UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ____ to ____
______________________________
Commission File No. 0-12942
PARLEX CORPORATION
Massachusetts 04-2464749
------------- ----------
(State of incorporation) (I.R.S. ID)
One Parlex Place, Methuen, Massachusetts 01844
978-685-4341
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Exchange on which registered
------------------- ------------------------------------
Common Stock ($.10 par value) Nasdaq National Market
Securities registered pursuant to Section 12(g) of the Act:
None
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 [ ]
The number of shares outstanding of the registrant's common stock as of
February 11, 2002 was 6,303,216 shares.
1
PARLEX CORPORATION
------------------
INDEX
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Part I - Financial Information Page
----
Item 1. Condensed Unaudited Consolidated Financial Statements:
Consolidated Balance Sheets - December 30, 2001 and June 30, 2001 3
Consolidated Statements of Operations - For the Three Months
and Six Months Ended December 30, 2001 and December 31, 2000 4
Consolidated Statements of Cash Flows - For the Six Months
Ended December 30, 2001 and December 31, 2000 5
Notes to Unaudited Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Part II - Other Information 17
Signatures 18
Exhibit Index 19
2
PARLEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- ---------------------------------------------------------------------------
ASSETS December 30, 2001 June 30, 2001
<s> <c> <c>
CURRENT ASSETS:
Cash and cash equivalents $ 3,778,507 $ 3,203,990
Short-term investments - 5,533,703
Accounts receivable - net 16,014,201 17,434,115
Inventories - net 19,276,922 19,318,522
Refundable income taxes 2,985,421 2,921,145
Deferred income taxes 1,684,792 2,901,201
Other current assets 1,183,900 2,634,085
-------------------------------
Total current assets $ 44,923,743 $ 53,946,761
-------------------------------
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements 1,018,821 1,018,822
Buildings 22,182,111 22,109,721
Machinery and equipment 55,970,290 56,174,718
Leasehold improvements and other 7,214,021 6,806,493
Construction in progress 5,639,432 3,843,792
-------------------------------
Total 92,024,675 89,953,546
Less accumulated depreciation and
amortization (36,754,886) (34,379,848)
-------------------------------
Property, plant and equipment - net 55,269,789 55,573,698
-------------------------------
GOODWILL - net 1,147,527 906,708
OTHER ASSETS 3,824,041 436,785
-------------------------------
TOTAL $105,165,100 $110,863,952
===============================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 2,282,658 $ 10,710,299
Accounts payable 11,440,985 8,330,461
Joint venture partner payable obligation 4,516,148 -
Accrued liabilities 3,510,619 3,889,540
-------------------------------
Total current liabilities 21,750,410 22,930,300
-------------------------------
LONG-TERM DEBT 5,433,832 118,762
-------------------------------
OTHER NONCURRENT LIABILITIES 1,061,980 2,442,274
-------------------------------
MINORITY INTEREST IN PARLEX SHANGHAI 451,171 4,021,485
-------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock 651,321 651,321
Additional paid-in capital 60,897,275 60,897,275
Retained earnings 16,456,596 21,467,585
Accumulated other comprehensive loss (499,860) (627,425)
Less treasury stock, at cost (1,037,625) (1,037,625)
-------------------------------
Total stockholders' equity 76,467,707 81,351,131
-------------------------------
TOTAL $105,165,100 $110,863,952
===============================
See notes to unaudited consolidated financial statements.
