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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 2003
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0 -19703
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Farrel Corporation
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(Exact name of registrant as specified in its charter)
Delaware 22-2689245
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Main Street, Ansonia, Connecticut, 06401
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(Address of principal executive offices) (Zip Code)
(203) 736-5500
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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
---- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
---- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT November 7, 2003
- --------------------------------------------------------------------------------
Common Stock (Voting), $.01 par value 5,235,128
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Farrel Corporation
Index
Page
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Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
September 28, 2003 and December 31, 2002 3
Consolidated Statements of Operations -
Three and nine months ended September 28, 2003
and September 29, 2002 4
Consolidated Statements of Cash Flows -
Nine months ended September 28, 2003
and September 29, 2002 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 17
Item 4 - Controls and Procedures 17
Part II. Other Information 18
-----------------
Signatures 19
Exhibits -
Exhibit 10 - Letter dated November 5, 2003, amending the Standard Corporate
Financial Services contract between First Funding Corporation and
the registrant dated June 17, 1986.
Exhibit 11 - Statement re computation of per share earnings
Exhibit 31.1 - Certification pursuant to section 10A of the Securities and
Exchange Act of 1934, as adopted pursuant to section 302 of
the Sarbanes-Oxley Act of 2002
Exhibit 31.2 - Certification pursuant to section 10A of the Securities and
Exchange Act of 1934, as adopted pursuant to section 302 of
the Sarbanes-Oxley Act of 2002
Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002
2
Part I - Financial Information
FARREL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
September 28, December 31,
2003 2002
------------- ------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 7,764 $ 5,863
Accounts receivable, net of allowance for
doubtful accounts of $88 and $96, respectively 6,925 10,848
Inventory 11,133 10,631
Deferred income taxes 538 538
Other current assets 542 1,170
--------- ---------
Total Current Assets 26,902 29,050
Property, plant and equipment - net of accumulated
depreciation of $17,803 and $17,034, respectively 6,436 7,166
Deferred income taxes 1,361 1,339
Other assets 411 373
--------- ---------
Total Assets $ 35,110 $ 37,928
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 3,735 $ 4,009
Accrued expenses & taxes payable 1,403 2,309
Advances from customers 3,974 4,102
Accrued warranty costs 816 842
Current portion of long - term debt 581 752
--------- ---------
Total Current Liabilities 10,509 12,014
Long-term debt -- 375
Other long term liabilities 26 --
Post-retirement benefit obligation 1,043 1,055
Minimum pension liability 10,535 9,961
Commitments and contingencies -- --
--------- ---------
Total Liabilities 22,113 23,405
--------- ---------
Stockholders' Equity:
Preferred stock, par value $100, 1,000,000
shares authorized, no shares issued -- --
Common stock, par value $.01,
10,000,000 shares authorized,
6,142,106 shares issued 61 61
Paid in capital 19,295 19,295
Treasury stock, 906,978 and 913,645 shares, respectively (2,490) (2,530)
Retained earnings 8,361 9,879
Accumulated other comprehensive loss (12,230) (12,182)
--------- ---------
Total Stockholders' Equity 12,997 14,523
--------- ---------
Total Liabilities and Stockholders' Equity $ 35,110 $ 37,928
========= =========
See Accompanying Notes to Consolidated Financial Statements
3
FARREL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share and share data)
Three Months Ended Nine Months Ended
---------------------------------- ----------------------------------
September 28, September 29, September 28, September 29,
2003 2002 2003 2002
------------- ---------------- -------------- ---------------
(Unaudited) (Unaudited)
Net sales $ 11,325 $ 12,676 $ 35,206 $ 29,696
Cost of sales 8,594 9,235 27,058 22,185
---------- ---------- ---------- ----------
Gross margin 2,731 3,441 8,148 7,511
Operating expenses:
Selling 1,024 1,074 3,425 3,042
General and administrative 1,774 1,607 5,662 5,168
Research and development 188 278 691 808
---------- ---------- ---------- ----------
Total operating expenses 2,986 2,959 9,778 9,018
---------- ---------- ---------- ----------
Operating income (loss) (255) 482 (1,630) (1,507)
Interest income 12 27 43 83
Interest expense, including (26) (24) (89) (77)
amortization of deferred credit
facility costs
Other income (expense), net 234 11 366 196
---------- ---------- ---------- ----------
Income (loss) before income taxes (35) 496 (1,310) (1,305)
Provision (benefit) for income taxes 79 148 (87) (426)
---------- ---------- ---------- ----------
Net income (loss) $ (114) $ 348 $ (1,223) $ (879)
========== ========== ========== ==========
Per share data:
Basic and Diluted earnings (loss) per
common share $ (0.02) $ 0.07 $ (0.23) $ (0.17)
========== ========== ========== ==========
Average shares outstanding:
Basic 5,235,128 5,228,461 5,234,035 5,228,461
========== ========== ========== ==========
Diluted 5,235,128 5,276,863 5,234,035 5,228,461
========== ========== ========== ==========
Dividends per share $ 0.00 $ 0.00 $ 0.05 $ 0.04
========== ========== ========== ==========
See Accompanying Notes to Consolidated Financial Statements
4
FARREL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Nine Months Ended
-------------------------------
September 28, September 29,
2003 2002
------------- -------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (1,223) $ (879)
