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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 27, 2002
Commission File Number 1-14182
TB WOOD'S CORPORATION
------------------------------------------------------
(Exact Name of registrant as specified in its charter)
DELAWARE 25-1771145
------------------------ ------------------------------------
(State of Incorporation) (IRS Employer Identification Number)
440 North Fifth Avenue, Chambersburg, PA 17201
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(717) 264-7161
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No ___
Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at September 27, 2002
Common Stock, $.01 par value 5,234,903
Table of Contents
Part I. - Financial Information Page No.
- ------------------------------- --------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
September 27, 2002 and December 28, 2001 3
Condensed Consolidated Statements of Operations -
For the Third Quarter and Nine Months Ended
September 27, 2002 and September 28, 2001 4
Condensed Consolidated Statements of Cash Flows -
For the Nine Months Ended September 27, 2002
and September 28, 2001 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 16
Part II. - Other information 15
- ----------------------------
Item 6. Exhibits and Reports on Form 8-K 17
2
Part I. -Financial Information
Item 1. Financial Statements
TB Wood's Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
Unaudited
September 27, December 28,
(in thousands, except share amounts) 2002 2001
- --------------------------------------------------------------------------------------------------------------------
ASSETS
Current Assets:
Cash and cash equivalents....................................................... $ 1,307 $ 581
Accounts receivable, less allowances for doubtful accounts, discounts,
and claims of $530 at September 27, 2002 and $472
at December 28, 2001.......................................................... 14,816 15,706
Inventories..................................................................... 19,939 23,802
Other current assets............................................................ 2,715 1,849
-----------------------
Total current assets......................................................... 38,777 41,938
-----------------------
Property, plant, and equipment.................................................... 65,267 64,966
Less accumulated depreciation................................................... 34,111 32,025
-----------------------
Net property, plant and equipment............................................. 31,156 32,941
-----------------------
Other Assets:
Deferred income taxes........................................................... 3,872 2,265
Goodwill, net of accumulated amortization of $2,157 at
September 27, 2002 and at December 28, 2001................................... 5,068 8,865
Other........................................................................... 1,735 1,623
-----------------------
Total other assets........................................................... 10,675 12,753
-----------------------
TOTAL ASSETS...................................................................... $80,608 $87,632
=======================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt............................................ $ 369 $ 843
Accounts payable................................................................ 6,846 7,469
Checks outstanding.............................................................. 2,660 1,635
Accrued expenses................................................................ 7,452 5,317
Deferred income taxes........................................................... 1,202 1,202
-----------------------
Total current liabilities.................................................... 18,529 16,466
-----------------------
Long-term debt, less current maturities........................................... 24,741 27,802
-----------------------
Postretirement benefit obligation, less current portion........................... 11,332 11,857
-----------------------
Equity of minority shareholders................................................... -- 3,062
-----------------------
Shareholders' Equity:
Preferred stock, $.01 par value; 100 and 5,000,000 shares authorized, at
September 27, 2002 and December 28, 2001, and no shares
issued or outstanding.......................................................... -- --
Common stock, $.01 par value; 10,000,000 and 40,000,000 shares authorized;
5,639,798 issued; and 5,234,903 and 5,219,447 outstanding at September 27,
2002 and December 28, 2001, respectively....................................... 57 57
Treasury stock, at cost......................................................... (4,228) (4,338)
Additional paid-in capital...................................................... 26,724 26,720
Retained earnings............................................................... 6,070 8,968
Other accumulated comprehensive income.......................................... (2,617) (2,962)
-----------------------
Total shareholders' equity................................................... 26,006 28,445
-----------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY...................................... $80,608 $87,632
=======================
The accompanying notes are an integral part of these
consolidated financial statements.
3
TB Wood's Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
Unaudited Unaudited
Third Quarter Ended Year to Date
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
(in thousands, except per share amounts) 2002 2001 2002 2001
- ----------------------------------------------------------------------------------------------------------------------
Net sales.......................................................... $25,241 $26,045 $80,099 $84,331
Cost of sales...................................................... 17,415 17,687 54,696 55,782
---------------------------------------------
Gross profit..................................................... 7,826 8,358 25,403 28,549
Selling, general and administrative expenses....................... 7,036 7,204 22,302 23,468
---------------------------------------------
Operating income, before minority interest...................... 790 1,154 3,101 5,081
Minority interest in loss (income)................................. 2 (256) (150) (927)
---------------------------------------------
Operating income................................................... 792 898 2,951 4,154
---------------------------------------------
Other (expense) income:
Interest expense and other finance charges...................... (227) (385) (660) (1,299)
Other, net...................................................... 86 (27) 101 532
---------------------------------------------
Other expense, net.............................................. (141) (412) (559) (767)
---------------------------------------------
Income before provision for income taxes and cumulative
effect of change in accounting principle........................... 651 486 2,392 3,387
Provision for income taxes......................................... 283 184 1,028 1,287
---------------------------------------------
Income before cumulative effect of change in accounting
principle.......................................................... 368 302 1,364 2,100
Cumulative effect of change in accounting principle, net of
income tax......................................................... -- -- (2,846) --
---------------------------------------------
Net income (loss).................................................. $ 368 $ 302 $ (1,482) $ 2,100
==============================================
Per share amounts-Basic and Diluted:
Basic and Diluted Income before cumulative effect of
change in accounting principle per common share.................... $0.07 $0.06 $ 0.26 $0.39
Basic and Diluted Cumulative effect of change in accounting
principle per common share......................................... -- -- (0.54) --
---------------------------------------------
Basic and Diluted net income (loss) per common share............... $0.07 $0.06 $(0.28) $0.39
=============================================
Basic and Diluted Weighted average shares of common
stock and equivalents outstanding.................................. 5,234 5,380 5,231 5,439
=============================================
The accompanying notes are an integral part of these
consolidated financial statements.
