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UNITED STATES
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 May 31, 2000
[_] 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 0-26088
PACIFIC AEROSPACE & ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1744587
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
430 Olds Station Road, Third Floor
Wenatchee, Washington 98801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (509) 667-9600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of class)
Common Stock Purchase Warrants
(Title of class)
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 ___
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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State the aggregate market value of the voting stock held by non-affiliates,
based on the closing price for the registrant's Common Stock on the Nasdaq
National Market System, as of August 18, 2000: approximately $47,883,758.
Indicate the number of shares outstanding of each of the registrant's classes of
common equity, as of August 18, 2000: Common Stock, $.001 par value ("Common
Stock"): 34,261,160 shares.
Documents Incorporated by Reference: None, except certain Exhibits referred to
on the list of Exhibits, contained in Item 14 of this report.
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TABLE OF CONTENTS
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Item of Form 10-K Page
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PART I
Item 1 - Description of Business........................................................................................ 1
Item 2 - Description of Property........................................................................................ 23
Item 3 - Legal Proceedings.............................................................................................. 24
Item 4 - Submission of Matters to a Vote of Security Holders............................................................ 24
PART II
Item 5 - Market for Common Equity and Related Shareholder Matters....................................................... 25
Item 6 - Selected Financial Data........................................................................................ 31
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.......................... 32
Item 7A - Quantitative and Qualitative Disclosures About Market Risk..................................................... 41
Item 8 - Financial Statements........................................................................................... 42
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........................... 79
PART III
Item 10 - Directors and Executive Officers of the Company................................................................ 80
Item 11 - Executive Compensation......................................................................................... 83
Item 12 - Security Ownership of Certain Beneficial Owners and Management................................................. 88
Item 13 - Certain Relationships and Related Transactions................................................................. 90
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K................................................ 91
SIGNATURES.................................................................................................................. 97
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Overview
Pacific Aerospace & Electronics, Inc. is an international engineering and
manufacturing company specializing in technically demanding components, designs
and assemblies for global leaders in the aerospace, defense, electronics,
medical, energy, telecommunications, and transportation industries. We design,
manufacture, and assemble our products utilizing specialized manufacturing
techniques, advanced materials science, process engineering, and proprietary
technologies and processes. We are organized into three operational groups:
U.S. Aerospace, U.S. Electronics, and European Aerospace. Each of these groups
is composed of a number of operating divisions.
During the 2000 fiscal year, we acquired Skagit Engineering & Manufacturing,
Inc. ("Skagit") and NOVA-TECH Engineering, Inc. ("Nova-Tech"). We have combined
the operations of Skagit and Nova-Tech, and they now operate as the Engineering
& Fabrication Division of our U.S. Aerospace Group. These acquisitions
significantly expanded our capabilities and opportunities in the areas of
engineering design and metal fabrication. See " - Products, Processes and
Markets - U.S. Aerospace Group - Engineering & Fabrication Division." In
addition, during the 2000 fiscal year, we formed the Applied Technology Division
of our U.S. Electronics Group. This division was formed primarily to take
advantage of opportunities to apply our proprietary and patented technologies in
the fuel cell, telecommunications, and advanced medical products industries.
References in this Form 10-K to the Company include Pacific Aerospace &
Electronics, Inc. and its subsidiaries. Our headquarters are located at 430
Olds Station Road, Third Floor, Wenatchee, Washington 98801, and our telephone
number is (509) 667-9600.
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Corporate History
We have acquired all but one of our divisions in a series of acquisitions since
1990. We accounted for each of the acquisitions as a purchase. The following
chart identifies our three operational groups, the operating divisions that
comprise those groups, the year of each acquisition, and the current locations
of our operations.
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Year
Acquired Current Location
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U.S. ELECTRONICS GROUP
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Interconnect Division 1990 and 1998 Wenatchee, Washington
Filter Division 1995 Wenatchee, Washington
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Bonded Metals Division 1997 Sequim, Washington
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Display Division 1998 Vancouver, Washington
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Applied Technology Division N/A * Wenatchee, Washington
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U.S. AEROSPACE GROUP
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Casting Division 1995 and 1998 Entiat, Washington and
Tacoma, Washington
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Machining Division 1994 and 1995 Wenatchee, Washington
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Engineering & Fabrication Division 1999 and 2000 Sedro-Woolley, Washington
and Edmonds, Washington
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EUROPEAN AEROSPACE GROUP
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Casting Division 1998 Sittingbourne, England
Rochester, England and
Worcester, England
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Forming Division 1998 Welwyn Garden City, England
and Birmingham, England
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* We formed the Applied Technology Division through internal expansion in
fiscal 2000.
Business Strengths
Significant Customer Base
We have a strong, diverse international customer base, which includes many of
the world's leading companies. Our customers over the past year have included
companies such as: Advanced Bionics Corporation, Aeronautical Macchi
Manufacturing Corporation ("Aermacchi"), Agilent Technologies, Inc., BAE SYSTEMS
plc ("BAE Systems", the result of the merger during the year of two customers -
British Aerospace plc and Marconi Electronic Systems), BFGoodrich Company's
Aerostructures Group ("BFGoodrich"), The Boeing Company ("Boeing"), Deere &
Company, European Aeronautic Defence and Space Company N.V. ("EADS", formed upon
the merger of our customers Aerospatiale Matra S.A., Construccciones
Aeronauticas S.A., and DaimlerChrysler Aerospace AG), GKN Westland Aerospace,
Inc. ("GKN Westland"), Honeywell International Inc. ("Honeywell", formed upon
the merger during the year of our customers Honeywell Inc. and AlliedSignal
Inc.), Litton Marine
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Systems, Inc., Lockheed Martin Corporation, Northern Telecom Ltd. ("Northern
Telecom"), Northrop Grumman Corporation ("Northrop Grumman"), Paccar Inc.
("PACCAR"), Parker Hannifan Corporation, Raytheon Company, Rolls-Royce plc
("Rolls-Royce"), Schlumberger Ltd., and TRW Inc. (which acquired our customer
Lucas Aerospace during the year).
Diversity of Product Offerings and Capabilities
We design and manufacture a broad range of precision cast, formed, machined,
finished, and fabricated metal products, as well as a broad range of specialized
electronics components and sub-assemblies. We collaborate with many of our
customers to develop products that meet specific design or customization
requests. We believe that one of our key strengths is our ability to provide
total solutions to our customers. We also believe that our experience and
capabilities in providing specialty processes and working with the changing
needs of our customers will be beneficial in allowing us to respond to changing
market trends in the industries that we already serve and responding to the
needs of customers in new markets.
Strong Position in Major Aerospace and Defense Programs
We supply components and parts to Boeing for each of Boeing's 737, 747, 757, 767
and 777 commercial aircraft construction programs and to members of the Airbus
consortium for Airbus' A300/310, A318-A321 and A330/340 commercial aircraft
construction programs. In addition, we participate in major defense and military
aircraft programs in the U.S. and Europe.
Strong Technology Position
We utilize specialized manufacturing techniques, advanced materials science,
integrated design, process engineering, and proprietary technologies or
processes in the design and manufacture of our products. Our U.S. Electronics
Group alone owns 29 U.S. patents and uses a combination of patented technology,
trade secrets and other proprietary technology in the manufacture of state-of-
the-art electronic components and packages. Our U.S. Aerospace Group has a
broad base of expertise in precision machining and the manufacture of cast
aluminum products using lost foam, sand and permanent mold casting technologies.
The group's Engineering & Fabrication Division employs a sophisticated group of
professional engineers, who specialize in turn-key design and build, machine
designs, engineering research and development, and total system engineering.
Our European Aerospace Group has specialized expertise in casting aluminum and
magnesium products using sand and investment casting techniques and its licensed
"Sophia Process" casting technology. The group also has expertise in
superplastic forming of titanium sheet and stretch forming of aluminum sheet.
We are continually working to develop new proprietary technologies, and, in
addition to the numerous patents that we own or have pending, we maintain an
ongoing program of evaluating and protecting our proprietary rights and
processes.
Strategies
Our objective is to be a world class manufacturer that generates profitable
growth by integrating manufacturing processes, introducing new products, and
developing new customers in targeted markets. We believe that pursuing the
following business strategies will enable us to increase market penetration,
create operating efficiencies, and enhance our competitive position.
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Integrate and Consolidate Operations
During the 2000 fiscal year, we made substantial progress in integrating and
consolidating our operations. By doing so, we plan to be able to reduce costs
and increase operating efficiencies, while providing more complete and faster
solutions to our customers. In the past year, we completed the centralization of
our information technology infrastructure, adopted and installed new software
systems where appropriate, and made changes calculated to improve communications
and information flow within and between our operating groups. We simplified our
organizational structure, established direct lines of accountability, and
enhanced and standardized our business processes. We also standardized a number
of manufacturing processes, implemented cellular manufacturing processes and
lean manufacturing initiatives, and we are in the process of preparing for and
obtaining ISO 9001 or ISO 9002 certification for most of our operations.
Enhance Sales and Marketing Functions
During the 2000 fiscal year, we also solidified our sales force and expanded and
redirected our sales representative networks. We have the opportunity to
leverage customer relationships to supply more complete systems by providing
products that combine the technologies and manufacturing abilities of our
different groups. Consequently, we have focused on cross-selling efforts
between our operating groups. We have also focused on improving our ability to
successfully manage joint sales efforts between our U.S.- and European-based
groups.
Offer Complete Solutions
We are vertically integrating our manufacturing processes, with the goal of
improving operating efficiencies and increasing profit margins. A key component
of this strategy is to use our expertise in advanced materials science and in
the manufacture and assembly of precision products to identify new products,
services, technologies and markets and to provide customers with total
solutions, from design to assembly. Commercial aircraft manufacturers, defense
contractors, and leading manufacturers in other industries are continuing to
move toward purchasing from a smaller number of suppliers that can supply more
complete systems and pre-assembled parts. We are positioning the Company to be
one of those suppliers. By producing products that integrate our expertise in
casting, forming, machining and fabrication with our expertise in the
manufacture of higher-margin connectors, seals, capacitors, filters, and
electronic packages, we expect to improve profit margins and position the
Company to capture a larger share of our customers' total product requirements.
Diversify Customer Base
We believe that two keys to our long-term success will be diversification of our
customer base and expansion of our proprietary technologies into new markets.
We have always believed that our proprietary technologies give us advantages
that many of our competitors do not have. Over the past year, we have become
even more engineering driven. We do not just make parts based on a drawing - we
are able to provide design and modeling services to our customers, as well. To
further these efforts, we formed our Applied Technology Division in fiscal 2000.
At the same time that our older divisions, such as the Machining Division, are
expanding outside their historical roles into new industries, the Applied
Technology Division is making opportunities to supply components to the fuel
cell, telecommunications, and advanced medical products industries. As a result
of these efforts, we plan not only to reduce our reliance on the cyclical
aerospace industry, but also to become an important part of emerging industries.
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Internal Growth
We have grown historically primarily through acquisition. We believe that there
are and will continue to be opportunities to grow and enhance profitability
through acquisition. However, we currently plan to focus our growth efforts
internally through integration of manufacturing processes, development and
refinement of our proprietary technologies and new products, expansion of sales
penetration with existing customers, enhancement of engineering and value-added
processes, and development of new customers in targeted markets.
Industry Overview
Aerospace
Since 1998, previously favorable trends in the commercial aerospace industry
have been tempered by the Asian financial crisis, efforts by airlines and
airplane manufacturers to reduce costs, and other events, but industry analysts
and aircraft manufacturers still expect overall growth in air traffic patterns
and the demand for new aircraft.
Demand for aerospace components is closely related to delivery and use rates for
commercial aircraft. Delivery and use rates are in turn directly related to the
actual and projected volume of passenger and freight traffic, average aircraft
age, and global fleet size. According to the Boeing 1998 Current Market Outlook,
world air traffic grew 6% from 1996 to 1997, following a 7% increase in the
previous year. However, the Boeing 1999 Current Market Outlook reported that
air travel in 1998 varied from the trend, particularly because of decreases in
Asian air traffic. In 1999, Boeing revised its estimate for the growth rate of
world air travel over the next ten years to a rate of approximately 4.7% per
year. In 2000, Boeing estimated growth rate of world air travel over the next
20 years will be approximately 4.8% per year. Airbus forecasts a similar growth
rate, of 5% per year. Boeing has also projected that the world jet fleet will
grow from an operating fleet of 12,600 commercial aircraft at the end of 1998 to
approximately 19,100 aircraft (net of retirements) at the end of 2008 and that
the total market potential for new commercial aircraft between 2000 and 2019 is
22,315 commercial aircraft, for a total world fleet in 2019 of 31,755 commercial
aircraft.
In 1999, Boeing delivered 620 new commercial aircraft, compared to 559 new
commercial aircraft in 1998 and 320 in 1997. In 1999, Airbus delivered 294 new
commercial aircraft, compared to 229 in 1998 and 182 in 1997. Boeing has
announced that it delivered 275 commercial aircraft through July 31, 2000, as
compared to 313 delivered in the first half of 1999. As of July 31, 2000,
Boeing had received orders in 2000 for 342 commercial aircraft. Total Boeing
orders in 1999 and 1998 were 389 and 648, respectively. As of July 31, 2000,
Airbus had announced orders in 2000 for 465 commercial aircraft. Total Airbus
orders in 1999 and 1998 were 476 and 556, respectively.
Consolidation of Supply Base
As in other transportation segments, aircraft manufacturers and defense
contractors have been aggressively searching for ways to improve the quality and
reduce the cost of their manufactured products. One major area of focus has been
the manner in which they work with their supply base. Similar to automotive
manufacturers, aircraft manufacturers and defense contractors have increasingly
become product designers and assemblers rather than vertically integrated
manufacturers. As a result, these manufacturers are outsourcing component
manufacturing to independent suppliers, seeking to benefit from an independent
supplier's lower cost structure and specialized manufacturing knowledge.
Suppliers that demonstrate an ability to effectively deliver a high quality
product on the required
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delivery schedule at a reasonable cost will benefit from this shift. In
addition, commercial aircraft manufacturers are tending, and defense contractors
are being strongly encouraged by the U.S. Department of Defense, to purchase
from suppliers that can supply more complete systems and pre-assembled parts.
These shifts are leading to a consolidation in the supply base. Certain segments
of the aerospace supply base are already consolidated, such as engines, avionics
and landing gears. Other segments, however, including structural components and
electronics, remain fragmented. The Company believes that this trend toward
consolidation presents an opportunity for suppliers with the financial and
management resources to complete acquisitions and expand their operations.
Electronics
The electronics industry is enjoying growth in the Company's specific sectors,
and researchers expect that growth to continue through at least 2004. According
to Fleck Research, a division of Global Connector Research Group, Inc., the top
ten manufacturers of connectors, cable assemblies, backplane and interconnect
devices combined produced over $11 billion worth of product in 1997, and growth
is forecasted at a rate of 4.3% through year 2002. Fleck Research has
forecasted that worldwide shipments of those products will grow by 7.1% in 2000.
The Company believes that the portion of this market pertaining to hermetic
connectors can be estimated at 1%, or $112 million total available market.
Additionally, the Company estimates the size of the hermetic electronics
packaging market to be approximately $250 million.
Growth in the high reliability electronics industry has been fueled by several
factors, including the rapid pace of technological advancement and development
of new satellite and telecommunications products. The growth in demand by these
sophisticated customers has induced manufacturers to create more complex designs
of lighter, more efficient configurations and higher levels of performance.
Additionally, international demand for advanced electronics components is
growing rapidly as these new developments enter the arena of available
solutions.
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Products, Processes and Markets
Our products, manufacturing processes and markets in fiscal 2000, and the
industry segments in which we operate, are summarized below. For financial
information about operational segments and geographic areas, see "Notes to
Consolidated Financial Statements - Note 5" in the Company's financial
statements for May 31, 2000.
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Manufacturing
Segment Group Division Processes Sample Products
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U.S. Interconnect Design and manufacture Electronic connectors, packages
Electronics and assemblies with ceramic
and glass hermetic seals
E -----------------------------------------------------------------------------
L Filter Design and manufacture Ceramic discoidal
E electromagnetic filters and
C capacitors
T -----------------------------------------------------------------------------
R
O Bonded Metals Explosive bonding and Metallurgically welded metals
N forming of dissimilar for use in electronic
I metals connectors and assemblies
C -----------------------------------------------------------------------------
S
Display Design and manufacture Relays and solenoids;
ruggedized flat panel displays
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Applied Design and manufacture Medical product components;
Technology fuel cell components
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U.S. Casting Sand; lost foam; and Aircraft and truck parts
Aerospace permanent mold casting
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A Machining Precision machining of Aircraft parts
E bonded and cast metals
R ----------------------------------------------------------------------------
O Engineering Metal fabrication; Tooling and structures for
S & Fabrication design aircraft manufacture;
P aviation tool design; factory
A integration
C ---------------------------------------------------------------------------------------
E European Forming Hot and superplastic Jet engine bulkhead
Aerospace titanium forming; cold components; airframe and
stretch aluminum forming engine details; aircraft skin
panels; leading edges
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Casting Sand casting; Aircraft parts; aircraft
investment casting; engine parts; high
Sophia casting; performance motorsport engine
machining and gearbox parts
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U.S. Electronics Group
Our U.S. Electronics Group develops, manufactures and markets a wide array of
complex hermetically-sealed electronic connectors and assemblies, ceramic
capacitors and filters, relays and solenoids, and flat panel display units.
These products are used for specialized applications in the aerospace, defense,
telecommunications, energy, medical, and electronics industries. Many of these
products involve sealing and encapsulation of electronic components and are
specifically engineered on a customized basis to withstand degradation or
destruction in harsh environments, such as the ocean, space and the human body.
These environments experience extremes in temperature, pressure, corrosiveness
and impact that can make product repair or replacement difficult or impossible.
To meet the demands of these challenging applications, we have developed or
acquired numerous patents and many proprietary processes.
Interconnect Division
In Wenatchee, Washington, our U.S. Electronics Group's Interconnect Division
designs and manufactures hermetically sealed electronic connectors,
feedthroughs, assemblies and instrument packages. Electronics must be
hermetically sealed when used in locations where the external environment can
penetrate the unit. One of the division's product lines uses a cost-effective,
traditional glass-to-metal seal, which provides an effective seal in less
demanding environments. This technology is used for products such as waveguide
windows and certain types of electronic feedthroughs. The division's second
line of hermetically sealed products uses a more expensive, proprietary ceramic
sealant, called Kryoflex(R). The Kryoflex sealant is used in products that must
withstand extremely invasive environments, such as satellite and weapons
systems, implantable medical devices, down-hole oil drilling tools, and the
fiber optic connectors used on the International Space Station. Kryoflex has
several formula variations, which make it compatible with many different metal
alloys. We manufacture both the glass seal and the ceramic seal products to
customer specifications using the division's engineering and design expertise,
metallurgical and ceramic analysis capabilities, ceramics formulation, laser
welding, and production processes. We form the connectors' packages and
assemblies on the division's machining centers, CNC lathes, Swiss screw
machines, vacuum brazing furnaces, and CNC-controlled laser welding machines.
The division also has the capacity to electroplate and chemically film its
products. The division also manufactures hermetically bonded products using our
proprietary ceramic adhesive. This ceramic adhesive bonds metals that will not
normally bond, such as copper and stainless steel. When combined with our
explosive bonding technology, the resulting component is nearly as light as
aluminum, making it the preferred product where weight minimization is
important, such as in space applications. We also hold patents in metal matrix
composite technology and other advanced technologies. The Interconnect Division
has been audited and recommended for registration to the ISO 9001 standard and
to the AS 9000 standard, which is the internationally recognized aerospace
standard.
Filter Division
Our U.S. Electronics Group's Filter Division designs and manufactures very
small, specialized multilayer discoidal (round) ceramic capacitors and filters.
These products are advanced electronic circuit filtering devices designed to
filter out electromagnetic interference ("EMI") and other undesirable electrical
signals that pose significant problems for the manufacturers and users of high-
performance, high-reliability electronic systems operating in harsh
environments. The division's products include mini screw-in filters for
telecommunications, aerospace and defense applications, ring laser gyros,
commercial eyelets for IFF (identification friend or foe) systems and satellite
amplifiers, high reliability bolt configurations for the space shuttle's main
engine controllers, filter pins, custom
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filter assemblies, and broad band filters for military display systems. The
division produces the smallest available multi-layered discoidal capacitor in
the industry. The division is an approved supplier of EMI devices to most
aerospace and defense contractors, and our U.S. Electronics Group uses these
filters in its own hermetically sealed electronic products. The division has a
self-contained facility in Wenatchee, Washington with assembly and product
testing capabilities. The division has received a number of military and
industry qualification ratings. The Filter Division has been audited and
recommended for registration to the ISO 9001 and AS 9000 standards.
Bonded Metals Division
In Sequim, Washington, our U.S. Electronics Group's Bonded Metals Division bonds
similar and dissimilar metals, using an explosive metallurgical welding
technology. Using this technology, an explosive charge permanently fuses metals
on the molecular level. Many of these metals would otherwise be incompatible,
such as aluminum and stainless steel. The result is a strong but lightweight
metal that can be machined and welded into complex assemblies. The division
finishes the metals to the customer's specifications using milling, welding,
lathe and rolling techniques, and tests the finished products in its
metallurgical lab using non-destructive testing such as dye penetration and
ultrasonic scanning. The division also uses its explosive technology to shock-
harden metals for use in applications where extremely high tensile strength is
required, such as rail track intersections and switch components, and to
pressure form complex metal parts. The division's explosively bonded metals are
used by our U.S. Electronics Group and other customers in the aerospace,
defense, energy, medical, and marine industries. Explosively bonded metals are
used to fabricate products for highly specialized applications such as
satellites, aircraft and missiles, where weight minimization is a critical
factor. The metals are also used for products such as oil drill heads, aircraft
engine heat exchange tubes, flanges, and feedthroughs for nuclear particle
accelerators, where strength at high temperature and heat dissipation are
critical, and for products such as naval interfaces and structures, where
galvanic corrosion resistance is a requirement.
Display Division
Relays and Solenoids. In Vancouver, Washington, our U.S. Electronics Group's
Display Division designs, manufactures and markets electromechanical devices,
such as relays, solenoids, sensors, electronic assemblies, actuators, and time
delays used in a wide variety of satellite, aircraft and military hardware
applications. These high reliability but low power switches use only one to ten
amperes, making them suitable for applications such as satellite power bus
controllers and aircraft fuel control valves. They have also been used in many
space vehicles launched by the United States and European countries. The
division has specialized equipment for CNC milling, turning and welding that is
used for producing these products.
Flat Panel Displays. The Display Division's primary focus is the design and
manufacture of ruggedized, optically enhanced liquid crystal displays and
optical filters, which allow users to view images at a much higher resolution
than standard commercial units. The division's flat panel display product is an
extended temperature commercial liquid crystal display sandwiched between
specialized layers of glass and optical filters in the front, heating and
cooling units, and a computerized optical enhancer, in the back. The entire
unit is mounted in a heavy-duty housing. Our flat panel displays are used for
high ambient light commercial applications that range from GPS displays and
light control filters on private and commercial aircraft to ground vehicle
displays and automatic teller machine displays. During fiscal 2000, the
division entered into a strategic partnership with NEC Electronics, Inc., a
world leader in display technology. The Display Division is ISO 9001 compliant.
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Applied Technology Division
We formed the Applied Technology Division of our U.S. Electronics Group
toward the end of fiscal 2000. The purpose of the division is to apply our
proprietary and patented technologies to provide technical solutions to
difficulties faced by high-tech manufacturers that are challenged by extreme
environmental conditions, primarily in the fuel cell, telecommunications, and
implantable medical products industries. The division is focusing on providing
solutions in the areas of ceramic diffusion bonding, exotic metals composites,
interconnect stability, and thermal stress distribution with biocompatible
materials. In the fuel cell area, the division has applied our zirconium-metal
fusion technology to the manufacture of a fuel cell generator SOFC (solid-oxide
fuel cell) for use in space exploration. Additional research is being performed
on planar fuel cell stacks. The division has also used the zirconium-metal
fusion technology to assist a manufacturer of neurostimulator devices in
overcoming technological barriers. During the year, we also produced a titanium-
copper-molybdenum composite electronic enclosure and applied for a patent on
this technology, which we believe will allow us to produce even lighter, more
durable electronics packages with improved thermal conductivity. The Applied
Technology Division is in its infancy, but our goal is to expand this division
by leveraging and finding new applications for our existing and new materials
science technologies.
U.S. Aerospace Group
Casting Division
At our facility in Entiat, Washington, our U.S. Aerospace Group's Casting
Division designs and manufactures precision cast aluminum parts using permanent
mold, sand, and lost foam casting technologies. At our facility in Tacoma,
Washington, the division designs and manufactures aluminum, bronze, iron, and
steel parts using sand casting technology. We sell the division's cast parts
principally to the transportation and aerospace industries. During fiscal 2000,
the division began to assist customers in converting components that have
traditionally been machined and assembled into lighter weight cast components.
The Casting Division has been audited and recommended for registration to the
ISO 9002 and AS 9000 standards.
Permanent Mold Casting. The permanent mold process is well-suited for high
strength, long production life parts that do not require frequent changes in
design and can be made in high volume. The division uses this process primarily
to produce components used in diesel engines and other structural parts for the
transportation industry. The permanent mold process uses a cast iron mold to
shape the part to be cast. Molten aluminum is ladled into the heated mold and,
once cooled, the casting is removed from the mold. As the mold is not destroyed
in the production process, it can be reused.
Sand Casting. The sand casting process is more appropriate for lower volume
parts. It is also appropriate for parts produced in iron and steel, which have
high melting temperatures, prohibiting the use of many other casting processes.
The division uses this process to produce parts for the aerospace industry, such
as housings. This process uses a wood, plastic, or aluminum pattern of the part
to be cast. An automatic molding machine hydraulically squeezes molding sand to
accurately reproduce the pattern. After the molten aluminum is poured into the
mold, the sand is removed, leaving the casting. The sand mold is destroyed in
the process, but the sand may be recycled for future moldings. The division also
employs an SO\\2\\ core making process, which produces sand cores and molds
without the use of heat, providing for more dimensional accuracy and increased
productivity.
Lost Foam Casting. The lost foam process is well-suited for producing parts
with complex patterns, because it reduces the amount of machining that would be
required if the parts had been made with sand
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or permanent mold castings. We use this process to produce support brackets and
housings primarily for the transportation industry. In the lost foam process,
the pattern is created from expanded polystyrene beads. The foam pattern is then
suspended in a large metal flask and surrounded with dry sand. Molten aluminum
is poured directly on the pattern, which vaporizes as the aluminum replaces
every detail of the pattern. The lost foam process allows for complex details of
a part to be cast with little or no touch-up, and the tooling used to create the
polystyrene patterns has an unlimited life because the tooling only comes in
contact with the polystyrene beads.
Machining Division
Our U.S. Aerospace Group's Machining Division operates a precision machine shop
in Wenatchee, Washington that produces precision machined components, structural
parts and assemblies principally from aluminum, titanium, stainless steel and
explosively bonded metals. The division uses computerized numerical control
("CNC") machining cells to manufacture particularly complex components and
assembly housings and also provides value-added services, such as painting and
electroplating. The division builds its machined products either to customer
specifications or according to an engineering and tooling design developed by
the division to suit a customer's particular need. The division is directly
linked by computer to Boeing to allow immediate access to the drawings for
Boeing parts. The division inspects and tests its machined products at various
stages of production using non-destructive methods such as X-ray, ultra-sound,
manual and computerized measuring instruments, eddy current, and dyes before the
products are passed for shipment to the customer. During fiscal 2000, we also
added equipment and personnel to this division to give it the capacity to
provide sheet metal products. In response to changes in its customers'
manufacturing processes, the division often supplies its precision machined
parts on a "just in time to point of use" basis.
The Machining Division has historically supplied nearly all of its products to
the commercial aerospace and defense industries. However, the division's sales
and profitability have been affected by slowdowns at Boeing since approximately
fall 1998. As a result, we increased our efforts to reduce the division's
dependence on aerospace work. During fiscal 2000, we received significant
orders from companies such as Northern Telecom (telecommunications) and Applied
Materials, Inc. (semiconductors), for components intended for high-tech, non-
aerospace uses that require the precise work of our Machining Division. We are
continuing to look for ways to offer our capabilities to leaders in these new
markets.
The division's operations are DI-9000A Boeing approved and have been audited and
recommended for registration to the ISO 9002 and AS 9000 standards. The
division has won numerous quality and service awards from customers.
Our U.S. Aerospace Group also has machining capabilities at its Entiat and
Tacoma, Washington facilities to support its Casting Division.
Engineering & Fabrication Division
Our U.S. Aerospace Group's Engineering & Fabrication Division resulted from the
combination of two companies that we acquired in fiscal 2000. In the beginning
of the fiscal year, we acquired Skagit Engineering & Manufacturing, Inc., in
Sedro-Woolley, Washington. This segment of the business fabricates component
parts, completed assemblies and tooling, and fully manufactured industrial
products, such as heavy duty mobile transporters for use by aircraft
manufacturers in moving large sections during the manufacturing process and
complete aircraft automated control assembly line tools. Later in the fiscal
year, we acquired NOVA-TECH Engineering, Inc., in Edmonds, Washington. This
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segment of the business provides comprehensive aerospace design and related
engineering services, primarily for the commercial and defense aerospace
industries. Our engineering services include aircraft tool design, manufacturing
systems, machine design, stress analysis engineering, systems engineering, and
technical supervision. This division has 20 CATIA seats, linking it to Boeing's
computer system, for access to and delivery of design work. The division
recently acquired licenses to the Delmia/Deneb digital manufacturing software
platform to assist with design, simulation, control and monitoring of production
manufacturing systems. The division also provides tools and machines for non-
aerospace industries.
European Aerospace Group
Forming Division
At our Welwyn Garden City and Birmingham facilities in England, our European
Aerospace Group's Forming Division uses hot and cold metal forming technologies
to manufacture titanium and aluminum assemblies and details for the commercial
aerospace and defense industries. The division also performs finishing, welding,
brazing and riveting processes on these parts. Testing of products is done using
non-destructive techniques and in-house X-ray facilities. Interactive
discussions with customers enable the division to closely match component design
to the most suitable forming process. The division is approved to the ISO 9002
standard.
