<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 September 30, 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.
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-1759452
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(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
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(Former Name, Former Address and Formal Fiscal Year,
if Changed Since Last Report)
Indicate by check (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
------ ------
The Registrant had 2,434,154 shares of Common Stock outstanding as of September
30, 2000.
<PAGE> 2
K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Balance Sheets 1
September 30, 2000 and January 1, 2000
Consolidated Statements of Income 2
& Retained Earnings for the Three
and Nine Months Ended September 30, 2000
and October 2, 1999
Consolidated Statements of Cash Flows 3
for the Nine Months Ended September 30, 2000
and October 2, 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 6. Exhibits and Reports on Form 8-K 14
</TABLE>
<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>
September 30, January 1,
2000 2000
(Unaudited) (Audited)
----------- ---------
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 716 $ 3,093
Accounts receivable (less allowance for doubtful accounts of
$786 and $924) 16,055 20,500
Inventories 12,290 10,193
Deferred income taxes 473 473
Prepaid expenses and other current assets 1,624 1,516
-------- --------
Total current assets 31,158 35,775
PROPERTY, PLANT AND EQUIPMENT, net 14,607 14,611
PATENTS, net 893 879
GOODWILL, net 2,943 3,486
OTHER ASSETS 147 19
-------- --------
Total assets $ 49,748 $ 54,770
======== ========
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------
CURRENT LIABILITIES:
Notes payable to banks $ -- $ 2,543
Current portion of long-term debt 3,594 2,084
Accounts payable 6,094 5,691
Accrued expenses & other current liabilities 1,692 3,200
Accrued payroll 1,900 2,713
Accrued commissions 1,573 1,971
Customer advances 1,074 1,134
Accrued warranty 961 1,294
Income taxes payable 1,402 1,088
-------- --------
Total current liabilities 18,290 21,718
LONG-TERM DEBT, net of current portion 11,724 7,252
DEFERRED INCOME TAXES 303 303
OTHER NONCURRENT LIABILITIES 25 287
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 4,389,504 shares and 4,374,505 shares 44 44
Paid-in capital 16,262 16,103
Retained earnings 33,364 28,598
Cumulative translation adjustments (3,426) (1,946)
-------- --------
46,244 42,799
-------- --------
Treasury stock, 1,955,350 and 1,447,350 shares - at cost (26,838) (17,589)
-------- --------
Total shareholders' equity 19,406 25,210
-------- --------
Total liabilities and shareholders' equity $ 49,748 $ 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 Nine Months Ended
------------------ -----------------
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES $19,994 $21,688 $62,366 $64,145
COST OF REVENUES 10,837 11,763 33,476 35,072
------- ------- ------- -------
Gross Profit 9,157 9,925 28,890 29,073
OPERATING EXPENSES
Selling, general and administrative 5,925 6,689 19,006 20,003
Research and development 769 843 2,412 2,569
------- ------- ------- -------
6,694 7,532 21,418 22,572
------- ------- ------- -------
Operating income 2,463 2,393 7,472 6,501
INTEREST EXPENSE 296 124 751 380
------- ------- ------- -------
Income before income taxes 2,167 2,269 6,721 6,121
INCOME TAX PROVISION 606 599 1,955 1,272
------- ------- ------- -------
Net income 1,561 1,670 4,766 4,849
RETAINED EARNINGS
Beginning of period 31,803 25,018 28,598 21,839
------- ------- ------- -------
End of period $33,364 $26,688 $33,364 $26,688
======= ======= ======= =======
EARNINGS PER SHARE
Basic $ 0.64 $ 0.56 $ 1.85 $ 1.64
======= ======= ======= =======
Diluted $ 0.63 $ 0.55 $ 1.81 $ 1.60
======= ======= ======= =======
</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>
Nine Months Ended
-----------------
September 30, October 2,
2000 1999
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 4,766 $ 4,849
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 2,417 2,418
Amortization of deferred gain on sale/leaseback transaction (248) (278)
Changes in assets and liabilities:
Accounts receivable, net 3,534 (2,396)
Inventories (2,700) (1,295)
Prepaid expenses and other current assets (199) (480)