Adjustments to reconcile net loss to
net cash provided by (used in) operating activities:
Depreciation 959 1,141
Amortization 73 61
(Gain) on sale of property, plant and equipment (363) --
Decrease in accounts receivable 3,995 3,261
Decrease in other current assets 637 195
(Increase) in inventory (82) (3,169)
Decrease in prepaid pension costs 288 74
Increase (decrease) in accounts payable (327) 654
(Decrease) increase in customer advances (597) 3,015
(Decrease) in accrued expenses & taxes (926) (418)
(Decrease) in accrued warranty costs (33) (160)
(Decrease) in post retirement benefit obligation (12) (17)
Other 59 6
-------- --------
Total adjustments 3,671 4,643
-------- --------
Net cash provided by operating activities 2,448 3,764
-------- --------
Cash flows from investing activities:
Proceeds from the sale of property, plant and equipment 417 --
Purchases of property, plant and equipment (177) (117)
-------- --------
Net cash provided by (used in) investing activities 240 (117)
-------- --------
Cash flows from financing activities:
Sale of common stock via stock option exercise 5 --
Dividends paid (261) (209)
Repayment of long-term borrowings (563) (529)
-------- --------
Net cash (used in) financing activities (819) (738)
-------- --------
Effect of foreign currency exchange rate changes on cash 32 (21)
-------- --------
Net increase in cash and cash equivalents 1,901 2,888
Cash and cash equivalents - Beginning of period 5,863 5,579
-------- --------
Cash and cash equivalents - End of period 7,764 $ 8,467
======== ========
Income taxes paid $ 793 $ 50
======== ========
Interest paid $ 42 $ 79
======== ========
See Accompanying Notes to Consolidated Financial Statements
5
Farrel Corporation
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of Presentation
In the opinion of management, the accompanying unaudited consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the U.S. for complete financial statements. In
the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly in accordance with accounting
principles generally accepted in the U.S., the consolidated financial position
of Farrel Corporation ("Farrel" or "the Company") as of September 28, 2003, and
the consolidated results of its operations and its cash flows for the three
and/or nine month periods ended September 28, 2003 and September 29, 2002. These
results are not necessarily indicative of results to be expected for the full
fiscal year. These statements should be read in conjunction with the financial
statements and notes thereto, included in the Company's Annual Report and Form
10-K for the year ended December 31, 2002.
Note 2 - Stock Options
The Company accounts for stock options under Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and
not the fair value method as provided by Statement of Financial Accounting
Standard No. 123 ("Statement No. 123"), Accounting and Disclosure of Stock-Based
Compensation. The Company's Stock Option Plan requires options to be granted at
the market price of the Company's common stock on the date the options are
granted, and as a result, under APB 25 no compensation expense is recognized.
Pro forma information regarding net income (loss) and earnings (loss) per share
is required by Statement No. 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of
Statement No. 123. The fair value for these options was estimated at the date of
grant using the Black-Scholes option pricing model, one of the allowable
valuation models under Statement No. 123. For purposes of pro forma disclosures,
the estimated fair value of the options is amortized to expense over the options
vesting period. The current pro forma net loss will not necessarily be
representative of pro forma net income (loss) in future years.
The Company's pro forma information is as follows:
Three Months Ended Nine Months Ended
------------------------ -----------------------
Sept. 28, Sept. 29, Sept. 28, Sept. 29,
2003 2002 2003 2002
--------- --------- --------- ---------
(In thousands, except per share data)
Net income (loss) $ (114) $ 348 $(1,223) $ (879)
Effect of stock options, net of taxes (4) (4) (12) (11)
------ ----- ------- ------
Pro forma net income (loss) $ (118) $ 344 $(1,235) $ (890)
====== ===== ======= ======
Pro forma income (loss) per share -
basic and diluted $(0.02) $0.07 $ (0.24) $(0.17)
====== ===== ======= ======
6
Note 3 - Inventory
Inventory is comprised of the following:
Sept. 28, December 31,
2003 2002
---------- ------------
(In thousands)
Stock and raw materials..................... $ 5,650 $ 6,733
Work-in process............................. 5,483 3,898
------- -------
Total....................................... $11,133 $10,631
======= =======
Note 4 - Comprehensive Income (Loss)
The components of other comprehensive income (loss) are as follows:
Three Months Ended Nine Months Ended
------------------------- -----------------------
Sept. 28, Sept. 29, Sept. 28, Sept. 29,
2003 2002 2003 2002
--------- --------- --------- ---------
(In thousands)
Net income (loss) $(114) $348 $(1,223) $(879)
Foreign currency translation adjustments 55 211 279 641
----- ---- ------- -----
Other comprehensive income (loss) $ (59) $559 $ (944) $(238)
===== ==== ======= =====
Accumulated other comprehensive income (loss) consists of the
following:
Sept. 28, December 31,
2003 2002
---------- ------------
(In thousands)
Foreign currency translation adjustments.... $ (188) $ (467)
Minimum pension liability................... (12,042) (11,715)
-------- --------
Accumulated other comprehensive loss........ $(12,230) $(12,182)
======== ========
Note 5 - Segment Information
The Company's operations are considered one operating segment. The
Company's products consist of new machines, aftermarket and spare parts and
repair related services. The Company's products and services are sold to
commercial manufacturers in the plastic and rubber industries. The
manufacturing, assembly and distribution of each of the Company's products are
essentially the same.
