10-Q 1 parl-q3.txt BODY OF FORM 10-Q =========================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ____ to ____ ____________________ Commission File No. 0-12942 PARLEX CORPORATION (Exact Name of Registrant as Specified in Its Charter) Massachusetts 04-2464749 ------------------------ ----------- (State of incorporation) (I.R.S. ID) One Parlex Place, Methuen, Massachusetts 01844 (Address of Principal Executive Offices) (Zip Code) 978-685-4341 (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The number of shares outstanding of the registrant's common stock as of May 9, 2005 was 6,475,302 shares. =========================================================================== PARLEX CORPORATION ------------------ FORM 10 - Q ----------- INDEX ----- Part I - Financial Information Page ---- Item 1. Unaudited Condensed Consolidated Financial Statements: Condensed Consolidated Balance Sheets - March 31, 2005 and June 30, 2004 3 Condensed Consolidated Statements of Operations - For the Three and Nine Months Ended March 31, 2005 and March 28, 2004 4 Condensed Consolidated Statements of Cash Flows - For the Nine Months Ended March 31, 2005 and March 28, 2004 5 Notes to Unaudited Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk 40 Item 4. Controls and Procedures 40 Part II - Other Information Item 3. Defaults Upon Senior Securities 42 Item 6. Exhibits 42 Signatures 43 Exhibit Index 44 2 PARLEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) ---------------------------------------------------------------------------

See notes to unaudited condensed consolidated financial statements. 3 PARLEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) ---------------------------------------------------------------------------

See notes to unaudited condensed consolidated financial statements. 4 PARLEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) ---------------------------------------------------------------------------

See notes to unaudited condensed consolidated financial statements. 5 PARLEX CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS --------------------------------------------------------------------------- 1. Basis of Presentation --------------------- The condensed consolidated financial statements include the accounts of Parlex Corporation, its wholly owned subsidiaries ("Parlex" or the "Company") and its 90.1% investment in Parlex (Shanghai) Circuit Co., Ltd. ("Parlex Shanghai"). The financial statements as reported in Form 10-Q reflect all adjustments that are, in the opinion of management, necessary to present fairly the financial position as of March 31, 2005 and the results of operations and cash flows for the three and nine months ended March 31, 2005 and March 28, 2004. All adjustments made to the interim financial statements included all those of a normal and recurring nature. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. This filing should be read in conjunction with the Company's annual report on Form 10-K for the year ended June 30, 2004. As shown in the condensed consolidated financial statements, the Company incurred net losses of $4,522,086 and $6,604,341 and used cash of $1,463,187 and $9,204,897 in operations for the nine months ended March 31, 2005 and March 28, 2004, respectively. In addition, the Company had an accumulated deficit of $22,293,392 at March 31, 2005. As of March 31, 2005, the Company had a cash balance of $3,940,821. In response to the worldwide downturn in the electronics industry, management has taken a series of actions to reduce operating expenses and to restructure operations, consisting primarily of reductions in workforce and consolidation of manufacturing operations. During 2004, the Company transferred its high volume automated surface mount assembly line from its Cranston, Rhode Island facility to China. In August 2004, the Company announced a new strategic relationship with Delphi Corporation to supply all multilayer flex and rigid flex circuits that were previously manufactured by Delphi Corporation in its Irvine, California facility. Management continues to implement plans to control operating expenses, inventory levels, and capital expenditures as well as manage accounts payable and accounts receivable to enhance cash flow and return the Company to profitability. Management's plans include the following actions: 1) continuing to consolidate manufacturing facilities; 2) continuing to transfer certain manufacturing processes from the Company's domestic operations to lower cost international manufacturing locations, primarily those in the People's Republic of China; 3) expanding the Company's products in the home appliance, cell phone and handheld devices, medical, military and aerospace, and electronic identification markets; 4) continuing to monitor general and administrative expenses; and 5) continuing to evaluate opportunities to improve capacity utilization by either acquiring multilayer flexible circuit businesses or entering into strategic relationships for their production. In fiscal years 2003 and 2004, management entered into a series of alternative financing arrangements to partially replace or supplement those currently in place in order to provide the Company with financing to support its current working capital needs. Working capital requirements, particularly those to support the growth in the Company's China operations, consumed $10.4 million of a total $11.4 million of cash used in operations during 2004. In September 2004, the Company secured a new $5 million asset based working capital agreement with the Bank of China which provides standalone financing for its China operations. In addition, in May and June of 2004 the Company received net proceeds of approximately $2.95 million from the sale of its Series A convertible preferred stock. In December 2004, the Company entered into a joint venture agreement and related agreements with Infineon Technologies Asia Pacific Pte Ltd. The Company received a $1.0 million deposit upon execution of the agreements, and will receive an additional $2.0 million once certain People's Republic of China government approvals are received for the new joint venture company and the transaction closes (see Note 14). Also in December 2004, the Company executed a loan modification with Silicon Valley Bank ("SVB") extending the term of its loan agreement with SVB to July 6 2006 and increasing the borrowing limit from $10.0 million to $12.0 million. In February 2005, the landlord for the Company's Methuen, Massachusetts facility completed the sale of the property to a third party. Under the terms of the transaction, the Company received cash of approximately $2.2 million. The proceeds represented repayment of the outstanding financing the Company originally provided under the initial sale-leaseback transaction and a settlement of amounts due under terms of an earn out provision (see Note 8). During the first nine months ended March 31, 2005, the Company used cash in operations of approximately $1,463,000. Management continues to evaluate alternative financing opportunities to further improve its liquidity and to fund working capital needs. Management believes that the Company's cash on hand and the cash expected to be generated from operations will be sufficient to enable the Company to meet its operating obligations at least through March 2006. If the Company requires additional or new external financing to repay or refinance its existing financing obligations or fund its working capital requirements, the Company believes that it will be able to obtain such financing. Failure to obtain such financing may have a material adverse impact on the Company's operations. At March 31, 2005, the Company was not in compliance with certain financial covenants of its loan agreement with SVB. The Company has received a waiver from the bank of its non-compliance at March 31, 2005 and the bank has continued to allow the Company to borrow against the loan agreement. 2. Stock-Based Compensation ------------------------ The Company accounts for stock-based compensation to employees and nonemployee directors in accordance with Accounting Principles Board Opinion No. 25 ("APB No. 25"), Accounting for Stock Issued to Employees, using the intrinsic-value method as permitted by Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"), Accounting for Stock-Based Compensation. Under the intrinsic value method, compensation associated with stock awards to employees and directors is determined as the difference, if any, between the current fair value of the underlying common stock on the date compensation is measured and the price the employee or director must pay to exercise the award. The measurement date for employee awards is generally the date of grant. Had the Company used the fair-value method to measure compensation, the Company's net loss and basic and diluted net loss per share would have been as follows:

