-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F4PM6ZAFdjPsv6hQ/PYX2JCD9+yYv7XEpfcgJ9+BahiJDjyuuUtj0mU16n5e8pjv 43PAfaI3Db/7tGJTgjSjqQ== 0000910647-05-000262.txt : 20050915 0000910647-05-000262.hdr.sgml : 20050915 20050915163127 ACCESSION NUMBER: 0000910647-05-000262 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050915 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050915 DATE AS OF CHANGE: 20050915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARLEX CORP CENTRAL INDEX KEY: 0000724988 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 042464749 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12942 FILM NUMBER: 051087025 BUSINESS ADDRESS: STREET 1: ONE PARLEX PLACE CITY: METHUEN STATE: MA ZIP: 01844 BUSINESS PHONE: 5086854341 8-K 1 parl-8k4.txt BODY OF FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 15, 2005 ------------------ PARLEX CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Massachusetts ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-12942 04-2464749 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) One Parlex Place, Methuen, Massachusetts 01844 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (978) 685-4341 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. ---------------------------------------------- On September 14, 2005, Parlex Corporation issued a press release setting forth its results of operations and financial condition for its fourth fiscal quarter and fiscal year ended June 30, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (c) Exhibits. (99.1) Press Release of Parlex Corporation dated September 15, 2005. 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 hereunto duly authorized. PARLEX CORPORATION (Registrant) By: /s/ Jonathan R. Kosheff ----------------------- Jonathan R. Kosheff Chief Financial Officer Date: September 15, 2005 2 EX-99 2 par4-x99.txt EXHIBIT 99.1 Exhibit 99.1 Parlex Reports Financial Results for Fiscal Year 2005 METHUEN, Mass.--Sept. 15, 2005--Parlex Corporation (PRLX) today reported financial results for the year ended June 30, 2005. Revenues from continuing operations increased 27% to $105.9 million compared with $83.5 million for the same period in the previous year. On August 18, the Company announced the sale of its Methuen, Massachusetts, Multilayer operations to Amphenol Corporation (APH). The Multilayer operation was accounted for as a discontinued operation for financial reporting purposes at June 30, 2005. Operating income from continuing operations was $2.6 million for the year compared to $2.2 million in the prior year. Net loss from continuing operations for the year ended June 30, 2005 was $0.8 million versus $0.4 million for the same period of the prior year. The loss from discontinued operations attributable to our Multilayer business was $10.7 million in fiscal 2005 versus $7.7 million in fiscal 2004. The loss from discontinued operations in fiscal 2005 includes a fourth quarter impairment charge on assets held for sale totaling $5.4 million. Net losses attributable to common shareholders including results from discontinued operations totaled $11.8 million or ($1.83) per diluted share for the year ended June 30, 2005 versus a net loss of $8.3 million or ($1.31) for the prior year. No tax benefit was recorded on U.S. net operating losses in either year. Peter J. Murphy, President and Chief Executive Officer of Parlex, stated "Increased revenues of 27% from continued operations for FY05 were almost entirely attributable to shipments from China where sales increased approximately $17 million and represents approximately 50% of the $106 million in total revenues. End markets supporting fiscal 2005 growth include computer peripherals, medical electronics, mobile phones, appliance and automotive. Parlex retains its strong position in the computer printer segment with increased revenues of 40% resulting primarily from population of flexible circuits with surface mount components utilizing our proprietary lead free polysolder attachment process. The medical segment also achieved robust growth as more customers increasingly show a preference for polymer thick film technology utilizing unique inks and medical gels developed by Parlex. Parlex previously announced the sale of certain assets related to its multilayer operation to Amphenol Corporation. The transition of this business is well underway and is expected to be complete before the end of calendar year 2005." On August 18, 2005, the Company announced that it had entered into a definitive agreement to be acquired by Johnson Electric Holdings Limited. The transaction is subject to Parlex Corporation shareholder approval and other customary closing conditions, including regulatory approvals. Parlex Corporation's Board of