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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 October 2, 2004
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 (I.R.S. Employer Identification #)
Incorporation 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 Exchange Act).
Yes [ ] No [X]
The Registrant had 2,518,242 shares of Common Stock outstanding as of November
4, 2004.
K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets
October 2, 2004 (Unaudited) and January 3, 2004 1
Consolidated Statements of Income and Retained
Earnings (Unaudited) for the Three and Nine Months
Ended October 2, 2004 and September 27, 2003 2
Consolidated Statements of Cash Flows (Unaudited)
for the Nine Months Ended October 2, 2004 and
September 27, 2003 3
Notes to Consolidated Financial Statements (Unaudited) 4 - 10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations. 11 - 18
Item 3. Quantitative and Qualitative Disclosures About
Market Risk. 18
Item 4. Controls and Procedures. 18 - 19
PART II. OTHER INFORMATION
Item 6. Exhibits. 19
SIGNATURES 20
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands except Share Data)
(Unaudited)
October 2, January 3,
2004 2004
--------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 10,644 $ 4,506
Accounts receivable, net of allowance for doubtful accounts of $698 and $820 20,318 19,273
Inventories, net 15,031 13,566
Deferred income taxes 442 442
Prepaid expenses and other current assets 2,011 1,698
--------- ---------
Total current assets 48,446 39,485
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, net 24,356 26,916
PATENTS, net 1,771 1,893
GOODWILL 2,053 2,053
OTHER INTANGIBLES, net 10,039 10,218
NOTES RECEIVABLE AND OTHER ASSETS 2,271 2,111
DEFERRED INCOME TAXES 378 405
--------- ---------
Total assets $ 89,314 $ 83,081
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 47 $ --
Current portion of long-term debt 4,026 3,541
Accounts payable 6,161 6,361
Accrued expenses and other current liabilities 10,885 8,518
Accrued commissions 1,796 1,393
Customer advances 2,464 1,757
Deferred income taxes 794 794
--------- ---------
Total current liabilities 26,173 22,364
--------- ---------
LONG-TERM DEBT, net of current portion 21,770 24,574
DEFERRED INCOME TAXES 947 947
OTHER NON-CURRENT LIABILITIES 15 82
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 4,520,816 shares and 4,449,928 shares 45 44
Paid-in capital 17,956 16,922
Retained earnings 46,864 42,491
Accumulated other comprehensive income 3,058 3,171
--------- ---------
67,923 62,628
Treasury stock, 2,002,574 shares - at cost (27,514) (27,514)
--------- ---------
Total shareholders' equity 40,409 35,114
--------- ---------
Total liabilities and shareholders' equity $ 89,314 $ 83,081
========= =========
See Notes to Consolidated Financial Statements
-1-
K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Dollars in Thousands except Per Share Data)
(Unaudited)
Three Months Ended Nine Months Ended
-------------------------- --------------------------
October 2, September 27, October 2, September 27,
2004 2003 2004 2003
----------- ----------- ----------- ------------
REVENUES $ 28,644 $ 22,158 $ 82,027 $ 68,217
COST OF REVENUES 17,340 12,988 48,189 40,608
----------- ----------- ----------- -----------
Gross profit 11,304 9,170 33,838 27,609
OPERATING EXPENSES:
Selling, general and administrative 8,151 6,761 24,885 20,708
Research and development 624 615 1,861 1,964
----------- ----------- ----------- -----------
8,775 7,376 26,746 22,672
----------- ----------- ----------- -----------
Operating income 2,529 1,794 7,092 4,937
INTEREST (EXPENSE) (294) (429) (1,008) (1,209)
GAIN ON SALE OF OFFICE BUILDING -- -- 164 --
----------- ----------- ----------- -----------
Income before income taxes 2,235 1,365 6,248 3,728
INCOME TAX PROVISION 673 455 1,875 1,118
----------- ----------- ----------- -----------
NET INCOME 1,562 910 4,373 2,610
RETAINED EARNINGS
Beginning of period 45,302 40,468 42,491 38,768
----------- ----------- ----------- -----------
End of period $ 46,864 $ 41,378 $ 46,864 $ 41,378
=========== =========== =========== ===========
EARNINGS PER SHARE
Basic $ 0.62 $ 0.37 $ 1.76 $ 1.07
=========== =========== =========== ===========
Diluted $ 0.59 $ 0.36 $ 1.68 $ 1.05
=========== =========== =========== ===========
