10-K 1 pe70981.txt FORM 10-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 25, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _______ Commission file number 1-4415 PARK ELECTROCHEMICAL CORP. (Exact Name of Registrant as Specified in Its Charter) New York 11-1734643 (State or Other Jurisdiction of (I.R.S. Employer Incorporation of Organization) Identification No.) 48 South Service Road, Melville, New York 11747 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (631) 465-3600 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered -------------------------------------- ------------------------- Common Stock, par value $.10 per share New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] [cover page 1 of 2 pages] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large Accelerated Filer [ ] Accelerated Filer [X] Non-Accelerated File [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Aggregate As of Close of Title of Class Market Value Business On ------------------------- --------------- ---------------- Common Stock, par value $.10 per share $ 515,674,858 August 25, 2006 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 of Title of Class Outstanding Business On ------------------------- ------------ -------------- Common Stock, par value $.10 per share 20,197,814 May 4, 2007 DOCUMENTS INCORPORATED BY REFERENCE Proxy Statement for Annual Meeting of Shareholders to be held July 18, 2007 incorporated by reference into Part III of this Report. ================================================================================ [cover page 2 of 2 pages] 3 TABLE OF CONTENTS Page ---- PART I Item 1. Business................................................... 4 Item 1A. Risk Factors............................................... 16 Item 1B. Unresolved Staff Comments.................................. 18 Item 2. Properties................................................. 19 Item 3. Legal Proceedings.......................................... 19 Item 4. Submission of Matters to a Vote of Security Holders........ 19 Executive Officers of the Registrant....................... 19 PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities........................................ 21 Item 6. Selected Financial Data.................................... 22 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 24 Factors That May Affect Future Results..................... 38 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 39 Item 8. Financial Statements and Supplementary Data................ 40 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...................... 66 Item 9A. Controls and Procedures.................................... 66 Item 9B. Other Information.......................................... 68 PART III Item 10. Directors, Executive Officers and Corporate Governance..... 69 Item 11. Executive Compensation..................................... 69 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters............... 69 Item 13. Certain Relationships and Related Transactions, and Director Independence................................ 69 Item 14. Principal Accountant Fees and Services..................... 69 PART IV Item 15. Exhibits and Financial Statement Schedules................. 70 SIGNATURES............................................................... 71 FINANCIAL STATEMENT SCHEDULES Schedule II - Valuation and Qualifying Accounts........................ 72 EXHIBIT INDEX............................................................ 73 4 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, development, production, marketing and sale of high-technology digital and RF/microwave printed circuit materials and advanced composite materials principally for the telecommunications and internet infrastructure, high-end computing and aerospace markets. Park's core capabilities are in the areas of polymer chemistry formulation and coating technology. Park operates through fully integrated business units in Asia, Europe and North America. The Company's manufacturing facilities are located in Singapore, China, France, Connecticut, New York, Arizona and California. The Company's products are marketed and sold under the Nelco(R) and Nelcote(TM) names. Sales of Park's printed circuit materials were 92% of the Company's total net sales worldwide in the 2007 and 2006 fiscal years, and sales of Park's advanced composite materials were 8% of the Company's total net sales worldwide in the 2007 and 2006 fiscal years. Park was founded in 1954 by Jerry Shore, who was the Company's Chairman of the Board until July 14, 2004 and who is one of the Company's largest shareholders. The sales and long-lived assets of the Company's operations by geographic area for the last three fiscal years are set forth in Note 17 of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report. The Company's foreign operations are conducted principally by the Company's subsidiaries in Singapore, China and France. The Company's foreign operations are subject to the impact of foreign currency fluctuations. See Note 1 of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report. The Company makes available free of charge on its Internet website, www.parkelectro.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. None of the information on the Company's website shall be deemed to be a part of this Report. COREFIX, EF, INNERLAM, LD, NELCO, NELTEC, PARKNELCO, RTFOIL and SI are registered trademarks of Park Electrochemical Corp., and ELECTROVUE, FIBERCOTE, NELCOTE, PEELCOTE and POWERBOND are common law trademarks of Park Electrochemical Corp. 5 Printed Circuit Materials Printed Circuit Materials Operations The Company is a leading global designer and producer of advanced printed circuit materials used to fabricate complex multilayer printed circuit boards and other electronic interconnection systems, such as multilayer back-planes, wireless packages, high-speed/low-loss multilayers and high density interconnects ("HDIs"). The Company's multilayer printed circuit materials consist of copper-clad laminates and prepregs. The Company has long-term relationships with its major customers, which include leading independent printed circuit board fabricators, electronic manufacturing service companies, electronic contract manufacturers and major electronic original equipment manufacturers ("OEMs"). Multilayer printed circuit boards and interconnect systems are used in virtually all advanced electronic equipment to direct, sequence and control electronic signals between semiconductor devices (such as microprocessors and memory and logic devices), passive components (such as resistors and capacitors) and connection devices (such as infra-red couplings, fiber optics and surface mount connectors). Examples of end uses of the Company's digital printed circuit materials include high speed routers and servers, storage area networks, supercomputers, laptops, satellite switching equipment, cellular telephones and transceivers, wireless personal digital assistants ("PDAs") and wireless local area networks ("LANs"). The Company's radio frequency ("RF") printed circuit materials are used primarily for military avionics, antennas for cellular telephone base stations, automotive adaptive cruise control systems and avionic communications equipment. The Company has developed long-term relationships with major customers as a result of its leading edge products, extensive technical and engineering service support and responsive manufacturing capabilities. Park believes it founded the modern day printed circuit industry in 1957 by inventing a composite material consisting of an epoxy resin substrate reinforced with fiberglass cloth which was laminated together with sheets of thin copper foil. This epoxy-glass copper-clad laminate system is still used to construct the large majority of today's advanced printed circuit products. The Company also believes that in 1962 it invented the first multilayer printed circuit materials system used to construct multilayer printed circuit boards. The Company also pioneered vacuum lamination and many other manufacturing technologies used in the industry today. The Company believes it is one of the industry's technological leaders. As a result of its leading edge products, extensive technical and engineering service support and responsive manufacturing capabilities, the Company expects to continue to take advantage of several industry trends. These trends include the increasingly advanced electronic materials required for interconnect performance and manufacturability, the increasing miniaturization and portability of advanced electronic equipment, the consolidation of the printed circuit board fabrication industry and the time-to-market and time-to-volume pressures requiring closer collaboration with materials suppliers. The Company believes that it is one of the world's largest manufacturers of advanced multilayer printed circuit materials. It also believes that it is one of only a few significant independent manufacturers of multilayer printed circuit materials in the world. The Company was the first manufacturer in the printed circuit materials industry to establish manufacturing presences in the three major global markets of North America, Europe and Asia, with facilities established in Europe in 1969 and Asia in 1986. 6 Printed Circuit Materials - Industry Background The printed circuit materials manufactured by the Company and its competitors are used primarily to construct and fabricate complex multilayer printed circuit boards and other advanced electronic interconnection systems. Multilayer printed circuit materials consist of prepregs and copper-clad laminates. Prepregs are chemically and electrically engineered thermosetting or thermoplastic resin systems which are impregnated into and reinforced by a specially manufactured fiberglass cloth product or other woven or non-woven reinforcing fiber. This insulating dielectric substrate generally is 0.030 inch to 0.002 inch in thickness or less in some cases. While these resin systems historically have been based on epoxy resin chemistry, in recent years, increasingly demanding OEM requirements have driven the industry to utilize proprietary enhanced epoxies as well as other higher performance resins, such as bismalimide triazine ("BT"), cyanate ester, polyimide, or polytetrafluoroethylene ("PTFE"). One or more plies of prepreg are laminated together to form an insulating dielectric substrate to support the copper circuitry patterns of a multilayer printed circuit board. Copper-clad laminates consist of one or more plies of prepreg laminated together with specialty thin copper foil laminated on the top and bottom. Copper foil is specially formed in thin sheets which may vary from 0.0030 inch to 0.0002 inch in thickness and normally have a thickness of 0.0014 inch or 0.0007 inch. The Company supplies both copper-clad laminates and prepregs to its customers, which use these products as a system to construct multilayer printed circuit boards. The printed circuit board fabricator processes copper-clad laminates to form the inner layers of a multilayer printed circuit board. The fabricator photo images these laminates with a dry film or liquid photoresist. After development of the photoresist, the copper surfaces of the laminate are etched to form the circuit pattern. The fabricator then assembles these etched laminates by inserting one or more plies of dielectric prepreg between each of the inner layer etched laminates and also between an inner layer etched laminate and the outer layer copper plane, and then laminating the entire assembly in a press. Prepreg serves as the insulator between the multiple layers of copper circuitry patterns found in the multilayer circuit board. When the multilayer configuration is laminated, these plies of prepreg form an insulating dielectric substrate supporting and separating the multiple inner and outer planes of copper circuitry. The fabricator drills vertical through-holes or vias in the multilayer assembly and then plates the through-holes or vias to form vertical conductors between the multiple layers of circuitry patterns. These through-holes or vias combine with the conductor paths on the horizontal circuitry planes to create a three-dimensional electronic interconnect system. In specialized applications, an additional set of microvia layers (2 or 4, typically) may be added through a secondary lamination process to provide increased density and functionality to the design. The outer two layers of copper foil are then imaged and etched to form the finished multilayer printed circuit board. The completed multilayer board is a three-dimensional interconnect system with electronic signals traveling in the horizontal planes of multiple layers of copper circuitry patterns, as well as the vertical plane through the plated holes or vias. 7 In the years immediately preceding the severe correction and downturn that occurred in the global electronics industry in the Company's 2002 fiscal year first quarter, the global market for advanced electronic products grew as a result of technological change and frequent new product introductions. This growth was principally attributable to increased sales and more complex electronic content of newer products, such as cellular telephones, pagers, personal computers and portable computing devices and the infrastructure equipment necessary to support the use of these devices, and greater use of electronics in other products, such as automobiles. Further, large, almost completely untapped markets for advanced electronic equipment emerged in such areas as India and China and other areas of the Pacific Rim. During its 2002 fiscal year, the Company established a business center in Wuxi, China, in the Shanghai Nanjing corridor, which has been replaced by a new manufacturing facility in the Zhuhai Free Trade Zone approximately 50 miles west of Hong Kong in Guangdong Province in southern China. The construction of the facility was completed in the first quarter of the Company's 2007 fiscal year, and the Company has installed equipment for the facility and is in the process of equipment testing, employee training and internal and external qualifications for the facility. This manufacturing facility is intended to service customers in China. Semiconductor manufacturers have introduced successive generations of more powerful microprocessors and memory and logic devices. Electronic equipment manufacturers have designed these advanced semiconductors into more compact and often portable products. High performance computing devices in these smaller portable platforms require greater reliability, closer tolerances, higher component and circuit density and increased overall complexity. As a result, the interconnect industry has developed smaller, lighter, faster and more cost-effective interconnect systems, including advanced multilayer printed circuit boards. Advanced interconnect systems require higher technology printed circuit materials to insure the performance of the electronic system and to improve the manufacturability of the interconnect platform. In the years immediately preceding the severe correction and downturn that occurred in the global electronics industry in the Company's 2002 fiscal year first quarter, the growth of the market for more advanced printed circuit materials outpaced the market growth for standard printed circuit materials. Printed circuit board fabricators and electronic equipment manufacturers require advanced printed circuit materials that have increasingly higher temperature tolerances and more advanced and stable electrical properties in order to support high-speed computing in a miniaturized and often portable environment. With the very high density circuit demands of miniaturized high performance interconnect systems, the uniformity, purity, consistency, performance predictability, dimensional stability and production tolerances of printed circuit materials have become successively more critical. High density printed circuit boards and interconnect systems often involve higher layer count multilayer circuit boards where the multiple planes of circuitry and dielectric insulating substrates are very thin (dielectric insulating substrate layers may be 0.002 inch or less) and the circuit line and space geometries in the circuitry plane are very narrow (0.002 inch or less). In addition, advanced surface mount interconnect systems are typically designed with very small pad sizes and very narrow plated through holes or vias which electrically connect the multiple layers of circuitry planes. High density interconnect systems must utilize printed circuit materials whose dimensional characteristics and purity are consistently manufactured to very high tolerance levels in order for the printed circuit board fabricator to attain and sustain acceptable product yields. 8 Shorter product life cycles and competitive pressures have induced electronic equipment manufacturers to bring new products to market and increase production volume to commercial levels more quickly. These trends have highlighted the importance of front-end engineering of electronic products and have increased the level of collaboration among system designers, fabricators and printed circuit materials suppliers. As the complexity of electronic products increases, materials suppliers must provide greater technical support to interconnect systems fabricators on a timely basis regarding manufacturability and performance of new materials systems. Printed Circuit Materials - Products and Services The Company produces a broad line of advanced printed circuit materials used to fabricate complex multilayer printed circuit boards and other electronic interconnect systems, including backplanes, wireless packages, high speed/low loss multilayers and high density interconnects ("HDIs"). The Company's diverse advanced printed circuit materials product line is designed to address a wide array of end-use applications and performance requirements. The Company's electronic materials products have been developed internally and through long-term development projects with its principal suppliers and, to a lesser extent, through licensing arrangements. The Company focuses its research and development efforts on developing industry leading product technology to meet the most demanding product requirements and has designed its product line with a focus on the higher performance, higher technology end of the materials spectrum. The Company's products include high-speed, low-loss, digital broadband engineered formulations, high-temperature modified epoxies, bismalimide triazine ("BT") epoxies, non-MDA polyimides, enhanced polyimides, SI(R) (Signal Integrity) products, cyanate esters and polytetrafluoroethylene ("PTFE") formulations for radio frequency ("RF")/microwave applications. The Company's high performance printed circuit materials consist of high-speed low-loss materials for digital and RF/microwave applications requiring lead-free compatibility, high bandwidth signal integrity, BT materials, polyimides for applications that demand extremely high thermal performance, cyanate esters, and PTFE materials for RF/microwave systems that operate at frequencies up to 77 GHz. The Company has developed long-term relationships with select customers through broad-based technical support and service, as well as manufacturing proximity and responsiveness at multiple levels of the customer's organization. The Company focuses on developing a thorough understanding of its customer's business, product lines, processes and technological challenges. The Company seeks customers which are industry leaders committed to maintaining and improving their industry leadership positions and which are committed to long-term relationships with their suppliers. The Company 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. 9 The Company's emphasis on service and close relationships with its customers is reflected in its short lead times. The Company has developed its manufacturing processes and customer service organizations to provide its customers with printed circuit materials products on a just-in-time basis. The Company believes that its ability to meet its customers' customized manufacturing and quick-turn-around ("QTA") requirements is one of its unique strengths. The Company has located its advanced printed circuit materials manufacturing operations in strategic locations intended to serve specific regional markets. By situating its facilities in close geographical proximity to its customers, the Company is able to rapidly adjust its manufacturing processes to meet customers' new requirements and respond quickly to customers' technical needs. The Company has technical staffs based at each of its manufacturing locations, which allows the rapid dispatch of technical personnel to a customer's facility to assist the customer in quickly solving design, process, production or manufacturing problems. During the 2002 fiscal year, the Company established a business center in Wuxi near Shanghai in central China, which has been replaced by a new manufacturing facility in the Zhuhai Free Trade Zone approximately 50 miles west of Hong Kong in southern China to support the growing customer demand for advanced multilayer printed circuit materials in China. The construction of this facility was completed in the first quarter of the Company's 2007 fiscal year, and the Company has installed equipment for the facility and is in the process of equipment testing, employee training and internal and external qualifications for the facility. Printed Circuit Materials - Customers and End Markets The Company's customers for its advanced printed circuit materials include the leading independent printed circuit board fabricators, electronic manufacturing service ("EMS") companies, electronic contract manufacturers ("ECMs") and major electronic original equipment manufacturers ("OEMs") in the computer, networking, telecommunications, transportation, aerospace and instrumentation industries located throughout North America, Europe and Asia. The Company seeks to align itself with the larger, more technologically-advanced and better capitalized independent printed circuit board fabricators and major electronic equipment manufacturers which are industry leaders committed to maintaining and improving their industry leadership positions and to building long-term relationships with their suppliers. The Company's selling effort typically involves several stages and relies on the talents of Company personnel at different levels, from management to sales personnel and quality engineers. In recent years, the Company has augmented its traditional sales personnel with an OEM marketing team and product technology specialists. The Company's strategy emphasizes the use of multiple facilities established in market areas in close proximity to its customers. During the Company's 2007 fiscal year, approximately 16.7% of the Company's total worldwide sales were to Sanmina-SCI Corporation, a leading electronics contract manufacturer and manufacturer of printed circuit boards, and approximately 10.7% of the Company's total worldwide sales were to TTM Technologies, Inc., a leading manufacturer of printed circuit boards. During the Company's 2006 fiscal year, approximately 19.4% of the Company's total worldwide sales were to Sanmina-SCI Corporation, approximately 11.7% of the Company's total worldwide sales were to TTM Technologies, Inc., and approximately 10.4% of the Company's total worldwide sales were to Multilayer Technology, Inc., a manufacturer of multilayer printed circuit boards. The 10 sales to TTM Technologies, Inc. during the 2007 and 2006 fiscal years included sales to Tyco Printed Circuit Group L.P., a leading manufacturer of printed circuit boards, which was acquired by TTM Technologies, Inc. in the Company's 2007 fiscal year. During the Company's 2007 and 2006 fiscal years, sales to no other customer of the Company equaled or exceeded 10% of the Company's total worldwide sales. Although the printed circuit materials business is not dependent on any single customer, the loss of a major customer or of a group of customers could have a material adverse effect on the printed circuit materials business. The Company's printed circuit materials products are marketed primarily by sales personnel and, to a lesser extent, by independent distributors in industrial centers in North America, Europe and Asia. Such personnel include both salaried employees and independent sales representatives who work on a commission basis. Printed Circuit Materials - Manufacturing The process for manufacturing multilayer printed circuit materials is capital intensive and requires sophisticated equipment as well as clean-room environments. The key steps in the Company's manufacturing process include: the impregnation of specially designed fiberglass cloth with a resin system and the partial curing of that resin system; the assembling of laminates consisting of single or multiple plies of prepreg and copper foil in a clean-room environment; the vacuum lamination of the copper-clad assemblies under simultaneous exposure to heat, pressure and vacuum; and the finishing of the laminates to customer specifications. Prepreg is manufactured in a treater. A treater is a roll-to-roll continuous machine which sequences specially designed fiberglass cloth or other reinforcement fabric into a resin tank and then sequences the resin-coated cloth through a series of ovens which partially cure the resin system into the cloth. This partially cured product or prepreg is then sheeted or paneled and packaged by the Company for sale to customers, or used by the Company to construct its copper-clad laminates. The Company manufactures copper-clad laminates by first setting up in a clean room an assembly of one or more plies of prepreg stacked together with a sheet of specially manufactured copper foil on the top and bottom of the assembly. This assembly, together with a large quantity of other laminate assemblies, is then inserted into a large, multiple opening vacuum lamination press. The laminate assemblies are then laminated under simultaneous exposure to heat, pressure and vacuum. After the press cycle is complete, the laminates are removed from the press and sheeted, paneled and finished to customer specifications. The product is then inspected and packaged for shipment to the customer. The Company manufactures multilayer printed circuit materials at six fully integrated facilities located in the United States, Europe and Southeast Asia. The Company opened its California facility in 1965, its first Arizona and France facilities in 1984, its Singapore facility in 1986 and its second France facility in 1992. The Company services the North America market principally through its United States manufacturing facilities, the European market principally through its manufacturing facilities in France, and the Asian market principally through its Singapore manufacturing facility. During its 2002 fiscal year, the Company established a business center in central China, which has been replaced by a new manufacturing facility in the Zhuhai 11 Free Trade Zone approximately 50 miles west of Hong Kong in southern China to supply the growing demand for advanced multilayer printed circuitry materials in China. The construction of this facility was completed in the first quarter of the Company's 2007 fiscal year, and the Company has installed equipment at the facility and is in the process of equipment testing, employee training and internal and external qualifications for the facility. In addition, the Company upgraded its printed circuit materials treating operation in Singapore during the 2007 fiscal year third quarter so that such operation is capable of treating the Company's full line of advanced printed circuit materials in Singapore, except polytetrafluoroethylene ("PTFE") materials. The Company has located its manufacturing facilities in its important markets. By maintaining technical and engineering staffs at each of its manufacturing facilities, the Company is able to deliver fully-integrated products and services on a timely basis. Printed Circuit Materials - Materials and Sources of Supply The principal materials used in the manufacture of the Company's printed circuit materials products are specially manufactured copper foil, fiberglass cloth and synthetic reinforcements, and specially formulated resins and chemicals. The Company attempts to develop and maintain close working relationships with suppliers of those materials who have dedicated themselves to complying with the Company's stringent specifications and technical requirements. While the Company's philosophy is to work with a limited number of suppliers, the Company has identified alternate sources of supply for each of these materials. However, there are a limited number of qualified suppliers of these materials, substitutes for these materials are not readily available, and, in the recent past, the industry has experienced shortages in the market for certain of these materials. While the Company has not experienced significant problems in the delivery of these materials and considers its relationships with its suppliers to be strong, a disruption of the supply of materials could materially adversely affect the business, financial condition and results of operations of the Company. Significant increases in the cost of materials purchased by the Company could also have a material adverse effect on the Company's business, financial condition and results of operations if the Company were unable to pass such increases through to its customers. During the first and second quarters of the 2007 fiscal year, the Company incurred significant increases in the cost of copper