Directors unanimously approved the transaction and has recommended to Parlex Corporation's shareholders that they approve the transaction. Parlex has filed a preliminary Proxy statement detailing the proposed transaction with the U.S. Securities and Exchange Commission (SEC). Following approval for release by the SEC, proxy statements will be made available to shareholders and other interested parties. About Parlex Parlex Corporation is a world leader in the design and manufacture of flexible, interconnect products. Parlex produces custom flexible circuits and laminated cables utilizing proprietary processes and patented technologies, which are designed to satisfy the unique requirements of a wide range of customers. Its manufacturing facilities are located in the United States, China, Mexico and the United Kingdom. Forward Looking Statements This release contains "forward-looking statements" as defined under the Federal Securities Laws. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) further adverse changes in general economic conditions; (ii) further delays or reductions in the spending of the industry sectors we serve; (iii) the Company's ability to effectively manage operating costs and increase operating efficiencies; (iv) further declines in revenues; (v) insufficient, excess or obsolete inventory; (vi) competitive factors, including but not limited to pricing pressures, in the flexible interconnect markets; (vii) component quality and availability; (viii) rapid technological and market change and the transition to new products; (ix) the relative and varying rates of product price and component cost declines; (x) the effects of war or acts of terrorism, including the effect on the economy generally, on particular industry segments, on transportation and communication systems and on the Company's ability to manage logistics in such an environment, including receipt of components and distribution of products; (xi) the ability to attract and retain highly qualified employees; (xii) the uneven pattern of quarterly sales; (xiii) fluctuating currency exchange rates; (xiv) risks associated with strategic investments and acquisitions; (xv) the Company's ability to execute on its plans; and (xvi) other one-time events and other important factors disclosed previously and from time to time in its filings with the U.S. Securities and Exchange Commission. PARLEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Years Ended June 30, 2005 June 30, 2004 ------------- ------------- REVENUES $105,857,189 $83,482,406 ------------ ----------- COSTS AND EXPENSES: Cost of products sold 86,878,201 67,079,379 Selling, general and administrative expenses 16,369,391 14,219,677 ------------ ----------- TOTAL COSTS AND EXPENSES 103,247,592 81,299,056 ------------ ----------- OPERATING INCOME FROM CONTINUING OPERATIONS 2,609,597 2,183,350 INTEREST AND OTHER EXPENSE (3,166,019) (2,510,796) ------------ ----------- LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND MINORITY INTEREST (556,422) (327,446) INCOME TAX (PROVISION) BENEFIT (155,080) 55,001 ------------ ----------- LOSS FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST (711,502) (272,445) MINORITY INTEREST (131,834) (155,380) ------------ ----------- LOSS FROM CONTINUING OPERATIONS (843,336) (427,825) LOSS FROM DISCONTINUED OPERATIONS (NET OF INCOME TAXES) (10,716,852) (7,738,102) ------------ ----------- NET LOSS (11,560,188) (8,165,927) PREFERRED STOCK DIVIDENDS (268,127) (171,067) ------------ ----------- NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $(11,828,315) $(8,336,994) ============ =========== BASIC AND DILUTED NET LOSS PER SHARE: Loss from continuing operations $(0.17) $(0.09) Loss from discontinued operations (1.66) (1.22) ------------ ----------- NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS $(1.83) $(1.31) ============ =========== WEIGHTED AVERAGE SHARES - BASIC AND DILUTED 6,455,456 6,369,516 ============ ===========
PARLEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
June 30, 2005 June 30, 2004 ------------- ------------- ASSETS Current Assets (includes $2,760,210 of assets held for sale in 2005) $53,053,267 $46,757,099 Property, Plant & Equipment, Net 37,564,771 44,979,740 Goodwill and Other Assets - Net 3,020,803 3,513,392 ----------- ----------- Total Assets $93,638,841 $95,250,231 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities $40,743,099 $33,657,528 Non-Current Liabilities 14,209,814 11,559,770 Minority Interest 702,797 570,963 Stockholders' Equity 37,983,131 49,461,970 ----------- ----------- Total Liabilities & Stockholders' Equity $93,638,841 $95,250,231 =========== ===========
Contact: Parlex Corporation Jon Kosheff, 978-946-2591 Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----