Note 6 - Impact of Recently Issued Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued
Statements No. 142 (Goodwill and Other Intangible Assets) and No. 143
(Accounting for Asset Retirement Obligations). Statement No. 142 was adopted by
the Company in January 2002 and Statement No. 143 was adopted by the Company in
January 2003. Statement No. 142 changes the accounting for other intangible
assets, such that those assets whose life is determined to be indefinite are not
subject to amortization. These assets and goodwill shall be tested for
impairment at least annually, and the value will need to be written down if the
fair value is less than the carrying value. Statement No. 143 requires that a
liability must be recognized for an asset retirement obligation related to long
lived tangible assets. The liability shall be recorded at fair value. The
adoption of Statements No. 142 and No. 143 did not have a significant effect on
the Company's financial position or results of operations.
In August 2001, the Financial Accounting Standards Board issued
Statement No. 144 (Accounting for the Impairment or Disposals of Long-lived
Assets). Statement No. 144 was adopted by the Company in January 2002. This
statement requires an impairment loss to be recognized if the carrying value of
a long-lived asset (asset group) is not recoverable and exceeds its fair value.
Long-lived
7
assets (asset group) shall be tested for impairment whenever events or changes
in circumstances indicate that its carrying amount may not be recoverable. The
adoption of this statement did not have a significant effect on the Company's
financial position or results of operations.
In December 2002, the Financial Accounting Standards Board ("FASB")
issued Statement No. 148 (Accounting for Stock-Based Compensation - Transition
and Disclosures). Statement No. 148 amends the accounting for stock-based
compensation by providing alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, Statement No. 148 amends the disclosure requirements
to require prominent disclosures in both annual and interim financial statements
of the method of accounting for stock-based employee compensation and the effect
of the method used on reported results. The Company adopted Statement No. 148 in
December 2002. The Company does not anticipate changing to the fair value based
method of accounting for stock-based compensation; therefore, the adoption only
impacted disclosures. In October 2003, the FASB stated that it intends to issue
an exposure draft in 2004 that would outline new accounting rules for stock
based compensation which would require all companies to recognize in their
income statements compensation expense related to stock options.
Note 7 - Foreign Currency Contracts
The Company, from time to time, enters into foreign exchange contracts
for non-trading purposes, exclusively to minimize its exposure to currency
fluctuations on trade receivables, firm commitments and payables. As a result,
changes in the values of foreign currency contracts offset changes in the values
of the underlying assets and liabilities due to changes in foreign exchange
rates, effectively deferring cash gains and losses on trade receivables, firm
commitments and payables and the related hedges until the date the transactions
are settled in cash. The Company is exposed to loss in the event of
nonperformance by the Company's bank, the other party to the foreign exchange
contracts. The Company does not anticipate nonperformance by its bank.
As of September 28, 2003, all of the Company's then existing foreign
exchange forward contracts were designated as fair value hedges. As such, there
were no charges to the statement of operations related to these contracts. At
September 28, 2003, the net difference between the spot rate and the contract
rate for the foreign exchange forwards was an unrealized gain of approximately
$25,000. At September 28, 2003 the Company is committed to provide 1,737,000
EURO's in exchange for British Pound Sterling under forward contracts expiring
thru July 2004.
Note 8 - Bank Credit Arrangements
The Company has a worldwide multi-currency credit facility, as amended,
with a major U.S. bank, which includes a $10 million revolving credit facility
for direct borrowings and letters of credit. The facility contains a sub-limit
that caps the amount of direct borrowings the Company can make at $5 million.
The facility contains limits on direct borrowings and issuances of letters of
credit based upon stipulated percentages of accounts receivable and inventory.
The revolving credit facility expires on June 15, 2004. Interest varies based
upon prevailing market interest rates. The revolving credit facility requires
payment to the bank of a fee equal to 0.375% per annum of the average daily
unused principal under the facility.
This credit facility also includes a term loan which the Company
borrowed in June 2001. The term loan is repayable in monthly principal
installments of (pound)38,888 (approximately $64,000) through June 2004. The
term loan has an interest rate of LIBOR plus 2.7% (3.8% at September 28, 2003).
In addition the Company pays a Mandatory Cost Rate fee on the outstanding
balance which was approximately 2% at September 28, 2003. The proceeds of this
term loan were used to repay an existing term loan. At September 28, 2003, there
was $581,000 outstanding under the term loan.
The credit facility contains certain restrictions on investments,
borrowings and sale of assets. Dividend declarations or payments are allowed
under this credit facility as long as there exists under the credit facility no
Event of Default (as defined in the credit facility) or no condition which upon
given notice or lapse of time or both, would become an Event of Default. The
credit facility, as amended on March 25, 2003, contains covenants specifying
minimum and/or maximum thresholds for operating results, selected financial
ratios and backlog. The backlog covenant requires that end of month backlog will
not be less than $20 million for more than two consecutive months. The Company
did not achieve the backlog
8
covenant as of the end of January and February 2002; however, the bank waived
the non-compliance. The Company's ability to meet the credit facility's
covenants in the future may be affected by events beyond its control, including
prevailing economic, financial and market conditions and there can be no
assurance that the Company will achieve the required thresholds in the future.
