Exhibit Index
is on page 24
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, 2000, or
[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ______________ to ______________.
Commission File 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 28, 2000: 16,384,780
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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
Technitrol, Inc. and Subsidiaries
Consolidated Balance Sheets
June 30, 2000 and December 31, 1999
In thousands
<TABLE>
<CAPTION>
June 30, Dec. 31,
2000 1999
-------- --------
Assets
------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 108,827 $ 88,161
Trade receivables 101,714 77,514
Inventories 69,162 65,101
Prepaid expenses and other current assets 10,475 8,512
--------- ---------
Total current assets 290,178 239,288
Property, plant and equipment 160,876 150,926
Less accumulated depreciation 74,939 68,204
--------- ---------
Net property, plant and equipment 85,937 82,722
Deferred income taxes 10,338 8,615
Excess of cost over net assets acquired, net 45,910 48,666
Other assets 1,803 1,948
--------- ---------
$ 434,166 $ 381,239
========= =========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Current installments of long-term debt $ 132 $ 167
Accounts payable 31,499 26,186
Accrued expenses 85,820 71,084
--------- ---------
Total current liabilities 117,451 97,437
Long-term liabilities:
Long-term debt, excluding current installments 46,517 60,329
Other long-term liabilities 11,477 7,838
Shareholders' equity:
Common stock and additional paid-in capital 56,221 48,263
Retained earnings 210,784 171,278
Other (8,285) (3,906)
--------- ---------
Total shareholders' equity 258,720 215,635
--------- ---------
$ 434,166 $ 381,239
========= =========
</TABLE>
[FN]
See accompanying Notes to Unaudited Consolidated Financial Statements.
</FN>
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<PAGE>
Technitrol, Inc. and Subsidiaries
Consolidated Statements of Earnings
(Unaudited)
In thousands, except per share data
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 163,186 $ 127,857 $ 315,879 $ 253,087
Costs and expenses applicable to sales:
Cost of goods sold 100,644 87,829 199,196 174,920
Selling, general and administrative expenses 32,252 26,159 63,270 51,489
Restructuring and other non-recurring items -- -- 3,305 --
--------- --------- --------- ---------
Total costs and expenses applicable to
sales 132,896 113,988 265,771 226,409
--------- --------- --------- ---------
Operating profit 30,290 13,869 50,108 26,678
Other income (expense):
Interest, net 546 (480) 521 (1,179)
Other 182 92 219 (250)
--------- --------- --------- ---------
Total other income (expense) 728 (388) 740 (1,429)
--------- --------- --------- ---------
Earnings before income taxes 31,018 13,481 50,848 25,249
Income taxes 6,134 3,206 9,132 6,238
--------- --------- --------- ---------
Net earnings $ 24,884 $ 10,275 $ 41,716 $ 19,011
========= ========= ========= =========
Net earnings per share:
Basic $ 1.54 $ .64 $ 2.59 $ 1.19
Diluted $ 1.52 $ .63 $ 2.55 $ 1.17
Dividends declared per share $ .0675 $ .0675 $ .1350 $ .1275
</TABLE>
[FN]
See accompanying Notes to Unaudited Consolidated Financial Statements.
</FN>
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<PAGE>
Technitrol, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2000 and July 2, 1999
(Unaudited)
In thousands
<TABLE>
<CAPTION>
June 30, July 2,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 41,716 $ 19,011
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization 10,996 9,236
Loss on sale property, plant and equipment 699 1,050
Changes in assets and liabilities:
Accounts payable and accrued expenses 20,069 (3,841)
Trade receivables (25,401) (12,971)
Inventories (5,017) 2,435
Other, net 4,104 1,796
--------- ---------
Net cash provided by operating activities 47,166 16,716
--------- ---------
Cash flows from investing activities:
Acquisitions, net of cash acquired (1,731) (863)
Capital expenditures (13,026) (8,555)
Proceeds from sale of property, plant and equipment 242 596
--------- ---------
Net cash used in investing activities (14,515) (8,822)
--------- ---------
Cash flows from financing activities:
Dividends paid (2,203) (1,943)
Proceeds of long-term borrowings 9,513 34,080
Principal payments of long-term debt (20,873) (40,194)
Sale of stock through employee stock purchase plan 1,628 --
Proceeds from exercise of stock options 54 --
--------- ---------
Net cash used in financing activities (11,881) (8,057)
--------- ---------
Net effect of exchange rate changes on cash (104) (441)
--------- ---------
Net increase (decrease) in cash and cash equivalents 20,666 (604)
Cash and cash equivalents at beginning of year 88,161 50,563
--------- ---------
Cash and cash equivalents at June 30, 2000 and July 2, 1999 $ 108,827 $ 49,959
========= =========
</TABLE>
[FN]
See accompanying Notes to Unaudited Consolidated Financial Statements.
