Exhibit index
is on Page 13
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1996, 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 No. 1-5375
TECHNITROL, INC.
(Exact name of registrant as specified in Charter)
PENNSYLVANIA 23-1292472
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1210 Northbrook Drive, Suite 385
Trevose, Pennsylvania 19053
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, 215-355-2900
including area code:
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 the filing requirements for at least the
past 90 days. YES X NO
---- ---
Common Stock - Shares Outstanding as of October 16, 1996: 7,990,564
Page 1 of 15
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 1996 and December 31, 1995
In thousands of dollars, except for share data
Sept. 30, Dec. 31,
--------- --------
Assets 1996 1995
------ ---- ----
Current Assets:
Cash and cash equivalents $ 24,396 $ 13,894
Receivables:
Trade 34,872 33,431
Other 257 308
Inventories 29,259 32,962
Prepaid expenses and other current assets 3,492 2,019
-------- --------
Total current assets 92,276 82,614
Property, plant and equipment 84,229 81,063
Less accumulated depreciation 40,224 35,935
-------- --------
Net property, plant and equipment 44,005 45,128
Deferred income taxes 5,125 4,132
Excess of cost over net assets acquired, net 12,941 10,957
Other assets 927 2,109
-------- --------
$155,274 $144,940
======== ========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Current installments of long-term debt $2,021 $ 2,023
Accounts payable 7,823 8,359
Accrued expenses 33,852 28,990
-------- --------
Total current liabilities 43,696 39,372
Long-term liabilities:
Long-term debt, excluding current installments 6,587 15,102
Other long-term liabilities 6,279 5,705
Minority interest in subsidiary 95 --
Shareholders' equity:
Common stock 1,366 1,342
Additional paid-in capital 39,391 36,907
Retained earnings 65,083 52,517
-------- --------
105,840 90,766
Less: Cost of treasury stock (5,531) (4,535)
Unearned compensation under stock award plan (896) (697)
Cumulative translation adjustment (796) (773)
-------- --------
Total shareholders' equity 98,617 84,761
-------- --------
$155,274 $144,940
======== ========
See accompanying Notes to Consolidated Financial Statements.
Page 2 of 15
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands of dollars)
Three Months Nine Months
------------ -----------
Ended Sept. 30 Ended Sept. 30
-------------- --------------
1996 1995 1996 1995
---- ---- ---- ----
1. Net sales $ 59,053 $35,940 $189,933 $115,377
2. Costs and expenses applicable
to sales
a) Cost of goods sold 39,010 26,333 124,955 83,423
b) Selling, general and
administrative expenses 13,533 7,268 42,798 23,249
-------- ------- -------- --------
Total costs and expenses
applicable to sales 52,543 33,601 167,753 106,672
-------- ------- -------- --------
3. Other operating income
a) Gain on the sale of the
Products Division -- -- 1,471 --
-------- ------- -------- --------
4. Operating profit 6,510 2,339 23,651 8,705
5. Other income (expense)
Interest, net 24 (304) (138) (852)
Other (17) 203 (50) 107
-------- ------- -------- --------
Total other income (expense) 7 (101) (188) (745)
-------- ------- -------- --------
6. Earnings before taxes 6,517 2,238 23,463 7,960
7. Income taxes 2,252 565 8,496 2,575
8. Minority interest in subsidiary (5) -- (5) --
-------- ------- -------- --------
9. Net earnings $ 4,270 $ 1,673 $ 14,972 $ 5,385
======== ======= ======== ========
10. Weighted average common and
equivalent shares outstanding 8,083 6,042 8,045 6,042
11. Earnings per share $ .53 $ .28 $ 1.86 $ .89
12. Dividends declared per share $ .10 $ .10 $ .30 $ .295
Amounts are in thousands except for earnings per share and dividends per share.
See accompanying Notes to Consolidated Financial Statements.