3
PARLEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
- ---------------------------------------------------------------------------
Three Months Ended Six Months Ended
December 30, 2001 December 31, 2000 December 30, 2001 December 31, 2000
-------------------------------------- --------------------------------------
<s> <c> <c> <c> <c>
REVENUES:
Product sales $20,674,280 $26,950,569 $42,296,931 $56,522,875
License fees and royalty income 10,190 50,272 23,039 166,768
--------------------------------------------------------------------------
Total revenues 20,684,470 27,000,841 42,319,970 56,689,643
--------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of products sold 20,824,376 25,385,651 41,890,508 49,519,876
Selling, general and administrative expenses 3,416,057 4,281,421 6,918,391 8,427,340
--------------------------------------------------------------------------
Total costs and expenses 24,240,433 29,667,072 48,808,899 57,947,216
--------------------------------------------------------------------------
OPERATING LOSS (3,555,963) (2,666,231) (6,488,929) (1,257,573)
OTHER INCOME, Net 120,352 131,767 222,488 261,135
INTEREST EXPENSE (115,374) (91,993) (309,661) (119,612)
--------------------------------------------------------------------------
LOSS FROM OPERATIONS BEFORE
INCOME TAXES AND MINORITY INTEREST (3,550,985) (2,626,457) (6,576,102) (1,116,050)
BENEFIT FROM INCOME TAXES 805,743 610,814 2,272,950 190,000
--------------------------------------------------------------------------
LOSS BEFORE MINORITY INTEREST (2,745,242) (2,015,643) (4,303,152) (926,050)
MINORITY INTEREST 63,302 (258,007) 460,124 (475,356)
--------------------------------------------------------------------------
NET LOSS $(2,681,940) $(2,273,650) $(3,843,028) $(1,401,406)
==========================================================================
BASIC LOSS PER SHARE $ (0.43) $ (0.36) $ (0.61) $ (0.22)
==========================================================================
DILUTED LOSS PER SHARE $ (0.43) $ (0.36) $ (0.61) $ (0.22)
==========================================================================
Weighted average shares - basic 6,303,216 6,281,089 6,303,216 6,279,402
==========================================================================
Weighted average shares - diluted 6,303,216 6,281,089 6,303,216 6,279,402
==========================================================================
See notes to unaudited consolidated financial statements
4
PARLEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- ---------------------------------------------------------------------------
Six Months Ended
December 30, 2001 December 31, 2000
----------------- -----------------
<s> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (3,843,028) $ (1,401,406)
----------------------------------
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Depreciation and amortization of property, plant and
equipment and other assets 3,256,671 3,382,265
Minority interest (460,124) 475,356
Changes in current assets and liabilities:
Accounts receivable - net 1,447,676 (1,207,821)
Inventories 70,075 (3,498,517)
Refundable taxes (55,276) (1,184,161)
Other assets and deferred taxes (1,111,004) (25,060)
Accounts payable and accrued liabilities 1,345,475 (329,606)
----------------------------------
Net cash provided by (used for) operating activities 650,465 (3,788,950)
----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Poly-Flex subsidiary 525,000 (94,309)
(Purchases) maturities of investments available for sale, net 5,498,950 (6,604,174)
Additions to property, plant and equipment and other assets (3,031,734) (4,057,287)
----------------------------------
Net cash provided by (used for) investing activities 2,992,216 (10,755,770)
----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank loans 11,099,418 11,235,000
Payment of bank loans (14,211,992) (5,949,205)
Exercise of stock options - 67,642
----------------------------------
Net cash (used for) provided by financing activities (3,112,574) 5,353,437
----------------------------------
Effect of exchange rate changes on cash 44,410 13,721
----------------------------------
Net increase (decrease) in cash and cash equivalents 574,517 (9,177,562)
Cash and cash equivalents, beginning of year 3,203,990 11,949,858
----------------------------------
Cash and cash equivalents, end of period $ 3,778,507 $ 2,772,296
==================================
SUPPLEMENTARY DISCLOSURE OF NONCASH TRANSACTIONS:
Effect of tax election on Poly-Flex acquisition $ - $ 3,197,000
==================================
Acquisition of minority interest in Parlex Shanghai $ 4,516,148 $ -
==================================
Property, plant, equipment and other asset purchases financed
under capital lease, long-term debt and accounts payable $ 962,734 $ 634,318
==================================
See notes to unaudited consolidated financial statements.
5
PARLEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------
1. Management Statement
The financial statements as reported in Form 10-Q reflect all
adjustments which are, in the opinion of management, necessary to present
fairly the financial position as of December 30, 2001 and the results of
operations and cash flows for the three months and six months ended
December 30, 2001 and December 31, 2000. All adjustments made to the
interim financial statements included all those of a normal and recurring
nature.
We followed the same accounting policies in the preparation of these
interim financial statements as described in our annual filing on Form 10-K
for the year ended June 30, 2001, this filing should be read in conjunction
with our annual report on Form 10-K for the year ended June 30, 2001.