In addition to the term loan outstanding under the credit facility, the
facility is primarily utilized for the issuance of letters of credit. The
letters of credit are issued primarily in connection with bids on foreign orders
and to back up the Company's obligations under certain foreign orders for which
it receives customer progress payments. The Company has approximately $2.9
million of letters of credit posted under its credit facility on September 28,
2003.
The current credit facility expires on June 15, 2004. In October the
Company and its bank signed a commitment letter to extend the credit facility to
June 2005 in essentially similar terms. Management anticipates that it will be
able to obtain a firm extension of the existing facility or an adequate
replacement credit facility upon the expiration of the current bank credit
facility; however, there is no assurance that an extension or adequate
replacement facility will be obtained. Assuming the Company, upon the current
facility's expiration, is able to obtain a new credit facility which provides
letter of credit and borrowing availability comparable to the current facility,
management anticipates that the Company's cash balances, operating cash flows
and such new credit facility would be adequate to fund anticipated capital
commitments and working capital requirements for at least the next twelve
months.
Should the Company not be able to extend its current facility upon its
expiration, the Company would be required on June 15, 2004, to repay any
borrowings then outstanding and to replace or secure with cash any then
outstanding letters of credit. As of September 28, 2003, the Company had $7.8
million of cash, a term loan of $581,000 and issuances of letters of credit of
$2.9 million. Due to many factors, including prevailing economic, financial and
market conditions, the Company cannot predict with certainty that it would have
adequate liquidity without a credit facility. Thus, without a credit facility
the possibility exists that the Company could have a shortage of working capital
which could be material and could have a material adverse effect on the
Company's ability to continue as a going concern.
Note 9 - Warranty Obligations and Contingencies
(a) Warranty Obligations:
Equipment sold is generally covered by a warranty of one to three
years. The Company's estimate of costs to service its warranty obligations is
based on historical experience and expectations of future conditions. To the
extent the Company experiences increased warranty claim activity, or increased
costs in servicing those claims, its warranty accrual will increase, resulting
in decreased gross profit.
The change in the warranty reserve was as follows:
Three Months Ended Nine Months Ended
-------------------- ---------------------
Sept. 28, June 30, Sept. 28, Sept. 30,
2003 2002 2003 2002
--------- -------- --------- ---------
(In thousands)
Warranty reserve, beginning of period....... $879 $943 $842 $1,004
Charges to costs & expenses................. 161 (27) 507 200
Foreign currency translation adjustment..... 5 7 14 23
Deductions for actual expenditures.......... (229) (53) (547) (357)
----- ---- ----- ------
Warranty reserve, end of period............. $816 $870 $816 $870
===== ==== ===== ======
(b) Contingencies:
The Company is a defendant in certain lawsuits arising in the ordinary
course of business, primarily related to product liability claims involving
machinery manufactured by the Company or its predecessors. While the outcome of
lawsuits or other proceedings against the Company cannot be predicted with
certainty, the Company does not expect that these matters will have a material
adverse effect on the Company's financial position or results of operations.
9
Note 10 - Income Taxes
The Company provides for income taxes at the statutory rates in effect
in each tax jurisdiction in which income is earned or losses are generated,
adjusted for permanent differences in determining income for financial reporting
and income tax purposes. Approximately $348,000 of deferred tax benefits (of
which $116,000 relates to the quarter ended September 28, 2003) in the nine
month period ended September 28, 2003 related to the Company's U.K. operations
have not been recognized since these deferred tax benefits have been deemed not
to meet the accounting requirements for realization as an asset. As a result,
despite having a pretax loss in the three months ended September 28, 2003, the
Company has a tax provision of $79,000. The effective income tax rate was 30%
for the three month period ended September 29, 2002. The effective income tax
benefit rate was 7% for the nine month period ended September 28, 2003, compared
to 33% for the nine month period ended September 29, 2002. The effective tax
rate also varies among periods due to the change in the proportion and amount of
income and losses generated in different tax jurisdictions.
Note 11 - Related Party Transactions
The Company has modified its arrangement with First Funding
Corporation. Effective July 1, 2003, the monthly service fee paid to First
Funding Corporation was reduced from $31,250 to $28,125, and for the calendar
year 2004 the monthly service fee will be reduced to $10,000 a month.
Note 12 - Reclassifications
Certain amounts in prior year financial statements have been
reclassified to conform with the current year presentation.
10
PART I - ITEM 2 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION & RESULTS OF OPERATIONS
Safe Harbor Statements Under Private Securities Litigation Reform Act of 1995
Certain statements contained in the Company's public documents,
including this report and in particular, this "Management's Discussion and
Analysis of Financial Condition and Results of Operations", may be forward
looking and may be subject to a variety of risks and uncertainties. Various
factors could cause actual results to differ materially from these statements.
These factors include, but are not limited to, pricing pressures from
competitors and/or customers; continued economic and political uncertainty in
certain of the Company's markets; the Company's ability to maintain and increase
gross margin levels; the Company's ability to generate positive cash flow;
changes in business conditions, in general, and, in particular, in the
businesses of the Company's customers and competitors; the Company's access to
adequate financing at competitive rates and other factors which might be
described from time to time in the Company's filings with the Securities and
Exchange Commission.
