Exhibit index
is on Page 17
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 June 30, 1997, 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, including area code: 215-355-2900
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 July 21, 1997: 16,097,137
Page 1 of 19
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1997 and December 31, 1996
(Unaudited)
(In thousands of dollars)
June 30, Dec. 31,
------- --------
Assets 1997 1996
------ ---- ----
Current Assets:
Cash and cash equivalents $ 63,533 $ 43,531
Trade receivables 56,890 46,537
Inventories 49,398 48,028
Prepaid expenses and other current assets 4,260 4,530
-------- --------
Total current assets 174,081 142,626
Property, plant and equipment 95,020 96,792
Less accumulated depreciation 42,786 42,654
-------- --------
Net property, plant and equipment 52,234 54,138
Deferred income taxes 7,791 6,834
Excess of cost over net assets acquired, net 13,303 13,851
Other assets 757 898
-------- --------
$248,166 $218,347
======== ========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Current installments of long-term debt $ 2,022 $ 2,024
Notes payable 2,700 2,911
Accounts payable 9,970 11,694
Accrued expenses 62,900 51,210
-------- --------
Total current liabilities 77,592 67,839
Long-term liabilities:
Long-term debt, excluding current installments 33,935 39,677
Other long-term liabilities 7,617 7,241
Shareholders' equity:
Common stock and additional paid-in capital 42,626 40,638
Retained earnings 88,862 64,339
Other (2,466) (1,387)
-------- --------
Total shareholders' equity 129,022 103,590
-------- --------
$248,166 $218,347
======== ========
See accompanying Notes to Consolidated Financial Statements.
Page 2 of 19
<PAGE>
<TABLE>
<CAPTION>
TECHNITROL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In thousands of dollars, except share data)
Three Months Six Months
Ended June 30 Ended June 30
------------- ----------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
1. Net sales $103,927 $60,120 $196,134 $115,110
2. Costs and expenses applicable to sales
a) Cost of goods sold 70,281 39,947 133,573 77,320
b) Selling, general and administrative expenses 21,087 12,803 39,663 22,996
-------- ------- -------- --------
Total costs and expenses applicable to
sales 91,368 52,750 173,236 100,316
3. Operating profit 12,559 7,370 22,898 14,794
4. Other income (expense)
Interest (168) (49) (493) (191)
Other (93) (32) (28) (8)
-------- ------- -------- --------
Total other income (expense) (261) (81) (521) (199)
-------- ------- -------- --------
5. Earnings before taxes 12,298 7,289 22,377 14,595
6. Income taxes 4,595 2,447 8,152 5,117
7. Minority interest in subsidiary income (loss) (197) -- (228) --
-------- ------- -------- --------
8. Net earnings from continuing operations 7,900 4,842 14,453 9,478
9. Discontinued operations:
Earnings (loss) from operations of the Test &
Measurement Products Segment, net of
income taxes (23) 394 258 1,224
Gain on disposal of discontinued business
(less income taxes of $11,064) 11,502 -- 11,502 --
-------- ------- -------- --------
10. Net earnings $ 19,379 $ 5,236 $ 26,213 $ 10,702
======== ======= ======== ========
11. Weighted average common and equivalent
shares outstanding 16,182 16,162 16,141 16,089
12. Earnings per share from continuing operations $ .49 $ .30 $ .90 $ .59
13. Dividends declared per share $ .0525 $ .05 $ .105 $ .10
Amounts are in thousands except for earnings per share and dividends per share.
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
Page 3 of 19
<PAGE>
<TABLE>
<CAPTION>
TECHNITROL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1997 and 1996
(Unaudited)
(In thousands of dollars)
June 30, June 30,
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $26,213 $10,702
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization 5,660 4,708
Gain on sale of Products Division assets -- (1,471)
Gain on sale of Test & Measurement Products Segment (11,502) --
Changes in assets and liabilities net of effect of
discontinued operations:
Increase in accounts payable and accrued expenses 13,596 5,106
(Increase) in accounts receivable (16,783) (4,738)
(Increase) decrease in inventories (8,670) 290
Other, net (1,715) (656)
------- -------
Net cash provided by operating activities 6,799 13,941
------- -------
Cash flows from investing activities:
Proceeds from the sale of discontinued operations, net
of cash sold and expenses paid 33,179 3,671
Acquisition of Doduco assets and payment of related
expenses (8,084) --
Capital expenditures (7,019) (3,422)
Proceeds from sale of property, plant and equipment 49 12
------- -------
Net cash provided by investing activities 18,125 261
------- -------
Cash flows from financing activities:
Dividends paid (1,644) (1,591)
Proceeds of long-term borrowings 10,159 --
Principal payments of long-term debt (11,916) (7,511)
Net borrowings (repayments) of short-term debt (211) --
Proceeds from exercise of stock options 269 472
Contributions from minority interest in subsidiary 100 --
------- -------
Net cash used in financing activities (3,243) (8,630)
------- -------
Net effect of exchange rate changes on cash (1,679) (19)
Net increase in cash and cash equivalents 20,002 5,553
Cash and cash equivalents at beginning of year 43,531 13,894
------- -------
Cash and cash equivalents at June 30 $63,533 $19,447
======= =======
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
Page 4 of 19
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
Notes to Unaudited 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, 1996.
The results for the six months ended June 30, 1997 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 in all material respects the results of
Technitrol's operations for the periods presented and the consolidated
balance sheet at June 30, 1997. To the best knowledge and belief of
Technitrol, all adjustments have been made to properly reflect income
and expenses attributable to this period. All such adjustments are of
a normal recurring nature, except for adjustments related to
discontinued operations.