</FN>
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<PAGE>
Technitrol, Inc. and Subsidiaries
Consolidated Statement of Changes in Shareholders' Equity
June 30, 2000
(Unaudited)
In thousands, except per share data
<TABLE>
<CAPTION>
Other
-------------------------
Common stock and Accumu
paid-in lated other
capital Deferred compre- Compre-
------------------ Retained compen- hensive hensive
Shares Amount earnings sation income income
------ ------ -------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 2000 16,266 $ 48,263 $ 171,278 $ (2,401) $ (1,505)
Stock options, awards and related
compensation 66 5,919 (3,815)
Tax benefit of stock compensation 411
Stock issued under employee stock
purchase plan 53 1,628
Currency translation adjustments (564) $ (564)
Net earnings 41,716 41,716
--------
Comprehensive income $ 41,152
========
Dividends declared ($.135 per share) (2,210)
--------- --------- --------- --------- ---------
Balance at June 30, 2000 16,385 $ 56,221 $ 210,784 $ (6,216) $ (2,069)
========= ========= ========= ========= =========
</TABLE>
[FN]
See accompanying Notes to Unaudited Consolidated Financial Statements.
</FN>
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<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, 1999.
The results for the quarters ended June 30, 2000 and July 2, 1999, have
been prepared by Technitrol's management without audit by its independent
auditors. In the opinion of management, the financial statements fairly present
in all material respects the results of Technitrol's operations and the
financial position for the periods presented. To the best knowledge and belief
of Technitrol, all adjustments have been made to properly reflect income and
expenses attributable to the periods presented. All such adjustments are of a
normal recurring nature. Operating results for the quarter ended June 30, 2000
are not necessarily indicative of annual results.
(2) Acquisitions
------------
Tool and Die facility in Estonia from AMP: In January of 2000, the
-----------------------------------------
Company completed the acquisition of a tool and die design and manufacturing
operation near Tallinn, Estonia, from AMP, a division of Tyco Electronics
Corporation. The purchase price was not material to the Company's consolidated
financial position. The results of operating these assets in 2000 are included
within the Electrical Contact Products Segment ("ECPS") results, formerly the
Metallurgical Components Segment.
MEC Betras Italia S.r.l. ("MEC Betras"): On December 22, 1999, the
---------------------------------------
Company acquired the operating assets of MEC Betras. MEC Betras, located in
Italy, produced electrical contact rivets and stamped electrical contact parts.
The purchase price of MEC Betras' assets was not material to the Company's
consolidated financial position.
Tianjin Electrical Metal Works: In November 1999, the Company acquired
------------------------------
the assets of an electrical contacts business based in Tianjin, the People's
Republic of China. The purchase price was not material to the Company's
consolidated financial position.
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<PAGE>
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(3) Restructuring and Other Non-recurring Items
-------------------------------------------
During the first quarter of 2000, the Company initiated a restructuring
plan aimed at reducing the costs of manufacturing in the ECPS's European
operations. Employee termination and related costs were 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)" and SEC Staff Accounting
Bulletin No. 100, "Restructuring and Impairment Charges." The Company will
provide severance and related payments to approximately 120 employees.
Accordingly, reserves were established for these costs during the quarter ended
March 31, 2000. The affected employees include both direct and indirect
personnel, and are primarily located at the Company's facility in Pforzheim,
Germany. A charge of $5.5 million was included in the line titled "Restructuring
and other non-recurring items" in the consolidated statements of earnings for
the six months ended June 30, 2000. Approximately $4.6 million of this amount
relates to employee termination costs and $.9 million relates to the impairment
of certain assets within the ECPS. Partially offsetting these amounts was a gain
of approximately $1.4 million related to the sale of a non-strategic European
product line and a $.8 million gain related to a business interruption insurance
settlement. Approximately $.4 million of severance payments were charged against
the restructuring reserve during the second quarter of 2000. A total of 38
people were terminated during the second quarter.
(4) Inventories
-----------
Inventories consisted of the following (in thousands):
June 30, December 31,
2000 1999
------- -------
Finished goods $21,431 $21,916
Work in process 14,493 13,624
Raw materials and supplies 33,238 29,561
------- -------
$69,162 $65,101
======= =======
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<PAGE>
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(5) Derivatives and Other Financial Instruments
-------------------------------------------
The Company utilizes derivative financial instruments, primarily
forward exchange contracts and currency options, to manage foreign currency
risks. While these hedging instruments are subject to fluctuations in value,
such fluctuations are generally offset by the value of the underlying exposures
being hedged.
At June 30, 2000, the Company had four forward contracts, none of which
were material to the Company's consolidated financial position. The terms of the
contracts were less than 31 days. The Company had no other financial derivative
instruments. 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.