4
TB Wood's Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Unaudited
Year to Date
Sept. 27, Sept. 28,
(in thousands) 2002 2001
- -------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net (loss) income............................................................... $(1,482) $2,100
Cumulative effect of change in accounting principle............................. 2,846 --
-----------------------
Income before cumulative effect of change in accounting principle............... 1,364 2,100
-----------------------
Adjustments to reconcile net (loss) income to net cash provided by operating
activities:
Depreciation and amortization.............................................. 4,219 4,194
Other...................................................................... (69) 23
Stock option compensation and employee stock benefit expense............... 57 381
Minority interest.......................................................... (3,034) 927
Net loss (gain) on sale of assets.......................................... (67) (618)
Changes in operating assets and liabilities:
Accounts receivable................................................... 890 3,757
Inventories........................................................... 3,863 5,124
Other current assets.................................................. (866) (448)
Accounts payable ..................................................... (623) (2,784)
Accrued and other liabilities ........................................ 1,610 (2,942)
-----------------------
Total adjustments................................................ 5,980 7,614
-----------------------
Net cash provided by operating activities........................ 7,344 9,714
-----------------------
Cash Flows from Investing Activities:
Capital expenditures............................................................ (2,711) (2,761)
Proceeds from sale of fixed assets.............................................. 506 745
Other........................................................................... (861) (141)
-----------------------
Net cash used in investing activities...................................... (3,066) (2,157)
-----------------------
Cash Flows from Financing Activities:
Change in checks outstanding.................................................... 1,025 669
Distribution of Earnings to Minority Partner.................................... (28) (65)
Repayments of other long-term debt, net......................................... 125 (227)
Proceeds from revolving credit facility......................................... 30,000 31,678
Repayments of revolving credit facility......................................... (33,660) (35,529)
Payment of dividends............................................................ (1,413) (1,466)
Treasury Stock.................................................................. 54 (2,498)
Other........................................................................... -- (130)
-----------------------
Net cash used in financing activities...................................... (3,897) (7,568)
-----------------------
Effect of changes in foreign exchange rates..................................... 345 271
-----------------------
Net increase in cash and cash equivalents....................................... 726 260
Cash and cash equivalents at beginning of period................................ 581 619
-----------------------
Cash and cash equivalents at end of period...................................... $ 1,307 $ 879
=======================
Income taxes paid............................................................... $ 714 $1,563
=======================
Interest paid................................................................... $ 700 $1,185
=======================
The accompanying notes are an integral part of these
consolidated financial statements.
5
TB Wood's Corporation and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(unaudited; in thousands, except per share amounts)
1. Basis of Presentation
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, consisting of
normal recurring adjustments, necessary to present fairly the financial
position of TB Wood's Corporation and Subsidiaries (the "Company") and
the results of their operations and cash flows for the interim periods
presented. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with
accounting principles generally accepted in the United States have been
condensed or omitted. These financial statements should be read together
with the audited financial statements and notes included in the
Company's 2001 Annual Report on Form 10-K filed with the Securities and
Exchange Commission. Operating results for the interim periods presented
are not necessarily indicative of the results that may be expected for
the fiscal year ending December 27, 2002.
Certain prior period amounts have been reclassified to conform to the
current period presentation.
2. Inventories
The major classes of inventories (principally "last in first out"
method) at September 27, 2002 and December 28, 2001 consisted of the
following:
Unaudited
--------------------------------------
September 27, December 28,
(in thousands) 2002 2001
-----------------------------------------------------------------------------------------------------
Raw materials and supplies..................................... $ 8,348 $8,302
Work in process................................................ 4,654 4,698
Finished goods................................................. 12,369 16,234
--------------------------------
Total at FIFO cost............................................. 25,371 29,234
Excess of FIFO cost over LIFO cost............................. (5,432) (5,432)
--------------------------------
Total at LIFO cost............................................. $19,939 $23,802
================================
3. Shareholders' Equity
Dividends
On April 3, July 2, and October 3, 2002, the Board of Directors declared
quarterly cash dividends of $0.09 per share payable on April 30, July
31, and October 31, 2002 to stockholders of record on April 16, July 17,
and October 17, 2002, respectively.