foil, one of the Company's primary raw materials, and the Company was able to pass a substantial portion of such increases through to its customers in the second, third and fourth quarters of the 2007 fiscal year. Printed Circuit Materials - Competition The multilayer printed circuit materials industry is characterized by intense competition and ongoing consolidation. The Company's competitors are primarily divisions or subsidiaries of very large, diversified multinational manufacturers which are substantially larger and have greater financial resources than the Company and, to a lesser degree, smaller regional producers. Because the Company focuses on the higher technology segment of the printed circuit materials market, technological innovation, quality and service, as well as price, are significant competitive factors. The Company believes that there are several significant multilayer printed circuit materials manufacturers in the world and many of these competitors have significant presences in the three major global markets of North America, Europe and Asia. The Company believes that the multilayer 12 printed circuit materials industry has become more global and that the remaining smaller regional manufacturers are finding it increasingly difficult to remain competitive. The Company believes that it is currently one of the world's largest advanced multilayer printed circuit materials manufacturers. The Company further believes it is one of only a few significant independent manufacturers of multilayer printed circuit materials in the world today. The markets in which the Company's printed circuit materials operations compete are characterized by rapid technological advances, and the Company's position in these markets depends largely on its continued ability to develop technologically advanced and highly specialized products. Although the Company believes it is an industry technology leader and directs a significant amount of its time and resources toward maintaining its technological competitive advantage, there is no assurance that the Company will be technologically competitive in the future, or that the Company will continue to develop new products that are technologically competitive. Advanced Composite Materials Advanced Composite Materials Operations The Company also develops and produces engineered composite materials for the aerospace, rocket motor, radio frequency ("RF") and specialty industrial markets. Advanced Composite Materials - Industry Background The advanced composite materials manufactured by the Company and its competitors are used primarily to fabricate light-weight, high-strength structures with specifically designed performance characteristics. Composite materials are typically highly specified combinations of resin formulations and reinforcements. Reinforcements can be woven fabrics, non-woven goods such as mats or felts, or in some cases unidirectional fibers. Reinforcement materials are constructed of: E-glass (fiberglass), carbon fiber, S2 glass, aramids such as Kevlar(R) ("Kevlar" is a registered trademark of E.I. du Pont de Nemours & Co.) and Twaron(R) ("Twaron" is a registered trademark of Teijin Twaron B.V. LLC), quartz, polyester, and other synthetic materials. Resin formulations are typically highly proprietary, and include various chemical mixtures. The Company produces resin formulations using various epoxies, polyesters, phenolics, bismalimides, cyanate esters, polyimides and other complex matrices. The reinforcement combined with the resin is referred to as a "prepreg", which is an acronym for pre-impregnated material. Advanced composite materials can be broadly categorized as either a thermoset or a thermoplastic. While both material types require the addition of heat and pressure to achieve the molecular cross-linking of the matrices, thermoplastics can be reformed using additional heat and pressure. Once fully cured, thermoset materials can not be further reshaped. The Company believes that the demand for thermoset advanced materials is greater than that for thermoplastics due to the fact that fabrication processes for thermoplastics require much higher temperatures and pressures, and are, therefore, typically more capital intensive than the fabrication processes for thermoset materials. The advanced composite materials industry suppliers have historically been large chemical corporations. During the past ten years, considerable consolidation has occurred in the industry, resulting in three relatively large composite materials suppliers and a number of smaller suppliers. 13 Composite part fabricators typically design and specify a material specifically to meet the needs of the part's end use and the fabricators' processing methods. Fabricators sometimes work with a supplier to develop the specific resin system and reinforcement combination to match the application. Fabricators' processing may include hand lay-up or more advanced automated lay-up ("ATL") techniques. Automated lay-up processes include automated tape lay-up, fiber placement and filament winding. These fabrication processes significantly alter the material form purchased. After the lay-up process is completed, the material is cured by the addition of heat and pressure. Cure processes typically include vacuum bag oven curing, high pressure autoclave, press forming and in some cases in-situ curing. After the part has been cured, final finishing and trimming, and assembly of the structure is performed by the fabricator. Advanced Composite Materials - Products The products manufactured by the Company are primarily thermoset curing prepregs. By analyzing the needs of the markets in which it participates, and working with its customers, the Company has developed proprietary resin formulations to suit the needs of its markets. The complex process of developing resin formulations and selecting the proper reinforcement is accomplished through a collaborative effort of the Company's research and development resources working with the customers' technical staff. The Company focuses on developing a thorough understanding of its customers' businesses, product lines, processes and technical challenges. The Company believes that it develops innovative solutions which utilize technologically advanced materials and concepts for its customers. The Company's advanced composite materials products include prepregs manufactured from proprietary formulations using modified epoxies, phenolics, polyesters, cyanate esters, bismalimides, polyimides combined with woven, non-woven, and unidirectional reinforcements. Reinforcement materials used to produce the Company's products include polyacrylonitrile ("PAN") and pitch based carbons, aramids, E-glass, S2 glass, polyester, quartz and rayon. The Company also sells certain specialty fabrics, such as Raycarb C2, a carbonized rayon fabric produced by Snecma Propulsion Solide and used mainly in the rocket motor industry. Advanced Composite Materials - Customers and End Markets The Company's advanced composite materials customers, the majority of which are located in the United States, include manufacturers in the aerospace, rocket motor, electronics, radio frequency ("RF"), marine and specialty industrial markets. The Company's materials are marketed by sales personnel including both salaried employees and independent sales representatives who work on a commission basis. While no single advanced composite materials customer accounted for 10% or more of the Company's total sales during either of the last two fiscal years, the loss of a major customer or of a group of some of the largest customers of the advanced composite materials business could have a material adverse effect upon the Company's advanced composite materials business. The Company's aerospace customers are fabricators of aircraft composite hardware. The Company's advanced composite materials are used to produce primary and secondary structures, aircraft interiors, and various other aircraft components. The majority of the Company's customers for aerospace materials do not produce hardware for commercial aircraft, but for the general and corporate aviation, kit aircraft and military segments. The majority of the Company's customers for aerospace products are in the United States and Europe. 14 Customers for the Company's rocket motor materials include United States defense prime contractors and subcontractors. These customers fabricate rocket motors for heavy lift space launchers, strategic defense weapons, tactical motors and various other applications. The Company's materials are used to produce heat shields, exhaust gas management devices, and insulative and ablative nozzle components. Rocket motors are primarily used for commercial and military space launch, and for tactical and strategic weapons. The Company also has customers for these materials outside of the United States. The Company also sells composite materials for use in RF electrical applications. Customers buying these materials typically fabricate antennas and radomes engineered to preserve electrical signal integrity. A radome is a protective cover over an electrical antenna or signal generator. The radome is designed to minimize signal loss and distortion. Customers for these products are primarily in the United States and Europe. Advanced Composite Materials - Manufacturing The Company's manufacturing facility for advanced composite materials is currently located in Waterbury, Connecticut. The Company also produces some products through the use of toll coating services at other locations in North America. In the 2006 fiscal year, the Company installed an additional large treater at its advanced composite materials facility in Waterbury, Connecticut, which has significantly increased Nelcote's treating capacity. In the third quarter of the 2007 fiscal year, the Company acquired a facility in Singapore which the Company is modifying and expanding for use as a new advanced composites manufacturing plant. In addition, the Company is in the final stages of planning the construction of a new plant in the United States to produce advanced composite materials principally for the aerospace industry. The process for manufacturing composite materials is capital intensive and requires sophisticated equipment, significant technical know-how and very tight process control. The key steps used in the manufacturing process include chemical reactors, resin mixing, reinforcement impregnation, and in some cases resin film casting, and solvent drying processes. Prepreg is manufactured by the Company using either solvent (solution) coating methods on a treater or by hot melt impregnation. A treater is a roll-to-roll continuous process machine which sequences reinforcement through tension controllers and combines solvated resin with the reinforcement. The reinforcement is dipped in resin, passed through a drying oven which removes the solvent and advances (or partially cures) the resin. The prepreg material is interleafed with a carrier and cut to the roll lengths desired by the customer. The Company also manufactures prepreg using hot melt impregnation methods which use no solvent. Hot melt prepreg manufacturing is achieved by mixing a resin formulation in a heated resin vessel, casting a thin film on a carrier paper, and laminating the reinforcement with the resin film. The Company also completes additional processing services, such as slitting, sheeting, biasing, sewing and cutting, if needed by the customer. Many of the products manufactured by the Company also undergo extensive testing of the chemical, physical and mechanical properties of the product. These testing requirements are completed in the laboratories and facilities located at the Company's manufacturing facility. The Company's laboratories have been approved by several aerospace contractors. After all the processing has been completed, the product is inspected and packaged for shipment to the customer. The Company typically supplies final product to the customer in roll or sheet form. 15 Advanced Composite Materials - Materials and Sources of Supply The Company designs and manufactures its advanced composite materials to its own specifications and to the specifications of its customers. Product development efforts are focused on developing prepreg materials that meet the specifications of the customers. The materials used in the manufacture of these engineered materials include graphite and carbon fibers and fabrics, Kevlar(R), quartz, fiberglass, polyester, specialty chemicals, resins, films, plastics, adhesives and certain other synthetic materials. The Company purchases these materials from several suppliers. Substitutes for many of these materials are not readily available, and demand has increased for certain materials, such as carbon fiber during the 2006 and 2005 fiscal years. The supply of certain materials was limited during the 2006 and 2005 fiscal years, but such limitation did not have a material adverse effect on the Company's advanced composite materials business. The Company is working globally to determine acceptable alternatives for several raw materials with limited availability. Advanced Composite Materials - Competition The Company has many competitors in the advanced composite materials business, ranging in size from large, international corporations to small regional producers. Several of the Company's largest competitors are vertically integrated. Some of the Company's competitors may also serve as a supplier to the Company. The Company competes for business on the basis of responsiveness, product performance, innovative new product development, product qualification listing and price. 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 April 29, 2007, the unfilled portion of all purchase orders received by the Company and believed by it to be firm was approximately $9,458,000, compared to $7,401,000 at April 30, 2006. 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 February 25, 2007. 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 February 25, 2007, the Company had approximately 950 employees. Of these employees, 840 were engaged in the Company's printed circuit materials operations, 70 in its advanced composite materials operations and 40 consisted of executive personnel and general administrative staff. None of the Company's employees are subject to a collective bargaining agreement. However, the non-executive employees of the Company's Neltec Europe SAS subsidiary in France are represented by the trade union which represents all non-executive employees in the industrial sector to which Neltec Europe belongs. Management considers its employee relations to be good. 16 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 environmental control facilities for its existing manufacturing operations during the remainder of its current fiscal year or its succeeding fiscal year. However, developments, such as the enactment or adoption of even more stringent environmental laws and regulations, could conceivably result in substantial additional costs to the Company. The Company and certain of its subsidiaries have been named by the Environmental Protection Agency (the "EPA") or a comparable state agency under the Comprehensive Environmental Response, Compensation and Liability Act (the "Superfund Act") or similar state law as potentially responsible parties in connection with alleged releases of hazardous substances at nine sites. In addition, a subsidiary of the Company has received cost recovery claims under the Superfund Act from other private parties involving one other site and has received requests from the EPA under the Superfund Act for information with respect to its involvement at three other sites. Under the Superfund Act and similar state laws, all parties who may have contributed any waste to a hazardous waste disposal site or contaminated area identified by the EPA or comparable state agency may be jointly and severally liable for the cost of cleanup. Generally, these sites are locations at which numerous persons disposed of hazardous waste. In the case of the Company's subsidiaries, generally the waste was removed from their manufacturing facilities and disposed at the waste sites by various companies which contracted with the subsidiaries to provide waste disposal services. Neither the Company nor any of its subsidiaries have been accused of or charged with any wrongdoing or illegal acts in connection with any such sites. The Company believes it maintains an effective and comprehensive environmental compliance program. Management believes the ultimate disposition of known environmental matters will not have a material adverse effect upon the Company. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Environmental Matters" included in Item 7 of Part II of this Report and Note 16 of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report. ITEM 1A. RISK FACTORS. The business of the Company faces numerous risks, including those set forth below or those described elsewhere in this Form 10-K Annual Report or in the Company's other filings with the Securities and Exchange Commission. The risks described below are not the only risks that the Company faces, nor are they necessarily listed in order of significance. Other risks and uncertainties may also affect the Company's business. Any of these risks may have a material adverse effect on the Company's business, financial condition, results of operations and cash flow. The industries in which the Company operates are undergoing technological changes, and the Company's business could suffer if the Company is unable to adjust to these changes. 17 The Company's operating results could be negatively affected by the Company's inability to maintain and increase its technological and manufacturing capability and expertise. Rapid technological advances in semiconductors and electronic equipment have placed rigorous demands on the printed circuit materials manufactured by the Company and used in printed circuit board production. The industries in which the Company operates are very competitive. Certain of the Company's principal competitors are substantially larger and have greater financial resources than the Company, and the Company's operating results will be affected by its ability to maintain its competitive positions in these industries. The printed circuit materials and advanced composite materials industries are intensely competitive and the Company competes worldwide in the markets for such materials. The Company is vulnerable to an increase in the cost of gas or electricity. Changes in the cost or availability of gas or electricity could materially increase the Company's cost of operations. The Company's production processes require the use of substantial amounts of gas and electricity, the cost and available supply of which are beyond the control of the Company. The Company is vulnerable to an increase in the price of certain raw materials. There are a limited number of qualified suppliers of the principal materials used by the Company in its manufacture of printed circuit materials and advanced composite materials products. Substitutes for these materials are not readily available, and in the past there have been shortages in the market for certain of these materials. These shortages could materially increase the Company's cost of operations. The Company's customer base is highly concentrated, and the loss of one or more customers could affect the Company's business. A loss of one or more key customers could affect the Company's profitability. The Company's customer base is concentrated, in part, because the Company's business strategy has been to develop long-term relationships with a select group of customers. During the Company's fiscal year ended February 25, 2007, the Company's ten largest customers accounted for approximately 73% of net sales. The Company expects that sales to a relatively small number of customers will continue to account for a significant portion of its net sales for the foreseeable future. See "Business--Printed Circuit Materials--Customers and End Markets" and "Business--Advanced Composite Materials--Customers and End Markets" in Item 1 of Part I of this Report. The Company's business is dependent on the electronics industry which is cyclical in nature. The electronics industry is cyclical and has experienced recurring downturns. The downturns, such as occurred in the electronics industry during the first quarter of the Company's fiscal year ended March 2, 1997 and in the first quarter of the Company's fiscal year ended March 3, 2002, and which continues to a lesser extent at the present time, can be unexpected and have often reduced demand for, and prices of, printed circuit materials and advanced composite materials. This potential reduction in demand and prices could have a negative impact on the Company's business. 18 The Company relies on short-term orders from its customers. A variety of conditions, both specific to the individual customer and generally affecting the customer's industry, can cause a customer to reduce or delay orders previously anticipated by the Company, which could negatively impact the Company's business. The Company typically does not obtain long-term purchase orders or commitments. Instead, it relies primarily on continual communication with its customers to anticipate the future volume of purchase orders. The Company faces extensive capital expenditure costs. The Company's business is capital intensive and, in addition, the introduction of new technologies could substantially increase the Company's capital expenditures. In order to remain competitive the Company must continue to make significant investments in capital equipment and expansion of operations, which could affect the Company's results of operations. The Company's international operations are subject to different and additional risks than the Company's domestic operations. The Company's international operations are subject to various risks, including unexpected changes in regulatory requirements, foreign currency exchange rates, tariffs and other barriers, political and economic instability, potentially adverse tax consequences, and any impact on economic and financial conditions around the world resulting from geopolitical conflicts or acts of terrorism, all of which could negatively impact the Company's business. A portion of the sales and costs of the Company's international operations are denominated in currencies other than the U.S. dollar and may be affected by fluctuations in currency exchange rates. The Company is subject to a variety of environmental regulations. The Company's production processes require the use, storage, treatment and disposal of certain materials which are considered hazardous under applicable environmental laws, and the Company is subject to a variety of regulatory requirements relating to the handling of such materials and the release of emissions and effluents into the environment, non-compliance with which could have a negative impact on the Company. Other possible developments, such as the enactment or adoption of additional environmental laws, could result in substantial costs to the Company. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 19 ITEM 2. PROPERTIES. Set forth below are the locations of the significant properties owned and leased by the Company, the businesses which use the properties, and the size of each such property. All of such properties, except for the Melville, New York property, are used principally as manufacturing and warehouse facilities. Size Owned or (Square Location Leased Use Footage) ------------------ ------------ ---------------------- ------------ Melville, NY Leased Administrative Offices 8,000 Newburgh, NY Leased Electronic Materials 171,000 Fullerton, CA Leased Electronic Materials 95,000 Anaheim, CA Leased Electronic Materials 26,000 Tempe, AZ Leased Electronic Materials 87,000 Mirebeau, France Owned Electronic Materials 81,000 Lannemezan, France Owned Electronic Materials 29,000 Singapore Leased Electronic Materials 128,000 Zhuhai, China Leased Electronic Materials 40,000 Waterbury, CT Leased Advanced Composites 100,000 Singapore Leased Advanced Composites 24,000 The electronic materials facility in Zhuhai, China has been constructed and equipped but is not yet operating. The advanced composites facility in Singapore has been recently acquired by the Company and is currently being renovated and expanded for use by the Company as an advanced composites manufacturing facility. The Company believes its facilities and equipment to be in good condition and reasonably suited and adequate for its current needs. During the 2007 and 2006 fiscal years, certain of the Company's printed circuit materials manufacturing facilities were utilized at less than 50% of their designed capacity. ITEM 3. LEGAL PROCEEDINGS. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None EXECUTIVE OFFICERS OF THE REGISTRANT. Name Title Age ------------------- ------------------------------------------ -------- Brian E. Shore Chief Executive Officer, President and a Director 55 James L. Zerby Vice President and Chief Financial Officer 64 Stephen E. Gilhuley Executive Vice President, Secretary and General Counsel 62 James W. Kelly Vice President, Taxes and Planning 50 Anthony W. DiGaudio Vice President of Marketing and Sales 37 Louis J. Stans Vice President of Engineering and Quality and Research and Development 60 20 Mr. Shore has served as a Director of the Company since 1983 and as Chairman of the Board of Directors since July 2004. He was elected a Vice President of the Company in January 1993, Executive Vice President in May 1994, President in March 1996, and Chief Executive Officer in November 1996. Mr. Shore also served as General Counsel of the Company from April 1988 until April 1994. Mr. Zerby was appointed Vice President and Controller of the Company on July 24, 2006, and he was elected Vice President and Chief Financial Officer on October 24, 2006. Prior to joining Park, Mr. Zerby was Chief Financial Officer of Photocircuits Corporation, a manufacturer of printed circuit boards, in Glen Cove, New York from 1991 to March 2006. Mr. Gilhuley has been General Counsel of the Company since April 1994 and Secretary since July 1996. He was elected a Senior Vice President in March 2001 and Executive Vice President on October 24, 2006. Mr. Kelly was elected Vice President, Taxes and Planning of Park in March 2001. He had been Director of Taxes of the Company since May 1997. Mr. DiGaudio joined the Company as a Product Director in May 2002, was promoted to Vice President of Quality in May 2004 and was promoted to Vice President of Sales effective June 13, 2005. He was appointed Vice President of Marketing in June 2006 in addition to the position of Vice President of Sales. For several years prior to joining Park, Mr. DiGaudio was Technical Manager for Metro Circuits, Division of PJC Technologies, Inc. in Rochester, New York. Mr. Stans was appointed Vice President of Engineering of the Company in December 2004, and he was also appointed to the position of Vice President of Quality in October 2005. He was appointed Vice President of Research and Development in January 2007 in addition to the positions of Vice President of Engineering and Vice President of Quality. Prior to joining Park, Mr. Stans had been Director of Technology and Engineering at Photocircuits Corporation, a major printed circuit board manufacturer, since 1990. There are no family relationships between the directors or executive officers of the Company. Each executive officer of the Company serves at the pleasure of the Board of Directors of the Company. 21 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. The Company's Common Stock is listed and trades on the New York Stock Exchange (trading symbol PKE). (The Common Stock also trades on the Midwest Stock Exchange.) The following table sets forth, for each of the quarterly periods indicated, the high and low sales prices for the Common Stock as reported on the New York Stock Exchange Composite Tape and dividends declared on the Common Stock. Stock Price For the Fiscal Year ----------------------- Dividends Ended February 25, 2007 High Low Declared ----------------------- ---------- ---------- ---------- First Quarter $ 36.45 $ 28.05 $ .08 Second Quarter 34.29 23.05 $ 1.08(a) Third Quarter 33.70 25.40 $ .08 Fourth Quarter 33.50 24.72 $ .08 Stock Price For the Fiscal Year ----------------------- Dividends Ended February 26, 2006 High Low Declared ----------------------- ---------- ---------- ---------- First Quarter $ 23.20 $ 19.07 $ .08 Second Quarter 27.52 22.81 $ .08 Third Quarter 26.98 23.75 $ 1.08(b) Fourth Quarter 29.75 22.63 $ .08 (a) During the 2007 fiscal year second quarter, the Company declared its regular quarterly cash dividend of $0.08 per share in June 2006, and in July 2006 the Company announced that its Board of Directors had declared a one-time, special cash dividend of $1.00 per share, payable August 22, 2006 to stockholders of record on August 1, 2006. (b) During the 2006 fiscal year third quarter, the Company declared its regular quarterly cash dividend of $0.08 per share in September 2005, and in October 2005 the Company announced that its Board of Directors had declared a one-time, special cash dividend of $1.00 per share, payable December 15, 2005 to stockholders of record on November 15, 2005. As of May 4, 2007, there were approximately 930 holders of record of Common Stock. The Company expects, for the immediate future, to continue to pay regular cash dividends. 22 The following table provides information with respect to shares of the Company's Common Stock acquired by the Company during each month included in the Company's 2007 fiscal year fourth quarter ended February 25, 2007.