Hot and Superplastic Forming of Titanium. Our Welwyn Garden City facility
specializes in hot and superplastic forming of titanium, and we believe it has
the largest independent capability in the European Union for that process.
Unlike most sheet metal materials, titanium and its alloys are extremely
difficult to form in a cold condition. To overcome this, we have developed a
variety of hot forming processes, including hot die forming, hot brake press
forming, superplastic forming, gas blow forming, and hot circular stretch-
forming. These processes maximize weight savings, maintain structural
integrity, minimize cost, and enable the designer to manipulate the developing
alloys into complex shapes. The forming equipment consists of a range of 16 hot
forming and superplastic forming presses with tonnage from 150 to 1500 tons.
Most forming tools are machined from oxidation resistant nickel chrome steel
castings weighing up to four tons. The division designs the necessary tooling
using its in-house pattern facility. The division also has the capability to
chemically mill three-dimensional components in titanium. We market the
division's hot-formed titanium products primarily to the commercial aircraft,
helicopter and military aircraft markets. The division's titanium products
include jet engine Nacelle bulkhead components, airframe and engine details, and
erosion shields for helicopters. The division's titanium products are included
on the Airbus model A318-321 and A330/340 aircraft, the Boeing model 737
aircraft, the Dash 8-400 aircraft, the Embraer 135 and 145 aircraft, and the
Dornier 728 aircraft.
Cold Forming of Aluminum Alloys. At our Birmingham facility, our European
Aerospace Group's Forming Division specializes in the stretch and cold forming
of aluminum alloys used for aircraft skin panels, leading edges and acoustic
panel liners. Stretch forming is a process well suited to producing aircraft
skin panels and leading edges. Specialized equipment in the Birmingham facility
has the capability to form sheets up to 8 feet wide and up to 13 feet long, with
stretching loads of up to 700 tons being applied. Most tools are machined from
oxidation-resistant stainless steel castings, and forming dies up to four tons
can be handled. Together with specialist gripper jaws and rotational platen,
this enables the division to stretch-form aluminum alloys into a wide variety of
shapes and sizes. The division's capabilities extend from design to completion,
including tooling design and manufacture, forming, chemical milling, trimming,
assembly, and quality control. We market the division's formed aluminum alloy
products primarily to the aerospace market.
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Casting Division
In Rochester, Worcester and Sittingbourne, England, our European Aerospace
Group's Casting Division manufactures aluminum investment castings and aluminum
and magnesium precision sand castings. The division is a European leader in the
production of light alloy sand and investment castings for the commercial
aerospace and defense sectors. The division is approved to the ISO 9002
standard.
Precision Investment Casting. At our Worcester, England facility, our European
Aerospace Group's Casting Division manufactures aluminum investment casting
products, including aircraft and defense system components such as electronic
enclosures, aircraft engine outer guide vanes, navigation lights, wing tip
fences, winglet components, duct stators, and heads up display units. At our
Rochester, England facility, the division manufactures aircraft components such
as pressure tight fuel connectors. The versatility, accuracy and replicability
of the investment casting process provides many advantages over more traditional
methods of machining and fabricating metal products from solid components. The
investment casting process uses a metal die manufactured to required
specifications. The division's precision tooling capabilities permit production
of metal dies that incorporate a variety of details and features. A die can be
reused to produce the required number of parts without degradation to the
original die. The division's production of the die gives the customer an
incentive to order additional units of the part from the Company.
Sophia Process Investment Casting. The continual pursuit of product improvement
and cost reduction campaigns has led to the installation and efficient
utilization of the licensed Sophia casting process at our Worcester facility.
Our European Aerospace Group's Casting Division is one of only four licensees of
the computerized "Sophia Process," which the division uses to manufacture
significantly larger, more complex castings than can be made as a single part
using more traditional investment casting processes. Using this technology, the
division can produce components up to 1.3 cubic meters in one piece. This
process capability, coupled with the development of new and patented alloys,
creates a significant opportunity to provide customers with an additional and
economic choice when selecting between a machined, fabricated, composite, or
cast structure. Parts made with the Sophia Process have relatively thin wall
thickness but have strength and ductility values comparable to fabricated,
forged and machined solid components. The Sophia Process stringently controls
the heat level and process parameters to make lighter but stronger components
that resist fracture and fatigue. The process reduces machining, fabrication and
assembly costs by eliminating both doublers at material interfaces and the
weakness and stress associated with riveted assemblies. The division uses high
strength alloys with good castability to ensure that the integrity and enhanced
properties from one casting are identical to the next, and to achieve the
desired combination of tensile strength, ductility and elongation. Parts made
with the Sophia Process are used for the commercial aerospace, defense and
transportation industries. Such applications include civil aircraft, military
aircraft, missiles and underwater weapons applications and applications for the
motorsport industry. Our European Aerospace Group uses the Sophia Process to
produce components for the Airbus A320, A330 and A340 aircraft, such as
navigation light housings and wing tip fences, as a single part, and to produce
slat can wing components for Boeing's 737 aircraft.
Sand Casting. At our Sittingbourne, England facility, our European Aerospace
Group's Casting Division manufactures aluminum and magnesium alloy precision
sand castings, including machined and finished parts for the commercial
aerospace, defense and motorsport industries. Sand casting is suitable for
products that are larger than typical investment casting parts. It is also
suitable for products that require heavy wall sections. These products include
aircraft engine heat exchangers and air intakes, aircraft engine fuel pump
housings, aircraft windscreen canopies, and high performance motorsport
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engine components and gearboxes. For such customer requirements, sand casting
provides an effective method of producing components with strength and
uniformity. The division has made significant advances in both the process and
materials technology for magnesium and aluminum sand castings. The division
engineers patterns utilizing computer assisted design technologies to achieve
repeatable high casting integrity and enhanced mechanical properties. The
division has complete non-destructive testing and inspection facilities, such as
dye penetrant flaw detection and X-ray testing of components, as required by the
rigorous standards of the aerospace industry.
Machining. Our European Aerospace Group also has a sophisticated machining
center that supports the group's casting and forming operations. The group's
machining facility has the technical capabilities to provide a full range of
machining services for complete production and finishing of components,
including design, pattern production, casting and final machining of a
component. The machining facility also performs specialized machining of small
detail components in steel and titanium.
Sales and Marketing; Distribution
We market our products using a combination of direct sales and outside sales
representatives. In addition, we maintain internal customer service staff and
engineering capabilities to provide technical support to customers. In the 2000
fiscal year, we have consolidated our marketing efforts within our operating
groups and expanded both our direct sales forces and our sales representative
networks. In some cases, we have changed sales representatives in order to take
advantage of synergies and conduct sales efforts more efficiently. For example,
we have recently retained one sales representative organization to represent
both our European Aerospace Group and our U.S. Aerospace Group with Boeing. Our
U.S. Electronics Group markets its products in the United States, Europe and
Asia through a network of manufacturer representatives and resellers, generally
established on a geographic basis. Our U.S. Aerospace Group uses both an inside
sales force and sales representatives focused on particular regions or
customers. This group's marketing efforts have previously focused on the Western
United States. Over the past year, particularly with the addition of the
Engineering & Fabrication Division and the implementation of a program to
coordinate U.S. and European efforts, the group has expanded its marketing
efforts beyond its traditional markets, into other regions of the United States
and internationally. Our European Aerospace Group utilizes its own employee
sales force for sales of its products to customers in the United Kingdom. This
internal sales force is organized into two groups, one group responsible for
sales of precision castings and one group responsible for metal formed products.
The European Aerospace Group also uses independent agents to market its products
to customers in countries other than the United Kingdom, including the United
States. We believe that we have the opportunity to leverage customer
relationships to supply more complete systems by providing products that combine
the technologies and manufacturing abilities of our different groups.
Consequently, we are emphasizing cross-selling efforts between our operating
groups.
Customers
Our top ten customers in terms of revenues during fiscal 2000 were Boeing,
Rolls-Royce, PACCAR, Aermacchi, BAE Systems, GKN Westland, Northrop Grumman,
Northern Telecom, Honeywell, and BFGoodrich. Only the top 4 customers
individually accounted for 5% or more of our revenues, with Boeing at
approximately 10%, Rolls-Royce at approximately 7%, PACCAR at approximately 6%,
and Aermacchi at approximately 5%. Together, our top ten customers accounted for
approximately 46% of our sales during fiscal 2000, and no other customer
accounted for more than 2% of our revenues. Because of the relatively small
number of customers for most of our products, our largest customers can
influence product pricing and other terms of trade. If we were to lose any of
our largest customers, or if they reduced or canceled orders, our business and
financial performance could be harmed.
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Our U.S. Aerospace and European Aerospace Groups currently serve substantially
different customer bases in similar markets. For example, the U.S. Aerospace
Group supplies components and parts to Boeing for each of Boeing's 737, 747,
757, 767 and 777 commercial aircraft construction programs. The European
Aerospace Group supplies components and parts for each of Airbus' A300/310, A320
family, and A330/340 commercial aircraft construction programs. The Company's
sales are currently divided approximately equally between the United States and
Europe. One of our goals is to take advantage of our position in both the United
States and European markets to provide access for our U.S. groups to customers
in Europe, and access for our European group to customers in the U.S.
Consequently, we are emphasizing cross-marketing efforts between our European
and U.S. groups. One of the outcomes of these efforts has been the success of
our European Aerospace Group in obtaining new work in the U.K. from Boeing.
Backlog
We sell the majority of our products through individual purchase orders. Many of
our customers would have the right to terminate orders by paying the cost of
work in process plus a related profit factor. Historically, we have not
experienced a large number of significant order cancellations. However, from
time to time customers cancel orders as a result of a program being cancelled or
for other reasons. As of May 31, 2000, we had purchase orders and contractual
arrangements evidencing anticipated future deliveries, which we treat as
backlog, through fiscal year 2002 of approximately $80 million. We expect to
deliver approximately $70 million of this backlog in fiscal year 2001. As of May
31, 1999, we had backlog through fiscal year 2001 of approximately $100 million.
We may not be able to complete all of that backlog and book it as sales if we
experience cancellations of pending contracts or terminations or reductions of
contracts in progress.
Competition
We have substantial competition in many of the markets that we serve. In the
electronics markets, our competitors include Amphenol Corporation, Hermetic Seal
Corporation, AVX Corporation, Spectrum Control, Inc., and Electronics Design and
Communications Instruments. In the hot forming market, our primary competitors
include Die Barnes Group Inc. and the Carsons division of GKN Westland (North
America), the second of which we understand will be closing. In the cold
forming market, we compete with companies such as AHF and Pendle. In the U.S.
sand casting market, we compete with a number of West Coast and Midwest
foundries, including ConMetco in Oregon and North Carolina, Production Pattern
in California, Progress Foundry in Minnesota, and Wellman Dynamics in Iowa. We
also compete with off-shore foundries, which tend to have lower costs. Our
competitors in the European sand casting market include SFU, Stones, Haleys,
Hitchcock, and Teledyne. In the investment casting market, our competitors
include the Cercast Group, Tital and Tritech. In the precision machining
market, we compete with a number of regional machine shops. Many of these
competitors have greater financial resources, broader experience, better name
recognition and more substantial marketing operations than we have, and they
represent substantial long-term competition for us.
Components and products similar to those we make can be made by competitors
using a number of different manufacturing processes. We believe that our
manufacturing processes, proprietary technologies, and experience provide
significant advantages to our customers. These advantages include high quality,
more complete solutions, competitive prices, and physical properties that meet
stringent demands. However, competitors can use alternative forms of
manufacturing to produce many of the components and products that we make. In
addition, we expect our competitors to continue
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making new developments, and they could develop products that customers view as
more effective or more economical than our products. In addition, our
competitors may introduce automation processes and robotics systems that could
lower their costs of production substantially. If we are not able to compete
successfully against current and future competitors, and respond appropriately
to changes in industry standards, our business could be seriously harmed.
Raw Materials
Our European Aerospace Group obtains approximately 70% of its titanium from one
supplier and is subject to a lead time of approximately 65 weeks in ordering and
obtaining titanium. While the European Aerospace Group generally has managed the
ordering process to obtain titanium when needed, a labor strike at the supplier
negatively affected the group's ability to obtain timely deliveries of titanium
during fiscal 1999 and into the 2000 fiscal year. Although the shortage of
titanium did not have a material adverse effect on our European Aerospace
Group's business or on our overall financial condition, we lost some business
due to customers' dual sourcing contracts, and some customer orders that were
expected to be delivered in fiscal 1999 were delayed into fiscal 2000 and 2001.
The effect of the strike emphasizes the fact that a failure to obtain titanium
or other raw materials when we need them, or significant cost increases imposed
by suppliers of raw materials such as titanium or aluminum, could damage our
business and financial performance. We generally have readily available sources
of all raw materials and supplies that we need to manufacture our products and,
where possible, we maintain alternate sources of supply. However, we do not have
fixed price contracts or arrangements for all of the raw materials and other
supplies that we purchase. We have experienced in the past shortages of, or
price increases for, certain raw materials and supplies, and shortages or price
increases could occur again in the future. Future shortages or price
fluctuations could have a material adverse effect on our ability to manufacture
and sell our products in a timely and cost-effective manner.
Proprietary Rights
Significant aspects of our business depend on proprietary processes, know-how
and other technology that are not subject to patent protection. We rely on a
combination of trade secret, copyright and trademark laws, confidentiality
procedures, and other intellectual property protection to protect our
proprietary technology. However, our competitors may still develop or utilize
technology that is the same as or similar to our technology.
We have 33 U.S. patents, 8 U.S. patent applications pending (including 2 allowed
applications), 3 PCT International patent applications pending, 5 patent
applications pending in non-U.S. jurisdictions, and 1 European patent
enforceable in the U.K. We can provide no assurance that any of the patent
applications will result in issued patents, that existing patents or any future
patents will give us any competitive advantages for our products or technology,
or that, if challenged, these patents will be held valid and enforceable. Most
of our issued patents expire at various times over the next 15 years, with 16
patents expiring over the next four years. Although we believe that the
manufacturing processes of much of our patented technology are sufficiently
complex that competing products made with the same technology are unlikely, our
competitors may be able to design competing products using the same or similar
technology after these patents have expired.
Despite the precautions that we have taken, unauthorized parties may attempt to
copy aspects of our products or obtain and use information that we regard as
proprietary. Existing intellectual property laws give only limited protection
with respect to such actions, and policing violations of such laws is difficult.
The laws of certain countries in which our products are or may be distributed do
not protect products and intellectual property rights to the same extent as do
the laws of the United States. We
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could be required to enter into costly litigation to enforce our intellectual
property rights or to defend infringement claims by others. Infringement claims
could require us to license the intellectual property rights of third parties,
but licenses may not be available on reasonable terms, or at all.
Environmental Matters
Our facilities are subject to laws and regulations concerning solid waste
disposal, hazardous materials generation, storage, use and disposal, air
emissions, waste water discharge, employee health and other environmental
matters. Proper waste disposal and environmental regulation are major
considerations for us because a number of the metals, chemicals and other
materials that we use in our manufacturing processes are classified as hazardous
substances and hazardous wastes. If we do not meet permitting and other
requirements of applicable environmental laws, we could be liable for damages
and for the costs of remedial actions. We could also be subject to fines or
other penalties, including revocation of permits needed to conduct our business.
Any permit revocation could require us to cease or limit production at one or
more of our facilities, which could damage our business and financial
performance. We have an ongoing program of monitoring and addressing
environmental matters, and from time to time in the ordinary course of business
we are required to address minor issues of noncompliance at our operating sites.
From time to time, we identify certain operations or processes that lack
required permits or otherwise are not in full compliance with applicable
environmental laws. Although we believe these items have not been material to
date, we maintain an environmental compliance team, and our policy is to take
steps to remedy any noncompliance.
Environmental Laws could become more stringent over time, imposing greater
compliance costs and increasing risks and penalties associated with any
violations. As a generator of hazardous materials, we are subject to financial
exposure with regard to our properties even if we fully comply with these laws.
In addition, certain of our facilities are located in industrial areas and have
lengthy operating histories. As a consequence, it is possible that historical or
neighboring activities have affected properties that we currently own, and that,
as a result, additional environmental issues may arise in the future, the
precise nature of which we cannot now predict. Any present or future
noncompliance with environmental laws or future discovery of contamination could
have a material adverse effect on our results of operations or financial
condition.
Government Regulation
Certain of our products are manufactured and sold under United States government
contracts or subcontracts. As with all companies that provide products or
services to the United States government, we are directly and indirectly subject
to various federal rules, regulations and orders applicable to government
contractors. Some of these regulations relate specifically to the seller-
purchaser relationship with the government, such as the bidding and pricing
rules. Under regulations of this type, we must observe certain pricing
restrictions, produce and maintain detailed accounting data, and meet various
other requirements. We are also subject to many regulations affecting the
conduct of our business generally. For example, in the United States we must
adhere to federal acquisition requirements and standards established by the
Occupational Safety and Health Act relating to labor practices and occupational
safety standards. Violation of applicable government rules and regulations could
result in civil liability, in cancellation or suspension of existing contracts,
or in ineligibility for future contracts or subcontracts funded in whole or in
part with federal funds. In addition, some of our customers are in the defense
industry, and loss of governmental certification by these customers could cause
them to reduce or curtail their purchases from us, which could harm our
business.
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Employees
As of May 31, 2000, the Company had approximately 1,200 employees, of whom
approximately 1,070 were engaged in manufacturing functions, 40 in sales and
marketing functions, 80 in administrative functions, and 10 in executive
functions. Of the employees, approximately 375 were employed by the U.S.
Aerospace Group, 530 by the European Aerospace Group, 250 by the U.S.
Electronics Group, and 45 by the corporate group. None of our workforce in the
United States is unionized. Certain of the European Aerospace Group's
manufacturing and engineering employees are represented by labor unions,
although all negotiations are carried out through employee work committees. We
have not experienced any work stoppages, and we believe that our relationships
with our employees are good.
Risk Factors
We need to manage our rapid growth to be successful.
We have experienced rapid growth from both operations and acquisitions. This
growth has placed and will continue to place significant demands on our
managerial, administrative, financial and operational resources. For example,
both our total number of employees and the number of our operating sites nearly
doubled as a result of acquiring our European Aerospace Group, which was formed
when we acquired Aeromet International PLC in July 1998. Our operating divisions
have had different accounting systems, which we have integrated or are in the
process of integrating. As we grow and our business operations become more
complex, we will need to be increasingly diligent in our business decisions to
comply with regulatory and accounting requirements. To manage our growth
effectively, we must continue to improve our operational, accounting, financial
and other management processes and systems. We must also continue to attract and
retain highly skilled management and technical personnel.
We have reported net losses for recent periods, and we may continue to incur net
losses.
We reported a net loss of $13,049,000 for our fiscal year ended May 31, 2000 and
a net loss of $12,869,000 for our fiscal year ended May 31, 1999. We can offer
no assurance that profitable operations will be achieved in the near future or
that any profitable operations will be sustained. Our ability to achieve a
profitable level of operations in the future will depend on many factors,
including our ability to reduce the level of our debt, to assimilate our recent
and potential future acquisitions and to finance production, our ability to
develop new products, the degree of market acceptance of existing and new
products, and the level of competition in those markets in which we operate.
We have significant debt that could have disadvantages for us.
We incurred substantial debt and payment obligations to finance the Aeromet
acquisition and ongoing operations. This debt could have important
consequences, such as:
. making us unable to obtain additional financing in the future,
. diverting a significant portion of our cash flow to principal and
interest payments and away from operations, acquisitions and capital
expenditures,
. increasing our interest expense, and decreasing our net income,
. putting us at a competitive disadvantage in relation to competitors
with less debt, or
. limiting our flexibility in adjusting to downturns in our business or
market conditions.
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If we do not perform well in the future, we might not be able to pay our debt.
Our future financial and operating performance will determine our ability to pay
our debt. Many factors affect our performance. Because some of these factors are
beyond our control, we might not have sufficient cash flow to make our debt
payments when scheduled, or at all. If we do not maintain sufficient cash flow
to make our debt payments, we could be forced to:
. reduce or delay capital expenditures,
. dispose of material assets or operations, potentially at a loss,
. restructure or refinance our debt at potentially higher rates of
interest, or
. seek additional equity capital, which would probably dilute the value
of the shares held by our existing shareholders.
We may not be able to do any of these things, or we may not be able to do them
on satisfactory terms. In addition, if we could not repay our secured debt,
secured lenders could proceed against any collateral securing that debt.
Our debt limits our flexibility.
We must comply with a number of significant covenants imposed by the agreements
that govern our debt. Those covenants restrict a number of our activities,
including our ability to:
. dispose of or create liens on assets,
. incur additional indebtedness,
. prepay or amend certain debt,
. pay dividends or repurchase stock,
. enter into sale and leaseback transactions,
. make investments, loans or advances,
. engage in acquisitions, mergers or consolidations,
. make capital expenditures,
. change the business we conduct, or
. engage in certain transactions with related parties.
If we breach any of these covenants, the lenders may be able to declare all
amounts we owe to be immediately due and payable. As a result, our lenders
might terminate their commitments to extend further credit to us. In addition,
if there is a change of control of our company, we may be required to repay our
debt. Any of these events could harm our business and financial performance.
We may need to raise additional cash.
We believe that our existing cash and credit facilities may be sufficient to
meet our obligations as they become due during fiscal 2001. However, we may
determine that we need to obtain additional cash during fiscal 2001. Our actual
cash needs will depend on many unpredictable factors, including:
. cash generated from or used by operations,
. interest due on our variable rate debt,
. early repayment of debt or other unexpected cash expenditures,
. capital expenditures required to remain competitive, and
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. cash required for acquired companies, future acquisitions, if any, and
financing transaction costs.
As a result of these factors, we cannot predict accurately the amount or timing
of our future cash needs. If we cannot obtain additional cash if and when
needed, we may be unable to fund all our obligations as they become due or at
all. Should we need to dispose of assets to generate cash, we can offer no
assurance that the carrying values will be realizable upon liquidation outside
of the ordinary course of business. We also can offer no assurance that existing
credit facilities will be renewed and remain available on acceptable terms or at
all. Our inability to obtain additional cash if and when needed could have a
material adverse effect on our financial position and results of operations, and
could severely impact our ability to continue as a going concern. Our
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern and do not include any adjustments that might
result form the outcome of this uncertainty.
We need to manage the risks posed by our acquisitions and our acquisition
strategy.
We have historically pursued an aggressive growth strategy. Although we are
currently focusing substantially all of our attention on existing operations and
on internal growth, we expect to continue to evaluate and pursue potential
strategic acquisitions. The success of our strategy depends on our ability to
manage the risks associated with acquisitions. These risks include:
. our ability to assess the value, strengths and weaknesses of
acquisition candidates accurately,
. our effectiveness in implementing necessary changes at newly acquired
subsidiaries,
. possible diversion of management attention from our operations, and
. possible increased borrowings, disruption of product development
cycles and dilution of earnings per share.
We have incurred substantial losses as a result of some of our acquisitions and
investments. Furthermore, the size of our European Aerospace Group has caused
and will continue to cause it to have a significant impact on our future
financial results. If we do not manage these or other acquisition risks, our
acquisition strategy may not succeed.
Maintaining our European Aerospace Group subjects us to additional risks because
we have foreign operations.
These risks include:
. our ability to manage operations in the United Kingdom effectively
from our Wenatchee, Washington headquarters,
. unfavorable changes in foreign government policies, regulations,
tariffs, taxes and other trade barriers,
. exchange controls and limitations on dividends or other payments, and
. devaluations and fluctuations in currency exchange rates.
Our foreign operations also subject us to foreign currency risks.
Because of our European Aerospace Group, we may decide to engage in hedging
transactions to protect against losses if the exchange rate between the U.S.
dollar and the British pound sterling changes. However, hedging transactions
may not completely offset such losses. Our European Aerospace Group has a few
contracts that are in European currencies other than British pounds sterling, or
in U.S.
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dollars. We believe that the conversion of European currencies to the Euro will
not have a material adverse effect on the European Aerospace Group's business or
financial condition.
We operate in industries that are subject to cyclical downturns.
We operate in historically cyclical industries. The aerospace, defense and
transportation industries are sensitive to general economic conditions, and past
recessions have adversely affected these industries. In past years, a number of
factors have adversely affected the aerospace industry, including increased fuel
and labor costs, and intense price competition. Recently, the commercial
aircraft industry has experienced a downturn in the rate of its growth due to
changing economic conditions and as a result of the financial crisis in Asia,
which has caused reduction in production rates for some commercial airline
programs. Additional cancellations or delays in aircraft orders from customers
of Boeing or Airbus could reduce demand for our products and could have a
material adverse effect on our business and financial performance. These
cyclical factors and general economic conditions may lead to a downturn in
demand for our core products.
The loss of any of our key management or technical personnel could negatively
affect our ability to manage our business.
We believe that our ability to successfully implement our business strategy and
to operate profitably depends significantly on the continued employment of our
senior management team, led by our president, Donald A. Wright, and our
significant technical personnel. We have key man life insurance policies on the
life of Mr. Wright totaling $8 million. Our business and financial results
could be materially adversely affected if Mr. Wright, other members of the
senior management team, or significant technical personnel become unable or
unwilling to continue in their present employment. In addition, our growth and
future success will depend in large part on our ability to retain and attract
additional board members, senior managers and highly skilled technical
personnel. Competition for such individuals is intense, and we may not be
successful in attracting and retaining them, which could interfere with our
ability to manage our business.
We need to adapt to technological change and develop new products.
The market for our products is characterized by evolving technology and industry
standards, changes in customer needs, adaptation of products to customer needs,
and new product introductions. Our competitors from time to time may announce
new products, enhancements, or technologies that have the potential to replace
or render our existing products obsolete. Our success will depend on our
ability to:
. enhance our current products and develop new products to meet changing
customer needs, and achieve market acceptance of those products, and
. anticipate or respond to evolving industry standards and other
technological changes on a timely and cost-effective basis.
We could be subject to product liability claims and lawsuits for harm caused by
our products.
We maintain product liability insurance with a maximum coverage of $2 million.
However, this insurance may not be sufficient to cover any claims that may
arise. A successful product liability claim in excess of our insurance coverage
could have a material adverse effect on our business and financial performance.
21
<PAGE>
Future issuances or resales of a significant number of shares of our common
stock could negatively affect the market price of our stock.
Sales of a significant number of shares of common stock in the public market or
the prospect of such sales could adversely affect the market price of our common
stock. In July 2000, we closed the first installment of a private placement of
Common Stock and warrants (the "Summer 2000 private placement"). We plan to file
a registration statement to register the resale of up to 5,279,150 shares of
Common Stock that have been issued or may become issuable in connection with the
Summer 2000 private placement. Of these shares, 3,279,150 relate to warrants,
but the number of shares actually issuable upon exercise of all but 464,150 of
these warrants cannot be determined at this time. As a result, the actual number
of shares that may be issued upon exercise of these warrants could be more or
less than the 3,279,150 shares being registered with respect to the warrants. As
of August 18, 2000, we have also reserved 2,295,000 common shares for issuance
under our publicly traded warrants, 3,353,948 common shares for issuance under
options outstanding under our two stock incentive plans, 86,637 common shares
for issuance under options outstanding under our independent director stock
plan, and 838,609 common shares for issuance under other warrants. We also have
an employee stock purchase plan permitting employees to purchase shares of
common stock using payroll deductions, subject to certain limits. Shares issued
upon exercise of our outstanding warrants or options or pursuant to the employee
stock purchase plan would be available for resale in the public markets, subject
in some cases to volume and other limitations.
Any future issuance of a significant number of common shares, or any future
resales by the holders of a significant number of common shares, or the prospect
of such issuances or resales, could negatively affect the market price of our
common stock.
22
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY
Our principal executive and administrative offices are located at 430 Olds
Station Road, Wenatchee, Washington. Our headquarters building provides
approximately 18,000 square feet of office space, and is owned by the Company.
We also lease approximately 1,800 square feet of office space in Edmonds,
Washington, for a base rent of $3,260 per month, subject to annual adjustment,
under a lease that expires in 2001, and approximately 873 square feet of office
space in Wichita, Kansas, for a base rent of $928 per month, under a lease that
expires in 2001.
The location, use and approximate size of the principal owned and leased
properties where we conduct our operations are as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Group Location Approx. Own/ Annual Lease Mortgage
Area Lease Rent Expiration Balance
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. Wenatchee, Washington 54,000 Lease $294,000 2007 N/A
-----------------------------------------------------------------------------------------------------------
Electronics Sequim, Washington 18,355 Own N/A N/A None
-----------------------------------------------------------------------------------------------------------
Vancouver, Washington 50,000 Lease $336,000 2009 N/A
----------------------------------------------------------------------------------------------------------------------------
U.S. Wenatchee, Washington 42,000 Lease $213,000 2007 N/A
-----------------------------------------------------------------------------------------------------------
Aerospace Entiat, Washington 84,000 Own N/A N/A $787,000
-----------------------------------------------------------------------------------------------------------
Tacoma, Washington 21,700 Lease $ 80,000 2008 N/A
-----------------------------------------------------------------------------------------------------------
Sedro-Woolley, Washington 94,600 Lease $395,000 2003 N/A
-----------------------------------------------------------------------------------------------------------
Wenatchee, Washington 41,400 Lease $166,000 2001 N/A
-----------------------------------------------------------------------------------------------------------
Wenatchee, Washington 15,000 Lease $ 82,000 2002 N/A
-----------------------------------------------------------------------------------------------------------
Everett, Washington 11,500 Lease $ 79,000 2003 N/A
-----------------------------------------------------------------------------------------------------------
Edmonds, Washington 10,800 Lease $155,000 2004 N/A
----------------------------------------------------------------------------------------------------------------------------
European Sittingbourne 54,500 Lease (Pounds)258,000 2018 N/A
-----------------------------------------------------------------------------------------------------------
Aerospace Sittingbourne 7,500 Lease (Pounds) 50,000 2005 N/A
-----------------------------------------------------------------------------------------------------------
Rochester 37,345 Lease (Pounds)180,000 2001 N/A
-----------------------------------------------------------------------------------------------------------
Worcester 40,000 Lease (Pounds)160,000 2018 N/A
-----------------------------------------------------------------------------------------------------------
Worcester 15,000 Lease (Pounds) 50,000 2003 N/A
-----------------------------------------------------------------------------------------------------------
Welwyn Garden City 55,000 Lease (Pounds)333,000 2018 N/A
-----------------------------------------------------------------------------------------------------------
Birmingham 59,000 Lease (Pounds)236,000 2018 N/A
-----------------------------------------------------------------------------------------------------------
</TABLE>
Our U.S. Aerospace Group's Engineering & Fabrication Division currently leases
the operating facilities in Edmonds, Washington described above. The division
has entered into a lease that is expected to commence in October 2000 for
approximately 10,000 square feet of space in a building in Mountlake Terrace,
Washington, at a base rent of approximately $217,000 per year. We expect either
to terminate the Edmonds lease or sublease the space when the new lease becomes
effective.