Preferred and Common Stock
On April 23, 2002, the shareholders approved an amendment of the
corporate charter reducing the number of shares of preferred stock the
Company is authorized to issue from 5,000,000 to 100 and reducing the
number of shares of common stock the Company is authorized to issue from
40,000,000 to 10,000,000.
Treasury Stock
In 1996, the Board of Directors authorized the Company to purchase up to
200,000 of the Company's common shares. At the July 2000 and January
2001 Board of Director's meetings, the directors of TB Wood's expanded
6
this share repurchase program by authorizing the repurchase of up to an
additional 100,000 and 200,000 shares, respectively, of TB Wood's stock.
These purchases are subject to certain business and market conditions.
At September 27, 2002 the cumulative number of treasury shares purchased
under this authorization was 497,936. Year to date, the number of
treasury shares issued to employees under the stock purchase plans was
7,750 and under the 401-K retirement plan was 7,706. As of September 27,
2002, 404,895 shares were held in treasury at cost.
Stock Options
On January 31, 2002, the Company granted options for the purchase of
145,650 shares of its common stock to employees at exercise prices equal
to or in excess of market price on the date of the grant. These options
vest over three years with options for 97,100 shares expiring on January
31, 2007 and the remaining options expiring on January 31, 2012.
4. Other Comprehensive Income
Total comprehensive (loss) income for the year-to-date periods ended
September 27, 2002 and September 28, 2001 was as follows:
Unaudited Unaudited
--------------------------------------
(in thousands) Sept. 27, 2002 Sept. 28, 2001
------------------------------------------------------------------------------------------------------
Net (Loss) Income........................................... $(1,482) $2,100
Other comprehensive income
Foreign currency translation adjustments................ 345 271
-------------------------
Total Comprehensive (Loss) Income........................... $(1,137) $2,371
=========================
The components of accumulated other comprehensive income, net of related
tax at September 27, 2002 and December 28, 2001 are as follows:
2002 2001
---- ----
Aggregate currency translation adjustment $2,617 $2,962
====== ======
5. Earnings Per Share
Basic earnings per share is computed by dividing net income (loss) by
the weighted average shares outstanding. Diluted earnings per share is
computed by dividing net income (loss) by the weighted average shares
and common equivalent shares if dilutive. The computation of weighted
average shares outstanding is as follows:
Quarter Ended Year to Date
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
(in thousands) 2002 2001 2002 2001
--------------------------------------------------------------------------------------------------------------
Basic weighted average number of common shares
Outstanding........................................... 5,234 5,371 5,231 5,435
Shares issueable upon assumed exercise of
Outstanding stock options............................. -- 9 -- 4
----------------------------------------
Diluted weighted average number of common and
Common equivalent shares outstanding.................. 5,234 5,380 5,231 5,439
========================================
Total outstanding options to purchase 787,000 and 779,000 shares of
common stock as of September 27, 2002 and September 28, 2001,
respectively, are not included in the above calculation as their effect
would be antidilutive.
7
6. Business Segment Information
The Company's reportable segments are business units that manufacture and
market separate and distinct products and are managed separately because
each business requires different processes, technologies and marketing
strategies.
The following table summarizes revenues, operating income, total assets
and expenditures for long-lived assets by business segment for the
periods ended September 27, 2002 and September 28, 2001.
