<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
-------------------------------
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
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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 Formal Fiscal Year,
if Changed Since Last Report)
Indicate by check X 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
--- ---
The Registrant had 2,431,537 shares of Common Stock outstanding as of July 1,
2000.
<PAGE> 2
K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 1
July 1, 2000 and January 1, 2000
Consolidated Statements of Income 2
& Retained Earnings for the Three
and Six Months Ended July 1, 2000 and
July 3, 1999
Consolidated Statements of Cash Flows 3
for the Six Months Ended July 1, 2000
and July 3, 1999
Notes to Consolidated Financial Statements 4 - 7
Item 2. Management's Discussion and Analysis 8 - 13
of Financial Condition and Results
of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands except Share Data)
<TABLE>
<CAPTION>
July 1, January 1,
2000 2000
(Unaudited) (Audited)
---------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 901 $ 3,093
Accounts receivable (less allowance for doubtful accounts of
$816 and $924) 18,521 20,500
Inventories 11,031 10,193
Deferred income taxes 473 473
Prepaid expenses and other current assets 1,417 1,516
-------- --------
Total current assets 32,343 35,775
PROPERTY, PLANT AND EQUIPMENT, net 14,962 14,611
PATENTS, net 883 879
GOODWILL, net 3,175 3,486
OTHER ASSETS 46 19
-------- --------
Total assets $ 51,409 $ 54,770
======== ========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable to banks $ -- $ 2,543
Current portion of long-term debt 3,696 2,084
Accounts payable 6,226 5,691
Accrued expenses & other current liabilities 2,095 3,200
Accrued payroll 1,747 2,713
Accrued commissions 1,822 1,971
Customer advances 1,689 1,134
Accrued warranty 1,072 1,294
Income taxes payable 1,297 1,088
-------- --------
Total current liabilities 19,644 21,718
LONG-TERM DEBT, net of current portion 12,619 7,252
DEFERRED INCOME TAXES 303 303
OTHER NONCURRENT LIABILITIES 111 287
COMMITMENTS AND CONTINGENCIES
SERIES A 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 4,386,887 shares and 4,374,505 shares 44 44
Paid-in capital 16,245 16,103
Retained earnings 31,803 28,598
Cumulative translation adjustments (2,522) (1,946)
-------- --------
45,570 42,799
-------- --------
Treasury stock, 1,955,350 and 1,447,350 shares - at cost (26,838) (17,589)
-------- --------
Total shareholders' equity 18,732 25,210
-------- --------
Total liabilities and shareholders' equity $ 51,409 $ 54,770
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
-1-
<PAGE> 4
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME & RETAINED EARNINGS
(Dollars in Thousands except Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES $22,084 $22,617 $42,372 $42,457
COST OF REVENUES 11,627 12,590 22,639 23,309
------- ------- ------- -------
Gross Profit 10,457 10,027 19,733 19,148
OPERATING EXPENSES
Selling, general and administrative 6,757 6,708 13,081 13,314
Research and development 816 905 1,643 1,726
------- ------- ------- -------
7,573 7,613 14,724 15,040
------- ------- ------- -------
Operating income 2,884 2,414 5,009 4,108
INTEREST EXPENSE 333 122 455 256
------- ------- ------- -------
Income before income taxes 2,551 2,292 4,554 3,852
INCOME TAX PROVISION 719 473 1,349 673
------- ------- ------- -------
Net income 1,832 1,819 3,205 3,179
RETAINED EARNINGS
Beginning of period 29,971 23,199 28,598 21,839
------- ------- ------- -------
End of period $31,803 $25,018 $31,803 $25,018
======= ======= ======= =======
EARNINGS PER SHARE
Basic $ 0.76 $ 0.62 $ 1.21 $ 1.07
======= ======= ======= =======
Diluted $ 0.74 $ 0.60 $ 1.19 $ 1.04
======= ======= ======= =======
</TABLE>
See Notes to Consolidated Financial Statements
-2-
<PAGE> 5
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
---------------------
July 1, July 3,
2000 1999
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 3,205 $ 3,179
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,662 1,601
Amortization of deferred gain on sale/leaseback transaction (167) (187)
Changes in assets and liabilities:
Accounts receivable, net 1,578 (2,912)
Inventories (1,017) (1,064)
Prepaid expenses and other current assets 65 (747)
Other assets (29) 76
Accounts payable 671 435
Accrued expenses and other current liabilities (1,553) (572)
Accrued warranty (199) (80)
Income taxes payable 210 327
------- -------
Net cash provided by operating activities 4,426 56
------- -------
INVESTING ACTIVITIES:
Capital expenditures (2,067) (1,659)
Investment in patents (42) (86)
------- -------
Net cash used in investing activities (2,109) (1,745)
------- -------
FINANCING ACTIVITIES:
Net (repayments) borrowings under notes payable to banks (2,510) 2,139
Proceeds from issuance of long-term debt 7,950 --
Principal payments on long-term debt (799) (479)
Purchase of treasury stock (9,249) (2,110)
Proceeds from issuance of common stock 142 581
------- -------
Net cash (used in) provided by financing activities (4,466) 131
------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (43) (164)
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,192) (1,722)
------- -------
CASH AND CASH EQUIVALENTS
Beginning of period 3,093 3,220
------- -------
End of period $ 901 $ 1,498
======= =======
</TABLE>
See Notes to Consolidated Financial Statements
-3-
<PAGE> 6
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 1, 2000
------------
(Unaudited)
1. Basis of Presentation
The accompanying unaudited 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 generally accepted accounting principles 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. The results for the interim periods are not necessarily indicative of
the results for a full year.
