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Stock Which Will Be Issued And Governed By Restricted Stock - TECHNITROL INC - 3-9-2006

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Stock Which Will Be Issued And Governed By Restricted Stock - TECHNITROL INC - 3-9-2006 Powered By Docstoc
					Exhibit 10.25 CEO ANNUAL AND LONG-TERM EQUITY INCENTIVE PROCESS A. Overview 1. The CEO's equity incentive will be paid in TNL restricted stock which will be issued and governed by Restricted Stock Plan II, except as otherwise provided in this document. 2. The CEO's equity incentive will have two parts: a. An annual equity incentive which will be determined by the degree to which the CEO achieves his/her annual, non-financial goals as agreed upon by the Board and the CEO. b. A long-term equity incentive which will be determined by the degree to which the Board determines that the CEO has, through his leadership and guidance, created long-term value for the various constituents of the Company. It is recognized that the Board's determination will be both quantitative and qualitative, but will not necessarily be based on specific goals or targets. 3. All determinations by the Board regarding the degree to which the CEO has earned annual or long-term equity incentive will be final and absolute. B. Process 1. Annual Equity Incentive a. The number of shares comprising the CEO's annual equity incentive will be determined each year by the Compensation Committee and approved by the Board at the January meeting. (Note: for 2005, the CEO's equity incentive will be a maximum of 15,000 shares of TNL stock). b. Not later that January 10 each year, the CEO will circulate to the Board his/her evaluation of his/her performance against his prior year's goals and other matters which the CEO believes are relevant and germane to an understanding of his/her performance against these goals. c. Not later than January 10 of each year, each Board member will submit to the Chair of the Compensation Committee his/her evaluation of the CEO's past year's performance using the then standard TNL rating assessment form as may be modified by the Compensation Committee specifically for the CEO from time to time. d. At the private session after the January board meeting each year, the Board and CEO will meet for the annual CEO evaluation discussion. At this meeting, they will discuss the CEO's performance against his/her annual nonfinancial goals and the assessment forms earlier submitted by the Board (which will have been tallied and summarized by the Chairman of the Compensation Committee). As a result of that process, the Board will determine to what degree the CEO has earned his annual equity incentive

award (from zero to 100%). The restricted shares granted as a result will be issued by the Company as soon as possible thereafter and will have a one-year vesting period from the date of grant. 2. Long-Term Equity Award a. Every three years the Board will review the CEO's overall long-term performance to determine his/her contribution to building long-term value for the Company and all of its constituents. b. The Board and CEO recognize the inherent difficulty in constructing three-year plans, goals or specific, objective performance criteria due to changing circumstances, shifting priorities, external and internal events as

award (from zero to 100%). The restricted shares granted as a result will be issued by the Company as soon as possible thereafter and will have a one-year vesting period from the date of grant. 2. Long-Term Equity Award a. Every three years the Board will review the CEO's overall long-term performance to determine his/her contribution to building long-term value for the Company and all of its constituents. b. The Board and CEO recognize the inherent difficulty in constructing three-year plans, goals or specific, objective performance criteria due to changing circumstances, shifting priorities, external and internal events as well as the shifting nature of the businesses in which the Company is engaged. c. Accordingly, the CEO's long-term equity award will be based on the Board's subjective judgment (into which account will be taken the CEO's views and opinions on his/her long-term performance) regarding how the Company has progressed over rolling three-year periods (the first period will end on December 31, 2007, the second on December 31, 2010, and so on until otherwise determined by the Board). d. The criteria the Board may look at in determining the CEO's long-term performance will include, but not be limited to, total shareholder return for the period, performance against the Company's identified peer group in the various metrics the Company periodically measures, performance against the indices the Company utilizes in its proxy disclosure, changes in revenues, changes in operating profit (both in dollars and percentage of revenues), changes in economic profit, acquisitions and divestitures, geographic changes in operations; changes in markets addressed; changes in analysts' coverage of the Company; succession planning; talent development and any other metrics which the Board determines are relevant to assessing the overall long-term performance of the Company taking into account both internal and external circumstances during the period. e. The CEO's long-term equity incentive award will be set at the beginning of each three-year period. (For the initial period ended December 31, 2007, the maximum equity incentive award will be 25,000 shares).