Quarter Ended Year to Date
--------------------------------------------
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
(in thousands) 2002 2001 2002 2001
---- ---- ---- ----
External Sales:
Mechanical Segment $15,601 $16,674 $50,684 $54,808
Electronics Segment 9,640 9,371 29,415 29,523
-----------------------------------------
$25,241 $26,045 $80,099 $84,331
=========================================
Operating Income (loss) after minority interest:
Mechanical Segment $673 $1,183 $3,238 $4,958
Electronics Segment 119 (285) (287) (804)
-----------------------------------------
$792 $ 898 $2,951 $4,154
=========================================
Depreciation and amortization:
Mechanical Segment $762 $ 750 $2,239 $2,266
Electronics Segment 430 433 1,295 1,255
Corporate 246 231 685 673
-----------------------------------------
$1,438 $1,414 $4,219 $4,194
=========================================
Assets:
Mechanical Segment $46,096 $50,562 $46,096 $50,562
Electronics Segment 26,442 35,331 26,442 35,331
Corporate 8,070 7,130 8,070 7,130
-----------------------------------------
$80,608 $93,023 $80,608 $93,023
=========================================
Expenditures for long-lived assets:
Mechanical Segment $563 $329 $1,495 $1,319
Electronics Segment 152 314 663 899
Corporate 201 86 552 543
-----------------------------------------
$916 $729 $2,710 $2,761
=========================================
The following table reconciles segment-operating income to consolidated
income before income taxes and cumulative effect of change in accounting
principle as of September 27, 2002 and September 28, 2001 as follows:
Quarter Ended Year to Date
--------------------------------------------
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
(in thousands) 2002 2001 2002 2001
---- ---- ---- ----
Segment operating income after minority interest $792 $898 $2,951 $4,154
Interest, net (227) (385) (660) (1,299)
Other, net 86 (27) 101 532
-----------------------------------------
Income before provision for income taxes and cumulative
effect of change in accounting principle $651 $486 $2,392 $3,387
=========================================
8
7. Goodwill
The Financial Accounting Standards Board issued SFAS No. 141 Business
Combinations, that was effective July 2001 and No. 142, "Goodwill and
Other Intangible Assets" effective the beginning of fiscal year 2002. SFAS
No. 141 requires all business combinations initiated after June 30, 2001
to be accounted for using the purchase method. SFAS No. 142 requires that
goodwill and intangible assets deemed to have an indefinite life not be
amortized. Instead of amortizing goodwill and intangible assets deemed to
have an indefinite life, the statement requires a test for impairment to
be performed annually, or immediately if conditions indicate that such an
impairment could exist. The Company adopted this statement effective
December 29, 2001 (beginning of Fiscal 2002). As a result of adopting SFAS
No. 142, the Company will no longer record goodwill amortization of
approximately $226 ($177 after income tax) per year.
Using the fair value approach, the Company performed the first annual
impairment tests required by SFAS 142 during the first quarter of fiscal
2002. Based upon results of the first phase of these tests, it appeared
that goodwill related to the Company's North American Electronics
reporting unit may be impaired. As a result, the second phase of the tests
required by SFAS 142 on a fair value approach for the North American
Electronics reporting unit was performed. In accordance with SFAS 142,
once impairment is determined at a reporting unit, the amount of goodwill
impairment is determined based upon what the balance of goodwill would
have been if the purchase accounting method prescribed by SFAS 141 were
applied at the date of impairment. Under SFAS 142, if the carrying amount
of goodwill exceeds its fair value, an impairment loss must be recognized
in an amount equal to that excess. Once the impairment loss is recognized,
the adjusted carrying amount of the goodwill will be its new accounting
basis. This second phase of the impairment evaluation determined that
impairment had occurred, as a result of which an impairment loss of $4,453
($2,846 net of the income taxes), has been recognized as a cumulative
effect of a change in accounting principle as of the beginning of fiscal
2002 as prescribed by SFAS 142.
8. Restructuring
As part of its ongoing efforts to reduce costs in the current business
environment, the Company closed its Canadian manufacturing operations
effective January 31, 2002, and transferred certain of its operations to
its new Mexican plant opened in 2001. As a result of the closure of its
Canadian manufacturing operations affecting 28 people, restructuring
charges related to severance and closure in the amount of $275 was
recorded as an expense during the first quarter 2002.
9. Acquisition of Minority Interest
As reported in the Company's 10-K filed for fiscal 2001, The Electron Corp
("Electron"), the minority partner in a joint venture established to
manufacture and market belted drive products filed for bankruptcy in late
2001 under Chapter 11 (Reorganization) of the US Bankruptcy Code. In
February 2002 Electron abandoned certain non-cash assets that included
Electron's minority interest in the joint venture to a bank which was a
secured creditor. Subsequently Electron's reorganization proceeding was
converted to Chapter 7 (Liquidation). In April 2002 the Company reached an
agreement to purchase Electron's minority interest in the joint venture,
including the patterns, tooling and intellectual property that Electron
used to manufacture castings for the joint venture from the bank for the
sum of $3,230,000 plus the assumption of income tax liabilities of
$20,000. The Company did not recognize any gain or loss from this purchase
and the transaction did not have a material impact upon its business
operations. This purchase closed on July 8, 2002; on which date the
Company used borrowings under its $52,500 unsecured United States
revolving credit facility (the "Facility") to finance this transaction.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
OVERVIEW
The general slowdown in the worldwide manufacturing sector continued in
the third quarter of 2002. The Company continued its efforts to reduce costs
that it believes will enable it to more successfully operate in the current
environment. These cost reduction measures include, but are not limited to,
continued strict cost controls on all discretionary spending, the reduction or
elimination of certain employee positions, shorter workweeks in specific areas
to match output to customer demands, and selection of component vendors offering
lower costs.
RESULTS OF OPERATIONS (in thousands, except per share amounts)
The Company posted net sales for the third quarter 2002 of $25,241,
compared to $26,045 for the third quarter 2001, a decrease of 3.1%. Year to date
net sales of the Company for 2002 were $80,099 which is $4,232 lower than net
sales for the same period in 2001.
