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 30, 2001
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 1-5356
PENN ENGINEERING & MANUFACTURING CORP.
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(Exact name of registrant as specified in its charter)
Delaware 23-0951065
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5190 Old Easton Highway, P.O. Box 1000, Danboro, Pennsylvania 18916
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(Address of principal executive offices) (Zip Code)
(215)-766-8853
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all documents and
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date: 3,350,164 shares of Class A
common stock, $.01 par value, and 13,964,795 shares of common stock, $.01 par
value, outstanding on November 8, 2001.
1
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
----------------------------
PENN ENGINEERING & MANUFACTURING CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
------
(UNAUDITED)
SEPTEMBER 30, 2001 DECEMBER 31, 2000
------------------ -----------------
CURRENT ASSETS
Cash and cash equivalents $ 9,120 $ 3,550
Short-term investments 777 3,064
Accounts receivable-net 31,839 43,039
Inventories 59,992 46,847
Other current assets 2,728 5,139
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Total current assets 104,456 101,639
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PROPERTY
Property, plant & equipment 170,793 153,811
Less accumulated depreciation 75,389 69,524
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Property - net 95,404 84,287
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GOODWILL, NET 26,505 20,570
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OTHER ASSETS 3,000 3,500
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TOTAL $229,365 $209,996
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LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable-trade $ 4,884 $ 10,612
Bank debt 18,159 2,783
Dividends payable 1,383 0
Accrued expenses:
Pension & profit sharing 5,668 3,106
Payroll & commissions 2,415 4,712
Other 1,277 1,890
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Total current liabilities 33,786 23,103
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ACCRUED PENSION COST 5,965 5,965
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DEFERRED INCOME TAXES 4,644 4,640
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STOCKHOLDERS' EQUITY
Common stock 147 146
Class A common stock 35 35
Additional paid-in capital 38,852 37,646
Retained earnings 153,247 145,339
Accumulated other comprehensive income (1,875) (1,442)
Treasury stock (5,436) (5,436)
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Total stockholders' equity 184,970 176,288
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TOTAL $229,365 $209,996
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SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2
PENN ENGINEERING & MANUFACTURING CORP.
STATEMENTS OF CONDENSED CONSOLIDATED INCOME
(Unaudited)
(Dollars in thousands except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
SEPTEMBER 30, 2001 SEPTEMBER 30, 2000 SEPTEMBER 30, 2001 SEPTEMBER 30, 2000
------------------ ------------------ ------------------ ------------------
NET SALES $36,616 $66,551 $156,822 $196,339
COST OF PRODUCTS SOLD 25,511 42,432 105,303 128,630
------- ------- -------- --------
GROSS PROFIT 11,105 24,119 51,519 67,709
SELLING EXPENSES 4,967 7,460 16,321 21,032
GENERAL AND ADMINISTRATIVE EXPENSES 5,000 5,929 17,737 17,765
------- ------- -------- --------
OPERATING INCOME 1,138 10,730 17,461 28,912
------- ------- -------- --------
OTHER INCOME (EXPENSE):
Interest income 46 100 245 379
Interest expense (269) (56) (790) (686)
Other, net (296) (292) 344 81
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TOTAL OTHER INCOME (EXPENSE) (519) (248) (201) (226)
------- ------- -------- --------
INCOME BEFORE INCOME TAXES 619 10,482 17,260 28,686
PROVISION FOR INCOME TAXES (200) 3,004 5,208 9,332
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NET INCOME $ 819 $ 7,478 $ 12,052 $ 19,354
======= ======= ======== ========
PER SHARE DATA:
Basic earnings $ 0.05 $ 0.44 $ 0.70 $ 1.13
======= ======= ======== ========
Diluted earnings $ 0.05 $ 0.43 $ 0.68 $ 1.11
======= ======= ======== ========
Cash dividends declared $ 0.08 $ 0.07 $ 0.24 $ 0.19
======= ======= ======== ========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
PENN ENGINEERING & MANUFACTURING CORP.
