XNAS:MAG Magnetek Inc Annual Report 10-KT Filing - 1/1/2012

Effective Date 1/1/2012

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
 
[ ]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ X ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from July 4, 2011, through January 1, 2012

 Commission file number 1-10233
MAGNETEK, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
 
95-3917584
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
N49 W13650 Campbell Drive
Menomonee Falls, Wisconsin
 
 
 
53051
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (262) 783-3500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Common Stock, $.01 par value
Preferred Stock Purchase Rights
The NASDAQ Global Select Market
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:                                                                                                None
Indicate by check mark if the Registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [   ]
No [X]
 
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [   ]
No [X]
 
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  
 
Yes [   ]
No [  ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
 
 
[ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer [   ]
 
Accelerated filer [  ]
 
Non-accelerated filer  [  ]
 
Smaller reporting company [ X ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]
No [X]
 
The aggregate market value of the voting stock held by non-affiliates of the Registrant, based on the closing price of $8.61 per share as reported by the NASDAQ Stock Market, on January 1, 2012 (the last business day of the Company’s most recently completed second fiscal quarter), was $26,514,418.  Shares of common stock held by each executive officer and director have been excluded since such persons may be deemed affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes. 
The number of shares outstanding of the Registrant’s Common Stock, as of February 20, 2012, was 3,158,717 shares.




DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the Magnetek, Inc. definitive 2012 Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the close of the transition period ended January 1, 2012, are incorporated by reference into Part II and Part III of this Form 10-K.
 
TABLE OF CONTENTS
 
 
Page
PART I
 
 
Business
 
 
 
Risk Factors
 
 
 
Unresolved Staff Comments
 
 
 
Properties
 
 
 
Legal Proceedings
 
 
 
Mine Safety Disclosures
 
 
 
PART II
 
 
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
 
 
of Equity Securities
 
 
 
Selected Financial Data
 
 
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Financial Statements and Supplementary Data
 
 
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
 
 
Controls and Procedures
 
 
 
Other Information
 
 
 
PART III
 
 
Directors, Executive Officers and Corporate Governance
 
 
 
Executive Compensation
 
 
 
Security Ownership of Certain Beneficial Owners and Management and
 
 
Related Stockholder Matters
 
 
 
Certain Relationships and Related Transactions, and Director Independence
 
 
 
Principal Accountant Fees and Services
 
 
 
PART IV
 
 
Exhibits and Financial Statement Schedules
 
 
 
 
Signatures
 
The Company has historically used a 52-53 week fiscal year ending on the Sunday nearest June 30.  Subsequent to the end of fiscal 2011, the Company changed its fiscal year-end from the Sunday nearest to June 30 of each calendar year to the Sunday nearest to December 31, with the change to a calendar year reporting cycle beginning January 2, 2012. This Transition Report on Form 10-K reports our financial results for the six month transition period from July 4, 2011 through January 1, 2012. Fiscal year 2011 contained 53 weeks.  Fiscal years 2010 and 2009 each contained 52 weeks.  



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PART I

CAUTION REGARDING FORWARD-LOOKING STATEMENTS
 
This Transition Report on Form 10-K, including documents incorporated herein by reference, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe”, “expect”, “estimate”, “anticipate”, “intend”, “may”, “might”, “will”, “would”, “could”, “project” and “predict”, or similar words and phrases generally identify forward-looking statements. Forward-looking statements contained or incorporated by reference in this document, including those set forth in this section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in Item 1 of this Transition Report on Form 10-K entitled “Business” include, but are not limited to, statements regarding our plans, objectives, goals, strategies, future events, future sales or performance, projections of revenues, income or loss, capital expenditures, plans for future operations, products or services, legal issues, financing needs or expectations, and other information that is not historical information, as well as assumptions relating to the foregoing.  All forward-looking statements are based upon our current expectations, beliefs, projections and assumptions.
 
Our expectations, beliefs, projections and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that our financial condition or results of operations will meet the expectations set forth in our forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties which in many cases are beyond the control of the Company and which cannot be predicted or quantified. As a result, future events and actual results could differ materially from those set forth in, contemplated by, or underlying forward-looking statements. Such risks and uncertainties include, but are not limited to, economic conditions in general, sensitivity to industry conditions, competitive factors such as technology and pricing pressures, business conditions in electronics, industrial equipment and energy markets, international sales and operations, dependence on major customers, increased material costs, risks and costs associated with acquisitions, litigation and environmental matters and the risk that the Company’s ultimate costs of doing business exceed present estimates. A discussion of these and other specific risks is included in Part I, Item 1A. “Risk Factors” of this Transition Report on Form 10-K. Forward-looking statements contained in this Transition Report speak only as of the date of this document or, in the case of any document incorporated by reference, the date of that document. The Company does not have an obligation to publicly update or revise any forward-looking statement contained or incorporated by reference in these documents to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

ITEM 1.  BUSINESS 
 
General 
Magnetek, Inc. (“Magnetek,” the “Company,” “we,” or “us” ) is a global provider of digital power control systems that are used to control motion and power primarily in material handling, elevator, mining, and renewable energy applications. Magnetek is listed on the NASDAQ Global Market (Nasdaq: MAG) and was founded in 1984, however, certain businesses we have acquired have a long history of technical innovation that predates the founding of Magnetek. Our digital power control systems serve the needs of selected niches of traditional and emerging markets that are becoming increasingly dependent on “smart” power. Over the past ten years, we have successfully transitioned the Company from a component supplier to a provider of systems solutions. Today much of our focus is on developing and introducing innovative electronic drive solutions that both enhance our customers' operational efficiency and save energy. Our products are sold directly or through manufacturers' representatives to original equipment manufacturers (“OEMs”) for incorporation into their products, to system integrators and value-added resellers for assembly and incorporation into end-user systems, to distributors for resale to OEMs and contractors, and to end users for repair and replacement purposes. We operate in a single segment, Digital Power Control Systems. Revenue and profit information, additional financial data, and commentary on recent financial results, which are provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Part II, Item 8. “Financial Statements and Supplementary Data” of this Transition Report on Form 10-K, should be read in conjunction with this section.
We are North America's largest independent supplier of digital drives, radio controls, software and accessories for industrial cranes and hoists, and we are also the largest independent supplier of digital direct current (“DC”) motion control systems for elevators. Customers include most of the industrial crane and hoist companies in North America and the world's leading elevator builders. In addition, we have a growing range of products for energy delivery applications, including motion control systems for mining equipment and power inverters for renewable energy applications. Our operations are located in North America, predominantly in Menomonee Falls, Wisconsin, the location of our headquarters.
Our goal is to expand our position in markets offering long-term stability, excellent growth potential, and profitability. Our primary focus is on markets where we can apply both our industry expertise and our systems integration model to add

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value to our customers by improving their productivity, throughput, energy efficiency, or safety, while reducing labor costs, down time, and maintenance costs.
Product Offerings
Magnetek is a leading provider of innovative power control and delivery systems and solutions for overhead material handling applications used in a number of diverse industries, including aerospace, automotive, steel, aluminum, paper, logging, mining, ship loading, nuclear power plants, and heavy movable structures. Our material handling products include alternating current (“AC”) and DC drive systems, radio remote controls, push-button pendant stations, and braking, collision-avoidance, and power delivery subsystems. We are a major supplier in North America of AC control systems. While we sell primarily to OEMs of overhead cranes and hoists, we spend a great deal of effort understanding the needs of end users to gain specification. We can combine our products with engineered services to provide complete customer-specific systems solutions.
Magnetek also designs, builds, sells, and supports elevator application-specific drive products that efficiently deliver power used to control motion, primarily in high-rise, high speed elevator applications. We are recognized as an industry leader for DC high performance elevator drives, as well as for AC drives used with low and high performance traction elevators, due to our extensive application expertise and product reliability. Our elevator product offerings are comprised of highly integrated subsystems and drives, sold mainly to elevator OEMs. In addition, our product options include a number of regenerative controls for both new building installations and elevator modernization projects that help building owners save energy. We have over 70,000 elevator drives currently in operation worldwide.
Magnetek's energy delivery product offerings include power inverters used in renewable energy applications, primarily for the wind and solar markets, as well as power control systems for mining applications. Our inverters convert DC power from renewable energy sources to utility-grade AC power and provide power conversion solutions ranging from 650 kilowatts to multi-megawatts. We believe there are revenue growth opportunities in the utility-scale solar market, which is expected to grow rapidly in North America as solar power becomes increasingly competitive from a cost standpoint with more traditional methods of power generation. We are also a leading independent supplier of AC and DC digital motion control systems for underground coal mining equipment. Our systems are used in coal hauling vehicles, shuttle cars, scoops, and other heavy mining equipment. We estimate that we have an installed base of over 10,000 drive systems operating in mining equipment throughout the world.
We intend to continue to build on our competitive strengths in established material handling, elevator, and mining markets and continue to invest in research and development to expand our product portfolio aimed at penetrating growing and emerging markets for digital power-based systems, such as renewable energy, particularly in the utility-scale solar market.
Growth Drivers in our Served Markets
We believe that future demand for our products will be aided by certain trends that we expect to drive growth in our served markets, including the following:
Focus on Increasing Efficiency and Productivity
In response to increasingly competitive economic conditions, many manufacturers seek to increase productivity and efficiency while controlling costs, and many of our product offerings enable our customers to achieve these goals. Our variable frequency AC drive products and DC digital controls are highly reliable, operate at high speeds, and improve production output, while reducing labor and maintenance costs. Technology advancements in control products and engineering enable us to convert manual processes and systems to automated systems, providing a wide range of benefits, including labor and space savings, improved productivity, efficient material flow, more accurate positioning, and safer operation. As a result, we can demonstrate many opportunities to improve our customers' operations and provide them with quantifiable, and in many cases, significant returns on invested capital.
Growing Energy Needs and Focus on Energy Efficiency
Total global energy consumption is projected to increase nearly 60% by the year 2030 according to the U.S. Department of Energy ("DOE"). The vast majority of energy consumed today comes from traditional energy sources such as coal, oil and natural gas. Over half of the electricity used in the U.S. today comes from coal, and world energy use derived from coal sources is projected to increase nearly 50% through 2030, per the DOE. Growing concern over both the supply of traditional energy sources and the level of carbon emissions has led to growing acceptance of, and increased investment in, alternative energy solutions, primarily from renewable sources. The convergence of energy needs and environmental concerns should result in significant future growth in both traditional energy markets as well as renewable energy markets. We have a wide variety of product offerings across all of our major served markets which are engineered to efficiently use available power, or which convert energy to usable power in an energy efficient manner. We have been a leading supplier of AC and DC digital motion control systems to underground coal mining equipment manufacturers for more than 20 years. More recently we've developed and introduced power inverters which convert DC power from renewable energy sources to utility-grade AC

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power. In addition, our regenerative elevator drives can provide energy savings of 25% to 45% over other elevator solutions. We believe our energy efficient product offerings have us well positioned to benefit from the expected growing demand for energy and energy efficient solutions in the future.
Shift from Electro-Mechanical Control to Digital Power Control
Fairly recent technological advancements have resulted in a shift away from electro-mechanical control to digital power control. For example, just a few years ago, cranes relied mainly on contactors, relays, and static controls for their operation, whereas today, AC and DC drives are the preferred method of control. Improvements in drive technology have also allowed for the downsizing of power platforms and the inclusion of many high-performance features valued by the marketplace. AC power control is generally used for new installations in overhead material handling systems, elevators and mining equipment. However, DC drive solutions are also a viable alternative for existing installations that wish to retain existing DC power sources. We believe this trend will benefit us in the future as our primary core competency is in digital power control.
Conversion to Wireless Applications
Many industries, including the overhead material handling, mobile hydraulic, construction, and mining markets, are rapidly adopting remote wireless control solutions. While wireless control has been available for a number of years, technology has improved significantly in recent years, enabling enhancements that have resulted in products that are safer, more reliable, ergonomically designed, versatile, and cost-effective. Over the past several years, through both acquisition and internal development, we have invested in expanding the breadth of our wireless control product offering, which we believe will help us to meet demand, increase market share, and enter new markets in this growing field.
Modernization and Upgrade of Existing Equipment
Overhead cranes, elevators, mining equipment, and renewable energy installations represent significant investments in capital which in most cases operate under severe duty and in some cases, in harsh environments. Many of the structural components of these systems are manufactured to withstand significant mechanical forces, and to have useful lives in excess of 30 years. For example, it is not uncommon to find cranes that are more than 50 years old still operating today, or elevators or mining equipment operating with aging and inefficient power control equipment. Rather than scrap structurally sound but outdated equipment, it is often more cost-effective to modernize the equipment to meet current operational needs by upgrading the power control systems. Our current drive technology along with our application expertise can provide reduced energy consumption, greater reliability, improved throughput, lower operational costs, enhanced features, and prolonged equipment life over older drive technology. We believe our large installed base of product combined with our industry expertise provides us with opportunities to expand our business through modernization projects.    
Systems Solutions
In an effort to reduce costs and streamline operations, many customers are recognizing increased value in consolidating purchasing requirements with suppliers who can provide increasingly integrated solutions. We can benefit from this trend as we can bundle a wide breadth of products together with engineered services to provide customer-specific solutions that will result in reduced installation costs as well as lower operating and maintenance costs for our customers. In many of our served markets, we can provide turn-key service, including project evaluation, project management, installation services, field start-up, operator training, and after-sales service and systems support.
Communication and Diagnostic Features
In many electrical applications today, electronic devices controlled by microprocessors are increasingly being networked together, resulting in smart devices with greater productivity and user benefits.  This trend is not lost on control systems for industrial applications.  The benefits of this trend include lower installation costs, better monitoring of performance, improved integration with supervisory systems and improved uptime.  We believe the power of embedded and connected microprocessors within our power electronic devices provide a tremendous benefit for users at all levels from maintenance to production to finance.
Safer Workplace Environments
In an effort to comply with increasing workplace safety regulations and to reduce ongoing costs associated with health insurance, workplace accidents, and workers' compensation expenses, many employers are focused on providing safer workplace environments. We offer a vast number of optional features that can further enhance workplace safety and reduce the risk of accidents and personal injury, including collision avoidance software, programmable acceleration and deceleration, and other safeguards that prevent overheating, eliminate load swing, and prevent uneven lifting.