We also own a building in Butler, New Jersey, where part of our U.S. Electronics
Group's Interconnect Division was previously located. In July 1999, we moved
the New Jersey operations to Wenatchee, Washington. We have leased the
approximately 30,000 square foot building to a third party for a term expiring
in 2003, at a rate of $11,250 per month.
In January 1999, we executed an agreement with the Port of Chelan County,
Washington, giving us an option to purchase three parcels of land at or near our
Wenatchee campus for a total of $5.4 million. We purchased the first parcel,
which was property next to our Wenatchee campus, for $853,000 in cash, on
February 2, 1999. If we exercise our options to purchase both of the remaining
two parcels,
23
<PAGE>
the purchase of the second parcel would be expected to close in December 2000
and the third would be expected to close in August 2001.
We previously leased approximately 21,390 square feet of office space in
Bothell, Washington under a lease that expired in 2003, for base rent of
$295,000 per year. We subleased this space to a third party. In November 1999,
we negotiated a termination of the lease, which resulted in a reduction of the
leased space as of November 19, 1999, and complete termination of the lease as
of February 29, 2000.
ITEM 3. LEGAL PROCEEDINGS
From time to time we are involved in legal proceedings relating to claims
arising out of operations in the normal course of business. We are not aware of
any material legal proceedings pending or threatened against the Company or any
of its properties.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 20, 2000, we held a special meeting of our shareholders. The purpose
of the meeting was to consider a proposal to approve the issuance of sufficient
shares of our Common Stock to permit conversion of our outstanding Series B
Convertible Preferred Stock. See "ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS - Series B Convertible Preferred Stock." The meeting was
originally called for March 6, 2000, but was postponed until March 20, 2000,
because we did not obtain a quorum on March 6, 2000.
At the March 20 meeting, the shareholders of the Company voted to approve the
proposal, as follows:
<TABLE>
<S> <C>
FOR: 10,364,891
AGAINST: 694,798
ABSTAIN: 88,392
BROKER NON-VOTES: None
</TABLE>
The shareholders did not vote on any other matters at the meeting.
24
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Market Information, Shareholders, and Dividends
Since July 16, 1996, our Common Stock has been traded on the Nasdaq National
Market System under the symbol "PCTH", and our public warrants have been traded
on the same system under the symbol "PCTHW". Each public warrant entitles the
holder to purchase one share of Common Stock at an exercise price of $4.6875 per
share.
The Nasdaq National Market System reported the following range of high and low
sales prices for our Common Stock and public warrants for each calendar quarter
during the period from January 1998 through May 31, 2000, which covers all of
the calendar quarters within the Company's 1999 and 2000 fiscal years:
<TABLE>
<CAPTION>
Common Stock Warrants
Calendar Period High Low High Low
<S> <C> <C> <C> <C>
1998
First Quarter 7.0313 4.1875 3.1250 1.1250
Second Quarter 6.9375 5.3125 3.0000 2.3750
Third Quarter 7.0000 2.7813 3.0000 1.0000
Fourth Quarter 3.0000 1.4375 1.0625 0.5000
1999
First Quarter 2.9688 1.6875 0.8750 0.3438
Second Quarter 2.1875 1.5000 0.5625 0.3750
Third Quarter 1.7812 1.2500 0.6250 0.2500
Fourth Quarter 1.5000 0.5938 0.6875 0.1875
2000
First Quarter 7.000 1.1250 2.4375 0.2500
Second Quarter (April 1 - May 31, 2000) 2.7500 1.1875 1.125 0.4062
</TABLE>
As of August 18, 2000, the closing sales price on the Nasdaq National Market
System for our Common Stock was $1.5625 per share, and for the public warrants
was $0.5625 per warrant.
We have never declared or paid cash dividends on our Common Stock. We currently
anticipate that we will retain all future earnings to fund the operations, and
we do not anticipate paying dividends on our Common Stock in the foreseeable
future. Our agreements with our principal lender and the indenture governing
our 11 1/4% senior subordinated notes restrict our ability to pay dividends.
Common Stock
As of August 18, 2000, there were 1,028 holders of record of 34,261,160 shares
of Common Stock outstanding, and 18 holders of record of 2,295,000 public
warrants outstanding, based on the records maintained by our transfer agent.
Each share of outstanding Common Stock is entitled to participate equally in
dividends as and when declared by the Board of Directors, out of funds legally
available therefor, and is entitled to participate equally in any distribution
of net assets made to our common shareholders in the event of liquidation of the
Company after payment to all creditors of the Company,
25
<PAGE>
subject to any preferences that may be granted to any series of preferred stock
as to dividends or liquidation. There are no preemptive rights or rights to
convert Common Stock into any other securities. The holders of our Common Stock
are entitled to one vote for each share held of record on all matters voted upon
by our shareholders and may not cumulate votes for the election of directors.
Thus, the owners of a majority of the shares of our Common Stock outstanding may
elect all of the directors of the Company, and the owners of the balance of the
shares of the Common Stock would not be able to elect any directors of the
Company.
Preferred Stock
The Company's Board of Directors has the authority to issue shares of preferred
stock in one or more series and to fix the powers, designations, preferences and
relative, participating, optional or other rights of any series of preferred
stock, including dividend rights, conversion rights, voting rights, redemption
terms, liquidation preferences, sinking fund terms and the number of shares
constituting any series, without shareholder approval, unless such approval is
required by applicable law or by the rules of any stock exchange or automated
quotation system on which securities of the Company may be listed or traded.
The rights of preferred stock could adversely affect the rights of holders of
Common Stock and the market for the Common Stock.
Series B Convertible Preferred Stock
Preferred Stock Offering. In May and August 1998, we issued a total of 170,000
shares of Series B Convertible Preferred Stock (the "Preferred Stock") and
issued related warrants, for a total price of $17 million, in a private
placement to 17 accredited investors.
Conversion Price. Upon conversion of a share of Preferred Stock, the holder
received a number of shares of Common Stock equal to $100 divided by the then-
applicable conversion price. The conversion price of the Preferred Stock was
the lower of (a) $7.20 per share, or (b) the average of the three lowest closing
bid prices per share of the Common Stock over the 22 trading days before
conversion. The actual conversion prices ranged between $0.75 and $3.27.
Shareholder Approval. Because of Nasdaq National Market System requirements,
our agreements with the initial purchasers of the Preferred Stock prohibited us
from issuing more than 3,000,000 shares of Common Stock upon conversion of
Preferred Stock without obtaining shareholder approval for the issuance of
additional shares. Alternatively, we would have been permitted to redeem any
Preferred Stock whose conversion would cause the issuance of more than 3,000,000
shares of Common Stock, except that the indenture governing our outstanding 11
1/4% senior subordinated notes restricted our ability to redeem Preferred Stock.
As of January 31, 2000, 33,353 shares of Preferred Stock had been converted into
2,959,773 shares of Common Stock. On March 20, 2000, at a special meeting of
shareholders, the Company's shareholders approved the issuance of sufficient
shares of Common Stock to permit conversion of all of the outstanding Preferred
Stock.
Conversions. On March 20, 2000, immediately prior to the shareholder meeting,
136,647 shares of Preferred Stock remained outstanding. Between March 21, 2000
and June 26, 2000, these shares were converted into 7,076,775 shares of Common
Stock. In total, the 170,000 shares of Preferred Stock were converted into
10,136,548 shares of Common Stock.
Resale. The former holders of the Preferred Stock have advised us that they
resold all but 77 shares of Common Stock into the public market, either pursuant
to a resale registration statement or in reliance
26
<PAGE>
on Rule 144. The conversion of the Preferred Stock and resale of the conversion
shares has had the effect of significantly increasing the number of shares of
our Common Stock in the public market.
Warrants Issued to Preferred Shareholders. The warrants issued in connection
with the Preferred Stock may be exercised until May 15, 2001 and entitle the
holders to purchase 236,109 shares of Common Stock from the Company at an
exercise price of $7.20 per share. The Company expects that it would use the
proceeds from exercise of these warrants, when and if they are exercised,
primarily for working capital or other corporate purposes.
Warrants
As of August 18, 2000, we had outstanding warrants to purchase Common Stock as
follows:
. warrants to purchase 236,109 shares that (a) were issued in connection
with the Preferred Stock offering, (b) have an exercise price of $7.20
per share, and (c) expire on May 15, 2001;
. publicly traded warrants to purchase 2,295,000 shares of Common Stock,
that (a) were issued as part of the units sold in the Company's July
1996 registered public offering ("Units"), (b) have an exercise price
of $4.6875 per share, and (c) expire in July 2003;
. warrants to purchase Units consisting of 180,000 shares of registered
Common Stock and publicly traded warrants to purchase 180,000 shares
of Common Stock, that (a) were issued to underwriters in the July 1996
public offering, (b) have an exercise price of $3.75 per Unit, and (c)
expire in July 2001;
. warrants to purchase a total of 501,650 shares of Common Stock issued
to several employees and consultants of the Company, that (a) have
exercise prices ranging from $2.00 to $9.50 per share, and (b) have
expiration dates that range from May 2001 to February 2005; and
. warrants to purchase 385,000 shares that (a) were issued in connection
with a private placement in July 2000, (b) have an exercise price of
$2.01 per share, and (b) expire in July 2003. See "- Summer 2000
Private Placement."
In addition, in July 2000, we issued warrants to two investors that may become
exercisable for a currently indeterminate number of shares. See "- Summer 2000
Private Placement."
The shares of Common Stock issuable upon exercise of our outstanding warrants
are either registered for issuance or resale, available for resale under Rule
144, or subject to an obligation to register them for resale. Exercise of these
warrants would increase the number of shares of our Common Stock available on
the public market and would dilute the interests of existing shareholders.
Summer 2000 Private Placement
The Offering. In July 2000, we closed the first installment of a $3.5 million
private placement with two accredited investors. At the initial closing, we
issued 1,142,860 shares of common stock and warrants to purchase additional
shares to the investors for $2.0 million. We plan to file a registration
statement on Form S-3 with the Securities and Exchange Commission to register
the resale of up to 5,279,150 shares of common stock issued or issuable as a
result of the transaction (the "Registration Statement"). Upon effectiveness of
the Registration Statement within sixty days after the first closing, a second
27
<PAGE>
closing will occur, and the investors will pay an additional $1.5 million and
receive 857,140 additional shares of common stock. No additional warrants will
be issued at the second closing. The effectiveness of the Registration Statement
within 60 days after the first closing is the only condition to the second
closing.
Warrants. At the first closing, we issued to the investors warrants to purchase
an aggregate of 385,000 shares of our Common Stock at an exercise price of $2.01
per share (subject to certain adjustments), exercisable through July 27, 2003
(the "Closing Warrants") and warrants to purchase a currently indeterminate
number of shares as described below (the "Adjustable Warrants" and the "Vesting
Warrants" and, together with the Closing Warrants, the "Warrants").
Adjustable Warrants. The purpose of the Adjustable Warrants is to provide a
mechanism for resetting the price of the shares of common stock purchased by the
investors in the transaction if the market price of our Common Stock does not
achieve and maintain a specific level. Adjustable Warrants are exercisable by
the investors at an exercise price of $.001 per share for fifteen trading days
following each of three vesting dates. The vesting dates begin on the twentieth
trading day after the effectiveness of the Registration Statement and end on the
sixtieth trading day after the effectiveness of the Registration Statement. The
Adjustable Warrants expire fifteen trading days after the third vesting date.
Vesting of Adjustable Warrants. On each vesting date, the Company and the
investors will determine, based on a formula contained in the Adjustable
Warrants, whether the warrants have become exercisable for any warrant shares.
Under the formula, the number of shares issuable would depend on the average
closing price of our Common Stock for the five trading days before each vesting
date. If the average closing price of our Common Stock is less than $1.91 per
share during the applicable period preceding a vesting date, the formula will be
applied to determine the number of shares that are issuable to the investors
upon exercise of the warrants as of that vesting date. If the average closing
price of our Common Stock is $1.91 or above during the applicable period
preceding a vesting date, no shares of Common Stock will be issuable as of that
vesting date. In addition, if the average closing price of our Common Stock
exceeds $2.19 per share for any 20 consecutive trading days, no further vesting
will occur and no more shares will become issuable under the Adjustable
Warrants.
Vesting Warrants. The purpose of the Vesting Warrants is to provide for penalty
shares to be issued to the investors upon occurrence of any of several specified
events. The events include, among other events, certain acquisitions or
mergers, our failure to deliver certificates to the holders in a timely manner,
a material breach by us under the transaction documents, the delisting of our
Common Stock for ten consecutive days, or our failure to obtain an effective
Registration Statement in a timely manner and maintain the Registration
Statement effective for the required time period. The Vesting Warrants expire
five business days after the expiration of the Adjustable Warrants.
Adjustments. The vesting dates and expiration dates contained in the Warrants
and the numbers of shares issuable upon exercise of the Warrants are subject to
adjustment under certain circumstances.
Limitation. We cannot yet predict how many shares of Common Stock, if any, may
become issuable upon exercise of the Adjustable Warrants or the Vesting
Warrants. However, the Adjustable Warrants and the Vesting Warrants, by their
terms, cannot be exercised for a number of shares greater than the number that
we may issue without shareholder approval under applicable Nasdaq rules. In the
event that the number of shares issuable would exceed the number of shares
permitted to be issued without shareholder approval under applicable Nasdaq
rules, we would be entitled either to redeem the excess
28
<PAGE>
shares (if and to the extent permitted by our lenders) or to obtain shareholder
approval for the issuance of the additional shares.
Potential Effect of Warrant Shares. Shares of the Common Stock that may become
issuable upon exercise of the Adjustable Warrants or the Vesting Warrants could
result in a currently indeterminate amount of dilution to the equity interests
of the holders of our Common Stock. To the extent that shares of Common Stock
become exercisable under these warrants, the market price of our Common Stock
could decrease because of additional shares being sold into the market. A
reduced price could allow the warrant holders to exercise the Adjustable
Warrants for additional shares of Common Stock on subsequent Vesting Dates, the
sale of which could further depress the market price of the Common Stock and
encourage short sales of our Common Stock. In addition, the possibility of
dilution and decreased market price could inhibit our opportunities to obtain
additional public or private financing when and if needed or on terms acceptable
to us.
Spring 2000 Private Placement
In March 2000, we closed a private offering of 1,598,000 shares of Common Stock
to 26 accredited investors for net offering proceeds of $4,058,920. We
subsequently filed a registration statement to register the resale of the shares
sold in the offering. The registration statement was declared effective on May
10, 2000.
Registration Rights
We are obligated to register the resale of the following shares:
CCEC. Continental Capital & Equity Corporation ("CCEC") has the right, through
April 17, 2003, to require us to file a resale registration statement with
respect to up to 200,000 shares issuable upon exercise by CCEC of warrants held
by them.
Summer 2000 Private Placement. The Company is obligated to file one or more
resale registration statements to register the resale of the shares issued or
issuable in connection with the Summer 2000 private placement. We expect to file
a registration statement to register the resale of up to 5,279,150 of these
shares during August 2000. The shares issued or issuable in connection with the
Summer 2000 private placement include:
. 1,142,860 shares issued at the first closing;
. 857,140 shares issuable upon effectiveness of the registration
statement;
. up to 385,000 shares issuable upon exercise of warrants held by the
investors; and
. a currently indeterminate number of shares issuable upon exercise of
additional warrants held by the investors.
In addition, the Company is obligated to register for resale up to 79,150 shares
issuable upon exercise of warrants held by the placement agent in the Summer
2000 private placement.
29
<PAGE>
Nasdaq
In our Quarterly Report on Form 10-Q for the quarter ended November 30, 1999, we
reported that we received a letter from Nasdaq raising a concern regarding the
continued listing of our shares of Common Stock on the Nasdaq National Market
System because the Common Stock had failed to maintain a minimum bid price
greater than or equal to $1.00. In our Quarterly Report on Form 10-Q for the
quarter ended February 29, 2000, we reported that on February 1, 2000 we
received a letter from Nasdaq notifying us that the Common Stock was in
compliance with the applicable rule and the matter had been closed. Although the
minimum bid price of our Common Stock has exceeded $1.00 since December 29,
1999, we cannot provide any assurance that this situation will not occur again
in the future.
Indemnification
The Company agreed to indemnify the holders of the Preferred Stock and the
investors in the Summer 2000 Private Placement, and those holders and investors
agreed to indemnify the Company, against certain liabilities under the
Securities Act. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, we have been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Anti-Takeover Laws
The Company, as a Washington corporation, is subject to certain provisions of
Washington law regarding significant business transactions and fair price
restrictions. These provisions may have the effect of delaying or deterring a
hostile takeover of the Company.
Washington's "Significant Business Transactions" statute (Chapter 23B.19 of the
Washington Business Corporation Act) applies to public companies that are
incorporated under Washington law. The statute prohibits, subject to certain
exceptions, a corporation from entering into any "significant business
transactions" with an "Acquiring Person" (defined generally as a person who or
an affiliated group that beneficially owns 10% or more of the outstanding voting
securities of a corporation) for a period of five years after such person or
affiliated group becomes an Acquiring Person unless the transaction or share
acquisition made by the Acquiring Person is approved prior to the share
acquisition by a majority of the target corporation's directors. In addition,
this statute prohibits a corporation subject thereto from entering into a
significant business transaction with an Acquiring Person unless the
consideration to be received by the corporation's shareholders in connection
with the proposed transaction satisfies the "fair price" provisions set forth in
the statute.
Transfer Agent and Registrar
The Transfer Agent and Registrar for our Common Stock and publicly traded
warrants is Interwest Transfer Co., Inc.
30
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data presents selected historical financial
data of the Company as of and for the years ended May 31, 1996, 1997, 1998,
1999, and 2000, and is derived from the Company's audited financial statements.
This data should be read in conjunction with the Company's Financial Statements
and Notes thereto, the Independent Auditors' Report, and Management's Discussion
and Analysis of Financial Condition and Results of Operations. The independent
auditors' report contains an explanatory paragraph that states that the
Company's recurring losses from operations raise substantial doubt about our
ability to continue as a going concern. Our consolidated financial statements
and the following selected financial data do not include any adjustments that
might result from the outcome of that uncertainty.
<TABLE>
<CAPTION>
Years Ended May 31,
-------------------------------------------------------------
(in thousands, except percentage and per share data)
1996 1997 1998 1999 2000
------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net sales/(1)/.................... $20,725 $34,175 $54,099 $107,366 $112,694
Cost of sales..................... 16,439 25,969 39,487 86,302 92,063
------- ------- ------- -------- --------
Gross profit...................... 4,286 8,206 14,612 21,064 20,631
Operating expenses................ 4,869 6,259 9,872 22,039 24,533
------- ------- ------- -------- --------
Income (loss) from operations..... (583) 1,947 4,740 (975) (3,902)
Net interest (expense)............ (498) (384) (755) (8,140) (9,862)
Other income (expense)............ 15 169 (853) (6,393) 33
------- ------- ------- -------- --------
Income (loss) before taxes and
extraordinary item................ (1,066) 1,732 3,132 (15,508) (13,731)
Extraordinary item, net of tax - - - - 703
Income taxes benefit (expense).... 67 (50) 482 2,639 (21)
------- ------- ------- -------- --------
Net income (loss)............... $ (999) $ 1,682 $ 3,614 $(12,869) $(13,049)
------- ------- ------- -------- --------
Net income (loss) per share:
Basic........................... (.16) .18 .29 (.74) (.59)
Diluted......................... (.16) .17 .27 (.74) (.59)
Shares used in computation of
income (loss) per share:
Basic........................... 6,209 9,500 12,486 17,359 21,955
Diluted......................... 6,209 10,036 13,606 17,359 21,955
Other Financial Data:
EBITDA/(2)/........................ $ 288 $ 3,305 $ 6,944 $ 10,669 $ 9,004
EBITDA margin/(3)/................. 1.4% 9.7% 12.8% 9.9% 8.0%
Depreciation, amortization, and
impairment of long-lived assets.... $ 871 $ 1,358 $ 2,204 $ 11,644 $ 12,906
Capital expenditures............... 1,293 2,739 10,290 8,281 4,867
</TABLE>
<TABLE>
<CAPTION>
At May 31,
-------------------------------------------------------
(in thousands)
1996 1997 1998 1999 2000
------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents............. $ 725 $ 3,048 $11,461 $ 8,134 $ 2,154
Working capital....................... 952 13,090 25,599 38,329 29,181
Total assets.......................... 27,649 35,752 78,580 158,727 143,582
Long-term debt (including current 83,410 70,528
portion)............................ 6,404 4,233 11,233
Shareholders' equity.................. 12,539 25,619 56,142 54,019 49,768
</TABLE>
------------------------
/(1)/ The increases in net sales are attributable to acquisitions by the
Company and internal growth. See "Description of Business" and
"Management's Discussion and Analysis of Financial Condition and Results
of Operations."
/(2)/ "EBITDA" represents income (loss) from operations plus depreciation,
amortization, and non-cash asset impairment expense. EBITDA should not be
construed as an alternative to (i) net income, as defined by generally
accepted accounting principles, as an indicator of the Company's
operating performance or (ii) cash flow, as defined by generally accepted
accounting principles, as a measure of liquidity.
/(3)/ "EBITDA margin" represents EBITDA as a percent of net sales.
31
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
This section and the "Description of Business" section of this Form 10-K
contain "forward-looking statements." These forward-looking statements are not
guarantees of the Company's future performance. They are subject to risks and
uncertainties related to business operations, some of which are beyond the
Company's control. Any of these risks or uncertainties may cause actual
results or future circumstances to differ materially from the forward-looking
statements set forth in this section under the captions "Overview" and
"Liquidity and Capital Resources," and in "Description of Business" under each
of the captions in that section.
--------------------------------------------------------------------------------
Overview
--------
We have historically been an active consolidator of companies, and our results
of operations have been substantially affected by acquisitions. We have
acquired and integrated twelve companies since 1990. See "Description of
Business -Corporate History." These acquisitions, as well as internal growth
in our existing and acquired businesses, have resulted in substantial
increases in net sales. Our operating expenses and margins and other expenses
also have been affected by certain expenses directly associated with the
acquisitions and related capital raising transactions. We have experienced
substantial increases in all other expense categories as a result of the
increases in our operations. A portion of these expenses is attributable to
the assimilation of acquired operations into our existing businesses.
In July 1998, we acquired Aeromet International PLC ("Aeromet"), which forms
the core of our European Aerospace Group. Aeromet is a manufacturer of
magnesium and aluminum precision sand and investment castings, and of titanium
and aluminum formed sheet products, with five locations in England. The
Aeromet acquisition has had a significant effect on our operations and on
comparisons of income, expense, and balance sheet items in periods after July
1998. Our financial results for fiscal 1999 included ten months of operations
of Aeromet.
Substantially all of our revenues are generated by sales to customers in the
commercial aerospace, defense, electronics, medical, energy,
telecommunications, and transportation industries, with commercial aerospace
and defense industry sales being the most significant. The commercial
aerospace and defense industries are cyclical in nature and subject to changes
based on general economic conditions, and on commercial airline industry,
defense and government spending. See "Description of Business - Industry
Overview" and "-Risk Factors."
Our operations focus on developing, manufacturing and marketing high
performance electronics and metal components and assemblies. Our electronics
products are characterized by relatively low volumes and high margins. In
comparison, volumes have historically been higher and margins lower for our
metals products. We believe that margins will remain higher for electronic and
assembled products than for our metal products. Products incorporating both
electronics and metal parts are expected to generate margins closer to
electronics product margins. As a result of margin differences, changes in
product mix among our electronics, assembled and metals products can be
expected to affect our overall margins.
The Company's sales are not subject to significant seasonal fluctuations.
However, production and resulting sales are subject to the number of working
days in any given period. Results for various periods may vary materially due
to the number of working days available in any period.
Management believes that the Company's operations for the periods discussed
have not been adversely affected by inflation.
32
<PAGE>
Results of Operations
---------------------
For an understanding of the significant factors that influenced our performance
during the past three fiscal years, the following discussion should be read in
conjunction with our consolidated financial statements presented in this Form
10-K.
The following table sets forth certain of our historical statement of operations
data for the periods indicated, expressed in dollars (in thousands) and as a
percentage of net sales.
<TABLE>
<CAPTION>
Years Ended May 31,
----------------------------------------------------------------------------------------------
1996 1997 1998 1999 2000
--------------- --------------- -------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales........................ $20,725 100.0% 34,175 100.0 54,099 100.0% $ 107,366 100.0 112,694 100.0%
Cost of sales.................... 16,439 79.3 25,969 76.0 39,487 73.0 86,302 80.4 92,063 81.7
--------------- --------------- --------------- ----------------- ----------------
Gross profit..................... 4,286 20.7 8,206 24.0 14,612 27.0 21,064 19.6 20,631 18.3
Operating expenses............... 4,869 23.5 6,259 18.3 9,872 18.2 22,039 20.5 24,533 21.8
--------------- --------------- -------------- ----------------- ----------------
Income (loss) from operations.... (583) (2.8) 1,947 5.7 4,740 8.8 (975) (0.9) (3,902) (3.5)
Net interest expense............. (498) (2.4) (384) (1.1) (755) (1.4) (8,140) (7.6) (9,862) (8.8)
Other income (expense)........... 15 0.0 169 0.5 (853) (1.6) (6,393) (6.0) 33 0.0
Extraordinary item............... - - - - - - - - 703 0.6
Income tax benefit(expense)...... 67 0.3 (50) 0.1 482 0.9 2,639 2.5 (21) 0.0
--------------- --------------- -------------- ----------------- ----------------
Net income (loss)................ $ (999) (4.9)% $ 1,682 4.9% $3,614 6.7% $ (12,869) (12.0)% $(13,049) (11.6)%
--------------- =============== ============== ================= ================
EBITDA/(1)/...................... $ 288 1.4 % $ 3,305 9.7% $6,944 12.8% $ 10,669 9.9% $ 9,004 8.0%
=============== =============== ============== ================= ================
</TABLE>
/(1)/ We calculate EBITDA (earnings before interest, taxes, depreciation,
amortization, and non-cash asset impairment) by adding depreciation,
amortization, and non-cash asset impairment expense to operating income (loss).
This measure may not be comparable to similarly titled measures reported by
other companies.
Year Ended May 31, 2000 Compared to Year Ended May 31, 1999
Net Sales. Net sales increased by $5.3 million, or 5.0%, to $112.7 million for
fiscal 2000 from $107.4 million in fiscal 1999. The increase in revenue was
primarily due to a full year of operations in our European Aerospace Group (a
$4.1 million increase) and the addition of our U.S. Aerospace Group's
Engineering & Fabrication Division (a $6.7 million increase), offset by reduced
sales volume in our U.S. Aerospace Group's Machining Division (a $7.1 million
decrease). The Machining Division continues to be affected by decreases in
production of certain aircraft models and inventory minimization initiatives at
Boeing, the division's largest customer.
Gross Profit. Our gross profit as a percentage of sales for the year was 18.3%,
compared to 19.6% in fiscal 1999. This decrease was primarily due to low sales
volumes in our aerospace and transportation production facilities. These
facilities traditionally have a high amount of fixed costs which, when coupled
with low sales volumes, cause the gross profit to decrease. Pricing pressure
from customers has also led to low overall gross profit in the aerospace and
transportation markets.
Operating Expenses. Operating expenses increased by $2.5 million, or 11.3%, to
$24.5 million for fiscal 2000 from $22.0 million in fiscal 1999. This increase
in operating expenses is primarily due to a full year of operations in our
European Aerospace Group and the addition of our U.S. Aerospace Group's
Engineering & Fabrication Division. Operating expenses include non-cash charges
related to the impairment of long-lived assets, primarily goodwill, of $5.2
million in fiscal 2000 and $4.9 million in fiscal 1999. We review long-lived
assets and identifiable intangibles for potential impairment of
33
<PAGE>
value whenever events or changes in circumstances indicate that the carrying
amount of those assets may not be recoverable. During the fourth quarter of
fiscal 2000, due to continuing losses and continued weakness in the commercial
aerospace and transportation industries, our evaluation resulted in the
realization of a $4.6 million impairment of goodwill and a $600,000 property
impairment related to our U.S. Aerospace Group. We will continue to evaluate the
Company's assets, especially in our U.S. Aerospace Group, on a quarterly basis
until such time as our divisions become consistently profitable. Our future
evaluations could result in additional impairment charges for goodwill and for
property and equipment.
EBITDA. EBITDA decreased by $1.7 million, or 15.9%, to $9.0 million for fiscal
2000 from $10.7 million in fiscal 1999. As a percentage of net sales, EBITDA
decreased to 8.0% in fiscal 2000 from 9.9% in fiscal 1999. The decrease in
EBITDA as a percentage of net sales during this period was primarily
attributable to decreased gross profit due to the decline in commercial
aerospace and transportation net sales.
