Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
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 1, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to________
Commission file number 1-4415
Park Electrochemical Corp.
(Exact Name of Registrant as Specified in Its Charter)
New York 11-1734643
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5 Dakota Drive, Lake Success, New York 11042
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 354-4100
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $.10 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
5.5% Convertible Subordinated Notes New York Stock Exchange
due 2006
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
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. [ ]
[cover page 1 of 2 pages]
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant. The aggregate
market value shall be 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 a specified date within 60 days prior to the date
of filing.
As of Close
Title of Class Aggregate Market Value of Business On
Common Stock, $295,682,676* May 1, 1998
$.10 par value
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.
Shares As of Close
Title of Class Outstanding of Business On
Common Stock, 11,399,814 May 1, 1998
$.10 par value
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for Annual Meeting of Shareholders to be held July
15, 1998 incorporated by reference into Part III of this Report.
=====================================================================
*Included in such amount are 1,015,032 shares of common stock valued
at $25.9375 per share and held by Jerry Shore, the Registrant's
Chairman of the Board and a member of the Registrant's Board of
Directors.
[cover page 2 of 2 pages]
PART I
Item 1. Business.
General
Park Electrochemical Corp. ("Park"), through its subsidiaries
(unless the context otherwise requires, Park and its subsidiaries are
hereinafter called the "Company"), is primarily engaged in the design,
production and marketing of advanced electronic materials used to fabricate
complex multilayer printed circuit boards, semiconductor packages and other
electronic interconnection systems. The Company's electronic materials
business is operated by its "Nelco" group of companies. The Company is also
engaged in the design, production and marketing of specialty adhesive tapes
and films, advanced composite materials and microwave circuitry materials
for the electronics, aerospace and industrial markets and plumbing hardware.
Park was founded in 1954 by Jerry Shore, the Company's Chairman of the Board
and largest shareholder.
In October 1997, the Company acquired Dielektra GmbH, located in
Cologne, Germany. Dielektra manufactures advanced electronic materials,
including continuously produced copper-clad laminates and mass-laminated
multilayer panels, used to produce sophisticated multilayer printed circuit
boards. Dielektra, with total sales in the 1997 calendar year of approxi-
mately $50 million, became part of Park's Nelco group of companies. See
Note 14 of the Notes to Consolidated Financial Statements in Item 8 of this
Report.
The Company's business is divided into two industry segments: (1)
electronic materials and (2) engineered materials and plumbing hardware.
See Note 12 of the Notes to Consolidated Financial Statements in Item 8 of
this Report for information concerning the sales to unaffiliated customers,
operating profit, identifiable assets, depreciation and amortization, and
capital expenditures attributable to each of the Company's industry segments
during its last three fiscal years.
The sales, operating profit and identifiable assets of the Company's
operations by geographic area for the last three fiscal years are also set
forth in Note 12 of the Notes to Consolidated Financial Statements in Item
8 of this Report. The Company's foreign operations are conducted principal-
ly by the Company's subsidiaries in the United Kingdom, France, Germany and
Singapore. 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 this Report.
Electronic Materials Operations
The Company is a leading global designer and producer of advanced
electronic materials used to fabricate complex multilayer printed circuit
boards and other electronic interconnect systems, such as backplanes, PC
cards and semiconductor packaging systems. The Company's multilayer printed
circuit materials include copper-clad laminates, prepregs and semi-finished
multilayer printed circuit board panels. The Company has long-term
relationships with its major customers, which include leading independent
printed circuit board fabricators and major electronic equipment manufac-
turers. 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 micropro-
cessors and memory and logic devices) and passive components (such as
resistors and capacitors). Examples of end uses of the Company's printed
circuit materials range from supercomputers to laptops and from satellite
switching equipment to cellular telephones. 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 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. In 1962, the Company 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. In addition, the
Company's recently acquired subsidiary, Dielektra GmbH, owns a patented
process for continuously producing thin copper-clad laminates for printed
circuit board applications. The Company believes it is one of the
industry's technological leaders.
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 increasing global demand for electronic products
and technology, the increasing complexity of electronic products, the
increasingly advanced electronic materials required for interconnect
performance and manufacturability, 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 multilayer printed circuit materials and the market leader
in North America and Southeast Asia. It also believes that it is the only
significant independent manufacturer 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 estab-
lished in Europe in 1969 and Asia in 1986.
Industry Background
The electronic materials manufactured by the Company and its
competitors are used to construct and fabricate complex multilayer printed
circuit boards and other advanced electronic interconnect systems.
Multilayer printed circuit materials consist of prepregs and copper-clad
laminates, as well as semi-finished multilayer printed circuit board panels.
Prepregs are chemically and electrically engineered plastic 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 is .030 inch to .002 inch in thickness
or less in some cases. These resin systems are usually based upon an epoxy
chemistry. 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 .0030 inch to .0002 inch in thickness and
normally have a thickness of .0014 inch or .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 photoimages these laminates with a dry film or liquid photo-
resist. 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 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. 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.
The global market for advanced electronic products is growing as a
result of technological change and frequent new product introductions. This
growth is principally attributable to increased sales and more complex
electronic content of newer products, such as cellular phones, pagers,
personal computers and portable computing 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.
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 and new types of
semiconductor packaging systems such as ball-grid arrays and multi-chip
modules.
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. The growth of
the market for more advanced printed circuit materials has outpaced the
market growth for standard printed circuit materials in recent years.
Printed circuit board fabricators and electronic equipment manufacturers
require advanced printed circuit materials that have increasingly higher
temperature tolerances and more advanced electrical properties in order to
support high speed computing in a miniaturized and often portable environ-
ment.
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 .002 inch or less) and the circuit line and space
geometries in the circuitry plane are very narrow (.003 inch or less). In
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 dimension-
al characteristics and purity are consistently manufactured to very high
tolerance levels in order for the printed circuit board fabricator to attain
and sustain acceptable production 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.
Products and Services
The Company produces a broad line of advanced printed circuit
materials used to fabricate complex multilayer printed circuit boards and
other electronic interconnect systems, including backplanes, PC cards and
semiconductor packaging systems. The Company also manufactures semi-
finished multilayer printed circuit board panels for a select group of
customers. 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 product line has been developed internally and through
long-term development projects with its principal suppliers. 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. All of the Company's existing
electronic materials products have been introduced since 1990.
Most of the Company's research and development expenditures are
attributable to the efforts of its electronic materials operations. In
response to the rapid technological changes in the electronic materials
business, these expenditures on research and product development have
increased over the past several years.
The Company's products include high-temperature modified epoxies,
bismaleimide triazine epoxies ("BT epoxy"), non-MDA polyimides, enhanced
polyimides, high performance epoxy Thermount(R) materials ("Thermount" is a
registered trademark of E.I. duPont de Nemours & Co.), cyanate esters and
polytetrafluoroethylene ("PTFE") materials.
In addition to prepreg and copper-clad laminate printed circuit
materials products, the Company also manufactures semi-finished multilayer
printed circuit board panels as a value-added service for certain of its
customers. Production of the Company's semi-finished multilayer product
involves several additional manufacturing steps beginning with the
photoimaging and etching of the copper-clad laminate product into the
circuitry patterns specified by the customer. These etched laminates form
the inner layers of the multilayer circuit board. The etched inner layers
are then laminated into a multilayer assembly with insulating dielectric
prepreg inserted between the multiple etched inner layers and outer layer
copper planes. The outer planes of copper foil are left in unprocessed
"blank" form and the product is delivered to the customer at this stage in
the process. The fabricator customer then drills and plates the through
holes or vias and finishes the outer layers of circuitry patterns to
complete the product.
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 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 relationship with its
customers is reflected in its relatively short lead times. The Company has
designed its manufacturing processes and service organizations to provide
the customer with its printed circuit materials products on a just-in-time
basis.
