10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2005

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                          to                                         

Commission file number 0-9576

K-TRON INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey	22-1759452
(State or Other Jurisdiction of Incorporation	(I.R.S. Employer Identification No.)
or Organization)
Routes 55 & 553, P.O. Box 888, Pitman, New Jersey	08071-0888
(Address of Principal Executive Offices)	(Zip Code)

(856) 589-0500

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ                               No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yeso                                No þ

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o                               No þ

The Registrant had 2,575,592 shares of Common Stock outstanding as of October 27, 2005.

K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX

		Page No.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Consolidated Balance Sheets October 1, 2005 (Unaudited) and January 1, 2005		1
	Consolidated Statements of Income and Retained Earnings (Unaudited) for the Three and Nine Months Ended October 1, 2005 and October 2, 2004		2
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended October 1, 2005 and October 2, 2004		3
	Notes to Consolidated Financial Statements (Unaudited)		4 - 12
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		13 - 20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		20 - 21
Item 4.	Controls and Procedures.		21
PART II.	OTHER INFORMATION
Item 6.	Exhibits.		22
SIGNATURES			23
LOAN MODIFICATION/RENEWAL AGREEMENT
CEO CERTIFICATION PURSUANT TO RULE 13A-14(A) OR 15D-14(A)
CFO CERTIFICATION PURSUANT TO RULE 13A-14(A) OR 15D-14(A)
CEO AND CFO CERTIFICATION PURSUANT TO SECTION 1350

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands except Share Data)

	(Unaudited)
	October 1,			January 1,
	2005			2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	13,103		$	12,443
Accounts receivable, net of allowance for doubtful accounts of $683 and $751		18,960			21,234
Inventories, net		14,972			15,096
Deferred income taxes		938			938
Prepaid expenses and other current assets		2,415			1,779
Total current assets		50,388			51,490
PROPERTY, PLANT AND EQUIPMENT, net		22,057			25,075
PATENTS, net		1,615			1,737
GOODWILL		2,053			2,053
OTHER INTANGIBLES, net		9,801			9,978
NOTES RECEIVABLE AND OTHER ASSETS		2,134			2,353
DEFERRED INCOME TAXES		308			330
Total assets	$	88,356		$	93,016
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	4,261		$	4,185
Accounts payable		5,825			6,351
Accrued expenses and other current liabilities		6,481			7,782
Accrued commissions		2,350			2,169
Customer advances		1,958			2,536
Income taxes payable		3,277			3,477
Deferred income taxes		1,212			1,212
Total current liabilities		25,364			27,712
LONG-TERM DEBT, net of current portion		13,879			18,598
DEFERRED INCOME TAXES		1,147			1,147
SERIES B JUNIOR PARTICIPATING PREFERRED SHARES, $.01 par value — authorized 50,000 shares; none issued		—			—
SHAREHOLDERS’ EQUITY:
Preferred stock, $.01 par value — authorized 950,000 shares; none issued		—			—
Common stock, $.01 par value — authorized 50,000,000 shares; issued 4,578,166 shares and 4,530,416 shares		46			45
Paid-in capital		18,949			18,204
Retained earnings		54,650			49,101
Accumulated other comprehensive income		1,835			5,723
		75,480			73,073
Treasury stock, 2,002,574 shares — at cost		(27,514	)		(27,514	)
Total shareholders’ equity		47,966			45,559
Total liabilities and shareholders’ equity	$	88,356		$	93,016

See Notes to Consolidated Financial Statements

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K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

(Dollars in Thousands except Per Share Data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 1,			October 2,			October 1,			October 2,
	2005			2004			2005			2004
REVENUES:
Equipment and parts		28,900			26,989			83,741			76,692
Services and freight		1,903			1,655			5,838			5,335
Total revenues		30,803			28,644			89,579			82,027
COST OF REVENUES:
Equipment and parts		16,464			15,714			46,751			43,563
Services and freight		1,784			1,626			5,486			4,626
Total cost of revenues		18,248			17,340			52,237			48,189
Gross profit		12,555			11,304			37,342			33,838
OPERATING EXPENSES:
Selling, general and administrative		8,500			8,151			25,903			24,885
Research and development		633			624			1,984			1,861
		9,133			8,775			27,887			26,746
Operating income		3,422			2,529			9,455			7,092
INTEREST (EXPENSE)		(281	)		(294	)		(803	)		(1,008	)
GAIN ON SALE OF OFFICE BUILDING		—			—			—			164
Income before income taxes		3,141			2,235			8,652			6,248
INCOME TAX PROVISION		1,151			673			3,103			1,875
NET INCOME		1,990			1,562			5,549			4,373
RETAINED EARNINGS:
Beginning of period		52,660			45,302			49,101			42,491
End of period	$	54,650		$	46,864		$	54,650		$	46,864
EARNINGS PER SHARE:
Basic	$	0.77		$	0.62		$	2.18		$	1.76
Diluted	$	0.73		$	0.59		$	2.05		$	1.68
Weighted average common shares outstanding		2,569,000			2,512,000			2,551,000			2,489,000
Weighted average common and common equivalent shares outstanding		2,736,000			2,631,000			2,708,000			2,604,000

See Notes to Consolidated Financial Statements

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K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)