Certain amounts in the 1996 financial statements have been
reclassified to conform with the current year's presentation.
(2) Acquisitions and Divestitures
Doduco GmbH: On October 31, 1996, the Company acquired certain
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. Doduco 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.
The assets purchased consisted of real property in Pforzheim and
Sinsheim, Germany and Madrid, Spain, inventories, fixed assets and
intangibles. The liabilities assumed consisted of vacation and bonus
payments due to employees. The acquisition of Doduco was accounted
for by the purchase method of accounting. The purchase price for the
assets acquired was approximately $20.5 million, including transaction
expenses. In addition, the Company entered into consignment-type
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 previously in effect elsewhere within the
Company's Metallurgical Products Segment. The fair value of the net
assets acquired approximated $96.0 million. The purchase price was
funded primarily by bank credit provided under a $30.0 million multi-
currency temporary acquisition facility which was substantially
refinanced with a $40.0 million permanent multi-currency facility.
The total purchase price is subject to adjustment as expenses and
details of the transaction are finalized. Also, management of the
Company has not finalized its plan of restructuring for the acquired
operations. Such plan may include the relocation and/or termination
of employees. Additional liabilities related to such plan may result
in an adjustment to the purchase price allocation. Adjustments to the
purchase price allocation will be finalized during 1997 and are not
expected to have a material impact on the Company's consolidated
results of operations for 1997.
Page 5 of 19
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(2) Acquisitions and Divestitures, continued
Doduco experienced significant financial difficulty for a number
of years and entered into bankruptcy during June of 1996 and
receivership in August of 1996. The assets of Doduco which were
acquired by the Company were acquired from a receiver and, prior to
the Company's purchase of those assets, other isolated assets and
product lines of Doduco were sold or abandoned by Doduco or the
receiver. In addition, significant restructuring occurred after
December 31, 1995 which related to both the product lines acquired by
the Company as well as those otherwise disposed of or abandoned by the
receiver. The net assets acquired by the Company relate to product
lines and operations which were not operated as a separate business
entity but rather were an integral part of Doduco GmbH & Co. and its
subsidiary, Doduco Espana. As a result, management does not believe
that the following unaudited pro forma financial information for the
Company (in thousands, except for earnings per share), which assumes
that Doduco was acquired on January 1, 1996, is indicative of the
results that actually would have occurred if the acquisition had
been consummated on the date indicated or which may be attained in
the future.
Six Months Ended
June 30, 1996
---------------
Sales $192,820
Net earnings from continuing operations $10,298
Earnings per share from continuing operations $.64
Test & Measurement Products Segment: On June 4, 1997, the
Company completed the sale of the companies that formed its Test &
Measurement Products Segment to an affiliate of AMETEK, Inc. for
approximately $34.0 million in cash and a resulting gain of approximately
$11.5 million (net of income taxes of approximately $11.1 million) was
realized in the second quarter of 1997. Transaction expenses will be
paid by the Company from the gross proceeds of the sale and are
reflected in the net gain realized on the sale. As a result
of the foregoing, the Company discontinued its manufacturing and
marketing of Test & Measurement products (including force-measurement
gauges, rheology test systems and weighing devices) and the Test &
Measurement Products Segment is reported as a discontinued operation
in these financial statements. The net assets of the Segment
consisted primarily of accounts receivable, inventories and fixed
assets, net of accounts payable and other accrued operating expenses.
The sales of the Test & Measurement Products Segment were
approximately $11.8 million in 1997 prior to the divestiture.
On February 27, 1996, the Company sold certain assets of its
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 consideration received approximated $3.7 million
and the after-tax gain of approximately $0.7 million that was realized
on the sale is reflected in the Company's financial results.
The divestiture of the Products Division, which was included in
the Test & Measurement Products Segment, occurred prior to the
Company's decision to divest the entire Segment and financial
information for the Products Division had not been separately reported
in previous financial statements. Accordingly, its operating results
and the gain on the sale of that Division were previously included in
income from continuing operations. Those items have been reclassified
and are now included as a part of the discontinued operations. The
earnings from operations of the Test & Measurement Products Segment
for the six months ended June 30, 1996, includes a gain of
approximately $699,000 (net of income taxes of approximately $772,000)
realized on the disposal of the Products Division.
Page 6 of 19
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(2) Acquisitions and Divestitures, continued
The effect of the discontinued operations on earnings per share
is as follows:
Three Months Six Months
Ended June 30 Ended June 30
------------- -------------
1997 1996 1997 1996
---- ---- ---- ----
Earnings per share from continuing operations $ .49 $.30 $.90 $.59
Discontinued operations:
Earnings per share from Test & Measurement
Products Segment, net of tax .00 .02 .01 .08
Gain per share on disposal of Test &
Measurement Products Segment, net
of tax .71 -- .71 --
----- ---- ----- ----
Earnings per share $1.20 $.32 $1.62 $.67
===== ==== ===== ====
(3) Inventories
Inventories consisted of the following (in thousands):
June 30, December 31,
-------- ------------
1997 1996
---- ----
Finished goods $15,210 $16,513
Work in process 13,742 14,641
Raw materials and supplies 20,446 16,874
------- -------
$49,398 $48,028
======= =======
Page 7 of 19
<PAGE>
TECHNITROL, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(4) Shareholders' Equity
Changes in the components of shareholders' equity were as follows
(in thousands, except share amounts):
Common stock and
additional paid-in
capital
-------------------
Retained
Shares Amount earnings Other
------ ------ -------- -----
Balance at December 31, 1996 15,974,918 $40,638 $64,339 $1,387
Stock issued (primarily options
exercised) 76,694 253 -- --
Stock awards, net of forfeitures 45,525 1,080 -- 1,080
Compensation under Restricted
Stock Plan -- -- -- (426)
Tax benefit of stock-based
compensation items -- 655 -- --
Net change in cumulative
translation adjustment -- -- -- 425
Net earnings -- -- 26,213 --
Dividends declared (.0525 per
share) -- -- (1,690) --
---------- ------- ------- ------
Balance at June 30, 1997 16,097,137 $42,626 $88,862 $2,466
========== ======= ======= ======
Other components of shareholder's equity include unearned compensation
under the Company's Restricted Stock Plan and cumulative translation gains
and losses.