Maximum Number (or Total Number of Approximate Dollar Shares (or Value) of Shares Total Units) Purchased or Units) that Number of Average As Part of May Yet Be Shares (or Price Paid Publicly Purchased Under Units) Per Share Announced Plans The Plans or Period Purchased (or Unit) or Programs Programs ----------------------- ---------- ----------- ---------------- ------------------ November 27 - December 31 0 - 0 January 1-28 0 - 0 January 29 - February 25 0 - 0 Total 0 - 0 2,000,000(a)
(a) Aggregate number of shares available to be purchased by the Company pursuant to a share purchase authorization announced on October 20, 2004. Pursuant to such authorization, the Company is authorized to purchase its shares from time to time on the open market or in privately negotiated transactions. ITEM 6. SELECTED FINANCIAL DATA. The following selected consolidated financial data of Park and its subsidiaries is qualified by reference to, and should be read in conjunction with, the Consolidated Financial Statements, related Notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere herein. Insofar as such consolidated financial information relates to the five fiscal years ended February 25, 2007 and is as of the end of such periods, it is derived from the Consolidated Financial Statements for the three fiscal years ended February 25, 2007 and as of such dates audited by Grant Thornton LLP, independent auditor, and from the Consolidated Financial Statements for the two fiscal years ended February 29, 2004 and as of such dates audited by Ernst & Young LLP, independent auditor. The Consolidated Financial Statements as of February 25, 2007 and February 26, 2006 and for the three years ended February 25, 2007, together with the independent auditor's report for the three years ended February 25, 2007, appear in Item 8 of Part II of this Report. 23
Fiscal Year Ended ------------------------------------------------------------------------ (In thousands, except per share amounts) February 25, February 26, February 27, February 29, March 2, 2007 2006 2005 2004 2003 ------------ ------------ ------------ ------------ ------------ STATEMENTS OF EARNINGS INFORMATION: Net sales $ 257,377 $ 222,251 $ 211,187 $ 194,236 $ 195,578 Cost of sales 193,270 167,650 167,937 161,536 168,921 ------------ ------------ ------------ ------------ ------------ Gross profit 64,107 54,601 43,250 32,700 26,657 Selling, general and administrative expenses 26,682 25,129 26,960 27,962 27,157 Insurance arrangement termination charge 1,316 - - - - Asset impairment charge - 2,280 - - 49,035 Restructuring and severance charges (Note 11) - 889 625 8,469 4,794 Gain on insurance settlement (Note 12) - - (4,745) - - Gain on sale of DPI - - - - (3,170) Gain on sale of UK real estate - - - (429) - Gain on Delco lawsuit - - - (33,088) - ------------ ------------ ------------ ------------ ------------ Earnings (loss) from operations 36,109 26,303 20,410 29,786 (51,159) Interest and other income, net 8,033 6,056 3,386 2,958 3,260 ------------ ------------ ------------ ------------ ------------ Earnings (loss) from continuing operations before income taxes 44,142 32,359 23,796 32,744 (47,899) Income tax provision (benefit) from continuing operations 4,351 5,484 2,191 2,835 (4,035) ------------ ------------ ------------ ------------ ------------ Earnings (loss) from continuing operations 39,791 26,875 21,605 29,909 (43,864) Loss from discontinued operations, net of taxes (Note 10) - - - (33,761) (6,895) ------------ ------------ ------------ ------------ ------------ Net earnings (loss) $ 39,791 $ 26,875 $ 21,605 $ (3,852) $ (50,759) ============ ============ ============ ============ ============ Basic earnings (loss) per share: Earnings (loss) from continuing operations $ 1.97 $ 1.34 $ 1.09 $ 1.51 $ (2.23) Loss from discontinued operations, net of tax - - - (1.71) (0.35) ------------ ------------ ------------ ------------ ------------ Basic earnings (loss) per share $ 1.97 $ 1.34 $ 1.09 $ (0.20) $ (2.58) ============ ============ ============ ============ ============ Diluted earnings (loss) per share: Earnings (loss) from continuing operations $ 1.96 $ 1.33 $ 1.08 $ 1.50 $ (2.23) Loss from discontinued operations, net of tax - - - (1.69) (0.35) ------------ ------------ ------------ ------------ ------------ Diluted earnings (loss) per share $ 1.96 $ 1.33 $ 1.08 $ (0.19) $ (2.58) ============ ============ ============ ============ ============ Cash dividends per common share $ 1.32 $ 1.32 $ 1.26 $ 0.24 $ 0.24 ============ ============ ============ ============ ============ Weighted average number of common shares outstanding: Basic 20,175 20,047 19,879 19,754 19,674 Diluted 20,317 20,210 20,075 19,991 19,674 BALANCE SHEET INFORMATION: Working capital $ 233,767 $ 214,934 $ 206,714 $ 197,453 $ 170,274 Total assets 321,922 311,312 307,311 311,070 301,542 Long-term debt - - - - - Stockholders' equity 264,167 245,423 242,857 243,896 245,701 See Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
24 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. General: Park is a global advanced materials company which develops, manufactures and markets high technology digital and RF/microwave printed circuit materials and advanced composite materials principally for the telecommunications and internet infrastructure, high-end computing and aerospace markets. The Company's manufacturing facilities are located in Singapore, China, France, Connecticut, New York, Arizona and California. The Company's products are marketed and sold under the Nelco(R) and Nelcote(TM) names. The global electronics manufacturing industry, which had become extremely and unsustainably overheated in the 1990s and into calendar year 2000, collapsed in calendar year 2001, and has not recovered since that collapse. The Company believes that the industry has become a mature industry, and the Company does not expect significant non-cyclical, sustainable growth from that industry in the future. The Company's net sales increased in the fiscal year ended February 25, 2007 compared with the fiscal year ended February 26, 2006 as a result of increases in sales of the Company's printed circuit materials in North America and Asia and increases in sales of the Company's advanced composite materials, and the Company achieved higher operating profits and higher net earnings in the 2007 fiscal year compared with the 2006 fiscal year. The Company's net earnings for the fiscal year ended February 25, 2007 were increased by a tax benefit of $0.7 million recorded by the Company in the 2007 fiscal year fourth quarter relating to the recognition of tax credits resulting from operating losses sustained in prior years in France and by tax benefits recognized by the Company in the 2007 fiscal year second quarter of $3.5 million relating to the elimination of certain valuation allowances previously established relating to deferred tax assets in the United States, $1.4 million relating to the elimination of reserves no longer required as the result of the completion of a tax audit and $0.5 relating to the termination of a life insurance arrangement with Jerry Shore, the Company's founder and former Chairman, President and Chief Executive Officer, and such net earnings were reduced by a pre-tax charge of $1.3 million recorded by the Company in the 2007 fiscal year second quarter relating to the termination of such insurance arrangement. The Company's net earnings for the fiscal year ended February 26, 2006 were reduced by a tax charge of $3.1 million recorded in the fourth quarter in connection with the repatriation of approximately $70 million of accumulated earnings and profits of the Company's Nelco Products Pte. Ltd. subsidiary in Singapore, a pre-tax asset impairment charge of $2.3 million recorded in the fourth quarter for the write-off of construction costs related to the installation of a treater at the Company's Neltec Europe SAS facility in Mirebeau, France and a pre-tax employment termination benefits charge of $0.9 million related to a workforce reduction at the Company's Neltec Europe SAS facility recorded in the 2006 fiscal year first quarter, and such net earnings were increased by a tax benefit of $1.5 million recognized by the Company in the 2006 fiscal year third quarter relating to the elimination of valuation allowances against deferred tax assets recorded in the United States in prior periods. 25 The improvement in the Company's operating performance during the 2007 fiscal year was attributable principally to increases in total sales of the Company's printed circuit materials products and higher percentages of sales of higher margin, high performance printed circuit materials products. This improvement occurred in spite of significant increases in the cost of copper foil, one of the Company's primary raw materials, during the first and second quarters of the 2007 fiscal year, as the Company was able to pass a substantial portion of such increases through to its customers in the second, third and fourth quarters of the 2007 fiscal year. The condition of the global markets for the Company's printed circuit materials products improved in the second half of the 2006 fiscal year; and that improvement continued in the first nine months of the 2007 fiscal year, although such markets weakened in the 2007 fiscal year fourth quarter. Consequently, sales of the Company's printed circuit materials products increased in the 2007 fiscal year compared to the 2006 fiscal year. However, the weakness that occurred in the markets for the Company's printed circuit materials products in the 2007 fiscal year fourth quarter has continued into the 2008 fiscal year first quarter. The markets for the Company's advanced composite materials products continued to be strong during the 2007 fiscal year, and sales of the Company's advanced composite materials products increased in the 2007 fiscal year compared to the prior fiscal year. The global markets for the Company's printed circuit materials continue to be very difficult to forecast, and it is not clear to the Company what the condition of the global markets for the Company's printed circuit materials will be in the 2008 fiscal year. The Company believes that the markets for its advanced composite materials will continue to be strong during the 2008 fiscal year. In the first quarter of the 2007 fiscal year, the Company completed the construction of a new manufacturing facility in the Zhuhai Free Trade Zone in Guangdong Province in southern China to support the demand for advanced printed circuit materials in China, and the Company is in the process of equipment testing, employee training and internal and external qualifications for the facility. In addition, the Company upgraded its printed circuit materials treating operation in Singapore during the 2007 fiscal year third quarter so that such operation is capable of treating the Company's full line of advanced printed circuit materials in Singapore, except polytetrafluoroethylene ("PTFE") materials, and during the 2005 fiscal year, the Company installed one of its latest generation, high-technology treaters in its newly expanded facility in Singapore. In the third quarter of the 2007 fiscal year, the Company acquired a facility in Singapore which the Company is modifying and expanding for use as a new advanced composites manufacturing plant. The Company is also in the final stages of planning the construction of a new plant in the Untied States to produce advanced composite materials principally for the aerospace industry. In addition, during the 2006 fiscal year second quarter, the Company completed the installation of an additional large treater at its advanced composite materials facility in Waterbury, Connecticut, which has significantly increased the treating capacity of that facility. While the Company continued to expand and invest in its business during the 2007 and 2006 fiscal years, it made additional adjustments to one of its operations, which resulted in a workforce reduction. In the 2006 fiscal year first and second quarters, the Company reduced the size of the workforce at 26 its Neltec Europe SAS subsidiary in Mirebeau, France as a result of further deterioration of the European market for high-technology printed circuit materials, and it recorded an employment termination benefits charge of $1.1 million during the 2006 fiscal year first quarter, $0.2 million of which was reversed in the 2006 fiscal year fourth quarter. In addition, during the 2005 fiscal year, the Company reduced the sizes of the workforces at its North American and European printed circuit materials operations, as a result of which the Company recorded pre-tax charges of $0.6 million in the 2005 fiscal year third quarter. In the 2005 fiscal year third quarter, the Company also settled an insurance claim for property and business interruption losses sustained by the Company in Singapore as a result of an explosion in one of the four treaters located at its Nelco manufacturing facility in Singapore and recorded a pre-tax gain of $4.7 million as a result of the settlement. The Company believes that an evaluation of its ongoing operations would be difficult if the disclosure of its financial results were limited to generally accepted accounting principles ("GAAP") financial measures, which include special items, such as the tax benefits, the earnings repatriation tax charge, the asset impairment charge, the insurance arrangement termination charge and the employment termination benefits charge in the 2007 and 2006 fiscal years. Accordingly, in addition to disclosing its financial results determined in accordance with GAAP, the Company discloses non-GAAP operating results that exclude special items in order to assist its shareholders and other readers in assessing the Company's operating performance, since the Company's on-going, normal business operations do not include such special items. Such non-GAAP financial measures are provided to supplement the results provided in accordance with GAAP. Fiscal Year 2007 Compared with Fiscal Year 2006: The Company's sales of both its printed circuit materials and its advanced composite materials increased in the fiscal year ended February 25, 2007 compared to the fiscal year ended February 26, 2006, following increases in such sales in the 2006 fiscal year compared to the 2005 fiscal year. The increased sales in the 2007 fiscal year and a slight improvement in the Company's gross profit margin in the 2007 fiscal year, following substantial improvements in the 2006 fiscal year compared to the 2005 fiscal year and in the 2005 fiscal year compared to the 2004 fiscal year, enabled the Company's operations to generate a larger gross profit than in the prior fiscal year. The Company's gross profit in the 2007 fiscal year was substantially higher than the gross profit in the prior fiscal year primarily as a result of increased total sales of printed circuit materials products and higher percentages of sales by the Company of its higher margin, high performance printed circuit materials products. Sales of the Company's advanced composite materials products also increased during the 2007 fiscal year primarily as a result of the strength of the aerospace markets for advanced composite materials. Sales of advanced composite materials were 8% of the Company's total net sales worldwide in the 2007 and 2006 fiscal years. The Company's financial results of operations were enhanced by the tax benefit of $0.7 million recorded by the Company in the 2007 fiscal year fourth quarter for the recognition of tax credits resulting from operating losses sustained in prior years in France and by the tax benefits recorded in 27 the 2007 fiscal year second quarter of $3.5 million relating to the elimination of certain valuation allowances previously established related to deferred tax assets in the United States, $1.4 million relating to the elimination of reserves no longer required as the result of the completion of a tax audit and $0.5 million relating to the termination of a life insurance agreement with Jerry Shore, the Company's founder and former Chairman, President and Chief Executive Officer, which benefits were partially offset by a pre-tax charge of $1.3 million in the second quarter relating to the termination of the insurance agreement with Jerry Shore. Results of Operations Net sales for the fiscal year ended February 25, 2007 increased 16% to $257.4 million from $222.3 million for the fiscal year ended February 26, 2006. The increase in net sales was the result of increased sales by the Company's operations in North America and Asia and increased sales of the Company's high technology printed circuit materials and advanced composite materials. The Company's foreign operations accounted for $117.0 million of sales, or 45% of the Company's total net sales worldwide, during the 2007 fiscal year, compared with $97.9 million of sales, or 44% of total net sales worldwide, during the 2006 fiscal year and 45% of total net sales worldwide during the 2005 fiscal year. Sales by the Company's foreign operations during the 2007 fiscal year increased 20% from the 2006 fiscal year primarily as a result of increases in sales by the Company's operations in Singapore. For the fiscal year ended February 25, 2007, the Company's sales in North America, Asia and Europe were 55%, 32% and 13%, respectively, of the Company's total net sales worldwide compared with 56%, 29% and 15% for the fiscal year ended February 26, 2006. The Company's sales in Asia increased 29%, its sales in North America increased 13% and its sales in Europe increased 1% in the 2007 fiscal year over the 2006 fiscal year. The overall gross profit as a percentage of net sales for the Company's worldwide operations improved to 24.9% during the 2007 fiscal year compared with 24.6% during the 2006 fiscal year. The improvement in the gross profit margin was attributable to increased sales and higher percentages of sales of higher margin, high performance printed circuit materials. During the fiscal year ended February 25, 2007, the Company's total net sales worldwide of high temperature printed circuit materials, which included high performance materials (non-FR4 printed circuit materials), were 97% of the Company's total net sales worldwide of printed circuit materials, compared with 96% for last fiscal year. The Company's high temperature printed circuit materials include its high performance materials (non-FR4 printed circuit materials), which consist of high-speed, low-loss materials for digital and RF/microwave applications requiring lead-free compatibility, high bandwidth signal integrity, bismalimide triazine("BT") materials, polyimides for applications that demand extremely high thermal performance, cyanate esters, and polytetrafluoroethylene ("PTFE") materials for RF/microwave systems that operate at frequencies up to 77GHz. During the fiscal year ended February 25, 2007, the Company's total net sales worldwide of high performance printed circuit materials (non-FR4 printed circuit materials) were 42% of the Company's total net sales worldwide of printed circuit materials, compared with 39% for last fiscal year. 28 The Company's cost of sales increased by 15% in the 2007 fiscal year from the 2006 fiscal year as a result of higher sales and higher production volumes in the 2007 fiscal year than in the 2006 fiscal year and as a result of significant increases in the cost of copper foil, although a substantial portion of the increases in the cost of copper foil was passed on to customers. However, the Company's cost of sales as a percentage of net sales decreased slightly in the 2007 fiscal year compared to the prior year resulting in a slight gross profit percentage improvement, which was attributable to cost containment measures implemented by the Company, including workforce reductions. Selling, general and administrative expenses increased by $1.6 million, or by 6%, during the 2007 fiscal year compared with the 2006 fiscal year as a result of higher sales in the 2007 fiscal year, but these expenses, measured as a percentage of sales, were 10.4% during the 2007 fiscal year compared with 11.3% during the 2006 fiscal year. Selling, general and administrative expenses included $1.3 million for the 2007 fiscal year for stock option expenses, which the Company recorded pursuant to Statement of Financial Accounting Standards 123(R). No such stock option expenses were recorded in the 2006 and 2005 fiscal years, prior to the adoption of Statement of Financial Accounting Standards 123(R). In the 2007 fiscal year fourth quarter, the Company recorded a tax benefit of $0.7 million relating to the recognition of tax credits resulting from operating losses sustained in prior years in France. In the 2007 fiscal year second quarter, the Company recorded a pre-tax charge of $1.3 million in connection with the termination of a life insurance arrangement with Jerry Shore, the Company's founder and former Chairman, President and Chief Executive Officer, and recognized a tax benefit of $0.5 million relating to this insurance termination charge. The termination of the insurance arrangement involved a payment of $1.3 million by the Company to Mr. Shore in January 2007, which resulted in a net cash cost to the Company of $0.7 million, after the Company's receipt of a portion of the cash surrender value of the insurance policies. During the 2007 fiscal year second quarter, the Company also recognized a tax benefit of $3.5 million relating to the elimination of certain valuation allowances previously established relating to deferred tax assets in the United States and a tax benefit of $1.4 million relating to the elimination of reserves no longer required as the result of the completion of a tax audit. In the 2006 fiscal year fourth quarter, the Company recorded a tax charge of $3.1 million in connection with the repatriation of approximately $70 million of accumulated earnings and profits of its subsidiary in Singapore, a benefit of $0.2 million resulting from the reversal of a portion of the $1.1 charge in the 2006 fiscal year first quarter for employment termination benefits relating to a workforce reduction at the Company's Neltec Europe SAS facility in France and an asset impairment charge of $2.3 million for the write-off of construction costs related to the installation of an advanced high-speed treater at the Company's Neltec Europe SAS facility in Mirebeau, France. The treater, which was installed at the Neltec Europe facility when the business environment in Europe was more suited for such a treater, has been moved to the Company's manufacturing facility in Singapore. In the 2006 fiscal year third quarter, the Company recognized a tax benefit of $1.5 million relating to the elimination of certain valuation allowances previously established related to deferred tax assets in the United States in prior periods; and in the 2006 fiscal year first quarter, the Company recorded a charge of $1.1 million, for which there was no tax benefit, for employment termination benefits resulting from a workforce reduction at its Neltec Europe SAS facility in France, which was partially offset by a reversal of $0.2 million in the 2006 fiscal year fourth quarter. 