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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 2, 2008
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 of Organization) Identification No.)
48 South Service Road, Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (631) 465-3600
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock, par value $.10 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Accelerated Non-Accelerated Smaller Reporting
Filer [ ] Filer [X] Filer [ ] Company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter.
Title of Class Aggregate Market Value As of Close of Business On
-------------- ---------------------- --------------------------
Common Stock, par value $605,176,594 August 24, 2007
$.10 per share
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Title of Class Shares Outstanding As of Close of Business On
-------------- ------------------ --------------------------
Common Stock, par value 20,347,319 May 12, 2008
$.10 per share
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for Annual Meeting of Shareholders to be held July 16, 2008
incorporated by reference into Part III of this Report.
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TABLE OF CONTENTS
Page
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PART I
Item 1. Business.............................................. 3
Item 1A. Risk Factors.......................................... 16
Item 1B. Unresolved Staff Comments............................. 18
Item 2. Properties............................................ 18
Item 3. Legal Proceedings..................................... 19
Item 4. Submission of Matters to a Vote of Security Holders... 19
Executive Officers of the Registrant.................. 19
PART II
Item 5. Market for the Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities.......................................... 21
Item 6. Selected Financial Data............................... 22
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 24
Factors That May Affect Future Results................ 40
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk................................................ 41
Item 8. Financial Statements and Supplementary Data........... 41
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................. 67
Item 9A. Controls and Procedures............................... 67
Item 9B. Other Information..................................... 70
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.......................................... 71
Item 11. Executive Compensation................................ 71
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.......... 71
Item 13. Certain Relationships and Related Transactions, and
Director Independence............................... 71
Item 14. Principal Accountant Fees and Services................ 71
PART IV
Item 15. Exhibits and Financial Statement Schedules............ 72
SIGNATURES......................................................... 73
FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and Qualifying Accounts.................. 74
EXHIBIT INDEX...................................................... 75
2
PART I
ITEM 1. BUSINESS.
General
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Park Electrochemical Corp. ("Park"), through its subsidiaries (unless the
context otherwise requires, Park and its subsidiaries are hereinafter called the
"Company"), is a global advanced materials company which designs, develops,
manufactures, markets and sells high-technology digital and RF/microwave printed
circuit materials principally for the telecommunications and internet
infrastructure and high-end computing markets and advanced composite materials,
structures and components principally for the aerospace markets. Park's core
capabilities are in the areas of polymer chemistry formulation, coating
technology, and advanced composite structures and component design and
fabrication.
Park operates through fully integrated business units in Asia, Europe and
North America. The Company's manufacturing facilities are located in Singapore,
China, France, Connecticut, New York, Arizona, California and Washington. In
addition, the Company is in the process of constructing a new development and
manufacturing facility in Newton, Kansas.
On April 1, 2008, the Company's new wholly owned subsidiary, Park
Aerospace Structures Corp., acquired substantially all the assets and business
of Nova Composites, Inc. located in Lynnwood, Washington for a cash purchase
price of $4.5 million paid at the closing of the acquisition and up to an
additional $5.5 million payable over five years depending on the achievement of
specified earn-out objectives. Park Aerospace Structures Corp. designs and
manufactures aircraft composite structures and components and the tooling for
such structures and components. Park's new composite structures and components
product line is marketed and sold as Park's Nova(TM) product line.
The Company's products are marketed and sold under the Nelco(R),
Nelcote(R) and Nova(TM) names.
Sales of Park's printed circuit materials were 91% and 92% of the
Company's total net sales worldwide in the 2008 and 2007 fiscal years,
respectively, and sales of Park's advanced composite materials were 9% and 8% of
the Company's total net sales worldwide in the 2008 and 2007 fiscal years,
respectively.
Park was founded in 1954 by Jerry Shore, who was the Company's Chairman of
the Board until July 14, 2004 and who is one of the Company's largest
shareholders.
The sales and long-lived assets of the Company's operations by geographic
area for the last three fiscal years are set forth in Note 16 of the Notes to
Consolidated Financial Statements in Item 8 of Part II of this Report. The
Company's foreign operations are conducted principally by the Company's
subsidiaries in Singapore, China and France. The Company's foreign operations
are subject to the impact of foreign currency fluctuations. See Note 1 of the
Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
3
The Company makes available free of charge on its Internet website,
www.parkelectro.com, its annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and all amendments to those reports as soon as
reasonably practicable after such material is electronically filed with or
furnished to the Securities and Exchange Commission. None of the information on
the Company's website shall be deemed to be a part of this Report.
COREFIX, EF, INNERLAM, LD, NELCO, NELCOTE, PARKNELCO, RTFOIL and SI are
registered trademarks of Park Electrochemical Corp., and ELECTROVUE, EP,
PEELCOTE, NOVA, POWERBOND and NELTEC are common law trademarks of Park
Electrochemical Corp.
Printed Circuit Materials
-------------------------
Printed Circuit Materials Operations
------------------------------------
The Company is a leading global designer and producer of advanced printed
circuit materials used to fabricate complex multilayer printed circuit boards
and other electronic interconnection systems, such as multilayer back-planes,
wireless packages, high-speed/low-loss multilayers and high density
interconnects ("HDIs"). The Company's multilayer printed circuit materials
consist of copper-clad laminates and prepregs. The Company has long-term
relationships with its major customers, which include leading independent
printed circuit board fabricators, electronic manufacturing service companies,
electronic contract manufacturers and major electronic original equipment
manufacturers ("OEMs"). Multilayer printed circuit boards and interconnect
systems are used in virtually all advanced electronic equipment to direct,
sequence and control electronic signals between semiconductor devices (such as
microprocessors and memory and logic devices), passive components (such as
resistors and capacitors) and connection devices (such as infra-red couplings,
fiber optics and surface mount connectors). Examples of end uses of the
Company's digital printed circuit materials include high speed routers and
servers, storage area networks, supercomputers, laptops, satellite switching
equipment, cellular telephones and transceivers, wireless personal digital
assistants ("PDAs") and wireless local area networks ("LANs"). The Company's
radio frequency ("RF") printed circuit materials are used primarily for military
avionics, antennas for cellular telephone base stations, automotive adaptive
cruise control systems and avionic communications equipment. The Company has
developed long-term relationships with major customers as a result of its
leading edge products, extensive technical and engineering service support and
responsive manufacturing capabilities.
Park believes it founded the modern day printed circuit industry in 1957
by inventing a composite material consisting of an epoxy resin substrate
reinforced with fiberglass cloth which was laminated together with sheets of
thin copper foil. This epoxy-glass copper-clad laminate system is still used to
construct the large majority of today's advanced printed circuit products. The
Company also believes that in 1962 it invented the first multilayer printed
circuit materials system used to construct multilayer printed circuit boards.
The Company also pioneered vacuum lamination and many other manufacturing
technologies used in the industry today. The Company believes it is one of the
industry's technological leaders.
4
As a result of its leading edge products, extensive technical and
engineering service support and responsive manufacturing capabilities, the
Company expects to continue to take advantage of several industry trends. These
trends include the increasingly advanced electronic materials required for
interconnect performance and manufacturability, the increasing miniaturization
and portability of advanced electronic equipment, the consolidation of the
printed circuit board fabrication industry and the time-to-market and time-to-
volume pressures requiring closer collaboration with materials suppliers.
The Company believes that it is one of the world's largest manufacturers
of advanced multilayer printed circuit materials. It also believes that it is
one of only a few significant independent manufacturers of multilayer printed
circuit materials in the world. The Company was the first manufacturer in the
printed circuit materials industry to establish manufacturing presences in the
three major global markets of North America, Europe and Asia, with facilities
established in Europe in 1969 and Asia in 1986.
Printed Circuit Materials - Industry Background
-----------------------------------------------
The printed circuit materials manufactured by the Company and its
competitors are used primarily to construct and fabricate complex multilayer
printed circuit boards and other advanced electronic interconnection systems.
Multilayer printed circuit materials consist of prepregs and copper-clad
laminates. Prepregs are chemically and electrically engineered thermosetting or
thermoplastic resin systems which are impregnated into and reinforced by a
specially manufactured fiberglass cloth product or other woven or non-woven
reinforcing fiber. This insulating dielectric substrate generally is 0.030 inch
to 0.002 inch in thickness or less in some cases. While these resin systems
historically have been based on epoxy resin chemistry, in recent years,
increasingly demanding OEM requirements have driven the industry to utilize
proprietary enhanced epoxies as well as other higher performance resins, such as
phenolic, bismalimide triazine ("BT"), cyanate ester, polyimide, or
polytetrafluoroethylene ("PTFE"). One or more plies of prepreg are laminated
together to form an insulating dielectric substrate to support the copper
circuitry patterns of a multilayer printed circuit board. Copper-clad laminates
consist of one or more plies of prepreg laminated together with specialty thin
copper foil laminated on the top and bottom. Copper foil is specially formed in
thin sheets which may vary from 0.0030 inch to 0.0002 inch in thickness and
normally have a thickness of 0.0014 inch or 0.0007 inch. The Company supplies
both copper-clad laminates and prepregs to its customers, which use these
products as a system to construct multilayer printed circuit boards.
The printed circuit board fabricator processes copper-clad laminates to
form the inner layers of a multilayer printed circuit board. The fabricator
photo images these laminates with a dry film or liquid photoresist. After
development of the photoresist, the copper surfaces of the laminate are etched
to form the circuit pattern. The fabricator then assembles these etched
laminates by inserting one or more plies of dielectric prepreg between each of
the inner layer etched laminates and also between an inner layer etched laminate
and the outer layer copper plane, and then laminating the entire assembly in a
press. Prepreg serves as the insulator between the multiple layers of copper
circuitry patterns found in the multilayer circuit board. When the multilayer
configuration is laminated, these plies of prepreg form an insulating dielectric
substrate supporting and separating the
5
multiple inner and outer planes of copper circuitry. The fabricator drills
vertical through-holes or vias in the multilayer assembly and then plates the
through-holes or vias to form vertical conductors between the multiple layers of
circuitry patterns. These through-holes or vias combine with the conductor paths
on the horizontal circuitry planes to create a three-dimensional electronic
interconnect system. In specialized applications, an additional set of microvia
layers (2 or 4, typically) may be added through a secondary lamination process
to provide increased density and functionality to the design. The outer two
layers of copper foil are then imaged and etched to form the finished multilayer
printed circuit board. The completed multilayer board is a three-dimensional
interconnect system with electronic signals traveling in the horizontal planes
of multiple layers of copper circuitry patterns, as well as the vertical plane
through the plated holes or vias.
Growth in the global market for advanced electronic products has been
principally attributable to increased sales and more complex electronic content
of newer products, such as cellular telephones, pagers, personal computers and
portable computing devices and the infrastructure equipment necessary to support
the use of these devices, and greater use of electronics in other products, such
as automobiles. Further, large, almost completely untapped markets for advanced
electronic equipment have emerged in such areas as India and China and other
areas of the Pacific Rim. During its 2002 fiscal year, the Company established a
business center in Wuxi, China, in the Shanghai Nanjing corridor, which has been
replaced by a new manufacturing facility in the Zhuhai Free Trade Zone
approximately 50 miles west of Hong Kong in Guangdong Province in southern
China. The facility was completed in the Company's 2007 fiscal year. The Company
is in the process of modifying certain of the equipment in this facility so that
it can laminate PTFE based circuitry materials in Asia.
Semiconductor manufacturers have introduced successive generations of more
powerful microprocessors and memory and logic devices. Electronic equipment
manufacturers have designed these advanced semiconductors into more compact and
often portable products. High performance computing devices in these smaller
portable platforms require greater reliability, closer tolerances, higher
component and circuit density and increased overall complexity. As a result, the
interconnect industry has developed smaller, lighter, faster and more cost-
effective interconnect systems, including advanced multilayer printed circuit
boards.
Advanced interconnect systems require higher technology printed circuit
materials to insure the performance of the electronic system and to improve the
manufacturability of the interconnect platform. Printed circuit board
fabricators and electronic equipment manufacturers require advanced printed
circuit materials that have increasingly higher temperature tolerances and more
advanced and stable electrical properties in order to support high-speed
computing in a miniaturized and often portable environment.
With the very high density circuit demands of miniaturized high
performance interconnect systems, the uniformity, purity, consistency,
performance predictability, dimensional stability and production tolerances of
printed circuit materials have become successively more critical. High density
printed circuit boards and interconnect systems often involve higher layer count
multilayer circuit boards where the multiple planes of circuitry and dielectric
insulating substrates are very thin (dielectric insulating substrate layers may
be 0.002 inch or less) and the circuit line and space geometries in the
circuitry plane are very narrow (0.002 inch or less). In
6
addition, advanced surface mount interconnect systems are typically designed
with very small pad sizes and very narrow plated through holes or vias which
electrically connect the multiple layers of circuitry planes. High density
interconnect systems must utilize printed circuit materials whose dimensional
characteristics and purity are consistently manufactured to very high tolerance
levels in order for the printed circuit board fabricator to attain and sustain
acceptable product yields.
Shorter product life cycles and competitive pressures have induced
electronic equipment manufacturers to bring new products to market and increase
production volume to commercial levels more quickly. These trends have
highlighted the importance of front-end engineering of electronic products and
have increased the level of collaboration among system designers, fabricators
and printed circuit materials suppliers. As the complexity of electronic
products increases, materials suppliers must provide greater technical support
to interconnect systems fabricators on a timely basis regarding
manufacturability and performance of new materials systems.
Printed Circuit Materials - Products and Services
-------------------------------------------------
The Company produces a broad line of advanced printed circuit materials
(the Nelco(R) product line) used to fabricate complex multilayer printed circuit
boards and other electronic interconnect systems, including backplanes, wireless
packages, high speed/low loss multilayers and high density interconnects
("HDIs"). The Company's diverse advanced printed circuit materials product line
is designed to address a wide array of end-use applications and performance
requirements.
The Company's electronic materials products have been developed internally
and through long-term development projects with its principal suppliers and, to
a lesser extent, through licensing arrangements. The Company focuses its
research and development efforts on developing industry leading product
technology to meet the most demanding product requirements and has designed its
product line with a focus on the higher performance, higher technology end of
the materials spectrum.
The Company's products include high-speed, low-loss, digital broadband
engineered formulations, high-temperature modified epoxies, phenolics,
bismalimide triazine ("BT") epoxies, non-MDA polyimides, enhanced polyimides,
SI(R) (Signal Integrity) products, cyanate esters and polytetrafluoroethylene
("PTFE") formulations for radio frequency ("RF")/microwave applications.
The Company's high performance printed circuit materials consist of high-
speed low-loss materials for digital and RF/microwave applications requiring
lead-free compatibility, high bandwidth signal integrity, BT materials,
polyimides for applications that demand extremely high thermal performance,
cyanate esters, quartz reinforced materials, and PTFE materials for RF/microwave
systems that operate at frequencies up to 77 GHz.
The Company has developed long-term relationships with select customers
through broad-based technical support and service, as well as manufacturing
proximity and responsiveness at multiple levels of the customer's organization.
The Company focuses on developing a thorough understanding of its customer's
business, product lines, processes and technological challenges. The Company
seeks customers which are industry leaders committed to maintaining and
improving their industry leadership positions and which are committed to long-
term relationships with their suppliers. The Company
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also seeks business opportunities with the more advanced printed circuit
fabricators and electronic equipment manufacturers which are interested in the
full value of products and services provided by their suppliers. The Company
believes its proactive and timely support in assisting its customers with the
integration of advanced materials technology into new product designs further
strengthens its relationships with its customers.
The Company's emphasis on service and close relationships with its
customers is reflected in its short lead times. The Company has developed its
manufacturing processes and customer service organizations to provide its
customers with printed circuit materials products on a just-in-time basis. The
Company believes that its ability to meet its customers' customized
manufacturing and quick-turn-around ("QTA") requirements is one of its unique
strengths.
The Company has located its advanced printed circuit materials
manufacturing operations in strategic locations intended to serve specific
regional markets. By situating its facilities in close geographical proximity to
its customers, the Company is able to rapidly adjust its manufacturing processes
to meet customers' new requirements and respond quickly to customers' technical
needs. The Company has technical staffs based at each of its manufacturing
locations, which allows the rapid dispatch of technical personnel to a
customer's facility to assist the customer in quickly solving design, process,
production or manufacturing problems. During the 2002 fiscal year, the Company
established a business center in Wuxi near Shanghai in central China, which has
been replaced by a new manufacturing facility in the Zhuhai Free Trade Zone
approximately 50 miles west of Hong Kong in southern China. The facility was
completed in the Company's 2007 fiscal year. The Company is in the process of
modifying certain of the equipment in this facility so that it can laminate PTFE
based circuitry materials in Asia.
Printed Circuit Materials - Customers and End Markets
-----------------------------------------------------
The Company's customers for its advanced printed circuit materials include
the leading independent printed circuit board fabricators, electronic
manufacturing service ("EMS") companies, electronic contract manufacturers
("ECMs") and major electronic original equipment manufacturers ("OEMs") in the
computer, networking, telecommunications, transportation, aerospace and
instrumentation industries located throughout North America, Europe and Asia.
The Company seeks to align itself with the larger, more technologically -
advanced and better capitalized independent printed circuit board fabricators
and major electronic equipment manufacturers which are industry leaders
committed to maintaining and improving their industry leadership positions and
to building long-term relationships with their suppliers. The Company has also
aligned itself with a national distributor of printed circuit materials, Tapco
Associates, Inc., which supports smaller, but technologically advanced,
customers in the United States. The Company's selling effort typically involves
several stages and relies on the talents of Company personnel at different
levels, from management to sales personnel and quality engineers. In recent
years, the Company has augmented its traditional sales personnel with an OEM
marketing team and product technology specialists. The Company's strategy
emphasizes the use of multiple facilities established in market areas in close
proximity to its customers.
During the Company's 2008 fiscal year, approximately 13.4% of the
Company's total worldwide sales were to Sanmina-SCI Corporation, a leading
electronics contract manufacturer and manufacturer of printed circuit boards,
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and approximately 10.8% of the Company's total worldwide sales were to TTM
Technologies, Inc., a leading manufacturer of printed circuit boards. During the
Company's 2007 fiscal year, approximately 16.7% of the Company's total worldwide
sales were to Sanmina-SCI Corporation, and approximately 10.7% of the Company's
total worldwide sales were to TTM Technologies, Inc. The sales to TTM
Technologies, Inc. during the 2007 fiscal year included sales to Tyco Printed
Circuit Group L.P., a leading manufacturer of printed circuit boards, which was
acquired by TTM Technologies, Inc. in the Company's 2007 fiscal year. During the
Company's 2008 and 2007 fiscal years, sales to no other customer of the Company
equaled or exceeded 10% of the Company's total worldwide sales.
Although the printed circuit materials business is not dependent on any
single customer, the loss of a major customer or of a group of customers could
have a material adverse effect on the printed circuit materials business.
The Company's printed circuit materials products are marketed primarily by
sales personnel and, to a lesser extent, by independent distributors in
industrial centers in North America, Europe and Asia. Such personnel include
both salaried employees and independent sales representatives who work on a
commission basis.
Printed Circuit Materials - Manufacturing
-----------------------------------------
The process for manufacturing multilayer printed circuit materials is
capital intensive and requires sophisticated equipment as well as clean-room
environments. The key steps in the Company's manufacturing process include: the
impregnation of specially designed fiberglass cloth with a specially designed
resin system and the partial curing of that resin system; the assembling of
laminates consisting of single or multiple plies of prepreg and copper foil in a
clean-room environment; the vacuum lamination of the copper-clad assemblies
under simultaneous exposure to heat, pressure and vacuum; and the finishing of
the laminates to customer specifications.
Prepreg is manufactured in a treater. A treater is a roll-to-roll
continuous machine which sequences specially designed fiberglass cloth or other
reinforcement fabric into a resin tank and then sequences the resin-coated
cloth through a series of ovens which partially cure the resin system into the
cloth. This partially cured product or prepreg is then sheeted or paneled and
packaged by the Company for sale to customers, or used by the Company to
construct its copper-clad laminates.
The Company manufactures copper-clad laminates by first setting up in a
clean room an assembly of one or more plies of prepreg stacked together with a
sheet of specially manufactured copper foil on the top and bottom of the
assembly. This assembly, together with a large quantity of other laminate
assemblies, is then inserted into a large, multiple opening vacuum lamination
press. The laminate assemblies are then laminated under simultaneous exposure to
heat, pressure and vacuum. After the press cycle is complete, the laminates are
removed from the press and sheeted, paneled and finished to customer
specifications. The product is then inspected and packaged for shipment to the
customer.
The Company manufactures multilayer printed circuit materials at six fully
integrated facilities located in the United States, Europe and Southeast Asia.
