SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 14(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 26, 2001
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.
(Exact Name of Registrant as Specified in Its Charter)
New York 11-1734643
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5 Dakota Drive, Lake Success, N.Y. 11042
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (516) 354-4100
Not Applicable
------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes[X} No[ }
APPLICABLE ONLY TO ISSERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes { } No { }
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date: 19,407,302 as of October 5, 2001.
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION: Number
Item 1. Financial Statements
Condensed Consolidated Balance Sheets August
26, 2001 (Unaudited) and February 25, 2001 3
Consolidated Statements of Operations 13 weeks
and 26 weeks ended August 26, 2001 and August
27, 2000 (Unaudited) 4
Condensed Consolidated Statements of Cash
Flows 26 weeks ended August 26, 2001 and
August 27, 2000 (Unaudited) 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Factors That May Affect Future Results 12
Item 3. Quantitive and Qualitative Disclosures About
Market Risk 12
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
August 26,
2001 February 25,
(Unaudited) 2001*
<s> <c> <c>
ASSETS
Current assets:
Cash and cash equivalents $141,986 $123,726
Marketable securities 13,811 32,017
Accounts receivable, net 32,517 71,105
Inventories (Note 2) 17,096 32,307
Prepaid expenses and other current
assets 10,348 9,456
Total current assets 215,758 268,611
Property, plant and equipment, net 153,685 159,309
Other assets 946 2,661
Total $370,389 $430,581
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 16,468 $ 29,481
Accrued liabilities 26,343 39,052
Income taxes payable - 11,567
Total current liabilities 42,811 80,100
Long-term debt (Note 3) - 97,672
Deferred income taxes 13,589 12,679
Deferred pension liability and other 11,267 11,224
Stockholders' equity:
Common stock 2,037 2,037
Additional paid-in capital 130,249 57,318
Retained earnings 182,433 203,150
Treasury stock, at cost (6,128) (27,835)
Accumulated other non-owner changes (5,869) (5,764)
Total stockholders' equity 302,722 228,906
Total $370,389 $430,581
<FN>
*The balance sheet at February 25, 2001 has been derived from
the audited financial statements at that date.
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts)
13 Weeks Ended 26 Weeks Ended
(Unaudited) (Unaudited)
August 26, August 27, August 26, August
27,
2001 2000 2001 2000
<s> <c> <c> <c> <c>
Net sales $ 51,743 $129,902 $120,845 $250,061
Cost of sales 50,321 101,509 116,157 197,973
Gross profit 1,422 28,393 4,688 52,088
Selling, general and
administrative expenses 8,428 12,572 17,920 24,499
Loss on sale of NTI and
closure of related
support facility (Note 4) - - 15,707 -
Other severance costs - - 681 -
(Loss)/income from
operations (7,006) 15,821 (29,620) 27,589
Other income/(expense):
Interest and other
income, net 1,607 2,055 3,347 3,864
Interest expense - (1,402) - (2,804)
Total other income 1,607 653 3,347 1,060
(Loss)/earnings before
income taxes (5,399) 16,474 (26,273) 28,649
Income tax
(benefit)/provision (1,620) 4,819 (7,882) 8,165
Net (loss)/earnings $ (3,779) $ 11,655_ $(18,391) $ 20,484
(Loss)/earnings per share
(Note 5):
Basic $ (.19) $ .73 $ (.94) $ 1.29
Diluted $ (.19) $ .63 $ (.94) $ 1.13
Weighted average number
of common and common
equivalent shares
outstanding:
Basic 19,545 15,882 19,482 15,870
Diluted 19,545 19,939 19,482 19,771
Dividends per share $ .06 $ .05 $ .12 $ .11
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
26 Weeks Ended
(Unaudited)
August 26, August 27,
2001 2000
<s> <c> <c>
Cash flows from operating activities:
Net (loss) earnings $(18,391) $20,484
Depreciation and amortization 8,391 8,201
Loss on sale of fixed assets 10,636 -
Impairment of fixed assets 2,058 -
Change in operating assets and
liabilities 16,040 6,267