Weighted average common shares
outstanding 2,512,000 2,439,000 2,489,000 2,434,000
=========== =========== =========== ===========
Weighted average common and
common equivalents shares
outstanding 2,631,000 2,508,000 2,604,000 2,494,000
=========== =========== =========== ===========
See Notes to Consolidated Financial Statements
-2-
K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Nine Months Ended
--------------------------
October 2, September 27,
2004 2003
-------- --------
OPERATING ACTIVITIES:
Net income $ 4,373 $ 2,610
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on disposition of asset (164) --
Depreciation and amortization 3,087 2,167
Changes in assets and liabilities:
Accounts receivable, net (1,127) 3,675
Inventories, net (1,504) 1,092
Prepaid expenses and other current assets (192) 431
Other assets 182 311
Accounts payable 282 (1,728)
Accrued expenses and other current liabilities 3,175 (464)
-------- --------
Net cash provided by operating activities 8,112 8,094
-------- --------
INVESTING ACTIVITIES:
Proceeds from disposition of assets 996 --
Business acquired, net of cash acquired -- (18,988)
Capital expenditures (1,079) (2,611)
Other (54) (21)
-------- --------
Net cash used in investing activities (137) (21,620)
-------- --------
FINANCING ACTIVITIES:
Net borrowings under notes payable to banks 1,412 (342)
Proceeds from issuance of long-term debt 4,000 20,000
Principal payments on long-term debt (7,693) (2,583)
Proceeds from issuance of common stock 516 160
-------- --------
Net cash (used in) provided by financing activities (1,765) 17,235
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (72) 206
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 6,138 3,915
-------- --------
CASH AND CASH EQUIVALENTS
Beginning of period 4,506 2,694
-------- --------
End of period $ 10,644 $ 6,609
======== ========
See Notes to Consolidated Financial Statements
-3-
K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 2, 2004
(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"). 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.
Certain reclassifications were made to the prior year's consolidated
financial statements to conform them to the current period presentation.
The unaudited financial statements herein should be read in conjunction
with the Company's annual report on Form 10-K for the year ended January
3, 2004 which was previously filed with the Securities and Exchange
Commission.
2. New Accounting Pronouncements
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). In general, a variable interest
entity is a corporation, partnership, trust or any other legal structure
used for business purposes that either (a) does not have equity investors
with voting rights or (b) has equity investors that do not provide
sufficient financial resources for the entity to support its activities.
FIN 46 requires certain variable interest entities to be consolidated by
the primary beneficiary of the entity if the investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The
consolidation requirements of FIN 46 apply immediately to variable
interest entities created after January 31, 2003. The adoption of the
provisions of FIN 46 effective February 1, 2003 did not have a material
impact on the Company's consolidated financial statements since the
Company did not at that time have, and has not since that time had, any
variable interest entities. In December 2003, the FASB issued FIN 46R with
respect to variable interest entities created before January 31, 2003
which, among other things, revised the implementation date to the first
fiscal year or interim period ending after March 15, 2004, with the
exception of Special Purpose Entities ("SPEs"). The consolidation
requirements apply to all SPEs in the first fiscal year or interim period
ending after December 15, 2003. The Company's adoption of the provisions
of FIN 46R effective January 3, 2004 did not have a material impact on the
Company's consolidated financial statements since the Company did not at
that time have, and has not since that time had, any SPEs.
-4-
3. 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 October 2, 2004 and
September 27, 2003 was $1,033,000 and $1,096,000, respectively, and for
income taxes was $823,000 and $352,000, respectively.