2. Comprehensive Loss
Comprehensive loss for the three months and six months ended December
30, 2001 and December 31, 2000 is as follows:
Three Months Ended Six Months Ended
December 30, 2001 December 31, 2000 December 30, 2001 December 31, 2000
----------------- ----------------- ----------------- -----------------
<s> <c> <c> <c> <c>
Net loss $(2,681,940) $(2,273,650) $(3,843,028) $(1,401,406)
Other comprehensive (loss) income:
Unrealized gain (loss) on short term investments (5,835) 29,552 (34,751) 21,996
Foreign currency translation adjustments (45,721) 52,262 162,316 (8,275)
--------------------------------------------------------------------
Total comprehensive loss $(2,733,496) $(2,191,836) $(3,715,463) $(1,387,685)
====================================================================
The accumulated other comprehensive (loss) income balance is as follows:
Unrealized gains Foreign
(losses) on Currency Trans-
Short Term Investments lation Adjustments Total
---------------------- ------------------ -----
<s> <c> <c> <c>
Beginning balance, July 1, 2001 $ 34,751 $(662,176) $(627,425)
Current period change (34,751) 162,316 127,565
----------------------------------------------------
Ending balance, December 30, 2001 $ - $(499,860) $(499,860)
====================================================
6
3. Recent Accounting Pronouncements
Effective July 1, 2001, the Company adopted the provisions of
Statement on Financial Accounting Standards No.142, "Goodwill and Other
Intangible Assets"(SFAS 142). Under the provisions of SFAS 142, if an
intangible asset is determined to have an indefinite useful life, it shall
not be amortized until its useful life is determined to be no longer
indefinite. An intangible asset that is not subject to amortization shall
be tested for impairment annually, or more frequently if events or changes
in circumstances indicate that the asset might be impaired. Goodwill is not
amortized but is tested for impairment, for each reporting unit, on an
annual basis and between annual tests in certain circumstances. In
accordance with the guidelines in SFAS 142, the Company determined it has
one reporting unit. Upon adoption of SFAS 142 the Company performed an
impairment review and concluded that there are no necessary adjustments.
Other intangible assets, which is a component of other assets on the
condensed consolidated balance sheets, as of December 30, 2001, are as
follows:
Other
Intangible
Assets
----------
<s> <c>
Land use rights $1,144,835
Other intangible assets 110,080
Less: Accumulated amortization (58,921)
----------
Other intangible assets, net $1,195,994
==========
The Company has reassessed the useful lives of other intangible
assets and determined the useful lives are appropriate in determining
amortization expense. Amortization expense for the quarter ended December
30, 2001 was $1,464. The estimated amortization expense for each of the
fiscal years subsequent to June 30, 2001 is as follows:
Amortization Expense
--------------------
<s> <c>
For year ended June 30, 2002 $ 20,270
For year ended June 30, 2003 31,718
For year ended June 30, 2004 31,718
For year ended June 30, 2005 31,718
For year ended June 30, 2006 38,937
Thereafter 1,043,097
----------
$1,197,458
==========
The effect of adoption of SFAS 142 on net income and earnings per
share is as follows:
7
Three Months Ended Six Months Ended
December 30, 2001 December 31, 2000 December 30, 2001 December 31, 2000
----------------- ----------------- ----------------- -----------------
<s> <c> <c> <c> <c>
Reported net loss $(2,681,940) $(2,273,650) $(3,843,028) $(1,401,406)
Goodwill amortization (net of tax) - 78,563 - 190,971
-----------------------------------------------------------------------------
Adjusted net loss (2,681,940) (2,195,087) (3,843,028) (1,210,435)
Adjusted basic loss per share $ (0.43) $ (0.35) $ (0.61) $ (0.19)
=============================================================================
Adjusted diluted loss per share $ (0.43) $ (0.35) $ (0.61) $ (0.19)
=============================================================================
4. Reclassifications
Certain prior period amounts have been reclassified to conform to the
current period presentation.
5. Stock Options
On December 4, 2001 the stockholders approved the adoption of the
2001 Employees' Stock Option Plan (the "2001 Plan"). A total of 600,000
shares of Common stock (subject to adjustment for capital changes) in the
aggregate may be issued under the 2001 Plan.
6. Long-Term Debt
We executed an agreement to amend our Loan Agreement (the "Credit
Agreement") (originally dated March 1, 2000) on February 7, 2002. The
agreement provides our bank with a secured interest in all of our assets.
We may borrow up to a total of $15,000,000 that is now based on a borrowing
base of accounts receivable and marketable securities. No further advances
of principal will be made under this Credit Agreement after December 30,
2003. At our discretion, borrowings under the Credit Agreement accrue
interest at either a variable rate equal to the bank's prime rate (4.75% at
December 30, 2001) or a fixed rate equal to LIBOR plus a margin that
varies from 1.5% to 2.25%. The Credit Agreement carries an annual
commitment fee that varies from 1/4% to 1/2% on the average daily unused
portion of the bank's commitment. Interest is payable monthly. As of
December 30, 2001, the unused commitment amounted to $9.6 million. The
Credit Agreement has certain restrictive covenants related to current
ratio, tangible net worth, total liabilities to tangible net worth,
interest coverage ratio, debt service coverage ratio and income and capital
expenditure targets. As of December 30, 2001, we were not in compliance
with certain provisions of the Credit Agreement and received a waiver as of
December 30, 2001 for these provisions including income targets, interest
coverage and debt service coverage. The Credit Agreement permits us to pay
cash dividends to the extent such payment would not cause us to violate the
aforementioned covenants.