Results of Operations
Nine Months Ended September 28, 2003 Compared To The Nine Months Ended September
29, 2002
Net sales for the nine month period ended September 28, 2003, were
$35.2 million compared to $29.7 million for the nine month period ended
September 29, 2002, an increase of $5.5 million. The increase is primarily a
result of higher sales of new machines. The timing of the Company's sales,
particularly new machines sales, is highly dependent on when an order is
received, the amount of lead time from receipt of order to delivery and specific
customer requirements. The Company operates in markets that are extremely
competitive with cyclical demand. Many of the Company's customers and markets
operate at less than full capacity and certain remain particularly competitive
and are subject to local economic events.
Orders received for the nine month period ended September 28, 2003,
were $37.9 million compared to $40.7 million for the nine month period ended
September 29, 2002.
The Company's products are primarily supplied to manufacturers and
represent capital commitments for new plants, expansion or modernization. In the
case of major equipment orders, up to 12 months are required to complete the
manufacturing process. Accordingly, revenues reported in the statement of
operations may represent orders received in the current or previous periods
during which time economic conditions in various geographic markets of the world
impact the Company's level of order intake. Many of the Company's traditional
customers and markets are operating with excess capacity thereby reducing the
number of projects for plant expansion and modernization. Certain of the
Company's customers are scaling back operations in the U.S. and parts of Western
Europe. At the same time, customers appear to be seeking opportunities in
countries where they can reduce their product costs. Typically, the Company
faces a more challenging sales environment and significant price competition in
such countries, which negatively impact sales and margins.
The Company is experiencing increased pricing pressures from
competitors in an overall smaller market. Further, the cyclical nature of
industry demand and, therefore, the timing of order intake may effect the
Company's quarterly results of operations. The Company's ability to maintain and
increase net sales, and maintain product margins depends upon a strengthening
and stability in the Company's traditional markets and its ability to control
costs to compete effectively. There can be no assurance that the current level
of orders will continue, that market conditions will not worsen, that the
Company can compete effectively in all markets or that improvements in the
Company's traditional markets will lead to increased orders for the Company's
products.
The level of backlog considered firm by management at September 28,
2003, was $24.4 million compared to $21.3 million at December 31, 2002, and
$30.2 million at September 29, 2002. Backlog at September 28, 2003 is 19% less
than backlog at September 29, 2002. Substantially all the backlog as of
11
September 28, 2003, is scheduled to be shipped within the next 12 months. Such
shipments are subject to various factors, such as customer requests for changes
or manufacturing delays, which could result in shipments being delayed.
Gross margin for the nine month period ended September 28, 2003,
was $8.1 million compared to $7.5 million for the nine month period ended
September 29, 2002, an increase of $0.6 million. The increase in gross margin is
primarily a result of higher sales. The gross margin as a percent of sales for
the nine month period ended September 28, 2003, was 23% compared to 25% for the
nine month period ended September 29, 2002. This decline is due to lower margins
generated on sales of new machines and rebuild service and equipment sales. The
Company has a varied portfolio of products that have different ranges of profit
margins. As a result, sales mix can make the gross margin as a percent of sales
vary between periods. In addition, competitive conditions that exist at the time
a customer order is received impacts the margin earned by the Company.
Operating expenses for the nine month period ended September 28, 2003,
were $9.8 million compared to $9.0 million for the nine month period ended
September 29, 2002, an increase of $0.8 million. This amount includes increased
(i) selling expenses of approximately $0.4 million primarily due to higher
employee compensation and related expenses and trade show expenses, and (ii)
administrative expenses of $0.5 million primarily due to higher pension costs.
Interest income for the nine month period ended September 28, 2003, was
$43,000 compared to $83,000 for the nine month period ended September 29, 2002.
Interest expense for the nine month period ended September 28, 2003,
was $89,000 compared to $77,000 for the nine months ended September 29, 2002.
Other income (expense), net for the nine month period ended
September 28, 2003, was income of $366,000 compared to income of $196,000 for
the nine month period ended September 29, 2002. Other income for the period
ended September 28, 2003 includes gains on the sale of fixed assets of $363,000.
Other income for the period ended September 29, 2002 includes approximately
$167,000 received by the Company as a result of the demutualization of an
insurance provider used by the Company.
The Company provides for income taxes at the statutory rates in effect
in each tax jurisdiction in which income is earned or losses are generated,
adjusted for permanent differences in determining income for financial reporting
and income tax purposes. The effective income tax benefit rate was 7% for the
nine month period ended September 28, 2003, compared to an effective income tax
benefit rate of 33% for the nine month period ended September 29, 2002. The
effective tax rate varies among periods due to the change in the proportion and
amount of income and losses generated in different tax jurisdictions. In
addition, $348,000 of deferred tax benefits in the nine month period ended
September 28, 2003 related to the Company's U.K. operations have not been
recognized since these deferred tax benefits have been deemed not to meet the
accounting requirements for realization as an asset.
Three Months Ended September 28, 2003 Compared to The Three Months Ended
September 29, 2002
Net sales for the three months ended September 28, 2003, were $11.3
million compared to $12.7 million for the three month period ended September 29,
2002, an increase of $1.4 million. The decrease is primarily a result of lower
sales of rebuild services and equipment.
Orders received for the three month period ended September 28, 2003,
were $12.3 million compared to $11.3 million for the three month period ended
September 29, 2002.
The Company's sales, orders and backlog levels varied when comparing
the two quarters due to market conditions and the nature of the industry in
which the Company operates as more fully discussed in the results of operations
for the nine month period on page 11.