Net Interest Expense. Net interest expense increased by $1.7 million, or 21.2%,
to $9.9 million for fiscal 2000 from $8.1 million in fiscal 1999. This increase
was primarily due to a full year of interest expense associated with our 11 1/4%
senior subordinated notes, and higher average outstanding balances on our
revolving lines of credit.
Other Income (Expense). Other income (expense) represents non-recurring and
non-operational income and expense for the period. Other expense decreased by
$6.4 million, from $6.4 million expense in fiscal 1999 to other income of
$33,000 in fiscal 2000. Prior year other expense was primarily composed of a
non-cash charge related to the write down of our investment in unregistered
common stock of Orca Technologies, Inc.
Extraordinary Item. In March 2000, we exchanged an aggregate of $11.3 million
in original principal amount of our 11 1/4% senior subordinated notes for a
total of 2,902,806 shares of common stock. This exchange was accounted for as
an early extinguishment of debt, and as such, a net of tax gain of $703,000 has
been recorded in the accompanying financial statements as an extraordinary item.
Net Income. Net income decreased by $180,000, to a net loss of $13.0 million
for fiscal 2000 from a net loss of $12.9 million in 1999, primarily as a result
of the factors discussed above.
Year Ended May 31, 1999 Compared to Year Ended May 31, 1998
Net Sales. Net sales increased by $53.3 million, or 98.5%, to $107.4 million
for fiscal 1999 from $54.1 million in fiscal 1998. The significant increase in
net sales for fiscal 1999 from fiscal 1998 included a significant net sales
contribution from Aeromet (a $52.8 million increase) and an increase in
electronic products in aerospace, satellite and weapons systems (a $3.5 million
increase), offset by a decrease in commercial aerospace and transportation net
sales (a $3.0 million decrease). The commercial aerospace industry net sales
decrease was primarily attributable to decreases in production of certain
aircraft models and inventory minimization initiatives at Boeing.
We completed the Aeromet acquisition in July 1998. This acquisition expanded our
operations to the European aerospace and defense markets, as well as adding to
our core competencies in casting and forming. See "Description of Business -
Products, Processes and Markets - European Aerospace Group." Accordingly, net
sales for fiscal 1999 also included ten months of operations of Aeromet,
contributing $52.8 million in net sales.
34
<PAGE>
Gross Profit. Gross profit increased by $6.5 million, or 44.5%, to $21.1
million for fiscal 1999 from $14.6 million in fiscal 1998. As a percentage of
net sales, gross profit decreased to 19.6% in fiscal 1999 from 27.0% in fiscal
1998. This percentage decrease was primarily attributable to three factors.
First, the addition of Aeromet caused consolidated average margins to be lower
since casting segment gross profits have been historically lower, generally in
the 18% to 22% range (gross profits on Aeromet net sales for fiscal 1999 were
20%). Second, commercial aerospace net sales decreased during fiscal 1999; and
third, we recorded approximately $2.2 million in non-recurring adjustments to
inventories, which reduced gross profit margin by 2.1% for fiscal 1999.
Operating Expenses. Operating expenses increased by $12.2 million, or 123.2%,
to $22.0 million for fiscal 1999 from $9.9 million in fiscal 1998. The Aeromet
acquisition added $2.7 million, corporate operational costs added $2.5 million,
$2.2 million was attributable to general cost increases in operating businesses,
and $4.9 million was due to non-cash impairment of long-lived assets, primarily
goodwill.
EBITDA. EBITDA increased by $3.7 million, or 53.6%, to $10.7 million for fiscal
1999 from $6.9 million in fiscal 1998. As a percentage of net sales, EBITDA
decreased to 9.9% in fiscal 1999 from 12.8% in fiscal 1998. The decrease in
EBITDA as a percentage of net sales during this period was primarily
attributable to $2.2 million in non-recurring adjustments to inventories
recorded during the year and the decreased gross profit due to the decline in
commercial aerospace net sales.
Net Interest Expense. Net interest expense increased by $7.4 million, or
978.1%, to $8.1 million for fiscal 1999 from $755,000 in fiscal 1998. This
increase was primarily due to our financing of the Aeromet acquisition in July
1998 with the issuance of $75.0 million of 11 1/4% senior subordinated notes (a
$7.7 million increase in interest expense and the associated amortization of
issuance costs).
Other Income (Expense). Other income (expense) represents non-recurring and
non-operational income and expense for the period. Other expense increased to
$6.4 million in fiscal 1999 from $853,000 in fiscal 1998. This increase of $5.5
million was due principally to a $7.8 million write down of our investment in
unregistered common stock of Orca Technologies, Inc.
Net Income. Net income decreased $16.5 million, to a $12.8 million loss for
fiscal 1999 from a $3.6 million profit in 1998, primarily as a result of the
factors discussed above.
Year Ended May 31, 1998 Compared to Year Ended May 31, 1997
Net Sales. Net sales increased by $19.9 million, or 58%, to $54.1 million for
fiscal 1998 from $34.2 million in fiscal 1997. The significant increase in net
sales for fiscal 1998 from fiscal 1997 included increases in both commercial
aerospace industry net sales (an $11.3 million increase) and defense industry
net sales (a $3.5 million increase). The commercial aerospace industry net sales
increase was primarily attributable to increases in production at Boeing and the
related increase in demand from that customer for our precision cast and
machined products. The defense industry net sales increase was primarily
attributable to an increase in orders of aerospace, satellite and weapons
systems electronics products.
Commercial aerospace industry net sales comprised 42.6% of total net sales in
fiscal 1998, up from 34.5% of net sales in fiscal 1997. Defense industry sales
comprised 19.9% of total net sales in fiscal 1998, down from 21.3% of net sales
in fiscal 1997.
We completed the acquisition of Balo Precision Parts, Inc. ("Balo") in February
1998 and the acquisition of Electronic Specialty Corporation ("ESC"), effective
as of March 1998. These
35
<PAGE>
acquisitions expanded production of hermetically sealed product offerings and
added relay, solenoid and flat panel display product lines. See "Description of
Business - Products, Processes and Markets - U.S. Electronics Group."
Accordingly, net sales for fiscal 1998 also included approximately four months
of operations of Balo and three months of operations for ESC, contributing
approximately $4.3 million to net sales in fiscal 1998.
Gross Profit. Gross profit increased by $6.4 million, or 78.0%, to $14.6
million for fiscal 1998 from $8.2 million in fiscal 1997. As a percentage of net
sales, gross profit increased to 27.0% in fiscal 1998 from 24.0% in fiscal 1997,
which was primarily attributable to increased efficiencies gained in
manufacturing processes and in-house production of processes that had previously
been purchased from outside vendors. We also believe that capital investments in
equipment and production processes contributed to the improvement in gross
profit margins.
Operating Expenses. Operating expenses increased by $3.6 million, or 57.1%, to
$9.9 million for fiscal 1998 from $6.3 million in fiscal 1997, partially due to
the Balo and ESC acquisitions and increased levels of operations in fiscal 1998.
As a percentage of net sales, operating expenses remained essentially unchanged.
EBITDA. EBITDA increased by $3.6 million, or 109.1%, to $6.9 million for fiscal
1998 from $3.3 million in fiscal 1997. As a percentage of net sales, EBITDA
increased to 12.8% in fiscal 1998 from 9.7% in fiscal 1997. The increase in
EBITDA as a percentage of net sales during this period was primarily
attributable to production efficiencies and improved capacity utilization.
Net Interest Expense. Net interest expense increased $371,000, or 96.6%, to
$755,000 for fiscal 1998 from $384,000 in fiscal 1997. This increase was
primarily due to our financing of capital equipment purchases and debt incurred
to finance the expansion of our Wenatchee facilities to support growth in net
sales.
Other Income (Expense). Other income (expense) represents non-recurring and
non-operational income and expense for the period. Other expense increased to
$853,000 expense in fiscal 1998 from income of $169,000 in fiscal 1997. This
increase of $1,022,000 was due principally to a $1.0 million write-off of
portions of notes receivable and associated debt restructuring and related
expenses in connection with the termination of our efforts during the third
quarter of fiscal 1998 to form an information technology group.
Net Income. Net income increased by $1.9 million, or 114.9%, to $3.6 million
for fiscal 1998 from $1.7 million in 1997, primarily as a result of the factors
discussed above.
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents decreased from $8,134,000 as of May 31, 1999, to
$2,154,000 as of May 31, 2000. Cash used in operating activities was $5.2
million for fiscal 2000, compared to cash used in operating activities of
$372,000 in fiscal 1999. Our future success as a company will depend heavily on
our ability to generate cash from operating activities and to meet our
obligations as they become due. We are focusing on initiatives to specifically
address the need to increase cash provided by operating activities. Some of
these initiatives include, but are not limited to, possible staff reductions,
reduced product line offerings, selling of excess inventory, and general and
administrative cost controls. If we are not sufficiently successful in
increasing cash provided by operating activities, we may need to sell additional
equity securities or sell assets outside of the ordinary course of business in
order to meet our obligations. There is no assurance that we will be able to
achieve sufficient cash
36
<PAGE>
from operations, sell additional equity securities, or sell our assets for
amounts in excess of book value. In that situation, our inability to obtain
sufficient cash if and when needed could have a material adverse effect on our
financial position, the results of our operations, and our ability to continue
in existence.
Cash used in investing activities decreased from $79.3 million in fiscal 1999 to
$7.7 million in fiscal 2000. In fiscal 2000 we made cash investments for the
acquisition of equipment ($4.9 million) and investments related to the
acquisition of our U.S. Aerospace Group's Engineering & Fabrication Division
($2.8 million). We expect to invest an amount in equipment in fiscal 2001 that
is similar to the amount we invested in fiscal 2000. We currently do not expect
to acquire any new businesses during fiscal 2001.
Cash generated from financing activities decreased from $76.4 million in fiscal
1999 to $6.8 million in fiscal 2000. Financing activities during fiscal 2000
included net proceeds from the issuance of Common Stock ($4.2 million) and
borrowings under our line of credit ($5.2 million), offset by payments on long-
term debt and capital leases ($2.6 million). We expect to issue additional
Common Stock during fiscal 2001. In July 2000, we closed the first installment
of a private placement of Common Stock and warrants, which resulted in gross
proceeds of $2 million. See "- Significant Events - Equity Financing - Sales of
Common Stock." We also expect to make additional borrowings under our lines of
credit in order to meet our cash obligations as they become due. However, we
cannot currently offer assurance that our existing credit facilities will be
renewed and remain available on acceptable terms or at all.
At May 31, 2000, our primary banking relationships included a revolving line of
credit of up to $6.3 million in the U.S., which expires in September 2000, and a
revolving line of credit of up to approximately $5.3 million ((Pounds)3.5
million) in the U.K., which expires in November 2000. As of May 31, 2000, $5.4
million of the U.S. line was drawn and the U.K. line was unused. We are
currently in preliminary negotiations with our lenders to renew these credit
facilities. If we are unable to extend our lines of credit, or if our borrowing
limits are decreased, our financial position, results of operations, and our
ability to continue in existence could be materially and adversely affected.
In December 1998, we entered into an agreement giving us the option to purchase
three parcels of land that make up our Wenatchee campus from the Port of Chelan
County for $5.4 million. The purchase of the first parcel was completed in
early February 1999. If we exercise our options to purchase both of the
remaining two parcels, the purchase of the second parcel is expected to close in
December 2000 and the third is expected to close in August 2001. As of May 31,
2000, we had no other material commitments outstanding for purchases of
additional capital assets.
Our working capital as of May 31, 2000 and 1999 was $29.2 million and $38.3
million, respectively. The decrease in working capital was primarily due to our
use of cash in operating activities. We have adopted initiatives directed at
improving cash provided by operating activities during fiscal 2001. If these
initiatives are successful, positive cash flow coupled with additional cash from
the sale of common stock should increase our working capital during fiscal 2001.
We believe that our current cash balances, credit facilities, proceeds from the
Summer 2000 private placement, and cash from operations may be sufficient to
meet our operating cash requirements and to fund budgeted capital expenditures
in fiscal 2001. However, we may determine that we need to obtain additional
cash during fiscal 2001. Our actual cash needs will depend on many
unpredictable factors, including: cash generated from or used by operations;
interest due on our variable rate debt; early repayment of debt or other
unexpected cash expenditures; capital expenditures required to remain
competitive; and cash required for acquired companies, future acquisitions, if
any, and financing
37
<PAGE>
transaction costs. As a result of these factors, we cannot predict accurately
the amount or timing of our future cash needs. If we cannot obtain sufficient
cash if and when needed, we may be unable to fund all our obligations as they
become due or at all. Should we need to dispose of assets to generate cash, we
can offer no assurance that the carrying values will be realizable upon
liquidation outside of the ordinary course of business. Our inability to obtain
additional cash if and when needed could have a material adverse effect on our
financial position, results of operations, and our ability to continue in
existence. Our consolidated financial statements have been prepared assuming
that the Company will continue as a going concern and do not include any
adjustments that might result from the outcome of this uncertainty.
With the acquisition of our European Aerospace Group, whose functional currency
is the British Pound Sterling, we translate the activity of our European
Aerospace Group into US Dollars on a monthly basis. The balance sheet of the
European Aerospace Group is translated using the exchange rate as of the date of
the balance sheet, and for purposes of the statement of operations and statement
of cash flows we use the weighted average exchange rate for the period. The
value of our assets, liabilities, revenue, and expenses may vary materially from
one reporting period to the next solely as a result of varying exchange rates.
During fiscal 1998, 1999 and 2000, the foreign currency translation adjustments
were losses of nil, $1.1 million and $5.1 million, net of tax, respectively. We
have not entered into any hedging activity as of May 31, 2000.
At May 31, 2000, we had a net operating loss (NOL) carry forward for federal
income tax purposes of approximately $18 million, the benefits of which expire
in the tax year 2002 through the tax year 2020. The NOL created by our
subsidiaries prior to their acquisition and the NOL created as a consolidated
group or groups subsequent to a qualifying tax free merger or acquisition have
limitations related to the amount of usage by each subsidiary or consolidated
group as described in the Internal Revenue Code. As a result of these
limitations, approximately $1.5 million of the $18 million NOL will never become
available. During fiscal 2000, we recorded a valuation allowance of $4.1
million, resulting in a total valuation allowance of $6.3 million at May 31,
2000, because we are uncertain of our ability to realize a portion, or all of
the net deferred tax asset. Our ability to realize the deferred tax asset is
dependent on material increases in present levels of pre-tax income, primarily
in the U.S. We expect to achieve these increases through our continued
integration, cross selling, and other operational efficiencies, as well as other
tax strategies.
Significant Events
------------------
Acquisition of Skagit Engineering & Manufacturing, Inc.
On June 1, 1999, we acquired all of the stock of Skagit Engineering &
Manufacturing, Inc. ("Skagit") for $1.3 million in cash. Skagit is a full
service fabricator of high-performance components, assemblies, complete
structures and tooling. Skagit formed the original basis for the Engineering &
Fabrication Division of our U.S. Aerospace Group.
Acquisition of NOVA-TECH Engineering, Inc.
On May 1, 2000, we completed the acquisition of substantially all the assets and
assumed certain liabilities of NOVA-TECH Engineering, Inc. ("Nova-Tech") for
$50,000 in cash. Prior to the acquisition, we advanced $2.5 million to Nova-
Tech. Nova-Tech specializes in the designing, engineering, and building of
innovative high-productivity equipment for the aerospace industry. Nova-Tech
was incorporated into the Engineering & Fabrication Division of our U.S.
Aerospace Group.
38
<PAGE>
Exchange of Common Stock for Senior Subordinated Notes
In March, 2000 we exchanged an aggregate of $11.3 million in original principal
amount of our 11 1/4% senior subordinated notes (the "Notes") for a total of
2,902,806 shares of Common Stock in four exchange transactions (the
"Exchanges"). The Exchanges were each conducted with the same noteholder. The
issuance of the Common Stock to the noteholder in the Exchanges was exempt from
registration under Section 3(a)(9) of the Securities Act. We believe that the
noteholder resold all of the Common Stock issued in the Exchanges into the
public market prior to April 1, 2000. The effect of the Exchanges was to reduce
the outstanding principal amount of our Notes from $75 million to $63.7 million,
which substantially reduced the semi-annual interest payment on the Notes from
approximately $4.2 million to $3.6 million. The exchanges resulted in a
cumulative net of tax extraordinary gain of $703,000.
Equity Financing - Sales of Common Stock
In March 2000, we closed a private offering of 1,598,000 shares of Common Stock
to 26 accredited investors for net offering proceeds of $4,058,920 (gross
proceeds of $4,794,000, less commissions of $735,080), in a transaction exempt
from registration under Rule 506, promulgated under the Securities Act of 1933,
as amended. We subsequently filed a registration statement to register the
resale of the shares sold in the offering.
Subsequent to the end of fiscal 2000, in July 2000 we closed the first
installment of a $3.5 million private placement of Common Stock to two
accredited investors. On that date, we issued 1,142,860 shares of Common Stock
and warrants to purchase additional shares of Common Stock to the investors for
a gross amount of $2.0 million. We expect to file a registration statement on
Form S-3 with the Securities and Exchange Commission to register the resale of
the shares of Common Stock issued or issuable as a result of the transaction.
Upon effectiveness of the registration statement within sixty days after the
first closing, a second closing will occur, and the investors will pay an
additional $1.5 million and receive 857,140 additional shares of Common Stock.
The effectiveness of the Registration Statement within 60 days after the first
closing is the only condition to the second closing. See "PART II - ITEM 5 -
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS - Summer 2000 Private
Placement."
Extension of Expiration Date on Public Warrants
In May 2000, we extended the expiration date on our public warrants from July
15, 2001 to July 15, 2003. All other terms of the public warrants remained
unchanged.
Orca Technologies, Inc.
In July 1997 we guaranteed a $1.3 million line of credit between Orca
Technologies, Inc. and its principal lender. In June 1999, as guarantor of
Orca's line of credit, we advanced $300,000 for a partial repayment of the line
of credit required by the lender. In October 1999, we advanced an additional
$522,000 for another partial repayment required by the lender. During the
second quarter of fiscal 2000, we advanced $509,000, and early in the third
quarter of fiscal 2000 we advanced $82,000, which completely repaid the
guaranteed debt. During fiscal 1999, we recorded in other expense an allowance
for certain expenses and the guarantee of Orca's line of credit totaling
approximately $2.0 million. This allowance had the effect of writing off the
entire amount of our guarantee obligation prior to fiscal 2000. As a result,
the payments described above affected cash flow, but did not affect earnings
during fiscal 2000. We also reserved the entire amount of an unpaid promissory
note in the
39
<PAGE>
principal amount of $950,000 in other expense during fiscal 1998 and fiscal
1999. We do not believe that Orca is currently operating as a going concern.
New Accounting Pronouncements
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, as amended, Revenue Recognition in Financial
Statements. SAB No. 101 provides guidance for revenue recognition and the SEC
staff's views on the application of accounting principles to selected revenue
recognition issues. We will adopt the provisions of SAB No. 101 in the fourth
quarter of fiscal year 2001. We have not determined the impact the adoption of
SAB No. 101 will have on our consolidated financial statements.
In March 2000, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation. Interpretation No. 44 clarifies the application of APB Opinion No.
25 and is effective July 1, 2000. Interpretation No. 44 clarifies the definition
of "employee" for purposes of applying APB Opinion No. 25, the criteria for
determining whether a plan qualifies as a noncompensatory plan, the accounting
consequence of various modifications to the terms of a previously fixed stock
option or award, and the accounting for an exchange of stock compensation awards
in a business combination. We will adopt the provisions of FASB Interpretation
No. 44 in the first quarter of fiscal year 2001. We have not determined the
impact the adoption of Interpretation No. 44 will have on our consolidated
financial statements.
In June 1998, the FASB issued SFAS No. 133, as amended, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires the
recognition of all derivatives in the consolidated balance sheet as either
assets or liabilities measured at fair value. We will adopt the provision of
SFAS No. 133 in the first quarter of fiscal year 2002. We have not determined
the impact the adoption of SFAS No. 133 will have on our consolidated financial
statements.
40
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
We have financial instruments that are subject to interest rate risk, primarily
debt obligations issued at a fixed rate. However, fixed-rate debt obligations
issued by us are generally not callable until maturity. The fair value of such
instruments approximates their face value except for the Notes which, as of May
31, 2000, were trading on the open market for approximately 60% of face value.
We do not consider the market risk exposure for interest rates to be material.
We are subject to foreign currency exchange rate risk relating to receipts from
and payments to suppliers in foreign currencies. Since approximately 50% of the
Company transactions are conducted in foreign currency, the exchange rate risk
could be material. During fiscal 1998, 1999 and 2000, the foreign currency
translation adjustments were losses of nil, $1.1 million and $5.1 million, net
of tax, respectively. We have not entered into any hedging activity as of May
31, 2000.
We are exposed to commodity price fluctuations through purchases of aluminum,
titanium, and other raw materials. We enter into certain supplier agreements
that guarantee quantity and price of the applicable commodity to limit the
exposure to commodity price fluctuations and availability concerns. At May 31,
2000, we had purchase commitments for raw materials aggregating $4,240,000.
41
<PAGE>
ITEM 8. FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Pacific Aerospace & Electronics, Inc.:
We have audited the accompanying consolidated balance sheets of Pacific
Aerospace & Electronics, Inc. and subsidiaries as of May 31, 1999 and 2000, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended May 31, 2000.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Pacific Aerospace &
Electronics, Inc. and subsidiaries as of May 31, 1999 and 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the each of the years in the three-year period ended May 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has suffered recurring losses
from operations, which raise substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 3. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ KPMG LLP
Seattle, Washington
July 28, 2000
42
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
May 31, 1999 and 2000
<TABLE>
<CAPTION>
Assets 1999 2000
------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,134,000 2,154,000
Accounts receivable, net of allowance for doubtful accounts of
$355,000 in 1999 and $495,000 in 2000. 24,992,000 21,210,000
Inventories 24,616,000 27,849,000
Deferred income taxes 880,000 872,000
Prepaid expenses and other 2,316,000 1,668,000
------------- -------------
Total current assets 60,938,000 53,753,000
------------- -------------
Property, plant and equipment, net 45,279,000 44,076,000
------------- -------------
Other assets:
Notes receivable from related parties 1,458,000 --
Costs in excess of net book value of acquired subsidiaries, net of
accumulated amortization of $1,430,000 in 1999 and $2,659,000 in 2000. 41,052,000 38,291,000
Patents, net of accumulated amortization of $407,000 in 1999
and $509,000 in 2000. 1,255,000 1,158,000
Deferred financing costs, net of accumulated amortization of
$664,000 in 1999 and $1,433,000 in 2000. 5,029,000 3,597,000
Deferred income taxes 3,395,000 2,303,000
Other 321,000 404,000
------------- -------------
Total other assets 52,510,000 45,753,000
------------- -------------
$ 158,727,000 143,582,000
============= =============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 10,484,000 10,630,000
Accrued liabilities 5,615,000 4,589,000
Accrued interest 2,813,000 2,372,000
Current portion of long-term debt 1,278,000 1,098,000
Current portion of capital lease obligations 297,000 504,000
Line of credit -- 5,379,000
Other current liabilities 2,122,000 --
------------- -------------
Total current liabilities 22,609,000 24,572,000
Long-term liabilities:
Long-term debt, net of current portion 5,220,000 4,161,000
Capital lease obligations, net of current portion 1,615,000 1,065,000
Senior subordinated notes payable 75,000,000 63,700,000
Deferred rent and other 264,000 316,000
------------- -------------
Total liabilities 104,708,000 93,814,000
------------- -------------
Stockholders' equity (deficit):
Series B convertible preferred stock, $0.001 par value, 5,000,000 shares
authorized, 161,035 and 34,529 shares issued and outstanding at May 31,
1999 and 2000, respectively. -- --
Common stock, $0.001 par value, 100,000,000 shares authorized,
18,932,779 and 30,283,621 shares issued and outstanding at
May 31, 1999 and 2000, respectively. 19,000 30,000
Additional paid-in capital 69,276,000 83,173,000
Accumulated other comprehensive loss (1,140,000) (6,250,000)
Accumulated deficit (14,136,000) (27,185,000)
------------- -------------
Total stockholders' equity 54,019,000 49,768,000
Commitments, contingencies and subsequent event -- --
------------- -------------
$ 158,727,000 143,582,000
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
43
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended May 31, 1998, 1999 and 2000
<TABLE>
<CAPTION>
1998 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
Net sales $ 54,099,000 107,366,000 112,694,000
Cost of sales 39,487,000 86,302,000 92,063,000
------------ ------------ ------------
Gross profit 14,612,000 21,064,000 20,631,000
Operating expenses 9,872,000 22,039,000 24,533,000
------------ ------------ ------------
Income (loss) from operations 4,740,000 (975,000) (3,902,000)
------------ ------------ ------------
Other income (expense):
Interest income 110,000 532,000 97,000
Interest expense (865,000) (8,672,000) (9,959,000)
Other (853,000) (6,393,000) 33,000
------------ ------------ ------------
Total other expense (1,608,000) (14,533,000) (9,829,000)
------------ ------------ ------------
Income (loss) before income tax
benefit (expense) and extraordinary item 3,132,000 (15,508,000) (13,731,000)
Income tax benefit (expense) 482,000 2,639,000 (21,000)
------------ ------------ ------------
Net income (loss) before extraordinary item 3,614,000 (12,869,000) (13,752,000)
Extraordinary item, net of tax of $362,000 -- -- 703,000
------------ ------------ ------------
Net income (loss) 3,614,000 (12,869,000) (13,049,000)
Other comprehensive income (loss):
Foreign currency translation -- (1,727,000) (4,523,000)
Income tax benefit (expense) -- 587,000 (587,000)
Valuation of available for sale securities (436,000) 436,000 --
------------ ------------ ------------
Total other comprehensive loss (436,000) (704,000) (5,110,000)
------------ ------------ ------------
Comprehensive income (loss) $ 3,178,000 (13,573,000) (18,159,000)
============ ============ ============
Net income (loss) per share:
Basic $ 0.29 (0.74) (0.59)
Diluted 0.27 (0.74) (0.59)
Shares used in computation of net income (loss) per share:
Basic 12,486,077 17,359,491 21,955,473
Diluted 13,606,061 17,359,491 21,955,473
</TABLE>
See accompanying notes to consolidated financial statements.
