Hammond Power Solutions | Annual Report 2010
Hammond Power Solutions | Annual Report 2010
Hammond Power Solutions | Annual Report 2010
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<strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />
<strong>Power</strong>ed by Our People
At home all over<br />
the world.<br />
Over 50 countries, 5 continents,<br />
4 emerging markets and<br />
still counting.<br />
Letter to shareholders 9<br />
Our product lineup 12<br />
Review of operations 14<br />
Management’s discussion and analysis 17<br />
Consolidated financial statements 31<br />
Corporate information 51<br />
Cover photo: Guelph, Ontario, Canada operation.
Andrew Pys<br />
Robin Hardy<br />
Position: Maintenance Mechanic<br />
With HPS since: 2005<br />
Position: Project Manager<br />
With HPS since: 2005<br />
“For over 90 years, <strong>Hammond</strong> has<br />
built relationships of mutual trust and<br />
respect not only with our customers,<br />
but with each other. We all share the<br />
same core values and goals – trust,<br />
integrity and we constantly challenge<br />
ourselves as well as evolve. We<br />
believe in our ability to be the<br />
best. We believe in each other.”<br />
“If a customer were to see how we<br />
operate day-to-day, they wouldn’t<br />
be able to tell the CEO from anyone<br />
else. Position – title – isn’t the most<br />
important thing at <strong>Hammond</strong>.<br />
Respect, honesty, and superior work<br />
are. Status quo is not good enough<br />
for us. That’s why we’re able to<br />
offer the quality of product we<br />
do. That’s why were successful.<br />
That’s why I love my job.”<br />
Strength<br />
in numbers. 367%<br />
5 year growth in<br />
book value per share<br />
8%<br />
Pre-tax profit<br />
$18.1M<br />
Net cash position<br />
$15.1M<br />
Cash provided<br />
by operations<br />
A company<br />
powered<br />
by people,<br />
energized<br />
by results.<br />
At <strong>Hammond</strong>, we value honesty<br />
and integrity as much as we<br />
value profits. And we know<br />
our worth as a company not<br />
only lies in our share price,<br />
but in our offices and<br />
warehouses. Where our<br />
people relentlessly pursue to<br />
improve our process and our<br />
We value their innovation<br />
and expertise. Because without<br />
it, we wouldn’t be who we<br />
are today – a company that<br />
succeeds when world markets<br />
do not. A company that offers<br />
stability when others cannot.<br />
A company that is a true<br />
powerhouse of people.<br />
12%<br />
INCREASE IN BOOKINGS<br />
84¢<br />
Basic earnings<br />
per share<br />
company. Where they make<br />
timely decisions based on facts,<br />
experience and knowledge.<br />
Together, we produce<br />
power and results.<br />
Together, we are stronger.<br />
2 <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 3
When the economy is weak, we stay strong.<br />
Book Value Per Share ($)<br />
8<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
2.78<br />
3.87<br />
5.95<br />
6.67<br />
7.39<br />
2006 2007 2008 2009 <strong>2010</strong><br />
Cash Provided By Operations<br />
(in thousands of dollars)<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
7,661<br />
7,611<br />
6,254<br />
26,418<br />
15,048<br />
2006 2007 2008 2009 <strong>2010</strong><br />
Total (Bank Indebtedness)<br />
/Cash Position<br />
18<br />
16<br />
14<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
-2<br />
-4<br />
-6<br />
(180)<br />
(in thousands of dollars)<br />
4,395<br />
(4,100)<br />
10,024<br />
18,089<br />
2006 2007 2008 2009 <strong>2010</strong><br />
Consolidated Sales<br />
(in thousands of dollars)<br />
Gross Margin<br />
(in thousands of dollars)<br />
Earnings From Operations<br />
(in thousands of dollars)<br />
(in thousands of dollars, except earnings per share) <strong>2010</strong> 2009<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
131,978<br />
160,606<br />
226,358<br />
195,437<br />
190,604<br />
2006 2007 2008 2009 <strong>2010</strong><br />
70<br />
65<br />
60<br />
55<br />
50<br />
45<br />
40<br />
35<br />
30<br />
36,954<br />
2006<br />
65,191<br />
63,620<br />
47,058<br />
50,131<br />
2007 2008 2009 <strong>2010</strong><br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
14,067<br />
19,575<br />
26,558<br />
18,943<br />
14,977<br />
2006 2007 2008 2009 <strong>2010</strong><br />
Sales $ 190,604 $ 195,437<br />
Earnings from operations 14, 977 18,943<br />
Net earnings 9,710 9,631<br />
Cash provided by operations 15,048 26,418<br />
Overall cash (bank indebtedness) 18,089 10,024<br />
Basic earnings per share $ 0.84 $ 0.82<br />
4 <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 5
Dale Sidey<br />
Position: Director of US Sales<br />
With HPS since: 1984<br />
“Leadership is key to the future of our company. But it’s<br />
the combined strength of leadership and employees that<br />
makes us the best in the electrical industry, now and for<br />
years to come. The teamwork and passion that we all<br />
share makes being part of this successful organization<br />
just awesome. Passion is our single greatest strength.”<br />
Margo Yakimchick<br />
Position: Receptionist<br />
With HPS since: 2005<br />
“At <strong>Hammond</strong>, we are progressive in the way we do<br />
business. We strive to offer the best products and service,<br />
and then we strive to better the best each and every day.<br />
However, we are traditional in our values and the way<br />
people are treated. We value honesty and integrity as<br />
much as innovation and continuous improvement.”<br />
6<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 7
At HPS we believe our people are<br />
the real source of our competitive<br />
advantage. To successfully execute<br />
our strategic initiatives we are<br />
dependent on their talent, skills<br />
and their passion. Their commitment<br />
and determination are the power<br />
behind our success.<br />
William G. <strong>Hammond</strong><br />
Chairman of the Board &<br />
Chief Executive Officer<br />
22%<br />
Return on net assets<br />
$18M<br />
Net cash position<br />
Fellow Shareholders,<br />
We are only two years removed from the worst global financial collapse<br />
since the Great Depression. The world economy and many of its markets<br />
have yet to fully recover from the recession and fears that gripped us<br />
collectively. But there is hope and there is growth for companies that have<br />
the vision and capabilities to take advantage of them and we believe that<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc. (“HPS”) is one of those companies.<br />
Over the last four years, HPS has been implementing a strategy of<br />
growth through market and channel diversification. These strategies not<br />
only propelled our sales and profits while the economy expanded, they<br />
also limited their decline in the worst recession seen in more than 60 years.<br />
Although not reflected in our financial performance, which was also<br />
affected by the rising Canadian dollar, we held or increased our share of<br />
key strategic markets over the last two very tough and highly competitive<br />
years. Our dominance in certain sectors, as well as strengthening commodities,<br />
benefitted from renewed growth in Asia, which enhanced our financial<br />
results when other North American sectors were still struggling.<br />
The worst appears to be over and most, though not all, markets we<br />
serve are coming to life. We are seeing increased activity levels across<br />
North America and a renewal of confidence that bodes well for the next<br />
two years. We expect that our larger footprint in the distributor channel<br />
and the product line expansions, either in place or under development,<br />
will accelerate our growth rate even more.<br />
We have also been working on a number of activities to control and<br />
reduce our costs in these competitive times; expanding the production of<br />
products in more cost competitive plants in Mexico, more aggressive<br />
sourcing of materials and components from China, and the improvement<br />
of processes to increase productivity.<br />
We are continuing with our efforts to enlarge our business footprint<br />
outside of Canada and the United States through acquisition, partnerships<br />
and commercial relationships in Mexico, Europe, and Asia. This strategy<br />
will not only give HPS access to markets that are quickly expanding, it<br />
provides geographical diversification which will lessen our dependence<br />
on the North American economy. We believe that such diversification is<br />
prudent given the current state of the housing and commercial construction<br />
markets in the United States, as well as the potential impact of decisions<br />
that will have to be made at some point to deal with the enormous levels<br />
of government debt.<br />
Finally, at HPS we believe our people are the real source of our<br />
competitive advantage. To successfully execute our strategic initiatives we<br />
are dependent on their talent, skills and their passion. Their commitment<br />
and determination are the power behind our success. U<br />
8 Letter to shareholders<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 9
Maria Perez Cowan<br />
Position: Cost Accountant<br />
With HPS since: 2002<br />
“Our greatest strength is our people. And that’s definitely<br />
a sentiment everyone feels. I know my work is important<br />
to the company – that it, and I, make a difference. We<br />
each know the important role we play, and we know that<br />
no matter what that role is, it’s respected and recognized.<br />
We stay strong because we not only satisfy customers,<br />
we proactively plan and effectively execute strategy.”<br />
Dhiru Patel<br />
Position: Director of Engineering<br />
With HPS since: 1983<br />
“We are a great team because everyone is respected.<br />
Everyone’s input is sought, especially in the areas where<br />
employees can make a difference. The vision of the<br />
company is never short; we believe in long-term strategic<br />
planning and the effective execution of these plans.<br />
Great team, great plan – that’s what makes us strong.”<br />
10 <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 11
Our people not only supply power,<br />
they supply knowledge.<br />
Control<br />
Transformer<br />
Distribution<br />
Transformer<br />
Shovel Duty<br />
Transformer<br />
Drive Isolation<br />
Transformer<br />
<strong>Power</strong><br />
Transformer<br />
A variety of HPS control transformers<br />
Distribution transformers account<br />
Moving the highest possible payload<br />
HPS drive isolation transformers<br />
HPS manufactures transformers to withstand some of the harshest outdoor environments.<br />
are the source of power to pizza ovens<br />
for more than 50% of HPS sales.<br />
per hour while minimizing operating costs<br />
are engineered to regulate power to<br />
HPS power transformers can be found on one of the largest and deepest oil-drilling<br />
manufactured by the world’s largest<br />
These transformers step higher voltage<br />
is key. Shovel duty transformers are part<br />
conveyors, robotics, machine tools<br />
platforms of its kind in the world. <strong>Power</strong> transformers are cost effective and dependable<br />
producer. HPS control transformers keep<br />
levels on the utility grid down to lower<br />
of a new wave of power regulation that<br />
and other production line equipment.<br />
solutions for indoor commercial, as well as industrial and manufacturing processes.<br />
things cooking at Pizza Hut, Domino’s<br />
voltage levels that power lights,<br />
ensures uninterrupted operation while<br />
Pizza, Tim Hortons and Wendy’s<br />
equipment and other systems used in<br />
improving dynamic machine performance.<br />
restaurants across Canada and the U.S.<br />
commercial, institutional and industrial<br />
buildings. Growth in the global power<br />
quality market is a large part of HPS’<br />
future business.<br />
12 OUR PRODUCT LINEUP<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 13
A company powered by people,<br />
energized by results.<br />
We look back at <strong>2010</strong> not only as the end of a decade but also as<br />
the end of a great recession. This significant economic downturn<br />
didn’t really hit HPS until 2009, much later than many other<br />
electrical manufacturers.<br />
This recession began to wane by the middle of <strong>2010</strong>. Our total sales were<br />
down marginally compared with the previous year, despite the impact<br />
of a stronger Canadian dollar which ended the fiscal period ten percent<br />
higher in value than in <strong>2010</strong> relative to the U.S. dollar. Overall we feel that<br />
our financial performance was very respectable given the slow pace of<br />
recovery in the U.S. economy, a highly competitive marketplace, and the<br />
affects of the rising Canadian currency.<br />
Some of our major markets, such as commercial construction, were<br />
indeed ravaged by this recession, especially in the United States. The<br />
geographic and market diversity of our business was an advantage to<br />
the Company during this downturn and positions us well for the recovery<br />
currently underway.<br />
The outlook for commercial and retail construction in the U.S. did<br />
not improve in <strong>2010</strong>, and this impacted on our sales to customers and<br />
distributors serving this market. Its growth rate for several years to come<br />
will be hobbled by a slow recovery in certain regions of the U.S. due to<br />
the current excess capacity of U.S. commercial real estate.<br />
The construction market in Canada, although slower than in 2009, was<br />
not hit as hard as in the U.S. The ongoing construction of condominiums<br />
in Toronto and Vancouver, in addition to the construction of new hospitals,<br />
university, and government buildings across the country helped lessen<br />
the drop in this market during this economic downturn.<br />
Our market diversification also helped to start our rebound in <strong>2010</strong>,<br />
lead by OEM customers who are benefiting from the more robust economic<br />
growth in Asia and increasing consumption and prices for commodities<br />
like copper, coal, and oil.<br />
At the same time we continued to expand our penetration of major<br />
U.S. distributor organizations with the conversion of more than 100 new<br />
distributor locations, even in a tough economy. This conversion rate of<br />
new distributor organizations accelerated in the second half of <strong>2010</strong>,<br />
creating an expanded footprint which will help HPS grow faster as the<br />
U.S. economy recovers.<br />
During <strong>2010</strong>, we also put considerable time into our vision of becoming<br />
a global transformer company. These efforts were focused in Europe as<br />
well as India with the objective of finding transformer companies involved<br />
in similar markets to HPS. Our goal is to find companies that will not only<br />
serve as platforms to grow our sales in other continents but also to find<br />
products and technology that HPS can bring back to our markets in North<br />
America or wherever we sell our transformers today and in the future.<br />
Unfortunately our time and efforts did not culminate in any successful<br />
transactions to date however we do feel that this work will be rewarded<br />
by at least one positive conclusion in 2011.<br />
It was a very busy year for building and improving our operations<br />
in North America. Work continued on expanding our large product<br />
capabilities in our second Mexican plant in Monterrey, which opened<br />
in late 2008 just six months before the economic downturn hit HPS.<br />
Our production plans for this plant were scaled back with the drop in<br />
bookings in 2009, but as our markets gradually came back to life last<br />
year we started to expand our workforce and build more products in this<br />
lower cost facility.<br />
Another important element of our operational plan, which will<br />
eventually help give us the capacity to build over $300 million of<br />
transformers for the North American market, is the expansion of our<br />
Guelph, Ontario facility. This addition will allow us to expand the size of<br />
power transformers we are able to build, improve our service, and create a<br />
test lab dedicated to the research and development of unique and industry<br />
leading transformer designs.<br />
Due to the escalating growth rate through our U.S. distributor network<br />
we increased our production of smaller products sold through this channel.<br />
Most of this capacity expansion occurred in our Walkerton, Ontario facility,<br />
but we also initiated a number of projects to increase the production of<br />
products from our contract manufacturers in China as well as in one of<br />
our Monterrey, Mexico facilities. These expansions will continue in 2011<br />
as our market share is expected to grow even more in North America in<br />
the years ahead.<br />
During <strong>2010</strong>, we also put considerable<br />
time into our vision of becoming a global<br />
transformer company.<br />
In addition to all of this, we continued our efforts to improve<br />
productivity across our organization. The rising value of the Canadian<br />
dollar as well as increasing material costs has intensified the pressure<br />
for us to reduce our input costs through material procurement activities<br />
and cost competitive designs. I am pleased to report that our productivity<br />
targets were met or exceeded at all of our established facilities in <strong>2010</strong>,<br />