	Nine Months Ended
	October 1,			October 2,
	2005			2004
OPERATING ACTIVITIES:
Net income	$	5,549		$	4,373
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on disposition of asset		—			(164	)
Depreciation and amortization		2,975			3,087
Changes in assets and liabilities:
Accounts receivable, net		1,114			(1,127	)
Inventories, net		(627	)		(1,504	)
Prepaid expenses and other current assets		(686	)		(192	)
Other assets		312			182
Accounts payable		(3	)		282
Accrued expenses and other current liabilities		(1,136	)		3,175
Net cash provided by operating activities		7,498			8,112
INVESTING ACTIVITIES:
Proceeds from disposition of assets		—			996
Capital expenditures		(1,072	)		(1,079	)
Other		(15	)		(54	)
Net cash used in investing activities		(1,087	)		(137	)
FINANCING ACTIVITIES:
Net (repayments) borrowings under lines of credit		(1,125	)		1,412
Proceeds from issuance of long-term debt		—			4,000
Principal payments on long-term debt		(3,503	)		(7,693	)
Proceeds from issuance of common stock		473			516
Net cash used in financing activities		(4,155	)		(1,765	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(1,596	)		(72	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		660			6,138
CASH AND CASH EQUIVALENTS:
Beginning of period		12,443			4,506
End of period	$	13,103		$	10,644

See Notes to Consolidated Financial Statements

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K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 1, 2005

(Unaudited)

1.	Basis of Presentation
	The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The consolidated financial statements include the accounts of K-Tron International, Inc. and its subsidiaries (“K-Tron” or the “Company”). All intercompany transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of a normal recurring nature) considered necessary for a fair presentation of results for interim periods have been made.
	The unaudited financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended January 1, 2005 which was previously filed with the Securities and Exchange Commission.
	Certain reclassifications were made to the prior period’s consolidated financial statements to conform them to the current period presentation.
2.	New Accounting Pronouncements
	In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”. This statement requires all entities to recognize compensation expense for all share-based payments granted to employees in an amount equal to their fair value. On April 14, 2005, the Securities and Exchange Commission adopted a new rule amending the effective date for SFAS No. 123(R). The new rule allows registrants to implement SFAS No. 123(R) at the beginning of their next fiscal year, instead of the next interim period, that begins after June 15, 2005. None of the accounting provisions of SFAS No. 123(R) are affected by the new rule. The new standard allows two different methods of transition. Note 9 contains pro forma disclosures regarding the effect on net income and earnings per share as if the Company had applied the fair value method of accounting for stock-based compensation. Depending on the model used to calculate stock-based compensation expense in the future and other requirements of SFAS No. 123(R), the pro forma disclosure may not be indicative of the stock-based compensation expense that will be recognized by the Company in its future financial statements. The Company expects to implement the new standard in the first quarter of fiscal year 2006 which will begin January 1, 2006, and it is currently evaluating the new standard and models which may be used to calculate future stock-based compensation expense. The Company is currently unable to determine what the impact of the new standard will be on its results of operations or financial position.
	In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4”. SFAS No. 151 clarifies the accounting for abnormal amounts

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	of idle facility expense, freight, handling costs and wasted material and requires that such items be recognized as current-period charges regardless of whether they meet the “so abnormal” criterion outlined in Accounting Research Bulletin No. 43. SFAS No. 151 also introduces the concept of “normal capacity” and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. Unallocated overheads must be recognized as an expense in the period incurred. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. While still evaluating the impact of this statement, the Company does not currently believe that it will have a material impact on its consolidated financial statements.
	In October 2004, the American Jobs Creation Act of 2004 (the “Jobs Act”) was signed into law, allowing U.S. companies to repatriate accumulated income from abroad by providing a one-time deduction of 85% for certain dividends from controlled foreign corporations. This deduction is subject to certain limitations, and numerous provisions of the Jobs Act contain uncertainties that require interpretation and evaluation. The Company is currently evaluating whether, and to what extent, to repatriate accumulated income from abroad under the provisions of the Jobs Act. Until such evaluation is complete, the Company will not accrue income taxes on the accumulated undistributed earnings of its foreign subsidiaries, as these earnings are currently expected to be reinvested indefinitely.
3.	Supplemental Disclosures of Cash Flow Information
	The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents.
	Cash paid for interest in the nine-month periods ended October 1, 2005 and October 2, 2004 was $863,000 and $1,033,000 and for income taxes was $3,241,000 and $823,000.
4.	Inventories
	Inventories consist of the following:

	October 1,			January 1,
	2005			2005
	(in thousands)
Components	$	13,731		$	14,275
Work-in-process		2,314			2,217
Finished goods		104			79
Inventory reserves		(1,177	)		(1,475	)
	$	14,972		$	15,096

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5. Intangible Assets

	October 1, 2005				January 1, 2005
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
	(in thousands)
Amortized intangible assets
Patents	$	2,814	$	1,199	$	2,799	$	1,062
Drawings		3,550		319		3,550		213
Customer relationships		4,898		218		4,898		147
	$	11,262	$	1,736	$	11,247	$	1,422
Unamortized intangible assets
Trademarks and tradenames	$	1,890			$	1,890

The amortized intangible assets are being amortized on the straight-line basis (half-year expense in the year of acquisition) over the expected periods of benefit, which range from 17 to 50 years. The weighted average life of the amortizable assets is 37 years. The amortization expense of intangible assets for the nine-month periods ended October 1, 2005 and October 2, 2004 was $314,000 and $315,000.

6.	Accrued Warranty
	The Company offers a one-year warranty on a majority of its products. Warranty is accrued as a percentage of sales on a monthly basis and is included in accrued expenses and other current liabilities. The following is an analysis of accrued warranty for the nine-month periods ended October 1, 2005 and October 2, 2004.

