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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.WASHINGTON, DC 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTSREPORT
PURSUANT TO SECTIONS 13 OR 15(D)15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended February 27, 200525, 2007
OR
[ ] 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 1-4415
Park Electrochemical Corp.PARK ELECTROCHEMICAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
New York 11-1734643
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
48 South Service Road, Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (631)465-3600
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class Name of Each Exchange
on Which Registered
-------------------------------------- -------------------------
Common Stock, par value $.10 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
[cover page 1 of 2 pages]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X[X] No _
[cover page 1 of 2 pages][ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X_[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ] Accelerated Filer [X] Non-Accelerated File [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act Rule 12b-2)Act).
Yes_X__ No___Yes [ ] No [X]
State the aggregate market value of the voting and non-
votingnon-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter.
Aggregate As of Close of
Title of Class Aggregate Market Value Business On
------------------------- --------------- ----------------
Common Stock,
par value $.10 per share $457,505,581$ 515,674,858 August 27, 200425, 2006
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Shares As of Close of
Title of Class Outstanding Business On
------------------------- ------------ --------------
Common Stock,
par value $.10 per share 19,978,76020,197,814 May 6, 2005
share4, 2007
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for Annual Meeting of Shareholders to be held July 20, 200518, 2007
incorporated by reference into Part III of this Report.
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[cover page 2 of 2 pages]
3
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business.....................................Business................................................... 4
Item 1A. Risk Factors............................................... 16
Item 1B. Unresolved Staff Comments.................................. 18
Item 2. Properties................................... 17Properties................................................. 19
Item 3. Legal Proceedings............................ 17Proceedings.......................................... 19
Item 4. Submission of Matters to a Vote of Security Holders...................................... 18Holders........ 19
Executive Officers of the Registrant......... 18Registrant....................... 19
PART II
Item 5. Market for the Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of
Equity Securities............... 20Securities........................................ 21
Item 6. Selected Financial Data...................... 21Data.................................... 22
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 23Operations...................... 24
Factors That May Affect Future Results....... 39Results..................... 38
Item 7A. Quantitative and Qualitative Disclosures About Market Risk............................. 42Risk. 39
Item 8. Financial Statements and Supplementary Data... 42Data................ 40
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........ 69Disclosure...................... 66
Item 9A9A. Controls and Procedures....................... 69Procedures.................................... 66
Item 9B9B. Other Information............................. 71Information.......................................... 68
PART III
Item 10. Directors, and Executive Officers of the Registrant 72
Registrantand Corporate Governance..... 69
Item 11. Executive Compensation........................ 72Compensation..................................... 69
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 72Matters............... 69
Item 13. Certain Relationships and Related Transactions,
72and Director Independence................................ 69
Item 14. Principal Accountant Fees and Services........ 72Services..................... 69
PART IV
Item 1515. Exhibits and Financial Statement Schedules 73
SIGNATURES.............................................. 74Schedules................. 70
SIGNATURES............................................................... 71
FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and Qualifying Accounts 75Accounts........................ 72
EXHIBIT INDEX............................................ 76INDEX............................................................ 73
4
PART I
ItemITEM 1. Business.BUSINESS.
General
Park Electrochemical Corp. ("Park"), through its subsidiaries (unless
the context otherwise requires, Park and its subsidiaries are hereinafter called
the "Company"), is primarily engaged in the design, development, production,
marketing and marketingsale of high-technology digital and RF/microwave printed circuit
materials and advanced composite materials principally for the
electronics,
military,telecommunications and internet infrastructure, high-end computing and aerospace wireless communication, specialty and
industrial
markets. Park's printed circuit materials businesscore capabilities are in the areas of polymer chemistry
formulation and coating technology.
Park operates under the
"Nelco" and "Neltec" names through fully integrated business units in Asia, Europe
and North America. The Company's printed
circuit materials manufacturing facilities are located in
Singapore, China, France, Connecticut, New York, Arizona and California.
Park's advanced composite materials business operatesThe Company's products are marketed and sold under the "FiberCote" name through a fully integrated business unit in
North America with its manufacturing facility located in
Waterbury, Connecticut.Nelco(R) and
Nelcote(TM) names.
Sales of Park's printed circuit materials were 92% and 94%,
respectively, of the Company's
total net sales worldwide in the 20052007 and 20042006 fiscal years, and sales of Park's
advanced composite materials were 8% and 6%, respectively, of the Company's total net sales worldwide
in the 20052007 and 20042006 fiscal years.
Park was founded in 1954 by Jerry Shore, who was the Company's Chairman
of the Board until July 14, 2004 and who is one of the Company's largest
shareholders.
The sales and long-lived assets of the Company's operations by
geographic area for the last three fiscal years are set forth in Note 17 of the
Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
The Company's foreign operations are conducted principally by the Company's
subsidiaries in Singapore, China and France. The Company's foreign operations
are subject to the impact of foreign currency fluctuations. See Note 1 of the
Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
In February 2004, the Company discontinued its
financial support of Dielektra GmbH, the Company's wholly owned
subsidiary located in Cologne, Germany. Dielektra had required
substantial financial support from the Company, and the
discontinuation of the Company's financial support resulted in
the filing of an insolvency petition by Dielektra, which the
Company believes will result in the eventual reorganization, sale
or liquidation of Dielektra. In accordance with generally
accepted accounting principles, the Company is treating Dielektra
GmbH as a discontinued operation. Accordingly, the information in
this Report has been adjusted to give effect to the Company's
treatment of Dielektra GmbH as a discontinued operation. See Note
9 of the Notes to Consolidated Financial Statements in Item 8 of
Part II of this Report and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Item 7 of
Part II of this Report.
The Company makes available free of charge on its Internet website,
www.parkelectro.com, its annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and all amendments to those reports as soon as
reasonably practicable after such material is electronically filed with or
furnished to the Securities and Exchange Commission. None of the information on
the Company's website shall be deemed to be a part of this Report.
COREFIX, EF, INNERLAM, LD, NELCO, NELTEC, PARKNELCO, RTFOIL and SI are
registered trademarks of Park Electrochemical Corp., and ELECTROVUE, FIBERCOTE,
NELCOTE, PEELCOTE and POWERBOND are common law trademarks of Park
Electrochemical Corp.
5
Printed Circuit Materials
Printed Circuit Materials Operations
The Company is a leading global designer and producer of advanced
printed circuit materials used to fabricate complex multilayer printed circuit
boards and other electronic interconnection systems, such as multilayer
back-planes, wireless packages, high-speed/low-loss multilayers and high density
interconnects ("HDIs"). The Company's multilayer printed circuit materials
includeconsist of copper-clad laminates and prepregs. The Company has long-term
relationships with its major customers, which include leading independent
printed circuit board fabricators, electronic manufacturing service companies,
electronic contract manufacturers and major electronic original equipment
manufacturers ("OEMs"). Multilayer printed circuit boards and interconnect
systems are used in virtually all advanced electronic equipment to direct,
sequence and control electronic signals between semiconductor devices (such as
microprocessors and memory and logic devices), passive components (such as
resistors and capacitors) and connection devices (such as infra-
redinfra-red couplings,
fiber optics and surface mount connectors). Examples of end uses of the
Company's digital printed circuit materials include high speed routers and
servers, storage area networks, supercomputers, laptops, satellite switching
equipment, cellular telephones and transceivers, wireless personal digital
assistants ("PDAs") and wireless local area networks ("LANs"). The Company's
radio frequency ("RF") printed circuit materials are used primarily for military
avionics, antennas for cellular telephone base stations, automotive adaptive
cruise control systems and avionic communications equipment. The Company has
developed long-term relationships with major customers as a result of its
leading edge products, extensive technical and engineering service support and
responsive manufacturing capabilities.
Park believes it founded the modern day printed circuit industry in
1957 by inventing a composite material consisting of an epoxy resin substrate
reinforced with fiberglass cloth which was laminated together with sheets of
thin copper foil. This epoxy-glass copper-clad laminate system is still used to
construct the large majority of today's advanced printed circuit products. The
Company also believes that in 1962 it invented the first multilayer printed
circuit materials system used to construct multilayer printed circuit boards.
The Company also pioneered vacuum lamination and many other manufacturing
technologies used in the industry today. The Company believes it is one of the
industry's technological leaders.
As a result of its leading edge products, extensive technical and
engineering service support and responsive manufacturing capabilities, the
Company expects to continue to take advantage of several industry trends. These
trends include the increasingly advanced electronic materials required for
interconnect performance and manufacturability, the increasing miniaturization
and portability of advanced electronic equipment, the consolidation of the
printed circuit board fabrication industry and the time-to-market and
time-to-volume pressures requiring closer collaboration with materials
suppliers.
The Company believes that it is one of the world's largest
manufacturers of advanced multilayer printed circuit materials. It also believes
that it is one of only a few significant independent manufacturers of multilayer
printed circuit materials in the world. The Company was the first manufacturer
in the printed circuit materials industry to establish manufacturing presences
in the three major global markets of North America, Europe and Asia, with
facilities established in Europe in 1969 and Asia in 1986.
6
Printed Circuit Materials - Industry Background
The printed circuit materials manufactured by the Company and its
competitors are used primarily to construct and fabricate complex multilayer
printed circuit boards and other advanced electronic interconnection systems.
Multilayer printed circuit materials consist of prepregs and copper-clad
laminates. Prepregs are chemically and electrically engineered thermosetting or
thermoplastic resin systems which are impregnated into and reinforced by a
specially manufactured fiberglass cloth product or other woven or non-woven
reinforcing fiber. This insulating dielectric substrate generally is 0.030 inch
to 0.002 inch in thickness or less in some cases. While these resin systems
historically have been based on epoxy resin chemistry, in recent years,
increasingly demanding OEM requirements have driven the industry to utilize
proprietary enhanced epoxies as well as other higher performance resins, such as
bismalimide triazine ("BT"), cyanate ester, polyimide, or
polytetrafluoroethylene ("PTFE"). One or more plies of prepreg are laminated
together to form an insulating dielectric substrate to support the copper
circuitry patterns of a multilayer printed circuit board. Copper-clad laminates
consist of one or more plies of prepreg laminated together with specialty thin
copper foil laminated on the top and bottom. Copper foil is specially formed in
thin sheets which may vary from 0.0030 inch to 0.0002 inch in thickness and
normally have a thickness of 0.0014 inch or 0.0007 inch. The Company supplies
both copper-clad laminates and prepregs to its customers, which use these
products as a system to construct multilayer printed circuit boards.
The printed circuit board fabricator processes copper-clad laminates to
form the inner layers of a multilayer printed circuit board. The fabricator
photoimagesphoto images these laminates with a dry film or liquid photoresist. After
development of the photoresist, the copper surfaces of the laminate are etched
to form the circuit pattern. The fabricator then assembles these etched
laminates by inserting one or more plies of dielectric prepreg between each of
the inner layer etched laminates and also between an inner layer etched laminate
and the outer layer copper plane, and then laminating the entire assembly in a
press. Prepreg serves as the insulator between the multiple layers of copper
circuitry patterns found in the multilayer circuit board. When the multilayer
configuration is laminated, these plies of prepreg form an insulating dielectric
substrate supporting and separating the multiple inner and outer planes of
copper circuitry. The fabricator drills vertical through-holes or vias in the
multilayer assembly and then plates the through-holes or vias to form vertical
conductors between the multiple layers of circuitry patterns. These
through holesthrough-holes or vias combine with the conductor paths on the horizontal
circuitry planes to create a three-dimensional electronic interconnect system.
In specialized applications, an additional set of microvia layers (2 or 4,
typically) may be added through a secondary lamination process to provide
increased density and functionality to the design. The outer two layers of
copper foil are then imaged and etched to form the finished multilayer printed
circuit board. The completed multilayer board is a three-dimensional
interconnect system with electronic signals traveling in the horizontal planes
of multiple layers of copper circuitry patterns, as well as the vertical plane
through the plated holes or vias.
7
In the years immediately preceding the severe correction and downturn
that occurred in the global electronics industry in the Company's 2002 fiscal
year first quarter, the global market for advanced electronic products grew as a
result of technological change and frequent new product introductions. This
growth was principally attributable to increased sales and more complex
electronic content of newer products, such as cellular telephones, pagers,
personal computers and portable computing devices and the infrastructure
equipment necessary to support the use of these devices, and greater use of
electronics in other products, such as automobiles. Further, large, almost
completely untapped markets for advanced electronic equipment emerged in such
areas as India and China and other areas of the Pacific Rim. During its 2002
fiscal year, the Company established a business center in Wuxi, China, in the
Shanghai Nanjing corridor, and in
March 2004, the Company announced that it was establishingwhich has been replaced by a new manufacturing
facility in the Zhuhai Free Trade Zone approximately 50 miles west of Hong Kong
in the Guangdong provinceProvince in southern China. The construction of the facility was
completed in the first quarter of the Company's 2007 fiscal year, and the
Company has installed equipment for the facility and is in the process of
equipment testing, employee training and internal and external qualifications
for the facility. This manufacturing facility is intended to service customers in the Shanghai Nanjing corridor
and Guangdong province, which are emerging regions for advanced
multilayer printed circuit fabrication
in China.
Semiconductor manufacturers have introduced successive generations of
more powerful microprocessors and memory and logic devices. Electronic equipment
manufacturers have designed these advanced semiconductors into more compact and
often portable products. High performance computing devices in these smaller
portable platforms require greater reliability, closer tolerances, higher
component and circuit density and increased overall complexity. As a result, the
interconnect industry has developed smaller, lighter, faster and more
cost-effective interconnect systems, including advanced multilayer printed
circuit boards.
Advanced interconnect systems require higher technology printed circuit
materials to insure the performance of the electronic system and to improve the
manufacturability of the interconnect platform. In the years immediately
preceding the severe correction and downturn that occurred in the global
electronics industry in the Company's 2002 fiscal year first quarter, the growth
of the market for more advanced printed circuit materials outpaced the market
growth for standard printed circuit materials. Printed circuit board fabricators
and electronic equipment manufacturers require advanced printed circuit
materials that have increasingly higher temperature tolerances and more advanced
and stable electrical properties in order to support high-speed computing in a
miniaturized and often portable environment.
With the very high density circuit demands of miniaturized high
performance interconnect systems, the uniformity, purity, consistency,
performance predictability, dimensional stability and production tolerances of
printed circuit materials have become successively more critical. High density
printed circuit boards and interconnect systems often involve higher layer count
multilayer circuit boards where the multiple planes of circuitry and dielectric
insulating substrates are very thin (dielectric insulating substrate layers may
be 0.002 inch or less) and the circuit line and space geometries in the
circuitry plane are very narrow (0.002 inch or less). In addition, advanced
surface mount interconnect systems are typically designed with very small pad
sizes and very narrow plated through holes or vias which electrically connect
the multiple layers of circuitry planes. High density interconnect systems must
utilize printed circuit materials whose dimensional characteristics and purity
are consistently manufactured to very high tolerance levels in order for the
printed circuit board fabricator to attain and sustain acceptable product
yields.
8
Shorter product life cycles and competitive pressures have induced
electronic equipment manufacturers to bring new products to market and increase
production volume to commercial levels more quickly. These trends have
highlighted the importance of front-end engineering of electronic products and
have increased the level of collaboration among system designers, fabricators
and printed circuit materials suppliers. As the complexity of electronic
products increases, materials suppliers must provide greater technical support
to interconnect systems fabricators on a timely basis regarding
manufacturability and performance of new materials systems.
Printed Circuit Materials - Products and Services
The Company produces a broad line of advanced printed circuit materials
used to fabricate complex multilayer printed circuit boards and other electronic
interconnect systems, including backplanes, wireless packages, high speed/low
loss multilayers and HDIs.high density interconnects ("HDIs"). The Company's diverse
advanced printed circuit materials product line is designed to address a wide
array of end-use applications and performance requirements.
The Company's electronic materials products have been developed
internally and through long-term development projects with its principal
suppliers and, to a lesser extent, through licensing arrangements. The Company
focuses its research and development efforts on developing industry leading
product technology to meet the most demanding product requirements and has
designed its product line with a focus on the higher performance, higher
technology end of the materials spectrum.
Most of the Company's research and development expenditures
are attributable to the efforts of its printed circuit materials
operations. In response to the rapid technological changes in the
printed cirucit materials business, these expenditures on
research and product development have increased over the past
several years.
The Company's products include high-speed, low-loss, digital broadband
engineered formulations, high-temperature modified epoxies, bismaleimidebismalimide triazine
("BT") epoxies, non-MDA polyimides, enhanced polyimides, SIrSI(R) (Signal
Integrity) products, cyanate esters and polytetrafluoroethylene ("PTFE")
formulations for radio frequency ("RF")/microwave applications.
The Company's high performance printed circuit materials consist of
high-speed low-loss materials for digital and RF/microwave applications
requiring increased,lead-free compatibility, high bandwidth signal integrity, BT
materials, polyimides for applications that demand extremely high thermal
performance, cyanate esters, and PTFE materials for RF/microwave systems that
operate at frequencies up to 77 GHz.
The Company has developed long-term relationships with select customers
through broad-based technical support and service, as well as manufacturing
proximity and responsiveness at multiple levels of the customer's organization.
The Company focuses on developing a thorough understanding of its customer's
business, product lines, processes and technological challenges. The Company
seeks customers which are industry leaders committed to maintaining and
improving their industry leadership positions and which are committed to
long-term relationships with their suppliers. The Company also seeks business
opportunities with the more advanced printed circuit fabricators and electronic
equipment manufacturers which are interested in the full value of products and
services provided by their suppliers. The Company believes its proactive and
timely support in assisting its customers with the integration of advanced
materials technology into new product designs further strengthens its
relationships with its customers.
9
The Company's emphasis on service and close relationships with its
customers is reflected in its short lead times. The Company has developed its
manufacturing processes and customer service organizations to provide its
customers with printed circuit materials products on a just-in-time basis. The
Company believes that its ability to meet its customers' customized
manufacturing and quick-turn-around ("QTA") requirements is one of its unique
strengths.
The Company has located its advanced printed circuit materials
manufacturing operations in strategic locations intended to serve specific
regional markets. By situating its facilities in close geographical proximity to
its customers, the Company is able to rapidly adjust its manufacturing processes
to meet customers' new requirements and respond quickly to customers' technical
needs. The Company has technical staffs based at each of its manufacturing
locations, which allows the rapid dispatch of technical personnel to a
customer's facility to assist the customer in quickly solving design, process,
production or manufacturing problems. During the 2002 fiscal year, the Company
established a business center in Wuxi near Shanghai in central China, and in March 2004, the Company
announced that it was establishingwhich has
been replaced by a new manufacturing facility in the Zhuhai Free Trade Zone
approximately 50 miles west of Hong Kong in southern China to support the
growing customer demand for advanced multilayer printed circuitrycircuit materials in
China. The construction of this facility was completed in the first quarter of
the Company's 2007 fiscal year, and the Company has installed equipment for the
facility and is in the process of equipment testing, employee training and
internal and external qualifications for the facility.
Printed Circuit Materials - Customers and End Markets
The Company's customers for its advanced printed circuit materials
include the leading independent printed circuit board fabricators, electronic
manufacturing service ("EMS") companies, electronic contract manufacturers
("ECMs") and major electronic original equipment manufacturers ("OEMs") in the
computer, networking, telecommunications, transportation, aerospace and
instrumentation industries located throughout North America, Europe and Asia.
The Company seeks to align itself with the larger, more technologically-advanced
and better capitalized independent printed circuit board fabricators and major
electronic equipment manufacturers which are industry leaders committed to
maintaining and improving their industry leadership positions and to building
long-term relationships with their suppliers. The Company's selling effort
typically involves several stages and relies on the talents of Company personnel
at different levels, from management to sales personnel and quality engineers.
In recent years, the Company has augmented its traditional sales personnel with
an OEM marketing team and product technology specialists. The Company's strategy
emphasizes the use of multiple facilities established in market areas in close
proximity to its customers.
During the Company's 20052007 fiscal year, approximately 13.7%16.7% of the
Company's total worldwide sales from its continuing
operations were to SanminaSanmina-SCI Corporation, a leading
electronics contract manufacturer and manufacturer of printed circuit boards,
and approximately 12.3%10.7% of the Company's total worldwide sales from its continuing operations were to TTM
Technologies, Inc., a leading manufacturer of printed circuit boards. During the
Company's 2006 fiscal year, approximately 19.4% of the Company's total worldwide
sales were to Sanmina-SCI Corporation, approximately 11.7% of the Company's
total worldwide sales were to TTM Technologies, Inc., and approximately 10.4% of
the Company's total worldwide sales were to Multilayer Technology, Inc., a
manufacturer of multilayer printed circuit boards. The
10
sales to TTM Technologies, Inc. during the 2007 and 2006 fiscal years included
sales to Tyco Printed Circuit Group L.P., a leading manufacturer of printed
circuit boards.boards, which was acquired by TTM Technologies, Inc. in the Company's
2007 fiscal year. During the Company's 2004 fiscal year, approximately 16.3% of the
Company's total worldwide sales from its continuing operations
were to Sanmina Corporation,2007 and approximately 12.2% of the
Company's total worldwide sales from its continuing operations
were to Tyco Printed Circuit Group L.P. During the Company's 2005
and 20042006 fiscal years, sales to no
other customer of the Company equaled or exceeded 10% of the Company's total
worldwide sales
from continuing operations.sales.
Although the printed cirucitcircuit materials business is not dependent on any
single customer, the loss of a major customer or of a group of customers could
have a material adverse effect on the printed circuit materials business.
The Company's printed circuit materials products are marketed primarily
by sales personnel and, to a lesser extent, by independent distributors in
industrial centers in North America, Europe and Asia. Such personnel include
both salaried employees and independent sales representatives who work on a
commission basis.
Printed Circuit Materials - Manufacturing
The process for manufacturing multilayer printed circuit materials is
capital intensive and requires sophisticated equipment as well as clean-room
environments. The key steps in the Company's manufacturing process include: the
impregnation of specially designed fiberglass cloth with a resin system and the
partial curing of that resin system; the assembling of laminates consisting of
single or multiple plies of prepreg and copper foil in a clean-room environment;
the vacuum lamination of the copper-
cladcopper-clad assemblies under simultaneous exposure
to heat, pressure and vacuum; and the finishing of the laminates to customer
specifications.
Prepreg is manufactured in a treater. A treater is a roll-to-
rollroll-to-roll
continuous machine which sequences specially designed fiberglass cloth or other
reinforcement fabric into a resin tank and then sequences the resin-coated cloth
through a series of ovens which partially cure the resin system into the cloth.
This partially cured product or prepreg is then sheeted or paneled and packaged
by the Company for sale to customers, or used by the Company to construct its
copper-clad laminates.
The Company manufactures copper-clad laminates by first setting up in a
clean room an assembly of one or more plies of prepreg stacked together with a
sheet of specially manufactured copper foil on the top and bottom of the
assembly. This assembly, together with a large quantity of other laminate
assemblies, is then inserted into a large, multiple opening vacuum lamination
press. The laminate assemblies are then laminated under simultaneous exposure to
heat, pressure and vacuum. After the press cycle is complete, the laminates are
removed from the press and sheeted, paneled and finished to customer
specifications. The product is then inspected and packaged for shipment to the
customer.
The Company manufactures multilayer printed circuit materials at six
fully integrated facilities located in the United States, Europe and Southeast
Asia. The Company opened its California facility in 1965, its first Arizona and
France facilities in 1984, its Singapore facility in 1986 and its second France
facility in 1992. The Company services the North America market principally
through its United States manufacturing facilities, the European market
principally through its manufacturing facilities in France, and the Asian market
principally through its Singapore manufacturing facility. During its 2002 fiscal
year, the Company established a business center in central China, and in March 2004, the Company announced that
it was establishingwhich has been
replaced by a new manufacturing facility in the Zhuhai
11
Free Trade Zone approximately 50 miles west of Hong Kong in southern China to
supply the growing demand for advanced multilayer printed circuitry materials in
China. The construction of this facility was completed in the first quarter of
the Company's 2007 fiscal year, and the Company has installed equipment at the
facility and is in the process of equipment testing, employee training and
internal and external qualifications for the facility. In addition, the Company
upgraded its printed circuit materials treating operation in Singapore during
the 2007 fiscal year third quarter so that such operation is capable of treating
the Company's full line of advanced printed circuit materials in Singapore,
except polytetrafluoroethylene ("PTFE") materials. The Company has located its
manufacturing facilities in its important markets. By maintaining technical and
engineering staffs at each of its manufacturing facilities, the Company is able
to deliver fully-
integratedfully-integrated products and services on a timely basis.
The Company expanded the manufacturing capacity of its
electronic materials facilities in recent years. During the 2000
fiscal year, the Company completed expansions of its electronic
materials operations in Singapore and France. During the 2002
fiscal year, the Company completed a significant expansion of its
higher technology product line manufacturing facility in Arizona
and established the capability to manufacture PTFE materials for
RF/microwave applications at its Neltec high performance
materials facility in Tempe, Arizona, augmenting the Company's
PTFE manufacturing capability in Lannemezan, France. During the
2004 fiscal year, the Company completed the expansion of its
manufacturing facility in Singapore, and the Company began
utilization of its higher technology product line manufacturing
facility in Arizona. During the 2005 fiscal year, the Company
installed one of its latest generation, high-technology treaters
in its newly expanded facility in Singapore. In addition, as
stated above, the Company announced in March 2004 that it is
establishing a new manufacturing facility in the Zhuhai Free
Trade Zone in southern China, approximately 50 miles west of Hong
Kong.
As a result of the persistent and pervasive depressed state
of the worldwide electronics manufacturing industry following the
severe downturn that occurred during the Company's 2002 fiscal
year first quarter, the Company closed its Nelco U.K.
manufacturing facility in Skelmersdale, England during its 2003
fiscal year third quarter, announced the closure of the mass
lamination operation of its Dielektra electronic materials
manufacturing business in Germany and the realignment of its
North American FR-4 electronic materials operations in New York
and California in its 2004 fiscal year first quarter, and
discontinued its financial support of its Dielektra GmbH
subsidiary located in Cologne, Germany in its fiscal year 2004
fourth quarter ended February 29, 2004, which resulted in the
insolvency of Dielektra GmbH. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in
Item 7 of Part II of this Report and Notes 9, 10 and 13 of the
Notes to Consolidated Financial Statements in Item 8 of Part II
of this Report for a discussion of the significant pre-tax
charges recorded by the Company in the 2003 and 2004 fiscal
years.
Printed Circuit Materials - Materials and Sources of Supply
The principal materials used in the manufacture of the Company's
printed circuit materials products are specially manufactured copper foil,
fiberglass cloth and synthetic reinforcements, and specially formulated resins
and chemicals. The Company attempts to develop and maintain close working
relationships with suppliers of those materials who have dedicated themselves to
complying with the Company's stringent specifications and technical
requirements. While the Company's philosophy is to work with a limited number of
suppliers, the Company has identified alternate sources of supply for each of
these materials. However, there are a limited number of qualified suppliers of
these materials, substitutes for these materials are not readily available, and,
in the recent past, the industry has experienced shortages in the market for
certain of these materials. While the Company has not experienced significant
problems in the delivery of these materials and considers its relationships with
its suppliers to be strong, a disruption of the supply of materials could
materially adversely affect the business, financial condition and results of
operations of the Company. Significant increases in the cost of materials
purchased by the Company could also have a material adverse effect on the
Company's business, financial condition and results of operations if the Company
were unable to pass such price increases through to its customers. During the first
and second quarters of the 2007 fiscal year, the Company incurred significant
increases in the cost of copper foil, one of the Company's primary raw
materials, and the Company was able to pass a substantial portion of such
increases through to its customers in the second, third and fourth quarters of
the 2007 fiscal year.
Printed Circuit Materials - Competition
The multilayer printed circuit materials industry is characterized by
intense competition and ongoing consolidation. The Company's competitors are
primarily divisions or subsidiaries of very large, diversified multinational
manufacturers which are substantially larger and have greater financial
resources than the Company and, to a lesser degree, smaller regional producers.
Because the Company focuses on the higher technology segment of the printed
circuit materials market, technological innovation, quality and service, as well
as price, are significant competitive factors.
The Company believes that there are approximately tenseveral significant multilayer
printed circuit materials manufacturers in the world and many of these
competitors have significant presences in the three major global markets of
North America, Europe and Asia. The Company believes that the multilayer
12
printed circuit materials industry has become more global and that the remaining
smaller regional manufacturers are finding it increasingly difficult to remain
competitive. The Company believes that it is currently one of the world's
largest advanced multilayer printed circuit materials manufacturers. The Company
further believes it is one of only a few significant independent manufacturers
of multilayer printed circuit materials in the world today.
The markets in which the Company's printed circuit materials operations
compete are characterized by rapid technological advances, and the Company's
position in these markets depends largely on its continued ability to develop
technologically advanced and highly specialized products. Although the Company
believes it is an industry technology leader and directs a significant amount of
its time and resources toward maintaining its technological competitive
advantage, there is no assurance that the Company will be technologically
competitive in the future, or that the Company will continue to develop new
products that are technologically competitive.
Advanced Composite Materials
Advanced Composite Materials Operations
The Company through its advanced composite materials
business unit, FiberCote Industries, Inc.,also develops and produces engineered composite materials
for the aerospace, rocket motor, radio frequency ("RF") and specialty industrial
markets.
Advanced Composite Materials - Industry Background
The advanced composite materials manufactured by the Company and its
competitors are used primarily to fabricate light-weight, high-strength
structures with specifically designed performance characteristics. Composite
materials are typically highly specified combinations of resin formulations and
reinforcements. Reinforcements can be woven fabrics, non-woven goods such as
mats or felts, or in some cases unidirectional fibers. Reinforcement materials
are constructed of: E-glass (fiberglass), carbon fiber, S2 glass, aramids such
as KevlarrKevlar(R) ("Kevlar" is a registered trademark of E.I. du Pont de Nemours &
Co.) and TwaronrTwaron(R) ("Twaron" is a registered trademark of Teijin Twaron B.V.
LLC), quartz, polyester, and other synthetic materials. Resin formulations are
typically highly proprietary, and include various chemical mixtures. The Company
produces resin formulations using various epoxies, polyesters, phenolics,
bismalimides, cyanate esters, polyimides and other complex matrices. The
reinforcement combined with the resin is referred to as a "prepreg", which is an
acronym for pre-impregnated material. Advanced composite materials can be
broadly categorized as either a thermoset or a thermoplastic. While both
material types require the addition of heat and pressure to achieve the
molecular cross-linking of the matrices, thermoplastics can be reformed using
additional heat and pressure. Once fully cured, thermoset materials can not be
further reshaped. The Company believes that the demand for thermoset advanced
materials is greater than that for thermoplastics due to the fact that
fabrication processes for thermoplastics require much higher temperatures and
pressures, and are, therefore, typically more capital intensive than the
fabrication processes for thermoset materials.
The advanced composite materials industry suppliers have historically
been large chemical corporations. OverDuring the past ten years, considerable
consolidation has occurred in the industry, has seen considerable consolidation resulting in three relatively large
composite materials suppliers and a number of smaller suppliers.
13
Composite part fabricators typically will design and specify a material
specifically to meet the needs of the part's end use and the fabricators'
processing methods. Fabricators sometimes work with a supplier to develop the
specific resin system and reinforcement combination to match the application.
Fabricators' processing may include hand lay-up or more advanced automated
lay-
up (ATL)lay-up ("ATL") techniques. Automated lay-up processes include automated tape
lay-up, fiber placement and filament winding. These fabrication processes
will significantly alter the material form purchased. After the lay-up process is
completed, the material will beis cured by the addition of heat and pressure. Cure
processes typically include vacuum bag oven curing, high pressure autoclave,
press forming and in some cases in-situ curing. OnceAfter the part has been cured,
final finishing and trimming, and assembly of the structure is performed by the
fabricator.
Advanced Composite Materials - Products
The products manufactured by the Company are primarily thermoset curing
prepregs. By analyzing the needs of the markets in which it participates, and
working with its customers, the Company has developed proprietary resin
formulations to suit the needs of its markets. The complex process of developing
resin formulations and selecting the proper reinforcement is accomplished
through a collaborative effort of the Company's research and development
resources working with the customers' technical staff. The Company focuses on
developing a thorough understanding of its customers' businesses, product lines,
processes and technical challenges. The Company believes that it develops
innovative solutions which utilize technologically advanced materials and
concepts for its customers.
The Company's advanced composite materials products include prepregs
manufactured from proprietary formulations using modified epoxies, phenolics,
polyesters, cyanate esters, bismalimides, polyimides combined with woven,
non-woven, and unidirectional reinforcements. Reinforcement materials used to
produce the Company's products include polyacrylonitrile ("PAN") and pitch based
carbons, aramids, E-glass, S2 glass, polyester, quartz and rayon. The Company
also sells certain specialty fabrics, such as Raycarb C2, a carbonized rayon
fabric produced by Snecma Propulsion Solide and used mainly in the rocket motor
industry.
Advanced Composite Materials - Customers and End Markets
The Company's advanced composite materials customers, the majority of
which are located in the United States, include manufacturers in the aerospace,
rocket motor, electronics, RF,radio frequency ("RF"), marine and specialty
industrial markets. The Company's materials are marketed by sales personnel
including both salaried employees and independent sales representatives who work
on a commission basis.
While no single advanced composite materials customer accounted for 10%
or more of the Company's total sales during either of the last two fiscal years,
the loss of a major customer or of a group of some of the largest customers of
the advanced composite materials business could have a material adverse effect
upon the Company's advanced composite materials business.
The Company's aerospace customers are fabricators of aircraft composite
hardware. The Company's advanced composite materials are used to produce primary
and secondary structures, aircraft interiors, and various other aircraft
components. The majority of the Company's customers for aerospace materials do
not produce hardware for commercial aircraft, but for the general and corporate
aviation, kit aircraft and military segments. The majority of the Company's
customers for aerospace products are in the United States and Europe.
14
Customers for the Company's rocket motor materials include United
States defense prime contractors and subcontractors. These customers fabricate
rocket motors for heavy lift space launchers, strategic defense weapons,
tactical motors and various other applications. The Company's materials are used
to produce heat shields, exhaust gas management devices, and insulative and
ablative nozzle components. Rocket motors are primarily used for commercial and
military space launch, and for tactical and strategic weapons. The Company also
has customers for these materials outside of the United States.
The Company also sells composite materials for use in radio frequency (RF)RF electrical
applications. Customers buying these materials typically fabricate antennas and
radomes engineered to preserve electrical signal integrity. A radome is a
protective cover over an electrical antenna or signal generator. The radome is
designed to minimize signal loss and distortion. Customers for these products
are primarily in the United States and Europe.
Advanced Composite Materials - Manufacturing
The Company's manufacturing facility for advanced composite materials
is currently located in Waterbury, Connecticut. The Company also produces some
products through the use of toll coating services at other locations in North
America.
In the 2006 fiscal year, the Company installed an additional large
treater at its advanced composite materials facility in Waterbury, Connecticut,
which has significantly increased Nelcote's treating capacity. In the third
quarter of the 2007 fiscal year, the Company acquired a facility in Singapore
which the Company is modifying and expanding for use as a new advanced
composites manufacturing plant. In addition, the Company is in the final stages
of planning the construction of a new plant in the United States to produce
advanced composite materials principally for the aerospace industry.
The process for manufacturing composite materials is capital intensive
and requires sophisticated equipment, significant technical know-how and very
tight process control. The key steps used in the manufacturing process include
chemical reactors, resin mixing, reinforcement impregnation, and in some cases
resin film casting, and solvent drying processes.
Prepreg is manufactured by the Company using either solvent (solution)
coating methods on a treater or by hot melt impregnation. A treater is a
roll-to-roll continuous process machine which sequences reinforcement through
tension controllers and combines solvated resin with the reinforcement. The
reinforcement is dipped in resin, passed through a drying oven which removes the
solvent and advances (or partially cures) the resin. The prepreg material is
interleafed with a carrier and cut to the roll lengths desired by the customer.