Mechanical Business net sales for the third quarter of $15,601 were
$1,073 lower than net sales of $16,674 for the third quarter of 2001. For the
first nine months of 2002, Mechanical Business net sales were $50,684 compared
to $54,808 for the same period in 2001 or a reduction of 7.5%. The sales decline
mainly occurred in the belted drive product lines, driven by the general
industrial slowdown.
Electronics Business net sales for the third quarter of 2002 were
$9,640, a $269 increase from net sales of $9,371 for the third quarter of 2001.
For the first nine months of 2002, Electronics Business net sales were $29,415
compared to $29,523 for the same period in 2001, or a reduction of 0.4%. The
continued low level of capital expenditures by the man-made fibers industry was
the principal reason for the sales decline.
Company cost of sales ("COS") in the third quarter 2002 was $17,415
compared to $17,687 for the same period last year. As a percent of sales, COS
was 69.0% for the third quarter 2002, an increase of 1.1 percentage points from
2001's third quarter COS of 67.9%. Year to date, COS for the Company was $54,696
or 68.3% of sales compared to $55,782 or 66.1% of sales for same period in 2001.
During the first quarter 2002, the Company closed its Canadian
mechanical manufacturing operations and transferred certain operations to its
new Mexican plant that opened in 2001. As a result of the closure of its
Canadian manufacturing operations, restructuring charges related to severance
and closure costs in the amount of $275 were recorded as a COS expense during
the first quarter 2002. The Company has increased production at the plant in
Mexico, but the costs associated with the start up have negatively impacted cost
of goods sold.
Mechanical Business COS of $11,205 in the third quarter 2002 was $214
lower than COS of $11,419 in the third quarter 2001. As a percent of sales for
the third quarter 2002, Mechanical Business reported COS of 71.8%, an increase
of 3.3 percentage points from 68.5% in the prior year. Year to date, 2002 COS
for Mechanical Business was $35,322 or 69.7% of sales compared to $36,121 or
65.9% of sales for same period in 2001. The increased COS percentage to sales
resulted from reduced fixed expense absorption from lower sales volume,
continued costs of starting up the Mexican plant, and wage inflation.
Electronics Business COS for the third quarter 2002 was $6,210, a $58
decrease from COS of $6,268 for the same quarter of 2001. As a percent of sales
for the third quarter 2002 versus the third quarter 2001, Electronics Business
reported COS of 64.4% for 2002, down 2.5 percentage points from 66.9% in the
prior year. Year to date, 2002 COS for Electronics Business was $19,374 or 65.9%
of sales compared to $19,661or 66.6% of sales for same period in 2001. The
principal reason for the lower COS percentage was due to reduced personnel
levels.
10
Selling, general and administrative ("SG&A") expenses for the third
quarter 2002 were $7,036 compared to $7,204 for the third quarter 2001, a
decrease of $168, or 2.3%. SG&A, as a percent of sales, was 27.9% for the third
quarter of 2002 compared to 27.7% for the third quarter of 2001. Year to date,
2002 SG&A was $22,302 or 27.8% of sales compared to $23,468 or 27.8% of sales
for the same period in 2001. The major reasons for the change in absolute
dollars were the reduced variable costs caused by the lower sales volume and
lower headcount.
Operating income after Minority Interest for the Company was $792 for
the third quarter 2002, or 3.1% as a percent of sales, and $106 lower than third
quarter 2001 income from operations of $898, which was 3.4% of sales. This
reduction was caused primarily by the lower sales volume leading to the
decreased absorption of fixed expenses from lower inventory and production, and
costs associated with the start up of the new Mexican plant. Offsetting the
above reduction was the cessation of the Company's joint venture with The
Electron Corp as of the end of the Company's first quarter that had the effect
of eliminating Electron's participation in the joint venture which in turn
increased operating income attributable to the Company's interest in the joint
venture operations. Further, effective December 29, 2001 (beginning of fiscal
2002), the Company adopted SFAS 142 "Goodwill and Other Intangible Assets." As a
result of the adoption the Company ceased the amortization of goodwill. During
the third quarter of 2001 the Company recognized $45 of goodwill amortization
net of income tax.
After nine months of 2002, operating income was $2,951 or 3.7 % of
sales, compared to $4,154 or 4.9% of sales for same period of 2001. The
principal reasons for the period change were lower sales volume leading to
reduced absorption of fixed expenses, closure of the Canadian manufacturing
operation and start up of the new plant in Mexico, offset by the discontinuance
of the Company's joint venture with The Electron Corp, which resulted in a year
to date expense of $150 as compared to $927 for the first nine months of 2001,
and the discontinuance of the amortization of goodwill in 2002, while
amortization of goodwill was $135 net of income tax for the first nine months of
2001.