(5) Supplemental Disclosure of Non-cash Transactions
During the six months ended June 30, 1997 and 1996, the Company
issued stock to employees pursuant to the Company's Restricted Stock
Plan having a fair value of $1,152,000 and $555,000, respectively.
(6) Derivatives and other Financial Instruments
At June 30, 1997, the Company did not have any derivatives. In
addition, management believes that there is no material risk of loss
from changes in market rates or prices which are inherent in other
financial instruments.
Page 8 of 19
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
The following Management Discussion and Analysis of Financial
Condition and Results of Operations, as well as other sections of this
Report, contain certain "forward-looking statements" (within the
meaning of the Private Securities Litigation Reform Act of 1995).
This report should be read in conjunction with the factors set forth
in Technitrol's report on Form 10-K for the year ended December 31,
1996, under the caption "Cautionary Statement for Purposes of the
`Safe Harbor' Provisions of the Private Securities Litigation Reform
Act of 1995."
Technitrol, Inc. ("Technitrol" or the "Company") is an
international manufacturer of electronic components and metallurgical
products. All of the Company's businesses are operated within those
two business segments. The Electronic Components Segment provides a
broad array of magnetics-based components, miniature chip inductors,
modules and wireless network products for use primarily in local area
network and telecommunication products. Manufacturing occurs in the
United States, Ireland, Taiwan, the Philippines and the People's
Republic of China.
The Metallurgical Products Segment is a broad based manufacturer
of precious metal electrical contacts, bonded or clad metals and
contact-bearing components. These products are used in a variety of
applications which include residential, commercial and industrial
circuit breakers, motor controls, relays, wiring devices, temperature
controls, appliances and various electronic products. This Segment
also produces sophisticated electroplating and metal refining services
and produces certain components for the automotive industry.
Manufacturing takes place in the United States, Puerto Rico, Germany
and Spain.
In 1993, the Company adopted a strategy which focused on
expansion of the Company's electronics business by acquiring companies
serving markets characterized by significant growth opportunities. In
1994, the Company acquired the Fil-Mag companies with manufacturing
capabilities in Taiwan and the Philippines. In late 1995, the Company
acquired Pulse Engineering, Inc. ("Pulse") with manufacturing
capabilities in Ireland and China. In 1996, these businesses,
together with the Components Division of the Company, were combined to
form the Electronic Components Segment which provides an array of
products aimed at providing solutions to the problems of customers
engaged in designing and manufacturing local area network and
telecommunications products. The Company believes that the Electronic
Components Segment is a global market leader in the development and
sale of components for local area network products.
In 1996, the Company also acquired a majority equity interest in
Netwave Technologies, Inc. ("NTI"). NTI was organized in 1996 to
acquire the assets of the wireless local area network business
formerly conducted by Xircom, Inc. The Company made a capital
contribution to NTI of cash and the assets which comprised the
wireless local area network business formerly conducted by the
Electronic Components Segment. The minority interest in NTI is owned
by a group of employees.
In late 1996, in furtherance of its strategy of creating
significant critical mass in and further geographical penetration of
its metallurgical businesses, the Company acquired the assets of
Doduco GmbH which is engaged in the manufacture in Germany and Spain
of precious metal contacts, bimetal products and certain contact
product modules. These operations were combined with the Company's
Advanced Metallurgy, Inc. ("AMI") companies and Chace Precision
Metals, Inc. ("Chace") to form the Metallurgical Products Segment.
The Company believes that the Metallurgical Products Segment now
possesses the critical mass necessary to enable this Segment to
capitalize on advantages in the global markets for metallurgical
contact, bimetal and related products.
Page 9 of 19
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
During the first quarter of 1996, the Company sold the assets of
its Products Division (part of the Test & Measurement Products
Segment) which manufactured currency counters and dispensers. In June
1997, the Company completed the sale of the remainder of its Test &
Measurement Products Segment, which previously produced a variety of
force measurement products, complementary measurement equipment and
mechanical scales.
In management's opinion, the investments and strategies described
above have positioned the Company for future growth and the creation
of additional shareholder value.
Liquidity and Capital Resources
On June 4, 1997, the Company completed the sale of its Test &
Measurement Products Segment for approximately $34.0 million in cash.