The Company opened its California facility in 1965, its first
9
New York facility in 1971, its first Arizona and France facilities in 1984, its
Singapore facility in 1986 and its second France facility in 1992. The Company
services the North America market principally through its United States
manufacturing facilities, the European market principally through its
manufacturing facilities in France, and the Asian market principally through its
Singapore manufacturing facility. During its 2002 fiscal year, the Company
established a business center in central China, which has been replaced by a new
manufacturing facility in the Zhuhai Free Trade Zone approximately 50 miles west
of Hong Kong in southern China. This facility was completed in the Company's
2007 fiscal year. The Company is in the process of modifying certain of the
equipment in this facility so that it can laminate PTFE based circuitry
materials in Asia. In addition, the Company upgraded its printed circuit
materials treating operation in Singapore during the 2007 fiscal year third
quarter so that such operation is capable of treating the Company's full line of
advanced printed circuit materials in Singapore, except polytetrafluoroethylene
("PTFE") materials. The Company has located its manufacturing facilities in its
important markets. By maintaining technical and engineering staffs at each of
its manufacturing facilities, the Company is able to deliver fully-integrated
products and services on a timely basis.
Printed Circuit Materials - Materials and Sources of Supply
-----------------------------------------------------------
The principal materials used in the manufacture of the Company's printed
circuit materials products are specially manufactured copper foil, fiberglass
and quartz cloth and synthetic reinforcements, and specially formulated resins
and chemicals. The Company attempts to develop and maintain close working
relationships with suppliers of those materials who have dedicated themselves to
complying with the Company's stringent specifications and technical
requirements. While the Company's philosophy is to work with a limited number of
suppliers, the Company has identified alternate sources of supply for each of
these materials. However, there are a limited number of qualified suppliers of
these materials, substitutes for these materials are not readily available, and,
in the recent past, the industry has experienced shortages in the market for
certain of these materials. While the Company has not experienced significant
problems in the delivery of these materials and considers its relationships with
its suppliers to be strong, a disruption of the supply of materials could
materially adversely affect the business, financial condition and results of
operations of the Company. Significant increases in the cost of materials
purchased by the Company could also have a material adverse effect on the
Company's business, financial condition and results of operations if the Company
were unable to pass such increases through to its customers. During the first
and second quarters of the 2007 and 2008 fiscal years, the Company incurred
significant increases in the cost of copper foil, one of the Company's primary
raw materials, and the Company was able to pass a substantial portion of such
increases through to its customers in the second, third and fourth quarters of
the 2007 fiscal year and in the second and third quarters of the 2008 fiscal
year.
Printed Circuit Materials - Competition
---------------------------------------
The multilayer printed circuit materials industry is characterized by
intense competition and ongoing consolidation. The Company's competitors are
primarily divisions or subsidiaries of very large, diversified multinational
manufacturers which are substantially larger and have greater financial
resources than the Company and, to a lesser degree, smaller regional producers.
Because the Company focuses on the higher technology segment of
10
the printed circuit materials market, technological innovation, quality and
service, as well as price, are significant competitive factors.
The Company believes that there are several significant multilayer printed
circuit materials manufacturers in the world and many of these competitors have
significant presences in the three major global markets of North America, Europe
and Asia. The Company believes that it is currently one of the world's largest
advanced multilayer printed circuit materials manufacturers. The Company further
believes it is one of only a few significant independent manufacturers of
multilayer printed circuit materials in the world today.
The markets in which the Company's printed circuit materials operations
compete are characterized by rapid technological advances, and the Company's
position in these markets depends largely on its continued ability to develop
technologically advanced and highly specialized products. Although the Company
believes it is an industry technology leader and directs a significant amount of
its time and resources toward maintaining its technological competitive
advantage, there is no assurance that the Company will be technologically
competitive in the future, or that the Company will continue to develop new
products that are technologically competitive.
Advanced Composite Materials
----------------------------
Advanced Composite Materials Operations
---------------------------------------
The Company also develops and produces engineered, advanced composite
materials (the Nelcote(R) product line) for the aerospace, aircraft, rocket
motor, radio frequency ("RF") and specialty industrial markets.
The Company's advanced composite materials are manufactured by the
Company's Park Advanced Composite Materials, Inc. subsidiary located in
Waterbury, Connecticut, which was named Nelcote, Inc. from May 2006 to March
2008 and which was named FiberCote Industries, Inc. prior to May 2006, and by
the Company's Nelco Products Pte. Ltd. subsidiary in Singapore. Such materials
will also be manufactured by the Company's Park Aerospace Materials Corp.
subsidiary located in Newton, Kansas after the completion of the construction of
its new development and manufacturing facility, which is expected to be
operational by the end of the 2008 calendar year.
Advanced Composite Materials - Industry Background
--------------------------------------------------
The advanced composite materials manufactured by the Company and its
competitors are used primarily to fabricate light-weight, high-strength
structures with specifically designed performance characteristics. Composite
materials are typically highly specified combinations of resin formulations and
reinforcements. Reinforcements can be woven fabrics, non-woven goods such as
mats or felts, or in some cases unidirectional fibers. Reinforcement materials
are constructed of E-glass (fiberglass), carbon fiber, S2 glass, aramids such as
Kevlar(R) ("Kevlar" is a registered trademark of E.I. du Pont de Nemours & Co.)
and Twaron(R) ("Twaron" is a registered trademark of Teijin Twaron B.V. LLC),
quartz, polyester, and other synthetic materials. Resin formulations are
typically highly proprietary, and include various chemical mixtures. The Company
produces resin formulations using various epoxies, polyesters, phenolics,
cyanate esters, polyimides and other complex matrices. The reinforcement
combined with the resin is referred to as a "prepreg", which is an acronym for
pre-impregnated material. Advanced composite
11
materials can be broadly categorized as either a thermoset or a thermoplastic.
While both material types require the addition of heat and pressure to achieve
the molecular cross-linking of the matrices, thermoplastics can be reformed
using additional heat and pressure. Once fully cured, thermoset materials can
not be further reshaped. The Company believes that the demand for thermoset
advanced materials is greater than that for thermoplastics due to the fact that
fabrication processes for thermoplastics require much higher temperatures and
pressures, and are, therefore, typically more capital intensive than the
fabrication processes for thermoset materials.
The advanced composite materials industry suppliers have historically been
large chemical corporations. During the past ten years, considerable
consolidation has occurred in the industry, resulting in three relatively large
composite materials suppliers and a number of smaller suppliers.
Composite part fabricators typically design and specify a material
specifically to meet the needs of the part's end use and the fabricators'
processing methods. Fabricators sometimes work with a supplier to develop the
specific resin system and reinforcement combination to match the application.
Fabricators' processing may include hand lay-up or more advanced automated lay-
up techniques. Automated lay-up processes include automated tape lay-up
("ATL"), fiber placement and filament winding. These fabrication processes
significantly alter the material form purchased. After the lay-up process is
completed, the material is cured by the addition of heat and pressure. Cure
processes typically include vacuum bag oven curing, high pressure autoclave,
press forming and in some cases in-situ curing. After the part has been cured,
final finishing and trimming, and assembly of the structure is performed by the
fabricator.
Advanced Composite Materials - Products
---------------------------------------
The products manufactured by the Company are primarily thermoset curing
prepregs. By analyzing the needs of the markets in which it participates, and
working with its customers, the Company has developed proprietary resin
formulations to suit the needs of its markets. The complex process of developing
resin formulations and selecting the proper reinforcement is accomplished
through a collaborative effort of the Company's research and development
resources working with the customers' technical staff. The Company focuses on
developing a thorough understanding of its customers' businesses, product lines,
processes and technical challenges. The Company believes that it develops
innovative solutions which utilize technologically advanced materials and
concepts for its customers.
The Company's advanced composite materials products include prepregs
manufactured from proprietary formulations using modified epoxies, phenolics,
polyesters, cyanate esters, polyimides combined with woven, non-woven, and
unidirectional reinforcements. Reinforcement materials used to produce the
Company's products include polyacrylonitrile ("PAN") and pitch based carbons,
aramids, E-glass, S2 glass, polyester, quartz and rayon. The Company also sells
certain specialty fabrics, such as Raycarb C2, a carbonized rayon fabric
produced by Snecma Propulsion Solide and used mainly in the rocket motor
industry.
12
Advanced Composite Materials - Customers and End Markets
--------------------------------------------------------
The Company's advanced composite materials customers include manufacturers
in the aerospace, aircraft, rocket motor, electronics, radio frequency ("RF")
and specialty industrial markets. The Company's materials are marketed by sales
personnel including both salaried employees and independent sales
representatives who work on a commission basis.
While no single advanced composite materials customer accounted for 10% or
more of the Company's total sales during either of the last two fiscal years,
the loss of a major customer or of a group of some of the largest customers of
the advanced composite materials business could have a material adverse effect
upon the Company's advanced composite materials business.
The Company's aerospace customers are fabricators of aircraft composite
hardware. The Company's advanced composite materials are used to produce primary
and secondary structures, aircraft interiors, and various other aircraft
components. The majority of the Company's customers for aerospace materials do
not produce hardware for commercial aircraft, but for the general aviation and
business aviation, kit aircraft and military segments.
Customers for the Company's rocket motor materials include United States
defense prime contractors and subcontractors. These customers fabricate rocket
motors for heavy lift space launchers, strategic defense weapons, tactical
motors and various other applications. The Company's materials are used to
produce heat shields, exhaust gas management devices, and insulative and
ablative nozzle components. Rocket motors are primarily used for commercial and
military space launch, and for tactical and strategic weapons. The Company also
has customers for these materials outside of the United States.
The Company also sells composite materials for use in RF electrical
applications. Customers buying these materials typically fabricate antennas and
radomes engineered to preserve electrical signal integrity. A radome is a
protective cover over an electrical antenna or signal generator. The radome is
designed to minimize signal loss and distortion.
Many of the Company's composite materials are used in the manufacture of
aircraft certified by the Federal Aviation Administration (the "FAA"). In
support of these programs, the Company has developed FAA accepted databases of
design allowables for certain materials that can be used by customers in the
design and certification of FAA certified aircraft structures. The Company
continues to support public FAA accepted databases such as NCAMP by funding
ongoing material qualifications.
Advanced Composite Materials - Manufacturing
--------------------------------------------
The Company's manufacturing facilities for advanced composite materials
are currently located in Waterbury, Connecticut and in Singapore. In the third
quarter of the 2007 fiscal year, the Company acquired a facility in Singapore
which the Company modified and expanded for use as a new advanced composites
manufacturing plant. In addition, the Company is in the process of constructing
a new development and manufacturing facility in Newton, Kansas to produce
advanced composite materials principally for the aerospace industry.
13
In the 2006 fiscal year, the Company installed an additional large treater
at its advanced composite materials facility in Waterbury, Connecticut, which
significantly increased the facility's treating capacity. The Company also
produces some products through the use of toll coating services at other
locations in North America.
The process for manufacturing composite materials is capital intensive and
requires sophisticated equipment, significant technical know-how and very tight
process control. The key steps used in the manufacturing process include
chemical reactors, resin mixing, reinforcement impregnation, and in some cases
resin film casting, and solvent drying processes.
Prepreg is manufactured by the Company using either solvent (solution)
coating methods on a treater or by hot melt impregnation. A solution treater is
a roll-to-roll continuous process machine which sequences reinforcement through
tension controllers and combines solvated resin with the reinforcement. The
reinforcement is dipped in resin, passed through a drying oven which removes the
solvent and advances (or partially cures) the resin. The prepreg material is
interleafed with a carrier and cut to the roll lengths desired by the customer.
The Company also manufactures prepreg using hot melt impregnation methods which
use no solvent. Hot melt prepreg manufacturing is achieved by mixing a resin
formulation in a heated resin vessel, casting a thin film on a carrier paper,
and laminating the reinforcement with the resin film. The Company also completes
additional processing services, such as toll coating, slitting, sheeting,
biasing, sewing and cutting, if needed by the customer. Many of the products
manufactured by the Company also undergo extensive testing of the chemical,
physical and mechanical properties of the product. These testing requirements
are completed in the laboratories and facilities located at the Company's
manufacturing facility. The Company's laboratories have been approved by several
aerospace contractors. After all the processing has been completed, the product
is inspected and packaged for shipment to the customer. The Company typically
supplies final product to the customer in roll or sheet form.
Advanced Composite Materials - Materials and Sources of Supply
--------------------------------------------------------------
The Company designs and manufactures its advanced composite materials to
its own specifications and to the specifications of its customers. Product
development efforts are focused on developing prepreg materials that meet the
specifications of the customers. The materials used in the manufacture of these
engineered materials include graphite and carbon fibers and fabrics, Kevlar(R),
quartz, fiberglass, polyester, specialty chemicals, resins, films, plastics,
adhesives and certain other synthetic materials. The Company purchases these
materials from several suppliers. Substitutes for many of these materials are
not readily available, and demand has increased for certain materials, such as
carbon fiber. The Company is working globally to determine acceptable
alternatives for several raw materials with limited availability.
Advanced Composite Materials - Competition
------------------------------------------
The Company has many competitors in the advanced composite materials
business, ranging in size from large, international corporations to small
regional producers. Several of the Company's largest competitors are vertically
integrated. Some of the Company's competitors may also serve as a supplier to
the Company. The Company competes for business on the basis of
14
responsiveness, product performance, innovative new product development, product
qualification listing and price.
Advanced Composite Structures and Components
--------------------------------------------
On April 1, 2008, the Company's new wholly owned subsidiary, Park
Aerospace Structures Corp., acquired substantially all the assets and business
of Nova Composites, Inc. located in Lynnwood, Washington. Park Aerospace
Structures Corp. designs and manufactures aircraft composite structures and
components and the tooling for such structures and components. These composite
structures and components are manufactured with carbon, fiberglass and other
reinforcements impregnated with formulated resins. These impregnated
reinforcements, sometimes know as "prepregs", are supplied by other subsidiaries
of Park, as well as independent companies. Park's new composite structures and
components product line is marketed and sold as Park's Nova(TM) product line.
Backlog
-------
The Company records an item as backlog when it receives a purchase order
specifying the number of units to be purchased, the purchase price,
specifications and other customary terms and conditions. At May 4, 2008, the
unfilled portion of all purchase orders received by the Company and believed by
it to be firm was approximately $7,636,000, compared to $9,458,000 at April 29,
2007.
Various factors contribute to the size of the Company's backlog.
Accordingly, the foregoing information may not be indicative of the Company's
results of operations for any period subsequent to the fiscal year ended March
2, 2008.
Patents and Trademarks
----------------------
The Company holds several patents and trademarks or licenses thereto. In
the Company's opinion, some of these patents and trademarks are important to its
products. Generally, however, the Company does not believe that an inability to
obtain new, or to defend existing, patents and trademarks would have a material
adverse effect on the Company.
Employees
---------
At March 2, 2008, the Company had approximately 870 employees. Of these
employees, 760 were engaged in the Company's printed circuit materials
operations, 70 in its advanced composite materials operations and 40 consisted
of executive personnel and general administrative staff. None of the Company's
employees are subject to a collective bargaining agreement. However, the non-
executive employees of the Company's Neltec Europe SAS subsidiary in France are
represented by the trade union which represents all non-executive employees in
the industrial sector to which Neltec Europe belongs. Management considers its
employee relations to be good.
Environmental Matters
---------------------
The Company is subject to stringent environmental regulation of its use,
storage, treatment and disposal of hazardous materials and the release of
emissions into the environment. The Company believes that it currently is in
substantial compliance with the applicable federal, state and local
15
environmental laws and regulations to which it is subject and that continuing
compliance therewith will not have a material effect on its capital
expenditures, earnings or competitive position. The Company does not currently
anticipate making material capital expenditures for environmental control
facilities for its existing manufacturing operations during the remainder of its
current fiscal year or its succeeding fiscal year. However, developments, such
as the enactment or adoption of even more stringent environmental laws and
regulations, could conceivably result in substantial additional costs to the
Company.
The Company and certain of its subsidiaries have been named by the
Environmental Protection Agency (the "EPA") or a comparable state agency under
the Comprehensive Environmental Response, Compensation and Liability Act (the
"Superfund Act") or similar state law as potentially responsible parties in
connection with alleged releases of hazardous substances at nine sites. In
addition, a subsidiary of the Company has received cost recovery claims under
the Superfund Act from other private parties involving one other site and has
received requests from the EPA under the Superfund Act for information with
respect to its involvement at three other sites. Under the Superfund Act and
similar state laws, all parties who may have contributed any waste to a
hazardous waste disposal site or contaminated area identified by the EPA or
comparable state agency may be jointly and severally liable for the cost of
cleanup. Generally, these sites are locations at which numerous persons disposed
of hazardous waste. In the case of the Company's subsidiaries, generally the
waste was removed from their manufacturing facilities and disposed at the waste
sites by various companies which contracted with the subsidiaries to provide
waste disposal services. Neither the Company nor any of its subsidiaries have
been accused of or charged with any wrongdoing or illegal acts in connection
with any such sites. The Company believes it maintains an effective and
comprehensive environmental compliance program. Management believes the ultimate
disposition of known environmental matters will not have a material adverse
effect upon the Company.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Environmental Matters" included in Item 7 of Part II of
this Report and Note 15 of the Notes to Consolidated Financial Statements
included in Item 8 of Part II of this Report.
ITEM 1A. RISK FACTORS.
The business of the Company faces numerous risks, including those set
forth below or those described elsewhere in this Form 10-K Annual Report or in
the Company's other filings with the Securities and Exchange Commission. The
risks described below are not the only risks that the Company faces, nor are
they necessarily listed in order of significance. Other risks and uncertainties
may also affect the Company's business. Any of these risks may have a material
adverse effect on the Company's business, financial condition, results of
operations and cash flow.
The industries in which the Company operates are undergoing technological
changes, and the Company's business could suffer if the Company is unable to
adjust to these changes.
The Company's operating results could be negatively affected by the Company's
inability to maintain and increase its technological and manufacturing
capability and expertise. Rapid technological advances in semiconductors and
electronic equipment have placed rigorous demands on the printed circuit
16
materials manufactured by the Company and used in printed circuit board
production.
The industries in which the Company operates are very competitive.
Certain of the Company's principal competitors are substantially larger and have
greater financial resources than the Company, and the Company's operating
results will be affected by its ability to maintain its competitive positions in
these industries. The printed circuit materials and advanced composite
materials industries are intensely competitive and the Company competes
worldwide in the markets for such materials.
The Company is vulnerable to an increase in the cost of gas or electricity.
Changes in the cost or availability of gas or electricity could materially
increase the Company's cost of operations. The Company's production processes
require the use of substantial amounts of gas and electricity, the cost and
available supply of which are beyond the control of the Company.
The Company is vulnerable to an increase in the price of certain raw materials.
There are a limited number of qualified suppliers of the principal materials
used by the Company in its manufacture of printed circuit materials and advanced
composite materials products. Substitutes for these materials are not readily
available, and in the past there have been shortages in the market for certain
of these materials. These shortages could materially increase the Company's
cost of operations.
The Company's customer base is highly concentrated, and the loss of one or more
customers could affect the Company's business.
A loss of one or more key customers could affect the Company's profitability.
The Company's customer base is concentrated, in part, because the Company's
business strategy has been to develop long-term relationships with a select
group of customers. During the Company's fiscal year ended March 2, 2008, the
Company's ten largest customers accounted for approximately 71% of net sales.
The Company expects that sales to a relatively small number of customers will
continue to account for a significant portion of its net sales for the
foreseeable future. See "Business-Printed Circuit Materials-Customers and End
Markets" and "Business-Advanced Composite Materials-Customers and End Markets"
in Item 1 of Part I of this Report.
The Company's business is dependent on the electronics industry which is
cyclical in nature.
The electronics industry is cyclical and has experienced recurring downturns.
The downturns, such as occurred in the electronics industry during the first
quarter of the Company's fiscal year ended March 2, 1997 and in the first
quarter of the Company's fiscal year ended March 3, 2002 can be unexpected and
have often reduced demand for, and prices of, printed circuit materials and
advanced composite materials. This potential reduction in demand and prices
could have a negative impact on the Company's business.
17
The Company relies on short-term orders from its customers.
A variety of conditions, both specific to the individual customer and generally
affecting the customer's industry, can cause a customer to reduce or delay
orders previously anticipated by the Company, which could negatively impact the
Company's business. The Company typically does not obtain long-term purchase
orders or commitments. Instead, it relies primarily on continual communication
with its customers to anticipate the future volume of purchase orders.
The Company faces extensive capital expenditure costs.
The Company's business is capital intensive and, in addition, the introduction
of new technologies could substantially increase the Company's capital
expenditures. In order to remain competitive the Company must continue to make
significant investments in capital equipment and expansion of operations, which
could affect the Company's results of operations.
The Company's international operations are subject to different and additional
risks than the Company's domestic operations.