7. Income Taxes
Income taxes are recorded for this interim period based upon an
estimated annual effective tax rate. Our effective tax rate is impacted by
the proportion of our estimated annual income being earned in domestic
versus foreign tax jurisdictions and the generation of tax credits.
8
8. Acquisition
In 1995, we formed a joint venture, Parlex (Shanghai) Circuit Co.
Ltd. ("Parlex Shanghai"). At its formation, we had a 50.1% controlling
interest and as such have been consolidating Parlex Shanghai's financial
results within our financial statements with minority interest recorded to
reflect our partners' 49.9% interest.
On October 22, 2001, we entered into an agreement (the "Agreement")
to purchase Shanghai Jinling Co., Ltd's ("Jinling") 40% interest in Parlex
Shanghai, bringing our controlling interest to 90.1%. The Agreement
requires us to pay Jinling the sum of $2.2 million. We paid $1.1 million in
January 2002 with the balance due by March 31, 2002.
The acquisition of Jinling's 40% interest in Parlex Shanghai will be
accounted for as a business combination under the purchase method of
accounting.
Prior to the acquisition, dividends were declared based upon the
joint venture partners' proportional share of Parlex Shanghai's retained
earnings at December 30, 2000. Jinling's dividend approximated $2.3
million, payable in cash.
A preliminary allocation of purchase price has been made to the
assets acquired based on their estimated fair market value at the date of
acquisition resulting in goodwill of approximately $240,000. Such amount
is subject to change based upon the final allocation of purchase price.
We recently signed a memorandum of understanding with Gul
Technologies Singapore Ltd. to enter into a joint venture with us relative
to our Asian operations and are currently finalizing the terms of the
definitive joint venture agreement. Further, we have an agreement, subject
to approval by our Board of Directors, to purchase the remaining 9.9%
interest in our Chinese joint venture, Parlex Shanghai.
9. Other Intangible Assets -Land Use Rights
In December 2001, Parlex (Shanghai) Interconnect Products Co., Ltd.
("Parlex Interconnect"), our second tier subsidiary, purchased land use
rights for a parcel of land located in the People's Republic of China. The
purchase of the land use rights will allow us to expand our operations
within China.
The purchase price of the land use rights approximates $1.1 million
of which $347,000 has been paid as of December 30, 2001. The rights have
been capitalized as intangible assets and will be amortized over their 50
year life.
10. Inventories
Inventories of raw materials are stated at the lower of cost, first-in,
first-out or market. Work in process and finished goods are valued as a
percentage of completed cost, not in excess of net realizable value. Work in
process and finished goods inventory associated with programs cancelled by
customers are reserved as obsolete.
Inventories consisted of:
December 30, 2001 June 30, 2001
----------------- -------------
<s> <c> <c>
Raw materials $ 7,275,485 $ 6,766,359
Work in process 10,979,976 8,861,718
Finished goods 1,021,461 3,690,445
------------------------------
Total $19,276,922 $19,318,522
==============================
11. Revenue Recognition Policy
Revenue on product sales is recognized when persuasive evidence of an
arrangement exists, the price is fixed and determinable, delivery has
occurred and there is reasonable assurance of collection of the sales proceeds.
We generally obtain written purchase authorizations from our customers for a
specified amount of product, at a specified price and consider delivery to
have occurred at the time of shipment. License fees and royalty income are
recognized when earned.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the financial
information included in this Quarterly Report on Form 10-Q and with
"Factors That May Affect Future Results" set forth on page 16. The
following discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from the
results contemplated by these forward-looking statements as a result of
many factors, including those discussed below and elsewhere in this
Quarterly Report on Form 10-Q.
Overview
We are a leading supplier of flexible interconnects principally for
sale to the automotive, telecommunications and networking, diversified
electronics, aerospace and computer markets. We believe that our
development of innovative materials and processes provides us with a
competitive advantage in the markets in which we compete. During the past
three fiscal years, we have invested approximately $31.9 million in
property and equipment and approximately $14.9 million in research and
development to develop materials and enhance our manufacturing processes.
We believe that these expenditures will help us to meet customer demand for
our products, and enable us to continue to be a technological leader in the
flexible interconnect industry. Our research and development expenses are
included in our cost of products sold.
We formed a Chinese joint venture, Parlex Shanghai, in 1995 to better
serve our customers that have production facilities in Asia and to more
cost effectively manufacture products for worldwide distribution.