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Competitive Strengths
We believe that we benefit from competitive advantages in the following areas:
Technological Capabilities and Industry Expertise
We emphasize and leverage our ability to provide customized solutions for power and motion control applications through digital power‑electronic technology. We have a long history of technical innovation and a highly skilled and experienced technical staff. Our technical personnel possess substantial expertise in disciplines central to digital power systems and applications. These include analog-to-digital circuit design, thermal management technology, utility grid connectivity, and the application of microprocessors, digital signal processors and software algorithms in the development of smart power products. We are widely recognized for our expertise in our served markets, regularly hosting training and technology seminars for customers and end users. We believe we are at the forefront of innovation in the industries we have traditionally served, continuously developing new products to provide cost-effective, value-added solutions to meet the changing needs of our customers. In addition, we have been successful in leveraging our power control expertise to develop innovative power solutions for entry into new markets, including renewable energy.
Customer and End-User Relationships
We have established long-term relationships with major manufacturers of cranes and hoists, elevators and mining equipment, among others. We believe that these relationships have resulted from our reliability and responsiveness, readiness to meet special customer requirements based on innovative technology and application expertise, and the quality and performance of our products, all of which ultimately adds value to our customers by improving their operations and reducing their costs.
Product Breadth and Brand Name Recognition
We provide a wide variety of products in most of our major served markets, and we are among the leaders in the U.S in many of our served markets. For material handling customers, we serve as a one-stop source, providing a full range of AC and DC crane controls as well as subsystems, including radio controls, push-button stations, motors, brakes and power delivery products. For elevator customers, we offer both AC and DC integrated digital motion control subsystems for mid- to high-rise buildings at varying speed and performance levels. Our elevator control systems can be found in many of the world's most recognizable buildings. Over the past several years, we've introduced a number of new innovative products to further broaden our product offerings, including severe duty AC traction drives for mining applications, regenerative AC and DC drives for elevator applications, and a new generation of lower-cost AC elevator drives for mid-rise applications. In renewable energy, we are gaining recognition and recently completed development and testing of a one mega-watt solar inverter, further diversifying our renewable energy product portfolio.
Our brand names, including Telemotive, Electromotive Systems, Omnipulse, Impulse, Enrange, Mondel, E-Force, M-Force, and Quattro, are among the most known and respected in the industries we serve. We believe our strong brand name recognition enables us to retain and leverage existing customer relationships while also providing opportunities to gain market share with new customers and grow our business by entering new markets.
Sales Channels
Our sales force is comprised of a combination of direct employees, sales representatives and distributors. Although we sell our products to OEMs, our sales and marketing efforts are also aimed at gaining end-user specification. Our sales and marketing team is focused on targeted markets, and has extensive experience and a great deal of application expertise in those markets. We believe that our well established sales network constitutes a significant competitive advantage in the North American marketplace.
Large Installed Base with Proven Technology
Our many years of experience combined with leading share positions in our served markets has resulted in a significant installed base of our products operating in material handling systems, elevators, and mining equipment around the world. We believe the large installed base of our quality products not only demonstrates our technical capability and expertise, but also serves as a potential source for future business from service, repair, retrofit and modernization opportunities. As production requirements change and existing installed equipment ages, reliability may deteriorate, resulting in reduced productivity, increased down time, unscheduled repair costs, and safety issues. In these situations, it is often prudent to replace and upgrade power control systems with state-of-the-art controls that can meet present operational needs, enhance performance, and prolong the life of the equipment.    
    


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After-Market Service and Support
We have a highly trained team of experienced service technicians dedicated to aftermarket support to provide prompt service to end users of our products, 24 hours a day, every day of the year. We believe we are able to attract and retain customers in part due to our commitment to quality, service and customer satisfaction.
Strategy
Invest in Innovation and New Product Development
We continue to invest in research and development (“R&D”) in an effort to grow our business, periodically refreshing our product offerings and developing new products and services to address the changing needs of our customers. Developing and offering a broad range of products for each of our served markets is an integral part of our strategy. We make innovative modifications to existing products in an effort to add features and special application software that improves performance. For example, we recently launched a new series of drives for material handling applications which provides our customers with a more cost-effective solution with enhanced safety and performance features. We continue to expand our bundling opportunities in material handling by combining a wireless radio with a radio drive serial interface (“RDSI”). An RDSI module allows users to communicate directly with the crane control system remotely, providing improved diagnostic and trouble-shooting information.
We believe opportunities for growth exist in available elevator markets through the expansion of the breadth of available product offerings to include competitive low-end products for lower performance AC applications. We also believe opportunities for growth exist in available elevator and mining markets through the introduction of new energy-saving product offerings. Over the past several years, we've developed an AC version of our Quattro regenerative elevator drive, and a severe duty AC traction drive for mining equipment.
In renewable energy, we used our years of know-how gained in the fuel cell inverter market to develop a power inverter for the wind market, and we grew our sales of wind inverters quite rapidly in recent years. As conditions in the wind market began to deteriorate, we made a strategic decision to allocate resources toward the development of utility-scale power inverters for the solar market using our wind inverter platform, in an effort to diversify both our customer base and our product portfolio in renewable energy. We believe the North American solar market offers us the best growth opportunities in renewable energy, particularly at the large-scale end of the market, and we've made significant progress toward entering the market in fiscal 2012.     
Gain Market Share in Served Markets
Our long-standing customer relationships, sales network, and end user relationships provide us with insights into our served markets that help us to anticipate changes in market conditions and customer requirements. We believe we can leverage our close relationships with our channel partners to grow our business by further enhancing strategic partnerships with key customers. We also believe we can use our knowledge and application expertise to increase our share in our served markets by expanding our level of sales with existing customers and by providing value-added solutions to displace our competition.        
Entry into New Markets
We continue to seek to grow our business by migrating our proven technology and application expertise into new markets. Over the past several years, we've strategically allocated R&D, sales, and marketing resources to markets such as wind and solar in renewable energy, and automation and mobile hydraulic in material handling in an effort to understand the dynamics and requirements of those markets. We've had success in growing our business in renewable energy, automation, and mobile hydraulic markets, and will continue to look for opportunities where we believe we can take advantage of our competitive strengths to enter into and gain share in new markets.
Expand Geographically
We have leading North American market positions and derive the majority of our revenue from North American, and more specifically, U.S. customers. We believe that certain non-U.S. markets can provide us with compelling growth opportunities for certain of our products. We also believe that, with our commitment to technological innovation and our demonstrated ability to reduce our customers' costs and improve efficiency, our business model may transfer well to markets outside the U.S. where cost-effective, high quality, reliable power solutions are also valued. In addition, certain of our customers are increasing their global footprint, which could provide us with opportunities to partner with them and service those customers locally. We intend to evaluate these opportunities, and prudently allocate sales resources to those markets outside the U.S. where we think we have the best growth prospects relative to the level of investment required to enter the market.
    


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Generate Sufficient Cash to Fund our Growth Initiatives and our Obligations
Our business has consistently generated positive cash flow from operating activities, prior to funding pension obligations, even during periods of economic downturns by focusing on controlling our costs and effectively managing our working capital. Since January 2007, our unrestricted cash balances have increased from $7 million to more than $20 million at the end of December 2011. During that time, we've contributed more than $38 million to our defined benefit pension plan and endured some of the worst economic conditions since the 1930's. In addition, we've continued to spend approximately $4 million annually on R&D activities aimed at growing our business through innovative new product introductions and entry into new markets. Our sales have grown from $88 million in fiscal 2007 to $110 million in fiscal 2011, and to an annualized rate of $117 million in transition period 2011. We intend to continue to focus on tight cost control and asset management while continuing to prudently invest in our business to drive future growth, in an effort to maximize our profitability and cash flow.
In summary, we will continue to pursue internal growth opportunities in our core product lines, seeking to increase our market share, enter new markets, and expand our current business model geographically. We may also selectively pursue external growth through acquisitions in our served or related markets, adding products, technology, market opportunities or capabilities that complement our existing business. Our focus over the next 12 months will be directed toward aligning our resources and investments with the best growth opportunities, maximizing those opportunities through new product introductions and penetration of new markets. At the same time, we'll strive to effectively manage our cost structure and our assets to optimize cash flow and profitability.

Seasonality
 
Our power control systems for material handling applications represented nearly 67% of our revenue in transition period 2011.  Sales of these products tend to follow capital budgeting and spending patterns of the customer base.  As a result, our revenues are generally strongest in our June and December fiscal quarters, with relatively lower revenues in our March and September fiscal quarters.
 
Backlog
 
Our backlog as of the end of transition period 2011 was $17.9 million versus $21.0 million at the end of fiscal 2011, six months earlier.  The decline in our backlog during transition period 2011 was mainly due to a slowdown in our incoming order rate during the December holiday period as well as a decline in our renewable energy backlog. While we use our backlog figure as an indicator of future sales activity, we have historically had a significant amount of revenue derived from orders that are booked and shipped within the same reporting period.  We expect most of the orders in our backlog to be filled during fiscal 2012. 
Competition
Our primary competitors include: Konecranes Inc., Power Electronics International, Inc., Cattron Group International, Conductix-Wampfler (a division of Delachaux Group), Control Techniques (a division of Emerson Electric), OMRON Corporation, Yaskawa, KEB GmbH, Fujitec, Advanced Energy Industries, Inc., SMA Solar Technology AG, and SatCon Technology Corporation. Some of these companies have substantially greater financial, marketing and other resources, larger product portfolios and greater global reach than us.

Suppliers and Raw Materials
 
Virtually all materials and components that we purchase are available from multiple suppliers.  During transition period 2011, raw material purchases accounted for approximately 75% of our total cost of sales.  Production of digital power control systems depends heavily on various electronic components as well as steel and aluminum enclosures and wire harnesses.  We seek to obtain competitive pricing on these raw materials by utilizing multiple suppliers and leveraging our total purchasing requirements.
 
Research and Development
 
Our research and development activities, which are conducted primarily in Menomonee Falls, Wisconsin, are directed toward developing new products, improving existing products by, among other things, adding features or reducing costs, and customizing or modifying products to meet customers’ specific needs.  Total research and development expenditures were approximately $2.1 million, $4.4 million, $3.8 million and $3.5 million for the six-month transition period 2011 and our 2011, 2010 and 2009 fiscal years, respectively.

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Intellectual Property
 
Magnetek holds numerous patents, trademarks and copyrights, and we believe that we hold or license all of the patent, trademark, copyright and other intellectual property rights necessary to conduct our business.  We generally rely upon patents, copyrights, trademarks and trade secret laws to establish and maintain our proprietary rights in our technology and products.  There can be no assurance that any of our patents, trademarks or other intellectual property rights will not be challenged, invalidated or circumvented, or that any rights granted there under will provide competitive advantages to us.  In addition, there can be no assurance that patents will be issued from pending patent applications filed by us, or that claims allowed on any future patents will be sufficiently broad to protect Magnetek's technology.  Further, the laws of some foreign countries may not permit the protection of our proprietary rights to the same extent as do the laws of the United States.  Although we believe the protection afforded by our patents, patent applications, trademarks and copyrights have value, Magnetek's future success will depend primarily on the innovative skills, technological expertise, research and development and management capabilities of our employees rather than on patent, copyright, and trademark protection.

International Operations
 
International sales accounted for $7.3 million, or 12% of our net sales, while domestic sales were $51.4 million, or 88%, of our net sales in transition period 2011.  We define international sales as sales of products manufactured by our facilities outside the U.S. that are sold outside of the U.S., as well as sales of products manufactured in the U.S. sold to purchasers outside of the U.S.   For our 2011, 2010 and 2009 fiscal years, revenues derived from domestic sales were $97.6 million, $71.1 million and $84.4 million respectively, and revenues derived from international sales were $12.2 million, $9.5 million and $13.8 million, respectively.  We hold assets in Canada and the United Kingdom totaling $5.7 million, of which $3.6 million are held in Canada and $2.1 million are in the United Kingdom.
 
Employee Relations
 
As of February 20, 2012, we had 129 salaried employees and 201 hourly employees, none of whom were covered by collective bargaining agreements with unions.  We believe that our relationships with our employees are favorable.
 
Available Information
 
Our Internet website address is www.magnetek.com.  Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports that are filed by the Company with the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at or through our website.
 
Environmental Matters
 
From time to time, Magnetek has taken action to bring certain facilities associated with previously owned businesses into compliance with applicable environmental laws and regulations. Upon the subsequent sale of certain businesses, we agreed to indemnify the buyers against environmental claims associated with the divested operations, subject to certain conditions and limitations. Remediation activities, including those related to our indemnification obligations, did not involve material expenditures during transition period 2011 or in fiscal years 2011, 2010 or 2009.
 
We have been identified by the United States Environmental Protection Agency and certain state agencies as a potentially responsible party for cleanup costs associated with alleged past waste disposal practices at several previously utilized, owned or leased facilities and offsite locations. Our remediation activities as a potentially responsible party were not material in transition period 2011 or in fiscal years 2011, 2010 or 2009.  Although the materiality of future expenditures for environmental activities may be affected by the level and type of contamination, the extent and nature of cleanup activities required by governmental authorities, the nature of our alleged connection to the contaminated sites, the number and financial resources of other potentially responsible parties, the availability of indemnification rights against third parties and the identification of additional contaminated sites, our estimated share of liability, if any, for environmental remediation, including our indemnification obligations, is not expected to be material.
 
For a discussion of environmental-related litigation matters in which we are engaged, please refer to Item 3 - “Legal Proceedings” of this Transition Report on Form 10-K.



9


Supplemental Information-Executive Officers of the Company
 
The following table sets forth certain information regarding the current executive officers of the Company, each of whom serves a one year term of office, as appointed by the Board of Directors.
 
