-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GPRGoCxRO4wuHAwaXyTMDyJ9+i/+8Iv6knpMNEI7bNDsywuWTUbXfHMVjVlV87bm dNkXeK/MIRA1rzHbHn70pw== 0000076267-95-000002.txt : 19950111 0000076267-95-000002.hdr.sgml : 19950111 ACCESSION NUMBER: 0000076267-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941127 FILED AS OF DATE: 19950110 SROS: NONE 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04415 FILM NUMBER: 95500782 BUSINESS ADDRESS: STREET 1: 5 DAKOTA DR CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5163544100 MAIL ADDRESS: STREET 2: 5 DAKOTA DRIVE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 10-Q 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 10-Q (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 27, 1994 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 ISSUERS 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 Sections 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: 5,712,976 as of December 30, 1994. 2 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES I N D E X Page Number PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Condensed Consolidated Balance Sheets November 27, 1994 (Unaudited) and February 27, 1994.............................. 3 Consolidated Statements of Earnings 13 weeks and 39 weeks ended November 27, 1994 (Unaudited) and November 28, 1993 (Unaudited).. 4 Consolidated Statements of Cash Flows 39 weeks ended November 27, 1994 (Unaudited) and November 28, 1993 (Unaudited) 5 Notes to Condensed Consolidated Financial Statements (Unaudited) ....................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................... 8 PART II. OTHER INFORMATION: Item 1. Legal Proceedings .............................. 10 Item 6. Exhibits and Reports on Form 8-K ............... 10 SIGNATURES ................................................. 11 3 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
November 27, February 27, 1994 1994 ASSETS (Unaudited) * Cash and cash equivalents $ 30,361 $ 14,135 Marketable securities 15,885 23,918 Accounts receivable, net 29,442 28,904 Inventories (Note 2) 18,693 16,144 Prepaid expenses & other current assets 3,248 2,738 -------- ------- TOTAL CURRENT ASSETS 97,629 85,839 Property, plant and equipment, net 56,616 51,398 Other assets (Note 3) 2,445 3,513 -------- -------- $156,690 $140,750 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Bank loans payable $ 10 $ 78 Accounts payable 26,644 24,443 Accrued liabilities 14,027 12,487 Income taxes payable 2,765 2,964 -------- -------- TOTAL CURRENT LIABILITIES 43,446 39,972 Long-term debt (Note 3) 9 32,861 Deferred income taxes 5,328 4,772 Deferred pension liability 1,691 1,691 Stockholders' Equity: (Note 3) Common stock 679 520 Other stockholders' equity 105,537 60,934 -------- -------- TOTAL STOCKHOLDERS' EQUITY 106,216 61,454 -------- -------- $156,690 $140,750 ======== ======== *The Balance Sheet at February 27, 1994 has been taken from the audited financial statements at that date, and condensed.
4 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited - in thousands, except per share data)
13 weeks ended 39 weeks ended November 27, November 28, November 27, November 28, 1994 1993 1994 1993 Net sales $64,834 $54,063 $186,398 $150,610 -------- -------- --------- --------- Costs and expenses: Cost of sales 50,060 43,685 145,857 123,299 Selling, general and administrative 7,564 6,591 21,976 19,065 -------- -------- --------- --------- Total costs and expenses 57,624 50,276 167,833 142,364 -------- -------- --------- --------- Operating profit 7,210 3,787 18,565 8,246 -------- -------- --------- --------- Other income (expense): Interest expense (5) (606) (417) (1,846) Other income, net 381 225 1,225 786 -------- -------- --------- --------- Total other income (expense) 376 (381) 808 (1,060) -------- -------- -------- -------- Earnings before income tax provision 7,586 3,406 19,373 7,186 Income tax provision 2,807 1,229 7,168 2,529 -------- -------- -------- -------- NET EARNINGS $ 4,779 $ 2,177 $12,205 $ 4,657 ======== ======== ======== ======== Net earnings per common share: Primary $ .84 $ .55 $ 2.29 $ 1.17 Fully Diluted $ .82 $ .45 $ 2.16 $ 1.03 Dividends per common share $ .12 $ .08 $ .28 $ .24 Weighted average number of common shares outstanding: Primary 5,687 3,983 5,333 3,989 Fully Diluted 5,829 5,728 5,780 5,727
5 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - in thousands)