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 full 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.
Customers and End Markets
The Company's customers for its advanced electronic materials
include the leading independent printed circuit board fabricators and major
electronic equipment manufacturers in the computer, 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 manufactur-
ers which are industry leaders committed to maintaining and improving their
industry leadership positions and to building long-term relationships with
their suppliers. 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. The Company's
strategy emphasizes the use of multiple facilities established in market
areas in close proximity to its customers.
During the Company's 1998 fiscal year, more than 10% of the
Company's sales were to Delco Electronics Corporation, a subsidiary of
General Motors Corp. Delco Electronics has purchased a significant amount
of product from the Company for more than three years. However, in March
1998 the Company was informed by Delco that Delco planned to close its
printed circuit board fabrication plant and exit the printed circuit board
manufacturing business. After the plant closure, Delco will purchase all of
its printed circuit boards from outside suppliers and Delco will no longer
be a customer of Park's. During the 1998, 1997 and 1996 fiscal years, sales
to Delco Electronics represented 15.8%, 17.3% and 17.1%, respectively, of
the Company's total worldwide sales. The Company plans to aggressively
market its unique high technology semi-finished multilayer circuit board
material manufacturing capability to leading printed circuit board
fabricators, contract assemblers and electronic original equipment
manufacturers in North America. The Company has not previously been able to
aggressively market this capability as its semi-finished multilayer capacity
has been largely committed to supplying Delco Electronics. Although the
Company's electronic materials segment is not dependent on this single
customer, the loss of this customer may have a material adverse effect on
the business of this segment in the fiscal year ending February 28, 1999 and
in subsequent fiscal years. Although no other single customer accounted for
10% or more of total sales of the Company for the 1998 fiscal year and the
electronic materials segment is not dependent on any other single customer,
the loss of a major customer or of a group of this segment's customers could
have a material adverse effect on the business of this segment.
The Company's electronic materials segment's products are marketed
by sales personnel 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.
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
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. In addition, the Company manufactur-
es very thin copper-clad laminates utilizing Dielektra's unique, patented
continuous lamination technology.
The Company manufactures multilayer printed circuit materials at
nine fully integrated facilities located in the United States, Europe and
Southeast Asia. The Company opened its California facility in 1965, its
United Kingdom facility in 1969, its first Arizona and France facilities in
1984, its Singapore facility in 1986 and its second Arizona and France
facilities in 1992, and in October 1997, the Company acquired Dielektra GmbH
with a fully integrated facility in Cologne, Germany. The Company services
the North American market principally through its United States manufactur-
ing facilities, the European market principally through its manufacturing
facilities in the United Kingdom, France and Germany, and the Asian market
principally through its Singapore manufacturing facility. The Company has
located its manufacturing facilities in its important markets. By
maintaining full technical and engineering staffs at each of its manufactur-
ing facilities, the Company is able to deliver fully-integrated products and
services on a timely basis.
During the 1996 fiscal year, the Company expanded its New York State
operations to increase its production capacity for advanced printed circuit
materials principally for the North American market and expanded its Tempe,
Arizona operations to provide enhanced capability and capacity to produce
high density, semi-finished multilayer panels and interconnect systems. It
commenced commercial operations at these expanded facilities during the
early part of its 1997 fiscal year. The Company added to the manufacturing
capacity of its facilities in Arizona and Singapore during the latter part
of its 1997 fiscal year and further expanded the manufacturing capacity of
its facilities in California and Singapore during its 1998 fiscal year. The
Company is planning further expansions of its electronic materials
operations during the 1999 fiscal year in the United States, Europe and
Asia.
All of the Company's multilayer printed circuit materials manufac-
turing facilities are used for manufacturing, engineering and product
development. All of the Company's Nelco and Dielektra printed circuit
materials manufacturing facilities are ISO 9002 certified.
Materials and Sources of Supply
The principal materials used in the manufacture of the Company's
electronic products are specially manufactured copper foil, fiberglass 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 material from one of the Company's principal
suppliers or an inability to obtain essential 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 price increases through to its customers.
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 the electronic materials market, technological innovation,
quality and service, as well as price, are significant competitive factors.
The Company believes that there are approximately ten significant
multilayer printed circuit materials manufacturers in the world and many of
these competitors have or are developing significant presences in the three
major global markets of North America, Europe and Asia. The Company
believes that the multilayer printed circuit materials industry is rapidly
becoming more global and that the remaining smaller regional manufacturers
will find it increasingly difficult to remain competitive. The Company
believes that it is currently one of the world's largest multilayer printed
circuit materials manufacturers. The Company further believes it is the
only significant independent manufacturer of multilayer printed circuit
materials in the world today.
The markets in which the Company's electronic 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.
Engineered Materials and Plumbing Hardware
The Company's engineered materials and plumbing hardware segment is
comprised of its specialty adhesive tape and film, advanced composite
materials and plumbing hardware businesses. Dielectric Polymers, Inc., the
Company's specialty adhesive tape and film business, produces tapes and
bonding films for a variety of applications including joining industrial
components together. FiberCote Industries, Inc., the Company's composites
business, designs and produces engineered advanced composite materials for
the electronics, aerospace and industrial markets. Zin-Plas Corporation
markets plumbing hardware products, which it designs and manufactures
typically from chrome and brass plated zinc and plastic, and markets brass
cast and plastic plumbing hardware products and components.
Marketing and Customers
The Company's engineered materials and plumbing hardware customers,
substantially all of which are located in the United States, include
manufacturers in the electronics, aerospace and industrial industries and
original equipment manufacturers, hardware and plumbing wholesalers and home
improvement centers. All of such products are marketed by sales personnel
including both salaried employees and independent sales representatives who
work on a commission basis.
While no single engineered materials and plumbing hardware customer
accounted for 10% or more of the Company's total sales during the last
fiscal year, the loss of a major customer or of a group of some of the
largest customers of the engineered materials and plumbing hardware segment
could have a material adverse effect upon this segment.
Manufacturing and Sources of Supply
The Company's advanced composite materials manufacturing facility is
located in Waterbury, Connecticut. Holyoke, Massachusetts is the site of
the Company's specialty adhesive tape and film business. Zinc and plastic
plumbing hardware products are manufactured and assembled at the Company's
facilities in Grand Rapids and Comstock Park, Michigan.
The Company designs and manufactures its advanced composite
materials and industrial tapes and films to its own specifications and to
the specifications of its customers. Product development efforts are
devoted toward the conforming of the Company's advanced composites to the
specifications of, and the obtaining of approvals from, the Company's
customers. The materials used in the manufacture of these engineered
materials include chemicals, films, resins, fiberglass, plastics, and other
fabricated materials and adhesives. The Company purchases these materials
from several suppliers. Although satisfactory substitutes for many of these
materials are not readily available, the Company has experienced no
difficulties in obtaining such materials.
The Company designs and manufactures its plumbing hardware to its
own specifications and to the specifications of original equipment
manufacturers, using combinations of materials and product designs that are
developed by its personnel. The Company's product development efforts
relating to its plumbing hardware business operations are directed toward
the development of new decorative plumbing hardware product designs and new
materials to be used in the manufacture of plumbing products. This requires
market research, industrial design, engineering and testing for ease of
installation and durability. The Company usually combines chrome-plated
zinc and plastic moldings for its products.
The principal materials used in the manufacture of the Company's
plumbing hardware products consist of zinc castings, plastics, plating
materials, and other component parts. The Company purchases these materials
from several suppliers. Although satisfactory substitutes for these
materials are not readily available, the Company has experienced no
difficulties in obtaining such materials.
Competition
The Company has many competitors in the engineered materials and
plumbing hardware segment, including some major corporations which have
substantially greater financial resources than the Company. The Company
competes for business on the basis of product performance and development,
product qualification and approval, the ability to manufacture and deliver
products in accordance with customers' needs and requirements, and price.