4. Inventories
Inventories consist of the following:
October 2, January 3,
2004 2004
---------- ----------
(in thousands)
Components $ 14,188 $ 13,676
Work-in-process 2,310 1,635
Finished goods 112 62
Inventory reserves (1,579) (1,807)
-------- --------
$ 15,031 $ 13,566
======== ========
5. Intangible Assets
October 2, 2004 January 3, 2004
--------------- ---------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
------- ------------- -------- ------------
(in thousands)
Amortized intangible assets
Patents $ 2,794 $ 1,023 $ 2,780 $ 887
Drawings 3,550 177 3,550 71
Customer Relationships 4,898 122 4,898 49
------- ------- ------- -------
$11,242 $ 1,322 $11,228 $ 1,007
======= ======= ======= =======
Unamortized intangible assets
Trademarks and tradenames $ 1,890 $ 1,890
======= ========
The amortized intangible assets are being amortized on the straight-line
basis (half-year expense in the year of acquisition) over the expected
period of benefits, which is 17 to 50 years. The amortization expense of
intangible assets for the nine-month periods ended October 2, 2004 and
September 27, 2003 was $315,000 and $210,000, respectively.
-5-
6. Accrued Warranty
The Company offers a one-year 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 an analysis of accrued warranty for the nine-month periods ended
October 2, 2004 and September 27, 2003.
October 2, September 27,
2004 2003
-------- -------------
(in thousands)
Beginning balance $ 967 $ 687
Accrued warranty of acquired business -- 553
Accrual of warranty expense 1,336 903
Warranty costs incurred (1,300) (1,058)
Foreign exchange adjustment (3) 16
------- -------
Ending balance $ 1,000 $ 1,101
======= =======
7. Long-Term Debt
Long-term debt consists of the following, with the interest rates
indicated being those in effect at October 2, 2004:
October 2, January 3,
2004 2004
---------- ----------
(in thousands)
U.S. mortgage, interest at 6.45% $ 1,937 $ 2,052
U.S. line of credit, interest at 4.25% 3,300 1,935
U.S. term facilities, interest at 3.48% to 5.75% 20,179 18,317
Unsecured notes payable -- 4,000
Swiss facilities -- 1,211
Other 380 600
-------- --------
25,796 28,115
Less current portion (4,026) (3,541)
-------- --------
$ 21,770 $ 24,574
======== ========
8. Earnings Per Share
The Company previously adopted SFAS No. 128, "Earnings Per Share", which
requires that the Company report Basic and Diluted Earnings Per Share.
Basic Earnings Per Share represents net income less preferred dividends
divided by the weighted average number of common shares outstanding.
Diluted Earnings Per Share is calculated similarly, except that the
denominator includes the weighted average number of common shares
outstanding plus the dilutive effect of options, warrants, convertible
securities and other instruments with dilutive effects if exercised.
The Company's Diluted Earnings Per Share shown in the table below are
based on the weighted average number of common and common equivalent
shares outstanding during
-6-
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.