The proceeds of the sale are presently invested in short-term deposit
instruments and are included in the cash balance at June 30, 1997,
which was approximately $63.5 million. The net proceeds are expected
to eventually be used primarily to acquire other businesses or product
lines related to the Company's Electronic Components Segment and its
Metallurgical Products Segment. Taxes related to the gain on the sale
of the Test & Measurement Products Segment are primarily U.S. income
taxes and approximated $11.1 million. Those taxes had not been paid
prior to the date of the accompanying financial statements; however,
the majority of those taxes will be paid during the third quarter of
1997. Total working capital at June 30, 1997 was $96.5 million.
Cash flow from operations was $6.8 million for the six months
ended June 30, 1997. Accounts receivable increased by $16.8 million
during the year as a result of the record sales level of the Company
as a whole and increased accounts receivable at Doduco. The Company
did not acquire accounts receivable in Germany as part of the Doduco
purchase and the increase in Doduco's accounts receivable, along with
other elements of Doduco's working capital requirements, occurred
after the acquisition date and into the first part of 1997. (See Note
2 of Notes to Unaudited Consolidated Financial Statements in Part I,
Item 1 of this Form 10-Q.) Inventories increased by $8.7 million during
the first six months of 1997 and reflect the Company's response to strong
customer demand during that period. Accounts payable and accrued
expenses increased significantly during the period as a result of the
Company's higher sales and profits, increased inventory level and
increased working capital at Doduco. These changes in assets and
liabilities are net of the effect of discontinued operations.
Cash provided by investing activities was $18.1 million during
the first half of 1997. The proceeds of the sale of the Test &
Measurement Products Segment were received in early June and, on a
year-to-date basis, were partially offset by payments related to the
Doduco acquisition and by the Company's investment in capital
equipment and facilities. Approximately $8.1 million was used for the
purchase from the Receiver of Doduco real estate in Germany and for
the payment of expenses previously accrued and related to the
acquisition. Although the acquisition of Doduco was completed on
October 31, 1996, a portion of the real estate acquired was not
transferred until early in 1997 as a result of legal proceedings and
documentation that are customary in Germany.
Capital expenditures totaled $7.0 million during the first half
of 1997. Further capital expenditures are expected during 1997 for
purposes of expanding production capacity and improving the operating
efficiency of the Company's two remaining segments. The expansion of
production capacity and/or the acquisition of other business or
product lines may result in the Company conducting business in
countries where it does not currently have operating facilities.
The Company believes that cash generated by operations and by the
sale of the Test & Measurement Products Segment and, if necessary,
additional borrowings under its credit facilities will be sufficient
to satisfy the Company's cash requirements for the foreseeable future.
Page 10 of 19
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
A material portion of the Company's liquid assets are offshore
and are unlikely to be repatriated to the U.S. As has been the case
in recent years, management expects that a significant portion of the
Company's opportunities for growth in the coming years will be outside
of the U.S. Accordingly, the Company's policy with regard to foreign
earnings is generally to invest them abroad. If such earnings were
repatriated, significant tax liabilities could be incurred in the U.S.
In the event that foreign earnings were repatriated, the related tax
liabilities could have a material unfavorable impact on the Company's
liquidity and cash flow.
Debt repayments totaled $11.9 million during the first half of
1997, comprising the majority of the total cash used in financing
activities. A portion of those repayments relate to the Company's
multi-currency facility. The borrowings under that facility at June
30, 1997, were primarily denominated in Deutsche marks. The
borrowings are expected to continue to be repaid from the cash flows
of Doduco and, since the functional currency of the primary Doduco
operation is Deutsche marks, the Company does not believe that it has
significant foreign currency exposure related to this facility. The
Company borrowed approximately $10.2 million under this facility in
1997. The net repayments of short-term debt represent the payments
made on local debt in Spain in excess of additional borrowings under
the separate line of credit for Netwave.
Dividends of $1.6 million were paid during the first six months
of 1997. Quarterly dividends are expected to continue to be paid
during the foreseeable future.
During the first six months of 1997, the Company did not
experience any significant foreign currency gains or losses. However,
as a result of denominating a significant amount of sales in
currencies other than the U.S. dollar (and especially the sales of
Doduco which are primarily denominated in Deutsche marks), the
reported financial results of the Company are subject to the effect of
changing exchange rates, particularly the exchange rate between the
U.S. dollar and the Deutsche mark. At June 30, 1997, the Deutsche
mark was approximately 11% weaker relative to the dollar than at
December 31, 1996. A weaker Deutsche mark has the effect of lowering
the U.S. dollar - reported amount of sales and profits of Doduco.
In order to reduce the Company's exposure resulting from currency
fluctuations, the Company may purchase currency exchange forward
contracts. These contracts guarantee a predetermined exchange rate at
the time the contract is purchased. This allows the Company to shift
the risk, whether positive or negative, of currency fluctuations from
the date of the contract to a third party. When used, the contracts
are primarily in European currencies. The Company will consider
increasing the use of currency exchange forward contracts, depending
on the amount of sales and purchases made in local currencies and the
type of currency, and depending on the fees and other costs associated
with such contracts. In addition, the company evaluates the use of
currency options in order to reduce the impact that exchange rate
fluctuations have on the Company's gross margins for sales made by the
Company's foreign operations. The combination of currency exchange
forward contracts and currency options should result in reducing the
Company's risks associated with significant exchange rate
fluctuations.
The Company received $0.3 million from the exercise of stock
options during the first half. No new options have been granted by
the Company and, accordingly, Financial Accounting Standard No. 123,
"Accounting for Stock Based Compensation" did not affect the Company's
results of operations or related disclosures for the period.
Page 11 of 19
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
FASB Issues
In February 1997, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS")
No. 128, "Earnings Per Share." In general, SFAS No. 128 simplifies
the standards for computing earnings per share ("EPS") and makes them
comparable to international accounting standards. It replaces the
presentation of primary EPS with a presentation of basic EPS and
requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures. If
the Company had applied this new standard during the first half of
1997, there would have been no effect on its reported earnings per
share.
