-----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, LLwDbHYU5nFz1mA5iGN4O6G5RwDpAXSqTDsyVWgeSYseFK/oBDA71B5thz3mV38S qE+P7Vx8h9kdLVJ+A5ejKQ== 0000076267-04-000040.txt : 20041021 0000076267-04-000040.hdr.sgml : 20041021 20040924101429 ACCESSION NUMBER: 0000076267-04-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040829 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20040923 DATE AS OF CHANGE: 20041021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARK ELECTROCHEMICAL CORP CENTRAL INDEX KEY: 0000076267 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 111734643 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04415 FILM NUMBER: 041043948 BUSINESS ADDRESS: STREET 1: 5 DAKOTA DR CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5163544100 MAIL ADDRESS: STREET 1: 5 DAKOTA DR CITY: LAKE SUCCESS STATE: NY ZIP: 11042 8-K 1 e8k2q05.txt FORM 8-K DATED SEPTEMBER 23, 2004 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 23, 2004 -------------------- PARK ELECTROCHEMICAL CORP. - ------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) New York 1-4415 11-1734643 - ------------------------------------------------------------ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 5 Dakota Drive, Lake Success, New York 11042 - ------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (516) 354-4100 -------------- Not Applicable - ----------------------------------------------------------------- Former Name or Former Address, if Changed Since Last Report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] 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. Park Electrochemical Corp. (the "Company") issued a news release on September 23, 2004 reporting its results of operations for its fiscal year 2005 second quarter ended August 29, 2004. The Company is furnishing the news release to the Securities and Exchange Commission pursuant to Item 2.02 of Form 8-K as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 News Release dated September 23, 2004 SIGNATURE 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. PARK ELECTROCHEMICAL CORP. Date: September 23, 2004 By:/s/ Murray O. Stamer Name: Murray O. Stamer Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Number Exhibit Description Page 99.1 News Release dated September 23, 2004 5 EX-99 2 enr2q05.txt NEWS RELEASE SECOND QUARTER RESULTS PARK ELECTROCHEMICAL CORP. NEWS RELEASE Contact: Murray Stamer 5 Dakota Drive Lake Success, NY 11042 (516) 354-4100 PARK ELECTROCHEMICAL REPORTS SECOND QUARTER RESULTS LAKE SUCCESS, New York, September 23, 2004......Park Electrochemical Corp. (NYSE-PKE) reported sales of $51,098,000 for the second quarter ended August 29, 2004 compared to sales from continuing operations of $43,566,000 for the second quarter of last year. Park's sales for the first six months were $109,616,000 compared to sales from continuing operations of $87,889,000 for last year's first six months. Park reported net earnings of $2,947,000 for the second quarter ended August 29, 2004 compared to net earnings of $19,038,000 for last fiscal year's second quarter ended August 31, 2003. During the prior year's second quarter, the Company realized a pre-tax gain of $33,088,000 related to the payment of the judgment against Delco Electronics Corporation resulting from the lawsuit filed against Delco, and the Company incurred pre-tax charges of $6,504,000 related to the realignment of its North American FR-4 business operations. As a result, net profit from continuing operations before special items for last year's second quarter was $1,098,000. For the six month period ended August 29, 2004, Park reported net earnings of $8,968,000 compared to net earnings of $10,587,000 for last year's first six month period. For the prior year's first six month period, the Company reported a pre- tax gain of $33,088,000 related to the Delco lawsuit and pre-tax charges of $8,438,000 related to realignment costs. As a result, net profit from continuing operations before special items for last year's first six month period was $512,000. Park reported diluted earnings per share of $.15 and $.45, respectively, for the second quarter and six months ended August 29, 2004 compared to diluted earnings per share of $.95 and $.53, respectively, for last year's second quarter and first six month period. Diluted earnings per share from continuing operations before special items were $.06 and $.03, respectively, for last year's second quarter and first six month period. Brian Shore, Park's President and CEO, said, "When we announced our first quarter results on June 30, 2004, I commented that it appeared that our industry had very recently begun to slow down to some extent. With the benefit of 20/20 hindsight, it appears that our observation regarding the industry's slowing down was correct. As a matter of fact, throughout the second quarter, our business operated at levels below the levels of the first quarter. Obviously, the question many of you will have is whether our global industry will now begin to pick back up, especially since the summer is over. Unfortunately, there are no clear signals at this time as to whether the global industry climate will improve during the remainder of the calendar year. Although we continue to grow and expand and invest in our business in Asia, we have made additional adjustments to our volume FR-4 oriented businesses, particularly in North America. As I have explained in the past, although we are fully committed to our existing FR-4 customers in North America and Europe, I do not believe that our volume FR-4 businesses will be the driver of our company's future. As a result, we continue to transition our traditional volume FR-4 manufacturing facilities to higher technology product manufacturing. As I have also explained on numerous occasions, we run our business for the long term, and we make adjustments to our business operations only when we believe it is in the long-term interest of our company to do so. In any case, regardless as to what business levels we see over the next three months or six months or twelve months, we continue the long and difficult process of reinventing our company into a technology company. We believe this reinvention of our company is essential for our future regardless as to what business levels we experience over the short term." The Company will conduct a conference call to discuss its financial results at 11:00 a.m. EDT today. Forward-looking and other material information may be discussed in this conference call. The conference call dial-in number is (800) 289-0528. For those unable to listen to the call live, a conference call replay will be available from approximately 2:00 p.m. EDT today through 11:59 p.m. EDT on Monday, September 27, 2004. The conference call replay can be accessed by dialing (888) 203-1112 and entering passcode 834034 or on the Company's website at www.parkelectro.com under the caption "Investor Conference Calls". Any additional material financial or statistical data disclosed in the conference call will also be available at the time of the conference call on the Company's web site at www.parkelectro.com under the caption "Investor Conference Calls". Park 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. Accordingly, in addition to disclosing its financial results determined in accordance with GAAP, Park discloses non-GAAP operating results that exclude special items in order to assist its shareholders and other readers in assessing the company's operating performance. Such non-GAAP financial measures are provided to supplement the results provided in accordance with GAAP. Certain portions of this press release 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. Such factors include, but are not limited to, general conditions in the electronics industry, Park's competitive position, the status of Park'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 Park's Annual Report on Form 10-K for the fiscal year ended February 29, 2004. Park Electrochemical Corp. is a leading global designer and producer of electronic materials used to fabricate complex multilayer printed circuit boards and interconnection systems. Park specializes in advanced materials for high layer count circuit boards and high-speed digital and RF/Microwave electronic systems. Park also designs and manufactures advanced composite materials for the aerospace, military and industrial markets. The Company's manufacturing facilities are located in Singapore, China, France, Connecticut, New York, Arizona and California. Additional corporate information is available on the World Wide Web at www.parkelectro.com and www.parknelco.com.