Effective October 22, 2001, we purchased the 40% share of Parlex Shanghai
held by one of our joint venture partners, increasing our equity interest
in Parlex Shanghai to 90.1%. Parlex Shanghai's results of operations, cash
flows and financial position are included in our consolidated financial
statements. We are in the process of transferring the production of our
automotive related products utilizing our PalFlex (r) technology from our
Methuen, Massachusetts facility to Parlex Interconnect, a wholly owned
subsidiary of Parlex Asia Pacific Limited. We recently signed a memorandum
of understanding with Gul Technologies Singapore Ltd. to enter into a joint
venture with us relative to our Asian operations and are currently
finalizing the terms of the definitive joint venture agreement. Further,
we have an agreement, subject to approval by our Board of Directors, to
purchase the remaining 9.9% interest in our Chinese joint venture, Parlex
Shanghai.
Results of Operations
The following table sets forth, for the periods indicated, selected
items in our statements of operations as a percentage of total revenue.
You should read the table and the discussion below in conjunction with our
Consolidated Financial Statements and the Notes thereto.
10
Three Months Ended Six Months Ended
Dec 30, 2001 Dec 31, 2000 Dec 30, 2001 Dec 30, 2000
------------ ------------ ------------ ------------
<s> <c> <c> <c> <c>
Total revenues 100.0 % 100.0 % 100.0 % 100.0 %
Cost of products sold 100.7 % 94.0 % 99.0 % 87.4 %
--------------------------------------------------------
Gross Profit (0.7)% 6.0 % 1.0 % 12.6 %
Selling, general and administrative expenses 16.5 % 15.9 % 16.3 % 14.8 %
--------------------------------------------------------
Operating loss (17.2)% (9.9)% (15.3)% (2.2)%
Loss from operations before benefit from
income taxes and minority interest (17.2)% (9.7)% (15.5)% (2.0)%
--------------------------------------------------------
Net loss (13.0)% (8.4)% (9.1)% (2.5)%
========================================================
Three Months Ended December 30, 2001 Compared to Three Months Ended
December 31, 2000
Total Revenues. Our total revenues were $20.7 million for the three
months ended December 30, 2001 compared to $27.0 million for the three
months ended December 31, 2000, representing a decrease of $6.3 million, or
23%.
Reductions in revenues are attributable to the general decline in
customer demand within the global electronics industry and a general
downturn of the U.S. economy. We experienced significant reductions in
revenues from our customers in the telecommunications and networking and
computer peripheral markets, which affected all of our manufacturing
operations. While sales are expected to increase, we are not able to
predict the time frame within which there will be renewed sales due to the
economic uncertainty in these markets, and there is no assurance that sales
will not fluctuate significantly in the future.
Licensing and royalty fees were $10,000 for the three months ended
December 30, 2001 compared to $50,000 for the same period in 2000.
Although we intend to continue developing materials and processes that we
can license to third parties, we do not expect that licensing and royalty
revenues will represent a significant portion of total revenues in the near
future.
Cost of Products Sold. Cost of products sold were $20.8 million, or
101% of total revenues, for the three months ended December 30, 2001,
compared to $25.4 million, or 94% of total revenues for the comparable
period in the prior year.
We experienced unfavorable manufacturing variances of $4.7 million or
23% of total revenues for the three months ended December 30, 2001. This
was due to excess manufacturing capacity associated with a 23% decrease in
revenues for this period compared to the three months ended December 31,
2000. In addition, our quarter ending December 30, 2001 includes a $76,000
charge for severance costs associated with a reduction in workforce. To
counteract the excess manufacturing capacity, we have implemented a plan to
further reduce manufacturing expenses and consolidate or relocate lower
margin products to our lower cost operations in China and Mexico. Although
these cost reduction measures are expected to improve our gross margins, a
return to profitability is predicated upon operational performance, a
favorable product mix and increased sales.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $3.4 million, or 17% of total revenues, for
the three months ended December 30, 2001, and $4.3 million or 16% of total
revenues for the same period in the prior year representing a decrease of
$865,000, or 20%. The decrease in selling, general
11
and administrative expenses is attributable to costs associated with a
reduction in personnel and lower commission expense.
Other Income, Interest Expense, and Benefit from Income Taxes. Other
income was $120,000 for the three months ended December 30, 2001, compared to
$132,000 for the three months ended December 31, 2000. Other income consists
primarily of interest income earned on our short-term investments, and the
decrease is associated with lower investment balances.
Interest expense was $115,000 for the three months ended December 31,
2001, compared to $92,000 for the comparable period in the prior year. The
increase in interest expense is due to the increased amount of average
borrowings required to finance working capital and capital expenditure
needs. The outstanding balances on our revolving credit line were $5.4
million and $5.8 million at the quarter ending December 30, 2001 and
December 31, 2000, respectively.