29 For the reasons set forth above, the Company's earnings from operations for the 2007 fiscal year, including the charge described above relating to the termination of the life insurance arrangement, were $36.1 million compared to earnings from operations for the 2006 fiscal year, including the net charge described above for employment termination benefits resulting from a workforce reduction in France and the asset impairment charge described above for the write-off of construction costs related to the installation of a treater in France, were $26.3 million. The net impacts of the charges described above were to decrease earnings from operations by $1.3 million for the 2007 fiscal year and to decrease earnings from operations by $3.2 million for the 2006 fiscal year. Interest and other income, net, principally investment income, increased 33% to $8.0 million for the 2007 fiscal year from $6.1 million for the 2006 fiscal year. The increase in investment income was attributable to higher prevailing interest rates and larger amounts of cash available for investment during the 2007 fiscal year. The Company's investments were primarily in short-term taxable instruments. The Company incurred no interest expense during the 2007, 2006 or 2005 fiscal years. See "Liquidity and Capital Resources" elsewhere in this Item 7. The Company's effective income tax rate was 9.9% for the 2007 fiscal year compared to 17.0% for the 2006 fiscal year. The Company's effective income tax rate for continuing operations, excluding the tax benefits and the charges described above, for the 2007 fiscal year was 23.0% compared to 11.0% for the 2006 fiscal year. The Company's net earnings for the 2007 fiscal year, including the tax benefits described above relating to the recognition of tax credits in France, the termination of the life insurance arrangement, the elimination of certain valuation allowances and the elimination of reserves no longer required and the charge described above relating to the termination of the life insurance arrangement, were $39.8 million compared to net earnings for the 2006 fiscal year, including the tax charge described above in connection with the repatriation of foreign earnings, the asset impairment and net employment termination benefits charges described above and the tax benefit described above related to the elimination of valuation allowances, were $26.9 million. The net impacts of the charges and tax benefits described above were to increase net earnings by $4.8 million for the 2007 fiscal year and to decrease net earnings by $4.8 million for the 2006 fiscal year. Basic and diluted earnings per share, including the charge and tax benefits described above, were $1.97 and $1.96 per share, respectively, for the 2007 fiscal year compared to basic and diluted earnings per share of $1.34 and $1.33 per share, respectively, including the charges and tax benefit described above, for the 2006 fiscal year. The net impacts of the charges and tax benefits described above were to increase the basic and diluted earnings per share by $0.24 for the 2007 fiscal year and to decrease the basic and diluted earnings per share by $0.24 for the 2006 fiscal year. Fiscal Year 2006 Compared with Fiscal Year 2005: The Company's sales of both its printed circuit materials and its advanced composite materials increased in the fiscal year ended February 26, 2006 compared to the fiscal year ended February 27, 2005, following increases in such sales in the 2005 fiscal year compared to the 2004 fiscal year. 30 The increased sales in the 2006 fiscal year and a further improvement in the Company's gross profit margin in the 2006 fiscal year, following a substantial improvement in the 2005 fiscal year compared to the 2004 fiscal year, enabled the Company's operations to generate a larger gross profit than in the prior fiscal year. The Company's gross profit in the 2006 fiscal year was substantially higher than the gross profit in the prior fiscal year as a result of increased sales, the Company's reductions of its costs and expenses and higher percentages of sales by the Company of its higher margin, high technology printed circuit materials and advanced composite materials. These improvements in gross profits occurred despite the operating inefficiencies resulting from operating certain facilities at levels below their designed manufacturing capacities and the competitive pressures that existed in the 2005 fiscal year and persisted in the 2006 year. The Company's financial results of operations were adversely affected by the pre-tax asset impairment charge of $2.3 million that the Company recorded in the 2006 fiscal year fourth quarter for the write-off of construction costs related to the installation of a treater at the Company's Neltec Europe SAS facility in Mirebeau, France in a prior year, the tax charge of $3.1 million that the Company recorded in the 2006 fiscal year fourth quarter in connection with the repatriation of approximately $70 million of accumulated earnings and profits of its Nelco subsidiary in Singapore and the pre-tax charge of $1.1 million that the Company recorded in the 2006 fiscal year first quarter for employment termination benefits resulting from a workforce reduction at its Neltec Europe SAS printed circuit materials facility in Mirebeau, France, which were only partially offset by the reversal in the 2006 fiscal year fourth quarter of $0.2 million of the previous charge for employment termination benefits at Neltec Europe SAS and by the tax benefit of $1.5 million that the Company recognized in the 2006 fiscal year third quarter related to the reversal of valuation allowances against deferred tax assets previously recorded in the United States. Sales of the Company's advanced composite materials increased during the 2006 fiscal year primarily as a result of the strength of the aerospace markets for advance composite materials. Sales of advanced composite materials were 8% of the Company's total net sales worldwide in the 2006 and 2005 fiscal years. Results of Operations Net sales for the fiscal year ended February 26, 2006 increased 5% to $222.3 million from $211.2 million for the fiscal year ended February 27, 2005. The increase in net sales was the result of increased sales by the Company's operations in all regions and increased sales of the Company's high technology printed circuit materials and advanced composite materials. The Company's foreign operations accounted for $97.9 million of sales, or 44% of the Company's total net sales worldwide, during the 2006 fiscal year, compared with $94.1 million of sales, or 45% of total net sales worldwide, during the 2005 fiscal year and 45% and 40%, respectively, of total net sales worldwide from continuing operations during the 2004 and 2003 fiscal years. Sales by the Company's foreign operations during the 2006 fiscal year increased 4% from the 2005 fiscal year primarily as a result of increases in sales by the Company's operations in Singapore. 31 For the fiscal year ended February 26, 2006, the Company's sales in North America, Asia and Europe were 56%, 29% and 15%, respectively, of the Company's total net sales worldwide compared with 55%, 29% and 16% for the fiscal year ended February 27, 2005. The Company's sales in North America increased 6%, its sales in Asia increased 6% and its sales in Europe increased 1% in the 2006 fiscal year over the 2005 fiscal year. The overall gross profit as a percentage of net sales for the Company's worldwide operations improved to 24.6% during the 2006 fiscal year compared with 20.5% during the 2005 fiscal year. The improvement in the gross profit margin was attributable to increased sales, reduced operating costs resulting from the work force reduction at the Company's volume printed circuit materials operation in France in the 2006 fiscal year and the realignments of the Company's North American volume printed circuit materials operations in the 2005 and 2004 fiscal years and higher percentages of sales of higher margin, high temperature printed circuit materials. During the fiscal year ended February 26, 2006, the Company's total net sales worldwide of high temperature printed circuit materials, which included high performance materials (non-FR4 printed circuit materials), were 96% of the Company's total net sales worldwide of printed circuit materials, compared with 94% for last fiscal year. The Company's high temperature printed circuit materials include its high performance materials (non-FR4 printed circuit materials), which consist of high-speed low-loss materials for digital and RF/microwave applications requiring lead-free compatibility, high bandwidth signal integrity, bismalimide triazine ("BT") materials, polyimides for applications that demand extremely high thermal performance, cyanate esters, and polytetrafluoroethylene ("PTFE") materials for RF/microwave systems that operate at frequencies up to 77GHz. During the fiscal year ended February 26, 2006, the Company's total net sales worldwide of high performance printed circuit materials (non-FR4 printed circuit materials) were 39% of the Company's total net sales worldwide of printed circuit materials, compared with 35% for last fiscal year. The Company's cost of sales decreased slightly in the 2006 fiscal year compared to the prior fiscal year despite higher production volumes compared to the prior fiscal year, as a result of cost reduction measures implemented by the Company, including workforce reductions and the reduction of overtime. Selling, general and administrative expenses decreased during the 2006 fiscal year compared with the 2005 fiscal year, as these expenses, measured as a percentage of sales, were 11.3% during the 2006 fiscal year compared with 12.8% during the 2005 fiscal year. The decrease in selling, general and administrative expenses in the 2006 fiscal year resulted from decreases in almost all categories of expenses. In the 2006 fiscal year fourth quarter, the Company recorded a tax charge of $3.1 million in connection with the repatriation of approximately $70 million of accumulated earnings and profits of its subsidiary in Singapore, a pre-tax benefit of $0.2 million resulting from the reversal of a portion of the $1.1 pre-tax charge in the 2006 fiscal year first quarter for employment termination benefits relating to a workforce reduction at the Company's Neltec Europe SAS facility in France and an asset impairment charge of $2.3 million for the write-off of construction costs related to the installation of an advanced high-speed treater at the Company's Neltec Europe 32 SAS facility in Mirebeau, France. The treater, which was installed at the Neltec Europe facility when the business environment in Europe was more suited for such a treater, has been moved to the Company's manufacturing facility in Singapore. In the 2006 fiscal year third quarter, the Company recognized a tax benefit of $1.5 million relating to the elimination of certain valuation allowances previously established related to deferred tax assets in the United States in prior periods; and in the 2006 fiscal year first quarter, the Company recorded a charge of $1.1 million, for which there was no tax benefit, for employment termination benefits resulting from a workforce reduction at its Neltec Europe SAS facility in France, which was partially offset by a reversal of $0.2 million in the 2006 fiscal year fourth quarter. In the 2005 fiscal year third quarter, the Company recorded a gain of $4.7 million resulting from the settlement of an insurance claim for property and business interruption losses sustained by the Company in Singapore as a result of an explosion in November 2002 in one of the four treaters located at its manufacturing facility in Singapore. In the same quarter, the Company also recorded a charge of $0.6 million for employment termination benefits resulting from workforce reductions at the Company's North American and European volume printed circuit materials operations. For the reasons set forth above, the Company's earnings from operations for the 2006 fiscal year, including the net charge described above for employment termination benefits resulting from a workforce reduction in France and the asset impairment charge described above for the write-off of construction costs related to the installation of a treater in France, were $26.3 million compared with earnings from operations for the 2005 fiscal year of $20.4 million, including the gain described above resulting from the settlement of an insurance claim for property and business interruption losses sustained by the Company in Singapore and the charge described above for employment termination benefits resulting from workforce reductions at the Company's North America and European volume printed circuit materials operations. The net impacts of the charges and gain described above were to decrease earnings from operations by $3.2 million for the 2006 fiscal year and to increase earnings from operations by $4.1 million for the 2005 fiscal year. Interest and other income, net, principally investment income, increased 79% to $6.1 million for the 2006 fiscal year from $3.4 million for the 2005 fiscal year. The increase in investment income was attributable to higher prevailing interest rates and larger amounts of cash available for investment during the 2006 fiscal year. The Company's investments were primarily in short-term taxable instruments. The Company incurred no interest expense during the 2006, 2005 or 2004 fiscal years. See "Liquidity and Capital Resources" elsewhere in this Item 7. The Company's effective income tax rate was 17.0% for the 2006 fiscal year compared to 9.2% for the 2005 fiscal year. The Company's effective income tax rate, excluding the gains and the charges described above, for the 2006 fiscal year was 11.0% compared to 8.0% for the 2005 fiscal year. The Company's net earnings for the 2006 fiscal year, including the asset impairment charge and employment termination benefits charge described above and the tax charge described above in connection with the repatriation of foreign earnings and the tax benefit described above related to the 33 reversal of valuation allowances, were $26.9 million compared with net earnings for the 2005 fiscal year of $21.6 million, including the gain described above resulting from the insurance settlement and the charge described above for employment termination benefits resulting from workforce reductions. The net impacts of the charges, tax benefit and gain described above were to decrease net earnings by $4.8 million for the 2006 fiscal year and to increase net earnings by $3.5 million for the 2005 fiscal year. Basic and diluted earnings per share, including the charge and tax benefits described above, were $1.34 and $1.33 per share, respectively, for the 2006 fiscal year compared to basic and diluted earnings per share of $1.09 and $1.08 per share, respectively, including the gain and charge described above, for the 2005 fiscal year. The net impacts of the charges, tax benefit and gain described above were to decrease the basic and diluted earnings per share by $0.24 for the 2006 fiscal year and to increase the basic and diluted earnings per share by $0.18 for the 2005 fiscal year. Liquidity and Capital Resources: At February 25, 2007, the Company's cash and temporary investments (consisting of marketable securities) were $208.8 million compared with $199.7 million at February 26, 2006, the end of the Company's 2006 fiscal year. The Company's working capital (which includes cash and temporary investments) was $233.8 million at February 25, 2007 compared with $214.9 million at February 26, 2006. The increase in working capital at February 25, 2007 compared with February 26, 2006 was due principally to higher cash and temporary investments and higher accounts receivable and lower accrued liabilities and lower income taxes payable. The increase in cash and temporary investments at February 25, 2007 compared with February 26, 2006 was the result of cash provided by operating activities and higher interest and other income. Accounts receivable increased 10% at February 25, 2007 compared to February 26, 2006 primarily as a result of higher sales volumes. The 11% decrease in accrued liabilities at February 27, 2007 compared to February 26, 2006 was primarily attributable to lower liabilities for the restoration of a leased facility and for audit, legal and tax services. Income taxes payable declined 45% primarily as a result of tax payments made during the 2007 fiscal year. The Company's current ratio (the ratio of current assets to current liabilities) was 8.2 to 1 at February 25, 2007 compared with 6.6 to 1 at February 26, 2006. During the 2007 fiscal year, net earnings from the Company's operations, before depreciation and amortization, of $48.8 million and a net increase in working capital items, resulted in $35.8 million of cash provided by operating activities. This increase in cash provided by operating activities was partially offset by $26.6 million of dividends paid during the year, including a special cash dividend of $20.1 million paid during the 2007 fiscal year second quarter. Cash dividends paid were $26.5 million, including a special cash dividend of $20.1 million, during the 2006 fiscal year, and $25.1 million, including a special cash dividend of $19.9 million, during the 2005 fiscal year. Net earnings excluding $9.6 million of depreciation and amortization were $36.5 million in the 2006 fiscal year and resulted in $36.9 million of cash provided by operating activities. Net expenditures for property, plant and equipment were $3.9 million, $4.2 million, $3.3 million in the 2007, 2006 and 2005 fiscal years, respectively. 34 The Company resolved with Royal Sun & Alliance Insurance (Singapore) Limited the Company's property damage and business interruption insurance claim resulting from the explosion in a treater at the Company's subsidiary in Singapore on November 27, 2002, and the Company received $5.8 million in cash and recorded a $4.7 million pre-tax gain in the 2005 fiscal year third quarter as a result of such resolution. The Company has initiated a lawsuit against CNA Insurance Co. to resolve the Company's claim for business interruption damages in the United States resulting from the explosion. At February 25, 2007 and February 26, 2006, the Company had no long-term debt. The Company believes its financial resources will be sufficient, for the foreseeable future, to provide for continued investment in working capital and property, plant and equipment and for general corporate purposes. Such resources would also be available for purchases of the Company's common stock, appropriate acquisitions and other expansions of the Company's business. The Company is not aware of any circumstances or events that are reasonably likely to occur that could materially affect its liquidity. The Company's contractual obligations and other commercial commitments to make future payments under contracts, such as lease agreements, consist only of the operating lease commitments described in Note 15 of the Notes to Consolidated Financial Statements included elsewhere in this Report. The Company has no long-term debt, capital lease obligations, unconditional purchase obligations or other long-term obligations, standby letters of credit, guarantees, standby repurchase obligations or other commercial commitments or contingent commitments, other than two standby letters of credit in the total amount of $1.7 million to secure the Company's obligations under its workers' compensation insurance program and certain limited energy purchase contracts intended to protect the Company from increased utilities costs. As of February 25, 2007, the Company's significant contractual obligations, including payments due by fiscal year, were as follows: Contractual Obligations (Amounts in thousands)
2013 and Total 2008 2009-2010 2011-2012 thereafter ---------- ---------- ---------- ---------- ---------- Operating lease obligations $ 11,183 $ 2,029 $ 3,836 $ 2,777 $ 2,541 Purchase obligations - - - - - ---------- ---------- ---------- ---------- ---------- Total $ 11,183 $ 2,029 $ 3,836 $ 2,777 $ 2,541