Page 3 of 15
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 1996 and 1995
(In thousands of dollars)
Sept. 30, Sept. 30,
--------- ---------
1996 1995
---- ----
Cash flows from operating activities:
Net earnings $14,972 $ 5,385
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 7,103 4,114
Minority interest in subsidiary (5) --
Gain on sale of Products Division assets (1,471) --
Changes in assets and liabilities net of
effect of acquisitions and divestitures:
Increase (decrease) in accounts payable and
accrued expenses 2,590 (815)
(Increase) decrease in accounts receivable (1,892) 621
(Increase) decrease in inventories 2,860 (4,253)
Other, net (118) (758)
------- -------
Net cash provided by operating activities 24,039 4,294
------- -------
Cash flows from investing activities:
Proceeds from the sale of Products Division assets 3,671 --
Cash acquired net of cash paid for acquisition of
Pulse Engineering -- 16,658
Acquisition of Netwave assets from Xircom (1,175) --
Capital expenditures, exclusive of acquired business (5,420) (4,046)
Proceeds from sale of property, plant and equipment 12 17
------- -------
Net cash provided by (used in) investing activities (2,912) 12,629
------- -------
Cash flows from financing activities:
Dividends paid (2,391) (1,751)
Proceeds of long-term debt -- 9,000
Principal payments of long-term debt (8,517) (2,006)
Net repayment of short-term debt -- (769)
Proceeds from exercise of stock options 499 --
Purchase of treasury stock (344) --
Contributions from minority interest in subsidiary 100 --
------- -------
Net cash provided by (used in) financing activities (10,653) 4,474
------- -------
Net effect of exchange rate changes on cash 28 23
Net increase (decrease) in cash and cash equivalents 10,502 21,420
Cash and cash equivalents at beginning of year 13,894 8,716
------- -------
Cash and cash equivalents at September 30 $24,396 $30,136
------- -------
See accompanying Notes to Consolidated Financial Statements.
Page 4 of 15
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Accounting Policies
-------------------
For a complete description of the accounting policies of
Technitrol, Inc. and its consolidated subsidiaries ("the Company"),
refer to Note 1 of Notes to Consolidated Financial Statements included
in the Company's Form 10-K filed for the year ended December 31, 1995.
Reclassifications
Certain amounts in the 1995 financial statements have been
reclassified to conform with the current year's presentation.
(2) Acquisitions and Divestitures
-----------------------------
On August 30, 1996, a majority-owned subsidiary of the Company,
Netwave Technologies, Inc. ("NTI"), completed the purchase of all of
the wireless LAN business assets of Xircom, Inc. The Company's
ownership interest of NTI is currently 90%, however its interest is
expected to decrease to approximately 80% as additional contributions
are received from minority investors. The fair value of the assets
acquired, which includes equipment, inventory and certain
intangibles, is not material to the company's financial position.
On February 27, 1996, the Company sold certain assets of the
Products Division to an unrelated party. As a result of the sale, the
Company discontinued its production and marketing of document counters
and dispensers, the sales of which approximated $4.9 million in 1995.
The consideration received approximated $3.7 million and the pre-tax
gain of approximately $1.5 million that was realized on the sale
(after recognition of related costs and expenses) was included in
operating profit for the quarter ended March 31, 1996.
On September 29, 1995, the Company completed the acquisition of
Pulse Engineering, Inc. ("Pulse"), pursuant to an Agreement and Plan
of Merger dated May 23, 1995. As a result of the merger, Pulse became
a wholly-owned subsidiary of the Company. Pulse, headquartered in San
Diego, California, and with manufacturing operations in the People's
Republic of China, Taiwan, the Philippines and Ireland, designs,
manufactures and markets electronic components and modules primarily
for manufacturers of local area networks and telecommunications
systems.
The total purchase price approximated $60.6 million and consisted
of cash paid to the former Pulse stockholders, stock issued to the
former Pulse stockholders, stock options assumed, and related
acquisition costs. The fair value of the assets acquired and
liabilities assumed approximated $65.5 million and $17.4 million,
respectively. The excess of cost over net assets acquired
approximated $12.5 million and is being amortized over 15 years. The
components of the purchase price as described here include final
purchase price allocation adjustments which were made during 1996.
None of the allocation adjustments which were made during 1996 were
material to the total purchase price or to the consolidated earnings
of the Company. The purchase price was arrived at pursuant to arms-
length negotiations taking into account all pertinent factors
including, but not limited to, the nature, monetary and strategic
value of the assets being acquired, business prospects of Pulse and
the synergies of Pulse with the existing operations of the Electronic
Components Segment of the Company.