Name
 
Age
 
Position
Peter M. McCormick
 
51
 
Director, President and Chief Executive Officer
Marty J. Schwenner
 
51
 
Vice President and Chief Financial Officer
Scott S. Cramer
 
59
 
Vice President, General Counsel and Corporate Secretary
Michael J. Stauber
 
38
 
Vice President, Corporate Controller
Hungsun S. Hui
 
49
 
Vice President, Operations
 
Peter McCormick has been President and Chief Executive Officer of Magnetek since October 2008.  Prior to that, Mr. McCormick served as Chief Operating Officer of Magnetek since November 2006 and served as the Executive Vice President responsible for the Company's Power Control Systems Group since 2002. Prior to that, he served as the President of the Company’s Industrial Controls Group from 1999 until 2002. Since joining the Company in 1996, Mr. McCormick has also served as the Vice President of Operations for the Company’s drives group from 1998 until 1999 and as Vice President of the custom products business group from 1996 until 1998.
 
Marty Schwenner has been Chief Financial Officer of Magnetek since November 2006.  Mr. Schwenner has served as a Vice President of the Company since 2003 and was Controller of the Company from 2002 until November 2006.  Mr. Schwenner was Vice President of Finance for the Company’s power electronics group from 1998 until 2002. Mr. Schwenner also served as the Chief Financial Officer of the Company's European operations from 1992 to 1998 and as Internal Audit Manager from 1991 until 1992. Mr. Schwenner joined Magnetek as an Internal Auditor in 1989.  Mr. Schwenner is a Certified Public Accountant and a Certified Internal Auditor.
 
Scott Cramer has been Vice President, General Counsel and Corporate Secretary of Magnetek since March 2010.  Prior to joining Magnetek, Mr. Cramer served as Senior Vice President and General Counsel with Bucyrus International, Inc. in South Milwaukee, WI from 2006 until 2010.  From 2005 to 2006, Mr. Cramer was Senior Legal Counsel with Regal Beloit Corporation following private practice from 2004 to 2005.  Mr. Cramer served as Vice President, General Counsel and Secretary from 1997 until 2004 with Superior Services, Inc. following his tenure with Browning-Ferris Industries in Houston, TX and Utrecht, The Netherlands, where he served respectively as Senior Counsel and EMEA General Counsel from 1984 to 1997.
 
Michael Stauber has been Vice President, Corporate Controller since February 2011.  Prior to that, Mr. Stauber served as Operations Controller for the Company since November 2007 and prior thereto served as Finance Manager of the Company’s Power Control Division since joining the Company in December 2004.   Prior to joining Magnetek, from August 1995 to December 2004, Mr. Stauber was with Rockwell Automation in a variety of financial roles of increasing responsibility.
 
Hungsun Hui has served as Vice President, Operations since February 2001.  Mr. Hui previously held the positions of Magnetek’s Vice President, Engineering from June 1999 to January 2001, and Magnetek’s Director of Advance Manufacturing from March 1998 to June 1999.  Prior to joining Magnetek, from June 1985 to February 1998, Mr. Hui was with Rockwell Automation in a variety of operational roles of increasing responsibility.
 

ITEM 1A. RISK FACTORS
 
Our future results of operations and the other forward-looking statements contained in this Transition Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” involve a number of risks and uncertainties.  In particular, the statements regarding future goals and strategies, opportunities for growth in certain markets, new product introductions, penetration of new markets, projections of sales revenues, manufacturing costs and operating costs, pricing of our products and raw materials required to manufacture our products, gross margin expectations, relocation and outsourcing of production capacity, capital spending, research and development expenses, the outcome of pending legal proceedings and environmental matters, tax rates, sufficiency of funds to meet our needs including contributions to our defined benefit pension plan, and our plans for future operations, as well as our assumptions relating to the foregoing, are all subject to risks and uncertainties.
 

10


A number of other factors could cause our actual results to differ materially from our expectations.  We are subject to all of the business risks facing public companies, including business cycles and trends in the general economy, financial market conditions, demand variations and volatility, potential loss of key personnel, supply chain disruptions, government legislation and regulation, and natural causes.  The following list of risk factors is not all-inclusive. Other factors and unanticipated events could adversely affect our financial position or results of operations.  We believe that the most significant potential risk factors that could adversely impact us are the following:
 
Current economic conditions, primarily in the U.S., may adversely affect our served markets, our business, demand for our products and our results of operations and cash flows
 
Demand for our products, which impacts our revenue and gross profit, is affected by general business and economic conditions as well as by changes in customer order patterns.  Beginning in fiscal 2008 and continuing throughout fiscal 2009 and much of our 2010 fiscal year, worldwide economic conditions deteriorated due to the effects of the subprime lending crisis, credit market crisis, general concerns about the health of the financial and banking industries, increased unemployment, decreased consumer and business confidence, and liquidity concerns.  This resulted in overall adverse business conditions, slower economic activity and reduced corporate profits and capital spending levels.  These conditions resulted in reduced demand for our products, and also made it difficult for our customers, our vendors and us to accurately forecast and plan future business activities.  While economic conditions improved significantly in 2011 and demand in our served markets recovered from the levels of the previous year, the current state of the economic recovery is fragile, volatile and quite dynamic.  We cannot predict the timing, duration or strength of any economic recovery or the timing, duration or severity of a subsequent economic slowdown, worldwide, in the U.S., or in the specific end markets we serve. In the event of a future prolonged slowdown in economic activity, our business, financial condition, results of operations and cash flows could be adversely and materially affected. Additionally, our stock price could decrease if investors have concerns that our business and financial condition will be negatively impacted by a continuing or recurring economic downturn.

We operate in a highly competitive industry
 
We operate in a competitive industry characterized by periodic changes in technology, product demand, prices and lead times.  Our future profitability depends on our ability to successfully identify and react to these changing trends.  Specifically, achievement of our sales and profit goals is dependent in part upon our ability to successfully anticipate product demand, to introduce quality products to meet that demand in a timely manner at competitive prices, to gain acceptance of our products in the marketplace, to achieve cost reductions during the product life cycle and to adapt our existing product platforms in the event of changes in technology.  Failure to do so could result in low returns on investment in new products and technologies, a loss of competitive position relative to our peers, obsolete products and technologies, and an adverse impact on our operating results.  In addition, price erosion in response to competition in our served markets could have a material impact on our financial position or results of operations.
 
Our future sales growth is partially dependent on the successful introduction of new products
 
Achievement of our Company objectives of sales growth of at least 10% on a year-over year basis and gross margins in excess of 30% are in part dependent upon the successful introduction of new products, acceptance of these new products by customers in those markets, and successful cost reduction efforts related to new products.  Any delay in introduction of new products, customer acceptance of new products, or cost reduction actions could have an adverse impact on our financial position or results of operations.
 
Changes in technology could reduce demand for our products
 
We believe that our intellectual property is equal or superior to our competitors’ and we do not know of any new technologies that could cause a shift away from digital power electronic solutions.  However, major advancements in digital power electronic technologies by competitors or the advent of technologies obviating digital power-electronic solutions could have an adverse effect on our financial position or results of operations.
 
The loss of one or more major customers could adversely affect our results of operations or financial condition
 
We rely on several large customers for a significant portion of our sales.  While we have taken actions to diversify our customer base, we have one customer whose purchases from us represented approximately 10% of our net sales in transition period 2011.  The loss of this customer or significant decreases in this customer's levels of purchases could have an adverse effect on our business and on our results of operations.  
 

11


Certain of our competitors have substantially greater resources than us
 
We compete with crane and hoist drive manufacturers and drive system integrators, radio control manufacturers, elevator drive manufacturers and control system integrators, mining machinery drive builders, and power inverter builders.  The total number of such enterprises with whom we compete directly is believed to be fewer than 100.  However, certain of our competitors are significantly larger and have substantially greater resources than we do, and some are global in scope, whereas we currently compete primarily in the North American market. 
 
We have significant pension liabilities and funding obligations
 
Our defined benefit pension plan was significantly underfunded as of January 1, 2012, due primarily to reductions in interest rates, which impact the discount rate used to estimate the net present value of our pension obligations.  Current actuarial estimates indicate that we will be required to make significant contributions to our defined benefit pension plan, which may consume the majority of our cash generated from operations for the next several years.  As a result, we may be required to seek additional sources of cash to fund our operations and required pension contributions.
 
In addition, volatility in interest rates, investment returns and other factors could adversely affect the funded status of our pension plan in the future and require that we contribute additional cash to the pension plan over and above the amounts currently estimated.  Such volatility could also increase pension expense in periods beyond fiscal 2012.
 
We may seek additional capital through private or public sales of equity, debt or convertible debt securities, which could have negative effects on our existing investors
 
We may seek to raise additional funding through equity or certain forms of debt financing in the future that could dilute the percentage ownership held by existing stockholders. In addition, new investors may demand rights or privileges that are preferable to, or senior to, those of our existing stockholders, such as interest payments, dividends or warrants, as a condition to completing a transaction that provides us with capital.

We may have limited access to additional financing
 
Macroeconomic conditions several years ago led to volatility in security prices, the failure of financial institutions, diminished liquidity and credit availability, and deflation in the valuation of investment vehicles across varied asset classes.
 
In the event capital and credit markets again become illiquid and the availability of funds becomes limited, we could incur increased costs associated with future equity or debt financing transactions. Our ability to access the capital and credit markets may be limited by these or other factors unique to our Company.  Limited access to financing opportunities in the future could have a material adverse impact on our ability to fund our operations or meet our corporate obligations.
 
We are subject to credit risk
 
We are exposed to the credit risk of our customers, including risk of bankruptcy, and are subject to losses from uncollectable accounts receivable.  If the financial condition of any of our customers deteriorates and impairs their ability to make payments, we could incur future write-offs of accounts receivable that could have a material impact on our financial position, results of operations or cash flows.
 
We are reliant on suppliers
 
We purchase raw materials and subassemblies used in our products from third-party suppliers, and also purchase finished goods for resale to customers from third party subcontractors.  If our suppliers or subcontractors cannot meet their commitments to us in terms of price, delivery, or quality, it may negatively impact our ability to meet our commitments to our customers.  This could result in disruption of production, delay in shipments to customers, higher material costs, quality issues with our products and damage to customer relationships.  In addition, increases in the cost of raw materials purchased from third party suppliers could negatively impact our gross profit and results of operations.
 
We may face claims of infringement on the intellectual property of others, or others may infringe upon our intellectual property
 
Our future success depends in part on our ability to prevent others from infringing on our proprietary rights, as well as our ability to operate without infringing upon the proprietary rights of others. We may be required at times to take legal action

12


to protect our proprietary rights and, despite our best efforts, we may be sued for infringing on the patent rights of others.  Patent litigation is costly and, even if we prevail, the cost of such litigation could adversely affect our financial condition.  In addition, we could be adversely affected financially should we be judged to have infringed upon the intellectual property of others.
 
We may suffer losses resulting from legal and environmental issues
 
Our results of operations could be adversely impacted by pending and future litigation, including claims related to, but not limited to, product liability, patent infringement, contracts, employment and labor issues, personal injury and property damage, including damage to the environment.
 
In some cases, we have agreed to provide indemnification against legal and environmental liabilities and potential liabilities associated with operations that we have divested, including certain motor, generator, lighting ballast, transformer, drive and power supply manufacturing operations.  If we are required to make payments under such indemnification obligations, such payments could have a material adverse impact on our financial position, results of operations or cash flows.  Further, we have been indemnified against potential legal and environmental liabilities and potential liabilities associated with operations that we have acquired, including lighting ballast, transformer, capacitor and crane brake manufacturing operations that were subsequently divested.  If not borne by the indemnifying party, such liabilities, if any, could be borne by us and have an adverse effect on our financial position or results of operations.

Ordinary transfers of our common stock between shareholders could result in an ownership change as defined in Section 382 of the Internal Revenue Code, limiting our ability to fully utilize our net operating loss carryforwards for U.S. federal tax purposes
 
We had net operating loss (“NOL”) carryforwards for U.S. federal tax purposes of $219 million as of January 1, 2012.  Our NOLs have carryforward periods of 15 to 20 years with expiration dates ranging from 2013 to 2030.  We anticipate that no federal income tax liability (other than alternative minimum tax) would be recorded if and when we generate U.S. taxable income and such carryforwards are utilized.
 
We periodically evaluate whether ordinary transfers of our common stock between shareholders have resulted in an ownership change as defined in Section 382 of the Internal Revenue Code.  Based on available information, we have determined that no such ownership change has occurred.  If such ownership change had occurred, utilization of the Company’s NOLs would be subject to annual limitation provisions per the Internal Revenue Code and similar state laws. Such annual limitations could defer the utilization of NOL carryforwards and accelerate payment of federal income taxes, and could result in the expiration of a portion of the NOL carryforwards before utilization. An ownership change under Section 382 of the Internal Revenue Code would not have a material adverse effect on our results of operations or financial position, as we have provided a full valuation allowance against substantially all of our deferred tax assets.  Ordinary transfers of our common stock between shareholders in future periods could result in an ownership change in such periods and accordingly, at that time, limit the utilization of our NOLs as described above.

ITEM 1B. UNRESOLVED STAFF COMMENTS
 
Not applicable.
 
ITEM 2.  PROPERTIES
 
Magnetek’s headquarters and each of our manufacturing facilities for the continuing operations of the Company are listed below, each of which is leased.
Location
 
Lease Term
 
Approximate
Size (Sq.Ft.)
 
Principal Use
Menomonee Falls, Wisconsin
 
2015
 
155,000

 
Power control systems manufacturing and corporate headquarters
Mississauga, Canada
 
2016
 
11,180

 
Power control systems manufacturing
Pittsburgh, Pennsylvania
 
2016
 
11,400

 
Power control systems manufacturing
Canonsburg, Pennsylvania
 
2012
 
5,000

 
Power control systems manufacturing
 
We believe our facilities are in satisfactory condition and are adequate for our continuing operations.