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 1, 2000 which
was previously filed with the Securities and Exchange Commission.
2. 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 in the first six months of 2000 and 1999 for interest was $0.3 million
and $0.2 million, respectively, and for income taxes was $1.1 million and $0.4
million, respectively.
3. Earnings per Share
The Company 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
common shares outstanding. Diluted Earnings Per Share is calculated similarly,
except that the denominator includes weighted average common shares outstanding
plus the dilutive effect of options, warrants, convertible securities and other
instruments with dilutive effects if exercised.
The Company's Basic and Diluted Earnings Per Share are calculated as follows:
<TABLE>
<CAPTION>
For the Three Months Ended July 1, 2000
----------------------------------------
(Dollars and Shares in Thousands
except Per Share Data) Income Available
To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
<S> <C> <C> <C>
Basic $ 1,832 2,422 $ 0.76
Common Share Equivalent
of Outstanding Options -- 52 (0.02)
------- ------- --------
Diluted $ 1,832 2,474 $ 0.74
======= ======= =======
</TABLE>
-4-
<PAGE> 7
<TABLE>
<CAPTION>
For the Three Months Ended July 3, 1999
---------------------------------------
(Dollars and Shares in Thousands
except Per Share Data) Income Available
To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
<S> <C> <C> <C>
Basic $ 1,819 2,948 $ 0.62
Common Share Equivalent
of Outstanding Options -- 80 (0.02)
------- ------- -------
Diluted $ 1,819 3,028 $ 0.60
======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended July 1, 2000
-------------------------------------
(Dollars and Shares in Thousands
except Per Share Data) Income Available
To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
<S> <C> <C> <C>
Basic $ 3,205 2,649 $ 1.21
Common Share Equivalent
of Outstanding Options -- 52 (0.02)
------- ------- --------
Diluted $ 3,205 2,701 $ 1.19
======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended July 3, 1999
-------------------------------------
(Dollars and Shares in Thousands
except Per Share Data) Income Available
To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
<S> <C> <C> <C>
Basic $ 3,179 2,965 $ 1.07
Common Share Equivalent
of Outstanding Options -- 80 (0.03)
------- ------- --------
Diluted $ 3,179 3,045 $ 1.04
======= ======= ========
</TABLE>
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.