7 The fair values of the options at the date of grant were estimated using the Black-Scholes option pricing model with the following assumptions:

In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 123R, Share- Based Payment ("SFAS No. 123R"). This Statement is a revision of SFAS No. 123, and supersedes APB No. 25, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share- based payment transactions. The Statement requires entities to recognize stock compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards (with limited exceptions). SFAS No. 123R is effective for the Company's annual reporting period that begins after June 15, 2005. The Company expects to adopt SFAS No. 123R using the Statement's modified prospective application method. Adoption of SFAS No. 123R is expected to increase stock compensation expense. The Company is evaluating the effect that SFAS 123R will have in subsequent years. In addition, SFAS No. 123R requires that the excess tax benefits related to stock compensation be reported as a financing cash inflow rather than as a reduction of taxes paid in cash from operations. The following is a summary of activity for all of the Company's stock option plans:

8 The following table presents weighted-average price and life information about significant option groups outstanding and exercisable at March 31, 2005:

3. Inventories ----------- Inventories of raw materials are stated at the lower of cost (first- in, first-out) or market. Work in process and finished goods are valued as a percentage of completed cost, not in excess of net realizable value. Raw material, work in process and finished goods inventory associated with programs cancelled by customers are fully reserved for as obsolete. Reductions in obsolescence reserves are recognized when the underlying products are disposed of or sold. Inventories consisted of:

9 4. Property, Plant and Equipment ----------------------------- Property, plant and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives. Property, plant and equipment consisted of:

5. Intangible Assets ----------------- Intangible assets consisted of:

The Company has reassessed the remaining useful lives of the intangible assets at March 31, 2005 and determined the useful lives are appropriate in determining amortization expense. Amortization expense for the nine months ended March 31, 2005 and March 28, 2004 was $2,196 and $3,913, respectively. 10 6. Other Assets ------------ Other assets consisted of:

In 2003, Poly-Flex sold its operating facility in Cranston, Rhode Island and entered into a five-year lease of the Poly-Flex Facility with the buyer. The Company did not record an immediate loss on the transaction since the fair value of the Poly-Flex Facility exceeded the net book value of the facility at the time of sale. However, approximately $1,374,000 of excess net book value over the sales price was recorded as a deferred loss and included in Other Assets - Net on the condensed consolidated balance sheets. The deferred loss is being amortized to lease expense over the five-year lease term. Amortization of the deferred loss, reported as a component of rent expense, was $206,000 for the nine months ended March 31, 2005 and March 28, 2004. Amortization of deferred financing costs was $261,000 and $196,000 for the nine months ended March 31, 2005 and March 28, 2004, respectively. 7. Accrued Liabilities - Facility Exit Costs ----------------------------------------- The following is a summary of the facility exit costs activity during the nine months ended March 31, 2005:

The remaining accrued facility exit costs at March 31, 2005 represent the estimated costs to refurbish the facility. The Company expects the balance of accrued facility exit costs at March 31, 2005 to be paid by the end of fiscal 2005. 11 8. Long-term Debt -------------- Long-term debt consisted of:

A summary of the current portion of our long-term debt described above is as follows:

Loan and Security Agreement ("the Loan Agreement") - The Company executed the Loan Agreement with Silicon Valley Bank on June 11, 2003, and since such date has entered into eight amendments to the Loan Agreement. The Loan Agreement provided Silicon Valley Bank with a secured interest in substantially all of the Company's assets. The Company may borrow up to $12.0 million based on a borrowing base of eligible accounts receivable. Borrowings may be used for working capital purposes only. The Loan Agreement allows the Company to issue letters of credit, enter into foreign exchange forward contracts and incur obligations using the bank's cash management services up to an aggregate limit of $1.0 million, which reduces the Company's availability for borrowings under the Loan Agreement. As of March 31, 2005, the Company had a $1.0 million letter of credit outstanding. The Loan Agreement contains certain restrictive covenants, including but not limited to, limitations on debt incurred by its foreign subsidiaries, acquisitions, sales and transfers of assets, and prohibitions against cash dividends, mergers and repurchases of stock without prior bank approval. The Loan Agreement also has financial covenants, which among other things require the Company to maintain $750,000 in minimum cash balances or excess availability under the Loan Agreement. On December 22, 2004, the Company executed a Seventh Loan Modification Agreement (the "Seventh Modification Agreement") with Silicon Valley Bank. The Seventh Modification Agreement increased the Company's maximum borrowings to $12.0 million based upon a borrowing base of eligible accounts 12 receivable plus the lesser of 20% of eligible inventory or $1.0 million. The Seventh Modification Agreement reduced the interest rate on borrowings to the bank's prime rate (5.75% at March 31, 2005) plus 2.00% (decreasing to prime plus 1.25% after two consecutive quarters of positive operating income and to prime plus 0.50% after two consecutive quarters of positive net income, respectively). The Seventh Modification Agreement changed the EBITDA requirement to $500,000 on a three month trailing basis as of the period ending December 31, 2004 and each month thereafter until May 31, 2005 and to $750,000 on a three month trailing basis as of the period ending June 30, 2005 and each month thereafter. The Seventh Modification Agreement also extended the maturity date of the Loan Agreement from July 11, 2005 to July 11, 2006. On May 10, 2005, the Company executed an Eighth Loan Modification Agreement (the "Eighth Modification Agreement") with Silicon Valley Bank. The Eighth Modification Agreement changed the EBITDA requirement to $1.00 on a monthly basis as of the period ending April 30, 2005 and May 31, 2005 and $750,000 on a trailing three month basis as of the period ending June 30, 2005 and each month thereafter. As of March 31, 2005, the Company was not in compliance with certain Loan Agreement financial covenants. The Company has received a waiver from bank of its non- compliance at March 31, 2005, and the bank has continued to allow the Company to borrow against the Loan Agreement. At March 31, 2005, the Company had available borrowing capacity under the Loan Agreement of approximately $4.8 million. As the available borrowing capacity exceeded $750,000 at March 31, 2005, none of the Company's cash balance was subject to restriction at March 31, 2005. The Loan Agreement includes both a subjective acceleration clause and a lockbox arrangement that requires all lockbox receipts to be used to pay down the revolving credit borrowings. Accordingly, borrowings under the Loan Agreement are classified as current liabilities in the accompanying consolidated balance sheets as of March 31, 2005 and June 30, 2004 as required by Emerging Issues Task Force Issue No. 95- 22, "Balance Sheet Classification of Borrowings Outstanding Under Revolving Credit Agreements that include both a Subjective Acceleration Clause and a Lockbox Arrangement". However, such borrowings will be excluded from current liabilities in future periods and considered long-term obligations if: 1) such borrowings are refinanced on a long-term basis, 2) the subjective acceleration terms of the Loan Agreement are modified, or 3) such borrowings will not require the use of working capital within one year. Parlex Shanghai Term Notes - A summary of the Parlex Shanghai term notes are as follows:

Upon execution of the Loan Agreement on June 10, 2003, the Company issued warrants for the purchase of 25,000 shares of its common stock to Silicon Valley Bank at an initial exercise price of $6.89 per share. The exercise price is subject to future adjustment under certain conditions, including but not limited to, stock splits and stock dividends. The fair value of the warrants on June 10, 2003 was approximately $100,600, which was recorded as a deferred financing cost and is being amortized to interest expense over the life of the Loan Agreement. Amortization expense for the nine months ended March 31, 2005 and March 28, 2004 was $38,000. In connection with the sale of the Convertible Subordinated Notes, the investors and the investment adviser received warrants to purchase 331,500 shares of common stock, at an initial exercise price of $8.00 per share. The exercise price of the warrants is subject to adjustment in the event of stock splits, dividends and certain combinations. The relative fair value of the warrants issued to the investors and to the investment adviser on July 28, 2003 was approximately $1.0 million and $146,000, respectively. The relative fair value of the warrants was recorded as an increase in additional paid-in capital and as an original issuance discount recorded against the carrying value of the Notes. In December 2003, one of the investors exercised their warrants to purchase 75,000 shares of the Company's common stock and the Company received proceeds of $600,000. The original issue discount is being amortized to interest expense over the four year life of the Note and totaled $216,900 for the nine months ended March 31, 2005. In connection with the sale of the Series A Convertible Preferred Stock, the investors received common stock purchase warrants for an aggregate of 203,125 shares of common stock at an initial exercise price of $8.00 16 per share. The conversion price of the Preferred Stock and the exercise price of the Warrants are subject to adjustment in the event of stock splits, dividends and certain combinations. Treasury Stock - Effective July 1, 2004, companies incorporated in Massachusetts became subject to the Massachusetts Business Corporation Act, Chapter 156D. The new Act eliminates the concept of "treasury stock" and instead Section 6.31 of Chapter 156D provides that shares that are reacquired by a company become authorized but unissued shares. Accordingly, shares previously reported as treasury stock by the Company have been redesignated, at an aggregate cost of approximately $1.0 million, as authorized but unissued shares. This aggregate cost has been allocated to the common stock's par value and additional paid-in capital. 10. Revenue Recognition ------------------- Revenue on product sales is recognized when persuasive evidence of an agreement exists, the price is fixed or determinable, delivery has occurred and there is reasonable assurance of collection of the sales proceeds. The Company generally obtains written purchase authorizations from its customers for a specified amount of product, at a specified price and considers delivery to have occurred at the time title to the product passes to the customer. Title passes to the customer according to the shipping terms negotiated between the Company and the customer. License fees and royalty income are recognized when earned. 11. Income Taxes ------------ Income taxes are recorded for interim periods based upon an estimated annual effective tax rate. The Company's effective tax rate is impacted by the proportion of its estimated annual income being earned in domestic versus foreign tax jurisdictions, the generation of tax credits and the recording of a valuation allowance. The Company performs an ongoing evaluation of the realizability of its net deferred tax assets. As a result of its operating losses, uncertain future operating results, and past non-compliance with certain of its debt covenant requirements, the Company determined during fiscal 2003 that it is more likely than not that certain historic and current year income tax benefits will not be realized. Consequently, the Company established a valuation allowance against all of its U.S. net deferred tax assets and has not given recognition to these net tax assets in the accompanying financial statements at March 31, 2005. Upon a favorable change in the operations and financial condition of the Company that results in a determination that it is more likely than not that all or a portion of the net deferred tax assets will be utilized, all or a portion of the valuation allowance previously provided for will be eliminated. 12. Net Loss Per Share ------------------ Basic net loss per share is calculated on the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated on the weighted-average number of common shares and common share equivalents resulting from outstanding options and warrants except where such items would be antidilutive. 17 The net loss attributable to common stockholders for each period is as follows:

Antidilutive shares were not included in the per-share calculations for the three and nine months ended March 31, 2005 and March 28, 2004 due to the reported net losses for those periods. Antidilutive shares totaled approximately 1.2 million and 844,000 for the nine months ended March 31, 2005 and March 28, 2004, respectively. All antidilutive shares relate to outstanding stock options except for 484,625 and 272,500 antidilutive shares for the nine months ended March 31, 2005 and March 28, 2004, respectively relating to warrants issued in connection with certain debt and equity financings (see Note 9). 13. Comprehensive Loss ------------------ Comprehensive loss for the three and nine months ended March 31, 2005 and March 28, 2004 is as follows:

At March 31, 2005 and June 30, 2004, the Company's accumulated other comprehensive loss pertains entirely to foreign currency translation adjustments. 14. Joint Venture ------------- On December 22, 2004, Parlex entered into a Joint Venture Agreement (amended March 28, 2005), Stock Transfer Agreement and License Agreement (collectively, the "Agreements") with Infineon Technologies Asia Pacific Pte. Ltd ("Infineon"), a wholly-owned subsidiary of Infineon Technologies AG. Pursuant to the Agreements, Infineon will purchase, for an aggregate $3.0 million, a 49% interest in a new entity to be formed by Parlex. Under the terms of the Agreements, the Company is required to obtain certain governmental approvals from the People's Republic of China with respect to establishing the new entity, and be able to consummate the transaction no later than July 1, 2005 (the "Outside Closing Date"). Upon execution of the Agreements, the Company received a deposit of an aggregate $1.0 million of the total purchase price. Specifically, Infineon paid $500,000 to the Company as consideration for the License Agreement, pursuant to which the Company granted Infineon a license relating to certain proprietary technology used in connection with the business to be operated by the joint venture. Infineon also paid $500,000 of the $2.5 million to be payable to the Company under the Stock Transfer Agreement, with the remaining $2.0 million to be paid at closing. In the event the transaction is not consummated on or before the Outside Closing Date, the Company is required to repay the $1.0 million, or Infineon shall be entitled to offset such amount against certain Company invoices submitted to Infineon. 18 15. Other Recent Accounting Pronouncements -------------------------------------- In November 2004, the FASB issued Statement No. 151, Inventory Costs, an amendment to ARB No. 43, Chapter 4. Statement 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. Statement 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company is presently evaluating the effect that adoption of Statement 151 will have on its consolidated financial position, results of operations or cash flows. In December 2004, the FASB issued Statement No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29. Statement 153 addresses the measurement of exchanges of nonmonetary assets and redefines the scope of transactions that should be measured based on the fair value of the assets exchanged. Statement 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not believe that adoption of Statement 153 will have a material effect on its consolidated financial position, results of operations or cash flows. In December 2004, the FASB issued FASB Staff Position No. 109-1, Application of FASB Statement No. 109 (SFAS 109), Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 (FSP 109-1). FSP 109-1 clarifies that the manufacturer's deduction provided for under the American Jobs Creation Act of 2004 (AJCA) should be accounted for as a special deduction in accordance with SFAS 109 and not as a tax rate reduction. The adoption of FSP 109-1 will have no impact on the Company's results of operations or financial position for fiscal year 2005 because the manufacturer's deduction is not available to the Company until fiscal year 2006. The Company is presently evaluating the effect that the manufacturer's deduction will have in subsequent years. The FASB also issued FASB Staff Position No. 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (FSP 109-2). The AJCA introduces a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer (repatriation provision), provided certain criteria are met. FSP 109-2 provides accounting and disclosure guidance for the repatriation provision. Until the Treasury Department or Congress provides additional clarifying language on key elements of the repatriation provision, the amount of foreign earnings to be repatriated by the Company, if any, cannot be determined and the presumption that such unremitted earnings will be repatriated cannot be overcome. FSP 109-2 grants an enterprise additional time beyond the year ended March 31, 2005, in which the AJCA was enacted, to evaluate the effects of the AJCA on its plan for reinvestment or repatriation of unremitted earnings. FSP 109-2 calls for enhanced disclosures of, among other items, the status of a Company's evaluations, the effects of completed evaluations, and the potential range of income tax effects of repatriations. 19 Item 2. Management's Discussion and Analysis of Financial Condition and ------------------------------------------------------------------------ Results of Operations --------------------- This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial information included in this Quarterly Report on Form 10-Q and with "Factors That May Affect Future Results" set forth on page 31. The following discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and is subject to the safe-harbor created by such Act. Forward-looking statements express our expectations or predictions of future events or results. They are not guarantees and are subject to many risks and uncertainties. There are a number of factors - many beyond our control - that could cause actual events or results to be significantly different from those described in the forward-looking statement. Any or all of our forward-looking statements in this report or in any other public statements we make may turn out to be wrong. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe" or words of similar meaning. They may also use words such as "will," "would," "should," "could" or "may". Our actual results could differ materially from the results contemplated by these forward-looking statements as a result of many factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q. Our significant accounting policies are more fully described in Note 3 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2004. However, certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our management which subjects them to an inherent degree of uncertainty. In applying our accounting policies, our management uses its best judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical experience, terms of existing contracts, our observance of trends in the industry, information provided by our customers, information available from other outside sources, and on various other factors that we believe to be appropriate under the circumstances. We believe that the critical accounting policies discussed below involve more complex management judgment due to the sensitivity of the methods, assumptions and estimates necessary in determining the related asset, liability, revenue and expense amounts. Overview We believe we are a leading supplier of flexible interconnects principally for sale to the automotive, telecommunications and networking, diversified electronics, military, home appliance, electronic identification, medical and computer markets. We believe that our development of innovative materials and processes provides us with a competitive advantage in the markets in which we compete. During the past three fiscal years, we have invested approximately $12.4 million in property and equipment and approximately $17.7 million in research and development to develop materials and enhance our manufacturing processes. We believe that these expenditures will help us to meet customer demand for our products, and enable us to continue to be a technology leader in the flexible interconnect industry. Our research and development expenses are included in our cost of products sold. Over the past three years, we were adversely affected by the economic downturn and its impact on our key customers and markets. Beginning in 2004, we experienced sales growth in several strategic markets, particularly in the second half of the fiscal year. Growth in the medical, home appliance and military markets has helped to reduce domestic losses. Significant investment over the past three years has positioned us to capitalize on a rapidly expanding China electronic manufacturing industry. In 2004, our China operations revenues increased by over 65% with significant improvement in profitability. During fiscal years 2002, 2003 and 2004 we incurred aggregate operating losses of $35.3 million and used cash to fund operations and working capital of $13.7 million. We have taken certain steps to improve operating margins, including the closure of facilities, downsizing of our North American employee base, and transfer of our manufacturing operations to lower cost