a credit to the work of all involved in our ongoing efforts to become a<br />
leaner company with higher levels of engagement from our employees.<br />
These efforts will improve various processes throughout the organization,<br />
which will also help us reduce our lead times as well as work-in-process<br />
inventories, and improve our ship on time performance. Strategically the<br />
Company initiated a project to research a new ERP software engine that<br />
would upgrade our information and management systems to meet the<br />
needs of a growing multi-plant, geographically diverse, multi-channel,<br />
custom and standard design manufacturing and distribution company. The<br />
selection and initial implementation of this new system is not expected<br />
until Quarter 3 of 2011.<br />
Many of our accomplishments, not only in <strong>2010</strong> but also in previous<br />
years, are the collective results of one of HPS’ greatest strengths –<br />
our employees. We have many strengths; broad product capabilities,<br />
engineering experience, reputation for quality, and our diverse market<br />
penetration but none of these would be possible without the loyalty,<br />
hard work and passion of our employees. This has been a core strength<br />
of our family company for more than 90 years, and it is an attribute that<br />
continues to set us apart from our multi-national competitors.<br />
14 Review of Operations<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 15
dollars in thousands unless otherwise stated<br />
This strength, along with our other advantages including our size<br />
and financial health, makes HPS a formidable transformer company<br />
compared to our much smaller competitors. During <strong>2010</strong>, we improved<br />
our collective talent and resources with the recruitment of more electrical<br />
designers, manufacturing engineers, sales managers, as well as IT staff<br />
in particular. <strong>Hammond</strong> has recognized from its beginnings that people<br />
can make the difference, and we’re working hard to build on this and<br />
keep it sustainable.<br />
Another positive development for HPS in <strong>2010</strong> was the launch of an<br />
ongoing regular annual dividend program for its shareholders. We have<br />
recognized for some time the attractiveness of an annual dividend and<br />
that HPS has the consistent and strong generation of cash flow that will<br />
support paying out a dividend in addition to funding the continued growth<br />
of our business. Given our conservative manner, we wanted to wait until<br />
the Company was through this past recession before we embarked on a<br />
Chris Huether<br />
Position: Chief Financial Officer &<br />
Corporate Secretary<br />
With HPS since: 1985<br />
program of annual and growing dividends, which we hope will reward the<br />
patient investors of an expanding global transformer company.<br />
Going forward, we remain mindful of the challenging and uncertain<br />
times around us as the world recovers from the worst economic downturn<br />
in more than 60 years. We believe that North America and Europe<br />
should experience positive but restrained growth for the next two years.<br />
However at this time, we are cautious about what may happen after the<br />
U.S. Presidential election in late 2012, in addition to the potential adverse<br />
impacts of rising inflation, higher interest rates, currency volatility, and<br />
unexpected geopolitical shocks. We firmly believe that our Company<br />
strengths, our global growth plans into markets that have decades of<br />
potential, our conservative management style and our strong financial<br />
position will allow <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> to navigate these interesting<br />
times and grow at a pace when many other Canadian electrical companies<br />
will not.<br />
dollars in thousands unless otherwise stated<br />
<strong>2010</strong> Management’s Discussion and Analysis<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc. (“HPS” or<br />
the “Company”) is a North American leader<br />
in the design and manufacture of custom<br />
electrical engineered magnetics, as well as<br />
a leading manufacturer of standard electrical<br />
dry-type transformers. Advanced engineering<br />
capabilities, high quality products and fast<br />
responsive service to customers’ needs have<br />
established the Company as a technical<br />
and innovative leader in the electrical and<br />
electronic industries. The Company has<br />
manufacturing plants in Canada, the<br />
United States and Mexico.<br />
The following is Management’s Discussion and Analysis (“MD&A”)<br />
of the Company’s consolidated operating results for the years ended<br />
December 31, <strong>2010</strong> and 2009, and should be read in conjunction with the<br />
accompanying Consolidated Financial Statements of the Company as at<br />
December 31, <strong>2010</strong> and 2009, which have been prepared in accordance<br />
with Canadian generally accepted accounting principles (“GAAP”). This<br />
information is based on Management’s knowledge as at March 30, 2011.<br />
All amounts in this report are expressed in thousands of Canadian dollars<br />
unless otherwise noted. Additional information relating to the Company<br />
may be found on SEDAR’s website at www.sedar.com or on the Company’s<br />
website at www.hammondpowersolutions.com.<br />
Forward-looking information<br />
Our MD&A contains forward-looking information that reflects the current<br />
expectations of Management about the future results, performance,<br />
achievements, prospects or opportunities for HPS and the transformer<br />
business. These statements can generally be identified by the use of forward<br />
looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”,<br />
“believe”, “project”, “should” or “continue” or the negative thereof or<br />
similar variations. Forward-looking statements are based upon a number<br />
of assumptions and are subject to a number of known and unknown risks<br />
and uncertainties, many of which are beyond Company control that could<br />
cause actual results to differ materially from those that are disclosed in or<br />
implied by such forward-looking statements.<br />
We do not have an intention to update any forward-looking information,<br />
except as required by applicable securities laws. Any forward-looking<br />
information contained in our MD&A represents our views as of the<br />
date of this document and such information should not be relied upon<br />
as representing our views as of any date subsequent to the date of this<br />
document. There can be no assurance that any forward-looking information<br />
will prove to be accurate, as actual results and future events could differ<br />
materially from those expected or estimated in such statements. Accordingly,<br />
readers should not place undue reliance on any such forward-looking<br />
information. For a list of factors that could affect HPS, see “risk factors”<br />
highlighted in materials filed with the securities regulatory authorities in<br />
Canada from time to time.<br />
Non-GAAP measures<br />
This document uses the terms “earnings from operations” which represents<br />
earnings before other income and expenses and income taxes (“EBITDA”).<br />
EBITDA is also used and is defined as earnings before interest, taxes,<br />
depreciation and amortization. Operating earnings and EBITDA are some<br />
of the measures the Company uses to evaluate the operational profitability.<br />
The Company presents EBITDA to show its performance before interest,<br />
taxes and depreciation and amortization. Management believes that<br />
HPS shareholders and potential investors in HPS use non-GAAP financial<br />
measures, such as operating earnings and EBITDA, in making investment<br />
decisions about the Company and to measure its operational results. A<br />
reconciliation of EBITDA to earnings from operations for the years ending<br />
December 31, <strong>2010</strong> and 2009 is contained in the MD&A. EBITDA should<br />
not be construed as a substitute for net income determined in accordance<br />
with GAAP. “Order bookings” represent confirmed purchase orders for<br />
goods or services received from our customers. “Backlog” represents all<br />
unshipped customer orders. “Book value per share” is the total shareholders’<br />
equity divided by the average outstanding shares. The terms “earnings from<br />
operations” “EBITDA”, “adjusted EBITDA”, “order bookings”, “backlog” and<br />
“book value per share” do not have any standardized meaning prescribed<br />
within GAAP and therefore may not be comparable to similar measures<br />
presented by other companies.<br />
Overview<br />
The Company continues to be an industry leader as evidenced by our solid<br />
sales performance, steady gross margin rates, company profitability and<br />
consistent Balance Sheet liquidity. In <strong>2010</strong> the Company delivered solid<br />
sales revenues, reliable profit performance and a strengthened Balance Sheet<br />
through a combination of short-term operational initiatives and longer-term<br />
16 Review of Operations<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 17
dollars in thousands unless otherwise stated<br />
strategic projects. The Company’s focus on expanded market penetration,<br />
gross margin achievement and operational effectiveness were the key<br />
success areas and are the foundation to driving industry leading financial<br />
performance. HPS remains well positioned for electrical industry market<br />
share growth in the U.S. and Canada, as well as in offshore markets.<br />
The Company realized a product sales volume increase in <strong>2010</strong> despite<br />
the weakened economy and soft electrical market conditions. From a<br />
revenue point of view, consolidated sales dollars were down slightly due to<br />
a lower U.S. exchange rate relative to the Canadian dollar, which results in<br />
lower U.S. dollar sales stated, in Canadian dollars. However, the Company<br />
continues to be a leader in markets served. The Company is very mindful<br />
of the softer U.S. and Canadian economies, the impact of more stringent<br />
banking policies, particularly in the U.S., the unpredictability and lack of<br />
certainty of the U.S. dollar, fluctuating resource based commodity costs<br />
and the absence of a sustained global economic recovery.<br />
The Company’s <strong>2010</strong> financial performance was unwavering despite<br />
the unfavourable exchange environment the Canadian dollar had on our<br />
U.S. margins for the majority of the year, volatile and unpredictable raw<br />
material costs and ongoing competitor selling price pressures. We combated<br />
these negative economic challenges by additional market share expansion,<br />
market specific selling price increases and competitive manufacturing cycle<br />
times. The Company also utilized forward contracts to hedge against the<br />
negative impact of a stronger Canadian dollar and fluctuating copper<br />
commodity costs.<br />
The Company is not unaffected by the business and profitability<br />
pressures it must endure from these influences but is confident that the<br />
business fundamentals that it has built and its strategic vision will sustain<br />
and breed growth opportunities as HPS moves forward. Our focus on<br />
continuous improvement enhanced our cost savings, productivity and<br />
efficiency gains and overall cost effectiveness. We expect that combined<br />
organic and new customer sales expansion, real capacity expansion,<br />
improved manufacturing agility and our multinational operations capabilities<br />
will provide new market opportunities going forward and deliver improved<br />
revenue and profitability trends. In addition, we continue to see signs of<br />
moderate market condition improvement. The Company believes that this<br />
remains a time to be cautious but not complacent and to be very calculating<br />
in the risks and opportunities of its strategies.<br />
We expect continued sales growth in some of our market segments<br />
but will see decline in others, and a portion of our sales will come from<br />
major customer projects for which the exact timing is hard to predict, thus<br />
influencing quarterly sales fluctuations.<br />
Notwithstanding these challenges, HPS’ sales and booking rates were<br />
industry-leading due to diligent focus in our strategic target markets. This<br />
focus continues to deliver additional market share penetration, new account<br />
development and organic sales increases. HPS realized significant growth in<br />
the U.S. and Canadian electrical markets. This is evidenced by our elevated<br />
booking rates, market share growth, increased backlog and overall financial<br />
performance. The Company’s market diversity is demonstrated by the<br />
growth in many of its markets, specifically, the North American Electrical<br />
Distributor (NAED), power conditioning, excitation, specialty, oil and gas<br />
pumping, catalog, MRO and utility markets in both Canada and the U.S.,<br />
which resulted in increased sales in <strong>2010</strong>.<br />
This broad market participation provides a natural business hedge,<br />
as the Company is not single market or industry dependent. As a result,<br />
the Company’s <strong>2010</strong> sales momentum continued to outpace the electrical<br />
industry average.<br />
The Company has continued to deliver consistent and solid profit<br />
performance as further evidenced in our <strong>2010</strong> <strong>Annual</strong> <strong>Report</strong>, and the<br />
Company is well positioned for continued success going forward. We continue<br />
to build a company that can be relied upon in all we do, for the goals we<br />
set, and in the commitments we undertake. Despite the continuation of the<br />
poor global economies the Company has benefitted from the implementation<br />
of its strategic initiatives in the areas of market share expansion, realized<br />
cost reductions, productivity improvements and increased manufacturing<br />
throughput and the Company continues to build on its strategies to increase<br />
its sales and manufacturing capacities. The Company remains attentive to<br />
its strategies to grow its market share and will continue to capitalize on<br />
sales opportunities and distributor market share.<br />
The Company has a strong Balance Sheet, is well capitalized, has a<br />
net cash position and has a long-term committed credit facility available<br />
to implement these strategies.<br />
The Company is unwavering in its quest to expand market share<br />
through channel growth initiatives in strategic market segments in the U.S.,<br />
Canada and globally. HPS’ focus on custom product design capabilities,<br />
competitive lead-times, product breadth and uncompromised quality should<br />
continue to generate market share growth. In addition, organic and new<br />
customer sales, flexible manufacturing capacity and our multi-national<br />
operations capabilities, should lead to sales opportunities and overall<br />
market growth. These strategies, combined with our distributor channel<br />
expansion and our multinational manufacturing capabilities, will provide<br />
sales opportunities for our existing customer base and new customer<br />
opportunities that we expect will contribute to our positive revenue and<br />
profitability trends.<br />
The Company is determined to deliver industry leading financial<br />
results. HPS will be steadfast in its pursuit of continuous productivity<br />
improvement, organic sales growth, new product development, geographic<br />
diversification, manufacturing cycle time reductions and market share<br />
expansion. Management is committed to the execution of its operational<br />
and strategic initiatives.<br />
HPS will continue to develop and expand its market share growth<br />
through both our U.S. and Canadian distributor channels, by developing<br />
supplier relationships with new Original Equipment Manufacturer (“OEM”)<br />
customers and by seeking new markets and expanding our sales of custom<br />
engineered transformers to alternative energy systems, mining equipment<br />
and drives equipment manufacturers.<br />
Sales<br />
Sales in <strong>2010</strong> totaled $190,604 versus sales of $195,437 in 2009, a<br />
decrease of $4,833 or 2.5%. Consolidated sales are negatively impacted<br />
by U.S. foreign exchange. The average U.S. to Canadian exchange rate<br />
for <strong>2010</strong> was $1.030 versus $1.145 in 2009, a decline of 10%. Our <strong>2010</strong><br />
consolidated sales after restating our U.S. dollar sales using 2009 U.S.<br />
to Canadian foreign exchange rates were $203,684, an $8,247 or 4.2%<br />
increase over the prior year. In addition, a significant difference when<br />
comparing <strong>2010</strong> to the prior year is the impact of the higher backlog<br />
carryover from 2008 into 2009, which resulted in the abnormally large<br />
first quarter in 2009, and the economic recession, which was just starting<br />
to impact the industry.<br />
The Company’s sales momentum continues to outpace the electrical<br />
industry average.<br />
The Company’s market diversification strategies provide a business<br />
hedge, as the Company is not single market or industry dependent.<br />
Specifically, the NAED, specialty, capital equipment, power conditioning,<br />
mining, oil and gas pumping and utility markets in both Canada and the<br />
U.S. resulted in increased sales in <strong>2010</strong>.<br />
U.S. sales when stated in U.S. dollars actually increased year over<br />
year by $7,922 from $105,822 in 2009 to $113,744 in <strong>2010</strong>, an increase<br />