Approximately 1,785,000 shares of Technitrol common stock at a
then fair market value of $16.375 per share were issued to former
holders of Pulse common stock. The cash portion of the purchase
price, including cash paid to the former stockholders of Pulse and
related acquisition costs, was approximately $27.6 million. In
addition, all outstanding options to purchase Pulse common stock were
assumed by the Company. Approximately 269,000 shares of Technitrol
common stock became issuable upon exercise of
Page 5 of 15
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(2) Acquisitions and Divestitures (continued)
-----------------------------
such options. Except for approximately 33,000 options which were not
vested at the acquisition date, all assumed options became immediately
exercisable at prices ranging from $1.73 to $15.61. The options have
various expiration dates, the latest of which is in April 2001.
The acquisition has been accounted for by the purchase method of
accounting. Had Pulse been acquired on January 1, 1995, unaudited
consolidated pro forma results of operations of the Company would have
been (in thousands, except for earnings per share):
Nine Months Ended
Sept. 30, 1995
--------------
Sales $191,062
Net earnings $12,851
Earnings per share $1.60
This unaudited information is provided for comparative purposes
only. It does not purport to be indicative of the results that
actually would have occurred if the acquisition had been consummated
on the date indicated or which may be obtained in the future. The pro
forma earnings per share amounts include the effect of shares issued
and stock options assumed in connection with the merger.
(3) Inventories
-----------
Inventories consist of the following (in thousands):
September 30, December 31,
------------- ------------
1996 1995
---- ----
Finished goods $11,622 $12,926
Work in process 7,613 8,888
Raw materials 10,024 11,148
------- -------
$29,259 $32,962
======= =======
(4) Supplemental Disclosure of Non-cash Transactions
------------------------------------------------
During the nine months ending September 30, 1996 and 1995, the
Company issued to employees stock pursuant to the Company's Restricted
Stock Plan having a fair value of $555,000 and $406,000, respectively.
(5) Restructuring Charges
---------------------
Restructuring and related costs are recognized in accordance with
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."
During the second quarter of 1996, the Company initiated a
restructuring plan aimed at reducing the costs of manufacturing within
its Electronics Components Segment. Accordingly, reserves were
established for employee separation costs related to the relocation of
a majority of the production capacity of the Company's production
facility in Taiwan to the Company's production facility in the
Philippines. Charges of $1,950,000 were included in selling, general
and administrative expenses for the second quarter, including payments
made to terminated employees during the quarter of $1,137,000.
Additional separation payments were made during the quarter ended
September 30, 1996. These payments were charged against the provision
established during the second
Page 6 of 15
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(5) Restructuring Charges (continued)
---------------------
quarter. Substantially all required payments have been made prior to
September 30, 1996 and no material provision exists at the end of the
third quarter. The employees involved in the plan are primarily
direct production workers in Taiwan. A limited number of indirect
employees are also involved. A total of 263 direct and 46 indirect
employees were included in the restructuring plan.
(6) Subsequent Event
----------------
On October 31, 1996, a newly created, indirectly wholly-owned
subsidiary of the Company acquired substantially all of the operating
assets of the metallurgical business of Doduco GmbH located in
Germany, as well as all of the capital stock of Doduco Espana located
in Madrid, Spain (together, "Doduco"). The assets purchased consist
of real property in Pforzheim and Sinsheim, inventories, fixed assets
and intangibles. The liabilities assumed are limited to certain
obligations under contracts accepted by the Company and certain
vacation and bonus payments due to employees.
Doduco, which has operated in bankruptcy since June 1996,
produces electrical contacts, contact materials, thermostatic
bimetals, and precision contact sub-assemblies made from precious and
non-precious metals by wrought as well as powdered metallurgical
processes. Its contact producing operations are complemented by broad
capabilities in electroplating and precious metals refining. Doduco
has undergone significant restructuring both prior to and during its
bankruptcy. The Company intends to continue to operate the business
of Doduco at its present locations in Germany and Spain, using
separate indirectly wholly-owned corporate entities under the Doduco
and Advanced Metallurgy names.