Exhibit 21 Subsidiaries of the Registrant Technitrol, Inc., which has no parent, has the following subsidiaries:
Name ---AMI Doduco Components B.V. (Netherlands) AMI Doduco (DE), LLC AMI Doduco Espana, S. L. AMI Doduco (France) S. A. S. AMI Doduco GmbH AMI Doduco Hungary Kft. AMI Doduco Holding GmbH AMI Doduco, Inc. AMI Doduco Investors (DE), LLC AMI Doduco Italia Holdings S.r.l. AMI Doduco Italia S.r.l. AMI Doduco (Mexico), S. de R. L. de C. V. AMI Doduco (NC), Inc. AMI Doduco Nederland B.V. AMI Doduco (PR), LLC AMI Doduco Singapore Holding Pte. Ltd. AMI Doduco (Tianjin) Electrical Contacts Manufacturing Co. Ltd. AMI Doduco (UK) Ltd. Boothbay Pte. Ltd. Changshu Full Rise Electronic Co, Ltd. CST Electronics Co., Ltd. Dongguan Pulse Electronics Co., Ltd. Electro Componentes Mexicana S. A. de C. V. Electro Corporacion Mexicana S. A. de C. V. Everelite Developments Ltd. Excelsus Technologies Limited Incorporation ------------Netherlands Delaware Spain France Germany Hungary Germany Pennsylvania Delaware Italy Italy Mexico Delaware Netherlands Delaware Singapore People's Republic of China United Kingdom Singapore Peoples Republic of China Hong Kong People's Republic of China Mexico Mexico West Samoa Hong Kong Perc ----

Exhibit 21 Subsidiaries of the Registrant Technitrol, Inc., which has no parent, has the following subsidiaries:
Name ---AMI Doduco Components B.V. (Netherlands) AMI Doduco (DE), LLC AMI Doduco Espana, S. L. AMI Doduco (France) S. A. S. AMI Doduco GmbH AMI Doduco Hungary Kft. AMI Doduco Holding GmbH AMI Doduco, Inc. AMI Doduco Investors (DE), LLC AMI Doduco Italia Holdings S.r.l. AMI Doduco Italia S.r.l. AMI Doduco (Mexico), S. de R. L. de C. V. AMI Doduco (NC), Inc. AMI Doduco Nederland B.V. AMI Doduco (PR), LLC AMI Doduco Singapore Holding Pte. Ltd. AMI Doduco (Tianjin) Electrical Contacts Manufacturing Co. Ltd. AMI Doduco (UK) Ltd. Boothbay Pte. Ltd. Changshu Full Rise Electronic Co, Ltd. CST Electronics Co., Ltd. Dongguan Pulse Electronics Co., Ltd. Electro Componentes Mexicana S. A. de C. V. Electro Corporacion Mexicana S. A. de C. V. Everelite Developments Ltd. Excelsus Technologies Limited Full Rich (Ning Bo) Electronic co., Ltd. Full Rise Electronic Co., Ltd. (Fuliwang) Full Rise Electronic Co., Ltd. (Hong Kong) Full Rise Electronics Pte. Ltd. (Singapore) Full Rise Electronic Co., Ltd. (Taiwan) Krantz Computer, Inc. LK Products (Overseas Holdings) LK Products Oy LK Products Hungary Industrial Ltd. (Hungary) LK Products (Suzhou) Telecommunication Components Co. Ltd. (PRC) Maxtop Profits Limited Maxtop (Ning Bo) Telecom Electronic Co, Ltd. MCS Holdings, Inc. Pulse Canada Ltd. Pulse Components Ltd. (Hong Kong) Pulse Elektronik Sanay Ticaret L.S. Pulse Electronics (Europe) Ltd. Pulse Electronics Ltd. (Hong Kong) Pulse Electronics (Singapore) Pte. Ltd. Pulse Engineering, Inc. Pulse GmbH Pulse Italy S.r.L. Pulse S.A.S. Samoa Glory Profit Trading, Ltd. Smart Jumbo Industries Limited Technitrol Delaware, Inc. Technitrol Singapore Holdings Pte. Ltd. TNL Singapore Components Holdings Pte. Ltd. Incorporation ------------Netherlands Delaware Spain France Germany Hungary Germany Pennsylvania Delaware Italy Italy Mexico Delaware Netherlands Delaware Singapore People's Republic of China United Kingdom Singapore Peoples Republic of China Hong Kong People's Republic of China Mexico Mexico West Samoa Hong Kong Peoples Republic of China Peoples Republic of China Hong Kong Singapore Taiwan Delaware United Kingdom Finland Hungary Peoples Republic of China Samoa Peoples Republic of China Delaware Canada Hong Kong Turkey United Kingdom Hong Kong Singapore Delaware Germany Italy France West Samoa Hong Kong Delaware Singapore Singapore Perc ----