The Company's Basic and Diluted Earnings Per Share are calculated as
follows:
For the Three Months Ended October 2, 2004
------------------------------------------
Net Income Available
(Dollars and Shares in Thousands To Common Earnings
except Per Share Data) Shareholders Shares Per Share
- -------------------------------- -------------------- ------ ---------
Basic $1,562 2,512 $0.62
Common Share Equivalent
of Outstanding Options -- 119 (0.03)
------ ------ -----
Diluted $1,562 2,631 $0.59
====== ====== =====
For the Three Months Ended September 27, 2003
---------------------------------------------
Net Income Available
(Dollars and Shares in Thousands To Common Earnings
except Per Share Data) 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
==== ====== =====
For the Nine Months Ended October 2, 2004
-----------------------------------------
Net Income Available
(Dollars and Shares in Thousands To Common Earnings
except Per Share Data) Shareholders Shares Per Share
- -------------------------------- -------------------- ------ ---------
Basic $4,373 2,489 $1.76
Common Share Equivalent
of Outstanding Options -- 115 (0.08)
------ ----- -----
Diluted $4,373 2,604 $1.68
====== ===== =====
For the Nine Months Ended September 27, 2003
--------------------------------------------
Net Income Available
(Dollars and Shares in Thousands To Common Earnings
except Per Share Data) 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
====== ===== =====
-7-
9. Stock-Based Compensation
As permitted under SFAS No. 123, "Accounting for Stock-Based
Compensation", as amended by SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", the Company has elected to
continue to account for compensation cost using the intrinsic value-based
method of accounting as prescribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees". SFAS No. 123 requires
the Company to disclose pro forma net income and pro forma earnings per
share amounts, as if compensation expense were recognized for options
granted after fiscal year 1994. Using this approach, net income and
earnings per share would have been reduced to the pro forma amounts
indicated in the following table:
Three Months Ended Nine Months Ended
--------------------- ---------------------
Oct. 2, Sept. 27, Oct. 2, Sept. 27,
2004 2003 2004 2003
--------- --------- --------- ---------
(in thousands, except per share)
Net income - as reported $ 1,562 $ 910 $ 4,373 $ 2,610
Net income - pro forma 1,534 871 4,262 2,432
Basic earnings per share - as reported 0.62 0.37 1.76 1.07
Basic earnings per share - pro forma 0.61 0.36 1.71 1.00
Diluted earnings per share - as reported 0.59 0.36 1.68 1.05
Diluted earnings per share - pro forma 0.58 0.35 1.64 0.98
This pro forma impact may not be representative of the effects for future
years, and could increase if additional options are granted and amortized
over the vesting period. For disclosure purposes, the fair value of each
stock option granted is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions: no dividend yield; expected volatility of 31.45% and 30.80%;
risk-free interest rate of 4.15% and 2.76%; and expected life of 6.00
years and 6.00 years for grants in 2004 and 2003, respectively.
The Black-Scholes option-pricing model was developed for use in estimating
the fair value of traded options that have no vesting restrictions and are
fully transferable. In addition, option-pricing models require the input
of subjective assumptions, including the expected stock price volatility.
10. 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 October 2, 2004 and September
27, 2003, the following table sets forth the Company's comprehensive
income:
-8-
Three Months Ended Nine Months Ended
------------------ -----------------
Oct. 2, Sept. 27, Oct. 2, Sept. 27,
2004 2003 2004 2003
------- --------- ------- ---------
(in thousands)
Net income $ 1,562 $ 910 $ 4,373 $ 2,610
Unrealized gain (loss) on
interest rate swap, net of tax (5) 56 40 (122)
Foreign currency translation gain (loss) (393) 132 (153) 806
------- ------- ------- -------
Comprehensive income $ 1,164 $ 1,098 $ 4,260 $ 3,294
======= ======= ======= =======
11. Management Segment Information
The Company has adopted the provisions of SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information". SFAS No. 131
introduced a model for segment reporting called the management approach.