The performance table (in thousands, except per share amounts - unaudited): 13 weeks ended 26 weeks ended -------------- -------------- 8/29/04 8/31/03 8/29/04 8/31/03 Sales from Continuing Operations $51,098 $43,566 $109,616 $87,889 Net Profit from Continuing Operations before Special Items $ 2,947 $ 1,098 $ 8,968 $ 512 After-Tax Special Items - 19,884 - 18,826 Loss from Discontinued Operations, Net of Taxes - (1,944) - (8,751) ------- -------- --------- -------- Net Earnings $ 2,947 $19,038 $ 8,968 $10,587 Diluted Earnings Per Share: Net Profit from Continuing Operations before Special Items $ 0.15 $ 0.06 $ 0.45 $ 0.03 After-Tax Special Items - 0.99 - 0.94 Loss from Discontinued Operations, Net of Taxes - (0.10) - (0.44) -------- ------- --------- ------- Net Earnings $ 0.15 $ 0.95 $ 0.45 $ 0.53 Diluted Weighted Average Shares Outstanding 20,112 19,943 20,090 19,856
The comparative balance sheets (in thousands): 8/29/04 2/29/04 ------- ------- Assets (unaudited) Current Assets Cash and Marketable Securities $199,421 $189,186 Accounts Receivable, Net 32,409 36,149 Inventories 14,345 11,707 Other Current Assets 2,005 3,040 -------- -------- Total Current Assets 248,180 240,082 Fixed Assets, Net 66,767 70,569 Other Assets 758 419 -------- -------- Total Assets $315,705 $311,070 Liabilities and Stockholders' Equity Current Liabilities Accounts Payable $ 13,053 $ 14,913 Accrued Liabilities 22,915 24,468 Income Taxes Payable 6,421 3,248 --------- --------- Total Current Liabilities 42,389 42,629 Deferred Income Taxes 5,098 5,107 Liabilities from Discontinued Operations 17,373 19,438 -------- -------- Total Liabilities 64,860 67,174 Stockholders' Equity 250,845 243,896 -------- -------- Total Liabilities and Stockholders' Equity $315,705 $311,070 ======== ======== Equity Per Share $12.61 $12.33
Detailed operating information (in thousands - unaudited): 13 Weeks Ended 26 Weeks Ended 8/29/04 8/31/03 8/29/04 8/31/03 Continuing Operations Net Sales $ 51,098 $ 43,566 $109,616 $ 87,889 Cost of Sales 41,680 37,647 86,486 77,347 % 81.6% 86.4% 78.9% 88.0% Gross Profit 9,418 5,919 23,130 10,542 % 18.4% 13.6% 21.1% 12.0% Selling, General and Administrative Expenses 6,521 6,213 14,862 12,417 % 12.7% 14.3% 13.6% 14.1% Profit Loss) from Operations 2,897 (294) 8,268 (1,875) % 5.7% -0.7% 7.5% -2.1% Other Income 776 744 1,427 1,488 % 1.5% 1.7% 1.3% 1.7% Pre-Tax Operating Profit (Loss) 3,673 450 9,695 (387) % 7.2% 1.0% 8.8% -0.4% Income Tax Provision (Benefit) 726 (648) 727 (899) Effective Tax Rate 19.8% -144.0% 7.5% 232.3% Net Profit from Continuing Operations before Special Items 2,947 1,098 8,968 512 % 5.8% 2.5% 8.2% 0.6% Special Items: Delco Lawsuit - 33,088 - 33,088 % - 75.9% - 37.6% Realignment charges - (6,504) - (8,438) % - -14.9% - -9.6% Income Tax Provision - 6,700 - 5,824 Effective Tax Rate - 25.2% - 23.6% After-Tax Special Items - 19,884 - 18,826 % - 45.6% - 21.4% After Special Items: Earnings from Continuing Operations before Income Taxes 3,673 27,034 9,695 24,263 % 7.2% 62.1% 8.8% 27.6% Income Tax Provision 726 6,052 727 4,925 Effective Tax Rate 19.8% 22.4% 7.5% 20.3% Net Earnings from Continuing Operations 2,947 20,982 8,968 19,338 % 5.8% 48.2% 8.2% 22.0% Loss from Discontinued Operations, Net of Taxes - (1,944) - (8,751) % - -4.5% - -10.0% Net Earnings $ 2,947 $ 19,038 $ 8,968 $ 10,587 % 5.8% 43.7% 8.2% 12.0%
-----END PRIVACY-ENHANCED MESSAGE-----