Other assets (138) 206
Accounts payable 774 298
Accrued expenses and other current liabilities (2,614) (872)
Accrued warranty (270) (130)
Income taxes payable 319 137
------ ------
Net cash provided by operating activities 5,641 2,457
------ ------
INVESTING ACTIVITIES:
Capital expenditures (2,831) (2,134)
Investment in patents (71) (105)
------ ------
Net cash used in investing activities (2,902) (2,239)
------ ------
FINANCING ACTIVITIES:
Net (repayments) borrowings under notes payable to banks (2,445) 462
Proceeds from issuance of long-term debt 7,950 --
Principal payments on long-term debt (1,468) (561)
Purchase of treasury stock (9,249) (2,110)
Proceeds from issuance of common stock 159 581
------ ------
Net cash used in financing activities (5,053) (1,628)
------ ------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (63) (60)
------ ------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,377) (1,470)
------ ------
CASH AND CASH EQUIVALENTS
Beginning of period 3,093 3,220
------ ------
End of period $ 716 $ 1,750
======= =======
</TABLE>
See Notes to Consolidated Financial Statements
-3-
<PAGE> 6
K-TRON INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 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 nine months of 2000 and 1999 for interest was $0.7
million and $0.4 million, respectively, and for income taxes was $1.6 million
and $1.2 million, respectively.
3. Earnings per Share
SFAS No. 128, "Earnings per Share," 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 September 30, 2000
---------------------------------------------
(Dollars and Shares in Thousands
except Per Share Data) Income Available
To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
<S> <C> <C> <C> <C>
Basic $1,561 2,433 $ 0.64
Common Share Equivalent -- 55 (0.1)
of Outstanding Options ------ ----- ------
Diluted $1,561 2,488 $ 0.63
====== ===== ======
</TABLE>
-4-
<PAGE> 7
<TABLE>
<CAPTION>
For the Three Months Ended October 2, 1999
------------------------------------------
(Dollars and Shares in Thousands
except Per Share Data) Income Available
To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
<S> <C> <C> <C> <C>
Basic $1,670 2,965 $ 0.56
Common Share Equivalent -- 64 (0.01)
of Outstanding Options ------ ----- ------
Diluted $1,670 3,029 $ 0.55
====== ===== ======
</TABLE>
<TABLE>
<CAPTION>
For the Nine Months Ended September 30, 2000
--------------------------------------------
(Dollars and Shares in Thousands
except Per Share Data) Income Available
To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
<S> <C> <C> <C> <C>
Basic $4,766 2,577 $ 1.85
Common Share Equivalent
of Outstanding Options -- 55 (0.04)
------ ----- ------
Diluted $4,766 2,632 $ 1.81
====== ===== ========
</TABLE>
<TABLE>
<CAPTION>
For the Nine Months Ended October 2, 1999
-----------------------------------------
(Dollars and Shares in Thousands
except Per Share Data) Income Available
To Common Earnings
Shareholders Shares Per Share
------------ ------ ---------
<S> <C> <C> <C> <C>
Basic $4,849 2,965 $ 1.64
Common Share Equivalent -- 64 (0.04)
of Outstanding Options
------ ----- ------
Diluted $4,849 3,029 $ 1.60
====== ===== ======
</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
SFAS No. 130, "Reporting Comprehensive Income," 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 nine months in the periods ended September 30, 2000 and October 2,
1999, the following table sets forth the Company"s comprehensive income:
<TABLE>
<CAPTION>
(Dollars in Thousands) Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 30, Oct. 2, Sept. 30, Oct. 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $ 1,561 $ 1,670 $ 4,766 $ 4,849
Cumulative Translation Adjustments (904) 708 (1,480) (915)
------- ------- ------- -------
Comprehensive Income $ 657 $ 2,378 $ 3,286 $ 3,934
======= ======= ======= =======
</TABLE>
5. Management Segment Information
SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information," introduces 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 nine months in the periods
ended September 30, 2000 and October 2, 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
September 30, 2000:
Revenues-
Sales to unaffiliated customers $ 9,713 $10,281 $ -- $19,994
Sales to affiliates 1,435 753 (2,188) --
------- ------- ------- -------
Total sales $ 11,148 $11,034 $(2,188) $19,994