The purchase price for the assets acquired was approximately
$22.0 million, including transaction expenses. In addition, the
Company entered into leases with third party leasing companies for
approximately $19.0 million of precious metals previously owned by
Doduco and used in its operations. The conditions of the leases are
essentially the same as those of the leases currently in effect
relating to the leasing of precious metals used in the Company's
Metallurgical Products Segment. The purchase price was funded by a
combination of cash on-hand and bank credit provided under a $30.0
million multi-currency temporary acquisition facility. Subsequent to
September 30, 1996, approximately 28.0 million Deutsche Marks
(approximately $18.0 million) was borrowed under the temporary
acquisition facility to fund a portion of the purchase price as well
as the initial working capital needs of Doduco. The purchase price
was arrived at pursuant to arms-length negotiations taking into
account all pertinent factors including, but not limited to, the
nature, monetary and strategic value of the assets being acquired and
the synergies of Doduco with the existing operations of the
Metallurgical Products Segment of the Company, which includes Advanced
Metallurgy, Inc. and Chace Precision Metals, Inc. The total purchase
price is subject to adjustment as the expenses and details of the
transaction are finalized. The acquisition will be accounted for by
the purchase method of accounting and the Company is currently in the
process of obtaining appraisals of the Doduco assets for purposes of
purchase price allocation.
For the full year ending December 31, 1996, Doduco's revenues
(for the product lines represented by the assets acquired by the
Company) are expected to approximate $160.0 million. The results of
these product lines subsequent to October 31, 1996 will be included in
the Company's consolidated results for the year ended December 31,
1996.
Page 7 of 15
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- ---------------------------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
The results for the nine months ended September 30, 1996 have been
prepared by Technitrol's management without audit or participation by
its independent auditors. In the opinion of management, the financial
statements fairly present the results of Technitrol's operations for
the periods presented and the consolidated balance sheet at September
30, 1996. To the best knowledge and belief of Technitrol, all normal
recurring accruals and adjustments have been made to properly reflect
income and expenses attributable to this period.
At September 30, 1996, the Company's cash balance was
approximately $24.4 million. This represents an increase of $10.5
million from the end of 1995. Total working capital was $48.6 million
at the end of the third quarter. The significant positive cash flow
during 1996 enabled the Company to increase its cash reserves in
addition to repaying approximately $8.5 million in long-term debt.
During the nine months ended September 30, 1996, cash provided by
operations was $24.0 million. The cash flow from operations included
earnings of approximately $15.0 million and depreciation and
amortization of $7.1 million. Accounts receivable increased by $1.9
million during the nine months as a result of the record sales level.
Inventories decreased by $2.9 from the end of 1995. The lower
inventory level reflects the decrease in the backlog from $55.9
million at December 31, 1995 to $44.6 million at September 30, 1996.
Cash used by investing activities was $2.9 million during the
first nine months of 1996. Capital expenditures were $5.4 million
during the period. The assets of the Netwave wireless LAN product
line were purchased from Xircom, Inc. during the quarter. The
purchase price, including related expenses, was approximately $1.2
million. The cash received from the sale of the Company's Products
Division approximated $3.7 million. The Products Division sale
occurred on February 27, 1996 and a portion of the funds received were
used to repay debt, as noted below.
Debt repayments totaled $8.5 million during the nine months,
comprising the majority of the total cash used in financing
activities. The Company's primary credit facility of $50.0 million
includes a revolving credit portion and a term loan. The $7.0 million
that was outstanding under the revolver at December 31, 1995 was
repaid in its entirety during the first quarter of 1996. Separately,
$1.5 million was repaid under the term loan during the first nine
months of 1996. The Company received $0.5 million from the exercise
of stock options during 1996. The options exercised were among those
assumed in connection with the acquisition of Pulse in 1995. No new
options have been granted. During the third quarter, the Company
reactivated its previously announced stock repurchase program and $0.3
million was used for purchases of common stock under this plan. The
Company has since determined that this plan will be rescinded.
Dividends of $2.4 million were paid during the first nine months of
1996.
The acquisition of substantially all of the operating assets of
Doduco GmbH occurred on October 31, 1996 as described in Note 6 to the
Consolidated Financial Statements contained in Item 1 of Part 1 of
this Form 10-Q. The Company financed the acquisition by a combination
of cash on-hand and funds borrowed under a new $30.0 million temporary
acquisition facility. In addition, the Company leased approximately
$19.0 million of precious metals used in Doduco's operations. The
temporary acquisition facility is an uncommitted multi-currency
facility and is expected to be converted into a multi-currency five-
year revolving credit facility prior to year-end. An amount of 28.0
million Deutsche Marks (approximately $18.0 million) has been borrowed
under the temporary facility. Additional borrowings may occur as the
Company funds the working capital requirements of Doduco. The Company
believes that cash from operations and, if necessary, its line of
credit will be sufficient to satisfy the Company's requirements for
the foreseeable future.