locations, such as the People's Republic of China. In addition, we 20 have worked closely with our lenders to manage through this difficult time and have obtained additional capital in 2003 and 2004 through sale-leasebacks of selected corporate assets, the issuance of convertible debt and preferred stock and the execution of new working capital borrowing agreements. As a result of the difficult economic environment, we have had difficulty maintaining compliance with the terms and conditions of certain of our financing facilities. At March 31, 2005, we were not in compliance with certain financial covenants of our loan agreement with Silicon Valley Bank. We have received a written waiver from the bank, for our non-compliance at March 31, 2005, and the bank has continued to allow us to borrow against the loan agreement. Our fiscal third quarter ending March 31 is typically adversely impacted by the cyclical nature of certain strategic markets we serve. This is particularly true in the computer and peripheral market where annual model year design change occurs in January. Coupled with the Chinese New Year holidays, the third quarter is historically the weakest for our rapidly growing China operations. New production awards began ramping up in March 2005. As such, we anticipate a strong recovery in volume production during the fourth quarter ending June 30, 2005. In the future, we expect to be in compliance with all our bank covenants. We have $5.4 million in existing short-term debt associated with our Chinese operations that will be refinanced or repaid in 2005. We believe that we will be able to obtain the necessary refinancing of this debt because of our history of successfully refinancing our short-term Chinese borrowings and our Chinese operation's strong operating results. In fiscal 2004, revenues from our Chinese operations grew 65%. In the nine months ended March 31, 2005, revenues from our Chinese operations grew 56% compared to the nine months ended March 28, 2004. We expect continued revenue growth and improved profitability in China during fiscal 2005. The economy in China continues to expand rapidly, often outpacing local infrastructure development. During the past year the Chinese government has taken a series of steps to control economic growth. These steps include tightening of monetary policies particularly in industries such as building and commercial real estate development. Controls over credit have slowed bank loan growth. Additional short term lending may be more difficult to obtain in the future. Failure to obtain the necessary refinancing of our short-term Chinese debt may have a material adverse impact on our operations. Critical Accounting Policies The U.S. Securities and Exchange Commission defines critical accounting policies as those that are, in management's view, most important to the portrayal of the company's financial condition and results of operations and most demanding of their judgment. We believe the following policies to be critical to an understanding of our consolidated financial statements and the uncertainties associated with the complex judgments made by us that could impact our results of operations, financial position and cash flows. Our significant accounting policies are more fully described in our Annual Report on Form 10-K for the year ended June 30, 2004. The preparation of consolidated financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, property, plant and equipment, goodwill and other intangible assets, valuation of stock options and warrants, income taxes and other accrued expenses, including self-insured health insurance claims. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In applying our accounting policies, our management uses its best judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Actual results would differ from these estimates. Revenue recognition and accounts receivable. We recognize revenue on product sales when persuasive evidence of an agreement exists, the price is fixed and determinable, delivery has occurred and there is reasonable assurance of collection of the sales proceeds. We generally obtain written purchase authorizations from our customers for a specified amount of product, at a specified price and consider delivery to have 21 occurred at the time title to the product passes to the customer. Title passes to the customer according to the shipping terms negotiated between the customer and us. License fees and royalty income are recognized when earned. We have demonstrated the ability to make reasonable and reliable estimates of product returns in accordance with SFAS No. 48 and of allowances for doubtful accounts based on significant historical experience. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Inventories. We value our raw material inventory at the lower of the actual cost to purchase and/or manufacture the inventory or the current estimated market value of the inventory. Work in process and finished goods are valued as a percentage of completed cost, not in excess of net realizable value. We regularly review our inventory and record a provision for excess or obsolete inventory based primarily on our estimate of expected and future product demand. Our estimates of future product demand will differ from actual demand and, as such, our estimate of the provision required for excess and obsolete inventory will change, which we will record in the period such determination was made. Raw material, work in process and finished goods inventory associated with programs cancelled by customers are fully reserved for as obsolete. Reductions in obsolescence reserves are recognized when realized through disposal of reserved items, either through sale or scrapping. Goodwill. We recorded goodwill in connection with our acquisition of a 40% interest in Parlex Shanghai and our 1999 acquisition of Parlex Dynaflex Corporation ("Dynaflex"). We account for goodwill under the provisions of SFAS No. 142, Goodwill and Other Intangible Assets. Under the provisions of SFAS No. 142, if an intangible asset is determined to have an indefinite useful life, it shall not be amortized until its useful life is determined to be no longer indefinite. An intangible asset that is not subject to amortization shall be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is not amortized but is tested for impairment, for each reporting unit, on an annual basis and between annual tests in certain circumstances. In accordance with the guidelines in SFAS No. 142, we determined we have one reporting unit. We evaluate goodwill for impairment by comparing our market capitalization, as adjusted for a control premium, to our recorded net asset value. If our market capitalization, as adjusted for a control premium, is less than our recorded net asset value, we will further evaluate the implied fair value of our goodwill with the carrying amount of the goodwill, as required by SFAS No. 142, and we will record an impairment charge against the goodwill, if required, in our results of operations in the period such determination was made. Since our market capitalization, as adjusted, exceeded our recorded net asset value upon adoption of SFAS No. 142 and at the subsequent annual impairment analysis dates, we have concluded that no impairment adjustments were required at the time of adoption or at the annual impairment analysis date. The carrying value of the goodwill was $1,157,510 at March 31, 2005 and June 30, 2004. Based on the current recorded net asset value, we may be required to record a charge for the impairment of our goodwill in the future should our stock price consistently remain at a price of less than approximately $5.00 per share. Income Taxes. We determine if our deferred tax assets and liabilities are realizable on an ongoing basis by assessing our valuation allowance and by adjusting the amount of such allowance, as necessary. In the determination of the valuation allowance, we have considered future taxable income and the feasibility of tax planning initiatives. Should we determine that it is more likely than not that we will realize certain of our net deferred tax assets for which we previously provided a valuation allowance, an adjustment would be required to reduce the existing valuation allowance. In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended period of time for resolution. Although we believe that we have adequately considered such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on the results of our operations. 22 Off-Balance Sheet Arrangements. We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating parts of our business that are not consolidated into our financial statements. We do not have any arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to materially affect our liquidity or the availability of capital resources, except as may be set forth below under "Liquidity and Capital Resources." Our obligations under operating leases are disclosed in the Notes to our financial statements. Results of Operations --------------------- The following table sets forth, for the periods indicated, selected items in our statements of operations as a percentage of total revenue. You should read the table and the discussion below in conjunction with our Condensed Consolidated Financial Statements and the Notes thereto.