The management approach is based on the way that the chief operating
decision-maker organizes segments within a company for making operating
decisions and assessing performance. The Company is engaged in one
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-month periods ended October 2, 2004 and September
27, 2003, the following table sets forth the Company's geographic
information:
EMEA/ Elimi- Consoli-
Americas Asia nations dated
-------- -------- -------- --------
(in thousands)
THREE MONTHS ENDED
October 2, 2004
Revenues
Sales to unaffiliated customers $ 16,338 $ 12,306 $ -- $ 28,644
Sales to affiliates 905 884 (1,789) --
-------- -------- -------- --------
Total sales $ 17,243 $ 13,190 $ (1,789) $ 28,644
======== ======== ======== ========
Operating income $ 1,553 $ 968 $ 8 $ 2,529
======== ======== ========
Interest expense (294)
--------
Income before income taxes $ 2,235
========
-9-
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
========
EMEA/ Elimi- Consoli-
Americas Asia nations dated
-------- -------- -------- --------
(in thousands)
NINE MONTHS ENDED
October 2, 2004
Revenues
Sales to unaffiliated customers $ 46,229 $ 35,798 $ -- $ 82,027
Sales to affiliates 2,565 2,565 (5,130) --
-------- -------- -------- --------
Total sales $ 48,794 $ 38,363 $ (5,130) $ 82,027
======== ======== ======== ========
Operating income (loss) $ 4,081 $ 3,074 $ (63) $ 7,092
======== ======== ========
Interest expense (1,008)
Gain on sale of office building 164
--------
Income before income taxes $ 6,248
========
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 (loss) $ 3,800 $ 1,146 $ (9) $ 4,937
======== ======== ========
Interest expense (1,209)
--------
Income before income taxes $ 3,728
========
-10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
INTRODUCTION
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 have three main business lines within the material handling equipment
and systems segment. They are our feeding, size reduction and pneumatic
conveying business lines.
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 in this
Item 2 to the third quarter or first nine months of 2004 or 2003 mean the fiscal
quarter or nine-month period ended October 2, 2004 or September 27, 2003, as the
case may be.
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 2003 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 January 3, 2004 (the "2003 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 amounts or results could differ from those estimates.
The significant accounting policies of the Company are described in Note 2
to the 2003 consolidated financial statements, and the critical accounting
policies and estimates are described in Management's Discussion and Analysis
included in our 2003 Form 10-K. There have been no changes in the critical
accounting policies. Information concerning our implementation and the impact of
new accounting standards issued by the Financial Accounting Standards Board is
included in the notes to the 2003 consolidated financial statements. We did not
adopt an accounting policy in the first nine months of 2004 that had a material
impact on our financial condition, liquidity or results of operations.
-11-
RESULTS OF OPERATIONS
Overview
For the third quarter and first nine months of 2004, we reported revenues
of $28,644,000 and $82,027,000 and net income of $1,562,000 and $4,373,000,
respectively, compared to revenues of $22,158,000 and $68,217,000 and net income
of $910,000 and $2,610,000 for the same periods in 2003. We believe that the
increases in third quarter and first nine months of 2004 revenues and net income
compared with the same periods in 2003 were primarily the result of improved
business conditions in many of the markets served by our main business lines,
and also reflected the positive effect of a weaker U.S. dollar when translating
the revenues and profits of our foreign operations into U.S. dollars. For the
first nine months of 2004, net income also benefited from the profit
contribution from the first quarter sale of an office building by one of our
United Kingdom subsidiaries.
Foreign Exchange Rates
We are an international company, and we derived 44% and 40% of our
revenues for the first nine months of 2004 and 2003, respectively, from products
manufactured in, and services performed from, our facilities located outside the
United States, primarily in Europe. With our global operations, 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.
Since we receive substantial revenues from activities in foreign
jurisdictions, 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, our revenues in
U.S. dollars 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.