Exhibit 23 Consent of Independent Registered Public Accounting Firm The Board of Directors Technitrol, Inc.:

Exhibit 23 Consent of Independent Registered Public Accounting Firm The Board of Directors Technitrol, Inc.: We consent to the incorporation by reference in the registration statement (Nos. 033-35334, 033-63203, 33355751, 333-94073, 333-64068, 333-64060, and 333-130013) on Form S-8 of Technitrol, Inc. of our reports dated March 7, 2006, with respect to the consolidated balance sheets of Technitrol, Inc. and subsidiaries as of December 30, 2005 and December 31, 2004, and the related consolidated statements of operations, cash flows, and changes in shareholders' equity for each of the years in the three-year period ended December 30, 2005, and the related financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting as of December 30, 2005 and the effectiveness of internal control over financial reporting as of December 30, 2005, which reports appear in the December 30, 2005 annual report on Form 10-K of Technitrol, Inc. Our report refers to the Company's adoption of Financial Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations in 2005.
/s/KPMG LLP

Philadelphia, Pennsylvania March 7, 2006

Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER pursuant to Rule 13a-14(a)/15d-14(a) I, James M. Papada, III, certify that: 1. I have reviewed this Annual Report on Form 10-K of Technitrol; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER pursuant to Rule 13a-14(a)/15d-14(a) I, James M. Papada, III, certify that: 1. I have reviewed this Annual Report on Form 10-K of Technitrol; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 7, 2006 /s/ James M. Papada, III -----------------------------------James M. Papada, III Chairman and Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER pursuant to Rule 13a-14(a)/15d-14(a) I, Drew A. Moyer, certify that: 1. I have reviewed this Annual Report on Form 10-K of Technitrol; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 7, 2006 /s/ Drew A. Moyer -------------------------------------------Drew A. Moyer Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code I, James M. Papada, III, Chief Executive Officer of Technitrol, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Annual Report on Form 10-K for the fiscal year ended December 30, 2005 (the "Periodic Report"), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Technitrol, Inc.
Dated: March 7, 2006 /s/ James M. Papada, III -----------------------James M. Papada, III

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Technitrol, Inc., and will be retained by Technitrol, Inc., and furnished to the Securities and Exchange Commission or its staff upon request. This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

Exhibit 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code I, Drew A. Moyer, Chief Financial Officer of Technitrol, Inc., certify, pursuant to Section 906 of the SarbanesOxley Act of 2002, that: (1) the Annual Report on Form 10-K for the fiscal year ended December 30, 2005 (the "Periodic Report"), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Technitrol, Inc.
Dated: March 7, 2006 /s/ Drew A. Moyer ----------------Drew A. Moyer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been

Exhibit 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code I, James M. Papada, III, Chief Executive Officer of Technitrol, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Annual Report on Form 10-K for the fiscal year ended December 30, 2005 (the "Periodic Report"), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Technitrol, Inc.
Dated: March 7, 2006 /s/ James M. Papada, III -----------------------James M. Papada, III

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Technitrol, Inc., and will be retained by Technitrol, Inc., and furnished to the Securities and Exchange Commission or its staff upon request. This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

Exhibit 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code I, Drew A. Moyer, Chief Financial Officer of Technitrol, Inc., certify, pursuant to Section 906 of the SarbanesOxley Act of 2002, that: (1) the Annual Report on Form 10-K for the fiscal year ended December 30, 2005 (the "Periodic Report"), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Technitrol, Inc.
Dated: March 7, 2006 /s/ Drew A. Moyer ----------------Drew A. Moyer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Technitrol, Inc., and will be retained by Technitrol, Inc., and furnished to the Securities and Exchange

Exhibit 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code I, Drew A. Moyer, Chief Financial Officer of Technitrol, Inc., certify, pursuant to Section 906 of the SarbanesOxley Act of 2002, that: (1) the Annual Report on Form 10-K for the fiscal year ended December 30, 2005 (the "Periodic Report"), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Technitrol, Inc.
Dated: March 7, 2006 /s/ Drew A. Moyer ----------------Drew A. Moyer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Technitrol, Inc., and will be retained by Technitrol, Inc., and furnished to the Securities and Exchange Commission or its staff upon request. This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

