SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10-Q/A
Amendment No. 1
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended May 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________ to ___________________
Commission file number 1-4415
PARK ELECTROCHEMICAL CORP.
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 11-1734643
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Dakota Drive, Lake Success, N.Y. 11042
------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 354-4100
Not Applicable
-----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,736,963 as of July 7, 1995.
<PAGE> 2
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
I N D E X
Page
Number
------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
May 28, 1995 (Unaudited) and
February 26, 1995 .................................. 3
Consolidated Statements of Earnings
13 weeks ended May 28, 1995 and
May 29, 1994 (Unaudited)............................ 4
Consolidated Statements of Cash Flows
13 weeks ended May 28, 1995 and
May 29, 1994 (Unaudited)............................ 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) ............................. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations ......................................... 7
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings ................................... 9
Item 6. Exhibits and Reports on Form 8-K .................... 9
SIGNATURES ..................................................... 10
This Amendment No. 1 on Form 10-Q/A to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended May 28, 1995 (the
"Form 10-Q") is being filed by the Registrant solely to correct
EDGAR formats. There is no change in the substantive content of the
Form 10-Q.
-2-
<PAGE> 3
<TABLE>
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<CAPTION>
May 28, February 26,
1995 1995
<S> <C> <C>
ASSETS (Unaudited) *
Cash and cash equivalents $ 32,849 $ 30,803
Marketable securities 16,076 15,107
Accounts receivable, net 37,381 33,172
Inventories (Note 2) 18,317 16,181
Prepaid expenses & other current assets 3,547 3,057
-------- -------
TOTAL CURRENT ASSETS 108,170 98,320
Property, plant and equipment, net 66,093 61,427
Other assets 2,129 2,304
-------- --------
$176,392 $162,051
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 32,087 $ 24,616
Accrued liabilities 14,089 15,844
Income taxes payable 5,385 2,825
-------- --------
TOTAL CURRENT LIABILITIES 51,561 43,285
Long-term debt (Note 3) - 23
Deferred income taxes 5,338 5,243
Deferred pension liability 1,452 1,452
Stockholders' Equity (Note 3):
Common stock 679 679
Other stockholders' equity 117,362 111,369
-------- --------
TOTAL STOCKHOLDERS' EQUITY 118,041 112,048
-------- --------
$176,392 $162,051
======== ========
<FN>
*The Balance Sheet at February 26, 1995 has been taken from the audited
financial statements at that date, and condensed.
</TABLE>
-3-
<PAGE> 4
<TABLE>
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited - in thousands, except per share data)
<CAPTION>
13 Weeks Ended
-------------------------
May 28, May 29,
1995 1994
<S> <C> <C>
Net sales $75,412 $62,769
-------- --------
Costs and expenses:
Cost of sales 57,695 49,522
Selling, general and administrative 8,857 7,471
-------- --------
Total costs and expenses 66,552 56,993
-------- --------
Operating profit 8,860 5,776
-------- --------
Other income (expense):
Interest expense - (412)
Other income, net 568 462
-------- --------
Total other income 568 50
-------- --------
Earnings before income tax provision 9,428 5,826
Income tax provision 3,404 2,156
-------- --------
NET EARNINGS $ 6,024 $ 3,670
======== ========
Net earnings per common share:
Primary $ 1.03 $ .78
Fully diluted $ 1.03 $ .68
Dividends per common share $ .12 $ .08
Weighted average number of common
shares outstanding:
Primary 5,854 4,708
Fully diluted 5,854 5,732
</TABLE>
-4-
<PAGE> 5
<TABLE>
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
<CAPTION>
13 weeks ended
----------------------
May 28, May 29,
1995 1994
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES: $10,027 $ 7,155
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and
equipment, net (6,489) (3,484)
Purchases of marketable securities (2,968) (8,017)
Proceeds from sales of marketable
securities 1,999 13,841
-------- --------
Net cash (used in) provided by
investing activities (7,458) 2,340
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments of short term debt - (57)
Dividends paid (688) (406)
Proceeds from exercise of stock options 122 283
Debt conversion costs and other - (101)
-------- --------
Net cash used in financing activities (566) (281)
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS
BEFORE EXCHANGE RATE CHANGES 2,003 9,214
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS 43 (100)
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 2,046 9,114
CASH AND CASH EQUIVALENTS BEGINNING OF
PERIOD 30,803 14,135
-------- --------
CASH AND CASH EQUIVALENTS END OF PERIOD $32,849 $23,249
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ - $ 24
Income taxes $ 421 $ 1,132
SUPPLEMENTAL DISCLOSURE OF NON CASH
FINANCING ACTIVITIES:
During the quarter ended May 29, 1994 the Company issued 1,586,184 shares of Common
Stock upon the conversion of $32,835,000 principal amount of Debentures.