-12-
For the third quarter and first nine months of 2004 and 2003, the changes
in certain key exchange rates affecting the Company were as follows:
Three Months Ended Nine Months Ended
------------------ -----------------
Oct. 2, Sept. 27, Oct. 2, Sept. 27,
2004 2003 2004 2003
------- --------- ------- ---------
Average U.S. dollar equivalent of
one Swiss franc 0.796 0.730 0.792 0.737
% change vs. prior year +9.0% +7.4%
Average U.S. dollar equivalent of
one euro 1.224 1.127 1.226 1.113
% change vs. prior year +8.6% +10.2%
Average U.S. dollar equivalent of
one British pound sterling 1.819 1.612 1.822 1.611
% change vs. prior year +12.8% +13.1%
Average Swiss franc equivalent of
one euro 1.538 1.544 1.548 1.510
% change vs. prior year -0.4% +2.5%
Average Swiss franc equivalent of
one British pound sterling 2.285 2.208 2.300 2.186
% change vs. prior year +3.4% +5.2%
Presentation of Results and Analysis
The following table sets forth our results of operations, expressed as a
percentage of total revenues for the periods indicated, as well as our backlog
at the end of such periods:
Three Months Ended Nine Months Ended
Oct. 2, Sept. 27, Oct. 2, Sept. 27,
2004 2003 2004 2003
------- --------- ------- ---------
Total revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 60.5 58.6 58.7 59.5
----- ----- ----- -----
Gross profit 39.5 41.4 41.3 40.5
Selling, general and administrative 28.5 30.5 30.4 30.4
Research and development 2.2 2.8 2.3 2.9
----- ----- ----- -----
Operating income 8.8 8.1 8.6 7.2
Interest (expense) (1.0) (1.9) (1.2) (1.8)
Gain on sale of office building -- -- 0.2 --
----- ----- ----- -----
Income before income taxes 7.8% 6.2% 7.6% 5.4%
===== ===== ===== =====
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October 2, 2004 January 3, 2004 September 27, 2003
--------------- --------------- ------------------
Backlog (at October 2, 2004
exchange rates, in thousands
of dollars) $21,381 $17,279 $18,426
======= ======= =======
Total revenues increased by $6,486,000 or 29.3% in the third quarter of
2004 and by $13,810,000 or 20.2% in the first nine months of 2004 compared to
the same periods in 2003. We believe that these increases were primarily
attributable to improved business conditions in many of the markets served by
our main business lines -- feeding, size reduction and pneumatic conveying --
and, to a lesser degree, to the positive effect of a weaker U.S. dollar when
translating the revenues of foreign operations into U.S. dollars. The favorable
impact of foreign currency translation accounted for approximately 17% of the
$6,486,000 revenue increase in the third quarter and approximately 20% of the
$13,810,000 revenue increase in the first nine months of 2004 compared to the
same periods in 2003.
Gross profit as a percent of total revenues decreased to 39.5% in the
third quarter of 2004 and increased to 41.3% in the first nine months of 2004
from 41.4% and 40.5% for the same periods in 2003. Gross profit improvement was
primarily due to higher revenues, which led to fixed costs being absorbed over a
larger revenue base, but this was more than offset in the third quarter
comparison by the negative effect of certain changes in geographic and product
sales mix.
Selling, general and administrative ("SG&A") expenses increased by
$1,390,000 or 20.6% in the third quarter of 2004 and by $4,177,000 or 20.2% in
the first nine months of 2004 compared to the same periods in 2003. These
increases in 2004 were primarily the result of a higher bonus accrual, higher
sales commissions related to increased revenues, the effect of a weaker U.S.
dollar and an increase in depreciation and amortization expense related to the
implementation of software systems within our feeding business line. As a
percent of total revenues, SG&A was 28.5% in the third quarter of 2004 and 30.4%
in the first nine months of 2004 compared to 30.5% and 30.4% for the same
periods in 2003.
Research and development ("R&D") expenditures remained constant in the
third quarter of 2004 and decreased by $103,000 or 5.2% in the first nine months
of 2004 compared to the same periods in 2003. The decrease for the nine months
was primarily due to lower prototype expenditures and a small reduction in staff
partially offset by the effect of a weaker U.S. dollar. R&D expense as a percent
of total revenues was 2.2% in the third quarter of 2004 and 2.3% in the first
nine months of 2004 compared to 2.8% and 2.9% for the same periods in 2003.
Interest expense decreased by $135,000 or 31.4% in the third quarter of
2004 and by $201,000 or 16.6% in the first nine months of 2004 compared to the
same periods in 2003. These decreases primarily reflected lower levels of debt
in 2004. Interest expense as a percent of total revenues was 1.0% in the third
quarter and 1.2% in the first nine months of 2004 compared to 1.9% and 1.8% for
the same periods in 2003.
In the first quarter of 2004, one of our United Kingdom subsidiaries sold
its office building for $996,000 and realized a pre-tax gain of $164,000. All
employees were relocated to a nearby office building that is leased by another
United Kingdom subsidiary.