Separately, in June 1997, the FASB issued SFAS No. 130,
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." The Company
expects to implement these new accounting standards no later than its
fiscal 1998 reporting year. SFAS No. 130 requires that all items
required to be recognized as components of comprehensive income be
reported in a financial statement that is displayed with the same
prominence as other financial statements. Items that are not
currently included in the Company's statement of earnings, but which
are defined as components of comprehensive income, include translation
gains or losses and certain other items which have historically been
charged or credited directly to shareholders' equity.
SFAS No. 131 increases the amount of information disclosed about
the operating segments of the Company and increases the frequency of
certain related disclosures. It establishes standards for reporting
products and services, geographic areas, and major customers and
requires enterprises to report selected information about operating
segments in interim financial reports.
Results of Operations
Sale of the Test & Measurement Products Segment
The results of the Test & Measurement Products Segment are
reported as discontinued operations in the accompanying financial
statements. The Products Division, which was sold during the first
quarter of 1996, is included in the Test & Measurement Products
Segment. The divestiture of the Products Division occurred prior to
the Company's decision to divest the entire Segment and financial
information for the Division had not been separately reported in
previous financial statements. Accordingly, the gain on the sale of
that Division was included in income from continuing operations. The
1997 sales of the Test & Measurement Products Segment were
approximately $11.8 million prior to the divestiture on June 4, 1997.
Revenues
(Amounts in millions) Three months ended Six months ended
6/30/97 6/30/96 6/30/97 6/30/96
------- ------- ------- -------
Electronic Components $46.6 $39.1 $83.9 $74.7
Metallurgical Products 57.3 21.0 112.2 40.4
------ ----- ------ ------
Sales from continuing operations $103.9 $60.1 $196.1 $115.1
Sales attributable to continuing operations in the second quarter
and first half of 1997 were $103.9 million and $196.1 million,
respectively, increases of 72.9% and 70.4% over the comparable periods
of 1996. The increased sales in 1997 are primarily attributable to
the sales of Doduco, which was acquired by the Company in October 1996
and is part of the Metallurgical Products Segment. In addition to the
higher sales of Doduco and the Metallurgical Products Segment, the
Electronic Products Segment made a significant contribution to the
record sales in the quarter and first half.
Page 12 of 19
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Second quarter sales in the Electronic Components Segment were
$46.6 million in 1997 compared to $39.1 million in 1996. Sales of
this Segment in the first six months of 1997 were $83.9 million
compared to $74.7 million during the first six months of 1996. These
increases of approximately 19.2% and 12.3%, respectively, over the
same three- and six-month periods in 1996 reflect higher sales at
Pulse Engineering, Inc. ("Pulse") as well as the initial sales of Netwave
Technologies, Inc. ("NTI"), the Company's wireless network products
business. The sales of Pulse were substantially higher in the second
quarter of 1997 than in the first quarter, reflecting the higher level
of incoming orders during most of the first half. In this Segment,
incoming orders began to taper off in the beginning of June of 1997,
particularly in North America, while demand in the Far East continued
to be very strong and order intake in Europe was relatively stable.
The second quarter decline in orders within the Electronic Components
Segment was not as significant as it was in the second and third
quarters of 1996. In 1996, the decline in orders during the second
quarter occurred primarily in North America and, to a lesser extent,
in Asia. That decline was believed to be the result of widely observed
inventory adjustments and project deferrals within the industry. The
order entry decline in 1997 appeared to be following a similar,
although not as severe, pattern as that observed in 1996, particularly
among LAN customers. The backlog at June 30, 1997, fell somewhat from
the record levels at the end of the first quarter of 1997, but
remained historically high. At June 30, 1997, the backlog of the
Segment exceeded that at June 30, 1996, by approximately 24%.
NTI commenced operations during the third quarter of 1996. The
sales of NTI are not significant in relation to the sales of the
Company, and significant sales are not expected from this operating
unit until there is further development of the market for wireless
local area network products. No one can predict with certainty when
this will occur.
Total sales of the Metallurgical Products Segment, which includes
Doduco, were $57.3 million for the second quarter of 1997 compared
with $21.0 million for the second quarter of 1996. On a year-to-date
basis, sales of the Segment were $112.2 million through June 30, 1997
and $40.4 million at June 30, 1996. As noted above, the sales of
Doduco (which account for the large increase in sales of the Segment)
are subject to the fluctuating exchange rate between the U.S. dollar
and the Deutsche mark. Doduco's sales for the three- and six-month
periods ended June 30, 1997, exceeded management's earlier
expectations and reflected the positive impact of efforts to improve
customer service with timely deliveries notwithstanding the
significant strengthening of the dollar against the Deutsche mark
since the beginning of 1997. The integration of the Doduco operations
with the previously existing Metallurgical Products Segment of the
Company is continuing. Management expects that certain products
currently offered by Doduco may be discontinued if further analysis
reveals that those products cannot be sold with sufficient
profitability over the long term. Accordingly, the sales of Doduco
during the second half of 1997 and beyond may decrease as a result of
discontinued product offerings.
Cost of Sales
During the second quarter of 1997, the Company's gross margin was
32.4%, a slight decrease from 33.6% in 1996. Likewise, on a year-to-
date basis, the gross margin was down slightly to 31.9% in 1997 from
32.8% in 1996. While the gross margin of the Electronic Components
Segment has improved during the previous 12 months, the acquisition of
Doduco and the growth of the Metallurgical Products Segment have
lowered the combined gross margin for the Company. The gross margin
of the Metallurgical Products Segment is generally lower than either
the Electronic Components Segment or the (discontinued) Test &
Measurement Products Segment. In the second quarter of 1997, the
gross margin of the Metallurgical Products Segment improved modestly
from that experienced in the first quarter.