(6) Earnings Per Share
------------------
Basic earnings per share are calculated by dividing earnings by the
weighted average number of common shares outstanding (excluding restricted
shares) during the period. For calculating diluted earnings per share, common
share equivalents and restricted stock outstanding are added to the weighted
average number of common shares outstanding. Outstanding restricted stock that
includes performance criteria as a vesting requirement is not included for
calculating diluted earnings per share unless the criteria have been met and the
stock has vested. Common share equivalents result from outstanding options to
purchase common stock as calculated using the treasury stock method. Such common
share equivalent amounts were approximately 27,000 and 35,000 for the three
months ended June 30, 2000 and July 2, 1999, respectively, and 27,000 and 34,000
for the six-month periods then ended. Earnings per share calculations are as
follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings $24,884 $10,275 $41,716 $19,011
Basic earnings per share:
Shares 16,173 16,051 16,136 16,035
Per share amount $ 1.54 $ .64 $ 2.59 $ 1.19
Diluted earnings per share:
Shares 16,362 16,244 16,325 16,227
Per share amount $ 1.52 $ .63 $ 2.55 $ 1.17
</TABLE>
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<PAGE>
Technitrol, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements, continued
(7) Business Segment Information
----------------------------
For the six months ended June 30, 2000 and July 2, 1999, there was an
immaterial amount of intersegment revenues eliminated in consolidation. There
has not been a material change in segment assets from December 31, 1999 to June
30, 2000. In addition, the basis for determining segment financial information
has not changed from 1999. Specific segment data are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales:
Electronic Components $104,862 $ 72,711 $ 197,391 $ 140,465
Electrical Contact Products 58,324 55,146 118,488 112,622
-------- --------- --------- ---------
Total $163,186 $ 127,857 $ 315,879 $ 253,087
======== ========= ========= =========
Earnings before income taxes:
Electronic Components $ 26,808 $ 11,573 $ 46,990 $ 20,462
Electrical Contact Products 3,482 2,296 6,423 6,216
Electrical Contact Products Segment
restructuring and other
non-recurring items -- -- (3,305) --
-------- --------- --------- ---------
Operating profit 30,290 13,869 50,108 26,678
Other income (expense), net 728 (388) 740 (1,429)
-------- --------- --------- ---------
Earnings before income taxes $ 31,018 $ 13,481 $ 50,848 $ 25,249
======== ========= ========= =========
</TABLE>
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<PAGE>
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
This discussion and analysis of our 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. Actual results could differ materially. Please
refer to pages 19 through 22 of this report for a description of
"forward-looking statements" and factors that may affect future results.
Business Overview
Technitrol, Inc. is a global manufacturer of electronic components and
electrical contact products. We operate two business segments: the Electronic
Components Segment and the Electrical Contact Products Segment. We refer to
these segments as the ECS and the ECPS.
Electronic Components Segment
Our Electronic Components Segment provides a variety of magnetics-based
components, miniature chip inductors and modules. These components modify or
filter electronic signals. They are used primarily in local area network,
Internet connectivity, telecommunication and power-conversion products. We
manufacture these products in the United States, France, Malaysia,
Thailand, the Philippines and the People's Republic of China. We sometimes refer
to the People's Republic of China as the PRC.
Our strategy is to expand our electronic components business through a
combination of internal growth and acquiring companies in the electronic
components business. Acquisitions during the last several years include:
o The magnetic components business of Northern Telecom, Ltd. - We
completed this acquisition on November 30, 1997. The primary
assets we purchased included manufacturing plants in Malaysia and
Thailand and a design engineering group in Canada. These assets
primarily serve the telecommunication and power markets.
o FEE Technology, S.A. - We purchased FEE on July 3, 1998. FEE
designed and manufactured magnetic components for
telecommunications and power conversion equipment. With the
purchase of FEE, we acquired manufacturing facilities in France,
Thailand and Poland. We subsequently closed FEE's Thailand and
Poland facilities.
o GTI Corporation - We completed the acquisition of GTI and its
subsidiary, Valor Electronics, on November 16, 1998. Valor
designed and manufactured magnetics-based components for signal
processing and power transfer functions primarily for local area
network products and, to a much lesser extent, telecommunication
and power-conversion products. Their manufacturing facilities
were located in the People's Republic of China and the
Philippines. We closed Valor's Philippine facility and have
completed the consolidation of Valor's PRC facility into our
facilities in the PRC.
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<PAGE>
Our electronic component businesses operate as a unified business
throughout the world. This unified business operates under the Pulse name.
Electrical Contact Products Segment
Our Electrical Contact Products Segment manufactures:
o electrical contacts and assemblies;
o contact materials;
o thermostatic bimetals;
o clad metal products; and
o precision contact subassemblies.
We also provide electroplating and refining services.
We sell these electrical contact products to a wide range of industrial
and consumer product manufacturers. Our products are used in a variety of
applications which affect daily living including:
o residential, commercial and industrial circuit breakers;
o motor controls;
o switches and relays;
o wiring devices;
o temperature controls;
o appliances;
o automobiles;
o telecommunications products; and
o various other electrical products.
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<PAGE>
In late 1996, we acquired the assets of Doduco GmbH in Germany and
Spain to support our strategy of increasing market share and the international
presence of our electrical contact products businesses. This business was then
combined with our existing electrical contact products operations in North
America. All of our electrical contact products businesses now operate globally
under the name AMI Doduco.