Exhibit 99.1 Full Rise Electronics Company Ltd. Consolidated Balance Sheet - Unaudited August 31, 2004 (In Thousands of U.S. Dollars) Assets Cash & Cash Equivalents Trade Receivables - Net Other Receivables Raw Materials - Net Work in Process - Net Finished Goods - Net Inventory - Net Prepaid & Other Current Assets Deferred Taxes - Short Term Total Current Assets Intercompany Receivables Land Building Machinery & Equipment Office Furniture & Fixture Automobiles Construction in Process Others Leasehold Improvements

$

11,748 10,278 407 764 3,119 1,420 -----------5,303 -----------1,404 122 -----------29,262 -----------2,502 918 5,577 11,976 934 329 1,476 1,616 0 ------------

Exhibit 99.1 Full Rise Electronics Company Ltd. Consolidated Balance Sheet - Unaudited August 31, 2004 (In Thousands of U.S. Dollars) Assets Cash & Cash Equivalents Trade Receivables - Net Other Receivables Raw Materials - Net Work in Process - Net Finished Goods - Net Inventory - Net Prepaid & Other Current Assets Deferred Taxes - Short Term Total Current Assets Intercompany Receivables Land Building Machinery & Equipment Office Furniture & Fixture Automobiles Construction in Process Others Leasehold Improvements Fixed Assets - Gross Accumulated Depreciation Total Fixed Assets - Net Goodwill & Intangibles - Gross Total Accum. Amortization Goodwill & Intangibles Goodwill & Intangibles - Net Minority Owned Investment Total Long Term Assets Total Assets

$

11,748 10,278 407 764 3,119 1,420 -----------5,303 -----------1,404 122 -----------29,262 -----------2,502 918 5,577 11,976 934 329 1,476 1,616 0 -----------22,826 -----------(4,245) -----------18,581 1,719 0 -----------1,719 -----------0 -----------22,909 -----------$ 52,171 ============

Liabilities Accounts Payable Notes Payable to Banks Current Portion of L/T Debt Short-term loans Accrued expenses Accrued Income Taxes Other Current Liabilities Other Accrued Liabilities Total Current Liabilities Accrued Pension Liabilities Other Long Term Liabilities Long Term Debt Total Liabilities

$

6,113 2,482 104 5,538 2,596 702 75 731 -----------18,341 -----------384 3,908 1,036 -----------$ 23,669 ============

Stockholders' Equity Common Stock APIC Retained Earnings - Beginning Balance Dividends Current Year Earnings Cumulated translation adjustment

$

13,432 27,271 (10,165) (5,695) 2,703 956

Retained Earnings - Ending Balance Total Equity Total Liabilities & Equity

-----------(13,157) -----------28,502 -----------$ 52,171 ============

Exhibit 99.1 - continued Full Rise Electronics Company Ltd. Consolidated Statement of Income - Unaudited Eight Months Ended August 31, 2004 (In Thousands of U.S. Dollars) Nonprecious Metal Precious Metal Net Sales Labor Materials - Non-Precious Metals Materials - Precious Metals Overhead Inventory (Increase) Decrease Intercompany Profit Elimination Cost of Goods Sold $ 29,067 0 -----------29,067 2,407 13,184 0 6,067 (1,887) 0 -----------19,771 -----------9,296 31.98% 1,179 2,182 189 1,687 0 0 -----------5,237 -----------4,059 0 0 -----------4,059 13.96% 0 (23) 164 (10) (104) -----------4,032 1,329 -----------32.96% $ 2,703 9.30%

Gross Profit Gross Profit % of Sales R & D, Engineering General and Administrative Expense Intangible Amortization Selling Expense Interest on Consigned Metal Corporate Charge Total

Operating Profit Before Incentives Segment Incentives Stock Plan Expenses

Net Operating Profit NOP % of Sales Corporate Charge Variance (Income) Expense Interest (Income) Interest Expense Foreign Currency (Gain) Loss Other (Income) Expense

Net Profit Before Tax Estimated Taxes Effective Tax Rate Net Income Net Income % of Sales

Exhibit 99.1 - continued Full Rise Electronics Company Ltd. Statement of Cash Flows - Unaudited