The Company also manufactures prepreg using hot melt impregnation methods which
use no solvent. Hot melt prepreg manufacturing is achieved by mixing a resin
formulation in a heated resin vessel, casting a thin film on a carrier paper,
and laminating the reinforcement with the resin film. AdditionalThe Company also completes
additional processing services, such as slitting, sheeting, biasing, sewing and
cutting, are also
completed if needed by the customer. Many of the products manufactured by the
Company also undergo extensive testing of the chemical, physical and mechanical
properties of the product. These testing requirements are completed in the
laboratories and facilities located at the Company's manufacturing facility. The
CompanyCompany's laboratories have been approved by several aerospace contractors.
OnceAfter all the processing has been completed, the product is inspected and
packaged for shipment to the customer. The Company typically supplies final
product to the customer in roll or sheet form.
In the 2006 fiscal year first quarter, the Company is
completing the installation of an additional large treater at its
FiberCote advanced composite materials facility in Waterbury,
Connecticut, which will effectively double FiberCote's treating
capacity.
15
Advanced Composite Materials - Materials and Sources of Supply
The Company designs and manufactures its advanced composite materials
to its own specifications and to the specifications of its customers. Product
development efforts are focused on developing prepreg materials that meet the
specifications of the customers. The materials used in the manufacture of these
engineered materials include graphite and carbon fibers and fabrics, Kevlarr,Kevlar(R),
quartz, fiberglass, polyester, specialty chemicals, resins, films, plastics,
adhesives and certain other synthetic materials. The Company purchases these
materials from several suppliers. Substitutes for many of these materials are
not readily available, and demand has increased for certain materials, such as
carbon fiber during the 2006 and 2005 fiscal year.years. The supply of certain
materials was limited during the 2006 and 2005 fiscal year,years, but such limitation
did not have a material adverse effect on the Company's advanced composite
materials business. The Company is working globally to determine acceptable
alternatives for several raw materials with limited availability.
Advanced Composite Materials - Competition
The Company has many competitors in the advanced composite materials
business, ranging in size from large, international corporations to small
regional producers. Several of the Company's largest competitors are vertically
integrated. In some
cases,Some of the competitorCompany's competitors may also serve as a supplier to
the Company. The Company competes for business on the basis of responsiveness,
product performance, innovative new product development, product qualification
listing and price.
Backlog
The Company records an item as backlog when it receives a purchase
order specifying the number of units to be purchased, the purchase price,
specifications and other customary terms and conditions. At May 1, 2005,April 29, 2007, the
unfilled portion of all purchase orders received by the Company and believed by
it to be firm was approximately $5,425,000,$9,458,000, compared to $8,111,000$7,401,000 at May 2, 2004.
The backlog was lower at May 1, 2005 than at May 2, 2004 due
primarily to the upturn in the Company's business in the first
quarter of its 2005 fiscal year resulting from the temporary
improvement in the global electronics industry.April 30,
2006.
Various factors contribute to the size of the Company's backlog.
Accordingly, the foregoing information may not be indicative of the Company's
results of operations for any period subsequent to the fiscal year ended
February 27, 2005.25, 2007.
Patents and Trademarks
The Company holds several patents and trademarks or licenses thereto.
In the Company's opinion, some of these patents and trademarks are important to
its products. Generally, however, the Company does not believe that an inability
to obtain new, or to defend existing, patents and trademarks would have a
material adverse effect on the Company.
Employees
At February 27 2005,25, 2007, the Company had approximately 1,030950 employees. Of
these employees, 930840 were engaged in the Company's printed circuit materials
operations, 5070 in its advanced composite materials operations and 5040 consisted
of executive personnel and general administrative staff. As a result of a
severe correction and downturn in the global electronics industry
and, consequently, in the Company's electronic materials
business, the Company reduced its total number of employees
during the first two months of its 2002 fiscal year from
approximately 2,850 total employees to approximately 2,330 total
employees at April 30, 2001, and during the remainder of the 2002
fiscal year the Company's total number of employees declined to
approximately 1,700. The total number of employees further
declined to approximately 1,400 at the end of the 2003 fiscal
year and to approximately 1,200 at the end of the 2004 fiscal
year. None of the Company's
employees are subject to a collective bargaining agreement. However, the
non-executive employees of the Company's Neltec Europe SAS subsidiary in France
are represented by the trade union which represents all non-executive employees
in the industrial sector to which Neltec Europe belongs. Management considers
its employee relations to be good.
16
Environmental Matters
The Company is subject to stringent environmental regulation of its
use, storage, treatment and disposal of hazardous materials and the release of
emissions into the environment. The Company believes that it currently is in
substantial compliance with the applicable federal, state and local
environmental laws and regulations to which it is subject and that continuing
compliance therewith will not have a material effect on its capital
expenditures, earnings or competitive position. The Company does not currently
anticipate making material capital expenditures for environmental control
facilities for its existing manufacturing operations during the remainder of its
current fiscal year or its succeeding fiscal year. However, developments, such
as the enactment or adoption of even more stringent environmental laws and
regulations, could conceivably result in substantial additional costs to the
Company.
The Company and certain of its subsidiaries have been named by the
Environmental Protection Agency (the "EPA") or a comparable state agency under
the Comprehensive Environmental Response, Compensation and Liability Act (the
"Superfund Act") or similar state law as potentially responsible parties in
connection with alleged releases of hazardous substances at eightnine sites. In
addition, a subsidiary of the Company has received cost recovery claims under
the Superfund Act from other private parties involving twoone other sitessite and has
received requests from the EPA under the Superfund Act for information with
respect to its involvement at three other sites. Under the Superfund Act and
similar state laws, all parties who may have contributed any waste to a
hazardous waste disposal site or contaminated area identified by the EPA or
comparable state agency may be jointly and severally liable for the cost of
cleanup. Generally, these sites are locations at which numerous persons disposed
of hazardous waste. In the case of the Company's subsidiaries, generally the
waste was removed from their manufacturing facilities and disposed at the waste
sites by various companies which contracted with the subsidiaries to provide
waste disposal services. Neither the Company nor any of its subsidiaries have
been accused of or charged with any wrongdoing or illegal acts in connection
with any such sites. The Company believes it maintains an effective and
comprehensive environmental compliance program. Management believes the ultimate
disposition of known environmental matters will not have a material adverse
effect upon the Company.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Environmental Matters" included in Item 7 of Part II of
this Report and Note 1516 of the Notes to Consolidated Financial Statements
included in Item 8 of Part II of this Report.
ITEM 1A. RISK FACTORS.
The business of the Company faces numerous risks, including those set
forth below or those described elsewhere in this Form 10-K Annual Report or in
the Company's other filings with the Securities and Exchange Commission. The
risks described below are not the only risks that the Company faces, nor are
they necessarily listed in order of significance. Other risks and uncertainties
may also affect the Company's business. Any of these risks may have a material
adverse effect on the Company's business, financial condition, results of
operations and cash flow.
The industries in which the Company operates are undergoing technological
changes, and the Company's business could suffer if the Company is unable to
adjust to these changes.
17
The Company's operating results could be negatively affected by the Company's
inability to maintain and increase its technological and manufacturing
capability and expertise. Rapid technological advances in semiconductors and
electronic equipment have placed rigorous demands on the printed circuit
materials manufactured by the Company and used in printed circuit board
production.
The industries in which the Company operates are very competitive.
Certain of the Company's principal competitors are substantially larger and have
greater financial resources than the Company, and the Company's operating
results will be affected by its ability to maintain its competitive positions in
these industries. The printed circuit materials and advanced composite materials
industries are intensely competitive and the Company competes worldwide in the
markets for such materials.
The Company is vulnerable to an increase in the cost of gas or electricity.
Changes in the cost or availability of gas or electricity could materially
increase the Company's cost of operations. The Company's production processes
require the use of substantial amounts of gas and electricity, the cost and
available supply of which are beyond the control of the Company.
The Company is vulnerable to an increase in the price of certain raw materials.
There are a limited number of qualified suppliers of the principal materials
used by the Company in its manufacture of printed circuit materials and advanced
composite materials products. Substitutes for these materials are not readily
available, and in the past there have been shortages in the market for certain
of these materials. These shortages could materially increase the Company's cost
of operations.
The Company's customer base is highly concentrated, and the loss of one or more
customers could affect the Company's business.
A loss of one or more key customers could affect the Company's profitability.
The Company's customer base is concentrated, in part, because the Company's
business strategy has been to develop long-term relationships with a select
group of customers. During the Company's fiscal year ended February 25, 2007,
the Company's ten largest customers accounted for approximately 73% of net
sales. The Company expects that sales to a relatively small number of customers
will continue to account for a significant portion of its net sales for the
foreseeable future. See "Business--Printed Circuit Materials--Customers and End
Markets" and "Business--Advanced Composite Materials--Customers and End Markets"
in Item 1 of Part I of this Report.
The Company's business is dependent on the electronics industry which is
cyclical in nature.
The electronics industry is cyclical and has experienced recurring downturns.
The downturns, such as occurred in the electronics industry during the first
quarter of the Company's fiscal year ended March 2, 1997 and in the first
quarter of the Company's fiscal year ended March 3, 2002, and which continues to
a lesser extent at the present time, can be unexpected and have often reduced
demand for, and prices of, printed circuit materials and advanced composite
materials. This potential reduction in demand and prices could have a negative
impact on the Company's business.
18
The Company relies on short-term orders from its customers.
A variety of conditions, both specific to the individual customer and generally
affecting the customer's industry, can cause a customer to reduce or delay
orders previously anticipated by the Company, which could negatively impact the
Company's business. The Company typically does not obtain long-term purchase
orders or commitments. Instead, it relies primarily on continual communication
with its customers to anticipate the future volume of purchase orders.
The Company faces extensive capital expenditure costs.
The Company's business is capital intensive and, in addition, the introduction
of new technologies could substantially increase the Company's capital
expenditures. In order to remain competitive the Company must continue to make
significant investments in capital equipment and expansion of operations, which
could affect the Company's results of operations.
The Company's international operations are subject to different and additional
risks than the Company's domestic operations.
The Company's international operations are subject to various risks, including
unexpected changes in regulatory requirements, foreign currency exchange rates,
tariffs and other barriers, political and economic instability, potentially
adverse tax consequences, and any impact on economic and financial conditions
around the world resulting from geopolitical conflicts or acts of terrorism, all
of which could negatively impact the Company's business. A portion of the sales
and costs of the Company's international operations are denominated in
currencies other than the U.S. dollar and may be affected by fluctuations in
currency exchange rates.
The Company is subject to a variety of environmental regulations.
The Company's production processes require the use, storage, treatment and
disposal of certain materials which are considered hazardous under applicable
environmental laws, and the Company is subject to a variety of regulatory
requirements relating to the handling of such materials and the release of
emissions and effluents into the environment, non-compliance with which could
have a negative impact on the Company. Other possible developments, such as the
enactment or adoption of additional environmental laws, could result in
substantial costs to the Company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
19
ITEM 2. Properties.PROPERTIES.
Set forth below are the locations of the significant properties owned
and leased by the Company, the businesses which use the properties, and the size
of each such property. All of such properties, except for the Melville, New York
property, are used principally as manufacturing and warehouse facilities.
Owned Size
Location or Use (Square
Leased Footage)
Melville, NY Leased Administrative Offices 8,000
Newburgh, NY Leased Electronic Materials 171,000
Fullerton, CA Leased Electronic Materials 95,000
Anaheim, CA Leased Electronic Materials 26,000
Tempe, AZ Leased Electronic Materials 87,000
Mirebeau, France Owned Electronic Materials 81,000
Lannemezan,France Owned Electronic Materials 29,000
Singapore Leased Electronic Materials 128,000
Kuching, Malaysia Leased Electronic Materials 11,000Size
Owned or (Square
Location Leased Use Footage)
- ------------------ ------------ ---------------------- ------------
Melville, NY Leased Administrative Offices 8,000
Newburgh, NY Leased Electronic Materials 171,000
Fullerton, CA Leased Electronic Materials 95,000
Anaheim, CA Leased Electronic Materials 26,000
Tempe, AZ Leased Electronic Materials 87,000
Mirebeau, France Owned Electronic Materials 81,000
Lannemezan, France Owned Electronic Materials 29,000
Singapore Leased Electronic Materials 128,000
Zhuhai, China Leased Electronic Materials 40,000
Waterbury, CT Leased Advanced Composites 100,000
Singapore Leased Advanced Composites 24,000
The electronic materials facility in Zhuhai, China has been constructed
and equipped but is not yet operating. The advanced composites facility in
Singapore has been recently acquired by the Company and is currently being
renovated and expanded for use by the Company as an advanced composites
manufacturing facility.
The Company believes its facilities and equipment to be in good
condition and reasonably suited and adequate for its current needs. During the
20052007 and 2006 fiscal year,years, certain of the Company's printed circuit materials
manufacturing facilities were utilized at less than 50% of their designed
capacity.
ItemITEM 3. Legal Proceedings.
In May 1998, the Company and its Nelco Technology, Inc.
("NTI") subsidiary in Arizona filed a complaint against Delco
Electronics Corporation and the Delphi Automotive Systems unit of
General Motors Corp. in the United States District Court for the
District of Arizona. The complaint alleged, among other things,
that Delco breached its contract to purchase semi-finished
multilayer printed circuit boards from NTI and that Delphi
interfered with NTI's contract with Delco, that Delco breached
the covenant of good faith and fair dealing implied in the
contract, that Delco engaged in negligent misrepresentation and
that Delco fraudulently induced NTI to enter into the contract.
In November 2000, after a trial in Phoenix, Arizona, a
jury awarded damages to NTI in the amount of $32.3 million, and
in December 2000 the judge in the United States District Court
entered judgment for NTI on its claim of breach of the implied
covenant of good faith and fair dealing with damages in the
amount of $32.3 million. Both parties appealed the decision to
the United States Court of Appeals for the Ninth Circuit in San
Francisco, and in May 2003, a panel of three judges in the Court
of Appeals for the Ninth Circuit rendered a unanimous decision
affirming the jury verdict. In June 2003, the United States
District Court for the District of Arizona entered final judgment
in favor of NTI, and Delco paid NTI on July 1, 2003. NTI received
a net amount of $33.1 million. See Note 19 of the Notes to
Consolidated Financial Statements in Item 8 of Part II of this
Report.
Park announced in March 1998 that it had been informed by
Delco Electronics that Delco planned to close its printed circuit
board fabrication plant and exit the printed circuit board
manufacturing business. After the plant closure, Delco purchased
all of its printed circuit boards from outside suppliers and
Delco was no longer a customer of the Company's. As a result, the
Company's sales to Delco declined significantly during the three-
month period ended May 31, 1998, were negligible during the three-
month period ended August 30, 1998 and have been nil since that
time. During the Company's 1999 fiscal year first quarter and
during its 1998 fiscal year and for several years prior thereto,
more than 10% of the Company's total worldwide sales were to
Delco Electronics Corporation; and the Company had been Delco's
principal supplier of semi-finished multilayer printed circuit
board materials for more than ten years. These materials were
used by Delco to produce finished multilayer printed circuit
boards. See "Business-Electronic Materials Operations-Customers
and End Markets" in Item 1 of this Report, "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in Item 7 of this Report and "Factors That May Affect
Future Results" after Item 7 of this Report.
ItemLEGAL PROCEEDINGS.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
Executive Officers of the Registrant.EXECUTIVE OFFICERS OF THE REGISTRANT.
Name Title Age
- ------------------- ------------------------------------------ --------
Brian E. Shore Chief Executive Officer, President and a
Director 5355
James L. Zerby Vice President and Chief Financial Officer 64
Stephen E. Gilhuley SeniorExecutive Vice President, Secretary and
General Counsel 60
Emily J. Groehl Senior Vice President, Sales 58
John Jongebloed Senior Vice President,
Global Logistics 4862
James W. Kelly Vice President, Taxes and Planning 48
Steven P. Schaefer Senior50
Anthony W. DiGaudio Vice President of Marketing 44
Murray O. Stamer Seniorand Sales 37
Louis J. Stans Vice President and Chief
Financial Officer 47
Gary M. Watson Senior Vice President,of Engineering and
Senior Vice
President, Asian Business Unit 57Quality and Research and Development 60
20
Mr. Shore has served as a Director of the Company since 1983 and as
Chairman of the Board of Directors since July 2004. He was elected a Vice
President of the Company in January 1993, Executive Vice President in May 1994,
President effectivein March 4, 1996, the first day of the Company's 1997 fiscal year, and Chief Executive Officer in November 1996. Mr. Shore
also served as General Counsel of the Company from April 1988 until April 1994.
Mr. Zerby was appointed Vice President and Controller of the Company on
July 24, 2006, and he was elected Vice President and Chief Financial Officer on
October 24, 2006. Prior to joining Park, Mr. Zerby was Chief Financial Officer
of Photocircuits Corporation, a manufacturer of printed circuit boards, in Glen
Cove, New York from 1991 to March 2006.
Mr. Gilhuley has been General Counsel of the Company since April 1994
and Secretary since July 1996. He was elected a Senior Vice President in March
2001.
Ms. Groehl was elected Senior2001 and Executive Vice President Sales and
Marketing of Park in May 1999 and Senior Vice President, Sales on March 22, 2005. Prior to May 1999, she had been with one of
Park's "Nelco" business units for more than ten years. She was
elected Vice President of New England Laminates Co., Inc. in 1988
and was Vice President, Marketing and Sales of Nelco
International Corporation from 1993 until June 1999, when Nelco
International Corporation merged into Park Electrochemical Corp.
The Company has announced that Ms. Groehl is retiring from the
Company effective June 10, 2005.
Mr. Jongebloed was elected Senior Vice President, Global
Logistics of Park in July 2001. Prior to July 2001, he had been
employed by one of Park's "Nelco" business units for more than
nine years. He was Vice President and General Manager of New
England Laminates Co., Inc. from January 1992 to May 1999, and
President and General Manager of New England Laminates Co., Inc.
from May 1999 to August 2002 and since April 28, 2003.October 24, 2006.
Mr. Kelly was elected Vice President, Taxes and Planning of Park in
March 2001. He had been Director of Taxes of the Company since May 1997.
Mr. Schaefer has been employed by Park since January 2001
when he becameDiGaudio joined the Company as a Product Director High Volume Products of Park. Hein May 2002, was
promoted to Senior DirectorVice President of Product TechnologyQuality in March
2002May 2004 and was promoted to Vice
President of Sales effective June 13, 2005. He was appointed Vice President of
Business DevelopmentMarketing in February 2003.June 2006 in addition to the position of Vice President of Sales.
For several years prior to joining Park, Mr. DiGaudio was Technical Manager for
Metro Circuits, Division of PJC Technologies, Inc. in Rochester, New York.
Mr. Stans was appointed Vice President of Engineering of the Company in
December 2004, and he was also appointed to the position of Vice President of
Quality in October 2005. He was elected Seniorappointed Vice President Technology
on July 17, 2003 and Senior Vice President, Marketing on March
22, 2005. Mr. Schaefer was Business Manager, Electronic Chemicals
of OM Group, Inc. from February 1999 to January 2001; and prior
to February 1999, Mr. Schaefer was employed by LeaRonal, Inc. in
various positions, including National Sales Manager.
Mr. Stamer has been employed by the Company since 1989 and
served as the Company's Corporate Controller from 1993 to May
1999, when he was elected Treasurer. He was elected Senior Vice
President, Finance in March 2001 and Senior Vice President and
Chief Financial Officer on July 17, 2003.
Mr. Watson was elected Senior Vice President, Engineering in
June 2000. His title was changed to Senior Vice President,
Engineering and Technology in May 2001 and to Senior Vice
President, Engineering in July 2003. In addition, he became
Senior Vice President, Asian Business Unit in August 2002. Prior
to June 2000, Mr. Watson was Senior Director, Manufacturing
Process Technology of Fort James Corporation since March 1999;
Vice President, Research and
Development in January 2007 in addition to the positions of Boise CascadeVice President of
Engineering and Vice President of Quality. Prior to joining Park, Mr. Stans had
been Director of Technology and Engineering at Photocircuits Corporation, from 1992 to March 1999; and Business Division
Technology Manager of Weyerhauser Company from 1986 to 1992.a
major printed circuit board manufacturer, since 1990.
There are no family relationships between the directors or executive
officers of the Company.
Each executive officer of the Company serves at the pleasure of the
Board of Directors of the Company.
21
PART II
ItemITEM 5. Market for the Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities.MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The Company's Common Stock is listed and trades on the New York Stock
Exchange (trading symbol PKE). (The Common Stock also trades on the Midwest
Stock Exchange.) The following table sets forth, for each of the quarterly
periods indicated, the high and low sales prices for the Common Stock as
reported on the New York Stock Exchange Composite Tape and dividends declared on
the Common Stock.
Stock Price
For the Fiscal Year Stock Price----------------------- Dividends
Ended February 27, 200525, 2007 High Low Declared
----------------------- ---------- ---------- ----------
First Quarter $26.70 $21.63 $ .0636.45 $ 28.05 $ .08
Second Quarter 27.40 20.5434.29 23.05 $ .061.08(a)
Third Quarter 23.12 19.71 $1.14(a)33.70 25.40 $ .08
Fourth Quarter 22.67 18.2533.50 24.72 $ .00.08
Stock Price
For the Fiscal Year Stock Price----------------------- Dividends
Ended February 29, 200426, 2006 High Low Declared
----------------------- ---------- ---------- ----------
First Quarter $19.67 $14.03 $.06$ 23.20 $ 19.07 $ .08
Second Quarter 23.35 17.91 $.0627.52 22.81 $ .08
Third Quarter 25.55 22.35 $.0626.98 23.75 $ 1.08(b)
Fourth Quarter 30.18 23.39 $.0629.75 22.63 $ .08
(a) During the 20052007 fiscal year second quarter, the Company declared its
regular quarterly cash dividend of $0.08 per share in June 2006, and in
July 2006 the Company announced that its Board of Directors had
declared a one-time, special cash dividend of $1.00 per share, payable
August 22, 2006 to stockholders of record on August 1, 2006.
(b) During the 2006 fiscal year third quarter, the Company declared its
regular quarterly cash dividend of $0.06$0.08 per share in September 2004,2005,
and in October 20042005 the Company announced that its Board of Directors
had declared a one-time, special cash dividend of $1.00 per share,
payable December 15, 20042005 to stockholders of record on November 15,
2004, and approved an increase in
Park's quarterly cash dividend from $0.06 per share to
$0.08 per share and, at the same time, announced that
its Board of Directors also had declared a regular
fourth quarter dividend of $0.08 per share payable
February 8, 2005 to stockholders of record on January 6,
2005.
As of May 6, 2005,4, 2007, there were approximately 1,335930 holders of record of
Common Stock.
The Company expects, for the immediate future, to continue to pay
regular cash dividends.
22
The following table provides information with respect to shares of the Company's
Common Stock acquired by the Company during each month included in the Company's
20052007 fiscal year fourth quarter ended February 27, 2005.25, 2007.
Maximum Number (or
Total Number of Approximate Dollar
Shares (or ApproximateValue) of Shares
(or Dollar Value)
Total Units) of Shares (orPurchased or Units) that
Number of Average Purchased as Units) that May
Shares PriceAs Part of May Yet Be
Shares (or Price Paid per Publicly Purchased Under
Period Units) Per Share (or Announced thePlans The Plans or
Period Purchased (or Unit) Plans or Programs Programs
- ----------------------- ---------- ----------- ---------------- ------------------
November 2927 -
-DecemberDecember 31 0 - 0
January 1-311-28 0 - 0
January 29 -
February 1-2725 0 - 0
Total 0 - 0 2,000,000(a)
(a)Aggregate number of shares available to be purchased by the
Company pursuant to a share purchase authorization announced
on October 20, 2004. Pursuant to such authorization, the
Company is authorized to purchase its shares from time to time
on the open market or in privately negotiated transactions.
ItemITEM 6. Selected Financial Data.SELECTED FINANCIAL DATA.
The following selected consolidated financial data of Park and its
subsidiaries is qualified by reference to, and should be read in conjunction
with, the consolidated financial statements,Consolidated Financial Statements, related notes,Notes, and Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained elsewhere herein. Insofar as such consolidated financial information
relates to the five fiscal years ended February 27, 200525, 2007 and is as of the end of
such periods, it is derived from the con
solidated financial statementsConsolidated Financial Statements for the
three fiscal yearyears ended February 27, 200525, 2007 and as of such datedates audited by Grant
Thornton LLP, independent auditor, and from the consolidated financial
statementsConsolidated Financial
Statements for the fourtwo fiscal years ended February 29, 2004 and as of such dates
audited by Ernst & Young LLP, independent auditor. The consolidated financial statementsConsolidated Financial
Statements as of February 27,
200525, 2007 and February 29, 200426, 2006 and for the three years
ended February 27, 2005,25, 2007, together with the independent auditors' reportsauditor's report for the
three years ended February 27, 2005,25, 2007, appear in Item 8 of Part II of this Report.
23
Fiscal Year Ended
------------------------------------------------------------------------
(In thousands, except per share amounts)
February 25, February 26, February 27, February 29, March 2,
March 3, February 25,2007 2006 2005 2004 2003
2002 2001------------ ------------ ------------ ------------ ------------
STATEMENTS OF EARNINGS INFORMATION:
Net sales $211,187 $194,236 $195,578 $201,681 $469,121$ 257,377 $ 222,251 $ 211,187 $ 194,236 $ 195,578
Cost of sales 193,270 167,650 167,937 161,536 168,921
185,014 355,400------------ ------------ ------------ ------------ ------------
Gross profit 64,107 54,601 43,250 32,700 26,657 16,667 113,721
Selling, general and
administrative expenses 26,682 25,129 26,960 27,962 27,157
33,668 47,683
Gain on Delco lawsuit (Note 19)Insurance arrangement
termination charge 1,316 - (33,088) - - -
Asset impairment charge (Note 13)- 2,280 - - 49,035
- -
Restructuring and severance
Chargescharges (Note 10)11) - 889 625 8,469 4,794 806 -
Gain on insurance settlement
(Note 11)12) - - (4,745) - -
Gain on sale of DPI (Note 12)- - - - (3,170) - -
Gain on sale of UK real estate - - - (429) -
Gain on Delco lawsuit - - - Loss on sale of NTI and closure
of related support facility(33,088) -
- - 15,707 ------------- ------------ ------------ ------------ ------------
Earnings (loss)from operations 36,109 26,303 20,410 29,786 (51,159) (33,514) 66,038
Interest and other income, net 8,033 6,056 3,386 2,958 3,260
5,373 2,720------------ ------------ ------------ ------------ ------------
Earnings (loss) from continuing
operations before income taxes 44,142 32,359 23,796 32,744 (47,899) (28,141) 68,758
Income tax provision (benefit)
from continuing operations 4,351 5,484 2,191 2,835 (4,035)
(10,727) 20,963------------ ------------ ------------ ------------ ------------
Earnings (loss) from continuing
operations 39,791 26,875 21,605 29,909 (43,864)
(17,414) 47,795
Earnings (loss)Loss from discontinued
operations, net of taxes
(Note 9)10) - - - (33,761) (6,895)
(8,105) 1,624------------ ------------ ------------ ------------ ------------
Net earnings (loss) $ 39,791 $ 26,875 $ 21,605 $ (3,852) $(50,759) $(25,519) $49,419$ (50,759)
============ ============ ============ ============ ============
Basic earnings (loss) per
share:
Earnings (loss) from continuing
operations $ 1.97 $ 1.34 $ 1.09 $ 1.51 $ (2.23)
$ (0.89) $ 3.00
(Loss) earningsLoss from discontinued
operations, net of tax - - - (1.71) (0.35)
(0.42) 0.10------------ ------------ ------------ ------------ ------------
Basic earnings (loss) per share $ 1.97 $ 1.34 $ 1.09 $ (0.20) $ (2.58)
$ (1.31) $ 3.10============ ============ ============ ============ ============
Diluted earnings (loss) per
share:
Earnings (loss) from continuing
operations $ 1.96 $ 1.33 $ 1.08 $ 1.50 $ (2.23)
$ (0.89) $ 2.57
(Loss) earningsLoss from discontinued
operations, net of tax - - - (1.69) (0.35)
(0.42) 0.08------------ ------------ ------------ ------------ ------------
Diluted earnings (loss) per
share $ 1.96 $ 1.33 $ 1.08 $ (0.19) $ (2.58)
$ (1.31) $ 2.65============ ============ ============ ============ ============
Cash dividends per common share $ 1.32 $ 1.32 $ 1.26 $ 0.24 $ 0.24
$ 0.24 $ 0.23
share============ ============ ============ ============ ============
Weighted average number of
common shares outstanding:
Basic 20,175 20,047 19,879 19,754 19,674
19,535 15,932
Diluted 20,317 20,210 20,075 19,991 19,674 19,535 20,002
BALANCE SHEET INFORMATION:
Working capital $201,501 $197,453 $170,274 $167,000 $188,511$ 233,767 $ 214,934 $ 206,714 $ 197,453 $ 170,274
Total assets 321,922 311,312 307,311 311,070 301,542 360,644 430,581
Long-term debt - - - - 97,672-
Stockholders' equity 264,167 245,423 242,857 243,896 245,701 292,546 228,906
See Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
Item
24
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
General:
Park is a global advanced materials company which develops,
manufactures and markets high technology digital and RF/microwave printed
circuit materials and advanced composite materials principally for the
electronics, military,telecommunications and internet infrastructure, high-end computing and aerospace wireless communication,
specialty and industrial
markets. The Company's manufacturing facilities are located in Singapore, China,
(currently under
construction), France, (two facilities), Connecticut, New York, Arizona and California. The Company operatesCompany's products
are marketed and sold under the FiberCote,
NelcoNelco(R) and NeltecNelcote(TM) names.
The global electronics manufacturing industry, which had become
extremely and unsustainably overheated in the 1990s and into calendar year 2000,
collapsed in calendar year 2001, and has not recovered since that collapse. The
Company believes that thatthe industry has become a mature industry, and the Company
does not expect significant non-cyclical, sustainable growth from that industry
in the future.
AlthoughThe Company's net sales increased in the fiscal year ended February 25,
2007 compared with the fiscal year ended February 26, 2006 as a result of
increases in sales of the Company's printed circuit materials in North America
and Asia and increases in sales of the Company's advanced composite materials,
and the Company achieved higher operating profits and higher net earnings in the
2007 fiscal year compared with the 2006 fiscal year.
The Company's net earnings for the fiscal year ended February 25, 2007
were increased by a tax benefit of $0.7 million recorded by the Company in the
2007 fiscal year fourth quarter relating to the recognition of tax credits
resulting from operating losses sustained in prior years in France and by tax
benefits recognized by the Company in the 2007 fiscal year second quarter of
$3.5 million relating to the elimination of certain valuation allowances
previously established relating to deferred tax assets in the United States,
$1.4 million relating to the elimination of reserves no longer required as the
result of the completion of a tax audit and $0.5 relating to the termination of
a life insurance arrangement with Jerry Shore, the Company's founder and former
Chairman, President and Chief Executive Officer, and such net earnings were
reduced by a pre-tax charge of $1.3 million recorded by the Company in the 2007
fiscal year second quarter relating to the termination of such insurance
arrangement.
The Company's net earnings for the fiscal year ended February 26, 2006
were reduced by a tax charge of $3.1 million recorded in the fourth quarter in
connection with the repatriation of approximately $70 million of accumulated
earnings and profits of the Company's Nelco Products Pte. Ltd. subsidiary in
Singapore, a pre-tax asset impairment charge of $2.3 million recorded in the
fourth quarter for the write-off of construction costs related to the
installation of a treater at the Company's Neltec Europe SAS facility in
Mirebeau, France and a pre-tax employment termination benefits charge of $0.9
million related to a workforce reduction at the Company's Neltec Europe SAS
facility recorded in the 2006 fiscal year first quarter, and such net earnings
were increased by a tax benefit of $1.5 million recognized by the Company in the
2006 fiscal year third quarter relating to the elimination of valuation
allowances against deferred tax assets recorded in the United States in prior
periods.
25
The improvement in the Company's operating performance during the 2007
fiscal year was attributable principally to increases in total sales of the
Company's printed circuit materials products and higher percentages of sales of
higher margin, high performance printed circuit materials products. This
improvement occurred in spite of significant increases in the cost of copper
foil, one of the Company's primary raw materials, during the first and second
quarters of the 2007 fiscal year, as the Company was able to pass a substantial
portion of such increases through to its customers in the second, third and
fourth quarters of the 2007 fiscal year.
The condition of the global markets for the Company's printed circuit
materials products improved somewhat in the second half of the 20042006 fiscal year; and that
improvement continued in the first nine months of the 2007 fiscal year, and
the first half of the 2005 fiscal year, thosealthough
such markets weakened in the second half of the 2005 fiscal year. However, the Company's
sales increased during the 20052007 fiscal year with increased sales
of printed circuit materials and advanced composite materials in
all regions.
While the Company's sales from continuing operations
increased modestly in the 2005 fiscal year compared to the 2004
fiscal year, the Company's net earnings increased significantly
in the 2005 fiscal year compared to the Company's net profit from
continuing operations and net earnings in the 2004 fiscal year.
The Company's earnings from continuing operations were less in
the 2005 fiscal year than in the 2004 fiscal year preimarily
because of the $33.1 million pre-tax gain in the 2004 fiscal year
related to the payment by Delco Electronics Corporation, a
subsidiary of General Motors Corp. ("Delco"), of the judgment
against Delco in favor of the Company's subsidiary, Nelco
Technology, Inc. ("NTI").
Despite anemic conditions in almost all markets for
sophisticated printed circuit materials, the Company's gross
profit in the 2005 fiscal year was significantly greater than its
gross profit in the 2004 fiscal year as a result of the Company's
reductions of its costs and expenses and higher percentages of
sales of higher technology, higher margin products.
The increases in sales and profits during the 2005 fiscal
year compared to the 2004 fiscal year were the result of
increases in sales by nearly all the Company's operations,
although the improvements were attributable principally to
increases in sales of the Company's high technology printed
circuit materials, cost reductions resulting from the
realignments of the Company's volume printed circuit materials
operations in the 2005 and 2004 fiscal years and increases in
sales by the Company's FiberCote advanced composite materials
business.
The printed circuit materials industry began to improve
slightly at the end of the 2004 fiscal year second quarter and
continued to improve in the 2004 fiscal year third and fourth
quarters and in the 2005 fiscal year first quarter. However, the
printed circuit materials industry slowed down to some extent in
the 2005 fiscal year second quarter. Consequently,
sales of the Company's printed circuit materials operations declinedproducts increased in the third and fourth quarters of the 20052007
fiscal year compared to the third and fourth quarters of the 20042006 fiscal year. AlthoughHowever, the globalweakness that
occurred in the markets for the Company's printed circuit materials improved to some degree during September 2004, those markets were
anemic during the remainder of the 2005 fiscal year.
Consequently, sales of the Company's printed circuit materials
continuing operations declinedproducts in
the 20052007 fiscal year third and
fourth quarters compared toquarter has continued into the 20052008 fiscal year
first and second
quarters and compared to the 2004 fiscal year third and fourth
quarters. However, the military, aerospace, wireless
communication and industrialquarter. The markets for the Company's FiberCote
advanced composite materials
business were healthyproducts continued to be strong during the 20052007 fiscal year, third quarter, with particular strength coming
from the rocket motor, airframe and radome components of those
markets, and, as a result, sales of the
Company's advanced composite materials products increased in each quarter of the 20052007 fiscal
year compared to the comparable period in the prior fiscal year.