-5-
<PAGE> 8
4. Comprehensive Income
The Company adopted SFAS No. 130, "Reporting Comprehensive Income," which
establishes standards for the reporting and display of comprehensive income and
its components. Comprehensive income is the total of net income and the current
year change in cumulative translation adjustments, which is the only nonowner
change in equity. For the three and six months in the periods ended July 1, 2000
and July 3, 1999, the following table sets forth the Company's comprehensive
income:
<TABLE>
<CAPTION>
(Dollars in Thousands) Three Months Ended Six Months Ended
------------------ ----------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $1,832 $1,819 $3,205 $ 3,179
Cumulative Translation Adjustments 120 (616) (576) (1,623)
------ ------ ------ -------
Comprehensive Income $1,952 $1,203 $2,629 $ 1,556
====== ====== ====== =======
</TABLE>
5. Management Segment Information
The Company adopted SFAS No. 131, "Disclosures About Segments of an Enterprise
and Related Information," which introduced a new 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, the development, manufacturing
and marketing of gravimetric and volumetric feeders, pneumatic conveying systems
and related equipment. The Company operates in two primary geographic locations,
North America and Western Europe. For the three and six months in the periods
ended July 1, 2000 and July 3, 1999, the following tables set forth the
Company's segment information:
<TABLE>
<CAPTION>
(Dollars in Thousands) North Western Elimi- Consoli-
America Europe nations dated
------- ------ ------- -----
<S> <C> <C> <C> <C>
THREE MONTHS ENDED July 1, 2000:
Revenues-
Sales to unaffiliated customers $ 10,864 $11,220 $ -- $22,084
Sales to affiliates 1,082 709 (1,791) --
-------- ------- ------- -------
Total sales $ 11,946 $11,929 $(1,791) $22,084
======== ======= ======= =======
Operating income $ 2,271 $ 587 $ 26 $ 2,884
======== ======= =======
Interest expense (333)
-------
Income before income taxes $ 2,551
=======
</TABLE>
-6-
<PAGE> 9
<TABLE>
<CAPTION>
(Dollars in Thousands) North Western Elimi- Consoli-
America Europe nations dated
------- ------ ------- -----
<S> <C> <C> <C> <C>
THREE MONTHS ENDED July 3, 1999:
Revenues-
Sales to unaffiliated customers $ 9,222 $13,395 $ -- $22,617
Sales to affiliates 829 589 (1,418) --
-------- ------- ------- -------
Total sales $ 10,051 $13,984 $(1,418) $22,617
======== ======= ======= =======
Operating income $ 1,564 $ 863 $ (13) $ 2,414
======== ======= =======
Interest expense (122)
-------
Income before income taxes $ 2,292
=======
SIX MONTHS ENDED July 1, 2000:
Revenues-
Sales to unaffiliated customers $ 20,346 $22,026 $ -- $42,372
Sales to affiliates 2,196 1,530 (3,726) --
-------- ------- ------- -------
Total sales $ 22,542 $23,556 $(3,726) $42,372
======== ======= ======= =======
Operating income $ 3,939 $ 994 $ 76 $ 5,009
======== ======= =======
Interest expense (455)
-------
Income before income taxes $ 4,554
=======
SIX MONTHS ENDED July 3, 1999:
Revenues-
Sales to unaffiliated customers $ 16,549 $25,908 $ -- $42,457
Sales to affiliates 1,840 1,110 (2,950) --
-------- ------- ------- -------
Total sales $ 18,389 $27,018 $(2,950) $42,457
======== ======= ======= =======
Operating income $ 2,155 $ 1,970 $ 17 $ 4,108
======== ======= =======
Interest expense (256)
-------
Income before income taxes $ 3,852
=======
</TABLE>
-7-
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Results of Operations
For the second quarter and first six months of 2000, the Company
reported net income of $1,832,000 and $3,205,000, respectively, compared to
$1,819,000 and $3,179,000 for the same periods in 1999.
K-Tron is an international company which derived approximately 52% and
61% of its first six months of 2000 and 1999 revenues, respectively, from
products manufactured in, and services performed from, its facilities located
outside the United States, primarily in Europe. As such, the financial position
and performance of the Company is 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 and the impact of transactions
where the revenues and related expenses may initially be accounted for in
different currencies, such as sales made from the Company's Swiss manufacturing
facilities in currencies other than the Swiss franc.
The following table sets forth the Company's results of operations
expressed as a percentage of total revenues for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 52.6 55.7 53.4 54.9
----- ----- ----- -----
Gross profit 47.4 44.3 46.6 45.1
Selling, general & administrative 30.6 29.6 30.9 31.4
Research & development 3.7 4.0 3.9 4.0
----- ----- ----- -----
Operating income 13.1 10.7 11.8 9.7
Interest 1.5 0.6 1.1 0.6
----- ----- ----- -----
Income before income taxes 11.6% 10.1% 10.7% 9.1%
===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
June 2000 December 1999 June 1999
--------- ------------- ---------
<S> <C> <C> <C>
Backlog at end of period (at
July 1, 2000 foreign exchange
rates, in thousands) $21,055 $17,448 $19,907
======= ======= =======
</TABLE>
-8-
<PAGE> 11
More than half of the Company's revenues are normally derived from
activities in foreign jurisdictions. Consequently, the Company's results can be
significantly affected by changes in foreign exchange rates, particularly in
U.S. dollar exchange rates with respect to the Swiss franc, German mark and euro
and, to a lesser degree, the British pound sterling, French franc and other
currencies. When the U.S. dollar strengthens against these currencies, the U.S.
dollar value of non-U.S. dollar-based sales decreases. When the U.S. dollar
weakens against these currencies, the U.S. dollar value of non-U.S. dollar-based
sales increases. 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, the Company typically receives a majority of its revenues
in currencies other than the U.S. dollar and, as such, benefits from a weaker
dollar and is adversely affected by a stronger dollar relative to major
currencies worldwide, especially those identified above. Accordingly, changes in
foreign exchange rates, and in particular a strengthening of the U.S. dollar,
may adversely affect the Company's total revenues, gross profit and operating
income as expressed in U.S. dollars.