	Nine Months Ended
	October 1,			October 2,
	2005			2004
	(in thousands)
Beginning balance	$	1,257		$	967
Accrual of warranty expense		954			1,336
Warranty costs incurred		(1,013	)		(1,300	)
Foreign exchange adjustment		(55	)		(3	)
Ending balance	$	1,143		$	1,000

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7.	Long-Term Debt
	Long-term debt consists of the following, with the annual interest rates indicated being those in effect at October 1, 2005:

	October 1,			January 1,
	2005			2005
	(in thousands)
U.S. mortgage, interest at 6.45%	$	1,774		$	1,897
U.S. line of credit, interest at 6.25%		975			2,100
U.S. term facilities, interest at 5.11% to 6.16%		15,192			18,467
Other		199			319
		18,140			22,783
Less current portion		(4,261	)		(4,185	)
	$	13,879		$	18,598

8.

Earnings Per Share

The Company previously adopted SFAS No. 128, “Earnings Per Share”, which requires that the Company report Basic and Diluted Earnings Per Share. Basic Earnings Per Share represents net income less preferred dividends divided by the weighted average number of common shares outstanding. Diluted Earnings Per Share is calculated similarly, except that the denominator includes the weighted average number of common shares outstanding plus the dilutive effect of options, warrants, convertible securities and other instruments with dilutive effects if exercised.

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The Company’s Basic and Diluted Earnings Per Share are calculated as follows:

	For the Three Months Ended October 1, 2005
	Net Income Available
(Dollars and Shares in Thousands	To Common				Earnings
except Per Share Data)	Shareholders		Shares		Per Share
Basic	$	1,990		2,569	$	0.77
Common Share Equivalent of Outstanding Options		—		167		(0.04	)
Diluted	$	1,990		2,736	$	0.73

	For the Three Months Ended October 2, 2004
	Net Income Available
(Dollars and Shares in Thousands	To Common				Earnings
except Per Share Data)	Shareholders		Shares		Per Share
Basic	$	1,562		2,512	$	0.62
Common Share Equivalent of Outstanding Options		—		119		(0.03	)
Diluted	$	1,562		2,631	$	0.59

	For the Nine Months Ended October 1, 2005
	Net Income Available
(Dollars and Shares in Thousands	To Common				Earnings
except Per Share Data)	Shareholders		Shares		Per Share
Basic	$	5,549		2,551	$	2.18
Common Share Equivalent of Outstanding Options		—		157		(0.13	)
Diluted	$	5,549		2,708	$	2.05

	For the Nine Months Ended October 2, 2004
	Net Income Available
(Dollars and Shares in Thousands	To Common				Earnings
except Per Share Data)	Shareholders		Shares		Per Share
Basic	$	4,373		2,489	$	1.76
Common Share Equivalent of Outstanding Options		—		115		(0.08	)
Diluted	$	4,373		2,604	$	1.68

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	The Company’s Diluted Earnings Per Share shown in the preceding table are based on the weighted average number of common and common equivalent shares outstanding during a given time period. Such average shares include the weighted average number of common shares outstanding plus the shares issuable upon the exercise of stock options after the assumed repurchase of common shares with the related proceeds.
9.	Stock-Based Compensation
	As permitted under SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123”, the Company has elected to continue to account for stock-based compensation cost using the intrinsic value-based method of accounting as prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 requires the Company to disclose pro forma net income and pro forma earnings per share amounts, in each case as if compensation expense were recognized for options granted after fiscal year 1994. Using this approach, net income and earnings per share would have been reduced to the pro forma amounts indicated in the following table:

	Three Months Ended						Nine Months Ended
	October 1,			October 2,			October 1,			October 2,
	2005			2004			2005			2004
	(in thousands, except per share)
Net income — as reported	$	1,990		$	1,562		$	5,549		$	4,373
Deduct stock option employee compensation expense determined, net of related tax effect		(20	)		(28	)		(102	)		(111	)
Net income — pro forma	$	1,970		$	1,534		$	5,447		$	4,262
Basic earnings per share — as reported	$	0.77		$	0.62		$	2.18		$	1.76
Basic earnings per share — pro forma		0.77			0.61			2.14			1.71
Diluted earnings per share — as reported		0.73			0.59			2.05			1.68
Diluted earnings per share — pro forma		0.72			0.58			2.01			1.64

This pro forma impact may not be representative of the effects for future years, and could increase if additional options are granted and amortized over the vesting period. For disclosure purposes, the fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The following were the weighted average assumptions for the grants in 2005 and 2004: no dividend yield, expected volatility of 32.77% and 31.45%, risk-free interest rate of 3.77% and 4.15% and expected life of 6.00 years.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of subjective assumptions, including the expected stock price volatility.

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10.

Comprehensive Income

Comprehensive income is the total of net income, the change in the unrealized gain or loss on the Company’s interest rate swap, net of tax, and the change in foreign currency translation adjustments, all for a given period, which are the Company’s only non-owner changes in equity. For the three and nine-month periods ended October 1, 2005 and October 2, 2004, the following table sets forth the Company’s comprehensive income:

	Three Months Ended					Nine Months Ended
	October 1,		October 2,			October 1,			October 2,
	2005		2004			2005			2004
	(in thousands)
Net income	$	1,990	$	1,562		$	5,549		$	4,373
Unrealized gain (loss) on interest rate swap, net of tax		12		(5	)		36			40
Foreign currency translation gain (loss)		27		(393	)		(3,924	)		(153	)
Comprehensive income (loss)	$	2,029	$	1,164		$	1,661		$	4,260