While theThe global markets for the Company's printed circuit materials continue
to be very difficult to forecast, and it is not clear to the Company believes thatwhat the
condition of the global markets for the Company's printed circuit materials will
be in the 20062008 fiscal year first
quarter is similar to the condition of such markets during the
2005 fiscal year third and fourth quarters. On the other hand,
the military, aerospace and specialty applications markets for
the Company's advanced composite materials business continues to
be healthy during the 2006 fiscal year first quarter, with
particular strength coming from the rocket motor, unmanned aerial
vehicle and commercial aircraft components of those markets.year. The Company believes that the markets for its
advanced composite materials will continue to be healthystrong during the 20062008 fiscal
year.
In the first quarter of the 2007 fiscal year, first quarter.
Thethe Company continues to invest its human and financial
resourcescompleted the
construction of a new manufacturing facility in the higher technology portionsZhuhai Free Trade Zone in
Guangdong Province in southern China to support the demand for advanced printed
circuit materials in China, and the Company is in the process of equipment
testing, employee training and internal and external qualifications for the
facility. In addition, the Company upgraded its printed circuit materials
businesstreating operation in Singapore during the 2007 fiscal year third quarter so
that such operation is capable of treating the Company's full line of advanced
printed circuit materials in Singapore, except polytetrafluoroethylene ("PTFE")
materials, and in its advanced composite
materials business. Duringduring the 2005 fiscal year, the Company installed one of its
latest generation, high-technology treaters in its newly expanded facility in
Singapore.
In the third quarter of the 2007 fiscal year, the Company acquired a
facility in Singapore andwhich the Company is completingmodifying and expanding for use as a
new advanced composites manufacturing plant. The Company is also in the final
stages of planning the construction of a new plant in the Untied States to
produce advanced composite materials principally for the aerospace industry. In
addition, during the 2006 fiscal year second quarter, the Company completed the
installation of an additional large treater at its FiberCote advanced composite materials
facility in Waterbury, Connecticut, which will effectively double FiberCote'shas significantly increased the
treating capacity.capacity of that facility.
While the Company continued to expand and invest in its business during
the 2007 and 2006 fiscal years, it made additional adjustments to one of its
operations, which resulted in Asiaa workforce reduction. In the 2006 fiscal year
first and second quarters, the Company reduced the size of the workforce at
26
its Neltec Europe SAS subsidiary in Mirebeau, France as a result of further
deterioration of the European market for high-technology printed circuit
materials, and it recorded an employment termination benefits charge of $1.1
million during the 2006 fiscal year first quarter, $0.2 million of which was
reversed in the 2006 fiscal year fourth quarter. In addition, during the 2005
fiscal year, it made additional
adjustments tothe Company reduced the sizes of the workforces at its volume printed circuit materials businesses,
particularly in North America, which resulted in workforce
reductions at the Company's North
American and European volume printed circuit materials operations, as a result of which
the Company recorded pre-tax charges of $0.6 million in the Company's
2005 fiscal year
third quarter. In addition, in May 2005, the
Company announced that it was reducing the size of the workforce
at its Neltec Europe SAS subsidiary in Mirebeau, France, as a
result of further deterioration of the European market for high-
technology printed circuit materials and that it expects to
record a one-time termination benefits charge of approximately $1
million during the 2006 fiscal year first quarter ending May 29,
2005.
In the 2005 fiscal year third quarter, the Company also settled an
insurance claim for property and business interruption losses sustained by the
Company in Singapore as a result of an explosion in one of the four treaters
located at its Nelco manufacturing facility in Singapore and recorded a pre-tax
gain of $4.7 million as a result of the settlement.
During the 2004 fiscal year, the Company opened a facility
at its advanced products business unit in Arizona that had been
completed in its 2002 fiscal year and that is now being well
utilized, and completed the construction of its facility
expansion in Singapore.
During the first half of the 2004 fiscal year, the Company
realigned its North American volume printed circuit materials
operations located in New York and California. As part of the
realignment, the New York operation was scaled down to a smaller,
focused operation and the California operation was scaled up to a
larger volume operation, and there were workforce reductions at
the Company's New York facility and workforce increases at the
Company's California facility, with the end result being a net
reduction in the Company's workforce in North America. A portion
of the New York facility was mothballed. The realignment was
designed to help the Company achieve improved operating and cost
efficiencies in its North American volume printed circuit
materials operations and to help the Company best service all of
its North American customers.
As a result of the Company's realignment of its North
American volume printed circuit materials operations and related
workforce reductions, the Company recorded pre-tax charges
totaling $1.9 million and $6.5 million in the Company's 2004
fiscal year first quarter and second quarter, respectively. The
Company also recorded a pre-tax gain of $0.4 million in the 2004
fiscal year third quarter resulting from the sale of real estate
previously used by its Nelco UK subsidiary, which had ceased
operations after its closure in the 2003 fiscal year third
quarter. See Note 10 of the Notes to Consolidated Financial
Statements in Item 8 of Part II of this Report for additional
information regarding the realignment and closure.
In February 2004, the Company discontinued its financial
support of Dielektra GmbH, the Company's wholly owned subsidiary
located in Cologne, Germany ("Dielektra"), which supplied
electronic materials to European circuit board manufacturers. The
Company discontinued its support of Dielektra because the market
in Europe had eroded to the point where the Company believed it
would not be possible, at any time in the foreseeable future, for
the Dielektra business to be viable. Dielektra had required
substantial financial support from the Company. The
discontinuation of the Company's financial support resulted in
the filing of an insolvency petition by Dielektra. The Company
believes that the insolvency procedure in Germany will result in
the eventual reorganization, sale or liquidation of Dielektra.
The Company continues to service the higher technology European
digital and RF circuit board markets through its Neltec Europe
SAS business located in Mirebeau, France, and its Neltec SA
business located in Lannemezan, France.
In accordance with generally accepted accounting principles,
the Company treated Dielektra as a discontinued operation.
Accordingly, the Company reclassified Dielektra's operating
losses and charges and recorded a net loss from discontinued
operations of $33.8 million in the 2004 fiscal year, comprised of
$5.6 million of operating losses incurred by Dielektra, $6.2
million related to the closure of Dielektra's mass lamination
operation and related workforce reductions in the 2004 fiscal
year first quarter and $22.0 million for the write-off of assets
of Dielektra and other costs, and the Company recorded a net loss
from discontinued operations in the 2003 fiscal year of $6.9
million, comprised of $5.7 million of operating losses incurred
by Dielektra and $1.2 million for after-tax fixed asset
impairment charges. The Company's sales for the 2005 fiscal year
did not include any sales by Dielektra, and Dielektra had no
impact on the Company's results of operations during the 2005
fiscal year. Furthermore, the Company's sales from its continuing
operations did not include sales by Dielektra of $14.4 million
for the 2004 fiscal year and $21.2 million for the 2003 fiscal
year. See Note 9 of the Notes to Consolidated Financial
Statements in Item 8 of Part II of this Report for additional
information regarding the discontinued operations.
During the 2003 fiscal year, the Company recorded pre-tax
charges totaling $53.8 million related to the write-downs of
fixed assets at its continuing operations in North America
resulting from the realignment of its North American volume
printed circuit materials operations in New York and California,
workforce reductions at a North American business unit, and the
closure of its Nelco U.K. manufacturing facility. These charges
were only slightly offset by the pre-tax gain of $3.2 million
realized by the Company during the 2003 fiscal year second
quarter in connection with the sale of its Dielectric Polymers,
Inc. ("DPI") subsidiary for $5.0 million cash. See Notes 10, 12
and 13 of the Notes to Consolidated Financial Statements in Item
8 of Part II of this Report for additional information regarding
the asset write-downs, workforce reductions and closure and the
sale of DPI.
The Company recorded a pre-tax charge of $4.7 million in its
2003 fiscal year third quarter for the cost of closing its Nelco
U.K. manufacturing facility located in Skelmersdale, England in
response to the almost complete collapse of the U.K. high
technology circuit board industry. For many years, Nelco U.K. was
one of the most vital parts of the Company's global high
technology circuit materials business, but the U.K. high
technology circuit board industry had been devastated, and the
closure of the Nelco U.K. facility was unavoidable, as there was
not enough business available in the entire U.K. market to
justify the Company's having an operation in the U.K. The Company
is supplying its few remaining customers in the U.K. with product
produced at its Neltec facility located in Mirebeau, France and
will continue to provide these U.K. customers with local account
management, technical service and materials and inventory
support. In addition, the Company recorded a pre-tax charge of
$0.1 million during the 2003 fiscal year third quarter for
severance payments for workforce reductions at a North American
business unit. See Note 10 of the Notes to Consolidated Financial
Statements in Item 8 of Part II of this Report for additional
information regarding the closure and severance payments.
During the fourth quarter of the 2003 fiscal year, the
Company reassessed the recoverability of the fixed assets of
those operations based on cash flow projections and determined
that such fixed assets were impaired, and the Company recorded
pre-tax impairment charges of $49.0 million in the Company's 2003
fiscal year fourth quarter to reduce the book values of such
fixed assets to their estimated fair values. See Note 13 of the
Notes to Consolidated Financial Statements in Item 8 of Part II
of this Report for additional information regarding the asset
impairment charges.
During the Company's 1998 fiscal year and for several years
prior thereto, more than 10% of the Company's total worldwide
sales were to Delco, and the Company's wholly owned subsidiary,
NTI located in Tempe, Arizona, had been Delco's principal
supplier of semi-finished multilayer printed circuit board
materials, commonly known as mass lamination, which were used by
Delco to produce finished multilayer printed circuit boards.
However, in March 1998, the Company was informed by Delco that
Delco planned to close its printed circuit board fabrication
plant and exit the printed circuit board manufacturing business.
As a result, the Company's sales to Delco declined during the
three-month period ended May 31, 1998, were negligible during the
remainder of the 1999 fiscal year and have been nil since that
time.
In May 1998, the Company and NTI filed a complaint against
Delco and the Delphi Automotive Systems unit of General Motors
Corp. in the United States District Court for the District of
Arizona. The complaint alleged, among other things, that Delco
breached its contract to purchase semi-finished multilayer
printed circuit boards from NTI and that Delphi interfered with
NTI's contract with Delco, that Delco breached the covenant of
good faith and fair dealing implied in the contract, that Delco
engaged in negligent misrepresentation and that Delco
fraudulently induced NTI to enter into the contract. In November
2000, a jury awarded damages to NTI in the amount of $32.3
million, and in December 2000 the judge in the United States
District Court for the District of Arizona entered judgment for
NTI on its claim of breach of the implied covenant of good faith
and fair dealing with damages in the amount of $32.3 million.
Both parties appealed the decision to the United States Court of
Appeals for the Ninth Circuit in San Francisco; and in May 2003,
a panel of three judges in the Court of Appeals for the Ninth
Circuit rendered a unanimous decision affirming the jury verdict.
In June 2003, the United States District Court for the District
of Arizona entered final judgment in favor of NTI; and, on July
1, 2003, NTI received a net amount of $33.1 million in payment of
such judgment. The Company recorded a pre-tax gain of $33.1
million in the 2004 fiscal year second quarter related to such
payment. See Note 19 of the Notes to Consolidated Financial
Statements in Item 8 of Part II of this Report for additional
information regarding the gain on the lawsuit against Delco and
Item 3 of Part I of this Report for additional information
regarding the lawsuit against Delco.
The Company is not engaged in any related party transactions
involving relationships or transactions with persons or entities
that derive benefits from their non-independent relationship with
the Company or the Company's related parties, or in any
transactions with parties with whom the Company or its related
parties have a relationship that enables the parties to negotiate
terms of material transactions that may or would not be available
from other, more clearly independent parties on an arm's-length
basis, or in any trading activities involving non-exchange traded
commodity or other contracts that are accounted for at fair value
or otherwise or in any energy trading or risk management
activities, other than certain limited foreign currency contracts
intended to hedge the Company's contractual commitments to pay
certain obligations or to realize certain receipts in foreign
currencies and certain limited energy purchase contracts intended
to protect the Company from increased utilities costs.
The Company believes that an evaluation of its ongoing operations would
be difficult if the disclosure of its financial results were limited to
generally accepted accounting principles ("GAAP") financial measures, which
include special items, such as realignment and severance chargesthe tax benefits, the earnings repatriation tax
charge, the asset impairment charge, the insurance arrangement termination
charge and the gains onemployment termination benefits charge in the insurance
claim settlement, the Delco lawsuit2007 and the sale of real estate.2006
fiscal years. Accordingly, in addition to disclosing its financial results
determined in accordance with GAAP, the Company discloses non-
GAAPnon-GAAP operating
results that exclude certainspecial items in order to assist its shareholders and other
readers in assessing the Company's operating performance, since the Company's
on-going, normal business operations do not include such special items. Such
non-GAAP financial measures are provided to supplement the results provided in
accordance with GAAP.
Fiscal Year 20052007 Compared with Fiscal Year 2004:2006:
The Company's sales of both its printed circuit materials and its
advanced composite materials increased in the fiscal year ended February 27, 200525,
2007 compared to the fiscal year ended February 29, 2004, after a slight decline26, 2006, following increases in
such sales in the Company's sales
of printed circuit materials in the 20042006 fiscal year compared to the 20032005 fiscal year. The increase in sales of printed circuit
materials was accomplished despite the continued anemic
conditions in the North American and European markets and, to a
lesser extent, in the Asian markets for printed circuit
materials.
The increased sales in the 20052007 fiscal year and a furtherslight improvement in
the Company's gross profit margin in the 20052007 fiscal year, following a substantial
improvementimprovements in the 20042006 fiscal year compared to the 20032005 fiscal year and 2002in the
2005 fiscal years,year compared to the 2004 fiscal year, enabled the Company's continuing
operations to generate a larger gross profit than in the prior fiscal year.
The Company's gross profit in the 2007 fiscal year was substantially
higher than the gross profit in the prior fiscal year primarily as a result of
increased total sales of printed circuit materials products and higher
percentages of sales by the Company of its higher margin, high performance
printed circuit materials products.
Sales of the Company's advanced composite materials products also
increased during the 2007 fiscal year primarily as a result of the strength of
the aerospace markets for advanced composite materials. Sales of advanced
composite materials were 8% of the Company's total net sales worldwide in the
2007 and 2006 fiscal years.
The Company's financial results of operations were enhanced by the tax
benefit of $0.7 million recorded by the Company in the 2007 fiscal year fourth
quarter for the recognition of tax credits resulting from operating losses
sustained in prior years in France and by the tax benefits recorded in
27
the 2007 fiscal year second quarter of $3.5 million relating to the elimination
of certain valuation allowances previously established related to deferred tax
assets in the United States, $1.4 million relating to the elimination of
reserves no longer required as the result of the completion of a tax audit and
$0.5 million relating to the termination of a life insurance agreement with
Jerry Shore, the Company's founder and former Chairman, President and Chief
Executive Officer, which benefits were partially offset by a pre-tax charge of
$1.3 million in the second quarter relating to the termination of the insurance
agreement with Jerry Shore.
Results of Operations
Net sales for the fiscal year ended February 25, 2007 increased 16% to
$257.4 million from $222.3 million for the fiscal year ended February 26, 2006.
The increase in net sales was the result of increased sales by the Company's
operations in North America and Asia and increased sales of the Company's high
technology printed circuit materials and advanced composite materials.
The Company's foreign operations accounted for $117.0 million of sales,
or 45% of the Company's total net sales worldwide, during the 2007 fiscal year,
compared with $97.9 million of sales, or 44% of total net sales worldwide,
during the 2006 fiscal year and 45% of total net sales worldwide during the 2005
fiscal year. Sales by the Company's foreign operations during the 2007 fiscal
year increased 20% from the 2006 fiscal year primarily as a result of increases
in sales by the Company's operations in Singapore.
For the fiscal year ended February 25, 2007, the Company's sales in
North America, Asia and Europe were 55%, 32% and 13%, respectively, of the
Company's total net sales worldwide compared with 56%, 29% and 15% for the
fiscal year ended February 26, 2006. The Company's sales in Asia increased 29%,
its sales in North America increased 13% and its sales in Europe increased 1% in
the 2007 fiscal year over the 2006 fiscal year.
The overall gross profit as a percentage of net sales for the Company's
worldwide operations improved to 24.9% during the 2007 fiscal year compared with
24.6% during the 2006 fiscal year. The improvement in the gross profit margin
was attributable to increased sales and higher percentages of sales of higher
margin, high performance printed circuit materials.
During the fiscal year ended February 25, 2007, the Company's total net
sales worldwide of high temperature printed circuit materials, which included
high performance materials (non-FR4 printed circuit materials), were 97% of the
Company's total net sales worldwide of printed circuit materials, compared with
96% for last fiscal year.
The Company's high temperature printed circuit materials include its
high performance materials (non-FR4 printed circuit materials), which consist of
high-speed, low-loss materials for digital and RF/microwave applications
requiring lead-free compatibility, high bandwidth signal integrity, bismalimide
triazine("BT") materials, polyimides for applications that demand extremely high
thermal performance, cyanate esters, and polytetrafluoroethylene ("PTFE")
materials for RF/microwave systems that operate at frequencies up to 77GHz.
During the fiscal year ended February 25, 2007, the Company's total net
sales worldwide of high performance printed circuit materials (non-FR4 printed
circuit materials) were 42% of the Company's total net sales worldwide of
printed circuit materials, compared with 39% for last fiscal year.
28
The Company's cost of sales increased by 15% in the 2007 fiscal year
from the 2006 fiscal year as a result of higher sales and higher production
volumes in the 2007 fiscal year than in the 2006 fiscal year and as a result of
significant increases in the cost of copper foil, although a substantial portion
of the increases in the cost of copper foil was passed on to customers. However,
the Company's cost of sales as a percentage of net sales decreased slightly in
the 2007 fiscal year compared to the prior year resulting in a slight gross
profit percentage improvement, which was attributable to cost containment
measures implemented by the Company, including workforce reductions.
Selling, general and administrative expenses increased by $1.6 million,
or by 6%, during the 2007 fiscal year compared with the 2006 fiscal year as a
result of higher sales in the 2007 fiscal year, but these expenses, measured as
a percentage of sales, were 10.4% during the 2007 fiscal year compared with
11.3% during the 2006 fiscal year. Selling, general and administrative expenses
included $1.3 million for the 2007 fiscal year for stock option expenses, which
the Company recorded pursuant to Statement of Financial Accounting Standards
123(R). No such stock option expenses were recorded in the 2006 and 2005 fiscal
years, prior to the adoption of Statement of Financial Accounting Standards
123(R).
In the 2007 fiscal year fourth quarter, the Company recorded a tax
benefit of $0.7 million relating to the recognition of tax credits resulting
from operating losses sustained in prior years in France. In the 2007 fiscal
year second quarter, the Company recorded a pre-tax charge of $1.3 million in
connection with the termination of a life insurance arrangement with Jerry
Shore, the Company's founder and former Chairman, President and Chief Executive
Officer, and recognized a tax benefit of $0.5 million relating to this insurance
termination charge. The termination of the insurance arrangement involved a
payment of $1.3 million by the Company to Mr. Shore in January 2007, which
resulted in a net cash cost to the Company of $0.7 million, after the Company's
receipt of a portion of the cash surrender value of the insurance policies.
During the 2007 fiscal year second quarter, the Company also recognized a tax
benefit of $3.5 million relating to the elimination of certain valuation
allowances previously established relating to deferred tax assets in the United
States and a tax benefit of $1.4 million relating to the elimination of reserves
no longer required as the result of the completion of a tax audit.
In the 2006 fiscal year fourth quarter, the Company recorded a tax
charge of $3.1 million in connection with the repatriation of approximately $70
million of accumulated earnings and profits of its subsidiary in Singapore, a
benefit of $0.2 million resulting from the reversal of a portion of the $1.1
charge in the 2006 fiscal year first quarter for employment termination benefits
relating to a workforce reduction at the Company's Neltec Europe SAS facility in
France and an asset impairment charge of $2.3 million for the write-off of
construction costs related to the installation of an advanced high-speed treater
at the Company's Neltec Europe SAS facility in Mirebeau, France. The treater,
which was installed at the Neltec Europe facility when the business environment
in Europe was more suited for such a treater, has been moved to the Company's
manufacturing facility in Singapore. In the 2006 fiscal year third quarter, the
Company recognized a tax benefit of $1.5 million relating to the elimination of
certain valuation allowances previously established related to deferred tax
assets in the United States in prior periods; and in the 2006 fiscal year first
quarter, the Company recorded a charge of $1.1 million, for which there was no
tax benefit, for employment termination benefits resulting from a workforce
reduction at its Neltec Europe SAS facility in France, which was partially
offset by a reversal of $0.2 million in the 2006 fiscal year fourth quarter.
29
For the reasons set forth above, the Company's earnings from operations
for the 2007 fiscal year, including the charge described above relating to the
termination of the life insurance arrangement, were $36.1 million compared to
earnings from operations for the 2006 fiscal year, including the net charge
described above for employment termination benefits resulting from a workforce
reduction in France and the asset impairment charge described above for the
write-off of construction costs related to the installation of a treater in
France, were $26.3 million. The net impacts of the charges described above were
to decrease earnings from operations by $1.3 million for the 2007 fiscal year
and to decrease earnings from operations by $3.2 million for the 2006 fiscal
year.
Interest and other income, net, principally investment income,
increased 33% to $8.0 million for the 2007 fiscal year from $6.1 million for the
2006 fiscal year. The increase in investment income was attributable to higher
prevailing interest rates and larger amounts of cash available for investment
during the 2007 fiscal year. The Company's investments were primarily in
short-term taxable instruments. The Company incurred no interest expense during
the 2007, 2006 or 2005 fiscal years. See "Liquidity and Capital Resources"
elsewhere in this Item 7.
The Company's effective income tax rate was 9.9% for the 2007 fiscal
year compared to 17.0% for the 2006 fiscal year. The Company's effective income
tax rate for continuing operations, excluding the tax benefits and the charges
described above, for the 2007 fiscal year was 23.0% compared to 11.0% for the
2006 fiscal year.
The Company's net earnings for the 2007 fiscal year, including the tax
benefits described above relating to the recognition of tax credits in France,
the termination of the life insurance arrangement, the elimination of certain
valuation allowances and the elimination of reserves no longer required and the
charge described above relating to the termination of the life insurance
arrangement, were $39.8 million compared to net earnings for the 2006 fiscal
year, including the tax charge described above in connection with the
repatriation of foreign earnings, the asset impairment and net employment
termination benefits charges described above and the tax benefit described above
related to the elimination of valuation allowances, were $26.9 million. The net
impacts of the charges and tax benefits described above were to increase net
earnings by $4.8 million for the 2007 fiscal year and to decrease net earnings
by $4.8 million for the 2006 fiscal year.
Basic and diluted earnings per share, including the charge and tax
benefits described above, were $1.97 and $1.96 per share, respectively, for the
2007 fiscal year compared to basic and diluted earnings per share of $1.34 and
$1.33 per share, respectively, including the charges and tax benefit described
above, for the 2006 fiscal year. The net impacts of the charges and tax benefits
described above were to increase the basic and diluted earnings per share by
$0.24 for the 2007 fiscal year and to decrease the basic and diluted earnings
per share by $0.24 for the 2006 fiscal year.
Fiscal Year 2006 Compared with Fiscal Year 2005:
The Company's sales of both its printed circuit materials and its
advanced composite materials increased in the fiscal year ended February 26,
2006 compared to the fiscal year ended February 27, 2005, following increases in
such sales in the 2005 fiscal year compared to the 2004 fiscal year.
30
The increased sales in the 2006 fiscal year and a further improvement
in the Company's gross profit margin in the 2006 fiscal year, following a
substantial improvement in the 2005 fiscal year compared to the 2004 fiscal
year, enabled the Company's operations to generate a larger gross profit than in
the prior fiscal year.
The Company's gross profit in the 2006 fiscal year was substantially
higher than the gross profit in the prior fiscal year as a result of increased
sales, the Company's reductions of its costs and expenses and higher percentages
of sales by the Company of its higher margin, high technology printed circuit
materials and advanced composite materials. These improvements in gross profits
occurred despite slightly lower levels of total
sales in the 2005 fiscal year fourth quarter than in the fourth
quarter of the 2004 fiscal year and lower levels of sales of
printed circuit materials in the 2005 fiscal year third and
fourth quarters than in the comparable periods of the 2004 fiscal
year and than in the 2005 fiscal year first and second quarters.
In addition, the operating inefficiencies resulting from operating certain
facilities at levels below their designed manufacturing capacities and the
competitive pressures that existed in the 20042005 fiscal year and persisted in the
2005 fiscal2006 year.
The Company's financial results of operations were enhancedadversely affected
by the pre-tax gainasset impairment charge of $4.7$2.3 million that the Company recorded
in the 20052006 fiscal year thirdfourth quarter resulting from its settlementfor the write-off of an insurance claim for property and business interruption
losses sustained byconstruction costs
related to the Company in Singapore asinstallation of a result of an
explosion in November 2002 in one oftreater at the four treaters located at
its Nelco manufacturingCompany's Neltec Europe SAS
facility in Singapore, which was only
partially offset byMirebeau, France in a prior year, the pre-tax chargestax charge of $0.6$3.1 million
that the Company recorded in the 20052006 fiscal year fourth quarter in connection
with the repatriation of approximately $70 million of accumulated earnings and
profits of its Nelco subsidiary in Singapore and the pre-tax charge of $1.1
million that the Company recorded in the 2006 fiscal year first quarter for
employment termination benefits resulting from a workforce reduction at its
Neltec Europe SAS printed circuit materials facility in Mirebeau, France, which
were only partially offset by the reversal in the 2006 fiscal year fourth
quarter of $0.2 million of the previous charge for employment termination
benefits at Neltec Europe SAS and by the tax benefit of $1.5 million that the
Company recognized in the 2006 fiscal year third quarter related to workforce reductions at the Company's North American and European
volume printed circuit materials operations.
Operating resultsreversal
of valuation allowances against deferred tax assets previously recorded in the
United States.
Sales of the Company's advanced composite materials business improvedincreased during
the 20052006 fiscal year primarily as a result of higher sales volumes related tothe strength in the
rocket motor and airframe components of the military, aerospace
wireless communication and industrial
markets for advancedadvance composite materials. Sales of the FiberCote advanced composite materials
business unit increased towere 8% of the Company's total net sales worldwide in the 2006 and 2005 fiscal
year compared with 6% of
the Company's total net sales worldwide in the 2004 fiscal year.years.
Results of Operations
Net sales for the fiscal year ended February 26, 2006 increased 5% to
$222.3 million from continuing operations$211.2 million for the fiscal year ended February 27, 2005 increased 9% to $211.2 million from
$194.2 million for the fiscal year ended February 29, 2004.2005.
The increase in net sales from continuing operations was the result of increased sales by the Company's
operations in all regions and increased sales of the Company's high technology
printed circuit materials and an increase in sales of the Company's advanced composite materials.
The Company's foreign operations accounted for $97.9 million of sales,
or 44% of the Company's total net sales worldwide, during the 2006 fiscal year,
compared with $94.1 million of sales, or 45% of the Company's total net sales worldwide, from
continuing operations,
during the 2005 fiscal year compared with
$88.2 million of sales, orand 45% and 40%, respectively, of total net sales
worldwide from continuing operations during the 2004 fiscal year and 40% and
34%, respectively, of total net sales worldwide from continuing
operating during the 2003 and 2002 fiscal years.
Sales by the Company's foreign operations during the 2006 fiscal year increased
4% from the 2005 fiscal year increased from the 2004 fiscal yearprimarily as a result of increases in sales by the
Company's operations in both Singapore and France increased.Singapore.
31
For the fiscal year ended February 27, 2005,26, 2006, the Company's sales in
North America, Asia and Europe were 55%56%, 29% and 16%15%, respectively, of the
Company's total net sales worldwide compared with the same percentages55%, 29% and 16% for the
fiscal year ended February 29,
2004.27, 2005. The Company's sales in North America
increased 10%6%, its sales in Asia increased 7%6% and its sales in Europe increased
7%1% in the 20052006 fiscal year over the 20042005 fiscal year.
The overall gross profit as a percentage of net sales for the Company's
worldwide continuing operations improved to 24.6% during the 2006 fiscal year compared with
20.5% during the 2005 fiscal year compared with 16.8% during the 2004 fiscal year. The improvement in the gross profit margin
was attributable to increased sales, reduced operating costs resulting from the
work force reduction at the Company's volume printed circuit materials operation
in France in the 2006 fiscal year and the realignments of the Company's North
American volume printed circuit materials operations in the 2005 and 2004 fiscal
years and higher percentages of sales of higher margin, high temperature printed
circuit materials and advanced composite
materials. High temperature printed circuit materials accounted
for 94% of the Company's total net printed circuit materials
sales worldwide from continuing operations for the 2005 fiscal
year compared with 89% for the prior fiscal year. The improvement
in the gross profit margin during the 2005 fiscal year also was
attributable to increased sales of the Company's printed circuit
materials and the Company's advanced composite materials from the
2004 fiscal year, which were only partially offset by slightly
lower levels of total sales in the 2005 fiscal year fourth
quarter than in the 2004 fiscal year fourth quarter and lower
levels of sales of electronic materials in the 2005 fiscal year
third and fourth quarters than in the 2004 fiscal year comparable
quarters and than in the 2005 fiscal year first and second
quarters. In addition, the operating inefficiencies resulting
from operating certain facilities at levels below their designed
manufacturing capacities and the competitive pressures that
existed in the 2004 fiscal year persisted in the 2005 fiscal
year.
During the fiscal year ended February 27, 2005,26, 2006, the Company's total net
sales worldwide of high temperature printed circuit materials, which included
high performance (non-FR4)
materials (non-FR4 printed circuit materials), were 94%96% of the
Company's total net sales worldwide of printed circuit materials, compared with
89% for last fiscal
year; while the Company's net sales of such high temperature
printed circuit materials in North America were 95% of the
Company's total net sales of printed circuit materials in North
America, compared with 92% for last fiscal year; and the
Company's net sales of such materials in Asia and Europe combined
were 93% of the company's total net sales of printed circuit
materials in Asia and Europe combined, compared with 87%94% for last fiscal year.
The Company's high temperature printed circuit materials include its
high performance (non-FR4) materials (non-FR4 printed circuit materials), which consist of
high-speed low-loss materials for digital and RF/microwave applications
requiring increased,lead-free compatibility, high bandwidth signal integrity, bismalimide
triazine("triazine ("BT") materials, polyimides for applications that demand extremely
high thermal performance, cyanate esters, and polytetrafluoroethylene ("PTFE")
materials for RF/microwave systems that operate at frequencies up to 77GHz.
During the fiscal year ended February 27, 2005,26, 2006, the Company's total net
sales worldwide of high performance (non-FR4)
printed circuit materials (non-FR4 printed
circuit materials) were 35%39% of the Company's total net sales worldwide of
printed circuit materials, compared with 27%
for last fiscal year; while the Company's net sales of such high
performance printed circuit materials in North America were 44%
of the Company's total net sales of printed circuit materials in
North America, compared with 36% for last fiscal year; and the
Company's net sales of such materials in Asia and Europe combined
were 27% of the Company's total net sales of printed circuit
materials in Asia and Europe combined, compared with 21%35% for last fiscal year.
The Company's cost of sales increaseddecreased slightly in the 20052006 fiscal year
compared to the prior fiscal year in support ofdespite higher production volumes compared to
the prior fiscal year, but
decreased as a percentage of sales as a result of personnel
reductions and cost savings resulting from the Company's
realignment of its North American volume printed circuit
materials operations, and other cost reduction measures implemented by the
Company, including workforce reductions and the reduction of overtime.
Selling, general and administrative expenses decreased during the 20052006
fiscal year compared with the 20042005 fiscal year, as these expenses, measured as a
percentage of sales, were 12.8%11.3% during the 20052006 fiscal year compared with 14.4%12.8%
during the 20042005 fiscal year. The decrease in selling, general and administrative
expenses in the 20052006 fiscal year resulted from decreases in almost all
categories of expenses.
In the higher volume
of sales, lower shipping costs incurred by2006 fiscal year fourth quarter, the Company to meetrecorded a tax
charge of $3.1 million in connection with the repatriation of approximately $70
million of accumulated earnings and profits of its customers' customized manufacturing and quick-turn-around
requirements and cost reductionssubsidiary in Singapore, a
pre-tax benefit of $0.2 million resulting from the realignmentreversal of a portion of the
$1.1 pre-tax charge in the 2006 fiscal year first quarter for employment
termination benefits relating to a workforce reduction at the Company's volume printed circuit materials operations.Neltec
Europe SAS facility in France and an asset impairment charge of $2.3 million for
the write-off of construction costs related to the installation of an advanced
high-speed treater at the Company's Neltec Europe
32
SAS facility in Mirebeau, France. The treater, which was installed at the Neltec
Europe facility when the business environment in Europe was more suited for such
a treater, has been moved to the Company's manufacturing facility in Singapore.
In the 2006 fiscal year third quarter, the Company recognized a tax benefit of
$1.5 million relating to the elimination of certain valuation allowances
previously established related to deferred tax assets in the United States in
prior periods; and in the 2006 fiscal year first quarter, the Company recorded a
charge of $1.1 million, for which there was no tax benefit, for employment
termination benefits resulting from a workforce reduction at its Neltec Europe
SAS facility in France, which was partially offset by a reversal of $0.2 million
in the 2006 fiscal year fourth quarter.
In the 2005 fiscal year third quarter, the Company recorded a pre-tax gain of
$4.7 million resulting from the settlement of an insurance claim for property
and business interruption losses sustained by the Company in Singapore as a
result of an explosion in November 2002 in one of the four treaters located at
its Nelco
manufacturing facility in Singapore. In the same quarter, the Company also
recorded pre-tax chargesa charge of $0.6 million for severance paymentsemployment termination benefits resulting
from workforce reductions at the Company's North American and European FR-4 businessvolume
printed circuit materials operations.
The Company recorded a pre-tax gain of $0.4 million inFor the 2004reasons set forth above, the Company's earnings from operations
for the 2006 fiscal year, third quarterincluding the net charge described above for
employment termination benefits resulting from a workforce reduction in France
and the asset impairment charge described above for the write-off of
construction costs related to the installation of a treater in France, were
$26.3 million compared with earnings from operations for the 2005 fiscal year of
$20.4 million, including the gain described above resulting from the salesettlement
of real
estatean insurance claim for property and business interruption losses sustained by
the Company in Skelmersdale, England previously usedSingapore and the charge described above for employment
termination benefits resulting from workforce reductions at the Company's North
America and European volume printed circuit materials operations. The net
impacts of the charges and gain described above were to decrease earnings from
operations by its Nelco UK
subsidiary, which had ceased operations after its closure in$3.2 million for the 20032006 fiscal year third quarter, and a pre-tax gain of $33.1to increase earnings
from operations by $4.1 million during the 2004 fiscal year second quarter related to the
payment by Delco of the judgment against Delco in favor of the
Company's subsidiary, NTI, in its lawsuit against Delco. The
Company also recorded pre-tax charges totaling $8.5 million in
the 2004 fiscal year first and second quarters in connection with
the realignment of its North American FR-4 business operations
and related workforce reductions. The net pre-tax gain for all
these items for the 20042005 fiscal year was $25.0 million, and the
net after-tax gain for the fiscal year was $22.9 million.year.
Interest and other income, net, principally investment income,
increased 14%79% to $6.1 million for the 2006 fiscal year from $3.4 million for the
2005 fiscal year
from $3.0 million for the 2004 fiscal year. The increase in investment income was attributable to an increase inhigher
prevailing interest rates and larger amounts of cash available for investment
and higher prevailing interest rates
during the 20052006 fiscal year. The Company's investments were primarily in
short-term taxable instruments. The Company incurred no interest expense during
the 2006, 2005 2004 or 20032004 fiscal years. See "Liquidity and Capital Resources"
elsewhere in this Item 7.
