SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the Fiscal Year Ended June 30, 1999 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: 0-27932
PRAEGITZER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OREGON
(State or other jurisdiction of 93-0790158
incorporation or organization) (I.R.S. Employer Identification No.)
19801 SW 72nd Avenue
Tualatin, Oregon 97062 (503) 454-6000
(Address of principal executive offices) (Registrant's zip code) (Registrant's
telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
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 the 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. ____
The aggregate market value of voting Common Stock held by
non-affiliates of the registrant at September 20, 1999 was approximately
$21,359,624. For purposes of this calculation, officers and directors are
considered affiliates.
Number of shares of Common Stock outstanding at September 20, 1999: 13,129,751.
Documents Incorporated by Reference
Part of Form 10-K Into Which
Document Documents are Incorporated
Proxy Statement for 1999 Annual Part III
Meeting of Shareholders
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TABLE OF CONTENTS
Part I
Item 1 Business.......................................................... 1
Item 1(a) Executive Officers of the Registrant.............................. 8
Item 2 Properties........................................................ 9
Item 3 Legal Proceedings................................................. 9
Item 4 Submission of Matters to a Vote of Security Holders............... 9
Part II
Item 5 Market for the Registrant's Common Equity
and Related Shareholder Matters................................ 10
Item 6 Selected Financial Data........................................... 11
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 12
Item 7(a) Quantitative and Qualitative Disclosure About Market Risk......... 17
Item 8 Financial Statements and Supplementary Data....................... 17
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure....................................... 40
Part III
Item 10 Directors and Executive Officers of the Registrant................ 40
Item 11 Executive Compensation............................................ 40
Item 12 Security Ownership of Certain Beneficial Owners and Management.... 40
Item 13 Certain Relationships and Related Transactions.................... 40
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K... 41
Signatures .................................................................. 43
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Forward-Looking Statements
The statements concerning working capital needs constitute
forward-looking statements that are subject to risks and uncertainties. Factors
that could adversely affect the Company's working capital needs include, but are
not limited to, business conditions and growth in the electronics industry and
general economies, both domestic and international, lower than expected customer
orders, risks related to customer cancellation or postponement of orders,
competitive factors (including increased competition, new product offerings by
competitors and price pressures), the availability of third party parts and
supplies at reasonable prices and technological difficulties and resource
constraints encountered in developing new products. Additional factors include
the economic situation in Asia, the ability to manage and utilize manufacturing
capacity, production delays, product mix and yield issues associated with
production, the ability to execute financing strategies, and any unanticipated
costs associated with risks related to the Year 2000 issue.
PART I
Item 1. BUSINESS
The Company is a leader in providing electronics original equipment
manufacturers ("OEMs") and contract manufacturers with a full range of printed
circuit board ("PCB") and interconnect solutions, including schematic capture
and design, quick-turnaround, prototyping and pre-production, and large volume
production. The Company provides its solutions to four key electronics industry
segments (with corresponding percentages of Company revenue for the fiscal year
ended June 30, 1999): (i) data and telecommunications (40%), (ii) computers and
peripherals (32%), (iii) industrial and instrumentation (22%) and (iv) business
and consumer (6%). The Company's growth has been driven by sales to industry
leaders whose products require increasing complexity and technological
advancement within the electronic interconnect industry. The Company has
obtained ISO 9002 certifications for all of its manufacturing facilities, ISO
9001 certifications for all of its design centers and has received awards from a
number of its customers in recognition of its superior performance in meeting
their PCB needs. In fiscal 1999 the Company served more than 650 customers
worldwide.
Industry Overview
PCBs, consisting of interconnected layers of etched copper patterns of
electrical circuitry that have been laminated to insulating material, are the
basic platforms used to interconnect the integrated circuits and other essential
components of electronic products. The Company primarily focuses on the
multilayer PCB market, which accounted for approximately 79.6% and 76.1% of U.S.
PCB sales in 1998 and 1997, respectively, according to the Institute for
Interconnecting Packaging Electronic Circuits ("IPC").
The overall market for electronic products has grown steadily over the
past 20 years as end users increasingly seek products with attractive
price/performance characteristics and as technological advances have created new
markets. To compete in the broader electronics market, OEMs require product
components with increased functionality at lower cost per function. The
interconnect densities, signal speeds and layer counts of PCBs have increased to
meet these requirements. Many of these increasingly complex PCBs are
manufactured using a variety of complex processes and equipment, further
complicating the production process. Furthermore, competitive pressures and
rapid technological change have shortened product life cycles. As a result,
time-to-market and time-to-volume have become increasingly important competitive
factors.
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To compete in the market for increasingly complex and technologically
advanced PCBs and to meet shorter time-to-market and time-to-volume
requirements, PCB manufacturers must make substantial capital investments and
develop greater manufacturing specialization and expertise. These factors have
resulted in two trends in the PCB industry. First, as capital requirements have
increased, the industry has consolidated. According to IPC, the number of United
States PCB manufacturers has decreased from over 2,500 in 1976 to fewer than 700
in 1998. Second, OEMs have increased the outsourcing of PCB production to focus
resources on their core strengths and have relied on outside suppliers to
overcome increasingly complex manufacturing challenges. According to IPC, the
independent manufacturers' portion of the total PCB market increased to 95% in
1998 from 66% in 1991. IPC estimates that in 1998 the ten largest independent
manufacturers accounted for about 44% of total PCB sales in the United States by
independent manufacturers.
PCB Design and Production Process
The creation of PCBs progresses in stages: (1) initial design and
simulation, (2) schematic capture and circuit design, (3) quick-turnaround,
prototype and pre-production, and (4) volume production.
1. INITIAL DESIGN. Initial design is performed by the OEMs and encompasses the
process of idea formation, conceptual analysis, engineering design (including
specifications and features), functional simulation and simulation of the
processed layout of a PCB.
2. SIMULATION. Simulation of proposed locations of holes and conductors (the
"layout") provides information regarding potential layout problems to the
initial design engineer and creates revised design guidelines for the schematic
capture and circuit design technicians. Due to the increasing number of
high-speed devices being used on PCBs, physical layout guidelines must be
tailored to each particular design to resolve problems regarding circuit timing,
signal-integrity and electromagnetic interference ("EMI"). These problems, if
not resolved in up-front board layout design, can result in low manufacturing
yields and inconsistent product performance that can increase time and cost to
market for OEMs. Up-front simulation by knowledgeable professionals using
computer aided design ("CAD") simulation tools is required to model and resolve
problematic issues prior to manufacturing.
3. SCHEMATIC CAPTURE AND CIRCUIT DESIGN. Schematic capture involves the input of
an electronic schematic diagram into a high-performance computer workstation
that generates a list of the electronic components and interconnects required to
design a PCB. Circuit design is accomplished using specialized CAD software
programs. Computer-generated data describe the layout which, along with
manufacturing information, may be transmitted electronically from the designer
to the manufacturer. When transmitting data to its internal manufacturing
organizations, the Company typically uses specialized computer aided
manufacturing ("CAM") software prior to sending the data to ensure design for
manufacturability ("DFM") and to help speed the quick-turnaround process.
Historically, circuit design was the step in the PCB production process least
likely to be outsourced by OEMs. As PCB related design-for-manufacture
challenges become more complex, however, more OEMs are relying on outside
resources for these services.
4. QUICK-TURNAROUND, PROTOTYPE AND PRE-PRODUCTION. Quick-turnaround is
characterized by shorter than standard lead time requirements, typically one to
10 days, and involves producing a small quantity, usually fewer than 50 PCBs.
Prototype evaluation is critical to product development and frequently requires
several iterations to finalize the design. Because time is critical, most
prototypes are manufactured on a quick-turnaround basis. Consequently, high
quality and timely delivery generally are the most important competitive factors
for the quick-turnaround market. Pre-production runs involve the manufacture of
limited quantities of PCBs during the transition from prototype to volume
production. Pre-production may require quick-turnaround delivery because of
overall time-to-market pressures and shorter product life cycles or as a
temporary solution in the event of volume production delay. Accordingly, high
quality and timely delivery continue to be the factors most important to the OEM
or contract manufacturer, although price is also a significant factor. Many OEMs
take advantage of a PCB
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manufacturer's quick-turnaround capability, even when circuit design or
volume production is done in-house or by other PCB manufacturers. PCB
manufacturers use quick-turnaround capabilities to build relationships with
OEMs, thereby developing additional OEM design and volume production business.
5. VOLUME PRODUCTION. Volume production is characterized by longer lead times
and increased emphasis on lower cost as the product moves to full-scale
commercial production. At this stage of production, price, quality, on-time
delivery and process capability are the factors most important to the OEM or
contract manufacturer. As product life cycles grow shorter, the ability to meet
shorter lead time requirements becomes an increasingly significant competitive
factor.
Each stage of the PCB creation process requires substantially different
capabilities and as a result most companies specialize in only one stage.
Consequently, OEMs and contract manufacturers typically use different suppliers
at each stage, which requires costly and time-consuming duplicative tooling and
pre-production engineering. Accordingly, many OEMs and contract manufacturers
are establishing strategic relationships with fewer suppliers such as the
Company that provide a full range of services.
The Praegitzer Approach
The Company provides a full range of PCB and electronic interconnect
solutions that meet the growing technological demands of electronics OEMs and
contract manufacturers. The Company provides design services, quick-turnaround,
prototyping, pre-production and volume production of PCBs to its customers using
integrated processes that allow shorter time-to-market and time-to-manufacture
at a lower cost of manufacturing. The Company seeks to expand its supplier
relationships with electronics OEMs because these customers have the greatest
incentive to fully exploit the advantages provided by the Company's integrated
design and fabrication of complex PCBs. By working with high-end customers, the
Company can influence the design of customers' PCBs, optimize performance,
minimize production costs and shorten development and production time.
Markets
The Company concentrates on the broad electronics market, which is
characterized by high growth, rapid technological advances, short product
development cycles and accelerated time-to-market and time-to-volume
requirements. In response to this market's broadening requirements, the Company
became a complete solution provider and expanded its design, quick-turnaround
and production volume capabilities.
The Company's principal customers are electronics OEMs and contract
manufacturers in four vertical markets--(i) computers and peripherals, (ii) data
communications and telecommunications, (iii) instrumentation and industrial, and
(iv) business and consumer.
Computers and Peripherals. The computer and peripheral market accounted for
approximately $70.4 million, or 32%, of the Company's 1999 revenue. The most
significant component of growth in this market is unit sales of computers. Since
fiscal 1996, Company sales to this sector have increased at a compound annual
rate of 50%. Future drivers of growth in this area include (i) growth in the
personal computer (PC) market, (ii) emerging global markets and (iii) rapid
advancement of technology.
Data Communications and Telecommunications. The data communications and
telecommunications market accounted for approximately $86.3 million, or 40%, of
the Company's fiscal 1999 revenue. Products incorporating the Company's PCBs
include portable communication devices such as cellular telephones, microwave
relays, telecommunications and telephone switching equipment, and mobile radios.
Since fiscal 1996, Company sales to this sector have increased at a compound
annual rate of 40%. Future drivers of growth in this area include (i) heavy
demand expected for portable communication devices, (ii) infrastructure
build-out in the telecommunications industry, and (iii) rapid pace of new
product introductions.
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Instrumentation and Industrial. The instrumentation and industrial market
accounted for approximately $47.4 million, or 22%, of the Company's 1999
revenue. Products incorporating the Company's circuit boards include machine and
process controls, sensors, test and measurement equipment and medical
instruments. Demand is expected to increase as the use of electronic measuring
equipment and medical technologies such as magnetic resonance imaging (MRIs) and
laser surgery continues to increase. Since fiscal 1996, Company sales to this
sector have increased at a compound annual rate of 13%. Future drivers of growth
in this area include (i) increasing capital expenditures by OEMs, (ii)
improvements in technology, (iii) increasing research and development budgets,
and (iv) emerging global healthcare markets.