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
(Unaudited)
(Dollars in thousands)
NINE MONTHS ENDED
-----------------
SEPTEMBER 30, 2001 SEPTEMBER 30, 2000
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 12,052 $ 19,354
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 7,567 7,004
Amortization 1,001 795
Deferred income taxes 4 192
Foreign currency transaction losses 679
Loss on disposal of property 155 34
Changes in assets and liabilities:
Decrease (increase) in receivables 11,230 (7,946)
(Increase) decrease in inventories (12,896) 2,958
Decrease (increase) in prepaid expenses 2,578 (4,446)
Decrease in other assets 500 150
(Decrease) increase in accounts payable (6,195) 2,061
(Decrease) increase in accrued expenses (585) 9,172
Decrease in accrued pension cost 0 (992)
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Net cash provided by operating activities 16,090 28,336
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CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (10,179) (10,167)
Acquisitions of businesses (net of cash) (16,707) (1,791)
Proceeds from disposal of held-to-maturity investments 2,296 6,118
Proceeds from disposal of property 242 144
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Net cash used in investing activities (24,348) (5,696)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings (repayments) 15,377 (4,083)
Net long-term repayments 0 (15,653)
Dividends paid (2,760) (2,056)
Issuance of common stock 1,206 400
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Net cash provided by (used in) financing activities 13,823 (21,392)
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Effect of exchange rate changes on cash 5 (207)
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Net increase in cash and cash equivalents 5,570 1,041
Cash and cash equivalents at beginning of year 3,550 4,231
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Cash and cash equivalents at end of period $ 9,120 $ 5,272
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SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
PENN ENGINEERING & MANUFACTURING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
NOTE 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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The accompanying interim financial statements should be read in conjunction
with the annual financial statements and notes thereto included in the Company's
Annual Report for the year ended December 31, 2000. The information contained in
this report is unaudited and subject to year-end audit and adjustment. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) have been made which are necessary for a fair presentation of the
Company's consolidated financial position at September 30, 2001 and 2000 and the
consolidated statements of income and cash flows for the nine-month periods then
ended. The results of operations for the three and nine months ended September
30, 2001 are not necessarily indicative of the results of operations to be
expected for the year ending December 31, 2001.
NOTE 2. INVENTORIES
-------------------
Substantially all of the Company's domestic fastener inventories are priced
on the lower of last-in, first-out (LIFO) cost or market method. The remainder
of the inventories are priced on the first-in, first-out (FIFO) method, at the
lower of cost or market.
Inventories are as follows: (dollars in thousands)
(UNAUDITED)
SEPTEMBER 30, 2001 DECEMBER 31, 2000
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Raw material $ 6,241 $ 6,157
Tooling 4,250 4,145
Work-in-process 10,921 12,828
Finished goods 38,580 23,717
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TOTAL $59,992 $46,847
======= =======
If the FIFO method of inventory valuation had been used by the Company for
all inventories, inventories would have been $11,147,000 and $10,322,000 higher
than reported at September 30, 2001 and December 31, 2000, respectively, and net
income would have been $576,000 and $635,000 higher than reported for the nine
months ended September 30, 2001 and 2000, respectively. Other assets consist of
long-term tooling inventory totaling $3,000,000 and $3,500,000 at September 30,
2001 and December 31, 2000, respectively.
NOTE 3. BANK DEBT
-----------------
As of September 30, 2001, the Company has three unsecured line-of-credit
facilities available. All lines-of-credit bear interest at interest rate options
provided in the facilities. The first line-of-credit facility permits maximum
borrowings of $15,000,000, due on demand. At September 30, 2001, $8,580,000,
bearing interest at 3.13%, was outstanding on this facility. The availability of
funds under this facility is periodically reviewed by the bank. The second
line-of-credit facility permits borrowings of up to $10,000,000 and expires on
November 30, 2001 unless extended by the bank. At September 30, 2001,
$1,508,000, bearing interest at 3.13%, was outstanding on this facility. In
addition to the above short-term lines of credit, the Company has an unsecured
line of credit with a bank that permits borrowings of up to $30,000,000 to
finance acquisitions. At September 30, 2001, $721,000, bearing interest at
5.3295%, was outstanding on this facility and has been classified as short-term
debt. The acquisition line of credit requires the Company to comply with certain
financial covenants. At September 30, 2001 the Company was in compliance with
all financial covenants. The Company also has two commercial loans outstanding
as of September 30, 2001 for a total amount of $7,350,000. As of September 30,
2001, the loans are classified as short-term debt since it is the Company's
intention to liquidate this debt within one year. The interest rate on both
loans is 5.45%.