The Company's effective income tax rate was 9.2%17.0% for the 20052006 fiscal
year compared to 8.7%9.2% for the 20042005 fiscal year. The Company's effective income
tax rate, for continuing operations,
excluding the pre-tax gains and the pre-tax charges described above, for the 20052006
fiscal year was 8.0%11.0% compared to 8.6%8.0% for the 20042005 fiscal year.
For the reasons set forth above, theThe Company's net earnings from continuing operationsfor the 2006 fiscal year, including the
asset impairment charge and employment termination benefits charge described
above and the tax charge described above in connection with the repatriation of
foreign earnings and the tax benefit described above related to the
33
reversal of valuation allowances, were $26.9 million compared with net earnings
for the 2005 fiscal year of $21.6 million, including the pre-tax gain described above
resulting from the insurance settlement and the pre-tax chargescharge described above for
severance
paymentsemployment termination benefits resulting from workforce reductions, were $21.6 million
compared with net earnings from continuing operations for the
2004 fiscal year of $29.9 million, including the pre-tax gains
described above resulting from the sale of real estate in England
and the payment by Delco of the judgment in favor of NTI and the
pre-tax charges described above related to the realignment of the
Company's North American FR-4 business operations and related workforce reductions. The net
impacts of the gainscharges, tax benefit and the
chargesgain described above were to increase thedecrease
net earnings from
continuing operationsby $4.8 million for the 2006 fiscal year and to increase net
earnings by $3.5 million for the 2005 fiscal year
and by $22.9 million for the 2004 fiscal year.
The Company reported net earnings of $21.6 million for the
2005 fiscal year, including the gain and charges described above,
and a net loss of $3.9 million for the 2004 fiscal year,
including the gains and charges described above and the loss from
the discontinued Dielektra operations.
Basic and diluted earnings per share, from continuing
operations, including the gaincharge and chargestax
benefits described above, were $1.09$1.34 and $1.08$1.33 per share, respectively, for the
20052006 fiscal year compared to basic and diluted earnings per share from continuing
operations of $1.51$1.09 and
$1.50$1.08 per share, respectively, including the gainsgain and chargescharge described above,
for the 20042005 fiscal year. The net impacts of the gainscharges, tax benefit and chargesgain
described above were to decrease the basic and diluted earnings per share by
$0.24 for the 2006 fiscal year and to increase the basic and diluted earnings
per share from continuing
operations by $0.18 for the 2005 fiscal year and by $1.15 for the
2004 fiscal year.
The basic and diluted losses per share were $0.20 and $0.19,
respectively, for the 2004 fiscal year, including losses from the
discontinued Dielektra operations of $1.71 and $1.69 per share,
respectively, and the pre-tax gains and charges described above.
Fiscal Year 2004 Compared with Fiscal Year 2003:
The Company's volume printed circuit materials operations in
North America and Europe continued to be weak during the fiscal
year ended February 29, 2004 as the North American, European and,
to a lesser extent, Asian markets for sophisticated printed
circuit materials continued to experience depressed conditions.
Nevertheless, the Company's continuing operations generated
a profit during the 2004 fiscal year as a result of a significant
improvement in the Company's gross profit.
The Company's gross profit in the 2004 fiscal year was
substantially higher than the gross profit in the prior fiscal
year and improved significantly in the six months ended February
29, 2004 as a result of the Company's reductions of its costs and
expenses and higher percentages of sales by the Company of its
higher margin, advanced technology printed circuit materials and
advanced composite materials. These improvements in gross profits
occurred despite slightly lower levels of sales of printed
circuit materials in the 2004 fiscal year and only slightly
increased sales in the third and fourth quarters, operating
inefficiencies resulting from operating certain facilities at
levels far below their designed manufacturing capacities and from
the Company's realignment of its North American volume printed
circuit materials operations, and competitive pressures.
The Company's financial results of operations were
substantially enhanced by the pre-tax gain of $33.1 million that
the Company recorded in the 2004 fiscal year second quarter
related to the payment by Delco of the judgment against Delco in
favor of NTI in its lawsuit against Delco, which more than offset
the pre-tax charges of $8.5 million that the Company recorded in
the 2004 fiscal year related to the Company's realignment of its
North American volume printed circuit materials operations in the
first and second quarters.
In the 2004 fiscal year, the Company reclassified
Dielektra's operating losses and charges and accordingly recorded
a net loss from discontinued operations of $33.8 million as a
result of the Company's discontinuation of its financial support
of Dielektra in February 2004, the ensuing insolvency of
Dielektra, and the Company's treatment of Dielektra as a
discontinued operation. The net loss from discontinued operations
was comprised of $5.6 million of operating losses incurred by
Dielektra, $6.2 million related to the closure of Dielektra's
mass lamination operation and related workforce reductions in the
2004 fiscal year first quarter and $22.0 million for the write-
off of assets of Dielektra and other costs. In the 2003 fiscal
year, the Company recorded a net loss from discontinued
operations of $6.9 million, comprised of $5.7 million of
operating losses incurred by Dielektra and $1.2 million for after-
tax fixed asset impairment charges.
Operating results of the Company's advanced composite
materials business also improved significantly during the 2004
fiscal year primarily as a result of increased sales and higher
percentages of sales of higher margin products.
Results of Operations
Net sales from continuing operations for the fiscal year
ended February 29, 2004 declined less than 1% to $194.2 million
from $195.6 million for the fiscal year ended March 2, 2003. The
decrease in net sales from continuing operations was principally
the result of lower unit volumes of materials shipped by the
Company's volume printed circuit materials operations in North
America and Europe, almost entirely offset by higher unit volumes
of materials shipped by the Company's operations in Asia.
The Company's sales from continuing operations did not
include sales by Dielektra of $14.4 million for the 2004 fiscal
year and $21.2 million for the 2003 fiscal year.
The Company's foreign operations accounted for $88.2 million
of sales, or 45% of the Company's total sales worldwide from
continuing operations, during the 2004 fiscal year, compared with
$77.7 million of sales, or 40% of total sales worldwide from
continuing operations, during the 2003 fiscal year and 34% of
total sales worldwide from continuing operating during the 2002
fiscal year. Sales by the Company's foreign operations during the
2004 fiscal year increased from the 2003 fiscal year due to
increases in sales in Asia and France while sales by the
Company's operations in England were nil during the 2004 fiscal
year.
The overall gross profit as a percentage of net sales for
the Company's worldwide continuing operations improved to 16.8%
during the 2004 fiscal year compared with 13.6% during the 2003
fiscal year. The improvement in the gross profit margin was
attributable to higher percentages of sales of higher margin,
advanced technology printed circuit materials and advanced
composite materials, as high temperature printed circuit
materials accounted for 89% of total net printed circuit material
worldwide sales from continuing operations for the 2004 fiscal
year compared with 84% for the prior fiscal year, and reductions
in the Company's costs from the 2003 fiscal year, which were only
partially offset by lower sales volumes and inefficiencies caused
by operating certain facilities at levels below their designed
manufacturing capacities.
The Company's cost of sales decreased in the 2004 fiscal
year compared to the prior fiscal year due to personnel
reductions and cost savings resulting from the Company's
realignment of its North American volume printed circuit
materials operations, other cost reduction measures implemented
by the Company, including workforce reductions and the reduction
of overtime, and lower production volumes during the first and
second quarters of the 2004 fiscal year. In addition, the Company
continued to implement an annual salary freeze for significant
numbers of salaried employees, especially senior management
employees, and paid no performance bonuses or significantly
reduced bonuses and other incentives.
Selling, general and administrative expenses increased
during the 2004 fiscal year compared with the 2003 fiscal year,
and these expenses, measured as a percentage of sales, were 14.4%
during the 2004 fiscal year compared with 13.9% during the 2003
fiscal year. The increase in selling, general and administrative
expenses in the 2004 fiscal year was a result of increased
shipping costs incurred by the Company to meet its customers'
customized manufacturing and quick-turn-around requirements.
The Company recorded a pre-tax gain of $0.4 million in the
2004 fiscal year third quarter resulting from the sale of real
estate in Skelmersdale, England previously used by its Nelco UK
subsidiary, which ceased operations after its closure in the 2003
fiscal year third quarter, and a pre-tax gain of $33.1 million
during the 2004 fiscal year second quarter related to the payment
by Delco of the judgment against Delco in favor of NTI in its
lawsuit against Delco. The Company also recorded pre-tax charges
totaling $8.5 million in the 2004 fiscal year first and second
quarters in connection with the realignment of its North American
volume printed circuit materials operations and related workforce
reductions. The net pre-tax gain for all these items for the 2004
fiscal year was $25.0 million, and the net after-tax gain for the
fiscal year was $22.9 million.
In the 2003 fiscal year fourth quarter, the Company recorded
pre-tax, fixed asset impairment charges of $49.0 million related
to the write-downs of fixed assets at continuing operations in
North America. The after-tax impact of these fixed asset
impairments was $44.6 million. In addition, the Company recorded
pre-tax charges totaling $4.8 million in the 2003 fiscal year
third quarter related to the closure of its Nelco U.K.
manufacturing facility and severance costs at a North American
business unit and a pre-tax gain of $3.2 million in the 2003
fiscal year second quarter in connection with the sale of DPI on
June 27, 2002 for $5.0 million in cash. The net pre-tax charge
for all these items for the 2003 fiscal year was $50.7 million,
and the net after-tax charge for the fiscal year was $47.5
million.
Interest and other income, net, principally investment
income, declined 9% to $3.0 million for the 2004 fiscal year from
$3.3 million for the 2003 fiscal year. The decrease in investment
income was attributable to lower prevailing interest rates during
the 2004 fiscal year. The Company's investments were primarily
short-term taxable instruments. The Company incurred no interest
expense during the 2004 or 2003 fiscal years. See "Liquidity and
Capital Resources" elsewhere in this Item 7.
The Company's effective income tax rate for continuing
operations was 8.7% for the 2004 fiscal year compared to an
income tax benefit of 8.4% for the 2003 fiscal year. The
Company's effective income tax rate for continuing operations,
excluding the pre-tax gains and the pre-tax charges described
above, for the 2004 fiscal year was 8.6% compared with an income
tax benefit of 30% for the 2003 fiscal year.
For the reasons set forth above, the Company's net earnings
from continuing operations for the 2004 fiscal year were $29.9
million, including the pre-tax gains described above resulting
from the sale of real estate in England and the payment by Delco
of the judgment in favor of NTI and the pre-tax charges described
above related to the realignment of the Company's North American
volume printed circuit materials operations and related workforce
reductions. This compares with a net loss from continuing
operations of $43.9 million for the 2003 fiscal year, including
the after-tax charges of $47.5 million described above related to
the write-downs of fixed assets at continuing operations in North
America, the closure of the Nelco U.K. manufacturing facility and
severance costs at a North American business unit and the gain
described above related to the sale of DPI. The net impact of the
gains and charges described above was to increase the earnings
from continuing operations for the 2004 fiscal year by $22.9
million. The net loss from continuing operations for the 2003
fiscal year included a net, after-tax charge of $47.5 million for
the pre-tax gain and the pre-tax charges described above.
The Company reported a net loss of $3.9 million for the 2004
fiscal year, including the gains and charges described above and
a loss from discontinued operations of $33.8 million, and a net
loss of $50.8 million for the 2003 fiscal year, including the
gain and charges described above and a loss from discontinued
operations of $6.9 million.
Basic and diluted earnings per share from continuing
operations, including the gains and charges described above, were
$1.51 and $1.50 per share, respectively, for the 2004 fiscal year
compared to basic and diluted losses per share of $2.23,
including the gain and charges described above, for the 2003
fiscal year. The net impacts of the gains and charges described
above were to increase the basic and diluted earnings per share
from continuing operations for the 2004 fiscal year by $1.15. For
the 2003 fiscal year, the basic and diluted losses per share each
included a per share loss of $2.41 due to the net impact of the
charges and gain described above.
The basic loss per share and the diluted loss per share were
$0.20 and $0.19, respectively, for the 2004 fiscal year,
including losses from the discontinued Dielektra operations of
$1.71 and $1.69 per share, respectively, and the pre-tax gains
and charges described above. This compares to basic and diluted
losses per share of $2.58 for the 2003 fiscal year, including the
basic and diluted loss from the discontinued Dielektra operations
of $0.35 per share and the pre-tax gains and charges described
above.
Liquidity and Capital Resources:
At February 27, 2005,25, 2007, the Company's cash and temporary investments
(consisting of marketable securities) were $189.6$208.8 million compared with $189.2$199.7
million at February 29, 2004,26, 2006, the end of the Company's 20042006 fiscal year. The
Company's working capital (which includes cash and temporary investments) was
$201.5$233.8 million at February 27, 200525, 2007 compared with $197.5$214.9 million at February 29, 2004.26,
2006. The increase in working capital at February 27, 200525, 2007 compared with
February 29, 200426, 2006 was due principally to higher inventoriescash and temporary investments
and higher accounts receivable and lower accrued liabilities offset in part by higherand lower income
taxes payable. The increase in inventoriescash and temporary investments at February 25,
2007 compared with February 26, 2006 was the result of cash provided by
operating activities and higher interest and other income. Accounts receivable
increased 10% at February 25, 2007 compared to February 26, 2006 primarily as a
result of higher sales volumes. The 11% decrease in accrued liabilities at
February 27, 20052007 compared withto February 29, 200426, 2006 was primarily attributable mainly to
an increase in raw
material stocks required by higher production and sales volumes,
especially FiberCote's sales of advanced composite materialslower liabilities for aerospace applications, during the 2005 fiscal year. The lower
accrued liabilities were the result principally of the
elimination of the reserve for self-insured medical costs
resulting from the substitutionrestoration of a fully-insured medical
programleased facility and for the self-insured programaudit, legal
and the reduction in the
restructuring accrual due totax services. Income taxes payable declined 45% primarily as a result of tax
payments made during the 2005 fiscal
year. The increase in income taxes payable was attributable
mainly to the receipt of a $3.8 million income tax refund during
the first quarter of the 20052007 fiscal year.
The Company's current ratio (the ratio of current assets to current
liabilities) was 5.88.2 to 1 at February 27, 200525, 2007 compared with 5.66.6 to 1 at
February 29, 2004.26, 2006.
During the 20052007 fiscal year, net earnings from the Company's
operations, before depreciation and amortization, of $31.8$48.8 million and a net
increase in working capital items, resulted in $27.7$35.8 million of cash provided by
operating activities. This increase in cash provided by operating activities was
partially offset by $25.1$26.6 million of dividends paid during the year, including a
special cash dividend of $19.9$20.1 million paid during the 20052007 fiscal year fourthsecond
quarter. Cash dividends paid were $4.7$26.5 million, including a special cash
dividend of $20.1 million, during eachthe 2006 fiscal year, and $25.1 million,
including a special cash dividend of $19.9 million, during the prior two2005 fiscal years.year.
Net earnings excluding $12.0$9.6 million of depreciation and amortization and $21.3 million of non-cash impairment charges related to
discontinued operations, but including a $33.1 million pre-tax
gain on the lawsuit with Delco, were $29.5$36.5
million in the 20042006 fiscal year and resulted in $32.3 million of cash provided by
operating activities. For the 2003 fiscal year, net earnings
excluding $18.0 million of depreciation and amortization and
$52.4 million of non-cash fixed asset impairment and
restructuring charges were $19.6 million and resulted in $16.2$36.9 million of cash provided
by operating activities.
Net expenditures for property, plant and equipment were $3.3$3.9 million,
$2.4$4.2 million, and $6.4$3.3 million in the 2005, 20042007, 2006 and 20032005 fiscal years,
respectively.
During the 2003 fiscal year, the
Company sold its Dielectric Polymers, Inc. subsidiary for $5
million.
34
The Company resolved with Royal Sun & Alliance Insurance (Singapore)
Limited the Company's property damage and business interruption insurance claim
resulting from the explosion in a treater at the Company's subsidiary in
Singapore on November 27, 2002, and the Company received $5.8 million in cash
and recorded a $4.7 million pre-tax gain in the 2005 fiscal year third quarter
as a result of such resolution. The Company has initiated a lawsuit against CNA
Insurance Co. to resolve the Company's claim for business interruption damages
in the United States resulting from the explosion.
At February 27, 200525, 2007 and February 29, 2004,26, 2006, the Company had no
long-term debt.
The Company believes its financial resources will be sufficient, for
the foreseeable future, to provide for continued investment in working capital
and property, plant and equipment and for general corporate purposes. Such
resources would also be available for purchases of the Company's common stock,
appropriate acquisitions and other expansions of the Company's business.
The Company is not aware of any circumstances or events that are
reasonably likely to occur that could materially affect its liquidity.
The Company's contractual obligations and other commercial commitments
to make future payments under contracts, such as lease agreements, consist only
of the operating lease commitments described in Note 15 of the Notes to
Consolidated Financial Statements included elsewhere in this Report. The Company
has no long-term debt, capital lease obligations, unconditional purchase
obligations or other long-term obligations, standby letters of credit,
guarantees, standby repurchase obligations or other commercial commitments or
contingent commitments, other than two standby letters of credit in the total
amount of $2.5$1.7 million to secure the Company's obligations under its workers'
compensation insurance program and certain limited energy purchase contracts
intended to protect the Company from increased utilities costs.
As of February 27, 2005,25, 2007, the Company's significant contractual
obligations, including payments due by fiscal year, were as follows:
Contractual Obligations
(Amounts in thousands)
2013 and
Total 2006 2007- 2009- 2011 and
2008 20102009-2010 2011-2012 thereafter
---------- ---------- ---------- ---------- ----------
Operating lease
obligations $11,864 $1,873 $2,786 $2,478 $4,717$ 11,183 $ 2,029 $ 3,836 $ 2,777 $ 2,541
Purchase obligations 276 276 - - - ------- ------ ------ ------ -------- -
---------- ---------- ---------- ---------- ----------
Total $12,140 $2,149 $2,796 $2,478 $4,717$ 11,183 $ 2,029 $ 3,836 $ 2,777 $ 2,541
Off-Balance Sheet Arrangements:
The Company's liquidity is not dependent on the use of, and the Company
is not engaged in, any off-balance sheet financing arrangements, such as
securitization of receivables or obtaining access to assets through special
purpose entities.
35
Environmental Matters:
The Company is subject to various federal, state and local government
requirements relating to the protection of the environment. The Company believes
that, as a general matter, its policies, practices and procedures are properly
designed to prevent unreasonable risk of environmental damage and that its
handling, manufacture, use and disposal of hazardous or toxic substances are in
accord with environmental laws and regulations. However, mainly because of past
operations and operations of predecessor companies, which were generally in
compliance with applicable laws at the time of the operations in question, the
Company, like other companies engaged in similar businesses, is a party to
claims by government agencies and third parties and has incurred remedial
response and voluntary cleanup costs associated with environmental matters.
Additional claims and costs involving past environmental matters may continue to
arise in the future. It is the Company's policy to record appropriate
liabilities for such matters when remedial efforts are probable and the costs
can be reasonably estimated.
In the 2005, 20042007, 2006 and 20032005 fiscal years, the Company charged
approximately $0.0 million, $0.0$(0.6) million, and $0.1$0.0 million, respectively, against
pre-tax income for remedial response and voluntary cleanup costs (including
legal fees). While annual expenditures have generally been constant from year to
year, and may increase over time, the Company expects it will be able to fund
such expenditures from cash flow from operations. The timing of expenditures
depends on a number of factors, including regulatory approval of cleanup
projects, remedial techniques to be utilized and agreements with other parties.
At February 27,
2005,25, 2007, the amount recorded liability in liabilities from discontinued
operations for environmental matters related to Dielektra was $2.1 million and
the amount recorded liability in accrued liabilities for other environmental matters was
$2.4$1.8 million compared with the same
recorded$2.1 million of liabilities for environmental matters
for Dielektra and $1.8 million for other environmental matters at February 29,
2004.26,
2006.
Management does not expect that environmental matters will have a
material adverse effect on the liquidity, capital resources, business or
consolidated financial position of the Company. See Note 1516 of the Notes to
Consolidated Financial Statements included in Item 8 of Part II of this Report
for a discussion of the Company's commitments and contingencies, includ
ingincluding those related to
environmental matters.
Critical Accounting Policies and Estimates:
In response to financial reporting release, FR-
60,FR-60,"Cautionary Advice
Regarding Disclosure About Critical Accounting Policies", issued by the
Securities and Exchange Commission in December 2001, the following information
is provided regarding critical accounting policies that are important to the
Consolidated Financial Statements and that entail, to a significant extent, the
use of estimates, assumptions and the application of management's judgment.
General
The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial statements,Consolidated Financial
Statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates, assumptions and judgments
that affect the reported amounts of assets, liabilities, revenues and
36
expenses and the related disclosure of contingent liabilities. On an on-going
basis, the Company evaluates its estimates, including those related to sales
allowances, accounts receivable, allowances for bad debts, inventories,
valuation of long-lived assets, income taxes, restructuring,restructurings, contingencies and
litigation, and pensions and other employee benefit programs, and
contingencies and litigation.programs. The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The Company believes the following critical accounting policies affect
its more significant judgments and estimates used in the preparation of its
consolidated financial statements.
Revenue Recognition
Sales revenue is recognized at the time title to product is transferred
to a customer. All material sales transactions are for the shipment of
manufactured prepreg and laminate products and advanced composite materials. The
Company ships its products to customers based upon firm orders, with fixed
selling prices, when collection is reasonably assured.
Sales Allowances
The Company provides for the estimated costs of sales allowances at the
time such costs can be reasonably estimated. The Company's products are made to
customer specifications and tested for adherence to such specifications before
shipment to customers. There are no future performance requirements other than
the products' meeting the agreed specifications. The Company's bases for
providing sales allowances for returns are known situations in which products
may have failed due to manufacturing defects in the products supplied by the
Company. The Company is focused on manufacturing the highest quality printed
circuit materials and advanced composite materials possible and employs
stringent manufacturing process controls and works with raw material suppliers
who have dedicated themselves to complying with the Company's specifications and
technical requirements. The amounts of returns and allowances resulting from
defective or damaged products have been approximately 1.0% of sales for each of
the Company's last three fiscal years.
AllowanceAccounts Receivable
The majority of the Company's accounts receivable are due from
purchasers of the Company's printed circuit materials. Credit is extended based
on evaluation of a customer's financial condition and, generally, collateral is
not required. Accounts receivable are due within established payment terms and
are stated at amounts due from customers net of an allowance for doubtful
accounts. Accounts outstanding longer than established payment terms are
considered past due. The Company determines its allowance by considering a
number of factors, including the length of time accounts receivable are past
due, the Company's previous loss history, the customer's current ability to pay
its obligation to the Company, and the condition of the general economy and the
industry as a whole. The Company writes off accounts receivable when they become
uncollectible, and payments subsequently received on such receivables are
credited to the allowance for doubtful accounts.
37
Allowances for Bad DebtDebts
The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
If the financial condition of the Company's customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required.
InventoryInventories
Inventories are stated at the lower of cost (first-in, first-
outfirst-out
method) or market. The Company writes down its inventory for estimated
obsolescence or unmarketability based upon the age of the inventory and
assumptions about future demand for the Company's products and market
conditions.
Valuation of Long-lived Assets
The Company assesses the impairment of long-lived assets whenever
events or changes in circumstances indicate that the carrying value of such
assets may not be recoverable. Important factors that could trigger an
impairment review include, but are not limited to, significant negative industry
or economic trends and significant changes in the use of the Company's assets or
strategy of the overall business.
Income Taxes
Carrying value of the Company's net deferred tax assets assumes that
the Company will be able to generate sufficient future taxable income in certain
tax jurisdictions, based on estimates and assumptions. If these estimates and
assumptions change in the future, the Company may be required to record
additional valuation allowances against its deferred tax assets resulting in
additional income tax expense in the Company's consolidated statement of
operations.operations, or conversely to further reduce the existing valuation allowance
resulting in less income tax expense. Management evaluates the realizability of
the deferred tax assets quarterly and assesses the need for additional valuation
allowances quarterly.
RestructuringRestructurings
The Company recorded significant charges in connection with the realignment of its
Neltec Europe SAS business in France during the three-month period ended May 29,
2005 and the realignment of its North American FR-4 businessvolume printed circuit materials
operations during the fiscal years ended February 29, 2004 and March 2, 2003
and, to a lesser extent,2003.
The Company also recorded realignment charges in its North American operations
during the fiscal year ended February 27 2005. In addition, during the 2003
fiscal year, the Company recorded charges in connection with the closure of the
Company's manufacturing facility in England. Prior to the Company's treating
Dielektra GmbH as a discontinued operation, the Company recorded significant charges in
connection with the closure of the mass lamination operation of Dielektra and
the realignment of Dielektra during the fiscal years ended February 29, 2004,
March 2, 2003 and March 3, 2002.
Contingencies and Litigation
The Company is subject to a small number of proceedings, lawsuits and
other claims related to environmental, employment, product and other matters.
The Company is required to assess the likelihood of any adverse judgments or
outcomes in these matters as well as potential ranges of probable losses. A
38
determination of the amount of reserves required, if any, for these
contingencies is made after careful analysis of each individual issue. The
required reserves may change in the future due to new developments in each
matter or changes in approach, such as a change in settlement strategy in
dealing with these matters.
Pension and Other Employee Benefit Programs
Dielektra GmbH has significant pension costs that arewere developed from
actuarial valuations. Inherent in these valuations are key assumptions including
discount rates and wage inflation rates. The pension liability of Dielektra has
been included in liabilities from discontinued operations on the Company's
balance sheet.
The Company's obligations for workers' compensation claims are
effectively self-insured.self-insured, although the Company maintains individual and
aggregate stop-loss insurance coverage. The Company uses an insurance company
administrator to process all such claims and benefits. The Company accrues its
workers' compensation liability based upon the claim reserves established by the
third-party administrator and historical experience.
The Company and certain of its subsidiaries have a non-
contributorynon-contributory
profit sharing retirement plan covering their regular full-time employees. In
addition, the Company's subsidiaries have various bonus and incentive
compensation programs, some of which are determined at management's discretion.
The Company's reserves associated with these self-insured liabilities
and benefit programs are reviewed by management for adequacy at the end of each
quarterly reporting period.
Factors That May Affect Future Results.Results:
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements to encourage companies to provide prospective
information about their companies without fear of litigation so long as those
statements are identified as forward-looking and are accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those projected in the statement. Certain
portions of this Report which do not relate to historical financial information
may be deemed to constitute forward-looking statements that are subject to
various factors which could cause actual results to differ materially from
Park's expectations or from results which might be projected, forecasted,
estimated or budgeted by the Company in forward-looking statements. Accordingly, the Company hereby
identifiesThe factors
described under "Risk Factors" in Item 1A of this Report, as well as the
following importantadditional factors, which could cause the Company's actual results to differ
materially from any such results which might be projected, forecast, estimated
or budgeted by the Company in forward-looking statements.
. The Company's customer base is concentrated, in
part, because the Company's business strategy has been
to develop long-term relationships with a select group
of customers. During the Company's fiscal year ended
February 27, 2005, the Company's ten largest customers
accounted for approximately 69% of net sales. The
Company expects that sales to a relatively small number
of customers will continue to account for a significant
portion of its net sales for the foreseeable future. A
loss of one or more of such key customers could affect
the Company's profitability. See "Business-Printed
Circuit Materials Operations-Customers and End Markets"
and "Business-Advanced Composite Materials-Customers and
End Markets" in Item 1 of Part I of this Report, "Legal
Proceedings" in Item 3 of Part I of this Report and
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Item 7 of Part
II of this Report for discussions of the loss of a key
customer early in the 1999 fiscal year.
. The Company's business is dependent on certain
aspects of the electronics and defense industries, which
are cyclical industries and which have experienced
recurring downturns. The downturns, such as occurred in
the electronics industry during the first quarter of the
Company's fiscal year ended March 2, 1997 and in the
first quarter of the Company's fiscal year ended March
3, 2002, and which continues to a lesser extent at the
present time, can be unexpected and have often reduced
demand for, and prices of, printed circuit materials and
advanced composite materials.
. The Company's operating results are affected by a
number of factors, including various factors beyond
the Company's control. Such factors include economic
conditions in the electronics industry, the timing of
customer orders, product prices, process yields, the
mix of products sold and maintenance-related
shutdowns of facilities. Operating results also can
be influenced by development and introduction of new
products and the costs associated with the start-up
of new facilities.
. The Company's production processes require the use
of substantial amounts of gas and electricity, the cost
and available supply of which are beyond the control of
the Company. Changes in the cost or availability of gas
or electricity could materially increase the Company's
cost of operations.
. Rapid technological advances in semiconductors and
electronic equipment have placed rigorous demands on the
printed circuit materials manufactured by the Company
and used in printed circuit board production. The
Company's operating results will be affected by the
Company's ability to maintain and increase its
technological and manufacturing capability and expertise
in this rapidly changing industry.
. The printed circuit materials and advanced
composite materials industries are intensely competitive
and the Company competes worldwide in the markets for
such materials. The Company's principal competitors are
substantially larger and have greater financial
resources than the Company, and the Company's operating
results will be affected by its ability to maintain its
competitive positions in these industries.
. There are a limited number of qualified suppliers
of the principal materials used by the Company in its
manufacture of printed circuit materials and advanced
composite materials products. Substitutes for these
materials are not readily available, and in the past
there have been shortages in the market for certain of
these materials.
. The Company typically does not obtain long-term
purchase orders or commitments. Instead, it relies
primarily on continual communication with its customers
to anticipate the future volume of purchase orders. A
variety of conditions, both specific to the individual
customer and generally affecting the customer's
industry, can cause a customer to reduce or delay orders
previously anticipated by the Company.
39
. The Company, from time to time, is engaged in the
expansion of certain of its manufacturing facilities.
The anticipated costs of such expansions cannot be
determined with precision and may vary materially
from those budgeted. In addition, such expansions
will increase the Company's fixed costs. The
Company's future profitability depends upon its
ability to utilize its manufacturing capacity in an
effective manner.
. The Company's business is capital intensive and, in
addition, the introduction of new technologies could
substantially increase the Company's capital
expenditures. In order to remain competitive the Company
must continue to make significant investments in capital
equipment and expansion of operations.
. The Company may acquire businesses, product lines or
technologies that expand or complement those of the
Company. The integration and management of an
acquired company or business may strain the Company's
management resources and technical, financial and
operating systems. In addition, implementation of
acquisitions can result in large one-time charges and
costs. A given acquisition, if consummated, may
materially affect the Company's business, financial
condition and results of operations.
. The Company's international operations are subject
to various risks, including unexpected changes in
regulatory requirements, exchange rates, tariffs and
other barriers, political and economic instability,
potentially adverse tax consequences, any impact on
economic and financial conditions around the world
resulting from geopolitical conflicts or acts of
terrorism and the impact that severe acute respiratory
syndrome ("SARS") may have on the Company's business and
the economies of the countries in which the Company
operates.
. A portion of the sales and costs of the Company's
international operations are denominated in currencies
other than the U.S. dollar and may be affected by
fluctuations in currency exchange rates.
. The Company's success is dependent upon its
relationship with key management and technical
personnel.
. The Company's future success depends in part upon its
intellectual property which the Company seeks to
protect through a combination of contract provisions,
trade secret protections, copyrights and patents.
. The Company's production processes require the use,
storage, treatment and disposal of certain materials
which are considered hazardous under applicable
environmental laws and the Company is subject to a
variety of regulatory requirements relating to the
handling of such materials and the release of emissions
and effluents into the environment. Other possible
developments, such as the enactment or adoption of
additional environmental laws, could result in
substantial costs to the Company.
. The market price of the Company's securities can be
subject to fluctuations in response to quarter to
quarter variations in operating results, changes in
analysts'analyst earnings estimates, market conditions in the
electronic materials industry, as well as general
economic conditions and other factors external to the
Company.
. The Company's results could be affected by changes in
the Company's accounting policies and practices or
changes in the Company's organization, compensation
and benefit plans, or changes in the Company's
material agreements or understandings with third
parties.
Item 7A.Quantitative and Qualitative Disclosures About Market
Risk.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to market risks for changes in foreign currency
exchange rates and interest rates. The Company's primary foreign currency
exchange exposure relates to the translation of the financial statements of
foreign subsidiaries using currencies other than the U.S. dollar as their
functional currency. The Company does not believe that a 10% fluctuation in
foreign exchange rates would have had a material impact on its consolidated
results of operations or financial position. The exposure to market risks for
changes in interest rates relates to the Company's short-term investment
portfolio. This investment portfolio is managed in accordance with guidelines
issued by the Company. These guidelines are designed to establish a high quality
fixed income portfolio of government and highly rated corporate debt securities
with a maximum weighted maturity of less than one year. The Company does not use
derivative financial instruments in its investment portfolio. Based on the
average anticipated maturity of the investment portfolio at the end of the 20052007
fiscal year, a 10% increase in short-term interest rates would not have had a
material impact on the consolidated results of operations or financial position
of the Company.
Item
40
ITEM 8. Financial Statements and Supplementary Data.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company's Financial Statements begin on the next page.
REPORTS
41
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSFIRM
Stockholders and Board of Directors of
Park Electrochemical Corp.
We have audited the accompanying consolidated balance sheetsheets of Park
Electrochemical Corp. and subsidiaries as of February 27,
2005,25, 2007 and February 26,
2006, and the related consolidated statements of operations, stockholders'
equity and cash flows and stockholders' equity for each of the year then ended.three years in the period ended February
25, 2007. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Park
Electrochemical Corp. and subsidiaries as of February 27, 200525, 2007 and February 26,
2006 and the consolidated results of their operations and their consolidated
cash flows for each of the year thenthree years in the period ended February 25, 2007, in
conformity with accounting principles generally accepted in the United States of
America.
We have also auditedAs discussed in Note 7 to the consolidated financial statements, the Company
changed its method of accounting for share-based compensation effective February
27, 2006 in connection with the adoption of Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share-Based Payment".
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule II Valuation and Qualifying
Accounts is presented for purposes of additional analysis and is not a required
part of the period from March 1,
2004basic financial statements. This schedule has been subjected to February 27, 2005. Inthe
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, this schedule, when
consideredis fairly stated in all material respects in relation to the
basic financial statements taken as a whole, presents fairly, in all material respects, the
information therein.whole.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Park
Electrochemical Corp. and subsidiaries' internal control over financial
reporting as of February 25, 2007, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and our report dated May 8,
2007 expressed an unqualified opinion thereon.
/s/GRANT THORNTON LLP
New York, New York
May 8, 2007
42
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
- --------------------------------------------------------------------------------
February 25, February 26,
2007 2006
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 119,051 $ 108,027
Marketable securities (Note 2) 89,724 91,625
Accounts receivable, less allowance
for doubtful accounts of $1,144 and
$1,930, respectively 39,418 35,964
Inventories (Note 3) 15,090 15,022
Prepaid expenses and other current assets 3,049 3,023
------------ ------------
Total current assets 266,332 253,661
Property, plant and equipment, net of
accumulated depreciation and
amortization (Note 4) 49,895 54,370
Other assets 5,695 3,281
------------ ------------
Total assets $ 321,922 $ 311,312
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,589 $ 13,259
Accrued liabilities (Note 5) 13,058 14,651
Income taxes payable 5,918 10,817
------------ ------------
Total current liabilities 32,565 38,727
Deferred income taxes (Note 6) 4,294 5,193
Restructuring accruals - non current 3,715 4,718
Liabilities from discontinued operations (Note 10) 17,181 17,251
------------ ------------
Total liabilities 57,755 65,889
------------ ------------
Commitments and contingencies (Notes 15 and 16)
Stockholders' equity (Note 8):
Preferred stock, $1 par value per
share--authorized, 500,000 shares;
issued, none - -
Common stock, $.10 par value per
share--authorized, 60,000,000
shares; issued, 20,369,986 shares 2,037 2,037
Additional paid-in capital 140,030 137,513
Retained earnings 118,961 105,808
Accumulated other comprehensive income 4,764 2,435
------------ ------------
265,792 247,793
Less treasury stock, at cost,
175,192 and 255,428
shares, respectively (1,625) (2,370)
------------ ------------
Total stockholders' equity 264,167 245,423
------------ ------------
Total liabilities and stockholders' equity $ 321,922 $ 311,312
============ ============
See Notes to Consolidated Financial Statements.