44
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended May 31, 1997, 1998 and 1999
<TABLE>
<CAPTION>
Series A Series B
convertible convertible
preferred stock preferred stock Common stock
----------------------- ---------------------- --------------------
Shares Amount Shares Amount Shares Amount
----------- -------- --------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1997 50,000 $ -- -- $ -- 10,220,249 $ 10,000
Issuance of common stock -- -- -- -- 8,559 --
Sale of common stock for cash -- -- -- -- 524,000 1,000
Issuance of preferred stock, net of issuance cost $740,000 -- -- 100,000 -- -- --
Issuance of warrants -- -- -- -- -- --
Exercise of warrants for cash, net of tax effect of $99,000 -- -- -- -- 795,000 1,000
Issuance of common stock on conversion of
convertible notes and accrued interest of $154,000 -- -- -- -- 1,405,018 1,000
Exercise of options for cash -- -- -- -- 25,000 --
Issuance of common stock on conversion of preferred stock (50,000) -- -- -- 1,494,593 1,000
Unrealized loss on available for sale securities -- -- -- -- -- --
Issuance of common stock in connection with acquisition -- -- -- -- 923,304 1,000
Net income -- -- -- -- -- --
------- ------- -------- -------- ---------- --------
Balance at May 31, 1998 -- -- 100,000 -- 15,395,723 15,000
Issuance of preferred stock, net of issuance costs of
$370,000 -- -- 70,000 -- -- --
Issuance of common stock for services -- -- -- -- 590,000 1,000
Cancellation of warrants -- -- -- -- -- --
Valuation of available for sale securities -- -- -- -- -- --
Foreign currency translation adjustment, net of tax effect
of $587,000 -- -- -- -- -- --
Issuance of common stock on conversion of Series B
preferred stock -- -- (8,965) -- 545,114 --
Issuance of common stock under employee stock
purchase plan, net of related expenses of $4,000 -- -- -- -- 41,942 --
Sale of common stock for cash, net of issuance
costs of $344,000 -- -- -- -- 2,585,000 3,000
Common shares redeemed in connection with a prior
acquisition -- -- -- -- (225,000) --
Net loss -- -- -- -- -- --
------- ------- -------- -------- ---------- --------
Balance at May 31, 1999 -- -- 161,035 -- 18,932,779 19,000
Issuance of common stock under employee stock
purchase plan, net of related expenses of $12,000 -- -- -- -- 142,696 --
Sale of common stock for cash, net of issuance
costs of $788,000 -- -- -- -- 1,598,000 1,000
Issuance of warrants -- -- -- -- -- --
Exercise of warrants for cash, net -- -- -- -- 25,000 --
Issuance of common stock in exchange for senior
subordinated notes -- -- -- -- 2,902,806 3,000
Issuance of common stock on conversion of Series B
preferred stock, net of issuance costs of $60,000 -- -- (126,506) -- 6,682,340 7,000
Foreign currency translation adjustment, net of
tax effect of $587,000 -- -- -- -- -- --
Net loss -- -- -- -- -- --
------- ------- -------- -------- ---------- --------
Balance at May 31, 2000 -- $ -- 34,529 $ -- 30,283,621 $ 30,000
======= ======= ======== ======== ========== ========
<CAPTION>
Accumulated
Additional other Total
paid-in comprehensive Accumulated stockholders'
capital loss deficit equity
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Balance at May 31, 1997 30,490,000 -- (4,881,000) 25,619,000
Issuance of common stock 13,000 -- -- 13,000
Sale of common stock for cash 2,222,000 -- -- 2,223,000
Issuance of preferred stock, net of issuance cost $740,000 9,260,000 -- -- 9,260,000
Issuance of warrants 444,000 -- -- 444,000
Exercise of warrants for cash, net of tax effect of $99,00 3,723,000 -- -- 3,724,000
Issuance of common stock on conversion of
convertible notes and accrued interest of $154,000 5,518,000 -- -- 5,519,000
Exercise of options for cash 53,000 -- -- 53,000
Issuance of common stock on conversion of preferred stock (1,000) -- -- --
Unrealized loss on available for sale securities -- (436,000) -- (436,000)
Issuance of common stock in connection with acquisition 6,108,000 -- -- 6,109,000
Net income -- -- 3,614,000 3,614,000
----------- ---------- ----------- -----------
Balance at May 31, 1998 57,830,000 (436,000) (1,267,000) 56,142,000
Issuance of preferred stock, net of issuance costs of
$370,000 6,630,000 -- -- 6,630,000
Issuance of common stock for services 1,769,000 -- -- 1,770,000
Cancellation of warrants (360,000) -- -- (360,000)
Valuation of available for sale securities -- 436,000 -- 436,000
Foreign currency translation adjustment, net of tax effect
of $587,000 -- (1,140,000) -- (1,140,000)
Issuance of common stock on conversion of Series B
preferred stock -- -- -- --
Issuance of common stock under employee stock
purchase plan, net of related expenses of $4,000 72,000 -- -- 72,000
Sale of common stock for cash, net of issuance
costs of $344,000 4,823,000 -- -- 4,826,000
Common shares redeemed in connection with a prior
acquisition (1,488,000) -- -- (1,488,000)
Net loss -- -- (12,869,000) (12,869,000)
----------- ---------- ----------- -----------
Balance at May 31, 1999 69,276,000 (1,140,000) (14,136,000) 54,019,000
Issuance of common stock under employee stock
purchase plan, net of related expenses of $12,000 163,000 -- -- 163,000
Sale of common stock for cash, net of issuance
costs of $788,000 4,005,000 -- -- 4,006,000
Issuance of warrants 60,000 -- -- 60,000
Exercise of warrants for cash, net 86,000 -- -- 86,000
Issuance of common stock in exchange for senior
subordinated notes 9,650,000 -- -- 9,653,000
Issuance of common stock on conversion of Series B
preferred stock, net of issuance costs of $60,000 (67,000) -- -- (60,000)
Foreign currency translation adjustment, net of
tax effect of $587,000 -- (5,110,000) -- (5,110,000)
Net loss -- -- (13,049,000) (13,049,000)
----------- ---------- ----------- -----------
Balance at May 31, 2000 83,173,000 (6,250,000) (27,185,000) 49,768,000
========== ========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
45
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended May 31, 1998, 1999 and 2000
<TABLE>
<CAPTION>
1998 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
Cash flow from operating activities:
Net income (loss) $ 3,614,000 (12,869,000) (13,049,000)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 2,204,000 6,705,000 7,741,000
Allowance on note receivable and guarantees 250,000 2,884,000 --
Loss on restructuring of note receivable 1,038,000 -- --
Impairment of certain long lived assets -- 3,275,000 5,304,000
Unrealized loss on investment -- 4,943,000 19,000
Gain on early extinguishment of debt -- -- (703,000)
Other nonoperating expenses 152,000 750,000 (8,000)
Income tax benefit (expense) (1,200,000) (4,287,000) 151,000
Changes in operating assets and liabilities:
Accounts receivable (2,286,000) (121,000) 3,250,000
Inventories (3,387,000) 2,751,000 (3,072,000)
Prepaid expenses and other current assets 474,000 (421,000) (137,000)
Other assets (1,176,000) 1,077,000 (2,307,000)
Accounts payable, accrued liabilities and other liabilities 1,911,000 (5,059,000) (2,396,000)
------------ ------------ ------------
Net cash provided by (used in) operating activities 1,594,000 (372,000) (5,207,000)
------------ ------------ ------------
Cash flow from investing activities:
Acquisition of property, plant and equipment (6,509,000) (8,040,000) (4,867,000)
Acquisition of subsidiaries (4,318,000) (69,752,000) (1,350,000)
Issuance of notes receivable (6,261,000) (1,458,000) (1,505,000)
Other changes, net 383,000 (24,000) 49,000
------------ ------------ ------------
Net cash used in investing activities (16,705,000) (79,274,000) (7,673,000)
------------ ------------ ------------
Cash flow from financing activities:
Net borrowings (repayments) under line of credit (358,000) (1,511,000) 5,218,000
Proceeds from long-term debt 10,125,000 72,160,000 --
Payments on long-term debt and capital leases (1,503,000) (5,752,000) (2,603,000)
Proceeds from sale of common stock, net 2,223,000 4,898,000 4,169,000
Proceeds from sale of preferred stock, net 9,260,000 6,630,000 (60,000)
Proceeds from exercise of warrants 3,724,000 -- 86,000
Other changes, net 53,000 -- 24,000
------------ ------------ ------------
Net cash provided by financing activities 23,524,000 76,425,000 6,834,000
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents 8,413,000 (3,221,000) (6,046,000)
Effect of exchange rates on cash -- (106,000) 66,000
Cash and cash equivalents at beginning of year 3,048,000 11,461,000 8,134,000
------------ ------------ ------------
Cash and cash equivalents at end of year $ 11,461,000 8,134,000 2,154,000
============ ============ ============
Supplemental cash flow:
Cash paid during the year for:
Interest $ 712,000 5,296,000 9,563,000
Income taxes 521,000 411,000 2,232,000
Acquisition of subsidiaries:
Fair value of assets acquired and resulting goodwill, excluding cash 10,034,000 86,593,000 9,801,000
Liabilities assumed 3,925,000 16,811,000 5,814,000
Common stock issued 6,109,000 -- --
Noncash investing and financing activities:
Seller financed acquisition of property, plant and equipment 3,336,000 241,000 --
Conversion of notes and accrued interest to common stock 5,519,000 -- 11,457,000
Restructuring of certain notes receivable for an investment in
common stock 6,053,000 -- --
Other noncash investing and financing activities 889,000 -- --
Reclassification of property, plant and equipment to other assets -- 1,217,000 --
</TABLE>
See accompanying notes to consolidated financial statements.
46
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(1) Description of Business and Basis of Presentation
(a) Description of Business
Pacific Aerospace & Electronics, Inc., headquartered in Wenatchee,
Washington, is an international engineering and manufacturing company
which develops, manufactures and markets high performance electronic
and metal components and assemblies for the aerospace, defense,
electronics, medical, energy, telecommunications, and transportation
industries. The consolidated financial statements include the accounts
of Pacific Aerospace & Electronics, Inc. and its wholly-owned
subsidiaries (collectively, the "Company").
(b) Basis of Presentation
These consolidated financial statements are prepared in accordance
with generally accepted accounting principles (GAAP) in the United
States of America (U.S.) and present the financial position, results
of operations and changes in financial position of the Company. All
material intercompany balances and transactions have been eliminated
in consolidation.
Certain 1998 and 1999 amounts have been reclassified to conform with
the 2000 presentation.
(2) Summary of Significant Accounting Principles
(a) Cash and Cash Equivalents
Cash and cash equivalents consist of cash, demand deposits with banks
and highly liquid investments with maturity dates at purchase of three
months or less.
(b) Inventories
Inventories are stated at the lower of cost, primarily determined by
the first-in, first-out method, or market (replacement cost for raw
materials and net realizable value for work in progress and finished
goods).
(c) Property, Plant and Equipment
Property, plant and equipment are stated at cost. Property, plant and
equipment under capital leases are stated at the lower of the fair
market value of the assets or the present value of minimum lease
payments at the inception of the leases.
Depreciation and amortization are calculated using the straight-line
method over the estimated useful lives of the owned assets ranging
from 5 years for certain machinery and equipment to 40 years for
certain buildings. Property, plant and equipment held under capital
leases are amortized using the straight-line method over the shorter
of the estimated useful lives of the assets or the lease terms,
ranging from 7 to 10 years.
47
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
Expenditures for maintenance and repairs are charged to expense as
incurred. Upon sale or retirement, the cost and related accumulated
depreciation or amortization are removed from the accounts and any
resulting gain or loss is reflected in other income or expense.
(d) Intangible Assets
Costs in excess of net book value of acquired subsidiaries are
amortized using the straight-line method over a period ranging from 10
to 40 years from the date of acquisition.
Patents are amortized using the straight-line method over the
estimated useful lives of the patents ranging from 10 to 17 years.
Deferred financing costs were incurred in connection with the Senior
Subordinated Note offering and are being amortized using the straight-
line method over the seven-year life of the notes.
(e) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
Of
Long-lived assets and certain identifiable intangibles are reviewed
for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered
to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceed the fair
value of the assets. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell.
(f) Revenue Recognition
Revenue is primarily recognized when products are shipped to customers
and when services are performed.
(g) Research and Development
Research and development costs are expensed as incurred and are
included in cost of sales.
(h) Income Taxes
The Company follows the asset and liability method of accounting for
income taxes. Under the asset and liability method of accounting for
income taxes, deferred tax assets and liabilities are recognized based
on the estimated future tax consequences attributable to differences
between the consolidated financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax
rates in effect for the year in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in the period
that includes the enactment date.
48
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(i) Stock-Based Compensation
The Company follows the provisions of Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation. This statement permits a company to choose either a new
fair-value method or the Accounting Principles Board (APB) Opinion No.
25, Accounting for Stock Issued to Employees, intrinsic-value based
method of accounting for stock-based compensation arrangements. SFAS
No. 123 requires pro forma disclosure of net income (loss) and
earnings (loss) per share computed as if the fair-value based method
had been applied in financial statements of companies that continue to
account for such arrangements under APB Opinion No. 25. The Company
has elected to continue to record stock-based compensation using the
APB Opinion No. 25 intrinsic-value-based method and, therefore, the
adoption of SFAS No. 123 has not significantly impacted the Company's
financial positions, results of operations, or liquidity.
(j) Net Income (Loss) Per Share
Basic income (loss) per share is computed using the weighted average
number of common shares outstanding during the period. Diluted income
(loss) per share is computed using the weighted average number of
common and dilutive common equivalent shares outstanding during the
period using the treasury stock method. As the Company had a net loss
for the years ended May 31, 1999 and 2000, basic and diluted net loss
per share are the same.
(k) Foreign Currency
The functional currency of the Company's foreign subsidiaries is the
local currency of the country in which the subsidiary is incorporated.
Assets and liabilities of foreign operations are translated into U.S.
dollars using rates of exchange in effect at the end of the reporting
period. Income and expense accounts are translated into U.S. dollars
using average rates of exchange during the reporting period. The net
gain or loss resulting from translation is shown as a foreign currency
translation adjustment and is included in accumulated other
comprehensive income (loss) in stockholders' equity. Gains and losses
from foreign currency transactions are included in other income or
expense in the consolidated statements of operations. There were no
significant foreign currency transaction gains or losses for the years
ended May 31, 1998, 1999 and 2000.
(l) Comprehensive Income (Loss)
The Company follows the provisions of SFAS No. 130, Reporting
Comprehensive Income, which establishes standards for the reporting
and disclosure of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of consolidated financial
statements. The Company's other comprehensive income (loss) primarily
consists of the valuation of available-for-sale securities and foreign
currency translation adjustments.
49
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(m) Use of Estimates
The preparation of consolidated financial statements in conformity
with GAAP 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 consolidated
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(n) New Accounting Pronouncements
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) No. 101, as amended, Revenue
Recognition in Financial Statements. SAB No. 101 provides guidance for
revenue recognition and the SEC staff's views on the application of
accounting principles to selected revenue recognition issues. We will
adopt the provisions of SAB No. 101 in the fourth quarter of fiscal
year 2001. We have not determined the impact the adoption of SAB No.
101 will have on our consolidated financial statements.
In March 2000, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 44, Accounting for Certain Transactions Involving
Stock Compensation. Interpretation No. 44 clarifies the application of
APB Opinion No. 25 and is effective July 1, 2000. Interpretation No.
44 clarifies the definition of "employee" for purposes of applying APB
Opinion No. 25, the criteria for determining whether a plan qualifies
as a noncompensatory plan, the accounting consequence of various
modifications to the terms of a previously fixed stock option or
award, and the accounting for an exchange of stock compensation awards
in a business combination. We will adopt the provisions of FASB
Interpretation No. 44 in the first quarter of fiscal year 2001. We
have not determined the impact the adoption of Interpretation No. 44
will have on our consolidated financial statements.
In June 1998, the FASB issued SFAS No. 133, as amended, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires
the recognition of all derivatives in the consolidated balance sheet
as either assets or liabilities measured at fair value. We will adopt
the provision of SFAS No. 133 in the first quarter of fiscal year
2002. We have not determined the impact the adoption of SFAS No. 133
will have on our consolidated financial statements.
50
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(3) Going Concern
The Company's consolidated financial statements have been prepared assuming
the Company will continue as a going concern.
Cash and cash equivalents decreased from $8,134,000 as of May 31, 1999 to
$2,154,000 as of May 31, 2000. Cash used in operating activities was
$5,207,000 for fiscal year 2000 compared to cash used in operating
activities of $372,000 in fiscal year 1999. The Company's future success
will depend heavily on its ability to generate cash from operating
activities and to meet its obligations as they become due. The Company is
focusing on initiatives that specifically address the need to increase cash
provided by operating activities. Some of these initiatives include, but
are not limited to possible staff reductions, reduced product line
offerings, selling of excess inventory, and general and administrative cost
controls. If the Company is not sufficiently successful in increasing cash
provided by operating activities, it may need to sell additional common
stock or sell assets outside of the ordinary course of business in order to
meet its obligations. There is no assurance that the Company will be able
to achieve sufficient cash from operations, to sell additional common
stock, or to sell our assets for amounts in excess of book value. See notes
9 and 23 for additional disclosures about the Company's potential future
sources of cash.
The Company believes that its current cash balances, credit facilities,
proceeds from the summer 2000 equity placement, and cash from operations
may be sufficient to meet its operating cash requirements and to fund
budgeted capital expenditures in fiscal year 2001. However, the Company may
determine that it needs to obtain additional cash during fiscal year 2001.
The Company's actual cash needs will depend on many unpredictable factors,
including: cash generated from or used by operations, interest due on
variable rate debt, early repayment of debt or other unexpected cash
expenditures, capital expenditures required to remain competitive, cash
required for acquired companies, future acquisitions, if any, and financing
transaction costs. As a result of these factors, the Company cannot predict
accurately the amount or timing of future cash needs. If the Company cannot
obtain sufficient cash if and when needed, the Company may be unable to
fund all obligations as they become due or at all. Should the Company need
to dispose of assets to generate cash, the Company can offer no assurance
that the carrying values will be realizable upon liquidation outside the
ordinary course of business. The Company's ability to obtain additional
cash if and when needed could have a material adverse effect on its
financial position, results of operations and its ability to continue in
existence. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
(4) Impairment of Long-Lived Assets
Included in operating expenses in the years ended May 31, 1999 and 2000 are
$4.9 million and $5.2 million in non-cash charges related to the impairment
of long-lived assets, primarily goodwill. The Company reviews long-lived
assets and identifiable intangibles for potential impairment of value
whenever events or changes in circumstances indicate that the carrying
amount of those assets may not be recoverable. During the year ended May
31, 2000 due to continuing losses and weaknesses in the commercial
aerospace and transportation industries, the Company's evaluation resulted
in the realization of a $4.6 million impairment of goodwill and a $600,000
property impairment related to the Company's U.S. Aerospace Group. The
Company will continue to evaluate the assets, especially in the U.S.
Aerospace Group, on a quarterly basis, until such time as the divisions the
Company's become consistently profitable. Future evaluations could result
in additional impairment charges for goodwill and property, plant and
equipment.
51
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(5) Segment Information and Concentration of Risk
The Company is organized into three operational segments, "U.S. Aerospace, "
"European Aerospace," and "U.S. Electronics." The Aerospace segments are
primarily comprised of machined, formed and cast metal product operations. Net
sales of the Aerospace segments include sales to customers in the aerospace,
defense and transportation industries. Net sales of the Electronics segment also
include sales to customers in the aerospace and defense industries.
Historically, these segments have been cyclical and sensitive to general
economic and industry specific conditions. In particular, the aerospace
industry, in recent years, has been adversely affected by a number of factors,
including reduced demand for commercial aircraft, a decline in military
spending, postponement of overhaul and maintenance of aircraft, increased fuel
and labor costs, increased regulations, and intense price competition, among
other factors. In addition, there is no assurance that general economic
conditions will not lead to a downturn in demand for core components and
products of the Company, in each of its operational segments.
Presented below is the Company's operational segment information. In addition,
all operational segments identified as "U.S." and Corporate are located within
the U.S. while the operations and assets of the "European Aerospace" segment are
located within the United Kingdom. Identifiable assets are those assets used in
the Company's operations in each segment, and do not include advances or loans
between the business segments. Corporate assets are identified below, and no
allocations were necessary for assets used jointly by the segments.
Year ended May 31, 1998:
<TABLE>
<CAPTION>
Corporate,
U.S. European U.S. other and
Aerospace Aerospace Electronics eliminations Total
------------ ----------- ------------- -------------- ------------
<S> <C> <C> <C> <C>
Net sales to customers $ 34,146,000 -- 19,953,000 -- 54,099,000
Net sales between segments 162,000 -- 5,000 (167,000) --
Income (loss) from operations 4,665,000 -- 2,454,000 (2,379,000) 4,740,000
Identifiable assets 29,761,000 -- 28,943,000 19,876,000 78,580,000
Capital expenditures 4,212,000 -- 1,333,000 4,745,000 10,290,000
Depreciation and amortization 1,301,000 -- 855,000 48,000 2,204,000
Interest income -- -- 46,000 64,000 110,000
Interest expense 381,000 -- 104,000 380,000 865,000
</TABLE>
52 (Continued)
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
Year ended May 31, 1999:
<TABLE>
<CAPTION>
Corporate,
U.S. European U.S. other and
Aerospace Aerospace Electronics eliminations Total
------------ ----------- ------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales to customers $ 31,096,000 52,814,000 23,456,000 -- 107,366,000
Net sales between segments 239,000 -- -- (239,000) --
Income (loss) from operations 2,148,000 7,468,000 (6,220,000) (4,371,000) (975,000)
Identifiable assets 26,655,000 90,125,000 21,735,000 20,212,000 158,727,000
Capital expenditures 2,438,000 1,679,000 2,541,000 2,453,000 9,611,000
Depreciation and amortization 1,659,000 3,170,000 1,684,000 192,000 6,779,000
Interest income -- 17,000 19,000 496,000 532,000
Interest expense 419,000 3,516,000 202,000 4,535,000 8,672,000
</TABLE>
Year ended May 31, 2000:
<TABLE>
<CAPTION>
Corporate,
U.S. European U.S. other and
Aerospace Aerospace Electronics eliminations Total
------------ ----------- ------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales to customers $ 31,483,000 56,913,000 24,298,000 -- 112,694,000
Net sales between segments 351,000 -- -- (351,000) --
Income (loss) from operations (5,820,000) 2,628,000 6,245,000 (6,955,000) (3,902,000)
Identifiable assets 32,553,000 75,585,000 23,018,000 12,426,000 143,582,000
Capital expenditures 1,518,000 1,254,000 1,300,000 795,000 4,867,000
Depreciation and amortization 2,235,000 3,702,000 1,367,000 437,000 7,741,000
Interest income -- 35,000 -- 62,000 97,000
Interest expense 353,000 4,349,000 129,000 5,128,000 9,959,000
</TABLE>
The Company had net sales to two customers, each comprising greater than
10% of net sales, aggregating 45% in the year ended May 31, 1998. The
Company had net sales to one customer comprising greater than 10% of net
sales, aggregating 12% in the year ended May 31, 1999. The Company had net
sales to one customer comprising an amount equal to 10% of net sales in the
year ending May 31, 2000.
53 (Continued)
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
The Company had accounts receivable from one customer comprising greater
than 10% of accounts receivable, aggregating 11% as of May 31, 1999. The
Company had accounts receivable from two customers comprising greater than
10% of accounts receivable, aggregating 11% and 12% as of May 31, 2000.
Credit is extended to customers based on an evaluation of their financial
condition and collateral is generally not required.
The Company currently purchases aluminum and other raw materials from a
limited number of suppliers. Although there are a limited number of
potential suppliers of such raw materials, management believes that other
suppliers could provide these raw materials on comparable terms. A change
in suppliers, however, could cause a delay in manufacturing, increased
costs, and a possible loss of sales, which could have a material adverse
effect on the manufacturing and delivery of the Company's products. The
Company purchased $2,723,000, $2,772,000 and $2,656,000 from one supplier
during the years ended May 31, 1998, 1999 and 2000, respectively.
The Company purchases other raw materials, of lesser significance, which
are available from a limited number of suppliers.
At May 31, 2000, the Company had purchase commitments for raw materials
aggregating $4,240,000.
(6) Business Acquisitions
Effective for accounting purposes in February 1998, the Company acquired
substantially all of the assets and assumed certain liabilities of PCC
Composites, Inc.'s operating unit, Balo Precision Parts. The purchase price
consisted of $2.25 million in cash and resulted in costs in excess of net
book value of $1,029,000.
Effective for accounting purposes in March 1998, the Company acquired
substantially all assets and certain liabilities of Electronic Specialty
Corporation and its wholly-owned subsidiary, Displays & Technologies, Inc.
(collectively "ESC"). The purchase price consisted of $2.0 million in cash,
923,304 shares of the Company's common stock valued at $6,109,000, and
acquisition costs of $77,000 for a total of $8,186,000.
The purchase price and related acquisition costs were allocated as follows:
Current assets $ 4,066,000
Equipment 4,364,000
Other noncurrent assets 50,000
Cost in excess of net book value 3,631,000
Liabilities assumed (3,925,000)
-----------
Total $ 8,186,000
===========
54 (Continued)
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
During the year ended May 31, 1999, the Company made claims against the
previous owner of ESC based on certain representations and warranties in
the purchase agreement. In April 1999, the previous owner of ESC agreed to
return 225,000 of the Company's common shares previously received in the
acquisition.
In July 1998, the Company purchased all of the outstanding stock of Aeromet
International PLC ("Aeromet"). The purchase price consisted of
(Pounds)42,000,000 (approximately $68,875,000) in cash and acquisition
costs of $542,000 for a total of $69,417,000.
The purchase price and related acquisition costs were allocated as follows:
Current assets $ 27,529,000
Equipment 18,177,000
Cost in excess of net book value 39,884,000
Liabilities assumed (16,173,000)
------------
Total $ 69,417,000
============
Effective for accounting purposes in June 1999, the Company acquired all of
the outstanding stock of Skagit Engineering & Manufacturing, Inc.
("Skagit") for $1,300,000 in cash.
The purchase price was allocated as follows:
Current assets $ 1,551,000
Property, plant and equipment 1,369,000
Cost in excess of net book value 1,683,000
Liabilities assumed (3,303,000)
------------
Total $ 1,300,000
============
Effective for accounting purposes in May 2000, the Company acquired
substantially all of the assets and assumed certain liabilities of Nova-
Tech Engineering, Inc. ("Nova-Tech"). The purchase price consisted of
$2,500,000 in the forgiveness of a note receivable, intercompany accounts
receivable of $137,000, and $50,000 cash for a total of $2,687,000.
The purchase price was allocated as follows:
Current assets $ 873,000
Furniture and equipment 387,000
Cost in excess of net book value 3,938,000
Liabilities assumed (2,511,000)
------------
Total $ 2,687,000
============
55 (Continued)
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
The business combinations described above have been accounted for using the
purchase method. Accordingly, assets and liabilities have been recorded at
their fair value at acquisition date. Operating results of these acquired
companies are included in the Company's consolidated statements of
operations from the respective acquisition dates. In fiscal year 2000,
subsequent to the business combinations, costs in excess of net book value
of acquired subsidiaries in the amounts of $1,000,000 of goodwill relating
to Skagit and $2,400,000 relating to Nova-Tech, were written off due to
impairment. In fiscal year 1999, costs in excess of net book value in the
amount of $2,033,000 of goodwill relating to ESC were written off due to
impairment. Amounts written off are included in operating expense.
The following summary, prepared on a pro forma basis, presents the
unaudited consolidated condensed results of operations of the Company, as
if the fiscal years 1999 and 2000 business acquisitions were made as of the
first day of the immediately preceding fiscal year in which the entities
were acquired. There are no material adjustments which impact the summary.
<TABLE>
<CAPTION>
Year ended May 31
(unaudited)
-----------------------------
1999 2000
------------ ------------
<S> <C> <C>
Net sales $133,623,000 117,965,000
Income (loss) from operations 1,846,000 (11,457,000)
Net income (loss) (15,863,000) (17,302,000)
Net income (loss) per share:
Basic (0.91) (0.79)
Diluted (0.91) (0.79)
Shares used in computation of net income (loss) per share:
Basic 17,359,491 21,955,473
Diluted 17,359,491 21,955,473
</TABLE>
The pro forma results are not necessarily indicative of the actual results
of operations that would have occurred had the transactions been
consummated as of the date indicated nor are they intended to indicate
results that may occur in the future.
56
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(7) Inventories
Inventories at May 31 consist of the following:
<TABLE>
1999 2000
------------- -------------
<S> <C> <C>
Raw materials $ 7,374,000 7,176,000
Work in progress 11,478,000 13,580,000
Finished goods 5,764,000 7,092,000
------------- -------------
$ 24,616,000 27,849,000
============= =============
</TABLE>
(8) Property, Plant and Equipment
Property, plant and equipment, including assets under capital lease
arrangements, at May 31 consist of the following:
<TABLE>
1999 2000
------------- -------------
<S> <C> <C>
Land $ 2,028,000 2,046,000
Buildings 8,765,000 8,687,000
Leasehold improvements 2,285,000 3,509,000
Machinery and equipment 38,687,000 52,213,000
Furniture and fixtures 3,099,000 2,998,000
------------- -------------
54,864,000 69,453,000
Less accumulated depreciation and amortization 10,295,000 26,301,000
------------- -------------
44,569,000 43,152,000
Construction and purchases in progress 710,000 924,000
------------- -------------
$ 45,279,000 44,076,000
============= =============
</TABLE>
The Company recognized depreciation of property, plant and equipment of
$1,851,000, $5,448,000 and $5,941,967 during the years ended May 31, 1998,
1999 and 2000, respectively.
Included in property, plant and equipment are costs of $3,244,000 and
$5,874,479 and related accumulated amortization of $893,000 and $1,049,000
recorded under capital leases at May 31, 1999 and 2000, respectively.
In December 1998, the Company entered into an agreement giving it the
option to purchase three parcels of land that make up the Wenatchee campus
for $5.4 million. The purchase of the first parcel was completed in early
February 1999. If the Company exercises its options to purchase both of the
remaining two parcels, the purchase of the second parcel is expected to
close in December 2000 and the third is expected to close in August 2001.
57
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(9) Credit Facility
The Company has a credit facility with a bank consisting of (a) a revolving
working capital line of credit of up to $6,300,000 which expires in
September 2000 (the "Line of Credit"), (b) a capital equipment acquisition
credit facility of up to $2,000,000 which expires in June 2008 (the
"Equipment Line"), and (c) a term loan of approximately $700,000 which
expires in March 2008 (the "Construction Loan"). As of May 31, 2000, the
Line of Credit had an outstanding balance of $5,379,000, the Equipment Line
had an outstanding balance of $1,156,000 and the Construction Loan had an
outstanding balance of $658,000. Borrowings under the credit facilities
bear interest at variable rates ranging from 8.2% to 9.5% at May 31, 2000,
and are secured by inventories, accounts receivable, and certain equipment
and building improvements. The agreement contains restrictive covenants
related to working capital, net worth and debt service coverage. Management
believes the Company is in compliance with these covenants at May 31, 2000.
The Company also has a (Pounds)3,500,000 line of credit with a bank in the
U.K. which expires in November 2000. Borrowings under the line of credit
bear interest at variable rates. At May 31, 2000, there were no borrowings
outstanding on the line of credit.
The Company is currently in negotiations with its lenders to renew these
credit facilities. If the Company is unable to extend the lines of credit,
or if borrowing limits are decreased, or if suitable alternative sources of
financing are not obtained, it could have a material adverse effect on the
Company's financial position, results of operations and its ability to
continue in existence.
In connection with the acquisition of Nova-Tech, the Company assumed a
revolving working capital line of credit. The outstanding balance was
repaid in full and was not renewed.
58
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(10) Long-Term Debt
Long-term debt at May 31 consists of the following:
<TABLE>
1999 2000
------------ -------------
<S> <C> <C>
Industrial revenue bond payable to a bank in monthly installments of $19,200,
including interest at 8.12%, through July 2004 $ 961,000 787,000
Note payable to a bank in monthly installments of $7,000, including interest
at LIBOR plus 2% (8.65% at May 31, 2000), with the remaining principal
balance due in full in March 2008 685,000 658,000
Subordinated note payable to the City of Entiat in monthly installments of
$7,300, including interest at 8%, with the principal balance due in full in
May 2001 457,000 410,000
Note payable to bank in monthly principal installments of $5,000 plus interest
at the 30-day commercial paper rate plus 3.25% (9.82% at May 31, 2000)
through March 31, 2003 205,000 145,000
Notes payable to a financing company for certain equipment in aggregate
monthly installments of $58,000, including interest at 9% to 10.9%, with
maturity dates through 2004 2,220,000 1,701,000
Other notes payable for vehicles and certain equipment in aggregate monthly
installments of $22,000, including interest at 1.9% to 10.5% with maturity
dates through December 2003 786,000 402,000
Note payable to a bank in monthly installments of $10,127, including interest
at LIBOR plus 2.25% (8.90% at May 31, 2000) through June 2008 1,184,000 1,156,000
----------- ------------
6,498,000 5,259,000
Less current portion 1,278,000 1,098,000
----------- ------------
Long-term debt, net of current portion $ 5,220,000 4,161,000
=========== ============
</TABLE>
The industrial revenue bond agreement and a certain note payable to a bank
require, among other items, that the Company maintain minimum working
capital, tangible net worth and debt to tangible net worth ratios.
Management believes the Company is in compliance with these covenants at
May 31, 2000.