Page 8 of 15
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
- -------------------------------------------------------------------
Liquidity and Capital Resources (continued)
- ------------------------------
Recent balance sheet composition has been:
September 30, December 31, September 30,
1996 1995 1995
---- ---- ----
Cash & cash equivalents 16% 10% 18%(a)
Other current assets 44% 47% 44%
Plant, property & equipment 28% 31% 28%
Other assets 12% 12% 10%
--- --- ---
Total 100% 100% 100%
=== === ===
Current liabilities 28% 28% 35%(a)
Long-term debt excluding
current installments 4% 10% 12%
Other non-current liabilities 4% 4% 3%
Shareholders' equity 64% 58% 50%
--- --- ---
Total 100% 100% 100%
=== === ===
(a) Includes cash due to former holders of Pulse common stock.
Results of Operations
- ---------------------
Sale of the Products Division
-----------------------------
The Company sold the assets of its Products Division (a provider
of currency counters and dispensers) for a pre-tax gain of
approximately $1.5 million, or $0.09 per share after tax, during the
first quarter of 1996. The Products Division was included in the End
User/Finished Products Segment, the name of which was changed to the
Test & Measurement Products Segment.
For the Three Months Ended September 30, 1996
- ---------------------------------------------
Revenues
--------
Sales in the third quarter of 1996 were $59.1 million, an
increase of 64.3% over the same period in 1995. The increase over
1995 is primarily attributable to the sales of Pulse Engineering, Inc.
("Pulse"), which was acquired by the Company in September 1995. The
Electronic Components Segment, which includes Pulse, experienced
significant demand from its customers in the computer, local area
network (LAN) and telecommunication markets during the first half of
1996. However, as expected, the sales level in this Segment declined
somewhat in the third quarter reflecting the lower order rate in the
second and third quarter. The decline in orders was the result of
widely observed inventory adjustments and project deferrals occurring
within the industry. Order entry for this Segment improved during
September and October. It is too soon to predict whether this is a
trend and, if so, how long it might continue.
Sales of the Metallurgical Products Segment increased from the
sales during the same period of 1995. Volume increases at Advanced
Metallurgy, Inc. ("AMI") were the primary cause of the increase in
this Segment as AMI's higher sales offset a decrease in sales at Chace
Precision Metals, Inc. ("Chace"). Domestic economic conditions
affecting the manufacturers of circuit protection, power control and
power distribution equipment continue to have a significant impact on
the sales volume of AMI. These conditions were more favorable during
1996 than in 1995.
Page 9 of 15
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
- -------------------------
Revenues (continued)
--------
Total sales for the Test & Measurement Products Segment in the
quarter were lower than the prior year period as a result of the sale
of the Products Division during the first quarter of 1996. The sales
of that Division were approximately $1.1 million for the comparable
quarter in 1995. Without the effect of the Products Division sales,
the Test & Measurement Segment experienced a sales increase during the
third quarter of 1996 relative to the third quarter of 1995. A sales
increase at Lloyd Instruments, Ltd. ("Lloyd") exceeded a slight sales
decrease at John Chatillon & Sons, Inc. ("Chatillon").
Cost of Sales and Operating Expenses
------------------------------------
During the third quarter, the Company's gross margin was 33.9%,
an increase from 26.7% in the third quarter of 1995. The higher gross
margin was primarily the result of improved manufacturing efficiencies
and higher shipments within the Electronic Components Segment
(reflecting the addition of Pulse in 1996) and the Metallurgical
Products Segment. Gross margin and operating profit improvement in
the Metallurgical Products Segment evidenced a continued recovery from
the increased price competition and raw material cost increases that
were so dramatic during the second half of 1995. The management of
that Segment had reduced overhead spending and lowered break-even
points prior to the third quarter of 1996 and these actions had a
favorable impact on the profitability of the Segment, particularly
with the higher volume in 1996.
Earnings of the Test & Measurement Products Segment increased
from the comparable prior year period. This increase was primarily
attributable to the higher earnings of Lloyd. The results of Lloyd
during the third quarter of 1996 included greater amounts of service
and repair work that typically has a higher gross margin than sales of
certain products. In addition, overhead spending was lower than
planned at Lloyd, due in part to lower spending at Lloyd's subsidiary
in Germany.
