SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended September 26, 1999
Commission File No. 0-12942
PARLEX CORPORATION
------------------
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 04-2464749
- ------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
One Parlex Place, Methuen, Massachusetts 01844
---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
978-685-4341
------------
(Registrant's telephone number, including area code)
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 [ ]
----- -----
The number of shares of the Registrant's Common Stock, par value $.10
per share, outstanding at October 29, 1999, was 4,807,459 shares.
PARLEX CORPORATION
------------------
INDEX
-----
Part I - Financial Information Page
----
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets - September 26, 1999 and June 30, 1999 3
Consolidated Statements of Income - For the Three Months
Ended September 26, 1999 and September 27, 1998 4
Consolidated Statements of Cash Flows - For the Three Months
Ended September 26, 1999 and September 27, 1998 5
Notes to Unaudited Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition
And Results of Operations 7
Part II - Other Information 11
Exhibit Index 12
Signatures 15
PARLEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 26, 1999 and June 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
September 26, 1999 June 30, 1999
------------------ -------------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,082,416 $ 1,175,889
Short-term investments 928,704 1,606,953
Accounts receivable - less allowance for doubtful accounts 15,761,815 14,053,046
Inventories:
Raw material 4,136,342 3,746,245
Work in process 8,016,155 7,197,212
Refundable income taxes - 129,790
Deferred income taxes 559,084 559,084
Other current assets 1,658,549 1,585,435
------------ ------------
Total current assets 32,143,065 30,053,654
------------ ------------
PROPERTY, PLANT AND EQUIPMENT:
Land 468,864 468,864
Buildings 8,159,588 7,796,488
Machinery and equipment 32,195,405 30,756,650
Leasehold improvements and other 3,052,529 2,929,101
Construction in progress 13,586,228 13,844,489
------------ ------------
57,462,614 55,795,592
Less accumulated depreciation and amortization (24,896,951) (23,915,018)
------------ ------------
Property, plant and equipment - net 32,565,663 31,880,574
------------ ------------
OTHER ASSETS 1,554,795 1,586,383
------------ ------------
TOTAL $ 66,263,523 $ 63,520,611
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILIITES:
Current portion of long-term debt $ 619,206 $ 619,206
Accounts payable 7,661,999 8,080,085
Accrued liabilities 3,581,784 2,592,655
------------ ------------
Total current liabilities 11,862,989 11,291,946
------------ ------------
LONG-TERM DEBT 2,276,638 1,631,782
------------ ------------
OTHER NONCURRENT LIABILITIES 2,497,013 2,611,942
------------ ------------
MINORITY INTEREST IN PARLEX SHANGHAI 2,889,228 2,651,711
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock - -
Common stock 501,733 499,115
Additional paid-in capital 24,651,279 24,568,566
Retained earnings 22,628,790 21,288,296
Accumulated other comprehensive income (6,522) 14,878
Less treasury stock (1,037,625) (1,037,625)
------------ ------------
Total stockholders' equity 46,737,655 45,333,230
------------ ------------
TOTAL $ 66,263,523 $ 63,520,611
============ ============
</TABLE>
PARLEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended September 26, 1999 and September 27, 1998
(Unaudited)
<TABLE>
<CAPTION>
September 26, 1999 September 27, 1998
------------------ ------------------
<S> <C> <C>
REVENUES:
Product sales $20,119,207 $15,419,212
License fees and royalty income 246,352 72,544
----------- -----------
Total revenues 20,365,559 15,491,756
----------- -----------
COSTS AND EXPENSES:
Cost of products sold 15,664,031 13,051,471
Selling, general and administrative expenses 2,570,809 2,114,422
----------- -----------
Total costs and expenses 18,234,840 15,165,893
----------- -----------
OPERATING INCOME 2,130,719 325,863
OTHER INCOME, Net 12,289 169,283
INTEREST EXPENSE (58,136) (76,440)
----------- -----------
INCOME FROM OPERATIONS BEFORE
INCOME TAXES 2,084,872 418,706
(PROVISION) CREDIT FOR INCOME TAXES (506,861) 70,850
----------- -----------
INCOME BEFORE MINORITY INTEREST 1,578,011 489,556
MINORITY INTEREST (237,517) (290,486)
----------- -----------
NET INCOME $ 1,340,494 $ 199,070
=========== ===========
BASIC INCOME PER SHARE $ 0.28 $ 0.04
=========== ===========
DILUTED INCOME PER SHARE $ 0.28 $ 0.04
=========== ===========
WEIGHTED AVERAGE SHARES - BASIC 4,794,858 4,640,795
=========== ===========
WEIGHTED AVERAGE SHARES - DILUTED 4,843,188 4,788,893
=========== ===========
</TABLE>
PARLEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 26, 1999 September 27, 1998
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,340,494 $ 199,070
----------- -----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization of property, plant and
equipment and other assets 1,016,892 796,526
Gain on sale of investments available for sale