The Company's plumbing hardware business can be affected by fluctuations in
the housing industry.
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 1, 1998,
the unfilled portion of all purchase orders believed to be firm was
approximately $18,918,000, compared to $21,524,000 at May 2, 1997. Backlog
of the Company's two industry segments at May 1, 1998, compared to May 2,
1997, was as follows:
May 1, 1998 May 2, 1997
Electronic Materials $10,436,000 $13,784,000
Engineered Materials and
Plumbing Hardware 8,482,000 7,740,000
Total $18,918,000 $21,524,000
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 1, 1998.
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 1, 1998, the Company had approximately 2,600 employees. Of
these employees, 2,360 were engaged in the Company's electronic materials
operations, 220 in its engineered materials and plumbing hardware operations
and 20 consisted of executive personnel and general administrative staff.
Approximately 2% of the Company's employees, all of whom are engaged in the
plumbing hardware operations, are subject to a collective bargaining
agreement. Management considers its labor relations to be satisfactory.
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
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 environ-
mental 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 three
other sites and has received requests from the EPA under the Superfund Act
for information with respect to its involvement at two 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 comprehen-
sive 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 this
Report and Note 11 of the Notes to Consolidated Financial Statements
included in Item 8 of this Report.
Item 2. Properties.
The following chart indicates the significant properties owned and
leased by the Company, the industry segment which uses the properties, and
the location and size of each such property. All of such properties, except
for the Lake Success, New York property, are used principally as manufactur-
ing, warehouse and assembly facilities.
Size
Owned or (Square
Location Leased Use Footage)
Lake Success, NY Leased Executive Offices 7,000
Walden, NY Owned Electronic Materials 51,000
Newburgh, NY Leased Electronic Materials 57,000
Fullerton, CA Leased Electronic Materials 95,000
Anaheim, CA Leased Electronic Materials 26,000
Tempe, AZ Leased Electronic Materials 86,000
Tempe, AZ Leased Electronic Materials 38,000
Tempe, AZ Leased Electronic Materials 15,000
Mirebeau, France Owned Electronic Materials 81,000
Lannemezan, France Owned Electronic Materials 29,000
Cologne, Germany Owned Electronic Materials 193,000
Sindelfingen, Germany Leased Electronic Materials 14,000
Skelmersdale, England Owned Electronic Materials 54,000
Singapore Leased Electronic Materials 48,000
Singapore Leased Electronic Materials 10,000
Grand Rapids, MI Owned Plumbing Hardware 165,000
Comstock Park, MI Leased Plumbing Hardware 39,000
Holyoke, MA Leased Engineered Materials- 34,000
Specialty Adhesive
Tapes and Films
Waterbury, CT Leased Engineered Materials- 100,000
Advanced Composites
The Company believes its facilities and equipment to be in good
condition and reasonably suited and adequate for its current needs.
Item 3. Legal Proceedings.
In May 1998, the Company and its subsidiary, Nelco Technology, Inc.,
filed a complaint against Delco Electronics Corporation and Delphi
Automotive Systems, Inc. in the United States District Court for the
District of Arizona. The complaint alleges, among other things, that Delco
breached its contract to purchase semi-finished multilayer printed circuit
boards from Nelco and that Delphi interfered with Nelco's contract with
Delco and seeks compensatory and punitive damages of not less than $170
million.
Park announced in March 1998 that it had been informed by Delco
Electronics that Delco planned to close its printed circuit board fabrica-
tion plant and exit the printed circuit board manufacturing business. After
the plant closure, Delco will purchase all of its printed circuit boards
from outside suppliers and Delco will no longer be a customer of Park's.
The Company had been Delco's principal supplier of semi-finished multilayer
printed circuit board materials for more than ten years. These materials
were used by Delco to produce finished multilayer printed circuit boards.
Sales to Delco Electronics represented 15.8%, 17.3% and 17.1% of the
Company's total worldwide sales for the 1998, 1997 and 1996 fiscal years,
respectively. See "Business-Electronic Materials Operations-Customers and
End Markets" in Item 1 of this Report, "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Item 7 of this Report,
"Factors That May Affect Future Results" after Item 7 of this Report and
Note 13 of the Notes to Consolidated Financial Statements in Item 8 of this
Report.
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 46
and a Director
E. Phillip Smoot Executive Vice President and a 60
Director
Brian Shore has served as a Director of the Company for more than the
past five years. Brian Shore was elected a Vice President of the Company in
January 1993, Executive Vice President in May 1994, President effective
March 4, 1996, the first day of the Company's 1997 fiscal year, and Chief
Executive Officer in November 1996. Brian Shore also served as General
Counsel of the Company from April 1988 until April 1994.
Mr. Smoot has served the Company in the capacities stated above for more
than the past five years.
There are no family relationships between the directors or executive
officers of the Company, except that Brian Shore is the son of Jerry Shore,
who is the Chairman of the Board and a Director of the Company and who also
served as President of the Company for more than five years until March 4,
1996 and as Chief Executive Officer of the Company for more than five years
until November 19, 1996.
The term of office of each executive officer of the Company expires upon
the election and qualification of his successor.
PART II
Item 5. Market for the Registrant's Common
Stock and Related Stockholder Matters.
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 1, 1998 High Low Declared
First Quarter $25 3/4 $21 1/4 $.08
Second Quarter 31 3/4 24 7/8 $.08
Third Quarter 31 3/4 25 1/8 $.08
Fourth Quarter 32 1/2 26 $.08
For the Fiscal Year Stock Price Dividends
Ended March 2, 1997 High Low Declared
First Quarter $33 3/8 $21 3/4 $.08
Second Quarter 24 5/8 16 3/4 $.08
Third Quarter 24 17 1/2 $.08
Fourth Quarter 26 1/2 20 7/8 $.08
As of May 1, 1998, there were 2,318 holders of record of Common
Stock.
The Company expects, for the immediate future, to continue to pay
regular cash dividends.
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 1, 1998 and is as
of the end of such periods, it is derived from the consolidated financial
statements for such periods and as of such dates audited by Ernst & Young
LLP, independent Certified Public Accountants. The consolidated financial
statements as of March 1, 1998 and March 2, 1997 and for the three years
ended March 1, 1998, together with the auditors' reports for the three years
ended March 1, 1998, appear elsewhere in this Report.
Fiscal Year Ended
Mar. 1, Mar. 2, Mar. 3, Feb. 26, Feb. 27,
1998 1997 1996 1995 1994
(In thousands, except per share amounts)
STATEMENT OF EARNINGS INFORMATION:
Net sales $376,158 $334,490 $312,966 $253,022 $208,410
Cost of sales 301,968 275,372 242,655 196,917 168,175
Gross profit 74,190 59,118 70,311 56,105 40,235
Selling, general and administrative
expenses 39,418 34,366 35,236 29,995 25,930
Profit from operations 34,772 24,752 35,075 26,110 14,305
Other income (expense):
Interest and other income, net 8,382 7,653 2,285 1,822 947
Interest expense (5,468) (5,508) (96) (431) (2,407)
Total other income 2,914 2,145 2,189 1,391 (1,460)
Earnings before income taxes 37,686 26,897 37,264 27,501 12,845
Income tax provision 12,436 8,338 12,366 10,156 4,783
Net earnings $ 25,250 $ 18,559 $ 24,898 $ 17,345 $ 8,062
Earnings per share:
Basic $ 2.22 $ 1.64 $ 2.17 $ 1.60 $ 1.01
Diluted $ 2.07 $ 1.58 $ 2.11 $ 1.51 $ .85
Weighted average number of common
shares outstanding:
Basic 11,353 11,349 11,500 10,858 7,986
Diluted 13,948 13,932 11,843 11,630 11,342
Cash dividends per common share $ .32 $ .32 $ .28 $ .20 $ .16
BALANCE SHEET INFORMATION:
Working capital $176,553 $165,004 $160,965 $ 55,035 $ 45,867
Total assets 359,329 307,862 298,975 162,051 140,750
Long-term debt 100,000 100,000 100,000 23 32,861
Stockholders' equity 166,404 143,355 134,427 112,048 61,454
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Park is a leading global designer and producer of advanced
electronic materials used to fabricate complex multilayer printed circuit
boards, semiconductor packages and other electronic interconnection systems.