Net cash provided by operating $ 18,734 $34,952
activities
Cash flows from investing activities:
Purchases of property, plant and
equipment, net
(15,425) (19,702)
Purchases of marketable securities - (67,659)
Proceeds from sales and maturities
of marketable securities 18,022 47,036
Net cash provided/(used) by
investing activities 2,597 (40,325)
Cash flows from financing activities:
Redemption of long-term debt (Note3) (1,738) -
Dividends paid (2,326) (1,676)
Proceeds from exercise of stock
options 617 447
Net cash used in financing
activities (3,447) (1,229)
Increase/(decrease) in cash and cash
equivalents before exchange rate
changes 17,884 (6,602)
Effect of exchange rate changes on
cash and cash equivalents 376 (1,511)
Increase/(decrease) in cash and cash
equivalents 18,260 (8,113)
Cash and cash equivalents, beginning
of period 123,726 53,153
Cash and cash equivalents, end of
period $141,986 $45,040
Supplemental cash flow information:
Cash paid during the period for:
Interest - $ 2,750
Income taxes $ 4,875 3,739
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of August 26,
2001, the consolidated statements of operations for the 13
weeks and 26 weeks ended August 26, 2001 and August 27, 2000,
and the condensed consolidated statements of cash flows for
the 26 weeks then ended have been prepared by the Company,
without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary
to present fairly the financial position at August 26, 2001,
and the results of operations and cash flows for all periods
presented, have been made.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
accounting principles generally accepted in the United States
have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the
fiscal year ended February 25, 2001.
2. INVENTORIES
Inventories consisted of the following:
(Amounts in thousands)
August 26, February 25,
2001 2001
<s> <c> <c>
Raw materials $ 9,058 $14,988
Work-in-process 2,822 5,075
Finished goods 4,512 11,319
Manufacturing supplies 704 925
$17,096 $32,307
3. LONG-TERM DEBT
On March 1, 2001, $95,934,000 principal amount of the
Company's 5.5% Convertible Subordinated Notes due March 1,
2006 was converted into 3,410,908 shares of the Company's
common stock, and the remaining $1,738,000 principal amount
of the Notes was redeemed by the Company on March 2, 2001 for
cash.
4. SALE OF NELCO TECHNOLOGY, INC.
On April 27, 2001, the Company sold the assets and business
of its wholly owned subsidiary, Nelco Technology, Inc.
("NTI"), to Dynamic Details Incorporated, Arizona, a wholly
owned subsidiary of DDi Corp. NTI was a manufacturer of semi-
finished printed circuit boards, commonly known as mass
lamination. The Company recorded a charge of $15,707,000 in
its fiscal 2002 first quarter in connection with this sale
and the closure of a related support facility. At August 26,
2001, there was $745,000 of accrued liabilities remaining
related to this sale and closure.
5. EARNINGS PER SHARE
The following table sets forth the calculation of basic and
diluted earnings per share for the periods specified (amounts
in thousands, except per share amounts):
<caption> 13 weeks ended 26 weeks ended
August 26, August August August
2001 27, 26, 27,
2000 2001 2000
<s> <c> <c> <c> <c>
Net (loss)/income for $(3,779) $11,655 $(18,391) $ 20,484
basic EPS
Add interest on 5.5%
Convertible Subordinated - 911 - 1,823
Notes, net of taxes
Net (loss)/income for $(3,779) $12,566 $(18,391) $22,307
diluted EPS
Weighted average common
shares outstanding for
basic EPS 19,545 15,882 19,482 15,870
Net effect of dilutive
options * 503 * 347
Assumed conversion of
5.5% Convertible
Subordinated Notes - 3,554 - 3,554
Weighted averages shares
outstanding for diluted 19,545 19,939 19,482 19,771
EPS
Basic (loss)/earnings $ (.19) $ .73 $ (.94) $ 1.29
per share
Diluted (loss)/earnings $ (.19) $ .63 $ (.94) $ 1.13
per share
<FN>
*For the 13 weeks and 26 weeks ended August 26, 2001, the
effect of employee stock options was not considered
because it was anti-dilutive.