59
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
Scheduled principal maturities of long-term debt at May 31, 2000 are as
follows for each of the following fiscal year-ends:
<TABLE>
<S> <C>
2001 $ 1,098,000
2002 993,000
2003 863,000
2004 602,000
2005 157,000
Thereafter 1,546,000
-----------
$ 5,259,000
===========
</TABLE>
Long-term debt is secured by substantially all assets of the Company and,
in certain circumstances, through personal guarantees of certain
stockholders.
(11) Senior Subordinated Notes Payable
In July 1998, the Company completed a $75 million debt offering of 11 1/4%
Senior Subordinated Notes (the "Notes") due in August 2005 (the
"Offering"). The Notes are unconditionally guaranteed on a senior
subordinated basis by the Company's U.S. subsidiaries. The net proceeds
from the Offering were used to finance the acquisition of Aeromet.
Interest on the Notes is payable semiannually on February 1 and August 1 of
each year. The Notes may be redeemable at the option of the Company, in
whole or in part, on or after August 1, 2003 at the redemption price as
defined in the agreement. In addition, on or before August 1, 2001, the
Company may redeem up to 20% of the Notes at a redemption price of 111.25%
of the principal amount plus accrued and unpaid interest.
Under provisions of the indenture applicable to the Notes, the Company is
limited in its ability to incur additional indebtedness or issue
Disqualified Capital Stock, pay dividends or make other distributions,
create certain liens on assets, sell certain assets and stock of
subsidiaries, enter into certain transactions with affiliates, and effect
certain mergers and consolidations. The Company is also subject to certain
restrictive covenants and is required to maintain certain financial ratios
in connection with the Notes. Management believes the Company is in
compliance with these covenants at May 31, 2000.
In March 2000, the Company exchanged an aggregate of $11.3 million in
original principal amount of the Notes for a total of 2,902,806 shares of
common stock. This exchange was accounted for as an early extinguishment of
debt, and as such, a net of tax gain of $703,000 has been recorded in the
financial statements as an extraordinary item.
60
<PAGE>
PACIFIC AEROSPACE & ELECTRONIC, INC.
AND SUBSIDIARIES
Noted to Consolidated Financial Statements
May 31, 1999 and 2000
(12) Leasing Arrangements
(a) Capital Leases
The Company leases certain property, plant and equipment under capital
lease agreements that expire at various dates through 2008. Capital
lease obligations are secured by the underlying leased assets.
Aggregate minimum payments to be made under these agreements at May
31, 2000 are as follows for each of the following fiscal year-ends:
<TABLE>
<S> <C>
2001 $ 565,000
2002 369,000
2003 303,000
2004 281,000
2005 209,000
Thereafter 174,000
--------------
1,901,000
Less amounts representing interest ranging from 6% to 16% 332,000
--------------
Present value of net minimum capital lease obligations 1,569,000
Less current portion 504,000
--------------
Capital lease obligations, less current portion $ 1,065,000
==============
</TABLE>
(b) Operating Leases
The Company leases certain property, plant and equipment under
operating lease agreements that expire at various dates through 2018.
Aggregate minimum rental payments to be made under these agreements at
May 31, 2000 are as follows for each of the following fiscal year-
ends:
<TABLE>
<S> <C>
2001 $ 4,191,000
2002 3,523,000
2003 3,375,000
2004 2,608,000
2005 2,419,000
Thereafter 23,854,000
--------------
$ 39,970,000
==============
</TABLE>
Total rent expense during the years ended May 31, 1998, 1999 and 2000
amounted to $788,000, $3,356,000 and $4,191,000, respectively.
61 (Continued)
<PAGE>
PACIFIC AEROSPACE & ELECTRONIC, INC.
AND SUBSIDIARIES
Noted to Consolidated Financial Statements
May 31, 1999 and 2000
(13) Common Stock
In July 1996, the Company conducted a public offering of 2,250,000 units,
each unit composed of one share of the Company's common stock and a warrant
to purchase a share of the Company's common stock, at a price of $3.125 per
unit. At May 31, 1999 and 2000, all of these public warrants were
outstanding. In May 2000, the Company extended the expiration date of the
public warrants to July 15, 2003. In addition, the Company issued warrants
to two underwriters for the purchase of an additional 225,000 units at
$3.75 per unit. Each unit is composed of one share of the Company's common
stock and a warrant to purchase one share of the Company's common stock.
The warrants entitled the holder to purchase one share of common stock at
$4.6875 per share, exercisable any time through July 2001. During the year
ended May 31, 1998, 45,000 of the underwriters' warrants were exercised for
45,000 units. No underwriter warrants were exercised during the years ended
May 31, 1999 and 2000.
In November 1997, the Company closed a private offering of $6,408,000,
before expenses of $320,000, in common stock and notes payable to three
accredited investors. The Company subsequently filed a registration
statement, which was declared effective, registering for resale the 524,000
shares of common stock sold in the offering. The outstanding balance of the
notes payable was repaid in full during the year ended May 31, 1999.
In November 1998, the Company sold 2,585,000 shares of its common stock in
a private offering to institutional investors. Proceeds from the offering
totaled $5,170,000 before expenses of $344,000.
In March 2000, the Company sold 1,598,000 shares of its common stock to 26
accredited investors for $4,794,000 before expenses of $788,000. The
Company subsequently filed a registration statement, which was declared
effective, registering for resale the 1,598,000 shares of common stock sold
in the offering.
(14) Convertible Preferred Stock
(a) Series A Convertible Preferred Stock
In February 1997, the Company sold 50,000 shares of Series A
convertible preferred stock (Series A) in a private placement for
$5,000,000, and incurred related offering costs of $519,000, resulting
in net proceeds of $4,481,000. At May 31, 1998, all of the shares of
Series A had been converted into 1,494,593 shares of common stock.
(b) Series B Convertible Preferred Stock
In May 1998, the Company sold 100,000 shares of Series B convertible
preferred stock (Series B) for $100 per share, and issued warrants to
purchase 138,888 shares of common stock, in a private offering, which
resulted in gross proceeds of $10.0 million, less related offering
costs of $740,000 for net proceeds of $9,260,000. In addition, the
purchasers deposited $7.0 million in an escrow account which,
subsequent to the closing of the purchase of Aeromet, was exchanged by
the Company for 70,000 additional shares of Series B and additional
warrants to purchase 97,221 shares
62 (Continued)
<PAGE>
PACIFIC AEROSPACE & ELECTRONIC, INC.
AND SUBSIDIARIES
Noted to Consolidated Financial Statements
May 31, 1999 and 2000
of common stock. Net proceeds to the Company, subsequent to offering
costs of $370,000, were $6,630,000.
Upon conversion of shares of Series B, the holder will receive the
number of shares of common stock equal to $100 divided by the then
applicable conversion price of the Series B. The conversion price of
the Series B at May 31, 2000 is equal to the lower of (a) $7.20 per
share, or (b) the average of the three lowest closing bid prices per
share of the common stock over the 22 trading days before conversion.
No holder of Series B is entitled to voluntarily convert Series B that
would cause the holder to own more than 9.9% of the Company's total
outstanding common stock at any one time. Any Series B outstanding on
May 2003 will be automatically converted into common stock at the
then-applicable conversion price.
Series B has a liquidation preference equal to the greater of the sum
of $100 per Series B share and any declared but unpaid dividends or
the amount the holder would be entitled to if the Series B were
converted to common stock at the then applicable conversion rate.
Dividends on Series B are based on the discretion of the board of
directors and no dividends on the Series B have been declared or paid
as of May 31, 2000. If a dividend is declared or paid on common stock,
other than in shares of common stock, Series B holders are entitled to
a dividend per share of Series B equal to the amount which would be
received as if the Series B were converted to common stock at the then
applicable conversion rate. The Company may redeem the Series B at a
redemption price of $115 per share under certain circumstances.
As of May 31, 1999 and 2000, 8,965 and 135,471 shares, respectively,
of Series B have been converted into 545,114 and 7,227,454 shares,
respectively, of common stock.
(15) Warrants
The Company periodically issues warrants to purchase common shares in
connection with common stock, preferred stock, debt and certain consulting
services. A summary of the Company's warrants, excluding warrants issued in
connection with the public offering in July 1996, is as follows:
<TABLE>
<CAPTION>
Weighted
average price
Warrants of shares
------------ --------------
<S> <C> <C>
Balance at May 31, 1997 497,500 $ 4.34
Granted 1,928,888 4.74
Exercised (750,000) 4.61
------------ --------------
Balance at May 31, 1998 1,676,388 4.36
Granted 97,221 7.20
Canceled (1,290,000) 4.62
------------ --------------
Balance at May 31, 1999 483,609 4.24
Granted 200,000 6.50
Exercised (25,000) 3.45
------------ --------------
Balance at May 31, 2000 658,609 $ 4.96
============ ==============
</TABLE>
63 (Continued)
<PAGE>
PACIFIC AEROSPACE & ELECTRONIC, INC.
AND SUBSIDIARIES
Noted to Consolidated Financial Statements
May 31, 1999 and 2000
The following summarizes warrants outstanding, excluding warrants issued in
connection with the public offering in July 1996, at May 31, 2000:
<TABLE>
<CAPTION>
Warrants outstanding and exercisable
-----------------------------------------------
Weighted
average Weighted
Range of remaining average
Exercise Number contractual exercise
prices outstanding life price
-------------- --------------- --------------- ------------
<S> <C> <C> <C>
$ 2.00 - 4.00 235,000 3.39 years $ 2.47
4.01 - 6.00 87,500 2.53 years 5.20
6.01 - 8.00 286,109 3.81 years 7.25
8.01 - 10.00 50,000 2.92 years 9.50
--------------
658,609
==============
</TABLE>
(16) Compensation Plans
(a) Long-Term Investment and Incentive Plan
The Company has two long-term stock investment and incentive plans.
The "1996 Plan" awards directors, officers, key employees and other
key individuals with stock options, stock appreciation rights, stock
and cash bonuses, restricted stock, or performance units. Under the
1996 Plan, the exercise price of options issued is not less than fair-
market value at the date of grant. In October 1999, the Company
adopted the "1999 Plan" which effectively reserved an additional
4,000,000 shares of common stock for issuance. The 1999 Plan is
identical to the 1996 Plan in form with exception to certain
provisions stipulating the expiration of options granted to employees
who are subsequently terminated. Options expire ten years from the
grant date under both plans.
As of May 31, 1999 and 2000, the Company had not issued any stock
appreciation rights, stock and cash bonuses, restricted stock, or
performance units under either plan.
64 (Continued)
<PAGE>
PACIFIC AEROSPACE & ELECTRONIC, INC.
AND SUBSIDIARIES
Noted to Consolidated Financial Statements
May 31, 1999 and 2000
As the Company applies APB Opinion No. 25 and related interpretations in
accounting for its option plans, no compensation costs have been recognized
for stock options issued to employees. Had compensation costs for stock
options been determined consistent with SFAS No. 123, the results of the
Company would have been adjusted to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
1998 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
Net income (loss):
As reported $ 3,614,000 (12,869,000) (13,049,000)
Pro forma 2,478,000 (14,962,000) (14,477,000)
Net income (loss) per share:
As reported:
Basic 0.29 (0.74) (0.59)
Diluted 0.27 (0.74) (0.59)
Pro forma:
Basic 0.20 (0.86) (0.66)
Diluted 0.18 (0.86) (0.66)
Shares used in computation of
net income (loss) per share:
Basic 12,486,077 17,359,491 21,955,473
Diluted 13,606,061 17,359,491 21,955,473
</TABLE>
The fair value of the options granted during 1998, 1999 and 2000 is
estimated as $3,007,000, $474,340 and $1,253,000, respectively, using the
Black-Scholes option-pricing model with the following assumptions on the
date of grant: zero percent dividend yield, expected volatility from 24% to
122%, risk-free interest rate from 5.5% to 6.6%, and expected lives ranging
from 5 to 10 years.
In December 1998, the Company repriced certain options to purchase
1,466,056 shares to a lower exercise price. The repricing resulted in
additional compensation costs under SFAS No. 123 of $352,000, which are
included in the pro forma amounts disclosed above.
65 (Continued)
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
A summary of the Company's stock option plans is as follows:
<TABLE>
<CAPTION>
Shares of common stock Weighted
-----------------------------------------
Available Options average price
options under plan of shares
------------------ ------------------ ------------------
<S> <C> <C> <C>
Balance at May 31, 1997 856,384 1,143,616 $ 4.61
Authorized 1,000,000 -- --
Granted (1,112,500) 1,112,500 5.49
Exercised -- (25,000) 2.11
------------------ ------------------ ------------------
Balance at May 31, 1998 743,884 2,231,116 5.09
Granted (1,804,388) 1,804,388 2.51
Expired 30,000 (30,000) 2.00
Canceled 1,466,056 (1,466,056) (3.70)
Terminations 72,500 (72,500) 6.13
------------------ ------------------ ------------------
Balance at May 31, 1999 508,052 2,466,948 3.32
Authorized by new plan 4,000,000 -- --
Granted (910,000) 910,000 1.64
Terminated 5,000 (5,000) 2.53
------------------ ------------------ ------------------
Balance at May 31, 2000 3,593,052 3,371,948 $ 1.64
================== ================== ==================
</TABLE>
The following summarizes options from both plans outstanding at May 31,
2000:
<TABLE>
<CAPTION>
Options outstanding Options exercisable
----------------------------------------------------------- -------------------------------------
Weighted
average Weighted Weighted
Range of remaining average average
exercise Number contractual exercise Number exercise
prices outstanding life price exercisable price
-------------- ----------------- ----------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
$0.01 - 1.99 880,000 9.45 $ 1.60 880,000 $ 1.60
2.00 - 3.99 1,884,388 7.53 2.51 1,745,222 2.52
4.00 - 6.00 607,560 6.21 4.69 607,560 4.69
----------------- -----------------
3,371,948 3,232,782
================= =================
</TABLE>
(Continued)
66
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(b) Independent Director Stock Plan
The Company has an Independent Director Stock Plan under which
nonemployee directors of the Company are awarded common stock and
stock options of the Company for serving on its board of directors.
The plan authorizes and reserves for issuance a maximum of 500,000
common shares. At May 31, 1999 and 2000, 420,804 and 380,804 shares,
respectively, were available for future issuance. During the year
ended May 31, 1998, 8,559 shares of the Company's common stock were
issued under the plan. During the year ended May 31, 1999, 600
shares and 56,637 options were issued under the plan. During the
year ended May 31, 2000, 40,000 options were issued and 10,000
options were canceled under the plan. Options issued under the plan
during the years ended May 31, 1999 and 2000 vested immediately upon
issuance. Included in compensation expense are $13,000 and $89,000
for the years ended May 31, 1998 and 1999, respectively, resulting
from the shares issued. For the years ended May 31, 1999 and 2000,
56,637 and 86,637 options were outstanding.
(c) Retirement Plan
The Company maintains a 401(k) plan covering all eligible employees
who meet service requirements as provided in the plan. Company
contributions to the profit-sharing plan are determined annually by
the Board of Directors. The Company contributed $27,000, $48,000 and
$59,000 to the plan during the years ended May 31, 1998, 1999 and
2000, respectively.
(d) Employee Stock Purchase Plan
The Company implemented an Employee Stock Purchase Plan in 1999
under which employees are eligible to purchase shares of the
Company's common stock, through payroll deductions, at the lower of
85% of the Company's stock price on the first day of an offering
period or 100% of the Company's stock price on the last day of an
offering period. The first offering period began in November 1998.
During the years ended May 31, 1999 and 2000, 41,942 and 142,696
shares, respectively, were purchased by employees under the plan.
(17) Other Income and Expense
Included in other income and expense during the year ended May 31, 1999
are other than temporary unrealized losses related to the Company's
investment in shares of a public company of $4,943,000 as well as
allowances totaling $2,884,000 related to the Company's guarantees of
certain debt and a reserve for the outstanding note receivable.
(Continued)
67
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(18) Income Taxes
Total income tax benefit (expense) is as follows:
<TABLE>
<CAPTION>
1998 1999 2000
----------------- ----------------- -----------------
<S> <C> <C> <C>
Current:
Federal $ (593,000) 262,000 --
Foreign -- (1,422,000) (41,800)
Deferred:
Federal 1,075,000 3,799,000 (8,000)
Foreign -- -- 28,800
----------------- ----------------- -----------------
Total $ 482,000 2,639,000 (21,000)
================= ================= =================
</TABLE>
The domestic and foreign components of income (loss) before income tax
benefit (expense) were as follows:
<TABLE>
<CAPTION>
1998 1999 2000
----------------- ----------------- -----------------
<S> <C> <C> <C>
Domestic $ 3,132,000 (18,992,000) (11,421,000)
Foreign -- 3,484,000 (2,310,000)
----------------- ----------------- -----------------
Income (loss) before income tax benefit
(expense) $ 3,132,000 (15,508,000) (13,731,000)
================= ================= =================
</TABLE>
Undistributed earnings of the Company's foreign subsidiaries for which no
U.S. income taxes have been provided aggregates approximately $3,700,000
and $0 at May 31, 1999 and 2000, respectively. No provision for foreign
withholding or U.S. federal income taxes was made for the undistributed
earnings, as it is management's intention that earnings will be reinvested
indefinitely in foreign operations or will be remitted substantially free
of additional taxes.
A reconciliation of the U.S. federal statutory tax rate of 34% and the
Company's effective tax rates of 15%, 17% and 0% in the years ended May
31, 1998, 1999 and 2000, respectively, is as follows:
<TABLE>
<CAPTION>
1998 1999 2000
----------------- ----------------- -----------------
<S> <C> <C> <C>
Computed expected income tax
benefit (expense) $ (1,065,000) 5,273,000 4,669,000
Change in valuation allowance 1,717,000 (2,200,000) (4,119,000)
Other (170,000) (434,000) (571,000)
----------------- ----------------- -----------------
$ 482,000 2,639,000 (21,000)
================= ================= =================
</TABLE>
(Continued)
68
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
Significant components of the Company's deferred tax assets (liabilities)
at May 31 are as follows:
<TABLE>
<CAPTION>
1999 2000
------------- -------------
<S> <C> <C>
Deferred tax assets:
NOL carryforward $ 4,427,000 6,493,000
Unrealized capital loss 1,532,000 1,550,000
Goodwill -- 2,408,000
Other 1,550,000 1,429,000
Translation adjustment 587,000 --
Valuation allowances (2,200,000) (6,322,000)
------------- -------------
5,309,000 5,558,000
Deferred tax liabilities - depreciation (1,034,000) (2,383,000)
------------- -------------
Net deferred tax asset $ 4,275,000 3,175,000
============= =============
</TABLE>
The Company has net operating loss (NOLs) carryforwards for U.S. federal
income tax purposes of approximately $18,300,000, the benefits of which
expire in the tax year 2001 through the tax year 2020.
The NOLs created by the Company's subsidiaries prior to their acquisition
and the NOLs created as a consolidated group or groups subsequent to a
qualifying tax free merger or acquisition, have limitations related to the
amount of usage by each subsidiary or consolidated group as described in
the Internal Revenue Code. As a result of these limitations, approximately
$1,500,000 of the $18,300,000 total NOLs at May 31, 2000 will never become
available.
The Company's ability to realize the deferred tax assets is dependent on
material increases in present levels of pretax income, primarily in the
United States.
(19) Net Income (Loss) Per Share
Basic net income (loss) share is computed on the basis of the weighted
average number of common shares outstanding. Diluted net income (loss) per
share is computed on the basis of the weighted average number of common
shares outstanding, using the "if-converted" method, and outstanding stock
options and warrants, using the "treasury stock" method.
The components of basic and diluted net income (loss) per share at May 31
were as follows:
<TABLE>
<CAPTION>
1998 1999 2000
------------- -------------- --------------
<S> <C> <C> <C>
Net income (loss) available for common shareholders $ 3,614,000 (12,869,000) (13,049,000)
============= ============== ==============
Average outstanding shares of common stock 12,486,077 17,359,491 21,955,473
Dilutive effect of:
Warrants 853,470 -- --
Stock options 266,514 -- --
------------- -------------- --------------
Common stock and common stock equivalents 13,606,061 17,359,491 21,955,473
============= ============== ==============
</TABLE>
(Continued)
69
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
<TABLE>
<CAPTION>
1998 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
Earnings (loss) per share:
Basic $ 0.29 (0.74) (0.59)
Diluted 0.27 (0.74) (0.59)
</TABLE>
Options, warrants and convertible stock were not included in the
calculation of net loss per share as they are anti-dilutive.
(20) Fair Value of Financial Instruments
The Company's financial instruments include cash and cash equivalents,
receivables, investment, accounts payable, accrued liabilities, and short
and long-term borrowings. The fair value of these financial instruments
approximates their carrying amounts based on current market indicators,
such as prevailing interest rates, with the exception of the senior
subordinated notes payable, which are currently trading at approximately
60% of face value.
(21) Legal
The Company is currently subject and party to various legal actions arising
in the normal course of business. Management believes the ultimate
liability, if any, arising from such claims or contingencies is not likely
to have a material adverse effect on the Company's results of operations or
financial condition.
In the normal course of business, the Company disposes of potentially
hazardous material which could result in claims related to environmental
cleanup. The Company has not been notified of any related claims. The
Company is subject to various other environmental and governmental
regulations. Although the extent of any noncompliance with those
regulations, if any, is not completely ascertainable, management believes
the ultimate liability is not likely to have a material adverse effect on
the Company's results of operations or financial condition.
(22) Consolidating Condensed Financial Statements
The following statements present consolidating condensed financial
information of the Company for the indicated periods. The Company's senior
subordinated notes, which were to finance the Aeroment acquisition in July
1998, have been guaranteed by all of the Company's U.S. wholly owned
subsidiaries. The guarantor subsidiaries have fully and unconditionally
guaranteed this debt on a joint and several basis. This debt is not
guaranteed by the Company's foreign subsidiaries, which consist of Aeroment
and two related holding companies. There are no significant contractual
restrictions on the distribution of funds from the guarantor subsidiaries
to the parent corporation. The consolidating condensed financial
information is presented in lieu of separate financial statements and other
disclosures of the guarantor subsidiaries, as management has determined
that such information is not material to investors.