In October 1997, the Company acquired Dielektra GmbH, a manufacturer of
advanced electronic materials, including continuously produced copper-clad
laminates and mass-laminated multilayer panels, located in Cologne, Germany.
The Company's customers for its advanced printed circuit materials include
leading independent circuit board fabricators and large electronic equipment
manufacturers in the computer, telecommunications, transportation, aerospace
and instrumentation industries. The Company's electronic materials
operations accounted for approximately 89% of the Company's total net sales
worldwide in the 1998 fiscal year and approximately 87% of net sales
worldwide in each of the preceding two fiscal years. The Company's foreign
electronic materials operations accounted for approximately 31% of the
Company's total net sales worldwide in the 1998 fiscal year and approximate-
ly 29% of net sales worldwide in each of the preceding two fiscal years.
Park is also engaged in the engineered materials business, which
consists of the Company's specialty adhesive tape business and advanced
composite business, both of which operate as independent business units. In
addition, Park operates a plumbing hardware business. The Company's
engineered material and plumbing hardware businesses accounted for
approximately 11% of the Company's total net sales worldwide in the 1998
fiscal year and approximately 13% of net sales worldwide in each of the
preceding two fiscal years.
The Company's sales growth during the last three fiscal years has
been led by strong growth in sales by its North American and Asian
electronic materials operations. During the 1998 fiscal year, the sales of
Dielektra contributed to this growth; and during the 1997 and 1996 fiscal
years, increased sales by the Company's European operations also contributed
to this growth. The Company's ongoing efforts to expand its higher
technology, higher margin product lines have been significant factors in the
growth of the Company's sales of electronic materials during this period.
The Company introduced several new electronic materials products during the
past three fiscal years.
Sales volume of the Company's electronic materials segment has
increased during each of the last three fiscal years. However, growth of
the Company's electronic materials business was constrained during these
fiscal years by the Company's available manufacturing capacity. The Company
has significantly expanded the manufacturing capacity of its New York,
California, Arizona and Singapore facilities during the last three fiscal
years and is planning additional expansions of its electronic materials
operations in California, New York, Arizona, Europe and Singapore during the
1999 fiscal year.
During the Company's 1998 fiscal year and for several years prior
thereto, more than 10% of the Company's total sales were to Delco Electron-
ics Corporation, a subsidiary of General Motors Corp. Sales to Delco
Electronics represented 15.8%, 17.3% and 17.1% of the Company's total sales
worldwide for the 1998, 1997 and 1996 fiscal years, respectively.
In March of 1998 the Company was informed by Delco that Delco
planned to close its printed circuit board fabrication plant and completely
exit the printed circuit board manufacturing business. After the plant
closure, which is expected to occur during the first half of the Company's
1999 fiscal year, Delco will no longer be a customer of the Company. In May
1998, the Company and its subsidiary, Nelco Technology, Inc., filed a
complaint against Delco Electronics Corporation and Delphi Automotive
Systems, Inc. (also a subsidiary of General Motors Corp.) in the United
States District Court for the District of Arizona. The complaint alleges,
among other things, that Delco breached its contract to purchase semi-
finished multilayer printed circuit boards from Nelco and that Delphi
interfered with Nelco's contract with Delco and seeks compensatory and
punitive damages of not less than $170 million.
The Company plans to aggressively market its high technology semi-
finished multilayer circuit board material manufacturing capability to
leading printed circuit board fabricators, contract assemblers and
electronic original equipment manufacturers in North America. The Company
has not previously been able to aggressively market this capability as it
has been largely committed to supplying Delco Electronics. Although the
Company's electronic materials segment is not dependent on this single
customer, the loss of this customer may have a material adverse effect on
the business of this segment in the fiscal year ending February 28, 1999 and
in subsequent fiscal years.
Fiscal Year 1998 Compared with Fiscal Year 1997:
The Company's electronic materials business was largely responsible
for the improvement in the Company's results of operations for the fiscal
year ended March 1, 1998. The North American and Asian markets for
sophisticated printed circuit materials were strong during the 1998 fiscal
year, and the Company's electronic materials operations located in these
regions performed well as a result. The market in Europe for sophisticated
printed circuit materials was not as strong as in North America or Asia,
although the Company's European operations benefited from the acquisition of
Dielektra, resulting in higher sales and improved profitability.
During most of the 1998 fiscal year, the Company's electronic
materials business experienced improved efficiencies resulting from the
operation of its facilities at levels close to their designed manufacturing
capacity, which favorably impacted the Company's margins.
Operating results of the Company's engineered materials businesses
and plumbing hardware business improved during the 1998 fiscal year.
Results of Operations
Sales for the fiscal year ended March 1, 1998 increased 12% to
$376.2 million from $334.5 million for the fiscal year ended March 2, 1997.
Sales of the electronic materials business for the 1998 fiscal year were
$335.2 million, or 89% of total sales worldwide, compared with $291.1
million, or 87% of total sales worldwide, for the 1997 fiscal year. This
15% increase in sales of electronic materials was principally the result of
higher volume of electronic materials shipped, an increase in sales of
higher technology products and the inclusion of Dielektra in the Company's
sales since the date of acquisition. Sales of the engineered materials
businesses continued to grow during the 1998 fiscal year as the result of
increased volume of materials shipped and the addition of new products. The
sales increase by the engineered materials business was overshadowed by the
reduced sales of the plumbing hardware business, which resulted in an
overall decline of 6% in the engineered materials and plumbing hardware
segment to $40.9 million in the 1998 fiscal year from $43.3 million in the
1997 fiscal year.
The Company's foreign operations accounted for $116.6 million of
sales, or 31% of the Company's total sales worldwide, during the 1998 fiscal
year compared with $99.5 million of sales, or 30% of total sales worldwide,
during the 1997 fiscal year. Sales by the Company's foreign operations
during the 1998 fiscal year increased 17% from the 1997 fiscal year. The
increase in sales by the Company's foreign operations in the 1998 fiscal
year was principally due to the inclusion of Dielektra in the Company's
sales and an increase in sales by the Company's Asian electronic materials
operations. An expansion of the Company's Singapore manufacturing facility
was completed at the end of the Company's 1997 fiscal year, and the Company
further expanded the manufacturing capacity of its facility in Singapore
during the 1998 fiscal year.
The gross margin for the Company's worldwide operations was 19.7%
during the 1998 fiscal year compared with 17.7% for the 1997 fiscal year.
The improvement in the gross margin was attributable to the increase in
sales volume over the prior fiscal year, the continuing growth in sales of
higher technology, higher margin products and efficiencies resulting from
operating the Company's facilities at levels close to their designed
capacity. This improvement was partially offset by a $1.4 million pre-tax
charge included in the cost of sales in the fourth quarter of the 1998
fiscal year to write down certain fixed assets that will no longer be
utilized in the Company's plumbing hardware business and in the Company's
semi-finished multilayer printed circuit board business.
Selling, general and administrative expenses, measured as a
percentage of sales, were 10.5% during the 1998 fiscal year compared with
10.3% during the 1997 fiscal year. This increase was a function of
increased general and administrative expenses, resulting, in part, from
higher employee bonus and profit sharing expenses due to higher operating
profits.
For the reasons set forth above, profit from operations for the 1998
fiscal year increased 40% to $34.8 million from $24.8 million for the 1997
fiscal year.