The Company's international operations are subject to various risks, including
unexpected changes in regulatory requirements, foreign currency exchange rates,
tariffs and other barriers, political and economic instability, potentially
adverse tax consequences, and any impact on economic and financial conditions
around the world resulting from geopolitical conflicts or acts of terrorism, all
of which could negatively impact the Company's business. A portion of the sales
and costs of the Company's international operations are denominated in
currencies other than the U.S. dollar and may be affected by fluctuations in
currency exchange rates.
The Company is subject to a variety of environmental regulations.
The Company's production processes require the use, storage, treatment and
disposal of certain materials which are considered hazardous under applicable
environmental laws, and the Company is subject to a variety of regulatory
requirements relating to the handling of such materials and the release of
emissions and effluents into the environment, non-compliance with which could
have a negative impact on the Company. Other possible developments, such as the
enactment or adoption of additional environmental laws, could result in
substantial costs to the Company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES.
Set forth below are the locations of the significant properties owned and
leased by the Company, the businesses which use the properties, and the size of
each such property. All of such properties, except for the Melville, New York
property, are used principally as manufacturing and warehouse facilities.
18
Owned or Size (Square
Location Leased Use Footage)
-------- ------ --- --------
Melville, NY Leased Administrative Offices 8,000
Newburgh, NY Leased Electronic Materials 171,000
Fullerton, CA Leased Electronic Materials 95,000
Anaheim, CA Leased Electronic Materials 26,000
Tempe, AZ Leased Electronic Materials 87,000
Mirebeau, France Owned Electronic Materials 81,000
Lannemezan, France Owned Electronic Materials 29,000
Singapore Leased Electronic Materials 128,000
Zhuhai, China Leased Electronic Materials 40,000
Waterbury, CT Leased Advanced Composites 100,000
Newton, KS Leased Advanced Composites 50,000
Singapore Leased Advanced Composites 24,000
Lynnwood, WA Leased Aerospace Structures 21,000
The advanced composites facility in Newton, Kansas is currently being
constructed and is expected to be operational by the end of the 2008 calendar
year.
The Company believes its facilities and equipment to be in good condition
and reasonably suited and adequate for its current needs. During the 2008 and
2007 fiscal years, certain of the Company's printed circuit materials
manufacturing facilities were utilized at less than 50% of their designed
capacity.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
EXECUTIVE OFFICERS OF THE REGISTRANT.
Name Title Age
---- ----- ---
Brian E. Shore Chief Executive Officer, President and a
Director 56
Stephen E. Gilhuley Executive Vice President, Secretary and
General Counsel 63
P. Matthew Farabaugh Vice President and Controller 47
Anthony W. DiGaudio Vice President of Marketing and Sales 38
Louis J. Stans Vice President of Engineering and Quality 61
and Research and Development
Mr. Shore has served as a Director of the Company since 1983 and as
Chairman of the Board of Directors since July 2004. He was elected a Vice
President of the Company in January 1993, Executive Vice President in May 1994,
President in March 1996, and Chief Executive Officer in November 1996. Mr. Shore
also served as General Counsel of the Company from April 1988 until April 1994.
19
Mr. Gilhuley has been General Counsel of the Company since April 1994 and
Secretary since July 1996. He was elected a Senior Vice President in March 2001
and Executive Vice President on October 24, 2006.
Mr. Farabaugh was appointed Vice President and Controller of the Company
on October 8, 2007. Prior to joining Park, Mr. Farabaugh was Corporate
Controller of American Technical Ceramics, a publicly traded international
company and a manufacturer of electronic components, located in Huntington
Station, New York, from 2004 to September 2007 and Assistant Controller from
2000 to 2004. Prior thereto, Mr. Farabaugh was Assistant Controller of Park
Electrochemical Corp. from 1989 to 2000. Prior to joining Park in 1989, Mr.
Farabaugh had been a senior accountant with KPMG. In his position as Vice
President and Controller, Mr. Farabaugh replaced James L. Zerby as the
Company's principal accounting officer. Mr. Zerby retired from the Company
effective October 5, 2007.
Mr. DiGaudio joined the Company as a Product Director in May 2002, was
promoted to Vice President of Quality in May 2004 and was promoted to Vice
President of Sales effective June 13, 2005. He was appointed Vice President of
Marketing in June 2006 in addition to the position of Vice President of Sales.
For several years prior to joining Park, Mr. DiGaudio was Technical Manager for
Metro Circuits, Division of PJC Technologies, Inc. in Rochester, New York.
Mr. Stans was appointed Vice President of Engineering of the Company in
December 2004, and he was also appointed to the position of Vice President of
Quality in October 2005. He was appointed Vice President of Research and
Development in January 2007 in addition to the positions of Vice President of
Engineering and Vice President of Quality. Prior to joining Park, Mr. Stans had
been Director of Technology and Engineering at Photocircuits Corporation, a
major printed circuit board manufacturer, since 1990.
There are no family relationships between the directors or executive
officers of the Company.
Each executive officer of the Company serves at the pleasure of the Board
of Directors of the Company.
20
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The Company's Common Stock is listed and trades on the New York Stock
Exchange (trading symbol PKE). (The Common Stock also trades on the Midwest
Stock Exchange.) The following table sets forth, for each of the quarterly
periods indicated, the high and low sales prices for the Common Stock as
reported on the New York Stock Exchange Composite Tape and dividends declared on
the Common Stock.
For the Fiscal Year Stock Price Dividends
-----------
Ended March 2, 2008 High Low Declared
------------------- ---- --- --------
First Quarter $29.87 $25.68 $ .08
Second Quarter 33.99 26.05 1.58(a)
Third Quarter 37.17 28.16 .08
Fourth Quarter 31.66 21.11 .08
For the Fiscal Year Stock Price Dividends
-----------
Ended February 25, 2007 High Low Declared
----------------------- ---- --- --------
First Quarter $36.45 $28.05 $ .08
Second Quarter 34.29 23.05 1.08(b)
Third Quarter 33.70 25.40 .08
Fourth Quarter 33.50 24.72 .08
(a) During the 2008 fiscal year second quarter, the Company declared its
regular quarterly cash dividend of $0.08 per share in June 2007, and
in July 2007 the Company announced that its Board of Directors had
declared a one-time, special cash dividend of $1.50 per share,
payable August 22, 2007 to stockholders of record on August 1, 2007.
(b) During the 2007 fiscal year second quarter, the Company declared its
regular quarterly cash dividend of $0.08 per share in June 2006, and
in July 2006 the Company announced that its Board of Directors had
declared a one-time, special cash dividend of $1.00 per share,
payable August 22, 2006 to stockholders of record on August 1, 2006.
As of May 9, 2008, there were approximately 880 holders of record of
Common Stock.
The Company expects, for the immediate future, to continue to pay regular
cash dividends.
21
The following table provides information with respect to shares of the Company's
Common Stock acquired by the Company during each month included in the Company's
2008 fiscal year fourth quarter ended March 2, 2008.
Maximum Number (or
Total Number of Approximate Dollar
Shares (or Value) of Shares
Total Units) Purchased (or Units) that
Number of Average As Part of May Yet Be
Shares (or Price Paid Publicly Purchased Under
Units) Per Share Announced Plans The Plans or
Period Purchased (or Unit) or Programs Programs
-------------- --------- ---------- --------------- ------------------
November 26 -
January 2 0 - 0
January 3 -
February 2 0 - 0
February 3 -
March 2 0 - 0
Total 0 - 0 2,000,000 (a)
(a) Aggregate number of shares available to be purchased by the
Company pursuant to a share purchase authorization
announced on October 20, 2004. Pursuant to such
authorization, the Company is authorized to purchase its shares
from time to time on the open market or in privately negotiated
transactions.
ITEM 6. SELECTED FINANCIAL DATA.
The following selected consolidated financial data of Park and its
subsidiaries is qualified by reference to, and should be read in conjunction
with, the Consolidated Financial Statements, related Notes, and Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained elsewhere herein. Insofar as such consolidated financial information
relates to the five fiscal years ended March 2, 2008 and is as of the end of
such periods, it is derived from the Consolidated Financial Statements for the
four fiscal years ended March 2, 2008 and as of such dates audited by Grant
Thornton LLP, independent auditor, and from the Consolidated Financial
Statements for the fiscal year ended February 29, 2004 and as of such date
audited by Ernst & Young LLP, independent auditor. The Consolidated Financial
Statements as of March 2, 2008 and February 25, 2007 and for the three years
ended March 2, 2008, together with the independent auditor's report for the
three years ended March 2, 2008, appear in Item 8 of Part II of this Report.
22
Fiscal Year Ended
-----------------------------------------------------------------------
(In thousands, except per share amounts)
March 2, February 25, February 26, February 27, February 29,
2008 2007 2006 2005 2004
---------- ------------ ------------ ------------ ------------
STATEMENTS OF EARNINGS INFORMATION:
Net sales $241,852 $257,377 $222,251 $211,187 $194,236
Cost of sales 179,398 193,270 167,650 167,937 161,536
-------- -------- -------- -------- --------
Gross profit 62,454 64,107 54,601 43,250 32,700
Selling, general and
administrative expenses 27,159 26,682 25,129 26,960 27,962
Insurance arrangement
termination charge - 1,316 - - -
Asset impairment charge - - 2,280 - -
Restructuring and severance
charges (Note 11) 1,362 - 889 625 8,469
Gain on insurance settlement - - - (4,745) -
Gain on sale of UK real estate - - - - (429)
Gain on Delco lawsuit - - - - (33,088)
-------- -------- -------- -------- --------
Earnings from operations 33,933 36,109 26,303 20,410 29,786
Interest and other income, net 9,361 8,033 6,056 3,386 2,958
-------- -------- -------- -------- --------
Earnings from continuing
operations before income taxes 43,294 44,142 32,359 23,796 32,744
Income tax provision from
continuing operations 8,615 4,351 5,484 2,191 2,835
-------- -------- -------- -------- --------
Earnings from continuing
operations 34,679 39,791 26,875 21,605 29,909
Loss from discontinued
operations, net of taxes - - - - (33,761)
(Note 10)
-------- -------- -------- -------- --------
Net earnings (loss) $ 34,679 $ 39,791 $ 26,875 $ 21,605 $ (3,852)
======== ======== ======== ======== ========
Basic earnings (loss) per
share:
Earnings from continuing
operations $ 1.71 $ 1.97 $ 1.34 $ 1.09 $ 1.51
Loss from discontinued
operations, net of tax - - - - -
-------- -------- -------- -------- --------
Basic earnings (loss) per share $ 1.71 $ 1.97 $ 1.34 $ 1.09 $ (0.20)
======== ======== ======== ======== ========
Diluted earnings (loss) per
share:
Earnings from continuing
operations $ 1.70 $ 1.96 $ 1.33 $ 1.08 $ 1.50
Loss from discontinued
operations, net of tax - - - - (1.69)
-------- -------- -------- -------- --------
Diluted earnings (loss) per $ 1.70 $ 1.96 $ 1.33 $ 1.08 $ (0.19)
share ======== ======== ======== ======== ========
Cash dividends per common share $ 1.82 $ 1.32 $ 1.32 $ 1.26 $ 0.24
======== ======== ======== ======== ========
Weighted average number of
common shares outstanding:
Basic 20,305 20,175 20,047 19,879 19,754
Diluted 20,364 20,317 20,210 20,075 19,991
BALANCE SHEET INFORMATION:
Working capital $239,060 $233,767 $214,934 $206,714 $197,453
Total assets 327,407 321,922 311,312 307,311 311,070
Long-term debt - - - - -
Stockholders' equity 269,172 264,167 245,423 242,857 243,896
See Notes to Consolidated Financial Statements in Item 8 of Part II of this
Report.
23
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
General:
Park is a global advanced materials company which develops, manufactures
and markets high-technology digital and RF/microwave printed circuit materials
principally for the telecommunications and internet infrastructure and high-end
computing markets and advanced composite materials, structures and components
principally for the aerospace markets. The Company's manufacturing facilities
are located in Singapore, China, France, Connecticut, New York, Arizona,
California and Washington. The Company's products are marketed and sold under
the Nelco(R), Nelcote(R) and Nova(TM) names.
The global electronics manufacturing industry, which had become extremely
and unsustainably overheated in the 1990s and into calendar year 2000, collapsed
in calendar year 2001, and has not recovered since that collapse. The Company
believes that the industry has become a mature industry, and the Company does
not expect significant non-cyclical, sustainable growth from that industry in
the future.
The comparisons of the Company's results of operations for its 2008 fiscal
year ended March 2, 2008 to the Company's results of operations for its 2007
fiscal year ended February 25, 2007 are impacted by the facts that the 2008
fiscal year consisted of 53 weeks and the 2007 fiscal year consisted of 52
weeks.
The Company's net sales declined in the fiscal year ended March 2, 2008
compared with the fiscal year ended February 25, 2007 as a result of decreases
in sales of the Company's printed circuit materials in North America and Europe;
and, consequently, the Company's earnings from operations and net earnings were
lower in the 2008 fiscal year than in the 2007 fiscal year.
The Company's net earnings for the fiscal year ended March 2, 2008 were
increased by a tax benefit of $1.5 million recorded by the Company in the 2008
fiscal year fourth quarter relating to a reduction of tax reserves in the United
States related to transfer pricing and were reduced by a charge of $1.4 million
recorded by the Company in the 2008 fiscal year fourth quarter for employment
termination benefits and other expenses related to a restructuring and workforce
reduction at the Company's Neltec Europe SAS electronic materials business unit
located in Mirebeau, France.
The Company's net earnings for the fiscal year ended February 25, 2007
were increased by a tax benefit of $0.7 million recorded by the Company in the
2007 fiscal year fourth quarter relating to the recognition of tax credits
resulting from operating losses sustained in prior years in France and by tax
benefits recognized by the Company in the 2007 fiscal year second quarter of
$3.5 million relating to the elimination of certain valuation allowances
previously established relating to deferred tax assets in the United States,
$1.4 million relating to the elimination of reserves no longer required as the
result of the completion of a tax audit and $0.5 million relating to the
termination of a life insurance arrangement with Jerry Shore, the Company's
founder and former Chairman, President and Chief Executive Officer, and such
net earnings were reduced by a pre-tax charge of $1.3 million
24
recorded by the Company in the 2007 fiscal year second quarter relating to the
termination of such insurance arrangement.
The decline in the Company's operating performance during the 2008 fiscal
year was attributable principally to decreases in total sales of the Company's
printed circuit materials products, which were only partially offset by higher
percentages of sales of higher margin, high performance printed circuit
materials products and by a higher percentage of sales by the Company's
operations in Singapore.
The Company believes that the markets for its printed circuit materials
products have contracted from the levels that existed in the 2007 fiscal year.
Consequently, sales of the Company's printed circuit materials products
decreased in the 2008 fiscal year compared to the 2007 fiscal year. The markets
for the Company's advanced composite materials products continued to be
relatively strong during the 2008 fiscal year, and sales of the Company's
advanced composite materials products increased in the 2008 fiscal year compared
to the prior fiscal year.
The global markets for the Company's printed circuit materials products
continue to be very difficult to forecast, and it is not clear to the Company
what the condition of the global markets for the Company's printed circuit
materials products will be in the 2009 fiscal year. The Company believes that
the markets for its advanced composite materials products will continue to be
strong during the 2009 fiscal year.
In the first quarter of the Company's 2009 fiscal year, the Company's new
wholly owned subsidiary, Park Aerospace Structures Corp., acquired substantially
all the assets and business of Nova Composites, Inc., a designer and
manufacturer of aircraft composite structures and components and the tooling for
such structures and components, located in Lynnwood, Washington, for a cash
purchase price of $4.5 million paid at the closing of the acquisition and up to
an additional $5.5 million payable over five years depending on the achievement
of specified earn-out objectives.
In the fourth quarter of the 2008 fiscal year, the Company opened its new
advanced composite materials manufacturing plant in Singapore, which it had
acquired in the 2007 fiscal year and modified and expanded for use as a
composite materials manufacturing plant. In the fourth quarter of the 2008
fiscal year, the Company also commenced the construction of a new development
and manufacturing facility in Newton, Kansas to produce advanced composite
materials principally for the general aviation aircraft segment of the aerospace
industry. As previously announced, the Company plans to spend approximately $15
million on the facility and equipment in Kansas.
As previously reported, the Company discontinued its participation in the
bidding for certain of the assets and business of Columbia Aircraft
Manufacturing Corporation ("Columbia") in an auction conducted in the United
States Bankruptcy Court for the District of Oregon in Portland, Oregon on
November 27, 2007 and incurred approximately $0.5 million in out-of-pocket
expenses relating to its extensive due diligence investigation of Columbia in
Bend, Oregon and elsewhere, all of which was expensed in the 2008 fiscal year
third quarter ended November 25, 2007.
25
In the fourth quarter of the 2008 fiscal year, the Company also recorded a
tax benefit of $1.5 million relating to the reduction of tax reserves.
In the first quarter of the 2007 fiscal year, the Company completed the
construction of a new manufacturing facility in the Zhuhai Free Trade Zone in
Guangdong Province in southern China. The Company is in the process of modifying
certain of the equipment in this facility so that it can laminate PTFE based
circuitry materials in Asia. In addition, the Company upgraded its printed
circuit materials treating operation in Singapore during the 2007 fiscal year
third quarter so that such operation is capable of treating the Company's full
line of advanced printed circuit materials in Singapore, except
polytetrafluoroethylene ("PTFE") materials.
In addition, during the 2006 fiscal year, the Company completed the
installation of an additional large treater at its advanced composite materials
facility in Waterbury, Connecticut, which has significantly increased the
treating capacity of that facility.
While the Company continues to expand and invest in its business, it also
continues to make additional adjustments to certain of its operations, which
resulted in workforce reductions. In the 2008 fiscal year fourth quarter, the
Company's electronic materials business unit located in Mirebeau, France, Neltec
Europe SAS, completed a restructuring of its operations and a reduction of its
workforce in response to the continuing erosion of the markets for electronic
materials in Europe and the continuing migration of such markets to Asia, and
the Company recorded a one-time charge of approximately $1.4 million in such
quarter for employment termination benefits and other expenses resulting from
such restructuring and workforce reduction. In addition, in the 2006 fiscal year
first and second quarters, the Company reduced the size of the workforce at its
Neltec Europe SAS business unit as a result of deterioration of the European
market for high-technology printed circuit materials, and it recorded an
employment termination benefits charge of $1.1 million during the 2006 fiscal
year first quarter, $0.2 million of which was reversed in the 2006 fiscal year
fourth quarter.
During the 2007 fiscal year's second quarter, the Company recorded a pre-
tax charge of $1.3 million in connection with the termination of an insurance
arrangement with Jerry Shore, the Company's founder and former Chairman,
President and Chief Executive Officer, and recognized a $0.5 million tax benefit
relating to this insurance termination charge. The termination of the insurance
arrangement involved a payment of $1.3 million by the Company to Mr. Shore in
January 2007, which resulted in a net cash cost to the Company of $0.7 million,
after the Company's receipt of a portion of the cash surrender value of the
insurance policies. During the 2007 fiscal year's second quarter, the Company
also recognized a tax benefit of $3.5 million relating to the elimination of
certain valuation allowances previously established relating to deferred tax
assets in the United States and a tax benefit of $1.4 million relating to the
elimination of reserves no longer required as the result of the completion of a
tax audit.
Fiscal Year 2008 Compared with Fiscal Year 2007:
The Company's total net sales worldwide declined, while its sales of its
advanced composite materials increased, in the fiscal year ended March 2, 2008
compared to the fiscal year ended February 25, 2007, following increases
26
in total net sales worldwide in the 2007 fiscal year compared to the 2006 fiscal
year.
The reduced sales in the 2008 fiscal year resulted in a slightly lower
gross profit in the 2008 fiscal year than in the 2007 fiscal year, although the
Company experienced a slight improvement in the Company's gross profit margin in
the 2008 fiscal year, following substantial improvements in the 2007 fiscal year
compared to the 2006 fiscal year and in the 2006 fiscal year compared to the
2005 fiscal year.
The Company's gross profit in the 2008 fiscal year was lower than its
gross profit in the prior fiscal year primarily as a result of reduced total
sales of printed circuit materials products, which were less than offset by
higher percentages of sales by the Company of its higher margin, high
performance printed circuit materials products and a higher percentage of sales
by the Company's operations in Singapore.
Sales of the Company's advanced composite materials products increased
during the 2008 fiscal year primarily as a result of the strength of the
aerospace markets for advanced composite materials. Sales of advanced composite
materials were 9% of the Company's total net sales worldwide in the 2008 fiscal
year and 8% of the Company's total net sales worldwide in the 2007 fiscal year.
The Company's financial results of operations in the 2008 fiscal year were
slightly enhanced by a tax benefit of $1.5 million recorded by the Company in
the 2008 fiscal year fourth quarter resulting from the reduction of tax
reserves, which was partially offset by a charge of $1.4 million recorded by the
Company in the 2008 fiscal year fourth quarter for employment termination
benefits and other expenses resulting from a restructuring and workforce
reduction at the Company's Neltec Europe SAS electronic materials business unit
located in Mirebeau, France.