In July of 1998, we acquired certain assets of Metales y Contactos,
S.A. de C.V. Metales designed and manufactured precious and semi-precious metal
contacts used mainly in automobiles and other durable goods. The Metales
facility is located near Mexico City.
During the fourth quarter of 1999, we made two acquisitions and
substantially completed a third. In November of 1999, we acquired the operating
assets of the Tianjin Electrical Metal Works electrical contacts business based
in Tianjin, PRC. On December 22, 1999, we acquired the operating assets of MEC
Betras Italia S.r.l. MEC Betras, located in Italy, produced electrical contact
rivets and stamped electrical contact parts. In January of 2000, we finalized
our acquisition of a tool and die design and manufacturing operation near
Tallinn, Estonia. These most recent acquisitions provide the ECPS with
additional lower-cost operating locations and an enhanced market presence in key
areas of the business.
The ECPS has manufacturing facilities in the United States, Germany,
Spain, Puerto Rico, Mexico, Italy, the PRC and Estonia.
As part of our restructuring of the ECPS operations, we recorded
employee termination and related expenses in the first quarter of 2000. For a
further description of these charges, see the "Results of Operations" section of
this report.
Liquidity and Capital Resources
Working capital at June 30, 2000 was $172.7 million compared to $141.9
million at December 31, 1999, an increase of $30.8 million. Cash on hand
increased approximately $20.7 million from December 31, 1999 while debt
outstanding decreased approximately $13.9 million. The operating results
generated by the ECS during the first half of 2000 were the primary cause for
these positive changes in our working capital, cash on hand and outstanding debt
since December 31, 1999.
We believe that the combination of cash on hand, cash generated by
operations and, if necessary, additional borrowings under our credit facilities
will be sufficient to satisfy our operating cash requirements for the
foreseeable future. In addition, we may use internally generated funds and
additional borrowings for acquisitions of suitable businesses or assets.
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<PAGE>
Cash Flows from Operating Activities
Cash provided by operating activities for the first half of 1999 was
$47.2 million. Net earnings, adjusted for non-cash depreciation and amortization
charges, and increases in accounts payables and accrued expenses were
substantially offset by increases in current assets. These changes were the
result of our business growth, particularly in the ECS, during the first half of
2000. In addition, accrued expenses increased as a result of employee
termination and related accruals for the ECPS. See our discussion of these items
in the "Results from Operations" section of this report.
Cash Flows from Investing Activities
Cash used by investing activities was $14.5 million during the first
half of 2000. Approximately $13.0 million of cash was used for capital
expenditures. The level of capital expenditures has increased during 2000 due to
spending on capacity expansion projects. The remaining balance of approximately
$1.5 million represents primarily the cash used to acquire the ECPS tool and die
facility in Estonia and transaction expenses paid in 2000 for 1999 acquisitions.
We make capital expenditures to expand production capacity and to
improve our operating efficiency. We plan to continue making such expenditures.
Additionally, we may acquire other businesses or product lines to expand our
breadth and scope of operations.
With the exception of approximately $7.2 million of retained earnings
in the PRC which are restricted in accordance with PRC regulations,
substantially all retained earnings are free from legal or contractual
restrictions. We have not experienced any significant liquidity restrictions in
any country in which we operate and none are foreseen. However, foreign exchange
ceilings imposed by local governments and the sometimes lengthy approval
processes which some foreign governments require for international cash
transfers may delay our internal cash movements from time to time. The retained
earnings in other countries represent a material portion of our assets. We
expect to reinvest these earnings outside of the United States because we
anticipate that a significant portion of our opportunities for growth in the
coming years will be abroad. If such earnings were brought back to the United
States, significant tax liabilities could be incurred in the United States. This
could have a material unfavorable impact on our net income and cash position.
Cash Flows from Financing Activities
We used cash of approximately $11.9 million for financing activities in
the first half of 2000. We repaid approximately $11.4 million, net of additional
borrowings, of debt during the quarter ended June 30, 2000. At June 30, 2000, we
had approximately $164 million of unused lines of credit from banks.
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<PAGE>
During the first six months of 2000, we paid dividends of approximately
$2.2 million. We expect to continue paying quarterly dividends for the
foreseeable future. We received proceeds of $1.6 million from the sale of stock
through our employee stock purchase plan.
Foreign Currency Effects
Euro currencies were approximately 11% weaker, on average, relative to
the U.S. dollar during the second quarter of 2000 than in the second quarter of
1999. As a result, we incurred foreign currency losses in our ECS European
operations, as Euro currency denominated assets and liabilities were translated
to U.S. dollars for financial reporting purposes. Foreign currency losses
recorded in the second quarter of 2000 were more than those recorded in the
second quarter of 1999. As a result of the downward valuation of Euro
currencies, we also experienced a negative translation adjustment to equity
because our investment in the ECPS's European operations is worth less in U.S.
dollars. This decrease in U.S. dollar value is reflected as a reduction in
equity.