Business and Consumer. The business and consumer market accounted for
approximately $13.6 million, or 6%, of the Company's 1999 revenue. Products
incorporating the Company's circuit boards include copy machines, inventory
tracking systems and cash registers. Demand has been driven by a number of
factors, the most significant of which is the expanding consumer market for
electronics. Since fiscal 1996, Company sales to this sector have increased at a
compound annual rate of 13%. Future drivers of growth in this area include (i)
increasing demand for complex consumer electronics and (ii) continued investment
by companies in modern business systems.
Manufacturing and Engineering Processes and Quality Assurance
The Company believes its substantial capital investment and
manufacturing expertise in a number of specialized areas have contributed to its
position as one of the leaders in the production of complex, rigid multilayer
PCBs. The Company's complete solution strategy, incorporating design,
quick-turnaround and prototyping, and volume production requires periodic
upgrades of the Company's capabilities and resources.
The Company believes that its design capabilities are facilitated by
tools focused on DFM and CAM systems. These systems take full advantage of the
Company's materials technologies, including the ability to use materials as thin
as .0015 inches, alternative surface finishes, electroless nickel/immersion
gold, selective gold plate and OSP (organic surface protection). The Company
also uses specialty materials such as GETEK(R), OHMEGA-PLY(R), cyanate ester and
polyimide for high temperature, fast signal speed and other high-performance
requirements.
The Company's substantial investment in its modern prototyping and
volume production facilities and state-of-the-art equipment permits high-yield
fabrication of complex PCBs. The Company can produce PCBs with more than 20
layers incorporating blind vias, buried vias, laser microvias and buried
resistors and capacitance. Most vias (holes drilled in the PCBs to facilitate
electronic interconnects) are made with computer-controlled drills, with
tolerances as small as .004 inches.
The performance of a PCB is highly sensitive to quality standards. In
recognition of the need for quality, the Company has obtained ISO 9002
certifications for all of its manufacturing facilities and ISO 9001
certification for all of its design centers. Certain of the Company's
manufacturing facilities also are Bellcore compliant. The Company's fine-line
circuitry is produced within the Company's Class 10,000 clean room environment,
and completed PCBs are subject to rigorous automated optical inspection,
dual-side simultaneous testing, flying probe technology and a variety of
customized test fixtures that have been designed and produced by the Company.
Sales and Marketing
The Company's sales organization emphasizes the Company's solution
strategy. The Company has sales personnel located in Alabama, Arizona,
California, Florida, Georgia, Illinois, Israel, Malaysia, Massachusetts,
Minnesota, New Hampshire, Oregon, Scotland, Singapore, Texas and Washington,
locations that are in close proximity to many of the Company's existing and
potential customers. The
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Company's sales organization consists of a senior vice president of sales
and marketing, a vice president of customer service, 6 regional managers, 22
account executives and one global account manager. Each division of the Company
also has an experienced inside sales and customer service organization to
support its outside sales personnel and to promote customer relationships.
The Company engages in a number of marketing activities to enhance
awareness of its broad range of products and services. In addition to paid
advertisements and promotional items, the marketing efforts include business and
technical editorials for industry publications, participation in trade shows and
industry conferences, customer newsletters and satisfaction surveys as well as
scheduled press releases.
Materials and Supplies
The Company orders certain materials and supplies based on purchase
orders received and seeks to minimize its inventory of other materials that are
not identified for use in filling specific orders. Although the Company uses a
select group of suppliers, the materials necessary to manufacture PCBs are
generally available from multiple suppliers.
To enhance its relationships with suppliers, in 1991 the Company
implemented a "STAR Supplier" program to improve key supplier performance by
measuring product quality, on-time delivery, technological support, sales
support and other criteria. The Company believes it has realized significant
benefits from the program, including lower costs of materials.
The Company has established strategic relationships and stocking
programs with certain key vendors and negotiated price discounts based on the
volume of the Company's purchases. For example, certain laminate suppliers
operate warehouses near the Company and are beginning to work directly from the
Company's materials requirement projections to better meet the Company's needs.
The Company also uses suppliers' technical support and engineering capabilities.
For example, several proprietary chemistry and equipment vendors have provided
personnel to work full-time within the Company's facilities.
Management Information Systems
The Company uses its management information systems to shorten
turnaround times for customer orders, increase output, improve inventory
management, and reduce costs by allowing the Company to more efficiently manage
and control the PCB production process. The Company has developed information
systems that integrate key management data to facilitate operations under its
complete solution strategy. The Company uses both internally developed and third
party software, with applications for manufacturing and shop floor control, DFM
analysis, quality assurance, CAD/CAM, human resources, and finance and
accounting.
In fiscal 1999, the Company substantially completed Phase I of a rapid
multiphase rollout of the SAP R/3 enterprise resource planning software solution
("Phase I"). Costs associated with Phase I were approximately $5.6 million in
fiscal 1999. Phase I integrated the Company's financial and accounting systems
as well as provided manufacturing, sales order entry and materials management
for the Fremont facility and all the design centers. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Compliance."
The Company anticipates utilizing the SAP R/3 system to shorten
turnaround times for customer orders, increase output, improve inventory
management and reduce costs by eliminating duplication of work and reducing
errors in ordering of parts. The fully installed system will consist of a
material resources planning module, a shop floor control module, an inventory
control and parts tracing module and a general accounting module.
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Competition
The PCB industry is highly fragmented and characterized by intense
competition, which the Company believes will increase. The Company's competitors
include large domestic manufacturers, offshore manufacturers located primarily
in Asia, small or regional domestic manufacturers and captive PCB operations of
larger OEMs. The principal competitors of the Company include Nanya (Taiwan),
Compeq (Taiwan and North America), Hadco (North America and Malaysia) and
Viasystems (North America and Europe).
The Company believes the primary competitive factors in the market for
complex, rigid multilayer printed circuit boards are product quality,
responsiveness to customers, on-time delivery, lead time, volume production
capabilities, advanced manufacturing technology, engineering skills and price.
The Company believes its primary competitive strengths stem from its solutions
offerings, including its ability to provide technologically advanced
manufacturing services, respond to customers reliably and effectively and
deliver finished products on a quick-turnaround through high volume basis while
maintaining superior product quality.
Backlog
The Company's backlog at June 30, 1999 was approximately $22.9 million,
compared to a backlog of approximately $23.4 million at June 30, 1998. The
Company includes in its backlog all purchase orders scheduled for delivery
within the next 12 months, although the majority of the backlog typically is
scheduled for delivery within 60 days. There are no orders in the Company's
backlog that it does not reasonably expect to have filled by June 30, 2000. For
a variety of reasons, including timing of orders and shipments, delivery
intervals, customer and product mix and the possibility of customer changes in
delivery schedules, backlog as of any particular date may not be a reliable
measure of sales for any succeeding period. Cancellation charges generally vary
depending upon the time of cancellation and, therefore, the Company's backlog
may be subject to cancellation without significant penalty to the customer.
Environmental Matters
The Company is subject to environmental laws relating to the storage,
use and disposal of chemicals, solid waste and other hazardous materials, as
well as air quality regulations. Water used in the manufacturing process must be
treated to remove metal particles and other contaminates before it can be
discharged into the municipal sanitary sewer system. The Company operates and
maintains effluent water treatment systems and uses approved laboratory testing
procedures at its manufacturing facilities. The Company operates these systems
under effluent discharge permits issued by a number of governmental authorities.
These permits must be renewed periodically and are subject to revocation in the
event of violations of environmental laws. See "Risk Factors--Environmental
Matters."
The Company believes its activities and facilities are in compliance
with applicable environmental laws in all material respects. The Company
eliminated all ozone depleting compounds from its manufacturing processes in
December 1993. In 1993 the Company was also recognized by the United Nations as
an environmentally conscious manufacturer. In 1994 the Environmental Protection
Agency recognized the Company for its participation in the 33/50 Program, a
voluntary initiative aimed at reducing emissions and disposals of toxic
substances.
Insurance
The Company maintains insurance against property damage (including
business interruption) and against product liability claims in amounts that the
Company believes to be adequate. There is no assurance that such coverages will
continue to be available in the amounts desired or on terms acceptable to the
Company, or that these coverages will be adequate for losses or liabilities
actually incurred. Any
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uninsured or underinsured loss suffered by, or claim brought against, the
Company, or any claim or product recall that results in significant cost to or
adverse publicity against the Company, could have a material adverse effect on
the Company.
Employees
At June 30, 1999, the Company had approximately 1,700 employees. None
of the Company's employees are represented by a labor union, and the Company has
never experienced a work stoppage, slowdown or strike. The Company believes it
maintains good employee relations.
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Item 1A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth, as of August 31, 1999, executive
officers of the Company.
Name Age Position
- ---- --- --------
Robert L. Praegitzer 68 Chief Executive Officer and Chairman of the Board
Matthew J. Bergeron 36 President, Chief Operating Officer and Director
Robert J. Versiackas 50 Senior Vice President of Operations
James M. Buchanan 52 Senior Vice President of Sales and Marketing
Gregory L. Lucas 54 Senior Vice President of Technology
Robert G. Schmelzer 48 Senior Vice President of Administration
ROBERT L. PRAEGITZER founded the Company in 1981 and has been its Chief
Executive Officer and Chairman of the Board since that time and was the
President since that time until January 1998. He was also the founder and
President of Praegitzer Design, Inc. which merged into the Company in 1995, and
Praegitzer Property Group, the assets of which were acquired by the Company in
1996.
MATTHEW J. BERGERON joined the Company in 1990 as Chief Financial
Officer. He became Senior Vice President in 1993, a director in November 1995,
the Executive Vice President and Chief Operating Officer in April 1997 and
President and Chief Operating Officer in January 1998. Prior to joining the
Company, Mr. Bergeron was an accountant at Johnson & Shute P.S., a public
accounting firm.
ROBERT J. VERSIACKAS joined Trend in 1990 as Vice President of
Operations and upon the merger of Trend into the Company in August 1996 was
appointed Vice President of Operations - Fremont Division. In February 1997 Mr.
Versiackas became Senior Vice President of Operations.
JAMES M. BUCHANAN joined the Company as Senior Vice President of Sales
and Marketing in April 1998. Prior to joining the Company, Mr. Buchanan served
as Vice President of Sales for Zycon Corporation from 1984 until January 1997,
Vice President of Sales for Hadco Corporation from January 1997 until August
1997 and Senior Vice President of Sales for Continental Circuits from August
1997 until April 1998.
GREGORY L. LUCAS joined the Company in June 1997 as Senior Vice
President of Technology. Prior to joining the Company, Mr. Lucas had been Vice
President of Technology for Zycon Corporation since 1991. Mr. Lucas holds
several patents primarily in the field of buried passive components.
ROBERT G. SCHMELZER joined the Company in 1997 as Vice President of
Human Resources. He became Senior Vice President of Administration in March of
1999. Prior to joining the Company, Mr. Schmelzer served as Vice President of
Human Resources with Penwest, Ltd. and Penford Products Company from 1993 to
1997 and held a senior Human Resources position with Air Products and Chemicals,
Inc. from 1985 to 1993.
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Item 2. PROPERTIES
The Company's principal properties are as follows:
Ownership Square
Location Purpose Status Feet
-------- ------- --------- -----
Dallas, Oregon Volume production Owned 130,000
White City, Oregon Volume production Owned 105,000
Fremont, California Quick-turnaround Leased 60,000
- -------------------
The Dallas and White City manufacturing facilities specialize in medium
to high volume production of complex, rigid multilayer PCBs, and the Fremont
facility specializes in quick-turnaround prototype production. The Company also
has 11 design centers worldwide, 9 in the U.S., one in Israel and one in
Scotland.
The Fremont facility is subject to a monthly lease cost of
approximately $54,500, which expires in 2009.