Off-Balance Sheet Arrangements: The Company's liquidity is not dependent on the use of, and the Company is not engaged in, any off-balance sheet financing arrangements, such as securitization of receivables or obtaining access to assets through special purpose entities. 35 Environmental Matters: The Company is subject to various federal, state and local government requirements relating to the protection of the environment. The Company believes that, as a general matter, its policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage and that its handling, manufacture, use and disposal of hazardous or toxic substances are in accord with environmental laws and regulations. However, mainly because of past operations and operations of predecessor companies, which were generally in compliance with applicable laws at the time of the operations in question, the Company, like other companies engaged in similar businesses, is a party to claims by government agencies and third parties and has incurred remedial response and voluntary cleanup costs associated with environmental matters. Additional claims and costs involving past environmental matters may continue to arise in the future. It is the Company's policy to record appropriate liabilities for such matters when remedial efforts are probable and the costs can be reasonably estimated. In the 2007, 2006 and 2005 fiscal years, the Company charged approximately $0.0 million, $(0.6) million, $0.0 million, respectively, against pre-tax income for remedial response and voluntary cleanup costs (including legal fees). While annual expenditures have generally been constant from year to year, and may increase over time, the Company expects it will be able to fund such expenditures from cash flow from operations. The timing of expenditures depends on a number of factors, including regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. At February 25, 2007, the amount recorded in liabilities from discontinued operations for environmental matters related to Dielektra was $2.1 million and the amount recorded in accrued liabilities for other environmental matters was $1.8 million compared with $2.1 million of liabilities for environmental matters for Dielektra and $1.8 million for other environmental matters at February 26, 2006. 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 16 of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for a discussion of the Company's contingencies, including those related to environmental matters. Critical Accounting Policies and Estimates: In response to financial reporting release, FR-60,"Cautionary Advice Regarding Disclosure About Critical Accounting Policies", issued by the Securities and Exchange Commission in December 2001, the following information is provided regarding critical accounting policies that are important to the Consolidated Financial Statements and that entail, to a significant extent, the use of estimates, assumptions and the application of management's judgment. General The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and 36 expenses and the related disclosure of contingent liabilities. On an on-going basis, the Company evaluates its estimates, including those related to sales allowances, accounts receivable, allowances for bad debts, inventories, valuation of long-lived assets, income taxes, restructurings, contingencies and litigation, and pensions and other employee benefit programs. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. Revenue Recognition Sales revenue is recognized at the time title to product is transferred to a customer. All material sales transactions are for the shipment of manufactured prepreg and laminate products and advanced composite materials. The Company ships its products to customers based upon firm orders, with fixed selling prices, when collection is reasonably assured. Sales Allowances The Company provides for the estimated costs of sales allowances at the time such costs can be reasonably estimated. The Company's products are made to customer specifications and tested for adherence to such specifications before shipment to customers. There are no future performance requirements other than the products' meeting the agreed specifications. The Company's bases for providing sales allowances for returns are known situations in which products may have failed due to manufacturing defects in the products supplied by the Company. The Company is focused on manufacturing the highest quality printed circuit materials and advanced composite materials possible and employs stringent manufacturing process controls and works with raw material suppliers who have dedicated themselves to complying with the Company's specifications and technical requirements. The amounts of returns and allowances resulting from defective or damaged products have been approximately 1.0% of sales for each of the Company's last three fiscal years. Accounts Receivable The majority of the Company's accounts receivable are due from purchasers of the Company's printed circuit materials. Credit is extended based on evaluation of a customer's financial condition and, generally, collateral is not required. Accounts receivable are due within established payment terms and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than established payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, the Company's previous loss history, the customer's current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. 37 Allowances for Bad Debts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market. The Company writes down its inventory for estimated obsolescence or unmarketability based upon the age of the inventory and assumptions about future demand for the Company's products and market conditions. Valuation of Long-lived Assets The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Important factors that could trigger an impairment review include, but are not limited to, significant negative industry or economic trends and significant changes in the use of the Company's assets or strategy of the overall business. Income Taxes Carrying value of the Company's net deferred tax assets assumes that the Company will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets resulting in additional income tax expense in the Company's consolidated statement of operations, or conversely to further reduce the existing valuation allowance resulting in less income tax expense. Management evaluates the realizability of the deferred tax assets quarterly and assesses the need for additional valuation allowances quarterly. Restructurings The Company recorded charges in connection with the realignment of its Neltec Europe SAS business in France during the three-month period ended May 29, 2005 and the realignment of its North American volume printed circuit materials operations during the fiscal years ended February 29, 2004 and March 2, 2003. The Company also recorded realignment charges in its North American operations during the fiscal year ended February 27 2005. In addition, during the 2003 fiscal year, the Company recorded charges in connection with the closure of the Company's manufacturing facility in England. Prior to the Company's treating Dielektra GmbH as a discontinued operation, the Company recorded charges in connection with the closure of the mass lamination operation of Dielektra and the realignment of Dielektra during the fiscal years ended February 29, 2004, March 2, 2003 and March 3, 2002. Contingencies The Company is subject to a small number of proceedings, lawsuits and other claims related to environmental, employment, product and other matters. The Company is required to assess the likelihood of any adverse judgments or outcomes in these matters as well as potential ranges of probable losses. A 38 determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters. Pension and Other Employee Benefit Programs Dielektra GmbH has significant pension costs that were developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates and wage inflation rates. The pension liability of Dielektra has been included in liabilities from discontinued operations on the Company's balance sheet. The Company's obligations for workers' compensation claims are effectively self-insured, although the Company maintains individual and aggregate stop-loss insurance coverage. The Company uses an insurance company administrator to process all such claims and benefits. The Company accrues its workers' compensation liability based upon the claim reserves established by the third-party administrator and historical experience. The Company and certain of its subsidiaries have a non-contributory profit sharing retirement plan covering their regular full-time employees. In addition, the Company's subsidiaries have various bonus and incentive compensation programs, some of which are determined at management's discretion. The Company's reserves associated with these self-insured liabilities and benefit programs are reviewed by management for adequacy at the end of each reporting period. Factors That May Affect Future Results: The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their companies without fear of litigation so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the statement. Certain portions of this Report which do not relate to historical financial information may be deemed to constitute forward-looking statements that are subject to various factors which could cause actual results to differ materially from Park's expectations or from results which might be projected, forecasted, estimated or budgeted by the Company in forward-looking statements. The factors described under "Risk Factors" in Item 1A of this Report, as well as the following additional factors, could cause the Company's actual results to differ materially from any such results which might be projected, forecast, estimated or budgeted by the Company in forward-looking statements. . 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. 39 . The Company, from time to time, is engaged in the expansion of certain of its manufacturing facilities. The anticipated costs of such expansions cannot be determined with precision and may vary materially from those budgeted. In addition, such expansions will increase the Company's fixed costs. The Company's future profitability depends upon its ability to utilize its manufacturing capacity in an effective manner. . 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 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 market price of the Company's securities can be subject to fluctuations in response to quarter to quarter variations in operating results, changes in analyst earnings estimates, market conditions in the electronic materials industry, as well as general economic conditions and other factors external to the Company. . The Company's results could be affected by changes in the Company's accounting policies and practices or changes in the Company's organization, compensation and benefit plans, or changes in the Company's material agreements or understandings with third parties. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company is exposed to market risks for changes in foreign currency exchange rates and interest rates. The Company's primary foreign currency exchange exposure relates to the translation of the financial statements of foreign subsidiaries using currencies other than the U.S. dollar as their functional currency. The Company does not believe that a 10% fluctuation in foreign exchange rates would have had a material impact on its consolidated results of operations or financial position. The exposure to market risks for changes in interest rates relates to the Company's short-term investment portfolio. This investment portfolio is managed in accordance with guidelines issued by the Company. These guidelines are designed to establish a high quality fixed income portfolio of government and highly rated corporate debt securities with a maximum weighted maturity of less than one year. The Company does not use derivative financial instruments in its investment portfolio. Based on the average anticipated maturity of the investment portfolio at the end of the 2007 fiscal year, a 10% increase in short-term interest rates would not have had a material impact on the consolidated results of operations or financial position of the Company. 40 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The Company's Financial Statements begin on the next page. 41 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and Board of Directors of Park Electrochemical Corp. We have audited the accompanying consolidated balance sheets of Park Electrochemical Corp. and subsidiaries as of February 25, 2007 and February 26, 2006, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended February 25, 2007. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 February 25, 2007 and February 26, 2006 and the consolidated results of their operations and their consolidated cash flows for each of the three years in the period ended February 25, 2007, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 7 to the consolidated financial statements, the Company changed its method of accounting for share-based compensation effective February 27, 2006 in connection with the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment". Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Schedule II Valuation and Qualifying Accounts is presented for purposes of additional analysis and is not a required part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Park Electrochemical Corp. and subsidiaries' internal control over financial reporting as of February 25, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and our report dated May 8, 2007 expressed an unqualified opinion thereon. /s/GRANT THORNTON LLP New York, New York May 8, 2007 42 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) --------------------------------------------------------------------------------
February 25, February 26, 2007 2006 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 119,051 $ 108,027 Marketable securities (Note 2) 89,724 91,625 Accounts receivable, less allowance for doubtful accounts of $1,144 and $1,930, respectively 39,418 35,964 Inventories (Note 3) 15,090 15,022 Prepaid expenses and other current assets 3,049 3,023 ------------ ------------ Total current assets 266,332 253,661 Property, plant and equipment, net of accumulated depreciation and amortization (Note 4) 49,895 54,370 Other assets 5,695 3,281 ------------ ------------ Total assets $ 321,922 $ 311,312 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 13,589 $ 13,259 Accrued liabilities (Note 5) 13,058 14,651 Income taxes payable 5,918 10,817 ------------ ------------ Total current liabilities 32,565 38,727 Deferred income taxes (Note 6) 4,294 5,193 Restructuring accruals - non current 3,715 4,718 Liabilities from discontinued operations (Note 10) 17,181 17,251 ------------ ------------ Total liabilities 57,755 65,889 ------------ ------------ Commitments and contingencies (Notes 15 and 16) Stockholders' equity (Note 8): Preferred stock, $1 par value per share--authorized, 500,000 shares; issued, none - - Common stock, $.10 par value per share--authorized, 60,000,000 shares; issued, 20,369,986 shares 2,037 2,037 Additional paid-in capital 140,030 137,513 Retained earnings 118,961 105,808 Accumulated other comprehensive income 4,764 2,435 ------------ ------------ 265,792 247,793 Less treasury stock, at cost, 175,192 and 255,428 shares, respectively (1,625) (2,370) ------------ ------------ Total stockholders' equity 264,167 245,423 ------------ ------------ Total liabilities and stockholders' equity $ 321,922 $ 311,312 ============ ============
See Notes to Consolidated Financial Statements. 43 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) --------------------------------------------------------------------------------
Fiscal Year Ended -------------------------------------------- February 25, February 26, February 27, 2007 2006 2005 ------------ ------------ ------------ Net sales $ 257,377 $ 222,251 $ 211,187 Cost of sales 193,270 167,650 167,937 ------------ ------------ ------------ Gross profit 64,107 54,601 43,250 Selling, general and administrative expenses 26,682 25,129 26,960 Insurance arrangement termination charge (Note 13) 1,316 - - Realignment and severance charges (Note 11) - 889 625 Asset impairment charge - 2,280 - Gain on insurance settlement (Note 12) - - (4,745) ------------ ------------ ------------ Earnings from operations 36,109 26,303 20,410 Interest and other income, net 8,033 6,056 3,386 ------------ ------------ ------------ Earnings before income taxes 44,142 32,359 23,796 Income tax provision (Note 6) 4,351 5,484 2,191 ------------ ------------ ------------ Net earnings $ 39,791 $ 26,875 $ 21,605 ============ ============ ============ Earnings per share: Basic earnings per share $ 1.97 $ 1.34 $ 1.09 ============ ============ ============ Basic weighted average shares 20,175 20,047 19,879 Diluted earnings per share $ 1.96 $ 1.33 $ 1.08 ============ ============ ============ Diluted weighted average shares 20,317 20,210 20,075
See Notes to Consolidated Financial statements. 44 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share and per share amounts) --------------------------------------------------------------------------------
Accumulated Other Common Stock Additional Comprehensive Treasury Stock Comprehensive ------------------- Paid-in Retained Income ------------------ Income Shares Amount Capital Earnings Loss Shares Amount Loss ---------- ------- ---------- --------- ------------- -------- -------- ------------- Balance, February 29, 2004 20,369,986 $ 2,037 $ 133,335 $ 108,915 $ 3,734 582,061 $ (4,125) Net earnings 21,605 $ 21,605 Exchange rate changes 1,529 1,529 Unrealized loss on marketable securities (658) (658) Stock option activity 871 (132,848) 684 Cash dividends ($1.26 per share) (25,070) ------------- Comprehensive income $ 22,476 ============= ---------- ------- ---------- --------- ------------- -------- -------- Balance, February 27, 2005 20,369,986 $ 2,037 $ 134,206 $ 105,450 $ 4,605 449,213 $ (3,441) Net earnings 26,875 $ 26,875 Exchange rate changes (1,822) (1,822) Unrealized loss on marketable securities (348) (348) Stock option activity 3,307 (193,785) 1,071 Cash dividends ($1.32 per share) (26,517) ------------- Comprehensive income $ 24,705 ============= ---------- ------- ---------- --------- ------------- -------- -------- Balance, February 26, 2006 20,369,986 $ 2,037 $ 137,513 $ 105,808 $ 2,435 255,428 $ (2,370) Net earnings 39,791 $ 39,791 Exchange rate changes 1,684 1,684 Unrealized gain on marketable securities 645 645 Stock option activity 1,234 (80,236) 745 SFAS 123R compensation cost 1,283 Cash dividends ($1.32 per share) (26,638) ------------- Comprehensive income $ 42,120 ---------- ------- ---------- --------- ------------- -------- -------- ============= Balance, February 25, 2007 20,369,986 $ 2,037 $ 140,030 $ 118,961 $ 4,764 175,192 $ (1,625) ========== ======= ========== ========= ============= ======== ========
See Notes to Consolidated Financial Statements. 45 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) --------------------------------------------------------------------------------
Fiscal Year Ended -------------------------------------------- February 25, February 26, February 27, 2007 2006 2005 ------------ ------------ ------------ Cash flows from operating activities: Net earnings $ 39,791 $ 26,875 $ 21,605 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 8,992 9,645 10,202 Loss (gain) on sale of fixed assets (18) 60 35 Gain from insurance settlement - - (4,745) Proceeds from insurance settlement - - 5,816 SFAS 123R compensation cost 1,283 - - Non-cash impairment charge - 2,280 - Provision for doubtful accounts receivable (954) (1) 66 Provision for deferred income taxes (899) 151 (55) Tax benefit from stock option exercises - 1,110 - Changes in operating assets and liabilities: Accounts receivable (2,092) (659) 596 Inventories 210 110 (3,553) Prepaid expenses and other current assets (627) (200) 437 Other assets and liabilities 1,302 (2,884) (2,164) Accounts payable 158 (1,661) 91 Accrued liabilities (6,782) (803) (4,051) Income taxes payable (4,576) 2,904 3,423 ------------ ------------ ------------ Net cash provided by operating activities 35,788 36,927 27,703 ------------ ------------ ------------ Cash flows from investing activities: Purchases of property, plant and equipment (4,793) (4,320) (3,328) Proceeds from sales of property, plant and equipment 896 100 20 Purchases of marketable securities (123,592) (33,672) (66,833) Proceeds from sales and maturities of marketable securities 126,844 45,236 39,533 ------------ ------------ ------------ Net cash provided by (used in) investing activities (645) 7,344 (30,608) ------------ ------------ ------------ Cash flows from financing activities: Dividends paid (26,638) (26,517) (25,070) Proceeds from exercise of stock options 1,979 4,378 1,555 ------------ ------------ ------------ Net cash used in financing activities (24,659) (22,139) (23,515) ------------ ------------ ------------ Increase (decrease) in cash and cash equivalents before effect of exchange rate changes 10,484 22,132 (26,420) Effect of exchange rate changes on cash and cash equivalents 540 (176) 502 ------------ ------------ ------------ Increase(decrease)in cash and cash equivalents 11,024 21,956 (25,918) Cash and cash equivalents, beginning of year 108,027 86,071 111,989 ------------ ------------ ------------ Cash and cash equivalents, end of year $ 119,051 $ 108,027 $ 86,071 ============ ============ ============