of 7.5%. In <strong>2010</strong>, sales to the U.S. market of $118,926 (stated in Canadian<br />
dollars) decreased by $2,598 or 2.1% compared to 2009 sales of $121,524.<br />
This decline was mostly as a result of the decrease in the U.S. dollar<br />
exchange rate throughout <strong>2010</strong> when compared to 2009.<br />
Canadian sales were $71,678, a decrease of $2,235 or 3.0% as<br />
compared to sales of $73,913 in 2009. Although the Canadian electrical<br />
industry markets were softer in <strong>2010</strong>, the utility, NAED, and power markets<br />
all realized sales growth.<br />
The Company continues to expand sales by focusing on strategic<br />
target markets, assisted by the improvement in market conditions in<br />
the electrical industry in the U.S. and Canada. We expect our focus on<br />
custom and competitive product design and uncompromised quality will<br />
fuel growth.<br />
Stated by geographic segment, U.S. sales were 62.4% of our total<br />
sales in <strong>2010</strong> versus 61.8% in 2009, while 37.6% of the segment sales in<br />
<strong>2010</strong> were derived in Canada as compared to 38.2% last year.<br />
The Company is unwavering in its implementation of channel growth<br />
initiatives in strategic market segments in the U.S. and Canada. The Company<br />
is adamant that it produces premium quality transformers, competitive<br />
custom engineered designs and offers a broad and evolving product range.<br />
We expect that this, combined with our capabilities in custom product<br />
design, manufacturing agility, competitive lead-times, product breadth,<br />
uncompromised quality, and our multi-national operations capabilities will<br />
garner further growth in organic and new customer sales.<br />
Order bookings and backlog<br />
Our sales growth strategies, along with slightly improved market conditions,<br />
have produced healthy booking rates in <strong>2010</strong>. These factors were essential<br />
in our success in delivering a 12.2% increase in bookings year over year.<br />
By channel, booking levels were 3.1% higher on a direct basis and grew<br />
9.1% through our distributor channel, as compared to 2009. Although the<br />
company had higher capacity and achieved productivity improvements,<br />
order backlog increased by 7.0% from the prior year.<br />
Our sales development initiatives supported better than industry<br />
booking rates during the year. The impact of a modest improvement in<br />
general world economies and improving electrical market condition is now<br />
evidenced with increased quotation activity and new order bookings, as<br />
many of our customers have started to see a moderate pickup in their<br />
business activity and are replenishing their inventory stocking levels. The<br />
Company is also seeing a longer booking horizon, as many of our customers<br />
are feeling more positive about market trends.<br />
As a result, we anticipate seeing an upward lift of new order bookings<br />
going forward.<br />
Gross margins<br />
The Company is very pleased with its gross margin rates considering pricing<br />
margin pressures, lower sales volumes and the negative impact that a<br />
stronger Canadian dollar has on margins. Gross margin rates finished at<br />
25.9% versus 27.0% in 2009, a decrease of 1.1%. This also resulted in<br />
decreased gross margin dollar contribution of 6.5% compared to 2009.<br />
<strong>2010</strong> gross margin rates were hampered by an 11.2% stronger<br />
Canadian dollar as compared to last year. This negatively impacts gross<br />
margin rates on Canadian manufactured products sold in the U.S. The<br />
Company continues to experience negative selling price pressures from<br />
many of our competitors due to the available excess capacity in the industry.<br />
However, margins were positively impacted through internally driven design<br />
and material procurement cost reductions and effective factory expense<br />
management, contributing approximately 0.8% to margin rates. Product<br />
mix and our ability to obtain market specific selling price increases also<br />
positively impacted gross margin rates. Despite the moderate economic<br />
climate, the Company has implemented several capacity expansion projects<br />
during the past year. In the short-term, the additional fixed costs associated<br />
with the expansion are dilutive to our net margin rates. However, as sales<br />
grow the favourable impact that higher manufacturing throughput will<br />
have on absorption of our factory overheads will positively affect margin<br />
rates. This will better match manufacturing capacity requirements to<br />
anticipated future booking rates. The Company is focused on productivity<br />
improvements, cost reductions and lead-time improvements throughout<br />
the organization.<br />
These actions will help advance margin rates.<br />
18 Management’s Discussion and Analysis<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 19
dollars in thousands unless otherwise stated<br />
Selling, general and administrative expense<br />
Total selling, general and administrative (“SG&A”) expenses amounted to<br />
$34,341 in <strong>2010</strong> versus $33,784 in 2009, an increase of $557 or 1.6%. During<br />
<strong>2010</strong>, as a result of fiscally prudent accounts receivable management and<br />
the solid credit policy execution, there was only $85 of bad debt expense.<br />
In 2009, SG&A expenses were positively impacted by an abnormal $671<br />
reversal in allowance for doubtful accounts. There was also an increase<br />
of $233 in stock option expense in <strong>2010</strong> as compared to $140 in 2009<br />
resulting from increased compensation expenses due to a higher underlying<br />
stock value attributed to stock options granted in the year.<br />
The effect of fixed SG&A expenses on lower sales resulted in the<br />
percentage of sales increasing from 17.3% in 2009 to 18.0% in <strong>2010</strong>.<br />
In <strong>2010</strong>, the company continued with its people resource investment,<br />
specifically in the areas of information services and engineering, which<br />
resulted in increased costs of $429 in <strong>2010</strong>.<br />
The Company is very mindful of managing and containing selling<br />
and administration expenses through strong SG&A expense management<br />
and cost control.<br />
Interest expense<br />
The interest expense for the year ended December 31, <strong>2010</strong>, finished<br />
at $103 as compared to $178 in 2009, a decrease of $75 or 42.1%.<br />
The reduction of interest expense for the year was as a result of low<br />
operating debt levels and further interest rate reductions. Interest expense<br />
includes all bank fees.<br />
Gain/loss on foreign exchange<br />
The effectiveness of the Company’s hedging strategy essentially eliminated<br />
its U.S. dollar Balance Sheet translation exposure.<br />
The foreign exchange loss in fiscal <strong>2010</strong> was only $14 compared<br />
to a foreign exchange loss of $2,370 in 2009, a reduction of $2,356 or<br />
99.4%. The Company had forward foreign exchange contracts in place<br />
throughout <strong>2010</strong>, which significantly reduced its exposure to changes<br />
in currency rates, which affect the translation of the foreign operations<br />
Balance Sheets. The majority of the foreign exchange gains and losses<br />
were a result of realized and unrealized gains and losses from foreign<br />
Balance Sheet translation and the Company’s U.S. dollar hedge contracts.<br />
The Balance Sheet translational loss was $1,136 in <strong>2010</strong> compared to a<br />
$4,194 loss in 2009. The <strong>2010</strong> loss was mitigated by the gain on forward<br />
foreign exchange contracts of $1,078.<br />
Income taxes<br />
As a result of the decrease in income before income tax expense, <strong>2010</strong><br />
income tax expense was $5,057 as compared to $6,441 in 2009. The<br />
consolidated effective tax rate for <strong>2010</strong> decreased to 34.2% versus 40.1%<br />
last year, mostly as a result of the effect of U.S. dollar Balance Sheet<br />
conversion foreign exchange currency losses. The tax rate on earnings<br />
before income taxes is distorted by the impact of Balance Sheet translation<br />
losses of $1,136 in <strong>2010</strong> and $4,194 in 2009, which are not deductible<br />
from earnings for tax purposes. Adjusting for this, the consolidated tax<br />
rate would approximate 31.7% for <strong>2010</strong> and 32.0% for 2009.<br />
The current future tax assets and liabilities are related to temporary<br />
differences on current assets and liabilities, which are not deductible against<br />
current year earnings and consist mainly of reserves and allowances. The<br />
long-term future tax assets and liabilities relate to temporary differences<br />
resulting from intangible assets and the difference between the net book<br />
value and undepreciated capital cost of property, plant and equipment.<br />
Our income tax provision is explained further in Note 9 in the Notes to<br />
Consolidated Financial Statements.<br />
Net earnings<br />
Earnings from operations in <strong>2010</strong> totaled $14,977 compared to $18,943<br />
in 2009, a decrease of $3,966 or 20.9%, as a result of lower margin<br />
rates and lower U.S. dollar exchange and higher unabsorbed overheard<br />
due to capacity expansion fixed costs. The income before income taxes<br />
decreased to $14,767 for <strong>2010</strong>, compared to $16,072 in 2009, down<br />
$1,305 or 8.1%.<br />
Our <strong>2010</strong> net earnings finished at $9,710 as compared to $9,631 in<br />
2009, an increase of $79 or 0.8%. After tax earnings were higher in <strong>2010</strong><br />
as tax expenses were lower due to reduced corporate income tax rates<br />
in Canada and the Province of Ontario and lower non-deductible foreign<br />
Balance Sheet translation losses of $3,058 when compared to 2009.<br />
Earnings from operations is calculated as outlined in the following table:<br />
<strong>2010</strong> 2009<br />
Net earnings for the year $ 9,710 $ 9,631<br />
Add:<br />
Income tax expense 5,057 6,441<br />
Other (income) expenses 210 2,871<br />
Earnings from operations $ 14,977 $ 18,943<br />
EBITDA<br />
EBITDA was $18,719 for <strong>2010</strong> versus $19,816 in 2009, a decrease of<br />
$1,097 or 5.5%.<br />
EBITDA is calculated as outlined in the following table:<br />
<strong>2010</strong> 2009<br />
Net earnings for the year $ 9,710 $ 9,631<br />
Add:<br />
Income tax expense 5,057 6,441<br />
Interest expense 103 178<br />
Depreciation and amortization 3,849 3,566<br />
EBITDA $ 18,719 $ 19,816<br />
Summary of quarterly financial information (unaudited)<br />
Normalizing EBITDA to exclude foreign exchange gains or losses will provide<br />
a better indication of the fundamental business operating condition.<br />
Adjusted EBITDA is calculated as outlined in the following table:<br />
<strong>2010</strong> 2009<br />
EBITDA $ 18,719 $ 19,816<br />
Reverse: (Gain)/Loss on foreign exchange 14 2,370<br />
Adjusted EBITDA $ 18,733 $ 22,186<br />
Adjusted EBITDA was $18,733 for <strong>2010</strong> versus $22,186 in 2009, a decrease<br />
of $3,453 or 15.5%.<br />
Fiscal <strong>2010</strong> Quarters Q1 Q2 Q3 Q4 Total<br />
Sales $ 44,273 $ 50,820 $ 47,903 $ 47,608 $ 190,604<br />
Net income $ 2,224 $ 2,401 $ 1,497 $ 3,588 $ 9,710<br />
Net income per share – basic $ 0.19 $ 0.21 $ 0.13 $ 0.31 $ 0.84<br />
Average U.S. to Canadian exchange rate $ 1.041 $ 1.028 $ 1.039 $ 1.013 $ 1.030<br />
Fiscal 2009 Quarters Q1 Q2 Q3 Q4 Total<br />
Sales $ 54,845 $ 48,203 $ 43,768 $ 48,621 $ 195,437<br />
Net income $ 4,242 $ 472 $ 57 $ 4,860 $ 9,631<br />
Net income per share – basic $ 0.36 $ 0.04 $ 0.01 $ 0.41 $ 0.82<br />
Average U.S. to Canadian exchange rate $ 1.245 $ 1.175 $ 1.103 $ 1.058 $ 1.145<br />
Historically the first quarter of the company’s fiscal year has lower<br />
revenues due to a general decline in activity in the construction industry<br />
and overall electrical markets at the start of year as many projects are<br />
just getting underway. There was an exception in Quarter 1, 2009, as<br />
the Company ended a very robust 2008, and there was an unusually<br />
high order backlog just prior to the collapse of the electrical markets in<br />
North America.<br />
The sales decline can be noted starting in Quarter 2, 2009. The<br />
year-to-year quarterly fluctuations in both sales and income are affected<br />
by the changes in the U.S. to Canadian foreign exchange rates, changing<br />
economic conditions, and competitive pricing pressures.<br />
20 Management’s Discussion and Analysis<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 21
dollars in thousands unless otherwise stated<br />
Quarter 4, <strong>2010</strong> financial results<br />
Sales for the quarter ended December 31, <strong>2010</strong>, were $47,608, down<br />
$1,013 or 2.1% from the comparative quarter last year which is reflective<br />
of the impact of the softer economy, foreign exchange rates, lower selling<br />
prices in several market segments and product mix.<br />
Quarter 4, <strong>2010</strong> gross margin dollars decreased by 5.6% compared<br />
to Quarter 4, 2009. Gross margin rates finished at 28.3% this quarter<br />
versus 29.3% in Quarter 4, 2009. Quarter 4, <strong>2010</strong> gross margin dollars<br />
decreased as a result of lower sales levels due to the softer market conditions<br />
particularly in Canada, lower capacity utilization and the negative margin<br />
rate impact of 0.7% due to a stronger Canadian dollar.<br />
Total SG&A expenses amounted to $7,935 in Quarter 4, <strong>2010</strong> versus<br />
$7,557 in Quarter 4, 2009, an increase of $378 or 5.0%. The higher expense<br />
in the quarter was from higher freight, commission and engineering costs<br />
in Quarter 4, <strong>2010</strong> totaling $690 versus Quarter 4, 2009. These higher<br />
costs were partially offset by lower bad debt expense in the quarter of<br />
$205 when compared to the same quarter of 2009.<br />
The foreign exchange loss in Quarter 4, <strong>2010</strong> was $180 compared<br />
to a foreign exchange gain of $214 in Quarter 4, 2009 and there<br />
was a foreign exchange loss of $14 in <strong>2010</strong> compared to a loss of<br />
$2,370 in 2009. Foreign exchange hedges helped offset the majority<br />
of Quarter 4 Balance Sheet translation losses. The majority of the<br />
Quarter 4, <strong>2010</strong> foreign exchange gains and losses are as a result of<br />
realized and unrealized gains and losses from U.S. Balance Sheet translation<br />
and the Company’s settled U.S. dollar foreign exchange contracts.<br />
Earnings from operations for the quarter were negatively impacted<br />
by reduced sales and lower gross margin rates which suffered as a result<br />
of the stronger Canadian dollar. Quarter 4, <strong>2010</strong> earnings from operations<br />
were down $1,171 or 17.5% from the same quarter last year, finishing at<br />
$5,516 in the quarter as compared to $6,687 in Quarter 4, 2009.<br />
Quarter 4, <strong>2010</strong> income tax expense was $1,736 as compared to<br />
$1,766 in Quarter 4, 2009, a decrease of $30 and was $5,057 versus<br />
$6,441 last year, a decrease of $1,384.The percentage of tax booked<br />
December 31, <strong>2010</strong> December 31, 2009 Change<br />
Sales $ 47,608 $ 48,621 $ (1,013)<br />
Earnings from operations $ 5,516 $ 6,687 $ (1,171)<br />
Exchange gain/(loss) $ (180) $ 214 $ (394)<br />
Net earnings $ 3,588 $ 4,860 $ (1,272)<br />
Earnings per share – basic 0.31 0.41 (0.10)<br />
Earnings per share – diluted 0.31 0.41 (0.10)<br />
Cash provided by operations $ 4,349 $ 11,059 $ (6,710)<br />
on earnings before income taxes is distorted by the impact of Balance<br />
Sheet translation losses of $644 for Quarter 4, <strong>2010</strong> versus a $871 loss in<br />
Quarter 4, 2009 which are not tax effected.<br />
Net earnings for Quarter 4, <strong>2010</strong> were lower by $1,272 or 26.2%,<br />
concluding at $3,588 compared to $4,860 in Quarter 4, 2009. Net earnings<br />
for the quarter were impaired by lower sales, margin rates, higher SG&A<br />
expenses and the loss on foreign exchange as noted above.<br />
Cash provided by operations for Quarter 4, <strong>2010</strong> was $4,349 versus<br />
$11,059 in Quarter 4, 2009, a decrease of $6,418. The major difference<br />
in cash from operations is due to an increase in usage of working capital<br />
as a result of higher accounts receivable and inventories balances related<br />
to higher late quarter shipments and increased inventory levels to support<br />
business growth.<br />
Cash, net of overall bank operating lines of credit balance was an<br />
$18,089 cash balance as at December 31 <strong>2010</strong>, an increase of $8,065 as<br />
compared to a balance of $10,024 as at December 31, 2009.<br />
Capital resources and liquidity<br />
In <strong>2010</strong> the Company continued to focus on generating cash from<br />
operations, debt management and liquidity.<br />
Cash provided by operations during <strong>2010</strong> was $15,048 versus<br />
$26,418 in 2009, a decrease in cash generated from operations of $11,370.<br />
Due to the improving business activity and working capital investment<br />
requirement supporting the business, there was a natural increase in<br />
working capital due to higher accounts receivable caused by increased late<br />
Quarter 4, <strong>2010</strong> sales and a build of inventory required for improvements<br />
in business activity and customer service. Accounts payable also increased<br />
year-to-year, offsetting much of the working capital usage. Accounts<br />