Item 3. LEGAL PROCEEDINGS
On June 4, 1999, Intergraph Corporation filed a complaint in the
Northern District of Alabama United States District Court against the Company
and seeks a declaratory judgment that Intergraph is not in default under a 1998
Purchase Agreement. Intergraph also claims that printed circuit boards purchased
from Praegitzer were defective and not timely delivered. Intergraph claims
damages in excess of $75,000. The Company has counterclaimed, seeking damages of
approximately $25 million as a result of what the Company believes to have been
inaccurate information provided by Intergraph in connection with the sale of the
Huntsville, Alabama facility.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended June 30, 1999.
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PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
The Company's Common Stock is listed for trading on the Nasdaq National
Market under the symbol "PGTZ". The following table sets forth for the periods
indicated the highest and lowest closing sales prices for the Common Stock, as
reported by the Nasdaq National market.
Fiscal 1998
First quarter $14.938 $10.50
Second quarter $15.000 $9.250
Third quarter $11.125 $8.500
Fourth quarter $9.438 $5.469
Fiscal 1999
First quarter $9.000 $5.500
Second quarter $9.500 $6.375
Third quarter $8.750 $4.500
Fourth quarter $6.063 $4.625
As of September 20, 1999, there were approximately 1,424 shareholders
of record, and the last per share sales price of the Common Stock on that date
was $4.625.
On February 18, 1999, the Company sold to Matthew Bergeron, the
Company's President and Chief Operating Officer, 100,000 shares of the Company's
common stock for $520,350, which must be paid, without interest, on or before
January 1, 2006. This transaction is exempt from registration under Rule 506 of
the Securities Act.
As of May 7,1999, the Company issued 99,998 shares of Common Stock in a
private placement exempt from registration under Rule 903 of the Securities Act
to the shareholders of Intracon Design Limited of Scotland, U.K. as
consideration for the merger of Intracon Design Limited with and into the
Company.
The Company has not declared any cash dividends in the past two fiscal
years. The Company expects to retain any earnings to finance the expansion and
development of its business and has no plans to declare cash dividends and would
be required to receive written consent of its primary lender in order to declare
any dividends. The payment of dividends is within the discretion of the
Company's Board of Directors and will depend on the earnings, capital
requirements and operating and financial condition of the Company, among other
factors.
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Item 6. SELECTED FINANCIAL DATA
<TABLE>
Year Ended June 30,
------------------------------------------------------------------
1999 1998 1997 1996 1995
------------------------------------------------------------------
Statement of Income Data: (in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Revenue $ 217,665 $ 182,773 $ 147,947 $ 95,101 $ 58,096
Cost of goods sold 191,172 148,487 122,013 72,941 48,343
Gross Profit 26,493 34,286 25,934 22,160 9,753
Selling, general and administrative expenses 29,046 23,456 19,188 8,896 6,406
Restructuring expense 29,818 -- -- -- --
Impairment and in-process technology expense -- -- 11,650 -- --
Income (loss) from operations (32,370) 10,830 (4,904) 13,264 3,347
Interest expense 5,848 3,757 2,295 1,799 1,563
Income (loss) from continuing operations
before income taxes (36,437) 7,297 (6,631) 11,767 1,876
Provision (benefit) for income taxes (10,898) 2,215 1,670 4,472(1) 691(1)
Income (loss) from continuing operations (25,539) 5,082 (8,301) 7,295(1) 1,185(1)
Net income (loss) $(25,539) $ 5,082 $(8,301) 6,916(1) 1,185(1)
Net income (loss) per share - basic and diluted $ (1.97) $ 0.40 $ (0.68) $ 0.76(1) $ 0.13(1)
Weighted average number of shares outstanding 12,973 12,694 12,234 9,070 8,824
- - basic
Weighted average number of shares outstanding 12,973 12,846 12,234 9,110 8,824
- - diluted
Balance Sheet Data: June 30,
------------------------------------------------------------------
1999 1998 1997 1996 1995
------------------------------------------------------------------
Working capital $ 18,794 $ 19,297 $ 17,031 $ 10,743 $ (1,897)
Inventories 16,652 16,491 8,534 6,212 4,002
Total assets 143,897 151,494 87,286 52,836 30,352
Notes payable and current portion of long-term 6,438 6,394 3,565 871 1,302
obligations
Long-term obligations, net of current portion 73,216 73,413 29,785 7,695 10,188
Shareholders' equity 19,352 43,980 37,641 34,641 5,699
</TABLE>
- ------------------------------------------------
(1) The Company was an S corporation prior to April 1996 and accordingly
was not subject to federal and state income taxes prior to April 1996.
For this portion of the year presented, income tax expense, net income
and net income per share are shown pro forma. Pro forma amounts reflect
federal and state income taxes as if the Company had been a C
corporation based on the effective tax rates that would have been in
effect during these periods.
11
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
The Company is a leading provider of a full range of PCB and
interconnect solutions, including schematic capture and design,
quick-turnaround, prototyping and pre-production, and large volume production to
electronics OEMs and contract manufacturers. The Company provides its solutions
to four key electronics industry segments (with corresponding percentages of
Company revenue for fiscal 1999): (i) data and telecommunications (40%), (ii)
computers and peripherals (32%), (iii) industrial and instrumentation (22%) and
(iv) business and consumer (6%). The majority of customers are based in the
United States. During the years ended June 30, 1999, 1998, and 1997, sales to
international customers represented 9.0%, 2.1%, and 2.6% of total revenue,
respectively. The only significant long-lived assets the Company holds outside
the United States are in Melaka, Malaysia and are held for sale as disclosed in
the financial statements.
In 1997, the Company implemented its complete solutions offering to
provide its customers with advanced technology and integrated manufacturing
capabilities for the entire cycle of PCB creation. As part of that
implementation the Company has made a number of strategic acquisitions. In
November 1995 the Company acquired Circuit Technology, Inc. ("CTI") to increase
its prototype production capability. In August 1996 the Company acquired Trend
Circuits ("Trend") (now its Fremont facility) to increase its quick-turnaround
capability. In March 1998 the Company acquired its Huntsville facility to
increase its pre-production capability. In the last three years, Praegitzer also
acquired or opened 11 design centers: 9 in the United States, one in Israel and
one in Scotland.
In 1999, the Company restructured its operations to reflect a general
decline in customer demand, which caused pricing and margin pressure in the PCB
industry, along with the unprofitable results of its facilities in Huntsville
and Malaysia. The Company closed its Redmond, Washington facility when it
consolidated its West Coast quick-turn facilities into the Company's Fremont,
California facility, closed its Huntsville, Alabama facility, adjusted
Malaysia's net assets to net realizable value in conjunction with the Company's
intent to divest its controlling interest in its Malaysian facility, and
eliminated 114 overhead positions primarily in its selling, general and
administrative areas. See Note 7 to the consolidated financial statements.
The Company will concentrate on manufacturing operations in the United
States and will continue to grow through existing operations. Praegitzer intends
to focus on upscale technology product manufactured in the United States, the
quick-turnaround market and high-end design and engineering services.
The Company attributes its revenue growth since 1995, in part, to its
complete solutions offering, which is intended to provide the full spectrum of
PCB services, from initial design, schematic capture and layout to prototype
fabrication and full-volume production. By providing extensive design and
engineering services, the Company has been able to attract additional
quick-turnaround and high volume production business.
12
<PAGE>
Results of Operations
The following table sets forth certain financial data for the Company
for the periods indicated as a percentage of revenue.
<TABLE>
Years Ended June 30,
--------------------------------------------
1999 1998 1997
------------- ------------- ------------
<S> <C> <C> <C>
Revenue 100.0% 100.0% 100.0%
Cost of goods sold 87.8 81.2 82.5
------------- ------------- ------------
Gross profit 12.2 18.8 17.5
Selling, general & administrative expense 13.3 12.8 12.9
Restructuring expense 13.7 - -
Impairment and in-process technology expense - - 7.9
------------- ------------- ------------
Income (loss) from operations (14.8) 6.0 (3.3)
Interest expense 2.7 2.1 1.6
Minority interest 0.8 0.0 -
Other income 0.0 0.1 0.4
------------- ------------- ------------
Income (loss) from operations (16.7) 4.0 (4.5)
Provision (benefit) for income taxes (5.0) 1.2 1.1
------------- ------------- ------------
Net income (loss) (11.7)% 2.8% (5.6)%
============= ============= ============
</TABLE>
- ---------------
Year Ended June 30, 1999 ("fiscal 1999") Compared to Year Ended June 30, 1998
("fiscal 1998")
Revenue. Revenue in fiscal 1999 increased 19.1% to $217.7 million from
$182.8 million in fiscal 1998. The Company's three primary products and
services, (i) volume production, (ii) quick-turnaround, prototype and
pre-production, and (iii) design, accounted for 63.1%, 28.6%, and 8.3% of
revenues, respectively, in fiscal 1999 compared to 56.7%, 35.7%, and 7.6%,
respectively, in fiscal 1998.
Revenue growth in fiscal 1999 was the result of several factors,
including the purchases in 1998 of the Company's Huntsville and Malaysian
facilities, gains in market share due to industry consolidation, increased
capacity, improved technological capabilities and strategic advantages offered
by the Company's complete solutions offering.
Volume production revenue increased 32.7% to $137.5 million in fiscal
1999 from $103.6 million in fiscal 1998. The increase in volume production
business can be attributed to additional capacity due to purchase of the
Huntsville and Malaysian facilities and capital expenditures, new customers,
increased sales to existing customers, and new technology offerings. Significant
new volume customers in fiscal 1999 included Benchmark, Celestica, EMC,
Solectron and Teradyne, among others. Existing customers with increased sales in
1999 included Xerox, Motorola, and SCI.
Quick-turnaround, prototype and pre-production revenue decreased 4.7%
to $62.2 million in fiscal 1999 from $65.3 million in fiscal 1998. These
decreases in revenue were the result of the restructuring, which involved the
closure of the Redmond, Washington and Huntsville, Alabama facilities.
Design revenue increased 29.5% to $18.0 million in fiscal 1999 compared
to $13.9 million in fiscal 1998. The revenue increase can be primarily
attributed to higher average bill rates, more designers and other factors,
including increased business from existing and new customers such as Intel, NEC,
Nortel and 3Com.
13
<PAGE>
Cost of Goods Sold. Cost of goods sold includes direct labor, materials
and manufacturing overhead costs. The cost of goods sold in fiscal 1999 was
$191.2 million, or 87.8% of revenue, compared to $148.5 million, or 81.2% of
revenue, in fiscal 1998. This increase was primarily the result of low yields
and substantial under-utilization of capacity in the Company's Huntsville and
Malaysia circuit board manufacturing facilities as well as Company-wide price
pressure.
Gross Profit. Gross profit in fiscal 1999 decreased 22.7% to $26.5
million from $34.3 million in fiscal 1998. Gross margin decreased to 12.2% in
fiscal 1999 compared to 18.8% in fiscal 1998. These decreases were due to the
increased cost of goods sold as a percentage of revenue resulting from the items
discussed above, in addition to general margin pressure experienced by the
industry as a whole.
Restructuring Expense. Results from operations in fiscal year 1999
includes a $32.7 million charge for the costs associated with a restructuring
plan announced in the second half of the fiscal year, intended to lower the
Company's break-even point, reduce overall costs and improve profitability.
The restructuring plan consisted of the closure of its Redmond,
Washington facility when it consolidated the Company's West Coast quick-turn
facilities into the Company's Fremont, California facility, the closure of its
Huntsville, Alabama facility, the reduction of 114 overhead positions primarily
in its selling, general and administrative areas, and the adjustment of the
Malaysian facility's net assets to net realizable value in conjunction with the
Company's intention to divest its controlling interest in its Malaysian
facility. The total charges associated with the consolidation of the quick-turn
facilities were $11.0 million, the total charges associated with Huntsville were
$16.7 million and the total charges associated with Malaysia were $5.0 million.
See Note 7 to the consolidated financial statements.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses in fiscal 1999 increased $5.5 million, or 23.8%, to
$29.0 million from $23.5 million in fiscal 1998. As a percentage of revenue,
selling, general and administrative expenses remained relatively flat at
approximately 13% year-over-year.