We transact a significant amount of sales in currencies other than the
U.S. dollar. Therefore, changing exchange rates often impact our financial
results. This is particularly true of movements in the exchange rate between the
U.S. dollar and the Euro because ECPS's European sales are denominated primarily
in Euro currencies. In the future, it is possible that an increasing percentage
of our sales will be denominated in non-U.S. currencies. This would increase our
exposure to currency fluctuations. The impact of exchange rate differences on
ECPS's European sales may be offset by the impact on its expenses, most of which
are also denominated in Euros.
In order to reduce our exposure resulting from currency fluctuations,
we may purchase currency exchange forward contracts and/or currency options.
These contracts guarantee a predetermined range of exchange rates at the time
the contract is purchased. This allows us to shift the majority of the risk of
currency fluctuations from the date of the contract to a third party for a fee.
At June 30, 2000, we had four forward exchange contracts outstanding. The
contracts were short-term in duration and immaterial to our financial position.
In determining the use of forward exchange contracts and currency options, we
consider the amount of sales and purchases made in local currencies, the type of
currency, and the costs associated with the contracts.
New Accounting Pronouncements
In June of 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities". This statement establishes accounting and
reporting standards for derivative instruments and for hedging activities. This
standard is effective for quarters of fiscal years beginning after June 15,
2000. Adoption of this standard is not expected to have a material effect on our
operating results or liquidity. The impact of this standard on our balance sheet
will depend on the amount of hedging activity outstanding on the date of
adoption.
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<PAGE>
Results of Operations
Our results of operations for the three and six month periods ending
June 30, 2000 and July 2, 1999 are as follows. Amounts are in thousands:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales:
Electronic Components $104,862 $ 72,711 $ 197,391 $ 140,465
Electrical Contact Products 58,324 55,146 118,488 112,622
-------- --------- --------- ---------
Total $163,186 $ 127,857 $ 315,879 $ 253,087
======== ========= ========= =========
Earnings before income taxes:
Electronic Components $ 26,808 $ 11,573 $ 46,990 $ 20,462
Electrical Contact Products 3,482 2,296 6,423 6,216
Electrical Contact Products Segment
restructuring and other non-recurring
items -- -- (3,305) --
-------- --------- --------- ---------
Operating profit 30,290 13,869 50,018 26,678
Other income (expense), net 728 (388) 740 (1,429)
-------- --------- --------- ---------
Earnings before income taxes $ 31,018 $ 13,481 $ 50,848 $ 25,249
======== ========= ========= =========
</TABLE>
Revenues
Net sales for the second quarter of 2000 increased approximately $35.3
million, or 27.6%, from the comparable period in 1999. Our sales growth was
attributable primarily to our ECS operations.
ECS revenues increased $32.2 million, or 44.2%, from the second quarter
of 1999. Growth was achieved due to Pulse's customers demand for broadband
access technology, latest generation networking equipment, and feature-rich
wireline and wireless connectivity. As orders exceeded shipments in the second
quarter, we expect the ECS sales growth to continue during the near term. Our
backlog for these product lines, though a less-reliable predictor of short-term
business volume than it once was, increased 65% since the beginning of the
second quarter.
Sales within the ECPS during the quarter ended June 30, 2000 increased
$3.2 million from the second quarter of 1999, reflecting improved European
markets and contributions from AMI Doduco-Italy (formerly MEC Betras Italia,
acquired in late 1999). This increase is in spite of a Euro to U.S. dollar
exchange rate that was approximately 11% weaker than in the second quarter of
1999. Excluding the impact of the Euro to dollar exchange rate differential,
sales within the ECPS would have increased approximately $7.8 million. Units
shipped increased along most product lines and geographic areas. The recovery in
European markets that began to appear in the latter part of 1999 continued
through the second quarter of 2000, while the North American markets remained
solid.
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<PAGE>
Cost of Sales
Our consolidated gross margin for the quarter ended June 30, 2000 was
38.3% compared to 31.3% for the second quarter of 1999. Although the gross
margin for the ECPS increased slightly from the prior year, the consolidated
margin improvement is primarily due to the ECS. The ECS margin benefited from
higher volumes as well as a more favorable sales mix when compared to the second
quarter of 1999. The sales mix in the second quarter of 2000 included new
products for a variety of telecommunications applications such as digital
subscriber line access and for local area network telephony. Local area network
telephony is also referred to as voice-over-Internet. The increase in the ECPS
gross margin is also due to higher volumes as well as contributions from the MEC
Betras acquisition.