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ITEM 3.  LEGAL PROCEEDINGS
 
We are involved from time to time in legal actions for product liability and other matters that arise in the ordinary course of our business. We are also involved in legal actions associated with our discontinued business operations, including product liability, asbestos-related liability and environmental proceedings relating to cleanup costs associated with alleged past waste disposal practices at several previously utilized, owned or leased facilities and offsite locations. It is not possible to predict with certainty the outcome of any of these unresolved legal actions or proceedings or the range of possible loss or recovery. A discussion of these matters appears in Note 11 of the Notes to Consolidated Financial Statements, including a discussion of whether or not these unresolved matters will have a material impact on our financial position or results of operations.
Litigation—Product Liability
 
In August 2006, Pamela L. Carney, Administrator of the Estate of Michael J. Carney, filed a lawsuit in the Court of Common Pleas of Westmoreland County, Pennsylvania, against us and other defendants, alleging that a product manufactured by our Telemotive Industrial Controls business that we acquired in December 2002 contributed to an accident that resulted in the death of Michael J. Carney in August 2004. The claim has been tendered to our insurance carrier and legal counsel has been retained to represent us. We are defending the action on the basis of findings that the operator/owner of the product, Alleghany Ludlum Corporation, improperly maintained or modified the product, which led to its alleged failure.  In March 2010, our primary carrier, Travelers, denied coverage under a reservation of rights.  This followed our excess coverage carrier, AIG/AISLIC, denying coverage in June 2009.  Travelers has agreed to continue to pay defense counsel to defend the case and has authorized defense counsel to undertake the defense of the “pass through” vendor PDS.  Plaintiff's claim for damages is unknown at this time. The case is in the discovery phase and no trial date has been set.
We have been named, along with multiple other defendants, in asbestos-related lawsuits associated with business operations we previously acquired, but which are no longer owned. During our ownership, none of the businesses produced or sold asbestos-containing products. With respect to these claims, we believe that we have no such liability.  For such claims, we are uninsured and either contractually indemnified against liability, or contractually obligated to defend and indemnify the purchaser of these former Magnetek business operations.   We aggressively seek dismissal from these proceedings. Management does not believe the asbestos proceedings, individually or in the aggregate, will have a material adverse effect on its financial position or results of operations.
We also filed claims in the Federal-Mogul bankruptcy proceedings to recover attorney's fees for the defense of asbestos-related claims. In May 2007, we entered into a settlement agreement with Federal Mogul under which we were entitled to receive amounts from a settlement trust established under Federal-Mogul's reorganization plan and funded by insurance proceeds. We were entitled to receive 15% of the first $20 million and 10% of the next $25 million of insurance proceeds, up to a maximum of $5.5 million, in exchange for withdrawing our bankruptcy claims and objections to the reorganization plan and execution of certain releases. Through January 2009, we received payments totaling $5.5 million, the maximum amount to which we were entitled.  The consolidated statements of operations include $0.5 million of income from the settlement trust in results of discontinued operations for fiscal year 2009.  This amount represents primarily the recovery of previously incurred legal fees for the defense of these asbestos related lawsuits.  Several insurance carriers filed a declaratory judgment action relating to insurance coverage for such previously acquired businesses, seeking a determination that no coverage is available under the policies. Federal-Mogul, other defendants and we filed responsive pleadings and motions relating to the case, and the court granted the motions to stay the declaratory judgment action. Some of these insurers appealed such ruling but the ruling was upheld on appeal in November 2008.  
Given the nature of the above issues, uncertainty of the ultimate outcome, and inability to estimate the potential loss, no amounts have been reserved for these matters.  
Litigation—Patent Infringement and Related Proceedings
 
In August 2008, we filed a complaint in the Circuit Court of Cook County, Illinois, County Department, Law Division, against Kirkland & Ellis, LLP (“K&E”). The lawsuit involved a claim for breach of professional responsibility arising out of K&E's representation of Magnetek in the patent infringement action, Ole K. Nilssen v. Magnetek, Inc. We alleged as a result of K&E's negligent breach of professional duty in failing to discover or investigate the existence of prior art and prior misconduct which would have made Nilssen's patent claim unenforceable or invalidated his patent, we suffered an arbitration award and judgment in the amount of $23.4 million, which judgment was ultimately settled by the payment to Nilssen of $18.75 million. We were seeking damages in the amount of $18.75 million, reimbursement of reasonable costs and attorneys' fees incurred in the proceeding to vacate the arbitration award and settlement thereof, and costs incurred in connection with this lawsuit. On

14


April 5, 2010, the Circuit Court of Cook County dismissed the complaint against K&E for lack of subject matter jurisdiction.  The court relied upon a then recent Illinois appellate decision in which the court held that attorney malpractice cases arising out of the prosecution or defense of federal patent claims raised federal questions for which the federal courts have exclusive jurisdiction.  An appeal was taken to the Illinois Appellate Court.  On April 7, 2010, we filed a substantially identical complaint in the United States District Court for the Northern District of Illinois. On June 30, 2011, the Illinois Appellate Court reversed the decision of the Circuit Court of Cook County and remanded the case to the trial court.  K&E filed a petition for rehearing with the Appellate Court which request was denied on July 28, 2011. On August 31, 2011, K&E filed its petition for leave to appeal to the Illinois Supreme Court. Following a December 2011 mediation, on January 9, 2012, we entered into a settlement agreement with K&E. Under the terms of the settlement agreement all outstanding claims were settled and released with prejudice in consideration of K&E making a settlement payment to us in the amount of $5 million. The federal proceeding was dismissed on January 22, 2012 and the Illinois Supreme Court proceeding was dismissed on January 23, 2012. We entered into the settlement agreement to eliminate the uncertainties, burden and expense of further litigation. We will record the settlement payment as a gain in discontinued operations in the first quarter of fiscal 2012.
As we previously reported, Universal Lighting Technologies, Inc. (“ULT”) and Nilssen entered into a consent judgment in April 2008, for dismissal, on collateral estoppel grounds, of the patent infringement lawsuit filed by Nilssen against ULT.  We had provided the defense in the lawsuit pursuant to an indemnification claim from ULT subject to the terms of the sale agreement under which ULT purchased Magnetek's lighting business in 2003.  In September 2009, Nilssen and ULT entered into a settlement agreement relating to attorney's fees.  Under the settlement agreement, Nilssen paid to Magnetek an amount of $0.75 million as attorney's fees as well as a nominal amount for costs.  However, if Nilssen's Rule 60 Motion was successful such that ULT ceased to be the “prevailing party” and was no longer entitled to attorney's fees, then we would have been obligated to refund the $0.75 million attorney's fees settlement amount.   On November 22, 2011, the court ordered the Rule 60 motion be denied and, as a result, Nilssen's potential claim to a refund of the attorney's fees settlement amount has been extinguished.  As a result, we recorded a gain of $0.75 million in discontinued operations in the three-month period ended January 1, 2012.
Litigation—Other
 
In November 2007, a lawsuit was filed by Antonio Canova in Italy, in the Court of Arezzo, Labor Law Section, against us and Power-One Italy, S.p.A. Mr. Canova is a former Executive Vice President of Magnetek and was Deputy Chairman and Managing Director of our former Italian subsidiary, Magnetek S.p.A. Mr. Canova asserted claims for damages in the amount of 3.5 million Euros (approximately US$4.6 million) allegedly incurred in connection with the termination of his employment at the time of the sale of our power electronics business to Power-One, Inc. ("Power-One") in October 2006. The claims against us mainly relate to a change of control agreement and a restricted stock grant. On March 8, 2012, the Court of Arezzo ruled in the Company's favor, dismissing Mr. Canova's claims against us as invalid. Mr. Canova retains the right to appeal the ruling or commence a new proceeding.
In October 2010, we received a request for indemnification from Power-One for an Italian tax matter arising out of the sale of our power electronics group to Power-One in October 2006. With a reservation of rights, we affirmed our obligation to indemnify Power-One for certain pre-closing taxes.  The sale included our Italian company, Magnetek, S.p.A., and its wholly owned subsidiary, Magnetek Electronics (Shenzhen) Co. Ltd. (the “Power-One China Subsidiary”). The tax authority in Arezzo, Italy, issued a notice of audit report in September 2010 wherein it asserted that the Power-One China Subsidiary had its administrative headquarters in Italy with fiscal residence in Italy and, therefore, is subject to taxation in Italy.  In November 2010, the tax authority issued a notice of tax assessment for the period of July 2003 to June 2004, alleging that taxes of approximately 1.9 million Euros (approximately US$2.5 million) were due in Italy on taxable income earned by the Power-One China Subsidiary during this period.  In addition, the assessment alleges potential penalties calculated at 120% of the tax amount claimed together with interest in the amount of approximately 2.6 million Euros (or approximately US$3.4 million) for the alleged failure of the Power-One China Subsidiary to file its Italian tax return.  The Power-One China Subsidiary filed its response with the provincial tax commission of Arezzo, Italy in January 2011. The tax authority in Arezzo, Italy issued a tax inspection report in January 2011 for the periods July 2002 to June 2003 and July 2004 to December 2006 claiming that the Power-One China Subsidiary failed to file Italian tax returns for the reported periods.  We believe the Italian tax claims are without merit and intend to vigorously defend against them.  
Litigation - Environmental Matters
 
From time to time, we have taken action to bring certain facilities associated with previously owned businesses into compliance with applicable environmental laws and regulations. Upon the subsequent sale of certain businesses, we agreed to indemnify the buyers against environmental claims associated with the divested operations, subject to certain conditions and

15


limitations. Remediation activities, including those related to our indemnification obligations, did not involve material expenditures during transition period 2011 or fiscal years 2011, 2010 or 2009. 
We have also been identified by the United States Environmental Protection Agency and certain state agencies as a potentially responsible party for cleanup costs associated with alleged past waste disposal practices at several previously utilized, owned or leased facilities and offsite locations. Our remediation activities as a potentially responsible party were not material in transition period 2011 or fiscal years 2011, 2010 or 2009.  Although the materiality of future expenditures for environmental activities may be affected by the level and type of contamination, the extent and nature of cleanup activities required by governmental authorities, the nature of our alleged connection to the contaminated sites, the number and financial resources of other potentially responsible parties, the availability of indemnification rights against third parties and the identification of additional contaminated sites, our estimated share of liability, if any, for environmental remediation, including our indemnification obligations, is not expected to be material.
Bridgeport, Connecticut Facility

In 1986, we acquired the stock of Universal Manufacturing Company (“Universal”) from a predecessor of Fruit of the Loom (“FOL”), and the predecessor agreed to indemnify us against certain environmental liabilities arising from pre-acquisition activities at a facility in Bridgeport, Connecticut. Environmental liabilities covered by the indemnification agreement included completion of additional cleanup activities, if any, at the Bridgeport facility and defense and indemnification against liability for potential response costs related to offsite disposal locations. Our leasehold interest in the Bridgeport facility was assigned to the buyer in connection with the sale of our transformer business in June 2001. FOL, the successor to the indemnification obligation, filed a petition for Reorganization under Chapter 11 of the Bankruptcy Code in 1999 and we filed a proof of claim in the proceeding for obligations related to the environmental indemnification agreement. We believe that FOL had substantially completed the clean-up obligations required by the indemnification agreement prior to the bankruptcy filing. In November 2001, we entered into an agreement with FOL involving the allocation of certain potential tax benefits and we withdrew our claims in the bankruptcy proceeding. We further believe that FOL's obligation to the state of Connecticut was not discharged in the reorganization proceeding.
In October 2006, Sergy Company, LLC (“Sergy”), the owner of the Bridgeport facility, filed a lawsuit in Superior Court, Fairfield, Connecticut, alleging that we are obligated to remediate environmental contamination at the facility. The case was transferred to the Complex Litigation Docket, Waterbury, Connecticut. Sergy filed an amended complaint alleging a breach of lease obligations and violation of Connecticut environmental statutory requirements, which allegations were denied in our amended answer, affirmative defenses and counterclaims.   In January 2011, we reached an agreement in principle with Sergy to resolve the lawsuit.    The court approved the settlement by way of a stipulation for judgment in compromise and settlement on September 20, 2011 which included a payment by us to Sergy in the amount of $85 thousand subject to certain holdback arrangements securing obligations of Sergy to support groundwater remedial measures.
In January 2007, the Connecticut Department of Environmental Protection (“DEP”) requested parties, including us, to submit reports summarizing the investigations and remediation performed to date at the site and the proposed additional investigations and remediation necessary to complete those actions at the site. DEP requested additional information from us relating to site investigations and remediation. We retained an environmental consultant to review and prepare reports on historical operations and environmental activities at the Bridgeport facility. In November 2009, we submitted our site summary report and proposed work plan to the DEP and in October 2010 submitted a revised work plan to the DEP.  The DEP agreed to the scope of our work plan in November 2010.  We have recorded a liability of $0.6 million related to the Bridgeport facility, representing our best estimate of site investigation costs and remediation costs which are expected to be incurred in the future. The liability is included in accrued liabilities in the consolidated balance sheet as of January 1, 2012. 
In April 2008, the Commissioner of Environmental Protection (“CTCEP”) filed an action in Superior Court, Judicial District of Hartford-New Britain at Hartford, Connecticut, seeking injunctive relief against Sergy and us, which action was commenced after Sergy cut off power to the Bridgeport facility, thereby disabling a groundwater pump and treatment system previously installed by FOL and operated by us. Although we entered into a stipulation with Sergy relating to the start-up and operation of the groundwater pump and treatment system, the CTCEP filed a request to amend the complaint to assert additional claims and to seek further remedies, including injunctive relief and civil penalties, for alleged failure to investigate and remediate pollution under the Connecticut Transfer Act.  In September 2008, the Hartford Court ordered the case transferred to the Waterbury Court. The lawsuit against us was settled with the CTCEP by means of a stipulation for judgment in compromise and settlement which was approved by the court in November 2010.  The stipulation, which included payment by us to the CTCEP of $5 thousand, resolves all liability for past activities and requires us to conduct limited additional investigation pursuant to an approved work plan.
    