receivable finished the year at $32,201 as compared to $27,820 as at<br />
December 31, 2009, an increase of $4,381. Most of the year over year<br />
increase in the accounts receivable can be attributed to an increase in<br />
outstanding receivables as a result of higher sales to American distributor<br />
buying groups who typically have longer credit terms and extended<br />
OEM payment terms. As a result of effective credit policies and tightly<br />
managed accounts receivable administration, our year-end average<br />
accounts receivable collection velocity improved 6% over <strong>2010</strong>. Inventories<br />
finished the year at $26,535 as at December 31, <strong>2010</strong>, versus $25,722<br />
as at December 31, 2009. This increase can be attributed to a planned<br />
increase in levels of standard products due to the ongoing improvement<br />
in customer demand as a result of improvements in the general economy.<br />
Accounts payable and accrued liabilities increased by $4,367 finishing at<br />
$27,870 as at December 31, <strong>2010</strong>, compared to $23,503 at the end of<br />
2009 due to higher purchases to support inventory level increases. Net<br />
income taxes recoverable were $1,970 (income taxes recoverable of $2,188<br />
less income taxes payable of $218) as at December 31, <strong>2010</strong>, versus net<br />
income taxes recoverable of $2,921 (income taxes recoverable of $3,006<br />
less income taxes payable of $85) as at December 31, 2009. Cash used in<br />
financing activities was $4,216 in <strong>2010</strong>, compared to cash used of $4,500<br />
in 2009. This change was due to a lower share repurchase of $331, offset<br />
by higher bank advances of $130, principal advance of long term debt of<br />
$395 and an increased dividend payout of $331.<br />
The Company’s long-term debt of $395 is a result of funding it received<br />
from the Southern Ontario Development Program (SODP) for the expansion<br />
of its operations including a state-of-the-art research and development test<br />
laboratory to increase larger power transformer manufacturing capacity.<br />
This is an interest free line that will be repaid over 5 years. The maximum<br />
line available to the company under this program is $1,495 of which the<br />
Company has drawn $395 as at December 31, 2011. This is explained<br />
further in Note 8 in the Notes to Consolidated Financial Statements.<br />
There was a decrease in capital spending of $4,237 over the prior<br />
year, totaling $4,105 in <strong>2010</strong>, compared to $8,342 for 2009, a decrease of<br />
50.8%. The majority of the capital dollars spent in <strong>2010</strong> was for increased<br />
capacity and expanded testing capabilities at our Guelph, Ontario plant,<br />
investment in machinery and equipment to support demand at our in our<br />
Granby, Quebec and Monterrey, Mexico facilities, and information services<br />
architecture. There were also “normal” maintenance capital invested at<br />
all facilities, manufacturing product mandate projects and productivity<br />
improvement projects.<br />
Bank operating lines of credit finished the year at $1,447 as at<br />
December 31, <strong>2010</strong>, compared to $4,025 as at December 31, 2009,<br />
resulting in a decrease of $2,578 in the year.<br />
Overall cash balances net of bank indebtedness resulted in a net cash<br />
position of $18,089 as at December 31, <strong>2010</strong>, versus a net cash position<br />
of $10,024 as at December 31, 2009.<br />
All bank covenants were met as at December 31, <strong>2010</strong>, and were in<br />
compliance throughout the year.<br />
The Company’s growth strategy includes the pursuit of strategic<br />
acquisitions which would be primarily funded by cash from operations<br />
and our existing available credit facility of $40,000 U.S., against which<br />
the Company has currently drawn $1,447, supplemented by debt<br />
financing as required. The Company’s financial objective is to ensure that<br />
the Company has sufficient cash and debt capacity to fund its operating<br />
activities, investments and growth. The Company has several alternatives<br />
to fund future capital requirements, including its existing cash position,<br />
credit facility, future operating cash flows and debt or equity financing.<br />
The Company continually evaluates these options to ensure the appropriate<br />
mix of capital resources is maintained to best meet our needs. The Company<br />
has capital expenditure commitments of $147 required for the completion<br />
of its plant capacity expansion projects for planned growth from future<br />
business development.<br />
Additional details of our change in non-cash working capital can be<br />
found in Note 14 in the Notes to Consolidated Financial Statements.<br />
Contractual obligations<br />
The following table outlines payments due for each of the next 5 years<br />
and thereafter related to debt, lease, purchase and other long-term<br />
obligations.<br />
Accounts payable<br />
and liabilities<br />
2011 2012 2013 2014 2015 Thereafter Total<br />
$ 27,217 – – – – – $ 27,217<br />
Operating leases 1,445 923 783 455 118 – 3,724<br />
Capital<br />
expenditures<br />
147 – – – – – 147<br />
Long-term debt 59 79 79 79 79 20 395<br />
Total $ 28,868 $ 1,002 $ 862 $ 534 $ 197 $ 20 $ 31,483<br />
Contingent liabilities<br />
As described in Note 17 in the Notes to Consolidated Financial Statements,<br />
we have two properties for which there are contingent liabilities.<br />
Moloney Properties (1159714 Ontario Inc.)<br />
The Sterling Road property was sold on October 13, 2009, to 2111289<br />
Ontario Inc. As a term of condition of the sale the purchaser assumed all<br />
the remediation and environmental liability of the property.<br />
Glen Ewing Properties<br />
On August 15, 2009, the Company announced that a settlement of<br />
statements of claim was reached between the adjoining industrial property<br />
owner, HPS and <strong>Hammond</strong> Manufacturing Company Limited.<br />
All claims with regard to Glen Ewing properties have been settled<br />
by agreement between the parties and include the undertaking of a joint<br />
remediation plan.<br />
Management is not aware of any other contingent liabilities.<br />
22 Management’s Discussion and Analysis<br />
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dollars in thousands unless otherwise stated<br />
Normal course issuer bid<br />
On March 9, 2009, the Board of Directors authorized the repurchase of up<br />
to 400,000 of its Class A Subordinate Voting Shares (“Class A Shares”),<br />
representing 4.47% of the 8,948,000 Class A Shares outstanding as of<br />
July 14, 2009, by way of a normal course issuer bid (“NCIB”) through the<br />
facilities of the Toronto Stock Exchange (“TSX”). Daily purchases were<br />
limited to 2,582 Class A shares, other than block purchase exceptions,<br />
which is 25% of the average daily trading volume of 10,327 Class A shares<br />
of HPS on the TSX in the preceding six calendar months.<br />
Per the terms of the normal course issuer bid, the Class A Shares<br />
repurchase program was terminated as at July 20, <strong>2010</strong>.<br />
The Company purchased a total of 108,174 Class A Shares at a cost<br />
of $915 in 2009 and purchased 51,202 Class A Shares at a cost of $584 in<br />
<strong>2010</strong> for a cumulative total of 159,376 Class A shares at a cost of $1,499<br />
under the plan.<br />
Decisions regarding the timing of repurchases were based on market<br />
conditions, share price and other factors. Class A Shares repurchased under<br />
the bid were cancelled.<br />
The Board of Directors of HPS authorized the NCIB, as it believed<br />
market conditions provided opportunities for HPS to acquire Class A Shares<br />
at attractive prices and were an appropriate use of HPS funds enhancing<br />
shareholder value.<br />
Regular dividend declared<br />
On October 26, <strong>2010</strong>, the Board of Directors declared a regular annual<br />
cash dividend of $0.13 per Class A Subordinate Voting Share and $0.13<br />
per Class B Common Share, which was paid on December 10, <strong>2010</strong>, to<br />
shareholders of record at the close of business on November 19, <strong>2010</strong>.<br />
The ex-dividend date is November 17, <strong>2010</strong>. The regular dividend was<br />
declared in recognition of the Company’s financial performance in <strong>2010</strong><br />
and demonstrates confidence in HPS’ business strategies going forward.<br />
Disclosure controls and procedures<br />
As at December 31, <strong>2010</strong>, we conducted an evaluation, under the<br />
supervision and with the participation of the Chief Executive Officer and<br />
the Chief Financial Officer, of the effectiveness of the design and operation<br />
of our disclosure controls and procedures. Based on this evaluation, our<br />
Chief Executive Officer and Chief Financial Officer have concluded that<br />
as of December 31, <strong>2010</strong> such disclosure controls and procedures were<br />
operating effectively.<br />
Internal controls over financial reporting<br />
The Management of our company is responsible for establishing and<br />
maintaining adequate internal controls over financial reporting. Our<br />
internal control system was designed to provide reasonable assurance to<br />
our Management and Board of Directors regarding the preparation and<br />
fair presentation of published financial statements in accordance with<br />
generally accepted accounting principles. All internal control systems, no<br />
matter how well designed, have inherent limitations. Therefore, even those<br />
systems determined to be effective can provide only reasonable assurance<br />
with respect to financial statement preparation and presentation.<br />
Canadian Securities Administrators require that companies certify the<br />
effectiveness of internal controls over financial reporting. It also requires<br />
a company to use a control framework such as the Internal Control –<br />
Integrated Framework (COSO Framework) to design internal controls<br />
over financial reporting. As well, the threshold for reporting a weakness<br />
of internal controls over financial reporting should be of a “material<br />
weakness” rather than “reportable deficiency.” HPS has designed its internal<br />
controls in accordance with the COSO Framework and has carried out<br />
retesting in <strong>2010</strong>, which was completed in the fourth quarter.<br />
As of December 31, <strong>2010</strong>, Management, with the supervision<br />
and participation of the Chief Executive Officer and Chief Financial<br />
Officer, assessed the effectiveness of the Company’s internal control over<br />
financial reporting. Based on that assessment, the Chief Executive Officer<br />
and Chief Financial Officer have concluded that the internal controls are<br />
effective and that there were no material weaknesses in the Company’s<br />
internal control over financial reporting as of December 31, <strong>2010</strong>.<br />
Changes in internal control over financial<br />
reporting and disclosure controls and<br />
procedures<br />
During <strong>2010</strong> there were no material changes identified in HPS’ internal<br />
controls over financial reporting that had materially affected, or were<br />
reasonably likely to materially affect, HPS’ internal control over financial<br />
reporting. HPS does carry out ongoing improvements to its internal controls<br />
over financial reporting but nothing considered at a material level.<br />
International financial reporting<br />
standards<br />
may arise, including changes in IFRS, regulations or economic conditions,<br />
which could change these assumptions, estimates or expectations or the<br />
information provided.<br />
In February 2008, the Accounting Standards Board of the Canadian<br />
Institute of Chartered Accountants (“CICA”) affirmed its intention to replace<br />
Canadian GAAP with IFRS. Although IFRS uses a conceptual framework<br />
similar to Canadian GAAP, differences in accounting policies and additional<br />
required disclosures will need to be addressed. The Company will adopt<br />
IFRS commencing the first quarter reporting of 2011 with comparative<br />
data from <strong>2010</strong>.<br />
The project was completed in 3 phases; Phase One – Scoping and<br />
Diagnostics, Phase Two – Analysis and Development and Phase Three –<br />
Implementation and Review.<br />
Phase One – Scoping and Diagnostics<br />
This phase consisted of a high-level assessment to identify key areas of<br />
Canadian GAAP and IFRS differences that were most likely to impact the<br />
Company. This assessment was completed by Management and external<br />
advisers in the third quarter of 2009 and was integral in prioritizing<br />
subsequent steps.<br />
Phase Two – Analysis and Development<br />
This phase involves the detailed assessment, from an accounting, reporting<br />
and business perspective, of the changes that will be caused by the<br />
conversion to IFRS. During this phase any applicable accounting policy<br />
choices permissible under IFRS will be assessed for the most appropriate<br />
application. Areas identified in Phase One are analyzed in detail to assess<br />
if any changes to policies are required and what, if any, impact this will<br />
have. During this phase our key finance staff will be trained on IFRS.<br />
Management and Audit Committee members will be educated regarding<br />
IFRS implications.<br />
This phase is underway and is scheduled for completion early in<br />
2011. In this regard the Company has considered the following aspects<br />
of the transitional provisions to be effective on January 1, <strong>2010</strong>. This is<br />
not an exhaustive list and relates only to those areas where Management<br />
considers the likely impact to be more significant.<br />
The following information is provided solely for the purpose of allowing<br />
investors and others to obtain a better understanding of the Company’s<br />
international financial reporting standards (“IFRS”) changeover plan and the<br />
resulting expected effects on the Company’s financial statements. Readers<br />
are cautioned that it may not be appropriate to use such information for<br />
any other purpose. The accounting policy differences identified in this<br />
MD&A should not be considered as complete or final as further changes,<br />
or other effects and other policy differences may be identified. In addition,<br />
the information provided reflects the Company’s current assumptions,<br />
estimates and expectations, all of which are subject to change. Circumstances<br />
▶ Property, plant and equipment: The Company intends to utilize the<br />
IFRS 1 election to recognize certain parcels of land at fair value at<br />
January 1, <strong>2010</strong>. All other property, plant and equipment will retain<br />
its historical cost on transition and will reflect the application of<br />
componentization, which is expected to have an insignificant impact<br />
on the opening financial position at January 1, <strong>2010</strong>. The Company<br />
has finalized fair value assessments for its properties and the<br />
resulting adjustment will be an increase to property of $2,270, and a<br />
$2,006 increase to retained earnings at January 1, <strong>2010</strong>, net of future<br />
tax implications.<br />
24 Management’s Discussion and Analysis<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 25
dollars in thousands unless otherwise stated<br />
▶ Employee future benefits: The Company plans to utilize the IFRS 1 election<br />
and recognize all unamortized actuarial gains and losses through equity.<br />
This will result in an increase in an accrued benefit obligation of $245<br />
and a corresponding decrease in retained earnings at January 1, <strong>2010</strong>,<br />
net of any related future tax implications.<br />
▶ Functional currency: The Company has performed an analysis of<br />
the functional currency of each of its operations located in Canada,<br />
the U.S. and Mexico, in accordance with the requirements of<br />
IAS 21 – The Effects of Changes in Foreign Exchange Rates. Under<br />
Canadian GAAP it had previously been concluded that the functional<br />
currency of all the Company’s operations was the Canadian dollar. Under<br />
IAS 21 it has been concluded that the operations in Canada have the<br />
Canadian dollar as their functional currency, the operations in the U.S.<br />
have the U.S. dollar as their functional currency and that the operations<br />
in Mexico have the Mexican peso as their functional currency.<br />
▶ Balance Sheet translation: The impact of adapting Balance Sheet spot<br />
rate currency translation as at January 1, <strong>2010</strong>, resulted in a in a decrease<br />
in retained earnings of $625. Going forward, translation adjustments<br />
related to the operations in the U.S. and Mexico will be recognized in<br />
shareholders’ equity rather than through the statement of earnings,<br />
as is currently the case under Canadian GAAP.<br />
▶ Business combinations: The impact of adapting business combinations<br />
IFRS accounting at January 1, <strong>2010</strong>, resulted in a decrease in retained<br />
earnings of $26.<br />
The Company expects that the net impact of the above items<br />
and any related future tax implications to result in a small increase in<br />
shareholders’ equity at January 1, 2011, with such increase not expected<br />
to exceed $1,110.<br />
Phase Three – Implementation and Review<br />
This phase involves executing the work completed in Phase Two by making<br />