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Income before income taxes was $2,235,000 in the third quarter of 2004 and
$6,248,000 in the first nine months of 2004 compared to $1,365,000 and
$3,728,000 for the same periods in 2003. Income before income taxes improved
versus the same periods in 2003 primarily as a result of the impact of the items
discussed above.
The effective tax rate was 30.1% for the third quarter of 2004 and 30.0%
for the first nine months of 2004 compared to 33.3% and 30.0% for the same
periods in 2003. The decrease in the effective tax rate in the third quarter of
2004 versus the same period in 2003 was due to a higher percentage of foreign
taxable income in the third quarter of 2004.
Our backlog at constant foreign exchange rates increased by $4,102,000 or
23.7% and $2,955,000 or 16.0% at the end of the third quarter of 2004 compared
to the backlog at January 3, 2004 and September 27, 2003, respectively. These
increases resulted from the improved business conditions previously described.
LIQUIDITY AND CAPITAL RESOURCES
Capitalization
Our capitalization at the end of the third quarter of 2004 and at the end
of fiscal years 2003 and 2002 is summarized below:
October 2, January 3, December 28,
(Dollars in Thousands) 2004 2004 2002
---------- ---------- -------------
Short-term debt, including current
portion of long-term debt $ 4,073 $ 3,541 $ 2,005
Long-term debt 21,770 24,574 6,499
------- ------- -------
Total debt 25,843 28,115 8,504
Shareholders' equity 40,409 35,114 28,419
------- ------- -------
Total debt and shareholders' equity
(total capitalization) $66,252 $63,229 $36,923
======= ======= =======
Percent total debt to total capitalization 39% 44% 23%
Percent long-term debt to equity 54% 70% 23%
Percent total debt to equity 64% 80% 30%
Total debt decreased by $2,272,000 in the first nine months of 2004
($2,281,000 at constant foreign exchange rates). At October 2, 2004 and subject
to certain conditions which may limit the amount that may be borrowed at any
particular time, we had $5,200,000 of unused borrowing capacity under our U.S.
loan agreements and $10,536,000 of unused borrowing capacity under our foreign
loan agreements.
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In June 2004, we prepaid $4,000,000 of unsecured promissory notes bearing
interest at 6% per annum that were payable to the former stockholders of
Pennsylvania Crusher Corporation which we acquired in January 2003. These notes
were payable in three equal annual installments beginning in January 2005. The
prepayment of the notes was financed with a $4,000,000 term loan from a U.S.
bank, repayable over 60 months, with 48 monthly principal payments of $50,000
beginning January 2005, 11 monthly principal payments of $133,333 beginning
January 2009 and a final principal payment of $133,337 in December 2009.
Interest is payable monthly beginning July 2004 at a fixed rate of 5.75% on
principal of $1,600,000 and at a variable rate of one-month LIBOR plus 1.85%
(3.48% as of October 2, 2004) on the remaining principal of $2,400,000. The term
loan is guaranteed by the U.S. manufacturing subsidiary for our feeder line.
In June 2004, the same U.S. bank extended the term of a $5,000,000 secured
revolving credit facility with the same U.S. manufacturing subsidiary through
July 2006.
Other Items
At October 2, 2004, working capital was $22,273,000 compared to
$17,121,000 at January 3, 2004, and the ratio of current assets to current
liabilities at those dates was 1.85 and 1.77. The working capital increase
during the first nine months of 2004 was primarily due to an increase in cash
from operating activities and also from the sale of the U.K. office building
previously described.
In the first nine months of 2004 and 2003, we utilized internally
generated funds and our lines of credit to meet our working capital needs.
Net cash provided by operating activities was $8,112,000 in the first nine
months of 2004 compared to $8,094,000 in the same period of 2003. The slight
increase in operating cash flow during the first nine months of 2004 compared to
the same period in 2003 was primarily due to increases in net income,
depreciation and amortization, accounts payable and accrued expenses which, in
the aggregate, were largely offset by increases in accounts receivable,
inventories and prepaid expenses. Most of the changes resulted from the stronger
business conditions and higher revenues discussed above.