5
PENN ENGINEERING & MANUFACTURING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
NOTE 4. COMPREHENSIVE INCOME
----------------------------
Total comprehensive income amounted to $2,623,000 and $7,429,000 for the
three months ended September 30, 2001 and 2000, respectively and $11,619,000 and
$19,049,000 for the nine months ended September 30, 2001 and 2000, respectively.
NOTE 5. USE OF ESTIMATES
------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 6. SEGMENT INFORMATION
---------------------------
Effective January 1, 2001, the Company reorganized its operations and
implemented a new internal reporting system. As a result of this reorganization,
the Company has subdivided what was previously called the fasteners segment into
two reportable segments - fasteners (which includes the results of PEM Fastening
Systems and Atlas Engineering) and distribution (which includes the results of
the Arconix Group). There is no change in the motor segment (which includes the
results of Pittman). Due to the nature of this change, it is impracticable to
restate prior years segment data in a manner consistent with current year data.
Segment data reported in a manner consistent with prior years is as follows:
(Dollars in Thousands)
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, 2001 SEPTEMBER 30, 2000
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FASTENERS MOTORS FASTENERS MOTORS
--------- ------ --------- ------
Revenues from external customers $28,586 $8,030 $55,782 $10,769
Operating profit 775 363 9,231 1,499
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2001 SEPTEMBER 30, 2000
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FASTENERS MOTORS FASTENERS MOTORS
--------- ------ --------- ------
Revenues from external customers $129,820 $27,002 $164,539 $31,800
Operating profit 16,489 972 25,110 3,802
Segment data reported under the new method of internal reporting is as follows:
(Dollars in Thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2001 SEPTEMBER 30, 2001
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FASTENERS DISTRIBUTION MOTORS FASTENERS DISTRIBUTION MOTORS
--------- ------------ ------ --------- ------------ ------
Revenues from external customers $20,999 $7,587 $8,030 $101,354 $28,466 $27,002
Intersegment revenues 4,192 21,113
Operating profit (loss) (1,068) 1,470 363 17,060 2,116 972
6
PENN ENGINEERING & MANUFACTURING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
A reconciliation of combined operating profit for the reportable segments to
consolidated income before income taxes is as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
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2001 2000 2001 2000
---- ---- ---- ----
Total profit for reportable segments $ 765 $10,730 $20,148 $28,912
Unallocated corporate income (expense) 373 (2,687)
Other income (expense) (519) (248) (201) (226)
------- ------- ------- -------
Income before income taxes $ 619 $10,482 $17,260 $28,686
====== ======= ======= =======
NOTE 7. EARNINGS PER SHARE DATA
-------------------------------
The following table sets forth the computation of basic and diluted
earnings per share for the periods indicated. All share and per share amounts
have been adjusted to account for the two-for-one stock split in the form of a
100% stock dividend that was issued on May 1, 2001.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------ ------------------
2001 2000 2001 2000
---- ---- ---- ----
(In Thousands, except per share data)
Basic:
Net income $ 819 $ 7,478 $12,052 $19,354
Average shares outstanding 17,286 17,156 17,253 17,142
------- ------- ------- -------
Basic EPS $ 0.05 $ 0.44 $ 0.70 $ 1.13
======= ======= ======= =======
Diluted:
Net income $ 819 $ 7,478 $12,052 $19,354
======= ======= ======= =======
Average shares outstanding 17,286 17,156 17,253 17,142
Net effect of dilutive stock options-
based on treasury stock method 329 352 418 223
------- ------- ------- -------
Totals 17,615 17,508 17,671 17,365
======= ======= ======= =======
Diluted EPS $ 0.05 $ 0.43 $ 0.68 $ 1.11
======= ======= ======= =======
NOTE 8. RECLASSIFICATIONS
-------------------------
Certain reclassifications have been made to prior year amounts and balances
to conform with the 2001 presentation.
7
PENN ENGINEERING & MANUFACTURING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
NOTE 9. RECENT ACCOUNTING DEVELOPMENTS
--------------------------------------
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No, 141, "Business Combinations", and No. 142,
"Goodwill and other Intangible Assets", effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests in accordance with the Statements. Other intangible
assets will continue to be amortized over their useful lives.
The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statement is expected to result in an increase
in net income of $960,000 ($0.05 per share) per year. The Company will perform
the first of the required impairment tests of goodwill as of January 1, 2002 and
has not yet determined what the effect of these tests will be on the earnings
and financial position of the Company.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
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PENN ENGINEERING & MANUFACTURING CORP.