The Company's financial results of operations in the 2007 fiscal year were
enhanced by the tax benefit of $0.7 million recorded by the Company for the
recognition of tax credits resulting from operating losses sustained in prior
years in France and by the tax benefits of $3.5 million relating to the
elimination of certain valuation allowances previously established related to
deferred tax assets in the United States, $1.4 million relating to the
elimination of reserves no longer required as the result of the completion of a
tax audit and $0.5 million relating to the termination of a life insurance
agreement with Jerry Shore, the Company's founder and former Chairman, President
and Chief Executive Officer, which benefits were partially offset by a pre-tax
charge of $1.3 million relating to the termination of the insurance agreement
with Jerry Shore.
Results of Operations
The Company's total net sales worldwide for the fiscal year ended March 2,
2008 decreased 6% to $241.9 million from $257.4 million for the fiscal year
ended February 25, 2007. The decrease in net sales was the result of decreased
sales by the Company's operations in North America and Europe, which were only
partially offset by increased sales by the Company's operations in Asia and by
increased sales of the Company's high technology printed circuit materials and
advanced composite materials.
27
The Company's foreign operations accounted for $118.8 million of sales, or
49% of the Company's total net sales worldwide, during the 2008 fiscal year,
compared with $117.0 million of sales, or 45% of total net sales worldwide
during the 2007 fiscal year and 44% of total net sales worldwide during the 2006
fiscal year. Sales by the Company's foreign operations during the 2008 fiscal
year increased 2% from the 2007 fiscal year primarily as a result of increases
in sales by the Company's operations in Asia.
For the fiscal year ended March 2, 2008, the Company's sales in North
America, Asia and Europe were 51%, 37% and 12%, respectively, of the Company's
total net sales worldwide compared with 55%, 32% and 13% for the fiscal year
ended February 25, 2007. The Company's sales in Asia increased 10% in the 2008
fiscal year over the 2007 fiscal year, while its sales in North America
decreased 12% and its sales in Europe decreased 19% in the 2008 fiscal year
compared to the 2007 fiscal year.
The overall gross profit as a percentage of net sales for the Company's
worldwide operations improved to 25.8% during the 2008 fiscal year compared with
24.9% during the 2007 fiscal year. The improvement in the gross profit margin
was attributable to higher percentages of sales of higher margin, high
performance printed circuit materials and a higher percentage of sales by the
Company's operations in Singapore, partially offset by higher copper foil costs
in the 2008 fiscal year than in the 2007 fiscal year and by lower total sales
volumes in the 2008 fiscal year.
During the fiscal year ended March 2, 2008, the Company's total net sales
worldwide of high temperature printed circuit materials, which included high
performance materials (non-FR4 printed circuit materials), were 99% of the
Company's total net sales worldwide of printed circuit materials, compared with
97% for last fiscal year.
The Company's high temperature printed circuit materials include its high
performance materials (non-FR4 printed circuit materials), which consist of
high-speed, low-loss materials for digital and RF/microwave applications
requiring lead-free compatibility and high bandwidth signal integrity,
bismalimide triazine ("BT") materials, polyimides for applications that demand
extremely high thermal performance, cyanate esters, and polytetrafluoroethylene
("PTFE") materials for RF/microwave systems that operate at frequencies up to
77GHz.
During the fiscal year ended March 2, 2008, the Company's total net sales
worldwide of high performance printed circuit materials (non-FR4 printed circuit
materials) were 52% of the Company's total net sales worldwide of printed
circuit materials, compared with 42% for last fiscal year.
The Company's cost of sales declined by 7% in the 2008 fiscal year from
the 2007 fiscal year as a result of lower sales and lower production volumes in
the 2008 fiscal year than in the 2007 fiscal year. The Company's cost of sales
as a percentage of net sales also decreased slightly in the 2008 fiscal year
compared to the prior year resulting in a slight gross profit percentage
improvement, which was attributable to higher percentages of sales of higher
margin, high performance printed circuit materials and a higher percentage of
sales by the Company's operations in Singapore.
Selling, general and administrative expenses increased by $0.5 million, or
by 2%, during the 2008 fiscal year compared with the 2007 fiscal year, and
28
these expenses, measured as a percentage of sales, were 11.2% during the 2008
fiscal year compared with 10.4% during the 2007 fiscal year. Such expenses were
higher in the 2008 fiscal year primarily as a result of the out-of-pocket
expenses incurred by the Company related to its due diligence investigation of
Columbia Aircraft Manufacturing Corporation discussed below and the additional
week in the 53-week 2008 fiscal year compared to the 52- week 2007 fiscal year.
The higher percentage in the 2008 fiscal year was the result of lower sales in
such year and the aforementioned out-of-pocket expenses. In addition, selling,
general and administrative expenses in the 2007 fiscal year were reduced by a
reduction in the fourth quarter of restructuring reserves established in prior
years for the Company's operations in Europe. Selling, general and
administrative expenses included $1.4 million for the 2008 fiscal year for stock
option expenses compared to $1.3 million for the 2007 fiscal year, which the
Company recorded pursuant to Statement of Financial Accounting Standards 123(R).
No such stock option expenses were recorded in the 2006 fiscal year, prior to
the adoption of Statement of Financial Accounting Standards 123(R).
In the 2008 fiscal year fourth quarter, the Company recorded a tax benefit
of $1.5 million relating to the reduction of tax reserves and a charge of $1.4
million for employment termination benefits and other expenses resulting from
the restructuring and workforce reduction at the Company's Neltec Europe SAS
electronic materials business unit located in Mirebeau, France.
During the 2008 fiscal year third quarter, the Company incurred
approximately $0.5 million in out-of-pocket expenses related to its extensive
due diligence investigation of Columbia Aircraft Manufacturing Corporation
("Columbia") located in Bend, Oregon in preparation for its participation in the
bidding for certain of the assets and business of Columbia in an auction
conducted in the United States Bankruptcy Court for the District of Oregon in
Portland, Oregon on November 27, 2007. The Company had submitted an initial bid
for certain of the assets and business of Columbia on November 20, 2007 after
conducting extensive due diligence at Columbia in Bend, Oregon and elsewhere.
The Company participated in the auction in the Bankruptcy Court in Portland on
November 27, 2007 but chose to discontinue its participation in the auction
bidding process.
In the 2007 fiscal year fourth quarter, the Company recorded a tax benefit
of $0.7 million relating to the recognition of tax credits resulting from
operating losses sustained in prior years in France. In the 2007 fiscal year
second quarter, the Company recorded a pre-tax charge of $1.3 million in
connection with the termination of a life insurance arrangement with Jerry
Shore, the Company's founder and former Chairman, President and Chief Executive
Officer, and recognized a tax benefit of $0.5 million relating to this insurance
termination charge. The termination of the insurance arrangement involved a
payment of $1.3 million by the Company to Mr. Shore in January 2007, which
resulted in a net cash cost to the Company of $0.7 million, after the Company's
receipt of a portion of the cash surrender value of the insurance policies.
During the 2007 fiscal year second quarter, the Company also recognized a tax
benefit of $3.5 million relating to the elimination of certain valuation
allowances previously established relating to deferred tax assets in the United
States and a tax benefit of $1.4 million relating to the elimination of reserves
no longer required as the result of the completion of a tax audit.
29
For the reasons set forth above, the Company's earnings from operations
for the 2008 fiscal year, including the tax benefit described above relating to
the reduction of tax reserves and the charge described above for employment
termination benefits and other expenses resulting from the workforce reduction
in France, were $33.9 million, and earnings from operations for the 2007 fiscal
year, including the charge described above relating to the termination of the
life insurance arrangement, were $36.1 million. The net impacts of the charges
and tax benefit described above were to decrease earnings from operations by
$1.4 million for the 2008 fiscal year and to decrease earnings from operations
by $1.3 million for the 2007 fiscal year.
Interest and other income, net, principally investment income, increased
17% to $9.4 million for the 2008 fiscal year from $8.0 million for the 2007
fiscal year. The increase in investment income was attributable to higher
prevailing interest rates and larger amounts of cash available for investment
during the 2008 fiscal year. The Company's investments were primarily in short-
term taxable instruments. The Company incurred no interest expense during the
2008, 2007 or 2006 fiscal years. See "Liquidity and Capital Resources" elsewhere
in this Item 7.
The Company's effective income tax rate was 19.9% for the 2008 fiscal year
compared to 9.9% for the 2007 fiscal year. The 2008 fiscal year tax rate
included the tax benefit relating to the reduction of tax reserves, and the 2007
fiscal year tax rate included tax benefits relating to the recognition of tax
credits in France, the termination of a life insurance agreement, the
elimination of certain valuation allowances previously established related to
deferred tax assets in the United States and the elimination of reserves no
longer required as the result of the completion of a tax audit. The Company's
effective income tax rate for continuing operations, excluding the tax benefits
and the charges described above, for the 2008 fiscal year was 22.7% compared to
23.0% for the 2007 fiscal year.
The Company's net earnings for the 2008 fiscal year, including the tax
benefit described above relating to the reduction of tax reserves and the charge
described above for employment termination benefits and other expenses resulting
from the workforce reduction in France, were $34.7 million compared to net
earnings of $39.8 million for the 2007 fiscal year, including the tax benefits
described above relating to the recognition of tax credits in France, the
termination of the life insurance arrangement, the elimination of certain
valuation allowances and the elimination of reserves no longer required and the
charge described above relating to the termination of the life insurance
arrangement. The net impacts of the charges and tax benefits described above
were to increase net earnings by $4.8 million for the 2007 fiscal year.
Basic and diluted earnings per share, including the tax benefit and charge
described above, were $1.71 and $1.70 per share, respectively, for the 2008
fiscal year, and basic and diluted earnings per share, including the charge and
tax benefits described above, were $1.97 and $1.96 per share, respectively, for
the 2007 fiscal year. The net impacts of the charges and tax benefits described
above were to increase the basic earnings per share by $0.01 for the 2008 fiscal
year and to increase the basic and diluted earnings per share by $0.23 and
$0.24, respectively, for the 2007 fiscal year.
30
Fiscal Year 2007 Compared with Fiscal Year 2006:
The Company's sales of both its printed circuit materials and its advanced
composite materials increased in the fiscal year ended February 25, 2007
compared to the fiscal year ended February 26, 2006, following increases in such
sales in the 2006 fiscal year compared to the 2005 fiscal year.
The increased sales in the 2007 fiscal year and a slight improvement in
the Company's gross profit margin in the 2007 fiscal year, following substantial
improvements in the 2006 fiscal year compared to the 2005 fiscal year and in the
2005 fiscal year compared to the 2004 fiscal year, enabled the Company's
operations to generate a larger gross profit than in the prior fiscal year.
The Company's gross profit in the 2007 fiscal year was substantially
higher than the gross profit in the prior fiscal year primarily as a result of
increased total sales of printed circuit materials products and higher
percentages of sales by the Company of its higher margin, high performance
printed circuit materials products.
Sales of the Company's advanced composite materials products also
increased during the 2007 fiscal year primarily as a result of the strength of
the aerospace markets for advanced composite materials. Sales of advanced
composite materials were 8% of the Company's total net sales worldwide in the
2007 and 2006 fiscal years.
The Company's financial results of operations were enhanced by the tax
benefit of $0.7 million recorded by the Company in the 2007 fiscal year fourth
quarter for the recognition of tax credits resulting from operating losses
sustained in prior years in France and by the tax benefits recorded in the 2007
fiscal year second quarter of $3.5 million relating to the elimination of
certain valuation allowances previously established related to deferred tax
assets in the United States, $1.4 million relating to the elimination of
reserves no longer required as the result of the completion of a tax audit and
$0.5 million relating to the termination of a life insurance agreement with
Jerry Shore, the Company's founder and former Chairman, President and Chief
Executive Officer, which benefits were partially offset by a pre-tax charge of
$1.3 million in the second quarter relating to the termination of the insurance
agreement with Jerry Shore.
Results of Operations
Net sales for the fiscal year ended February 25, 2007 increased 16% to
$257.4 million from $222.3 million for the fiscal year ended February 26, 2006.
The increase in net sales was the result of increased sales by the Company's
operations in North America and Asia and increased sales of the Company's high
technology printed circuit materials and advanced composite materials.
The Company's foreign operations accounted for $117.0 million of sales, or
45% of the Company's total net sales worldwide, during the 2007 fiscal year,
compared with $97.9 million of sales, or 44% of total net sales worldwide,
during the 2006 fiscal year and 45% of total net sales worldwide during the 2005
fiscal year. Sales by the Company's foreign operations during the 2007 fiscal
year increased 20% from the 2006 fiscal year primarily as a result of increases
in sales by the Company's operations in Singapore.
31
For the fiscal year ended February 25, 2007, the Company's sales in North
America, Asia and Europe were 55%, 32% and 13%, respectively, of the Company's
total net sales worldwide compared with 56%, 29% and 15% for the fiscal year
ended February 26, 2006. The Company's sales in Asia increased 29%, its sales in
North America increased 13% and its sales in Europe increased 1% in the 2007
fiscal year over the 2006 fiscal year.
The overall gross profit as a percentage of net sales for the Company's
worldwide operations improved to 24.9% during the 2007 fiscal year compared with
24.6% during the 2006 fiscal year. The improvement in the gross profit margin
was attributable to increased sales and higher percentages of sales of higher
margin, high performance printed circuit materials.
During the fiscal year ended February 25, 2007, the Company's total net
sales worldwide of high temperature printed circuit materials, which included
high performance materials (non-FR4 printed circuit materials), were 97% of the
Company's total net sales worldwide of printed circuit materials, compared with
96% for last fiscal year.
The Company's high temperature printed circuit materials include its high
performance materials (non-FR4 printed circuit materials), which consist of
high-speed, low-loss materials for digital and RF/microwave applications
requiring lead-free compatibility, high bandwidth signal integrity, bismalimide
triazine("BT") materials, polyimides for applications that demand extremely high
thermal performance, cyanate esters, and polytetrafluoroethylene ("PTFE")
materials for RF/microwave systems that operate at frequencies up to 77GHz.
During the fiscal year ended February 25, 2007, the Company's total net
sales worldwide of high performance printed circuit materials (non-FR4 printed
circuit materials) were 42% of the Company's total net sales worldwide of
printed circuit materials, compared with 39% for last fiscal year.
The Company's cost of sales increased by 15% in the 2007 fiscal year from
the 2006 fiscal year as a result of higher sales and higher production volumes
in the 2007 fiscal year than in the 2006 fiscal year and as a result of
significant increases in the cost of copper foil, although a substantial portion
of the increases in the cost of copper foil was passed on to customers. However,
the Company's cost of sales as a percentage of net sales decreased slightly in
the 2007 fiscal year compared to the prior year resulting in a slight gross
profit percentage improvement, which was attributable to cost containment
measures implemented by the Company, including workforce reductions.
Selling, general and administrative expenses increased by $1.6 million, or
by 6%, during the 2007 fiscal year compared with the 2006 fiscal year as a
result of higher sales in the 2007 fiscal year, but these expenses, measured as
a percentage of sales, were 10.4% during the 2007 fiscal year compared with
11.3% during the 2006 fiscal year. Selling, general and administrative expenses
in the 2007 fiscal year were reduced by a reduction in the fourth quarter of
restructuring reserves established in prior years for the Company's operations
in Europe. Selling, general and administrative expenses included $1.3 million
for the 2007 fiscal year for stock option expenses, which the Company recorded
pursuant to Statement of Financial Accounting Standards 123(R). No such stock
option expenses were recorded in the 2006
32
fiscal year, prior to the adoption of Statement of Financial Accounting
Standards 123(R).
In the 2007 fiscal year fourth quarter, the Company recorded a tax benefit
of $0.7 million relating to the recognition of tax credits resulting from
operating losses sustained in prior years in France. In the 2007 fiscal year
second quarter, the Company recorded a pre-tax charge of $1.3 million in
connection with the termination of a life insurance arrangement with Jerry
Shore, the Company's founder and former Chairman, President and Chief Executive
Officer, and recognized a tax benefit of $0.5 million relating to this insurance
termination charge. The termination of the insurance arrangement involved a
payment of $1.3 million by the Company to Mr. Shore in January 2007, which
resulted in a net cash cost to the Company of $0.7 million, after the Company's
receipt of a portion of the cash surrender value of the insurance policies.
During the 2007 fiscal year second quarter, the Company also recognized a tax
benefit of $3.5 million relating to the elimination of certain valuation
allowances previously established relating to deferred tax assets in the United
States and a tax benefit of $1.4 million relating to the elimination of reserves
no longer required as the result of the completion of a tax audit.
In the 2006 fiscal year fourth quarter, the Company recorded a tax charge
of $3.1 million in connection with the repatriation of approximately $70 million
of accumulated earnings and profits of its subsidiary in Singapore, a benefit of
$0.2 million resulting from the reversal of a portion of the $1.1 charge in the
2006 fiscal year first quarter for employment termination benefits relating to a
workforce reduction at the Company's Neltec Europe SAS facility in France and an
asset impairment charge of $2.3 million for the write-off of construction costs
related to the installation of an advanced high-speed treater at the Company's
Neltec Europe SAS facility in Mirebeau, France. The treater, which was
installed at the Neltec Europe facility when the business environment in Europe
was more suited for such a treater, has been moved to the Company's
manufacturing facility in Singapore. In the 2006 fiscal year third quarter, the
Company recognized a tax benefit of $1.5 million relating to the elimination of
certain valuation allowances previously established related to deferred tax
assets in the United States in prior periods; and in the 2006 fiscal year first
quarter, the Company recorded a charge of $1.1 million, for which there was no
tax benefit, for employment termination benefits resulting from a workforce
reduction at its Neltec Europe SAS facility in France, which was partially
offset by a reversal of $0.2 million in the 2006 fiscal year fourth quarter.
For the reasons set forth above, the Company's earnings from operations
for the 2007 fiscal year, including the charge described above relating to the
termination of the life insurance arrangement, were $36.1 million compared to
earnings from operations for the 2006 fiscal year, including the net charge
described above for employment termination benefits resulting from a workforce
reduction in France and the asset impairment charge described above for the
write-off of construction costs related to the installation of a treater in
France, were $26.3 million. The net impacts of the charges described above were
to decrease earnings from operations by $1.3 million for the 2007 fiscal year
and to decrease earnings from operations by $3.2 million for the 2006 fiscal
year.
Interest and other income, net, principally investment income, increased
33% to $8.0 million for the 2007 fiscal year from $6.1 million for the 2006
fiscal year. The increase in investment income was attributable to
33
higher prevailing interest rates and larger amounts of cash available for
investment during the 2007 fiscal year. The Company's investments were primarily
in short-term taxable instruments. The Company incurred no interest expense
during the 2007 or 2006 fiscal years. See "Liquidity and Capital Resources"
elsewhere in this Item 7.
The Company's effective income tax rate was 9.9% for the 2007 fiscal year
compared to 17.0% for the 2006 fiscal year. The Company's effective income tax
rate for continuing operations, excluding the tax benefits and the charges
described above, for the 2007 fiscal year was 23.0% compared to 11.0% for the
2006 fiscal year.
The Company's net earnings for the 2007 fiscal year, including the tax
benefits described above relating to the recognition of tax credits in France,
the termination of the life insurance arrangement, the elimination of certain
valuation allowances and the elimination of reserves no longer required and the
charge described above relating to the termination of the life insurance
arrangement, were $39.8 million compared to net earnings for the 2006 fiscal
year, including the tax charge described above in connection with the
repatriation of foreign earnings, the asset impairment and net employment
termination benefits charges described above and the tax benefit described above
related to the elimination of valuation allowances, were $26.9 million. The net
impacts of the charges and tax benefits described above were to increase net
earnings by $4.8 million for the 2007 fiscal year and to decrease net earnings
by $4.8 million for the 2006 fiscal year.
Basic and diluted earnings per share, including the charge and tax
benefits described above, were $1.97 and $1.96 per share, respectively, for the
2007 fiscal year compared to basic and diluted earnings per share of $1.34 and
$1.33 per share, respectively, including the charges and tax benefit described
above, for the 2006 fiscal year. The net impacts of the charges and tax benefits
described above were to increase the basic and diluted earnings per share by
$0.24 for the 2007 fiscal year and to decrease the basic and diluted earnings
per share by $0.24 for the 2006 fiscal year.