Operating Expenses
Excluding restructuring and other non-recurring items, total selling,
general and administrative expenses for the second quarter of 2000 were $32.2
million, or 19.8% of sales, compared to $26.2 million, or 20.5% of sales, in the
comparable 1999 period. The increase in selling, general and administrative
expenses in dollars is due to costs associated with higher sales volume;
incentive awards primarily for strong ECS operating results and a higher common
stock price for expenses related to our restricted stock plan. For the six
months ended June 30, 2000 enterprise resource planning optimization related
costs within the ECPS were $.4 million higher than in the comparable 1999
period. We refer to enterprise resource planning as ERP. These ERP costs include
the depreciation charges associated with operating the system and expenses
incurred within the ECPS to optimize the use of the system. Operating margins
improved for the ECS as the segment met record demand while keeping operating
costs at or below budgeted levels. The ECPS operating margin, when reviewed on a
basis comparable to the second quarter of 1999, also improved due to improved
cost controls and the segment's Strategy 2000 work force reduction and process
improvement initiatives.
Research, development and engineering expenses are included in selling,
general and administrative expenses. We refer to research, development and
engineering expenses as RD&E. For the three and six months ended June 30, 2000
and July 2, 1999, RD&E by segment was as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
---- ---- ---- ----
RD&E:
<S> <C> <C> <C> <C>
Electronic Components $3,735 $3,545 $7,495 $7,074
% of Segment Sales 3.6 % 4.9 % 3.8 % 5.0 %
Electrical Contact Products $1,122 $1,434 $2,327 $2,984
% of Segment Sales 1.9 % 2.6 % 2.0 % 2.7 %
</TABLE>
Neither segment plans any significant reduction in RD&E efforts in the
near-term.
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<PAGE>
Restructuring and other non-recurring items of approximately $3.3
million, net, relate to the ECPS. As a result of a strategic review, our
European managers felt that the operations in Europe needed realignment to
maximize market opportunities and reduce costs. We call this strategic effort
"Strategy 2000". Strategy 2000 will reduce our ECPS employment levels by
approximately 120 people, primarily in Germany. This reduction may be partially
offset by targeted hiring of individuals dedicated to certain product lines and
initiatives. Strategy 2000 also calls for relocation of high-volume,
repetitive production to lower-cost locations, worldwide continuous process
improvement efforts, and the expansion of our more profitable and automated
business based in Germany. As a result of the program, we provided approximately
$4.6 million for employee severance and related payments. In addition, we
recorded approximately $0.9 million of charges related to the impairment of
certain assets within the ECPS. Offsetting these Strategy 2000 costs was a gain
of approximately $1.4 million related to the sale of a non-strategic European
product line and a $0.8 million gain related to an insurance settlement. Both of
these items also relate to the ECPS.
Although we developed the plan for Strategy 2000 during the quarter
ended March 31, 2000 and announced the plan to employees, no employee
termination payments were made under the plan as of that date. A total of 38
people were terminated during the second quarter of 2000. It is anticipated that
the majority of the employee related severance matters related to Strategy 2000
will be completed during 2000. The ultimate net savings will begin later in the
current year. However, we will not realize the full benefit of the program until
the completion of the part-time retirement aspect of the program. The people in
the part-time retirement program, approximately one-third of the total headcount
reduction, will retire at varying times, the latest of which is in 2002. Cost
savings from the reduction in employment levels will affect both cost of goods
sold and general and administrative expenses.
Interest
Net interest income was $0.5 million during the second quarter of 2000.
Net interest expense for the comparable period in 1999 was approximately $0.5
million. This change is due to higher cash levels, higher interest rates and
lower debt levels in the 2000 period.
The majority of our credit facilities have variable interest rates.
Accordingly, interest expense may increase if the rates associated with, or the
amounts borrowed under, our credit facilities move higher during subsequent
quarters. In addition, we may pursue additional or alternative credit to finance
further growth opportunities in one or both of our segments. We may use interest
rate swaps or other financial derivatives in order to manage the risk associated
with changes in market interest rates; however, we have not used any such
instruments thus far.
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<PAGE>
Income taxes
Our effective income tax rate during the second quarter of 2000 was
19.8%, consistent with the previous quarter's rate of 20.1% before non-recurring
items, and lower than the 23.8% reported in the second quarter of 1999. The
substantial decrease in our effective tax rate resulted from a proportionately
higher income in low-tax jurisdictions throughout the six months ended June 30,
2000.
Other Issues
Precious Metal
The ECPS uses silver, as well as other precious metals, in the
manufacturing of electrical contacts, rivets and other products. Historically,
we have leased or held these materials through consignment arrangements with our
suppliers. Leasing and consignment costs have been substantially below the costs
to borrow funds to purchase the metals. In addition, the risk of a decrease in
the market price of owned precious metal can be substantial. The terms of sale
within the ECPS allow us to charge customers for the current market value of
silver. However, leasing costs cannot always be recovered. Thus far we have been
successful in managing the costs associated with our precious metals. While
limited amounts are purchased for use in production, the vast majority of our
precious metal inventory continues to be leased or held on consignment. If our
leasing/consignment fees increase significantly in a short period of time, and
we are unable to recover these increased costs through higher sale prices, a
negative impact on our results of operations and liquidity may result. We
believe this risk is shared by all of our competitors.