changes to business and accounting processes and supporting information<br />
systems. It will also include the review of all internal controls that may<br />
have been impacted by any of the changes. <strong>2010</strong> comparative data will be<br />
collected for comparative disclosure starting in the first quarter of 2011.<br />
The Company’s IFRS transition and implementation project is on<br />
schedule and will meet the Quarter 1, 2011 reporting deadline.<br />
Subsequent events<br />
Purchase of Euroelettro S.p.A.<br />
The Company announced on March 21, 2011, that the acquisition of Euroelettro<br />
S.p.A. was completed. The company will operate as Euroelettro S.p.A. (“EE”),<br />
a wholly-owned subsidiary of <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc.<br />
With more than 20 years’ of experience, EE has its corporate office<br />
and manufacturing plant in Meledo di Sarego, Italy. EE’s business involves<br />
the design and manufacture of cast coil, standard and custom dry-type<br />
distribution and power transformers with annual sales revenues of<br />
approximately $15 million. EE has a reputation in the industry for its<br />
custom design capabilities, product reliability and quality.<br />
The cost of the acquisition was approximately $13,700 (stated in<br />
Canadian dollars) and the total purchase consideration was a combination<br />
of approximately $7,990 (stated in Canadian dollars) in cash and $5,710<br />
(stated in Canadian dollars) in assumed debt.<br />
The purchase of EE expands HPS’ global presence, provides a platform<br />
for expansion into the European market and increases its product breadth<br />
offering with design and manufacturing capabilities in cast coil transformer<br />
technology. The addition of cast coil product with HPS’ already broad dry<br />
transformer product offering will support HPS’ growth in North America<br />
as well as in other global markets.<br />
The acquisition of EE further strengthens HPS’ transformer brands,<br />
supports North American and European market share expansion, provides<br />
increased manufacturing capacity and advances the Company’s business<br />
hedging strategies.<br />
Risks and uncertainties<br />
As with most businesses, HPS is subject to a number of marketplace,<br />
industry and economic related business risks, which could have some<br />
material impact on our operating results. These risks include:<br />
▶ The cyclical effects, unpredictability and volatility of market costs<br />
and supply pressures for commodities such as copper, insulation and<br />
electrical grain oriented steel;<br />
▶ A significant, unexpected change in the global demand for<br />
resources;<br />
▶ The extreme variability of the Canadian dollar versus the U.S. dollar;<br />
▶ Global economic recession;<br />
▶ Interest rates;<br />
▶ Government protectionism;<br />
▶ Competition;<br />
▶ Credit risk; and<br />
▶ Global political unrest.<br />
The Company is very cognizant of these risks and continually assesses<br />
the current and potential impacts that they have on the business. HPS<br />
continuously works to lessen the negative impact of these risks through<br />
diversification of its core business, market channel expansion, breadth<br />
of product offering, geographic diversity of its operations and business<br />
hedging strategies.<br />
There are, however, several risks that deserve particular attention:<br />
Commodity prices<br />
An area that has had a definite impact on the Company’s costs and<br />
earnings is the cyclical effects and unprecedented market cost pressures<br />
of copper commodity and steel pricing in the global market. Due to this<br />
unpredictability, particularly with copper pricing, HPS implemented a future<br />
contracts hedging strategy. Strategic supply line agreements and alliances<br />
are in place with our major steel suppliers to ensure adequate supply and<br />
competitive market pricing.<br />
The Company had forward commodity contracts in place for <strong>2010</strong> and<br />
has entered into contracts to the end of the year 2011.The details of the<br />
forward commodity contracts outstanding as at December 31, <strong>2010</strong>, are<br />
discussed in Note 16 in the Notes to Consolidated Financial Statements.<br />
Foreign exchange<br />
HPS operating results are reported in Canadian dollars. Nonetheless, the<br />
majority of our sales and material purchases are denominated in U.S.<br />
dollars. While there is a natural hedge, as sales denominated in U.S. dollars<br />
are partially offset by the cost of raw materials purchased from the U.S.<br />
and commodities tied to U.S. dollar pricing, a change in the value of the<br />
Canadian dollar against the U.S. dollar will impact earnings. In general, a<br />
lower value for the Canadian dollar compared to the U.S. dollar will have<br />
a beneficial impact on the Company’s results. Inversely, a higher value for<br />
the Canadian dollar compared to the U.S. dollar will have a corresponding<br />
negative impact on the Company’s profitability.<br />
The Company also has a U.S. operating subsidiary and U.S. dollar<br />
assets. The exchange rate between the Canadian and U.S. dollar can<br />
vary significantly from year to year. There is a corresponding positive or<br />
negative impact to the Company’s Statement of Earnings solely related to<br />
the foreign exchange translation of its U.S. Balance Sheet.<br />
We have partially reduced the impact of foreign exchange fluctuations<br />
through increasing our U.S. dollar driven manufacturing output and have<br />
further enhanced our geographic manufacturing hedge through the acquisition<br />
of Delta Transformers Inc. This operation is a buyer of raw materials priced<br />
in U.S. dollars and essentially has all of its sales in Canada.<br />
The Company also lessened its Balance Sheet translation exchange<br />
rate risk by entering into forward foreign exchange contracts.<br />
Finally, HPS periodically institutes price increases to help offset<br />
the negative impact of changes in foreign exchange and product cost<br />
increases.<br />
Interest rates<br />
The Company has structured its debt financing to take advantage of the<br />
current lower interest rates, but is cognizant that a rise in interest rates<br />
will negatively impact the financial results of the Company. The Company<br />
continuously reviews its interest rate strategy and with current lower<br />
short-term interest rates has not entered into any long-term contracts.<br />
As part of hedging this risk, the Company may enter into fixed<br />
long-term rates on part of its total debt. The Company believes that a<br />
more significant impact of a rise in interest rates would apply to our<br />
customers’ investment decisions and financing capabilities.<br />
Credit<br />
A substantial portion of the Company’s accounts receivable are with customers<br />
in manufacturing sectors and are subject to credit risks normal to those<br />
industries. Although the Company has historically incurred very low bad<br />
debt expense, the current economic conditions increase this exposure.<br />
Global/North American economy<br />
Given the negative economic environment, particularly in North America,<br />
we are focusing our efforts over the next twelve months on projects<br />
that will increase our cost competitiveness, capacity and improve our<br />
manufacturing flexibility. The Company believes that being agile as an<br />
organization will become even more important in order to respond quickly<br />
to both unexpected opportunities and challenges. We also believe that<br />
through our OEM and distributor channels, our growing access to a variety<br />
of global and domestic markets will help HPS expand market share during<br />
this economic slowdown.<br />
Off-balance sheet arrangements<br />
The Company has no off-balance sheet arrangements, other than operating<br />
leases disclosed in the Notes to the Consolidated Financial Statements as<br />
at the end of the of the <strong>2010</strong> fiscal year.<br />
Transactions with related parties<br />
The Company had no transactions with related parties in <strong>2010</strong>.<br />
Proposed transactions<br />
While the Company continues to evaluate potential business expansion<br />
initiatives, it has no firm proposed transactions as at December 31, <strong>2010</strong>.<br />
Financial instruments<br />
The Company utilized foreign exchange forward contracts, which resulted<br />
in a gain of $1,078 in the year, to hedge the risk associated with currency<br />
fluctuations as a result of foreign Balance Sheet translation. The Company<br />
does not enter into foreign exchange forwards for speculative purposes.<br />
Realized and unrealized losses and gains associated with foreign exchange<br />
forward contracts are included in “foreign exchange loss/gain” in the<br />
consolidated financial statements.<br />
There were no forward foreign exchange contracts in place as at<br />
December 31, <strong>2010</strong>.<br />
26 Management’s Discussion and Analysis<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 27
dollars in thousands unless otherwise stated<br />
Critical accounting estimates<br />
The preparation of the Company’s consolidated financial statements requires<br />
Management to make estimates and assumptions that affect the reported<br />
amounts of assets, liabilities, revenues and expenses and the disclosure<br />
of contingent assets and liabilities. These estimates are based upon<br />
Management’s historical experience and various other assumptions that are<br />
believed by Management to be reasonable under the circumstances. Such<br />
assumptions and estimates are evaluated on an ongoing basis and form<br />
the basis for making judgments about the carrying values of assets and<br />
liabilities that are not readily apparent from other sources. Actual results<br />
could differ from these estimates. The Company assesses the carrying value<br />
of its property, plant and equipment, intangible assets and goodwill every<br />
year, or more often if necessary, If it is determined that we cannot recover<br />
the carrying value of an asset or goodwill, the unrecoverable amount is<br />
written off against current earnings. The Company bases its assessment of<br />
recoverability on assumptions and judgments about future prices, demand<br />
and manufacturing costs. A material change in any of these assumptions<br />
could have a significant impact on the potential impairment and/or useful<br />
lives of these assets.<br />
Outstanding share data<br />
Details of the Company’s outstanding share data as of March 30, 2011,<br />
are as follows:<br />
8,804,624 Class A Shares<br />
2,778,300 Class B Common Shares<br />
11,582,924 Total Class A and B Shares<br />
Strategic direction and outlook<br />
As evidenced in the <strong>2010</strong> <strong>Annual</strong> <strong>Report</strong>, HPS continues to expand in<br />
both Canada and the U.S. Although their economies and the electrical<br />
market were soft for most of this year, the Company is very aware of the<br />
general global economic decline particularly in North America, the potential<br />
negative impact of a stronger and unpredictable Canadian dollar and the<br />
variability of raw material commodity costs. The Company continues to<br />
deal with these deterrents in a deliberate and forthright manner through<br />
its operational projects and strategic initiatives.<br />
The Company is not immune to the challenges it faces from these<br />
negative influences but is confident that the business fundamentals that it<br />
has built will sustain and grow the Company in the future. The Company<br />
believes that this is a time to be cautious but not complacent, conservative<br />
but progressive. It will be unwavering in its pursuit of improved productivity<br />
gains, sales growth from new product development, geographic diversification,<br />
capacity expansion and escalation of market share.<br />
The Company is proud of our past achievements and is aware of<br />
the cloak of economic pessimism, but we are optimistic about our future<br />
opportunities. We are stronger and more capable of enduring economic<br />
uncertainty.<br />
HPS showed strong performance across all financial and operational<br />
metrics and it is noteworthy that last year’s solid financial performance<br />
was realized during a global economic decline.<br />
We will continue to focus our efforts on sustaining profit rates<br />
through selling price increases, sales growth, geographic manufacturing<br />
dispersion, productivity gains, new product development and market<br />
share penetration.<br />
We expect sales growth will be realized in several of our market<br />
segments but will remain at a lower level in others. A portion of our sales<br />
will come from major customer projects for which the exact timing is hard<br />
to predict, thus influencing quarterly sales fluctuations.<br />
HPS is positioned to meet the evolving needs of our traditional markets<br />
while becoming a central player in a growing number of emerging markets.<br />
Our success lies in our ability to bring together decades of experience,<br />
engineering expertise, solid supplier relationships, as well as a unique<br />
business perspective gained through our diverse products, customers<br />
and markets.<br />
We define success during these periods of economic disruption as<br />
the ability to deliver sound financial results while maintaining the level<br />
of investment required keeping our Company at a strategic advantage<br />
going forward.<br />
We remain attentive in continuing our disciplined cost management<br />
initiatives and in bringing quality and value to all stakeholders of the<br />
Company. We will deliver solid financial performance, provide a sustainable<br />
return to our shareholders and maintain the Balance Sheet strength of<br />
the Company.<br />
28 Management’s Discussion and Analysis<br />
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dollars in thousands unless otherwise stated<br />
<strong>2010</strong> Independent Auditors’ <strong>Report</strong><br />
Management’s Responsibility for Financial Statements<br />
The Consolidated Financial Statements are the responsibility of the management of <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc. These statements have been prepared in accordance with<br />
Canadian generally accepted accounting principles, using management’s best estimates and judgments where appropriate.<br />
Management is responsible for the reliability and integrity of the Consolidated Financial Statements, the Notes to Consolidated Financial Statements and other financial<br />
information contained in the report. In the preparation of these statements, estimates were sometimes necessary because a precise determination of certain assets and<br />
liabilities is dependent on future events. Management believes such estimates have been based on careful judgment and have been properly reflected in the accompanying<br />
Consolidated Financial Statements. Management is responsible for the maintenance of a system of internal controls designed to provide reasonable assurances that the assets<br />
are safeguarded and that accounting systems provide timely, accurate and reliable financial information.<br />
The Board of Directors is responsible for ensuring that management fulfills its responsibilities through the Audit Committee of the Board, which is composed of all of<br />
the directors, of whom five are non-management directors. The Audit Committee meets periodically with management and the auditors to satisfy itself that management’s<br />
responsibilities are properly discharged, to review the Consolidated Financial Statements and to recommend approval of the Consolidated Financial Statements to the Board<br />
of Directors.<br />
KPMG LLP, the independent auditors appointed by the shareholders, has audited the Company’s Consolidated Financial Statements in accordance with Canadian<br />
generally accepted auditing standards, and their report follows. The independent auditors have full and unrestricted access to the Audit Committee to discuss their audit<br />
and related findings as to the integrity of the financial reporting process.<br />
William G. <strong>Hammond</strong><br />
Chairman & Chief Executive Officer<br />
To the Shareholders of <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc.<br />
Christopher R. Huether<br />
Corporate Secretary and Chief Financial Officer<br />
We have audited the accompanying consolidated financial statements of <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc. (“the Entity”), which comprise the balance sheets as at December<br />
31, <strong>2010</strong> and December 31, 2009 and the statements of earnings and comprehensive earnings, statements of shareholders’ equity, and statements of cash flows for the<br />
years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.<br />
Management’s Responsibility for the Financial Statements<br />
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting<br />
principles, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement,<br />
whether due to fraud or error.<br />
Auditors’ Responsibility<br />
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally<br />
accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether<br />
the consolidated financial statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our<br />
judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we<br />
consider internal control relevant to the Entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the<br />
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of<br />
accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.<br />