In addition, revenues and income of the Company 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 euro/Swiss
franc and German mark/Swiss franc (for sales from the Company's Swiss
manufacturing facilities which are made in euros or German marks) exchange
rates. For the first three and six months of each of 2000 and 1999, the changes
in these and the U.S. dollar/euro and U.S. dollar/German mark exchange rates
were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Average U.S. dollar equivalent of 0.598 0.658 0.605 0.678
one Swiss franc
% change vs. prior year (9.1)% (10.8)%
Average U.S. dollar equivalent of 0.934 1.054 0.959 1.086
one euro
% change vs. prior year (11.4)% (11.7)%
Average U.S. dollar equivalent of 0.478 0.539 0.490 0.555
one German mark
% change vs. prior year (11.3)% (11.7)%
Average Swiss franc equivalent of 0.799 0.819 0.810 0.819
one German mark
% change vs. prior year (2.4)% (1.1)%
Average Swiss franc equivalent of 1.562 1.602 1.585 1.602
one euro
% change vs. prior year (2.5)% (1.1)%
</TABLE>
-9-
<PAGE> 12
Total revenues decreased by $0.5 million or 2.4% in the second quarter of
2000 and by $0.1 million or 0.2% in the first six months of 2000 compared to the
same periods in 1999. North American revenues increased and Western European
revenues decreased in the second quarter and first six months of 2000 compared
to the same periods in 1999. If the average foreign exchange rates for the
second quarter and first six months of 2000 were applied to the same periods in
1999, total revenues would have increased by $0.5 million or 2.5% for the
quarter and by $2.5 million or 6.3% for the first six months.
Gross profit as a percent of revenues increased to 47.4% for the second
quarter of 2000 and 46.6% for the first six months of 2000 compared to 44.3% and
45.1% for the same periods in 1999. The increase in gross margin in 2000 was
primarily due to sales mix.
Selling, general and administrative (SG&A) expense remained constant for
the second quarter of 2000 and decreased by $0.2 million or 1.8% for the first
six months of 2000 compared to the same periods in 1999. This decrease in SG&A
for six months was primarily due to lower foreign exchange translation rates,
partly offset by higher commissions. As a percent of total revenues, SG&A for
the second quarter and first six months of 2000 was 30.6% and 30.9%,
respectively, compared to 29.6% and 31.4% for the same periods in 1999.
Research and development (R&D) expenditures decreased by $0.1 million or
9.8% for the second quarter of 2000 and by $0.1 million or 4.8% for the first
six months of 2000 compared to the same periods in 1999. R&D expenses decreased
due to lower foreign exchange translation rates partly offset by greater
emphasis on the development of new products. R&D expense as a percent of total
revenues was 3.7% for the second quarter and 3.9% for the first six months of
2000 as compared to 4.0% for the same periods in 1999.
Interest expense increased by $211 thousand or 173% for the second quarter
and by $199 thousand or 77.7% for the first six months of 2000 compared to the
same periods in 1999, primarily due to interest on funds borrowed in March 2000
related to the Company's repurchase of 508 thousand shares of its Common Stock,
which is discussed in the liquidity section, partly offset by lower foreign
exchange translation rates.
The effective tax rates for the second quarter and first six months of
2000 were 28.2% and 29.6%, respectively, compared to 20.6% and 17.5% for the
same periods in 1999. These higher rates in 2000 were due to increased taxable
income in the United States as well as providing for Swiss income taxes for the
first time since fiscal 1992, since it is anticipated that the remaining net
operating losses in Switzerland will be fully utilized in 2000.
The backlog of customer orders increased by 20.7% at the end of the second
quarter compared to the end of 1999 and by 5.8% compared to the end of the
second quarter in 1999, in each case at constant foreign exchange rates. The
increase was from orders received at the manufacturing facilities in both the
United States and Switzerland.
-10-
<PAGE> 13
Liquidity and Capital Resources
On March 23, 2000, the Company completed a tender offer begun on February
16, 2000 and repurchased 508 thousand shares of its Common Stock at $18.00 per
share for a total cost of $9.244 million (including $100 thousand of costs
associated with the tender offer). The share repurchase represented
approximately 17.3% of the Common Stock then outstanding. The repurchase was
financed by using $1.194 million of available cash, all of a $7 million loan
facility obtained from a U.S. bank on February 4, 2000 and $950 thousand from an
existing $5 million line of credit with that same bank. The $7 million loan is
payable in equal monthly installments of principal plus accrued interest over a
period of four years commencing May 1, 2000 and is secured by liens on the same
collateral securing other loans from the same U.S. bank. One-half of the loan
bears interest at the fixed rate of 8.23% for the first two years and the other
half is subject to a variable rate of interest equal to the one-month LIBOR
value plus 1.85% (7.92%). As of July 1, 2000, the Company had repaid $632
thousand and has a total of $7.318 million debt outstanding associated with the
share repurchase.