11.	Management Geographic Information
	The Company has adopted the provisions of SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information”. SFAS No. 131 introduced a model for segment reporting called the management approach. The management approach is based on the way that the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. The Company is engaged in one business segment, material handling equipment and systems. The Company operates in two primary geographic locations, North and South America (the “Americas”) and Europe, the Middle East, Africa and Asia (“EMEA/Asia”).
	For the three and nine-month periods ended October 1, 2005 and October 2, 2004, the following table sets forth the Company’s geographic information:

			EMEA/		Elimi-			Consoli-
	Americas		Asia		nations			dated
	(in thousands)
THREE MONTHS ENDED
October 1, 2005
Revenues
Sales to unaffiliated customers	$	20,227	$	10,576	$			$	30,803
Sales to affiliates		616		554		(1,170	)		—
Total sales	$	20,843	$	11,130	$	(1,170	)	$	30,803
Operating income	$	3,060	$	388	$	(26	)	$	3,422
Interest expense									(281	)
Income before income taxes								$	3,141

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			EMEA/		Elimi-			Consoli-
	Americas		Asia		nations			dated
	(in thousands)
THREE MONTHS ENDED
October 2, 2004
Revenues
Sales to unaffiliated customers	$	16,338	$	12,306	$	—		$	28,644
Sales to affiliates		905		884		(1,789	)		—
Total sales	$	17,243	$	13,190	$	(1,789	)	$	28,644
Operating income	$	1,553	$	968	$	8		$	2,529
Interest expense									(294	)
Income before income taxes								$	2,235

			EMEA/		Elimi-			Consoli-
	Americas		Asia		nations			dated
			(in thousands)
NINE MONTHS ENDED
October 1, 2005
Revenues
Sales to unaffiliated customers	$	55,755	$	33,824	$	—		$	89,579
Sales to affiliates		2,071		2,202		(4,273	)		—
Total sales	$	57,826	$	36,026	$	(4,273	)	$	89,579
Operating income	$	7,882	$	1,554	$	19		$	9,455
Interest expense									(803	)
Income before income taxes								$	8,652

			EMEA/		Elimi-			Consoli-
	Americas		Asia		nations			dated
	(in thousands)
NINE MONTHS ENDED
October 2, 2004
Revenues
Sales to unaffiliated customers	$	46,229	$	35,798	$	—		$	82,027
Sales to affiliates		2,565		2,565		(5,130	)		—
Total sales	$	48,794	$	38,363	$	(5,130	)	$	82,027
Operating income	$	4,081	$	3,074	$	(63	)	$	7,092
Interest expense									(1,008	)
Gain on sale of office building									164
Income before income taxes								$	6,248

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For the three and nine-month periods ended October 1, 2005 and October 2, 2004, the following table sets forth revenues from external customers:

	Three Months Ended				Nine Months Ended
	October 1,		October 2,		October 1,		October 2,
	2005		2004		2005		2004
	(in thousands)
Americas
U.S.	$	16,756	$	13,972	$	46,708	$	39,045
All others		3,471		2,366		9,047		7,184
Total		20,227		16,338		55,755		46,229
EMEA/Asia
France		1,020		1,233		3,406		3,320
Germany		2,313		2,082		6,031		6,151
All others		7,243		8,991		24,387		26,327
Total		10,576		12,306		33,824		35,798
	$	30,803	$	28,644	$	89,579	$	82,027

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Item 2 . Management’s Discussion and Analysis of Financial Condition and Results of Operations .

Introduction

     We are engaged in one principal business segment — material handling equipment and systems. We operate in two primary geographic locations — North and South America (the “Americas”) and Europe, the Middle East, Africa and Asia (“EMEA/Asia”).

     In the third quarter of 2005, we combined our feeding and pneumatic conveying equipment business lines into a new process group (the “K-Tron Process Group”) under one worldwide organization. We now have two main business or product lines (“business lines”) within the material handling equipment and systems segment. They are our process and size reduction business lines.

     The following provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with our consolidated financial statements and accompanying notes. All references in this Item 2 to the third quarter or first nine months of 2005 or 2004 mean the fiscal quarter or nine-month period ended October 1, 2005 or October 2, 2004.

Critical Accounting Policies and Estimates

     Management’s discussion and analysis of our financial condition and results of operations is based on the accounting policies used and disclosed in our 2004 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of our annual report on Form 10-K for the year ended January 1, 2005 (the “2004 Form 10-K”). The preparation of those financial statements required management to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual amounts or results could differ from those estimates.

     The significant accounting policies of the Company are described in Note 2 to our 2004 consolidated financial statements, and the critical accounting policies and estimates are described in Management’s Discussion and Analysis included in our 2004 Form 10-K. There have been no changes in the critical accounting policies. Information concerning our implementation and the impact of new accounting standards issued by the Financial Accounting Standards Board is included in the notes to the 2004 consolidated financial statements. We did not adopt an accounting policy in the first nine months of 2005 that had a material impact on our financial condition, liquidity or results of operations.

