in 2002.
Interest expense increased by $325,000 or 313% in the third quarter of
2003 and by $803,000 or 198% in the first nine 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.
Income before income taxes was $1,365,000 in the third quarter of 2003 and
$3,728,000 in the first nine months of 2003 compared to $1,172,000 and
$3,355,000, respectively, 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 rates for the third quarter and first nine months of
2003 were 33.3% and 30.0%, respectively, compared to 28.7% and 28.4% for the
same periods in 2002. The increases were the result of a higher percentage of
U.S. income in 2003.
Our backlog at constant foreign exchange rates increased by 103.5% and
61.7% at the end of the third quarter of 2003 compared to December 28, 2002 and
September 28, 2002, respectively, primarily due to the Penn Crusher acquisition.
Excluding the Penn Crusher backlog, our backlog at constant foreign exchange
rates increased by 30.9% and 4.0% at the end of the third quarter of 2003
compared to December 28, 2002 and September 28, 2002, respectively, primarily
within EMEA/Asia.
-16-
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 our 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 (2.96% at September 27, 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.
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 $3,500,000 of total availability, with $500,000 borrowed
under the facility as of September 27, 2003. 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 revolving credit facility
were 6.11%, 4.60% and 4.19%, respectively, as of September 27, 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).
In addition, we 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 our
other indebtedness for money borrowed.
-17-
Our capitalization at the end of the third quarter of 2003 and at the end
of fiscal years 2002 and 2001 is set forth below:
September 27, December 28, December 29,
(Dollars in Thousands) 2003 2002 2001
------- ------- -------
Short-term debt, including current
portion of long-term debt $ 3,047 $ 2,005 $ 2,186
Long-term debt 26,624 6,499 12,499
------- ------- -------
Total debt 29,671 8,504 14,685
Shareholders' equity 31,873 28,419 21,561
------- ------- -------
Total debt and shareholders' equity $61,544 $36,923 $36,246
======= ======= =======
(total capitalization)
Percent total debt to total capitalization 48% 23% 41%
Percent long-term debt to equity 84% 23% 58%
Percent total debt to equity 93% 30% 68%
Total debt increased by $21,167,000 in the first nine months of 2003
($24,000,000 related to the Penn Crusher acquisition net of debt repayments of
$2,925,000 and a $92,000 increase due to the effect of the weaker U.S. dollar on
the translation of our foreign debt). At September 27, 2003 and subject to
certain conditions, we had $6,366,000 of unused borrowing availability under our
U.S. loan agreements and $5,466,000 of unused borrowing availability under our
foreign loan agreements.
At September 27, 2003, working capital was $18,230,000 compared to
$14,106,000 at December 28, 2002, and the ratio of current assets to current
liabilities at those dates was 2.00 and 1.93, respectively. The increase in
working capital was primarily due to the Penn Crusher acquisition.
In the first nine months of 2003 and 2002, we utilized internally
generated funds to meet our working capital needs.
Net cash provided by operating activities was $8,094,000 in the first nine
months of 2003 compared to $7,566,000 in the same period of 2002. The increase
in operating cash flow during the first nine months of 2003 compared to the same
period in 2002 was primarily due to an increase in income before depreciation
and amortization as well as collection of accounts receivable partially offset
by payments of accounts payable.
Net cash used in investing activities in the first nine months of 2003 was
primarily for the acquisition of Penn Crusher and capital additions, while in
the first nine months of 2002, net cash used in investing activities was
primarily for capital additions.
-18-
Cash provided by financing activities in the first nine 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 $3,454,000 in the first
nine months of 2003, $2,610,000 was from net income, $806,000 was from changes
in foreign exchange rates, particularly the strengthening of the Swiss franc and
euro versus the U.S. dollar, and $160,000 was from the issuance of common stock
related to the exercise of stock options, reduced by $122,000 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 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.
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
-19-
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.
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 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
10.1 Loan Modification Agreement dated July 9, 2003 between K-Tron
America, Inc. and The Bank
31.1 Certification of Chief Executive Officer required by Rule
13a-14(a) under the Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer required by Rule
13a-14(a) under the Securities Exchange Act of 1934
32.1 Certification of Chief Executive Officer required by Rule
13a-14(b) under the Securities Exchange Act of 1934
32.2 Certification of Chief Financial Officer required by Rule
13a-14(b) under the Securities Exchange Act of 1934
(b) Reports on Form 8-K.
Current Report on Form 8-K dated July 17, 2003 and furnished to the
Securities and Exchange Commission on July 22, 2003 reporting second
quarter 2003 financial results.
Current Report on Form 8-K dated August 13, 2003, and furnished to
the Securities and Exchange Commission on August 20, 2003, as
amended by Current Report on Form 8-K-A dated August 25, 2003 and
furnished to the Securities and Exchange Commission on August 25,
2003 reporting a change in K-Tron's independent public accountants.
-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: November 10, 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 Loan Modification Agreement dated July 9, 2003 between K-Tron
America, Inc. and The Bank
31.1 Certification of Chief Executive Officer required by Rule
13a-14(a) under the Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer required by Rule
13a-14(a) under the Securities Exchange Act of 1934
32.1 Certification of Chief Executive Officer required by Rule
13a-14(b) under the Securities Exchange Act of 1934
32.2 Certification of Chief Financial Officer required by Rule
13a-14(b) under the Securities Exchange Act of 1934