Other expense for the third quarter 2002 was $141, compared to other
expense of $412 for the same period last year. Interest expense, a component of
other expense, for the Company was $227 in the third quarter of 2002, a $158
decrease from $385 of interest expense in the third quarter of 2001. The
Company's lower debt levels and the reduction of interest rates since the third
quarter of 2001 were the primary reasons for this lower interest expense to the
Company. A gain of $100 was recognized from the sale of a plant in Greensboro,
North Carolina during the third quarter of 2002 while no similar gain was
recognized during the third quarter of 2001. Other income for the first nine
months of 2002 includes the gain of $100 from the sale of the North Carolina
plant while the first nine months of 2001 included a $617 gain on the sale of
the Elk Grove Village, Illinois warehouse. Year to date 2002 other expense was
$559 compared to $767 for same period of 2001. The principal reason for the $208
decrease was the decline in interest expense year over year.
Income before the cumulative effect of a change in accounting principle
for the impairment of goodwill in the third quarter 2002 was $368, or $0.07 per
diluted share, $66 higher than the $302 or $0.06 per diluted share a year ago.
Year to date 2002, income before the cumulative effect of a change in accounting
principle for the impairment of goodwill was $1,364 or $0.26 per diluted share,
$736 lower than the $2,100, or $0.39 per diluted share, for same period last
year.
The effective income tax rate increased for third quarter and year to
date for fiscal 2002 due to the fact that no income tax benefit was recognized
for the loss being incurred in Mexico as a result of the start up of a new
factory. It is anticipated that this loss will be carried forward and offset
against future income at which point an income tax benefit will be realized.
11
As a result of the adoption of SFAS 142 "Goodwill and Other Intangible
Assets" the Company recognized an impairment charge in the amount of $4,453
($2,846 net of income taxes) related to the goodwill associated with its North
American Electronics reporting unit during the first quarter of 2002. This
charge is reflected as a cumulative effect of a change of accounting principle
as directed by SFAS 142. No similar charges were recorded during the first
quarter of 2001 or during the third quarters of 2002 or 2001. As a result of the
impairment charge for goodwill in the first quarter of 2002, the net loss
realized for 2002 to date was $(1,482) or $(0.28) per diluted share as compared
to net income for the same period of 2001 that was $2,100 or $0.39 per share.
Net Income for the third quarter of 2002 was $368, or $0.07 per share compared
to $302 or $0.06 per share for the third quarter of 2001.
LIQUIDITY AND CAPITAL RESOURCES (in thousands)
Working Capital at September 27, 2002 was $20,248, 20.5% below the
$25,472 at December 28, 2001. The decrease was due primarily to decreases in
inventory and accounts receivable offset by an increase in accrued expenses.
Current ratio was 2.1:1 at September 27, 2002 and 2.5:1 at December 28, 2001.
Outstanding long-term debt decreased $3,061, to $24,741 at September
27, 2002 compared to $27,802 at year-end 2001. Debt was comprised of $5,290 in
tax-exempt revenue bonds, $19,300 in debt under the Facility, and $151 in
capitalized leases. The Facility, which matures in October 2003, was recently
amended to provide additional flexibility under certain of the financial
covenants. At September 27, 2002, after taking into consideration $6,196 of
outstanding standby letters of credit, the Company had approximately $27,004 of
available borrowing capacity under the Facility. The Company's annual interest
rate as of September 27, 2002 on the Facility was 3.19%.
The Company's net cash flow for the year to date 2002 was $726, a $466
increase from the year to date 2001. The Company believes that the combination
of cash generated by operations, available borrowing capacity and the Company's
ability to obtain additional long-term indebtedness is adequate to finance the
Company's operations for the foreseeable future.
ACCOUNTING POLICIES:
Management's discussion and analysis of the Company's financial
condition and results of operations are based upon the Company's Condensed
Consolidated Financial Statements, which have been prepared in accordance with
the rules and regulations of the United States Securities and Exchange
Commission. The preparation of these financial statements requires management to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an ongoing basis, the Company evaluates these estimates,
including those related to bad debts, inventories, intangible assets,
post-retirement benefits, income taxes, and contingencies and litigation. The
Company bases these estimates on historical experiences and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.
The Company believes the following critical accounting policies affect
management's more significant judgements and estimates used in the preparation
of its Consolidated Financial Statements. For a detailed discussion on the
application of these and other accounting policies, see Note 1 in the December
28, 2001 Consolidated Financial Statements included in the Company's 2001 annual
report on Form 10-K.
12
Accounts receivables: The Company maintains allowances for doubtful accounts,
discounts and claims resulting from the inability of customers to make required
payments, projected cash discounts to be taken in the month following the end of
the accounting period, and any claims customers may have for merchandise. If the
financial condition of customers were to deteriorate, resulting in an impairment
of their ability to make payments, additional allowances may be required.
Product Warranty: Warranty reserve and allowance for product returns is
established based upon management's best estimate of the amounts necessary to
settle future and existing claims on products sold as of the balance sheet date.
While management believes the warranty reserve and allowance for product returns
is adequate and that judgement applied is appropriate based upon historical
experience for these items, actual amounts determined to be due and payable
would differ and additional allowances may be required.