Our loss before benefit from income taxes and for the minority
interest in our Chinese joint venture, Parlex Shanghai, was $3.6 million
for the three months ended December 30, 2001, compared to a loss of $2.6
million for the comparable period in the prior year. We include Parlex
Shanghai's results of operations, cash flows and financial position in our
consolidated financial statements.
Our effective tax rate was approximately (23%) in the three months
ended December 30, 2001 and for the comparable period in the prior year.
Income taxes are recorded for this interim period based upon an estimated
annual effective tax rate. Our effective tax rate is impacted by the
proportion of our estimated annual income being earned in domestic versus
foreign tax jurisdictions and the generation of tax credits. Accordingly,
changes to our estimated annual effective tax rate are recorded in the
period of that change.
Our net loss was $2.7 million for the three months ended December 30,
2001, compared to a loss of $2.3 million for the three months ended
December 31, 2000, an increased loss of 18%.
Six Months Ended December 30, 2001 Compared to Six Months Ended
December 31, 2000
Total Revenues. Our total revenues were $42.3 million for the six
months ended December 30, 2001 compared to $56.7 million for the six months
ended December 31, 2000, representing a decrease of $14.4 million, or 25%.
Reductions in revenues are attributable to the general decline in
customer demand within the global electronics industry and a general
downturn of the U.S. economy. We experienced significant reductions in
revenues from our customers in the telecommunications and networking and
computer peripheral markets, which affected all of our manufacturing
operations. While sales are expected to increase, we are not able to
predict the time frame within which there will be renewed sales due to the
economic uncertainty in these markets, and there is no assurance that sales
will not fluctuate significantly in the future.
Licensing and royalty fees were $23,000 for the six months ended
December 30, 2001 compared to $167,000 for the same period in 2000. The
period ending December 31, 2000 included the receipt of the final
installment payment under the terms of our patent assignment agreement with
Polyclad Laminates, Inc. Although we intend to continue developing
materials and processes that we can license to third parties, we do not
expect that licensing and royalty revenues will represent a significant
portion of total revenues in the near future.
Cost of Products Sold. Cost of products sold were $41.9 million, or
99% of total revenues, for the six months ended December 30, 2001, compared
to $49.5 million, or 87% of total revenues for the comparable period in the
prior year.
12
We experienced unfavorable manufacturing variances of $8.9 million or
21% of total revenues for the six months ended December 30, 2001. This was
due to excess manufacturing capacity associated with a 25% decrease in
revenues for this period compared to the six months ended December 31,
2000. In addition, the six months ending December 30, 2001 includes a
$139,000 charge for severance costs associated with a reduction in
workforce. To counteract the excess manufacturing capacity, we have
implemented a plan to further reduce manufacturing expenses and consolidate
or relocate lower margin products to our lower cost operations in China and
Mexico. Although these cost reduction measures are expected to improve our
gross margins, a return to profitability is predicated upon operational
performance, a favorable product mix and increased sales.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $6.9 million, or 16% of total revenues, for
the six months ended December 30, 2001, and $8.4 million or 15% of total
revenues for the same period in the prior year representing a decrease of
$1.5 million, or 18%. The decrease in selling, general and administrative
expenses is attributable to costs associated with a reduction in personnel
and lower commission expense.
Other Income, Interest Expense, and Benefit from Income Taxes. Other
income was $222,000 for the six months ended December 30, 2001, compared to
$261,000 for the six months ended December 31, 2000. Other income consists
primarily of interest income earned on our short-term investments, and the
decrease is associated with lower investment balances.
Interest expense was $310,000 for the six months ended December 31,
2001, compared to $120,000 for the comparable period in the prior year.
The increase in interest expense is due to the increased amount of average
borrowings required to finance working capital and capital expenditure
needs. The outstanding balances on our revolving credit line were $5.4
million and $5.8 million at December 30, 2001 and December 31, 2000,
respectively.
Our loss before benefit from income taxes and for the minority
interest in our Chinese joint venture, Parlex Shanghai, was $6.6 million
for the six months ended December 30, 2001, compared to a loss of $1.1
million for the comparable period in the prior year. We include Parlex
Shanghai's results of operations, cash flows and financial position in our
consolidated financial statements.
Our effective tax rate was approximately (35%) in the six months
ended December 30, 2001 compared to an effective tax rate of (17%) for the
comparable period in the prior year. The increase in the effective tax
rate resulted from net operating losses in higher tax jurisdictions and an
increased amount of available tax credits.