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Results of Operations

Overview

     For the third quarter and first nine months of 2005, we reported revenues of $30,803,000 and $89,579,000 and net income of $1,990,000 and $5,549,000, compared to revenues of $28,644,000 and $82,027,000 and net income of $1,562,000 and $4,373,000 for the same periods in 2004. We believe that the increases in our revenues and net income in the third quarter and first nine months of 2005 compared to the same periods in 2004 were primarily the result of stronger business conditions and increased spending by our customers in the Americas, especially with respect to our size reduction business line, which more than offset lower spending by overseas customers of our process business line and, for the third quarter comparison, the negative effect of a stronger U.S. dollar in the third quarter of 2005 versus the same period in 2004 on the translation of the revenues and profits of our foreign operations into U.S. dollars. An additional favorable factor for the first nine months of 2005 was the positive effect of a weaker U.S. dollar versus the same period in 2004. Our effective tax rates for the third quarter and first nine months of 2005 were 36.6% and 35.9%, up from 30.1% and 30.0% for the same periods in 2004 due primarily to a higher proportion of U.S. income in 2005 which was taxed at higher rates. Net income for the first nine months of 2004 benefited from a $164,000 pre-tax profit contribution from the first quarter 2004 sale of an office building by one of our United Kingdom subsidiaries.

Foreign Exchange Rates

     We are an international company, and we derived 37.8% and 43.6% of our revenues for the first nine months of 2005 and 2004 from products manufactured in, and services performed from, our facilities located outside the United States, primarily in Europe. With our global operations, we are sensitive to changes in foreign currency exchange rates (“foreign exchange rates”), which can affect both the translation of financial statement items into U.S. dollars as well as transactions where the revenues and related expenses may initially be accounted for in different currencies, such as sales made from our Swiss manufacturing facility in currencies other than the Swiss franc.

     Since we receive substantial revenues from activities in foreign jurisdictions, our results can be significantly affected by changes in foreign exchange rates, particularly in U.S. dollar exchange rates with respect to the Swiss franc, euro and British pound sterling and, to a lesser degree, the Singapore dollar and other currencies. When the U.S. dollar weakens against these currencies, the U.S. dollar value of non-U.S. dollar-based sales increases. When the U.S. dollar strengthens against these currencies, the U.S. dollar value of non-U.S. dollar-based sales decreases. Correspondingly, the U.S. dollar value of non-U.S. dollar-based costs increases when the U.S. dollar weakens and decreases when the U.S. dollar strengthens. Overall, our revenues in U.S. dollars generally benefit from a weaker dollar and are adversely affected by a stronger dollar relative to major currencies worldwide, especially those identified above. In particular, a general weakening of the U.S. dollar against other currencies would positively affect our revenues, gross profit and operating income as expressed in U.S. dollars (provided that the gross profit and operating income numbers from foreign operations are not losses, since in the case of a loss, the effect would be to increase the loss), whereas a general strengthening of the U.S. dollar against such currencies would have the opposite effect. In addition, our revenues and income with respect to particular transactions may be affected by changes in foreign exchange

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rates where sales are made in currencies other than the functional currency of the facility manufacturing the product subject to the sale.

     For the third quarter and first nine months of 2005 and 2004, the changes in certain key foreign exchange rates affecting the Company were as follows:

	Three Months Ended						Nine Months Ended
	October 1,				October 2,		October 1,				October 2,
	2005				2004		2005				2004
Average U.S. dollar equivalent of one Swiss franc		0.786				0.796		0.814				0.792
% change vs. prior year			-1.3	%					2.8	%
Average U.S. dollar equivalent of one euro		1.221				1.224		1.263				1.226
% change vs. prior year			-0.2.	%					3.0	%
Average U.S. dollar equivalent of one British pound sterling		1.786				1.819		1.841				1.822
% change vs. prior year			-1.8	%					1.0	%
Average Swiss franc equivalent of one euro		1.553				1.538		1.552				1.548
% change vs. prior year			1.0	%					0.3	%
Average Swiss franc equivalent of one British pound sterling		2.272				2.285		2.262				2.300
% change vs. prior year			-0.6	%					-1.7	%

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Presentation of Results and Analysis

     The following table sets forth our results of operations, expressed as a percentage of total revenues for the periods indicated.

	Three Months Ended						Nine Months Ended
	October 1,			October 2,			October 1,			October 2,
	2005			2004			2005			2004
Total revenues		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues		59.2			60.5			58.3			58.7
Gross profit		40.8			39.5			41.7			41.3
Selling, general and administrative		27.6			28.5			28.9			30.4
Research and development		2.1			2.2			2.2			2.3
Operating income		11.1			8.8			10.6			8.6
Interest (expense)		(0.9	)		(1.0	)		(0.9	)		(1.2	)
Gain on sale of office building		—			—			—			0.2
Income before income taxes		10.2	%		7.8	%		9.7	%		7.6	%

     The following table sets forth our backlog at the end of the periods indicated:

	October 1, 2005		January 1, 2005		October 2, 2004
Backlog (at October 1, 2005 exchange rates, in thousands of dollars)	$	22,110	$	20,956	$	21,123

     Total revenues increased by $2,159,000 or 7.5% in the third quarter of 2005 and by $7,552,000 or 9.2% in the first nine months of 2005 compared to the same periods in 2004. We believe the increase for the third quarter of 2005 was primarily attributable to stronger business conditions and increased spending by our customers in the Americas, especially with respect to our size reduction business line, which more than offset lower spending by overseas customers of our process business line and, to a lesser degree, the negative effect of a stronger U.S. dollar in the third quarter of 2005 on the translation of the revenues of our foreign operations into U.S. dollars, which amounted to $142,000. We also believe that the increase in revenues for the first nine months of 2005 versus the same period in 2004 was primarily attributable to stronger business conditions and increased spending by our customers in the Americas, especially with respect to our size reduction business line, and, to a lesser extent, an $846,000 positive effect of a weaker U.S. dollar, which more than offset lower spending by overseas customers of our process business line.