Net cash used in investing activities in the first nine months of 2004 was
primarily for capital additions, partially offset by proceeds from the sale of
our U.K. office building noted above. Net cash used in investing activities for
the first nine months of 2003 was for the acquisition of Pennsylvania Crusher
Corporation in January 2003 and capital additions.
Net cash used in financing activities in the first nine months of 2004 was
for a net reduction in debt, which was partially offset by the proceeds from
stock option exercises, while net cash provided by financing activities in the
first nine months of 2003 was primarily from borrowings related to the
acquisition of Pennsylvania Crusher Corporation in January 2003, partially
offset by a net reduction in debt.
Of the total increase in shareholders' equity of $5,295,000 in the first
nine months of 2004, $4,373,000 was from net income, $1,035,000 was from the
issuance of common stock related to the exercise of stock options, and $40,000
was from an unrealized gain net of taxes on
-16-
an interest rate swap, partially offset by a reduction of $153,000 from changes
in foreign exchange rates between the beginning and the end of the nine-month
period.
Future Payments Under 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 Future
Payments Under Contractual Obligations as reflected in the Liquidity and Capital
Resources section of Management's Discussion and Analysis in the Company's 2003
Form 10-K except for the $4,000,000 debt refinancing and $5,000,000 revolving
credit facility extension, each of which occurred in June 2004 and was described
above. Refer to Notes 9 and 16 to the consolidated financial statements in the
2003 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 but are not limited to statements
regarding the effect of changes in foreign exchange rates on our business. 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 patents and other intellectual property rights held by us and
our competitors; (vi) the cyclical nature of our business as an industrial
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 for debt refinancings, 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;
-17-
(xii) economic, business and regulatory conditions and changes which may affect
the level of new investments and purchases made by our customers, including
economic and business conditions that are less favorable than expected; (xiii)
domestic and international political and economic conditions; and (xiv) the
outcome of any legal proceedings 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.
We are currently exposed to certain market risks related to (i)
fluctuations in foreign exchange rates and (ii) interest rate changes.
Foreign Exchange Rate Risk
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Results of Operations -- Foreign Exchange Rates" in
Item 2 of this report.
Interest Rate Risk
We have several credit facilities or loans that require us to pay interest
at a rate which may change periodically. These variable rate obligations expose
us to the risk of increased interest expense in the event of increases in
short-term interest rates. As of October 2, 2004, approximately $8,532,000 of
our total debt of $25,843,000 was subject to variable interest rates which
ranged from 3.48% to 4.53%.
ITEM 4. CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report was carried out by us under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures have
been designed and are functioning effectively to provide reasonable assurance
that the information required to be disclosed by us in reports filed under the
Securities and 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. 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. Subsequent to the date of the most recent evaluation of our
internal controls, there were no significant changes in our internal controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
-18-
(b) Change in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during
our most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
31.1 Chief Executive Officer Certification pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934
31.2 Chief Financial Officer Certification pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934
32 Chief Executive Officer and Chief Financial Officer Certification
pursuant to 18 U.S.C. Section 1350
-19-
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 5, 2004 By: RONALD R. REMICK
----------------
Ronald R. Remick
Senior Vice President & Chief
Financial Officer
(Duly authorized officer and principal
financial officer of the registrant)
By: ALAN R. SUKONECK
----------------
Alan R. Sukoneck
Vice President, Chief Accounting
& Tax Officer
(Duly authorized officer and principal
accounting officer of the registrant)
-20-
EXHIBIT INDEX
Exhibit
Number Description
- ------- --------------------------------------------------------------------
31.1 Chief Executive Officer Certification pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934
31.2 Chief Financial Officer Certification pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934
32 Chief Executive Officer and Chief Financial Officer Certification
pursuant to 18 U.S.C. Section 1350
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