Net Income (Loss) from Operations. Operating income in fiscal 1999
decreased $43.2 million to a loss of $32.4 million, or 14.9% of total revenues,
compared to operating income of $10.8 million in fiscal 1998. The losses in
fiscal 1999 were driven by a lower gross margin and the restructuring expense
discussed above. The decrease in income from operations in fiscal 1999,
excluding non-recurring charges in 1999, was primarily the result of the poor
yields and capacity under-utilization in the Company's Huntsville and Malaysian
facilities.
Interest Expense. Interest expense in fiscal 1999 increased $2.1
million, or 55.7%, to $5.8 million from $3.8 million in the prior year. The
increase was primarily the result of increased borrowings required to finance
the acquisition of the Huntsville facility, equipment purchases and the
Company's issuance of $11.5 million of subordinated convertible notes in
December 1998.
Income Taxes (Benefit). Income tax benefit in fiscal 1999 was $10.9
million compared to an income tax provision of $2.2 million in fiscal 1998. The
effective tax rate in fiscal 1999 was 29.9%, compared to 30.4% in fiscal 1998.
Net Income. As a result of the factors described above, including the
restructuring and other charges of $32.7 million related to the closure of the
Huntsville and Redmond facilities and the asset write-downs of Malaysia, the net
loss in fiscal 1999 of $25.5 million represents a decrease of $30.6 million
compared to the net income of $5.1 million in fiscal 1998.
Year Ended June 30, 1998 Compared to Year Ended June 30, 1997 ("fiscal 1997")
Revenue. Revenue in fiscal year 1998 was $182.8 million, an increase of
$34.8 million, or 23.5%, from fiscal 1997. The increase was the result of
several factors, including gains in market share due to
14
<PAGE>
industry consolidation, increased capacity, improved technological
capabilities and strategic advantages offered by the Company's One-Stop
ShoppingTM strategy. The balance of the increase in revenue was the result of
several acquisitions in fiscal 1998, including the acquisition of the Huntsville
facility in March 1998, and the acquisitions of two design centers, which added
$3.2 million and $3.6 million to revenue during fiscal 1998, respectively.
Cost of Goods Sold. Cost of goods sold was $148.5 million in fiscal
1998, or 81.2% of revenue, as compared to $122.0 million in fiscal 1997, or
82.5% of revenue. This decrease was primarily due to lower materials costs and
labor costs as a percentage of revenues, achieved through supplier price
concessions, lower scrap rates, improved yields, higher employee productivity
and improved process efficiencies.
Gross Profit. Gross profit in fiscal 1998 was $34.3 million, or 18.8%
of revenue, compared to $25.9 million, or 17.5% of revenue, in fiscal 1997. This
increase was due primarily to both increased revenue and a decrease in the cost
of goods sold as a percentage of revenue, as discussed above.
Selling, General and Administrative Expense. Selling, general and
administrative expense in fiscal 1998 was $23.5 million, or 12.8% of revenue,
compared to $19.2 million, or 13.0% of revenue, in fiscal 1997. The increase in
expenses was due to increased personnel and fixed costs associated with the
expansion of the design division and corporate sales force. As a percentage of
revenue, selling, general and administrative expenses decreased slightly
year-over-year.
Impairment and In-Process Technology Expense. In the first quarter of
fiscal 1997, the Company recorded a write-off of $11.7 million of certain
goodwill associated with the CTI acquisition and purchased research and
development costs related to the acquisition of Trend.
Net Income (Loss) from Operations. Operating income in 1998 was $10.8
million compared to a net loss from operations of $4.9 million in fiscal 1997.
The gains in operating income were driven by improvements in gross margin and
the benefit from the elimination of the $11.7 million nonrecurring expense
related to impairment and in-process technology in fiscal 1997. The increase in
income from operation in fiscal 1998, excluding the one-time write-off from
fiscal 1997, was primarily the result of increased efficiency in the Company's
expanded manufacturing facilities.
Interest Expense. Interest expense in fiscal 1998 was $3.8 million, an
increase of $1.5 million, or 63.7%, from fiscal 1997. The increase was the
result of increased borrowings required to finance the acquisition of the
Huntsville facility and equipment purchases.
Income Taxes. Income taxes in fiscal 1998 were $2.2 million compared to
an income tax provision of $1.7 million in fiscal 1997. The effective tax rate
in fiscal 1998 was 30.4%. During fiscal 1997, the Company had a tax expense on a
pre-tax book loss primarily due to the add-backs of a goodwill and an in-process
technology write-off, neither of which were tax deductible. Federal and state
research and experimental tax credits, however, partially offset the effect of
these add-backs. Absent the add-back of the goodwill and in-process technology
write-offs, the Company's effective tax rate for fiscal 1997 would have been
29.4%.
Net Income (Loss). As a result of the factors described above,
including the write-off of $11.7 million non-recovery expenses related to
impairment and in-process technology expense, the net income in fiscal 1998 of
$5.1 million represents an increase of $13.4 million compared to the net loss of
$8.3 million in fiscal 1997.
15
<PAGE>
Liquidity and Capital Resources
Since its inception, the Company has financed its operations and
capital expenditures with cash from operations, debt financing, and an initial
public offering in April 1996. Net cash provided by operating activities was
$11.6 million, $10.4 million and $1.7 million for fiscal 1999, 1998 and 1997,
respectively. During the fiscal year ended June 30, 1999, the Company completed
an offering of $11.5 million principal amount of convertible subordinated notes.
These notes accrue interest at 9% per annum and mature on December 29, 2008. As
of June 30, 1999, the Company had $570,000 in cash and cash equivalents and
working capital of approximately $18.8 million.
Capital expenditures were $46.2 million, $39.3 million and $24.8
million for fiscal 1999, 1998 and 1997, respectively. These capital expenditures
were primarily for manufacturing equipment and plant expansions and
modernization. Although the Company has no commitments in material amounts, it
expects capital expenditures for fiscal 2000 to be approximately 4% of revenue
for facility expansions and equipment.
The Company increased its bank line of credit to $40.0 million at June
30, 1998 from $15.0 million at June 30, 1997. At June 30, 1999 borrowings of
$38.8 million were outstanding and $407,000 was available for borrowings based
on eligible accounts receivable and inventory. Amounts outstanding under the
line of credit bear interest at the bank's prime rate (7.75% per annum at June
30, 1999). The Company has the option of placing the line of credit borrowings
Subsequent to June 30, 1999, Company entered into a Deferral Loan and Lease
Modification Agreement dated October 12, 1999 with its equipment lenders and
lessors (the "Modification Agreement"). Pursuant to the Modification Agreement
(i) the Company's capital equipment lessors revised the Company's lease payment
schedules and (ii) each lender either (a) made a loan to the Company (each a
"Deferral Loan"), the proceeds of which were used to pay amounts owing under the
Company's existing loan obligations and to prepay future payments owing under
those obligations through February 2000 or (b) deferred certain payments on its
existing obligations through February 2000 (the aggregate of such Deferral
Loans, deferred payments and revised lease payments collectively, the "Deferred
Amount"). In January 2000, the Company will pay an aggregate fee to the lenders
and lessors equal to two percent of the Deferred Amount ($201,207). Each lender
and lessor also has the option of receiving (i) an additional fee equal to three
percent of its portion of Deferred Amount (a maximum aggregate amount of
($301,810) or (ii) the right to convert all or a portion of its share of the
Deferred Amount into the Company's common stock at $5.77 per share. The amount
that may be converted decreases over the term of the loan or lease and
conversion is subject to certain other restrictions. Under the terms of the
Modification Agreement, the lenders and lessors each waived the Company's prior
defaults under its existing loan and/or lease agreements.
The Company believes existing cash and cash equivalents, funds
generated from operations, its credit facility with the bank and equipment
financings will be sufficient to fund its operations for the next twelve months.
To enhance its ability to fund its operations, the Company is actively exploring
additional and alternative sources of financing to supplement or replace its
existing credit agreements.
Recent Accounting Pronouncement
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The new statement will require recognition
of all derivatives as either assets or liabilities on the balance sheet at fair
value. The new statement becomes effective for the first quarter of fiscal year
ending June 30, 2001. Management has not completed an evaluation of the effects
this standard will have on the Company's financial position or results of
operations.
16
<PAGE>
Year 2000 Compliance
The Company has developed a program to perform assessment and
remediation of its computer software programs and operating systems, including
applications used in its financial, shop-floor control and manufacturing
equipment control systems, to determine their readiness for the Year 2000. The
inability of computer software programs and operating systems to accurately
recognize, interpret and process date codes designating the Year 2000 and beyond
could cause systems to yield inaccurate results or encounter operating problems,
including disruption of the business operations these systems control. The
Company has completed its assessment of the financial, shop-floor control
systems and manufacturing equipment control systems. Remediation of the
financial systems is 100% complete and remediation of the manufacturing
equipment control and shop-floor control systems systems is 85% complete. The
Company expects to complete its remediation of all of its systems by the end of
October 1999.
The Company also may be exposed to risks from computer systems of
parties with which the Company transacts business. The Company has contacted all
of its critical suppliers to determine the extent to which the Company may be
vulnerable to those parties' failure to remedy their own Year 2000 issues and to
ascertain what actions, if needed, may be taken by the Company in response to
such risks. To date, approximately 90% of the suppliers contacted have indicated
they are, or expect to be, Year 2000 compliant.
The Company currently estimates that it will spend between $650,000 and
$750,000 in addressing the Year 2000 issue, of which approximately $575,000 has
been incurred through June 30, 1999. The estimates are subject to change as
additional information is obtained in connection with the Year 2000 Program.
Based on its assessments to date, the Company believes it will not
experience any material disruption as a result of Year 2000 issues in its
computer software programs and operating systems used in its internal
operations, its interface with key suppliers and customers, or processing orders
and billing. However, if certain critical third party suppliers, such as those
supplying electricity, water, telephone service or critical materials,
experience difficulties resulting in disruption of the service or delivery of
supplies to the Company, or if the Company's internal operating systems fail to
comply, a shutdown of the Company's operations could occur for the duration of
the disruption. The Company is finalizing its contingency plans to mitigate the
effect of such events, and intends to complete its contingency plans by the end
of October 1999. Furthermore, due to the general uncertainty inherent in the
Year 2000 problem, there can be no assurances that Year 2000 issues will not
have a material adverse effect on the Company's business, financial condition or
results of operations.
Item 7(a). QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company does not currently use derivative financial instruments for
speculative purposes which expose the Company to market risk. The Company is
exposed to cash flow and fair value risk due to changes in interest rates with
respect to its outstanding debt. Information required by this item is set forth
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 7 of this Report and in Note 9 of Notes to Financial
Statements in Item 8 of this Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The Company's Financial Statements and the Independent Auditors Report
thereon are presented in the following pages. The Financial Statements filed in
Item 8 are as follows:
Independent Auditors' Report
Consolidated Balance Sheets as of June 30, 1999 and 1998
17
<PAGE>
Consolidated Statements of Operations for the years ended June 30, 1999,
1998 and 1997
Consolidated Statements of Cash Flows of the years ended June 30, 1999,
1998 and 1997
Consolidated Statements of Shareholders' Equity for the years ended June
30, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
18
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Praegitzer Industries, Inc.