Page 13 of 19
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
The favorable cost impact of the relocation of a major portion of
the Electronic Components Segment's manufacturing capacity from Taiwan
to the Philippines contributed to higher margins in the second quarter
and year-to-date period of 1997. That segment also benefited from
improved manufacturing efficiencies at its mass production facilities,
particularly in China. In both the Electronic Components Segment and
the Metallurgical Products Segment, the higher sales volumes and more
favorable product mix in 1997 also had the effect of improving gross
profit margins. This is especially true in the Metallurgical Products
Segment, where there is a greater proportion of fixed costs related to
the capital-intensive nature of the business.
Operating Expenses
Total selling, general and administrative expenses for the
quarter ended June 30, 1997, were $21.1 million compared to $12.8
million for 1996. This represents an increase of 64.8%. As a
percentage of sales, these costs were 20.3% of sales in the quarter
ended June 30, 1997 and 21.3% in the prior year comparable quarter.
For the six months ended June 30, 1997 and 1996, total selling,
general and administrative expenses were $39.7 million and $23.0
million, respectively. The increase of 72.6% on a year-to-date basis
is even more significant than the increase noted when comparing the
second quarter of 1997 to the second quarter of 1996. While the
effect of Doduco is primarily responsible for the year-over-year
increase in both periods, the second quarter of 1996 included significant
costs associated with restructuring certain Far East operations of the
Electronic Components Segment. That Segment's 1996 operating profits
were negatively impacted by approximately $2.0 million of costs
related to shifting a majority of the production capacity previously
maintained in Taiwan to the Company's facilities in the Philippines.
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.
Administrative costs also reflect the higher spending required to
support the higher level of sales and increased complexity of the
Company, as well as substantial tax and related consulting costs
incurred in 1997 relating to Asia.
For the quarter ended June 30, 1997, research, development &
engineering expenses ("RD&E"), which are included in general and
administrative expenses, were $2.6 million for the Electronic
Components Segment and $1.3 million for the Metallurgical Products
Segment. For the year-to-date period ended June 30,1997, RD&E
expenses were $4.9 million and $3.1 million in the Electronic
Components Segment and the Metallurgical Products Segment,
respectively. These amounts include expenditures for new product
development and for product and process improvement. The Company
recognizes the importance of RD&E spending as it relates to the future
growth and business prospects for each segment. These expenditures
are expected to increase as the Company invests additional profits
into product and process development efforts.
Operating Profit
The operating profit for the Electronic Components Segment and
the Metallurgical Products Segment is shown below. These amounts
include certain allocations of corporate expenses and are subject to
adjustment in connection with the preparation of audited annual
financial statements for 1997.
(Amounts in millions) Three months ended Six months ended
6/30/97 6/30/96 6/30/97 6/30/96
------- ------- ------- -------
Electronic Components $9.0 $5.7 $16.0 $12.1
Metallurgical Products 3.6 1.7 6.9 2.7
----- ---- ----- -----
Operating profit from continuing
operations $12.6 $7.4 $22.9 $14.8
===== ==== ===== =====
Page 14 of 19
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Interest
Net interest expense was approximately $0.2 million during the
second quarter of 1997, compared with $0.05 million during the second
quarter of 1996. For the six months ended June 30, 1997, net interest
expense was $0.5 million, compared to $0.2 million for the first six
months of 1996. Additional borrowings were made late in 1996 in
connection with the acquisition of Doduco. Initially, these
additional borrowings caused the net interest charge to increase for
the Company during 1997. However, as a result of the cash received
from the sale of the Test & Measurement Products Segment on June 4,
1997, the Company has a much higher level of funds invested and the
earnings on those short-term deposit instruments has the effect of
reducing net interest expense. The rate on the term debt balance of
$7.0 million at June 30, 1997, is fixed at 6.65%; however, the
majority of the Company's credit facilities have variable interest
rates. Accordingly, interest expense may increase if the rates
associated with the Company's credit facilities move higher during
1997. Also, if a portion of the funds received from the sale of the
Test & Measurement Products Segment are used to acquire additional
businesses or product lines (as management expects), the interest
earned on residual funds invested will decrease.
Income Taxes
The effective income tax rate for continuing operations during
the second quarter of 1997 was 37.4%, an increase from the effective
rate of 33.6% during the comparable prior year period. For the six
months ended June 30, 1997, the Company's effective income tax rate
for continuing operations was 36.4%, compared to 35.1% in the prior
year period. The increase in the Company's effective tax rate in 1997
reflects the additional taxable income of Doduco, which has operations
in relatively high-rate jurisdictions.
Page 15 of 19
<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
The regular annual meeting of shareholders was
held on May 21, 1997. Messrs. John E. Burrows and
James M. Papada, III were elected to a three-year term
as directors of the Company. KPMG Peat Marwick LLP
was selected as the Company's independent public
accountants for the year ending December 31, 1997, and
an amendment to the charter was approved to increase
the number of authorized shares of Technitrol common
stock from 30 million shares to 75 million shares.