Exhibit 99.1 - continued Full Rise Electronics Company Ltd. Consolidated Statement of Income - Unaudited Eight Months Ended August 31, 2004 (In Thousands of U.S. Dollars) Nonprecious Metal Precious Metal Net Sales Labor Materials - Non-Precious Metals Materials - Precious Metals Overhead Inventory (Increase) Decrease Intercompany Profit Elimination Cost of Goods Sold $ 29,067 0 -----------29,067 2,407 13,184 0 6,067 (1,887) 0 -----------19,771 -----------9,296 31.98% 1,179 2,182 189 1,687 0 0 -----------5,237 -----------4,059 0 0 -----------4,059 13.96% 0 (23) 164 (10) (104) -----------4,032 1,329 -----------32.96% $ 2,703 9.30%

Gross Profit Gross Profit % of Sales R & D, Engineering General and Administrative Expense Intangible Amortization Selling Expense Interest on Consigned Metal Corporate Charge Total

Operating Profit Before Incentives Segment Incentives Stock Plan Expenses

Net Operating Profit NOP % of Sales Corporate Charge Variance (Income) Expense Interest (Income) Interest Expense Foreign Currency (Gain) Loss Other (Income) Expense

Net Profit Before Tax Estimated Taxes Effective Tax Rate Net Income Net Income % of Sales

Exhibit 99.1 - continued Full Rise Electronics Company Ltd. Statement of Cash Flows - Unaudited Eight Months Ended August 31, 2004 (In Thousands of U.S. Dollars)

CASH FLOW FROM OPERATING ACTIVITIES: Net Profit (Loss) after State Taxes Plus Depreciation of Fixed Assets Gain on disposal of property, plant, and equipment $ 2,703 1,212 --

Exhibit 99.1 - continued Full Rise Electronics Company Ltd. Statement of Cash Flows - Unaudited Eight Months Ended August 31, 2004 (In Thousands of U.S. Dollars)

CASH FLOW FROM OPERATING ACTIVITIES: Net Profit (Loss) after State Taxes Plus Depreciation of Fixed Assets Gain on disposal of property, plant, and equipment Plus Amortization of Intangibles Plus Amortization of Restricted Stock Plan Plus employee stock bonus Plus Other Amortization (specify) (Increase) Decrease in Total (Net) Accounts Receivable (Excluding Intercompany) (Increase) Decrease in Inventories (Increase) Decrease in Prepaid Income Taxes (Increase) Decrease in Prepaid & Other Current Assets (Excluding Marketable Securities) (Increase) Decrease in Other Non-Current Assets (Increase) Decrease in Intercompany Receivables Increase (Decrease) in Accounts Payable (Excluding Intercompany) Increase (Decrease) in Accrued Expenses other than Income Taxes Increase (Decrease) in Current Income Taxes Payable Increase (Decrease) in Intercompany Payables Increase (Decrease) in Other Current Liabilities Increase (Decrease) in Deferred Income Taxes Payable Increase (Decrease) in Other Long-Term Liabilities Other Cash Changes caused by Operating Activities: - (Gain) Loss on Sales of Property, Plant or Equipment to outside parties - (Gain) Loss on Sales of Property, Plant or Equipment to Intercompanies Net Cash Change caused by Operating Activities $ 2,703 1,212 -189 -1,154 -(1,205) (636) -1,100 884 (642) 1,926 (2,180) 464 -(305) 1,368 59

3 -----------6,094 -----------

CASH FLOW FROM INVESTING ACTIVITIES: Net (increase) decrease in Marketable Securities Capital Expenditures Proceeds of sale of Property, Plant & Equipment to outside parties Increase in Goodwill & Intangibles Proceeds of sale of Property, Plant & Equipment to Intercompanies Net Cash Change caused by Investing Activities 682 (3,791) -188 (1,217) -----------(4,138) -----------

CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from Long-Term Debt Principal Payments of Long-Term Debt Net Borrowings (Repayment) of Short-Term Debt Dividends paid Proceeds from capital contribution Net Cash Change caused by Financing Activities

(315) 1,193 (1,519) 5,326 ----------4,685 ----------(127) ----------6,514 ----------5,234 -----------

Effect of exchange rate changes on cash

Net Increase (decrease) in Cash & C/D's

Cash & C/D's at Beginning of Year

Cash & C/D's at End of Year

$ 11,748 ===========