Our net loss was $3.8 million for the six months ended December 30,
2001, compared to a loss of $1.4 million for the six months ended December
31, 2000.
Liquidity and Capital Resources
As of December 30, 2001, we had approximately $3.8 million in cash
and cash equivalents.
Net cash provided by operations during the six months ended December
30, 2001 was $650,000. This cash was generated from a reduction in our
working capital requirements including the collection of $1.4 million of
receivables.
Cash provided by investing activities was $3.0 million for the six
months ended December 30, 2001. These funds were generated from the sale
of $5.5 million of higher-yielding investment grade corporate and United
States Government debt securities, $525,000 received from Cookson Group
plc as final settlement related to acquisition of Poly-Flex less the purchase
of $3.0 million of capital equipment and other expenditures. Cash used for
financing activities was $3.1 million for the six months ended December 30,
2001 which represents the net repayments and borrowings on our bank debt.
13
We executed an agreement to amend our Loan Agreement (the "Credit
Agreement") (originally dated March 1, 2000) on February 7, 2002. The
agreement provides our bank with a secured interest in all of our assets.
We may borrow up to a total of $15,000,000 that is now based on a borrowing
base of accounts receivable and marketable securities. No further advances
of principal will be made under this Credit Agreement after December 30,
2003. At our discretion, borrowings under the Credit Agreement accrue
interest at either a variable rate equal to the bank's prime rate (4.75% at
December 30, 2001) or a fixed rate equal to LIBOR plus a margin that varies
from 1.5% to 2.25%. The Credit Agreement carries an annual commitment fee
of 1/4% to 1/2% on the average daily unused portion of the bank's commitment.
Interest is payable monthly. As of December 30, 2001, the unused
commitment amounted to $9.6 million. The Credit Agreement has certain
restrictive covenants related to current ratio, tangible net worth, total
liabilities to tangible net worth, interest coverage ratio, debt service
coverage ratio, and income and capital expenditure targets. As of December
30, 2001 we were not in compliance with certain provisions of the Credit
Agreement and received a waiver as of December 30, 2001 for these
provisions including income targets, interest coverage and debt service
coverage. The Credit Agreement permits us to pay cash dividends to the
extent such payment would not cause us to violate the aforementioned
covenants.
As of December 30, 2001 we have, as provided for under our Revolving
Credit Agreement, converted $5 million of our Credit Agreement borrowings
into five LIBOR contracts with maturities between three and five months.
The LIBOR plus margin for these contracts varies between 4.20% and 4.52%.
At January 27, 2002, our cash balance approximated $2.7 million, which
is after payment of $1.1 million of the $2.2 million owed to Jinling for its
interest in Parlex Shanghai, with the $1.1 million balance due Jinling by
March 31, 2002. In addition, Jinling is due $2.3 million by March 31, 2002
for dividends owed to Jinling. Further, our availability under the Credit
Agreement was $8.1 million at January 27, 2002. Although we expect to finalize
the terms of our joint venture agreement with Gul Technologies Singapore Ltd.,
("Gul"), the terms of which would include Gul purchasing an interest in
certain of our existing subsidiaries for cash, our ability to fund future
capital needs and research and development would be adversely affected if the
joint venture agreement is not completed. We anticipate maintaining positive
operating cash flows through June 30, 2002 by continuing to reduce costs and
manage working capital.
We believe that our cash on hand, our anticipated cash flow from
operations, and the amounts to be made available under our Credit Agreement
should be sufficient to meet our anticipated needs for at least the next 12
months.
Recent Accounting Pronouncements
Effective July 1, 2001, we adopted the provisions of Statement on
Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" (SFAS 142). Under the provisions of SFAS 142, if an intangible
asset is determined to have an indefinite useful life, it shall not be
amortized until its useful life is determined to be no longer indefinite.
An intangible asset that is not subject to amortization shall be tested for
impairment annually, or more frequently if events or changes in
circumstances indicate that the asset might be impaired. Goodwill is not
amortized but is tested for impairment, for each reporting unit, on an
annual basis and between annual tests in certain circumstances. In
accordance with the guidelines in SFAS 142, we determined we have one
reporting unit. Upon adoption of SFAS 142 we performed an impairment
review and concluded that there were no necessary adjustments.
Market Risk
The following discussion about our market risk disclosures involves
forward-looking statements. Actual results could differ materially from
those projected in the forward-looking statements. We are exposed to
market risk related to changes in interest rates and foreign currency
exchange rates. We do not use derivative financial instruments for
speculative or trading purposes.