Gross margin for the three month period ended September 28, 2003, was
$2.7 million compared to $3.4 million for the three month period ended September
29, 2002, a decrease of $0.7 million. The
12
decrease in gross margin is primarily a result of lower sales and lower margins
generated on sales. The gross margin as a percent of sales for the three month
period ended September 28, 2003, was 24% compared to 27% for the three month
period ended September 29, 2002. The decrease in the gross margin as a percent
of sales is primarily due to lower margins generated on sales of new machines
and sales of repair equipment and services. The Company has a varied portfolio
of products that have different ranges of profit margins. As a result, sales mix
can make the gross margin as a percent of sales vary between periods. In
addition, competitive conditions that exist at the time a customer order is
received impacts the margin earned by the Company.
Operating expenses for the three month period ended September 28, 2003,
were $3.0 million compared to $3.0 million for the three month period ended
September 29, 2002. The amount for 2003 includes increased administrative
expenses of $0.2 million primarily due to higher pension costs partially offset
by lower employee compensation and related expenses related to research and
development.
Interest income for the three month period ended September 28, 2003,
was $12,000 compared to $27,000 for the three month period ended September 29,
2002, a decrease of $15,000.
Interest expense for the three month periods ended September 28, 2003,
was $26,000 compared to $24,000 for the three month period ended September 28,
2002, an increase of $2,000.
Other income, net for the three month period ended September 28,
2003, was $234,000 compared to other income, net of $11,000 for the three month
period ended September 29, 2002. Other income for the period ended September 28,
2003 includes a gain on the sale of property of $196,000.
The Company provides for income taxes at the statutory rates in effect
in each tax jurisdiction in which income is earned or losses are generated,
adjusted for permanent differences in determining income for financial reporting
and income tax purposes. Approximately $116,000 of deferred tax benefits in the
three month period ended September 28, 2003, related to the Company's U.K.
operations have not been recognized since these deferred tax benefits have been
deemed not to meet the accounting requirements for realization as an asset. As a
result, despite having a pretax loss in the three months ended September 28,
2003, the Company has a tax provision of $79,000.The effective income tax
benefit rate was 30% for the three month period ended September 29, 2002. The
effective tax rate also varies among periods due to the change in the proportion
and amount of income and losses generated in different tax jurisdictions.
Material Contingencies
Pursuant to a settlement agreement entered into in 1995 between
the Company and Black & Decker Corporation ("Black & Decker"), Black & Decker
agreed to assume full responsibility for the investigation and remediation of
any pre-May 12, 1986 environmental contamination at the Company's Ansonia and
former Derby, Connecticut facilities, as required by the Connecticut Department
of Environmental Protection ("DEP"). Black & Decker has conducted a preliminary
environmental assessment of the facilities, has undertaken certain remedial
actions and has proposed certain additional remedial actions. On the basis of
the preliminary data now available there is no reason to believe that any
activities which might be required as a result of the findings of the assessment
will have a material effect upon the capital expenditures, results of
operations, financial position or the competitive position of the Company.
Liquidity and Capital Resources; Capital Expenditures
Working capital and the working capital ratio at September 28, 2003
were $16.4 million and 2.6 to 1, respectively, compared to $17.0 million and 2.4
to 1 at December 31, 2002, respectively. During the nine months ended September
28, 2003, the Company declared a dividend of $0.05 per share that was paid on
April 25, 2003 to shareholders of record as of April 11, 2003.
Due to the nature of the Company's business, many sales are of a large
dollar amount. Consequently, the timing of recording such sales may cause the
balances in accounts receivable and/or inventory to fluctuate dramatically
between quarters and may result in significant fluctuations in cash
13
provided by operations. Historically, the Company has not experienced
significant problems regarding the collection of accounts receivable. The
Company also generally has financed its operations with cash generated by
operations, progress payments from customers and borrowings under its bank
credit facilities. The Company made capital expenditures of $0.2 and $0.1 during
the nine month periods ended September 28, 2003 and September 29, 2002,
respectively.
The Company has a worldwide multi-currency credit facility, as amended,
with a major U.S. bank, which includes a $10 million revolving credit facility
for direct borrowings and letters of credit. The facility contains a sub-limit
that caps the amount of direct borrowings the Company can make at $5 million.
The facility contains limits on direct borrowings and issuances of letters of
credit based upon stipulated percentages of accounts receivable and inventory.
The revolving credit facility expires on June 15, 2004. Interest varies based
upon prevailing market interest rates. The revolving credit facility requires
payment to the bank of a fee equal to 0.375% per annum of the average daily
unused principal under the facility.
This credit facility also includes a term loan which the Company
borrowed in June 2001. The term loan is repayable in monthly principal
installments of (pound)38,888 (approximately $64,000) through June 2004. The
term loan has an interest rate of LIBOR plus 2.7% (3.8% at September 28, 2003).
In addition the Company pays a Mandatory Cost Rate fee on the outstanding
balance which was approximately 2% at September 28, 2003. The proceeds of this
term loan were used to repay an existing term loan. At September 28, 2003, there
was $581,000 outstanding under the term loan.