SEPTEMBER 30, 2001
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 2001 VS. QUARTER ENDED SEPTEMBER 30, 2000
---------------------------------------------------------------------
Consolidated net sales for the quarter ended September 30, 2001 were $36.6
million, versus $66.6 million for the quarter ended September 30, 2000, a 45.0%
decrease. Net sales to customers outside the United States for the quarter ended
September 30, 2001 were $11.1 million, versus $16.5 million for the quarter
ended September 30, 2000, a 32.7% decrease. Net sales for the fastener and
distribution operations for the quarter ended September 30, 2001 were $28.6
million, versus $55.8 million for the quarter ended September 30, 2000, a 48.7%
decrease. Motor net sales were $8.0 million for the quarter ended September 30,
2001, versus $10.8 million recorded for the quarter ended September 30, 2000, a
25.9% decrease.
Within the fastener and distribution operations, sales volume decreased
approximately 50.0% in the third quarter of 2001 compared to the third quarter
of 2000. The number of fastener units sold within North America decreased
approximately 58.5% in the third quarter of 2001 compared to the third quarter
of 2000. The number of fastener units sold into Europe decreased approximately
26.0% in the third quarter of 2001 compared to the third quarter of 2000, while
the number of fastener units sold into the Asia-Pacific region decreased
approximately 33.1% during the same period. The Company continues to be impacted
by the effect of the economic downturn that began early in the year in the PC,
telecommunications, server, and electronics markets, which together constitute
approximately 77% of the Company's sales volume. The downturn appears to be
spreading to our foreign markets as well as our domestic markets. Within the
motor division the number of motors sold decreased 17.4% in the third quarter of
2001 compared to the third quarter of 2000 while the average selling price also
decreased 9.7%. Downturns in the semiconductor and the data storage industries
accounted for a majority of this decrease.
Consolidated gross profit for the third quarter of 2001 was $11.1 million,
versus $24.1 million for the third quarter of 2000, a decrease of 53.9%.
Fastener and distribution gross profit decreased 56.8% in the third quarter of
2001 compared to the third quarter of 2000 while motor gross profit decreased
37.5%. Both segments were affected by lower sales volume and decreased capacity
utilization. The Company has begun to implement cost saving measures - the
Fastening division will close its Suffolk, Virginia manufacturing facility
effective December 9, 2001 while its Willimantic, Connecticut facility was
closed and disposed of in July 2001. Employee reductions in both the fastener
and motor divisions have also been made to balance Company resources with
current economic conditions and future business requirements. These actions are
expected to result in one-time costs of approximately $1.0 million in the fourth
quarter of 2001.
Consolidated selling, general, and administrative expenses ("SG&A") for the
third quarter of 2001 were $10.0 million, versus $13.4 million for the third
quarter of 2000. Commission expense decreased 48.7% from the third quarter of
2000 to the third quarter of 2001 due to the reduced sales volume.
Consolidated net income for the third quarter of 2001 was $0.8 million,
versus $7.5 million for the third quarter of 2000. The Company benefited from
tax refunds due to foreign tax credits from prior years as well as a reduced
effective tax rate from foreign sales tax planning.
9
PENN ENGINEERING & MANUFACTURING CORP.
SEPTEMBER 30, 2001
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2001 VS. NINE MONTHS ENDED SEPTEMBER 30, 2000
-----------------------------------------------------------------------------
Consolidated net sales for the nine months ended September 30, 2001 were
$156.8 million, versus $196.3 million for the nine months ended September 30,
2000, a 20.1% decrease. Net sales to customers outside the United States for the
nine months ended September 30, 2001 were $44.1 million, versus $49.4 million
for the nine months ended September 30, 2000, a 10.7% decrease. Net sales for
the fastener and distribution operations for the nine months ended September 30,
2001 were $129.8 million, versus $164.5 million for the nine months ended
September 30, 2000, a 21.1% decrease. Motor sales were $27.0 million for the
nine months ended September 30, 2001, versus $31.8 million for the nine months
ended September 30, 2000, a 15.1% decrease.