We maintain a portion of our cash and cash equivalents in financial
instruments with maturities of one month. These financial instruments are
subject to interest rate risk and will change in value if interest rates
fluctuate. Due to the short duration of these financial instruments, an
immediate decrease in interest rates would not have a material adverse
effect upon our financial position. As of December 30, 2001, we had no
funds invested in these financial instruments.
14
We also have a revolving credit line, at our lender's prime rate or
LIBOR plus a margin that varies from 1.5% to 2.25%. Both the prime rate
and LIBOR are affected by changes in market interest rates. As of December
30, 2001, we owe approximately $5.4 million under the terms of the Credit
Agreement. We have the option to repay borrowings at anytime without
penalty, other than breakage fees in the case of prepayment of LIBOR
borrowings. We believe that a 10% change in interest rates would not have
a significant impact upon our financial position or results of operations.
The remainder of our long-term debt bears interest at fixed rates and
is therefore not subject to market risk.
A substantial, and growing, portion of our business is conducted in
Asia and the United Kingdom. Therefore our future results could be
affected by fluctuations in the dollar's value against other currencies,
specifically the Chinese Renminbi, in the case of Parlex Shanghai and
Parlex Interconnect, and the British Sterling, in the case of Poly-Flex
Circuits Limited. The effect of foreign currency fluctuations on long term
assets for the period ended December 30, 2001 was an increase of $162,000
and the cumulative historical effect, since 1995, was a decrease of
$500,000, as reflected in our Consolidated Balance Sheets as accumulated
other comprehensive loss. Although exchange rates between the dollar and
the Renminbi have remained stable, exchange rates between the dollar and
the British Sterling have fluctuated significantly in recent years. We do
not believe that the effect of foreign currency fluctuation is material to
our results of operations as the expenses related to our foreign currency
revenues are recorded in the same currency. However, the value of assets
recorded on our Consolidated Balance Sheets may be materially impacted by
foreign currency translation, as well as the translated amounts of revenues
and expenses. Nonetheless, we do not plan to modify our business
practices.
We have relied primarily upon financing activities to fund our United
States and Chinese operations. In the event that we are required to fund
these operations or cash needs with funds generated in the United Kingdom,
currency rate fluctuations in the future could have a significant impact.
However, at the present time, we do not anticipate altering our business
plans and practices to compensate for future currency fluctuations.
Factors That May Affect Future Results
This Quarterly Report on Form 10-Q contains certain "forward-looking
statements" as defined under the federal securities laws. Our actual
results of operations may differ significantly from those contemplated by
such forward-looking statements as a result of various risk factors beyond
our control, including, but not limited to, economic conditions in the
electronics industry, particularly in the principal industry sectors we
serve, changes in customer requirements and in the volume of sales to
principal customers, competition and technological change, and other one-
time events including, but not limited to, recent terrorist attacks and
other important factors disclosed previously, including our memorandum of
understanding with Gul Technologies Singapore Ltd. to enter into a
definitive joint venture with us relative to our Asian operations, and from
time to time in other filings we have made with the U.S. Securities and
Exchange Commission.
15
PART II - OTHER INFORMATION
---------------------------
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY STOCKHOLDERS
(a) The Annual Meeting of Stockholders was held on November 27, 2001.
There was no solicitation in opposition to management's nominees as
listed in our proxy statement and all such nominees were elected as
Class I directors for a three-year term.
(b) At the Annual Meeting, stockholders elected the following Class I
directors whose terms expire in 2004:
Name For Authority Withheld
---- --- ------------------
Lester Pollack 4,587,578 794,152
Benjamin A. Rabinovici 4,587,578 794,152
Richard Hale 5,040,873 340,857
(c) The stockholders adjourned the Annual Meeting until December 4, 2001
at which time the stockholders approved the adoption of the 2001
Employee's Stock Option Plan as described in our proxy statement.
For Against / Abstain / No Vote
--- ---------------------------
3,199,750 2,243,534
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - See Exhibit Index
(b) Reports on Form 8-K - We did not file a report on Form 8-K during the
quarter ended December 30, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934,the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
PARLEX CORPORATION
------------------
By: /s/ Peter J. Murphy
--------------------------------
Peter J. Murphy
President and Chief Executive
Officer
By: /s/ Robert A. Rieth
--------------------------------
Robert A. Rieth
Senior Vice President & CFO
(Principal Accounting and
Financial Officer)
February 12, 2002
------------------------------------
Date
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
10-V Parlex Corporation 2001 Employees' Stock Option Plan (1)
(1) Incorporated by reference to Parlex Corporation's
Registration Statement on Form S-8 filed on January 4,
2002
18