We have audited the accompanying consolidated balance sheets of
Praegitzer Industries, Inc. and subsidiary as of June 30, 1999 and 1998, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the three years in the period ended June 30, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Praegitzer Industries, Inc.
and subsidiary as of June 30, 1999 and 1998, and the results of their operations
and their cash flows for each of the three years in the period ended June 30,
1999, in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Portland, Oregon
October 13, 1999
19
<PAGE>
<TABLE>
PRAEGITZER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND 1998
- -----------------------------------------------------------------------------------------------------
ASSETS 1999 1998
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 569,796 $ 1,169,912
Receivables, net of allowance for doubtful accounts of $1,050,000
at June 30, 1999 and $400,000 at June 30, 1998 29,645,457 28,562,209
Inventories (Note 4) 16,651,739 16,491,325
Prepaid expenses 3,790,063 2,438,844
Current deferred tax asset (Note 12) 7,009,871 474,175
Assets held for sale (Note 7) 4,389,417 -
------------- -------------
Total current assets 62,056,343 49,136,465
PROPERTY, PLANT, AND EQUIPMENT, Net (Note 5) 72,009,584 88,825,496
OTHER ASSETS (Note 6) 9,830,977 13,532,050
------------- --------------
TOTAL $ 143,896,904 $ 151,494,011
============= ==============
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Bank overdraft $ 1,924,048 $ 3,709,446
Accounts payable 21,022,486 13,929,852
Accrued payroll and related benefits 4,095,269 3,955,300
Other current liabilities 3,892,198 1,851,425
Current portion of long-term obligations (Note 9) 12,328,118 6,393,664
------------- -----------
Total current liabilities 43,262,119 29,839,687
LONG-TERM OBLIGATIONS, Net of current portion (Note 9) 67,326,111 73,413,472
DEFERRED TAX LIABILITY (Note 12) 2,286,802 4,197,481
COMMITMENTS AND CONTINGENCIES - -
DEFERRED LIABILITY 170,047 63,550
CONVERTIBLE SUBORDINATED NOTES (Note 10) 11,500,000 -
SHAREHOLDERS' EQUITY:
Preferred stock; 500,000 shares authorized,
no shares issued and outstanding - -
Common stock, 50,000,000 shares, no par value authorized and
12,968,868 shares issued and outstanding at
June 30, 1999 and 12,750,214 at June 30, 1998 43,886,386 42,324,553
Note receivable from officer (520,350)
Deferred compensation, net (130,050) -
Retained earnings (deficit) (23,884,161) 1,655,268
------------- --------------
Total shareholders' equity 19,351,825 43,979,821
------------- --------------
TOTAL $ 143,896,904 $ 151,494,011
============= ==============
See notes to Consolidated financial statements.
</TABLE>
20
<PAGE>
<TABLE>
PRAEGITZER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 1999, 1998, AND 1997
- ----------------------------------------------------------------------------------------------------
1999 1998 1997
<S> <C> <C> <C>
REVENUE $ 217,665,361 $ 182,773,158 $ 147,947,303
COST OF GOODS SOLD 191,172,229 148,487,031 122,012,818
-------------- -------------- --------------
Gross profit 26,493,132 34,286,127 25,934,485
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE 29,045,696 23,456,329 19,188,455
Restructuring Expense (Note 7) 29,817,562 - -
Impairment and in-process technology expense (Notes 3 and 8) - - 11,650,000
-------------- -------------- --------------
INCOME (LOSS) FROM OPERATIONS (32,370,126) 10,829,798 (4,903,970)
Interest expense 5,848,147 3,757,236 2,295,140
Minority interest in net income (loss) of consolidated subsidiary (1,778,022) 10,731 -
Other income, net 3,319 234,856 568,412
-------------- -------------- --------------
INCOME (LOSS) BEFORE INCOME TAXES (36,436,932) 7,296,687 (6,630,698)
Income tax expense (benefit) (Note 12) (10,897,503) 2,214,938 1,669,809
-------------- -------------- --------------
NET INCOME (LOSS) $ (25,539,429) $ 5,081,749 $ (8,300,507)
============== ============== ==============
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE $ (1.97) $ 0.40 $ (0.68)
============== ============== ==============
See notes to consolidated financial statements.
</TABLE>
21
<PAGE>
<TABLE>
PRAEGITZER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1999, 1998, AND 1997
- -------------------------------------------------------------------------------------------------------
1999 1998 1997
<S> <C> <C> <C>
Net income (loss) $ (25,539,429) $ 5,081,749 $ (8,300,507)
Minority interest in net loss of consolidated subsidiary (1,778,022) - -
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 13,167,999 8,902,708 7,376,595
Loss (gain) on sale of fixed assets 128,550 (53,445) (564,858)
Deferred taxes (8,452,669) 2,045,421 474,325
Provision for doubtful accounts 650,000 - 135,000
Restructuring charges 26,750,055 - -
Impairment and in-process technology expense - - 11,650,000
Changes in operating assets and liabilities:
Receivables (2,865,098) (3,186,023) (8,474,182)
Inventory (4,137,771) (6,475,384) (1,366,761)
Accounts payable 7,986,560 4,479,382 1,301,094
Income taxes payable (1,299,833) (1,892,929) (980,835)
Accrued payroll and related benefits 139,969 1,074,422 345,317
Other current liabilities 3,026,593 453,904 214,561
Other current assets 3,558,010 (68,225) (76,092)
Other 314,859 (9,037) (14,820)
-------------- ------------ ------------
Net cash provided by operating activities 11,649,773 10,352,543 1,718,837
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment (46,178,261) (39,334,464) (24,760,670)
Proceeds from sale of property, plant, and equipment 23,008,083 4,244,785 11,187,029
Acquisitions, net of cash acquired 3,816 (19,170,255) (5,375,122)
Other (155,525) - -
Change in restricted cash (2,525,112) 162,903 143,053
-------------- ------------ -------------
Net cash used in investing activities (25,846,999) (54,097,031) (18,805,710)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net additions to short-term borrowings 1,515,516 25,063,359 11,463,066
Borrowing of long-term debt 9,426,336 21,300,000 21,814,498
Payments on long-term debt (7,861,841) (3,261,600 (16,386,981)
Issuance of convertible subordinated notes 11,500,000 - -
Debit issuance costs (1,548,901) (746,927 (121,502)
Issuances of common stock under ESPP 674,294 1,091,051 307,964
Payments on capital leases (676,573) (641,325) (636,884)
Increase in bank overdrafts 706,633 1,667,892 1,049,975
-------------- ------------ -------------
Net cash provided by financing activities 13,735,464 44,472,450 17,490,136
(continued)
</TABLE>
22
<PAGE>
<TABLE>
PRAEGITZER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1999, 1998, AND 1997
- -------------------------------------------------------------------------------------------------------------
1999 1998 1997
<S> <C> <C> <C>
Cummulative effect of foreign currency translations $ (138,354) $ - $ -
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (600,116) 727,962 403,263
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 1,169,912 441,950 38,687
-------------- -------------- --------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 569,796 $ 1,169,912 $ 441,950
============== ============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
Cash paid during the year for interest (net of amounts capitalized) 5,417,374 $ 3,734,173 $ 1,915,515
Cash paid (received) during the year for income taxes, net $ (1,143,221) $ 2,062,324 $ 2,165,392
See notes to consolidated financial statements.
(Concluded)
</TABLE>
23
<PAGE>
<TABLE>
PRAEGITZER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED JUNE 30, 1999, 1998, AND 1997
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock
-----------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
Note Retained
Number Receivable Deferred Earnings
of Shares Amount from Officer Compensation (Deficit) Total
<S> <C> <C> <C> <C> <C> <C>
BALANCES, JUNE 30, 1996 11,061,875 29,932,049 - - 4,708,884 34,640,933
Stock issued in connection with acquisitions 1,330,000 10,992,489 - - - 10,992,489
Proceeds from exercise of Incentive Stock Options 12,000 114,000 - - - 114,000
Net loss June 30, 1997 - - - - (8,300,507) (8,300,507)
Proceeds from issuance under the ESPP 30,643 193,964 - - - 193,964
------------ ---------- ------------ ------------ ----------- ------------
BALANCES, JUNE 30, 1997 12,434,518 41,232,502 - - (3,591,623) 37,640,879
Stock issued in connection with acquisitions 200,000 1,000 - - 165,142 166,142
Proceeds from exercise of Incentive Stock Options 54,048 499,738 - - - 499,738
Proceeds from issuance under the ESPP 61,648 591,313 - - - 591,313
Net earnings June 30, 1998 - - - - 5,081,749 5,081,749
------------ ---------- ------------ ------------ ----------- ------------
BALANCES, JUNE 30,1998 12,750,214 42,324,553 - - 1,655,268 43,979,821
Stock issued in connection with acquisitions 99,998 193,789 - - - 193,789
Subscribed but unissued stock - 693,750 (520,350) - - 173,400
Deferred compensation, net - - - (130,050) - (130,050)
Proceeds from issuance under the ESPP 118,656 674,294 - - - 674,294
Net loss June 30, 1999 - - - - (25,539,429) (25,539,429)
------------ ---------- ------------ ------------ ----------- -----------
BALANCES, JUNE 30,1999 $ 12,968,868 $ 43,886,386 $ (520,350) $ (130,050) $(23,884,161) $19,351,825
============ =========== =========== ============ =========== ==========
</TABLE>
See notes to consolidated financial statements.
24
<PAGE>
PRAEGITZER INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business - Praegitzer Industries, Inc. (the "Company" or
"Praegitzer") is incorporated under the laws of the State of Oregon, and
its principal business is the design, manufacture and sale of electronic
circuit boards.
Principles of Consolidation - The accompanying financial statements include
the accounts of the Company and its majority owned subsidiary, Praegitzer
Asia SDN, Bttd. All significant intercompany transactions and balances have
been eliminated.
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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Revenue Recognition - Revenue is recognized when goods are shipped to the
customer.
Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market.
Cash and Cash Equivalents includes all cash and short-term debt
instruments, purchased with a maturity of three months or less at the date
of acquisition.
Concentration of Credit Risk - Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of
trade accounts receivable. The risk is limited due to the fact that the
Company's trade accounts receivable are derived from sales in various
geographic areas to numerous companies varying in size within the
electronics industry. Additionally, the Company performs ongoing credit
evaluations of its customers' financial condition and generally does not
require collateral, such as letters of credit or security agreements.
Credit losses have consistently been within management's expectations.
Property, Plant, and Equipment - Depreciation of property and equipment is
provided on the straight-line method based on the estimated useful lives of
the individual assets.
Loan Fees - Other assets include loan fees incurred by the Company. These
fees are being amortized over the terms of the loans.
Goodwill - The Company amortizes costs in excess of fair value of net
assets of businesses acquired using the straight-line method over a period
of fifteen years. Management reviews, on an ongoing basis, the continuing
appropriateness of the remaining amortizable life and the net realizable
value of the unamortized balance.
Asset Impairments - Long-lived assets to be held and used by the Company
are reviewed for impairment when events and circumstances indicate costs
may not be recoverable.
25
<PAGE>
Losses are recognized when the book values exceed expected undiscounted
future cash flows. If impairment exists, the asset's book value is written
down to its estimated fair value. Assets to be disposed are written down to
their fair value, less sales costs. See Notes 7 and 8 for a discussion of
charges related to impairments of assets and goodwill.
Derivative Financial Instruments - The Company has only limited involvement
with derivative financial instruments consisting solely of an interest rate
swap discussed in Note 9.
Income Taxes - The Company uses the liability method of accounting for
deferred income taxes. Deferred tax liabilities and assets reflect the
expected future tax consequences, based on enacted tax law, of temporary
differences between the tax bases of assets and liabilities and their
financial reporting amounts.
Future Accounting Pronouncements - Statement of Financial Accounting
Standards ("SFAS") No. 133, Accounting for Derivative Instruments and
Hedging Activities, will require recognition of all derivatives as either
assets or liabilities on the balance sheet at fair value. The new statement
becomes effective at the beginning of the fiscal year ending June 30, 2001.
Management has not completed an evaluation of the effects this standard
will have on the Company's financial position or results of operations.
Comprehensive Income - SFAS No. 130, Reporting Comprehensive Income,
establishes standards for the reporting of comprehensive income and its
components, but has no impact on the Company's net earnings or total
shareholders' equity. To date, such transactions that are required to be
reported in comprehensive income are not material to the Company's
financial position or results of operations.
Segments - SFAS No. 131, Disclosures about Segments of an Enterprise and
Related Information, establishes standards for disclosure about operating
segments in annual financial statements and selected information in interim
financial reports. At June 30, 1999, the Company operates in one segment.