43
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
- --------------------------------------------------------------------------------
Fiscal Year Ended
--------------------------------------------
February 25, February 26, February 27,
2007 2006 2005
------------ ------------ ------------
Net sales $ 257,377 $ 222,251 $ 211,187
Cost of sales 193,270 167,650 167,937
------------ ------------ ------------
Gross profit 64,107 54,601 43,250
Selling, general and administrative
expenses 26,682 25,129 26,960
Insurance arrangement termination
charge (Note 13) 1,316 - -
Realignment and severance charges
(Note 11) - 889 625
Asset impairment charge - 2,280 -
Gain on insurance settlement (Note 12) - - (4,745)
------------ ------------ ------------
Earnings from operations 36,109 26,303 20,410
Interest and other income, net 8,033 6,056 3,386
------------ ------------ ------------
Earnings before income taxes 44,142 32,359 23,796
Income tax provision (Note 6) 4,351 5,484 2,191
------------ ------------ ------------
Net earnings $ 39,791 $ 26,875 $ 21,605
============ ============ ============
Earnings per share:
Basic earnings per share $ 1.97 $ 1.34 $ 1.09
============ ============ ============
Basic weighted average shares 20,175 20,047 19,879
Diluted earnings per share $ 1.96 $ 1.33 $ 1.08
============ ============ ============
Diluted weighted average shares 20,317 20,210 20,075
See Notes to Consolidated Financial statements.
44
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
- --------------------------------------------------------------------------------
Accumulated
Other
Common Stock Additional Comprehensive Treasury Stock Comprehensive
------------------- Paid-in Retained Income ------------------ Income
Shares Amount Capital Earnings Loss Shares Amount Loss
---------- ------- ---------- --------- ------------- -------- -------- -------------
Balance, February 29, 2004 20,369,986 $ 2,037 $ 133,335 $ 108,915 $ 3,734 582,061 $ (4,125)
Net earnings 21,605 $ 21,605
Exchange rate changes 1,529 1,529
Unrealized loss on marketable
securities (658) (658)
Stock option activity 871 (132,848) 684
Cash dividends ($1.26 per share) (25,070)
-------------
Comprehensive income $ 22,476
=============
---------- ------- ---------- --------- ------------- -------- --------
Balance, February 27, 2005 20,369,986 $ 2,037 $ 134,206 $ 105,450 $ 4,605 449,213 $ (3,441)
Net earnings 26,875 $ 26,875
Exchange rate changes (1,822) (1,822)
Unrealized loss on marketable
securities (348) (348)
Stock option activity 3,307 (193,785) 1,071
Cash dividends ($1.32 per share) (26,517)
-------------
Comprehensive income $ 24,705
=============
---------- ------- ---------- --------- ------------- -------- --------
Balance, February 26, 2006 20,369,986 $ 2,037 $ 137,513 $ 105,808 $ 2,435 255,428 $ (2,370)
Net earnings 39,791 $ 39,791
Exchange rate changes 1,684 1,684
Unrealized gain on
marketable securities 645 645
Stock option activity 1,234 (80,236) 745
SFAS 123R compensation cost 1,283
Cash dividends ($1.32 per share) (26,638)
-------------
Comprehensive income $ 42,120
---------- ------- ---------- --------- ------------- -------- -------- =============
Balance, February 25, 2007 20,369,986 $ 2,037 $ 140,030 $ 118,961 $ 4,764 175,192 $ (1,625)
========== ======= ========== ========= ============= ======== ========
See Notes to Consolidated Financial Statements.
45
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
- --------------------------------------------------------------------------------
Fiscal Year Ended
--------------------------------------------
February 25, February 26, February 27,
2007 2006 2005
------------ ------------ ------------
Cash flows from operating activities:
Net earnings $ 39,791 $ 26,875 $ 21,605
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 8,992 9,645 10,202
Loss (gain) on sale of fixed assets (18) 60 35
Gain from insurance settlement - - (4,745)
Proceeds from insurance settlement - - 5,816
SFAS 123R compensation cost 1,283 - -
Non-cash impairment charge - 2,280 -
Provision for doubtful accounts receivable (954) (1) 66
Provision for deferred income taxes (899) 151 (55)
Tax benefit from stock option exercises - 1,110 -
Changes in operating assets and liabilities:
Accounts receivable (2,092) (659) 596
Inventories 210 110 (3,553)
Prepaid expenses and other current assets (627) (200) 437
Other assets and liabilities 1,302 (2,884) (2,164)
Accounts payable 158 (1,661) 91
Accrued liabilities (6,782) (803) (4,051)
Income taxes payable (4,576) 2,904 3,423
------------ ------------ ------------
Net cash provided by operating activities 35,788 36,927 27,703
------------ ------------ ------------
Cash flows from investing activities:
Purchases of property, plant and equipment (4,793) (4,320) (3,328)
Proceeds from sales of property, plant and equipment 896 100 20
Purchases of marketable securities (123,592) (33,672) (66,833)
Proceeds from sales and maturities of marketable securities 126,844 45,236 39,533
------------ ------------ ------------
Net cash provided by (used in) investing activities (645) 7,344 (30,608)
------------ ------------ ------------
Cash flows from financing activities:
Dividends paid (26,638) (26,517) (25,070)
Proceeds from exercise of stock options 1,979 4,378 1,555
------------ ------------ ------------
Net cash used in financing activities (24,659) (22,139) (23,515)
------------ ------------ ------------
Increase (decrease) in cash and cash equivalents before effect
of exchange rate changes
10,484 22,132 (26,420)
Effect of exchange rate changes on cash and cash equivalents 540 (176) 502
------------ ------------ ------------
Increase(decrease)in cash and cash equivalents 11,024 21,956 (25,918)
Cash and cash equivalents, beginning of year 108,027 86,071 111,989
------------ ------------ ------------
Cash and cash equivalents, end of year $ 119,051 $ 108,027 $ 86,071
============ ============ ============
See Notes to Consolidated Financial Statements.
46
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended February 25, 2007
(In thousands, except share, per share and option amounts)
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Park Electrochemical Corp. ("Park"), through its subsidiaries
(collectively, the "Company"), is a global advanced materials company which
develops and manufactures high-technology digital and RF/microwave printed
circuit materials and advanced composite materials principally for the
telecommunications and internet infrastructure, high-end computing and aerospace
markets.
a. Principles of Consolidation - The consolidated financial
statements include the accounts of Park and its subsidiaries.
All significant intercompany balances and transactions have
been eliminated.
b. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ
from those estimates.
c. Accounting Period - The Company's fiscal year is the 52 or 53
week period ending the Sunday nearest to the last day of
February. The 2007, 2006 and 2005 fiscal years ended on
February 25, 2007, February 26, 2006 and February 27, 2005,
respectively. Fiscal years 2007, 2006 and 2005 each consisted
of 52 weeks.
d. Cash and Cash Equivalents - The Company considers all money
market securities and investments with contractual maturities
at the date of purchase of 90 days or less to be cash
equivalents.
Supplemental cash flow information:
Fiscal Year
----------------------------
2007 2006 2005
-------- ------- ---------
Cash paid during the year for:
Income taxes paid (refunded) 11,712 3,108 (1,124)
e. Marketable Securities - All marketable securities are
classified as available-for-sale and are carried at fair
value, with the unrealized gains and losses, net of tax,
included in comprehensive income (loss). Realized gains and
losses, amortization of premiums and discounts, and interest
and dividend income are included in other income. The cost of
securities sold is based on the specific identification
method. The Company has classified any investment in auction
rate securities for which the underlying security had a
maturity greater than three months as marketable securities.
f. Inventories - Inventories are stated at the lower of cost
(first- in, first-out method) or market. The Company writes
down its inventory for estimated obsolescence or
unmarketability based upon the age of the inventory and
assumptions about future demand for the Company's products and
market conditions.
47
g. Revenue Recognition - Sales revenue is recognized at the time
title is transferred to a customer. All material sales
transactions are for the shipment of manufactured prepreg and
laminate products and advanced composite materials. The
Company ships its products to customers based upon firm
orders, with fixed selling prices, when collection is
reasonably assured.
h. Sales Allowances and Product Warranties - The Company provides
for the estimated costs of sales allowances at the time such
costs can be reasonably estimated. The Company's products are
made to customer specifications and tested for adherence to
specifications before shipment to customers. There are no
future performance requirements other than the products'
meeting the agreed specifications. The Company's bases for
providing sales allowances for returns are known situations in
which products may have failed due to manufacturing defects in
products supplied by the Company. The Company is focused on
manufacturing the highest quality printed circuit and advance
composite materials possible and employs stringent
manufacturing process controls and works with raw material
suppliers who have dedicated themselves to complying with the
Company's specifications and technical requirements. The
amounts of returns and allowances resulting from defective or
damaged products have been approximately 1.0% of sales for
each of the Company's last three fiscal years.
i. Accounts Receivable - The majority of the Company's accounts
receivable are due from purchasers of the Company's printed
circuit materials. Credit is extended based on evaluation of a
customer's financial condition and, generally, collateral is
not required. Accounts receivable are due within established
payment terms and are stated at amounts due from customers net
of an allowance for doubtful accounts. Accounts outstanding
longer than established payment terms are considered past due.
The Company determines its allowance by considering a number
of factors, including the length of time accounts receivable
are past due, the Company's previous loss history, the
customer's current ability to pay its obligation to the
Company, and the condition of the general economy and the
industry as a whole. The Company writes off accounts
receivable when they become uncollectible, and payments
subsequently received on such receivables are credited to the
allowance for doubtful accounts.
j. Allowance for Bad Debts - The Company maintains allowances for
doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments. If the
financial condition of the Company's customers were to
deteriorate, resulting in an impairment of their ability to
make payments, additional allowances may be required.
k. Valuation of Long-lived Assets - The Company assesses the
impairment of long-lived assets whenever events or changes in
circumstances indicate that the carrying value of such assets
may not be recoverable. Important factors that could trigger
an impairment review include, but are not limited to,
significant negative industry or economic trends and
significant changes in the use of the Company's assets or
strategy of the overall business.
48
l. Shipping Costs - The amounts paid by the Company to
third-party shippers for transporting products to customers,
which are not reimbursed by customers, are classified as
selling expenses. The shipping costs included in selling,
general and administrative expenses were approximately $4,417,
$4,258 and $4,659 for fiscal years 2007, 2006 and 2005,
respectively.
m. Property, Plant and Equipment - Property, plant and equipment
are stated at cost less accumulated depreciation. The Company
capitalizes additions, improvements and major renewals and
expenses maintenance, repairs and minor renewals as incurred.
Depreciation and amortization are computed principally by the
straight-line method over the estimated useful lives.
Machinery and equipment are generally depreciated over 10
years. Building and leasehold improvements are depreciated
over 30 years or the term of the lease, if shorter.
n. Income Taxes - Deferred income taxes are provided for
temporary differences in the reporting of certain items,
primarily depreciation, for income tax purposes as compared
with financial accounting purposes.
United States ("U.S.") Federal income taxes have not been
provided on the undistributed earnings (approximately $93,700
at February 25, 2007) of the Company's foreign subsidiaries,
because it is management's practice and intent to reinvest
such earnings in the operations of such subsidiaries.
o. Foreign Currency Translation - Assets and liabilities of
foreign subsidiaries using currencies other than the U.S.
dollar as their functional currency are translated into U.S.
dollars at fiscal year-end exchange rates, and income and
expense items are translated at average exchange rates for the
period. Gains and losses resulting from translation are
recorded as currency translation adjustments in comprehensive
income.
p. Stock-based Compensation - The Company implemented the
disclosure provisions of Statement of Financial Accounting
Standards ("SFAS") No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", in the fourth
quarter of fiscal year 2003. Effective February 27, 2006, the
beginning of the Company's 2007 fiscal year, the Company began
recording compensation expense associated with stock options,
the only form of equity compensation issued by the Company, in
accordance with Statement of Financial Accounting Standards
No. 123(R), "Share-Based Payment" ("SFAS 123R"), and
Securities and Exchange Commission Staff Accounting Bulletin
No. 107. The Company recognizes such compensation expense on a
straight-line basis over the four-year service period during
which the options become exercisable.
As of February 25, 2007, the Company had two stock option
plans which are more fully described in Note 7. All options
under such plans had an exercise price equal to the fair
market value of the underlying common stock at the time of the
grant, which pursuant to the terms of such plans, is the
reported closing price of the common stock on the New York
Stock Exchange on the date preceding the date the option is
granted.
49
2. MARKETABLE SECURITIES
The following is a summary of available-for-sale securities:
Gross Gross
Unrealized Unrealized Estimated
Gains Losses Fair Value
------------ ------------ ------------
February 25, 2007:
U.S. Treasury and other
government securities $ 2 $ 467 $ 61,278
U.S. corporate debt securities 13 - 11,338
Certificate of deposits - - 17,000
------------ ------------ ------------
Total debt securities 15 467 89,616
Equity securities 102 - 108
------------ ------------ ------------
$ 117 $ 467 $ 89,724
============ ============ ============
February 26, 2006:
U.S. Treasury and other
government securities $ 6 $ 1,463 $ 76,202
U.S. corporate debt securities - - 15,333
------------ ------------ ------------
Total debt securities 6 1,463 91,535
Equity securities 86 - 90
------------ ------------ ------------
$ 92 $ 1,463 $ 91,625
============ ============ ============
The gross realized gains on the sales of securities were $43, $23 and
$4 for fiscal years 2007, 2006 and 2005, respectively, and the gross
realized losses were $114, $2 and $13 for fiscal years 2007, 2006 and
2005, respectively.
The amortized cost and estimated fair value of the debt and marketable
securities at February 25, 2007, by contractual maturity, are shown
below:
Estimated Fair Value
and
Amortized Cost
--------------------
Due in one year or less $ 80,329
Due after one year through five years 9,287
--------------------
89,616
Equity securities 108
--------------------
$ 89,724
====================
3. INVENTORIES
Inventories consisted of the following:
February 25, February 26,
2007 2006
------------ ------------
Raw materials $ 6,867 $ 6,092
Work-in-process 3,372 3,412
Finished goods 4,535 5,195
Manufacturing supplies 316 323
------------ ------------
$ 15,090 $ 15,022
============ ============
50
4. PROPERTY, PLANT AND EQUIPMENT
February 25, February 26,
2007 2006
------------ -------------
Land, buildings and improvements $ 33,698 $ 34,962
Machinery, equipment, furniture
and fixtures 137,806 131,954
------------ -------------
171,504 166,916
Less accumulated depreciation
and amortization 121,609 112,546
------------ -------------
$ 49,895 $ 54,370
============ =============
Property, plant and equipment are initially valued at cost.
Depreciation and amortization expense relating to property, plant and
equipment was $8,992, $9,645 and $10,202 for fiscal years 2007, 2006
and 2005, respectively. In the 2006 fiscal year fourth quarter, the
Company recorded a pre-tax impairment charge of $2,280 for the
write-off of construction costs related to the installation of an
advanced high-speed treater at the Company's Neltec Europe SAS facility
in Mirebeau, France.
5. ACCRUED LIABILITIES
February 25, February 26,
2007 2006
------------ ------------
Payroll and payroll related $ 3,832 $ 3,580
Employee benefits 897 1,189
Workers compensation accrual 1,575 1,608
Environmental reserve (Note 16) 1,757 1,757
Restructuring accruals 434 495
Other 4,563 6,022
------------ ------------
$ 13,058 $ 14,651
============ ============
6. INCOME TAXES
The income tax (benefit) provision includes the following:
Fiscal Year
--------------------------------------------
2007 2006 2005
------------ ------------ -------------
Current:
Federal $ 2,319 $ 5,122 $ (585)
State and local 349 339 170
Foreign 3,445 2,793 2,672
------------ ------------ -------------
6,113 8,254 2,257
------------ ------------ -------------
Deferred:
Federal (664) (2,397) -
State and local (554) (123) (6)
Foreign (544) (250) (60)
------------ ------------ -------------
(1,762) (2,770) (66)
------------ ------------ -------------
$ 4,351 $ 5,484 $ 2,191
============ ============ =============
51
As part of its quarterly evaluation of deferred tax assets, the Company
recognized a tax benefit of $3,500 during the 2007 fiscal year second
quarter relating to the elimination of certain valuation allowances
previously established related to deferred tax assets in the United
States. The Company believes that it is more likely than not that the
tax benefits associated with these deferred tax assets will be realized
during the next five fiscal years. In addition, during the 2007 fiscal
year second quarter, the Company recognized a tax benefit of $1,391
relating to the elimination of reserves no longer required as the
result of the completion of a tax audit and a $499 tax benefit relating
to the life insurance arrangement termination charge. In the 2007
fiscal year fourth quarter, the Company recorded a tax benefit of $715
relating to the recognition of tax credits resulting from operating
losses sustained in prior years in France.
During last year's third quarter, the Company recognized a tax benefit
of $1,512 relating to the elimination of valuation allowances
previously established related to deferred tax assets in the United
States.
The current income tax provision for the 2006 fiscal year included
$3,088 in Federal, state and local taxes relating to the repatriation
of foreign earnings.
The components of income (loss) before income tax were as follows:
Fiscal Year
--------------------------------------------
2007 2006 2005
------------ ------------ -------------
United States $ 18,330 $ 12,823 $ 1,198
Foreign 25,812 19,536 22,598
------------ ------------ -------------
Earnings before income
taxes $ 44,142 $ 32,359 $ 23,796
============ ============ =============
The Company's effective income tax rate differs from the statutory U.S.
Federal income tax rate as a result of the following:
Fiscal Year
---------------------------------------------
2007 2006 2005
------------ ------------- -------------
Statutory U.S. Federal tax rate 35.0% 35.0% 35.0%
State and local taxes, net of
federal benefit (0.3) 0.4 0.5
Foreign tax rate differentials (9.1) (9.1) (20.2)
Valuation allowance on deferred tax
assets (4.4) (8.0) (8.0)
Elimination of reserves no longer
required (5.8) - -
Utilization of net operating loss
carryovers (1.6) (9.7) -
Foreign tax credits (2.1) - -
Additional U.S. taxes on
repatriated foreign earnings - 9.5 -
Other, net (1.8) (1.1) 1.9
------------ ------------- -------------
9.9% 17.0% 9.2%
============ ============= =============
52
The Company had total net operating loss carry-forwards of
approximately $17,400 and $15,800 in fiscal years 2007 and 2006,
respectively. All of the total net operating loss carry-forwards
related to foreign operations in fiscal years 2007 and 2006.
The foreign net operating loss carry-forwards have no expiration.
The Company had New York State investment tax credits of $2,238 and
$2,238 in fiscal years 2007 and 2006, respectively. No benefit has been
recognized for these credits as the Company does not believe that
realization is more likely than not.
In the 2006 fiscal year, the Company utilized all of its U.S. net
operating loss carry-forwards including $2,000 of cumulative deductions
relating to the taxable disposition of incentive stock options carried
forward from fiscal years 2005 and 2004. The total tax benefit credited
to additional paid in capital relating to the exercise of stock options
was $1,264.
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts for income tax purposes.
At February 25, 2007, the Company had current deferred tax assets of
$3,791 compared to $2,927 at February 26, 2006. Significant components
of the Company's long-term deferred tax liabilities and assets as of
February 25, 2007 and February 26, 2006 were as follows:
2007 2006
------------ -------------
Deferred tax liabilities:
Depreciation $ (1,380) $ (1,763)
Offshore Singapore earnings subject to
local tax (2,914) (3,430)
------------ -------------
Total deferred tax liabilities $ (4,294) $ (5,193)
============ =============
Deferred tax assets:
Impairment of fixed assets $ 4,266 $ 4,379
Net operating loss carry-forwards 5,598 5,157
New York State investment tax credits 2,238 2,238
Other, net 4,158 5,836
------------ -------------
Total deferred tax assets 16,260 17,610
Valuation allowance for deferred
tax assets (12,469) (14,683)
------------ -------------
Net deferred tax assets $ 3,791 $ 2,927
============ =============
Net deferred tax assets are included in non-current "Other Assets" on
the Consolidated Balance Sheets. Also included in "Other Assets" are
French income tax refunds totaling $1,572 expected to be received in
fiscal years 2009 and 2010.
7. STOCK-BASED COMPENSATION
As of February 25, 2007, the Company had a 1992 Stock Option Plan and a
2002 Stock Option Plan, and no other stock-based compensation plan.
Both Stock Option Plans have been approved by the Company's
stockholders and provide for the grant of stock options to directors
and key employees of the Company. All options granted under such Plans
have exercise prices equal to the fair market value of the underlying
53
common stock of the Company at the time of grant, which pursuant to the
terms of the Plans, is the reported closing price of the common stock
on the New York Stock Exchange on the date preceding the date the
option is granted. Options granted under the Plans become exercisable
25% one year from the date of grant, with an additional 25% exercisable
each succeeding anniversary of the date of grant and expire 10 years
from the date of grant. The authority to grant additional options under
the 1992 Stock Option Plan expired on March 24, 2002, and options to
purchase a total of 900,000 shares of common stock were authorized for
grant under the 2002 Stock Option Plan. At February 25, 2007, 1,418,470
shares of common stock of the Company were reserved for issuance upon
exercise of stock options under the 1992 Stock Option Plan and the 2002
Stock Option Plan and 351,843 shares were available for future grant
under the 2002 Stock Option Plan. Options to purchase 174,700 and
157,250 shares of common stock were granted during the 2007 fiscal year
and 2006 fiscal year, respectively.
Effective February 27, 2006, the beginning of the Company's 2007 fiscal
year, the Company began recording compensation expense associated with
stock options, the only form of equity compensation issued by the
Company, in accordance with Statement of Financial Accounting Standards
No. 123(R), "Share-Based Payment" ("SFAS 123R"), and Securities and
Exchange Commission Staff Accounting Bulletin No. 107. Prior to
February 27, 2006, the Company accounted for equity compensation
according to the provisions of Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"),
and, therefore, no related compensation expense was recorded in the
statements of earnings for awards granted with no intrinsic value. The
Company adopted the modified prospective transition method pursuant to
SFAS 123R, and, consequently, has not retroactively adjusted results
from prior periods. Under this transition method, compensation costs
associated with equity compensation recognized during the 13 weeks and
52 weeks ended February 25, 2007 included (1) quarterly amortization
related to the remaining unexercisable portion of all stock options
granted prior to February 27, 2006 based on the grant date fair value
estimated in accordance with the original provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), and (2) quarterly amortization related to
all stock options granted subsequent to February 27, 2006 based on the
grant date fair value estimated in accordance with the provisions of
SFAS 123R.
The Company determines the fair value of stock options on the dates of
grants using an option pricing model with assumptions regarding a
number of highly complex and subjective variables. These variables
include, but are not limited to, the risk-free interest rate of the
options, the expected life of the options, the expected volatility of
the market price of the Company's common stock over the term of the
options, the expected dividends to be paid on the Company's common
stock, and an estimate of the amount of options that are expected to be
forfeited. The Company uses the Black-Scholes option-pricing model to
determine the fair value of options under SFAS 123R and the original
SFAS 123. The compensation expense for stock options includes an
estimate for forfeitures and is recognized over the vesting term using
the ratable method. Prior to the Company's adoption of SFAS 123R,
benefits of tax deductions in excess of recognized compensation costs
were reported as operating cash flows. SFAS 123R requires that such
benefits be recorded as a financing cash inflow rather than as a
reduction of taxes paid. For the 13 weeks and 52 weeks ended February
25, 2007 no excess tax benefits were generated from option exercises.
54
As a result of the adoption of SFAS 123R, the Company's earnings before
income taxes for the 13 weeks and 52 weeks ended February 25, 2007 were
$350 and $1,283, respectively, lower than under the previous accounting
methodology for stock-based compensation. The future compensation
expense affecting earnings before income taxes for options outstanding
at February 25, 2007 will be $2,590 as a result of the adoption of SFAS
123R.
If compensation expense for the Company's stock option plans had been
determined based upon estimated fair values at the grant dates in
accordance with SFAS 123, the Company's pro forma net income and basic
and diluted earnings per common share for the 2006 and 2005 fiscal
years for stock options granted prior to the adoption of SFAS 123R
would have been as follows (in thousands, except for per share data):
2006 2005
------------ ------------
Net earnings $ 26,875 $ 21,605
Deduct: Total stock-based employee
compensation determined under fair
value based method for all awards, net
of tax effects (1,627) (1,803)
------------ ------------
Pro forma net earnings $ 25,248 $ 19,802
============ ============
Basic earnings per share:
As reported $ 1.34 $ 1.09
Pro forma $ 1.26 $ 1.00
Diluted earnings per share:
As reported $ 1.33 $ 1.08
Pro forma $ 1.25 $ 0.97
The weighted average fair value for options was estimated at the dates
of grants using the Black-Scholes option-pricing model to be $10.84 for
fiscal year 2007, $7.77 for fiscal year 2006 and $8.41 for fiscal year
2005, with the following assumptions: risk free interest rate of
4.0%-5.0% for fiscal year 2007 and 5.0% for fiscal years 2006 and 2005;
expected volatility factors of 34.4%-58.8%, 34%-36% and 38%-46% for
fiscal years 2007, 2006 and 2005, respectively; expected dividend yield
of 1.0%-1.6% for fiscal year 2007, 1.3% for fiscal year 2006 and 1.6%
for fiscal year 2005; and estimated option terms of 4.0-5.6 years for
fiscal year 2007, and 4.0 years for fiscal years 2006 and 2005.
The estimated term of the options is based on evaluations of historical
and expected future employee exercise behavior. The risk free interest
rate is based on U.S. Treasury rates at the date of grant with maturity
dates approximately equal to the estimated term of the options at the
date of the grant. Volatility is based on historical volatility of the
company stock.
55
Information with respect to options follows:
Weighted
Average
Outstanding Exercise
Options Price
------------ ------------
Balance, February 29,2004 1,396,653 $ 19.91
Granted 183,900 22.86
Exercised (152,327) 13.04
Terminated or expired (144,407) 23.89
------------
Balance, February 27, 2005 1,283,819 $ 20.71
Granted 157,250 24.57
Exercised (218,770) 17.89
Terminated or expired (218,845) 25.89
------------
Balance, February 26, 2006 1,003,454 $ 20.80
Granted 174,700 25.35
Exercised (80,236) 17.85
Terminated or expired (31,291) 26.07
------------
Balance, February 25, 2007 1,066,627 21.61
============
Exercisable February 25, 2007 714,615 $ 20.13
============
The following table summarizes information concerning outstanding and
exercisable options at February 25, 2007.
Weighted
Average
Weighted Remaining
Average Contractual Aggregated
Number of Exercise Term In Intrinsic
Options Price Years Value
--------- ------------ ------------ ------------
Outstanding at February 25, 2007 1,066,627 $ 20.61 5.33 $ 7,446
Exercisable at February 25, 2007 714,615 20.13 3.68 6,046
The total values realized (the market value of the underlying shares on
the date of exercise, less the exercise price, times the number of
shares acquired) from the exercise of options during the 2007, 2006 and
2005 fiscal years were $1,153, $1,424 and $1,489, respectively. Stock
options available for future grant under the 2002 Stock Option Plan at
February 25, 2007 and February 26, 2006 were 351,843 and 502,453,
respectively.
56
8. STOCKHOLDERS' EQUITY
a. Stockholders' Rights Plan - On July 20, 2005, the Board of
Directors renewed the Company's stockholders' rights plan on
substantially the same terms as its previous rights plan which
expired in July, 2005. In accordance with the Company's
stockholders' rights plan, a right (the "Right") to purchase
from the Company a unit consisting of one one-thousandth
(1/1000) of a share (a "Unit") of Series B Junior
Participating Preferred Stock, par value $1.00 per share (the
"Series B Preferred Stock"), at a purchase price of $150 (the
"Purchase Price") per Unit, subject to adjustment, is attached
to each outstanding share of the Company's common stock. The
Rights expire on July 20, 2015. Subject to certain exceptions,
the Rights will become exercisable 10 business days after a
person acquires 15 percent or more of the Company's
outstanding common stock or commences a tender offer that
would result in such person's owning 15 percent or more of
such stock. If any person acquires 15 percent or more of the
Company's outstanding common stock, the rights of holders,
other than the acquiring person, become rights to buy shares
of the Company's common stock (or of the acquiring company if
the Company is involved in a merger or other business
combination and is not the surviving corporation) having a
market value of twice the Purchase Price of each Right. The
Company may redeem the Rights for $.01 per Right until 10
business days after the first date of public announcement by
the Company that a person acquired 15 percent or more of the
Company's outstanding common stock.
b. Reserved Common Shares - At February 25, 2007, 1,418,470
shares of common stock were reserved for issuance upon
exercise of stock options.
c. Accumulated Other Comprehensive Income - Accumulated balances
related to each component of other comprehensive income were
as follows:
February 25, February 26,
2007 2006
------------ -------------
Currency translation adjustment $ 5,010 $ 3,326
Unrealized losses on investments (246) (891)
------------ -------------
Accumulated balance $ 4,764 $ 2,435
============ =============
d. Dividends Declared - On July 20, 2006, the Company announced
that its Board of Directors had declared a special cash
dividend of $1.00 per share, which was paid August 22, 2006
and was in addition to the Company's regular quarterly cash
dividends of $0.08 per share; and on October 19, 2005, the
Company announced that its Board of Directors had declared a
special cash dividend of $1.00 per share, which was paid
December 15, 2005 and was in addition to the Company's regular
quarterly cash dividends of $0.08 per share.
57
9. EARNINGS PER SHARE
Basic earnings per share are computed by dividing net earnings by the
weighted average number of shares of common stock outstanding during
the period. Diluted earnings per share are computed by dividing net
earnings by the sum of (a) the weighted average number of shares of
common stock outstanding during the period and (b) the potential common
stock equivalents outstanding during the period. Stock options are the
only common stock equivalents; and the number of dilutive options is
computed using the treasury stock method.
The following table sets forth the calculation of basic and diluted
earnings per share for the last three fiscal years:
2007 2006 2005
------------ ------------ ------------
Net earnings $ 39,791 $ 26,875 $ 21,605
============ ============ ============
Weighted average common shares
outstanding for basic EPS 20,175,422 20,046,900 19,879,278
Net effect of dilutive options 141,418 163,300 195,741
------------ ------------ ------------
Weighted average shares outstanding
for diluted EPS 20,316,840 20,210,200 20,075,019
============ ============ ============
Basic earnings per share $ 1.97 1.34 $ 1.09
============ ============ ============
Diluted earnings per share $ 1.96 $ 1.33 $ 1.08
============ ============ ============
Common stock equivalents, which were not included in the computation of
diluted earnings per share because either the effect would have been
antidilutive or the options' exercise prices were greater than the
average market price of the common stock, were 3,619, 100,058 and
99,447 for the fiscal years 2007, 2006 and 2005, respectively.
10. DISCONTINUED OPERATIONS AND PENSION LIABILITY
On February 4, 2004, the Company announced that it was discontinuing
its financial support of its Dielektra GmbH ("Dielektra") subsidiary
located in Cologne, Germany, due to the continued erosion of the
European market for the Company's high technology products. Without
Park's financial support, Dielektra filed an insolvency petition, which
the Company believes will result in the liquidation of Dielektra. In
accordance with SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", Dielektra is treated as a discontinued
operation. As a result of the discontinuation of financial support for
Dielektra, the Company recognized an impairment charge of $22,023 for
the write-off of Dielektra assets and other costs during the fourth
quarter of the 2004 fiscal year. The liabilities from discontinued
operations are reported separately on the Consolidated Balance Sheet.
These liabilities from discontinued operations included $12,094 for
Dielektra's deferred pension liability. The Company expects to
recognize a gain of approximately $17 million related to the reversal
of these liabilities when the Dielektra insolvency process is
completed, although it is unclear when the process will be completed.
58
Liabilities for discontinued operations as of February 25, 2007 and
February 26, 2006 consisted of the following:
February 25, February 26,
2007 2006
------------ ------------
Environmental and
other liabilities $ 5,087 $ 5,157
Pension liabilities 12,094 12,094
------------ ------------
Total liabilities $ 17,181 $ 17,251
============ ============
11. REALIGNMENT AND SEVERANCE CHARGES
During the 2006 fiscal year first quarter, the Company recorded a
charge of $1,059 for employment termination benefits for a workforce
reduction at its Neltec Europe SAS subsidiary in Mirebeau, France, $170
of which was reversed in the 2006 fiscal year fourth quarter. The
payment of these termination benefits was substantially completed by
the end of the 2006 fiscal year.
During the 2005 fiscal year third quarter, the Company recorded $625 of
charges for severance payments for workforce reductions at its North
American and European volume printed circuit materials operations.
These severance payments were made to employees during the 2005 fiscal
year third quarter and there were no remaining liabilities as of
February 27, 2005.
The Company recorded pre-tax charges of $1,934 and $6,504 during the
first and second quarters, respectively, of the 2004 fiscal year
related to the realignment of its North America volume printed circuit
materials operations in Newburgh, New York and Fullerton, California.
During the fourth quarter of fiscal year 2004 the Company recorded
pretax charges of $112 related to workforce reductions in Europe and
recovered $81 from sales of impaired assets related to its European
operations. The components of these charges and the related liability
balances and activity for the year ended February 25, 2007 are set
forth below.
Paid or
Reversed in Present 2/25/07
Original Prior Balance Charges Value Remaining
Charge Years 2/26/06 Paid Adjustment Liabilities
------------ ------------ ------------ ------------ ------------ ------------
Neltec Europe
Termination benefits $ 1,059 $ (853) $ 206 $ (40) $ - $ 166
New York and California and
other realignment charges:
Lease payments,
taxes, utilities
and other 7,292 (2,079) 5,213 (494) (570) 4,149
Termination benefits 1,258 (1,258) - - - -
------------ ------------ ------------ ------------ ------------ ------------
$ 9,609 $ (4,190) $ 5,419 $ (534) $ (570) $ 4,315
============ ============ ============ ============ ============ ============
59
The termination benefits were for the termination of hourly and
salaries, administrative, manufacturing and support employees. Such
employees were terminated in France during the 2006 fiscal year second
quarter and in North America during the 2004 fiscal year first, second
and third quarters. The major portion of the termination benefits were
paid for such employees in France during the second, third and fourth
quarters of the 2006 fiscal year, and the termination benefits were
paid for such employees in North America in installments during fiscal
year 2004. The lease charges covered one lease obligation payable
through December 2004 and a portion of another lease obligation payable
through September 2013. For the 13 and 52 weeks ended February 25,
2007, the Company applied $123 and $494 respectively, of payments
against the liability.
As a result of the foregoing employee terminations and other less
significant employee terminations in connection with business
contractions and in the ordinary course of business and substantial
numbers of employee resignations and retirements in the ordinary course
of business, the total number of employees employed by the Company
declined to approximately 950 as of February 25, 2007.
12. GAIN ON INSURANCE SETTLEMENT
In the 2005 fiscal year third quarter, the Company settled an insurance
claim for damages sustained by the Company in Singapore as the result
of an explosion that occurred in November 2002 in one of the four
treaters located at its Nelco manufacturing facility in Singapore.