6. BUSINESS SEGMENTS
The Company's specialty adhesive tape and film business,
advanced composite materials business and plumbing hardware
business were previously aggregated into the engineered
materials and plumbing hardware segment. During fiscal 2001,
the Company closed and liquidated its plumbing hardware
business. In fiscal 2001, 2000 and 1999, the specialty
adhesive tape, advanced composite materials and plumbing
hardware businesses comprised less than 10% of the Company's
consolidated revenues and assets, and therefore, the Company
considers itself to operate in one business segment. The
Company's electronic materials products are marketed
primarily to leading independent printed circuit board
fabricators, electronic manufacturing service companies,
electronic contract manufacturers and, to a lesser extent,
major electronic original equipment manufacturers ("OEMs")
located throughout North America, Europe and Asia. The
Company's specialty adhesive tape and 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 concerning the Company's operations by
geographic area follows (amounts in thousands):
13 weeks ended 26 weeks ended
August August August August
26, 27, 26, 27,
2001 2000 2001 2000
<s> <c> <c> <c> <c>
Sales:
North America $ 29,698 $ 78,489 $ 71,157 $150,958
Europe 13,300 30,977 30,281 60,244
Asia __ 8,745 __20,436 __19,407 __38,859
Total sales $ 51,743 $129,902 $120,845 $250,061
August 26, August 27,
2001 2000
<s> <c> <c>
Assets
North America $201,994 $244,497
Europe 64,929 70,652
Asia 103,466 85,017
Total assets $370,389 $400,166
7. COMPREHENSIVE (LOSS) INCOME
Total comprehensive (loss) income for the 13 weeks ended
August 26, 2001 and August 27, 2000 was $(1,937,000) and
$10,579,000, respectively. Total comprehensive (loss) income
for the 26 weeks ended August 26, 2001 and August 27, 2000
was $(18,496,000) and $16,934,000, respectively.
Comprehensive (loss) income consisted primarily of net (loss)
income and foreign currency translation adjustments.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Park is a leading global designer and producer of advanced
electronic materials used to fabricate complex multilayer printed
circuit boards and other electronic interconnect systems. The
Company's customers include leading independent printed circuit
board fabricators, electronic manufacturing service companies,
electronic contract manufacturers and major electronic original
equipment manufacturers in the computer, telecommunications,
transportation, aerospace and instrumentation industries.
The Company's sales declined dramatically in the three-month
and six-month periods ended August 26, 2001, with steep declines
in sales by the Company's North American, European and Asian
operations. The earnings growth that the Company achieved during
its 2001 and 2000 fiscal years halted in the 2002 fiscal year
first half as a result of a severe downturn in the global
electronics industry.
Three and Six Months Ended August 26, 2001 Compared with Three and
Six Months Ended August 27, 2000
The Company experienced a sharp decline in its results of
operations for the three-month and six-month periods ended August
26, 2001 as the North American, European and Asian markets for
sophisticated printed circuit materials experienced severe
downturns during the 2002 fiscal year first half.
In addition, the Company incurred a non-recurring, pre-tax
charge of $15.7 million during the 2002 fiscal year first quarter
in connection with the sale of the assets and business of Nelco
Technology, Inc. ("NTI"), the Company's wholly owned subsidiary
that manufactured semi-finished printed circuit boards, commonly
known as mass lamination, in Tempe, Arizona, and the closure of a
related support facility in Arizona. NTI formerly supplied Delco
Electronics Corporation with semi-finished printed circuit boards.
The Company also incurred pre-tax severance charges of $0.7
million during the 2002 fiscal year first quarter related to the
layoff of employees at the Company's continuing operations.
Results of Operations
Net Sales for the three-month and six-month periods ended
August 26, 2001 declined 60% to $51.7 million and 52% to $120.8
million, respectively, from $129.9 million and $250.1 million for
last fiscal year's comparable periods. These decreases in net
sales were the result of lower unit volumes of materials shipped.
The Company's foreign operations accounted for $22.0 million
and $49.7 million, respectively, of sales, or 43% and 41% of the
Company's total sales worldwide, during the three-month and six-
month periods ended August 26, 2001 compared with $51.4 million
and $99.1 million, respectively, of sales, or 40% of total sales
worldwide, during last fiscal year's comparable periods. Net sales
by the Company's foreign operations during the three-month and six-
month periods ended August 26, 2001 declined 57% and 50%,
respectively, from the 2001 fiscal year comparable periods. The
declines in sales by foreign operations were due to decreases in
sales in both Asia and Europe.