     Gross profit as a percentage of total revenues increased to 40.8% in the third quarter of 2005 from 39.5% for the same period in 2004 and increased to 41.7% from 41.3% for the first nine months of 2005 compared to the same period in 2004. These increases primarily reflected a change in the sales mix of the products and services that we sold in these periods. Sales mix refers to the relative amounts of different products sold and services provided. Gross margin

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levels vary with the product sold or service provided. For example, sales of replacement parts in the size reduction business line generally carry a higher gross margin than do sales of equipment within that line.

     Selling, general and administrative expenses increased by $349,000 or 4.3% in the third quarter of 2005 and by $1,018,000 or 4.1% in the first nine months of 2005 compared to the same periods in 2004. The increase in the third quarter of 2005 was primarily the result of higher sales commissions related to increased revenues and one-time costs associated with certain staff reductions. The increase in the first nine months of 2005 was primarily the result of higher sales commissions related to increased revenues, one-time costs associated with certain staff reductions, Sarbanes-Oxley implementation costs and the unfavorable effect of a weaker U.S. dollar on the translation of foreign costs into U.S. dollars.

     Research and development (“R&D”) expense increased by $9,000 or 1.4% in the third quarter of 2005 and by $123,000 or 6.6% in the first nine months of 2005 compared to the same periods in 2004. The increase in the first nine months of 2005 was primarily due to the unfavorable effect of a weaker U.S. dollar versus the Swiss franc on the translation of Swiss R&D costs into U.S. dollars and one-time costs associated with the second-quarter layoff of one R&D employee.

     Interest expense decreased by $13,000 or 4.4% in the third quarter of 2005 and by $205,000 or 20.3% in the first nine months of 2005 compared to the same periods in 2004. These decreases were the result of lower debt levels in 2005, partially offset by higher interest rates on some of our debt.

     In the first quarter of 2004, one of our United Kingdom subsidiaries sold its office building for $996,000 and realized a pre-tax gain of $164,000. All employees were relocated to a nearby office building that is leased by another United Kingdom subsidiary.

     Income before income taxes increased to $3,141,000 for the third quarter of 2005 and $8,652,000 for the first nine months of 2005 compared to $2,235,000 and $6,248,000 for the same periods in 2004. The increases of $906,000 for the third quarter of 2005 and $2,404,000 for the first nine months of 2005 compared to the same periods in 2004 were primarily the net result of the items discussed above.

     The income tax provisions for the third quarters of 2005 and 2004 were $1,151,000 and $673,000, and the overall effective tax rates were 36.6% and 30.1%. The income tax provisions for the first nine months of 2005 and 2004 were $3,103,000 and $1,875,000, and the overall tax rates were 35.9% and 30.0%. The higher effective tax rates in 2005 versus 2004 were primarily due to a higher proportion of U.S. income in the third quarter and first nine months of 2005 as compared to the same periods in 2004.

     Our backlog at constant foreign exchange rates increased by $1,154,000 or 5.5% at the end of the third quarter of 2005 compared with year-end 2004, from $20,956,000 to $22,110,000. Our backlog at constant foreign exchange rates increased by $987,000 or 4.7% at the end of the third quarter of 2005 compared to the end of the third quarter of 2004, from $21,123,000 to $22,110,000. These increases in our backlog were primarily the result of the improved business conditions in the Americas that are described above.

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Liquidity and Capital Resources

Capitalization

     Our capitalization at the end of the third quarter of 2005 and at the end of fiscal years 2004 and 2003 is summarized below:

	October 1,			January 1,			January 3,
(Dollars in Thousands)	2005			2005			2004
Short-term debt, including current portion of long-term debt	$	4,261		$	4,185		$	3,541
Long-term debt		13,879			18,598			24,574
Total debt		18,140			22,783			28,115
Shareholders’ equity		47,966			45,559			35,114
Total debt and shareholders’ equity (total capitalization)	$	66,106		$	68,342		$	63,229
Percent total debt to total capitalization		27	%		33	%		44	%
Percent long-term debt to equity		29	%		41	%		70	%
Percent total debt to equity		38	%		50	%		80	%

     The average annual interest rate in effect on total debt at October 1, 2005 was 5.64%.

     Total debt decreased by $4,643,000 in the first nine months of 2005 ($4,628,000 at constant foreign exchange rates). At October 1, 2005, and subject to certain conditions which may limit the amount that may be borrowed at any particular time, we had $7,525,000 of unused borrowing capacity under our U.S. loan agreements and $9,641,000 of unused borrowing capacity under our foreign loan agreements.

Other Items

     At October 1, 2005, working capital was $25,024,000 compared to $23,778,000 at January 1, 2005, and the ratio of current assets to current liabilities at those dates was 1.99 and 1.86.

     In the first nine months of 2005 and 2004, we utilized internally generated funds and our lines of credit to meet our working capital needs.

     Net cash provided by operating activities was $7,498,000 in the first nine months of 2005 compared to $8,112,000 in the same period of 2004. This $614,000 decrease in operating cash flow was primarily due to the payment of previously accrued expenses, partially offset by higher net income and lower accounts receivable.

     Net cash used in investing activities in the first nine months of 2005 was primarily for capital additions. Net cash used in investing activities in the first nine months of 2004 was primarily for capital additions, partially offset by the disposition of the U.K. office building noted above.

     Net cash used in financing activities in the first nine months of 2005 and 2004 was for net reductions in debt, which were partially offset by the proceeds from stock option exercises.

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     Of the total increase in shareholders’ equity of $2,407,000 in the first nine months of 2005, $5,549,000 was from net income, $746,000 was from the issuance of common stock pursuant to restricted stock grants and the exercise of stock options and $36,000 was from an unrealized gain, net of taxes, on an interest rate swap, partially offset by a reduction of $3,924,000 from changes in foreign exchange rates, primarily the translation of Swiss francs into U.S. dollars, between the beginning and the end of the nine-month period.