Interest and other income, principally investment income, increased
9% to $8.4 million for the 1998 fiscal year from $7.7 million for the 1997
fiscal year. The increase in investment income was attributable to the
increase in cash available for investment and an increase in the prevailing
interest rates during the current year. The Company's investments were
primarily short-term taxable instruments and government securities.
Interest expense for the 1998 fiscal year was $5.5 million compared with the
same amount during the 1997 fiscal year.
The Company's effective income tax rate for the 1998 fiscal year was
33.0% compared with 31.0% for the 1997 fiscal year. This increase in the
effective tax rate was primarily the result of less favorable foreign tax
rate differentials and a change in the domestic sales mix into states with
higher tax rates.
Net earnings for the 1998 fiscal year increased 36% to $25.3 million
from $18.6 million for the 1997 fiscal year. Basic and diluted earnings per
share increased to $2.22 and $2.07, respectively, for the 1998 fiscal year
from $1.64 and $1.58, respectively, for the 1997 fiscal year. This increase
in net earnings and earnings per share was primarily attributable to the
increase in the profit from operations offset, in part, by the higher
effective tax rate.
Fiscal Year 1997 Compared with Fiscal Year 1996:
The Company's electronic materials business was responsible for the
decline in the Company's results of operations for the fiscal year ended
March 2, 1997. The North American, European and Asian markets for sophisti-
cated printed circuit materials experienced weakness during the first half
of the 1997 fiscal year which continued into the third quarter in the North
American and European markets. The Company believes this weakness was
principally attributable to an industry-wide inventory correction that began
in the first quarter.
During the 1997 fiscal year, the Company's electronic materials
business experienced inefficiencies caused by operating its facilities at
levels significantly lower than their designed manufacturing capacity in the
first three quarters and faced price pressure from its customers resulting
in an inability to pass along raw material cost increases which it received
earlier in the 1997 fiscal year. These factors adversely affected the
Company's margins. The Company's performance during the 1997 fiscal year
was also adversely affected by significant disruptions of the Company's
business with its largest customer, Delco Electronics Corporation, caused by
the Canadian Auto Workers' and United Auto Workers' strikes against General
Motors in the first and third quarters of the fiscal year. The improvement
in the Company's margins in the second quarter over the first quarter was
achieved from internal operating adjustments in response to the industry
downturn that occurred in the first quarter and the return of Delco
Electronics to more normal business levels after the aforementioned strikes.
The improvement in the Company's margins in the fourth quarter over the
third quarter resulted from the return of Delco Electronics to more normal
business levels after the aforementioned strikes and the strengthening of
the market for the Company's products in the fourth quarter.
Operating results of the Company's engineered materials and plumbing
hardware business improved considerably during the 1997 fiscal year and
accounted for approximately 11% of the Company's total operating profit.
Results of Operations
Sales for the fiscal year ended March 2, 1997 increased 7% to $334.5
million from $313.0 million for the fiscal year ended March 3, 1996. Sales
of the electronic materials business for the 1997 fiscal year were $291.1
million, or 87% of total sales worldwide, compared with $274.9 million, or
88% of total sales worldwide, for the 1996 fiscal year. This 6% increase in
sales of electronic materials was principally the result of higher volume of
electronic materials shipped and an increase in sales of higher technology
products. Sales of the engineered materials and plumbing hardware business
for the 1997 fiscal year increased 14% to $43.3 million from $38.1 million
for the 1996 fiscal year due primarily to increased sales in the specialty
adhesive tape and advanced composite materials businesses resulting from new
products and higher volumes in both businesses.
The Company's foreign operations accounted for $99.5 million of
sales, or 30% of the Company's total sales worldwide, during the 1997 fiscal
year compared with $91.7 million of sales, or 29% of total sales worldwide,
during the 1996 fiscal year. Sales by the Company's foreign operations
during the 1997 fiscal year increased 9% from the 1996 fiscal year. While
sales by each of the Company's foreign operations were higher in the 1997
fiscal year compared with the 1996 fiscal year, the increase in sales by
foreign operations was principally due to an increase in sales by the
Company's Asian operations.
The gross margin for the Company's worldwide operations was 17.7%
during the 1997 fiscal year compared with 22.5% for the 1996 fiscal year.
The decline in the gross margin was attributable to inefficiencies resulting
from dramatic volume fluctuations during the year, the impact of disruptions
to the Company's business with its largest customer, Delco Electronics
Corporation, due to strikes against General Motors, selling price pressure
and operating certain facilities at levels lower than their designed
capacity, which were partially offset by the continuing growth in sales of
higher technology, higher margin products.
Selling, general and administrative expenses, measured as a
percentage of sales, were 10.3% during the 1997 fiscal year compared with
11.3% during the 1996 fiscal year. This reduction was a function of the
partially fixed nature of the selling, general and administrative expenses
relative to the increase in sales and lower incentive payments due to lower
operating profits.
For the reasons set forth above, profit from operations for the 1997
fiscal year decreased 29% to $24.8 million from $35.1 million for the 1996
fiscal year.
Interest and other income, principally investment income, increased
235% to $7.7 million for the 1997 fiscal year from $2.3 million for the 1996
fiscal year. Interest expense for the 1997 fiscal year was $5.5 million
compared with $0.1 million during the 1996 fiscal year. The increases in
investment income and interest expense were attributable to the increase in
cash available for investment and the additional interest expense resulting
from the Company's issuance of $100 million principal amount of 5.5%
Convertible Subordinated Notes due 2006 at the end of the 1996 fiscal year.
The Company's investments were primarily short-term taxable instruments and
government securities.
The Company's effective income tax rate for the 1997 fiscal year was
31.0% compared with 33.2% for the 1996 fiscal year. This decrease in the
effective tax rate was primarily the result of favorable foreign tax rate
differentials.
Net earnings for the 1997 fiscal year were $18.6 million compared
to $24.9 million for the 1996 fiscal year. Basic and diluted earnings per
share decreased to $1.64 and $1.58, respectively, for the 1997 fiscal year
from $2.17 and $2.11, respectively, for the 1996 fiscal year. This decrease
in net earnings and earnings per share was primarily attributable to the
decrease in the profit from operations.
Liquidity and Capital Resources:
At March 1, 1998, the Company's cash and temporary investments were
$158.5 million compared with $144.6 million at March 2, 1997, the end of the
Company's 1997 fiscal year. The increase in the Company's cash and
investment position at March 1, 1998 was attributable to cash provided from
operating activities in excess of investments in property, plant and
equipment, as discussed below. The Company's working capital was $176.6
million at March 1, 1998 compared with $165.0 million at March 2, 1997. The
increase at March 1, 1998 compared with March 2, 1997 was due principally to
the increases in cash and inventories, offset in part by higher accrued
liabilities and accounts payable. The increase in inventories at March 1,
1998 compared with March 2, 1997 was due principally to increased raw
material and finished goods levels in support of higher sales and the
inclusion of Dielektra's inventory in 1998. The Company's current ratio
(the ratio of current assets to current liabilities) was 3.5 to 1 at March
1, 1998 compared with 4.0 to 1 at March 2, 1997.
During the 1998 fiscal year, the Company generated funds from
operations of $40.5 million and expended $18.3 million for the net purchase
of property, plant and equipment. Cash provided by net earnings before
depreciation and amortization of $38.5 million combined with a net decrease
in non-cash working capital items resulted in $40.5 million of cash provided
from operating activities. A significant portion of the 1998 fiscal year's
capital expenditures related to installation of additional capacity at the
Company's electronic materials facilities in California and Singapore.