The gross margins for the Company's worldwide operations were
2.7% and 3.9%, respectively, during the three-month and six-month
periods ended August 26, 2001 compared with 21.9% and 20.8%,
respectively, for last fiscal year's comparable periods. The
deteriorations in the gross margins were attributable to the
significant declines in sales volumes compared with last fiscal
year's comparable periods. Although the Company's cost of sales
decreased significantly as a result of lower production volumes
and cost reduction measures implemented by the Company, including
significant employee lay-offs and annual salary increase
deferrals, the declines in sales and production volumes resulted
in lower volumes to absorb overhead costs and, consequently,
increases in the costs of sales as percentages of net sales in the
three-month and six-month periods ended August 26, 2001.
Although selling, general and administrative expenses
declined by $4.1 million and $6.6 million, respectively, or by 33%
and 27%, during the three-month period and six month period,
respectively, ended August 26, 2001 compared with last year's
comparable period, these expenses, measured as a percentage of
sales, were 16.2% and 14.8% during the three-month period and six-
month period, respectively, ended August 26, 2001 compared with
9.7% and 9.8%, respectively, during last fiscal year's comparable
periods. The increases in the selling, general and administrative
expenses as percentages of sales in the 2002 fiscal year periods
resulted from proportionately lower sales compared to the
comparable periods during the last fiscal year.
For the reasons set forth above, income from operations for
the three-month period ended August 26, 2001 declined to a loss of
$7.0 million from a profit of $15.8 million for last fiscal year's
comparable period, and income from operations, including the non-
recurring, pre-tax charges described above, related to the sale of
NTI and the closure of a related support facility and severance
for the lay-off of employees at the Company's continuing
operations, declined to a loss of $29.6 million for the six-month
period ended August 26,2001 from a profit of $27.6 million for
last year's comparable period.
Interest and other income, principally investment income, was
$1.6 million and $3.3 million, respectively, for the three-month
and six-month periods ended August 26, 2001 compared with $2.1
million and $3.9 million, respectively, for last fiscal year's
comparable periods. The decreases in investment income were
attributable to decreases in prevailing interest rates. The
Company's investments were primarily short-term taxable
instruments. The Company incurred no interest expense for the
three-month and six-month periods ended August 26, 2001 compared
with $1.4 million and $2.8 million, respectively, during last
fiscal year's comparable periods. The Company's interest expense
was related primarily to its $100 million principal amount of 5.5%
Convertible Subordinated Notes due 2006 issued in 1996, $2,328,000
principal amount of which was converted into 82,750 shares of the
Company's common stock prior to February 25,2001, the end of the
Company's 2001 fiscal year, $95,934,000 of which was converted
into 3,410,908 shares of the Company's common stock on March 1,
2001, and $1,738,000 of which was redeemed by the Company for cash
on March 2, 2001.
The Company's effective income tax rate for the three-month
period ended August 26, 2001 was 30.0% compared with 29.3% for the
three-month period ended August 27, 2000, and the Company's
effective income tax rate for the six-month period ended August
26, 2001 was 30.0% compared with 28.5% for last fiscal year's
comparable period. The increases in the effective tax rates were
primarily the results of changes in the Company's income mix among
the tax jurisdictions in which the Company does business.
Net earnings for the three-month period ended August 26, 2001
declined to a net loss of $3.8 million from a profit of $11.7
million for last fiscal year's comparable period. For the six-
month period ended August 26, 2001, net earnings, including the
non-recurring, pre-tax charges, described above, related to the
sale of NTI and the closure of a related support facility and
severance for the lay-off of employees at the Company's continuing
operations declined to a net loss of $18.4 million from a profit
of $20.5 million for last fiscal year's comparable period. Basic
and diluted earnings per share decreased from $0.73 to $0.63,
respectively, for the three-month period ended August 27, 2000 to
a loss of $0.19 for the three-month period ended August 26, 2001,
and basic and diluted earnings per share decreased from $1.29 and
$1.13, respectively, for the six-month period ended August 27,
2000 to a loss of $0.94 including the non-recurring, pre-tax
charges for the six-month period ended August 26, 2001.