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FOL's inability to satisfy its remaining obligations to the state of Connecticut related to the Bridgeport facility and any offsite disposal locations, or the discovery of additional environmental contamination at the Bridgeport facility could have a material adverse effect on our financial position, cash flows or results of operations.
ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
On December 20, 2011, our common stock began trading on The NASDAQ Global Market under the symbol "MAG". Prior to December 20, 2011, our common stock was listed and traded on the New York Stock Exchange under the ticker symbol “MAG.”  As of February 20, 2012, there were 160 record holders of Magnetek’s common stock.
All references to numbers of common shares and per-share information in this Transition Report on Form 10-K have been adjusted retroactively to reflect the Company’s one for ten reverse stock split, which became effective December 5, 2011.     
The following table sets forth the high and low sales prices of our common stock during each quarter of the six-month transition period ended January 1, 2012, and each of our two most recent fiscal years:

Transition Period 2011
High
 
Low
Second Quarter
$
12.30

 
$
7.50

First Quarter
19.40

 
9.10

Fiscal Year 2011
 
 
 
Fourth Quarter
$
23.50

 
$
14.30

Third Quarter
26.00

 
13.40

Second Quarter
14.70

 
11.10

First Quarter
13.60

 
8.40

Fiscal Year 2010
 
 
 
Fourth Quarter
$
21.50

 
$
9.90

Third Quarter
17.50

 
13.40

Second Quarter
20.10

 
12.00

First Quarter
17.50

 
13.20

 
We have not paid any cash dividends on our common stock and do not anticipate paying cash dividends in the near future.  Our ability to pay dividends on our common stock is restricted by provisions in our 2007 revolving loan agreement, as amended, which provides that we may not declare or pay any dividend or make any distribution with respect to our capital stock.
There were no unregistered sales of equity securities during transition period 2011.
 
Securities Authorized for Issuance Under Equity Compensation Plans 
 
The information required by this Item 5 is hereby incorporated by reference to the section of the Company's 2012 Proxy Statement entitled "Equity Compensation Plan Information Table."  
 
Stock Performance Graph – Return to Shareholders
 
The table and line graph shown below compare the cumulative total return for the last five years and six months to holders of Magnetek common stock with the cumulative total return of the Russell 2000 Index and the NASDAQ Electronics Components index.
 
    


17


The table and line graph below assume an investment of $100 in the Company’s common stock and in each of the comparison groups beginning June 30, 2006, and assumes the reinvestment of all dividends.  The stock price performance information shown below should not be considered indicative of potential future stock price performance.

 
 
Jun-06
 
Jun-07
 
Jun-08
 
Jun-09
 
Jun-10
 
Jun-11
 
Dec-11
Magnetek, Inc.
 
100.00

 
190.74

 
156.67

 
51.48

 
34.07

 
67.41

 
31.89

Russell 2000
 
100.00

 
116.43

 
97.58

 
73.17

 
88.89

 
122.15

 
110.21

NASDAQ Electronic Components
 
100.00

 
118.04

 
105.90

 
77.84

 
93.07

 
117.79

 
104.75



Issuer Purchases of Equity Securities

We did not purchase any of our common stock during the six-month transition period ended January 1, 2012.  


ITEM 6.  SELECTED FINANCIAL DATA
 
The following table sets forth selected historical financial data for Magnetek, Inc. for the six-month transition period ended January 1, 2012, and the previous five fiscal years.  The financial data presented below is derived from our audited consolidated financial statements except for the information provided for the six-month period ended January 2, 2011.  For additional information, see our financial statements and the notes thereto included elsewhere in this Transition Report on Form

18


10-K.  The following table should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.

Statement of Operations Data
 
Six Months Ended
 
Fiscal Year Ended
 
 
January 1,
 
January 2,
 
July 3,
 
June 27,
 
June 28,
 
June 29,
 
July 1,
 
 
2012
 
2011
 
2011
 
2010
 
2009
 
2008
 
2007
(Amounts in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
58,721

 
$
50,943

 
$
109,832

 
$
80,571

 
$
98,221

 
$
100,039

 
$
87,739

Gross profit
 
20,333

 
16,014

 
35,157

 
24,128

 
33,324

 
29,444

 
28,097

Gross profit %
 
34.6
%
 
31.4
%
 
32.0
%
 
29.9
%
 
33.9
%
 
29.4
%
 
32.0
%
Income (loss) from operations
 
$
4,880

 
$
2,326

 
$
5,446

 
$
(2,314
)
 
$
6,146

 
$
6,783

 
$
(702
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss):
 
 
 
 
 
 

 
 

 
 

 
 

 
 

Continuing operations
 
$
4,331

 
$
2,040

 
$
4,817

 
$
(3,158
)
 
$
4,969

 
$
6,535

 
$
(2,770
)
Discontinued operations
 
(39
)
 
(533
)
 
(1,154
)
 
(1,943
)
 
(1,686
)
 
3,484

 
(5,222
)
Net income (loss)
 
$
4,292

 
$
1,507

 
$
3,663

 
$
(5,101
)
 
$
3,283

 
$
10,019

 
$
(7,992
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (loss) per common share - basic
 
 
 
 
 
 

 
 

 
 

 
 

 
 

Continuing operations
 
$
1.38

 
$
0.65

 
$
1.54

 
$
(1.02
)
 
$
1.61

 
$
2.15

 
$
(0.94
)
Discontinued operations
 
$
(0.01
)
 
$
(0.17
)
 
$
(0.37
)
 
$
(0.63
)
 
$
(0.55
)
 
$
1.15

 
$
(1.77
)
Net Income (loss)
 
$
1.36

 
$
0.48

 
$
1.17

 
$
(1.64
)
 
$
1.06

 
$
3.30

 
$
(2.71
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (loss) per common share - diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
1.35

 
$
0.65

 
$
1.51

 
$
(1.02
)
 
$
1.61

 
$
2.14

 
$
(0.94
)
Discontinued operations
 
$
(0.01
)
 
$
(0.17
)
 
$
(0.37
)
 
$
(0.63
)
 
$
(0.55
)
 
$
1.14

 
$
(1.77
)
Net Income (loss)
 
$
1.34

 
$
0.48

 
$
1.15

 
$
(1.64
)
 
$
1.06

 
$
3.28

 
$
(2.71
)

Balance Sheet Data
 
Six Months Ended
 
Fiscal Year Ended
 
 
January 1,
 
January 2,
 
July 3,
 
June 27,
 
June 28,
 
June 29,
 
July 1,
(Amounts in thousands)
 
2012
 
2011
 
2011
 
2010
 
2009
 
2008
 
2007
 
 
 
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
92,005

 
$
77,626

 
$
85,433

 
$
76,100

 
$
84,080

 
$
91,547

 
$
104,738

Long-term debt, including current portion
 

 

 

 
4

 
15

 
21

 
32

Other long term obligations
 
1,517

 
1,322

 
1,318

 
1,461

 
1,615

 
1,947

 
1,709

Pension benefit obligations
 
98,108

 
72,345

 
61,382

 
77,914

 
76,849

 
37,638

 
15,965

Stockholders' equity (deficit)
 
(35,745
)
 
(18,347
)
 
(4,462
)
 
(23,937
)
 
(11,291
)
 
29,801

 
41,473








19


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Change in Fiscal Year
 
In August 2011, subsequent to the end of fiscal 2011, we made the decision to change our fiscal year, which historically ended on the Sunday nearest June 30, to the calendar year, with future fiscal years ending on the Sunday nearest December 31.  We feel this change will better align our business with customer spending patterns, will allow for enhanced comparability of our results with those of our peers, and will also increase our administrative efficiency by balancing our workload more evenly throughout the year.  As a result, we are filing this Transition Report on Form 10-K for the six-month transition period from July 4, 2011, through January 1, 2012 ("transition period 2011"). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and accompanying notes included in Item 8 of this Transition Report on Form 10-K.

Overview
 
We are a global provider of digital power control systems that are used to control motion and power primarily in material handling, elevator, mining and renewable energy applications.  Our digital power control systems serve the needs of selected niches of traditional and emerging markets that are becoming increasingly dependent on “smart” power. We are North America's largest independent supplier of digital drives, radio controls, software and accessories for industrial cranes and hoists, and we are also the largest independent supplier of digital DC motion control systems for elevators. Customers include most of the industrial crane and hoist companies in North America and the world's leading elevator builders. In addition, we have a growing range of products for energy delivery applications, including motion control systems for mining equipment and power inverters for renewable energy applications. We are focused on providing our customers cost-effective power solutions that will improve efficiency, reduce costs, and save energy. Other trends in our served markets we believe we can capitalize on include the adoption of wireless control solutions, modernization and upgrade of installed equipment, and an increasing desire in our markets for added features, enhanced performance, and safer workplace environments. We believe that with our focus on innovation and our application expertise, combined with strong brand name recognition, broad product offerings and sales channel capabilities, we are well positioned to grow our business by gaining share in both our served markets as well as in new markets.  Our operations are located in North America, predominantly in Menomonee Falls, Wisconsin, our Company headquarters.
 
Our product offerings for material handling applications include innovative power control systems, radio remote controls, and braking, collision-avoidance, and electrification subsystems, sold primarily to OEMs of overhead cranes and hoists.  While we sell primarily to OEMs of overhead cranes and hoists, we spend a great deal of effort understanding the needs of end users to gain specification. We can combine our products with engineered services to provide complete customer-specific systems solutions. A primary driver of our growth in this market is our ability to improve our customers' operations and provide them with quantifiable, and in many cases, significant returns on invested capital.
 
Our product offerings for elevator applications are comprised of highly integrated subsystems and drives used to control motion primarily in high rise, high speed elevator applications.  Our products are sold mainly to elevator OEMs and we have a significant share of the available market for DC drives and subsystems used in high-rise elevators. We believe we have opportunities for growth in available elevator markets by introducing new energy-saving product offerings for both AC and DC

applications, expanding the breadth of our product offerings for lower performance AC applications, and using our new product offerings to expand geographically.
 
Our product offerings for energy delivery applications include power inverters for renewable energy applications, primarily wind turbines, as well as AC and DC drives for mining applications.  We believe that energy needs will continue to grow significantly for the foreseeable future, and with our product offerings, we are well positioned to capitalize on that growth whether it be in the form of traditional coal-based sources or from renewable energy sources. We have a wide variety of product offerings which are engineered to efficiently use available power, or which convert energy to usable power in an energy efficient manner. We have been a leading supplier of AC and DC digital motion control systems to underground coal mining equipment manufacturers for over 30 years. More recently we've developed and introduced power inverters which convert DC power from renewable energy sources such as wind to utility-grade AC power. We believe there are revenue growth opportunities in the utility-scale solar market, which is expected to grow rapidly in North America as solar power becomes increasingly competitive from a cost standpoint with more traditional methods of power generation. Accordingly, we’ve strategically allocated additional resources toward the ongoing development of utility-scale power inverters for the solar market in an effort to shift our renewable sales mix in the future from wind to solar through a more diverse product offering.

20


 
We intend to continue to build on our competitive strengths in established material handling, elevator, and mining markets and continue to invest in research and development to expand our product portfolio aimed at penetrating growing and emerging markets for digital power-based systems, such as renewable energy, particularly in the utility-scale solar market. We intend to continue to pursue internal growth opportunities in our core product lines, seeking to increase our market share, enter new markets, and expand our current business model geographically.

Continuing Operations
 
We focus on a variety of key indicators to monitor our business performance.  These indicators include order rates, sales growth, gross profit margin, operating profit margin, net income, earnings per share, and working capital and cash flow measures.   These indicators are compared to our operating plans as well as to our prior year actual results, and are used to measure our success relative to our objectives.  Our Company objectives are to grow sales at least 10% on a year-over year basis, to achieve 30% gross margins and 10% operating profit margins, and to generate sufficient cash flow to fund our growth initiatives, our operations and our obligations.

Throughout calendar year 2011, we experienced improving conditions and increasing demand in most of our major served markets, mainly in traditional industrial markets.  Accordingly, both our sales and operating results for the six-month transition period 2011 improved significantly over prior year levels.  Our sales increased 15% to $58.7 million in transition period 2011 from $50.9 million in the first six months of fiscal 2011.  Sales of products with material handling applications, our largest served market, continued to grow in transition period 2011, and increased over 40% to more than $39 million over the comparable period last year.  Sales of control systems for mining applications increased more than 45% in transition period 2011 over the comparable period last year, growing to nearly $5 million in the six months ended January 1, 2012. The main exception to our continued growth was in renewable energy, where our primary wind customer rescheduled shipments based upon a slowdown in their business. Aside from that customer-specific issue, we experienced healthy year-over-year sales growth in our material handling, elevator and mining markets.

Transition period 2011 gross profit increased to $20.3 million, or 34.6% of sales, compared to $16.0 million, or 31.4% of sales in the first six months of fiscal 2011.  We reported pre-tax income from operations of $4.9 million, or more than 8% of sales, in transition period 2011 compared to prior year pre-tax income from operations of $2.3 million, due mainly to higher sales volumes in each of our primary served markets except for renewable energy.  Diluted earnings per share from continuing operations more than doubled to $1.35 per share in transition period 2011 compared to $0.65 per share in the first six months of fiscal 2011. In addition, our cash balances increased more than $8 million during transition period 2011, as we prudently deployed our resources and effectively managed our assets. In summary, our financial performance was quite strong during transition period 2011, as we achieved our sales growth and gross margin objectives, while falling just short of our operating profit margin objective.

We also executed a number of other initiatives quite well during transition period 2011. We received approval of our application for a pension funding waiver in October 2011, which enabled us to strengthen our balance sheet by increasing our cash reserves. We executed a reverse stock split and transferred our listing from the NYSE to the NASDAQ. We extended our credit facility to June 2013 and increased our availability under the facility to $12.5 million from $7.5 million. We favorably resolved all outstanding legal matters related to a long-standing patent issue. Finally, development of our utility-scale solar inverter was completed late in transition period 2011, and we received UL certification of the product early in 2012. Throughout all of this, we maintained our focus on profitable growth, and we entered 2012 with strong momentum, no liquidity concerns, and more alternatives to create value for our shareholders.