======= ======= ======= =======
Operating income $ 2,100 $ 331 $ 32 $ 2,463
======= ======= =======
Interest expense (296)
-------
Income before income taxes $ 2,167
=======
</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
October 2, 1999:
Revenues-
Sales to unaffiliated customers $ 8,300 $13,388 $ -- $ 21,688
Sales to affiliates 893 674 (1,567) --
------- ------- ------- --------
Total sales $ 9,193 $14,062 $(1,567) $ 21,688
======= ======= ======= ========
Operating income $ 1,473 $ 852 $ 68 $ 2,393
======= ======= =======
Interest expense (124)
--------
Income before income taxes $ 2,269
========
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
September 30, 2000:
<S> <C> <C> <C> <C>
Revenues-
Sales to unaffiliated customers $30,059 $32,307 $ -- $62,366
Sales to affiliates 3,631 2,283 (5,914) --
------- ------- ------- -------
Total sales $33,690 $34,590 $(5,914) $62,366
======= ======= ======= =======
Operating income $ 6,039 $ 1,325 $ 108 $ 7,472
======= ======= =======
Interest expense (751)
------
Income before income taxes $ 6,721
=======
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
October 2, 1999:
Revenues-
<S> <C> <C> <C> <C>
Sales to unaffiliated customers $24,849 $39,296 $ -- $64,145
Sales to affiliates 2,733 1,784 (4,517) --
------- ------- ------- -------
Total sales $27,582 $41,080 $(4,517) $64,145
======= ======= ======= =======
Operating income $ 3,628 $ 2,822 $ 51 $ 6,501
======= ======= =======
Interest expense (380)
-------
Income before income taxes $ 6,121
========
</TABLE>
-7-
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Results of Operations
For the third quarter and first nine months of 2000, the Company
reported net income of $1.561 million and $4.766 million, respectively, compared
to $1.670 million and $4.849 million for the same periods in 1999.
K-Tron is an international company which derived approximately 52% and
61% of its first nine 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
facility 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 Nine Months Ended
------------------ -----------------
Sept. 30, Oct. 2, Sept. 30, Oct. 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 54.2 54.2 53.7 54.7
---- ---- ---- ----
Gross profit 45.8 45.8 46.3 45.3
Selling, general & administrative 29.6 30.8 30.4 31.2
Research & development 3.9 3.9 3.9 4.0
---- ---- ---- ----
Operating income 12.3 11.1 12.0 10.1
Interest 1.5 0.6 1.2 0.6
---- ---- ---- ----
Income before income taxes 10.8% 10.5% 10.8% 9.5%
==== ==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
September 2000 December 1999 September 1999
-------------- ------------- --------------
<S> <C> <C> <C>
Backlog at end of period (at
September 30, 2000 foreign exchange
rates, in thousands) $20,946 $16,852 $17,581
======= ======= =======
</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 facility which are made in euros or German marks) exchange rates.
For the first three and nine 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 Nine Months Ended
------------------ -----------------
Sept. 30, Oct. 2, Sept. 30, Oct. 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Average U.S. dollar equivalent of
one Swiss franc 0.586 0.656 0.599 0.671
% change vs. prior year (10.7)% (10.7)%
Average U.S. dollar equivalent of
one euro 0.904 1.051 0.941 1.074
% change vs. prior year (14.0)% (12.4)%
Average U.S. dollar equivalent of
one German mark 0.462 0.537 0.481 0.549
% change vs. prior year (14.0)% (12.4)%
Average Swiss franc equivalent of
one German mark 0.788 0.819 0.803 0.818
% change vs. prior year (3.8)% (1.8)%
Average Swiss franc equivalent of
one euro 1.543 1.602 1.571 1.601
% change vs. prior year (3.7)% (1.9)%
</TABLE>
-9-
<PAGE> 12
Total revenues decreased by $1.7 million or 7.8% in the third quarter of
2000 and by $1.8 million or 2.8% in the first nine months of 2000 compared to
the same periods in 1999. North American revenues increased and Western European
revenues decreased in the third quarter and first nine months of 2000 compared
to the same periods in 1999. If the average foreign exchange rates for the third
quarter and first nine months of 2000 were applied to the same periods in 1999,
total revenues would have increased by $0.2 million or 1.2% for the quarter and
by $2.8 million or 4.6% for the first nine months.