Total selling, general and administrative expenses for the
quarter were $13.5 million compared to $7.3 million for the same
period in 1995. This represents an increase of 86.2%. The increase
includes the effect of Pulse, which was acquired at the end of the
third quarter in 1995, as well as higher administrative spending
necessary to support the increased level of sales in 1996.
Interest
--------
Interest income slightly exceeded interest expense during the
quarter and resulted in net interest income of $24,000. In the
comparable prior year period, net interest expense was $304,000.
During the third quarter of 1996, the level of debt outstanding was
significantly lower than in 1995. The cash flow that has been
generated in 1996 has also provided the Company with higher levels of
cash reserves which are invested in short-term deposit instruments.
The earnings on these investments has offset the amount of interest
expense incurred by the Company. The rate on the term debt balance of
$8.5 million at September 30, 1996 is fixed at 6.65%. With the
incurrence of debt to fund the Doduco acquisition (see "Liquidity and
Capital Resources" above), the Company expects that interest expense
will exceed interest income in the fourth quarter of 1996.
Income Taxes
------------
The effective income tax rate for the quarter was 34.6%, an
increase from the effective rate of 25.2% during the third quarter of
1995. The increase was caused by proportionately less taxable income
earned by the Company's offshore operating units, which generally
incur lower tax rates than those experienced by the Company's domestic
operations.
Page 10 of 15
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
- -------------------------
For the Nine Months Ended September 30, 1996
- --------------------------------------------
Revenues
--------
Total sales for the first nine months of 1996 were $189.9
million, an increase of 64.6% from the sales of $115.4 million
recorded in the prior year period. Most of the sales increase is
attributable to the inclusion of Pulse during 1996. Sales of the
Metallurgical Products Segment also increased relative to the same
period in 1995, with an increase in sales at AMI exceeding a sales
decrease at Chace. As noted in the analysis of the third quarter
results above, the domestic economic conditions which affect the
manufacturers of circuit protection, power control and power
distribution equipment were more favorable during 1996 than in 1995
and this has had a positive impact on the sales volumes of AMI.
Higher market prices for metals, which are factored in customer prices
for certain products of the Segment, also contributed to the sales
increase.
The Test & Measurement Segment experienced a sales increase among
the remaining operating units. (The Products Division was sold during
the first quarter of 1996.) On a year-to-date basis, the increased
sales of Lloyd accounted for most of the increase of the Segment.
Cost of Sales and Operating Expenses
------------------------------------
The year-to-date gross margin in 1996 was 34.2% compared to 27.7%
in 1995. The increased margin was driven primarily by the Electronic
Components Segment and specifically the addition of Pulse.
Manufacturing efficiencies relative to the Segment's operations in
China, which had begun to be realized during the second half of 1995,
continued during 1996. Operating profits of the Electronic Components
Segment in 1996 were negatively impacted by restructuring charges
incurred relative to certain Far East operations. These charges
resulted from the decision by management to shift a majority of the
production from the Segment's operation in Taiwan to its Philippine
production site. While that alternative had been contemplated for
some time, the final decision to effect the change and the costs
associated with that decision were determined during the second
quarter of 1996. The total charge was approximately $1.95 million and
related primarily to employee severance payments in Taiwan. This
expense is not expected to be recurring.
Total selling, general and administrative expenses were $42.8
million during the nine months ended September 30, 1996, compared with
$23.2 for the same period in 1995. The increase includes the addition
of Pulse, the restructuring expenses incurred relative to the
Electronic Component Segment's operation in Taiwan and higher
corporate spending necessary to support the increased level of sales
in 1996.
Interest
--------
Net interest expense for the first nine months of 1996 was
$138,000 compared to $852,000 in the comparable prior year period.
Approximately $8.5 million of long-term debt was repaid during the
first nine months of 1996, resulting in a lower level of debt
outstanding. Additionally, increasing cash reserves resulted in
interest income exceeding interest expense during the period.
Income Taxes
------------
The effective year-to-date income tax rate for the first nine
months of 1996 was 36.2% compared to 32.3% during 1995. The higher
rate in 1996 was the result of higher non-deductible expenses,
including reorganization expenses of Lloyd incurred in Germany during
the first quarter. Also contributing to the higher rate in 1996 was
the sale of assets of the Products Division which occurred in the
first quarter.