</TABLE>
-5-
<PAGE> 6
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of May 28, 1995, the
consolidated statements of earnings for the 13 weeks ended May 28, 1995
and May 29, 1994, and the consolidated statements of cash flows for the
13 week periods then ended have been prepared by the Company, without
audit. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position at May 28, 1995, and the results of operations and cash flows for
all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in
the Company's February 26, 1995 annual report to stockholders.
<TABLE>
2. INVENTORIES
Inventories consist of the following:
<CAPTION> (In thousands)
May 28, February 26,
1995 1995
------- ------------
<S> <C> <C>
Raw materials $ 6,160 $ 5,215
Work-in-process 3,321 2,997
Finished goods 8,290 7,446
Manufacturing supplies 546 523
------- -------
$18,317 $16,181
======= =======
</TABLE>
3. SUPPLEMENTARY EARNINGS PER SHARE DATA
During the quarter ended May 29, 1994, the Company issued 1,586,184
shares of common stock upon the conversion of $32,835,000 principal
amount debentures. Supplementary earnings per share for the quarter
ended May 29, 1994 of $.70 per share reflects the earnings per share
that would have resulted if the conversion of these shares had occurred
at the beginning of the period.
-6-
<PAGE> 7
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Results of Operations
During the Company's current fiscal year's first quarter ended May 28,
1995 sales increased 20% to $75,412,000 from $62,769,000 during last year's
first quarter. In addition, operating profit increased 53% to $8,860,000
for the current fiscal year's first quarter from $5,776,000 for last year's
first quarter. During the current fiscal year's first quarter, the
Company's electronics segment accounted for $65,355,000 in sales or 87% of
the Company's total sales worldwide. Electronics sales increased 20% during
this fiscal year's first quarter from last year's first quarter electronics
sales of $54,499,000. The Company's foreign operations, which are dedicated
almost exclusively to the electronics segment, accounted for $21,339,000 in
sales or 28% of total sales worldwide during the first quarter. Foreign
sales during this fiscal year's first quarter increased 47% from last year's
first quarter's foreign sales of $14,525,000. The sales of the plumbing and
industrial component segment for the current year's first quarter amounted
to $10,057,000, or 13% of the Company's total worldwide sales, compared to
$8,270,000 for the same period last year. The sales of the plumbing and
industrial component segment increased 22% compared to the same period last
year.
The gross profit percentage for the Company's worldwide operations was
23.5% for the current fiscal year's first quarter, as compared to 21.1% for
the prior year's first quarter.
The Company's relatively strong performance during the first quarter
was attributable to the reasonably good performance of all of the Company's
business units.
The Company's electronic segment operations were strong in both the
U.S. and overseas. Increased volumes and improved efficiencies have been
achieved in the Company's electronics operations in the U.S., Europe and
South East Asia. Focusing on higher technology, higher margin products has
enabled the electronics business to grow its margins in a highly competitive
environment and in the face of increased raw material prices. The expansion
of the Company's Singapore manufacturing facility was completed and had been
in operation for the entire quarter. The Company is currently in the
process of expanding its facilities in Arizona and New York. These
expansions will both be completed during the current fiscal year.
The Company's plumbing and industrial components segment experienced
improved performance compared to the same period last year. The plumbing
and industrial components segment is comprised of the Company's plumbing
hardware, advanced composite and industrial adhesive tape business units.
The Company's advanced composite business, which performed reasonably during
the first quarter, continued to aggressively pursue new products and new
markets. The Company's industrial adhesive tape business was strong during
the first quarter. The Company's plumbing business performed reasonably
during the first quarter.
Selling, general and administrative expenses, measured as a percentage
of sales, were 11.7% during the current fiscal year's first quarter, as
compared to 11.9% during the prior year's first quarter.
-7-
<PAGE> 8
The Company elected to redeem it's 7 1/4% Convertible Debentures
during the prior year's first quarter. As a result, interest expense was
eliminated for the current fiscal year's first quarter, as compared to
$412,000 during the prior year's first quarter. Virtually all of the
Debentures outstanding were converted into the Company's common stock.
Those conversions eliminated practically all of the Company's long-term
debt. Investment income, which is included in other income, was $568,000
for the current quarter, compared to $323,000 in the prior year's first
quarter. This 76% increase in investment income was due to the increase in
cash available for investment and the increase in the average rate of
interest earned on the Company's investments, compared to the same period
last year. The Company's cash reserves continue to be invested primarily in
short term taxable instruments and government securities. In the prior
year's first quarter, other income of $139,000 arose from the mandatory
adoption of Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities", which requires the
revaluation of marketable securities.