Gross profit as a percent of revenues increased to 46.3% for the first
nine months of 2000 compared to 45.3% for the same period in 1999 while
remaining constant at 45.8% for the third quarters of 2000 and 1999. The
increase in gross margin in 2000 was primarily due to sales mix.
Selling, general and administrative (SG&A) expense decreased by $0.8
million or 11.4% for the third quarter of 2000 and by $1.0 million or 5.0% for
the first nine months of 2000 compared to the same periods in 1999. These
decreases in SG&A for the third quarter and first nine months were primarily due
to lower foreign exchange translation rates, partly offset by higher
commissions. As a percent of total revenues, SG&A for the third quarter and
first nine months of 2000 was 29.6% and 30.4%, respectively, compared to 30.8%
and 31.2% for the same periods in 1999.
Research and development (R&D) expenditures decreased by $0.1 million or
8.8% for the third quarter of 2000 and by $0.2 million or 6.1% for the first
nine 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 3.9% for the third quarter and 3.9% for the first nine months of
2000 as compared to 3.9% and 4.0% for the same periods in 1999.
Interest expense increased by $172 thousand or 139% for the third quarter
and by $371 thousand or 97.6% for the first nine 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 third quarter and first nine months of
2000 were 28.0% and 29.1%, respectively, compared to 26.4% and 20.8% for the
same periods in 1999. These higher rates in 2000 were primarily 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 24.3% at the end of the third
quarter compared to the end of 1999 and by 19.1% compared to the end of the
third quarter in 1999, in each case at constant foreign exchange rates. This
increase reflected substantially higher backlog at the Company's manufacturing
facility in 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% (8.41%). As of September 30, 2000, the Company had repaid
$1.244 million of debt associated with the share repurchase, leaving a balance
of $6.706 million still outstanding.
The Company's capitalization as of the end of the third quarter of 2000
and as of the end of fiscal years 1999 and 1998 is set forth below:
<TABLE>
<CAPTION>
Sept. 30, Jan. 1, Jan. 2,
(Dollars in Thousands) 2000 2000 1999
---- ---- ----
<S> <C> <C> <C>
Short-term debt, including current
portion of long-term debt $ 3,594 $ 4,627 $ 1,534
Long-term debt 11,724 7,252 9,638
------- ------- -------
Total debt 15,318 11,879 11,172
Shareholders' equity 19,406 25,210 22,274
------- ------- -------
Total debt and shareholders' equity $34,724 $37,089 $33,446
======= ======= =======
(total capitalization)
Percent total debt to total capitalization 44% 32% 33%
Percent long-term debt to equity 60% 29% 43%
Percent total debt to equity 79% 47% 50%
</TABLE>
Total debt increased by $3.4 million in the first nine months of 2000
($4.1 million using a constant foreign exchange rate). U.S. debt increased by
$6.5 million while debt in Switzerland decreased by $3.1 million. At September
30, 2000, the Company had $4.6 million of borrowing availability under its U.S.
loan agreements and $5.2 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 September 30, 2000, working capital was $12.9 million compared to
$14.1 million at January 1, 2000, and the ratio of current assets to current
liabilities at those dates was 1.70 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 nine months of 2000 and 1999, the Company utilized
internally-generated funds to meet its working capital needs and used bank
borrowings and available cash to complete the share repurchase.
Net cash provided by operating activities was $5.6 million in the first
nine months of 2000 compared to $2.5 million in the same period of 1999, with
the increase being primarily due to a reduction in accounts receivable offset in
part by an increase in inventory and a decrease in accrued expenses.
Net cash used in investing activities in the first nine 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 $1.5 million in the first nine 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 or other operational
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<PAGE> 15
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
<TABLE>
<CAPTION>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<S> <C> <C>
(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
September 30, 2000
</TABLE>
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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: November 9, 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
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C> <C>
27.1 Financial Data Schedule
</TABLE>