Euro Conversion
On January 1, 1999, 11 of the 15 member countries of the European Union
established fixed conversion rates between their existing sovereign currencies
and the Euro. We refer to the 11 countries as the participating countries and
the participating countries' sovereign currencies as the legacy currencies.
The legacy currencies are scheduled to remain legal tender in the
participating countries as denominations of the Euro between January 1, 1999 and
July 1, 2002. During this transition period, public and private parties may pay
for goods and services using either the Euro or a legacy currency. Beginning
January 1, 2002, the participating countries will issue new Euro-denominated
bills and coins for use in cash transactions. By July 1, 2002, the participating
countries will withdraw all bills and coins denominated in the legacy
currencies, so that the legacy currencies no longer will be legal tender for any
transactions. The conversion to the Euro will then be complete.
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<PAGE>
We have developed plans to ensure, to the extent possible, the Euro
will not negatively impact our operating systems. On a company-wide basis, those
efforts have been coordinated by the corporate treasury department and have
included internal personnel as well as external consultants. The ECS is
continuously evaluating the impact of the Euro on the operations located in
Europe. The ECPS is in the renovation and implementation stages of addressing
Euro conversion related system issues for its European operations.
The failure to correct a material Euro conversion issue could result in
an interruption in, or failure of, certain normal business activities. Such
failures could materially and adversely affect our results of operations,
liquidity and financial condition. Due to the general uncertainty inherent in
the conversion to the Euro, we are unable to determine at this time whether the
consequences of Euro conversion failures will have a material impact on the
company's results of operations, liquidity or financial condition. During 1999
and thus far in 2000, we have not encountered any material Euro conversion
problems.
Factors That May Affect Our Future Results (Cautionary Statements for Purposes
of the "Safe Harbor" Provisions ofthe Private Securities Litigation Reform Act
of 1995)
Our disclosures and analysis in this report contain forward-looking
statements. Forward-looking statements reflect our current expectations of
future events. You can identify these statements by the fact that they do not
relate strictly to historical or current facts. They often (but not always) use
words such as "anticipate", "estimate", "expect", "project", "intend", "plan",
"believe", and similar terms. From time to time, we also provide oral or written
forward-looking statements in other materials we release to the public.
Any or all of our forward-looking statements in this report and in any
other public statements we make may turn out to be wrong. They may be affected
by inaccurate assumptions we might make or by risks and uncertainties which are
either unknown or not fully known or understood. Consequentially, no
forward-looking statement can be guaranteed. Actual future results may, and
probably will, vary materially.
We do not provide forecasts of future financial performance. We are
optimistic about our long-term prospects; however, the following issues and
uncertainties, among others, should be considered in evaluating our prospects
for the future.
Some of Our Products Are Subject to Rapid Technological Changes.
The ECS operates in an industry known for rapid change, consolidation,
uncertainty and constant new and emerging technologies. Generally, we expect
product life cycles to be very short. Changes in recent years due to the
Internet, on-line services and expansion of networking require the ECS to
maintain a strong engineering and development program. The program is necessary
to avoid product obsolescence and to meet or exceed customer expectations.
Accordingly, we expect to continue to spend money on engineering and development
with no assurances that our efforts in these areas will continue to be
successful.
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<PAGE>
We Cannot Predict the Market Growth Rate for Our Products.
The ECS sells its products into markets that are characterized by
rapidly changing growth rates. These markets include LAN, telecommunication
devices and power-conversion products. It is often difficult for our customers
or us to assess worldwide demand for upgrades or replacement of networks, or the
pace at which telecommunication infrastructure will be deployed throughout the
world. The markets may counterbalance one another in terms of growth or they may
move in the same direction. All of these variables will impact ECS growth rates.
The growth rates of housing, construction, appliance, telecommunication
systems and auto sales, which are highly cyclical, will impact the revenue
growth of the ECPS and the ECS.
We May Receive Lower Prices for Our Products.
Both the ECPS and the ECS operate in businesses characterized by
continually declining average selling prices on existing products. Future prices
for our products may decrease from historical levels, depending on competition
and other factors, and we may not be able to bring our manufacturing costs down
proportionately or continue to introduce new products, each of which is
necessary to maintain profitability.
We May Not Be Able to Maintain Our Current Gross Margins as a Percentage of
Sales.
Cost of sales as a percentage of sales is different for each segment
and can vary greatly based on sales mix and method of distribution. Mix factors
may increase cost of sales as a percentage of sales in the future. Acquisitions
that we make may also reduce our gross margin percentages, temporarily or
permanently.
We May Not Be Able to Obtain Sufficient Quantities of Raw Materials.
If we cannot obtain sufficient quantities of raw materials, including
precious metals used by the ECPS, or if the cost of those materials increases
significantly, and we cannot increase our selling prices, future operating
results could be much different from our expectations. Please refer to the
discussion of precious metal on page 18 of this report.
We May Not Successfully Identify, Integrate, or Manage Acquisitions.