Page 11 of 15
<PAGE>
PART II. OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS NONE
ITEM 2 CHANGES IN SECURITIES NONE
ITEM 3 DEFAULTS UPON SENIOR SECURITIES NONE
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS NONE
ITEM 5 OTHER INFORMATION
On November 4, 1996, the Company's common stock began
trading on the New York Stock Exchange under the symbol
TNL. Previously, the stock was listed on the American
Stock Exchange.
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The Exhibit Index is on page 13.
(b) Reports on Form 8-K
A report on Form 8-K dated August 30, 1996 was filed
with respect to information regarding a shareholder rights
plan adopted by the Board of Directors of the Company.
A report on Form 8-K dated October 25, 1996 was filed
with respect to the acquisition of Doduco as described in
Note 6 to the Consolidated Financial Statements in Item 1
of Part 1 of this Form 10-Q.
Page 12 of 15
<PAGE>
EXHIBIT INDEX
DOCUMENT
3. (i) Articles of Incorporation Incorporated by reference to Form 10-K
for the year ended December 31, 1995
(ii) By-laws Incorporated by reference to Form 10-K
for the year ended December 31, 1995
4. Instruments defining Incorporated by reference from Form
rights of security 10-K for the year ended December 31,
holders 1995 and from Exhibit 4 of Form 8-K
dated August 30, 1996.
11. Statement re computation
of per share earnings Page 14
27. Financial Data Schedule Electronic Filing Only
Page 13 of 15
<PAGE>
EXHIBIT (11) COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
Three Months Ended Nine Months Ended
---------------------- -----------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1996 1995 1996 1995
---- ---- ---- ----
Net earnings $4,270,000 $1,673,000 $14,972,000 $5,385,000
Primary earnings per share:
Weighted average number of
common shares outstanding 8,012,000 6,042,000 7,975,000 6,042,000
Add: Shares arising from the
assumed exercise of stock
options (as determined under
the Treasury Stock Method) 71,000 -- 70,000 --
--------- --------- --------- ---------
Weighted average of common and
equivalent shares 8,083,000 6,042,000 8,045,000 6,042,000
--------- --------- --------- ---------
Primary earnings per share $ .53 $ .28 $ 1.86 $ .89
========= ========= ========= =========
Fully diluted earnings per share (1):
Weighted average of common and
equivalent shares outstanding
(as determined for the
Primary earnings per share
calculation above) 8,083,000 6,042,000 8,045,000 6,042,000
Add: Additional shares arising
from the assumed exercise of
stock options (as determined
under the Treasury Stock
Method) -- -- -- --
--------- --------- --------- ---------
Weighted average of common
and equivalent shares 8,083,000 6,042,000 8,045,000 6,042,000
--------- --------- --------- ---------
Fully diluted earnings
per share $ .53 $ .28 $ 1.86 $ .89
========= ========= ========= =========
Note (1): This calculation is submitted in accordance with the Securities Act
of 1933 Release No. 5,133 although it is not required by footnote 2 to
paragraph 14 of APB Opinion No. 15 because it results in dilution of less
than 3%.
Page 14 of 15
<PAGE>
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.
TECHNITROL, INC.
----------------------------------
(Registrant)
November 13, 1996 /s/Albert Thorp, III
- -------------------------------- -----------------------------------
(Date) Albert Thorp, III
Vice President - Finance, Treasurer and
Chief Financial Officer
November 13, 1996 /s/Drew A. Moyer
- -------------------------------- -----------------------------------
(Date) Drew A. Moyer
Corporate Controller, Assistant Treasurer
and Principal Accounting Officer
Page 15 of 15
<PAGE>
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<MULTIPLIER> 1000
<S>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 24396
<SECURITIES> 0
<RECEIVABLES> 34872
<ALLOWANCES> 0
<INVENTORY> 29259
<CURRENT-ASSETS> 92276
<PP&E> 84229
<DEPRECIATION> 40224
<TOTAL-ASSETS> 155274
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<BONDS> 6587
<COMMON> 1366
0
0
<OTHER-SE> 97251
<TOTAL-LIABILITY-AND-EQUITY> 155274
<SALES> 189933
<TOTAL-REVENUES> 189933
<CGS> 124955
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<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 138
<INCOME-PRETAX> 23468
<INCOME-TAX> 8496
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<EXTRAORDINARY> 0
<CHANGES> 0
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