The Company operates primarily in the United States ("U.S."). During the
years ended June 30, 1999, 1998, and 1997, sales to U.S. customers totaled
$198.2 million, $179.0 million, and $144.2 million, respectively, and sales
to international customers totaled $19.5 million, $3.8 million, and $3.8
million, respectively. Long-lived assets located outside of the U.S. are
primarily held at the Melaka, Malaysia facility and were held for sale as
of June 30, 1999 as disclosed in Note 7.
Reclassifications - Certain amounts from the prior year's financial
statements have been reclassified to be consistent with the current year
presentation.
2. EARNINGS PER SHARE
Basic earnings per share ("EPS") is computed on the basis of weighted
average number of common shares outstanding. Diluted EPS is computed on the
basis of weighted average common shares outstanding plus the effect of
outstanding stock options and warrants using the "treasury stock" method,
if the common stock equivalent shares were not anti-dilutive. The
calculation of the weighted average shares outstanding is as follows:
26
<PAGE>
<TABLE>
For the year ended June 30,
1999 1998 1997
------------- -------------- --------------
<S> <C> <C> <C>
Weighted average common stock outstanding-basic 12,972,813 12,694,039 12,233,769
Common stock equivalents - 151,757 -
------------- -------------- --------------
Weighted average common stock outstanding-diluted 12,972,813 12,845,796 12,233,769
============= ============== ==============
</TABLE>
Common stock equivalents were anti-dilutive for 1999 and 1997.
3. ACQUISITIONS
Effective April 13, 1998, the Company acquired 51% of the outstanding
capital stock of Likom PCB Sdn Bhd ("Likom"), a printed circuit board
manufacturer located in Malaysia. The purchase price was up to 5.2 million
Ringgit, $1,432,000 based on the currency exchange rate on April 27, 1998,
which consisted of the transfer and contribution to Likom of third-party
software license rights, machinery and equipment currently owned or
purchased by the Company and cash.
The acquisition of Likom has been accounted for using the purchase method
of accounting. The operating results from the date of purchase have been
consolidated in the Company's financial statements. No goodwill was
recognized related to this acquisition.
On March 31, 1998, the Company acquired a printed circuit board
fabrication facility located in Huntsville, Alabama from Intergraph
Corporation ("Intergraph"). The acquisition consisted of land, building,
equipment and inventory. The purchase price for the assets was
$15,950,000, which was paid in cash.
The acquisition was accounted for under the purchase method of accounting
and, accordingly, the operating results of Intergraph from the date of
purchase are included in the Company's financial statements. The estimated
fair market value of assets approximate the fair market value of the
liabilities and, accordingly, no goodwill was recognized.
On August 28, 1996, the Company acquired Trend Circuits, Inc. ("Trend"), a
circuit board manufacturing company. The acquisition was accomplished by a
merger of Trend with and into Praegitzer. The purchase price included
$5,000,000 of cash and 1,000,000 shares of Praegitzer's common stock
valued at $10.65 per share.
The acquisition was accounted for under the purchase method of accounting
and, accordingly, the operating results of Trend from the date of purchase
are included in the Company's financial statements. The estimated fair
market value of assets and liabilities acquired was approximately
$9,600,000 and $11,900,000, respectively. The Company incurred a one-time
charge of $8,000,000 related to a portion of the purchase price allocated
to in-process technology which was expensed at the closing of the
transaction. The remaining excess of the aggregate purchase price over the
fair market value of the net
27
<PAGE>
assets acquired of $9,900,000 was recognized as goodwill and is being
amortized over fifteen years.
The following unaudited pro forma results of operations assume the
acquisitions occurred on July 1, 1996:
Year Ended June 30,
--------------------------------------
1998 1997
Revenue $ 197,332,158 $ 172,511,303
Net income (loss) $ 2,630,749 $ (2,761,507)
Net income (loss) per share 0.21 (0.23)
The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Likom, Intergraph and
Trend acquisitions been consummated as of July 1, 1996 nor is it
necessarily indicative of future operating results.
In addition, the Company acquired several other companies during the last
three years, which were not significant individually or in the aggregate
to the Company's financial position, results of operations or cash flows.
To accomplish the acquisitions a total of 99,998, 200,000 and 330,000
shares were issued during the years ended June 30, 1999, 1998 and 1997,
respectively.
4. INVENTORIES
Inventories consist of the following:
June 30,
-----------------------------------------
1999 1998
------------------- --------------------
Raw materials and supplies $ 6,271,100 $ 6,430,638
Work-in-process 10,380,639 10,060,687
----------- ------------
Total inventories $16,651,739 $ 16,491,325
============ ============
28
<PAGE>
5. PROPERTY, PLANT, AND EQUIPMENT
<TABLE>
Useful
Life June 30,
---------------------------------------------------
(Years) 1999 1998
------------------------- ------------------------
<S> <C> <C> <C>
Land - $ 1,170,008 $ 1,468,212
Buildings and leasehold improvements 10 to 31 19,821,822 21,899,123
Equipment 3 to 10 70,885,575 83,949,892
Office furniture and fixtures 5 to 7 921,057 1,086,121
Construction in progress - 5,762,982 10,670,668
Deposits on equipment - 8,772,873 5,726,843
------------- --------------
107,334,317 124,800,859
Accumulated depreciation (35,324,733) (35,975,363)
------------- --------------
Property, plant, and equipment $ 72,009,584 $ 88,825,496
============= ==============
</TABLE>
During the years ended June 30, 1999 and 1998, the Company capitalized
interest on construction in progress in the amounts of $993,200 and
$191,700, respectively. The Company did not capitalize any interest during
the year ended June 30, 1997.
6. OTHER ASSETS
<TABLE>
June 30,
------------------------------------------------------
1999 1998
------------------------- -------------------------
<S> <C> <C>
Goodwill $ 7,635,524 $ 11,486,072
Deferred loan fees 2,039,928 771,620
Other 155,525 1,274,358
------------- -------------
Total other assets $ 9,830,977 $ 13,532,050
============= =============
</TABLE>
Other assets are presented net of related accumulated amortization of
$2,639,023 and $3,302,606 at June 30, 1999 and 1998, respectively.
29
<PAGE>
7. RESTRUCTURING AND OTHER WRITE-DOWNS
During fiscal 1999, the Company undertook several actions to reduce future
operating costs and capital expenditures. Those action's resulted in a
total restructuring expense of $29.8 million and other write-downs
totaling $2.9 million.
In June 1999, the Company adopted a plan to divest its controlling
interest in its Malaysian printed circuit board manufacturing facility,
Praegitzer Asia Sdn. Bd. ("PASB"). As a result, the Company adjusted the
net assets of PASB by $5,029,330 to net realizable value. Net assets of
PASB held for sale are approximately $2,100,000 at June 30, 1999.
In June 1999, the Company announced the closure of the Huntsville, Alabama
printed circuit board fabrication facility and a limited restructuring at
the Company's Corporate offices and other facilities. The closure of the
Huntsville facility resulted in the termination of 192 manufacturing and
administrative employees. The limited restructuring resulted in the
elimination of 114 sales, general and administrative positions at the
Company's corporate headquarters and throughout the remaining
manufacturing and design facilities. In connection with the closure and
limited restructuring, the Company recorded a net charge of $19.1 million,
comprised of approximately $17.3 million of non-cash charges, which
related to asset write-downs, and $1.8 million of cash charges for
severance benefits. The Company will utilize certain production equipment
from its Huntsville, Alabama facility in other Praegitzer facilities.
Assets held for sale at Huntsville consist of $2.3 million relating to the
estimated proceeds to be received from the sales of the building and
certain equipment. It is expected that the plan will be completed by the
second quarter of fiscal year 2000.
In March 1999, the Company announced the consolidation of two West Coast
facilities. This restructuring plan was designed to increase capacity
utilization and reduce overall on-going costs. It included consolidating
the Company's Redmond, Washington facility into the Company's Fremont,
California facility and the termination of 267 employees from the Redmond,
Washington facility. The Company expects that sales and orders from the
Redmond facility will be completely assumed by other Company facilities,
principally, Fremont. In connection with the restructuring the Company
recorded a charge of $11.0 million, comprised of approximately $3.6
million of cash charges and approximately $7.4 million of non-cash
charges, which related to severance benefits, lease termination costs,
restoration costs associated with the building housing the Redmond
facility, and asset impairments, including goodwill. The goodwill arose
upon acquisition of the Redmond facility in fiscal year 1996. The Company
will utilize certain production equipment from its Redmond, Washington
facility in other Praegitzer facilities. It is expected that the plan will
be completed by the second quarter of fiscal year 2000.
The components of the restructuring charge and other write-downs recorded
in fiscal year 1999 were as follows (in thousands):
30
<PAGE>
Non-cash charges:
Inventory write-down (included in cost of sales) $ 2,224
Abandonment of construction in progress 2,674
Fixed asset impairment (includes leasehold improvements) 13,748
Uncollectible receivables (included in G&A expense) 703
Write-off of goodwill 3,012
Write-down of Malaysian operations to net realizable value 5,029
-------------
27,390
Cash charges:
Severance benefits and legal $ 3,575
Lease termination loss 564
Leasehold restoration costs and other 1,216
-------------
5,355
Total restructuring related charges $ 32,745
Less: charges included in cost of sales and G&A expense (2,927)
-------------
Total restructuring related expense $ 29,818
=============
At June 30, 1999, $2.8 million was included in other current liabilities
for the Huntsville and Redmond accrued liabilities. The Company expects
that the accruals will be utilized for their intended purposes by the end
of the second quarter of fiscal year 2000 when the restructuring plans are
complete.
8. IMPAIRMENT OF GOODWILL
During the year ended June 30, 1997, the Company recorded an impairment of
$3,650,000 of certain goodwill associated with the Redmond facility. The
impairment was due to the inability of the Redmond facility, which was
originally purchased to serve as the Company's quick-turn operation, to
move its product mix to more quick-turnaround. In determining the amount
of the impairment charge, the Company developed estimates of operating
cash flows over the remaining business life cycle. Future cash flows,
excluding interest charges, were discounted using an estimated 8%
incremental borrowing rate.
31
<PAGE>
9. LONG-TERM OBLIGATIONS
<TABLE>
June 30,
-------------------------------------
1999 1998
----------------- -----------------
<S> <C> <C>
Line of credit of $40,000,000 payable to Key Bank, 7.25% to 7.75% at June 30, 1999
collateralized by inventory and accounts receivable, expires March 31, 2001 $ 38,810,794 $ 37,511,017
Interim funding promissory note payable to Key Bank, 8.75% at June 30, 1999
collateralized by equipment, due December 30, 1999 5,365,703 -
Note payable to Heller Financial, Inc., 9.1875% at June 30, 1999 payable in
monthly installments of $180,952 beginning February 1, 1999 plus accrued
interest at LIBOR plus 4.25% collaterialized by real property and equipment
at the Huntsville, Alabama facility, $6.1 million due April 1, 2003 14,295,238 15,200,000
Note payable to Heller Financial, Inc., 7.6875% at June 30, 1999 payable in
monthly installments of $111,111 plus accrued interest at LIBOR plus
2.75%, collaterialized by real property and equipment at the Dallas, Oregon
facility due November 1, 2004 7,333,760 8,666,667
Notes payable to Heller Financial, Inc., 7.8% to 7.9%, due in monthly
installments of $94,697 including interest, collateralized by machinery and
equipment due January 1, 2005 and April 1, 2005 5,165,403 5,864,824
Note payable to Heller Financial, Inc., 7.4875% at June 30, 1999 payable in
monthly installments of $55,555 plus accrued interest at LIBOR plus 2.55%,
collateralized by real property and equipment at the White City, Oregon
facility, due February 1, 2004 3,166,875 3,833,333
Note payable to Finova Capital Corporation, 9.93%, payable in 35 monthly
installments plus accrued interest, through August 1, 1999, $2.2 million
paid September 1, 1998 - 3,251,862
Note payable to Transamerica Equipment Financial Services, 8.87%, payable in 60
monthly installments of $101,335 including interest, through March 10, 2004 4,699,628 -
Shareholder loan payable to Rubitasi Holding Company, 0%, at June 30, 1998
payable in 36 monthly installments plus accrued interest - 1,763,224
Capital lease obligations, monthly payments of $59,174 and $143,591, imputed
interest of 9.25% and 9.25% to 31.03% at June 30, 1999 and 1998, respectively 782,864 2,739,205
Other notes payable, 7.06% to 10% at June 30, 1999 33,964 977,004
------------ ------------
Subtotal 79,654,229 79,807,136
Current portion (12,328,118) (6,393,664)
------------ ------------
Total long-term obligations $ 67,326,111 $ 73,413,472
============ ============
</TABLE>
The line of credit and interim funding note with Key Bank are classified
as long-term based on ability and management's intention.