Our incoming order rate was quite strong for most of the second quarter of transition period 2011, but as expected, softened slightly over the year-end holiday period.  Demand levels have recently regained momentum and are particularly strong in our traditional served industrial markets, mainly for products with material handling and mining applications. Manufacturing remains one of the areas of strength in the U.S. economy, and we expect manufacturing activity and demand in our served industrial markets to continue to grow during 2012. Our declining incoming order rate for wind inverters during transition period 2011 is indicative of the challenging conditions that have persisted in the wind market for some time, and we expect conditions in the wind market to remain soft for the foreseeable future. As a result, we believe the North American solar market offers us better growth opportunities in renewable energy, particularly at the large-scale end of the market, and we've made steady progress toward entering the market in 2012.

Current forecasts indicate the U.S. economic recovery is continuing at a moderate pace, and we believe overall economic conditions in our end markets remain quite healthy. Macro-economic conditions remain dynamic and fragile, and as

21


a result, it remains challenging to predict the duration or the magnitude of the current economic recovery, whether in the U.S. overall or in the specific end markets we serve. However, barring a significant decline in demand in our served markets, we expect that we can continue to grow our business through a combination of new product introductions, market share gains, and entry into new markets. Throughout 2012, we intend to focus our development and marketing efforts on organic sales growth opportunities across all product lines, and are executing actions to prudently expand our reach into new end markets and geographical areas. We also plan to continue to tightly control our operating expenses to optimize operating leverage and grow our income and cash flow.

Discontinued Operations
 
The operating results of our previously owned Telecom Power Systems (“TPS”) business, divested in the first quarter of fiscal 2009, along with certain expenses related to other previously divested businesses have also been classified as discontinued operations in the accompanying consolidated financial statements and footnotes for all periods presented (see Note 2 of Notes to Consolidated Financial Statements under Item 8).  Expenses related to previously divested businesses have historically included certain environmental matters, asbestos claims and product liability claims (see Note 11 of Notes to Consolidated Financial Statements under Item 8).   All of these issues relate to businesses we no longer own and most relate to indemnification agreements that we entered into when we divested those businesses.
 
Going forward, our results of discontinued operations may include additional costs incurred related to businesses no longer owned, and may include additional costs above those currently estimated and accrued related to the divestiture of our TPS business and our power electronics business, which was divested in October 2006.
 
Critical Accounting Policies
 
Our accounting policies are more fully described in Note 1 of Notes to Consolidated Financial Statements under Item 8.  As disclosed in Note 1, the preparation of financial statements in conformity with accounting principles generally accepted in the United States requires estimates and judgments by management that affect the reported amount of assets and liabilities, revenues, expenses, and related disclosures. Such estimates are based upon historical experience and other assumptions believed to be reasonable given known circumstances.  Actual results could differ from those estimates.  On an ongoing basis, we evaluate and update our estimates, and we believe the following discussion addresses our policies which are most critical to understanding our financial position and results of operations and which require our most complex judgments.
 
Accounts Receivable
 
Accounts receivable represent amounts due from customers in the ordinary course of business.  We are subject to losses from uncollectible receivables in excess of our allowances.  We maintain allowances for doubtful accounts for estimated losses from customers’ inability to make required payments.  In order to estimate the appropriate level of this allowance, we analyze historical bad debts, customer concentrations, current customer creditworthiness, current economic trends and changes in customer payment patterns.  Our total allowance includes a specific allowance based on identification of customers where we feel full payment is in doubt, as well as a general allowance calculated based on our historical losses on accounts receivable as a percentage of historical sales.  We believe that our methodology has been effective in accurately quantifying our allowance for doubtful accounts and do not anticipate changing our methodology in the future.  However, if the financial condition of any of our customers was to deteriorate and impair their ability to make payments, additional allowances may be required in future periods.  We believe that all appropriate allowances have been provided.
 
Inventories
 
Our inventories are stated at the lower of cost or market.  Cost is determined by the first-in, first-out ("FIFO") method, including material, labor and factory overhead.  We identify potentially obsolete and excess inventory by evaluating overall inventory levels in relation to expected future requirements and market conditions, and provisions for excess and obsolete inventory and inventory valuation are recorded accordingly.  Items with no usage for the past 12 months and no expected future usage are considered obsolete, and are disposed of or fully reserved.  Reserves for excess inventory are determined based upon historical and anticipated usage as compared to quantities on hand.  Excess inventory is defined as inventory items with on-hand quantities in excess of one year’s usage and specified percentages are applied to the excess inventory value in determining the reserve.  Our assumptions have not changed significantly in the past, and are not likely to change in the future.  We believe that our assumptions regarding inventory valuation have been accurate in the past and believe that all appropriate reserves for excess and obsolete inventory have been provided.
 


22


Long-Lived Assets and Goodwill
 
We periodically evaluate the recoverability of our long-lived assets, including property, plant and equipment. Impairment charges are recorded in operating results when the undiscounted future expected cash flows derived from an asset are less than the carrying value of the asset.
 
We are required to perform annual impairment tests of our goodwill, and may be required to test more frequently in certain circumstances.  We have elected to perform our annual impairment test in the fourth quarter of our fiscal year.  Per Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Others, the best evidence of fair value are quoted prices in active markets.  Accordingly, we believe that our market capitalization is the best indication of fair value.  No impairments were recognized in long-lived assets or goodwill during transition period 2011 or for the fiscal years ended July 3, 2011, June 27, 2010, and June 28, 2009.
 
Pension Benefits
 
We sponsor a defined benefit plan that was frozen in 2003 which covers primarily former employees in the U.S.  The valuation of our pension plan requires the use of assumptions and estimates that attempt to anticipate future events to develop actuarial valuations of expenses, assets and liabilities.  These assumptions include discount rates, expected rates of return on plan assets, and mortality rates.
 
We consider market conditions, including changes in investment returns and interest rates, in making these assumptions.  Our plan assets are comprised mainly of common stock and bond funds.  The expected rate of return on plan assets is a long-term assumption and is generally not changed on an annual basis.  The expected rate of return on plan assets used in determining pension expense was 8.25% in transition period 2011, 8.5% in fiscal 2011 and 9.0% in fiscal 2010 and 2009.  In determining periodic pension expense for fiscal 2012, we intend to use an expected rate of return on plan assets of 8.25%.
 
The discount rate reflects the market for high-quality fixed income debt instruments and is subject to change each year.  As of January 1, 2012, the discount rate used to determine the benefit obligation was 4.05% as compared to 5.15% as of July 3, 2011, and 5.10% as of June 27, 2010.

Changes in assumptions typically result in actuarial gains or losses that are amortized over future accounting periods in accordance with the methods specified in ASC Topic 715, Employers’ Accounting for Pensions.  Similarly, if our actual return on plan assets varies from our expected return on plan assets, this also results in actuarial gains or losses that are amortized to pension expense over future accounting periods.  Mainly as a result of a continuing decline in the discount rate and lower than expected returns on plan assets during transition period 2011, our fiscal year 2012 pension expense is expected to increase by approximately $0.3 million per quarter from transition period 2011.  Significant differences between our assumptions and actual future investment returns or discount rates could have a material impact on our financial position or results of operations and related funding requirements.
 
Reserves for Contingencies
 
We periodically record the estimated impact of various conditions, situations or circumstances involving uncertain outcomes.  The accounting for such events is prescribed under ASC Topic 450, Contingencies.  ASC Topic 450 defines a contingency as an existing condition, situation, or set of circumstances involving uncertainty as to possible gain or loss to an entity that will ultimately be resolved when one or more future events occur or fail to occur.
 
ASC Topic 450 does not permit the accrual of gain contingencies under any circumstances.  For loss contingencies, the loss must be accrued if information is available that indicates it is probable that the loss has been incurred, given the likelihood of uncertain events, and the amount of the loss can be reasonably estimated.
 
The accrual of a contingency involves considerable judgment and we use our internal expertise and outside experts, as necessary, to help estimate the probability that a loss has been incurred and to assist in determining the amount or range of the loss.  In those circumstances where we determined that it was probable that a loss had been incurred, our estimates of the amount of loss have been reasonably accurate.
 




23


Income Taxes
     
We operate in several taxing jurisdictions and are subject to a variety of income and related taxes.  Judgment is required in determining our provision for income taxes and related tax assets and liabilities.  We believe we have reasonably estimated our tax positions for all jurisdictions for all open tax periods.  However, it is possible that, upon closure of our tax periods, our final tax liabilities could differ from our estimates.
 
We record deferred income tax assets in tax jurisdictions where we generate losses for income tax purposes.  We also record valuation allowances against these deferred tax assets in accordance with ASC Topic 740, Income Taxes, when in our judgment, the deferred income tax assets will likely not be realized in the foreseeable future.
 
Since fiscal 2002, we have provided valuation reserves against our U.S. deferred tax assets that result in a net deferred tax liability position.  A portion of our deferred tax liability relates to tax-deductible amortization of goodwill that is no longer amortized for financial reporting purposes. Under applicable accounting rules, such deferred tax liabilities are considered to have an indefinite life and are therefore ineligible to be considered as a source of future taxable income in assessing the realization of deferred tax assets.
 
Results of Operations for the Six Months Ended January 1, 2012, Compared with the Six Month Ended January 2, 2011

Net Sales and Gross Profit
 
Net sales increased 15% to $58.7 million for the six months ended January 1, 2012 from sales of $50.9 million for the six months ended January 2, 2011. The increase in net sales was due primarily to higher sales of products for material handling applications, which increased $11.6 million, and higher sales of products for mining applications, which increased $1.5 million. These sales increases were partially offset by lower sales of power inverters for wind turbine applications, which decreased by $5.9 million for the six months ended January 1, 2012, as compared to the same period last year.  Net sales by primary market were as follows, in millions:
 
Six Months Ended
 
January 1, 2012
 
January 2, 2011
 
 
Sales
 
% of Sales
 
Sales
 
% of Sales
 
 
 
 
 
 
(unaudited)
 
 
Material handling
 
$
39.2

 
67
%
 
$
27.6

 
54
%
Elevator motion control
 
11.6

 
20
%
 
11.0

 
22
%
Energy systems
 
7.9

 
13
%
 
12.3

 
24
%
Total net sales
 
$
58.7

 
100
%
 
$
50.9

 
100
%
 
Gross profit for the six months ended January 1, 2012, increased to $20.3 million (34.6% of sales) from $16.0 million (31.4% of sales) in the comparable prior year period. The increase in gross profit for six months ended January 1, 2012, was primarily due to sales of relatively higher margin material handling and mining products.

Operating Expenses
 
Operating expenses are comprised of R&D expense, pension expense, and selling, general and administrative (“SG&A”) expenses.  R&D expense was $2.1 million for the six months ended January 1, 2012, or 3.6% of sales, comparable to R&D expense for the six months ended January 2, 2011.  
 
Pension expense for the six months ended January 1, 2012, decreased to $2.7 million from $3.3 million in the same period last year due to higher than expected returns on assets realized in fiscal 2011 as well as a decrease in the interest cost component of pension expense due to declining interest rates.
 
SG&A expense was $10.6 million, or 18.1% of sales, for the six months ended January 1, 2012, compared to $8.3 million, or 16.3% of sales, for the six months ended January 2, 2011.  Selling expenses were $5.5 million, or 9.4% of sales, for the six months ended January 1, 2012, compared to $4.3 million, or 7.3% of sales, for the prior year comparable period.  The increase in selling expense was due to higher sales commission expense, increased payroll costs from headcount additions, and higher discretionary spending.  General and administrative (“G&A”) expense increase to $5.1 million for the six months ended


24


January 1, 2012, from $4.0 million for the six months ended January 2, 2011, due to higher incentive compensation provisions, increases in other payroll-related costs and higher professional fees.
 
Income from Operations
 
Income from operations was $4.9 million for the six months ended January 1, 2012, compared to income from operations of $2.3 million for the six months ended January 2, 2011.  The increase in income from operations for the six months ended January 1, 2012, was primarily due to higher sales volume and lower pension expense, partially offset by higher SG&A costs.
 
Interest Income and Expense
 
Interest income was negligible for each of the six month periods ended January 1, 2012, and January 2, 2011. 
 
Provision for Income Taxes
 
We recorded a tax provision of $0.5 million for the six months ended January 1, 2012, and $0.3 million for the six months ended January 2, 2011, mainly due to non-cash deferred tax provisions of $0.5 million recorded in each period related to changes in deferred tax liabilities from goodwill amortization.  The remainder of our provision or benefit for income taxes is comprised of provisions or benefit for income taxes on our pretax operating results in Canada (see Note 10 of Notes to Consolidated Financial Statements under Item 8).
 
Income from Continuing Operations
 
For the six months ended January 1, 2012, we recorded income from continuing operations of $4.3 million, or $1.35 per share, compared to income from continuing operations of $2.0 million for the six months ended January 2, 2011, or $0.65 per share, on a diluted basis.
 
Loss from Discontinued Operations
 
We recorded a slight loss from discontinued operations for the six months ended January 1, 2012, or a $0.01 loss per share on a diluted basis, compared to a loss from discontinued operations of $0.5 million, or a $0.17 loss per share on a diluted basis for the six months ended January 2, 2011.
 
Our loss from discontinued operations for the six month periods ended January 1, 2012, and January 2, 2011, related entirely to previously divested businesses, comprised mainly of legal and professional fees incurred in various matters (see Note 2 of Notes to Consolidated Financial Statements under Item 8).
 
Net Income
 
We recorded net income for the six months ended January 1, 2012, of $4.3 million, or $1.34 per share on a diluted basis, compared to net income of $1.5 million, or $0.48 per share, on a diluted basis for the six months ended January 2, 2011.

Results of Operations for Year Ended July 3, 2011, Compared with Year Ended June 27, 2010
 
Net Sales and Gross Profit
 
Net sales increased 36% to $109.8 million in fiscal 2011 from $80.6 million in fiscal 2010.  The increase in net sales in fiscal 2011 was due primarily to higher sales of products for material handling applications of $12.8 million and higher sales of products for energy delivery applications of $10.6 million, primarily inverters for wind turbine applications.  Net sales by market were as follows, in millions:


25


Fiscal Year Ended
 
July 3, 2011
 
June 27, 2010
 
 
Sales
 
% of Sales
 
Sales
 
% of Sales
Material handling
 
$
59.1

 
54
%
 
$
46.3

 
57
%
Elevator motion control
 
22.9

 
21
%
 
18.9

 
23
%
Energy systems
 
27.8

 
25
%
 
15.4

 
20
%
Total net sales
 
$
109.8

 
100
%
 
$
80.6

 
100
%
 
Gross profit in fiscal 2011 increased to $35.2 million (32.0% of sales) from $24.1 million (29.9% of sales) in fiscal 2010.  The $11.1 million increase in gross profit in fiscal 2011 was primarily due to sales of relatively higher margin material handling products and increased sales of wind power inverters.