(Continued)
70
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(a) Consolidating condensed balance sheet information at May 31, 1999 is as
follows:
<TABLE>
<CAPTION>
Guarantor Non-guarantor
Assets Parent subsidiaries subsidiaries Eliminations Consolidated
-------------- ------------ -------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 1,798,000 38,000 6,298,000 -- 8,134,000
Accounts receivable, net -- 8,723,000 16,661,000 (392,000) 24,992,000
Inventories -- 13,564,000 11,052,000 -- 24,616,000
Other 4,535,000 1,517,000 660,000 (3,516,000) 3,196,000
-------------- ------------ -------------- -------------- ------------
Total current assets 6,333,000 23,842,000 34,671,000 (3,908,000) 60,938,000
-------------- ------------ -------------- -------------- ------------
Property, plant and equipment, net 6,151,000 21,930,000 17,198,000 -- 45,279,000
-------------- ------------ -------------- -------------- ------------
Other assets:
Costs in excess of net book value of acquired
subsidiaries, net -- 2,717,000 38,335,000 -- 41,052,000
Investment in subsidiaries 53,228,000 -- -- (53,228,000) --
Intercompany note and loan receivable 61,869,000 -- 85,000 (61,954,000) --
Other 8,327,000 3,296,000 (163,000) (2,000) 11,458,000
-------------- ------------ -------------- -------------- ------------
Total other assets 123,424,000 6,013,000 38,257,000 (115,184,000) 52,510,000
-------------- ------------ -------------- -------------- ------------
Total assets $ 135,908,000 51,785,000 90,126,000 (119,092,000) 158,727,000
============== ============ ============== ============== ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 180,000 2,541,000 8,155,000 (392,000) 10,484,000
Current portion of long-term debt 137,000 1,141,000 -- -- 1,278,000
Other 5,084,000 1,597,000 7,682,000 (3,516,000) 10,847,000
-------------- ------------ -------------- -------------- ------------
Total current liabilities 5,401,000 5,279,000 15,837,000 (3,908,000) 22,609,000
-------------- ------------ -------------- -------------- ------------
Long-term liabilities:
Long-term debt, net of current portion 76,375,000 3,845,000 -- -- 80,220,000
Intercompany loan payable 85,000 24,369,000 37,500,000 (61,954,000) --
Other 28,000 1,105,000 746,000 -- 1,879,000
-------------- ------------ -------------- -------------- ------------
Total long-term liabilities 76,488,000 29,319,000 38,246,000 (61,954,000) 82,099,000
-------------- ------------ -------------- -------------- ------------
Stockholders' equity (deficit):
Convertible preferred stock -- -- -- -- --
Common stock 19,000 21,141,000 35,117,000 (56,258,000) 19,000
Additional paid-in capital 69,276,000 -- -- -- 69,276,000
Accumulated other comprehensive loss (1,140,000) -- (1,136,000) 1,136,000 (1,140,000)
Retained earnings (accumulated deficit) (14,136,000) (3,954,000) 2,062,000 1,892,000 (14,136,000)
-------------- ------------ -------------- -------------- ------------
Total stockholders' equity 54,019,000 17,187,000 36,043,000 (53,230,000) 54,019,000
-------------- ------------ -------------- -------------- ------------
Total liabilities and stockholders' equity $ 135,908,000 51,785,000 90,126,000 (119,092,000) 158,727,000
============== ============ ============== ============== ============
</TABLE>
(Continued)
71
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(b) Consolidating condensed balance sheet information at May 31, 2000 is as
follows:
<TABLE>
<CAPTION>
Guarantor Non-guarantor
Assets Parent subsidiaries subsidiaries Eliminations Consolidated
------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ (184,000) 58,000 2,280,000 -- 2,154,000
Accounts receivable, net -- 9,047,000 12,527,000 (364,000) 21,210,000
Inventories -- 17,307,000 10,542,000 -- 27,849,000
Other 895,000 1,145,000 500,000 -- 2,540,000
------------- ----------- ----------- ----------- -----------
Total current assets 711,000 27,557,000 25,849,000 (364,000) 53,753,000
------------- ----------- ----------- ----------- -----------
Property, plant and equipment, net 6,340,000 22,995,000 14,741,000 -- 44,076,000
------------- ----------- ----------- ----------- -----------
Other assets:
Costs in excess of net book value of
acquired subsidiaries, net -- 3,296,000 34,995,000 -- 38,291,000
Investment in and loans to subsidiaries 111,792,000 72,618,000 -- (184,410,000) --
Other 5,183,000 2,982,000 (703,000) -- 7,462,000
------------- ----------- ----------- ----------- -----------
Total other assets 116,975,000 78,896,000 34,292,000 (184,410,000) 45,753,000
------------- ----------- ----------- ----------- -----------
Total assets $ 124,026,000 129,448,000 74,882,000 (184,774,000) 143,582,000
============= =========== =========== =========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 667,000 3,729,000 6,598,000 (364,000) 10,630,000
Current portion of long-term debt 170,000 928,000 -- -- 1,098,000
Line of credit 5,379,000 -- -- -- 5,379,000
Other 2,989,000 2,898,000 1,578,000 -- 7,465,000
------------- ----------- ----------- -------- ----------
Total current liabilities 9,205,000 7,555,000 8,176,000 (364,000) 24,572,000
------------- ----------- ----------- ---------- ----------
Long-term liabilities:
Long-term debt, net of current portion 64,928,000 2,933,000 -- -- 67,861,000
Intercompany loan payable -- 71,484,000 38,957,000 (110,441,000) --
Other 125,000 706,000 550,000 -- 1,381,000
------------- ----------- ---------- ----------- -----------
Total long-term liabilities 65,053,000 75,123,000 39,507,000 (110.441,000) 69,242,000
------------- ----------- ---------- ----------- -----------
Stockholders' equity (deficit):
Convertible preferred stock -- -- -- -- --
Common stock 30,000 56,139,000 33,710,000 (89,849,000) 30,000
Additional paid-in capital 83,173,000 -- -- -- 83,173,000
Accumulated other comprehensive loss (6,250,000) -- (6,250,000) 6,250,000 (6,250,000)
Accumulated deficit 27,185,000 (9,369,000) (261,000) 9,630,000 (27,185,000)
------------- ----------- ---------- ----------- -----------
Total stockholders' equity 49,768,000 46,770,000 27,199,000 (73,969,000) 49,768,000
------------- ----------- ---------- ----------- -----------
Total liabilities and stockholders' equity $ 124,026,000 129,448,000 74,882,000 (184,774,000) 143,582,000
============= =========== ========== =========== ===========
(Continued)
</TABLE>
72
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(c) Consolidating condensed statement of operations information for the year
ended May 31, 1998 is as follows:
<TABLE>
<CAPTION>
Guarantor Non-guarantor
Parent subsidiaries subsidiaries Eliminations Consolidated
-------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- 54,968,000 -- (869,000) 54,099,000
Cost of sales -- 40,356,000 -- (869,000) 39,487,000
------------- ---------- ------------- ---------- ----------
Gross profit -- 14,612,000 -- -- 14,612,000
Operating expenses 2,378,000 9,373,000 -- (1,879,000) 9,872,000
------------- ---------- ------------- ---------- ----------
Income (loss) from operations (2,378,000) 5,239,000 -- 1,879,000 4,740,000
------------- ---------- ------------- ---------- ----------
Other income (expense):
Parent's share of subsidiaries net loss 4,778,000 -- -- (4,778,000) --
Interest expense (380,000) (485,000) -- -- (865,000)
Other 995,000 141,000 -- (1,879,000) (743,000)
------------- ---------- ------------- ---------- ----------
Total other income (expense) 5,393,000 (344,000) -- (6,657,000) (1,608,000)
------------- ---------- ------------- ---------- ----------
Income before income taxes 3,015,000 4,895,000 -- (4,778,000) 3,132,000
Income tax benefit (expense) 599,000 (117,000) -- -- 482,000
------------- ---------- ------------- ---------- ----------
Net income 3,614,000 4,778,000 -- (4,778,000) 3,614,000
Other comprehensive loss - adjustment for
unrealized loss on investment (436,000) -- -- -- (436,000)
------------- ---------- ------------- ---------- ----------
Comprehensive income $ 3,178,000 4,778,000 -- (4,778,000) 3,178,000
============= ========== ============= ========== ==========
</TABLE>
(d) Consolidating condensed statement of operations information for the year
ended May 31, 1999 is as follows:
<TABLE>
<CAPTION>
Guarantor Non-guarantor
Parent subsidiaries subsidiaries Eliminations Consolidated
-------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- 56,675,000 52,814,000 (2,123,000) 107,366,000
Cost of sales -- 46,150,000 42,275,000 (2,123,000) 86,302,000
------------- ---------- ------------- ---------- ----------
Gross profit -- 10,525,000 10,539,000 -- 21,064,000
Operating expenses 4,367,000 16,194,000 3,556,000 (2,078,000) 22,039,000
------------- ---------- ------------- ---------- ----------
Income (loss) from operations (4,367,000) (5,669,000) 6,983,000 2,078,000 (975,000)
------------- ---------- ------------- ---------- ----------
Other income (expense):
Parent's share of subsidiaries net loss (1,800,000) -- -- 1,800,000 --
Interest expense (8,050,000) (622,000) (3,516,000) 3,516,000 (8,672,000)
Other (727,000) 443,000 17,000 (5,594,000) (5,861,000)
------------- ---------- ------------- ---------- ----------
Total other expense (10,577,000) (179,000) (3,499,000) (278,000) (14,533,000)
------------- ---------- ------------- ---------- ----------
Income (loss) before income taxes (14,944,000) (5,848,000) 3,484,000 1,800,000 (15,508,000)
Income tax benefit (expense) 2,075,000 1,986,000 (1,422,000) -- 2,639,000
------------- ---------- ------------- ---------- ----------
Net income (loss) (12,869,000) (3,862,000) 2,062,000 1,800,000 (12,869,000)
------------- ---------- ------------- ---------- ----------
Other comprehensive income (loss):
Foreign currency translation, net of tax (4,000) -- (1,136,000) -- (1,140,000)
Adjustment for unrealized loss on investment 436,000 -- -- -- 436,000
------------- ---------- ------------- ---------- ----------
Total other comprehensive income (loss) 432,000 -- (1,136,000) -- (704,000)
------------- ---------- ------------- ---------- ----------
Comprehensive income (loss) $ (12,437,000) (3,862,000) 926,000 1,800,000 (13,573,000)
============= ========== ============= ========== ===========
</TABLE>
(Continued)
73
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(e) Consolidating condensed statement of operations information for the year
ended May 31, 2000 is as follows:
<TABLE>
<CAPTION>
Guarantor Non-guarantor
Parent subsidiaries subsidiaries Eliminations Consolidated
-------------- ------------ -------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- 58,408,000 56,913,000 (2,627,000) 112,694,000
Cost of sales -- 45,433,000 49,257,000 (2,627,000) 92,063,000
------------ ------------ -------------- -------------- -----------
Gross profit -- 12,975,000 7,656,000 -- 20,631,000
Operating expenses 6,896,000 18,036,000 5,652,000 (6,051,000) 24,533,000
------------ ------------ -------------- -------------- -----------
Income (loss) from operations (6,896,000) (5,061,000) 2,004,000 6,051,000 (3,902,000)
------------ ------------ -------------- -------------- -----------
Other income (expense):
Parent's share of subsidiaries net loss (7,738,000) -- -- 7,738,000 --
Interest expense (9,394,000) (4,748,000) (4,349,000) 8,532,000 (9,959,000)
Other 10,284,000 4,394,000 35,000 (14,583,000) 130,000
------------ ------------ -------------- -------------- -----------
Total other expense (6,848,000) (354,000) (4,314,000) 1,687,000 (9,829,000)
------------ ------------ -------------- -------------- -----------
Loss before income taxes and
extraordinary item (13,744,000) (5,415,000) (2,310,000) 7,738,000 (13,731,000)
Income tax expense (8,000) -- (13,000) -- (21,000)
Extraordinary item, net of tax 703,000 -- -- -- 703,000
------------ ------------ -------------- -------------- -----------
Net loss (13,049,000) (5,415,000) (2,323,000) 7,738,000 (13,049,000)
Other comprehensive loss - foreign currency
translation, net of tax (5,110,000) -- (5,110,000) 5,110,000 (5,110,000)
------------ ------------ -------------- -------------- -----------
Comprehensive loss $(18,159,000) (5,415,000) (7,433,000) 12,848,000 (18,159,000)
============ ============ ============== ============== ===========
(Continued)
</TABLE>
74
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(f) Consolidating condensed statement of cash flows information for the year
ended May 31, 1998 is as follows:
<TABLE>
<CAPTION>
Guarantor Non-guarantor
Parent subsidiaries subsidiaries Eliminations Consolidated
------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flow from operating activities - net cash provided
by operating activities $ 4,023,000 2,349,000 -- (4,778,000) 1,594,000
------------ ----------- ------------- ----------- -----------
Cash flow from investing activities:
Acquisition of property, plant and equipment (3,010,000) (3,499,000) -- -- (6,509,000)
Investment in and loans to subsidiaries (3,289,000) -- -- -- (3,289,000)
Other changes, net (15,114,000) 125,000 -- 8,082,000 (6,907,000)
------------ ----------- ------------- ----------- -----------
Net cash used in investing activities (21,413,000) (3,374,000) -- 8,082,000 (16,705,000)
------------ ----------- ------------- ----------- -----------
Cash flow from financing activities:
Payments on long-term debt and capital leases (125,000) (1,378,000) -- -- (1,503,000)
Proceeds from long-term debt 9,590,000 535,000 -- -- 10,125,000
Proceeds from sale of common stock, net 2,223,000 -- -- -- 2,223,000
Proceeds from sale of preferred stock, net 9,260,000 -- -- -- 9,260,000
Other changes, net 3,777,000 2,946,000 -- (3,304,000) 3,419,000
------------ ----------- ------------- ----------- -----------
Net cash provided by financing activities 24,725,000 2,103,000 -- (3,304,000) 23,524,000
------------ ----------- ------------- ----------- -----------
Net change in cash and cash equivalents 7,335,000 1,078,000 -- -- 8,413,000
Cash and cash equivalents at beginning of year 2,063,000 985,000 -- -- 3,048,000
------------ ----------- ------------- ----------- -----------
Cash and cash equivalents at end of year $ 9,398,000 2,063,000 -- -- 11,461,000
============ =========== ============= =========== ===========
Supplemental cash flow:
Noncash operating expenses related to:
Depreciation $ 34,000 1,874,000 -- -- 1,908,000
Amortization -- 296,000 -- -- 296,000
Cash paid during the year for:
Interest 17,000 695,000 -- -- 712,000
Income taxes 521,000 -- -- -- 521,000
Acquisition of subsidiaries:
Fair value of assets acquired and resulting
goodwill, excluding cash 10,034,000 -- -- -- 10,034,000
Liabilities assumed 3,925,000 -- -- -- 3,925,000
Common stock issued 6,109,000 -- -- -- 6,109,000
Noncash investing and financing activities:
Seller financed acquisition of property,
plant and equipment -- 3,336,000 -- -- 3,336,000
Conversion of notes and accrued interest
to common stock 5,519,000 -- -- -- 5,519,000
Restructuring of certain notes receivable
for an investment in common stock 6,053,000 -- -- -- 6,053,000
Other noncash investing and financing
activities, net 750,000 139,000 -- -- 889,000
</TABLE>
(Continued)
75
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(g) Consolidating condensed statement of cash flows information for the year
ended May 31, 1999 is as follows:
<TABLE>
<CAPTION>
Guarantor Non-guarantor
Parent subsidiaries subsidiaries Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flow from operating activities - net cash
provided by (used in) operating activities $ (7,015,000) 888,000 3,955,000 1,800,000 (372,000)
------------ ------------ ------------ ----------- -------------
Cash flow from investing activities:
Acquisition of property, plant and equipment (2,251,000) (4,206,000) (1,583,000) -- (8,040,000)
Investment in and loans to subsidiaries (69,752,000) (72,618,000) -- 72,618,000 (69,752,000)
Other changes, net (6,401,000) 76,000 (85,000) 4,928,000 (1,482,000)
------------ ----------- ---------- ---------- -----------
Net cash used in investing activities (78,404,000) (76,748,000) (1,668,000) 77,546,000 (79,274,000)
------------ ----------- ---------- ---------- -----------
Cash flow from financing activities:
Payments on long-term debt and capital leases (4,154,000) (1,548,000) (50,000) -- (5,752,000)
Proceeds from long-term debt 72,160,000 72,618,000 -- (72,618,000) 72,160,000
Proceeds from sale of common stock, net 4,898,000 -- -- -- 4,898,000
Proceeds from sale of preferred stock, net 6,630,000 -- -- -- 6,630,000
Other changes, net (1,715,000) 2,765,000 4,167,000 (6,728,000) (1,511,000)
------------ ---------- --------- ---------- ----------
Net cash provided by financing activities 77,819,000 73,835,000 4,117,000 (79,346,000) 76,425,000
------------ ---------- --------- ---------- ----------
Net change in cash and cash equivalents (7,600,000) (2,025,000) 6,404,000 -- (3,221,000)
Cash and cash equivalents at beginning of year 9,398,000 2,063,000 -- -- 11,461,000
Effect of exchange rates on cash -- -- (106,000) -- (106,000)
------------ ---------- --------- ---------- ---------
Cash and cash equivalents at end of year $ 1,798,000 38,000 6,298,000 -- 8,134,000
============ ========== ========= ========== =========
Supplemental cash flow:
Noncash operating expenses related to:
Depreciation $ 192,000 2,970,000 2,306,000 -- 5,468,000
Amortization -- 392,000 844,000 -- 1,236,000
Cash paid during the year for:
Interest 4,870,000 413,000 13,000 -- 5,296,000
Income taxes 100,000 -- 311,000 -- 411,000
Noncash investing and financing activities:
Seller financed acquisition of property, plant
and equipment -- 241,000 -- -- 241,000
Reclassification of property, plant and
equipment to other assets -- 1,217,000 -- -- 1,217,000
</TABLE>
(Continued)
76
<PAGE>
PACIFIC AEROSPACE & ELECTRONICS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
May 31, 1999 and 2000
(h) Consolidating condensed statement of cash flows information for the year
ended May 31, 2000 is as follows:
<TABLE>
<CAPTION>
Guarantor Non-guarantor
Parent subsidiaries subsidiaries Eliminations Consolidated
------------ ------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Cash flow from operating activities - net cash
provided by (used in) operating activities $ (11,649,000) 1,510,000 (2,806,000) 7,738,000 (5,207,000)
------------ ------------ ------------ ------------ ------------
Cash flow from investing activities:
Acquisition of property, plant and equipment (767,000) (2,846,000) (1,254,000) -- (4,867,000)
Investment in and loans to subsidiaries (1,282,000) (39,000) -- -- (1,321,000)
Other changes, net 2,234,000 21,000 85,000 (3,825,000) (1,485,000)
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
investing activities 185,000 (2,864,000) (1,169,000) (3,825,000) (7,673,000)
------------ ------------ ------------ ------------ ------------
Cash flow from financing activities:
Net borrowings (repayments) under line of credit 5,379,000 (161,000) -- -- 5,218,000
Payments on long-term debt and capital leases (116,000) (2,328,000) (159,000) -- (2,603,000)
Proceeds from sale of common stock, net 4,169,000 -- -- -- 4,169,000
Other changes, net 50,000 3,863,000 50,000 (3,913,000) 50,000
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
financing activities 9,482,000 1,374,000 (109,000) (3,913,000) 6,834,000
------------ ------------ ------------ ------------ ------------
Net change in cash and cash equivalents (1,982,000) 20,000 (4,084,000) -- (6,046,000)
Cash and cash equivalents at beginning of year 1,798,000 38,000 6,298,000 -- 8,134,000
Effect of exchange rates on cash -- -- 66,000 -- 66,000
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents at end of year $ (184,000) 58,000 2,280,000 -- 2,154,000
============ ============ ============ ============ ============
Supplemental cash flow:
Noncash operating expenses related to:
Depreciation $ 436,000 3,018,000 2,721,000 -- 6,175,000
Amortization -- 475,000 981,000 -- 1,456,000
Impairment of long-lived assets 178,000 5,097,000 -- -- 5,275,000
Cash paid during the year for:
Interest 8,997,000 3,719,000 7,900,000 (11,053,000) 9,563,000
Income taxes -- -- 2,232,000 -- 2,232,000
Noncash investing and financing activities -
conversion of notes and accrued interest to 11,457,000 -- -- -- 11,457,000
common stock
(Continued)
</TABLE>
77
<PAGE>
(i) Inventory information at May 31 is as follows:
<TABLE>
<CAPTION>
1999 2000
------------- -------------
<S> <C> <C>
Guarantor subsidiaries
Raw materials $ 5,074,000 5,492,000
Work in progress 3,788,000 5,439,000
Finished goods 4,702,000 6,376,000
------------- -------------
13,564,000 17,307,000
------------- -------------
Non-guarantor subsidiaries:
Raw materials 2,300,000 1,712,000
Work in progress 7,690,000 8,142,000
Finished goods 1,062,000 688,000
------------- -------------
11,052,000 10,542,000
------------- -------------
Total inventories $ 24,616,000 27,849,000
============= =============
</TABLE>
(23) Subsequent Event
Subsequent to the end of fiscal year 2000, in July, 2000, the Company
closed the first installment of a $3.5 million private placement of common
stock to two accredited investors. On that date, the Company issued
1,142,860 shares of common stock and warrants to purchase additional shares
to the investors for a gross amount of $2.0 million. The Company expects to
file a registration statement on Form S-3 with the Securities and Exchange
Commission to register the resale of the shares of common stock issued or
issuable as a result of the transaction (the "Registration Statement").
Upon effectiveness of the Registration Statement within sixty days after
the first closing, a second closing will occur, and the investors will pay
an additional $1.5 million and receive 857,140 additional shares of common
stock. The effectiveness of the Registration Statement within 60 days after
the first closing is the only condition to the second closing.
78
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
79
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Directors and Executive Officers
The following table sets forth information as of August 18, 2000, regarding the
current directors and those nominated to become directors, and the executive
officers of the Company.
<TABLE>
<CAPTION>
Name Age Position with Company
--------------------------------------------------------------------------------------
<S> <C> <C>
Donald A. Wright 48 Chairman of the Board, Chief Executive Officer
And President
Werner Hafelfinger 54 Chief Operating Officer, Vice President Operations,
Director
Nick A. Gerde 55 Chief Financial Officer, Vice President Finance,
Treasurer and Assistant Secretary
Sheryl A. Symonds 45 Vice President Administration, General Counsel
And Secretary
Allen W. Dahl, M.D. 72 Director
Dale L. Rasmussen 50 Director
Gene C. Sharratt, Ph.D. 53 Director Nominee
Robert M. Stemmler 65 Director
William A. Wheeler 66 Director
</TABLE>
Donald A. Wright. Donald A. Wright has been the Chairman of the Board, Chief
Executive Officer and President of the Company since February 1995, and of its
predecessors since 1990. Mr. Wright is also an officer and director of each of
the Company's operating subsidiaries.
Werner Hafelfinger. Werner Hafelfinger has been a director of the Company
since August 17, 1998. Mr. Hafelfinger has been Vice President Operations and
Chief Operating Officer of the Company since March 1999. Mr. Hafelfinger was
employed by St. Jude Medical (Cardiac Rhythm Management Division), a
manufacturer of implantable medical devices, from 1984 until February 1999,
where he served as Vice President of Global Manufacturing.
Nick A. Gerde. Nick A. Gerde has been the Vice President Finance and Chief
Financial Officer of the Company since February 1995. He has been the Treasurer
of the Company since August 1996, and Assistant Secretary since November 1996.
Mr. Gerde is also an officer and director of each of the Company's operating
subsidiaries. Mr. Gerde served as a Business Development Specialist with the
Economic Development Council of North Central Washington from July 1993 to June
1994, and as Vice President of Televar Northwest, Inc. (formerly a subsidiary of
Orca Technologies, Inc.) from July 1994 to February 1995.
80
<PAGE>
Sheryl A. Symonds. Sheryl A. Symonds has been the Vice President
Administration and General Counsel of the Company since September 1997. Prior
to joining the Company, Ms. Symonds was a partner at Stoel Rives LLP, currently
the Company's primary outside legal counsel. Ms. Symonds joined Stoel Rives LLP
in 1985 and became a partner in 1992. Ms. Symonds has been Secretary of the
Company since August 1996 and is also Secretary of each of the Company's
operating subsidiaries.
Allen W. Dahl. Dr. Allen W. Dahl has been a director of the Company since
February 1995, and of its predecessors since September 1994. Dr. Dahl is
retired from practice as a physician in the Puget Sound region of Washington.
Dr. Dahl has announced his retirement from the Board of Directors as of the
annual meeting of shareholders to be held on October 10, 2000.
Dale L. Rasmussen. Dale L. Rasmussen has been a director of the Company since
June 1997. Mr. Rasmussen has been employed as the Senior Vice President and
Secretary of IMPCO Technologies, Inc. since 1989.
Gene C. Sharratt. Dr. Gene C. Sharratt has been nominated to become a director
of the Company at the annual meeting of shareholders to be held on October 10,
2000. Dr. Sharratt has been Superintendent of the North Central Education
Service District in Wenatchee, Washington since July 1991.
Robert M. Stemmler. Robert M. Stemmler has been a director of the Company
since May 14, 1999. Mr. Stemmler has been the Chairman, CEO and President of
IMPCO Technologies, Inc. since 1993.
William A. Wheeler. William A. Wheeler has been a director of the Company
since June 1997. Mr. Wheeler retired from Dowty Aerospace Yakima in May 1997,
where he served as President, Chief Executive Officer and Chairman of the Board
of Directors since 1979.
Other Significant Employees
Lewis L. Wear. Lewis L. Wear, 59, has been President of the U.S. Electronics
Group since August 1996 and President of Pacific Coast Technologies, Inc. since
February 1996. He also has been Vice President of Ceramic Devices since October
1997, President of NTI since April 1997, President of Balo since February 1998,
and President of ESC since October 1998. Prior to November 1995, Mr. Wear was
Vice President of Operations for Vacuum Atmospheres, a division of WEMS, Inc.
Duncan Crighton. Duncan Crighton, 64, has been Chief Executive Officer of
Aeromet since March 1997 and became President of the Company's European
Aerospace Group upon closing of the Aeromet Acquisition. Mr. Crighton served as
Managing Director of Aeromet's predecessor, Kent Aerospace Castings plc, from
1990 through 1995, and as a management consultant to Aeromet from 1995 to
February 1997.
81
<PAGE>
Board of Directors
Committees. The Board of Directors has a number of committees, as follows:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Committee Function Current Members
--------- -------- ---------------
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Option Committee Administers the Company's Amended and Restated Stock Dr. Dahl
Incentive Plan and 1999 Stock Incentive Plan. Mr. Rasmussen
Mr. Stemmler
-----------------------------------------------------------------------------------------------------------
Finance and Audit Reviews the Company's accounting policies, practices, Mr. Rasmussen
Committee internal accounting controls and financial reporting. Also Mr. Stemmler
oversees engagement of the Company's independent auditors Mr. Wheeler
and monitors management implementation of the
recommendations and findings of the Company's independent
auditors.
-----------------------------------------------------------------------------------------------------------
Compensation Establishes salaries, incentives and other compensation for Mr. Wheeler
Committee the chief executive officer, chief operating officer, chief Dr. Dahl
financial officer, general counsel, subsidiary presidents Mr. Rasmussen
and other key employees of the Company and its
subsidiaries. Also administers policies relating to
compensation and benefits, including the Amended and
Restated Independent Director Stock Plan and the Employee
Stock Purchase Plan.
-----------------------------------------------------------------------------------------------------------
Nominating Committee Recommends individuals to be presented to the shareholders Mr. Wright
for election or reelection to the Board of Directors. Mr. Rasmussen
Mr. Stemmler
-----------------------------------------------------------------------------------------------------------
</TABLE>
Tenure. Directors of the Company hold office until the next annual meeting of
the Company's shareholders and until their successors have been elected and duly
qualified. The Board of Directors appoints the Company's executive officers at
the first Board meeting after each annual meeting of shareholders. Executive
officers hold office at the pleasure of the Board of Directors.
Compensation. Under the Company's Amended and Restated Independent Director
Stock Plan, each non-employee director of the Company receives an initial award
of options to purchase 2,500 shares of Common Stock when that director is first
elected and an annual award of options to purchase 10,000 shares of Common
Stock. In addition, non-employee directors receive $1,000 in cash per year for
each committee on which they serve, and an additional $500 in cash per year for
serving as chairperson of a committee. The Board may elect to pay any of the
cash fees in shares of Common Stock. See "Executive Compensation - Benefit
Plans - Independent Director Stock Plan." All directors are reimbursed for
reasonable travel and other out-of-pocket expenses incurred in attending
meetings of the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on a review of Forms 3, 4 and 5 and any amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) during its most recent fiscal
year, and on written representations of the Company's officers, directors, or
principal shareholders ("Reporting Persons") that no other reports were
required, the Company believes that, during the fiscal year ended May 31, 2000,
the Reporting Persons complied in all material respects with all applicable
filing requirements under Section 16(a) of the Exchange Act.
82
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth in summary form the compensation paid by the
Company to the Chief Executive Officer and to the Company's three most highly
compensated executive officers (the "Named Executives") for services in all
capacities to the Company for the last three fiscal years:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Annual Long-Term
Compensation Compensation
-------------------------------------------------------------------------------------------------------
Name and Principal Fiscal Securities Underlying Other Annual
Position Year Salary ($) Options/SARs(#)/(1)/ Compensation ($)
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Donald A. Wright 2000 292,008 450,000/(2)/ 5,800/(4)/
------------------------------------------------------------------------------
CEO and President 1999 247,551 1,000,000/(3)/ 5,547/(4)/
------------------------------------------------------------------------------
1998 192,000 650,000/(5)/ 4,800/(6)/
------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Werner Hafelfinger 2000 175,000 100,000/(2)/ 2,500/(6)/
------------------------------------------------------------------------------
COO, VP Operations 1999/(7)/ 33,654 50,000/(8)/ 600/(6)/
------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Nick A. Gerde 2000 140,000 100,000/(2)/ 2,500/(6)/
------------------------------------------------------------------------------
CFO, VP Finance, 1999 130,000 116,056/(3)/ 2,400/(6)/
------------------------------------------------------------------------------
Treasurer and 1998 100,000 75,000/(5)/ 2,400/(6)/
------------------------------------------------------------------------------
Assistant Secretary
------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Sheryl A. Symonds 2000 176,364 100,000/(2)/ --
------------------------------------------------------------------------------
VP Administration, 1999 160,973 160,000/(3)/ --
------------------------------------------------------------------------------
General Counsel and 1998/(9)/ 105,000 160,000/(5)/ --
------------------------------------------------------------------------------
Secretary
-------------------------------------------------------------------------------------------------------
</TABLE>
________________________
/(1)/ Represents options to purchase shares of Common Stock.
/(2)/ One-half of these options were granted in June 1999 with respect to
fiscal 1999, and one-half were granted in May 2000, with respect to
fiscal 2000.
/(3)/ Represents repricing of previously granted options. On December 4, 1998,
the Board of Directors approved the repricing of outstanding options
under the Company's Amended and Restated Stock Incentive Plan. For
purposes of this table, repriced options are considered to be option
grants and, therefore, are required to be included in the table as
options granted in fiscal 1999. Other than repricing of options, no
options were granted to Mr. Wright, Mr. Gerde, or Ms. Symonds during
fiscal 1999.
/(4)/ Represents estimated value of the personal use of Company vehicles
($5,000 in fiscal 2000; $4,800 in fiscal 1999) and premiums on $2 million
of key-man life insurance denoting Mr. Wright's spouse as beneficiary.
/(5)/ These options were repriced in fiscal 1999, and the entire balance is
also included in this table as options granted during fiscal 1999. See
footnote (3) above.
/(6)/ Represents estimated value of the personal use of a Company vehicle.
/(7)/ Represents the compensation received by Mr. Hafelfinger during the three
months he was employed by the Company in fiscal year 1999.
/(8)/ Does not include options to purchase 10,000 shares granted to Mr.
Hafelfinger in October 1998 under the Amended and Restated Independent
Director Stock Plan, when Mr. Hafelfinger was a non-employee director of
the Company.
/(9)/ Represents the compensation received by Ms. Symonds during the nine
months she was employed by the Company in fiscal year 1998.
83
<PAGE>
Option Grants Table
The following table sets forth information on grants of stock options by the
Company during the year ended May 31, 2000 to the Named Executives:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
% of Total
Securities Options
Underlying Granted to Exercise or Grant Date
Options Employees in Base Price Expiration Present
Name Granted (#) Fiscal Year ($/Share) Date Value/(1)/ ($)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Donald A. Wright 225,000 24.73% $1.6875 5/31/09 $309,000
--------------------------------------------------------------------------------------------------------------
225,000 24.73% $1.5000 5/04/10 $324,000
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Werner Hafelfinger 50,000 5.49% $1.6875 5/31/09 $ 69,000
--------------------------------------------------------------------------------------------------------------
50,000 5.49% $1.5000 5/04/10 $ 72,000
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Nick A. Gerde 50,000 5.49% $1.6875 5/31/09 $ 69,000
--------------------------------------------------------------------------------------------------------------
50,000 5.49% $1.5000 5/04/10 $ 72,000
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Sheryl A. Symonds 50,000 5.49% $1.6875 5/31/09 $ 69,000
--------------------------------------------------------------------------------------------------------------
50,000 5.49% $1.5000 5/04/10 $ 72,000
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
</TABLE>
_____________________
/(1)/ Although the Company believes that it is not possible to place a value on
an option, in accordance with the rules of the SEC, the Company has used a
Black-Scholes model of option valuation to estimate grant date present
value. The actual value realized, if any, may vary significantly from the
values estimated by this model. Any future values realized will ultimately
depend upon the excess of the stock price over the exercise price on the
date the option is exercised. The assumptions used to estimate the grant
date present value of this option were: volatility (71.86% and 121.75%);
risk-free rate of return (6%); dividend yield (0%); and time of exercise
(remaining life 10 years).
Aggregated Options and Fiscal Year-End Option Values
The following table summarizes the aggregate employee stock options and non-
public warrants, and their market values at May 31, 2000, held by the Named
Executives:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-end (#) at FY-end ($)/(1)/
------------------------------- -------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Donald A. Wright 2,232,560 -- -- --
Werner Hafelfinger/(2)/ 150,000 -- -- --
Nick A. Gerde 266,178 4,878 -- --
Sheryl A. Symonds 260,000 -- -- --
</TABLE>
/(1)/ No options or warrants held by the Named Executives had exercise prices
of less than $1.25 per share, the closing price of the Common Stock on
May 31, 2000.
/(2)/ Does not include options to purchase 10,000 shares granted to Mr.
Hafelfinger in October 1998 under the Amended and Restated Independent
Director Stock Plan, when Mr. Hafelfinger was a non-employee director of
the Company.
84
<PAGE>
Employment Agreements
The Company has entered into employment agreements with each of the Named
Executives. The employment agreements employ Mr. Wright through fiscal 2003,
and employ Mr. Hafelfinger, Mr. Gerde, and Ms. Symonds through fiscal 2002. The
employment agreements provide for an annual salary in fiscal 2001 of $335,809,
$200,000, $150,000 and $190,473, for Mr. Wright, Mr. Hafelfinger, Mr. Gerde, and
Ms. Symonds, respectively. The employment agreements also provide for the
annual grant to each of the Named Executives of options to purchase up to
275,000 shares of Common Stock for Mr. Wright, and up to 50,000 shares of Common
Stock for Mr. Hafelfinger, Mr. Gerde, and Ms. Symonds. Of these, 50,000 of Mr.
Wright's options are fixed, 25,000 of the other Named Executive's options are
fixed, and the remainder are discretionary. The exercise price of any such
options is equal to the fair market value of the Common Stock on the date of
grant. Each option may contain vesting and other terms as are approved by the
Board of Directors, and will expire ten years after the date of grant. If a
Named Executive's employment with the Company is terminated without cause, or if
there is a change of control, as those terms are defined in their employment
agreements, the Company will be required to make severance payments equal to, in
the case of Mr. Wright, twice Mr. Wright's then-current annual base salary; in
the case of Mr. Gerde, one times his then-current annual base salary; in the
case of Ms. Symonds, one and one-half times her then-current annual base salary;
and in the case of Mr. Hafelfinger, twice his then-current annual base salary in
the event of a change in control or one times his then-current annual base
salary if he is terminated without cause. Under these employment agreements,
Mr. Wright, Mr. Hafelfinger, and Mr. Gerde agree not to compete with the Company
for two years following termination of employment. In May 1999, the Board of
Directors adopted a management incentive compensation program, which provides
for the payment of cash bonuses to the Named Executives, the group presidents,
and certain other senior managers, upon attainment of certain goals. Under this
program, each of the Named Executives could have earned a cash bonus for fiscal
2000 of 10% of his or her annual salary if the Company achieved budgeted
operating income levels for the year and an additional 5% if the Company
exceeded budgeted operating income by 10%. In addition, each of the Named
Executives could have earned a cash bonus of up to 5% of his or her annual
salary upon achieving personal goals and objectives for a possible total bonus
of 20% of annual salary. The Named Executives did not earn any bonus under this
program for fiscal 2000 because the Company did not earn a profit. In August
2000, the Board of Directors amended the management incentive compensation
program for fiscal 2001. Under the amended program, each of the Named
Executives can earn a cash bonus of 10% of his or her annual salary if the
Company achieves both budgeted revenue and budgeted operating income levels for
the year and an additional 5% if the Company exceeds these budgeted amounts by
10%, for a possible total bonus of 15% of annual salary.
Certain Tax Considerations Related to Executive Compensation
As a result of Section 162(m) of the Code, if the Company pays more that
$1,000,000 in compensation to a "covered employee" (the chief executive officer
and the next four highest paid employees) in a single year, then the Company's
deduction for such compensation could be limited to $1,000,000.