See Notes to Consolidated Financial Statements. 46 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three years ended February 25, 2007 (In thousands, except share, per share and option amounts) -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Park Electrochemical Corp. ("Park"), through its subsidiaries (collectively, the "Company"), is a global advanced materials company which develops and manufactures high-technology digital and RF/microwave printed circuit materials and advanced composite materials principally for the telecommunications and internet infrastructure, high-end computing and aerospace markets. a. Principles of Consolidation - The consolidated financial statements include the accounts of Park and its subsidiaries. All significant intercompany balances and transactions have been eliminated. b. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. c. Accounting Period - The Company's fiscal year is the 52 or 53 week period ending the Sunday nearest to the last day of February. The 2007, 2006 and 2005 fiscal years ended on February 25, 2007, February 26, 2006 and February 27, 2005, respectively. Fiscal years 2007, 2006 and 2005 each consisted of 52 weeks. d. Cash and Cash Equivalents - The Company considers all money market securities and investments with contractual maturities at the date of purchase of 90 days or less to be cash equivalents. Supplemental cash flow information: Fiscal Year ---------------------------- 2007 2006 2005 -------- ------- --------- Cash paid during the year for: Income taxes paid (refunded) 11,712 3,108 (1,124) e. Marketable Securities - All marketable securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses, net of tax, included in comprehensive income (loss). Realized gains and losses, amortization of premiums and discounts, and interest and dividend income are included in other income. The cost of securities sold is based on the specific identification method. The Company has classified any investment in auction rate securities for which the underlying security had a maturity greater than three months as marketable securities. f. Inventories - Inventories are stated at the lower of cost (first- in, first-out method) or market. The Company writes down its inventory for estimated obsolescence or unmarketability based upon the age of the inventory and assumptions about future demand for the Company's products and market conditions. 47 g. Revenue Recognition - Sales revenue is recognized at the time title is transferred to a customer. All material sales transactions are for the shipment of manufactured prepreg and laminate products and advanced composite materials. The Company ships its products to customers based upon firm orders, with fixed selling prices, when collection is reasonably assured. h. Sales Allowances and Product Warranties - The Company provides for the estimated costs of sales allowances at the time such costs can be reasonably estimated. The Company's products are made to customer specifications and tested for adherence to specifications before shipment to customers. There are no future performance requirements other than the products' meeting the agreed specifications. The Company's bases for providing sales allowances for returns are known situations in which products may have failed due to manufacturing defects in products supplied by the Company. The Company is focused on manufacturing the highest quality printed circuit and advance composite materials possible and employs stringent manufacturing process controls and works with raw material suppliers who have dedicated themselves to complying with the Company's specifications and technical requirements. The amounts of returns and allowances resulting from defective or damaged products have been approximately 1.0% of sales for each of the Company's last three fiscal years. i. Accounts Receivable - The majority of the Company's accounts receivable are due from purchasers of the Company's printed circuit materials. Credit is extended based on evaluation of a customer's financial condition and, generally, collateral is not required. Accounts receivable are due within established payment terms and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than established payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, the Company's previous loss history, the customer's current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. j. Allowance for Bad Debts - The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. k. Valuation of Long-lived Assets - The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Important factors that could trigger an impairment review include, but are not limited to, significant negative industry or economic trends and significant changes in the use of the Company's assets or strategy of the overall business. 48 l. Shipping Costs - The amounts paid by the Company to third-party shippers for transporting products to customers, which are not reimbursed by customers, are classified as selling expenses. The shipping costs included in selling, general and administrative expenses were approximately $4,417, $4,258 and $4,659 for fiscal years 2007, 2006 and 2005, respectively. m. Property, Plant and Equipment - Property, plant and equipment are stated at cost less accumulated depreciation. The Company capitalizes additions, improvements and major renewals and expenses maintenance, repairs and minor renewals as incurred. Depreciation and amortization are computed principally by the straight-line method over the estimated useful lives. Machinery and equipment are generally depreciated over 10 years. Building and leasehold improvements are depreciated over 30 years or the term of the lease, if shorter. n. Income Taxes - Deferred income taxes are provided for temporary differences in the reporting of certain items, primarily depreciation, for income tax purposes as compared with financial accounting purposes. United States ("U.S.") Federal income taxes have not been provided on the undistributed earnings (approximately $93,700 at February 25, 2007) of the Company's foreign subsidiaries, because it is management's practice and intent to reinvest such earnings in the operations of such subsidiaries. o. Foreign Currency Translation - Assets and liabilities of foreign subsidiaries using currencies other than the U.S. dollar as their functional currency are translated into U.S. dollars at fiscal year-end exchange rates, and income and expense items are translated at average exchange rates for the period. Gains and losses resulting from translation are recorded as currency translation adjustments in comprehensive income. p. Stock-based Compensation - The Company implemented the disclosure provisions of Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", in the fourth quarter of fiscal year 2003. Effective February 27, 2006, the beginning of the Company's 2007 fiscal year, the Company began recording compensation expense associated with stock options, the only form of equity compensation issued by the Company, in accordance with Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" ("SFAS 123R"), and Securities and Exchange Commission Staff Accounting Bulletin No. 107. The Company recognizes such compensation expense on a straight-line basis over the four-year service period during which the options become exercisable. As of February 25, 2007, the Company had two stock option plans which are more fully described in Note 7. All options under such plans had an exercise price equal to the fair market value of the underlying common stock at the time of the grant, which pursuant to the terms of such plans, is the reported closing price of the common stock on the New York Stock Exchange on the date preceding the date the option is granted. 49 2. MARKETABLE SECURITIES The following is a summary of available-for-sale securities:
Gross Gross Unrealized Unrealized Estimated Gains Losses Fair Value ------------ ------------ ------------ February 25, 2007: U.S. Treasury and other government securities $ 2 $ 467 $ 61,278 U.S. corporate debt securities 13 - 11,338 Certificate of deposits - - 17,000 ------------ ------------ ------------ Total debt securities 15 467 89,616 Equity securities 102 - 108 ------------ ------------ ------------ $ 117 $ 467 $ 89,724 ============ ============ ============ February 26, 2006: U.S. Treasury and other government securities $ 6 $ 1,463 $ 76,202 U.S. corporate debt securities - - 15,333 ------------ ------------ ------------ Total debt securities 6 1,463 91,535 Equity securities 86 - 90 ------------ ------------ ------------ $ 92 $ 1,463 $ 91,625 ============ ============ ============
The gross realized gains on the sales of securities were $43, $23 and $4 for fiscal years 2007, 2006 and 2005, respectively, and the gross realized losses were $114, $2 and $13 for fiscal years 2007, 2006 and 2005, respectively. The amortized cost and estimated fair value of the debt and marketable securities at February 25, 2007, by contractual maturity, are shown below: Estimated Fair Value and Amortized Cost -------------------- Due in one year or less $ 80,329 Due after one year through five years 9,287 -------------------- 89,616 Equity securities 108 -------------------- $ 89,724 ==================== 3. INVENTORIES Inventories consisted of the following: February 25, February 26, 2007 2006 ------------ ------------ Raw materials $ 6,867 $ 6,092 Work-in-process 3,372 3,412 Finished goods 4,535 5,195 Manufacturing supplies 316 323 ------------ ------------ $ 15,090 $ 15,022 ============ ============ 50 4. PROPERTY, PLANT AND EQUIPMENT February 25, February 26, 2007 2006 ------------ ------------- Land, buildings and improvements $ 33,698 $ 34,962 Machinery, equipment, furniture and fixtures 137,806 131,954 ------------ ------------- 171,504 166,916 Less accumulated depreciation and amortization 121,609 112,546 ------------ ------------- $ 49,895 $ 54,370 ============ ============= Property, plant and equipment are initially valued at cost. Depreciation and amortization expense relating to property, plant and equipment was $8,992, $9,645 and $10,202 for fiscal years 2007, 2006 and 2005, respectively. In the 2006 fiscal year fourth quarter, the Company recorded a pre-tax impairment charge of $2,280 for the write-off of construction costs related to the installation of an advanced high-speed treater at the Company's Neltec Europe SAS facility in Mirebeau, France. 5. ACCRUED LIABILITIES February 25, February 26, 2007 2006 ------------ ------------ Payroll and payroll related $ 3,832 $ 3,580 Employee benefits 897 1,189 Workers compensation accrual 1,575 1,608 Environmental reserve (Note 16) 1,757 1,757 Restructuring accruals 434 495 Other 4,563 6,022 ------------ ------------ $ 13,058 $ 14,651 ============ ============ 6. INCOME TAXES The income tax (benefit) provision includes the following: Fiscal Year -------------------------------------------- 2007 2006 2005 ------------ ------------ ------------- Current: Federal $ 2,319 $ 5,122 $ (585) State and local 349 339 170 Foreign 3,445 2,793 2,672 ------------ ------------ ------------- 6,113 8,254 2,257 ------------ ------------ ------------- Deferred: Federal (664) (2,397) - State and local (554) (123) (6) Foreign (544) (250) (60) ------------ ------------ ------------- (1,762) (2,770) (66) ------------ ------------ ------------- $ 4,351 $ 5,484 $ 2,191 ============ ============ ============= 51 As part of its quarterly evaluation of deferred tax assets, the Company recognized a tax benefit of $3,500 during the 2007 fiscal year second quarter relating to the elimination of certain valuation allowances previously established related to deferred tax assets in the United States. The Company believes that it is more likely than not that the tax benefits associated with these deferred tax assets will be realized during the next five fiscal years. In addition, during the 2007 fiscal year second quarter, the Company recognized a tax benefit of $1,391 relating to the elimination of reserves no longer required as the result of the completion of a tax audit and a $499 tax benefit relating to the life insurance arrangement termination charge. In the 2007 fiscal year fourth quarter, the Company recorded a tax benefit of $715 relating to the recognition of tax credits resulting from operating losses sustained in prior years in France. During last year's third quarter, the Company recognized a tax benefit of $1,512 relating to the elimination of valuation allowances previously established related to deferred tax assets in the United States. The current income tax provision for the 2006 fiscal year included $3,088 in Federal, state and local taxes relating to the repatriation of foreign earnings. The components of income (loss) before income tax were as follows: Fiscal Year -------------------------------------------- 2007 2006 2005 ------------ ------------ ------------- United States $ 18,330 $ 12,823 $ 1,198 Foreign 25,812 19,536 22,598 ------------ ------------ ------------- Earnings before income taxes $ 44,142 $ 32,359 $ 23,796 ============ ============ ============= 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 --------------------------------------------- 2007 2006 2005 ------------ ------------- ------------- Statutory U.S. Federal tax rate 35.0% 35.0% 35.0% State and local taxes, net of federal benefit (0.3) 0.4 0.5 Foreign tax rate differentials (9.1) (9.1) (20.2) Valuation allowance on deferred tax assets (4.4) (8.0) (8.0) Elimination of reserves no longer required (5.8) - - Utilization of net operating loss carryovers (1.6) (9.7) - Foreign tax credits (2.1) - - Additional U.S. taxes on repatriated foreign earnings - 9.5 - Other, net (1.8) (1.1) 1.9 ------------ ------------- ------------- 9.9% 17.0% 9.2% ============ ============= =============
52 The Company had total net operating loss carry-forwards of approximately $17,400 and $15,800 in fiscal years 2007 and 2006, respectively. All of the total net operating loss carry-forwards related to foreign operations in fiscal years 2007 and 2006. The foreign net operating loss carry-forwards have no expiration. The Company had New York State investment tax credits of $2,238 and $2,238 in fiscal years 2007 and 2006, respectively. No benefit has been recognized for these credits as the Company does not believe that realization is more likely than not. In the 2006 fiscal year, the Company utilized all of its U.S. net operating loss carry-forwards including $2,000 of cumulative deductions relating to the taxable disposition of incentive stock options carried forward from fiscal years 2005 and 2004. The total tax benefit credited to additional paid in capital relating to the exercise of stock options was $1,264. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. At February 25, 2007, the Company had current deferred tax assets of $3,791 compared to $2,927 at February 26, 2006. Significant components of the Company's long-term deferred tax liabilities and assets as of February 25, 2007 and February 26, 2006 were as follows: 2007 2006 ------------ ------------- Deferred tax liabilities: Depreciation $ (1,380) $ (1,763) Offshore Singapore earnings subject to local tax (2,914) (3,430) ------------ ------------- Total deferred tax liabilities $ (4,294) $ (5,193) ============ ============= Deferred tax assets: Impairment of fixed assets $ 4,266 $ 4,379 Net operating loss carry-forwards 5,598 5,157 New York State investment tax credits 2,238 2,238 Other, net 4,158 5,836 ------------ ------------- Total deferred tax assets 16,260 17,610 Valuation allowance for deferred tax assets (12,469) (14,683) ------------ ------------- Net deferred tax assets $ 3,791 $ 2,927 ============ ============= Net deferred tax assets are included in non-current "Other Assets" on the Consolidated Balance Sheets. Also included in "Other Assets" are French income tax refunds totaling $1,572 expected to be received in fiscal years 2009 and 2010. 7. STOCK-BASED COMPENSATION As of February 25, 2007, the Company had a 1992 Stock Option Plan and a 2002 Stock Option Plan, and no other stock-based compensation plan. Both Stock Option Plans have been approved by the Company's stockholders and provide for the grant of stock options to directors and key employees of the Company. All options granted under such Plans have exercise prices equal to the fair market value of the underlying 53 common stock of the Company at the time of grant, which pursuant to the terms of the Plans, is the reported closing price of the common stock on the New York Stock Exchange on the date preceding the date the option is granted. Options granted under the Plans become exercisable 25% one year from the date of grant, with an additional 25% exercisable each succeeding anniversary of the date of grant and expire 10 years from the date of grant. The authority to grant additional options under the 1992 Stock Option Plan expired on March 24, 2002, and options to purchase a total of 900,000 shares of common stock were authorized for grant under the 2002 Stock Option Plan. At February 25, 2007, 1,418,470 shares of common stock of the Company were reserved for issuance upon exercise of stock options under the 1992 Stock Option Plan and the 2002 Stock Option Plan and 351,843 shares were available for future grant under the 2002 Stock Option Plan. Options to purchase 174,700 and 157,250 shares of common stock were granted during the 2007 fiscal year and 2006 fiscal year, respectively. Effective February 27, 2006, the beginning of the Company's 2007 fiscal year, the Company began recording compensation expense associated with stock options, the only form of equity compensation issued by the Company, in accordance with Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" ("SFAS 123R"), and Securities and Exchange Commission Staff Accounting Bulletin No. 107. Prior to February 27, 2006, the Company accounted for equity compensation according to the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and, therefore, no related compensation expense was recorded in the statements of earnings for awards granted with no intrinsic value. The Company adopted the modified prospective transition method pursuant to SFAS 123R, and, consequently, has not retroactively adjusted results from prior periods. Under this transition method, compensation costs associated with equity compensation recognized during the 13 weeks and 52 weeks ended February 25, 2007 included (1) quarterly amortization related to the remaining unexercisable portion of all stock options granted prior to February 27, 2006 based on the grant date fair value estimated in accordance with the original provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and (2) quarterly amortization related to all stock options granted subsequent to February 27, 2006 based on the grant date fair value estimated in accordance with the provisions of SFAS 123R. The Company determines the fair value of stock options on the dates of grants using an option pricing model with assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the risk-free interest rate of the options, the expected life of the options, the expected volatility of the market price of the Company's common stock over the term of the options, the expected dividends to be paid on the Company's common stock, and an estimate of the amount of options that are expected to be forfeited. The Company uses the Black-Scholes option-pricing model to determine the fair value of options under SFAS 123R and the original SFAS 123. The compensation expense for stock options includes an estimate for forfeitures and is recognized over the vesting term using the ratable method. Prior to the Company's adoption of SFAS 123R, benefits of tax deductions in excess of recognized compensation costs were reported as operating cash flows. SFAS 123R requires that such benefits be recorded as a financing cash inflow rather than as a reduction of taxes paid. For the 13 weeks and 52 weeks ended February 25, 2007 no excess tax benefits were generated from option exercises. 54 As a result of the adoption of SFAS 123R, the Company's earnings before income taxes for the 13 weeks and 52 weeks ended February 25, 2007 were $350 and $1,283, respectively, lower than under the previous accounting methodology for stock-based compensation. The future compensation expense affecting earnings before income taxes for options outstanding at February 25, 2007 will be $2,590 as a result of the adoption of SFAS 123R. If compensation expense for the Company's stock option plans had been determined based upon estimated fair values at the grant dates in accordance with SFAS 123, the Company's pro forma net income and basic and diluted earnings per common share for the 2006 and 2005 fiscal years for stock options granted prior to the adoption of SFAS 123R would have been as follows (in thousands, except for per share data): 2006 2005 ------------ ------------ Net earnings $ 26,875 $ 21,605 Deduct: Total stock-based employee compensation determined under fair value based method for all awards, net of tax effects (1,627) (1,803) ------------ ------------ Pro forma net earnings $ 25,248 $ 19,802 ============ ============ Basic earnings per share: As reported $ 1.34 $ 1.09 Pro forma $ 1.26 $ 1.00 Diluted earnings per share: As reported $ 1.33 $ 1.08 Pro forma $ 1.25 $ 0.97 The weighted average fair value for options was estimated at the dates of grants using the Black-Scholes option-pricing model to be $10.84 for fiscal year 2007, $7.77 for fiscal year 2006 and $8.41 for fiscal year 2005, with the following assumptions: risk free interest rate of 4.0%-5.0% for fiscal year 2007 and 5.0% for fiscal years 2006 and 2005; expected volatility factors of 34.4%-58.8%, 34%-36% and 38%-46% for fiscal years 2007, 2006 and 2005, respectively; expected dividend yield of 1.0%-1.6% for fiscal year 2007, 1.3% for fiscal year 2006 and 1.6% for fiscal year 2005; and estimated option terms of 4.0-5.6 years for fiscal year 2007, and 4.0 years for fiscal years 2006 and 2005. The estimated term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk free interest rate is based on U.S. Treasury rates at the date of grant with maturity dates approximately equal to the estimated term of the options at the date of the grant. Volatility is based on historical volatility of the company stock. 55 Information with respect to options follows: Weighted Average Outstanding Exercise Options Price ------------ ------------ Balance, February 29,2004 1,396,653 $ 19.91 Granted 183,900 22.86 Exercised (152,327) 13.04 Terminated or expired (144,407) 23.89 ------------ Balance, February 27, 2005 1,283,819 $ 20.71 Granted 157,250 24.57 Exercised (218,770) 17.89 Terminated or expired (218,845) 25.89 ------------ Balance, February 26, 2006 1,003,454 $ 20.80 Granted 174,700 25.35 Exercised (80,236) 17.85 Terminated or expired (31,291) 26.07 ------------ Balance, February 25, 2007 1,066,627 21.61 ============ Exercisable February 25, 2007 714,615 $ 20.13 ============ The following table summarizes information concerning outstanding and exercisable options at February 25, 2007.