Deferred compensation 22,601 21,921
Minority interest 237,517 290,486
Changes in assets and liabilities:
Accounts receivable - net (1,708,769) 238,381
Inventories (1,209,040) (287,030)
Refundable income taxes 129,790 196,693
Other current assets (73,114) 766,210
Deferred compensation payments (37,530) -
Accounts payable and accrued liabilties 471,043 (1,786,167)
----------- -----------
Total adjustments (1,150,610) 237,020
----------- -----------
Net cash provided by operating activities 189,884 436,090
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CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities of investments available for sale, net 676,363 1,557,959
Additions to property, plant and equipment (1,667,022) (2,880,469)
Increase in other assets (3,371) (517,591)
----------- -----------
Net cash used for investing activities (994,030) (1,840,101)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank loan - 50,000
Payment of bank loan (80,000) -
Borrowings under revolving credit agreement 900,000 1,200,000
Payments of other long-term debt (175,144) (116,852)
Proceeds from exercise of stock options 85,331 1,092
----------- -----------
Net cash provided by financing activities 730,187 1,134,240
----------- -----------
Effect of exchange rate changes on cash (19,514) 321
----------- -----------
Net decrease in cash and cash equivalents (93,473) (269,450)
Cash and cash equivalents, beginning of year 1,175,889 5,824,233
----------- -----------
Cash and cash equivalents, end of period $ 1,082,416 $ 5,554,783
=========== ===========
</TABLE>
PARLEX CORPORATION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
----------------------------------------------------
1. Management Statement
--------------------
The financial statements as reported in Form 10-Q reflect all
adjustments which are, in the opinion of management, necessary to present
fairly the financial position as of September 26, 1999 and the results of
operations and cash flows for the three months ended September 26, 1999 and
September 27, 1998. All adjustments made to the interim financial
statements were of a normal recurring nature. The results of operations
for the interim periods are not necessarily indicative of the results of
operations to be expected for the entire fiscal year.
The Company followed the same accounting policies in the preparation
of this interim financial statement as described in the Company's annual
filing on Form 10-K for the year ended June 30, 1999, and this filing
should be read in conjunction with that annual report.
2. Comprehensive Income
--------------------
Comprehensive Income, as required by SFAS No. 130, "Reporting
Comprehensive Income." for the three months ended September 26, 1999 and
September 27, 1998, is as follows:
<TABLE>
<CAPTION>
September 26, 1999 September 27, 1998
------------------ ------------------
<S> <C> <C>
Other Comprehensive Income:
Unrealized gain (loss) on short term
investments $ (1,886) $3,280
Cumulative translation adjustments (19,514) 321
-------- ------
$(21,400) $3,601
======== ======
</TABLE>
The accumulated other comprehensive income balance is as follows:
<TABLE>
<CAPTION>
Unrealized gains
(losses) on Cumulative Trans-
Short term Investments lation Adjustments Total
---------------------- ------------------ -----
<S> <C> <C> <C>
Beginning Balance $(1,886) $ 12,992 $ 14,878
Current Period Change (1,886) (19,514) (21,400)
------- -------- --------
Ending Balance -0- $ (6,522) $ (6,522)
======= ======== ========
</TABLE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
- ---------------------
The Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with "Factors that May
Affect Future Results" set forth on Page 10 herein and in the Company's
other filings with the U.S. Securities and Exchange Commission.
Total revenues in the first quarter of the current fiscal year were
$20,365,559, an increase of 31% from $15,491,756 in revenues for the first
quarter last year. Revenues were generated primarily from product sales,
while some were derived from licensing and royalty fees. Sales were robust
in all markets with the largest gains coming from the telecommunication
sector. Each of the Company's operating locations reported an increase in
revenue.
The cost of products sold was $15,664,031 or 77% of revenues in the
current quarter versus $13,051,471 or 84% of revenues in the first quarter
last year. Operating margins improved as more automotive product was
shifted to the Company's proprietary PALFlex(r) technology, which provides
for a lower cost and a higher performance flexible circuit as compared to
the use of conventional materials. Additionally, operations in Mexico
continue to improve and additional product is being sent to the facility
for its cost effective finishing processes. Dynaflex, the Company's quick
turn/prototype facility in San Jose, California, is satisfying the
customers' prototype demands, allowing other facilities to concentrate on
the larger production orders, which contributes to enhanced operational
efficiency.