Liquidity and Capital Resources:
At March 2, 2008, the Company's cash and temporary investments (consisting
of marketable securities) were $214.0 million compared with $208.8 million at
February 25, 2007, the end of the Company's 2007 fiscal year. The Company's
working capital (which includes cash and temporary investments) was $239.1
million at March 2, 2008 compared with $233.8 million at February 25, 2007. The
increase in working capital at March 2, 2008 compared with February 25, 2007 was
due principally to higher cash and temporary investments and higher other
current assets. The increase in cash and temporary investments at March 2, 2008
compared with February 25, 2007 was the result of cash provided by operating
activities and higher interest and other income. Accounts receivable decreased
5% at March 2, 2008 compared to February 25, 2007 primarily as a result of lower
sales volumes. Inventories were 7% lower at March 2, 2008 than at February 25,
2007 as a result of lower production and sales volumes during the period ended
March 2, 2008. The 82% increase in other current assets at March 2, 2008
compared to February 25, 2007 was primarily attributable to an income tax refund
receivable relating to the Company's Neltec Europe SAS electronic materials
business unit in Mirebeau, France. Accounts payable were 6% lower at March 2,
2008 than at February 25, 2007 due to lower production activity levels during
the period ended March 2, 2008. Income taxes payable increased 148%
34
at March 2, 2008 compared to February 25, 2007 as a result of higher taxable
income in jurisdictions with higher income tax rates and increased tax rates in
certain jurisdictions.
The Company's current ratio (the ratio of current assets to current
liabilities) was 8.5 to 1 at March 2, 2008 compared with 8.2 to 1 at February
25, 2007.
During the 2008 fiscal year, net earnings from the Company's operations,
before depreciation and amortization, of $43.0 million and a net increase in
working capital items, resulted in $41.9 million of cash provided by operating
activities. This increase in cash provided by operating activities was partially
offset by $37.0 million of dividends paid during the year, including a special
cash dividend of $30.5 million paid during the 2008 fiscal year second quarter.
Cash dividends paid were $26.6 million, including a special cash dividend of
$20.1 million, during the 2007 fiscal year, and $26.5 million, including a
special cash dividend of $20.1 million, during the 2006 fiscal year. Net
earnings excluding $9.0 million of depreciation and amortization were $48.8
million in the 2007 fiscal year and resulted in $35.8 million of cash provided
by operating activities.
Net expenditures for property, plant and equipment were $4.4 million, $3.9
million and $4.2 million in the 2008, 2007 and 2006 fiscal years, respectively.
In the first quarter of the Company's 2009 fiscal year, the Company's new
wholly owned subsidiary, Park Aerospace Structures Corp., acquired substantially
all the assets and business of Nova Composites, Inc., a designer and
manufacturer of aircraft composite structures and components and the tooling for
such structures and components, located in Lynnwood, Washington, for a cash
purchase price of $4.5 million paid at the closing of the acquisition and up to
an additional $5.5 million payable over five years depending on the achievement
of specified earn-out objectives.
At March 2, 2008 and February 25, 2007, the Company had no long-term debt.
The Company believes its financial resources will be sufficient, for the
foreseeable future, to provide for continued investment in working capital and
property, plant and equipment and for general corporate purposes. Such
resources would also be available for purchases of the Company's common stock,
appropriate acquisitions and other expansions of the Company's business.
The Company is not aware of any circumstances or events that are
reasonably likely to occur that could materially affect its liquidity.
The Company's contractual obligations and other commercial commitments to
make future payments under contracts, such as lease agreements, consist only of
the operating lease commitments and commitments to purchase plant and equipment
for the Company's new development and manufacturing facility currently under
construction in Newton, Kansas described in Note 14 of the Notes to Consolidated
Financial Statements included elsewhere in this Report. The Company has no
long-term debt, capital lease obligations, unconditional purchase obligations or
other long-term obligations, standby letters of credit, guarantees, standby
repurchase obligations or other commercial commitments or contingent
commitments, other than two standby letters of
35
credit in the total amount of $1.6 million to secure the Company's obligations
under its workers' compensation insurance program and certain limited energy
purchase contracts intended to protect the Company from increased utilities
costs.
As of March 2, 2008, the Company's significant contractual obligations,
including payments due by fiscal year, were as follows:
Contractual Obligations 2010- 2012- 2014 and
(Amounts in thousands) Total 2009 2011 2013 thereafter
----- ---- ---- ---- ----------
Operating lease
obligations $10,751 $2,159 $4,108 $2,325 $2,159
Plant and equipment
purchase obligations 4,829 4,829 - - -
------- ------ ------ ------ ------
Total $15,580 $6,988 $4,108 $2,325 $2,159
Off-Balance Sheet Arrangements:
The Company's liquidity is not dependent on the use of, and the Company is
not engaged in, any off-balance sheet financing arrangements, such as
securitization of receivables or obtaining access to assets through special
purpose entities.
Environmental Matters:
The Company is subject to various Federal, state and local government
requirements relating to the protection of the environment. The Company believes
that, as a general matter, its policies, practices and procedures are properly
designed to prevent unreasonable risk of environmental damage and that its
handling, manufacture, use and disposal of hazardous or toxic substances are in
accord with environmental laws and regulations. However, mainly because of past
operations and operations of predecessor companies, which were generally in
compliance with applicable laws at the time of the operations in question, the
Company, like other companies engaged in similar businesses, is a party to
claims by government agencies and third parties and has incurred remedial
response and voluntary cleanup costs associated with environmental matters.
Additional claims and costs involving past environmental matters may continue to
arise in the future. It is the Company's policy to record appropriate
liabilities for such matters when remedial efforts are probable and the costs
can be reasonably estimated.
In the 2008, 2007 and 2006 fiscal years, the Company charged approximately
$(0.2) million, $0.0 million, $(0.6) million, respectively, against pre-tax
income for remedial response and voluntary cleanup costs (including legal fees).
While annual expenditures have generally been constant from year to year, and
may increase over time, the Company expects it will be able to fund such
expenditures from cash flow from operations. The timing of expenditures depends
on a number of factors, including regulatory approval of cleanup projects,
remedial techniques to be utilized and agreements with other parties. At March
2, 2008, the amount recorded in
36
liabilities from discontinued operations for environmental matters related to
Dielektra was $2.1 million and the amount recorded in accrued liabilities for
other environmental matters was $1.6 million compared with $2.1 million of
liabilities for environmental matters for Dielektra and $1.8 million for other
environmental matters at February 25, 2007.
Management does not expect that environmental matters will have a material
adverse effect on the liquidity, capital resources, business, consolidated
results of operations or consolidated financial position of the Company. See
Note 15 of the Notes to Consolidated Financial Statements included in Item 8 of
Part II of this Report for a discussion of the Company's contingencies,
including those related to environmental matters.
Critical Accounting Policies and Estimates:
In response to financial reporting release, FR-60,"Cautionary Advice
Regarding Disclosure About Critical Accounting Policies", issued by the
Securities and Exchange Commission in December 2001, the following information
is provided regarding critical accounting policies that are important to the
Consolidated Financial Statements and that entail, to a significant extent, the
use of estimates, assumptions and the application of management's judgment.
General
The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's Consolidated Financial
Statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates, assumptions and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses
and the related disclosure of contingent liabilities. On an on-going basis, the
Company evaluates its estimates, including those related to sales allowances,
accounts receivable, allowances for doubtful accounts, inventories, valuation of
long-lived assets, income taxes, restructurings, contingencies and litigation,
and pensions and other employee benefit programs. The Company bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements.
Revenue Recognition
Sales revenue is recognized at the time title to product is transferred to
a customer. All material sales transactions are for the shipment of manufactured
prepreg and laminate products and advanced composite materials. The Company
ships its products to customers based upon firm orders, with fixed selling
prices, when collection is reasonably assured.
37
Sales Allowances
The Company provides for the estimated costs of sales allowances at the
time such costs can be reasonably estimated. The Company's products are made to
customer specifications and tested for adherence to such specifications before
shipment to customers. There are no future performance requirements other than
the products' meeting the agreed specifications. The Company's bases for
providing sales allowances for returns are known situations in which products
may have failed due to manufacturing defects in the products supplied by the
Company. The Company is focused on manufacturing the highest quality printed
circuit materials and advanced composite materials possible and employs
stringent manufacturing process controls and works with raw material suppliers
who have dedicated themselves to complying with the Company's specifications and
technical requirements. The amounts of returns and allowances resulting from
defective or damaged products have been approximately 1.0% of sales for each of
the Company's last three fiscal years.
Accounts Receivable
The majority of the Company's accounts receivable are due from purchasers
of the Company's printed circuit materials. Credit is extended based on
evaluation of a customer's financial condition and, generally, collateral is not
required. Accounts receivable are due within established payment terms and are
stated at amounts due from customers net of an allowance for doubtful accounts.
Accounts outstanding longer than established payment terms are considered past
due. The Company determines its allowance by considering a number of factors,
including the length of time accounts receivable are past due, the Company's
previous loss history, the customer's current ability to pay its obligation to
the Company, and the condition of the general economy and the industry as a
whole. The Company writes off accounts receivable when they become
uncollectible, and payments subsequently received on such receivables are
credited to the allowance for doubtful accounts.
Allowances for Doubtful Accounts
The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
If the financial condition of the Company's customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method)
or market. The Company writes down its inventory for estimated obsolescence or
unmarketability based upon the age of the inventory and assumptions about future
demand for the Company's products and market conditions.
Valuation of Long-lived Assets
The Company assesses the impairment of long-lived assets whenever events
or changes in circumstances indicate that the carrying value of such assets may
not be recoverable. Important factors that could trigger an impairment review
include, but are not limited to, significant negative
38
industry or economic trends and significant changes in the use of the Company's
assets or strategy of the overall business.
Income Taxes
Carrying value of the Company's net deferred tax assets assumes that the
Company will be able to generate sufficient future taxable income in certain tax
jurisdictions, based on estimates and assumptions. If these estimates and
assumptions change in the future, the Company may be required to record
additional valuation allowances against its deferred tax assets resulting in
additional income tax expense in the Company's consolidated statement of
operations, or conversely to further reduce the existing valuation allowance
resulting in less income tax expense. Management evaluates the realizability of
the deferred tax assets quarterly and assesses the need for additional valuation
allowances quarterly.
Restructurings
The Company recorded a one-time charge of $1.4 million in the fourth
quarter of the fiscal year ended March 2, 2008 in connection with a
restructuring and workforce reduction at its Neltec Europe SAS electronic
materials business unit in France and a charge of $889 in connection with a
workforce reduction at such business unit during the 2006 fiscal year. Such
restructuring and workforce reductions are described in Note 11 of the Notes to
Consolidated Financial Statements in Item 8 of Part II of this Report and in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 7 of Part II of this Report.
Contingencies
The Company is subject to a small number of proceedings, lawsuits and
other claims related to environmental, employment, product and other matters.
The Company is required to assess the likelihood of any adverse judgments or
outcomes in these matters as well as potential ranges of probable losses. A
determination of the amount of reserves required, if any, for these
contingencies is made after careful analysis of each individual issue. The
required reserves may change in the future due to new developments in each
matter or changes in approach, such as a change in settlement strategy in
dealing with these matters.
Pension and Other Employee Benefit Programs
Dielektra GmbH has significant pension costs that were developed from
actuarial valuations. Inherent in these valuations are key assumptions including
discount rates and wage inflation rates. The pension liability of Dielektra has
been included in liabilities from discontinued operations on the Company's
balance sheet.
The Company's obligations for workers' compensation claims are effectively
self-insured, although the Company maintains individual and aggregate stop-loss
insurance coverage for such claims. The Company accrues its workers compensation
liability based on estimates of the total exposure of known claims using
historical experience and projected loss development factors less amounts
previously paid out.
39
The Company and certain of its subsidiaries have a non-contributory profit
sharing retirement plan covering their regular full-time employees. In addition,
the Company's subsidiaries have various bonus and incentive compensation
programs, some of which are determined at management's discretion.
The Company's reserves associated with these self-insured liabilities and
benefit programs are reviewed by management for adequacy at the end of each
reporting period.
Factors That May Affect Future Results:
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies without fear of litigation so long
as those statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the statement.
Certain portions of this Report which do not relate to historical financial
information may be deemed to constitute forward-looking statements that are
subject to various factors which could cause actual results to differ materially
from Park's expectations or from results which might be projected, forecasted,
estimated or budgeted by the Company in forward-looking statements. The factors
described under "Risk Factors" in Item 1A of this Report, as well as the
following additional factors, could cause the Company's actual results to differ
materially from any such results which might be projected, forecasted, estimated
or budgeted by the Company in forward-looking statements.
o The Company's operating results are affected by a number of
factors, including various factors beyond the Company's
control. Such factors include economic conditions in the
electronics industry, the timing of customer orders, product
prices, process yields, the mix of products sold and
maintenance-related shutdowns of facilities. Operating
results also can be influenced by development and
introduction of new products and the costs associated with
the start-up of new facilities.
o The Company, from time to time, is engaged in the expansion
of certain of its manufacturing facilities. The anticipated
costs of such expansions cannot be determined with precision
and may vary materially from those budgeted. In addition,
such expansions will increase the Company's fixed costs. The
Company's future profitability depends upon its ability to
utilize its manufacturing capacity in an effective manner.
o The Company may acquire businesses, product lines or
technologies that expand or complement those of the Company.
The integration and management of an acquired company or
business may strain the Company's management resources and
technical, financial and operating systems. In addition,
implementation of acquisitions can result in large one-time
charges and costs. A given acquisition, if consummated, may
materially affect the Company's business, financial condition
and results of operations.
40
o The Company's success is dependent upon its relationship with
key management and technical personnel.
o The Company's future success depends in part upon its
intellectual property which the Company seeks to protect
through a combination of contract provisions, trade secret
protections, copyrights and patents.
o The market price of the Company's securities can be subject
to fluctuations in response to quarter to quarter
variations in operating results, changes in analyst
earnings estimates, market conditions in the electronic
materials industry, as well as general economic conditions
and other factors external to the Company.
o The Company's results could be affected by changes in the
Company's accounting policies and practices or changes in the
Company's organization, compensation and benefit plans, or
changes in the Company's material agreements or
understandings with third parties.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to market risks for changes in foreign currency
exchange rates and interest rates. The Company's primary foreign currency
exchange exposure relates to the translation of the financial statements of
foreign subsidiaries using currencies other than the U.S. dollar as their
functional currency. The Company does not believe that a 10% fluctuation in
foreign exchange rates would have had a material impact on its consolidated
results of operations or financial position. The exposure to market risks for
changes in interest rates relates to the Company's short-term investment
portfolio. This investment portfolio is managed in accordance with guidelines
issued by the Company. These guidelines are designed to establish a high quality
fixed income portfolio of government and highly rated corporate debt securities
with a maximum weighted maturity of less than one year. The Company does not use
derivative financial instruments in its investment portfolio. Based on the
average anticipated maturity of the investment portfolio at the end of the 2008
fiscal year, a 10% increase in short-term interest rates would not have had a
material impact on the consolidated results of operations or financial position
of the Company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company's Financial Statements begin on the next page.
41
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and Board of Directors of
Park Electrochemical Corp.
We have audited the accompanying consolidated balance sheets of Park
Electrochemical Corp. and subsidiaries (the "Company") as of March 2, 2008 and
February 25, 2007, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended March 2, 2008. Our audits of the basic financial statements included the
financial statement schedule listed in the index appearing under Item 15 (a)(2).
These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Park Electrochemical
Corp. and subsidiaries as of March 2, 2008 and February 25, 2007 and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended March 2, 2008, in conformity with
accounting principles generally accepted in the United States of America. Also
in our opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
As discussed in Note 7 to the consolidated financial statements, the Company
changed its method of accounting for share-based compensation effective February
27, 2006 in connection with the adoption of Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share-Based Payment".
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), Park Electrochemical Corp. and
subsidiaries' internal control over financial reporting as of March 2, 2008,
based on criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
and our report dated May 13, 2008 expressed an unqualified opinion thereon.
/s/ GRANT THORNTON LLP
New York, New York
May 13, 2008
42
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------
March 2, February 25,
2008 2007
-------- ------------
ASSETS
Current assets:
Cash and cash equivalents $100,159 $119,051
Marketable securities (Note 2) 113,819 89,724
Accounts receivable, less allowance
for doubtful accounts of $750 and
$1,144, respectively 37,466 39,418
Inventories (Note 3) 14,049 15,090
Prepaid expenses and other current assets 5,546 3,049
-------- --------
Total current assets 271,039 266,332
Property, plant and equipment, net of
accumulated depreciation and
amortization (Note 4) 47,188 49,895
Other assets 9,180 5,695
-------- --------
Total assets $327,407 $321,922
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 12,828 $ 13,589
Accrued liabilities (Note 5) 13,314 13,058
Income taxes payable 5,837 5,918
-------- --------
Total current liabilities 31,979 32,565
Deferred income taxes (Note 6) 4,851 4,294
Restructuring accruals and other liabilities 4,224 3,715
Liabilities from discontinued operations (Note 10) 17,181 17,181
-------- --------
Total liabilities 58,235 57,755
-------- --------
Commitments and contingencies (Notes 14 and 15)
Stockholders' equity (Note 8):
Preferred stock, $1 par value per
share--authorized, 500,000 shares;
issued, none - -
Common stock, $.10 par value per
share--authorized, 60,000,000
shares; issued, 20,369,986 shares 2,037 2,037
Additional paid-in capital 143,267 140,030
Retained earnings 116,646 118,961
Accumulated other comprehensive income 7,436 4,764
-------- --------
269,386 265,792
Less treasury stock, at cost,
23,106 and 175,192
shares, respectively (214) (1,625)
-------- --------
Total stockholders' equity 269,172 264,167
-------- --------
Total liabilities and stockholders' equity $327,407 $321,922
======== ========
See Notes to Consolidated Financial Statements.
43
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
--------------------------------------------------------------------------------
Fiscal Year Ended
-----------------------------------------
March 2, February 25, February 26,
2008 2007 2006
-------- ------------ ------------
Net sales $241,852 $257,377 $222,251
Cost of sales 179,398 193,270 167,650
-------- -------- --------
Gross profit 62,454 64,107 54,601
Selling, general and administrative
expenses 27,159 26,682 25,129
Insurance arrangement termination
charge (Note 12) - 1,316 -
Realignment and severance charges
(Note 11) 1,362 - 889
Asset impairment charge - - 2,280
-------- -------- --------
Earnings from operations 33,933 36,109 26,303
Interest and other income, net 9,361 8,033 6,056
-------- -------- --------
Earnings before income taxes 43,294 44,142 32,359
Income tax provision (Note 6) 8,615 4,351 5,484
-------- -------- --------
Net earnings $ 34,679 $ 39,791 $ 26,875
======== ======== ========
Earnings per share:
Basic earnings per share $ 1.71 $ 1.97 $ 1.34
====== ====== ======
Basic weighted average shares 20,305 20,175 20,047
Diluted earnings per share $ 1.70 $ 1.96 $ 1.33
====== ====== ======
Diluted weighted average shares 20,364 20,317 20,210
See Notes to Consolidated Financial Statements.
44
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------
Accumulated
Other
Common Stock Additional Comprehensive Treasury Stock Comprehensive
------------ Paid-in Retained Income -------------- Income
Shares Amount Capital Earnings (Loss) Shares Amount (Loss)
------ ------ ------- -------- ------------- ------ ------ -------------
Balance, February 27, 2005 20,369,986 $2,037 $134,206 $105,450 $4,605 449,213 $(3,441)
Net earnings 26,875 $26,875
Exchange rate changes (1,822) (1,822)
Unrealized loss on marketable
securities (348) (348)
Stock option activity 3,307 (193,785) 1,071
Cash dividends ($1.32 per share) (26,517)
-------
Comprehensive income $24,705
=======
--------------------------------------------------------------------------------
Balance, February 26, 2006 20,369,986 $2,037 $137,513 $105,808 $2,435 255,428 $(2,370)
Net earnings 39,791 $39,791
Exchange rate changes 1,684 1,684
Unrealized gain on
marketable securities 645 645
Stock option activity 687 (80,236) 745
Stock-based compensation 1,283
Tax benefit on exercise of
options 547
Cash dividends ($1.32 per share) (26,638)
-------
Comprehensive income $42,120
=======
--------------------------------------------------------------------------------
Balance, February 25, 2007 20,369,986 $2,037 $140,030 $118,961 $4,764 175,192 $(1,625)
Net earnings 34,679 $34,679
Exchange rate changes 2,217 2,217
Unrealized gain on
marketable securities 455 455
Stock option activity 1,211 (152,086) 1,411
Stock-based compensation 1,392
Tax benefit on exercise of
options 634
Cash dividends ($1.82 per share) (36,994)
-------
Comprehensive income $37,351
=======
---------- ------ -------- -------- ------ ------ --------
Balance, March 2, 2008 20,369,986 $2,037 $143,267 $116,646 $7,436 23,106 $ (214)
========== ====== ======== ======== ====== ====== ========
45
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
--------------------------------------------------------------------------------
Fiscal Year Ended
----------------------------------------------
March 2, February 25, February 26,
2008 2007 2006
-------- ------------ ------------
Cash flows from operating activities:
Net earnings $34,679 $39,791 $26,875
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 8,286 8,992 9,645
Loss (gain) on sale of fixed assets (74) (18) 60
Stock-based compensation 1,392 1,283 -
Non-cash impairment charge - - 2,280
Provision for doubtful accounts receivable 166 (954) (1)
Provision for deferred income taxes (812) (899) 151
Tax benefit from stock option exercises - - 1,110
Changes in operating assets and liabilities:
Accounts receivable 2,300 (2,092) (659)
Inventories 1,375 210 110
Prepaid expenses and other current assets (3,087) (627) (200)
Other assets and liabilities (1,603) 1,302 (2,884)
Accounts payable (983) 158 (1,661)
Accrued liabilities (209) (6,782) (803)
Income taxes payable 473 (4,576) 2,904
-------- -------- --------
Net cash provided by operating activities 41,903 35,788 36,927
-------- -------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment (4,525) (4,793) (4,320)
Proceeds from sales of property, plant and
equipment 78 896 100
Purchases of marketable securities (165,690) (123,592) (33,672)
Proceeds from sales and maturities of
marketable securities 142,535 126,844 45,236
-------- -------- --------
Net cash provided by (used in)
investing activities (27,602) (645) 7,344
-------- -------- --------
Cash flows from financing activities:
Dividends paid (36,994) (26,638) (26,517)
Proceeds from exercise of stock options 2,622 1,432 4,378
Tax benefits from stock-based compensation 634 547 -
-------- -------- --------
Net cash used in financing activities (33,738) (24,659) (22,139)
-------- -------- --------
Increase (decrease) in cash and cash
equivalents before effect of exchange rate
changes (19,437) 10,484 22,132
Effect of exchange rate changes on cash and
cash equivalents 545 540 (176)
-------- -------- --------
Increase(decrease)in cash and cash equivalents (18,892) 11,024 21,956
Cash and cash equivalents, beginning of year 119,051 108,027 86,071
-------- -------- --------
Cash and cash equivalents, end of year $100,159 $119,051 $108,027
======== ======== ========
See Notes to Consolidated Financial Statements.