Three Months Ended March 31, 2005 Compared to Three Months Ended March 28, 2004 ------------------------------------------------------------------------------- Total Revenues. Total revenues for the three months ended March 31, 2005 were $29.1 million versus $23.2 million for the three months ended March 28, 2004. This represents an increase of $6.0 million or 26%. Solid revenue growth was recorded in each of our lines of business with the exception of our laminated cable operations which were essentially flat year over year. Bookings in the laminated cable business were below plan for a third consecutive quarter. Increased competition from Asian competitors continues to have an adverse effect on large volume opportunities. We believe revenues will improve with additional sales focus coupled with the purchase of a new high speed laminator. We are looking to lease this equipment for installation in our Mexico facility. This capital acquisition will provide improved pitch and tolerance capabilities and is anticipated to be installed in the fourth quarter. Revenues from our China operations increased to $10.7 million from $7.3 million in the prior year representing a 47% increase for the same period year over year. Strong growth occurred in the computer and peripheral, automotive and telecommunications markets year over year. Revenues from our smart card business were well below expectations caused by delayed orders from Infineon. No production orders were received thereby leaving our manufacturing line essentially idle other than for prototyping. Product qualification problems with Infineon's end customer triggered the delay. New volume production orders were placed in April 2005. Revenue in our China operations from markets such as electronic identification is particularly important in our third quarter given the cyclical nature of other markets served. Markets such as computer and peripherals are adversely affected by seasonally lower demand coupled with design change implementations occurring in the third quarter. In addition, Chinese New Year holidays interrupt third quarter production schedules. Polymer thick film revenues totaled $8.9 million representing a 9% increase versus the same period of the prior year. Revenue increases continue to be driven by accelerated growth in 23 the medical market, particularly in disposable medical devices. Strong performance occurred in particular in our United States manufacturing operations. We began to increase production on several new appliance orders late in the third quarter. Revenues in our Methuen, Massachusetts multilayer manufacturing operations increased 43% versus the same period of the prior year. Steady growth in military /aerospace programs has contributed to an improved backlog of base business. In July 2004, we began transitioning multilayer flex manufacturing from Delphi Corporation's Irvine, California facility to our Methuen operation under a strategic sourcing relationship. We continued to make progress with this transition during the third quarter although we remain two quarters away from completion. Increased manufacturing levels in our Methuen facility are critical to improving absorption within a significantly under utilized operation. Cost of Products Sold. Cost of products sold was $26.5 million, or 91% of total revenues, for the three months ended March 31, 2005, versus $21.3 million, or 92% of total revenues, for the three months ended March 28, 2004. Slight reduction in the cost of products sold as a percentage of total revenues, and a corresponding improvement in our gross margin, was in large part driven by manufacturing volume increases. Revenues increased 26% for the same period year over year, resulting in improved factory utilization and better absorption of fixed overhead costs. Fixed and variable manufacturing overhead decreased from 41% of revenues in the third quarter of fiscal 2004 to 40% of revenues for the third quarter of fiscal 2005. In addition to improved utilization, overhead as a percentage of revenue was favorably impacted by a continued shift of manufacturing to our low cost China operations. Reductions in manufacturing overhead were in part offset by increases in material costs. Raw material costs and in particular copper prices escalated more than 25% during the past fiscal year. Similarly, base flexible materials such as polyimide rose substantially during the year with worldwide supply constraints. In many cases this has forced us to increase our pricing to our customers. Long term supply commitments however, do not always permit price increases, at least in the short term. Rising material costs continues to place adverse pressure on gross margins. Margins were also adversely impacted by the lack of production orders for our smart card line. In addition to fixed costs such as depreciation and facility expense, idle labor was essentially a fixed cost for this quarter. Lower production levels elsewhere in our China operations provided little opportunity to leverage resources. Substantial investment in training coupled with production commencing in April required retaining the current workforce. The Methuen multilayer operation continues to experience low capacity utilization and, correspondingly, significant unfavorable manufacturing variances. We currently estimate our multilayer utilization to be approximately 40%. Revenue in the multilayer operation was severely impacted by the rapid decline of the telecommunications network infrastructure market. In fiscal 2001 this market represented over 75% of multilayer revenues. By the first quarter of fiscal 2003, revenues in this market were immaterial. We have seen little or no recovery in this market to date. Over the past two years we have sought to replace this revenue by targeting markets demanding complex North American design and manufacturing solutions. We believe the military aerospace and medical markets represent two growing markets demanding such services. In addition to a focused corporate sales effort targeting new business development, we have continued to evaluate opportunities to acquire business, particularly in the highly fragmented military aerospace market. In June 2004, we entered into a strategic sourcing agreement with Delphi Corporation. Under the arrangement, Delphi Corporation will transfer production of its multilayer flexible circuit manufacturing to our Methuen operation. In the third quarter of fiscal 2005 shipments totaled approximately $529,000. We expect manufacturing to increase significantly over the remainder of the 2005 fiscal year improving facility utilization and further reducing multilayer operating losses. 