The credit facility contains certain restrictions on investments,
borrowings and sale of assets. Dividend declarations or payments are allowed
under this credit facility as long as there exists under the credit facility no
Event of Default (as defined in the credit facility) or no condition which upon
given notice or lapse of time or both, would become an Event of Default. The
credit facility, as amended on March 25, 2003, contains covenants specifying
minimum and/or maximum thresholds for operating results, selected financial
ratios and backlog. The backlog covenant requires that end of month backlog will
not be less than $20 million for more than two consecutive months. The Company
did not achieve the backlog covenant as of the end of January and February 2002;
however, the bank waived the non-compliance. The Company's ability to meet the
credit facility's covenants in the future may be affected by events beyond its
control, including prevailing economic, financial and market conditions and
there can be no assurance that the Company will achieve the required thresholds
in the future.
In addition to the term loan outstanding under the credit facility, the
facility is primarily utilized for the issuance of letters of credit. The
letters of credit are issued primarily in connection with bids on foreign orders
and to back up the Company's obligations under certain foreign orders for which
it receives customer progress payments. The Company has approximately $2.9
million of letters of credit posted under its credit facility on September 28,
2003.
The current credit facility expires on June 15, 2004. In October the
Company and its bank signed a commitment letter to extend the credit facility to
June 2005 in essentially similar terms. Management anticipates that it will be
able to obtain a firm extension of the existing facility or an adequate
replacement credit facility upon the expiration of the current bank credit
facility; however, there is no assurance that an extension or adequate
replacement facility will be obtained. Assuming the Company, upon the current
facilities expiration, is able to obtain a new credit facility which provides
letter of credit and borrowing availability comparable to the current facility,
management anticipates that the Company's cash balances, operating cash flows
and such new credit facility would be adequate to fund anticipated capital
commitments and working capital requirements for at least the next twelve
months.
Should the Company not be able to extend its current facility upon its
expiration, the Company would be required on June 15, 2004, to repay any
borrowings then outstanding and to replace or secure with cash any then
outstanding letters of credit. As of September 28, 2003, the Company had $7.8
million of cash, a term loan of $581,000 and issuances of letters of credit of
$2.9 million. Due to many factors, including prevailing economic, financial and
market conditions, the Company cannot predict with certainty that it would have
adequate liquidity without a credit facility. Thus, without a credit facility
the possibility exists that the Company could have a shortage of working
capital, which could be material and could have a material adverse effect on the
Company's ability to continue as a going concern.
14
In fiscal 2000, new minimum funding guidelines for pension plans became
effective in the U.K. which are significantly different than the prior
guidelines. Based upon the new guidelines the Company is required to make
significant cash contributions to the Company's U.K. pension plan. Prior to
2000, the Company was not required to make substantial contributions to the U.K.
pension plans. In fiscal 2002, 2001 and 2000, the Company contributed
approximately $723,000, $799,000 and $946,000, respectively, to the U.K. pension
plan.
For the years ended December 31, 2002, 2001 and 2000, the assets of the
plan generated a negative return (lost value) of $2.2 million, $2.4 million and
$0.6 million, respectively. The majority of 2002 loss was incurred in June 2002
as a result of the decline in the stock market. As described in the Financial
Position section that follows, these losses have contributed to a substantial
reduction in the Company's stockholders' equity. At September 28, 2003, total
assets in the plan were approximately $22 million, which significantly exceed
the historical benefits paid for the past few years. The trustees of the plan
moved the plan assets out of equities in July 2002. After reviewing the
long-term investment strategy of the plan, the trustees began investing a
portion of the assets in equities in May 2003. As of September 28, 2003, the
assets of the plan consisted of corporate and government bonds, equities and
cash. In addition, in January 2002, the U.K. subsidiary officially informed the
plan trustees that effective the end of the first quarter of 2002, the U.K.
employees would no longer accrue additional benefits under this pension plan for
future service. Beginning in 2002, the U.K. subsidiary, as required under U.K.
law, offered a defined contribution plan to its employees.
In July 2002, the Company, the plan trustees and the plan's actuary
began discussing the appropriate means of ensuring the long term funding of the
plan, including among other things an assessment of the U.K. subsidiary's
business prospects and cash position, the securitization of the U.K.
subsidiary's assets, a parent company guarantee, increasing contributions to the
plan, or other assurances, in order to avoid a determination by the actuary that
the trustees should wind up the plan. Under the rules of the plan, the trustees
are to wind up the plan if they receive actuarial advice that the actual and
expected Company contributions are so low as to prejudice seriously the
long-term financial position of the plan. On a wind up basis the amount of
underfunding of the plan is computed differently than, and would be
substantially greater than, the amount reflected in the financial statements.
Additionally, on a wind up basis, the underfunding must be paid down within a
short time period. In February 2003, the Company, the plan trustees and the
plan's actuary agreed upon an increased contribution schedule which provides for
the Company to contribute (pound)50,600 (approximately $83,000) a month to the
plan plus the costs of administering the plan, which are estimated to be
$100,000 annually. The contribution schedule was based on an April 2002
actuarial computation and must be reviewed for adequacy by the actuary at least
annually or, if deemed necessary by the actuary, on a more periodic basis.
Financial Position
The Accumulated Other Comprehensive Loss section of stockholders'
equity reflects a cumulative charge of $12 million related to the Company's
pension plans. This cumulative charge was required in order to reflect a minimum
pension liability on the balance sheet for the pension plans. Of this amount,
$11 million relates to the Company's U.K. pension plan. The U.K. plan
experienced a significant decline in the value of its assets during 2002 and
2001. In addition, in December 2002, revised mortality tables were used in the
determination of the pension liability for accounting in order to reflect
updated mortality data. The change in the mortality tables along with the
declines in the value of the pension assets, were the primary reasons for the
cumulative charge to stockholders' equity for the U.K. plan.