These expansions will increase the Company's capacity and capability for the
production of sophisticated printed circuit materials. Net expenditures for
property, plant and equipment were $18.3 million, $18.7 million and $24.5
million in the 1998, 1997 and 1996 fiscal years, respectively. The Company
expects the level of capital expenditures in the 1999 fiscal year to be in
excess of the expenditures in the 1998 fiscal year. The Company is planning
further expansions of its electronic materials operations in the United
States, Asia and Europe.
At March 1, 1998, the Company's only long-term debt was the 5.5%
Convertible Subordinated Notes due 2006 (the "Notes") issued at the end of
the 1996 fiscal year. The Company believes its financial resources will be
sufficient, for the foreseeable future, to provide for continued investment
in property, plant and equipment and for general corporate purposes. Such
resources, including the proceeds from the Notes, would also be available
for appropriate acquisitions and other expansions of the Company's business.
The Company has reviewed its worldwide computer systems for year
2000 readiness and is in the process of implementing a plan to resolve
existing issues. As part of ongoing system development programs, the
Company is modifying or replacing existing computer programs so that they
will function properly with respect to dates in the year 2000 and beyond.
The Company anticipates all critical systems will be modified for year 2000
compliance by mid-1999 and believes that after such modifications have been
completed year 2000 issues will not pose significant operational problems.
Management does not expect that the cost of year 2000 modifications will
have a material adverse effect on the liquidity, capital resources, business
or consolidated financial position of the Company.
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 environmen-
tal 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 1998, 1997 and 1996 fiscal years, the Company charged
approximately $0.4 million, $0.2 million and $0.2 million, respectively,
against pretax 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 1, 1998, the recorded liability
in accrued liabilities for environmental matters was $3.5 million compared
with $1.2 million at March 2, 1997. The increase in this liability at March
1, 1998 was due to accrued liabilities for environmental matters at
Dielektra GmbH, which the Company acquired in October 1997. Dielektra's
environmental liability is for various compliance and remediation costs
expected to be incurred at its facility in Cologne, Germany over the next
several years.
Management does not expect that environmental matters will have a
material adverse effect on the liquidity, capital resources, business or
consolidated financial position of the Company. See Note 11 of the Notes to
Consolidated Financial Statements included in Item 8 of this Report for a
discussion of the Company's commitments and contingencies, including those
related to environmental matters.
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. Accordingly, the Company hereby identifies the
following important factors which could cause the Company's actual results
to differ materially from any such results which might be projected,
forecast, estimated or budgeted by the Company in forward-looking state-
ments.
. The Company's customer base is concentrated, in part, because the
Company's business strategy has been to develop long-term relation-
ships with a select group of customers. During the Company's
fiscal year ended March 1, 1998, the Company's ten largest
customers accounted for approximately 52% 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. A loss of one or more of
such key customers could affect the Company's profitability. See
"Business-Electronic Materials Operations-Customers and End
Markets" in Item 1 of this Report, "Legal Proceedings" in item 3 of
this Report, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Item 7 of this Report and
Note 13 of the Notes to Consolidated Financial Statements in Item
8 of this Report for discussions of the loss of a key customer
early in the 1999 fiscal year.
. The Company's business is dependent on certain aspects of the
electronics industry, which is a cyclical industry and which has
experienced recurring downturns. The downturns, such as occurred
in the first quarter of the Company's fiscal year ended March 2,
1997, can be unexpected and have often reduced demand for, and
prices of, electronic materials.
. 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.
. Rapid technological advances in semiconductors and electronic
equipment have placed rigorous demands on the electronic materials
manufactured by the Company and used in printed circuit board
production. The Company's operating results will be affected by
the Company's ability to maintain and increase its technological
and manufacturing capability and expertise in this rapidly changing
industry.
. The electronic materials industry is intensely competitive and the
Company competes worldwide in the market for materials used in the
production of complex multilayer printed circuit boards. The
Company's 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
position in the industry.
. There are a limited number of qualified suppliers of the principal
materials used by the Company in its manufacture of electronic
materials products. Substitutes for these products are not readily
available, and in the recent past there have been shortages in the
market for certain of these materials.
. The Company typically does not obtain long-term purchase orders or
commitments. Instead, it relies primarily on continual communica-
tion with its customers to anticipate the future volume of purchase
orders. 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.
. The Company, from time to time, is engaged in the expansion of
certain of its manufacturing facilities for electronic materials.
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.
. 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. This may require that the
Company continue to be able to access capital on terms acceptable
to the Company.
. 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.
. The Company's international operations are subject to risks,
including unexpected changes in regulatory requirements, exchange
rates, tariffs and other barriers, political and economic instabil-
ity and potentially adverse tax consequences.
. 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's success is dependent upon its relationship with key
management and technical personnel.
. 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.
. 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. Other possible developments, such
as the enactment or adoption of additional environmental laws,
could result in substantial costs to the Company.
. 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 analysts' earnings estimates, market
conditions in the electronic materials industry, as well as general
economic conditions and other factors external to the Company.
. 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 8. Financial Statements and Supplementary Data.
The Company's Financial Statements begin on the next page.
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of
Park Electrochemical Corp.
Lake Success, New York
We have audited the accompanying consolidated balance sheets of Park
Electrochemical Corp. and subsidiaries as of March 1, 1998 and March 2, 1997
and the related consolidated statements of earnings, stockholders' equity,
and cash flows for each of the three years in the period ended March 1,
1998. Our audits also included the financial statement schedule listed in
the Index at Item 14(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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the 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 consolidated financial
position of Park Electrochemical Corp. and subsidiaries as of March 1, 1998
and March 2, 1997 and the consolidated results of their operations and their
cash flows for each of the three years in the period ended March 1, 1998, in
conformity with generally accepted accounting principles. 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.
ERNST & YOUNG LLP
New York, New York
April 22, 1998
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and per share amounts)
March 1, March 2,
1998 1997
ASSETS
Current assets:
Cash and cash equivalents $ 45,102 $ 42,321
Marketable securities (Note 2) 113,358 102,232
Accounts receivable, less allowance for
doubtful accounts of $1,858 and $1,746,
respectively 53,511 50,314
Inventories (Note 3) 26,953 20,458
Prepaid expenses and other current
assets (Note 7) 8,456 5,089
Total current assets 247,380 220,414
Property, plant and equipment, at cost, less
accumulated depreciation and amortization
(Note 4) 108,116 83,391
Other assets (Notes 7 and 10) 3,833 4,057
Total $359,329 $307,862
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 37,426 $ 32,892
Accrued liabilities (Note 5) 25,261 18,565
Income taxes payable 8,140 3,953
Total current liabilities 70,827 55,410
Long-term debt (Note 6) 100,000 100,000
Deferred income taxes (Note 7) 8,781 7,963
Deferred pension liability and other (Note 10) 13,317 1,134
Commitments and contingencies (Notes 10 and 11)
Stockholders' equity (Notes 6, 8, 9 and 10):
Preferred stock, $1 par value per share--
authorized, 500,000 shares; issued, none - -
Common stock, $.10 par value per share--
authorized, 30,000,000; issued, 13,580,018
shares 1,358 1,358
Additional paid-in capital 52,990 51,290
Retained earnings 130,435 108,804
Currency translation adjustments (291) 831
Pension liability adjustment (1,039) (850)
Unrealized gains (losses) on investments 64 (11)
183,517 161,422
Less treasury stock, at cost, 2,181,247 and
2,307,765 shares, respectively (17,113) (18,067)
Total stockholders' equity 166,404 143,355
Total $359,329 $307,862
See notes to consolidated financial statements.