In the first quarter last year, the Company incurred some
unanticipated losses in the manufacturing of flexible circuits associated
with automotive applications and involving its' Mexican facility. The
Company also failed to achieve desired yields on its PALFlex(r) process for
automotive applications. Both of these problems were remedied subsequent
to the first quarter last year and no longer exist.
Selling, general, and administrative expenses were $2,570,809 or 13%
of revenues this quarter versus $2,114,422 or approximately 14% of revenue
for the comparable quarter last year.
Other income was $12,289 in the first quarter this year versus
$169,283 for the same period last year. Last year's amount was primarily
associated with interest income earned on the remaining proceeds from the
Company's stock offering in October 1997. Subsequent to the first quarter,
most of the proceeds were expended for a new addition to the building in
Methuen, Massachusetts, as well as for capital equipment and working
capital requirements at the Company's operating locations.
The above factors resulted in income before taxes of $2,084,872 this
quarter versus $418,706 in the first quarter last year, or an increase of
nearly 400%.
The Company provided for taxes of $506,861 or an effective tax rate
of about 24%, including a tax rate of 7.5% on income derived from the
Company's 50.1% interest in Parlex (Shanghai), the Chinese joint venture.
The Company is anticipating a slightly higher tax rate in the current year
versus the effective tax rate of 21% for the fiscal year ended June 30,
1999. In the first quarter of last year, the tax credit related to the
loss incurred in the Company's US operations, while the Company generated
income from its Chinese joint venture, which, at that time, was not subject
to tax.
The Company's net income, after providing for taxes and recognizing
the minority interest in its Chinese joint venture, was $1,340,494, an
increase of 573% from the income of $199,070 reported in the same quarter a
year ago.
Liquidity and Capital Resources
- -------------------------------
As of September 26, 1999, the Company had cash on hand and short term
investments of approximately $2,000,000. In addition, the Company has
available for use $8,500,000 from its unsecured revolving credit facility
of $10,000,000.
In the first quarter this year, the Company expended nearly
$1,700,000 for fixed assets, after having spent nearly $13,000,000 on
additions to plant, property, and equipment in the fiscal year ended June
30, 1999. The Company anticipates a lower level of spending during the
remainder of the year.
The Company believes that its cash on hand, its anticipated cash flow
from operations, and the amount available under its revolving credit
facility, should be sufficient to meet its foreseeable needs during the
remainder of the current fiscal year.
New Accounting Pronouncements
- -----------------------------
Recently Adopted Accounting Pronouncements - SFAS No. 131 establishes
standards for the way that public business enterprises report information
about operating segments in annual financial statements and requires that
those enterprises report selected information about operating segments in
interim financial reports. It also establishes standards for related
disclosures about products and services, geographic areas and major
customers. The Company organizes itself as one segment reporting to the
chief operating decision-maker. Revenue consists of product sales, license
fees and royalty income.
Future Adoption of Accounting Pronouncements - In June 1998, the
Financial Accounting Standards Board issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contract and for hedging
activities. SFAS No. 133 will be adopted by the Company during fiscal year
2001. The Company has not completed an evaluation of the effects of
adopting SFAS No. 133 on its consolidated financial position, results of
operations and financial statement disclosures.
Year 2000 Disclosure Statement
- ------------------------------
The information provided below constitutes a "Year 2000 Readiness
Disclosure" under the Year 2000 Information and Readiness Disclosure Act.
The Year 2000 may affect the Company's internal computer systems, and
certain external systems with which the Company exchanges any date related
information with its customers, suppliers, banks, insurance companies,
stockholders, etc. In order to properly assess the extent this problem may
have on its operations, the Company has and is continuing to survey its key
suppliers, service providers, and trading partners as to their level of
preparedness and the effect it will have (if any) on the Company's
operations.
The Company believes all necessary undertakings have been completed
and that its enterprise system is fully year 2000 compliant. Quite apart
from the Year 2000 problem, the Company has replaced its legacy computer
with a client server system for which the hardware and software have been
certified as year 2000 compliant.
The Company has completed an inventory of all of its mission critical
manufacturing systems in order to determine any Year 2000 issues. All
identified issues have been remediated and as a result the Company does not
believe that any issues exist which will prevent these systems from
operating as expected after January 1, 2000. The testing necessary to
validate being Year 2000 ready is scheduled to be completed in November
1999.