During the 2005 fiscal year third quarter, the Company received $5,816
related to this insurance claim. The proceeds represent reimbursement
for assets destroyed in the accident and for business interruption
losses. As a result, the Company recognized a $4,745 gain during the
2005 fiscal year third quarter.
13. INSURANCE ARRANGEMENT TERMINATION CHARGE
During the 2007 fiscal year second quarter ended August 27, 2006, the
Company terminated a split-dollar life insurance arrangement with Jerry
Shore, the Company's founder and former Chairman, President and Chief
Executive Officer. The insurance arrangement, which involved two life
insurance policies payable on the death of the survivor of Jerry Shore
and his spouse with an aggregate face value of $5 million and annual
premium payments by the Company of approximately $129, was implemented
in 1997 but discontinued in 2004 in light of certain provisions of the
Sarbanes-Oxley Act of 2002 and due to changes in the income taxation of
split-dollar life insurance arrangements. The arrangement is more fully
described in the Company's annual proxy statements for each of the
years 1998 through 2006. Pursuant to an agreement entered into between
Jerry Shore and the Company, the termination of the insurance
arrangement involved a payment of $1,335 by the Company to Mr. Shore in
January 2007. Such termination and payment resulted in a net cash cost
to the Company of $685, after the Company's receipt of a portion of the
cash surrender value of the life insurance policies. The Company
recorded a pre-tax charge of $1,316 in the 2007 fiscal year second
quarter ended August 27, 2006 in connection with this termination and
recognized a $499 tax benefit relating to this insurance termination
charge.
60
14. EMPLOYEE BENEFIT PLANS
a. Profit Sharing Plan - The Company and certain of its
subsidiaries have a non-contributory profit sharing retirement
plan covering their regular full-time employees. The plan may
be modified or terminated at any time, but in no event may any
portion of the contributions revert back to the Company. The
Company's estimated contributions are accrued at the end of
each fiscal year and paid to the plan in the subsequent fiscal
year. The Company's actual contributions to the plan were $847
and $687 for fiscal years 2006 and 2005, respectively. The
contribution estimated for fiscal year 2007 has not been paid.
Contributions are discretionary and may not exceed the amount
allowable as a tax deduction under the Internal Revenue Code.
b. Savings Plan - The Company also sponsors a 401(k) savings
plan, pursuant to which the contributions of employees of
certain subsidiaries were partially matched by the Company in
the amounts of $247, $218 and $236 in fiscal years 2007, 2006
and 2005, respectively.
15. LEASE COMMITMENTS
The Company conducts certain of its operations in leased facilities,
which include several manufacturing plants, warehouses and offices, and
land leases. The leases on facilities are for terms of up to 10 years,
the latest of which expires in 2015. Many of the leases contain renewal
options for periods ranging from one to ten years and require the
Company to pay real estate taxes and other operating costs. The latest
land lease expiration is 2054.
These non-cancelable operating leases have the following payment
schedule.
Fiscal Year Amount
----------- ----------
2008 2,029
2009 1,905
2010 1,931
2011 1,669
2012 1,108
Thereafter 2,541
----------
$ 11,183
==========
Rental expenses, inclusive of real estate taxes and other cost $2,047,
$2,257 and $2,560 for fiscal years 2007, 2006 and 2005, respectively.
16. CONTINGENCIES
a. Litigation - The Company is subject to a small number of
proceedings, lawsuits and other claims related to
environmental, employment, product and other matters. The
Company is required to assess the likelihood of any adverse
judgments or outcomes in these matters as well as potential
ranges of probable losses. A determination of the amount of
reserves required, if any, for these contingencies is made
after careful analysis of each individual issue. The required
reserves may change in the future due to new developments in
each matter or changes in approach, such as a change in
settlement strategy in dealing with these matters.
61
b. Environmental Contingencies - The Company and certain of its
subsidiaries have been named by the Environmental Protection
Agency (the "EPA") or a comparable state agency under the Com-
prehensive Environmental Response, Compensation and Liability
Act (the "Superfund Act") or similar state law as potentially
responsible parties in connection with alleged releases of
haz- ardous substances at nine sites. In addition, a
subsidiary of the Company has received cost recovery claims
under the Superfund Act from other private parties involving
one other site and has received requests from the EPA under
the Superfund Act for information with respect to its
involvement at three other sites.
Under the Superfund Act and similar state laws, all parties
who may have contributed any waste to a hazardous waste
disposal site or contaminated area identified by the EPA or
comparable state agency may be jointly and severally liable
for the cost of cleanup. Generally, these sites are locations
at which numerous persons disposed of hazardous waste. In the
case of the Company's subsidiaries, generally the waste was
removed from their manufacturing facilities and disposed at
waste sites by various companies which contracted with the
subsidiaries to provide waste disposal services. Neither the
Company nor any of its subsidiaries have been accused of or
charged with any wrongdoing or illegal acts in connection with
any such sites. The Company believes it maintains an effective
and comprehensive environmental compliance program.
The insurance carriers who provided general liability
insurance coverage to the Company and its subsidiaries for the
years during which the Company's subsidiaries' waste was
disposed at these sites have agreed to pay, or reimburse the
Company and its subsidiaries for, 100% of their legal defense
and remediation costs associated with three of these sites and
25% of such costs associated with another one of these sites.
The total costs incurred by the Company and its subsidiaries
in connection with these sites, including legal fees incurred
by the Company and its subsidiaries and their assessed share
remediation costs and excluding amounts paid or reimbursed by
insurance carriers, were approximately $1, $1 and $2 in fiscal
years 2007, 2006 and 2005, respectively. The recorded
liabilities included in accrued liabilities for environmental
matters were $1,757, $1,757 and $2,387 for fiscal years 2007,
2006 and 2005, respectively. As discussed in Note 10,
liabilities from discontinued operations have been segregated
on the Consolidated Balance Sheet and include $2,121 for
environmental matters related to Dielektra.
Such recorded liabilities do not include environmental
liabilities and related legal expenses for which the Company
has concluded indemnification agreements with the insurance
carriers who provided general liability insurance coverage to
the Company and its subsidiaries for the years during which
the Company's subsidiaries' waste was disposed at three sites
for which certain subsidiaries of the Company have been named
as potentially responsible parties, pursuant to which
agreements such insurance carriers have been paying 100% of
the legal defense and remediation costs associated with such
three sites since 1985.
62
Included in cost of sales are charges for actual expenditure
accruals, based on estimates, for certain environmental
matters described above. The Company accrues estimated costs
associated with known environmental matters, when such costs
can be reasonably estimated and when the outcome appears
probable. The Company believes that the ultimate disposition
of known environmental matters will not have a material
adverse effect on the liquidity, capital resources, business
or consolidated results of operations or financial position of
the Company. However, one or more of such environmental
matters could have a significant negative impact on the
Company's consolidated results of operations or financial
position for a particular reporting period.
17. BUSINESS SEGMENTS
The Company considers itself to operate in one business segment because
the Company's advanced composite materials product line comprises less
than 10% of the Company's assets, revenues and profit from operations
on an absolute basis. The Company's printed circuit materials (the
Nelco(R) product line) are marketed primarily to leading independent
printed circuit board fabricators, electronic manufacturing service
companies, electronic contract manufacturers and major electronic
original equipment manufacturers ("OEMs") located throughout North
America, Europe and Asia. The Company's advanced composite materials
(the Nelcote(TM) product line) customers, the majority of which are
located in the United States, include OEMs, independent firms and
distributors in the electronics, aerospace, and industrial industries.
Sales are attributed to geographic region based upon the region from
which the materials were invoiced to the customer. Sales between
geographic regions were not significant.
Financial information regarding the Company's operations by geographic
region follows:
Fiscal Year
--------------------------------------------
2007 2006 2005
------------ ------------ ------------
Sales:
United States $ 140,390 $ 124,365 $ 117,109
Europe 34,870 34,372 34,198
Asia 82,117 63,514 59,880
------------ ------------ ------------
Total sales $ 257,377 $ 222,251 $ 211,187
============ ============ ============
Long-lived assets:
United States $ 25,600 $ 27,769 $ 32,610
Europe 4,659 9,077 10,856
Asia 25,331 20,105 20,183
------------ ------------ ------------
Total long-lived assets $ 55,590 $ 56,951 $ 63,649
============ ============ ============
18. CUSTOMER AND SUPPLIER CONCENTRATIONS
a. Customers - Sales to Sanmina-SCI Corporation were 16.7%, 19.4%
and 16.2% of the Company's total worldwide sales for fiscal
years 2007, 2006 and 2005, respectively. Sales to TTM
Technologies Inc. "TTM") were 10.7%, 11.7% and 13.3% of the
Company's total worldwide sales for fiscal years 2007, 2006
and 2005. The sales to TTM during the 2007, 2006 and 2005
fiscal years included sales to Tyco Printed Circuit Group
L.P., which was acquired by TTM
63
during the Company's 2007 fiscal year; and the sales to
Sanmina-SCI Corporation during the 2005 fiscal year included
sales to Pentex Schweitzer, which was acquired by Sanmina
during the Company's 2006 fiscal year. Sales to Multilayer
Technology, Inc. were 8.6%, 10.4% and 9.5% of the Company's
total worldwide sales for fiscal year 2007, 2006 and 2005,
respectively.
While no other customer accounted for 10% or more of the
Company's total worldwide sales in fiscal years 2007, 2006 and
2005, and the Company is not dependent on any single customer,
the loss of a major printed circuit materials customer or of a
group of customers could have a material adverse effect on the
Company's business or consolidated results of operations or
financial position.
b. Sources of Supply - The principal materials used in the
manufacture of the Company's high-technology printed circuit
materials and advanced composite materials products are
specially manufactured copper foil, fiberglass cloth and
synthetic reinforcements, and specially formulated resins and
chemicals. Although there are a limited number of qualified
suppliers of these materials, the Company has nevertheless
identified alternate sources of supply for each of such
materials. While the Company has not experienced significant
problems in the delivery of these materials and considers its
relationships with its suppliers to be strong, a disruption of
the supply of material from a principal supplier could
adversely affect the Company's business. Furthermore,
substitutes for these materials are not readily available and
an inability to obtain essential materials, if prolonged,
could materially adversely affect the Company's business.
19. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In May 2005, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 154, "Accounting
Changes and Error Corrections, a replacement of APB Opinion No. 20 and
FASB Statement No. 3" ("SFAS 154"). SFAS No. 154 requires retrospective
application to prior periods financial statements for changes in
accounting principle, unless it is impracticable to determine either
the period-specific effects or the cumulative effect of the change.
SFAS No. 154 also requires that retrospective application of a change
in accounting principle be limited to the direct effects of the change.
Indirect effects of a change in accounting principle should be
recognized in the period of the accounting change. SFAS No. 154 further
requires a change in depreciation, amortization or depletion method for
long-lived, non-financial assets to be accounted for as a change in
accounting estimate effected by a change in accounting principle. SFAS
No. 154 became effective for the Company's 2007 fiscal year and did not
have a material effect on the Company's Consolidated Financial
Statements.
In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes -- an Interpretation of FASB Statement
No. 109" ("FIN 48"). This Interpretation clarifies the accounting for
uncertainty in income taxes recognized in an entity's financial
statements in accordance with SFAS No. 109, "Accounting for Income
Taxes". It prescribes a recognition threshold and measurement
methodology
64
for financial statement reporting purposes and promulgates a series of
new disclosures of tax positions taken or expected to be taken on a tax
return for which less than all of the resulting tax benefits are
expected to be realized. This Interpretation is effective for fiscal
years beginning after December 15, 2006. The Company will adopt this
Interpretation in the first quarter of its 2008 fiscal year, which will
begin February 26, 2007. The Company is currently evaluating the
requirements of FIN 48 and has not yet determined the impact of such
requirements on the Company's Consolidated Financial Statements.
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157
defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles in the United
States ("GAAP"), and expands disclosures about fair value measurements.
SFAS 157 applies whenever other standards require, or permit, assets or
liabilities to be measured at fair value. SFAS 157 is effective for
fiscal years beginning after November 15, 2007 and interim periods
within those fiscal years. Early adoption is permitted. SFAS 157 did
not have a material effect on the Company's Consolidated Financial
Statements.
In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 108 ("SAB No. 108"), which provides
interpretive guidance on how the effects of the carryover or reversal
of prior year misstatements should be considered in quantifying a
current year misstatement. If the effect of the initial misstatement is
determined to be material, the cumulative effect may be reported as an
adjustment to the beginning of year retained earnings with disclosure
of the nature and amount of each individual error being corrected in
the cumulative adjustment. SAB No. 108 is effective for fiscal years
ending after November 15, 2006, with early application for the first
interim period ending after November 15, 2006. The Company adopted SAB
No. 108 in the fourth quarter of fiscal year 2007. The Company has not
discovered material errors in prior years with material effects as of
the date of this Form l0-K Annual Report.
In February 2007, the FASB issued Statement of Financial Accounting
Standard ("SFAS") No. 159, "The Fair Value Option for Financial Assets
and Financial Liabilities--Including an amendment of FASB Statement No.
115" ("SFAS 159"). SFAS 159 permits entities to elect to measure many
financial instruments and certain other items at fair value. Unrealized
gains and losses on items for which the fair value option has been
elected will be recognized in earnings at each subsequent reporting
date. SFAS 159 is effective for fiscal years beginning after November
15, 2007. SFAS 159 did not have a material effect on the Company's
Consolidated Financial Statements.
65
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarter
----------------------------------------------------------
First Second Third Fourth
------------ ------------ ------------ ------------
(In thousands, except per share amounts)
Fiscal 2007:
Net sales 62,838 66,518 68,195 59,826
Gross profit 16,363 16,044 17,241 14,459
Net earnings 8,894 12,544 9,529 8,824
Basic earnings per share:
Net earnings per share $ 0.44 $ 0.62 $ 0.47 $ 0.44
Diluted earnings per share:
Net earnings per share $ 0.44 $ 0.62 $ 0.47 $ 0.44
Weighted average common
shares outstanding:
Basic 20,135 20,183 20,189 20,194
Diluted 20,357 20,295 20,332 20,283
Fiscal 2006:
Net sales $ 55,676 $ 52,442 $ 57,159 $ 56,974
Gross profit 12,030 11,595 15,292 15,684
Net earnings 5,328 6,057 9,745 5,745
Basic earnings per share:
Net earnings per share $ 0.27 $ 0.30 $ 0.48 $ 0.29
Diluted earnings per share:
Net earnings per share $ 0.27 $ 0.30 $ 0.48 $ 0.28
Weighted average common
shares outstanding:
Basic 19,947 20,032 20,099 20,109
Diluted 20,076 20,223 20,251 20,291
Earnings per share are computed separately for each quarter. Therefore, the
sum of such quarterly per share amounts may differ from the total for the
years.
66
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES.
(a) Disclosure Controls and Procedures.
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of February 25, 2007, the end of the fiscal
year covered by this annual report. Based on such evaluation, the Company's
Chief Executive Officer and Chief Financial Officer have concluded that, as of
the end of such fiscal year, the Company's disclosure controls and procedures
are effective in recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Company in the reports that
it files or submits under the Exchange Act and are effective in ensuring that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
(b) Management's Annual Report on Internal Control Over Financial
Reporting.
The management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles in the United States of America. The Company's internal
control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the Company,
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company, and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of February 25, 2007. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated
Framework. Based on management's assessment and those criteria, management
concluded that the Company maintained effective internal control over financial
reporting as of February 25, 2007.
67
The Company's independent auditor has issued its audit report on management's
assessment of the Company's internal control over financial reporting. That
report appears in Item 9A(c) below.
(c) Attestation Report of the Registered Public Accounting Firm.
Stockholders and Board of Directors of
Park Electrochemical Corp.
We have audited management's assessment, included in the accompanying
Management's Annual Report on Internal Control Over Financial Reporting, that
Park Electrochemical Corp. and subsidiaries maintained effective internal
control over financial reporting as of February 25, 2007, based on criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (the "COSO criteria").
The Company's management is responsible for maintaining effective internal
control over financial reporting and our report dated April 19, 2005 expressed an unqualified
opinion thereon.
GRANT THORNTON LLP
New York, New York
April 19, 2005 (except with respect to the matters described in
Note 22 as to which the date is May 12, 2005)
To the Board of Directors and Stockholders of
Park Electrochemical Corp.
Melville, New York
We have audited the accompanying consolidated balance sheet of
Park Electrochemical Corp. and subsidiaries as of February 29,
2004 and the related consolidated statements of operations,
stockholders' equity, and cash flows for eachits assessment of the two years in
the period ended February 29, 2004. Our audits also included the
2004 and 2003 activity in theeffectiveness of
internal control over financial statement schedule listed
in the Index at Item 15(a) (2). These financial statements are
the responsibility of the Company's management.reporting. Our responsibility is to express an
opinion on thesemanagement's assessment and an opinion on the effectiveness of the
Company's internal control over financial statements and schedulereporting based on our audits.audit.
We conducted our auditsaudit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles in the United States of America. A
company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles in the United States of
America, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
68
In our opinion, management's assessment that Park Electrochemical Corp. and
subsidiaries maintained effective internal control over financial reporting as
of February 25, 2007, is fairly stated, in all material respects, based on the
COSO criteria. Also, in our opinion, the Company maintained, in all material
respect, effective internal control over financial reporting as of February 25,
2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
the Company as of February 25, 2007 and February 26, 2006, and the related
consolidated statements are
free of material misstatement. We wereoperations, stockholders' equity and cash flows for
each of the three years in the period ended February 25, 2007, and our report
dated May 8, 2007 expressed an unqualified opinion on those financial
statements.
/s/GRANT THORNTON LLP
New York, New York
May 8, 2007
(d) Changes in Internal Control Over Financial Reporting.
There has not engagedbeen any change in the Company's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the fourth fiscal quarter of the fiscal year to
perform an
audit ofwhich this report relates that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.
Our audit included considerationITEM 9B. OTHER INFORMATION.
The Company is not disclosing under this item any information required
to be disclosed on Form 8-K during the fourth quarter of internal control over
financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances,year covered by
this Form 10-K Annual Report, but not reported, whether or not otherwise
required by this Form 10-K.
69
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information called for by this item (except for information as to
the Company's executive officers, which information appears elsewhere in this
Report) is incorporated by reference to the Company's definitive proxy statement
for the purpose2007 Annual Meeting of expressing an opinion on the effectiveness ofShareholders to be filed pursuant to Regulation
14A.
ITEM 11. EXECUTIVE COMPENSATION.
The information called for by this Item is incorporated by reference to
the Company's internal control over financial reporting. Accordingly,
we express no such opinion. An audit also includes examining, on
a test basis, evidence supportingdefinitive proxy statement for the amounts and disclosures in
the financial statements, assessing the accounting principles
used and significant estimates made2007 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The information called for by management, and evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Park Electrochemical Corp. and subsidiaries
as of February 29, 2004 and the consolidated results of their
operations and their cash flows for each of the two years in the
period ended February 29, 2004, in conformity with U.S. generally
accepted accounting principles. Also, in our opinion, the 2004
and 2003 activity in the related financial statement schedule,
when considered in relationthis Item is incorporated by reference to
the basic financial statements
taken as a whole, presents fairly, in all material respectsCompany's definitive proxy statement for the 2007 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
The information set forth therein.
Ernst & Young LLP
New York, New York
April 21, 2004called for by this Item is incorporated by reference to
the Company's definitive proxy statement for the 2007 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
This information called for by this Item is incorporated by reference
to the Company's definitive proxy statement for the 2007 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.
70
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
February 27, February 29,
2005 2004Page
----
ASSETS
Current assets:(a) Documents filed as a part of this Report
(1) Financial Statements:
The following Consolidated Financial Statements of the
Company are included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm 41
Balance Sheets 42
Statements of Operations 43
Statements of Stockholders' Equity 44
Statements of Cash Flows 45
Notes to Consolidated Financial Statements (1-18) 46
(2) Financial Statement Schedules:
The following additional information should be read in
conjunction with the Consolidated Financial Statements of
the Registrant described in Item 15(a)(1) above:
Schedule II - Valuation and cash equivalents $ 86,071 $111,989
Marketable securities (Note 2) 103,507 77,197Qualifying Accounts receivable, less allowance
for doubtful accounts of $1,984 and
$1,845, respectively 35,722 36,149
Inventories (Note 3) 15,418 11,707
Prepaid expenses and72
All other current assets 2,944 3,040
Total current assets 243,662 240,082
Property, plant and equipment, net
of accumulated depreciation and
amortization (Note 4) 63,251 70,569
Other assets 398 419
Total assets $307,311 $311,070
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,121 $ 14,913
Accrued liabilities (Note 5) 20,566 24,468
Income taxes payable 6,474 3,248
Total current liabilities 42,161 42,629
Deferred income taxes (Note 6) 5,042 5,107
Liabilities from discontinued
operations (Note 9) 17,251 19,438
Total liabilities 64,454 67,174
Commitments and contingencies (Note 15)
Stockholders' equity (Note 7):
Preferred stock, $1 par value per
share-authorized, 500,000 shares;
issued, none - -
Common stock, $.10 par value per
share-authorized, 60,000,000
shares; issued, 20,369,986 shares 2,037 2,037
shares
Additional paid-in capital 134,206 133,335
Retained earnings 105,450 108,915
Accumulated other comprehensive income 4,605 3,734
------- -------
246,298 248,021
Less treasury stock, at cost, 449,213
and 582,061 shares, respectively (3,441) (4,125)
Total stockholders' equity 242,857 243,896
Total liabilities and stockholders'
equity $307,311 $311,070
======== ========
Seeschedules have been omitted because they are not
applicable or not required, or the information is included
elsewhere in the financial statements or notes thereto.
(3) Exhibits:
The information required by this Item relating to consolidated financial statements.Exhibits
to this Report is included in the Exhibit Index beginning
on page 73 hereof.
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Fiscal Year Ended
February 27, February 29, March 2,
2005 2004 2003
Net sales $211,187 $194,236 $195,578
Cost of sales 167,937 161,536 168,921
Gross profit 43,250 32,700 26,657
Selling, general and
administrative expenses 26,960 27,962 27,157
Gain on Delco lawsuit (Note 19) - (33,088) -
Asset impairment charge (Note 13) - - 49,035
Restructuring and severance
charges (Note 10) 625 8,469 4,794
Gain on sale of DPI (Note 12) - - (3,170)
Gain on sale of United
Kingdom real estate - (429) -
Gain on insurance settlement
(Note 11) (4,745) - -
Earnings (loss) from
continuing operations 20,410 29,786 (51,159)
Interest and other income, net 3,386 2,958 3,260
Earnings (loss) from continuing
operations before income taxes 23,796 32,744 (47,899)
Income tax provision (benefit)
from continuing operations 2,191 2,835 (4,035)
Earnings (loss) from continuing
operations 21,605 29,909 (43,864)
Loss from discontinued ooperations,
net of taxes (Note9) - (33,761) (6,895)
Net earnings (loss) $ 21,605 $(3,852) $(50,759) )
Basic earnings (loss) per share:
Earnings (loss) from continuing
operations $ 1.09 $ 1.51 $(2.23)
Loss from discontinued operations,
net of tax - (1.71) (0.35)
Basic earnings (loss) per share $ 1.09 $(0.20) $(2.58)
Basic weighted average shares 19,879 19,754 19,674
Diluted earnings (loss) per share:
Earnings (loss) from continuing
operations $ 1.08 $ 1.50 $(2.23)
Loss from discontinued operations,
net of tax - (1.69) (0.35)
Diluted earnings (loss) per share $ 1.08 $(0.19) $(2.58)
Diluted weighted average shares 20,075 19,991 19,674*
*For the fiscal year 2003 the effect of employee stock options was not
considered because it was antidilutive.
See notes to consolidated financial statements.
71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: May 8, 2007 PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
(Part 1 of 2)
Additional
Common Stock Paid-in Retained
Shares Amount Capital Earnings
Balance, March 3, 2002 20,369,986 $2,037 $131,138 $172,953
Net loss (50,759)
Exchange rate changes
Change in pension
liability adjustment
Unrealized gain on
marketable securities
Stock option activity 2,034
Cash dividends ($.24 per share) (4,688)
Comprehensive loss
---------- ----- ------- --------
Balance, March 2, 2003 20,369,986 2,037 133,172 117,506
Net loss (3,852)
Exchange rate changes
Change in pension
liability adjustment
Unrealized loss on marketable
securities
Stock option activity 163
Cash dividends ($.24 per share) (4,739)
Comprehensive income
---------- ----- ------- --------
Balance, February 29, 2004 20,369,986 2,037 133,335 108,915
Net earnings 21,605
Exchange rate changes
Unrealized loss on marketable
securities
Stock option activity 871
Cash dividends ($1.26 per share) (25,070)
Comprehensive income
---------- ------ ------- --------
Balance, February 27, 2005 20,369,986 $2,037 $134,206 $105,450
See notes to consolidated financial statements.
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
(Part 2 of 2)
Accumulated
Other Comprehensive
Comprehensive Treasury Stock Income
Income (Loss) Shares Amount (Loss)
Balance, March 3, 2002 $(7,890) 877,163 $(5,692)
Net loss $(50,759)
Exchange rate changes 5,174 5,174
Change in pension liability
adjustment 103 103
Unrealized gain on marketable
securities 181 181
Stock option activity (191,094) 1,110
Cash dividends ($.24 per share) --------
Comprehensive loss $(45,301)
=========
Balance, March 2, 2003 (2,432) 686,069 (4,582)
Net loss $(3,852)
Exchange rate changes 5,557 5,557
Change in pension liability
adjustment 742 742
Unrealized loss on marketable
securities (133) (133)
Stock option activity (104,008) 457
Cash dividends ($.24 per share) --------
Comprehensive income $ 2,314
=========
Balance, February 29, 2004 3,734 582,061 (4,125)
Net earnings $21,605
Exchange rate changes 1,529 1,529
Unrealized loss on marketable
securities (658) (658)
Stock option activity (132,848) 684
Cash dividends ($1.26 per share) --------
Comprehensive income $ 22,476
=========
Balance, February 27, 2005 $ 4,605 449,213 $ (3,441)
======= ======== =========
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Fiscal Year Ended
February 27, February 29, March 2,
2005 2004 2003
Cash flows from operating activities:
Net earnings (loss) $21,605 $(3,852) $(50,759)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation and amortization 10,202 11,978 17,973
Loss (gain) on sale of fixed assets 35 (511) -
Gain from insurance settlement (4,745)
Proceeds from insurance settlement 5,816
Charge for impairment of fixed assets - - 50,255
Non-cash restructuring charges - - 2,150
Non-cash impairment charges related
to discontinued operations - 21,348 -
Gain on sale of DPI - - (3,170)
Provision for doubtful accounts
receivable 66 109 184
Provision for deferred income taxes (55) 515 (1,541)
Other, net - - (25)
Changes in operating assets and liabilities:
Accounts receivable 596 (6,082) 3,478
Inventories (3,553) 86 535
Prepaid expenses and other current assets 437 1,287 (719)
Other assets and liabilities (2,164) (57) 17
Accounts payable 91 2,851 430
Accrued liabilities (4,051) 4,441 (6,835)
Income taxes payable 3,423 217 4,216
Net cash provided by operating
activities 27,703 32,330 16,189
Cash flows from investing activities:
Purchases of property, plant and
equipment (3,328) (4,509) (6,468)
Proceeds from sale of DPI - - 5,000
Proceeds from sales of property,
plant and equipment 20 2,094 25
Purchases of marketable securities (66,833) (89,530) (85,211)
Proceeds from sales and maturities
of marketable securities 39,533 83,333 66,104
Net cash used in investing activities (30,608) (8,612) (20,550)
Cash flows from financing activities:
Dividends paid (25,070) (4,739) (4,688)
Proceeds from exercise of stock options 1,555 620 368
Net cash used in financing activities (23,515) (4,119) (4,320)
(Decrease) increase in cash and cash
equivalents before effect of
exchange rate changes (26,420) 19,599 (8,681)
Effect of exchange rate changes on
cash and cash equivalents 502 371 1,208
(Decrease) increase in cash and cash
equivalents (25,918) 19,970 (7,473)
Cash and cash equivalents, beginning
of year 111,989 92,019 99,492
Cash and cash equivalents, end of year $ 86,071 $111,989 $92,019
See notes to consolidated financial statements.
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended February 27, 2005
(In thousands, except share, per share and option amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Park Electrochemical Corp. ("Park"), through its
subsidiaries (collectively, the "Company"), is a global advanced
materials company which develops and manufactures high-technology
digital and RF/microwave printed circuit materials and advanced
composite materials for the electronics, military, aerospace,
wireless communication, specialty and industrial markets. The
Company's multilayer printed circuit board materials include
copper-clad laminates and prepregs. Multilayer printed circuit
boards and interconnection systems are used in virtually all
advanced electronic equipment to direct, sequence and control
electronic signals between semiconductor devices and passive
components.
a. Principles of Consolidation - The consolidated
financial statements include the accounts of Park and
its subsidiaries. All significant intercompany balances
and transactions have been eliminated.
b. Reclassifications - The accompanying consolidated
financial statements for the prior fiscal years contain
certain reclassifications to conform with the
presentation used in the fiscal year ended February 27,
2005. The reclassification of prior year balances
included $18,000 of auction rate securities previously
classified as cash equivalents to marketable
securities. The Company has classified any investment
in auction rate securities for which the underlying
security had a maturity greater than three months as
marketable securities on the balance sheet and has
included the purchases, sales and maturities of such
investments as marketable securities in the
accompanying consolidated statement of cash flows.
c. Use of Estimates - The preparation of financial
statements in conformity with generally accepted
accounting principles requires management to make
estimates and assumptions that affect the amounts
reported in the financial statements and accompanying
notes. Actual results may differ from those estimates.
d. Accounting Period - The Company's fiscal year is the 52
or 53 week period ending the Sunday nearest to the last
day of February. The 2005, 2004 and 2003 fiscal years
ended on February 27, 2005, February 29, 2004, and
March 2, 2003 respectively. Fiscal years 2005, 2004 and
2003 each consisted of 52 weeks.
e. Marketable Securities - All marketable securities are
classified as available-for-sale and are carried at
fair value, with the unrealized gains and losses, net
of tax, included in comprehensive income (loss).
Realized gains and losses, amortization of premiums and
discounts, and interest and dividend income are
included in other income. The cost of securities sold
is based on the specific identification method. The
Company has classified any investment in auction rate
securities for which the underlying security had a
maturity greater than three months as marketable
securities.
f. Inventories - Inventories are stated at the lower of cost
(first-in, first-out method) or market. The Company writes
down its inventory for estimated obsolescence or
unmarketability based upon the age of the inventory and
assumptions about future demand for the Company's
products and market conditions.
g. Revenue Recognition - Sales revenue is recognized at the
time title is transferred to a customer. All material sales
transactions are for the shipment of manufactured prepreg and
laminate products and advanced composite materials. The Company
ships its products to customers based upon firm orders, with
fixed selling prices, when collection is reasonably assured.
h. Sales Allowances and Product Warranties - The Company
provides for the estimated costs of sales allowances at the time
such costs can be reasonably estimated. The Company's products
are made to customer specifications and tested for adherence to
such specifications before shipment to customers. There are no
future performance requirements other than the products' meeting
the agreed specifications. The Company's bases for providing
sales allowances for returns are known situations in which
products may have failed due to manufacturing defects in the
products supplied by the Company. The Company is focused on
manufacturing the highest quality printed circuit and advance
composite materials possible and employs stringent
manufacturing process controls and works with raw material
suppliers who have dedicated themselves to complying with the
Company's specifications and technical requirements. The amounts
of returns and allowances resulting from defective or damaged
products have been approximately 1.0% of sales for each of the
Company's last three fiscal years.
i. Allowance for Bad Debts - The Company maintains allowances
for doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments. If the
financial condition of the Company's customers were to
deteriorate, resulting in an impairment of their ability
to make payments, additional allowances may be required.
j. Valuation of Long-lived Assets - The Company assesses the
impairment of long-lived assets whenever events or changes in
circumstances indicate that the carrying value of such assets may
not be recoverable. Important factors that could trigger an
impairment review include, but are not limited to, significant
negative industry or economic trends and significant changes in
the use of the Company's assets or strategy of the overall
business.
k. Shipping Costs - The amounts paid to third-party shippers
for transporting products to customers are classified as selling
expenses. The shipping costs included in selling, general and
administrative expenses were approximately $4,659, $5,296 and
$4,200 for fiscal years 2005, 2004 and 2003, respectively.
l. Depreciation and Amortization - Depreciation and
amortization are computed principally by the straight-line method
over the estimated useful lives. Machinery and equipment are
generally depreciated over 10 years. Building and leasehold
improvements are depreciated over 30 years or the term of the
lease, if shorter.
m. Income Taxes - Deferred income taxes are provided for
temporary differences in the reporting of certain items,
primarily depreciation, for income tax purposes as compared with
financial accounting purposes.
United States ("U.S.") Federal income taxes have not
been provided on the undistributed earnings
(approximately $135,400 at February 27, 2005) of the
Company's foreign subsidiaries, because it is
management's practice and intent to reinvest such
earnings in the operations of such subsidiaries.
n. Foreign Currency Translation - Assets and liabilities
of foreign subsidiaries using currencies other than the
U.S. dollar as their functional currency are translated
into U.S. dollars at fiscal year-end exchange rates,
and income and expense items are translated at average
exchange rates for the period. Gains and losses
resulting from translation are recorded as currency
translation adjustments in comprehensive income.
The Company enters into foreign currency exchange
contracts to manage its exposure to currency rate
fluctuations on certain sales, purchases and inter-
company transactions. These types of exchange contracts
generally qualify for accounting as designated hedges.
The realized and unrealized gains and losses on
qualified contracts are deferred and included as
components of the related transactions. Any contracts
that do not qualify as hedges for accounting purposes
are marked to market with the resulting gains and
losses recognized in other income or expense.
o. Cash and Cash Equivalents - The Company considers all
money market securities and investments with
contractual maturities at the date of purchase of 90
days or less to be cash equivalents.
Supplemental cash flow information:
Fiscal Year
2005 2004 2003
Cash paid during the year for:
Income taxes (refunded) paid (1,124) 2,248 (6,278)
p. Stock-based Compensation - The Company implemented the
disclosure provisions of Statement of Financial
Accounting Standards (SFAS) No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure",
in the fourth quarter of fiscal year 2003. This
statement amended the disclosure provisions of FASB
Statement No. 123, "Accounting for Stock Based
Compensation", to require prominent disclosure of the
effect on reported net income of an entity's accounting
policy decisions with respect to stock-based employee
compensation and amended APB Opinion No. 28, "Interim
Financial Reporting", to require disclosure of those
effects in interim financial information.
As of February 27, 2005, the Company had two fixed
stock incentive plans which are more fully described in
Note 7. All options under the stock plans had an
exercise price equal to the market value of the
underlying common stock on the date of grant. The
Company continues to apply Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25), and related interpretations for
the plans. If compensation costs of the grants had been
determined based upon the fair market value at the
grant dates consistent with the FASB No. 123
"Accounting for Stock-Based Compensation", the
Company's net income (loss) and earnings (loss) per
share would have approximated the amounts shown below.
The weighted fair value for options was estimated at
the dates of grants using the Black-Scholes option-
pricing model to be $8.41 for fiscal year 2005, $8.69
for fiscal year 2004 and $12.81 for fiscal year 2003,
with the following weighted average assumptions: risk
free interest rate of 4.0% for fiscal years 2005, 2004
and 2003; expected volatility factors of 38%-46%, 49%-
54% and 58% for fiscal years 2005, 2004 and 2003,
respectively; expected dividend yield of 1.6% for
fiscal year 2005 and 1.0% for fiscal years 2004 and
2003; and estimated option lives of 4.0 years for
fiscal years 2005, 2004 and 2003.