The Company's capitalization as of the end of the second quarter of 2000
and as of the end of fiscal years 1999 and 1998 is set forth below:
<TABLE>
<CAPTION>
July 1, Jan. 1, Jan. 2,
(Dollars in Thousands) 2000 2000 1999
---- ---- ----
<S> <C> <C> <C>
Short-term debt, including current
portion of long-term debt $ 3,696 $ 4,627 $ 1,534
Long-term debt 12,619 7,252 9,638
------- ------- -------
Total debt 16,315 11,879 11,172
Shareholders' equity 18,732 25,210 22,274
------- ------- -------
Total debt and shareholders' equity $35,047 $37,089 $33,446
======= ======= =======
(total capitalization)
Percent total debt to total capitalization 47% 32% 33%
Percent long-term debt to equity 67% 29% 43%
Percent total debt to equity 87% 47% 50%
</TABLE>
Total debt increased by $4.4 million in the first six months of 2000
($4.7 million using a constant foreign exchange rate). U.S. debt increased by
$7.1 million while debt in Switzerland decreased by $2.7 million. At July 1,
2000, the Company had $4.4 million of borrowing availability under its U.S. loan
agreements and $5.5 million of borrowing availability under its Swiss loan
agreements. The increase in the U.S. debt was due to the share repurchase
described above.
At July 1, 2000, working capital was $12.7 million compared to $14.1
million at January 1, 2000, and the ratio of current assets to current
liabilities at those dates was 1.65 and 1.65, respectively. The decrease in
working capital was primarily due to a decrease in cash and receivables.
-11-
<PAGE> 14
In the first six months of 2000 and 1999, the Company utilized
internally-generated funds to meet its working capital needs and used its bank
borrowings and available cash to complete the share repurchase.
Net cash provided by operating activities was $4.4 million in the first
six months of 2000 compared to $0.1 million in the same period of 1999, with the
increase being primarily due to a reduction in accounts receivable.
Net cash used in investing activities in the first six months of 2000
and 1999 was primarily for capital additions.
Changes in foreign exchange rates, particularly with respect to the
Swiss franc and German mark, caused a translation adjustment decrease in
shareholders' equity of $0.6 million in the first six months of 2000.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a safe harbor for forward-looking statements made by or on behalf of
the Company. The Company and its 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 the Company's shareholders and news releases. All
statements that express expectations, estimates, forecasts and 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 or on behalf of the Company. 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 Company undertakes 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 future developments and
the performance of the Company, 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 the Company; (iii) rapid
technological changes and developments and the Company's ability to continue to
introduce competitive new products on a timely and cost-effective basis; (iv)
changes in U.S. and global financial and currency markets, including significant
interest rate and foreign currency exchange rate fluctuations; (v) protection
and validity of patent and other intellectual property rights, both of the
Company and its competitors; (vi) the cyclical nature of the Company's 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 the Company's 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 successfully to integrate acquired businesses,
if any, into the Company without substantial costs, delays
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<PAGE> 15
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; and (xiii) domestic and
international political and economic conditions.
This list of factors that may affect future performance and 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.
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<PAGE> 16
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Annual Meeting of Shareholders of the Company was held on
May 15, 2000.
(b) Not applicable.
(c) Shareholders of the Company were asked to vote on a proposal to elect
two Class III directors. The Board of Directors, acting on the
recommendation of its Nominating Committee, nominated Norman Cohen and
Richard J. Pinola as Class III directors. There were no other
nominations. Messrs. Cohen and Pinola were then elected with the result
of the vote taken at the Annual Meeting being as follows:
Number of Votes
---------------
FOR WITHHELD
--- --------
Norman Cohen 1,728,241 6,276
Richard J. Pinola 1,728,241 6,276
Directors are elected by a plurality of the votes cast; therefore,
votes cast in the election could not be recorded against or as an
abstention, nor could a broker non-vote be recorded.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K for the quarter ended July 1, 2000.
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<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
K-TRON INTERNATIONAL, INC.
Date: August 3, 2000 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
-------------------------------
Vice President, Chief Accounting &
Tax Officer
(Duly authorized officer and principal
accounting officer of the Registrant)
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<PAGE> 18
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
27.1 Financial Data Schedule