39 weeks ended November 27, November 28, 1994 1993 NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 20,151 $ 15,699 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment, net (10,787) (5,462) Purchases of marketable securities (11,018) (172,713) Proceeds from sales of marketable securities 19,034 174,547 --------- --------- Net cash used in investing activities (2,771) (3,628) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds of borrowings - 491 Repayment of bank loans (72) - Repayments of long-term borrowing (21) (12) Dividends paid (1,541) (956) Purchase of treasury stock - (6,566) Proceeds from exercise of stock options 638 - Debt conversion costs (100) - --------- --------- Net cash used in financing activities (1,096) (7,043) --------- --------- INCREASE IN CASH AND CASH EQUIVALENTS BEFORE EXCHANGE RATE CHANGES 16,284 5,028 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (58) 33 --------- -------- INCREASE IN CASH AND CASH EQUIVALENTS 16,226 5,061 CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD 14,135 9,006 --------- --------- CASH AND CASH EQUIVALENTS END OF PERIOD $ 30,361 $ 14,067 ========= ========= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 28 $ 1,217 Income taxes $ 6,992 $ 1,984
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: During the quarter ended May 29, 1994 the Company issued 1,586,184 shares of Common Stock upon the conversion of $32,835,000 principal amount of Debentures. 6 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated balance sheet as of November 27, 1994, the consolidated statements of earnings for the 13 weeks and 39 weeks ended November 27, 1994 and November 28, 1993, and the consolidated statements of cash flows for the 39 week periods 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 November 27, 1994, 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 generally accepted accounting principles 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 Form 10-K/A Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended February 27, 1994. 2. INVENTORIES Inventories consist of the following:
(In thousands) November 27, February 27, 1994 1994 ------------ ------------ Raw materials $ 6,963 $ 4,727 Work-in-process 3,298 3,479 Finished goods 8,014 7,581 Manufacturing supplies 418 357 ------- ------- $18,693 $16,144
======= ======= 3. LONG-TERM DEBT
(In thousands) November 27, February 27, 1994 1994 ------------ ------------- 7.25% Convertible Subordinated Debentures $ - $32,852 Other 10 71 ---- ------- 10 32,923 Less current portion (included in accrued liabilities) 1 62 ---- ------- $ 9 $32,861
==== ======= 7 On June 12, 1986, the Company issued $35,000,000 principal amount of 7.25% Convertible Subordinated Debentures maturing on June 15, 2006 with interest payable semiannually on June 15 and December 15 of each year. The Debentures were unsecured, subordinated to bank loans payable and other long-term debt and were convertible at any time prior to maturity, or earlier redemption, into shares of the Company's common stock at $20.70 per share. The Company had the option to redeem the Debentures at specified prices, plus accrued interest. On April 5, 1994, the Company announced that it had elected to redeem the Debentures on May 31, 1994. (Prior to that announcement, during the 1991 fiscal year, the Company had repurchased, in the open market, an aggregate of $1,602,000 principal amount of Debentures.) Including conversions prior to the call for redemption, $33,381,000 principal amount of Debentures were converted into 1,612,558 shares of the Company's common stock. The remaining $17,000 principal amount of Debentures not converted into common stock were redeemed on May 31, 1994. The $720,000 unamortized balance of deferred issuance costs incurred in connection with this financing was transferred from other assets to additional paid-in capital. As a result of the conversion and redemption of the Debentures, virtually all of the Company's long-term debt and associated interest expense has been eliminated. Furthermore, $515,000 (net of taxes) of accrued interest expense and costs related to the conversion of these Debentures has been reclassified to additional paid-in capital during the current fiscal year's first quarter. 4. SUPPLEMENTARY EARNINGS PER SHARE DATA During the quarter ended May 29, 1994, the Company issued 1,586,184 shares of its common stock upon the conversion of $32,835,000 principal amount Debentures. Supplementary earnings per share for the 13 weeks and 39 weeks ended November 27, 1994 of $0.84 and $2.20 per share, respectively, reflect the earnings per share that would have resulted if the conversion of these shares had occurred at the beginning of the fiscal year. 8 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results of Operations During the Company's current fiscal year's third quarter ended November 27, 1994, sales increased 20% to $64,834,000 from $54,063,000 during last year's third quarter. Sales for the nine month period ended November 27, 