The results of the votes were as follows:
For Withhold Authority
--- ------------------
John E. Burrows 13,399,968 542,252
James M. Papada, III 13,397,668 544,522
For Against Abstain
--- ------- -------
KPMG Peat Marwick 13,921,228 11,342 9,650
For Against Abstain
--- ------- -------
Charter Amendment 9,931,400 3,986,458 24,362
ITEM 5 OTHER INFORMATION
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The Exhibit Index is on page 17
(b) Reports on Form 8-K NONE
Page 16 of 19
<PAGE>
EXHIBIT INDEX
DOCUMENT
3. (i) Articles of Incorporation Filed herewith
(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 holders 10-K for the year ended December 31,
1995 and from Exhibit 4 of Form 8-K
dated August 30, 1996
11. Statement re computation
of per share earnings Page 18
27. Financial Data Schedule Electronic Filing Only
Page 17 of 19
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT (11) COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
Three Months Ended Six Months Ended
June 30, June 30,
-------- -------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings:
Continuing operations $ 7,900,000 $ 4,842,000 $14,453,000 $ 9,478,000
Discontinued operations 11,479,000 394,000 11,760,000 1,224,000
Primary earnings per share:
Weighted average number of common shares
outstanding 16,101,000 15,993,000 16,061,000 15,913,000
Add: Shares arising from the assumed
exercise of stock options (as
determined under the Treasury
Stock Method) 81,000 169,000 80,000 176,000
----------- ----------- ----------- -----------
Weighted average of common and
equivalent shares 16,182,000 16,162,000 16,141,000 16,089,000
=========== =========== =========== ===========
Primary earnings per share:
Continuing operations $ .49 $ .30 $ .90 $ .59
Discontinued operations(1) .71 .02 .72 .08
Fully diluted earnings per share (2):
Weighted average of common and
equivalent shares outstanding (as
determined for the Primary earnings
per share calculation above) 16,182,000 16,162,000 16,141,000 16,089,000
Add: Additional shares arising from
the conversion of stock options or
other securities (as determined for
purposes of calculating
full dilution) -- -- -- --
----------- ----------- ----------- -----------
Weighted average of common and equivalent
shares 16,182,000 16,162,000 16,141,000 16,089,000
=========== =========== =========== ===========
Fully diluted earnings per share $ 1.20 $ .32 $ 1.62 $ .67
=========== =========== =========== ===========
1996 share amounts have been restated to reflect a two-for-one stock split on
February 28, 1997.
(1) Reflects rounding as a result of the two-for-one stock split on
February 28, 1997.
(2) 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%.
</TABLE>
Page 18 of 19
<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)
July 24, 1997 /s/Albert Thorp, III
- --------------------------------- -----------------------------------
(Date) Albert Thorp, III
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
July 24, 1997 /s/Drew A. Moyer
- -------------------------------- -----------------------------------
(Date) Drew A. Moyer
Corporate Controller and Secretary
(Principal Accounting Officer)
Page 19 of 19
EXHIBIT 3
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TECHNITROL, INC.
The undersigned corporation (hereinafter, the "Corporation")
hereby desires to amend and restate its Articles of Incorporation
in their entirety as permitted under Section 19 (a)(5) of the
Pennsylvania Business Corporation Law of 1988, as amended (the
"BCL") as follows:
FIRST: The name of the Corporation is: Technitrol, Inc.
SECOND: The address of the Corporation's registered office
is 1210 Northbrook Drive, Suite 385, Trevose, Bucks County, PA 19053.
THIRD: The purposes for which the corporation is organized are
as follows:
To manufacture or otherwise produce, use, buy,
sell and otherwise deal in goods, wares, merchandise, and other
articles of commerce and personal property of every kind and
nature including electrical, electronic and mechanical equipment.
To acquire by purchase, lease, grant, gift,
devise, bequest, exchange of securities or property, or
otherwise, any property, real or personal, and any interest
therein, including the business, good-will, rights and assets of
any person, partnership, association or corporation engaged in
any lawful business.
To hold, own, improve, develop, lease, sell,
mortgage, pledge and otherwise deal in, invest in and dispose of,
any property, real or personal, and any interest therein,
including the business, good-will, rights and assets of any
person, partnership, association or corporation engaged in any
lawful business.
FOURTH: The term for which the Corporation is to exist is
perpetual.
FIFTH: The aggregate number of shares which the
corporation shall have authority to issue is Seventy-Five Million
(75,000,000) shares of Common Stock; the par value of said Common
Stock shall be $.125 per share.
SIXTH: The directors of the Corporation shall be divided
into three classes, namely, Classes I, II and III, with each
class consisting of not less than one nor more than three
directors, as determined in accordance with the By-Laws of the
Corporation. Class I directors elected at the 1977 annual
meeting of shareholders shall initially serve until the next
annual meeting following their election and until their
successors shall be elected and qualified. Class II directors
elected at the 1977 annual meeting of shareholders shall
initially serve until the second annual meeting following their
election and until their successors shall be elected and
qualified. Class III directors elected at the 1977 annual
meeting of shareholders shall initially serve until the third
annual meeting following their election and until their
successors shall be elected and qualified. At each annual
meeting of shareholders commencing with the 1978 annual meeting,
the successors to any class of directors whose terms shall then
expire shall be elected to serve three year terms. Directors
elected as hereinbefore provided may not be removed prior to the
expiration of their respective terms of office without cause.
Notwithstanding any provision of this Amended and
Restated Articles of Incorporation to the contrary, (1) no
amendment to this Amended and Restated Articles of Incorporation
shall amend, alter, change or repeal any provision of this
Article SIXTH except upon the affirmative vote of the holders of
at least seventy-five percent of the outstanding shares of all
classes of capital stock of the Corporation entitled to vote
thereon, and (2) no amendment to this Amended and Restated
Articles of Incorporation shall be adopted empowering
shareholders to remove directors without cause except upon the
affirmative vote of the holders of at least seventy-five percent
of the outstanding shares of all classes of capital stock of the
Corporation entitled to vote thereon.