Impact of Recently Issued Accounting Standards
In June 2001, the Financial Accounting Standards Board issued
statements No. 142 (Goodwill and Other Intangible Assets) and No. 143
(Accounting for Asset Retirement Obligations). Statement No. 142 was adopted by
the Company in January 2002 and statement No. 143 was adopted by the Company in
January 2003. Statement No. 142 changes the accounting for other intangible
assets, such that those assets whose life is determined to be indefinite are not
subject to amortization. These assets and goodwill shall be tested for
impairment at least annually, and the value will need to be written down if the
fair value is less than the carrying value. Statement No. 143 requires that a
liability must be recognized for an asset retirement obligation related to long
lived tangible assets. The liability shall be recorded at
15
fair value. The adoption of Statements No. 142 and No. 143 did not have a
significant effect on the Company's financial position or results of operations.
In August 2001, the Financial Accounting Standards Board issued
statement No. 144 (Accounting for the Impairment or Disposals of Long-lived
Assets). Statement No. 144 was adopted by the Company in January 2002. This
statement requires an impairment loss to be recognized if the carrying value of
a long-lived asset (asset group) is not recoverable and exceeds its fair value.
Long-lived assets (asset group) shall be tested for impairment whenever events
or changes in circumstances indicate that its carrying amount may not be
recoverable. The adoption of this statement did not have a significant effect on
the Company's financial position or results of operations.
In December 2002, the Financial Accounting Standards Board issued
Statement No. 148 (Accounting for Stock-Based Compensation - Transition and
Disclosures). Statement No. 148 amends the accounting for stock-based
compensation by providing alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, Statement No. 148 amends the disclosure requirements
to require prominent disclosures in both annual and interim financial statements
of the method of accounting for stock-based employee compensation and the effect
of the method used on reported results. The Company adopted Statement No. 148 in
December 2002. The Company does not anticipate changing to the fair value based
method of accounting for stock-based compensation; therefore, the adoption only
impacted disclosures. In October 2003, the FASB stated that it intends to issue
an exposure draft in 2004 that would outline new accounting rules for stock
based compensation which would require all companies to recognize in their
income statements compensation expense related to stock options.
16
Part 1 - Item 3 - Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from changes in foreign currency
and interest rates. The Company manufactures many of its products and components
in the United Kingdom and purchases many components in foreign markets.
Approximately 50% of the Company's revenue is generated from foreign markets.
The Company manages its risk to foreign currency rate changes by maintaining
foreign currency bank accounts in currencies in which it regularly transacts
business and the use of foreign exchange forward contracts. The Company does not
enter into derivative contracts for trading or speculative purposes.
The Company's cash equivalents and short-term investments and its
outstanding debt bear variable interest rates. The rates are adjusted to market
conditions. Changes in the market rate effects interest earned and paid by the
Company. The Company does not use derivative instruments to offset the exposure
to changes in interest rates. Changes in the interest rates related to these
items are not expected to have a material impact on the Company's results of
operations.
Part 1 - Item 4 - Controls and Procedures
The Company's management, with the participation of the CEO and CFO,
have evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of September 28, 2003. Based on that
evaluation, the Company's management, including the CEO and CFO, concluded that
the Company's disclosure controls and procedures were effective as of September
28, 2003. Additionally during the past quarter, there have been no changes in
the Company's internal controls over financial reporting that have materially
affected, or would be reasonably likely to materially affect, the Company's
internal control over financial reporting.
17
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS None
ITEM 2 - CHANGES IN SECURITIES N/A
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES N/A
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS N/A
ITEM 5 - OTHER INFORMATION N/A
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 10 Letter dated November 5, 2003, amending the Standard Corporate
Financial Services contract between First Funding Corporation
and the registrant dated June 17, 1986. Attached
Exhibit 11 (Regulation S-K) Computation of Earnings Per Share. Attached
Exhibit 31.1 Certification pursuant to section 10A of the Securities and
Exchange Act of 1934, as adopted pursuant to section 302 of
the Sarbanes-Oxley Act of 2002 Attached
Exhibit 31.2 Certification pursuant to section 10A of the Securities and
Exchange Act of 1934, as adopted pursuant to section 302 of
the Sarbanes-Oxley Act of 2002 Attached
Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 Attached
Exhibit 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 Attached
b) Reports on Form 8-K:
Form 8-K dated August 11, 2003 - Item 12. Disclosure of Results of
Operations and Financial Condition - Press release setting forth certain
financial data related to the Company's half-year and second quarter 2003
financial results.
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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.
FARREL CORPORATION
------------------
REGISTRANT
DATE: 11/11/03 /s/Rolf K. Liebergesell
------------------------- ------------------------------------------
ROLF K. LIEBERGESELL
CHIEF EXECUTIVE OFFICER,
PRESIDENT AND CHAIRMAN OF THE BOARD
DATE: 11/11/03 /s/Walter C. Lazarcheck
------------------------- ------------------------------------------
WALTER C. LAZARCHECK
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(CHIEF ACCOUNTING OFFICER)
19