1994 increased 24% to $186,398,000 from $150,610,000 for last fiscal year's comparable period. Operating profits increased 90% to $7,210,000 for the current fiscal year's third quarter from $3,787,000 for last year's third quarter. During the nine month period ended November 27, 1994, operating profit increased 125% to $18,565,000 from $8,246,000 during last year's comparable period. During the current year's third quarter, the Company's electronics segment accounted for $55,855,000 in sales or 86% of the Company's total sales worldwide. The Company's foreign operations, which are dedicated almost exclusively to the electronics segment, accounted for $15,613,000 in sales or 24% of total sales worldwide during this quarter. Foreign sales during this year's third quarter increased 31% from last year's third quarter's foreign sales of $11,927,000. Fiscal third quarter sales of the plumbing and industrial component segment increased by 43% to $8,979,000 from $6,299,000 during last year's third quarter. The gross margin percentage for the Company's worldwide operations was 22.8% during the current fiscal year's third quarter, as compared to last year's third quarter gross margin percentage of 19.2%. The gross margin percentage for the current fiscal year's first nine months was 21.7%, as compared to 18.1% for last year's comparable period. The improvement in the results for the third quarter was principally attributable to the improvement in the operating performance of the Company's electronics segment. The Company's United States based electronics operations performed well during the quarter due to increased volumes and market share, improved manufacturing and operating efficiencies, and focused product and technical innovation. The European sophisticated printed circuit materials industry, which is served by the Company's European electronics operations, has begun to show signs of improvement. As a result of this improvement in the European market, the results of the Company's European electronics operations have improved to a small degree, but are still less than satisfactory. The Company's Far East based electronics operation has recently installed additional capacity in order to better serve that region, where electronic industry growth is strong. The performance of the Company's plumbing and industrial component segment, which consists of the Company's plumbing hardware, advanced composite and industrial adhesive tape businesses, improved during the third quarter of the current year compared to the same period last year. The Company's industrial adhesive tape business performed reasonably well during the period. The plumbing hardware and advanced composite businesses did improve during the third quarter, but are still underperforming. Selling, general and administrative expenses, measured as a percentage of sales, were 11.7% during the current fiscal year's third quarter, as compared to 12.2% during the prior year's third quarter. Selling, general and administrative expenses were 11.8% during the current year's first nine month period, as compared to 12.7% during last year's comparable period. 9 Interest expense for the current fiscal year's third quarter was $5,000 as compared to $606,000 during the prior fiscal year's third quarter. During the nine month period ended November 27, 1994, interest expense decreased 77% to $417,000 from $1,846,000 during last year's comparable period. During the first quarter of the current year the Company elected to call its 7 1/4% Convertible Debentures for redemption. As a result of this call for redemption, nearly all of the Debentures outstanding at the beginning of the year were converted into the Company's common stock during the first quarter. This redemption eliminated practically all of the Company's long-term debt and the interest expense associated with this debt. The prior year's interest expense related primarily to the Convertible Debentures and, to a lesser extent, to loans carried by certain of the Company's foreign subsidiaries. Other income, principally investment income, increased 69% to $381,000 for the current year's third quarter from $225,000 for the prior year's third quarter. Other income during the nine months ended November 27, 1994 increased by 56% to $1,225,000 from $786,000 during last year's comparable period. The increase in other income is attributable to the increase in cash available for investment during the quarter and nine month period ended November 27, 1994. The Company's cash reserves continued to be invested primarily in short term taxable instruments and government securities. During the current fiscal year's third quarter, the Company's net earnings increased to $4,779,000 