Weighted Average Weighted Remaining Average Contractual Aggregated Number of Exercise Term In Intrinsic Options Price Years Value --------- ------------ ------------ ------------ Outstanding at February 25, 2007 1,066,627 $ 20.61 5.33 $ 7,446 Exercisable at February 25, 2007 714,615 20.13 3.68 6,046
The total values realized (the market value of the underlying shares on the date of exercise, less the exercise price, times the number of shares acquired) from the exercise of options during the 2007, 2006 and 2005 fiscal years were $1,153, $1,424 and $1,489, respectively. Stock options available for future grant under the 2002 Stock Option Plan at February 25, 2007 and February 26, 2006 were 351,843 and 502,453, respectively. 56 8. STOCKHOLDERS' EQUITY a. Stockholders' Rights Plan - On July 20, 2005, the Board of Directors renewed the Company's stockholders' rights plan on substantially the same terms as its previous rights plan which expired in July, 2005. In accordance with the Company's stockholders' rights plan, a right (the "Right") to purchase from the Company a unit consisting of one one-thousandth (1/1000) of a share (a "Unit") of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock"), at a purchase price of $150 (the "Purchase Price") per Unit, subject to adjustment, is attached to each outstanding share of the Company's common stock. The Rights expire on July 20, 2015. Subject to certain exceptions, the Rights will become exercisable 10 business days after a person acquires 15 percent or more of the Company's outstanding common stock or commences a tender offer that would result in such person's owning 15 percent or more of such stock. If any person acquires 15 percent or more of the Company's outstanding common stock, the rights of holders, other than the acquiring person, become rights to buy shares of the Company's common stock (or of the acquiring company if the Company is involved in a merger or other business combination and is not the surviving corporation) having a market value of twice the Purchase Price of each Right. The Company may redeem the Rights for $.01 per Right until 10 business days after the first date of public announcement by the Company that a person acquired 15 percent or more of the Company's outstanding common stock. b. Reserved Common Shares - At February 25, 2007, 1,418,470 shares of common stock were reserved for issuance upon exercise of stock options. c. Accumulated Other Comprehensive Income - Accumulated balances related to each component of other comprehensive income were as follows: February 25, February 26, 2007 2006 ------------ ------------- Currency translation adjustment $ 5,010 $ 3,326 Unrealized losses on investments (246) (891) ------------ ------------- Accumulated balance $ 4,764 $ 2,435 ============ ============= d. Dividends Declared - On July 20, 2006, the Company announced that its Board of Directors had declared a special cash dividend of $1.00 per share, which was paid August 22, 2006 and was in addition to the Company's regular quarterly cash dividends of $0.08 per share; and on October 19, 2005, the Company announced that its Board of Directors had declared a special cash dividend of $1.00 per share, which was paid December 15, 2005 and was in addition to the Company's regular quarterly cash dividends of $0.08 per share. 57 9. EARNINGS PER SHARE Basic earnings per share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed by dividing net earnings by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b) the potential common stock equivalents outstanding during the period. Stock options are the only common stock equivalents; and the number of dilutive options is computed using the treasury stock method. The following table sets forth the calculation of basic and diluted earnings per share for the last three fiscal years:
2007 2006 2005 ------------ ------------ ------------ Net earnings $ 39,791 $ 26,875 $ 21,605 ============ ============ ============ Weighted average common shares outstanding for basic EPS 20,175,422 20,046,900 19,879,278 Net effect of dilutive options 141,418 163,300 195,741 ------------ ------------ ------------ Weighted average shares outstanding for diluted EPS 20,316,840 20,210,200 20,075,019 ============ ============ ============ Basic earnings per share $ 1.97 1.34 $ 1.09 ============ ============ ============ Diluted earnings per share $ 1.96 $ 1.33 $ 1.08 ============ ============ ============
Common stock equivalents, which were not included in the computation of diluted earnings per share because either the effect would have been antidilutive or the options' exercise prices were greater than the average market price of the common stock, were 3,619, 100,058 and 99,447 for the fiscal years 2007, 2006 and 2005, respectively. 10. DISCONTINUED OPERATIONS AND PENSION LIABILITY On February 4, 2004, the Company announced that it was discontinuing its financial support of its Dielektra GmbH ("Dielektra") subsidiary located in Cologne, Germany, due to the continued erosion of the European market for the Company's high technology products. Without Park's financial support, Dielektra filed an insolvency petition, which the Company believes will result in the liquidation of Dielektra. In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", Dielektra is treated as a discontinued operation. As a result of the discontinuation of financial support for Dielektra, the Company recognized an impairment charge of $22,023 for the write-off of Dielektra assets and other costs during the fourth quarter of the 2004 fiscal year. The liabilities from discontinued operations are reported separately on the Consolidated Balance Sheet. These liabilities from discontinued operations included $12,094 for Dielektra's deferred pension liability. The Company expects to recognize a gain of approximately $17 million related to the reversal of these liabilities when the Dielektra insolvency process is completed, although it is unclear when the process will be completed. 58 Liabilities for discontinued operations as of February 25, 2007 and February 26, 2006 consisted of the following: February 25, February 26, 2007 2006 ------------ ------------ Environmental and other liabilities $ 5,087 $ 5,157 Pension liabilities 12,094 12,094 ------------ ------------ Total liabilities $ 17,181 $ 17,251 ============ ============ 11. REALIGNMENT AND SEVERANCE CHARGES During the 2006 fiscal year first quarter, the Company recorded a charge of $1,059 for employment termination benefits for a workforce reduction at its Neltec Europe SAS subsidiary in Mirebeau, France, $170 of which was reversed in the 2006 fiscal year fourth quarter. The payment of these termination benefits was substantially completed by the end of the 2006 fiscal year. During the 2005 fiscal year third quarter, the Company recorded $625 of charges for severance payments for workforce reductions at its North American and European volume printed circuit materials operations. These severance payments were made to employees during the 2005 fiscal year third quarter and there were no remaining liabilities as of February 27, 2005. The Company recorded pre-tax charges of $1,934 and $6,504 during the first and second quarters, respectively, of the 2004 fiscal year related to the realignment of its North America volume printed circuit materials operations in Newburgh, New York and Fullerton, California. During the fourth quarter of fiscal year 2004 the Company recorded pretax charges of $112 related to workforce reductions in Europe and recovered $81 from sales of impaired assets related to its European operations. The components of these charges and the related liability balances and activity for the year ended February 25, 2007 are set forth below.
Paid or Reversed in Present 2/25/07 Original Prior Balance Charges Value Remaining Charge Years 2/26/06 Paid Adjustment Liabilities ------------ ------------ ------------ ------------ ------------ ------------ Neltec Europe Termination benefits $ 1,059 $ (853) $ 206 $ (40) $ - $ 166 New York and California and other realignment charges: Lease payments, taxes, utilities and other 7,292 (2,079) 5,213 (494) (570) 4,149 Termination benefits 1,258 (1,258) - - - - ------------ ------------ ------------ ------------ ------------ ------------ $ 9,609 $ (4,190) $ 5,419 $ (534) $ (570) $ 4,315 ============ ============ ============ ============ ============ ============
59 The termination benefits were for the termination of hourly and salaries, administrative, manufacturing and support employees. Such employees were terminated in France during the 2006 fiscal year second quarter and in North America during the 2004 fiscal year first, second and third quarters. The major portion of the termination benefits were paid for such employees in France during the second, third and fourth quarters of the 2006 fiscal year, and the termination benefits were paid for such employees in North America in installments during fiscal year 2004. The lease charges covered one lease obligation payable through December 2004 and a portion of another lease obligation payable through September 2013. For the 13 and 52 weeks ended February 25, 2007, the Company applied $123 and $494 respectively, of payments against the liability. As a result of the foregoing employee terminations and other less significant employee terminations in connection with business contractions and in the ordinary course of business and substantial numbers of employee resignations and retirements in the ordinary course of business, the total number of employees employed by the Company declined to approximately 950 as of February 25, 2007. 12. GAIN ON INSURANCE SETTLEMENT In the 2005 fiscal year third quarter, the Company settled an insurance claim for damages sustained by the Company in Singapore as the result of an explosion that occurred in November 2002 in one of the four treaters located at its Nelco manufacturing facility in Singapore. During the 2005 fiscal year third quarter, the Company received $5,816 related to this insurance claim. The proceeds represent reimbursement for assets destroyed in the accident and for business interruption losses. As a result, the Company recognized a $4,745 gain during the 2005 fiscal year third quarter. 13. INSURANCE ARRANGEMENT TERMINATION CHARGE During the 2007 fiscal year second quarter ended August 27, 2006, the Company terminated a split-dollar life insurance arrangement with Jerry Shore, the Company's founder and former Chairman, President and Chief Executive Officer. The insurance arrangement, which involved two life insurance policies payable on the death of the survivor of Jerry Shore and his spouse with an aggregate face value of $5 million and annual premium payments by the Company of approximately $129, was implemented in 1997 but discontinued in 2004 in light of certain provisions of the Sarbanes-Oxley Act of 2002 and due to changes in the income taxation of split-dollar life insurance arrangements. The arrangement is more fully described in the Company's annual proxy statements for each of the years 1998 through 2006. Pursuant to an agreement entered into between Jerry Shore and the Company, the termination of the insurance arrangement involved a payment of $1,335 by the Company to Mr. Shore in January 2007. Such termination and payment resulted in a net cash cost to the Company of $685, after the Company's receipt of a portion of the cash surrender value of the life insurance policies. The Company recorded a pre-tax charge of $1,316 in the 2007 fiscal year second quarter ended August 27, 2006 in connection with this termination and recognized a $499 tax benefit relating to this insurance termination charge. 60 14. EMPLOYEE BENEFIT PLANS a. Profit Sharing Plan - The Company and certain of its subsidiaries have a non-contributory profit sharing retirement plan covering their regular full-time employees. The plan may be modified or terminated at any time, but in no event may any portion of the contributions revert back to the Company. The Company's estimated contributions are accrued at the end of each fiscal year and paid to the plan in the subsequent fiscal year. The Company's actual contributions to the plan were $847 and $687 for fiscal years 2006 and 2005, respectively. The contribution estimated for fiscal year 2007 has not been paid. Contributions are discretionary and may not exceed the amount allowable as a tax deduction under the Internal Revenue Code. b. Savings Plan - The Company also sponsors a 401(k) savings plan, pursuant to which the contributions of employees of certain subsidiaries were partially matched by the Company in the amounts of $247, $218 and $236 in fiscal years 2007, 2006 and 2005, respectively. 15. LEASE COMMITMENTS The Company conducts certain of its operations in leased facilities, which include several manufacturing plants, warehouses and offices, and land leases. The leases on facilities are for terms of up to 10 years, the latest of which expires in 2015. Many of the leases contain renewal options for periods ranging from one to ten years and require the Company to pay real estate taxes and other operating costs. The latest land lease expiration is 2054. These non-cancelable operating leases have the following payment schedule. Fiscal Year Amount ----------- ---------- 2008 2,029 2009 1,905 2010 1,931 2011 1,669 2012 1,108 Thereafter 2,541 ---------- $ 11,183 ========== Rental expenses, inclusive of real estate taxes and other cost $2,047, $2,257 and $2,560 for fiscal years 2007, 2006 and 2005, respectively. 16. CONTINGENCIES a. Litigation - The Company is subject to a small number of proceedings, lawsuits and other claims related to environmental, employment, product and other matters. The Company is required to assess the likelihood of any adverse judgments or outcomes in these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters. 61 b. Environmental Contingencies - The Company and certain of its subsidiaries have been named by the Environmental Protection Agency (the "EPA") or a comparable state agency under the Com- prehensive Environmental Response, Compensation and Liability Act (the "Superfund Act") or similar state law as potentially responsible parties in connection with alleged releases of haz- ardous substances at nine sites. In addition, a subsidiary of the Company has received cost recovery claims under the Superfund Act from other private parties involving one other site and has received requests from the EPA under the Superfund Act for information with respect to its involvement at three other sites. Under the Superfund Act and similar state laws, all parties who may have contributed any waste to a hazardous waste disposal site or contaminated area identified by the EPA or comparable state agency may be jointly and severally liable for the cost of cleanup. Generally, these sites are locations at which numerous persons disposed of hazardous waste. In the case of the Company's subsidiaries, generally the waste was removed from their manufacturing facilities and disposed at waste sites by various companies which contracted with the subsidiaries to provide waste disposal services. Neither the Company nor any of its subsidiaries have been accused of or charged with any wrongdoing or illegal acts in connection with any such sites. The Company believes it maintains an effective and comprehensive environmental compliance program. The insurance carriers who provided general liability insurance coverage to the Company and its subsidiaries for the years during which the Company's subsidiaries' waste was disposed at these sites have agreed to pay, or reimburse the Company and its subsidiaries for, 100% of their legal defense and remediation costs associated with three of these sites and 25% of such costs associated with another one of these sites. The total costs incurred by the Company and its subsidiaries in connection with these sites, including legal fees incurred by the Company and its subsidiaries and their assessed share remediation costs and excluding amounts paid or reimbursed by insurance carriers, were approximately $1, $1 and $2 in fiscal years 2007, 2006 and 2005, respectively. The recorded liabilities included in accrued liabilities for environmental matters were $1,757, $1,757 and $2,387 for fiscal years 2007, 2006 and 2005, respectively. As discussed in Note 10, liabilities from discontinued operations have been segregated on the Consolidated Balance Sheet and include $2,121 for environmental matters related to Dielektra. Such recorded liabilities do not include environmental liabilities and related legal expenses for which the Company has concluded indemnification agreements with the insurance carriers who provided general liability insurance coverage to the Company and its subsidiaries for the years during which the Company's subsidiaries' waste was disposed at three sites for which certain subsidiaries of the Company have been named as potentially responsible parties, pursuant to which agreements such insurance carriers have been paying 100% of the legal defense and remediation costs associated with such three sites since 1985. 62 Included in cost of sales are charges for actual expenditure accruals, based on estimates, for certain environmental matters described above. The Company accrues estimated costs associated with known environmental matters, when such costs can be reasonably estimated and when the outcome appears probable. The Company believes that the ultimate disposition of known environmental matters will not have a material adverse effect on the liquidity, capital resources, business or consolidated results of operations or financial position of the Company. However, one or more of such environmental matters could have a significant negative impact on the Company's consolidated results of operations or financial position for a particular reporting period. 17. BUSINESS SEGMENTS The Company considers itself to operate in one business segment because the Company's advanced composite materials product line comprises less than 10% of the Company's assets, revenues and profit from operations on an absolute basis. The Company's printed circuit materials (the Nelco(R) product line) are marketed primarily to leading independent printed circuit board fabricators, electronic manufacturing service companies, electronic contract manufacturers and major electronic original equipment manufacturers ("OEMs") located throughout North America, Europe and Asia. The Company's advanced composite materials (the Nelcote(TM) product line) customers, the majority of which are located in the United States, include OEMs, independent firms and distributors in the electronics, aerospace, and industrial industries. Sales are attributed to geographic region based upon the region from which the materials were invoiced to the customer. Sales between geographic regions were not significant. Financial information regarding the Company's operations by geographic region follows:
Fiscal Year -------------------------------------------- 2007 2006 2005 ------------ ------------ ------------ Sales: United States $ 140,390 $ 124,365 $ 117,109 Europe 34,870 34,372 34,198 Asia 82,117 63,514 59,880 ------------ ------------ ------------ Total sales $ 257,377 $ 222,251 $ 211,187 ============ ============ ============ Long-lived assets: United States $ 25,600 $ 27,769 $ 32,610 Europe 4,659 9,077 10,856 Asia 25,331 20,105 20,183 ------------ ------------ ------------ Total long-lived assets $ 55,590 $ 56,951 $ 63,649 ============ ============ ============
18. CUSTOMER AND SUPPLIER CONCENTRATIONS a. Customers - Sales to Sanmina-SCI Corporation were 16.7%, 19.4% and 16.2% of the Company's total worldwide sales for fiscal years 2007, 2006 and 2005, respectively. Sales to TTM Technologies Inc. "TTM") were 10.7%, 11.7% and 13.3% of the Company's total worldwide sales for fiscal years 2007, 2006 and 2005. The sales to TTM during the 2007, 2006 and 2005 fiscal years included sales to Tyco Printed Circuit Group L.P., which was acquired by TTM 63 during the Company's 2007 fiscal year; and the sales to Sanmina-SCI Corporation during the 2005 fiscal year included sales to Pentex Schweitzer, which was acquired by Sanmina during the Company's 2006 fiscal year. Sales to Multilayer Technology, Inc. were 8.6%, 10.4% and 9.5% of the Company's total worldwide sales for fiscal year 2007, 2006 and 2005, respectively. While no other customer accounted for 10% or more of the Company's total worldwide sales in fiscal years 2007, 2006 and 2005, and the Company is not dependent on any single customer, the loss of a major printed circuit materials customer or of a group of customers could have a material adverse effect on the Company's business or consolidated results of operations or financial position. b. Sources of Supply - The principal materials used in the manufacture of the Company's high-technology printed circuit materials and advanced composite materials products are specially manufactured copper foil, fiberglass cloth and synthetic reinforcements, and specially formulated resins and chemicals. Although there are a limited number of qualified suppliers of these materials, the Company has nevertheless identified alternate sources of supply for each of such materials. While the Company has not experienced significant problems in the delivery of these materials and considers its relationships with its suppliers to be strong, a disruption of the supply of material from a principal supplier could adversely affect the Company's business. Furthermore, substitutes for these materials are not readily available and an inability to obtain essential materials, if prolonged, could materially adversely affect the Company's business. 19. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2005, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards No. 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154"). SFAS No. 154 requires retrospective application to prior periods financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. SFAS No. 154 further requires a change in depreciation, amortization or depletion method for long-lived, non-financial assets to be accounted for as a change in accounting estimate effected by a change in accounting principle. SFAS No. 154 became effective for the Company's 2007 fiscal year and did not have a material effect on the Company's Consolidated Financial Statements. In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an Interpretation of FASB Statement No. 109" ("FIN 48"). This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements in accordance with SFAS No. 109, "Accounting for Income Taxes". It prescribes a recognition threshold and measurement methodology 64 for financial statement reporting purposes and promulgates a series of new disclosures of tax positions taken or expected to be taken on a tax return for which less than all of the resulting tax benefits are expected to be realized. This Interpretation is effective for fiscal years beginning after December 15, 2006. The Company will adopt this Interpretation in the first quarter of its 2008 fiscal year, which will begin February 26, 2007. The Company is currently evaluating the requirements of FIN 48 and has not yet determined the impact of such requirements on the Company's Consolidated Financial Statements. In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles in the United States ("GAAP"), and expands disclosures about fair value measurements. SFAS 157 applies whenever other standards require, or permit, assets or liabilities to be measured at fair value. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Early adoption is permitted. SFAS 157 did not have a material effect on the Company's Consolidated Financial Statements. In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 ("SAB No. 108"), which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. If the effect of the initial misstatement is determined to be material, the cumulative effect may be reported as an adjustment to the beginning of year retained earnings with disclosure of the nature and amount of each individual error being corrected in the cumulative adjustment. SAB No. 108 is effective for fiscal years ending after November 15, 2006, with early application for the first interim period ending after November 15, 2006. The Company adopted SAB No. 108 in the fourth quarter of fiscal year 2007. The Company has not discovered material errors in prior years with material effects as of the date of this Form l0-K Annual Report. In February 2007, the FASB issued Statement of Financial Accounting Standard ("SFAS") No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities--Including an amendment of FASB Statement No. 115" ("SFAS 159"). SFAS 159 permits entities to elect to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after November 15, 2007. SFAS 159 did not have a material effect on the Company's Consolidated Financial Statements. 65 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarter ---------------------------------------------------------- First Second Third Fourth ------------ ------------ ------------ ------------ (In thousands, except per share amounts) Fiscal 2007: Net sales 62,838 66,518 68,195 59,826 Gross profit 16,363 16,044 17,241 14,459 Net earnings 8,894 12,544 9,529 8,824 Basic earnings per share: Net earnings per share $ 0.44 $ 0.62 $ 0.47 $ 0.44 Diluted earnings per share: Net earnings per share $ 0.44 $ 0.62 $ 0.47 $ 0.44 Weighted average common shares outstanding: Basic 20,135 20,183 20,189 20,194 Diluted 20,357 20,295 20,332 20,283 Fiscal 2006: Net sales $ 55,676 $ 52,442 $ 57,159 $ 56,974 Gross profit 12,030 11,595 15,292 15,684 Net earnings 5,328 6,057 9,745 5,745 Basic earnings per share: Net earnings per share $ 0.27 $ 0.30 $ 0.48 $ 0.29 Diluted earnings per share: Net earnings per share $ 0.27 $ 0.30 $ 0.48 $ 0.28 Weighted average common shares outstanding: Basic 19,947 20,032 20,099 20,109 Diluted 20,076 20,223 20,251 20,291
Earnings per share are computed separately for each quarter. Therefore, the sum of such quarterly per share amounts may differ from the total for the years. 66 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. ITEM 9A. CONTROLS AND PROCEDURES. (a) Disclosure Controls and Procedures. The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of February 25, 2007, the end of the fiscal year covered by this annual report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such fiscal year, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. (b) Management's Annual Report on Internal Control Over Financial Reporting. The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company's internal control over financial reporting as of February 25, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on management's assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of February 25, 2007. 67 The Company's independent auditor has issued its audit report on management's assessment of the Company's internal control over financial reporting. That report appears in Item 9A(c) below. (c) Attestation Report of the Registered Public Accounting Firm. Stockholders and Board of Directors of Park Electrochemical Corp. We have audited management's assessment, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, that Park Electrochemical Corp. and subsidiaries maintained effective internal control over financial reporting as of February 25, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO criteria"). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 68 In our opinion, management's assessment that Park Electrochemical Corp. and subsidiaries maintained effective internal control over financial reporting as of February 25, 2007, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, the Company maintained, in all material respect, effective internal control over financial reporting as of February 25, 2007, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of February 25, 2007 and February 26, 2006, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended February 25, 2007, and our report dated May 8, 2007 expressed an unqualified opinion on those financial statements. /s/GRANT THORNTON LLP New York, New York May 8, 2007 (d) Changes in Internal Control Over Financial Reporting. There has not been any change in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter of the fiscal year to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. ITEM 9B. OTHER INFORMATION. The Company is not disclosing under this item any information required to be disclosed on Form 8-K during the fourth quarter of the year covered by this Form 10-K Annual Report, but not reported, whether or not otherwise required by this Form 10-K. 69 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information called for by this item (except for information as to the Company's executive officers, which information appears elsewhere in this Report) is incorporated by reference to the Company's definitive proxy statement for the 2007 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A. ITEM 11. EXECUTIVE COMPENSATION. The information called for by this Item is incorporated by reference to the Company's definitive proxy statement for the 2007 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information called for by this Item is incorporated by reference to the Company's definitive proxy statement for the 2007 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information called for by this Item is incorporated by reference to the Company's definitive proxy statement for the 2007 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. This information called for by this Item is incorporated by reference to the Company's definitive proxy statement for the 2007 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A. 70 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Page ---- (a) Documents filed as a part of this Report (1) Financial Statements: The following Consolidated Financial Statements of the Company are included in Part II, Item 8: Report of Independent Registered Public Accounting Firm 41 Balance Sheets 42 Statements of Operations 43 Statements of Stockholders' Equity 44 Statements of Cash Flows 45 Notes to Consolidated Financial Statements (1-18) 46 (2) Financial Statement Schedules: The following additional information should be read in conjunction with the Consolidated Financial Statements of the Registrant described in Item 15(a)(1) above: Schedule II - Valuation and Qualifying Accounts 72 All other schedules have been omitted because they are not applicable or not required, or the information is included elsewhere in the financial statements or notes thereto. (3) Exhibits: The information required by this Item relating to Exhibits to this Report is included in the Exhibit Index beginning on page 73 hereof.