Liquidity and Capital Resources:
At August 26, 2001, the Company's cash and temporary
investments were $155.8 million compared with $155.7 million at
February 25, 2001, the end of the Company's 2001 fiscal year. The
Company's working capital was $172.9 million at August 26, 2001
compared with $188.5 million at February 25, 2001. The decrease in
working capital at August 26, 2001 compared with February 25, 2001
was due principally to significantly lower accounts receivable and
inventories, offset in part by lower current liabilities. The
lower accounts receivable, inventories and current liabilities
were the result of the severe contractions in the Company's
business and operations during the 2002 fiscal year first half.
The Company's current ratio (the rate of current assets to current
liabilities) was 5.0 to 1 at August 26, 2001 and 3.4 to 1 at
February 25, 2001.
During the six-months ended August 26, 2001, cash used in the
Company's operations, before depreciation and amortization and
before non-cash losses related to the sale and impairment of fixed
assets, of $2.4 million was offset by a significant net reduction
in working capital items, resulting in $18.7 million of cash
provided from operating activities. During the same six-month
period, the Company expended $18.4 million for the purchase of
property, plant and equipment. Net expenditures for property,
plant and equipment were $51.8 million in the 2001 fiscal year and
$27.7 million in the 2000 fiscal year. During its 2000 fiscal
year, the Company commenced significant expansions of its
electronic materials manufacturing facilities in California and
New York, which it expects to complete in its 2002 fiscal year;
and during the 2001 fiscal year, the Company commenced a
significant expansion of its higher technology product line
manufacturing facility in Arizona, which was completed in the 2002
fiscal year first quarter.
At August 26, 2001, 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
property, plant and equipment and for general corporate purposes.
Such resources would also be available for appropriate
acquisitions and other expansions of the Company's business.
Environmental Matters:
In the six-month periods ended August 26, 2001 and August 27,
2000, the Company charged less than $0.1 million against pretax
income for environmental 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 available cash. 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 August 26, 2001 and February 25, 2001, the
recorded liability in accrued liabilities for environmental
matters was approximately $4.4 million. Management does not expect
that environmental matters will have a material adverse effect on
the liquidity, capital resources, business, consolidated results
of operations or consolidated financial position of the Company.
Factors That May Affect Future Results.
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, forecast,
estimated or budgeted by the Company in forward-looking
statements. Such factors include, but are not limited to, general
conditions in the electronics industry, the Company's competitive
position, the status of the Company's relationships with its
customers, economic conditions in international markets, the cost
and availability of utilities, and the various factors set forth
under the caption "Factors That May Affect Future Results" after
Item 7 of the Company's Annual Report on Form 10-K for the fiscal
year ended February 25, 2001.
Item 3. 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 consolidated 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 by outside professional
managers 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 average maturity of less than
one year. The Company does not use derivative financial
instruments in its investment portfolio. Based on the average
maturity of the investment portfolio at the end of the 2001 fiscal
year and at August 26, 2001, a 10% increase in short term interest
rates would not have had a material impact on the consolidated
results of operations or consolidated financial position of the
Company.
PART II. OTHER INFORMATION
Item 1. 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. The Company
and NTI sought substantial compensatory and punitive damages.
On November 28, 2000, after a five day trial in Phoenix,
Arizona, a jury awarded damages to NTI in the amount of
$32,280,000, and on December 12, 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 $32,280,000. Both parties filed motions
for post-judgment relief and a new trial, all of which the judge
denied, and both parties have filed notices to appeal the decision
to the United States Court of Appeals for the Ninth Circuit in San
Francisco.
In March 1998, the Company 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. 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, have been nil since that time and are expected to be nil in
future periods. 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 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 "Factors That May Affect Future Results" after Item 2 of Part
I of this Report.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
None
(b) No reports on Form 8-K have been filed during the fiscal
quarter ended August 26, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Park Electrochemical Corp.
--------------------------
(Registrant)
/s/Brian E. Shore
Date: October 8, 2001 --------------------------
----
Brian E. Shore
President and
Chief Executive Officer
/s/Murray O. Stamer
Date: October 8, 2001 --------------------------
----
Murray O. Stamer
Senior Vice President, Finance
Principal Financial Officer