We have completed several acquisitions over the past three years. The
degree of success of these acquisitions depends on our ability to:
o successfully integrate or consolidate acquired operations into
our existing segments;
o identify and take advantage of cost reduction opportunities; and
o further penetrate the market for the products acquired.
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<PAGE>
Integration of acquisitions may take longer than expected and may never be
achieved to the extent originally anticipated. This could result in business
growth which may be less than anticipated or manufacturing costs which are
higher than anticipated. In addition, acquisitions may cause a disruption in our
ongoing business, distract our managers, unduly tax our other resources and make
it difficult or impossible to maintain our historical standards, procedures and
controls.
The timing, price, structure and success of future acquisitions are
uncertain. In addition, we may not be able to identify suitable acquisition
candidates at reasonable prices, thereby reducing the aggressive acquisition
component of our growth.
We Operate Internationally and in Developing Countries.
We have significant operations outside the United States. These
operations, like all international operations, are subject to a number of risks
including:
o currency fluctuations;
o capital and exchange control regulations;
o restrictive government actions; and
o expropriation and nationalization.
We believe that the risks in international operations are greatest in
developing countries. The ECS has significant manufacturing operations in
several developing countries, especially the People's Republic of China.
Although the PRC is one of the world's fastest growing economies, its potential
economic, political and labor developments provide uncertainties and risks.
While the PRC has been receptive to foreign investment, we can't be certain that
the current policies will continue indefinitely into the future. If any country
in which we have significant operations adopts economic, legal, or trading
policies harmful to private industry or foreign investment, such policies could
affect us significantly.
The unpredictability of economic forces and government policies in
foreign countries could cause changes to the favorable operating conditions we
have experienced in recent years. We continually monitor business conditions in
all of the regions where we operate.
Effectively Managing Our Growth May Be Difficult.
We have grown rapidly in the last five years, and we expect to continue
to grow internally and through additional acquisitions. This growth is likely to
place significant strain on our resources and systems. To manage our growth, we
must implement systems, recruit and develop additional human resources and
control our operations by continually training employees at every level.
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<PAGE>
Other Factors
In addition to the factors discussed above, other factors which could
materially affect actual results include, but are not limited to:
o business conditions and the degree of optimism affecting the
economies throughout the world in general;
o competitive factors such as competitors seeking increased market
share based on price;
o manufacturing efficiencies and capacity;
o legal liability unknown at this time;
o risk of obsolescence due to shifts in market demand;
o information technology issues related to our computer systems or
the computer systems of our suppliers or customers; and
o the timing of customer product introductions.
We believe that we have the market opportunities, product offerings,
facilities, personnel and competitive and financial resources for continued
business success. However, future events, costs, margins, product mix and
profits are all subject to unpredictable factors including those discussed
above.
Item 3: Quantitative and Qualitative Disclosures about Market Risk
There were no material changes in market risk exposures that affect the
quantitative and qualitative disclosures presented in our Form 10-K for the year
ended December 31, 1999.
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<PAGE>
PART II. OTHER INFORMATION
Item 1 Legal Proceedings None
Item 2 Changes in Securities and Use of Proceeds None
Item 3 Defaults Upon Senior Securities None
Item 4 Submission of Matters to a Vote of Security Holders None
Item 4 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on May 24, 2000.
Messrs. John E. Burrows, Jr., Rajiv L. Gupta and James M. Papada, III
were elected to a three-year term as directors of the Company. The
Technitrol, Inc. Employee Stock Purchase Plan was approved. KPMG LLP
was selected as the Company's independent public accountants for the
year ending December 31, 2000. The results of the votes were as
follows:
For Withhold Authority
--- ------------------
John E. Burrows 14,143,636 118,444
Rajiv L. Gupta 12,442,395 1,819,685
James M. Papada, III 14,159,104 102,976
For Against Abstain
--- ------- -------
Employee Stock
Purchase Plan 13,786,032 395,696 80,352
KPMG LLP 14,036,793 206,457 18,630
In addition, each of the following directors continued in
office after the meeting: Stanley E. Basara, J. Barton Harrison,
Roy E. Hock, Graham Humes and Edward M. Mazze.
Item 5 Other Information None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
The Exhibit Index is on page 24
(b) Reports On Form 8-K None
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<PAGE>
Exhibit Index
Document
--------
3.(i) Articles of Incorporation Incorporated by reference to Exhibit
1 from Form 8-A/A dated April 10,
1998
(ii) By-laws Incorporated by reference to Exhibit
3 (ii) from Form 10-Q for the
quarter ended July 2, 1999
4. Instruments defining rights Incorporated by reference to Form
of security holders 8-A/A dated July 5, 2000
27. Financial Data Schedule Electronic Filing Only
--------------------------------------------------------------------------------
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<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)
August 7, 2000 /s/Albert Thorp, III
------------------------------ -----------------------------------------
(Date) Albert Thorp, III
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
August 7, 2000 /s/Drew A. Moyer
------------------------------ -----------------------------------------
(Date) Drew A. Moyer
Corporate Controller and Secretary
(Principal Accounting Officer)
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