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinions.<br />
Opinion<br />
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc. as at December 31, <strong>2010</strong> and<br />
December 31, 2009, and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.<br />
Chartered Accountants, Licensed Public Accountants<br />
March 30, 2011<br />
Waterloo, Canada<br />
Consolidated Balance Sheets<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
Assets<br />
Current assets:<br />
<strong>2010</strong> 2009<br />
Cash $ 19,536 $ 14,049<br />
Accounts receivable 32,201 27,820<br />
Income taxes recoverable 2,188 3,006<br />
Inventories (Note 3) 26,535 25,722<br />
Prepaid expenses 921 514<br />
Future income taxes (Note 9) 574 643<br />
81,955 71,754<br />
Property, plant and equipment (Note 4) 27,292 26,452<br />
Investment in properties (Note 5) 1,044 1,044<br />
Accrued pension benefit asset (Note 12) 4 –<br />
Future income taxes (Note 9) 12 42<br />
Intangible assets (Note 6) 4,905 5,125<br />
Goodwill 2,180 2,180<br />
Liabilities and Shareholders’ Equity<br />
Current liabilities:<br />
$ 117,392 $ 106,597<br />
Bank operating lines of credit (Note 7) $ 1,447 $ 4,025<br />
Accounts payable and accrued liabilities 27,870 23,503<br />
Income taxes payable 218 85<br />
Future income taxes (Note 9) 326 180<br />
29,861 27,793<br />
Long term debt (Note 8) 395 –<br />
Accrued pension benefit obligation (Note 12) – 5<br />
Environmental reserve, net of current portion (Note 17(b)) 118 139<br />
Future income taxes (Note 9) 1,465 1,157<br />
Shareholders’ equity:<br />
Share capital (Note 10) 12,968 12,959<br />
Contributed surplus 968 626<br />
Retained earnings 71,617 63,918<br />
Commitments (Note 17)<br />
Contingent liabilities (Note 18)<br />
Subsequent event (Note 19)<br />
See accompanying Notes to Consolidated Financial Statements.<br />
On behalf of the Board:<br />
William G. <strong>Hammond</strong><br />
Chairman & Chief Executive Officer<br />
85,553 77,503<br />
$ 117,392 $ 106,597<br />
Douglas V. Baldwin<br />
Director<br />
30 INDEPENDENT AUditors’ REPORT<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 31
Consolidated Statements of Earnings and Comprehensive Earnings<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars except earnings per share)<br />
Consolidated Statements of Shareholders’ Equity<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
<strong>2010</strong> 2009<br />
Sales $ 190,604 $ 195,437<br />
Costs of sales 141,286 142,710<br />
49,318 52,727<br />
Selling, general and administrative 34,341 33,784<br />
Earnings before the undernoted 14,977 18,943<br />
Other expenses:<br />
Interest expense 103 178<br />
Foreign exchange loss 14 2,370<br />
Loss on disposal of equipment 6 –<br />
Co-tenancy expense 84 175<br />
Loss – rental property investment 3 148<br />
210 2,871<br />
Income before income taxes 14,767 16,072<br />
Share<br />
capital<br />
Contributed<br />
surplus<br />
Retained<br />
earnings<br />
Total<br />
shareholders’<br />
Equity<br />
Balance, as at January 1, 2009 $ 13,061 $ 512 $ 56,211 $ 69,784<br />
Cash consideration on exercise of stock options 36 – – 36<br />
Ascribed value credited to share capital<br />
on exercise of stock options 20 (20) –<br />
Stock based compensation expense – 140 – 140<br />
Share repurchase and cancellation (158) (6) (751) (915)<br />
Net earnings – – 9,631 9,631<br />
Dividends – – (1,173) (1,173)<br />
Balance as at December 31, 2009 $ 12,959 $ 626 $ 63,918 $ 77,503<br />
Cash consideration on exercise of stock options 55 – – 55<br />
Ascribed value credited to share capital<br />
on exercise of stock options 28 (28) – –<br />
Stock based compensation expense – 373 – 373<br />
Share repurchase and cancellation (74) (3) (507) (584)<br />
Net earnings – – 9,710 9,710<br />
Dividends – – (1,504) (1,504)<br />
Balance as at December 31, <strong>2010</strong> $ 12,968 $ 968 $ 71,617 $ 85,553<br />
Income tax expense: (Note 9)<br />
Current 4,520 5,679<br />
Future 537 762<br />
5,057 6,441<br />
See accompanying Notes to Consolidated Financial Statements.<br />
Net earnings and comprehensive earnings $ 9,710 $ 9,631<br />
Earnings per share: (Note 11)<br />
Basic $ 0.84 $ 0.82<br />
Diluted $ 0.83 $ 0.82<br />
See accompanying Notes to Consolidated Financial Statements.<br />
32 CONSOLIDATED FINANCIAL STATEMENTS<br />
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Consolidated Statements of Cash Flows<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
Cash provided by (used in):<br />
<strong>2010</strong> 2009<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc. (“HPS” or the “Company”) is a public company, traded on the Toronto Stock Exchange (“HPS.A”) and is incorporated under<br />
the Ontario Business Corporations Act. HPS designs and manufactures custom electrical engineered magnetics and standard electrical dry-type transformers,<br />
serving the electrical and electronic industries. The Company has manufacturing plants in Canada, the United States and Mexico.<br />
Operations:<br />
Net earnings $ 9,710 $ 9,631<br />
Add (deduct) items not involving cash:<br />
Amortization of property, plant and equipment 3,257 3,013<br />
Amortization of intangible assets 592 553<br />
Accrued pension benefit obligation (9) (24)<br />
Future income taxes 537 762<br />
Foreign exchange 886 1,248<br />
Environmental reserve (40) (85)<br />
Stock based compensation expense 373 140<br />
Loss on disposal of equipment 6 –<br />
15,312 15,238<br />
Change in non-cash operating working capital (Note 14) (264) 11,180<br />
Cash provided by operations 15,048 26,418<br />
Financing:<br />
Repayments of bank operating lines of credit (2,578) (2,448)<br />
Issuance of common shares 55 36<br />
Share repurchase and cancellation (584) (915)<br />
Dividends paid (1,504) (1,173)<br />
Proceeds from long-term debt 395 –<br />
Cash used in financing activities (4,216) (4,500)<br />
Investments:<br />
Proceeds on disposal of equipment 2 –<br />
Purchase of intangible assets (372) (207)<br />
Purchase of property, plant and equipment (4,105) (8,342)<br />
Cash used in investment activities (4,475) (8,549)<br />
1. Summary of significant accounting policies:<br />
(a)<br />
(b)<br />
(c)<br />
(d)<br />
(e)<br />
The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”)<br />
and reflect the following policies:<br />
Principles of consolidation:<br />
The consolidated financial statements include the accounts of <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc. and its wholly owned subsidiaries, <strong>Hammond</strong> <strong>Power</strong><br />
<strong>Solutions</strong>, Inc., <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong>, S.A. de C.V., and Delta Transformers Inc. All significant inter-company transactions and balances have<br />
been eliminated.<br />
Translation of foreign currencies:<br />
The Company’s subsidiary operations, located in the U.S. and Mexico are deemed to be integrated foreign operations and, therefore, their financial<br />
statements are translated using the temporal method. Under this method, all asset, liability, revenue and expense items are translated at the<br />
exchange rate in effect at the transaction date. At the Balance Sheet dates, monetary assets and liabilities are adjusted to reflect the year-end<br />
exchange rate. The gain or loss resulting from translation is included in the determination of income for the current period.<br />
Revenue recognition:<br />
The Company recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant<br />
receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable.<br />
Service revenue is recognized when the service is performed, or, in the case of maintenance contracts, is recognized as costs are incurred to<br />
fulfill the contract.<br />
A provision for potential warranty claims is provided for at the same time of sale, based on warranty terms and prior claims experience.<br />
Inventories<br />
Inventories are valued at the lower of cost, determined on a first-in, first-out basis, and net realizable value. When circumstances, which previously<br />
caused inventories to be written down no longer, exists the previous impairment is reversed.<br />
Property, plant and equipment:<br />
Property, plant and equipment are stated at cost less accumulated amortization. Property, plant and equipment under capital leases are initially<br />
recorded at the present value of the minimum lease payments at the inception of the lease.<br />
Amortization is provided using the following method and annual rates:<br />
Asset basis Rates<br />
Buildings Straight-line 3.3 – 7.1%<br />
Leaseholds Straight-line 20%<br />
Machinery and equipment Straight-line 10 – 25%<br />
Office equipment Straight-line 10 – 25%<br />
Foreign exchange loss on cash held in foreign currency (870) (1,162)<br />
Increase in cash 5,487 12,207<br />
Cash, beginning of year 14,049 1,842<br />
Cash, end of year $ 19,536 $ 14,049<br />
See Note 13 for supplemental cash flow information.<br />
See accompanying Notes to Consolidated Financial Statements.<br />
(f)<br />
(g)<br />
Long-term investments:<br />
The investments in the co-tenancy of Glen Ewing Properties (50%) and in 1159714 Ontario Inc. (50%), the rental property investment, are<br />
accounted for using the proportionate consolidation method whereby the Company’s proportionate share of the assets, liabilities and the related<br />
revenues and expenses of the co-tenancy and rental property is included in the consolidated financial statements.<br />
Financial instruments:<br />
The Company has classified its financial instruments as follows:<br />
• Cash is classified as held-for-trading;<br />
• Accounts receivable and note receivable are classified as loans and receivables;<br />
34 CONSOLIDATED FINANCIAL STATEMENTS<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 35
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
• Bank operating lines of credit are classified as held-for-trading;<br />
• Account payable and accrued liabilities and long-term debt are classified as other liabilities; and<br />
• Derivative financial instruments are classified as held-for-trading.<br />
the average remaining life expectancy of the former employees, which is 21.75 years (2009 – 20.63).<br />
• When a restructuring of a benefit plan gives rise to both a curtailment and a settlement of obligations, the curtailment is accounted for prior to<br />
the settlement.<br />
All financial assets and financial liabilities are initially recognized at fair value. Subsequent measurement is dependent on their initial classification,<br />
as follows:<br />
• Financial assets and financial liabilities classified as held-for-trading are measured at fair value with changes in fair value recorded in the<br />
consolidated statements of earnings and comprehensive earnings; and<br />
• Financial assets classified as loans and receivables and financial liabilities classified as other liabilities are measured at amortized cost using the<br />
effective interest method.<br />
(k)<br />
Income taxes:<br />
The Company provides for income taxes under the asset and liability method. Under the asset and liability method, future tax assets and liabilities<br />
are recognized for the future tax consequences attributable to differences between the financial statement carrying value of existing assets and<br />
liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to<br />
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets<br />
and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.<br />
(h)<br />
(i)<br />
(j)<br />
The Company is party to derivative financial instruments in the form of forward foreign exchange contracts used to manage foreign currency<br />
exposures and forward copper contracts used to manage commodity price exposures. The Company records all of its forward contracts at fair value,<br />
with changes in fair value of foreign exchange contracts recognized through earnings as foreign exchange gains or losses and changes in fair value<br />
of copper contracts recognized through earnings as costs of sales. The carrying amount of the Company’s forward contracts is included in accounts<br />
receivable in the case of contracts in a gain position and in accounts payable and accrued liabilities in the case of contracts in a loss position.<br />
The Company capitalizes transaction costs related to financial instruments classified as other than held-for-trading.<br />
The Company uses trade date accounting for regular-way purchases and sales of financial assets.<br />
The fair value of a financial instrument is the amount of consideration that would be agreed upon in an arm’s length transaction between<br />
knowledgeable, willing parties who are under no compulsion to act. The fair value of a financial instrument on initial recognition is the transaction<br />
price, which is the fair value of the consideration given or received. Subsequent to initial recognition, the fair values of financial instruments that are<br />
quoted in active markets are based on bid prices for financial assets held and offer prices for financial liabilities. When independent prices are not<br />
available, fair values are determined by using valuation techniques that refer to observable market data.<br />
Intangible assets:<br />
Intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost and are amortized over their<br />
useful lives. The amortization methods and estimated useful lives of intangible assets, which are reviewed annually, are as follows:<br />
Asset basis Rates<br />
Customer relationships Straight-line over 15 years<br />
Software and other Straight-line over 4 years<br />
Goodwill:<br />
Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the<br />
assets acquired, less liabilities assumed based on their fair values. Goodwill is allocated as of the date of the business combination to the Company’s<br />
reporting units that are expected to benefit from the synergies of the business combination. The amount recognized as goodwill would include<br />
acquired intangible assets that do not qualify for recognition as separate assets in accordance with generally accepted accounting principles.<br />
Goodwill is not amortized and is tested for impairment annually or more frequently if events or changes in circumstance indicate that the asset<br />
might be impaired.<br />
Accrued pension benefit obligation:<br />
The Company has a defined benefit pension plan covering the former hourly employees at the Company’s Baraboo, Wisconsin facility. As at<br />
December 31, <strong>2010</strong>, there are no active employees under the plan (2009 – no active employees).<br />
The Company accrues the cost of the defined benefit plan as determined by an independent actuary based on assumptions determined by the<br />
Company and in that regard has adopted the following policies:<br />
• The pension benefit obligation is actuarially determined using the projected benefit method pro-rated on service and Management’s best estimate<br />
of expected plan investment performance, salary escalation and retirement ages.<br />
• For the purpose of calculating expected return on plan assets, those assets are valued at fair value.<br />
• Past service costs from plan amendments are amortized on a straight-line basis over the average remaining service period of employees active<br />
at the date of the amendment.<br />
• The excess of the net actuarial gain or loss over 10% of the greater of the benefit obligation and the fair value of plan assets is amortized over<br />
(l)<br />
(m)<br />
(n)<br />
(o)<br />
Stock-based compensation:<br />
The Company has a stock-based compensation plan, which is described in Note 10(c). The Company accounts for all stock-based payments using<br />
the fair value based method.<br />
Under the fair value based method, compensation cost for stock options and direct awards of stock is measured at fair value at the grant date.<br />
Compensation cost is recognized in earnings on a straight-line basis over the relevant vesting period. The counterpart is recognized in contributed<br />
surplus. Upon exercise of a stock option, share capital is recorded at the sum of the proceeds received and the related amount of contributed surplus.<br />
Earnings per share:<br />
Basic earnings per share are computed by dividing net earnings by the weighted average shares outstanding during the reporting period. The<br />
Company uses the treasury stock method for calculating diluted earnings per share. Diluted earnings per share are computed similar to basic earnings<br />
per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of warrants or<br />
stock options, if dilutive. The number of additional shares is calculated by assuming that outstanding warrants and stock options were exercised and<br />
that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period.<br />
Impairment of long-lived assets:<br />
Long-lived assets, including property, plant and equipment and intangible assets are amortized over their useful lives. The Company periodically<br />
reviews the useful lives and the carrying values of its long-lived assets for continued appropriateness. The Company reviews for impairment of<br />
long-lived assets, or asset groups, held and used whenever events or changes in circumstances indicate that the carrying amount of the assets may<br />
not be recoverable. If the sum of the undiscounted expected future cash flows expected to result from the use and eventual disposition of an asset<br />
is less than its carrying amount, it is considered to be impaired. An impairment loss is measured at the amount by which the carrying amount of the<br />
asset exceeds its fair value. When quoted market prices are not available, the Company uses the expected future cash flows discounted at a rate<br />