To reduce the risk of fluctuations in interest rates, the Company entered
into an interest rate swap agreement with Key Bank during the year ended
June 30, 1997. The swap has a notional amount of $5 million and
effectively changes the Company's interest rate exposure on the Key Bank
lease line from a variable rate to a 6.10% fixed rate. This agreement
matures in 2003.
32
<PAGE>
The Company's loan agreements with Heller Financial, Inc. and Key Bank
contain covenants pertaining to maintenance of consolidated net worth and
certain financial ratios, including a fixed charge ratio to earnings
before interest, taxes, and depreciation, amortization ("EBITDA") of 1.5
to 1, an EBITDA plus rents to interest expense plus rents of 1.75 to 1, a
funded debt to EBITDA ratio of not more than 4.5 to 1, and a senior funded
debt to EBITDA ratio of not more than 3.75 to 1. Dividends may not be
declared without written consent of Key Bank. At June 30, 1999, the
Company was in violation of all of the preceding covenants. The Company
obtained waivers from the lenders and was in compliance with all other
covenants at June 30, 1999.
Maturities on the long-term obligations as of June 30, 1999 were as
follows:
Notes Capital
Year Ending June 30, Payable Leases
-----------------------------------------------------------
2000 11,662,702 665,416
2001 48,758,352 117,448
2002 4,720,286 -
2003 10,490,227 -
2004 2,415,010 -
Thereafter 824,788 -
------------- ----------
Total $ 78,871,365 $ 782,864
============= ==========
10. CONVERTIBLE SUBORDINATED NOTES
During the fiscal year ended June 30, 1999, the Company completed an
offering of $11,500,000 principal amount of convertible subordinated notes
("Notes"). Interest on the Notes accrues at a rate of 9% and is payable
semi-annually, commencing July 15, 1999. The Notes are convertible into
shares of Common Stock at the conversion price of $8.325 per share. The
holders have the option to convert the Notes any time on or before the
close of business on the last trading day prior to maturity, unless
previously redeemed. The Notes can be redeemed until December 29, 2001 if
(i) the Company redeems all of the Notes then outstanding, (ii) there is
completed one or more registered public offerings of common stock of the
Company pursuant to which the aggregate price to the public of shares sold
by the Company and/or the selling shareholders participating in such
offering(s) equals or exceeds $15 million, and (iii) the closing price of
the common stock exceeds the percentages of the conversion price set forth
in the Indenture dated December 29, 1998, between the Company and U.S.
Trust Company, N.A. (The "Indenture"), for at least 30 consecutive trading
days ending on the fifth trading day prior to the notice of redemption. On
or after December 29, 2001, the Company may redeem the Notes in whole or
from time to time in part, at the redemption prices set forth in the
Indenture, together with accrued and unpaid interest thereon. The Notes
mature on December 29, 2008.
33
<PAGE>
11. COMMITMENTS AND CONTINGENCIES
Operating Leases
Praegitzer leases buildings and equipment under operating lease agreements
that expire at various times through 2005.
The following table is a schedule of future minimum principal payments
under capital leases and future minimum rentals under operating lease
agreements at June 30, 1999:
Year Ending June 30,
---------------------------------------------
2000 13,144,700
2001 11,999,015
2002 11,636,500
2003 10,477,100
2004 8,198,973
Thereafter 6,410,159
-------------
Total $ 61,866,447
=============
Several of Praegitzer's operating leases contain renewal options. Rent
expense relating to the building and equipment leases totaled $10,241,223,
$5,781,332, and $3,834,948, for the years ended June 30, 1999, 1998, and
1997 respectively.
Litigation
The Company is involved as a defendant in litigation in the ordinary
course of business, the outcome of which can not be predicted with
certainty. Management believes that any ultimate liability with respect to
such litigation will not materially affect the financial position, results
of operations or cash flows of the Company.
12. INCOME TAXES
The following information reflects income taxes on the Company's earnings
for the years ended June 30, 1999, 1998 and 1997.
34
<PAGE>
1999 1998 1997
----------------- ---------------- ---------------
Current:
Federal $ (1,817,180) $ 475,382 $ 1,126,752
State (627,654) (305,865) 68,732
------------- ---------- -----------
(2,444,834) 169,517 1,195,484
Deferred:
Federal (7,248,621) 1,976,712 425,676
State (1,204,048) 68,709 48,649
------------- ---------- -----------
(8,452,669) 2,045,421 474,325
------------- ---------- -----------
Tax (benefit) expense $ (10,897,503) $2,214,938 $ 1,669,809
============= ========== ===========
The income tax provision on earnings from continuing operations differs
from the statutory federal income tax rate due to the following:
<TABLE>
Year Ended June 30,
1999 1998 1997
------------------ ------------------ -----------------
<S> <C> <C> <C>
Federal income taxes at the statutory rate $ (12,388,240) $ 2,480,870 $ (2,320,744)
State income tax, net of federal benefit (1,821,800) 364,834 (265,228)
Tax credits utilized (382,000) (1,097,843) (626,778)
Goodwill 1,503,774 360,296 4,856,150
Foreign income 897,000 - -
Change in valuation of deferred tax accounts 1,208,502 - -
Other 85,261 106,781 26,409
------------- ------------ ------------
$ (10,897,503) $ 2,214,938 $ 1,669,809
============= ============ ============
</TABLE>
The significant items comprising the Company's net deferred tax asset
(liability) are as follows:
35
<PAGE>
Year Ended June 30,
1999 1998
---------------- -----------------
Reserves and other liabilities $ 623,659 $ 217,527
Other 796,915 321,733
Plant closure expenses 5,733,000 -
Benefit of NOL carryforward 3,980,010 -
Property, plant, and equipment (6,410,515) (4,262,566)
----------- -----------
$ 4,723,069 $(3,723,306)
=========== ===========
Net deferred tax assets and liabilities are included in the following
balance sheet accounts at June 30, 1999 and 1998:
Year Ended June 30,
1999 1998
---------------- -----------------
Current deferred asset $ 7,009,871 $ 474,175
Deferred tax liability (2,286,802) (4,197,481)
------------ ------------
Net deferred tax asset (liability) $ 4,723,069 $ (3,723,306)
============ ============
As of June 30, 1999, the Company has available respective federal and
state net operating loss carryovers of $16,289,079. The total combined tax
benefit of the federal and state net operating loss carryover is
approximately $6,352,000. The federal net operating loss carryforward will
expire during the year ending June 30, 2019. The state carryforward
periods vary by statute. No valuation allowance has been applied against
the Company's deferred tax asset as the Company considers it more likely
than not that the deferred tax asset will be utilized.
13. MAJOR CUSTOMERS
For the years ended June 30, 1999 and 1998, the Company had no customers
that represented more than 10% of total revenue. For the year ended June
30, 1997, the Company recognized 12% of total revenue from one customer.
14. EMPLOYEE BENEFIT PLAN
The Company has a 401(k) plan which covers all employees and permits
discretionary contributions by the participants. The Company has
contributed $578,215, $318,938, and $132,588 to the plan for the years
ended June 30, 1999, 1998 and 1997.
15. STOCK INCENTIVE PLAN AND STOCK WARRANTS
Under the Company's Stock Incentive Plan, the Board of Directors may grant
incentive and non-qualified options, stock bonuses, restricted stock,
stock appreciation rights, and cash bonus rights to employees and
directors to purchase up to 2,700,000 shares of common stock. The Stock
Incentive Plan shall continue in effect until all shares available for
issuance have been issued. However, the Board of Directors can suspend or
terminate the
36
<PAGE>
Stock Incentive Plan at any time except with respect to options and shares
subject to restrictions then outstanding under the Stock Incentive Plan.
Under the Stock Incentive Plan, the option price is equal to fair market
value at the grant date. Options currently expire no later than ten years
from the grant date and generally vest after four years.
The following table summarizes the stock option activity under the
Company's option plan:
Weighted
average
Number exercise
of shares price
- --------------------------------------------------------------------------------
Options outstanding at June 30, 1996 667,000 9.56
Granted 499,563 9.84
Canceled (68,800) 9.51
Exercised (12,000) 9.50
-----------
Options outstanding at June 30, 1997 1,085,763 9.80
Granted 383,457 10.75
Canceled (222,318) 9.95
Exercised (17,382) 9.57
-----------
Options outstanding at June 30, 1998 1,229,520 $ 10.03
Granted 565,750 6.40
Canceled (180,709) 10.98
Exercised - -
-----------
Options outstanding at June 30, 1999 1,614,561 $ 8.70
===========
Options exercisable at:
June 30, 1997 130,357 $ 9.69
June 30, 1998 310,744 $ 9.65
June 30, 1999 581,924 $ 9.52
The range of exercise prices for options outstanding at June 30, 1999 and
1998 was $4.969-$13.50. Options available for grant at June 30, 1999
totaled 1,056,057.
The Company has elected to account for its stock based compensation under
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees; however, as required by SFAS No. 123, Accounting for
Stock-Based Compensation, the Company has computed for pro forma
disclosure purposes the value of options granted during the years ended
June 30, 1999, 1998 and 1997 using the Black-Scholes option pricing model.
The weighted-average assumptions used for stock option grants in 1999,
1998 and 1997 were a risk free interest rate of 5.78%, 5.48% and 6.44%,
respectively, no expected dividend yield, an expected life of 4.5 years,
4.8 years and 6 years, respectively, and an expected volatility of 67%,
55% and 44%, respectively. The weighted-average estimated fair value of
employee stock options granted during the years ended June 30, 1999, 1998
and 1997 was $5.06, $5.49 and $5.13 per share, respectively.
37
<PAGE>
If the Company had accounted for the plan in accordance with SFAS No. 123,
the Company's net income and pro forma net income per share would have
been reported as follows:
<TABLE>
1999 1998 1997
<S> <C> <C> <C>
Net income (loss) as reported $ (25,539,429) $ 5,081,749 $ (8,300,507)
Pro forma net income (loss) $ (26,323,075) $ 4,386,882 $ (8,992,908)
Pro forma diluted net income (loss) per share $ (2.03) $ 0.34 $ (0.74)
Diluted net income (loss) per share as reported $ (1.97) $ 0.40 $ (0.68)
</TABLE>
The effects of applying SFAS No. 123 for providing pro forma disclosures
for the years ended June 30, 1999, 1998 and 1997 are not likely to be
representative of the effects on reported net income and earnings per
share for future years since options vest over several years and
additional awards are made each year.
The Company has an Employee Stock Purchase Plan ("ESPP"). Under the ESPP
employees may purchase shares of the Company's common stock at 85% of fair
market value at specific, predetermined dates. There are 200,000
authorized to be issued under the ESPP.
During fiscal year 1999, the board of Directors issued to the President of
the Company 100,000 shares of restricted common stock in exchange for a
non-interest bearing note due 2006. The stock was sold for $5.2035 per
share, a discount of 25% from market. The shares are restricted to prevent
its sale or transfer for two years. The President also has a right to put
the stock back to the Company for $4.20 per share at the end of seven
years. Deferred compensation of $173,400 was recognized and is being
amortized over the two-year restriction period.
In connection with the acquisition of Circuit Technology. Inc. ("CTI") in
November 1996, Praegitzer issued stock warrants to purchase 46,333 shares
of common stock to the former shareholders of CTI. The warrants can be
exercised at $12 per share and expire in 2006. At June 30, 1999, no shares
had been purchased under the stock warrants.
16. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of long-term debt has been estimated by discounting
projected future cash flows, using current rate at which similar loans
would be made to borrowers with similar credit ratings and for the same
maturities. Current maturities of long-term debt were included and capital
lease obligations were excluded. The fair value of the Company's long-term
debt is estimated to be $79,627,422, or 101.0% of the carrying value of
$78,871,365 at June 30, 1999 and $77,182,424, or 100.1% of the carrying
value of $77,067,931 at June 30, 1998. The fair value of the Key Bank
interest rate swap is estimated to be the settlement amount. The Company
could settle the swap at a loss of $32,000 and $23,000 at June 30, 1999
and 1998, respectively.
38
<PAGE>
17. SUBSEQUENT EVENT
Subsequent to June 30, 1999, Company entered into a Deferral Loan and Lease
Modification Agreement dated October 12, 1999 with its equipment lenders
and lessors (the "Modification Agreement"). Pursuant to the Modification
Agreement (i) the Company's capital equipment lessors revised the Company's
lease payment schedules and (ii) each lender either (a) made a loan to the
Company (each a "Deferral Loan"), the proceeds of which were used to pay
amounts owing under the Company's existing loan obligations and to prepay
future payments owing under those obligations through February 2000 or (b)
deferred certain payments on its existing obligations through February 2000
(the aggregate of such Deferral Loans, deferred payments and revised lease
payments collectively, the "Deferred Amount"). In January 2000, the Company
will pay an aggregate fee to the lenders and lessors equal to two percent
of the Deferred Amount ($201,207). Each lender and lessor also has the
option of receiving (i) an additional fee equal to three percent of its
portion of Deferred Amount (a maximum aggregate amount of ($301,810) or
(ii) the right to convert all or a portion of its share of the Deferred
Amount into the Company's common stock at $5.77 per share. The amount that
may be converted decreases over the term of the loan or lease and
conversion is subject to certain other restrictions. Under the terms of the
Modification Agreement, the lenders and lessors each waived the Company's
prior defaults under its existing loan and/or lease agreements.
18. QUARTERLY FINANCIAL DATA (Unaudited)
In the opinion of management, this unaudited quarterly financial summary
includes all adjustments, which are of a normal and recurring nature,
necessary to present fairly the financial position, the results of
operations, and the cash flows of the Company for the periods represented,
with the exception of the one-time charges reported in the quarters ended
June 30, 1999 and March 31, 1999, see further discussion in Note 7 (in
thousands, except per share amounts):
<TABLE>
September 30, December 31, March 31, June 30,
1998 1998 1999 1999
<S> <C> <C> <C> <C>
Net sales $ 55,396 $ 55,293 $ 56,706 $ 50,270
Gross profit 9,194 9,817 8,307 (825)
Income (loss) from operations 2,182 2,712 (8,369) (28,895)
Income (loss) before taxes 923 1,971 (9,266) (30,065)
Net income (loss) 593 1,232 (8,281) (19,083)
Net income (loss) per share, basic and diluted 0.05 0.10 (0.64) (1.48)
September 30, December 31, March 31, June 30,
1997 1997 1998 1998
Net sales $ 42,595 $ 46,032 $ 44,713 $ 49,433
Gross profit 8,032 10,034 8,773 7,447
Income from operations 2,229 4,019 3,379 1,203
Income (loss) before taxes 1,601 3,379 2,545 (228)
Net income (loss) 1,107 2,269 1,732 (26)
Net income per share, basic and diluted 0.09 0.18 0.14 0.00
</TABLE>
39
<PAGE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the directors of the Company is included under
"Election of Directors" in the Company's definitive Proxy Statement for its
Annual Meeting of Shareholders filed or to be filed not later than 120 days
after the end of the fiscal year covered by this Report (the "1999" Proxy
Statement) and is incorporated herein by reference.
For information concerning the executive officers of the Company, see
"Executive Officers of the Registrant" under Part I of this report.
Information with respect to Section 16(a) of the Securities Exchange
Act is included under "Section 16(a) Beneficial Ownership Reporting Compliance"
in the 1999 Proxy Statement.
Item 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation is included under
"Executive Compensation" in the 1999 Proxy Statement and is incorporated herein
by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to security ownership of certain beneficial
owners and management is included under "Voting Securities and Principal
Shareholders" in the 1999 Proxy Statement and is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related
transactions with management is included under "Certain Relationships and
Related Transactions" in the 1999 Proxy Statement and is incorporated herein by
reference.
40
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. Financial Statements:
The following consolidated financial statements are included in Item 8:
Independent Auditors' Report
Consolidated Balance Sheets as of June 30, 1999 and 1998
Consolidated Statements of Operations for the years ended June 30, 1999, June
30, 1998 and June 30, 1997
Consolidated Statements of Cash Flows for the years ended June 30, 1999, June
30, 1998 and June 30, 1997
Consolidated Statements of Shareholders' Equity for the years ended June 30,
1999, June 30, 1998 and June 30, 1997
Notes to Consolidated Financial Statements
(a)2. Financial Statement Schedules:
All schedules have been omitted since they are either not required or
the information is otherwise included.
(a)3. Exhibits:
Exhibit
Number Description
- ------ -----------
3(i) Second Amended and Restated Articles of Incorporation (Incorporated
by reference to Exhibit 3(i)) of the Company's Annual Report on Form
10-K for the year ended June 30, 1998 (the "1998 Form 10-K"))
3(ii) Bylaws (Incorporated by reference to Exhibit 3(ii) of the Company's
Registration Statement on Form S-1, Registration No. 333-01228 (the
"Form S-1"))
4.1 See Article II of Exhibit 3(i) and Articles II and V of Exhibit 3(ii)
4.2 Form of Indenture dated December 29, 1998 between Praegitzer
Industries, Inc. and U.S. Trust Company, N.A. as the Indenture
Trustee (Incorporated by reference to Exhibit 4.2 of the Company's
Registration Statement on Form S-1, Registration No. 333-63003)
10.1* 1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.1
of the Form S-1)
10.2 Form of Incentive Stock Option Agreement (Incorporated by reference
to Exhibit 10.2 of the Form S-1)
10.3 Form of Nonstatutory Stock Option Agreement (Incorporated by
reference to Exhibit 10.3 of the Form S-1)
10.4 1996 Employee Stock Purchase Plan (Incorporated by reference to
Exhibit 10.17 of the Company's Annual Report on Form 10-K for the
Year Ending June 30, 1997 (the "1997 Form 10-K"))
10.5 Borrowing Agreement between the Company and Heller Financial dated
August 22, 1996 (Incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for Quarter Ending September
30, 1996 (the "September 30, 1996 Form 10-Q"))
10.6 Swap Agreement between the Company and Key Bank dated December 10,
1996 (Incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for Quarter Ending December 31, 1996)
41
<PAGE>
10.7 Borrowing Agreement between the Company and Heller Financial dated
May 30, 1997 (Incorporated by reference to Exhibit 10.8 of the 1997
Form 10-K)
10.8 Borrowing Agreement between the Company and Heller Financial dated
December 29, 1997 (Incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the Quarter Ending
December 31, 1997 (the "December 31, 1997 Form 10-Q"))
10.9 Borrowing Agreement between the Company and Heller Financial dated
December 29, 1997 (Incorporated by
reference to Exhibit 10.2 of the December 31, 1997 Form 10-Q)
10.10 Borrowing Agreement between the Company and Heller Financial dated
March 27, 1998 (Incorporated by reference to Exhibit 10.1 of the
March 31, 1998 Form 10-Q (the "March 31, 1998 Form 10-Q"))
10.11 Borrowing Agreement between the Company and Heller Financial dated
March 31, 1998 10.12 Lease Agreement between CTI and Seapointe
Development, Inc. dated April 1989 and amendments thereto
(Incorporated by reference to Exhibit 10.13 of the Form S-1)
10.13 Lease between CTI and Redmond Quadrant Associates, LP dated June 15,
1995 (Incorporated by reference to Exhibit 10.14 of Form S-1)
10.14* Employment Agreement between the Company and Robert L. Praegitzer
dated November 17, 1995 (Incorporated by reference to Exhibit 10.20
of the Form S-1)
10.15* Employment Agreement between the Company and Robert J. Versiackas
dated August 26, 1996 (Incorporated by reference to the 1998 Form
10-K)
10.16* Offer Letter between the Company and James M. Buchanan dated March
24, 1998 (Incorporated by reference to the 1998 Form 10-K)
10.17 Stock Purchase Agreement between the Company and Matthew J. Bergeron
dated December 22, 1998 (Incorporated by
reference to Exhibit 10 of the December 31, 1998 Form 10-Q)
10.18 Amended and Restated Credit Agreement among the Company, the lenders
named therein, KeyBank National Association and Heller Financial,
Inc. dated April 8, 1999 (Incorporated by reference to Exhibit 10 of
the March 31, 1999 Form 10-Q)
21.1 Subsidiaries of the Company
23.1 Consent of Deloitte & Touche LLP
27.1 Financial Data Schedule (Electronic Filing)
- ------------------------------------------------------
* Represents a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
During the three month period ended June 30, 1999, there were no
reports on Form 8-K filed.
42
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 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.
PRAEGITZER INDUSTRIES, INC.
By: ROBERT L. PRAEGITZER
-----------------------------------
Robert L. Praegitzer
Chairman of the Board and
Chief Executive Officer
Dated: October 13, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
ROBERT L. PRAEGITZER
- ---------------------------------- Chairman and October 13, 1999
Robert L. Praegitzer Chief Executive Officer
MATTHEW J. BERGERON
- --------------------------------- President, Chief Operating Officer, October 13, 1999
Matthew J. Bergeron Chief Financial Officer and
Director
DANIEL J. BARNETT
- --------------------------------- Director October 13, 1999
Daniel J. Barnett
THEODORE L. STEBBINS
- --------------------------------- Director October 13, 1999
Theodore L. Stebbins
MERRILL A. McPEAK
- --------------------------------- Director October 13, 1999
Merrill A. McPeak
GORDON B. KUENSTER
- --------------------------------- Director October 13, 1999
Gordon B. Kuenster
</TABLE>
43
LIST OF SUBSIDIARIES
Jurisdiction of
Name Incorporation
- ---- ---------------
Praegitzer International, LLC Oregon
Praegitzer Asia Sdn Bhd Malaysia
Praegitzer International (H.K.) Limited Hong Kong
Praegitzer Industries (B.V.I.) Inc. British Virgin Islands
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement Nos.
333-0753, 333-07535, 333-09319, and 333-80233 on Form S-8 and Registration
Statement No. 333-24633 on Form S-3 of Praegitzer Industries, Inc. of our report
dated October 13, 1999, included in this Form 10-K of Praegitzer Industries,
Inc. for the year ended June 30, 1999.
DELOITTE & TOUCHE LLP
Portland, Oregon
October 13, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-1-1998
<PERIOD-END> JUN-30-1999
<CASH> 570
<SECURITIES> 0
<RECEIVABLES> 30,695
<ALLOWANCES> (1,050)
<INVENTORY> 16,652
<CURRENT-ASSETS> 62,056
<PP&E> 107,334
<DEPRECIATION> (35,325)
<TOTAL-ASSETS> 143,897
<CURRENT-LIABILITIES> 43,262
<BONDS> 67,326
0
0
<COMMON> 43,886
<OTHER-SE> (24,535)
<TOTAL-LIABILITY-AND-EQUITY> 143,897
<SALES> 217,665
<TOTAL-REVENUES> 217,665
<CGS> 191,172
<TOTAL-COSTS> 191,172
<OTHER-EXPENSES> 58,863
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,848
<INCOME-PRETAX> (36,437)
<INCOME-TAX> (10,898)
<INCOME-CONTINUING> (25,539)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25,539)
<EPS-BASIC> (1.97)
<EPS-DILUTED> (1.97)
</TABLE>