from $2,177,000 during the prior year's third quarter. Primary and fully diluted earnings per share increased to $.84 and $.82, respectively, for the current year's third quarter from the prior year's third quarter earnings per share of $.55 primary and $.45 fully diluted. During the nine month period ended November 27, 1994, the Company's net earnings increased to $12,205,000 from $4,657,000 during last year's first nine months. Primary and fully diluted earnings per share increased to $2.29 and $2.16 respectively for the current year's first nine months from $1.17 and $1.03 respectively, for primary and fully diluted earnings per share during last year's first nine months. This increase in earnings is primarily attributable to the increase in the operating profits. Liquidity and Capital Resources At November 27, 1994, the Company's cash and temporary investments amounted to $46,246,000, as compared to $38,053,000 at February 27, 1994, the end of the Company's last fiscal year. The increase in the Company's cash and investment position was attributable to several factors, including cash generated from operations. The Company's working capital position was $54,183,000 at November 27, 1994 as compared to $45,867,000 at February 27, 1994. The Company's current ratio, or the ratio of current assets to current liabilities, was 2.2 to 1 at November 27, 1994 as compared to 2.1 to 1 at February 27, 1994. During the current fiscal year's first nine months, the Company generated $20,151,000 of funds from operations and expended $10,787,000 for the purchase of property, plant and equipment. 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 are also available for appropriate acquisitions and other expansions of the Company's business. 10 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES PART II. OTHER INFORMATION Item 1. Legal Proceedings. (a) There are no material pending legal proceedings to which the Company is a party or to which any of its properties is subject. (b) No material pending legal proceeding was terminated during the fiscal quarter ended November 27, 1994. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: No. 11: Computation of Fully Diluted Earnings Per Common Share. No. 27: Financial Data Schedule - Filed only by electronic transmission with EDGAR filing with the Securities and Exchange Commission. (b) During the fiscal quarter ended November 27, 1994, the Company filed no current report on Form 8-K. 11 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES 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) Date: January 10, 1995 /s/Jerry Shore ---------------- ------------------------- Jerry Shore Chairman of the Board and President Date: January 10, 1995 /s/Allen Levine ---------------- ------------------------- Allen Levine Vice President and Principal Financial Officer 12 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 1994 Exhibit No. Name Page 11 Computation of fully diluted 13 earnings per common share 27 Financial Data Schedule - filed only by electronic transmission with EDGAR filing with the Securities and Exchange Commission 13 EXHIBIT NO. 11 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES COMPUTATION OF FULLY DILUTED EARNINGS PER COMMON SHARE (Unaudited - in thousands, except per share data)
13 weeks ended 39 weeks ended November 27, 1994 November 27, 1994 ADJUSTMENT OF NET EARNINGS: Net earnings before adjustment $4,779 $12,205 Adjustments resulting from assumed conversion of 7 1/4% convertible subordinated debentures: Reduction of interest expenses and amortization of deferred debt financing costs - 389 Related tax effect of above - (136) ------- --------- Net earnings as adjusted $4,779 $12,458 ======= ========= ADJUSTMENT OF WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: Weighted average number of common shares outstanding 5,687 5,333 Additional shares assuming conversion of: Convertible Subordinated Debentures - 336 Stock Options 142 111 ------- --------- Adjusted weighted average number of common shares outstanding during the period 5,829 5,780 ======= ========= Earnings per share fully diluted $ .82 $ 2.16 ======= =========
EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. [DESCRIPTION] ART. 5 FDS FOR 3RD QUARTER 10-Q
5 This schedule contains summary financial information extracted from the financial statements of Park Electrochemical Corp. and is qualified in its entirety by reference to such financial statements. 1000 9-mos FEB-26-1995 NOV-27-1994 30,361 15,885 31,963 2,521 18,693 97,629 118,000 61,384 156,690 43,446 9 679 0 0 105,537 156,690 186,398 187,623 145,857 167,833 0 0 417 19,373 7,168 12,205 0 0 0 12,205 $2.29 $2.16
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