71 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 8, 2007 PARK ELECTROCHEMICAL CORP. By: /s/ Brian E. Shore ------------------------------------- Brian E. Shore, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------------------- ----------------------------------------------------- ----------- /s/ Brian E. Shore Chairman of the Board, President and Chief Executive --------------------- Officer and Director (principal executive officer) May 8, 2007 Brian E. Shore /s/ James L. Zerby Vice President and Chief Financial Officer (principal --------------------- financial officer) May 8, 2007 James L. Zerby /s/ Dale Blanchfield Director May 8, 2007 --------------------- Dale Blanchfield /s/ Anthony Chiesa Director May 8, 2007 --------------------- Anthony Chiesa /s/ Lloyd Frank Director May 8, 2007 --------------------- Lloyd Frank /s/ Steven T. Warshaw Director May 8, 2007 --------------------- Steven T. Warshaw
72 PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Column C Column A Column B Additions Column D Column E ---------------------------------------------------- ------------ ---------------------------- ------------ ------------ Balance at Balance at Beginning of Costs and End of Description Period Expenses Other Reductions Period ---------------------------------------------------- ------------ ------------ ------------ ------------ ------------ DEFERRED INCOME TAX ASSET VALUATION ALLOWANCE: 52 weeks ended February 25, 2007 $ 12,445,000 $ 1,286,000 - $ (3,500,000) $ 10,231,000 ============ ============ ============ ============ 52 weeks ended February 26, 2006 $ 18,212,000 $ (2,840,000) - $ (2,927,000) $ 12,445,000 ============ ============ ============ ============ 52 weeks ended February 27, 2005 $ 21,564,000 $ (3,352,000) - - $ 18,212,000 ============ ============ ============
Column D Column A Column B Column C Other Column E ---------------------------------------------------- ------------ ------------ --------------------------- ------------ Balance at Charged to Accounts Balance at Beginning of Costs and Written Translation End of Description Period Expenses Off Adjustment Period ---------------------------------------------------- ------------ ------------ ------------ ------------ ------------ (A) ALLOWANCE FOR DOUBTFUL ACCOUNTS: 52 weeks ended February 25, 2007 $ 1,930,000 $ (623,000) $ (140,000) $ (23,000) $ 1,144,000 ============ ============ ============ ============ ============ 52 weeks ended February 26, 2006 $ 1,984,000 $ (1,000) $ (26,000) $ (27,000) $ 1,930,000 ============ ============ ============ ============ ============ 52 weeks ended February 27, 2005 $ 1,845,000 $ 90,000 $ (28,000) $ 77,000 $ 1,984,000 ============ ============ ============ ============ ============
(A) Uncollectible accounts, net of recoveries. 73 EXHIBIT INDEX -------------
Exhibit Numbers Description Page ------- ----------------------------------------------------------------------- ---- 3.1 Restated Certificate of Incorporation, dated March 28, 1989, filed with the Secretary of State of the State of New York on April 10, 1989, as amended by Certificate of Amendment of the Certificate of Incorporation, increasing the number of authorized shares of Common stock from 15,000,000 to 30,000,000 shares, dated July 12, 1995, filed with the Secretary of State of the State of New York on July 17, 1995, and by Certificate of Amendment of the Certificate of Incorporation, amending certain provisions relating to the rights, preferences and limitations of the shares of a series of Preferred Stock, date August 7, 1995, filed with the Secretary of State of the State of New York on August 16, 1995 (Reference is made to Exhibit 3.01 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) - 3.2 Certificate of Amendment of the Certificate of Incorporation, increasing the number of authorized shares of Common Stock from 30,000,000 to 60,000,000 shares, dated October 10, 2000, filed with the Secretary of State of the State of New York on October 11, 2000 (Reference is made to Exhibit 3.02 of the Company's Annual Report on Form 10-K for the fiscal year ended March 2, 2003, Commission File No. 1-4415, which is incorporated herein by reference.) ................... - 3.3 Certificate of Amendment of the Certificate of Incorporation, canceling Series A Preferred Stock of the Company and authorizing a new Series B Junior Participating Preferred Stock of the Company, dated July 21, 2005, filed with the Secretary of the State of New York on July 21, 2005 (Reference is made to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on July 21, 2005, Commission File No. 1-4415, which is incorporated herein by reference) .................................. - 3.4 By-Laws, as amended May 21, 2002 (Reference is made to Exhibit 3.03 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) ........................................................ - 4.1 Rights Agreement, dated as of July 20, 2005, between the Company and Registrar and Transfer Company, as Rights Agent, relating to the Company's Preferred Stock Purchase Rights. (Reference is made to Exhibit 1 to Form 8-A filed on July 21, 2005, Commission File No. 1-4415, which is incorporated herein by reference.) ................... - 10.1 Lease dated December 12, 1989 between Nelco Products, Inc. and James Emmi regarding real property located at 1100 East Kimberly Avenue, Anaheim, California and letter dated December 29, 1994 from Nelco Products, Inc. to James Emmi exercising its option to extend such Lease (Reference is made to Exhibit 10.01 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) ................... -
74
Exhibit Numbers Description Page ------- ----------------------------------------------------------------------- ---- 10.2 Lease dated December 12, 1989 between Nelco Products, Inc. and James Emmi regarding real property located at 1107 East Kimberly Avenue, Anaheim, California and letter dated December 29, 1994 from Nelco Products, Inc. to James Emmi exercising its option to extend such Lease (Reference is made to Exhibit 10.02 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) ................... - 10.3 Lease Agreement dated August 16, 1983 and Exhibit C, First Addendum to Lease, between Nelco Products, Inc. and TCLW/Fullerton regarding real property located at 1411 E. Orangethorpe Avenue, Fullerton, California (Reference is made to Exhibit 10.03 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) ................... - 10.3(a) Second Addendum to Lease dated January 26, 1987 to Lease Agreement dated August 16, 1983 (see Exhibit 10.03 hereto) between Nelco Products, Inc. and TCLW/Fullerton regarding real property located at 1421 E. Orangethorpe Avenue, Fullerton, California (Reference is made to Exhibit 10.03(a) of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) .................................... - 10.3(b) Third Addendum to Lease dated January 7, 1991 and Fourth Addendum to Lease dated January 7, 1991 to Lease Agreement dated August 16, 1983 (see Exhibit 10.03 hereto) between Nelco Products, Inc. and TCLW/Fullerton regarding real property located at 1411, 1421 and 1431 E. Orangethorpe Avenue, Fullerton, California. (Reference is made to Exhibit 10.03(b) of the Company's Annual Report on Form 10-K for the fiscal year ended March 2, 1997, Commission File No. 1-4415, which is incorporated herein by reference.) .................................... - 10.3(c) Fifth Addendum to Lease dated July 5, 1995 to Lease dated August 16, 1983 (see Exhibit 10.03 hereto) between Nelco Products, Inc. and TCLW/Fullerton regarding real property located at 1411 E. Orangethorpe Avenue, Fullerton, California (Reference is made to Exhibit 10.03(c) of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) ........................................................ - 10.4 Lease Agreement dated May 26, 1982 between Nelco Products Pte. Ltd. (lease was originally entered into by Kiln Technique (Private) Limited, which subsequently assigned this lease to Nelco Products Pte. Ltd.) and the Jurong Town Corporation regarding real property located at 4 Gul Crescent, Jurong, Singapore (Reference is made to Exhibit 10.04 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) ........................................................... -
75
Exhibit Numbers Description Page ------- ----------------------------------------------------------------------- ---- 10.4(a) Deed of Assignment, dated April 17, 1986 between Nelco Products Pte. Ltd., Kiln Technique (Private) Limited and Paul Ma, Richard Law, and Michael Ng, all of Peat Marwick & Co., of the Lease Agreement dated May 26, 1982 (see Exhibit 10.04 hereto) between Kiln Technique (Private) Limited and the Jurong Town Corporation regarding real property located at 4 Gul Crescent, Jurong, Singapore (Reference is made to Exhibit 10.04(a) of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) .................................... - 10.5 1992 Stock Option Plan of the Company, as amended by First Amendment thereto. (Reference is made to Exhibit 10.06(b) of the Company's Annual Report on Form 10-K for the fiscal year ended March 1, 1998, Commission File No. 1-4415, which is incorporated herein by reference. This exhibit is a management contractor compensatory plan or arrangement.) . - 10.6 Lease dated April 15, 1988 between FiberCote Industries, Inc. (lease was initially entered into by USP Composites, Inc., which subsequently changed its name to FiberCote Industries, Inc.) and Geoffrey Etherington, II regarding real property located at 172 East Aurora Street, Waterbury, Connecticut (Reference is made to Exhibit 10.07 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) ........................................................ - 10.6(a) Amendment to Lease dated December 21, 1992 to Lease dated April 15, 1988 (see Exhibit 10.06 hereto) between FiberCote Industries, Inc. and Geoffrey Etherington II regarding real property located at 172 East Aurora Street, Waterbury, Connecticut (Reference is made to Exhibit 10.07(a) of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) .................................... - 10.6(b) Letter dated June 30, 1997 from FiberCote Industries, Inc. to Geoffrey Etherington II extending the Lease dated April 15, 1988 (see Exhibit 10.06 hereto) between FiberCote Industries, Inc. and Geoffrey Etherington II regarding real property located at 172 East Aurora Street, Waterbury Connecticut. (Reference is made to Exhibit 10.08(b) of the Company's Annual Report on Form 10-K for the fiscal year ended March 1, 1998, Commission File No. 1-4415, which is incorporated herein by reference.) ........................................................ - 10.7 Lease dated December 12, 1990 between Neltec, Inc. and NZ Properties, Inc. regarding real property located at 1420 W. 12th Place, Tempe, Arizona. (Reference is made to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the fiscal year ended March 2, 1997, Commission File No. 1-4415, which is incorporated herein by reference.) .......... -
76
Exhibit Numbers Description Page ------- ----------------------------------------------------------------------- ---- 10.7(a) Letter dated January 8, 1996 from Neltec, Inc. to NZ Properties, Inc. exercising its option to extend the Lease dated December 12, 1990 (see Exhibit 10.7 hereto) between Neltec, Inc. and NZ Properties, Inc. regarding real property located at 1420 W. 12th Place, Tempe, Arizona. (Reference is made to Exhibit 10.13(a) of the Company's Annual Report on Form 10-K for the fiscal year ended March 2, 1997, Commission File No. 1-4415, which is incorporated herein by reference.) ............... - 10.7(b) Letter dated January 25, 2001 from Neltec, Inc. to NZ Properties, Inc. exercising its option to extend the Lease dated December 12, 1990 (see Exhibit 10.7 hereto) between Neltec, Inc. and NZ Properties, Inc. regarding real estate property located at 1420 W. 12th Place, Tempe, Arizona (Reference is made to Exhibit 10.7(b) of the Company's Annual Report on Form l0-K for the fiscal year ended February 26, 2006, Commission File No. 1-4415, which is incorporated herein by reference.) - 10.7(c) Letter dated February 14, 2006 from Neltec, Inc. to REB Ltd. Properties, Inc. exercising its option to extend the Lease dated December 12, 1990 (see Exhibit 10.7 hereto) between Neltec, Inc. and NZ Properties, Inc. regarding real property located at 1420 W. 12th Place, Tempe, Arizona (Reference is made to Exhibit 10.7(c) of the Company's Annual Report on Form 10-K for the fiscal year ended February 26, 2006, Commission File No. 1-4415, which is incorporated herein by reference.) - 10.8 Lease Contract dated February 26, 1988 between the New York State Department of Transportation and the Edgewater Stewart Company regarding real property located at 15 Governor Drive in the Stewart International Airport Industrial Park, New Windsor, New York (Reference is made to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) ........................... - 10.8(a) Assignment and Assumption of Lease dated February 16, 1995 between New England Laminates Co., Inc. and the Edgewater Stewart Company regarding the assignment of the Lease Contract (see Exhibit 10.8 hereto) for the real property located at 15 Governor Drive in the Stewart International Airport Industrial Park, New Windsor, New York (Reference is made to Exhibit 10.13(a) of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) .................................... - 10.8(b) Lease Amendment No. 1 dated February 17, 1995 between New England Laminates Co., Inc. and the New York State Department of Transportation to Lease Contract dated February 26, 1988 (see Exhibit 10.8 hereto) regarding the real property located at 15 Governor Drive in the Stewart International Airport Industrial Park, New Windsor, New York (Reference is made to Exhibit 10.13(b) of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.) ........................... -
77
Exhibit Numbers Description Page ------- ----------------------------------------------------------------------- ---- 10.9 2002 Stock Option Plan of the Company (Reference is made to Exhibit 10.01 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 1, 2002, Commission File No. 1-4415, which is incorporated herein by reference. This exhibit is a management contract or compensatory plan or arrangement.) ................................. - 10.10 Forms of Incentive Stock Option Contract for employees, Non-Qualified Stock Option Contract for employees and Non-Qualified Stock Option Contract for directors under the 2002 Stock Option Plan of the Company (Reference is made to Exhibit 10.10 of the Company's Annual Report on Form 10-K for the fiscal year ended February 27, 2005, Commission File No. 1-4415, which is incorporated herein by reference. ................ - 14.1 Code of Ethics for Chief Executive Officer and Senior Financial Officers adopted on May 6, 2004 (Reference is made to Exhibit 14.1 of the Company's Annual Report on Form 10-K for the fiscal year ended February 29, 2004, Commission File No. 1-4415, which is incorporated herein by reference.) ................................................. - 21.1 Subsidiaries of the Company ........................................... 78 23.1 Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP) ......................................................... 79 31.1 Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a) ........................................... 80 31.2 Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a) ........................................... 82 32.1 Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ........................................................... 84 32.2 Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ........................................................... 85