Inventory: The Company writes down inventory for estimated obsolescence or
unmarketable inventory equal to the differences between the cost of the
inventory and the estimated market value based upon assumptions about future
demand and market conditions. If actual market conditions are less favorable
than those projected by management, additional inventory write-downs may be
required.
Long-Lived Assets: The Company periodically evaluates the realizable value of
long-lived assets, including property, plant and equipment, relying on a number
of factors including operating results, budgets, economic projections and
anticipated future cash flows.
Acquired Intangibles: The Company's past business acquisitions resulted in the
recognition of goodwill and other intangible assets, which affect the amount of
future period amortization expense and possible impairment expenses that the
Company will incur. The determination of the value of such intangible assets
requires management to make estimates and assumptions that affect the Company's
Consolidated Financial Statements.
NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board (FASB) issued SFAS No. 141
"Business Combinations" that was effective July 2001, and No. 142, "Goodwill and
Other Intangible Assets" effective for the Company at the beginning of its
fiscal year 2002. SFAS No. 141 requires all business combinations initiated
after June 30, 2001 to be accounted for using the purchase method. SFAS No. 142
requires that goodwill and intangible assets deemed to have an indefinite life
not be amortized. Instead of amortizing goodwill and intangible assets deemed to
have an indefinite life, the statement requires an annual test for impairment,
or immediately if conditions indicate that such an impairment could exist. The
Company adopted this statement effective December 29, 2001 (beginning of Fiscal
2002). As a result of adopting SFAS No. 142, the Company will no longer record
goodwill amortization of approximately $226 ($177 after income tax) per year.
The following table provides the comparable effects of adoption of SFAS
142 for the nine-month periods ended September 27, 2002 and September 28, 2001.
Sept. 27 Sept. 28
(in thousands, except per share data) 2002 2001
- -------------------------------------------------------------------------------- --------- --------
Reported Income before cumulative effect of change in accounting principle...... $1,364 $2,100
Add Back: Goodwill amortization (net of tax).................................... -- 135
-------- --------
Pro Forma Income before cumulative effect of change in accounting principle $1,364 $2,235
======== ========
Basic and Diluted Income Per Share:
Reported Income per share before cumulative effect of a change in accounting
principle..................................................................... $0.26 $0.39
Add back: Goodwill amortization (net of tax) per share......................... -- 0.02
-------- --------
Pro Forma income per share before cumulative effect of change in accounting
principle..................................................................... $0.26 $0.41
======== ========
13
Using the fair value approach, the Company performed the first annual
impairment tests required by SFAS 142. Based upon results of the first phase of
these tests, it appeared that goodwill related to the Company's North American
Electronics reporting unit may be impaired. As a result the second phase of the
tests required by SFAS 142 on a fair value approach for the North American
Electronics reporting unit was performed. In accordance with SFAS 142, once
impairment is determined at a reporting unit, the amount of goodwill impairment
is determined based upon what the balance of goodwill would have been if the
purchase accounting method prescribed by SFAS 141 were applied at the date of
impairment. Under SFAS 142, if the carrying amount of goodwill exceeds its fair
value, an impairment loss must be recognized in an amount equal to that excess.
Once the impairment loss is recognized, the adjusted carrying amount of the
goodwill will be its new accounting basis. This second phase of the impairment
evaluation determined that impairment had occurred, as a result of which an
impairment loss of $4,453 ($2,846 net of income taxes), was recognized as a
cumulative effect of a change in accounting principle as of the beginning of
fiscal 2002 as prescribed by SFAS 142.
In June 2001 FASB issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 addresses
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. This
statement is effective for fiscal years beginning after June 15, 2002. The
Company intends to adopt this statement effective December 28, 2002 (beginning
of the Company's fiscal 2003). The Company does not believe that implementation
of this SFAS will have a material impact on its Consolidated Financial
Statements.
In October 2001, FASB issued Statement of Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-lived Assets," which
supercedes SFAS No. 121. Though it retains the basic requirements of SFAS No.
121 regarding when and how to measure impairment loss, SFAS No. 144 provides
additional implementation guidance. SFAS 144 applies to long-lived assets to be
held and used or to be disposed of, including assets under capital leases of
lessees; assets subject to operating leases of lessors; and prepaid assets. This
statement is effective for fiscal years beginning after December 15, 2001. The
Company's adoption of this SFAS during fiscal 2002 has not had a material impact
on its Consolidated Financial Statements.
In April 2002, FASB issued Statement of Accounting Standards No. 145
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No
13, and Technical Corrections." SFAS No. 145 rescinds previous accounting
guidance, which required all gains and losses from the extinguishment of debt be
classified as an extraordinary item. Under SFAS No. 145 classification of debt
extinguishment depends on the facts and circumstances of the transaction. This
statement is effective for fiscal years beginning after May 15, 2002. The
Company's does not expect this SFAS to have a material impact upon the
Consolidated Financial Statements.