Future Payments Under Contractual Obligations

     We are obligated to make future payments under various contracts such as debt agreements and lease agreements, and we are subject to certain other commitments and contingencies. There have been no material changes to Future Payments Under Contractual Obligations as reflected in the Liquidity and Capital Resources section of Management’s Discussion and Analysis in the Company’s 2004 Form 10-K, except that in the first quarter of 2005 we prepaid $500,000 of bank debt due in 2008 and except for a $1,125,000 reduction in the balance due in 2007 under a revolving line of credit. Refer to Notes 8 and 15 to the consolidated financial statements in the 2004 Form 10-K for additional information on long-term debt and commitments and contingencies.

Forward-Looking Statements and Risk Factors

     The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on our behalf. We and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission, reports to our shareholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Act. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “forecasts,” “may,” “should,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. The forward-looking statements contained in this report include but are not limited to statements regarding the implementation of SFAS No. 123(R), the possible repatriation of undistributed earnings of foreign subsidiaries and the effect of changes in foreign exchange rates on our business. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

     A wide range of factors could materially affect our future performance and financial and competitive position, including the following: (i) increasing price and product/service competition by domestic and foreign competitors, including new entrants; (ii) the mix of products/services sold by us; (iii) rapid technological changes and developments and our ability to continue to introduce competitive new products on a timely and cost-effective basis; (iv) changes in U.S. and global financial and currency markets, including significant interest rate and foreign currency exchange rate fluctuations; (v) protection and validity of patents and other intellectual property rights held by us and our competitors; (vi) the cyclical nature of our business as an industrial capital goods supplier; (vii) possible future litigation and governmental

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proceedings; (viii) the availability of financing and financial resources in the amounts, at the times and on the terms required to support our future business, including for debt refinancings, capacity expansions and possible acquisitions; (ix) the loss of key customers, employees or suppliers; (x) the failure to carry out marketing and sales plans; (xi) the failure to integrate acquired businesses without substantial costs, delays or other operational or financial problems; (xii) economic, business and regulatory conditions and changes which may affect the level of new investments and purchases made by our customers, including economic and business conditions that are less favorable than expected; (xiii) domestic and international political and economic conditions, including possible terrorist acts, (xiv) hurricanes, epidemics and other natural disasters; and (xv) the outcome of any legal proceedings in which we are involved.

     This list of factors that may affect our future performance and financial and competitive position and also the accuracy of forward-looking statements is illustrative, but it is by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     We are currently exposed to certain market risks related to (i) fluctuations in foreign exchange rates and (ii) interest rate changes.

Foreign Exchange Rate Risk

     The primary currencies for which we have exchange rate exposure are the U.S. dollar versus the Swiss franc, the U.S. dollar versus the euro, the U.S. dollar versus the British pound sterling, the Swiss franc versus the euro and the Swiss franc versus the British pound sterling. We do not, as a routine matter, use hedging vehicles to manage foreign exchange exposures. Foreign currency debt is used as necessary in Switzerland and the United Kingdom where the Company does business, thereby reducing any net asset value exposure. In addition, foreign cash balances in currencies other than the Swiss franc are limited in amount in order to manage the transaction exposure caused by the marking to market of non-Swiss franc balances to Swiss franc values on the balance sheet of our Swiss subsidiary.

     As of October 1, 2005, a 10% unfavorable change in the foreign exchange rates affecting balance sheet transactional exposures would have resulted in a reduction in pre-tax income of approximately $332,000 or 10.6% of third quarter 2005 pre-tax income. This hypothetical reduction on transactional exposures is based on the differences between the October 1, 2005 actual foreign exchange rates and hypothetical rates assuming a 10% unfavorable change in foreign exchange rates on that date.

     The translation of the balance sheets of our non-U.S. operations from local currencies into U.S. dollars is also sensitive to changes in foreign exchange rates. These translation gains or losses are recorded as translation adjustments (“TA”) within the shareholders’ equity account on the balance sheet. Using the example above, a hypothetical change in TA would be calculated by multiplying the net assets of our non-U.S. operations by a 10% unfavorable change in the applicable foreign exchange rates. The result of this calculation shows that shareholders’ equity would be reduced by approximately $2,721,000, or 5.7% of our October 1, 2005 shareholders’ equity of $47,966,000.

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Interest Rate Risk

     We have several credit facilities or loans that require us to pay interest at an annual rate that may change periodically. These variable rate obligations expose us to the risk of increased interest expense if short-term interest rates rise. We limit our exposure to increased interest expense from rising short-term interest rates by including in our debt portfolio various amounts of fixed rate debt as well as through the use of an interest rate swap. As of October 1, 2005, we had total debt of $18,140,000, $5,747,000 of which was subject to fixed interest rates which ranged from 5.48% to 6.45%, $7,143,000 of which was subject to variable interest rates which ranged from 5.63% to 6.16% and $5,250,000 of which was variable rate debt subject to an interest rate swap with the result that the interest rate was fixed at 5.11%. A 100 basis point increase in interest rates on the $7,143,000 of variable rate debt would increase annual interest expense by approximately $71,000.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     An evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report was carried out by us under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities and Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Change in Internal Control over Financial Reporting

     No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 6.      Exhibits.