46
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended March 2, 2008
(In thousands, except share, per share and option amounts)
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Park Electrochemical Corp. ("Park"), through its subsidiaries
(collectively, the "Company"), is a global advanced materials company which
develops and manufactures high-technology digital and RF/microwave printed
circuit materials principally for the telecommunications and internet
infrastructure and high-end computing markets and advanced composite materials,
structures and components principally for the aerospace markets.
a. Principles of Consolidation - The consolidated financial
statements include the accounts of Park and its subsidiaries. All
significant intercompany balances and transactions have been
eliminated.
b. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying
notes. Actual results may differ from those estimates.
c. Accounting Period - The Company's fiscal year is the 52 or 53 week
period ending the Sunday nearest to the last day of February. The
2008, 2007 and 2006 fiscal years ended on March 2, 2008, February
25, 2007 and February 26, 2006, respectively. Fiscal years 2008,
2007 and 2006 consisted of 53, 52 and 52 weeks, respectively.
d. Cash and Cash Equivalents - The Company considers all money market
securities and investments with contractual maturities at the date
of purchase of 90 days or less to be cash equivalents.
Supplemental cash flow information:
Fiscal Year
----------------------------
2008 2007 2006
------ ------- ------
Cash paid during the year for:
Income taxes paid, net of refunds $9,804 $11,712 $3,108
e. Marketable Securities - All marketable securities are classified as
available-for-sale and are carried at fair value, with the
unrealized gains and losses, net of tax, included in
comprehensive income (loss). Realized gains and losses,
amortization of premiums and discounts, and interest and dividend
income are included in other income. The cost of securities sold is
based on the specific identification method. The Company has
classified any investment in auction rate securities for which the
underlying security had a maturity greater than three months as
marketable securities. The Company has not had any investment in
auction rate securities since the 2008 fiscal year third quarter.
f. Inventories - Inventories are stated at the lower of cost (first -
in, first-out method) or market. The Company writes down its
inventory for estimated obsolescence or unmarketability based
47
upon the age of the inventory and assumptions about future demand
for the Company's products and market conditions.
g. Revenue Recognition - Sales revenue is recognized at the time title
is transferred to a customer. All material sales
transactions are for the shipment of manufactured prepreg and
laminate products and advanced composite materials. The Company
ships its products to customers based upon firm orders, with fixed
selling prices, when collection is reasonably assured.
h. Sales Allowances and Product Warranties - The Company provides for
the estimated costs of sales allowances at the time such costs can
be reasonably estimated. The Company's products are made to customer
specifications and tested for adherence to specifications before
shipment to customers. There are no future performance requirements
other than the products' meeting the agreed specifications. The
Company's bases for providing sales allowances for returns are known
situations in which products may have failed due to manufacturing
defects in products supplied by the Company. The Company is focused
on manufacturing the highest quality printed circuit and advanced
composite materials possible and employs stringent manufacturing
process controls and works with raw material suppliers who have
dedicated themselves to complying with the Company's
specifications and technical requirements. The amounts of returns
and allowances resulting from defective or damaged products have
been approximately 1.0% of sales for each of the Company's last
three fiscal years.
i. Accounts Receivable - The majority of the Company's accounts
receivable are due from purchasers of the Company's printed circuit
materials. Credit is extended based on evaluation of a customer's
financial condition and, generally, collateral is not required.
Accounts receivable are due within established payment terms and
are stated at amounts due from customers net of an allowance for
doubtful accounts. Accounts outstanding longer than established
payment terms are considered past due. The Company determines its
allowance by considering a number of factors, including the length
of time accounts receivable are past due, the Company's previous
loss history, the customer's current ability to pay its obligation
to the Company, and the condition of the general economy and the
industry as a whole. The Company writes off accounts receivable
when they become uncollectible, and payments subsequently received
on such receivables are credited to the allowance for doubtful
accounts.
j. Allowance for Doubtful Accounts - The Company maintains
allowances for doubtful accounts for estimated losses resulting from
the inability of its customers to make required payments. If the
financial condition of the Company's customers were to deteriorate,
resulting in an impairment of their ability to make payments,
additional allowances may be required.
k. Valuation of Long-lived Assets - The Company assesses the impairment
of long-lived assets whenever events or changes in circumstances
indicate that the carrying value of such assets may not be
recoverable. Important factors that could trigger an impairment
review include, but are not limited to, significant negative
industry or economic trends and significant changes in the use of
the Company's assets or strategy of the overall business.
l. Shipping Costs - The amounts paid by the Company to third-party
shippers for transporting products to customers, which are not
48
reimbursed by customers, are classified as selling expenses. The
shipping costs included in selling, general and administrative
expenses were approximately $4,221, $4,417 and $4,258 for fiscal
years 2008, 2007 and 2006, respectively.
m. Property, Plant and Equipment - Property, plant and equipment are
stated at cost less accumulated depreciation. The Company
capitalizes additions, improvements and major renewals and expenses
maintenance, repairs and minor renewals as incurred. Depreciation
and amortization are computed principally by the straight-line
method over the estimated useful lives. Machinery and equipment are
generally depreciated over 10 years. Building and leasehold
improvements are depreciated over 25-30 years or the term of the
lease, if shorter.
n. Income Taxes - Deferred income taxes are provided for temporary
differences in the reporting of certain items, primarily
depreciation, for income tax purposes as compared with financial
accounting purposes.
United States ("U.S.") Federal income taxes have not been provided
on the undistributed earnings (approximately $115,000 at March 2,
2008) of the Company's foreign subsidiaries, because it is
management's practice and intent to reinvest such earnings in the
operations of such subsidiaries.
o. Foreign Currency Translation - Assets and liabilities of foreign
subsidiaries using currencies other than the U.S. dollar as their
functional currency are translated into U.S. dollars at fiscal year-
end exchange rates, and income and expense items are translated at
average exchange rates for the period. Gains and losses resulting
from translation are recorded as currency translation adjustments in
comprehensive income.
p. Stock-Based Compensation - The Company implemented the disclosure
provisions of Statement of Financial Accounting Standards
("SFAS") No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure", in the fourth quarter of fiscal year
2003. Effective February 27, 2006, the beginning of the Company's
2007 fiscal year, the Company began recording compensation expense
associated with stock options, the only form of equity compensation
issued by the Company, in accordance with Statement of Financial
Accounting Standards No. 123(R), "Share-Based Payment" ("SFAS
123R"). The Company recognizes such compensation expense on a
straight-line basis over the four-year service period during which
the options become exercisable.
2. MARKETABLE SECURITIES
The following is a summary of available-for-sale securities:
Gross Gross
Unrealized Unrealized Estimated
Gains Losses Fair Value
---------- ---------- ----------
March 2, 2008:
U.S. Treasury and other
government securities $ 39 $ 47 $ 30,829
U.S. corporate debt securities 90 185 70,390
Certificates of deposit - - 12,600
---- ---- --------
Total debt securities $129 $232 $113,819
==== ==== ========
49
February 25, 2007:
U.S. Treasury and other
government securities $ 2 $467 $61,278
U.S. corporate debt securities 13 - 11,338
Certificates of deposit - - 17,000
---- ---- -------
Total debt securities 15 467 89,616
Equity securities 102 - 108
---- ---- -------
$117 $467 $89,724
==== ==== =======
The gross realized gains on the sales of securities were $1, $43 and $23
for fiscal years 2008, 2007 and 2006, respectively, and the gross realized
losses were $4, $114 and $2 for fiscal years 2008, 2007 and 2006,
respectively.
The amortized cost and estimated fair value of the debt and marketable
securities at March 2, 2008, by contractual maturity, are shown below:
Estimated Fair Value
and
Amortized Cost
--------------------
Due in one year or less $110,803
Due after one year through
five years 3,016
--------
$113,819
========
3. INVENTORIES
Inventories consisted of the following:
March 2, February 25,
2008 2007
-------- ------------
Raw materials $ 5,923 $ 6,867
Work-in-process 3,686 3,372
Finished goods 3,951 4,535
Manufacturing supplies 489 316
------- -------
$14,049 $15,090
======= =======
50
4. PROPERTY, PLANT AND EQUIPMENT
March 2, February 25,
2008 2007
-------- ------------
Land, buildings and improvements $ 36,182 $ 33,698
Machinery, equipment, furniture
and fixtures 137,816 137,806
-------- --------
173,998 171,504
Less accumulated depreciation
and amortization 126,810 121,609
-------- --------
$ 47,188 $ 49,895
======== ========
Property, plant and equipment are initially valued at cost. Depreciation
and amortization expense relating to property, plant and equipment was
$8,286, $8,992 and $9,645 for fiscal years 2008, 2007 and 2006,
respectively. In the 2006 fiscal year fourth quarter, the Company recorded
a pre-tax impairment charge of $2,280 for the write-off of construction
costs related to the installation of an advanced high-speed treater at
the Company's Neltec Europe SAS facility in Mirebeau, France.
5. ACCRUED LIABILITIES
March 2, February 25,
2008 2007
-------- ------------
Payroll and payroll related $ 3,812 $ 3,832
Employee benefits 966 897
Workers compensation accrual 1,274 1,575
Environmental reserve (Note 15) 1,577 1,757
Restructuring accruals 1,169 434
Other 4,516 4,563
------- -------
$13,314 $13,058
======= =======
6. INCOME TAXES
The income tax (benefit) provision includes the following:
Fiscal Year
-----------------------------------------
2008 2007 2006
---- ---- ----
Current:
Federal $3,388 $2,319 $5,122
State and local 698 349 339
Foreign 5,341 3,445 2,793
------ ------ ------
9,427 6,113 8,254
------ ------ ------
Deferred:
Federal (1,015) (664) (2,397)
State and local (100) (554) (123)
Foreign 303 (544) (250)
------ ------ ------
(812) (1,762) (2,770)
------ ------ ------
$8,615 $4,351 $5,484
====== ====== ======
51
During the fourth quarter of the 2008 fiscal year, the Company recognized
a tax benefit of $1,500 related to reserves previously established in the
United States for transfer pricing. During the third quarter of the 2008
fiscal year, the Company recognized a tax benefit of $540 related to
reserves that were deemed no longer required due to a change in market
conditions. During the second quarter of the 2008 fiscal year, the
Company recognized a tax benefit of $537 for the elimination of a reserve
in a foreign jurisdiction where the Company no longer operates.
As part of its evaluation of deferred tax assets, the Company recognized a
tax benefit of $3,500 during the 2007 fiscal year relating to the
elimination of certain valuation allowances previously established in the
United States. During the 2007 fiscal year, the Company also recognized a
tax benefit of $1,391 relating to the elimination of reserves no longer
required as the result of the completion of a tax audit, a $499 tax
benefit relating to a life insurance arrangement termination charge and a
tax benefit of $715 relating to the recognition of tax credits resulting
from operating losses sustained in prior years in France.
During the 2006 fiscal year, the Company recognized a tax benefit of
$1,512 relating to the elimination of valuation allowances previously
established related to deferred tax assets in the United States. The
current income tax provision for the 2006 fiscal year included $3,088 in
Federal, state and local taxes relating to the repatriation of foreign
earnings.
The components of earnings before income taxes were as follows:
Fiscal Year
-----------------------------------------
2008 2007 2006
---- ---- ----
United States $13,729 $18,330 $12,823
Foreign 29,565 25,812 19,536
------- ------- -------
Earnings before income taxes $43,294 $44,142 $32,359
======= ======= =======
The Company's effective income tax rate differs from the statutory U.S.
Federal income tax rate as a result of the following:
Fiscal Year
-------------------------------------
2008 2007 2006
---- ---- ----
Statutory U.S. Federal tax rate 35.0% 35.0% 35.0%
State and local taxes, net of
Federal benefit 0.9 (0.3) 0.4
Foreign tax rate differentials (8.1) (9.1) (9.1)
Valuation allowance on deferred tax
assets 0.1 (4.4) (8.0)
Elimination of reserves no longer
required (6.0) (5.8) -
Utilization of net operating loss
carryovers - (1.6) (9.7)
Foreign tax credits (2.3) (2.1) -
Additional U.S. taxes on
repatriated foreign earnings - 9.5
-
Other, net 0.3 (1.8) (1.1)
---- ---- ----
19.9% 9.9% 17.0%
==== ==== ====
52
The Company had total net operating loss carryforwards of approximately
$19,200 and $17,400 in fiscal years 2008 and 2007, respectively. All of
the total net operating loss carryforwards related to foreign operations
in fiscal years 2008 and 2007.
The foreign net operating loss carryforwards have no expiration.
The Company had New York State investment tax credits of $2,164 and $2,238
in fiscal years 2008 and 2007, respectively. No benefit has been
recognized for these credits as the Company does not believe that
realization is more likely than not.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts for income tax purposes. Significant
components of the Company's long-term deferred tax liabilities and assets
as of March 2, 2008 and February 25, 2007 were as follows:
2008 2007
--------- ---------
Deferred tax liabilities:
Depreciation $ (1,665) $ (1,380)
Offshore Singapore earnings subject to
local tax (3,186) (2,914)
-------- --------
Total deferred tax liabilities $ (4,851) $ (4,294)
======== ========
Deferred tax assets:
Impairment of fixed assets $ 4,455 $ 4,266
Net operating loss carry-forwards 6,125 5,598
New York State investment tax credits 2,164 2,238
Other, net 5,422 4,158
-------- --------
Total deferred tax assets 18,166 16,260
Valuation allowance for deferred
tax assets (13,014) (12,469)
-------- --------
Net deferred tax assets $ 5,152 $ 3,791
======== ========
Net deferred tax assets are included in non-current "Other assets" on the
Consolidated Balance Sheets. In addition, "Prepaid expenses and other
current assets" on the Consolidated Balance Sheets include a French income
tax refund of $2,388, which the Company expects to receive in fiscal year
2009, and "Other assets" include French income tax refunds totaling
$1,811, which the Company expects to receive in fiscal years 2010 and
2011.
53
The Company adopted the provisions of Financial Accounting Standards Board
("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income
Taxes" ("FIN 48") on February 26, 2007. The adoption of FIN 48 did not
have an impact on the Company's Consolidated Financial Statements, except
for the reclassification of unrecognized tax benefits of approximately
$3,600, including approximately $400 for interest and penalties, to non-
current "Restructuring accruals and other liabilities" in the
Consolidated Balance Sheets. At March 2, 2008, the Company had gross tax-
affected unrecognized tax benefits of $952, all of which if recognized,
would impact the effective tax rate. A reconciliation of the beginning
and ending amount of unrecognized tax benefits is as follows:
Unrecognized
Tax Benefits
------------
Balance as of February 26, 2007 $ 3,595
Gross increases-tax positions in prior period 599
Gross decreases-tax positions in prior period (2,179)
Gross increases-current period tax positions 113
Settlements (9)
Lapse of statute of limitations (1,167)
-------
Balance as of March 2, 2008 $ 952
=======
The amount of unrecognized tax benefits may increase or decrease in the
future for various reasons, including adding or reducing amounts for
current year tax positions, expiration of statutes of limitation on open
income tax returns, changes in management's judgment about the level of
uncertainty, status of tax examinations, and legislative activity. The
Company does not expect the unrecognized tax benefits to significantly
decrease over the next twelve months.
A list of open tax years by major jurisdiction follows:
United States 2004-2008
Arizona 2003-2008
California 2003-2008
New York 2004-2008
France 2004-2008
Singapore 2004-2008
Interest and penalties for the fiscal year 2008 were a net benefit of $297
primarily as a result of reductions in unrecognized tax benefits.
Remaining unrealized interest at March 2, 2008 was $140. The Company's
policy is to include applicable interest and penalties related to
unrecognized tax benefits as a component of income tax expense.
7. STOCK-BASED COMPENSATION
As of March 2, 2008, the Company had a 1992 Stock Option Plan and a 2002
Stock Option Plan, and no other stock-based compensation plan. Both Stock
Option Plans have been approved by the Company's stockholders and provide
for the grant of stock options to directors and key employees of the
Company. All options granted under such Plans have exercise prices equal
to the fair market value of the underlying
54
common stock of the Company at the time of grant, which pursuant to the
terms of the Plans, is the reported closing price of the common stock on
the New York Stock Exchange on the date preceding the date the option is
granted. Options granted under the Plans become exercisable 25% one year
from the date of grant, with an additional 25% exercisable each succeeding
anniversary of the date of grant and expire 10 years from the date of
grant. The authority to grant additional options under the 1992 Stock
Option Plan expired on March 24, 2002, and options to purchase a total of
900,000 shares of common stock were authorized for grant under the 2002
Stock Option Plan. At March 2, 2008, 1,263,932 shares of common stock of
the Company were reserved for issuance upon exercise of stock options
under the 1992 Stock Option Plan and the 2002 Stock Option Plan and
223,193 shares were available for future grant under the 2002 Stock Option
Plan. Options to purchase 168,150 and 174,700 shares of common stock were
granted during the 2008 fiscal year and 2007 fiscal year, respectively.
Effective February 27, 2006, the beginning of the Company's 2007 fiscal
year, the Company began recording compensation expense associated with
stock options, the only form of equity compensation issued by the Company,
in accordance with Statement of Financial Accounting Standards No. 123(R),
"Share-Based Payment" ("SFAS 123R"), and Securities and Exchange
Commission Staff Accounting Bulletin No. 107. Prior to February 27, 2006,
the Company accounted for equity compensation according to the provisions
of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"), and, therefore, no related
compensation expense was recorded in the statements of earnings for awards
granted with no intrinsic value. The Company adopted the modified
prospective transition method pursuant to SFAS 123R, and, consequently,
has not retroactively adjusted results from prior periods. Under this
transition method, compensation costs associated with equity compensation
recognized during the 14 weeks and 53 weeks ended March 2, 2008 included
(1) quarterly amortization related to the remaining unexercisable portion
of all stock options granted prior to February 27, 2006 based on the grant
date fair value estimated in accordance with the original provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), and (2) quarterly amortization
related to all stock options granted subsequent to February 27, 2006 based
on the grant date fair value estimated in accordance with the provisions
of SFAS 123R.
The Company records its stock-based compensation at fair value in
accordance with Statement of Financial Accounting Standards No. 123
(revised 2004), "Share-Based Payment" ("SFAS 123R").
The compensation expense for stock options includes an estimate for
forfeitures and is recognized over the vesting term using the ratable
method. Prior to the Company's adoption of SFAS 123R, benefits of tax
deductions in excess of recognized compensation costs were reported as
operating cash flows. SFAS 123R requires that such benefits be recorded as
a financing cash inflow rather than as a reduction of taxes paid.
The future compensation expense affecting earnings before income taxes for
options outstanding at March 2, 2008 will be $2,816 as a result of the
adoption of SFAS 123R.