The Year 2000 issue does present some risk that the Company's
operations may suffer disruption as a result of either a computer
malfunction or a corruption of date sensitive data. If in the event this
does occur, the Company believes that it will most likely be due to factors
external to the Company, and contingency plans have been prepared to deal
with any such occurrence. These include provisions for extra raw materials
above that needed for normal operations, staffing the plant with critical
personnel on January 1st, scheduling the New Year's holiday to provide extra
time for recovery in the event it is needed, and duplication of production
capability at its various facilities. These contingency plans apply to all
Company facilities as appropriate. Because of the Company's internal Year
2000 program, the Company does not believe there is a significant risk of
disruption of operations due to malfunction of its internal systems or
equipment.
Quantitative and Quality Disclosures About Market Risk
- ------------------------------------------------------
As of September 26, 1999, the Company is exposed to market risks
which include changes in U.S. and foreign interest rates and fluctuations
in exchange rates.
The Company maintains a portion of its cash and cash equivalents in
financial instruments with purchased maturities of three months or less.
These financial instruments are subject to interest rate risk and will
decline in value if interest rates decrease. Due to the short duration of
these financial instruments, an immediate decrease in interest rates would
not have a material adverse effect upon the Company's financial position.
The Company also has a revolving line of credit agreement which bears
interest at the bank's corporate base rate which is also affected by
changes in market interest rates. As of September 26, 1999, $1,500,000 was
borrowed under this line of credit. The Company has the option to repay
borrowings at anytime without penalty and therefore believes that the
market risk is not material.
Sales in Parlex Shanghai are typically denominated in the local
currency (functional currency), thereby creating exposure to changes in
exchange rates. The changes in the Chinese/U.S. exchange rate may
positively or negatively impact the joint venture's sales, gross margins
and retained earnings. Based upon the current volume of transactions in
China and the stable nature of the exchange rate between China and the
U.S., the Company does not believe the market risk is material.
Factors That May Affect Future Results
- --------------------------------------
This Quarterly Report on Form 10-Q contains certain forward-looking
statements as defined under the Federal Securities Laws. The Company's
actual results of operations may differ significantly from those
contemplated by such forward-looking statements as a result of various risk
factors beyond its control, including, but not limited to, economic
conditions in the electronics industry, particularly in the principal
industry sectors served by the Company, changes in customer requirements
and in the volume of sales to principal customers, competition, and
technological change.
PART II - OTHER INFORMATION
---------------------------
Items 1-5 THESE ITEMS ARE INAPPLICABLE
Item 6 Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits - See Exhibit Index
(b) Reports on Form 8-K - No reports on Form 8-K
Were filed by the Company for the quarter ended
September 26, 1999.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- ----
<S> <C> <C>
11 Statement Regarding Computation of Per Share Earnings 13
27 Financial Data Schedule 14
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PARLEX CORPORATION
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By:
---------------
Peter J. Murphy
President
By:
-------------------
Steven M. Millstein
Vice President of Finance
(Principal Accounting and
Financial Officer)
----------------------
Date
EXHIBIT 11
PARLEX CORPORATION AND SUBSIDIARIES
Computation of Net Income Per Common Share
<TABLE>
<CAPTION>
Three Months Ended
Sept. 26, 1999 Sept. 27, 1998
-------------- --------------
<S> <C> <C>
Net Income Per Share - Basic $ .28 $ .04
Weighted Average Number
of Shares Outstanding 4,794,858 4,640,795
Net Income Per Share - Diluted $ .28 $ .04
Weighted Average Number of
Shares Outstanding 4,794,858 4,640,795
Effect of Dilutive Stock Options 48,330 148,098
Adjusted Weighted Average
Number of Shares Outstanding 4,843,188 4,788,893
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains a summary of financial information extracted from the
Consolidated Balance Sheet and Consolidated Statement of Operations and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-26-1999
<CASH> 1,082,416
<SECURITIES> 928,704
<RECEIVABLES> 16,071,208
<ALLOWANCES> 309,393
<INVENTORY> 12,152,497
<CURRENT-ASSETS> 32,143,065
<PP&E> 57,462,614
<DEPRECIATION> 24,896,951
<TOTAL-ASSETS> 66,263,523
<CURRENT-LIABILITIES> 11,862,989
<BONDS> 0
0
0
<COMMON> 501,733
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 66,263,523
<SALES> 20,119,207
<TOTAL-REVENUES> 20,365,559
<CGS> 15,664,031
<TOTAL-COSTS> 18,234,840
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 58,136
<INCOME-PRETAX> 2,084,872
<INCOME-TAX> 506,861
<INCOME-CONTINUING> 1,340,494
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,340,494
<EPS-BASIC> .28
<EPS-DILUTED> .28
</TABLE>