Operating Expenses
 
Operating expenses are comprised of R&D expense, pension expense, and SG&A expenses.  R&D expense was $4.4 million in fiscal 2011, or 4.0% of sales, compared to $3.8 million, or 4.7% of sales, in fiscal 2010.  The increased spending in R&D expense in fiscal 2011 as compared to fiscal 2010 reflects higher payroll expenses and development costs incurred in new product introductions.
 
Pension expense in fiscal 2011 decreased to $6.5 million from $8.2 million in fiscal 2010 due to higher than expected returns on assets realized in fiscal 2010 as well as a decrease in the interest cost component of pension expense due to declining interest rates.
 
SG&A expense was $18.9 million, or 17.2% of sales, in fiscal 2011 compared to $14.4 million, or 17.9% of sales, in fiscal 2010.  Selling expenses were $9.2 million, or 8.4% of sales, in fiscal 2011, compared to $7.8 million, or 9.7% of sales, in fiscal 2010.  The increase in selling expenses was due to higher commissions of $0.7 million, increased payroll costs from headcount additions in fiscal 2011, and higher discretionary spending.  G&A expense was $9.7 million in fiscal 2011 compared to $6.6 million in fiscal 2010.  The increase in G&A expense in fiscal 2011 as compared to fiscal 2010 was mainly due to higher incentive compensation provisions,  increases in other payroll-related costs and higher professional fees.
 
Income (Loss) from Operations
 
Income from operations was $5.4 million in fiscal 2011, compared to a loss from operations of $2.3 million in fiscal 2010.  The increase in income from operations in fiscal 2011 as compared to fiscal 2010 was primarily due to higher sales volume and lower pension expense, partially offset by higher SG&A costs.
 
Interest Income and Expense
 
Interest income was negligible in both fiscal 2011 and 2010. 
 
Provision for Income Taxes
 
We recorded a tax provision of $0.6 million in fiscal 2011 and $0.9 million in fiscal 2010, mainly due to non-cash deferred tax provisions of $1.0 million in fiscal 2010 and 2009, respectively, related to changes in deferred tax liabilities from goodwill amortization.  The remainder of our provision or benefit for income taxes is comprised of provisions or benefit for income taxes on our pretax operating results in Canada (see Note 10 of Notes to Consolidated Financial Statements under Item 8).
 
Income (Loss) from Continuing Operations
 
In fiscal 2011, we recorded income from continuing operations of $4.8 million, or $1.51 per share, compared to a loss from continuing operations of $3.2 million in fiscal 2010, or $1.02 per share, on a diluted basis.
 
Loss from Discontinued Operations
 
We recorded a loss from discontinued operations in fiscal 2011 of $1.2 million, or a $0.37 loss per share on a diluted basis compared to a fiscal 2010 loss from discontinued operations of $1.9 million, or a $0.63 loss per share on a diluted basis.
 

26


Our loss from discontinued operations in fiscal 2011 related entirely to previously divested businesses, comprised mainly of legal and professional fees incurred in various matters.
 
Our loss from discontinued operations in fiscal 2010 included a loss of $0.2 million on the September 2008 disposal of our TPS business, and costs of $1.7 million loss related to previously divested businesses, comprised mainly of legal and professional fees incurred in various environmental matters.
 
Net Income (Loss)
 
We recorded net income in fiscal 2011 of $3.7 million, or $1.17 per share on a diluted basis, compared to a net loss in fiscal 2010 of $5.1 million, or a $1.64 loss per share, on a diluted basis.
 
Results of Operations for Year Ended June 27, 2010, Compared with Year Ended June 28, 2009
 
Net Sales and Gross Profit
 
Net sales decreased 18% to $80.6 million in fiscal 2010 from $98.2 million in fiscal 2009.  The decrease in net sales in fiscal 2010 was due primarily to decreased sales of products for material handling applications of $20.7 million and elevator motion control of $1.0 million, partially offset by higher sales of products for energy delivery applications, primarily inverters for wind turbine applications.  Net sales by market were as follows, in millions:
 
Fiscal Year Ended
 
June 27, 2010
 
June 28, 2009
 
 
Sales
 
% of Sales
 
Sales
 
% of Sales
Material handling
 
$
46.3

 
57
%
 
$
67.0

 
68
%
Elevator motion control
 
18.9

 
23
%
 
19.9

 
20
%
Energy systems
 
15.4

 
20
%
 
11.3

 
12
%
Total net sales
 
$
80.6

 
100
%
 
$
98.2

 
100
%
 
Gross profit in fiscal 2010 decreased to $24.1 million (29.9% of sales) from $33.3 million (33.9% of sales) in fiscal 2009.  The $9.2 million decrease in gross profit in fiscal 2010 was primarily due to decreased sales of relatively higher margin material handling products, partially offset by increased sales of wind inverters.

Operating Expenses
 
R&D expense was $3.8 million in fiscal 2010, or 4.7% of sales, compared to $3.5 million, or 3.6% of sales, in fiscal 2009.  The increased spending in R&D expense in fiscal 2010 as compared to fiscal 2009 reflected higher payroll-related costs incurred in new product introductions.
 
Pension expense in fiscal 2010 increased to $8.2 million from $3.4 million in fiscal 2009 due to lower than expected returns on assets realized in fiscal 2009 as well as an increase in the amortization of unrecognized actuarial losses related to our pension plan.
 
SG&A expense was $14.4 million, or 17.9% of sales, in fiscal 2010 compared to $20.3 million, or 20.6% of sales, in fiscal 2009.  Selling expenses were $7.8 million, or 9.7% of sales, in fiscal 2020, compared to $9.7 million, or 9.9% of sales, in fiscal 2009.  The decrease in selling expenses was due to lower commissions of $1.0 million and reduced payroll costs from headcount reductions enacted during fiscal 2009 and 2010.  G&A expense was $6.6 million in fiscal 2010 compared to $10.6 million in fiscal 2009.  The decrease in G&A expense in fiscal 2010 as compared to fiscal 2009 was mainly due to lower incentive compensation as well as lower salaries & benefits from cost reduction actions implemented in fiscal 2009 and fiscal 2010.  In addition, fiscal 2009 G&A expense included severance costs of $1.0 million related to management reorganization actions (see Note 9 of Notes to Consolidated Financial Statements under Item 8).
 
Income (Loss) from Operations
 
Our loss from operations was $2.3 million in fiscal 2010, compared to income from operations of $6.1 million in fiscal 2009.  The decrease in income from operations in fiscal 2010 as compared to fiscal 2009 was primarily due to lower sales volume and higher pension expense, partially offset by lower SG&A costs.
 

27


Interest Income and Expense and Other Expense
 
Interest income was negligible in fiscal 2010 and $0.1 million in fiscal 2009.  The decrease in interest income in fiscal 2010 as compared to fiscal 2009 was mainly due to lower interest rates earned on cash balances during fiscal 2010.
 
Provision for Income Taxes
 
We recorded a tax provision of $0.9 million in fiscal 2010 and $1.3 million in fiscal 2009, mainly due to non-cash deferred tax provisions of $1.0 million in fiscal 2010 and 2009, respectively, related to changes in deferred tax liabilities from goodwill amortization.  The remainder of our provision for income taxes was comprised of provisions for income taxes on our pretax income in Canada (see Note 10 of Notes to Consolidated Financial Statements under Item 8).
 
Income (Loss) from Continuing Operations
 
In fiscal 2010, we recorded a loss from continuing operations of $3.2 million, or $1.02 per share on a diluted basis, compared to income from continuing operations of $5.0 million in fiscal 2009, or $1.61 per share on a diluted basis.
 
Income (Loss) from Discontinued Operations
 
We recorded a loss from discontinued operations in fiscal 2010 of $1.9 million, or a $0.63 loss per share on a diluted basis compared to a fiscal 2009 loss from discontinued operations of $1.7 million, or $0.55 per share on a diluted basis.
 
Our loss from discontinued operations in fiscal 2010 included a loss of $0.2 million on the September 2008 disposal of our TPS business, and costs of $1.7 million loss related to previously divested businesses, comprised mainly of legal and professional fees incurred in various environmental matters.
 
Our loss from discontinued operations in fiscal 2009 included a loss from termination of a lease agreement of $1.0 million, expenses related to previously divested businesses of $0.8 million, a loss on the September 2008 disposal of our TPS business of $0.3 million, and losses in our TPS business prior to its disposal of $0.1 million, partially offset by a settlement gain of $0.5 million from a previous agreement with Federal-Mogul Corporation.

Net Income (Loss)
 
We recorded a net loss in fiscal 2010 of $5.1 million, or $1.64 per share, on both a basic and diluted basis, compared to fiscal 2009 net income of $3.3 million, or $1.06 per share on both a basic and diluted basis.
 
Liquidity and Capital Resources
 
Our unrestricted cash and cash equivalent balance increased $8.3 million during our six-month transition period 2011, from $12.3 million at July 3, 2011, to $20.6 million at January 1, 2012.  Restricted cash balances remained unchanged during the transition period at $0.3 million.   The primary source of cash during transition period 2011 was income from continuing operations of $8.9 million, which included non-cash charges for depreciation, amortization, pension, stock compensation and deferred income tax provisions, and cash from net reductions in operating assets and liabilities of $3.1 million.  Our accounts receivable decreased during transition period 2011 by $1.5 million, partially due to lower sales volume and partially due to a reduction in our accounts receivable days sales outstanding, which decreased as of the end of the transition period 2011 to 51.4 days from 53.2 days at the end of the fourth quarter of fiscal 2011.  Inventories decreased during transition period 2011 by $0.6 million, mainly due to a $2.5 million reduction in sales volume for the three month period ended January 1, 2012, as compared to the three months ended July 3, 2011. Current liabilities increased during transition period 2011 by $0.5 million, mainly due to an increase accounts payable days outstanding.  
 
The primary uses of cash in transition period 2011 were $1.9 million in contributions to our defined benefit pension plan, $0.8 million for capital expenditures, and $0.6 million of disbursements related to previously divested businesses.  While we may make further investments to increase capacity and improve efficiency, we do not anticipate that capital expenditures during fiscal 2012 will exceed $1.5 million.  The expected amount of capital expenditures could change depending upon changes in revenue levels, our financial condition and the general economy.
 
In December 2007, we entered into an agreement with Associated Bank, N.A. ("Associated Bank") providing for a $10 million revolving credit facility (the “revolving facility”). Borrowings under the revolving facility bore interest at the London Interbank Offering Rate (“LIBOR”) plus 1.5%, with borrowing levels determined by a borrowing base formula as

28


defined in the agreement, based on the level of eligible accounts receivable.  The revolving facility also supported the issuance of letters of credit, placed certain restrictions on our ability to pay dividends or make acquisitions, and included covenants which required minimum operating profit levels and limited annual capital expenditures.  Borrowings under the revolving facility at that time were collateralized by our accounts receivable and inventory.  
 
We have subsequently entered into several amendments to the revolving facility, mainly to extend the maturity date of the revolving facility, to broaden the security interest of Associated Bank to collateralize all of our assets, and to establish or modify certain covenants with which we must comply under the terms of the amended revolving facility.

In December 2011, we entered into the most recent fourth amendment to the revolving facility with Associated Bank, the purpose of which was to (i) extend the maturity date of the revolving facility to June 15, 2013; (ii) increase the commitment amount of Associated Bank to $12.5 million; (iii) establish minimum adjusted earnings before interest, taxes, depreciation and amortization requirements for the three-month periods ending December 31, 2011, through March 31, 2013; and (iv) establish maximum cash amounts we can contribute to our defined benefit pension plan during the term of the revolving facility.  
 
There were no amounts outstanding under the revolving facility as of January 1, 2012.  We are currently in compliance with all covenants of the revolving credit facility, as amended.

Primarily as a result of the decline in interest rates over the past decade, the accumulated benefit obligation of our defined benefit pension plan currently exceeds plan assets.  We contributed $30 million to our pension plan in December 2006 following the divestiture of our power electronics business, and subsequently have made contributions to the plan aggregating $38 million from April 2008 through December 2011, funded by cash generated from operations and existing cash on hand.  Estimated future contributions to achieve 100% funded status, as measured using current actuarial assumptions, are projected to be approximately $95 million, relatively significant given the Company’s current size and cash flow.  Actual future contribution amounts will likely vary from current estimated future contributions, depending on future interest rate levels, values in equity and fixed income markets, and the level and timing of additional interim contributions we may make to plan assets.

In response to the level of our projected pension funding obligations relative to our current operating cash flows, we filed an application with the Internal Revenue Service (“IRS”) in February 2011 for a waiver of our minimum funding requirements (contributions) for the pension plan year 2011.  The amount of the funding waiver requested was approximately $17 million, scheduled to be funded in quarterly installments from April 2011 through January 2012, with a final installment due in September 2012.  The waiver request was approved by the IRS in October 2011, and accordingly, the Company did not make any contributions to the plan for the pension plan year 2011. Rather, the 2011 plan year required contributions of $17 million will be deferred and amortized with interest at a rate of approximately 6% over plan years 2012 through 2016.   Required quarterly contributions to the pension plan will resume in April 2012, and current actuarial projections indicate that contributions to the pension plan during 2012 will total $11.7 million.

Receipt of the funding waiver had a significant favorable impact on our cash flows over the past several quarters, enabling us to strengthen our balance sheet and improve our liquidity while continuing to invest additional resources in growth opportunities.  At the same time, receipt of the funding waiver has deferred contributions from the current period of historically low interest rates.  An increase in interest rates or a legislative change to the funding rules during the waiver period could also have a favorable impact on our funding obligation as measured upon expiration of the waiver period.