55
If compensation expense for the Company's stock option plans had been
determined based upon estimated fair values at the grant dates in
accordance with SFAS 123, the Company's pro forma net income and basic
and diluted earnings per common share for the 2006 fiscal year for stock
options granted prior to the adoption of SFAS 123R would have been as
follows:
2006
----
Net earnings $26,875
Deduct: Total stock-based employee
compensation determined under fair
value based method for all awards, net
of tax effects (1,627)
-------
Pro forma net earnings $25,248
=======
Basic earnings per share:
As reported $1.34
Pro forma $1.26
Diluted earnings per share:
As reported $1.33
Pro forma $1.25
The weighted average fair value for options was estimated at the dates of
grants using the Black-Scholes option-pricing model to be $10.30 for
fiscal year 2008, $10.84 for fiscal year 2007 and $7.77 for fiscal year
2006, with the following assumptions: risk free interest rate of 4.75% for
fiscal year 2008, 4.0%-5.0% for fiscal year 2007 and 5.0% for fiscal year
2006; expected volatility factors of 32.1%-32.4%, 34.4%- 58.8% and 34%-36%
for fiscal years 2008, 2007 and 2006, respectively; expected dividend
yield of 1.06% for fiscal year 2008, 1.0%-1.6% for fiscal year 2007 and
1.3% for fiscal year 2006; and estimated option terms of 5.2-5.4 years for
fiscal year 2008, 4.0-5.6 years for fiscal year 2007 and 4.0 years for
fiscal year 2006.
The estimated term of the options is based on evaluations of historical
and expected future employee exercise behavior. The risk free interest
rate is based on U.S. Treasury rates at the date of grant with maturity
dates approximately equal to the estimated term of the options at the date
of the grant. Volatility is based on historical volatility of the
Company's stock.
56
Information with respect to options follows:
Weighted
Average
Outstanding Exercise
Options Price
----------- --------
Balance, February 27, 2005 1,283,819 $20.71
Granted 157,250 24.57
Exercised (218,770) 17.89
Terminated or expired (218,845) 25.89
---------
Balance, February 26, 2006 1,003,454 $20.80
Granted 174,700 25.35
Exercised (80,236) 17.85
Terminated or expired (31,291) 26.07
---------
Balance, February 25, 2007 1,066,627 $21.61
Granted 168,150 30.29
Exercised (152,086) 17.24
Terminated or expired (41,952) 25.27
---------
Balance March 2, 2008 1,040,739 23.50
=========
Exercisable March 2, 2008 679,367 $21.49
=========
At March 2, 2008, 1,040,739 stock options were outstanding having a
weighted average remaining contract term of 5.55 years and an aggregate
intrinsic value of $2,890. At March 2, 2008, 679,367 stock options were
exercisable having a weighted average remaining contract term of 3.93
years and an aggregate intrinsic value of $3,255.
A summary of the status of the Company's nonvested options at March 2,
2008, and changes during the fiscal year then ended, is presented below:
Weighted Average
Shares Subject Grant Date Fair
To Options Value
-------------- ----------------
Nonvested, beginning of year 352,012 $ 9.77
Granted 168,150 10.30
Vested (119,540) 9.10
Terminated (39,250) 10.01
-------- ------
Nonvested, end of year 361,372 $ 9.90
======== ======
The total values realized (the market value of the underlying shares on
the date of exercise, less the exercise price, times the number of shares
acquired) from the exercise of options during the 2008, 2007 and 2006
fiscal years were $1,889, $1,153 and $1,424, respectively. Stock options
available for future grant under the 2002 Stock Option Plan at March 2,
2008 and February 25, 2007 were 223,193 and 351,843, respectively.
57
8. STOCKHOLDERS' EQUITY
a. Stockholders' Rights Plan - On July 20, 2005, the Board of Directors
renewed the Company's stockholders' rights plan on substantially the
same terms as its previous rights plan which expired in July
2005. In accordance with the Company's stockholders' rights
plan, a right (the "Right") to purchase from the Company a unit
consisting of one one-thousandth (1/1000) of a share (a "Unit") of
Series B Junior Participating Preferred Stock, par value $1.00 per
share (the "Series B Preferred Stock"), at a purchase price of $150
(the "Purchase Price") per Unit, subject to adjustment, is attached
to each outstanding share of the Company's common stock. The Rights
expire on July 20, 2015. Subject to certain exceptions, the Rights
will become exercisable 10 business days after a person acquires 15
percent or more of the Company's outstanding common stock or
commences a tender offer that would result in such person's owning 15
percent or more of such stock. If any person acquires 15 percent or
more of the Company's outstanding common stock, the rights of
holders, other than the acquiring person, become rights to buy shares
of the Company's common stock (or of the acquiring company if the
Company is involved in a merger or other business combination and is
not the surviving corporation) having a market value of twice the
Purchase Price of each Right. The Company may redeem the Rights for
$.01 per Right until 10 business days after the first date of public
announcement by the Company that a person acquired 15 percent or more
of the Company's outstanding common stock.
b. Reserved Common Shares - At March 2, 2008, 1,263,932 shares of common
stock were reserved for issuance upon exercise of stock options.
c. Accumulated Other Comprehensive Income - Accumulated balances related
to each component of other comprehensive income were as follows:
March 2, February 25,
2008 2007
-------- ------------
Currency translation adjustment $7,227 $5,010
Unrealized gains (losses)on investments 209 (246)
------ ------
Accumulated balance $7,436 $4,764
====== ======
d. Dividends Declared - On July 19, 2007, the Company announced that its
Board of Directors had declared a special cash dividend of $1.50 per
share, which was paid August 22, 2007 and was in addition to the
Company's regular quarterly cash dividends of $0.08 per share; and on
July 20, 2006, the Company announced that its Board of Directors had
declared a special cash dividend of $1.00 per share, which was paid
August 22, 2006 and was in addition to the Company's regular
quarterly cash dividends of $0.08 per share.
58
9. EARNINGS PER SHARE
Basic earnings per share are computed by dividing net earnings by the
weighted average number of shares of common stock outstanding during the
period. Diluted earnings per share are computed by dividing net earnings
by the sum of (a) the weighted average number of shares of common stock
outstanding during the period and (b) the potential common stock
equivalents outstanding during the period. Stock options are the only
common stock equivalents; and the number of dilutive options is computed
using the treasury stock method.
The following table sets forth the calculation of basic and diluted
earnings per share for the last three fiscal years:
2008 2007 2006
---------- ---------- ----------
Net earnings $34,679 $39,791 $26,875
========== ========== ==========
Weighted average common shares
outstanding for basic EPS 20,305,199 20,175,422 20,046,900
Net effect of dilutive options 59,004 141,418 163,300
---------- ---------- ----------
Weighted average shares
outstanding for diluted EPS 20,364,203 20,316,840 20,210,200
========== ========== ==========
Basic earnings per share $1.71 $1.97 $1.34
===== ===== =====
Diluted earnings per share $1.70 $1.96 $1.33
===== ===== =====
Common stock equivalents, which were not included in the computation of
diluted earnings per share because either the effect would have been
antidilutive or the options' exercise prices were greater than the average
market price of the common stock, were 10,885, 3,619 and 100,058 for the
fiscal years 2008, 2007 and 2006, respectively.
10. DISCONTINUED OPERATIONS AND PENSION LIABILITY
On February 4, 2004, the Company announced that it was discontinuing its
financial support of its Dielektra GmbH ("Dielektra") subsidiary located
in Cologne, Germany, due to the continued erosion of the European market
for the Company's high technology products. Without Park's financial
support, Dielektra filed an insolvency petition, which the Company
believes will result in the liquidation of Dielektra. In accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", Dielektra is treated as a discontinued operation. As a result of
the discontinuation of financial support for Dielektra, the Company
recognized an impairment charge of $22,023 for the write-off of Dielektra
assets and other costs during the fourth quarter of the 2004 fiscal year.
The liabilities from discontinued operations are reported separately on
the Consolidated Balance Sheet. These liabilities from discontinued
operations included $12,094 for Dielektra's deferred pension liability.
The Company expects to recognize a gain of approximately $17 million
related to the reversal of these liabilities when the Dielektra insolvency
process is completed, although it is unclear when the process will be
completed.
59
Liabilities for discontinued operations as of March 2,2008 and February
25, 2007 consisted of the following:
March 2, February 25,
2008 2007
-------- ------------
Environmental and
other liabilities $ 5,087 $ 5,087
Pension liabilities 12,094 12,094
------- -------
Total liabilities $17,181 $17,181
======= =======
11. REALIGNMENT AND SEVERANCE CHARGES
In the 2008 fiscal year fourth quarter, the Company recorded a charge of
$1,362 for employment termination benefits and other expenses resulting
from a restructuring and workforce reduction at the Company's Neltec
Europe SAS electronic materials business unit located in Mirebeau, France.
The Company paid $626 of these charges during the 2008 fiscal year and
expects to pay the remaining $736 during the 2009 fiscal year.
During the 2006 fiscal year, the Company recorded a charge of $889 for
employment termination benefits for a workforce reduction at its Neltec
Europe SAS business unit.
During the 2004 fiscal year, the Company recorded charges related to the
realignment of its North America volume printed circuit materials
operations. The charges were for employment termination benefits of
$1,258, which were fully paid in fiscal year 2004, and lease and other
obligations of $7,292. All costs other than the lease obligations were
settled prior to fiscal year 2007. The future lease obligations are
payable through September 2013. The remaining balances on the lease
obligations relating to the realignment were $3,706 and $4,149 as of March
2, 2008 and February 25, 2007, respectively. The Company applied $443 and
$494 of payments against this liability during the 2008 and 2007 fiscal
years, respectively.
12. INSURANCE ARRANGEMENT TERMINATION CHARGE
During the 2007 fiscal year second quarter ended August 27, 2006, the
Company terminated a split-dollar life insurance arrangement with Jerry
Shore, the Company's founder and former Chairman, President and Chief
Executive Officer. The insurance arrangement, which involved two life
insurance policies payable on the death of the survivor of Jerry Shore and
his spouse with an aggregate face value of $5 million and annual premium
payments by the Company of approximately $129, was implemented in 1997 but
discontinued in 2004 in light of certain provisions of the Sarbanes-Oxley
Act of 2002 and due to changes in the income taxation of split-dollar life
insurance arrangements. The arrangement is more fully described in the
Company's annual proxy statements for each of the years 1998 through 2007.
Pursuant to an agreement entered into between Jerry Shore and the Company,
the termination of the insurance arrangement involved a payment of $1,335
by the Company to Mr. Shore in January 2007. Such termination and payment
resulted in a net cash cost to the Company of $685, after the Company's
receipt of a portion of the cash surrender value of the life insurance
policies. The Company recorded a pre-tax charge of $1,316 in the 2007
fiscal year second
60
quarter ended August 27, 2006 in connection with this termination and
recognized a $499 tax benefit relating to this insurance termination
charge.
13. EMPLOYEE BENEFIT PLANS
a. Profit Sharing Plan - The Company and certain of its subsidiaries
have a non-contributory profit sharing retirement plan covering
their regular full-time employees. The plan may be modified or
terminated at any time, but in no event may any portion of the
contributions revert back to the Company. The Company's estimated
contributions are accrued at the end of each fiscal year and paid to
the plan in the subsequent fiscal year. The Company's actual
contributions to the plan were $900 and $847 for fiscal years 2007
and 2006, respectively. The contribution estimated for fiscal year
2008 has not been paid. Contributions are discretionary and
may not exceed the amount allowable as a tax deduction under the
Internal Revenue Code.
b. Savings Plan - The Company also sponsors a 401(k) savings plan,
pursuant to which the contributions of employees of certain
subsidiaries were partially matched by the Company in the amounts of
$222, $247 and $218 in fiscal years 2008, 2007 and 2006,
respectively.
14. COMMITMENTS
The Company conducts certain of its operations in leased facilities, which
include several manufacturing plants, warehouses and offices. The leases
on facilities are for terms of up to 10 years, the latest of which expires
in 2015. Many of the leases contain renewal options for periods ranging
from one to ten years and require the Company to pay real estate taxes and
other operating costs. The latest land lease expiration is 2054.
These non-cancelable operating leases have the following payment schedule.
Fiscal Year Amount
----------- ------
2009 2,159
2010 2,185
2011 1,923
2012 1,359
2013 966
Thereafter 2,159
-------
$10,751
=======
Rental expenses, inclusive of real estate taxes and other costs, were
$2,465, $2,047 and $2,257 for fiscal years 2008, 2007 and 2006,
respectively.
In addition, the Company has commitments to purchase plant and equipment
for its new development and manufacturing facility currently under
construction in Newton, Kansas of $4,829.
15. CONTINGENCIES
a. Litigation - The Company is subject to a small number of
proceedings, lawsuits and other claims related to environmental,
employment, product and other matters. The Company is required to
assess the likelihood of any adverse judgments or outcomes in
61
these matters as well as potential ranges of probable losses. A
determination of the amount of reserves required, if any, for these
contingencies is made after careful analysis of each individual
issue. The required reserves may change in the future due to new
developments in each matter or changes in approach, such as a change
in settlement strategy in dealing with these matters.
b. Environmental Contingencies - The Company and certain of its
subsidiaries have been named by the Environmental Protection Agency
(the "EPA") or a comparable state agency under the Comprehensive
Environmental Response, Compensation and Liability Act (the
"Superfund Act") or similar state law as potentially responsible
parties in connection with alleged releases of hazardous substances
at nine sites. In addition, a subsidiary of the Company has received
cost recovery claims under the Superfund Act from other private
parties involving one other site and has received requests from the
EPA under the Superfund Act for information with respect to its
involvement at three other sites.
Under the Superfund Act and similar state laws, all parties who may
have contributed any waste to a hazardous waste disposal site or
contaminated area identified by the EPA or comparable state agency
may be jointly and severally liable for the cost of cleanup.
Generally, these sites are locations at which numerous persons
disposed of hazardous waste. In the case of the Company's
subsidiaries, generally the waste was removed from their
manufacturing facilities and disposed at waste sites by various
companies which contracted with the subsidiaries to provide waste
disposal services. Neither the Company nor any of its sub-sidiaries
have been accused of or charged with any wrongdoing or illegal acts
in connection with any such sites. The Company believes it maintains
an effective and comprehensive environmental compliance program.
The insurance carriers who provided general liability insurance
coverage to the Company and its subsidiaries for the years during
which the Company's subsidiaries' waste was disposed at these sites
have agreed to pay, or reimburse the Company and its subsidiaries
for, 100% of their legal defense and remediation costs associated
with three of these sites and 25% of such costs associated with
another one of these sites.
The total costs incurred by the Company and its subsidiaries in
connection with these sites, including legal fees incurred by the
Company and its subsidiaries and their assessed share of remediation
costs and excluding amounts paid or reimbursed by insurance
carriers, were approximately $1, $1 and $1 in fiscal years 2008,
2007 and 2006, respectively. The recorded liabilities included in
accrued liabilities for environmental matters were $1,577, $1,757,
and $1,757 for fiscal years 2008, 2007 and 2006, respectively. As
discussed in Note 10, liabilities from discontinued operations have
been segregated on the Consolidated Balance Sheet and include $2,121
for environmental matters related to Dielektra.
Such recorded liabilities do not include environmental liabilities
and related legal expenses for which the Company has concluded
indemnification agreements with the insurance carriers who provided
general liability insurance coverage to the Company
62
and its subsidiaries for the years during which the Company's
subsidiaries' waste was disposed at three sites for which certain
subsidiaries of the Company have been named as potentially
responsible parties, pursuant to which agreements such insurance
carriers have been paying 100% of the legal defense and remediation
costs associated with such three sites since 1985.
Included in cost of sales are charges for actual expenditures and
accruals, based on estimates, for certain environmental matters
described above. The Company accrues estimated costs associated with
known environmental matters, when such costs can be reasonably
estimated and when the outcome appears probable. The Company
believes that the ultimate disposition of known
environmental matters will not have a material adverse effect on the
liquidity, capital resources, business or consolidated results of
operations or financial position of the Company. However, one or
more of such environmental matters could have a significant negative
impact on the Company's consolidated results of operations or
financial position for a particular reporting period.
16. GEOGRAPHIC REGIONS
The Company's printed circuit materials (the Nelco(R) product line) and
the Company's advanced composite materials (the Nelcote(R) product line)
are sold to customers in North America, Europe and Asia.
Sales are attributed to geographic region based upon the region from which
the materials were invoiced to the customer. Sales between geographic
regions were not significant.
Financial information regarding the Company's operations by geographic
region follows:
Fiscal Year
---------------------------------
2008 2007 2006
-------- -------- --------
Sales:
North America $123,087 $140,390 $124,365
Europe 28,399 34,870 34,372
Asia 90,366 82,117 63,514
-------- -------- --------
Total sales $241,852 $257,377 $222,251
======== ======== ========
Long-lived assets:
North America $ 25,069 $ 25,600 $ 27,769
Europe 4,552 4,659 9,077
Asia 26,747 25,331 20,105
-------- -------- --------
Total long-lived assets $ 56,368 $ 55,590 $ 56,951
======== ======== ========
17. CUSTOMER AND SUPPLIER CONCENTRATIONS
a. Customers - Sales to Sanmina-SCI Corporation were 13.4%, 16.7% and
19.4% of the Company's total worldwide sales for fiscal years 2008,
2007 and 2006, respectively. Sales to TTM Technologies Inc.
"TTM") were 10.8%, 10.7% and 11.7% of the Company's total worldwide
sales for fiscal years 2008, 2007 and 2006, respectively.
The sales to TTM during the 2007 and 2006 fiscal years included
sales to Tyco Printed Circuit Group L.P., which was acquired by TTM
during the Company's 2007 fiscal year. Sales to Multilayer
Technology, Inc. were 7.9%, 8.6% and 10.4% of the Company's total
worldwide sales for fiscal year 2008, 2007 and 2006, respectively.
63
While no other customer accounted for 10% or more of the Company's
total worldwide sales in fiscal years 2008, 2007 and 2006, and the
Company is not dependent on any single customer, the loss of a major
printed circuit materials customer or of a group of customers could
have a material adverse effect on the Company's business or
consolidated results of operations or financial position.
b. Sources of Supply - The principal materials used in the manufacture
of the Company's high-technology printed circuit materials and
advanced composite materials products are specially manufactured
copper foil, fiberglass cloth and synthetic reinforcements,
and specially formulated resins and chemicals. Although there are a
limited number of qualified suppliers of these materials, the
Company has nevertheless identified alternate sources of supply
for each of such materials. While the Company has not experienced
significant problems in the delivery of these materials and
considers its relationships with its suppliers to be strong, a
disruption of the supply of material from a principal supplier could
adversely affect the Company's business. Furthermore, substitutes
for these materials are not readily available and an inability to
obtain essential materials, if prolonged, could materially adversely
affect the Company's business.
18. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157
defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles in the United
States ("GAAP"), and expands disclosures about fair value measurements.
SFAS 157 applies whenever other standards require, or permit, assets or
liabilities to be measured at fair value. The Company expects to adopt
SFAS 157 in the first quarter of the 2009 fiscal year. The Company
does not expect SFAS 157 to have a material effect on the Company's
Consolidated Financial Statements.
In February 2007, the FASB issued Statement of Financial Accounting
Standard No. 159, "The Fair Value Option for Financial Assets and
Financial Liabilities--Including an amendment of FASB Statement No. 115"
("SFAS 159"). SFAS 159 permits entities to elect to measure many financial
instruments and certain other items at fair value. Unrealized
gains and losses on items for which the fair value option has been elected
will be recognized in earnings at each subsequent reporting date. SFAS 159
is effective for fiscal years beginning after November 15, 2007. The
Company does expect the adoption of SFAS 159 to have a material effect on
the Company's Consolidated Financial Statements.
In December 2007, the FASB issued SFAS No. 141R (revised 2007) which
replaces SFAS No. 141, "Business Combinations" ("SFAS No. 141R"). This
statement requires an acquirer, upon initially obtaining control of
another entity, to recognize the assets, liabilities and any non-
controlling interest in the acquiree at fair value as of the acquisition
date. This fair value approach replaces the original Statement 141's
cost allocation process, whereby the cost of an acquisition was allocated
to the individual assets acquired and liabilities assumed based on their
estimated fair value. SFAS No. 141R
64
requires acquirers to expense acquisition-related costs as incurred rather
than allocating such costs to the assets acquired and liabilities assumed,
as was previously the case under SFAS No. 141. The adoption of SFAS No.
141R will impact how the Company records future business combinations.
19. SUBSEQUENT EVENT
On April 1, 2008, the Company's new wholly owned subsidiary, Park
Aerospace Structures Corp., acquired substantially all the assets and
business of Nova Composites, Inc. located in Lynnwood, Washington for a
cash purchase price of $4.5 million paid at the closing of the acquisition
and up to an additional $5.5 million payable over five years depending on
the achievement of specified earn-out objectives. Park Aerospace
Structures Corp. designs and manufactures aircraft composite structures
and components and the tooling for such structures and components. Park's
new composite structures and components product line is marketed and sold
as Park's Nova(TM) product line.