10.1	Loan Modification/Renewal Agreement dated July 5, 2005 between K-Tron America, Inc. and The Bank
31.1	Chief Executive Officer Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2	Chief Financial Officer Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1	Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	K-TRON INTERNATIONAL, INC.
Date: October 31, 2005	By:	RONALD R. REMICK
		Ronald R. Remick
		Senior Vice President & Chief Financial Officer
		(Duly authorized officer and principal financial officer of the Registrant)
	By:	ALAN R. SUKONECK
		Alan R. Sukoneck
		Vice President, Chief Accounting & Tax Officer
		(Duly authorized officer and principal accounting officer of the Registrant)

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Loan Modification/Renewal Agreement dated July 5, 2005 between K-Tron America, Inc. and The Bank
31.1	Chief Executive Officer Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2	Chief Financial Officer Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1	Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350

EX-10.1

THE BANK
LOAN MODIFICATION/RENEWAL AGREEMENT

K-TRON AMERICA, INC.
Routes 55 & 553
Pitman, NJ 08071

Date; July 5, 2005	Loan #6039359-6600
Original Amount: $5,000,000.00	Annual Fee: $12,500.00
Current Balance: $1,400,000.00	Maturity Date: July 5, 2007

WHEREAS, the Borrower executed the note referred to above on June 24, 1998, and,

WHEREAS, the note, security agreement and commitment letter executed by K-Tron America, Inc. (“Borrower”) and K-Tron International, Inc. (“Guarantor”) allow a modification of interest rate, due date or other terms or conditions without affecting the priority of The Bank’s lien.

NOW, therefore, in consideration of an annual fee of $12,500.00, the above referenced note is extended and modified as follows:

IT IS HEREBY AGREED THAT THE ABOVE NUMBERED NOTE SHALL BECOME DUE JULY 5, 2007. DURING THE TERMS OF THE RENEWAL, PAYMENTS OF INTEREST ONLY SHALL BE DUE EACH MONTH BEGINNING AUGUST 1, 2005.

IT IS FURTHER AGREED THAT THE INTEREST RATE SHALL BE REDUCED TO PRIME RATE (AS DEFINED IN THE NOTE) MINUS 1/2%, EFFECTIVE WITH THE DATE OF THIS LOAN MODIFICATION/RENEWAL AGREEMENT.

IT IS FURTHER AGREED THAT UNTIL ALL OBLIGATIONS HEREUNDER ARE FULLY PAID AND DISCHARGED, BORROWER AND GUARANTOR WILL NOT WITHOUT THE PRIOR WRITTEN CONSENT OF THE BANK.

A.	PERMIT THE CONSOLIDATED DEBT TO WORTH RATIO OF GUARANTOR TO BE MORE THAN 1.10 AT FISCAL YEAR-END 2005 AND EACH FISCAL YEAR-END THEREAFTER.
B.	PERMIT THE CONSOLIDATED NET WORTH OF GUARANTOR TO BE LESS THAN $40 MILLION AT FISCAL YEAR-END 2005 AND EACH FISCAL YEAR-END THEREAFTER.

BOTH OF THE ABOVE COVENANTS SHALL BE CALCULATED EXCLUSIVE OF DECLINES DUE TO CHANGES IN FOREIGN EXCHANGE RATES SUBSEQUENT TO JANUARY 1, 2005, AND THEY REPLACE ALL PRIOR COVENANTS WITH RESPECT TO THE SUBJECT MATTER THEREOF.

FURTHER, BOTH OF THE ABOVE COVENANTS SHALL BE CALCULATED WITHOUT TAKING INTO ACCOUNT THE RESULTS OF PENN CRUSHER CORPORATION AND ITS SUBSIDIARIES.

K-TRON AMERICA, INC. Page 2

IT IS FURTHER AGREED THAT ANY EXISTING PROHIBITION REGARDING MERGERS OR ACQUISITIONS BY GUARANTOR OR ITS SUBSIDIARIES WITHOUT THE WRITTEN APPROVAL OF THE BANK IS HEREBY ELIMINATED.

All terms and conditions of the original note, commitment letter, existing loan documents and any security thereto attached are fully incorporated herein and fully ratified except as specifically modified by this modification agreement or any other prior modification agreement among the parties or any prior waiver.

			ACCEPTED BY:
THE BANK		K-TRON AMERICA, INC.
By:	/s/ David J. Hanrahan Sr.	By:	/s/ Patricia Moore
	David J. Hanrahan Sr.		Patricia Moore
	Executive Vice President		Vice President of Finance
Date:		Date: JULY 11, 2005
		K-TRON INTERNATIONAL, INC.
		By:	/s/ R. Remick
			Ronald Remick
			Senior Vice President, CFO
			and Treasurer
		Date: JULY 11, 2005

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Edward B. Cloues, II, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the period ended October 1, 2005 of K-Tron International, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2005	EDWARD B. CLOUES, II
	Edward B. Cloues, II
	Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Ronald R. Remick, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the period ended October 1, 2005 of K-Tron International, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2005	RONALD R. REMICK
	Ronald R. Remick
	Senior Vice President, Chief Financial Officer
	and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of K-Tron International, Inc. (the “Company”) on Form 10-Q for the period ended October 1, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward B. Cloues, II, Chairman of the Board of Directors and Chief Executive Officer of the Company, and I, Ronald R. Remick, Senior Vice President, Chief Financial Officer and Treasurer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

EDWARD B. CLOUES, II	RONALD R. REMICK
Edward B. Cloues, II	Ronald R. Remick
Chairman and Chief Executive Officer	Senior Vice President, Chief Financial Officer    and Treasurer
Date: October 31, 2005	Date: October 31, 2005