2005 2004 2003
Net earnings (loss) $21,605 $(3,852) $(50,759)
Deduct: Total stock-based
employee compensation
determined under fair value
based method for all awards,
net of tax effects (1,803) (1,846) (1,928)
Pro forma net earnings (loss) $19,802 $(5,698) $(52,687)
======== ======== =========
EPS-basic as reported $ 1.09 $ (0.20) $ (2.58)
EPS-basic pro forma $ 1.00 $ (0.29) $ (2.68)
EPS-diluted as reported $ 1.08 $ (0.19) $ (2.58)
EPS-diluted pro forma $ 0.97 $ (0.29) $ (2.68)
2. MARKETABLE SECURITIES
The following is a summary of available-for-sale securities:
Gross Gross
Unrealized Unrealized Estimated
Gains Losses Fair Value
February 27, 2005:
U.S. Treasury and other
government securities $ 11 $ 932 $ 64,265
U.S. corporate debt securities - - 39,151
Total debt securities 11 932 103,416
Equity securities 86 - 91
---- ------ -------
$ 97 $ 932 $103,507
==== ====== ========
February 29, 2004:
U.S. Treasury and other
government securities $116 $ 18 $ 56,091
U.S. corporate debt securities 8 - 21,030
Total debt securities 124 18 77,121
Equity securities 71 - 76
---- ------ -------
$195 $ 18 $77,197
==== ====== =======
The gross realized gains on the sales of securities were $4,
$40 and $6 for fiscal years 2005, 2004 and 2003,
respectively, and he gross realized losses were $13, $21,
and $17 for fiscal years 2005, 2004 and 2003, respectively.
The amortized cost and estimated fair value of the debt and
marketable securities at February 27, 2005, by contractual
maturity, are shown below:
Estimated Faor
Value
Due in one year or less $ 37,544
Due after one year through
five years 65,872
103,416
Equity securities 91
$103,507
3. INVENTORIES
February 27, February 29,
2005 2004
Raw materials $ 6,436 $ 4,088
Work-in-process 3,577 2,424
Finished goods 5,068 4,835
Manufacturing supplies 337 360
$15,418 $11,707
4. PROPERTY, PLANT AND EQUIPMENT
February 27. February 29,
2005 2004
Land, buildings and improvements $ 32,631 $ 31,591
Machinery, equipment, furniture
and fixtures 135,863 135,309
168,494 166,900
Less accumulated depreciation
and amortization 105,243 96,331
$ 63,251 $ 70,569
Property, plant and equipment are initially valued at cost.
Depreciation and amortization expense, for continuing
operations, relating to property, plant and equipment was
$10,202, $10,604 and $16,535 for fiscal years 2005, 2004 and
2003, respectively. Pretax charges of $15,349 and $52,248
were recorded in fiscal years 2004 and 2003, respectively,
for the write-downs of abandoned or impaired operating
equipment, including charges of $15,349 and $1,220 for such
years, respectively, related to Dielektra (see Notes 9, 10
and 13 below). The Company has $6,329 of equipment which is
idle, but which the Company intends to utilize in the
future.
5. ACCRUED LIABILITIES
February 27, February 29,
2005 2004
Payroll and payroll related $ 3,816 $ 3,650
Employee benefits 803 2,194
Workers compensation accrual 2,744 2,815
Environmental reserve (Note 15) 2,387 2,389
Restructuring accruals 5,797 6,756
Other 5,019 6,664
$20,566 $24,468
6. INCOME TAXES
The income tax (benefit) provision for continuing operations
includes the following:
Fiscal Year
2005 2004 2003
Current:
Federal $ (585) $ 467 $(3,806)
State and local 170 125 385
Foreign 2,672 1,732 927
2,257 2,324 (2,494)
Deferred:
Federal - - (1,087)
State and local (6) (7) (107)
Foreign (60) 518 (347)
(66) 511 (1,541)
$2,191 $2,835 $(4,035)
The components of income (loss) from continuing operations
before income tax were as follows:
Fiscal Year
2005 2004 2003
United States $ 1,198 $13,758 $(53,185)
Foreign 22,598 18,986 5,286
Earnings (loss) from
continuing operations
before income taxes $23,796 $32,744 $(47,899)
The Company's effective income tax rate differs from the
statutory U.S. Federal income tax rate as a result of the
following:
Fiscal Year
2005 2004 2003
Statutory U.S. Federal tax rate 35.0% 35.0% 35.0%
State and local taxes, net of
Federal benefit 0.5 0.3 (0.4)
Foreign tax rate differentials (20.2) (11.9) 1.4
Valuation allowance (8.0) 1.9 -
Impairment of deferred tax
assets - - (28.1)
Other, net 1.9 (16.6) 0.5
9.2% 8.7% 8.4%
The Company had total net operating loss carry-forwards from
continuing operations of approximately $22,100 and $15,700
in fiscal years 2005 and 2004, respectively. Approximately
$8,200 of the total net operating loss carry-forwards
related to U.S. operations and approximately $13,900 of the
total carry-forwards related to foreign operations in fiscal
year 2005, and approximately $2,900 of the total net
operating loss carry-forwards related to U.S. operations and
$12,800 of the total carry-forwards related to foreign
operations in fiscal year 2004. In fiscal years 2005 and
2004, the Company had net operating loss carry-forwards from
discontinued operations of $0 and $76,400, respectively.
Long term deferred tax assets resulting from these net
operating loss carry-forwards from continuing operations
were valued at $0 at February 27, 2005 and February 29,
2004, respectively. Long term deferred tax assets resulting
from discontinued operations were valued at $0 at February
27, 2005 and February 29, 2004, net of valuation reserves of
$0 and $32,598, respectively.
Approximately $690 of the foreign net operating loss carry-
forwards expire in fiscal year 2007, approximately $4,000 of
U.S. net operating loss carry-forwards expire in fiscal year
2024, approximately $4,100 of U.S. net operating loss carry-
forwards expire in fiscal year 2025, and the remainder have
no expiration.
The U.S. net operating loss carry-forwards include $2,000
and $1,000 of cumulative deductions relating to the taxable
disposition of incentive stock options during fiscal years
2005 and 2004, respectively. In the event that the Company
can utilize its U.S. net operating loss carry-forwards the
tax benefit relating to these deductions will be credited to
additional paid-in capital.
Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts for income tax purposes. At February 27, 2005 and
February 29, 2004, the Company did not have any current
deferred tax assets. Significant components of the Company's
long-term deferred tax liabilities and assets as of February
27, 2005 and February 29, 2004 from continuing operations
were as follows:
2005 2004
Deferred tax liabilities:
Depreciation $ 2,340 $ 2,929
Other, net 2,702 2,178
Total deferred tax liabilities 5,042 5,107
Deferred tax assets:
Impairment of fixed assets 5,900 9,210
Net operating loss carry-forwards 6,745 6,347
Other, net 5,567 6,007
Total deferred tax assets 18,212 21,564
Valuation allowance for deferred
tax assets (18,212) (21,564)
Net deferred tax assets - -
Net deferred tax liabilities $ 5,042 $ 5,107
7. STOCKHOLDERS' EQUITY
a. Stock Options - Under the 1992 Stock Option Plan
approved by the Company's stockholders, directors and
key employees may have been granted options to purchase
shares of common stock of the Company exercisable at
prices not less than the fair market value at the date
of grant. Options became exercisable 25% one year from
the date of grant, with an additional 25% exercisable
each succeeding anniversary of the date of grant, and
expire ten years from the date of grant. Options to
purchase a total of 2,625,000 shares of common stock
were authorized for grant under such Plan. The
authority to grant additional options under the Plan
expired on March 24, 2002.
Under the 2002 Stock Option Plan approved by the
Company's stockholders, directors and key employees may
be granted options to purchase shares of common stock
of the Company exercisable at prices not less than the
fair market value at the date of grant. Options become
exercisable 25% one year from the date of grant, with
an additional 25% exercisable each succeeding
anniversary of the date of the grant, and expire ten
years from the date of grant. Options to purchase a
total of 900,000 shares of common stock were authorized
for grant under such Plan.
Information with respect to options follows:
Range Weighted
of Average
Exercise Outstanding Exercise
Prices Options Price
Balance, March 3, 2002 $ 4.67 - $43.63 1,243,707 $ 9.56
Granted 14.12 - 29.05 231,800 28.04
Exercised 4.67 - 16.54 (43,398) 13.06
Cancelled 12.21 - 43.63 (66,747) 28.29
Balance, March 2, 2003 $ 4.92 - $43.63 1,365,362 $18.92
Granted 19.95 - 29.17 194,275 20.42
Exercised 4.92 - 24.08 (121,837) 8.18
Cancelled 14.12 - 43.63 (41,147) 23.95
Balance, February 29, 2004 $ 8.75 - $43.63 1,396,653 $19.91
Granted 19.89 - 23.41 183,900 22.86
Exercised 8.75 - 29.05 (152,327) 13.04
Cancelled 12.21 - 43.63 (144,407) 23.89
Balance, February 27, 2005 12.21 - $43.63 1,283,819 $20.71
Exercisable February 27,2005 $12.21 - $43.63 864,013 $19.37
The following table summarizes information concerning
currently outstanding and exercisable options.
Options Outstanding Options Exercisable
- ---------------------------------------------------------- --------------------
Weighted
Number Average Weighted Weighted
of Remaining Average Number of Average
Range of Options Contractual Exercise Options Exercise
Exercise Prices Outstanding Life in Years Price Exercisable Price
- ---------------- ----------- ------------- -------- ----------- --------
12.21 - 19.99 711,210 4.5 16.64 588,925 15.95
22.62 - 43.63 572,600 7.38 25.76 275,088 26.68
--------- -------
1,283,819 864,013
Stock options available for future grant under the 2002
stock option plan at February 27, 2005 and February 29, 2004
were 565,885 and 705,725, respectively.
b. Stockholders' Rights Plan - On February 2, 1989, the
Company adopted a stockholders' rights plan designed
to protect stockholder interests in the event the
Company is confronted with coercive or unfair takeover
tactics. Under the terms of the plan, as amended on
July 12, 1995, each share of the Company's common
stock held of record on February 15, 1989 or issued
thereafter received one right (subsequently adjusted
to two thirds (2/3) of one right in connection with
the Company's three-for-two stock split in the form of
a stock dividend distributed November 8, 2000 to
stockholders of record on October 20, 2000). In the
event that a person has acquired, or has the right to
acquire, 15% (25% in certain cases) or more of the
then outstanding common stock of the Company (an
"Acquiring Person") or tenders for 15% or more of the
then outstanding common stock of the Company, such
rights will become exercisable, unless the Board of
Directors otherwise determines. Upon becoming
exercisable as aforesaid, each right will entitle the
holder thereof to purchase one one-hundredth of a
share of Series A Preferred Stock for $75, subject to
adjustment (the "Purchase Price"). In the event that
any person becomes an Acquiring Person, each holder of
an unexercised exercisable right, other than an
Acquiring Person, shall have the right to purchase, at
a price equal to the then current Purchase Price, such
number of shares of the Company's common stock as
shall equal the then current Purchase Price divided by
50% of the then market price per share of the
Company's common stock. In addition, if after a person
becomes an Acquiring Person, the Company engages in
any of certain business combination transactions as
specified in the plan, the Company will take all
action to ensure that, and will not consummate any
such business combination unless, each holder of an
unexercised exercisable right, other than an Acquiring
Person, shall have the right to purchase, at a price
equal to the then current Purchase Price, such number
of shares of common stock of the other party to the
transaction for each right held by such holder as
shall equal the then current Purchase Price divided by
50% of the then market price per share of such other
party's common stock. The Company may redeem the
rights for a nominal consideration at any time prior
to such time as any person becomes an Acquiring
Person, and after any person becomes an Acquiring
Person, but before any person becomes the beneficial
owner of 50% or more of the outstanding common stock
of the Company, the Company may exchange all or part
of the rights for shares of the Company's common stock
at a one-for-one exchange ratio. Unless redeemed,
exchanged or exercised earlier, all rights expire on
July 12, 2005.
c. Reserved Common Shares - At February 27, 2005,
1,849,704 shares of common stock were reserved for
issuance upon exercise of stock options.
d. Accumulated Other Comprehensive Income - Accumulated
balances related to each component of other
comprehensive income were as follows:
February 27, February 29,
2005 2004
Currency translation adjustment $5,148 $3,619
Unrealized gains on investments (543) 115
Accumulated balance $4,605 $3,734
8. EARNINGS (LOSS) PER SHARE
The following table sets forth the calculation of basic and
diluted earnings (loss) per share for the last three fiscal
years:
2005 2004 2003
Earnings (loss) from
continuing operrations $ 21,605 $29,909 $ (43,864)
Loss from discontinued
operations - (33,761) (6,895)
Net earnings (loss) $21,605 $(3,852) $ (50,759)
Weighted average common shares
outstanding for bsic EPS 19,879,278 19,754,000 19,674,000
Net effect of dilutive
options 195,741 237,000 *
Weighted average shares
outstanding for diluted EPS 20,075,019 19,991,000 19,674,000
Basic earnings (loss) per share:
Earnings (loss) from
continuing operations $1.09 $ 1.51 $(2.23)
Loss from discontinued
operations, net of tax - (1.71) (0.35)
Basic earnings (loss) per share $1.09 $(0.20) $(2.58)
Diluted earnings (loss) per share:
Earnings (loss) from
continuing operations $1.08 $ 1.50 $(2.23)
Loss from discontinued
operations, net of tax - (1.69) (0.35)
Diluted earnings (loss)
per share $1.08 $(0.19) $(2.58)
*For the fiscal year 2003 the effect of employee stock options was
not considered because it was antidilutive.
Common stock equivalents, which were not included in the
computation of diluted loss per share because either the
effect would have been antidilutive or the options' exercise
prices were greater than the average market price of the
common stock, were 99,447, 151,585, and 865,287 for the
fiscal years 2005, 2004, 2003, respectively.
9. DISCONTINUED OPERATIONS and PENSION LIABILITY
a. Discontinued Operations - On February 4, 2004, the Company
announced that it was discontinuing its financial support of its
Dielektra GmbH ("Dielektra") subsidiary located in Cologne,
Germany, due to the continued erosion of the European market for
the Company's high technology products. Without Park's financial
support, Dielektra filed an insolvency petition, which may result
in the reorganization, sale or liquidation of Dielektra. In
accordance with SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", Dielektra is treated as a
discontinued operation. As a result of the discontinuation of
financial support for Dielektra, the Company recognized an
impairment charge of $22,023 for the write-off of Dielektra
assets and other costs during the fourth quarter of the 2004
fiscal year. The income tax provision for discontinued operations
was $0 and $150 for fiscal years 2004 and 2003, respectively. The
liabilities from discontinued operations totaling $17,251 and
$19,438 at February 27, 2005 and February 29, 2004, respectively,
are reported separately in the Consolidated Balance Sheet. These
liabilities from discontinued operations included $12,094 for
Dielektra's deferred pension liability. The Company expects to
recognize a gain of approximately $17 million related to the
reversal of these liabilities when the Dielektra insolvency
process is completed, although it is unclear when the process
will be completed. In addition to the impairment charge described
above recognized in the 2004 fiscal year, the losses from
operations of $5,596 and $6,142 for termination and other costs
related to Dielektra, recorded in the first quarter of the 2004
fiscal year, have been included in discontinued operations in the
Consolidated Statements of Operations in the periods in which
they occurred. At the time of the discontinuation of support for
Dielektra, $5,539 of the $6,142 of termination and other costs
had been paid and the remaining $603 was included in liabilities
from discontinued operations in the Consolidated Balance Sheet.
Dielektra's net sales and operating results for each of the
three fiscal years ended February 27, 2005, February 29,
2004, and March 2, 2003, and assets and liabilities of
discontinued operations at February 27, 2005 and February
29, 2004 were as follows:
Fiscal Year
2005 2004 2003 __ __
Net sales $ - $14,429 $21,198
Operating loss - (5,596) (5,675)
Restructuring and
impairment charges - 28,165 1,220
Net loss $ - $(33,761) $(6,895)
)
February 27, February 29,
2005 2004
Current assets $ - $ -
Fixed assets - -
Total assets - -
Current and other liabilities 5,157 7,344
Pension liabilities 12,094 12,094
Total liabilities 17,251 19,438
Net liabilities $(17,251) $(19,438)
b. Pension Liability - The pension information provided below
relates to the Company's subsidiary, Dielektra. As described
above, the Company discontinued its financial support of
Dielektra during the fiscal year 2004 fourth quarter and,
accordingly, has included the $12,094 pension liability as
determined as of February 29, 2004 in liabilities from
discontinued operations, which represents the latest information
available to the Company.
Net pension costs included the following components:
Fiscal Year
Changes in Benefit Obligations 2004
Benefit obligation at beginning of year $ 10,991
Service cost 58
Interest cost 661
Actuarial loss (gain) (558)
Currency translation (gain)loss 1,707
Benefits paid (765)
Payment for annuities -
Benefit obligation at end of year $ 12,094
Changes in Plan Assets
Fair value of plan assets at
beginning of year $ -
Actual return on plan assets -
Employer contributions 764
Benefits paid (764)
Payment for annuities -
Administrative expenses paid -
Fair value of plan assets $ -
Under funded status $(12,094)
Unrecognized net loss -
Net accrued pension cost $(12,094)
Service cost - benefits earned
during the period $ 58 $ 94
Interest cost on projected
benefit obligation 661 571
Expected return on plan assets - -
Amortization of unrecognized loss 18 55
Recognized net actuarial loss - -
Effect of curtailment - -
Net periodic pension cost $737 $720
Fiscal Year
2004 2003
Projected benefit obligation $12,094 $10,991
Accumulated benefit obligation 12,094 10,991
Plan assets - -
The projected benefit obligation for the plan was determined
using assumed discount rates of 5.75% for fiscal year 2004.
Projected wage increases of 2.6% were also assumed for
fiscal year 2004.
10. RESTRUCTURING AND SEVERANCE CHARGES
During the 2005 fiscal year third quarter ended November 28,
2004, the Company recorded $625 of charges for severance
payments for workforce reductions at its North American and
European volume printed circuit materials operations. These
severance payments were made to employees during the 2005
fiscal year third quarter and there were no remaining
liabilities as of February 27, 2005.
The Company recorded pre-tax charges totaling $8,438 during
the first and second quarters of fiscal year 2004 related to
the realignment of its North America volume printed circuit
materials operations in Newburgh, New York and Fullerton,
California. During the fourth quarter of fiscal year 2004
the Company recorded pretax charges of $112 related to
workforce reductions in Europe and recovered $81 from sales
of impaired assets related to its European operations. The
components of these charges and the related liability
balances and activity for the year ended February 27, 2005
are set forth below.
Charges 2/27/05
Closure Incurred Remaining
Charges or Paid Reversals Liabilities
New York and California
and other realignment
charges:
Lease payments, taxes,
utilities and other $7,292 $1,495 - $5,797
Severance payments 1,258 1,258 - -
$8,550 $2,753 $ - $5,797
The severance payments were for the termination of hourly
and salaried, administrative, manufacturing and support
employees. Such employees were terminated during the 2004
fiscal year first, second and third quarters. The remaining
liability for severance payments was paid to such employees
during the fiscal year 2005 first quarter. The lease charges
covered one lease obligation payable through December 2004
and a portion of another lease obligation payable through
September 2013.
The Company recorded pre-tax charges of $4,674 and $120 in
the fiscal year 2003 third quarter ended December 1, 2002 in
connection with the closure of its Nelco U.K. manufacturing
facility located in Skelmersdale, England, and severance
costs at a North American business unit. The Company
recorded an $81 gain on the sale of previously written off
equipment during the fourth quarter of fiscal 2004. As of
February 27, 2005, there were no remaining liabilities
relating to these charges recorded during fiscal year 2003.
As a result of the foregoing employee terminations and other
less significant employee terminations in connection with
business contractions and in the ordinary course of business
and substantial numbers of employee resignations and
retirements in the ordinary course of business, the total
number of employees employed by the Company declined to
approximately 1,000 as of February 27, 2005, approximately
1,200 as of February 29, 2004, and approximately 1,400 as of
March 2, 2003.
11. GAIN ON INSURANCE SETTLEMENT
In the 2005 fiscal year third quarter, the Company settled
an insurance claim for damages sustained by the Company in
Singapore as the result of an explosion that occurred in
November 2002 in one of the four treaters located at its
Nelco manufacturing facility in Singapore. During the 2005
fiscal year third quarter, the Company received $5,816
related to this insurance claim. The proceeds represent
reimbursement for assets destroyed in the accident and for
business interruption losses. As a result, the Company
recognized a $4,745 gain during the third quarter ended
November 28, 2004.
12. SALE OF DIELECTRIC POLYMERS, INC.
On June 27, 2002, the Company sold its Dielectric Polymers,
Inc. ("DPI") subsidiary to Adhesive Applications, Inc. of
Easthampton, Massachusetts. The Company recorded a gain of
$3,170 in its fiscal year 2003 second quarter ended
September 1, 2002 in connection with the sale.
13. ASSET IMPAIRMENT CHARGES
As a result of continuing declines in the Company's North
American business operations and Dielektra's mass lamination
operation, during the fourth quarter of the 2003 fiscal year
the Company reassessed the recoverability of the fixed
assets of those operations based on cash flow projections
and determined that such fixed assets were impaired. In
accordance with Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived
Assets", the carrying values of such assets exceeded their
fair values and were not recoverable. Accordingly, the
Company recorded an impairment charge of $50,255, of which
$1,220 related to Dielektra, in the Company's 2003 fiscal
year fourth quarter to reduce the book values of such fixed
assets to their estimated fair values. The impairment charge
related to Dielektra is included in the loss from
discontinued operations.
14. EMPLOYEE BENEFIT PLANS
a.Profit Sharing Plan - The Company and certain of its
subsidiaries have a non-contributory profit sharing
retirement plan covering their regular full-time employees.
The plan may be modified or terminated at any time, but in
no event may any portion of the contributions revert back to
the Company. The Company's estimated contributions are
accrued at the end of each fiscal year and paid to the plan
in the subsequent fiscal year. The Company's actual
contributions to the plan were $448 and $271 for fiscal
years 2004 and 2003, respectively. The contribution
estimated for fiscal year 2005 has not been paid.
Contributions are discretionary and may not exceed the
amount allowable as a tax deduction under the Internal
Revenue Code.
b.Savings Plan - The Company also sponsors a 401(k) savings
plan, pursuant to which the contributions of employees of
certain subsidiaries were partially matched by the Company
in the amounts of $236, $260 and $442 in fiscal years 2005,
2004 and 2003, respectively.
15. COMMITMENTS AND CONTINGENCIES
a.Lease Commitments - The Company conducts certain of its
operations in leased facilities, which include several
manufacturing plants, warehouses and offices, and land
leases. The leases on facilities are for terms of up to 10
years, the latest of which expires in 2012. Many of the
leases contain renewal options for periods ranging from one
to ten years and require the Company to pay real estate
taxes and other operating costs. The latest land lease
expiration is 2054.
These non-cancelable operating leases have the following
payment schedule.
Fiscal Year Amount
2006 $ 1,873
2007 1,436
2008 1,360
2009 1,232
2010 1,246
Thereafter 4,717
$11,864
Rental expenses, inclusive of real estate taxes and other
costs, were $2,560, $2,659 and $2,948 for fiscal years 2005,
2004 and 2003, respectively.
b. Environmental Contingencies - The Company and certain of its
subsidiaries have been named by the Environmental Protection
Agency (the "EPA") or a comparable state agency under the
Comprehensive Environmental Response, Compensation and
Liability Act (the "Superfund Act") or similar state law as
potentially responsible parties in connection with alleged
releases of hazardous substances at eight sites. In
addition, a subsidiary of the Company has received cost
recovery claims under the Superfund Act from other private
parties involving two other sites and has received requests
from the EPA under the Superfund Act for information with
respect to its involvement at three other sites.
Under the Superfund Act and similar state laws, all parties
who may have contributed any waste to a hazardous waste
disposal site or contaminated area identified by the EPA or
comparable state agency may be jointly and severally liable
for the cost of cleanup. Generally, these sites are
locations at which numerous persons disposed of hazardous
waste. In the case of the Company's subsidiaries, generally
the waste was removed from their manufacturing facilities
and disposed at waste sites by various companies which
contracted with the subsidiaries to provide waste disposal
services. Neither the Company nor any of its subsidiaries
have been accused of or charged with any wrongdoing or
illegal acts in connection with any such sites. The Company
believes it maintains an effective and comprehensive environ
mental compliance program.
The insurance carriers that provided general liability
insurance coverage to the Company and its subsidiaries for
the years during which the Company's subsidiaries' waste was
disposed at these sites have agreed to pay, or reimburse the
Company and its subsidiaries for, 100% of their legal
defense and remediation costs associated with three of these
sites and 25% of such costs associated with another one of
these sites.
The total costs incurred by the Company and its subsidiaries
in connection with these sites, including legal fees
incurred by the Company and its subsidiaries and their
assessed share of remediation costs and excluding amounts
paid or reimbursed by insurance carriers, were approximately
$2, $1 and $131 in fiscal years 2005, 2004 and 2003,
respectively. The recorded liabilities included in accrued
liabilities for environmental matters were $2,387, $2,389
and $4,246 for fiscal years 2005, 2004 and 2003,
respectively. As discussed in Note 9, liabilities from
discontinued operations have been segregated on the
Consolidated Balance Sheet and include $2,121 for
environmental matters related to Dielektra.
Such recorded liabilities do not include environmental
liabilities and related legal expenses for which the Company
has concluded indemnification agreements with the insurance
carriers that provided general liability insurance coverage
to the Company and its subsidiaries for the years during
which the Company's subsidiaries' waste was disposed at
three sites for which certain subsidiaries of the Company
have been named as potentially responsible parties, pursuant
to which agreements such insurance carriers have been paying
100% of the legal defense and remediation costs associated
with such three sites since 1985.
Included in cost of sales are charges for actual
expenditures and accruals, based on estimates, for certain
environmental matters described above. The Company accrues
estimated costs associated with known environmental matters,
when such costs can be reasonably estimated and when the
outcome appears probable. The Company believes that the
ultimate disposition of known environmental matters will not
have a material adverse effect on the liquidity, capital
resources, business or consolidated financial position of
the Company. However, one or more of such environmental mat
ters could have a significant negative impact on the
Company's consolidated financial results for a particular
reporting period.
16. FOREIGN CURRENCY CONTRACTS
Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), as amended by Statement of
Financial Accounting Standards No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging
Activities" requires that all derivative instruments be
recognized on the balance sheet at fair value. In addition,
the standard specifies criteria for designation and
effectiveness of hedging relationships and establishes
accounting rules for reporting changes in the fair value of
a derivative instrument depending on the designated type of
hedge.
The Company is exposed to foreign currency exchange rate
fluctuations in the normal course of business. The Company
uses derivative instruments (forward contracts) to hedge
certain foreign currency exposures as part of its risk
management strategy. The objective is to offset gains and
losses resulting from these exposures with gains and losses
on the derivative contracts used to hedge them, thereby
reducing the volatility of earnings or protecting fair
values of assets and liabilities. The Company does not enter
into any trading or speculative positions with regard to
derivative instruments.
The Company primarily enters into forward contracts, with
maturities of three months or less, designated as cash flow
hedges to protect against the foreign currency exchange rate
risks inherent in its forecasted transactions related to
purchase commitments and sales, denominated in various
currencies. For derivative instruments that are designated
and qualify as cash flow hedges, the effective portion of
the gain or loss on the derivative instrument is initially
recorded in accumulated other comprehensive income as a
separate component of stockholders' equity. Once the hedged
transaction is recognized, the gain or loss is reclassified
into earnings.
At February 27, 2005 and February 29, 2004 the Company had
outstanding foreign exchange contracts in notional amounts
totaling $0 and $4,306, respectively.
17. BUSINESS SEGMENTS
The Company considers itself to operate in one business
segment. The Company's printed circuit materials products
are marketed primarily to leading independent printed
circuit board fabricators, electronic manufacturing service
companies, electronic contract manufacturers and major
electronic original equipment manufacturers ("OEMs") located
throughout North America, Europe and Asia. The Company's
advanced composite materials customers, the majority of
which are located in the United States, include OEMs,
independent firms and distributors in the electronics,
aerospace and industrial industries.
Sales are attributed to geographic region based upon the
region from which the materials were shipped to the
customer. Sales between geographic regions were not
significant.
Financial information regarding the Company's continuing
operations by geographic region follows:
Fiscal Year
2005 2004 2003
United States $117,109 $106,080 $117,889
Europe 34,198 31,982 32,322
Asia 59,880 56,174 45,367
Total sales $211,187 $194,236 $195,578
United States $ 32,610 $ 38,549 $ 44,425
Europe 10,856 10,969 25,373
Asia 20,183 21,470 21,159
Total long-lived assets $ 63,649 $ 70,988 $ 90,957
18. CUSTOMER AND SUPPLIER CONCENTRATIONS
a. Customers - Sales to Sanmina Corporation were 13.7%, 16.3%
and 19.1% of the Company's total worldwide sales from its
continuing operations for fiscal years 2005, 2004 and 2003,
respectively. Sales to Tyco Printed Circuit Group L.P. were
12.3%, 12.2% and 11.0% of the Company's total worldwide sales
from its continuing operations for fiscal years 2005, 2004 and
2003. Sales to Multilayer Technology, Inc. were 9.5%, 9.7% and
11.1% of the Company's total worldwide sales from its continuing
operations for fiscal years 2005, 2004 and 2003, respectively.
While no other customer accounted for 10% or more of the
Company's total worldwide sales from its continuing
operations in fiscal years 2005, 2004 and 2003, and the
Company is not dependent on any single customer, the loss of
a major printed circuit materials customer or of a group of
customers could have a material adverse effect on the
Company's business and results of operations.
b.Sources of Supply - The principal materials used in the
manufacture of the Company's high-technology printed circuit
materials and advanced composite materials products are
specially manufactured copper foil, fiberglass cloth and
synthetic reinforcements, and specially formulated resins
and chemicals. Although there are a limited number of
qualified suppliers of these materials, the Company has
nevertheless identified alternate sources of supply for each
of such materials. While the Company has not experienced
significant problems in the delivery of these materials and
considers its relationships with its suppliers to be strong,
a disruption of the supply of material from a principal
supplier could adversely affect the Company's business.
Furthermore, substitutes for these materials are not readily
available and an inability to obtain essential materials, if
prolonged, could materially adversely affect the Company's
business.
19. GAIN ON DELCO LAWSUIT
The United States District Court for the District of Arizona
entered final judgment in favor of the Company's subsidiary,
Nelco Technology, Inc. ("NTI"), in its lawsuit against Delco
Electronics Corporation, a subsidiary of Delphi Automotive
Systems Corporation ("Delco"), on NTI's claim for breach of
the implied covenant of good faith and fair dealing. As a
result, the Company received a net amount of $33,088 from
Delco on July 1, 2003 in satisfaction of the judgment.
20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarter
First Second Third Fourth
(In thousands, except per share amounts
Fiscal 2005:
Net sales $58,518 $51,098 $50,359 $ 51,212
Gross profit 13,712 9,418 9,840 10,280
Net earnings 6,021 2,947 7,692 4,945
Basic earnings per share:
Net earnings per share $0.30 $0.15 $0.39 $0.25
Diluted earnings per share:
Net earnings per share $0.30 $0.15 $0.38 $0.25
Weighted average common
shares outstanding:
Basic 19,810 19,8855 19,901 19,920
Diluted 20,068 20,112 20,061 20,058
Fiscal 2004:
Net sales $44,323 $43,566 $51,058 $ 55,289
Gross profit 4,623 5,919 9,764 12,394
(Loss) earnings from
continuing operations (1,644) 20,982 2,823 7,748
Loss from discontinued (6,807) (1,944) (1,838) (23,172)
Net (loss) earnings (8,451) 19,038 985 (15,424)
Basic (loss) earnings per share:
(Loss) earnings from
continuing operations $(0.08) $1.06 $0.14 $ 0.39
Loss from discontinued
operations $(0.35) $(0.10) $(0.09) $ (1.17)
Net (loss) earnings per share $(0.43) $ 0.96 $ 0.05 $ (0.78)
Diluted (loss) earnings per share:
(Loss) earnings from
continuing operations $(0.08) $ 1.05 $ 0.14 $ 0.38
Loss from discontinued
operations $(0.35) $(0.10) $(0.09) $ (1.14)
Net (loss) earnings per
share $(0.43) $ 0.95 $ 0.05 $ (0.76)
Weighted average common
shares outstanding:
Basic 19,709 19,759 19,764 19,783
Diluted 19,709 19,943 20,083 20,167
Earnings (loss) per share are computed separately for each
quarter. Therefore, the sum of such quarterly per share
amounts may differ from the total for the years.
21.RECENTLY ISSUED ACCOUNTING PROUNOUNCEMENTS
In December 2004, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards
No. 123(R), "Share-Based Payment" ("SFAS 123R"), which
replaces SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), and supersedes Accounting
Principle Board Opinion No. 25 ("APB 25"), "Accounting for
Stock Issued to Employees". SFAS 123R requires all share-
based payments to employees, including grants of employee
stock options, to be recognized in the financial statements
based on their fair values for fiscal years beginning after
June 15, 2005 (as delayed by the Securities and Exchange
Commission), with early adoption encouraged. For years
beginning after June 15, 2005, the pro forma disclosures
previously permitted under SFAS 123 will no longer be an
alternative to financial statement recognition. Under SFAS
123R, a determination must be made regarding the appropriate
fair value model to be used for valuing share-based payments,
the amortization method for compensation cost and the
transition method to be used at date of adoption. SFAS 123R
permits a prospective application or two modified versions of
retrospective application under which financial statements
for prior periods are adjusted on a basis consistent with the
pro forma disclosures required for those periods by the
original SFAS 123. The Company is required to adopt of SFAS
123R in the first quarter of fiscal year 2007, at which time
the Company will begin recognizing an expense for all
unvested share-based compensation that has been issued. Under
the retrospective options, prior periods may be restated
either as of the beginning of the year of adoption or for all
periods presented. The Company has not yet finalized its
decision concerning the transition option it will utilize to
adopt SFAS 123R and is in the process of evaluating the
impact of FAS 123R on its financial statements.
In November 2004, the FASB issued Statement of Financial
Accounting Standards No. 151 ("SFAS 151"), "Inventory Costs,
and an amendment of Accounting Research Bulletin No. 43
Chapter 4". SFAS 151 requires all companies to recognize a
current-period charge for abnormal amounts of idle facility
expense, freight, handling costs and wasted materials. SFAS
151 also requires that the allocation of fixed production
overhead to the costs of conversion be based on the normal
capacity of the production facilities. SFAS 151 will be
effective for fiscal years beginning after June 15, 2005. The
Company is currently evaluating the effect that the
accounting change will have on its financial position and
results of operations.
In October 2004, the American Jobs Creation Act of 2004 (the
"Act") was signed into law. The Act provides tax relief to
U.S. domestic manufacturers. The FASB directed its staff to
issue Financial Staff Position (FSP) FAS 109-1, "Application
of FASB Statement No. 109" ("SFAS 109"), "Accounting for
Income Taxes, for the Tax Deduction Provided to U.S. Based
Manufacturers by the American Jobs Creation Act of 2004"
("FSP FAS 109"). FSP FAS 109-1 states that a manufacturer's
deduction provided for under the Act should be accounted for
as a special deduction in accordance with SFAS 109 and not as
a tax rate reduction. The special deduction should be
considered by a company in measuring deferred taxes when the
company is subject to graduated tax rates, and in assessing
whether a valuation allowance is necessary as required by
SFAS 109. The adoption of FSP FAS 109-1 did not have a
material impact on our results of operations or financial
position for fiscal 2005.