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
52 Weeks 53 Weeks
Ended Ended
March 1, March 2, March 3,
1998 1997 1996
Net sales $376,158 $334,490 $312,966
Cost of sales 301,968 275,372 242,655
Gross profit 74,190 59,118 70,311
Selling, general and administrative
expenses 39,418 34,366 35,236
Profit from operations 34,772 24,752 35,075
Other income (expense):
Interest and other income, net 8,382 7,653 2,285
Interest expense (Note 6) (5,468) (5,508) (96)
Total other income 2,914 2,145 2,189
Earnings before income taxes 37,686 26,897 37,264
Income tax provision (Note 7) 12,436 8,338 12,366
Net earnings $ 25,250 $ 18,559 $ 24,898
Earnings per share (Note 9):
Basic $2.22 $1.64 $2.17
Diluted $2.07 $1.58 $2.11
See notes to consolidated financial statements.
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except shares and per share amounts)
Additional Currency Pension Unrealized
Common Stock Paid-in Retained Translation Liability Losses on Treasury Stock
Shares Amount Capital Earnings Adjustments Adjustment Investments Shares Amount
Balance, February 26, 1995 13,580,018 $1,358 $50,728 $ 72,216 $1,545 $ (972) $(139) 2,136,416 $(12,688)
Net earnings 24,898
Exchange rate changes (217)
Change in pension
liability adjustment (29)
Market revaluation 109
Stock options exercised 230 (102,726) 610
Cash dividends ($.28 per
share) (3,222)
Purchase of treasury stock 14 -
Balance, March 3, 1996 13,580,018 1,358 50,958 93,892 1,328 (1,001) (30) 2,033,704 (12,078)
Net earnings 18,559
Exchange rate changes (497)
Change in pension
liability adjustment 151
Market revaluation 19
Stock options exercised 332 (84,868) 547
Cash dividends ($.32 per
share) (3,647)
Purchase of treasury stock 358,929 (6,536)
Balance, March 2, 1997 13,580,018 1,358 51,290 108,804 831 (850) (11) 2,307,765 (18,067)
Net earnings 25,250
Exchange rate changes (1,122)
Change in pension
liability adjustment (189)
Market revaluation 75
Stock options exercised 228 (49,529) 352
Cash dividends ($.32 per
share) (3,619)
Purchase of treasury stock 11 -
Shares issued in business
acquisition 1,472 (77,000) 602
Balance, March 1, 1998 13,580,018 $1,358 $52,990 $130,435 $ (291) $(1,039) $ 64 2,181,247 $(17,113)
See notes to consolidated financial statements.
/TABLE
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
52 Weeks 53 Weeks
Ended Ended
March 1, March 2, March 3,
1998 1997 1996
Cash flows from operating activities:
Net earnings $ 25,250 $ 18,559 $ 24,898
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization 13,207 11,584 9,849
Provision for write-down of fixed assets 1,400 - -
Provision for doubtful accounts receivable 75 (306) (495)
(Gain) on sale of marketable securities - (16) (38)
(Benefit) provision for deferred income taxes (301) 1,596 1,425
Other, net (11) 65 64
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 1,273 (7,612) (9,277)
(Increase) decrease in inventories (3,138) 7,202 (11,671)
(Increase) in prepaid expenses and
other current assets (1,950) (1,456) (1,057)
(Increase) decrease in other assets (544) 122 (42)
Increase (decrease) in accounts payable 1,235 (2,528) 11,409
(Decrease) increase in accrued liabilities (250) 1,700 1,108
Increase in income taxes payable 4,204 286 1,260
Net cash provided by operating activities 40,450 29,196 27,433
Cash flows from investing activities:
Purchases of property, plant and equipment, net (18,274) (18,735) (24,510)
Purchases of marketable securities (135,390) (137,897) (74,881)
Proceeds from sales of marketable securities 124,264 103,330 22,952
Business acquisition net of cash acquired (Note 14) (4,585) - -
Net cash used in investing activities (33,985) (53,302) (76,439)
Cash flows from financing activities:
Convertible notes offering - - 100,000
Convertible notes issuance costs - - (3,250)
Dividends paid (3,619) (3,647) (3,222)
Proceeds from exercise of stock options 228 604 697
Purchase of treasury stock - (6,535) -
Other - - 4
Net cash (used in) provided by
financing activities (3,391) (9,578) 94,229
Increase (decrease) in cash and cash equivalents
before effect of exchange rate changes 3,074 (33,684) 45,223
Effect of exchange rate changes on
cash and cash equivalents (293) 35 (56)
Increase (decrease) in cash and cash equivalents 2,781 (33,649) 45,167
Cash and cash equivalents, beginning of year 42,321 75,970 30,803
Cash and cash equivalents, end of year $ 45,102 $ 42,321 $ 75,970
See notes to consolidated financial statements.
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended March 1, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Park Electrochemical Corp. ("Park"), through its subsidiaries
(collectively, the "Company"), is a leading global designer and producer
of advanced electronic materials used to fabricate complex multilayer
printed circuit boards, semiconductor packages and other electronic
interconnection systems. The Company's multilayer printed circuit board
materials include copper-clad laminates, prepregs and semi-finished
multilayer printed circuit board panels. Multilayer printed circuit
boards and interconnection systems are used in virtually all advanced
electronic equipment to direct, sequence and control electronic signals
between semiconductor devices and passive components. The Company also
designs and manufactures specialty adhesive tapes, advanced composite
materials, microwave circuitry materials and plumbing hardware for the
electronics, aerospace, industrial and plumbing 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 financial statements and accompanying notes. Actual
results could 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
1998, 1997 and 1996 fiscal years ended on March 1, 1998, March 2, 1997
and March 3, 1996, respectively. Fiscal 1998 and 1997 each included
52 weeks; fiscal 1996 included 53 weeks.
d. 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, reported as a separate component of
stockholders' equity. 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.
e. Inventories - Inventories are stated at the lower of cost (first-in,
first-out method) or market.
f. Revenue Recognition - Revenues are recognized at the time product is
shipped to the customer.
g. Depreciation and Amortization - Depreciation and amortization are
computed principally by the straight-line method over the estimated
useful lives of the related assets or, with respect to leasehold
improvements, the term of the lease, if shorter.
h. Deferred Charges - Costs incurred in connection with the issuance of
debt financing are deferred and included in other assets and
amortized, using the effective interest method, over the respective
debt repayment period.
i. 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 $36,100,000 at March 1,
1998) of the Company's foreign subsidiaries, since it is management's
practice and intent to reinvest such earnings in the operations of
these subsidiaries.
j. 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 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
stockholders' equity.
k. Consolidated Statements of Cash Flows - The Company considers all
money market securities and investments with maturities at the date of
purchase of 90 days or less to be cash equivalents.
Supplemental cash flow information:
Fiscal Year
1998 1997 1996
Cash paid during the year for:
Interest $5,519,000 $2,792,000 $ -
Income taxes 8,289,000 6,570,000 9,701,000
l. Recently Issued Accounting Pronouncements - In June 1997, the
Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 130 (SFAS 130), "Reporting Comprehensive
Income", and No. 131 (SFAS 131), "Disclosures about Segments of an
Enterprise and Related Information" and in February 1998, issued
Statement of Financial Accounting Standards No. 132 (SFAS 132),
"Employers' Disclosures about Pensions and other Postretirement
Benefits". SFAS 130 establishes standards for reporting and
displaying comprehensive income and its components in the financial
statements. SFAS 131 establishes new guidelines for reporting
information about operating segments. SFAS 132 addresses disclosure
issues relating to pensions and postretirement benefits and does not
change the measurement or recognition provisions of the current
statements. All three statements are effective for fiscal years
beginning after December 15, 1997 and will be adopted in the fiscal
year ended February 28, 1999. Management is evaluating the effect, if
any, of adopting these accounting standards.