corresponding with the risks associated with the recovery of the asset as an estimate of fair value.<br />
Use of estimates:<br />
The preparation of the consolidated financial statements in conformity with Canadian GAAP requires Management to make estimates and<br />
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the<br />
consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and<br />
assumptions are used when accounting for items such as the determination of estimated useful lives of intangible assets and property, plant and<br />
equipment, stock-based compensation costs and valuation of goodwill. Actual results could differ from those estimates.<br />
2. Future accounting changes:<br />
International Financial <strong>Report</strong>ing Standards<br />
The Company will adopt International Financial <strong>Report</strong>ing Standards effective January 1, 2011.<br />
36 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 37
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
3. Inventories:<br />
<strong>2010</strong> 2009<br />
Raw materials and work-in-process $ 15,006 $ 13,815<br />
Finished goods 11,529 11,907<br />
$ 26,535 $ 25,722<br />
The Company recognized $141,254,000 of inventory as an expense, which is included in cost of sales during the year (2009 – $142,719,000).<br />
During the year an expense of $32,000 was recorded in cost of sales for an increase in provision to the lower of cost or net realizable value<br />
(2009 – reversal of $9,000).<br />
4. Property, plant and equipment:<br />
Cost<br />
Accumulated<br />
amortization<br />
<strong>2010</strong><br />
Net book<br />
value<br />
Land $ 1,491 – $ 1,491<br />
Buildings 14,222 3,238 10,984<br />
Leaseholds 2,468 1,767 701<br />
Machinery and equipment 32,784 20,911 11,873<br />
Office equipment 7,506 5,914 1,592<br />
Construction in progress 651 – 651<br />
$ 59,122 $ 31,830 $ 27,292<br />
Cost<br />
Accumulated<br />
amortization<br />
2009<br />
Net book<br />
value<br />
Land $ 1,491 – $ 1,491<br />
Buildings 13,000 3,275 9,725<br />
Leaseholds 1,852 817 1,035<br />
Machinery and equipment 29,643 19,043 10,600<br />
Office equipment 6,927 5,441 1,486<br />
Construction in progress 2,115 – 2,115<br />
$ 55,028 $ 28,576 $ 26,452<br />
Amortization expense for the year is $3,257,000 (2009 – $3,013,000) of which $3,129,000, $104,000, and $24,000 (2009 – $2,913,000,<br />
$94,000, and $6,000) was contributed to cost of sales, selling, general and administrative, and other expenses respectively.<br />
5. Investment in properties:<br />
The Company’s proportionate share (50%) of the revenue, expenses, assets and liabilities of the co-tenancy called Glen Ewing Properties is as<br />
The Company’s proportionate share (50%) of the assets, liabilities and cash flows of the co-tenancy called Glen Ewing Properties is as follows:<br />
Assets:<br />
<strong>2010</strong> 2009<br />
Cash $ 4 $ 46<br />
Investment in properties 1,044 1,044<br />
Equipment, net of depreciation 90 114<br />
Liabilities and shareholders’ equity:<br />
$ 1,138 $ 1,204<br />
Accounts payable and accrued liabilities $ (144) $ (159)<br />
Environmental reserve, net of current portion (118) (139)<br />
Shareholders’ equity (876) (906)<br />
Cash provided by (used in):<br />
$ (1,138) $ (1,204)<br />
Operations $ (102) $ (399)<br />
Financing 60 435<br />
Total increase in cash $ (42) $ 36<br />
The investment in properties is stated at the lower of carrying amount and estimated net realizable value.<br />
6. Intangible assets:<br />
Cost<br />
Accumulated<br />
amortization<br />
<strong>2010</strong><br />
Net book<br />
value<br />
Customer relationships $ 5,250 $ 1,050 $ 4,200<br />
Software and other 1,400 695 705<br />
$ 6,650 $ 1,745 $ 4,905<br />
Cost<br />
Accumulated<br />
amortization<br />
2009<br />
Net book<br />
value<br />
Customer relationships $ 5,250 $ 700 $ 4,550<br />
Software and other 1,028 453 575<br />
$ 6,278 $ 1,153 $ 5,125<br />
None of the intangible assets recognized by the Company are internally developed. Amortization expense for the year is $592,000 (2009 –<br />
$553,000), of which $112,000, $471,000, and $9,000 (2009 – $119,000, $434,000, and $nil) was contributed to cost of sales, selling, general &<br />
administrative and other expenses respectively.<br />
38 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 39
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
7. Bank operating lines of credit:<br />
The Company has a U.S. $40,000,000 revolving credit facility that expires on September 30, 2012, consisting of a U.S. $25,000,000 (or Canadian<br />
dollar equivalent) revolving credit line, and a U.S. $15,000,000 (or Canadian dollar equivalent) delayed draw revolving credit line facility, which<br />
are both unsecured. Interest on the revolving credit lines is dependent on certain financial ratios and ranges from Canadian bank prime rate minus<br />
0.50% to Canadian bank prime rate for the Canadian dollar denominated revolving credit lines or, if designated, the bank’s CDOR rate plus 1.25%<br />
to 1.75% and from U.S. base rate minus 1.00% to U.S. base rate minus 1.50% for the U.S. dollar denominated revolving credit lines or, if designated,<br />
the bank’s LIBOR rate plus 1.25% to 1.75%. As at December 31, <strong>2010</strong>, the Canadian dollar equivalent outstanding under the Canadian revolving<br />
credit line and the U.S. revolving credit line was $1,034,000 and $413,000 respectively (2009 – $393,000 and $3,632,000).<br />
Under the terms of the facility, the Company pays an unused line fee at rates ranging from 0.15% to 0.25% calculated monthly in arrears, on<br />
the average daily un-borrowed portion of the credit facility.<br />
8. Long-term debt:<br />
During the year the Company was awarded an unsecured, non-interest bearing credit facility of up to $1,495,000 from the Canadian Federal<br />
Economic Development Agency for Southern Ontario for the expansion of the Guelph manufacturing facility. As at December 31, <strong>2010</strong>, $395,000<br />
had been advanced to HPS, which is payable over 5 years in equal monthly installments commencing March 1, 2011.<br />
9. Income taxes:<br />
The Company’s provision for income tax is comprised of the following:<br />
<strong>2010</strong> 2009<br />
Income taxes based on a combined Canadian federal and<br />
provincial income tax rate of 41.00% (2009 – 42.00%) $ 6,054 $ 6,750<br />
Increase (decrease) in income taxes resulting from:<br />
Reduced rate for active business and manufacturing and processing (1,180) (963)<br />
Lower income tax rate on income of foreign subsidiaries (345) (785)<br />
Foreign exchange translation loss (gain) 466 1,762<br />
Permanent tax differences 118 91<br />
Others (56) (414)<br />
Income tax expense $ 5,057 $ 6,441<br />
The tax effect of temporary differences that give rise to significant portions of the future tax assets and future tax liabilities at December 31 are<br />
presented below:<br />
Current future tax asset:<br />
<strong>2010</strong> 2009<br />
Inventory provisions $ 278 $ 265<br />
Accounts receivable, allowance for doubtful accounts 23 86<br />
Investment tax credits (1) (3)<br />
Accounts payable and accrued liabilities not currently deductible 27 295<br />
$ 574 $ 643<br />
Current future tax liability:<br />
<strong>2010</strong> 2009<br />
Deductible subsequent pension contributions $ 120 $ 104<br />
Inventory provision (66) (61)<br />
Investment tax credits 44 19<br />
Unrealized gains on forward contracts 287 133<br />
Accounts receivable, allowance for doubtful accounts – (15)<br />
Accounts payable and accrued liabilities not currently deductible (59) –<br />
Long-term future tax asset:<br />
$ 326 $ 180<br />
Property, plant and equipment – differences in net book value and undepreciated capital cost $ 12 $ 42<br />
Long-term future tax liability:<br />
10. Share capital:<br />
(a)<br />
(b)<br />
Property, plant and equipment – differences in net book value and undepreciated capital cost $ 1,461 $ 1,157<br />
Intangible assets – differences in net book value and undepreciated capital cost 77 86<br />
Accrued liabilities and environmental reserve not currently deductible (73) (86)<br />
$ 1,465 $ 1,157<br />
Authorized:<br />
Unlimited number of special shares, discretionary dividends, non-voting, redeemable and retractable;<br />
Unlimited number of Class A subordinate voting shares;<br />
Unlimited number of Class B common shares with four votes per share, convertible into Class A subordinate voting shares on a one-for-one<br />
basis. <strong>Annual</strong> dividends on the Class B common shares may not exceed the annual dividends on the Class A subordinate voting shares.<br />
Issued:<br />
<strong>2010</strong> 2009<br />
8,804,624 Class A subordinate voting shares (2009 – 8,839,826) $ 12,961 $ 12,952<br />
2,778,300 Class B common shares (2009 – 2,778,300) 7 7<br />
11,582,924 Total Class A and B shares $ 12,968 $ 12,959<br />
During the year, 16,000 (2009 – 6,000) Class A subordinate voting shares were issued upon exercise of stock options, resulting in cash<br />
proceeds of $55,000 (2009 – $36,000) and a transfer of $28,000 (2009 – $20,000) from contributed surplus. Additionally, the Company purchased<br />
and cancelled 51,202 (2009 – 108,174) Class A shares under a normal course issuer bid at a cost of $584,000 (2009 – $915,000) of which<br />
$74,000, $3,000, and $507,000 (2009 – $158,000, $6,000 and $751,000) was applied against share capital, contributed surplus and retained<br />
earnings respectively. The normal course issuer authorized the repurchase of up to 400,000 Class A shares. Shares acquired under the normal course<br />
issuer bid were cancelled upon purchase. The normal course issuer bid expired on July 20, <strong>2010</strong>.<br />
(c)<br />
Stock option plan:<br />
The Company uses a stock option plan to attract and retain key employees, officers and directors. The shareholders have approved a maximum of<br />
800,000 Class A subordinate voting shares for issuance under the Stock Option Plan, with the maximum reserved for issuance to any one person<br />
at 5% of the Class A shares outstanding calculated immediately prior to the time of the grant. As per the Stock Option Plan, the Board of Directors<br />
may, at its sole discretion, determine the time during which the Options shall vest and the method of vesting, or that no vesting restriction shall<br />
exist. The stock option exercise price is the price of the Company’s common shares on the Toronto Stock Exchange at closing for the day prior to the<br />
40 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 41
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
grant date on which the Class A shares traded. The period during which an option will be outstanding shall be 7 years, or such other time fixed by<br />
the Board of Directors, subject to earlier termination upon the optionee ceasing to be a director, officer or employee of the Company. Options issued<br />
under the plan are non-transferable unless specifically provided in the Stock Option plan. Any option granted, which is cancelled or terminated for<br />
any reason prior to exercise, shall become available for future stock option grants.<br />
During the year the Company granted 100,000 options, of which 60,000 vested immediately and the remaining 40,000 vest equally in 2011<br />
and 2012. Stock-based compensation recognized and the amount credited to contributed surplus during the year is $373,000 and relates to <strong>2010</strong><br />
options granted and to options granted in prior years that vested during the year. In 2009, 60,000 options were granted, of which 33,334 vested<br />
immediately, 13,333 vest in <strong>2010</strong> and 13,333 in 2011. The stock-based compensation expense recognized and amount credited to contributed<br />
surplus in 2009 amounted to $140,000. The weighted average fair value of options granted in <strong>2010</strong> is $4.13 (2009 – $2.47) and is calculated<br />
based on the following assumptions:<br />
<strong>2010</strong> 2009<br />
Expected volatility 50.39% 53.2%<br />
Risk free interest rate 2.08% 1.8%<br />
Expected life in years 3.8 years 3.8 years<br />
Expected dividend yield 1.2% 0.0%<br />
Summary of the Plan as at December 31, <strong>2010</strong> and 2009:<br />
Number of<br />
options<br />
Weighted<br />
average<br />
exercise price<br />
<strong>2010</strong> 2009<br />
Number of<br />
options<br />
Weighted<br />
average<br />
exercise price<br />
Outstanding, beginning of year 269,500 $ 5.90 224,500 $ 6.07<br />
Granted 100,000 10.55 60,000 5.91<br />
Exercised (16,000) 3.46 (6,000) 6.00<br />
Cancelled – – (9,000) 10.24<br />
Outstanding, end of year 353,500 $ 7.32 269,500 $ 5.90<br />
Exercisable, end of year 300,167 $ 6.96 229,834 $ 5.89<br />
Options outstanding and exercisable at December 31, <strong>2010</strong>:<br />
Exercise price<br />
Options outstanding<br />
Number<br />
of options<br />
outstanding<br />
Weighted<br />
average remaining<br />
contractual life<br />
(years)<br />
Weighted<br />
average<br />
exercise price<br />
Options exercisable<br />
Number<br />
of options<br />
exercisable<br />
Weighted<br />
average<br />
exercise price<br />
$ 1.93 94,000 1.6 $ 1.93 94,000 $ 1.93<br />
6.00 47,000 2.9 6.00 47,000 6.00<br />
13.64 52,500 4.2 13.64 52,500 13.64<br />
5.91 60,000 5.2 5.91 46,667 5.91<br />
10.55 100,000 6.2 10.55 60,000 10.55<br />
353,500 4.1 $ 7.32 300,167 $ 6.96<br />
11. Earnings per share:<br />
The computations for basic and diluted earnings per share are as follows:<br />
<strong>2010</strong> 2009<br />
Net earnings $ 9,710 $ 9,631<br />
Weighted average number of common shares outstanding during the year 11,597,831 11,702,990<br />
Incremental shares issued from assumed exercise of stock options 117,755 91,982<br />
11,715,586 11,794,972<br />
Earnings per share:<br />
Basic $ 0.84 $ 0.82<br />
Diluted $ 0.83 $ 0.82<br />
For the year ended December 31, <strong>2010</strong>, stock options to purchase 52,500 (2009 – 52,500) Class A subordinate voting shares are excluded from the<br />
weighted average number of common shares outstanding in the calculation of the diluted earnings per share as they are anti-dilutive.<br />
12. Pension plans:<br />
(a)<br />
(b)<br />
Defined contribution plan:<br />
The Company has defined contribution pension plans that are available to virtually all of its employees with eligible employee contributions based<br />
on 2-5.75% of annual earnings. The Company’s contribution of $ 991,000 (2009 – $922,000) matches the employee contribution.<br />
Defined benefit plan:<br />
The Company maintains a contributory defined pension plan covering all of its former hourly employees in Baraboo, Wisconsin. The Company<br />
measures its accrued pension benefit obligations and the fair value of plan assets for accounting purposes as at December 31 of each year. The most<br />
recent actuarial valuation of the pension plan for funding purposes was as of August 1, <strong>2010</strong> and the next required valuation is August 1, 2011.<br />
Information about the Company’s defined benefit plan is as follows:<br />
Accrued benefit obligation:<br />
<strong>2010</strong> 2009<br />
Balance, beginning of year $ (975) $ (1,052)<br />
Interest cost (51) (59)<br />
Benefits paid 71 50<br />
Actuarial gain (47) (92)<br />
Foreign exchange 49 178<br />
Balance, end of year $ (953) $ (975)<br />
Plan assets:<br />
Fair value, beginning of year $ 725 $ 824<br />
Actual return on plan assets 51 45<br />
Employer contributions 32 10<br />
Benefits paid (71) (50)<br />
Foreign exchange (36) (104)<br />
Fair value, end of year $ 701 $ 725<br />
Unfunded status deficit $ (252) $ (250)<br />
Unamortized net actuarial loss 256 245<br />
Accrued pension benefit (obligation) asset $ 4 $ (5)<br />
42 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 43
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
The significant actuarial assumptions adopted in measuring the Company’s accrued benefit obligations are as follows (weighted-average assumptions<br />
as of December 31):<br />
Weighted average assumptions used to determine benefit obligations for years beginning:<br />
<strong>2010</strong> 2009<br />
Discount rate 5.25% 5.50%<br />
Weighted average assumptions used to determine net periodic benefit cost for years ending:<br />
Discount rate 5.50% 6.25%<br />
Expected long-term rate of return on plan assets 6.75% 6.50%<br />
The Company’s plan assets as at December 31 are invested as follows:<br />
<strong>2010</strong> 2009<br />
Equity securities 24% 20%<br />
Debt securities 74% 78%<br />
Real estate 2% 2%<br />
The Company’s net pension plan expense is as follows:<br />
100% 100%<br />
<strong>2010</strong> 2009<br />
Interest cost $ 51 $ 59<br />
Expected return on plan assets (36) (39)<br />
Amortization of net actuarial loss 7 4<br />
Amortization of prior service costs – 1<br />
Net pension plan expense $ 22 $ 25<br />
13. Supplemental cash flow information:<br />
<strong>2010</strong> 2009<br />
Cash paid for interest $ 44 $ 123<br />
Cash paid for income taxes $ 4,553 $ 8,626<br />
14. Change in non-cash operating working capital:<br />
<strong>2010</strong> 2009<br />
Accounts receivable $ (4,381) $ 13,479<br />
Income taxes recoverable 818 (2,087)<br />
Inventories (813) 8,181<br />
Prepaid expenses (407) (119)<br />
Accounts payable and accrued liabilities 4,386 (7,178)<br />
Income taxes payable 133 (1,096)<br />
$ (264) $ 11,180<br />
15. Segment disclosures:<br />
The Company operates in a single operating segment, being a manufacturer of transformers.<br />
The Company and its subsidiaries operate in Canada, the United States and Mexico. Inter-segment sales are made at fair market value.<br />