65
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarter
----------------------------------------------
First Second Third Fourth
------- ------ ----- ------
(In thousands, except per share amounts)
Fiscal 2008:
Net sales $57,077 $60,541 $63,653 $60,581
Gross profit 14,109 16,435 16,076 15,834
Net earnings 7,411 9,160 8,777 9,331
Basic earnings per share:
Net earnings per share $0.37 $0.45 $0.43 $0.46
Diluted earnings per share:
Net earnings per share $0.37 $0.45 $0.43 $0.46
Weighted average common
shares outstanding:
Basic 20,206 20,325 20,340 20,347
Diluted 20,235 20,405 20,452 20,362
Fiscal 2007:
Net sales 62,838 66,518 68,195 59,826
Gross profit 16,363 16,044 17,241 14,459
Net earnings 8,894 12,544 9,529 8,824
Basic earnings per share:
Net earnings per share $0.44 $0.62 $0.47 $0.44
Diluted earnings per share:
Net earnings per share $0.44 $0.62 $0.47 $0.44
Weighted average common
shares outstanding:
Basic 20,135 20,183 20,189 20,194
Diluted 20,357 20,295 20,332 20,283
Earnings per share are computed separately for each quarter. Therefore, the sum
of such quarterly per share amounts may differ from the total for the years.
66
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES.
(a) Disclosure Controls and Procedures.
The Company's management, with the participation of the Company's Chief
Executive Officer and Vice President and Controller (the person currently
performing the functions similar to those performed by a principal financial
officer), has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d- 15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of
March 2, 2008, the end of the fiscal year covered by this annual report. Based
on such evaluation, the Company's Chief Executive Officer and Vice President and
Controller have concluded that, as of the end of such fiscal year, the Company's
disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act and are effective in ensuring that information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the Company's management,
including the Company's Chief Executive Officer and Vice President and
Controller, as appropriate to allow timely decisions regarding required
disclosure.
(b) Management's Annual Report on Internal Control Over Financial
Reporting.
The management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles in the United States of America. The Company's internal
control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the Company,
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company, and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
67
Management assessed the effectiveness of the Company's internal control
over financial reporting as of March 2, 2008. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated
Framework. Based on management's assessment and those criteria, management
concluded that the Company maintained effective internal control over financial
reporting as of March 2, 2008.
The independent registered public accounting firm that audited the
Company's financial statements included in this Annual Report on Form 10-K has
issued an attestation report on the Company's internal control over financial
reporting. That report appears in Item 9A(c) below.
(c) Attestation Report of the Independent Registered Public Accounting
Firm.
68
Stockholders and Board of Directors of
Park Electrochemical Corp.
We have audited Park Electrochemical Corp. and subsidiaries (the "Company")
internal control over financial reporting as of March 2, 2008, based on criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO"). The Company's
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management's
Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company's internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, Park Electrochemical Corp. and subsidiaries maintained, in all
material respects, effective internal control over financial reporting as of
March 2, 2008, based on criteria established in Internal Control-Integrated
Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
Park Electrochemical Corp. and subsidiaries as of March 2, 2008 and February
25, 2007, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended March 2,
2008, and our report dated May 13, 2008 expressed an unqualified opinion on
those consolidated financial statements.
/s/ GRANT THORNTON LLP
New York, New York
May 13, 2008
69
(d) Changes in Internal Control Over Financial Reporting.
There has not been any change in the Company's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the fourth fiscal quarter of the fiscal year to
which this report relates that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
The Company is not disclosing under this item any information required to
be disclosed on Form 8-K during the fourth quarter of the year covered by this
Form 10-K Annual Report, but not reported, whether or not otherwise required by
this Form 10-K.
70
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information called for by this item (except for information as to the
Company's executive officers, which information appears elsewhere in this
Report) is incorporated by reference to the Company's definitive proxy statement
for the 2008 Annual Meeting of Shareholders to be filed pursuant to Regulation
14A.
ITEM 11. EXECUTIVE COMPENSATION.
The information called for by this Item is incorporated by reference to
the Company's definitive proxy statement for the 2008 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The information called for by this Item is incorporated by reference to
the Company's definitive proxy statement for the 2008 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
The information called for by this Item is incorporated by reference to
the Company's definitive proxy statement for the 2008 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
This information called for by this Item is incorporated by reference to
the Company's definitive proxy statement for the 2008 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.
71
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Page
----
(a) Documents filed as a part of this Report
(1) Financial Statements:
The following Consolidated Financial Statements of the
Company are included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm 42
Balance Sheets 43
Statements of Operations 44
Statements of Stockholders' Equity 45
Statements of Cash Flows 46
Notes to Consolidated Financial Statements (1-19) 47
(2) Financial Statement Schedules:
The following additional information should be read in
conjunction with the Consolidated Financial Statements
of the Registrant described in Item 15(a)(1) above:
Schedule II - Valuation and Qualifying Accounts 74
All other schedules have been omitted because they are
not applicable or not required, or the information is
included elsewhere in the financial statements or notes
thereto.
(3) Exhibits:
The information required by this Item relating to
Exhibits to this Report is included in the Exhibit
Index beginning on page 75 hereof.
72
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: May 13, 2008 PARK ELECTROCHEMICAL CORP.
By: /s/ Brian E. Shore
---------------------------------------
Brian E. Shore,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Brian E. Shore Chairman of the Board, President and
------------------------ Chief Executive Officer and Director
Brian E. Shore (principal executive officer) May 13, 2008
/s/ P. Matthew Farabaugh Vice President and Controller
------------------------ (principal accounting officer and
P. Matthew Farabaugh principal financial officer) May 13, 2008
/s/ Dale Blanchfield
------------------------
Dale Blanchfield Director May 13, 2008
------------------------
Lloyd Frank Director May 13, 2008
/s/ Steven T. Warshaw
---------------------
Steven T. Warshaw Director May 13, 2008
73
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
-------------------------------------------
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Column C
Column A Column B Additions Column D Column E
-------- -------- --------- -------- --------
Balance at Balance at
Beginning of Costs and End of
Description Period Expenses Other Reductions Period
----------- ------ -------- ----- ---------- -------
DEFERRED INCOME TAX ASSET VALUATION
ALLOWANCE:
53 weeks ended March 2, 2008 $12,469,000 $ 545,000 - - $13,014,000
=========== =========== ===========
52 weeks ended February 25, 2007 $14,683,000 $ 1,286,000 - $(3,500,000) $12,469,000
=========== =========== =========== ===========
52 weeks ended February 26, 2006 $20,450,000 $(2,840,000) - $(2,927,000) $14,683,000
=========== =========== =========== ===========
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Other
-----
Balance at Balance at
Beginning of Charged to Accounts Written Translation End of
Description Period Cost and Expenses Off Adjustment Period
----------- ------ ----------------- ----------------- ----------- ----------
(A)
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
53 weeks ended March 2, 2008 $1,144,000 $(166,000) $(190,000) $(38,000) $ 750,000
========== ========= ========= ======== ==========
52 weeks ended February 25, 2007 $1,930,000 $(623,000) $(140,000) $(23,000) $1,144,000
========== ========= ========= ======== ==========
52 weeks ended February 26, 2006 $1,984,000 $ (1,000) $( 26,000) $(26,000) $1,930,000
========== ========= ========= ======== ==========
(A) Uncollectible accounts, net of recoveries.
74
EXHIBIT INDEX
Exhibit
Numbers Description Page
------- ----------- ----
3.1 Restated Certificate of Incorporation, dated March 28,
1989, filed with the Secretary of State of the State of New
York on April 10, 1989, as amended by Certificate of
Amendment of the Certificate of Incorporation, increasing
the number of authorized shares of Common stock from
15,000,000 to 30,000,000 shares, dated July 12, 1995, filed
with the Secretary of State of the State of New York on
July 17, 1995, and by Certificate of Amendment of the
Certificate of Incorporation, amending certain provisions
relating to the rights, preferences and limitations of the
shares of a series of Preferred Stock, date August 7, 1995,
filed with the Secretary of State of the State of New York
on August 16, 1995 (Reference is made to Exhibit 3.01 of
the Company's Annual Report on Form 10-K for the fiscal
year ended March 3, 2002, Commission File No. 1-4415, which
is incorporated herein by reference.)...................... -
3.2 Certificate of Amendment of the Certificate of
Incorporation, increasing the number of authorized shares
of Common Stock from 30,000,000 to 60,000,000 shares, dated
October 10, 2000, filed with the Secretary of State of the
State of New York on October 11, 2000 (Reference is made to
Exhibit 3.02 of the Company's Annual Report on Form 10-K
for the fiscal year ended March 2, 2003, Commission File
No. 1-4415, which is incorporated herein by
reference.)................................................ -
3.3 Certificate of Amendment of the Certificate of
Incorporation, canceling Series A Preferred Stock of the
Company and authorizing a new Series B Junior Participating
Preferred Stock of the Company, dated July 21, 2005, filed
with the Secretary of the State of New York on July 21,
2005 (Reference is made to Exhibit 3.1 of the Company's
Current Report on Form 8-K filed on July 21, 2005,
Commission File No. 1-4415, which is incorporated herein by
reference)................................................. -
3.4 By-Laws, as amended November 15, 2007 (Reference is made to
Exhibit 3 of the Company's Current Report on Form 8-K filed
on November 21, 2007, Commission File No. 1-4415, which is
incorporated herein by reference.)......................... -
4.1 Rights Agreement, dated as of July 20, 2005, between the
Company and Registrar and Transfer Company, as Rights
Agent, relating to the Company's Preferred Stock Purchase
Rights. (Reference is made to Exhibit 1 to Form 8-A filed
on July 21, 2005, Commission File No. 1-4415, which is
incorporated herein by reference.)......................... -
10.1 Lease dated December 12, 1989 between Nelco Products, Inc.
and James Emmi regarding real property located at 1100 East
Kimberly Avenue, Anaheim, California and letter dated
December 29, 1994 from Nelco Products, Inc. to James Emmi
exercising its option to extend such Lease (Reference is
made to Exhibit 10.01 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 3, 2002,
Commission File No. 1-4415, which is incorporated herein by
reference.)................................................ -
75
Exhibit
Numbers Description Page
------- ----------- ----
10.2 Lease dated December 12, 1989 between Nelco Products, Inc.
and James Emmi regarding real property located at 1107 East
Kimberly Avenue, Anaheim, California and letter dated
December 29, 1994 from Nelco Products, Inc. to James Emmi
exercising its option to extend such Lease (Reference is
made to Exhibit 10.02 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 3, 2002,
Commission File No. 1-4415, which is incorporated herein by
reference.)................................................ -
10.3 Lease Agreement dated August 16, 1983 and Exhibit C, First
Addendum to Lease, between Nelco Products, Inc. and
TCLW/Fullerton regarding real property located at 1411 E.
Orangethorpe Avenue, Fullerton, California (Reference is
made to Exhibit 10.03 of the Company's Annual Report on
Form 10-K for the fiscal year ended March 3, 2002,
Commission File No. 1-4415, which is incorporated herein by
reference.)................................................ -
10.3(a) Second Addendum to Lease dated January 26, 1987 to Lease
Agreement dated August 16, 1983 (see Exhibit 10.03 hereto)
between Nelco Products, Inc. and TCLW/Fullerton regarding
real property located at 1421 E. Orangethorpe Avenue,
Fullerton, California (Reference is made to Exhibit
10.03(a) of the Company's Annual Report on Form 10-K for
the fiscal year ended March 3, 2002, Commission File No.
1-4415, which is incorporated herein by reference.)........ -
10.3(b) Third Addendum to Lease dated January 7, 1991 and Fourth
Addendum to Lease dated January 7, 1991 to Lease Agreement
dated August 16, 1983 (see Exhibit 10.03 hereto) between
Nelco Products, Inc. and TCLW/Fullerton regarding real
property located at 1411, 1421 and 1431 E. Orangethorpe
Avenue, Fullerton, California. (Reference is made to
Exhibit 10.03(b) of the Company's Annual Report on Form
10-K for the fiscal year ended March 2, 1997, Commission
File No. 1-4415, which is incorporated herein by
reference.)................................................ -
10.3(c) Fifth Addendum to Lease dated July 5, 1995 to Lease dated
August 16, 1983 (see Exhibit 10.03 hereto) between Nelco
Products, Inc. and TCLW/Fullerton regarding real property
located at 1411 E. Orangethorpe Avenue, Fullerton,
California (Reference is made to Exhibit 10.03(c) of the
Company's Annual Report on Form 10-K for the fiscal year
ended March 3, 2002, Commission File No. 1-4415, which is
incorporated herein by reference.)......................... -
10.4 Lease Agreement dated May 26, 1982 between Nelco Products
Pte. Ltd. (lease was originally entered into by Kiln
Technique (Private) Limited, which subsequently assigned
this lease to Nelco Products Pte. Ltd.) and the Jurong Town
Corporation regarding real property located at 4 Gul
Crescent, Jurong, Singapore (Reference is made to Exhibit
10.04 of the Company's Annual Report on Form 10-K for the
fiscal year ended March 3, 2002, Commission File No.
1-4415, which is incorporated herein by reference.)........ -
76
Exhibit
Numbers Description Page
------- ----------- ----
10.4(a) Deed of Assignment, dated April 17, 1986 between Nelco
Products Pte. Ltd., Kiln Technique (Private) Limited and
Paul Ma, Richard Law, and Michael Ng, all of Peat Marwick &
Co., of the Lease Agreement dated May 26, 1982 (see Exhibit
10.04 hereto) between Kiln Technique (Private) Limited and
the Jurong Town Corporation regarding real property located
at 4 Gul Crescent, Jurong, Singapore (Reference is made to
Exhibit 10.04(a) of the Company's Annual Report on Form
10-K for the fiscal year ended March 3, 2002, Commission
File No. 1-4415, which is incorporated herein by
reference.)................................................ -
10.5 1992 Stock Option Plan of the Company, as amended by First
Amendment thereto. (Reference is made to Exhibit 10.06(b)
of the Company's Annual Report on Form 10-K for the fiscal
year ended March 1, 1998, Commission File No. 1-4415, which
is incorporated herein by reference. This exhibit is a
management contractor compensatory plan or arrangement.)... -
10.6 Lease dated April 15, 1988 between FiberCote Industries,
Inc. (lease was initially entered into by USP Composites,
Inc., which subsequently changed its name to FiberCote
Industries, Inc.) and Geoffrey Etherington, II regarding
real property located at 172 East Aurora Street, Waterbury,
Connecticut (Reference is made to Exhibit 10.07 of the
Company's Annual Report on Form 10-K for the fiscal year
ended March 3, 2002, Commission File No. 1-4415, which is
incorporated herein by reference.)......................... -
10.6(a) Amendment to Lease dated December 21, 1992 to Lease dated
April 15, 1988 (see Exhibit 10.06 hereto) between FiberCote
Industries, Inc. and Geoffrey Etherington II regarding real
property located at 172 East Aurora Street, Waterbury,
Connecticut (Reference is made to Exhibit 10.07(a) of the
Company's Annual Report on Form 10-K for the fiscal year
ended March 3, 2002, Commission File No. 1-4415, which is
incorporated herein by reference.)......................... -
10.6(b) Letter dated June 30, 1997 from FiberCote Industries, Inc.
to Geoffrey Etherington II extending the Lease dated April
15, 1988 (see Exhibit 10.06 hereto) between FiberCote
Industries, Inc. and Geoffrey Etherington II regarding real
property located at 172 East Aurora Street, Waterbury
Connecticut. (Reference is made to Exhibit 10.08(b) of the
Company's Annual Report on Form 10-K for the fiscal year
ended March 1, 1998, Commission File No. 1-4415, which is
incorporated herein by reference.)......................... -
10.7 Lease dated December 12, 1990 between Neltec, Inc. and NZ
Properties, Inc. regarding real property located at 1420 W.
12th Place, Tempe, Arizona. (Reference is made to Exhibit
10.13 of the Company's Annual Report on Form 10-K for the
fiscal year ended March 2, 1997, Commission File No.
1-4415, which is incorporated herein by reference.)........ -
77
Exhibit
Numbers Description Page
------- ----------- ----
10.7(a) Letter dated January 8, 1996 from Neltec, Inc. to NZ
Properties, Inc. exercising its option to extend the Lease
dated December 12, 1990 (see Exhibit 10.7 hereto) between
Neltec, Inc. and NZ Properties, Inc. regarding real
property located at 1420 W. 12th Place, Tempe, Arizona.
(Reference is made to Exhibit 10.13(a) of the Company's
Annual Report on Form 10-K for the fiscal year ended March
2, 1997, Commission File No. 1-4415, which is incorporated
herein by reference.)...................................... -
10.7(b) Letter dated January 25, 2001 from Neltec, Inc. to NZ
Properties, Inc. exercising its option to extend the Lease
dated December 12, 1990 (see Exhibit 10.7 hereto) between
Neltec, Inc. and NZ Properties, Inc. regarding real estate
property located at 1420 W. 12th Place, Tempe, Arizona
(Reference is made to Exhibit 10.7(b) of the Company's
Annual Report on Form l0-K for the fiscal year ended
February 26, 2006, Commission File No. 1-4415, which is
incorporated herein by reference.)......................... -
10.7(c) Letter dated February 14, 2006 from Neltec, Inc. to REB
Ltd. Properties, Inc. exercising its option to extend the
Lease dated December 12, 1990 (see Exhibit 10.7 hereto)
between Neltec, Inc. and NZ Properties, Inc. regarding real
property located at 1420 W. 12th Place, Tempe, Arizona
(Reference is made to Exhibit 10.7(c) of the Company's
Annual Report on Form 10-K for the fiscal year ended
February 26, 2006, Commission File No. 1-4415, which is
incorporated herein by reference.)......................... -
10.8 Lease Contract dated February 26, 1988 between the New York
State Department of Transportation and the Edgewater
Stewart Company regarding real property located at 15
Governor Drive in the Stewart International Airport
Industrial Park, New Windsor, New York (Reference is made
to Exhibit 10.13 of the Company's Annual Report on Form
10-K for the fiscal year ended March 3, 2002, Commission
File No. 1-4415, which is incorporated herein by
reference.)................................................ -
10.8(a) Assignment and Assumption of Lease dated February 16, 1995
between New England Laminates Co., Inc. and the Edgewater
Stewart Company regarding the assignment of the Lease
Contract (see Exhibit 10.8 hereto) for the real property
located at 15 Governor Drive in the Stewart International
Airport Industrial Park, New Windsor, New York (Reference
is made to Exhibit 10.13(a) of the Company's Annual Report
on Form 10-K for the fiscal year ended March 3, 2002,
Commission File No. 1-4415, which is incorporated herein by
reference.)................................................ -
10.8(b) Lease Amendment No. 1 dated February 17, 1995 between New
England Laminates Co., Inc. and the New York State
Department of Transportation to Lease Contract dated
February 26, 1988 (see Exhibit 10.8 hereto) regarding the
real property located at 15 Governor Drive in the Stewart
International
78
Exhibit
Numbers Description Page
------- ----------- ----
Airport Industrial Park, New Windsor, New York (Reference
is made to Exhibit 10.13(b) of the Company's Annual Report
on Form 10-K for the fiscal year ended March 3, 2002,
Commission File No. 1-4415, which is incorporated herein by
reference.)................................................ -
10.9 2002 Stock Option Plan of the Company (Reference is made to
Exhibit 10.01 of the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 1, 2002,
Commission File No. 1-4415, which is incorporated herein by
reference. This exhibit is a management contract or
compensatory plan or arrangement.)......................... -
10.10 Forms of Incentive Stock Option Contract for employees,
Non-Qualified Stock Option Contract for employees and Non-
Qualified Stock Option Contract for directors under the
2002 Stock Option Plan of the Company (Reference is made to
Exhibit 10.10 of the Company's Annual Report on Form 10-K
for the fiscal year ended February 27, 2005, Commission
File No. 1-4415, which is incorporated herein by
reference.)................................................ -
14.1 Code of Ethics for Chief Executive Officer and Senior
Financial Officers adopted on May 6, 2004 (Reference is
made to Exhibit 14.1 of the Company's Annual Report on Form
10-K for the fiscal year ended February 29, 2004,
Commission File No. 1-4415, which is incorporated herein by
reference.)................................................ -
21.1 Subsidiaries of the Company................................ 80
23.1 Consent of Independent Registered Public Accounting Firm
(Grant Thornton LLP)....................................... 81
31.1 Certification of principal executive officer pursuant to
Exchange Act Rule 13a-14(a) or 15d-14(a)................... 82
31.2 Certification of principal financial officer pursuant to
Exchange Act Rule 13a-14(a) or 15d-14(a)................... 84
32.1 Certification of principal executive officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.......................... 86
32.2 Certification of principal financial officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002............................. 87
79