8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2009

Technitrol, Inc.

(Exact name of registrant as specified in its charter)

PA	001-05375	23-1292472
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1210 Northbrook Drive, Suite 470, Trevose, PA	19053
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 942-8400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

See Item 7.01 below.

Item 7.01 Regulation FD Disclosure.

As a result of the divestitures of our Medtech components and MEMS businesses and the pending divestiture of AMI Doduco, the financial results of these businesses are now reported as discontinued operations in our consolidated statements of operations. We are filing this current report to provide supplemental financial information that we wish to make available to investors for comparison purposes. Furnished as Exhibit 99.1 are unaudited pro forma consolidated statements of operations and related information, including certain non-GAAP financial measures, for the seven consecutive three-month periods ended September 25, 2009 that reflect the disposed businesses as discontinued operations for all periods presented.

Adjusted EBITDA (net income plus income taxes, depreciation and amortization, excluding interest and other expense/income and excluding severance, impairment and other associated costs and other adjustments) is not a measure of performance under accounting principles generally accepted in the United States. Adjusted EBITDA should not be considered a substitute for, and an investor should also consider, net income, cash flow from operations and other measures of performance as defined by accounting principles generally accepted in the United States as indicators of our profitability or liquidity. EBITDA is often used by shareholders and analysts as an indicator of a company’s ability to service debt and fund capital expenditures. We believe it enhances a reader’s understanding of our financial condition, results of operations and cash flow because it is unaffected by capital structure and, therefore, enables investors to compare our operating performance to that of other companies. We understand that our presentation of adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in the method of calculation.

Based on discussions with investors and equity analysts, we believe that a reader’s understanding of Technitrol’s operating performance is enhanced by references to adjusted EBITDA and non-GAAP measures of earnings per diluted share and operating profit, which exclude charges for severance, impairment and other associated costs. Removing these charges facilitates comparisons of operating performance among financial periods and peer companies. These charges result exclusively from production relocations and capacity reductions and/or restructuring of overhead and operating expenses to enhance or maintain profitability in an increasingly competitive environment. Impairment charges represent adjustments to asset values and are not part of the normal operating expense structure of the relevant business in the period in which the charge is recorded.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
	99.1	Technitrol, Inc. Unaudited Pro Forma Consolidated Statements of Operations for Seven Consecutive Three-Month Periods Ended September 25, 2009.

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Signature(s)

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 hereunto duly authorized.

	Technitrol, Inc.
Date: December 16, 2009	By:	/s/ Drew A. Moyer
		Drew A. Moyer
		Sr. Vice President and CFO

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Exhibit Index

Exhibit No.		Description
	99.1	Technitrol, Inc. Unaudited Pro Forma Consolidated Statements of Operations for Seven Consecutive Three-Month Periods Ended September 25, 2009.

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EX-99.1

EXHIBIT 99.1

Technitrol, Inc. Unaudited Pro Forma Consolidated Statements of Operations
for Seven Consecutive Three-Month Periods Ended September 25, 2009
(dollars in thousands, except per-share data)