In September 2004, the Emerging Issues Task Force issued
Statement No. 04-10, "Applying Paragraph 19 of Statement of
Financial Accounting Standard No. 131 in Determining Whether
to Aggregate Operating Segments That Do Not Meet the
Quantitative Thresholds", ("EITF 04-10"). EITF 04-10 gives
guidance to companies on issues to consider in determining
the aggregation criteria and guidance from paragraphs 17 and
19 of SFAS 131,"Disclosures about Segments of an Enterprise
and Related Information". Specifically, whether operating
segments must always have similar economic characteristics
and meet a majority of the remaining five aggregation
criteria, items (a)-(e), listed in paragraph 17 of SFAS 131,
or whether operating segments must meet a majority of all six
aggregation criteria (that is, the five aggregation criteria,
items (a)-(e), listed in paragraph 17 and similar economic
characteristics), in determining the appropriate segment
reporting disclosures. The FASB has issued FASB Staff
Position FSP FAS 131a for public comment. The final FSP is
expected to be issued during calendar year 2005. The Company
is in the process of assessing the impact that EITF 04-10 and
the proposed FSP FAS 131a will have on its financial
statement disclosures.
22. SUBSEQUENT EVENT
On May 12, 2005, the Company announced that it was reducing
the size of the workforce at its Neltec Europe SAS subsidiary
in Mirebeau, France, from 138 employees to 103 employees, as
a result of the further deterioration of the European market
for high-technology printed circuit materials. The Company
expects to record a one-time termination benefits charge of
approximately $1 million during the 2006 fiscal year first
quarter ending May 29, 2005. The payment of these termination
benefits is expected to be substantially completed by the end
of the 2006 fiscal year second quarter ending August 28,
2005.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
(a) Disclosure Controls and Procedures.
The Company's management, with the participation of the
Company's Chief Executive Officer and Chief Financial Officer,
has evaluated the effectiveness of the Company's disclosure
controls and procedures (as such term is defined in Rules 13a-
15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of February 27, 2005, the end of
the fiscal year covered by this annual report. Based on such
evaluation, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such
fiscal year, the Company's disclosure controls and procedures are
effective in recording, processing, summarizing and reporting, on
a timely basis, information required to be disclosed by the
Company in the reports that it files or submits under the
Exchange Act and are effective in ensuring that information
required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated and
communicated to the Company's management, including the Company's
Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
(b) Managements Annual Report on Internal Control Over Financial
Reporting.
The management of the Company is responsible for
establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. The Company's internal control over
financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles in the
United States of America. The Company's internal control over
financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company, (ii) provide
reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company,
and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use of disposition
of the Company's assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal
control over financial reporting as of February 27, 2005. In
making this assessment, management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control-Integrated Framework.
Based on management's assessment and those criteria, management
concluded that the Company maintained effective internal control
over financial reporting as of February 27, 2005.
The Company's independent auditor has issued its audit report on
management's assessment of the Company's internal control over
financial reporting. That report appears in Item 9A(c) below.
(c) Attestation Report of the Registered Public Accounting Firm.
Stockholders and Board of Directors of
Park Electrochemical Corp.
We have audited management's assessment, included in the
accompanying Management Report on Internal Control Over Financial
Reporting, that Park Electrochemical Corp. and subsidiaries
maintained effective internal control over financial reporting as
of February 27, 2005, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO
criteria). The Company's management is responsible for
maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control
over financial reporting. Our responsibility is to express an
opinion on management's assessment and an opinion on the
effectiveness of the Company's internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control
over financial reporting, evaluating management's assessment,
testing and evaluating the design and operating effectiveness of
internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use,
or disposition of the company's assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that Park Electrochemical
Corp. and subsidiaries maintained effective internal control over
financial reporting as of February 27, 2005, is fairly stated, in
all material respects, based on the COSO criteria. Also, in our
opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of
February 27, 2005, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheet of the Company as of February 27,
2005, and the related consolidated statements of operations, cash
flows, and stockholders' equity, for the year then ended, and our
report dated April 19, 2005 expressed an unqualified opinion
thereon.
GRANT THORNTON LLP
New York, New York
April 19, 2005
(d) Changes in Internal Control Over Financial Reporting.
There has not been any change in the Company's internal
control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fourth fiscal quarter of the fiscal year to which this report
relates that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.
Item 9B. Other Information.
The Company is not disclosing under this item any
information required to be disclosed on Form 8-K during the
fourth quarter of the year covered by this Form 10-K annual
report, but not reported, whether or not otherwise required by
this Form 10-K.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information called for by this item (except for
information as to the Company's executive officers, which
information appears elsewhere in this Report) is incorporated by
reference to the Company's definitive proxy statement for the
2005 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A.
Item 11. Executive Compensation.
The information called for by this Item is incorporated by
reference to the Company's definitive proxy statement for the
2005 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
The information called for by this Item is incorporated by
reference to the Company's definitive proxy statement for the
2005 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A.
Item 13. Certain Relationships and Related Transactions.
The information called for by this Item is incorporated by
reference to the Company's definitive proxy statement for the
2005 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A.
Item 14. Principal Accountant Fees and Services.
This information called for by this Item is incorporated by
reference to the Company's definitive proxy statement for the
2005 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Page
Reports on Form 8-K.
(a) Documents filed as a part of this Report
(1)Financial Statements:
The following Consolidated Financial
Statements of the Company are included in
Part II, Item 8:
Reports of Grant Thornton LLP and Ernst &
Young LLP, independent auditors 43
Balance Sheets 45
Statements of Operations 46
Statements of Stockholders' Equity 47
Statements of Cash Flows 48
Notes to Consolidated Financial Statements 49
(1-22)
(2)Financial Statement Schedules:
The following additional information should
be read in conjunction with the
Consolidated Financial Statements of the
Registrant described in item 15(a)(1)
above:
Schedule II - Valuation and Qualifying 75
Accounts
All other schedules have been omitted
because they are not applicable or not
required, or the information is included
elsewhere in the financial statements or
notes thereto.
(3)Exhibits:
The information required by this Item
relating to Exhibits to this Report is
included in the Exhibit Index beginning on
page 76 hereof.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: May 13, 2005 PARK ELECTROCHEMICAL CORP.
By:/s/By: /s/ Brian E. Shore
-------------------------------------
Brian E. Shore,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/Brian E. Shore Chairman of the Board,
Brian E. Shore President and Chief Executive
Officer and Director
(principal executive officer) May 13, 2005
/s/Murray O. Stamer Senior Vice President and
Murray O. Stamer Chief Financial Officer
(principal financial and May 13, 2005
accounting officer)
/s/Mark S. Ain
Mark S. Ain Director May 13, 2005
/s/Dale Blanchfield
Dale Blanchfield Director May 13, 2005
/s/Anthony Chiesa
Anthony Chiesa Director May 13, 2005
/s/Lloyd Frank
Lloyd Frank Director May 13, 2005
/s/Steven T. Warshaw
Steven T. Warshaw Director May 13, 2005
Schedule II
Signature Title Date
- --------------------- ----------------------------------------------------- -----------
/s/ Brian E. Shore Chairman of the Board, President and Chief Executive
- --------------------- Officer and Director (principal executive officer) May 8, 2007
Brian E. Shore
/s/ James L. Zerby Vice President and Chief Financial Officer (principal
- --------------------- financial officer) May 8, 2007
James L. Zerby
/s/ Dale Blanchfield Director May 8, 2007
- ---------------------
Dale Blanchfield
/s/ Anthony Chiesa Director May 8, 2007
- ---------------------
Anthony Chiesa
/s/ Lloyd Frank Director May 8, 2007
- ---------------------
Lloyd Frank
/s/ Steven T. Warshaw Director May 8, 2007
- ---------------------
Steven T. Warshaw
72
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Part 1 of 2)
Column C
Additions
Column A Column B
Balance at
Beginning Costs and
Description of Period Expenses Other
DEFERRED INCOME TAX ASSET
VALUATION ALLOWANCE:
52 weeks ended
February 27, 2005 $21,564,000 $ 3,352,000 -
52 weeks ended
February 29, 2004 $18,710,000 $ 2,854,000 -
52 weeks ended
March 2, 2003 $ 3,916,000 $14,794,000
Column C
Column A Column B Additions Column D Column E
- ---------------------------------------------------- ------------ ---------------------------- ------------ ------------
Balance at Balance at
Beginning of Costs and End of
Description Period Expenses Other Reductions Period
- ---------------------------------------------------- ------------ ------------ ------------ ------------ ------------
DEFERRED INCOME TAX ASSET VALUATION ALLOWANCE:
52 weeks ended February 25, 2007 $ 12,445,000 $ 1,286,000 - $ (3,500,000) $ 10,231,000
============ ============ ============ ============
52 weeks ended February 26, 2006 $ 18,212,000 $ (2,840,000) - $ (2,927,000) $ 12,445,000
============ ============ ============ ============
52 weeks ended February 27, 2005 $ 21,564,000 $ (3,352,000) - - $ 18,212,000
============ ============ ============
Column D
Column A Column B Column C Other Column E
- ---------------------------------------------------- ------------ ------------ --------------------------- ------------
Balance at Charged to Accounts Balance at
Beginning of Costs and Written Translation End of
Description Period Expenses Off Adjustment Period
- ---------------------------------------------------- ------------ ------------ ------------ ------------ ------------
(A)
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
52 weeks ended February 25, 2007 $ 1,930,000 $ (623,000) $ (140,000) $ (23,000) $ 1,144,000
============ ============ ============ ============ ============
52 weeks ended February 26, 2006 $ 1,984,000 $ (1,000) $ (26,000) $ (27,000) $ 1,930,000
============ ============ ============ ============ ============
52 weeks ended February 27, 2005 $ 1,845,000 $ 90,000 $ (28,000) $ 77,000 $ 1,984,000
============ ============ ============ ============ ============
Column A Column B Column C
Balance at Charged to
Beginning Cost and
Description of Period Expenses
ALLOWANCE FOR DOUBTFUL
ACCOUNTS:
52 weeks ended
February 27, 2005 $1,845,000 $ 90,000
52 weeks ended
February 29, 2004 $1,893,000 $ 292,000
52 weeks ended
March 2, 2003 $1,817,000 $ 366,000
(A) Uncollectable(A) Uncollectible accounts, net of recoveries.
Schedule II
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
SCHEDULE II
73
EXHIBIT INDEX
-------------
Exhibit
Numbers Description Page
- ------- ----------------------------------------------------------------------- ----
3.1 Restated Certificate of Incorporation, dated March 28, 1989, filed with
the Secretary of State of the State of New York on April 10, 1989, as
amended by Certificate of Amendment of the Certificate of
Incorporation, increasing the number of authorized shares of Common
stock from 15,000,000 to 30,000,000 shares, dated July 12, 1995, filed
with the Secretary of State of the State of New York on July 17, 1995,
and by Certificate of Amendment of the Certificate of Incorporation,
amending certain provisions relating to the rights, preferences and
limitations of the shares of a series of Preferred Stock, date August
7, 1995, filed with the Secretary of State of the State of New York on
August 16, 1995 (Reference is made to Exhibit 3.01 of the Company's
Annual Report on Form 10-K for the fiscal year ended March 3, 2002,
Commission File No. 1-4415, which is incorporated herein by reference.) -
3.2 Certificate of Amendment of the Certificate of Incorporation,
increasing the number of authorized shares of Common Stock from
30,000,000 to 60,000,000 shares, dated October 10, 2000, filed with the
Secretary of State of the State of New York on October 11, 2000
(Reference is made to Exhibit 3.02 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 2, 2003, Commission File No.
1-4415, which is incorporated herein by reference.) ................... -
3.3 Certificate of Amendment of the Certificate of Incorporation, canceling
Series A Preferred Stock of the Company and authorizing a new Series B
Junior Participating Preferred Stock of the Company, dated July 21,
2005, filed with the Secretary of the State of New York on July 21,
2005 (Reference is made to Exhibit 3.1 of the Company's Current Report
on Form 8-K filed on July 21, 2005, Commission File No. 1-4415, which
is incorporated herein by reference) .................................. -
3.4 By-Laws, as amended May 21, 2002 (Reference is made to Exhibit 3.03 of
the Company's Annual Report on Form 10-K for the fiscal year ended
March 3, 2002, Commission File No. 1-4415, which is incorporated herein
by reference.) ........................................................ -
4.1 Rights Agreement, dated as of July 20, 2005, between the Company and
Registrar and Transfer Company, as Rights Agent, relating to the
Company's Preferred Stock Purchase Rights. (Reference is made to
Exhibit 1 to Form 8-A filed on July 21, 2005, Commission File No.
1-4415, which is incorporated herein by reference.) ................... -
10.1 Lease dated December 12, 1989 between Nelco Products, Inc. and James
Emmi regarding real property located at 1100 East Kimberly Avenue,
Anaheim, California and letter dated December 29, 1994 from Nelco
Products, Inc. to James Emmi exercising its option to extend such Lease
(Reference is made to Exhibit 10.01 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 3, 2002, Commission File No.
1-4415, which is incorporated herein by reference.) ................... -
VALUATION AND QUALIFYING ACCOUNTS
(Part 2 of 2)
Column A Column D Column E
Balance at
End of
Description Reductions Period
DEFERRED INCOME TAX
ASSET VALUATION
ALLOWANCE:
52 weeks ended
February 27, 2005
74
Exhibit
Numbers Description Page
- ------- ----------------------------------------------------------------------- ----
10.2 Lease dated December 12, 1989 between Nelco Products, Inc. and James
Emmi regarding real property located at 1107 East Kimberly Avenue,
Anaheim, California and letter dated December 29, 1994 from Nelco
Products, Inc. to James Emmi exercising its option to extend such Lease
(Reference is made to Exhibit 10.02 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 3, 2002, Commission File No.
1-4415, which is incorporated herein by reference.) ................... -
10.3 Lease Agreement dated August 16, 1983 and Exhibit C, First Addendum to
Lease, between Nelco Products, Inc. and TCLW/Fullerton regarding real
property located at 1411 E. Orangethorpe Avenue, Fullerton, California
(Reference is made to Exhibit 10.03 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 3, 2002, Commission File No.
1-4415, which is incorporated herein by reference.) ................... -
10.3(a) Second Addendum to Lease dated January 26, 1987 to Lease Agreement
dated August 16, 1983 (see Exhibit 10.03 hereto) between Nelco
Products, Inc. and TCLW/Fullerton regarding real property located at
1421 E. Orangethorpe Avenue, Fullerton, California (Reference is made
to Exhibit 10.03(a) of the Company's Annual Report on Form 10-K for the
fiscal year ended March 3, 2002, Commission File No. 1-4415, which is
incorporated herein by reference.) .................................... -
10.3(b) Third Addendum to Lease dated January 7, 1991 and Fourth Addendum to
Lease dated January 7, 1991 to Lease Agreement dated August 16, 1983
(see Exhibit 10.03 hereto) between Nelco Products, Inc. and
TCLW/Fullerton regarding real property located at 1411, 1421 and 1431
E. Orangethorpe Avenue, Fullerton, California. (Reference is made to
Exhibit 10.03(b) of the Company's Annual Report on Form 10-K for the
fiscal year ended March 2, 1997, Commission File No. 1-4415, which is
incorporated herein by reference.) .................................... -
10.3(c) Fifth Addendum to Lease dated July 5, 1995 to Lease dated August 16,
1983 (see Exhibit 10.03 hereto) between Nelco Products, Inc. and
TCLW/Fullerton regarding real property located at 1411 E. Orangethorpe
Avenue, Fullerton, California (Reference is made to Exhibit 10.03(c) of
the Company's Annual Report on Form 10-K for the fiscal year ended
March 3, 2002, Commission File No. 1-4415, which is incorporated herein
by reference.) ........................................................ -
10.4 Lease Agreement dated May 26, 1982 between Nelco Products Pte. Ltd.
(lease was originally entered into by Kiln Technique (Private) Limited,
which subsequently assigned this lease to Nelco Products Pte. Ltd.) and
the Jurong Town Corporation regarding real property located at 4 Gul
Crescent, Jurong, Singapore (Reference is made to Exhibit 10.04 of the
Company's Annual Report on Form 10-K for the fiscal year ended March 3,
2002, Commission File No. 1-4415, which is incorporated herein by
reference.) ........................................................... -
$18,212,000
52 weeks ended
February 29, 2004
75
Exhibit
Numbers Description Page
- ------- ----------------------------------------------------------------------- ----
10.4(a) Deed of Assignment, dated April 17, 1986 between Nelco Products Pte.
Ltd., Kiln Technique (Private) Limited and Paul Ma, Richard Law, and
Michael Ng, all of Peat Marwick & Co., of the Lease Agreement dated May
26, 1982 (see Exhibit 10.04 hereto) between Kiln Technique (Private)
Limited and the Jurong Town Corporation regarding real property located
at 4 Gul Crescent, Jurong, Singapore (Reference is made to Exhibit
10.04(a) of the Company's Annual Report on Form 10-K for the fiscal
year ended March 3, 2002, Commission File No. 1-4415, which is
incorporated herein by reference.) .................................... -
10.5 1992 Stock Option Plan of the Company, as amended by First Amendment
thereto. (Reference is made to Exhibit 10.06(b) of the Company's Annual
Report on Form 10-K for the fiscal year ended March 1, 1998, Commission
File No. 1-4415, which is incorporated herein by reference. This
exhibit is a management contractor compensatory plan or arrangement.) . -
10.6 Lease dated April 15, 1988 between FiberCote Industries, Inc. (lease
was initially entered into by USP Composites, Inc., which subsequently
changed its name to FiberCote Industries, Inc.) and Geoffrey
Etherington, II regarding real property located at 172 East Aurora
Street, Waterbury, Connecticut (Reference is made to Exhibit 10.07 of
the Company's Annual Report on Form 10-K for the fiscal year ended
March 3, 2002, Commission File No. 1-4415, which is incorporated herein
by reference.) ........................................................ -
10.6(a) Amendment to Lease dated December 21, 1992 to Lease dated April 15,
1988 (see Exhibit 10.06 hereto) between FiberCote Industries, Inc. and
Geoffrey Etherington II regarding real property located at 172 East
Aurora Street, Waterbury, Connecticut (Reference is made to Exhibit
10.07(a) of the Company's Annual Report on Form 10-K for the fiscal
year ended March 3, 2002, Commission File No. 1-4415, which is
incorporated herein by reference.) .................................... -
10.6(b) Letter dated June 30, 1997 from FiberCote Industries, Inc. to Geoffrey
Etherington II extending the Lease dated April 15, 1988 (see Exhibit
10.06 hereto) between FiberCote Industries, Inc. and Geoffrey
Etherington II regarding real property located at 172 East Aurora
Street, Waterbury Connecticut. (Reference is made to Exhibit 10.08(b)
of the Company's Annual Report on Form 10-K for the fiscal year ended
March 1, 1998, Commission File No. 1-4415, which is incorporated herein
by reference.) ........................................................ -
10.7 Lease dated December 12, 1990 between Neltec, Inc. and NZ Properties,
Inc. regarding real property located at 1420 W. 12th Place, Tempe,
Arizona. (Reference is made to Exhibit 10.13 of the Company's Annual
Report on Form 10-K for the fiscal year ended March 2, 1997, Commission
File No. 1-4415, which is incorporated herein by reference.) .......... -
$21,564,000
52 weeks ended
March 2, 2003
76
Exhibit
Numbers Description Page
- ------- ----------------------------------------------------------------------- ----
10.7(a) Letter dated January 8, 1996 from Neltec, Inc. to NZ Properties, Inc.
exercising its option to extend the Lease dated December 12, 1990 (see
Exhibit 10.7 hereto) between Neltec, Inc. and NZ Properties, Inc.
regarding real property located at 1420 W. 12th Place, Tempe, Arizona.
(Reference is made to Exhibit 10.13(a) of the Company's Annual Report
on Form 10-K for the fiscal year ended March 2, 1997, Commission File
No. 1-4415, which is incorporated herein by reference.) ............... -
10.7(b) Letter dated January 25, 2001 from Neltec, Inc. to NZ Properties, Inc.
exercising its option to extend the Lease dated December 12, 1990 (see
Exhibit 10.7 hereto) between Neltec, Inc. and NZ Properties, Inc.
regarding real estate property located at 1420 W. 12th Place, Tempe,
Arizona (Reference is made to Exhibit 10.7(b) of the Company's Annual
Report on Form l0-K for the fiscal year ended February 26, 2006,
Commission File No. 1-4415, which is incorporated herein by reference.) -
10.7(c) Letter dated February 14, 2006 from Neltec, Inc. to REB Ltd.
Properties, Inc. exercising its option to extend the Lease dated
December 12, 1990 (see Exhibit 10.7 hereto) between Neltec, Inc. and NZ
Properties, Inc. regarding real property located at 1420 W. 12th Place,
Tempe, Arizona (Reference is made to Exhibit 10.7(c) of the Company's
Annual Report on Form 10-K for the fiscal year ended February 26, 2006,
Commission File No. 1-4415, which is incorporated herein by reference.) -
10.8 Lease Contract dated February 26, 1988 between the New York State
Department of Transportation and the Edgewater Stewart Company
regarding real property located at 15 Governor Drive in the Stewart
International Airport Industrial Park, New Windsor, New York (Reference
is made to Exhibit 10.13 of the Company's Annual Report on Form 10-K
for the fiscal year ended March 3, 2002, Commission File No. 1-4415,
which is incorporated herein by reference.) ........................... -
10.8(a) Assignment and Assumption of Lease dated February 16, 1995 between New
England Laminates Co., Inc. and the Edgewater Stewart Company regarding
the assignment of the Lease Contract (see Exhibit 10.8 hereto) for the
real property located at 15 Governor Drive in the Stewart International
Airport Industrial Park, New Windsor, New York (Reference is made to
Exhibit 10.13(a) of the Company's Annual Report on Form 10-K for the
fiscal year ended March 3, 2002, Commission File No. 1-4415, which is
incorporated herein by reference.) .................................... -
10.8(b) Lease Amendment No. 1 dated February 17, 1995 between New England
Laminates Co., Inc. and the New York State Department of Transportation
to Lease Contract dated February 26, 1988 (see Exhibit 10.8 hereto)
regarding the real property located at 15 Governor Drive in the Stewart
International Airport Industrial Park, New Windsor, New York (Reference
is made to Exhibit 10.13(b) of the Company's Annual Report on Form 10-K
for the fiscal year ended March 3, 2002, Commission File No. 1-4415,
which is incorporated herein by reference.) ........................... -
$18,710,000
Column A Column D Column E
Other
Balance at
Accounts Translation End of
Description Written Off Adjustment Period
(A)
ALLOWANCE FOR
DOUBTFUL ACCOUNTS:
52 weeks ended
February 27, 2005 $(28,000) $ 77,000 $1,984,000
52 weeks ended
February 29, 2004 $(145,000) $(195,000) $1,845,000
52 weeks ended
March 2, 2003 $(286,000) $ (4,000) $1,893,000
(A) Uncollectable accounts, net of recoveries.
77
Exhibit
Numbers Description Page
- ------- ----------------------------------------------------------------------- ----
10.9 2002 Stock Option Plan of the Company (Reference is made to Exhibit
10.01 of the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 1, 2002, Commission File No. 1-4415, which is
incorporated herein by reference. This exhibit is a management contract
or compensatory plan or arrangement.) ................................. -
10.10 Forms of Incentive Stock Option Contract for employees, Non-Qualified
Stock Option Contract for employees and Non-Qualified Stock Option
Contract for directors under the 2002 Stock Option Plan of the Company
(Reference is made to Exhibit 10.10 of the Company's Annual Report on
Form 10-K for the fiscal year ended February 27, 2005, Commission File
No. 1-4415, which is incorporated herein by reference. ................ -
14.1 Code of Ethics for Chief Executive Officer and Senior Financial
Officers adopted on May 6, 2004 (Reference is made to Exhibit 14.1 of
the Company's Annual Report on Form 10-K for the fiscal year ended
February 29, 2004, Commission File No. 1-4415, which is incorporated
herein by reference.) ................................................. -
21.1 Subsidiaries of the Company ........................................... 78
23.1 Consent of Independent Registered Public Accounting Firm (Grant
Thornton LLP) ......................................................... 79
31.1 Certification of principal executive officer pursuant to Exchange Act
Rule 13a-14(a) or 15d-14(a) ........................................... 80
31.2 Certification of principal financial officer pursuant to Exchange Act
Rule 13a-14(a) or 15d-14(a) ........................................... 82
32.1 Certification of principal executive officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 ........................................................... 84
32.2 Certification of principal financial officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 ........................................................... 85
EXHIBIT INDEX
Exhibit
Numbers Description Page
3.1 Restated Certificate of Incorporation, dated
March 28, 1989, filed with the Secretary of State
of the State of New York on April 10, 1989, as
amended by Certificate of Amendment of the
Certificate of Incorporation, increasing the
number of authorized shares of Common stock from
15,000,000 to 30,000,000 shares, dated July 12,
1995, filed with the Secretary of State of the
State of New York on July 17, 1995, and by
Certificate of Amendment of the Certificate of
Incorporation, amending certain provisions
relating to the rights, preferences and
limitations of the shares of a series of
Preferred Stock, date August 7, 1995, filed with
the Secretary of State of the State of New York
on August 16, 1995 (Reference is made to Exhibit -
3.01 of the Company's Annual Report on Form 10-K
for the fiscal year ended March 3, 2002,
Commission File No. 1-4415, which is incorporated
herein by reference.)......................
3.2 Certificate of Amendment of the Certificate of
Incorporation, increasing the number of
authorized shares of Common Stock from 30,000,000
to 60,000,000 shares, dated October 10, 2000,
filed with the Secretary of State of the State of
New York on October 11, 2000.....................
3.3 By-Laws, as amended May 21, 2002 (Reference is
made to Exhibit 3.03 of the Company's Annual
Report on Form 10-K for the fiscal year ended
March 3, 2002, Commission File No. 1-4415, which -
is incorporated herein by reference.)....
4.1 Amended and Restated Rights Agreement, dated as
of July 12, 1995, between the Company and
Registrar and Transfer Company, as Rights Agent,
relating to the Company's Preferred Stock
Purchase Rights. (Reference is made to Exhibit 1
to Amendment No. 1 on Form 8-A/A filed on August
10, 1995, Commission File No. 1-4415, which is -
incorporated herein by
reference.)......................................
10.1 Lease dated December 12, 1989 between Nelco
Products, Inc. and James Emmi regarding real
property located at 1100 East Kimberly Avenue,
Anaheim, California and letter dated December 29,
1994 from Nelco Products, Inc. to James Emmi exer
cising its option to extend such Lease (Reference
is made to Exhibit 10.01 of the Company's Annual
Report on Form 10-K for the fiscal year ended
March 3, 2002, Commission File No. 1-4415, which -
is incorporated herein by
reference.)
10.2 Lease dated December 12, 1989 between Nelco
Products, Inc. and James Emmi regarding real
property located at 1107 East Kimberly Avenue,
Anaheim, California and letter dated December 29,
1994 from Nelco Products, Inc. to James Emmi exer
cising its option to extend such Lease (Reference
is made to Exhibit 10.02 of the Company's Annual
Report on Form 10-K for the fiscal year ended
March 3, 2002, Commission File No. 1-4415, which -
is incorporated herein by reference
10.3 Lease Agreement dated August 16, 1983 and Exhibit
C, First Addendum to Lease, between Nelco
Products, Inc. and TCLW/Fullerton regarding real
property located at 1411 E. Orangethorpe Avenue,
Fullerton, California (Reference is made to
Exhibit 10.03 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 3,
2002, Commission File No. 1-4415, which is -
incorporated herein by reference.)
10.3(a) Second Addendum to Lease dated January 26, 1987
to Lease Agreement dated August 16, 1983 (see
Exhibit 10.03 hereto) between Nelco Products,
Inc. and TCLW/Fullerton regarding real property
located at 1421 E. Orangethorpe Avenue,
Fullerton, California (Reference is made to
Exhibit 10.03(a) of the Company's Annual Report
on Form 10-K for the fiscal year ended March 3, -
2002, Commission File No. 1-4415, which is
incorporated herein by reference.)..........
10.3(b) Third Addendum to Lease dated January 7, 1991 and
Fourth Addendum to Lease dated January 7, 1991 to
Lease Agreement dated August 16, 1983 (see
Exhibit 10.03 hereto) between Nelco Products,
Inc. and TCLW/Fullerton regarding real property
located at 1411, 1421 and 1431 E. Orangethorpe
Avenue, Fullerton, California. (Reference is made
to Exhibit 10.03(b) of the Company's Annual
Report on Form 10-K for the fiscal year ended -
March 2, 1997, Commission File No. 1-4415, which
is incorporated herein by reference.)....
10.3(c) Fifth Addendum to Lease dated July 5, 1995 to
Lease dated August 16, 1983 (see Exhibit 10.03
hereto) between Nelco Products, Inc. and
TCLW/Fullerton regarding real property located at
1411 E. Orangethorpe Avenue, Fullerton,
California (Reference is made to Exhibit 10.03(c)
of the Company's Annual Report on Form 10-K for
the fiscal year ended March 3, 2002, Commission -
File No. 1-4415, which is incorporated herein by
reference.).........................
10.4 Lease Agreement dated May 26, 1982 between Nelco
Products Pte. Ltd. (lease was originally entered
into by Kiln Technique (Private) Limited, which
subsequently assigned this lease to Nelco
Products Pte. Ltd.) and the Jurong Town Cor
poration regarding real property located at 4 Gul
Crescent, Jurong, Singapore (Reference is made to
Exhibit 10.04 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 3, -
2002, Commission File No. 1-4415, which is
incorporated herein by
reference.)......................
10.4(a) Deed of Assignment, dated April 17, 1986 between
Nelco Products Pte. Ltd., Kiln Technique
(Private) Limited and Paul Ma, Richard Law, and
Michael Ng, all of Peat Marwick & Co., of the
Lease Agreement dated May 26, 1982 (see Exhibit
10.04 hereto) between Kiln Technique (Private)
Limited and the Jurong Town Corporation regarding
real property located at 4 Gul Crescent, Jurong,
Singapore (Reference is made to Exhibit 10.04(a)
of the Company's Annual Report on Form 10-K for -
the fiscal year ended March 3, 2002, Commission
File No. 1-4415, which is incorporated herein by
reference.)....
10.5(b) 1992 Stock Option Plan of the Company, as amended
by First Amendment thereto. (Reference is made to
Exhibit 10.06(b) of the Company's Annual Report
on Form 10-K for the fiscal year ended March 1,
1998, Commission File No. 1-4415, which is
incorporated herein by reference. This exhibit is
a management contract or compensatory plan or -
arrangement.)....................................
10.6 Lease dated April 15, 1988 between FiberCote
Industries, Inc. (lease was initially entered
into by USP Composites, Inc., which subsequently
changed its name to FiberCote Industries, Inc.)
and Geoffrey Etherington, II regarding real
property located at 172 East Aurora Street,
Waterbury, Connecticut (Reference is made to
Exhibit 10.07 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 3, -
2002, Commission File No. 1-4415, which is
incorporated herein by
reference.).........................
10.6(a) Amendment to Lease dated December 21, 1992 to
Lease dated April 15, 1988 (see Exhibit 10.07
hereto) between FiberCote Industries, Inc. and
Geoffrey Etherington II regarding real property
located at 172 East Aurora Street, Waterbury, Con
necticut (Reference is made to Exhibit 10.07(a)
of the Company's Annual Report on Form 10-K for
the fiscal year ended March 3, 2002, Commission -
File No. 1-4415, which is incorporated herein by
reference.).........................
10.6(b) Letter dated June 30, 1997 from FiberCote
Industries, Inc. to Geoffrey Etherington II
extending the Lease dated April 15, 1988 (see
Exhibit 10.07 hereto) between FiberCote
Industries, Inc. and Geoffrey Etherington II
regarding real property located at 172 East
Aurora Street, Waterbury Connecticut. (Reference
is made to Exhibit 10.08(b) of the Company's
Annual Report on Form 10-K for the fiscal year -
ended March 1, 1998, Commission File No. 1-4415,
which is incorporated herein by reference.)
10.7 Lease dated December 12, 1990 between Neltec,
Inc. and NZ Properties, Inc. regarding real
property located at 1420 W. 12th Place, Tempe,
Arizona. (Reference is made to Exhibit 10.13 of
the Company's Annual Report on Form 10-K for the
fiscal year ended March 2, 1997, Commission File -
No. 1-4415, which is incorporated herein by
reference.)
10.7(a) Letter dated January 8, 1996 from Neltec, Inc. to
NZ Properties, Inc. exercising its option to
extend the Lease dated December 12, 1990 (see
Exhibit 10.10 hereto) between Neltec, Inc. and NZ
Properties, Inc. regarding real property located
at 1420 W. 12th Place, Tempe, Arizona. (Reference
is made to Exhibit 10.13(a) of the Company's
Annual Report on Form 10-K for the fiscal year
ended March 2, 1997, Commission File No. 1-4415, -
which is incorporated herein by
reference.)
10.8 Lease Contract dated February 26, 1988 between
the New York State Department of Transportation
and the Edgewater Stewart Company regarding real
property located at 15 Governor Drive in the
Stewart International Airport Industrial Park,
New Windsor, New York (Reference is made to
Exhibit 10.13 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 3, -
2002, Commission File No. 1-4415, which is
incorporated herein by reference.)
10.8(a) Assignment and Assumption of Lease dated February
16, 1995 between New England Laminates Co., Inc.
and the Edgewater Stewart Company regarding the
assignment of the Lease Contract (see Exhibit
10.13 hereto) for the real property located at 15
Governor Drive in the Stewart International
Airport Industrial Park, New Windsor, New York
(Reference is made to Exhibit 10.13(a) of the
Company's Annual Report on Form 10-K for the
fiscal year ended March 3, 2002, Commission File -
No. 1-4415, which is incorporated herein by
reference.)
10.8(b) Lease Amendment No. 1 dated February 17, 1995
between New England Laminates Co., Inc. and the
New York State Department of Transportation to
Lease Contract dated February 26, 1988 (see
Exhibit 10.13 hereto) regarding the real property
located at 15 Governor Drive in the Stewart
International Airport Industrial Park, New
Windsor, New York (Reference is made to Exhibit
10.13(b) of the Company's Annual Report on Form
10-K for the fiscal year ended March 3, 2002, -
Commission File No. 1-4415, which is incorporated
herein by reference.)
10.9 2002 Stock Option Plan of the Company (Reference
is made to Exhibit 10.01 of the Company's
Quarterly Report on Form 10-Q for the fiscal
quarter ended September 1, 2002, Commission File
No. 1-4415, which is incorporated herein by
reference. This exhibit is a management contract -
or compensatory plan or arrangement.)
10.10 Forms of Incentive Stock Option Contract for
employees, Non-Qualified Stock Option Contract
for employees and Non-Qualified Stock Option
Contract for directors under the 2002 Stock 81
Option Plan of the Company.
14.1 Code of Ethics for Chief Executive Officer and
Senior Financial Officers adopted on May 6, 2004
(Reference is made to Exhibit 14.1 of the
Company's Annual Report on Form 10-K for the
fiscal year ended February 29, 2004, Commission
File No. 1-4415, which is incorporated herein by -
reference.)
21.1 Subsidiaries of the Company 89
23.1 Consents of Ernst & Young LLP and Grant Thornton 90
LLP
31.1 Certification of Chief Executive Officer pursuant
to Exchange Act Rule 13a-14(a) or 15d- 91
14(a)
31.2 Certification of Chief Financial Officer pursuant
to Exchange Act Rule 13a-14(a) or 15d-14(a) 93
32.1 Certification of Chief Executive Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 94
32.2 Certification of Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 95
2002
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