Within the fastener and distribution operations, sales volume decreased
21.8% from the first nine months of 2000 to the first nine months of 2001. Price
increases averaging 3.2% were put into effect in the fourth quarter of 2000;
however, the full effect of these increases was mitigated by currency
fluctuations in Europe. The number of fastener units sold within North America
decreased approximately 28.0% in the first nine months of 2001 compared to the
first nine months of 2000 due to the economic slowdown in the PC,
telecommunications, server, and electronics markets which began early in the
year. The number of fastener units sold into Europe increased less than 1% in
the first nine months of 2001 compared to the first nine months of 2000 as the
European economy remained steady through the first half of 2001. The number of
fastener units sold into the Asia-Pacific region decreased approximately 26.3%
in the first nine months of 2001 compared to the first nine months of 2000 as
electronics production has fallen off sharply in that region as a result of the
slowdown in the computer market. The number of motors sold decreased 12.0% in
the first nine months of 2001 compared to the first nine months of 2000 and the
average selling price decreased 3.5% during the same period.
Consolidated gross profit for the first nine months of 2001 was $51.5
million, versus $67.7 million for the first nine months of 2000, a 23.9%
decrease. Fastener and distribution gross profit decreased 23.3% in the first
nine months of 2001 compared to the first nine months of 2000 while motor gross
profit decreased 27.3% during the same period. Both segments continue to be
affected by decreasing volume requirements while much of the Company's cost
savings measures will not be fully realized until the first quarter of 2002.
Consolidated SG&A expenses for the first nine months of 2001 were $34.1
million (21.7% of net sales), versus $38.8 million (19.8% of net sales) for the
first nine months of 2000. The Company is attempting to adjust its SG&A spending
level to the reduced sales demands through staff reductions and tighter control
over spending.
Consolidated net income for the first nine months of 2001 was $12.1
million, versus $19.4 million for the first nine months of 2000. The Company
incurred $790,000 of interest expense in the first nine months of 2001 related
to loans outstanding to finance acquisitions and benefited from a lower
effective tax rate in 2001 due to foreign tax credits from prior years.
10
PENN ENGINEERING & MANUFACTURING CORP.
SEPTEMBER 30, 2001
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Net cash provided by operations totaled $16.1 million for the nine months
ended September 30, 2001 as compared to $28.3 million in the comparable period
of 2000. The Company's accounts receivable balance decreased $11.2 million from
December 31, 2000 to September 30, 2001 as a result of increased collection
efforts and reduced sales volume. Funds from operations were sufficient to pay
normal dividends and capital expenditures. The Company anticipates that its
existing capital resources and cash flow generated from future operations as
well as existing short-term lines of credit will enable it to maintain its
current level of operations and its planned growth for the foreseeable future.
FORWARD-LOOKING STATEMENTS
--------------------------
Forward-looking statements, within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
under the Private Securities Litigation Reform Act of 1995, are made throughout
this Management's Discussion and Analysis. The Company's results may differ
materially from those in the forward-looking statements. Forward-looking
statements are based on management's current views and assumptions, and involve
risks and uncertainties that significantly affect expected results. For example,
operating results may be affected by external factors such as: changes in laws
and regulations, changes in accounting standards, fluctuations in demand in
markets served by the Company, particularly the computer and telecommunications
markets, fluctuations in the cost and availability of the supply chain
resources, and foreign economic conditions, including currency rate
fluctuations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
------------------------------------------------------------------
There have been no material changes to Part 2, Item 7A of the Company's
Form 10-K Annual Report for the year ended December 31, 2000.
11
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-------------------------
Reference is made to Part 1, Item 3 of the Company's Form 10-K Annual
Report for the year ended December 31, 2000.
ITEM 2. CHANGES IN SECURITIES
-----------------------------
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
Not Applicable
ITEM 5. OTHER INFORMATION
-------------------------
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------
a) Exhibits
Exhibit No. Description
----------- -----------
3.1 Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3.1 of the Company's Form 10-Q
Quarterly Report for the period ended March 31, 2001.)
3.2 By-laws, as amended (Incorporated by reference to
Exhibit 3.2 of the Company's Form 10-Q Quarterly
Report for the period ended June 30, 2000.)
b) Reports on Form 8-K
None.
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
PENN ENGINEERING & MANUFACTURING CORP.
Dated: November 13, 2001 By:
--------------------------
Kenneth A. Swanstrom
Chairman/CEO
Dated: November 13, 2001 By:
--------------------------
Mark W. Simon
Vice President - Finance
13