	2008												2009
	Q1			Q2			Q3			Q4			Q1			Q2			Q3
Consolidated Statements of Operations
Net sales	$	158,452		$	174,552		$	168,974		$	124,292		$	99,973		$	92,071		$	101,381
Cost of goods sold		119,279			136,209			126,339			95,936			77,504			68,647			74,154
Gross profit		39,173			38,343			42,635			28,356			22,469			23,424			27,227
Selling, general and administrative expenses		29,571			34,421			29,144			30,066			22,210			20,894			23,399
Severance, impairment and other associated costs		1,965			2,447			4,860			144,022			77,055			3,193			2,619
Operating profit (loss)		7,637			1,475			8,631			(145,732	)		(76,796	)		(663	)		1,209
Interest expense, net		(68	)		(1,057	)		(1,022	)		(476	)		(679	)		(655	)		(757	)
Other income (expense), net		6,759			125			(833	)		(1,979	)		3,924			(2,031	)		3,190
Earnings (loss) before tax from continuing operations		14,328			543			6,776			(148,187	)		(73,551	)		(3,349	)		3,642
Income tax expense (benefit)		310			3,181			(2,902	)		(3,575	)		(56	)		1,544			1,368
Earnings (loss) from continuing operations		14,018			(2,638	)		9,678			(144,612	)		(73,495	)		(4,893	)		2,274
Earnings (loss) from discontinued operations, net of taxes		800			2,427			(4,123	)		(150,571	)		(1,065	)		(103,100	)		(13,358	)
Net earnings (loss)		14,818			(211	)		5,555			(295,183	)		(74,560	)		(107,993	)		(11,084	)
Non-controlling (loss) interest		(81	)		(313	)		(204	)		(140	)		12			(111	)		(352	)
Net earnings (loss) attributable to Technitrol, Inc.	$	14,737		$	(524	)	$	5,351		$	(295,323	)	$	(74,548	)	$	(108,104	)	$	(11,436	)
Basic earnings (loss) per share from continuing operations	$	0.34		$	(0.07	)	$	0.23		$	(3.55	)	$	(1.80	)	$	(0.12	)	$	0.05
Basic earnings (loss) per share from discontinued operations		0.02			0.06			(0.10	)		(3.69	)		(0.03	)		(2.53	)		(0.33	)
Basic earnings (loss) per share	$	0.36		$	(0.01	)	$	0.13		$	(7.24	)	$	(1.83	)	$	(2.65	)	$	(0.28	)
Diluted earnings (loss) per share from continuing operations	$	0.34		$	(0.07	)	$	0.23		$	(3.55	)	$	(1.80	)	$	(0.12	)	$	0.05
Diluted earnings (loss) per share from discontinued operations		0.02			0.06			(0.10	)		(3.69	)		(0.03	)		(2.53	)		(0.33	)
Diluted earnings (loss) per share	$	0.36		$	(0.01	)	$	0.13		$	(7.24	)	$	(1.83	)	$	(2.65	)	$	(0.28	)
Amounts attributable to Technitrol, Inc. common shareholders
Net earnings (loss) from continuing operations	$	13,937		$	(2,951	)	$	9,474		$	(144,752	)	$	(73,483	)	$	(5,004	)	$	1,922
Net earnings (loss) from discontinued operations		800			2,427			(4,123	)		(150,571	)		(1,065	)		(103,100	)		(13,358	)
Net earnings (loss)	$	14,737		$	(524	)	$	5,351		$	(295,323	)	$	(74,548	)	$	(108,104	)	$	(11,436	)
Adjusted Earnings Before Interest, Taxes, Depreciation and Amorization (EBITDA)
Net earnings (loss) attributable to Technitrol, Inc.	$	14,737		$	(524	)	$	5,351		$	(295,323	)	$	(74,548	)	$	(108,104	)	$	(11,436	)
(Earnings) loss from discontinued operations, net of taxes		(800	)		(2,427	)		4,123			150,571			1,065			103,100			13,358
Non-controlling loss (interest)		81			313			204			140			(12	)		111			352
Depreciation and amortization		7,129			8,408			6,504			5,174			4,906			4,330			4,555
Interest expense, net		68			1,057			1,022			476			679			655			757
Other (income) expense, net		(6,759	)		(125	)		833			1,979			(3,924	)		2,031			(3,190	)
Income tax expense (benefit)		310			3,181			(2,902	)		(3,575	)		56			1,544			1,368
EBITDA		14,766			9,883			15,135			(140,558	)		(71,778	)		3,667			5,764
Severance, impairment and other associated costs		1,965			2,447			4,860			144,022			77,055			3,193			2,619
Other adjustments: impact of purchase accounting adjustments & inventory write downs		436			940			—			—			—			—			—
Adjusted EBITDA	$	17,167		$	13,270		$	19,995		$	3,464		$	5,277		$	6,860		$	8,383
Net earnings (loss) per diluted share excluding severance, impairment and other associated costs and other adjustments
Net earnings (loss) per diluted share	$	0.36		$	(0.01	)	$	0.13		$	(7.24	)	$	(1.83	)	$	(2.65	)	$	(0.28	)
Diluted (earnings) loss per share from discontinued operations		(0.02	)		(0.06	)		0.10			3.69			0.03			2.53			0.33
After-tax severance, impairment and other associated costs		0.04			0.05			0.10			3.52			1.86			0.07			0.06
After-tax other adjustments: impact of purchase accounting adjustments & inventory write downs		0.01			0.02			—			—			—			—			—
Net earnings (loss) per diluted share excluding severance, impairment and other associated costs and other adjustments	$	0.39		$	0.00		$	0.33		$	(0.03	)	$	0.06		$	(0.05	)	$	0.11
Operating profit (loss) excluding severance, impairment and other associated costs and other adjustments
Operating profit (loss)	$	7,637		$	1,475		$	8,631		$	(145,732	)	$	(76,796	)	$	(663	)	$	1,209
Severance, impairment and other associated costs		1,965			2,447			4,860			144,022			77,055			3,193			2,619
Other adjustments: impact of purchase accounting adjustments & inventory write downs		436			940			—			—			—			—			—
Operating profit (loss) excluding severance, impairment and other associated costs and other adjustments	$	10,038		$	4,862		$	13,491		$	(1,710	)	$	259		$	2,530		$	3,828