The Company's effective income tax rate for the current fiscal year's
first quarter was 36%, compared to 37% for the prior year's first quarter.
During the current fiscal year's first quarter, the Company's net
earnings increased 64% to $6,024,000 from $3,670,000 during the prior year's
first quarter. Primary earnings per share increased 32% to $1.03 for the
current year's first quarter from $.78 for the prior year's first quarter.
Fully diluted earnings per share increased 51% for the current year's first
quarter to $1.03 from $.68 for the prior year's first quarter. This
increase in net earnings is attributable to the Company's overall improved
operating performance and the reduction in interest expense due to the
redemption of the Debentures. As a result of the call for redemption
mentioned above, $32,835,000 of the Company's Debentures were converted into
1,586,184 shares of the Company's common stock during the prior year's first
quarter.
Liquidity and Capital Resources
At May 28, 1995, the Company's cash and temporary investments amounted
to $48,925,000, as compared to $45,910,000 at February 26, 1995, the end of
the Company's last fiscal year. The increase in the Company's cash and
investment position is attributable to several factors, including cash
generated from operations. The Company's working capital position was
$56,609,000 at May 28, 1995, as compared to $55,035,000 at February 26,
1995. The Company's current ratio, or the ratio of current assets to
current liabilities, was 2.1 to 1 at May 28, 1995, compared to 2.3 to 1 at
February 26, 1995.
On April 5, 1994, the Company announced that it had elected to redeem
its 7 1/4% Convertible Subordinated Debentures on May 31, 1994. In total,
$33,381,000 principal amount of Debentures were converted into 1,612,558
shares of the Company's common stock on or before May 27, 1994. As a
result, virtually all of the Company's long-term debt was eliminated, along
with the debt service costs associated therewith.
During the current fiscal year's first quarter, the Company generated
$10,027,000 of funds from operations and expended $6,489,000 for the
purchase of property, plant and equipment. The Company believes its
financial resources will be sufficient, for the foreseeable future, to
provide for continued investment in property, plant and equipment and for
general corporate purposes. Such resources are also available for
appropriate acquisitions and other expansions of the Company's business.
-8-
<PAGE> 9
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
(a) There are no material pending legal proceedings to which the
Company is a party or to which any of its properties is
subject.
(b) No material pending legal proceeding was terminated during the
fiscal quarter ended May 28, 1995.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
No. 11: Computation of Fully Diluted Earnings Per Common
Share.
(b) There were no reports on Form 8-K filed during the fiscal
quarter ended May 28, 1995.
-9-
<PAGE> 10
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
SIGNATURE
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.
Park Electrochemical Corp.
---------------------------
(Registrant)
Date: August , 1995 /s/Allen Levine
--------------- ---------------------------
Allen Levine
Vice President and
Principal Financial Officer
-10-
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
Quarterly Report on Form 10-Q
for the fiscal quarter ended May 28, 1995
Exhibit No. Name Page
11 Computation of fully diluted 13
earnings per common share
<TABLE>
EXHIBIT NO. 11
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
COMPUTATION OF FULLY DILUTED EARNINGS PER COMMON SHARE
(Unaudited - in thousands, except per share data)
<CAPTION>
13 weeks ended
May 28, 1995
--------------
<S> <C>
NET EARNINGS $ 6,024
ADJUSTMENT OF WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Weighted average number of common shares
outstanding 5,724
Additional shares assuming conversion of
stock options 130
---------
Adjusted weighted average number of common
shares outstanding during the period 5,854
========
Earnings per share fully diluted $ 1.03
========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-03-1996
<PERIOD-END> MAY-28-1995
<CASH> 32,849
<SECURITIES> 16,076
<RECEIVABLES> 37,381
<ALLOWANCES> 0
<INVENTORY> 18,317
<CURRENT-ASSETS> 108,170
<PP&E> 132,472
<DEPRECIATION> 66,379
<TOTAL-ASSETS> 176,392
<CURRENT-LIABILITIES> 51,561
<BONDS> 0
<COMMON> 679
0
0
<OTHER-SE> 117,362
<TOTAL-LIABILITY-AND-EQUITY> 176,392
<SALES> 75,412
<TOTAL-REVENUES> 75,980
<CGS> 57,695
<TOTAL-COSTS> 66,552
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 9,428
<INCOME-TAX> 3,404
<INCOME-CONTINUING> 6,024
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,024
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 1.03
</TABLE>