24 Selling, General and Administrative Expenses. Selling, general and administrative expenses were $4.1 million for the three months ended March 31, 2005 versus $3.8 million for the comparable period in the prior year. Increases can be primarily attributed to higher commissions of $200,000 due to increases in revenues, higher public company costs of $200,000 including legal, audit and insurance, continued escalation of fringe costs of $100,000 in particular medical expenses, and infrastructure investment in China of $100,000. These increases were in part offset by a reduction in bad debt expense of $300,000 associated with a settlement of an accounts receivable dispute. Interest Income. Interest income was $17,000 for the three months ended March 31, 2005 compared to $2,000 for the three months ended March 28, 2004. The balance represents interest income on our cash balances. Interest Expense. Interest expense was $762,000 for the three months ended March 31, 2005 compared to $642,000 for the three months ended March 28, 2004. Interest expense for the period ended March 31, 2005 included $423,000 for amortized deferred financing costs and $83,000 for interest payable in common stock related to issuance of convertible notes in July 2003. The deferred financing costs are associated with the sale-leaseback of our Methuen, Massachusetts facility, the Loan Agreement with Silicon Valley Bank and sale of our convertible subordinated notes. The balance of the interest expense represents interest incurred on our short and long term bank borrowings and deferred compensation. Our loss before income taxes and the minority interest in our Chinese joint venture, Parlex Shanghai, was $2.2 million in the three months ended March 31, 2005 compared to $2.6 million in the three months ended March 28, 2004. We own 90.1% of the equity interest in Parlex Shanghai and, accordingly, include Parlex Shanghai's results of operations, cash flows and financial position in our consolidated financial statements. Income Taxes. Our effective tax rate was approximately 0.2% for the three months ended March 31, 2005, versus 1.9% for the three months ended March 28, 2004. Our effective tax rate is impacted by the proportion of our estimated annual income being earned domestically versus in foreign tax jurisdictions, the generation of tax credits and the recording of any valuation allowance. As a result of our history of operating losses, uncertain future operating results, and the past non-compliance with certain of our debt covenants requirements, which have subsequently been waived, we determined that it is more likely than not that certain historic and current year income tax benefits will not be realized. Consequently, we recorded no income tax benefits on our U.S. operating losses during the three months ended March 31, 2005. In fiscal 2003, we established a valuation allowance against all of our remaining net U.S. deferred tax assets. Nine months Ended March 31, 2005 Compared to Nine months Ended March 28, 2004 ----------------------------------------------------------------------------- Total Revenues. Total revenues for the nine months ended March 31, 2005 were $90.8 million versus $66.4 million for the nine months ended March 28, 2004. This represents an increase of $24.4 million or 37%. Increases were recorded in each of our business units with particularly strong growth in our China (56%), Multilayer (48%) and Polymer Thick Film (21%) operations. Strong revenues were recorded in our China operations for the first nine months of fiscal 2005. Our China operation's sales increased to 42% of the Company's total revenues versus 37% for the first nine months of fiscal 2004. Foreign sourced revenues increased to 55% of total revenues for the first nine months of fiscal 2005. China revenue increases of $13.8 million, were driven by strong sales in the computer peripherals, wireless telecom, automotive, and electronic identification markets. Hewlett Packard remained our largest China customer and only customer representing greater than 10% of total Company revenues. Total revenues from Hewlett Packard for the first nine months were $18.1 million. New design awards for calendar year 2005 are likely to sustain our preferred supplier position with Hewlett Packard for the next twelve months. Polymer thick film revenues increased $4.7 million over the same period of the prior year with growth occurring primarily in the disposable medical market. Several new program design wins in the 25 appliance market will contribute to growth here over the next twelve months. Multilayer revenues increased $4.5 million versus the same period of the prior year. Focused efforts to re-develop our military aerospace business have begun to show improved results. Raytheon Company remained our single largest multilayer customer in the second quarter with solid growth from Delphi Corporation and BAE Systems. Cost of Products Sold. Cost of products sold was $79.5 million, or 88% of total revenues, for the nine months ended March 31, 2005, versus $59.5 million, or 90% of total revenues, for the nine months ended March 28, 2004. Increased capacity utilization in China resulted in margin improvement. Gross margins in China were 19% for the first nine months of fiscal 2005 versus 18% for the comparable period of the prior year. However, margins were adversely affected by the suspended production of our smart card products. Delayed orders from Infineon caused by product qualification problems with their end customer resulted in idle production for the quarter. Polymer thick film gross margins decreased from 17% to 14% for the first nine months of the fiscal year. Decreases can be primarily attributed to an increase in lower margin assembly business during fiscal 2005. Margins on assembly activities are typically 8% to 10% versus polymer thick film circuit fabrication which typically yields margins greater than 20%. Our Methuen facility continued to experience low capacity utilization and correspondingly, significant unfavorable manufacturing variances. Continued growth in our multi-layer business, primarily in the military and medical markets, and the relocation of our laminated cable operations from Salem, New Hampshire to Methuen Massachusetts, which was completed in January 2003, have improved factory utilization substantially. We continue to drive operational improvements which we believe will reduce breakeven revenue levels. These include yield and process improvement programs as well as raw material cost reduction initiatives. In addition, we have significantly strengthened the multilayer management team over the past year with new hires in management, quality and production control. Selling, General and Administrative Expenses. Selling, general and administrative expenses were $13.3 million for the nine months ended March 31, 2005 versus $11.5 million for the comparable period in the prior year. Increases can be primarily attributed to higher commissions of $700,000 on a 37% increase in revenues, higher public company costs of $500,000 including legal, audit and insurance, continued escalation of fringe costs which amounted to $400,000 with a particular increase in medical expenses, and infrastructure investment in China of $500,000. These increases were in part offset by a reduction in bad debt expense of $300,000 associated with the settlement of an accounts receivable dispute. Interest Income. Interest income was $57,000 for the nine months ended March 31, 2005 compared to $9,000 for the nine months ended March 28, 2004. Interest income for the nine months