Based upon current plans and business conditions, we believe that current cash balances and internally generated cash flows will be sufficient to fund anticipated operational needs, capital expenditures, required pension plan contributions and other commitments over the next 12 months. 

Off-Balance Sheet Arrangements
 
We did not have any off-balance sheet arrangements or variable interest entities as of January 1, 2012.
 








29


Summary of Contractual Obligations and Commitments
 
Future payments due under contractual obligations of our continuing operations as of January 1, 2012, were as follows (in thousands):
 
 
Less than
1 Year
 
1 to 3
Years
 
3 to 5
Years
 
More than
5 Years
 
Total
Pension funding obligations
 
$
11,664

 
$
51,988

 
$
23,290

 
$
7,890

 
$
94,832

Operating lease obligations
 
1,056

 
1,810

 
90

 

 
2,956

Purchase obligations
 
15,700

 

 

 

 
15,700

Total
 
$
28,420

 
$
53,798

 
$
23,380

 
$
7,890

 
$
113,488

 
Pension funding amounts in the table above are based on current regulations and actuarial estimates as of January 1, 2012, and are not discounted. The net present value of our future pension funding obligations, discounted at a rate of 4.05%, total approximately $84 million. Estimated pension funding obligation amounts could vary, depending on future interest rate levels, values in equity and fixed-income markets, or changes in pension funding legislation that may be enacted in the future.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Interest Rates
 
The fair value of our debt was zero at January 1, 2012.  However, we do have significant pension liabilities and funding obligations which vary as interest rates change.  We used an average interest rate of 4.67% in determining our aggregate pension funding obligations of approximately $95 million as of January 1, 2012 (see “Summary of Contractual Obligations and Commitments” table).  A hypothetical increase of 100 basis points from the average interest rate used in the calculation would reduce our aggregate pension funding obligation to approximately $79 million at January 1, 2012.  Similarly, a hypothetical decrease of 100 basis points would increase our aggregate pension funding obligation to approximately $114 million at January 1, 2012.
 
Foreign Currency Exchange Rates
 
We generally do not enter into foreign exchange contracts to protect against reductions in value and volatility of future cash flows caused by changes in exchange rates, but we may selectively enter into foreign exchange contracts to hedge certain exposures.  Gains and losses on these non-U.S.-currency investments would generally be offset by corresponding losses and gains on the related hedging instruments, resulting in negligible net exposure. 
 
We did not have any foreign currency contracts, or hedge instruments or contracts, outstanding at January 1, 2012, July 3, 2011, or June 27, 2010.


30


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
 
Magnetek, Inc.
 
We have audited the accompanying consolidated balance sheets of Magnetek, Inc. as of January 1, 2012, July 3, 2011 and June 27, 2010, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the six months ended January 1, 2012 and each of the three years in the period ended July 3, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Magnetek, Inc. at January 1, 2012, July 3, 2011, and June 27, 2010, and the consolidated results of its operations and its cash flows for the six months ended January 1, 2012 and each of the three years in the period ended July 3, 2011, in conformity with U.S. generally accepted accounting principles.

 
/s/ Ernst & Young LLP
 
Milwaukee, Wisconsin
March 15, 2012


31


CONSOLIDATED STATEMENTS OF OPERATIONS 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
Fiscal Year Ended
(Amounts in thousands, except per share data)
 
January 1,
2012
 
January 2,
2011
 
July 3,
2011
 
June 27,
2010
 
June 28,
2009
 
 
 
 
(unaudited)
 
 
 
 
 
 
Net sales
 
$
58,721

 
$
50,943

 
$
109,832

 
$
80,571

 
$
98,221

Cost of sales
 
38,388

 
34,929

 
74,675

 
56,443

 
64,897

Gross profit
 
20,333

 
16,014

 
35,157

 
24,128

 
33,324

Operating expenses:
 
 
 
 
 
 
 
 
 
 
Research and development
 
2,103

 
2,069

 
4,360

 
3,802

 
3,522

Pension expense
 
2,706

 
3,311

 
6,500

 
8,206

 
3,385

Sales, general and administrative
 
10,644

 
8,308

 
18,851

 
14,434

 
20,271

Income (loss) from operations
 
4,880

 
2,326

 
5,446

 
(2,314
)
 
6,146

 
 
 
 
 
 
 
 
 
 
 
Non operating expense (income):
 
 

 
 
 
 

 
 

 
 
Interest income
 

 
(1
)
 
(1
)
 
(29
)
 
(138
)
Income (loss) from continuing operations before provision for income taxes
 
4,880

 
2,327

 
5,447

 
(2,285
)
 
6,284

Provision for income taxes
 
549

 
287

 
630

 
873

 
1,315

Income (loss) from continuing operations
 
4,331

 
2,040

 
4,817

 
(3,158
)
 
4,969

Income (loss) from discontinued operations, net of tax
 
(39
)
 
(533
)
 
(1,154
)
 
(1,943
)
 
(1,686
)
Net income (loss)
 
$
4,292

 
$
1,507

 
$
3,663

 
$
(5,101
)
 
$
3,283

 
 
 
 
 
 
 
 
 
 
 
Earnings per common share - basic
 
 

 
 
 
 

 
 

 
 
Income (loss) from continuing operations
 
$
1.38

 
$
0.65

 
$
1.54

 
$
(1.02
)
 
$
1.61

Income (loss) from discontinued operations
 
$
(0.01
)
 
$
(0.17
)
 
$
(0.37
)
 
$
(0.63
)
 
$
(0.55
)
Net income (loss)
 
$
1.36

 
$
0.48

 
$
1.17

 
$
(1.64
)
 
$
1.06

 
 
 
 
 
 
 
 
 
 
 
Earnings per common share - diluted
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
$
1.35

 
$
0.65

 
$
1.51

 
$
(1.02
)
 
$
1.61

Income (loss) from discontinued operations
 
$
(0.01
)
 
$
(0.17
)
 
$
(0.37
)
 
$
(0.63
)
 
$
(0.55
)
Net income (loss)
 
$
1.34

 
$
0.48

 
$
1.15

 
$
(1.64
)
 
$
1.06

 
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding - basic
 
3,148

 
3,127

 
3,134

 
3,108

 
3,085

Weighted average shares outstanding - diluted
 
3,212

 
3,151

 
3,187

 
3,108

 
3,094








 

The accompanying notes are an integral part of these consolidated financial statements.



32


CONSOLIDATED BALANCE SHEETS

As of (Amounts in thousands)
 
January 1,
2012
 
July 3,
2011
 
June 27,
2010
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash
 
$
20,594

 
$
12,269

 
$
8,244

Restricted cash
 
262

 
262

 
262

Trade accounts receivable, less allowances for doubtful accounts
 
16,739

 
18,237

 
16,436

Inventories
 
13,705

 
14,329

 
10,285

Prepaid expenses and other current assets
 
932

 
530

 
480

Total current assets
 
52,232

 
45,627

 
35,707

 
 
 
 
 
 
 
Property, plant and equipment:
 
 
 
 
 
 
Buildings and improvements
 
1,962

 
1,964

 
1,964

Machinery and equipment
 
19,911

 
19,156

 
18,824

Less accumulated depreciation
 
17,887

 
17,498

 
16,963

Net property, plant and equipment
 
3,986

 
3,622

 
3,825

 
 
 
 
 
 
 
Goodwill
 
30,465

 
30,519

 
30,443

Other assets
 
5,322

 
5,665

 
6,125

Total assets
 
$
92,005

 
$
85,433

 
$
76,100

 
 
 
 
 
 
 
Liabilities and Stockholders' Deficit
 
 

 
 

 
 
Current liabilities:
 
 

 
 

 
 
Accounts payable
 
$
14,373

 
$
12,083

 
$
9,887

Accrued liabilities
 
6,504

 
8,341

 
4,957

Total current liabilities
 
20,877

 
20,424

 
14,844

 
 
 
 
 
 
 
Long-term pension benefit obligations
 
98,108

 
61,382

 
77,914

Other long-term obligations
 
1,517

 
1,318

 
1,461

Deferred income taxes
 
7,248

 
6,771

 
5,818

Commitments and contingencies
 


 


 


 
 
 
 
 
 
 
Stockholders' Deficit:
 
 

 
 

 
 
Common stock, $0.10 par value, 100,000 shares authorized; 3,158, 3,138, and 3,120 shares issued and outstanding at January 1, 2012, July 3, 2011, and June 27, 2010, respectively
 
32

 
31

 
31

Additional paid-in capital
 
140,743

 
140,161

 
139,246

Retained earnings (accumulated deficit)
 
1,333

 
(2,959
)
 
(6,622
)
Accumulated other comprehensive loss
 
(177,853
)
 
(141,695
)
 
(156,592
)
Total stockholders' deficit
 
(35,745
)
 
(4,462
)
 
(23,937
)
Total liabilities and stockholders' deficit
 
$
92,005

 
$
85,433

 
$
76,100



The accompanying notes are an integral part of these consolidated financial statements.

33


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT


 
 
 
 
 
 
 
Retained
 
Accumulated
 
 
 
 
 
 
 
Additional
 
Earnings
 
Other
 
 
 
Common Stock
 
Paid-in
 
(Accumulated
 
Comprehensive
 
 
(Amounts in thousands)
Shares
 
Amount
 
Capital
 
Deficit)
 
Loss
 
Total
Balance, June 29, 2008
3,062

 
$
31

 
$
137,139

 
$
(4,804
)
 
$
(102,565
)
 
$
29,801

 
 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options
1

 

 
33

 
 

 
 

 
33

Shares issued
21

 

 

 
 

 
 

 

Shares purchased
(8
)
 

 
(181
)
 
 

 
 

 
(181
)
Stock-based compensation expense
 
 

 
1,104

 
 

 
 

 
1,104

Shares issued to trust
18

 

 
277

 
 

 
 

 
277

Net income
 
 
 
 
 
 
3,283

 
 

 
3,283

Translation adjustments
 
 
 
 
 
 
 
 
(360
)
 
(360
)
Pension adjustments
 
 
 
 
 
 
 
 
(45,248
)
 
(45,248
)
Comprehensive loss
 
 
 
 
 
 
 
 
 
 
(42,325
)
Balance, June 28, 2009
3,094

 
$
31

 
$
138,372

 
$
(1,521
)
 
$
(148,173
)
 
$
(11,291
)
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued
12

 

 
 

 
 

 
 

 

Shares purchased
(5
)
 

 
(80
)
 
 

 
 

 
(80
)
Stock-based compensation expense

 

 
685

 
 

 
 

 
685

Shares issued to trust
19

 

 
269

 
 

 
 

 
269

Net income
 

 
 

 
 

 
(5,101
)
 
 

 
(5,101
)
Translation adjustments
 

 
 

 
 

 
 

 
27

 
27

Pension adjustments
 

 
 

 
 

 
 

 
(8,446
)
 
(8,446
)
Comprehensive loss
 

 
 

 
 

 
 

 
 

 
(13,520
)
Balance, June 27, 2010
3,120

 
$
31

 
$
139,246

 
$
(6,622
)
 
$
(156,592
)
 
$
(23,937
)
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation expense

 

 
629

 
 

 
 

 
629

Shares issued to trust
18

 

 
286

 
 

 
 

 
286

Net income
 

 
 

 
 

 
3,663

 
 

 
3,663

Translation adjustments
 

 
 

 
 

 
 

 
284

 
284

Pension adjustments
 

 
 

 
 

 
 

 
14,613

 
14,613

Comprehensive loss
 

 
 

 
 

 
 

 
 

 
18,560

Balance, July 3, 2011
3,138

 
$
31

 
$
140,161

 
$
(2,959
)
 
$
(141,695
)
 
$
(4,462
)
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation expense

 

 
402

 
 

 
 

 
402

Shares issued to trust
20

 
1

 
180

 
 

 
 

 
181

Net income
 

 
 

 
 

 
4,292

 
 

 
4,292

Translation adjustments
 

 
 

 
 

 
 

 
(218
)
 
(218
)
Pension adjustments
 

 
 

 
 

 
 

 
(35,940
)
 
(35,940
)
Comprehensive income
 

 
 

 
 

 
 

 
 

 
(31,866
)
Balance, January 1, 2012
3,158

 
$
32

 
$
140,743

 
$
1,333

 
$
(177,853
)
 
$
(35,745
)

The accompanying notes are an integral part of these consolidated financial statements.

34


CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Six Months Ended
 
Fiscal Year Ended
(Amounts in thousands)
 
January 1,
2012
 
January 2,
2011
 
July 3,
2011
 
June 27,
2010
 
June 28,
2009
Cash flows from operating activities:
 
 
 
(Unaudited)
 
 
 
 
 
 
Net income (loss)
 
$
4,292

 
$
1,507

 
$
3,663

 
$
(5,101
)
 
$
3,283

Loss (income) from discontinued operations
 
39

 
533

 
1,154

 
1,943

 
1,686

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 

 
 
 
 

 
 

 
 

Depreciation
 
423

 
439

 
914

 
1,002

 
1,043

Amortization
 
27

 
27

 
53

 
53

 
53

Stock based compensation expense
 
402

 
341

 
629

 
685

 
1,104

Pension expense
 
2,706

 
3,311

 
6,500

 
8,206

 
3,385

Deferred income tax provision
 
477

 
493

 
849

 
955

 
977

Changes in operating assets and liabilities
 
3,100

 
(2,075
)
 
740

 
830

 
2,329

Cash contribution to pension fund
 
(1,920
)
 
(5,388
)
 
(8,418
)
 
(15,587
)
 
(9,422
)
Net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
9,546

 
(812
)
 
6,084

 
(7,014
)
 
4,438

Discontinued operations
 
(605
)
 
(838
)
 
(1,636
)
 
(1,858
)
 
(1,226
)
Net cash provided by (used in) operating activities
 
8,941

 
(1,650
)
 
4,448

 
(8,872
)
 
3,212

 
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 

 
 
 
 

 
 

 
 
Proceeds from sale of business