Geographic segments <strong>2010</strong> 2009<br />
Sales:<br />
Canada:<br />
Sales to customers $ 72,429 $ 74,680<br />
Inter-segment sales 57,007 56,620<br />
United States and Mexico:<br />
Sales to customers 118,175 120,757<br />
Inter-segment sales 9,779 9,508<br />
Eliminations (66,786) (66,128)<br />
Earnings before other expenses and income taxes:<br />
$ 190,604 $ 195,437<br />
Canada $ 7,969 $ 6,997<br />
United States and Mexico 7,008 11,946<br />
Property, plant and equipment – net:<br />
Goodwill:<br />
$ 14,977 $ 18,943<br />
Canada $ 20,752 $ 19,924<br />
United States 856 985<br />
Mexico 5,684 5,543<br />
$ 27,292 $ 26,452<br />
Canada $ 2,180 $ 2,180<br />
16. Financial instruments:<br />
Fair value:<br />
The fair value of the Company’s financial instruments measured at fair value has been segregated into three levels. Fair value of assets and liabilities<br />
included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities. Fair value of assets and liabilities<br />
included in Level 2 include valuations using inputs other than quoted prices for which all significant outputs are observable, either directly or<br />
indirectly. Fair value of assets and liabilities included in Level 3 valuations are based on inputs that are unobservable and significant to the overall<br />
fair value measurement.<br />
The Company has no financial instruments measured at fair value included in Level 1 or Level 3. Financial instruments measured at fair value<br />
included in Level 2 at December 31, <strong>2010</strong> consist of copper forward contracts with a fair value of $1,192,000. At December 31, 2009, financial<br />
instruments included in Level 2 consisted of foreign exchange forward contracts and copper forward contracts with a combined fair value of<br />
$455,000.<br />
The carrying values of cash and cash equivalents, accounts receivable, bank operating lines of credit and accounts payable and accrued<br />
liabilities approximate their fair value due to the relatively short period to maturity of the instruments. The carrying value of long-term debt, which is<br />
non-interest bearing, approximates its fair value due to the low market interest rates that accompany comparable instruments.<br />
Derivative instruments:<br />
From time to time the Company enters into forward foreign exchange contracts in order to reduce the Company’s exposure to changes in the<br />
exchange rate of the U.S. dollar as compared to the Canadian dollar. At December 31, <strong>2010</strong>, the Company had no outstanding forward foreign<br />
44 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 45
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
exchange contracts. As at December 31, 2009, the Company had outstanding forward foreign exchange contracts in the amount of U.S. $23,000,000<br />
at rates ranging from 1.0476 to 1.0726 with maturity dates ranging from January to May of <strong>2010</strong>. As at December 31, 2009 the Company had<br />
recognized an unrealized gain of $197,000, representing the fair value of these forward foreign exchange contracts.<br />
The Company has also entered into forward copper contracts in order to reduce the Company’s exposure to changes in the price of copper. At<br />
December 31, <strong>2010</strong>, the Company had outstanding forward copper contracts for the purchase of a notional 2,300,000 pounds (2009 – 750,000)<br />
of copper at a fixed price ranging from $3.66 US to $4.06 US (2009 – $2.74 US to $3.17 US) per pound with maturity dates ranging from January<br />
2011 to February 2012. As at December 31, <strong>2010</strong> the Company has recognized an unrealized gain of $1,192,000 (2009 – $258,000) representing<br />
the fair value of these forward copper contracts<br />
Financial risk management:<br />
The Company is exposed to a variety of financial risks by virtue of its activities: market risk (including currency risk, credit risk and interest rate risk)<br />
and liquidity risk. The overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse<br />
effects on financial performance.<br />
Risk management is carried out by the finance department under guidance by the Board of Directors. This department identifies and evaluates<br />
financial risks in close cooperation with Management. The finance department is charged with the responsibility of establishing controls and<br />
procedures to ensure that financial risks are mitigated.<br />
Currency risk:<br />
The Company operates internationally and is exposed to foreign exchange risk from various currencies, primarily U.S. dollars and Mexican pesos.<br />
Foreign exchange risk arises from purchases and Canada/U.S. cross border sales transactions as well as recognized financial assets and liabilities<br />
denominated in foreign currencies. The Company manages its foreign exchange risk by having geographically diverse manufacturing facilities and<br />
purchasing U.S. dollar raw materials in Canada. The Company also monitors forecasted cash flows in foreign currencies and attempts to mitigate the<br />
risk by entering into forward foreign exchange contracts. Forward foreign exchange contracts are only entered into for the purposes of managing<br />
foreign exchange risk and not for speculative purposes.<br />
As at December 31, <strong>2010</strong>, the Company had cash denominated in U.S. dollars of $19,377,000 (2009 – $11,132,000) and in Mexican pesos of<br />
401,000 (2009 – 218,000) and the U.S. revolving credit line has an outstanding balance of U.S. $411,000 (2009 – U.S. $3,463,000) As at December<br />
31, <strong>2010</strong> accounts receivable include U.S. $ 16,793,000 (2009 – U.S. $15,179,000) and Mexican Pesos 21,557,000 (2009 – 10,226,000) and<br />
accounts payable include U.S. $ 16,140,000 (2009 – U.S. $12,341,000) and Mexican Pesos 13,602,000 (2009 – 7,933,000).<br />
A one cent decline in the Canadian dollar against the U.S dollar as at December 31, <strong>2010</strong> would have increased shareholders’ equity due to<br />
balance sheet translation by $162,000 (2009 – $142,000) and increased net earnings by $162,000 (2009 – $152,000). This analysis assumes that<br />
all other variables, in particular interest rates, remain constant. Inversely, a one cent increase in of the Canadian dollar against the U.S. dollar as at<br />
December 31, <strong>2010</strong>, would have had an equal but opposite effect.<br />
Fluctuations in the U.S. dollar exchange rate could have a potentially significant impact on the Company’s results from operations. However, they<br />
would not impair or enhance the ability of the Company to pay its foreign currency-denominated expenses as such items would be similarly affected.<br />
Credit risk:<br />
Credit risk arises from the possibility that the Company’s customers may experience financial difficulty and be unable to fulfill their contractual<br />
obligations. The Company manages this risk by applying credit procedures whereby analyses are performed to control the granting of credit to its<br />
customer based on their credit rating. As at December 31, <strong>2010</strong>, the Company’s accounts receivable are not subject to significant concentrations of<br />
credit risk. The Company’s maximum exposure to credit risk associated with the Company’s financial instruments is limited to their carrying amount.<br />
A decrease in the allowance for doubtful trade accounts receivables of $ 85,000 (2009 – decrease of $586,000) was recognized in selling,<br />
general and administrative expenses. The aging of trade receivables at December 31, <strong>2010</strong> was as follows:<br />
Gross<br />
<strong>2010</strong><br />
Allowance<br />
Gross<br />
2009<br />
Allowance<br />
Not past due $ 17,982 $ – $ 17,990 $ –<br />
Past due 0-30 days 9,589 – 7,924 –<br />
Past due 31-120 days 2,165 355 3,030 550<br />
More than one year – – – –<br />
Total $ 29,736 $ 355 $ 28,944 $ 550<br />
Interest rate risk:<br />
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial<br />
assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. Changes in market interest rates also<br />
directly affect cash flows associated with the Company’s bank operating lines of credit.<br />
The Company manages its interest rate risk by maximizing the interest income earned on excess funds while maintaining the liquidity necessary<br />
to conduct operations on a day-to-day basis. Fluctuations in market rates of interest do not have a significant impact on the Company’s results<br />
of operations due to the low level of bank indebtedness. A 1% increase or decrease in interest rates as at December 31, <strong>2010</strong> would increase or<br />
decrease net earnings by approximately $179,000 (2009 – $98,000) respectively.<br />
The Company’s long-term debt is non-interest bearing and accordingly is not subject to interest rate risk.<br />
Liquidity risk:<br />
Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due.<br />
The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. Senior<br />
Management is also actively involved in the review and approval of planned expenditures.<br />
The following are the contractual maturities of the Company’s financial liabilities:<br />
2011 2012 2013 2014 2015 Thereafter<br />
Accounts payable and accrued liabilities $ 27,217 $ – $ – $ – $ – $ –<br />
Long-term debt 59 79 79 79 79 20<br />
Total $ 27,276 $ 79 $ 79 $ 79 $ 79 $ 20<br />
17. Commitments:<br />
The Company has entered into various non-cancelable operating leases and binding equipment purchase orders. The future minimum lease payments<br />
for each of five years subsequent to December 31, <strong>2010</strong>, as well as the maturity profile of the committed equipment purchases are as follows:<br />
2011 2012 2013 2014 2015 Total<br />
Operating leases $ 1,445 $ 923 $ 783 $ 455 $ 118 $ 3,724<br />
Capital expenditure purchase<br />
commitments $ 147 – – – – $ 147<br />
Total $ 1,592 $ 923 $ 783 $ 455 $ 118 $ 3,871<br />
18. Contingent liabilities:<br />
(a)<br />
(b)<br />
Moloney Properties (1159714 Ontario Inc.):<br />
The Sterling Road property was sold on October 13, 2009, to 2111289 Ontario Inc. As a term of condition of the sale the purchaser assumed all the<br />
remediation and environmental liability of the property.<br />
Glen Ewing Properties:<br />
On August 15, 2009, the Company announced that a settlement of statements of claim was reached between the adjoining industrial property<br />
owner, HPS and <strong>Hammond</strong> Manufacturing Company Limited.<br />
All claims with regard to Glen Ewing properties have been settled by agreement between the parties and include the undertaking of a joint<br />
remediation plan. The Company has recorded a liability for its estimated portion of the joint remediation.<br />
HPS’ share of ongoing legal and consulting costs pertaining to the Glen Road site incurred during the year was $84,000 (2009 – $175,000).<br />
46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 47
Notes to Consolidated Financial Statements<br />
Years ended December 31, <strong>2010</strong> and 2009 (tabular amounts in thousands of dollars)<br />
Selected <strong>Annual</strong> and Quarterly Information<br />
(tabular amounts in thousands of dollars)<br />
19. Subsequent event:<br />
The Company announced on March 21, 2011 that the acquisition of Euroelettro S.p.A. was completed. The Company will operate as Euroelettro<br />
S.p.A. (“EE”), a wholly-owned subsidiary of <strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc.<br />
EE has its corporate office and manufacturing plant in Meledo di Sarego, Italy. EE’s business involves the design and manufacture of cast coil,<br />
standard and custom dry-type distribution and power transformers.<br />
The cost of the acquisition was $13,697 and the total purchase consideration was a combination of approximately $7,990 in cash and $5,707<br />
in assumed debt.<br />
20. Capital risk management:<br />
The Company’s objective is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future<br />
business development. The Company includes cash, debt and equity, compromising of issued common and subordinate voting shares, contributed<br />
surplus and retained earnings in the definition of capital. The Company is not subject to externally imposed capital requirements and there has been<br />
no change with respect to the overall capital risk management strategy during the year ended December 31, <strong>2010</strong>.<br />
21. Recast of comparative figures:<br />
Certain of the 2009 comparative figures have been reclassified to conform with the current year financial statement presentation.<br />
<strong>Annual</strong> Information**<br />
2006 2007 2008 2009 <strong>2010</strong><br />
Sales 131,978 160,606 226,358 195,437 190,604<br />
Earnings from operations 14,067 19,575 26,558** 18,943 14,977<br />
EBITDA 16,190 22,704 34,742 19,816 18,719<br />
Net earnings (loss) for the year 8,674 12,403 22,829 9,631 9,710<br />
Total assets 57,688 70,264 110,891 106,597 117,392<br />
Total liabilities 25,907 25,784 41,107 29,094 31,839<br />
Total cash (debt) (180) 4,395 (4,100) 10,024 17,694<br />
Cash provided from operations 7,661 7,611 6,254 26,418 15,048<br />
Basic earnings (loss) per share 0.76 1.08 1.95 0.82 0.84<br />
Diluted earnings (loss) per share 0.75 1.06 1.93 0.82 0.83<br />
Dividends declared and paid – – – 1,173 1,504<br />
Average Exchange Rate (USD$ = CAN$) 1.134 1.075 1.064 1.145 1.030<br />
Book value per share 2.78 3.87 5.95 6.67 7.39<br />
Quarterly Information**<br />
2009 <strong>2010</strong><br />
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4<br />
Sales 54,845 48,203 43,768 48,621 44,273 50,820 47,903 47,608<br />
Earnings from operations 6,072 3,966 2,218 6,687 3,580 3,420 2,461 5,516<br />
EBITDA 7,777 2,900 2,125 7,014 4,984 4,319 3,749 5,667<br />
Net earnings 4,242 472 57 4,860 2,224 2,401 1,497 3,588<br />
Total assets 107,200 107,446 105,302 106,597 105,339 107,450 110,083 117,392<br />
Total liabilities 33,087 33,981 30,965 29,094 25,582 25,359 26,678 31,839<br />
Total cash (debt) (4,527) 970 1,326 10,024 10,464 10,415 16,030 17,694<br />
Cash provided (used) by operations 2,012 8,006 5,341 11,059 1,645 1,852 7,202 4,349<br />
Basic earnings per share 0.36 0.04 0.01 0.41 0.19 0.21 0.13 0.31<br />
Diluted earnings per share 0.36 0.04 0.01 0.41 0.19 0.20 0.13 0.31<br />
Dividends declared and paid – – 1,173 – – – – 1,504<br />
Average exchange rate (USD$ = CAN$) 1.245 1.175 1.103 1.058 1.041 1.028 1.039 1.013<br />
Book value per share 6.32 6.27 6.30 6.67 6.86 7.08 7.21 7.39<br />
** Exchange gain/loss of the 2008 comparative figures has been reclassified to conform with the current period financial statement presentation<br />
48 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 49
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> Inc.<br />
Canada<br />
Corporate Head Office<br />
595 Southgate Drive<br />
Guelph, Ontario N1G 3W6<br />
Phone: (519) 822-2441<br />
15 Industrial Road<br />
Walkerton, Ontario N0G 2V0<br />
Phone: (519) 881-3552<br />
Distribution Centre<br />
10 Tawse Place<br />
Guelph, Ontario N1H 6H9<br />
Delta Transformers Inc.<br />
795 Industriel Boul.<br />
Granby, Quebec J2G 9A1<br />
Phone (450) 378-3617<br />
1311 A Ampere<br />
Boucherville, Quebec J4B 5Z5<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong>, Inc.<br />
United States<br />
1100 Lake Street<br />
Baraboo, Wisconsin 53913<br />
Phone (608) 356-3921<br />
17715 Susana Road<br />
Compton, California 90224<br />
Phone (310) 537-4690<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong><br />
S.A. de C.V.<br />
Mexico<br />
Ave. Avante #810<br />
Parque Industrial Guadalupe<br />
Guadalupe, Nuevo Leon, C.P. 67190<br />
Monterrey, Mexico<br />
(011) 52-81-8479-7115<br />
Ave. Avante #900<br />
Parque Industrial Guadalupe<br />
Guadalupe, Nuevo Leon, C.P. 67190<br />
Monterrey, Mexico<br />
Corporate Officers<br />
and Directors<br />
William G. <strong>Hammond</strong> *<br />
Chairman and Chief Executive Officer<br />
Chris R. Huether<br />
Corporate Secretary and<br />
Chief Financial Officer<br />
Donald H. MacAdam * +<br />
Director<br />
Zoltan D. Simo * +<br />
Director<br />
Douglas V. Baldwin * +<br />
Director<br />
Grant C. Robinson * +<br />
Director<br />
David J. FitzGibbon * +<br />
Director<br />
* Corporate Governance Committee<br />
+ Audit and Compensation Committee<br />
Corporate Head Office<br />
595 Southgate Drive<br />
Guelph, Ontario N1G 3W6<br />
Stock Exchange Listing<br />
Toronto Stock Exchange (TSX)<br />
Trading Symbol: HPS.A<br />
Registrar and Transfer Agent<br />
Computershare Investor Share Services Inc.<br />
100 University Avenue<br />
Toronto, Ontario M5J 2Y1<br />
Auditors<br />
KPMG, LLP<br />
115 King Street South<br />
Waterloo, Ontario N2J 5A3<br />
Investor Relations<br />
Contact: Dawn Henderson, Manager Investor Relations<br />
Telephone: 519.822.2441<br />
Email: ir@hammondpowersolutions.com<br />
<strong>Annual</strong> General Meeting<br />
The <strong>Hammond</strong> Museum of Radio is one of North America’s<br />
premiere wireless museums. It is home to thousands of receivers and transmitters dating<br />
back to the turn of the century. The museum is open regular business hours Monday to<br />
Friday; evenings and weekends by special appointment. Tours can be arranged by calling:<br />
519-822-2441 x 590.<br />
Shareholders are cordially invited to attend<br />
the <strong>Annual</strong> General meeting held at:<br />
The Toronto Stock Exchange<br />
(The Gallery)<br />
130 King Street West<br />
Toronto, Ontario M5X 1J2<br />
Wednesday, May 25, 2011 at 3:00 p.m.<br />
50 Corporate Information<br />
<strong>Hammond</strong> <strong>Power</strong> <strong>Solutions</strong> | <strong>Annual</strong> <strong>Report</strong> 51
hammondpowersolutions.com