2. MARKETABLE SECURITIES
The following is a summary of available-for-sale securities:
Gross Gross Estimated
Unrealized Unrealized Fair
Cost Gains Losses Value
March 1, 1998:
U.S. Treasury and other
government securities $ 6,177,000 $44,000 $ - $ 6,221,000
U.S. corporate debt
securities 107,077,000 51,000 47,000 107,081,000
Total debt securities 113,254,000 95,000 47,000 113,302,000
Equity securities 4,000 52,000 - 56,000
$113,258,000 $147,000 $47,000 $113,358,000
March 2, 1997:
U.S. Treasury and other
government securities $ 35,423,000 $19,000 $47,000 $ 35,395,000
U.S. corporate debt
securities 66,822,000 20,000 40,000 66,802,000
Total debt securities 102,245,000 39,000 87,000 102,197,000
Equity securities 4,000 31,000 - 35,000
$102,249,000 $70,000 $87,000 $102,232,000
The gross realized gains on sales of available-for-sale securities
totalled $18,000, $39,000 and $50,000 for 1998, 1997 and 1996,
respectively, and the gross realized losses totalled $6,000, $23,000 and
$12,000 for 1998, 1997 and 1996, respectively.
The amortized cost and estimated fair value of the debt and marketable
equity securities at March 1, 1998, by contractual maturity, are shown
below:
Estimated
Fair
Cost Value
Due in one year or less $ 82,230,000 $ 82,253,000
Due after one year through five years 31,024,000 31,049,000
113,254,000 113,302,000
Equity securities 4,000 56,000
$113,258,000 $113,358,000
3. INVENTORIES
March 1, March 2,
1998 1997
Raw materials $10,686,000 $ 8,459,000
Work-in-process 5,740,000 4,037,000
Finished goods 9,806,000 7,173,000
Manufacturing supplies 721,000 789,000
$26,953,000 $20,458,000
4. PROPERTY, PLANT AND EQUIPMENT
March 1, March 2,
1998 1997
Land, buildings and improvements $ 41,598,000 $ 30,983,000
Machinery, equipment, furniture
and fixtures 160,888,000 134,774,000
202,486,000 165,757,000
Less accumulated depreciation
and amortization 94,370,000 82,366,000
$108,116,000 $ 83,391,000
Depreciation and amortization expense relating to property, plant and
equipment amounted to $12,884,000, $11,146,000 and $9,382,000 for fiscal
1998, 1997 and 1996, respectively. A pretax charge of $1,400,000 was
recorded in fiscal 1998, for the write-down of operating equipment that
will no longer be utilized, to its estimated net realizable value.
Interest expense capitalized to property, plant and equipment amounted
to $294,000 and $260,000 for fiscal 1998 and 1997, respectively.
5. ACCRUED LIABILITIES
March 1, March 2,
1998 1997
Payroll and commissions $ 6,091,000 $ 4,239,000
Taxes, other than income taxes 1,130,000 899,000
Interest 2,765,000 2,781,000
Other 15,275,000 10,646,000
$25,261,000 $18,565,000
6. LONG-TERM DEBT
On February 28, 1996, the Company issued $100,000,000 principal amount
of 5.5% Convertible Subordinated Notes due 2006 (the "Notes") with
interest payable semiannually on March 1 and September 1 of each year,
commencing September 1, 1996. The Notes are unsecured and subordinated
to other long-term debt and are convertible at the option of the holder
at any time prior to maturity, unless previously redeemed or
repurchased, into shares of the Company's common stock at $42.188 per
share, subject to adjustment under certain conditions. The Notes are
not redeemable at the option of the Company prior to March 1, 1999; at
any time on or after such date, the Notes will be redeemable at the
option of the Company, in whole or in part, initially at 102.75% of the
principal amount of such Notes redeemed and thereafter at prices
declining to 100% on March 1, 2001, together with accrued interest. At
March 1, 1998 and March 2, 1997, the fair value of the Notes
approximated $99,000,000 and $90,625,000, respectively.
Foreign lines of credit totalled $5,300,000 at March 1, 1998, all of
which remains available to the subsidiaries.
7. INCOME TAXES
The income tax provision includes the following:
Fiscal Year
1998 1997 1996
Current:
Federal $10,181,000 $6,150,000 $ 9,980,000
State and local 1,332,000 592,000 961,000
Foreign 1,224,000 - -
12,737,000 6,742,000 10,941,000
Deferred:
Federal (680,000) 863,000 655,000
State and local 94,000 150,000 60,000
Foreign 285,000 583,000 710,000
(301,000) 1,596,000 1,425,000
$12,436,000 $8,338,000 $12,366,000
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
1998 1997 1996
Statutory U.S. Federal tax rate 35.0% 35.0% 35.0%
State and local taxes, net of
Federal benefit 2.5 1.8 1.8
Foreign tax rate differentials (7.4) (7.8) (4.6)
Other, net 2.9 2.0 1.0
33.0% 31.0% 33.2%
The Company had foreign net operating loss carryforwards of
approximately $37,500,000 and $14,400,000 in fiscal 1998 and 1997,
respectively. Nearly all of the net operating loss carryforwards were
acquired as the result of acquisitions, including $25,700,000 which was
acquired in fiscal 1998 when the Company purchased the capital stock of
Dielektra GmbH ("Dielektra"), a German corporation located in Cologne,
Germany. Long-term deferred tax assets arising from these net operating
loss carryforwards were valued at $0 at both March 1, 1998 and March 2,
1997, net of valuation reserves of approximately $19,500,000 and
$5,000,000, respectively. None of the acquired net operating loss
carryforwards relate to goodwill or other intangible assets.
Approximately $1,300,000 of the foreign net operating loss carryforwards
expire in varying amounts from fiscal 1999 through fiscal 2002; the
remainder have an indefinite expiration.
At March 1, 1998 and March 2, 1997, current deferred tax assets of
$2,254,000 and $1,135,000, respectively, which were primarily
attributable to expenses not currently deductible were included in other
current assets. The long-term deferred tax liabilities consisted
primarily of timing differences relating to depreciation.
8. STOCKHOLDERS' EQUITY
a. Stock Options - Under the 1992 Stock Option Plan (the "Plan")
approved by the Company's stockholders, key employees may be granted
options to purchase shares of common stock of the Company
exercisable at prices not less than the fair market value at the
date of grant. Options become exercisable 25% one year from the
date of grant, with an additional 25% exercisable each succeeding
year. The options expire 10 years from the date of grant. Options
to purchase a total of 1,150,000 shares of common stock are
authorized for grant under such Plan. The Plan will expire in
March, 2002.
The Company has elected the disclosure provision of Statement of
Financial Standards No. 123, "Accounting for Stock-Based
Compensation", and continues to apply Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25)
and related interpretations in accounting for the option plans.
Under APB 25, because the exercise price of the granted options is
not less than the market price at the date of the grant, no
compensation expense is recognized.
The weighted average fair value for options was estimated at the
date of grant using the Black-Scholes option pricing model to be
$7.17 for fiscal 1998, $7.78 for fiscal 1997 and $5.40 for fiscal
1996, with the following weighted average assumptions for fiscal
1998, 1997 and 1996, respectively: risk free interest rate of 6%;
expected volatility factors of 33%, 34% and 31%; expected dividend
yield of 2%; and estimated option lives of 4.6 years. For the
purpose of pro forma disclosures, the effect of applying SFAS 123 on
net income and earnings per share for fiscal 1998, 1997 and 1996
would approximate the amounts shown below (in thousands, except EPS
data):
1998 1997 1996
As Pro As Pro As Pro
Reported forma Reported forma Reported forma
Net income $25,250 $24,810 $18,559 $18,330 $24,898 $24,805
EPS-basic $2.22 $2.19 $1.64 $1.62 $2.17 $2.16
EPS-diluted $2.07 $2.04 $1.58 $1.57 $2.11 $2.11
Information with respect to the Company's stock option plans follows:
Weighted
Average
Range of Outstanding Exercise
Exercise Prices Options Price
Balance, March 3, 1996 $ 5.50 - $27.19 519,618 $11.43
Granted 23.75 - 24.63 111,675 24.55
Exercised