SEVENTH: Except as set forth below, the affirmative vote of
the holders of at least seventy-five percent of the outstanding
shares of all classes of capital stock of the Corporation
entitled to vote thereon, shall be required in order to authorize
or adopt (a) any agreement for the merger or consolidation of the
Corporation with or into any other corporation which is required
by law to be approved by shareholders, (b) any sale, lease,
transfer or other disposition by the Corporation of all or any
substantial part of the assets of the Corporation to any other
corporation, person or other entity, or (c) any issuance or
delivery of securities of the Corporation in exchange or payment
for any securities, properties or assets of any other person in a
transaction in which the authorization or approval of
shareholders of the Corporation is required by law or by any
agreement to which the Corporation is a party, if as of the
record date for the determination of shareholders entitled to
notice thereof and to vote thereon or consent thereto, such other
corporation, person or entity which is a party to such
transaction is the beneficial owner, directly or indirectly, of
more than 5% of the outstanding shares of stock of the
Corporation.
For purposes of this Article SEVENTH, (a) any
corporation, person or other entity shall be deemed to be the
beneficial owner of any shares of stock of the Corporation (i)
which it owns directly, whether or not of record, or (ii) which
it has the right to acquire pursuant to any agreement or
understanding or upon exercise of conversion rights, warrants or
options, or otherwise, or (iii) which are beneficially owned,
directly or indirectly (including shares deemed owned through
application of clause (ii) above), by an "affiliate" or
"associate" (as defined below), or (iv) which are beneficially
owned, directly or indirectly (including shares deemed owned
through application of clause (ii), above) by any other
corporation, person or entity with which it or its "affiliate" or
"associate" has any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting or disposing of stock
of the Corporation, and (b) the outstanding shares of any class
of stock of the Corporation shall include shares deemed owned
through application of clauses (a) (ii), (iii) and (iv), above,
but shall not include any other shares which may be issuable
pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise.
The term "affiliate" is defined as:
An "affiliate" of, or a person "affiliated"
with, a specified person, is a person that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the persons
specified.
The term "associate" is defined as:
The term "associate" used to indicate a
relationship with any person, means (1) any corporation or
organization (other than this Corporation or a majority-owned
subsidiary of this Corporation) of which such person is an
officer or partner or is directly or indirectly, the beneficial
owner of 10% or more of any class of equity securities, (2) any
trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee
or in a similar fiduciary capacity, and (3) any relative or
spouse of such person, or any relative of such spouse, who has
the same home as such person or who is a director or officer of
this Corporation or any of its parents or subsidiaries.
The provisions of this Article SEVENTH shall not
be applicable to (i) any merger or consolidation of the
Corporation with or into any other corporation, or any sale or
lease of all or any substantial part of the assets of the
Corporation to any other corporation, person or other entity, if
the Board of Directors of the Corporation shall by resolution
have approved a memorandum of understanding, letter of intent or
agreement with such other corporation, person or entity with
respect to and substantially consistent with such transaction,
prior to the time that such other corporation, person or entity
shall have become a beneficial owner of more than 5% of the
outstanding shares of stock of the Corporation; or (ii) any
merger or consolidation of the Corporation with, or any sale of
the Corporation or any subsidiary thereof of any of the assets
of, any corporation of which a majority of the outstanding shares
of stock is owned of record or beneficially by the Corporation
and its subsidiaries.
The Board of Directors shall have the power and
duty to determine for the purposes of this Article SEVENTH, on
the basis of information known to the Corporation, whether (i)
such other corporation, person or other entity beneficially owns
more than 5% of the outstanding shares of stock of the
Corporation, (ii) such corporation, person or entity is an
"affiliate" or "associate" (as defined above) of another, and
(iii) the memorandum of understanding, letter of intent or
agreement referred to above is substantially consistent with the
transaction covered thereby. Any such determination shall be
conclusive and binding for all purposes of this Article SEVENTH.
No amendment to the Articles of Incorporation of
the Corporation shall amend, alter, change or repeal any of the
provisions of this Article SEVENTH, unless the amendment
effecting such amendment, alteration, change or repeal shall
receive the affirmative vote of the holders of at least seventy-
five percent of the outstanding shares of all classes of capital
stock of the Corporation entitled to vote thereon.
EIGHTH: The Corporation was incorporated on April 10, 1947
under the provisions of the Act of the General Assembly, P.L.
364, May 5, 1933.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 63533
<SECURITIES> 0
<RECEIVABLES> 56890
<ALLOWANCES> 0
<INVENTORY> 49398
<CURRENT-ASSETS> 174081
<PP&E> 95020
<DEPRECIATION> 42786
<TOTAL-ASSETS> 248166
<CURRENT-LIABILITIES> 77592
<BONDS> 33935
<COMMON> 2012
0
0
<OTHER-SE> 127010
<TOTAL-LIABILITY-AND-EQUITY> 248166
<SALES> 196134
<TOTAL-REVENUES> 196134
<CGS> 133573
<TOTAL-COSTS> 133573
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 493
<INCOME-PRETAX> 22377
<INCOME-TAX> 8152
<INCOME-CONTINUING> 14453
<DISCONTINUED> 11760
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<CHANGES> 0
<NET-INCOME> 26213
<EPS-PRIMARY> 1.62
<EPS-DILUTED> 1.62
</TABLE>