Benefit Plans
1999 Stock Incentive Plan
The Company's shareholders adopted the Company's 1999 Stock Incentive Plan (the
"1999 Plan") in October 1999. The Company has reserved for issuance under the
1999 Plan a maximum of 4,000,000 shares of Common Stock, subject to certain
adjustments. Under the 1999 Plan, the plan administrator
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may award incentive stock options ("ISOs") to key employees, and may award non-
qualified stock options ("NSOs"), stock appreciation rights ("SARs"), stock and
cash bonus awards, restricted stock, and performance units to employees and
certain non-employees (other than non-employee directors) who have important
relationships with the Company or its subsidiaries. However, no person may
receive options to purchase more than 1,000,000 shares in any one year. As of
May 31, 2000, options to purchase an aggregate of 430,000 shares of Common Stock
had been granted under the 1999 Plan, leaving 3,570,000 shares available as of
May 31, 2000 for future grant under the 1999 Plan. No SARs, stock or cash bonus
awards, restricted stock, or performance units have been granted under the 1999
Plan.
The 1999 Plan is administered by the Option Committee of the Board of Directors,
which is comprised of disinterested directors in accordance with Rule 16b-3
under the Exchange Act, and of outside directors under Section 162(m) of the
Internal Revenue Code. However, only the Board of Directors may amend or
terminate the 1999 Plan. Unless terminated sooner by the Board of Directors,
the 1999 Plan expires in July 2009. The 1999 Plan provides that, in general, a
vested option would have to be exercised within three months after the
optionee's employment or service with the Company or a subsidiary terminates.
However, options would be exercisable within 24 months following termination of
employment because of retirement, disability, or death, and options would
terminate automatically if an optionee were terminated for cause. Options,
SARs, cash and stock bonus awards and performance units are nonassignable and
nontransferable except by will or by the laws of descent and distribution at the
time of the recipient's death. On the date an ISO is granted, the aggregate
fair market value of the Common Stock issuable under ISOs available for exercise
during any calendar year, may not exceed $100,000. ISOs must expire ten years
from the date of grant, and the exercise price must equal the fair market value
of the underlying shares of Common Stock at the date of grant. ISOs may not be
granted to employees holding more than 10% of the Company's total voting power
unless (a) the exercise price is at least 110% of the Common Stock's fair market
value on the date of grant, and (b) the option is not exercisable until five
years after the date of grant.
Amended and Restated Stock Incentive Plan
The Company's shareholders adopted the Company's Amended and Restated Stock
Incentive Plan (the "1996 Plan") in October 1996. The Company has reserved for
issuance under the 1996 Plan a maximum of 3,000,000 shares of Common Stock,
subject to certain adjustments. As of May 31, 2000, options to purchase an
aggregate of 3,144,448 shares of Common Stock had been granted under the 1996
Plan, of which options for 25,000 shares had been exercised, and options for
195,500 shares had been forfeited, leaving 51,052 shares available as of May 31,
2000 for future grants under the 1996 Plan. The terms and administration of the
1996 Plan are substantially similar to those of the 1999 Plan. The primary
differences between the 1999 Plan and the 1996 Plan relate to the termination
provisions for options. Under the 1996 Plan, options would expire 12 months
after the termination of employment by reason of death or disability or within
three months after termination for any other reason except for cause.
Independent Director Stock Plan
The Company's shareholders adopted the Company's original Independent Director
Stock Plan in November 1995. Following approval by the shareholders at the
Company's 1998 Annual Meeting, the plan was amended and restated. The Company
has reserved for issuance under the Amended and Restated Independent Director
Stock Plan (the "Director Plan") a maximum of 500,000 shares of Common Stock,
subject to adjustments, issuable to directors who are not employees of the
Company or any of its subsidiaries.
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The Director Plan is administered by the Compensation Committee of the Board of
Directors in accordance with Rule 16b-3 adopted under the Exchange Act. No
director may vote on any matter relating to an award held by such director. Only
the Board of Directors may suspend, amend or terminate the Director Plan. Unless
terminated sooner by the Board of Directors, the Director Plan expires on
October 2005.
Under the Director Plan, as amended in 1998, each Independent Director receives
fully-vested, non-qualified options to purchase up to 2,500 shares of Common
Stock upon election to the Board (the "Initial Award"). Each time an
Independent Director is elected to the Board (or on the date of each annual
shareholders' meeting during terms longer than one year), each Independent
Director receives an option to purchase up to 10,000 shares of Common Stock (the
"Annual Award"). Annual Awards vest in full on the first anniversary of grant
(the "Vesting Period") if the Independent Director has attended at least 75% of
the regularly scheduled Board meetings during the Vesting Period. Otherwise the
Annual Award is forfeited, unless the Board of Directors votes unanimously to
waive or modify the vesting requirement. An unvested Annual Award will also be
forfeited if the director ceases to be an Independent Director during the
Vesting Period for any reason other than death or disability unless the Board
votes unanimously to waive that requirement. However, unvested Annual Awards
automatically vest (a) if the director is unable to continue due to disability
or death, (b) upon the closing of any merger, consolidation or plan of exchange
in which the Company does not survive, or (c) upon sale of all or substantially
all of the Company's assets. The exercise price of options granted under the
Director Plan is based on the fair market value of the Company's Common Stock
for the five trading days prior to the date of determination. No Independent
Director may transfer any interest in unvested Annual Awards to any person other
than to the Company.
At May 31, 2000, 32,559 shares of Common Stock had been issued under the
Director Plan, and options to purchase an additional 96,637 shares of Common
Stock had been granted, 10,000 of which were forfeited, leaving 380,804 shares
available for issuance under the Director Plan.
Employee Stock Purchase Plan
The Company's shareholders adopted the Company's 1997 Employee Stock Purchase
Plan in October 1997 (the "Employee Stock Plan"). The Company has reserved for
issuance under the Employee Stock Plan a maximum of 1,000,000 shares of Common
Stock, subject to certain adjustments, for issuance to eligible employees of the
Company and its subsidiaries. The Company pays all expenses relating to the
Employee Stock Plan except expenses related to the resale of shares acquired by
employees under the plan. The Employee Stock Plan is administered by the
Compensation Committee of the Board of Directors. The plan administrator has
designated Salomon Smith Barney, Inc. as the plan's custodian to vote the shares
pursuant to the participants' instructions, keep the plan records, and provide
periodic statements to participants. Under the Employee Stock Plan, eligible
employees may purchase shares of the Company's Common Stock through payroll
deductions ranging from a minimum of $20 bi-weekly, to a maximum of 15% of the
employee's annual gross pay or $25,000. The purchase price per share is the
lower of (a) 85% of fair market value on the first day of the offering period,
or (b) 100% of fair market value on the last day of the offering period. The
first offering period began November 1, 1998, and offering periods are one month
long. Plan participants may sell their shares through the plan custodian for a
discounted brokage fee. If a participant's employment terminates before the end
of any offering period, no shares are purchased for the participant during that
period and the payroll deduction is returned to the participant. Between June
1, 1999 and May 31, 2000, between 107 and 171 employees participated in the
Employee Stock Plan each month, purchasing stock at prices ranging between
$0.7969 per share and $2.3750 per share. During fiscal 2000, a total of 142,696
shares of
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Common Stock were issued under the Employee Stock Plan, and a total of 209,698
shares have been issued since inception of the plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Principal Shareholders
The following table shows, to the best of the Company's knowledge based on the
records of the Company's transfer agent and the Company's records on issuances
of shares, as adjusted to reflect changes in ownership documented in filings
with the Securities and Exchange Commission made by certain shareholders and
provided to the Company pursuant to Section 16 of the Exchange Act, and
statements provided to the Company by certain shareholders, the Common Stock
owned as of August 18, 2000, by (1) each person known by the Company to own
beneficially more than 5% of the outstanding Common Stock; (2) each of the
Company's current directors and those nominated to become directors; (3) the
Named Executives; and (4) all executive officers and current directors of the
Company as a group. Except as otherwise noted, the Company believes the persons
listed below have sole investment and voting power with respect to the Common
Stock owned by them.
<TABLE>
<CAPTION>
Amount and Nature of Percentage of
Name and Address of Beneficial Owner: Beneficial Ownership/(1)/ Common Stock
------------------------------------- ------------------------- -----------------
<S> <C> <C>
Donald A. Wright/(2)/ 2,655,710 7.19%
c/o Pacific Aerospace & Electronics, Inc.
430 Olds Station Road, Third Floor
Wenatchee, WA 98801
Allen W. Dahl, M.D./(3)/ 42,401 *
7300 Madrona Drive NE
Bainbridge Island, WA 98110
Werner Hafelfinger/(4)/ 289,048 *
c/o Pacific Aerospace & Electronics, Inc.
430 Olds Station Road, Third Floor
Wenatchee, WA 98801
Dale L. Rasmussen/(3)/ 20,492 *
c/o IMPCO Technologies, Inc.
708 Industrial Drive
Tukwila, WA 98188
Gene C. Sharratt, Ph.D./(5)/ -- *
c/o North Central Educational Service District
P.O. Box 1847
Wenatchee, WA 98807
Robert M. Stemmler/(6)/ 8,137 *
c/o IMPCO Technologies, Inc.
16804 Gridley Place
Cerritos, CA 90703
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
William A. Wheeler/(3)/ 18,092 *
2011 Lombard Lane
Yakima, WA 98902
Nick A. Gerde/(7)/ 315,676 *
c/o Pacific Aerospace & Electronics, Inc.
430 Olds Station Road, Third Floor
Wenatchee, WA 98801
Sheryl A. Symonds/(8)/ 265,999 *
c/o Pacific Aerospace & Electronics, Inc.
430 Olds Station Road, Third Floor
Wenatchee, WA 98801
All executive officers and current directors as a group 3,615,555 8.91%
(8 persons)/(9)/
</TABLE>
_____________
* Less than 1%.
/(1)/ Shares that a person has the right to acquire within 60 days are treated
as outstanding for determining the amount and percentage of Common Stock
owned by such person but are not deemed to be outstanding as to any other
person or group.
/(2)/ Includes (a) 4,000 shares issuable upon exercise of public warrants, (b)
100,000 shares issuable upon exercise of another warrant, and (c)
2,132,560 shares issuable upon exercise of vested stock options.
/(3)/ Includes 10,000 shares issuable upon exercise of vested stock options.
Does not include 10,000 shares issuable upon exercise of unvested stock
options.
/(4)/ Includes 160,000 shares issuable upon exercise of vested stock options.
/(5)/ Dr. Sharratt has been nominated to become a director of the Company at
the annual meeting of shareholders to be held on October 10, 2000.
/(6)/ Includes 6,637 shares issuable upon exercise of vested stock options.
Does not include 10,000 shares issuable upon exercise of unvested stock
options.
/(7)/ Includes (a) 4,000 shares issuable upon exercise of public warrants, (b)
25,000 shares issuable upon exercise of another warrant, and (c) 246,056
shares issuable upon exercise of vested stock options.
/(8)/ Includes (a) 500 shares issuable upon exercise of public warrants and (b)
260,000 shares issuable upon exercise of vested stock options.
/(9)/ Includes currently exercisable warrants and options to purchase up to
2,968,753 shares of Common Stock.
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<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employment Agreements. The Company has entered into employment agreements with
Donald A. Wright, Werner Hafelfinger, Nick A. Gerde and Sheryl A. Symonds. See
"Executive Compensation - Employment Agreements."
Condominium. In November 1998, the Company entered into a Condominium Purchase
and Sale Agreement (the "Condominium Agreement") with Donald A. Wright, the
Company's Chief Executive Officer, President, and Chairman of the Board.
Pursuant to the Condominium Agreement, Mr. Wright agreed to purchase from the
Company a residential condominium unit within the Company's headquarters
building for a total purchase price of $175,000. At the time the Condominium
Agreement was executed, the condominium had not been completed. Upon
completion, the condominium had a value higher than Mr. Wright's purchase price.
As a result, Mr. Wright requested that the purchase be rescinded. The Board of
Directors agreed to rescind the purchase, but amended Mr. Wright's employment
agreement to require Mr. Wright to reside in the condominium unit. Mr. Wright
pays rent on the condominium unit of $750.00 per month. In addition, the Board
approved an Option to Purchase, which grants to Mr. Wright the right to purchase
the condominium unit. The option became exercisable February 1, 2000. The
purchase price would be: (i) $350,000 if the option is exercised prior to
February 1, 2001; (ii) $300,000 if the option is exercised on or after February
1, 2001, but prior to February 1, 2002; and (iii) $250,000 if the option is
exercised on or after February 1, 2002. The option terminates ten business days
after Mr. Wright's employment relationship with the Company ceases for any
reason other than death.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following financial statements are included in this Annual Report on Form
10-K:
Independent Auditors' Report dated July 28, 2000
Consolidated Balance Sheets as of May 31, 1999 and 2000
Consolidated Statements of Operations for the years ended May 31, 1998,
1999 and 2000
Consolidated Statements of Stockholders' Equity for the years ended
May 31, 1998, 1999 and 2000
Consolidated Statements of Cash Flows for the years ended May 31, 1998,
1999 and 2000
Notes to Consolidated Financial Statements
(a)(2) Financial Schedules
All financial schedules are omitted because the required information is
inapplicable or the information is presented in the consolidated financial
statements or related notes.
(a)(3) Exhibits
Exhibit
Number Description
2.1 Stock Purchase Agreement, dated as of June 1, 1999, between Pacific
Aerospace & Electronics, Inc. and the Shareholders of Skagit
Engineering & Manufacturing, Inc./(34)/
2.2 Asset Purchase Agreement, dated as of March 22, 2000 between
Pacific Aerospace & Electronics, Inc., Skagit Engineering &
Manufacturing, Inc., Nova-Tech Engineering, Inc., and the
Shareholders of Nova-Tech Engineering, Inc./(31)/
2.3 Exchange Agreement dated as of March 10, 2000, between Pacific
Aerospace & Electronics, Inc., and Post Advisory Group, Inc., and
the U.S. subsidiaries of Pacific Aerospace & Electronics, Inc.
/(31)/
2.4 Exchange Agreement dated as of March 17, 2000, between Pacific
Aerospace & Electronics, Inc., and Post Advisory Group, Inc., and
the U.S. subsidiaries of Pacific Aerospace & Electronics, Inc.
/(31)/
2.5 Exchange Agreement dated as of March 23, 2000, between Pacific
Aerospace & Electronics, Inc., and Post Advisory Group, Inc., and
the U.S. subsidiaries of Pacific Aerospace & Electronics, Inc.
/(31)/
2.6 Exchange Agreement dated as of March 30, 2000, between Pacific
Aerospace & Electronics, Inc., and Post Advisory Group, Inc., and
the U.S. subsidiaries of Pacific Aerospace & Electronics, Inc.
/(31)/
3.1 Articles of Incorporation of Pacific Aerospace & Electronics, Inc.
/(6)/
3.2 Amendment to Articles of Incorporation containing Designation of
Rights and Preferences of Series A Convertible Preferred Stock, as
corrected./(8)/
3.3 Amendment to Articles of Incorporation containing Designation of
Rights and Preferences of Series B Convertible Preferred Stock.
/(20)/
3.4 Bylaws of Pacific Aerospace & Electronics, Inc./(6)/
4.1 Form of specimen certificate for Common Stock./(6)/
4.2 Form of specimen certificate for public warrants./(6)/
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4.3 Form of specimen certificate for the Series A Convertible Preferred
Stock./(8)/
4.4 Form of specimen certificate for the Series B Convertible
Preferred Stock./(20)/
4.5 Form of Common Stock Purchase Warrant issued to holders of the
Series B Convertible Preferred Stock on May 15, 1998./(20)/
4.6 Registration Rights Agreement, dated May 15, 1998 between Pacific
Aerospace & Electronics, Inc. and the holders of the Series B
Convertible Preferred Stock./(20)/
4.7 Warrant Agreement between Interwest Transfer Co., Inc. and PCT
Holdings, Inc. dated July 1, 1996./(4)/
4.8 Amendment No. 1, dated as of May 26, 2000, to the Warrant
Agreement, dated as of July 1, 1996, between Pacific Aerospace &
Electronics, Inc., as successor to PCT Holdings, Inc., and
Interwest Transfer Co., Inc./(32)/
4.9 Purchase Warrant from Pacific Aerospace & Electronics, Inc. to
Paulson Investment Company, Inc., dated September 30, 1997./(20)/
4.10 Purchase Warrant from Pacific Aerospace & Electronics, Inc. to
Chester L. Paulson, dated September 30, 1997./(20)/
4.11 Purchase Warrant from Pacific Aerospace & Electronics, Inc. to M.
Lorraine Maxfield dated September 30, 1997./(20)/
4.12 Common Stock Purchase Warrant No. 001 from Pacific Aerospace &
Electronics, Inc. to Donald A. Wright dated as of November 30,
1996./(10)/
4.13 Common Stock Purchase Warrant No. 002 from Pacific Aerospace &
Electronics, Inc. to Nick A. Gerde dated as of November 30,
1996./(10)/
4.14 Common Stock Purchase Warrant No. 003 from Pacific Aerospace &
Electronics, Inc. to Edward A. Taylor dated as of November 30,
1996./(10)/
4.15 Common Stock Purchase Warrant from Pacific Aerospace & Electronics,
Inc. to Robert L. Smith Unified Credit Trust dated as of February
5, 1998./(20)/
4.16 Common Stock Purchase Warrant from Pacific Aerospace & Electronics,
Inc. to Gregory K. Smith dated June 3, 1997./(9)/
4.17 Common Stock Purchase Warrant from Pacific Aerospace & Electronics,
Inc. to Nestor Wiegand dated June 3, 1997./(9)/
4.18 Securities Purchase Agreement, dated May 15, 1998, between Pacific
Aerospace & Electronics, Inc. and the purchasers of the Company's
Series B Convertible Preferred Stock./(20)/
4.19 Purchase Agreement dated as of July 23, 1998, between Pacific
Aerospace & Electronics, Inc., Balo Precision Parts, Inc., Cashmere
Manufacturing Co., Inc., Ceramic Devices, Inc., Electronic
Specialty Corporation, Morel Industries, Inc., Northwest Technical
Industries, Inc., Pacific Coast Technologies, Inc., Seismic Safety
Products, Inc., PA&E International, Inc. and Friedman, Billings,
Ramsey & Co., Inc. and BancBoston Securities Inc./(18)/
4.20 Indenture dated as of July 30, 1998, between Pacific Aerospace &
Electronics, Inc., Balo Precision Parts, Inc., Cashmere
Manufacturing Co., Inc., Ceramic Devices, Inc., Electronic
Specialty Corporation, Morel Industries, Inc., Northwest Technical
Industries, Inc., Pacific Coast Technologies, Inc., Seismic Safety
Products, Inc., PA&E International, Inc. and IBJ Schroder Bank &
Trust Company./(18)/
4.21 Registration Rights Agreement, dated as of July 30, 1998, between
Pacific Aerospace & Electronics, Inc., Balo Precision Parts, Inc.,
Cashmere Manufacturing Co., Inc., Ceramic Devices, Inc., Electronic
Specialty Corporation, Morel Industries, Inc., Northwest Technical
Industries, Inc., Pacific Coast Technologies, Inc., Seismic Safety
Products, Inc., PA&E International, Inc. and Friedman, Billings,
Ramsey & Co., Inc. and BancBoston Securities Inc./(18)/
4.22 Form of Global Note by Pacific Aerospace & Electronics, Inc./(18)/
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4.23 Form of Subsidiary Guaranty from the U.S. subsidiaries of Pacific
Aerospace & Electronics, Inc./(25)/
4.24 Form of Stock Purchase Agreement used in Spring 2000 private
placement./(31)/
4.25 Securities Purchase Agreement among Pacific Aerospace &
Electronics, Inc., Strong River Investments, Inc., and Bay Harbor
Investments, Inc., dated as of July 27, 2000./(33)/
4.26 Registration Rights Agreement between Pacific Aerospace &
Electronics, Inc., Strong River Investments, Inc., and Bay Harbor
Investments, Inc., dated as of July 27, 2000./(33)/
4.27 Warrant between Pacific Aerospace & Electronics, Inc. and Strong
River Investments, Inc., dated as of July 27, 2000./(33)/
4.28 Warrant between Pacific Aerospace & Electronics, Inc. and Bay
Harbor Investments, Inc., dated as of July 27, 2000./(33)/
4.29 Warrant between Pacific Aerospace & Electronics, Inc. and Strong
River Investments, Inc., dated as of July 27, 2000./(33)/
4.30 Warrant between Pacific Aerospace & Electronics, Inc. and Bay
Harbor Investments, Inc., dated as of July 27, 2000./(33)/
4.31 Vesting Warrant between Pacific Aerospace & Electronics, Inc. and
Strong River Investments, Inc., dated as of July 27, 2000./(33)/
4.32 Vesting Warrant between Pacific Aerospace & Electronics, Inc. and
Bay Harbor Investments, Inc., dated as of July 27, 2000./(33)/
4.33 Placement Agent Warrant between Pacific Aerospace & Electronics,
Inc. and Rochon Capital Group, Ltd., dated as of July 27, 2000.
/(34)/
4.34 Common Stock Purchase Warrant between Pacific Aerospace &
Electronics, Inc. and Continental Capital & Equity Corporation,
dated April 17, 2000./(34)/
4.35 Common Stock Purchase Warrant between Pacific Aerospace &
Electronics, Inc. and Continental Capital & Equity Corporation,
dated April 17, 2000./(34)/
4.36 Common Stock Purchase Warrant between Pacific Aerospace &
Electronics, Inc. and Continental Capital & Equity Corporation,
dated April 17, 2000./(34)/
4.37 Common Stock Purchase Warrant between Pacific Aerospace &
Electronics, Inc. and Continental Capital & Equity Corporation,
dated April 17, 2000./(34)/
10.1 Amended and Restated Stock Incentive Plan./(5)/
10.2 Amendment No. 1 to the Amended and Restated Stock Incentive Plan.
/(19)/
10.3 Amended and Restated Independent Director Stock Plan./(21)/
10.4 1999 Stock Incentive Plan /(30)/
10.5 1997 Employee Stock Purchase Plan./(11)/
10.6 Employment Agreement, dated June 1, 1997, between Pacific Aerospace
& Electronics, Inc. and Donald A. Wright./(9)/
10.7 Amendment No. 1 to Employment Agreement, dated January 29, 1999,
between Pacific Aerospace & Electronics, Inc. and Donald A.
Wright./(27)/
10.8 Employment Agreement, dated March 1, 1999, between Pacific
Aerospace & Electronics, Inc. and Werner Hafelfinger./(27)/
10.9 Employment Agreement, dated June 1, 1997, between Pacific Aerospace
& Electronics, Inc. and Nick A. Gerde./(9)/
10.10 Employment Agreement, dated September 1, 1997, between Pacific
Aerospace & Electronics, Inc. and Sheryl A. Symonds./(12)/
10.11 Promissory Note, dated March 18, 1998, from Pacific Aerospace &
Electronics, Inc. to KeyBank National Association./(15)/
10.12 Security Agreement, dated March 18, 1998, from Pacific Aerospace &
Electronics, Inc. to KeyBank National Association./(15)/
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10.13 Loan Agreement, dated September 7, 1999, between Pacific Aerospace
& Electronics, Inc. and KeyBank National Association./(29)/
10.14 Promissory Note, dated September 22, 1998, from Pacific Aerospace &
Electronics, Inc. to KeyBank National Association./(22)/
10.15 Modification and/or Extension Agreement, dated October 6, 1999,
between Pacific Aerospace & Electronics, Inc. and KeyBank National
Association /(29)/
10.16 Commercial Security Agreement, dated September 7, 1999, between
Pacific Aerospace & Electronics, Inc. and KeyBank National
Association./(29)/
10.17 Promissory Note, dated September 30, 1998, from Pacific Aerospace &
Electronics, Inc. to KeyBank National Association./(22)/
10.18 Deed of Trust, dated September 30, 1998, between Pacific Aerospace
& Electronics, Inc., KeyBank National Association and Land Title
Company, Chelan-Douglas County, Inc./(22)/
10.19 Facility Letter, dated July 30, 1998, from Barclays Bank plc to
Aeromet International plc./(20)/
10.20 General Terms Agreement No. BCA-65323-0458 dated December 20, 1999
between The Boeing Company and Pacific Aerospace & Electronics,
Inc. (U.S. Aerospace Group and European Aerospace Group)./(31)/
10.21 Special Business Provisions No. POP-65323-0519 December 20, 1999
between The Boeing Company and Pacific Aerospace & Electronics,
Inc. (U.S. Aerospace Group and European Aerospace Group)./(1)/
/(31)/
10.22 Long Term Agreement No. 0108098 between Northrop Grumman
Corporation and Cashmere Manufacturing Co., Inc. effective as of
April 6, 1998./(1)/ /(20)/
10.23 Option to Purchase, dated January 29, 199, between Pacific
Aerospace & Electronics, Inc. and Donald A. Wright./(27)/
10.24 Real Estate Agreement, dated January 15, 1999, between Pacific
Aerospace & Electronics, Inc. and the Port of Chelan County./(27)/
21.1 List of Subsidiaries./(34)/
23.1 Consent of KPMG LLP./(34)/
27.1 Financial Data Schedule./(34)/
_______________
/(1)/ Subject to confidential treatment. Omitted confidential information was
filed separately with the Securities and Exchange Commission.
/(2)/ Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended May 31, 1995.
/(3)/ Incorporated by reference to Amendment No. 1 to the Company's
Registration Statement on Form SB-2 filed on June 19, 1996.
/(4)/ Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended May 31, 1996.
/(5)/ Incorporated by reference to the Company's Current Report on Form 10-QSB
for the quarterly period ended November 30, 1996.
/(6)/ Incorporated by reference to the Company's Current Report on Form 8-K
filed on December 12, 1996, reporting the reincorporation merger.
/(7)/ Incorporated by reference to the Company's Registration Statement of
Certain Successor Issuers on Form 8-B filed on February 6, 1997.
/(8)/ Incorporated by reference to the Company's Current Report on Form 8-K
filed on March 12, 1997, reporting the Series A Preferred Stock offering.
/(9)/ Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the fiscal year ending May 31, 1997.
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/(10)/ Incorporated by reference to the Company's Registration Statement on Form
S-8 filed on June 11, 1997.
/(11)/ Incorporated by reference to the Company's Definitive Proxy Statement for
its 1997 Annual Shareholders Meeting, filed on August 28, 1997.
/(12)/ Incorporated by reference to the Post-Effective Amendment No. 1 to Form
SB-2, filed on November 3, 1997.
/(13)/ Incorporated by reference to the Company's Quarterly Report on Form 10-
QSB for the quarterly period ending November 30, 1997.
/(14)/ Incorporated by reference to the Company's Registration Statement on Form
S-3 filed on December 3, 1997.
/(15)/ Incorporated by reference to the Company's Quarterly Report on Form 10-
QSB for the quarterly period ending February 28, 1998.
/(16)/ Incorporated by reference to the Company's Current Report on Form 8-K/A,
filed on May 1, 1998.
/(17)/ Incorporated by reference to the Company's Current Report on Form 8-K
filed on July 10, 1998.
/(18)/ Incorporated by reference to the Company's Current Report on Form 8-K
filed on August 14, 1998.
/(19)/ Incorporated by reference to the Company's Registration Statement on Form
S-8 filed on November 7, 1997.
/(20)/ Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ending May 31, 1998.
/(21)/ Incorporated by reference to the Company's Definitive Proxy Statement
filed on September 1, 1998.
/(22)/ Incorporated by reference to the Company's Quarterly Report on Form 10-Q,
and Form 10-Q/A, for the quarterly period ending August 31, 1998.
/(23)/ Incorporated by reference to the Company's Registration Statement on Form
S-1 filed on October 30, 1998.
/(24)/ Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ending November 30, 1998.
/(25)/ Incorporated by reference to Registration Statement on Form S-4 filed on
November 25, 1998.
/(26)/ Incorporated by reference to Amendment No. 1 to Registration Statement on
Form S-4 filed on January 20, 1999.
/(27)/ Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ending February 28, 1999.
/(28)/ Incorporated by reference to the Company's Annual Report on Form 10-K
filed on August 30, 1999.
/(29)/ Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ending August 31, 1999.
/(30)/ Incorporated by reference to the Company's Definitive Proxy Statement
filed on September 1, 1999.
/(31)/ Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ending February 29, 2000.
/(32)/ Incorporated by reference to the Company's Current Report on Form 8-K
filed on May 31, 2000.
/(33)/ Incorporated by reference to the Company's Current Report on Form 8-K
filed on August 8, 2000.
/(34)/ Filed with this report.
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(b) Reports on Form 8-K.
(i) The Company filed a Current Report on Form 8-K on May 12, 2000
reporting the Nova-Tech acquisition. This Form 8-K was amended by Form 8-K/A
(Amendment No. 1) filed on July 13, 2000, which included required financial
information.
(ii) The Company filed a Current Report on Form 8-K on May 31, 2000,
reporting the extension of the expiration date of the Company's publicly traded
warrants from July 15, 2001 to July 15, 2003.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: August 28, 2000.
PACIFIC AEROSPACE & ELECTRONICS, INC.
By /s/ DONALD A. WRIGHT
--------------------
DONALD A. WRIGHT
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the following capacities on August 28, 2000.
Signatures Title
---------- -----
/s/ DONALD A. WRIGHT President, Chief Executive Officer,
---------------------------- Chairman of the Board
DONALD A. WRIGHT (Principal Executive Officer)
/s/ NICK A. GERDE Vice President Finance, Chief
---------------------------- Financial Officer, Treasurer, and
NICK A. GERDE Assistant Secretary (Principal
Financial and Accounting Officer)
/s/ WERNER HAFELFINGER Director, Vice President Operations
---------------------------- Chief Operating Officer
WERNER HAFELFINGER
/s/ ALLEN W. DAHL Director
----------------------------
ALLEN W. DAHL
/s/ DALE L. RASMUSSEN Director
----------------------------
DALE L. RASMUSSEN
/s/ WILLIAM A. WHEELER Director
----------------------------
WILLIAM A. WHEELER
/s/ ROBERT M. STEMMLER Director
----------------------------
ROBERT M. STEMMLER
97