In July 2002, FASB issued Statement of Accounting Standards No.146
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
addresses financial accounting and reporting for the costs associated with exit
or disposal activities and nullifies EITF 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)." This statement is
effective for exit or disposal activities initiated after December 31, 2002.
Since adoption of this SFAS is prospective, the Company does not believe that
the implementation of this SFAS will have a material impact upon the
Consolidated Financial Statements.
14
In October 2002, FASB issued Statement of Accounting Standards No 147
"Acquisition of Certain Financial Institutions--an Amendment of FASB Statements
No. 72 and 144 and FASB Interpretation No.9," This statement is not applicable
to the Company's operations.
SAFE HARBOR STATEMENT
Certain information included or incorporated by reference in this
document may be deemed to be "forward looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements, other than statements of historical facts, that address activities,
events or developments that the Company intends, expects, projects, believes or
anticipates will or may occur in the future are forward looking statements. Such
statements are characterized by terminology such as "believe," "anticipate,"
"should," "intend," "plan," "will," "expects," "estimates," "projects,"
"positioned," "strategy," "and similar expressions. These statements are based
on assumptions and assessments made by the Company's management in light of its
experience and its perception of historical trends, current conditions, expected
future developments and other factors it believes to be appropriate. These
forward looking statements are subject to a number of risks and uncertainties,
including but not limited to continuation of the Company's longstanding
relationships with major customers, the Company's ability to integrate acquired
businesses into its operations and realize planned synergies, the extent to
which acquired businesses are able to meet the Company's expectations and
operate profitably, changes in regulations that could affect demand for products
and unanticipated developments that could occur with respect to contingencies
such as environmental matters and litigation. In addition, the Company is
subject to risks and uncertainties that affect the manufacturing sector
generally, including, but not limited to, economic, competitive, governmental
and technological factors affecting the Company's operations, markets, products,
services and prices. Any such forward looking statements are not guarantees of
future performances and actual results, developments, and business decisions may
differ from those envisaged by such forward looking statements. The Company
disclaims any duty to update any forward-looking statements, all of which are
expressly qualified by the foregoing.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in market risks since the 2001
Annual Report to Shareholders.
Item 4. Controls and Procedures
The Company's Principal Executive Officer and Principal Financial
Officer evaluated the Company's disclosure and internal controls as of the end
of the quarter ended September 27, 2002. This evaluation determined that the
disclosure controls and procedures in place at the Company ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to the Principal Executive and Principal Financial Officers by
others within the entities for the quarter ended on September 27, 2002 to ensure
disclosure on a timely basis in conformance with applicable rules and
regulations. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how remote.
Further there were no significant deficiencies in the design or operation of the
Company's internal controls which would have adversely affected the Company's
ability to record, process, summarize or report financial data. No material
weaknesses in internal controls were identified or reported to the registrant's
auditors, nor was there any fraud that involved management or other employees
who have a significant role in the Company's internal controls.
15
Part II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
3.1 Amended Restated Certificate of Incorporation of the Company
(Incorporated by reference to Form 10-Q for the quarter ended
June 28, 2002).
10.61 Seventh Amendment to Loan Documents by and among TB Wood's
Incorporated Individually and as Agent under Borrower Agency
Agreement and PNC Bank, National Association as Agent, PNC Bank,
National Association, Fleet Bank (as successor to Summit Bank),
First Union National Bank and National City Bank of Pennsylvania
dated April 30, 2002 effective as of March 29,2002 (Incorporated
by reference to Form 10-Q for the quarter ended March 29, 2002).
16 Letter from Arthur Andersen to the Securities and Exchange
Commission dated June 27, 2002 (Incorporated by reference to
Form 8-K filed on June 24,2002, as Amended by Form 8-K filed on
July 2, 2002).
b) Reports on Form 8-K
None
Pursuant to the requirements of Section 13 or 15(d) 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, in the Borough of
Chambersburg and Commonwealth of Pennsylvania, on November 4, 2002.
TB WOOD'S CORPORATION
By: /s/Thomas F. Tatarczuch
------------------------------------
THOMAS F. TATARCZUCH
Vice President-Finance
(Principal Financial Officer and
Principal Accounting Officer)
16
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Michael L. Hurt, certify that:
1. I have reviewed this quarterly report on Form 10-Q of TB Wood's
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based upon
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons fulfilling the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 4, 2002
/s/ Michael L. Hurt
- -------------------------------------
President and Chief Executive Officer
17
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Thomas F. Tatarczuch, certify that:
1. I have reviewed this quarterly report on Form 10-Q of TB Wood's
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based upon
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons fulfilling the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 4, 2002
/s/ Thomas F. Tatarczuch
- ------------------------
Vice President Finance
(Principal Financial Officer and Principal Accounting Officer)
18