ended March 31, 2005 included $26,000 of interest income on our tax refunds. The balance represents interest income on our cash balances. Interest Expense. Interest expense was $2.3 million for the nine months ended March 31, 2005 and $1.8 million for the nine months ended March 28, 2004. Interest expense for the nine months ended March 31, 2005 included approximately $1.3 million for amortized deferred financing costs and $250,000 for interest payable in common stock related to issuance of convertible notes in July 2003. The deferred financing costs are associated with the sale-leaseback of our Methuen, Massachusetts facility, the Loan and Security Agreement with Silicon Valley Bank and sale of our convertible subordinated notes. The balance of the interest expense represents interest incurred on our short and long term bank borrowings and deferred compensation. Our loss before income taxes and the minority interest in our Chinese venture, Parlex Shanghai, was $4.3 million in the nine months ended March 31, 2005 compared to $6.5 million in the nine months ended March 28, 2004. We own 90.1% of the equity interest in Parlex Shanghai and, accordingly, include Parlex Shanghai's results of operations, cash flows and financial position in our consolidated financial statements. 26 Income Taxes. Our effective tax rate was approximately 2.8% for the nine months ended March 31, 2005 versus an effective tax rate of 0.7% for the nine months ended March 28, 2004. Our effective tax rate is impacted by the proportion of our estimated annual income being earned domestically versus in foreign tax jurisdictions, the generation of tax credits and the recording of any valuation allowance. As a result of our recent history of operating losses, uncertain future operating results, and the past non- compliance with certain of our debt covenants requirements, we determined that it is more likely than not that certain historic and current year income tax benefits will not be realized. Consequently, we recorded no income tax benefits on our U.S operating losses during the nine months ended March 31, 2005 and March 28, 2004. In fiscal 2003, we established a valuation allowance against all of our remaining net U.S. deferred tax assets. Liquidity and Capital Resources ------------------------------- As of March 31, 2005, we had approximately $3.9 million in cash and cash equivalents. Net cash used in operations during the nine months ended March 31, 2005 was $1.5 million. This compares to net cash used in operations of $9.2 million for the same period of the prior year. Net operating losses of $4.5 million, after adjustment for minority interest, interest payable in common stock, depreciation and amortization, provided $800,000 of operating cash. Operations consumed $2.3 million of working capital. Cash used for working capital included $2.8 million for inventory and $600,000 for accounts payable partially offset by $400,000 from accounts receivable, and $700,000 from other working capital sources. Inventory increases occurred in raw material of $2.0 million, which included the purchase of connectors and assembly components, and work in process of $1.1 million. The growth in inventory is in part a function of our expanded value-add strategy. Increasingly, customers are demanding more complex sub-assemblies from their interconnect providers. Assembly on flex materials can be challenging and when executed well, a differentiation opportunity exists to distinguish us from our competition. However, a cost to this business opportunity is a significant increase in inventory levels and the associated working capital requirement. From an industry perspective, we see this trend toward increased sub-assembly requirements continuing to grow. Investing activities consumed $707,000 of net cash during the nine months ended March 31, 2005, primarily to purchase capital equipment. As of March 31, 2005, we had an additional $952,000 of capital equipment financed under our accounts payable. We have implemented a plan to control our capital expenditures in order to enhance cash flows. Cash provided by financing activities was $4.4 million for the nine months ended March 31, 2005, including $1.5 million that represented the net repayments and borrowings on our bank debt. We received net proceeds totaling $2.1 million associated with the Methuen sale-leaseback financing of which $1.9 million was principal, $85,000 was interest, and $275,000 was for an earn-out, offset by lease payments of 169,000. In addition, we received $1.0 million from Infineon Technologies as a deposit for our joint venture agreement. Upon closing of the joint venture, currently anticipated to be in late June 2005, Infineon will pay the balance due of $2.0 million. Closing is predicated on obtaining a business license and other necessary governmental approvals for the joint venture company in the People's Republic of China. Should we be unable to close the transaction, the $1.0 million deposit is required to be re-paid. Improved financial performance in the first quarter of 2005 significantly reduced operating losses and cash used in operations. Increased sales in the first nine months of fiscal 2005, however, have placed additional cash demands on working capital with growth in inventory. The strong credit ratings of our large OEM and EMS customer base have allowed us to successfully finance this growth through our asset based working capital lines of credit. We recently completed stand alone financing for our China operations through a new line of credit with Bank of China that will allow us to continue financing our growth plans. See "Factors That May Affect Future Results". In response to the worldwide downturn in the electronics industry, we have taken a series of actions to reduce operating expenses and to restructure operations, consisting primarily of reductions in workforce and 27 consolidation of manufacturing operations. During 2004, we transferred our high volume automated surface mount assembly line from our Cranston, Rhode Island facility to China. In August 2004, we announced a new strategic relationship with Delphi Corporation to supply all multilayer flex and rigid flex circuits which were previously manufactured by Delphi Corporation in its Irvine, California facility. We continue to implement plans to control operating expenses, inventory levels, and capital expenditures as well as manage accounts payable and accounts receivable to enhance cash flow and return us to profitability. Our plans include the following actions: 1) continuing to consolidate manufacturing facilities; 2) continuing to transfer certain manufacturing processes from our domestic operations to lower cost international manufacturing locations, primarily those in the People's Republic of China; 3) expanding our products in the home appliance, cell phone and handheld devices, medical, military and aerospace, and electronic identification markets; 4) continuing to monitor general and administrative expenses; and 5) continuing to evaluate opportunities to improve capacity utilization by either acquiring multilayer flexible circuit businesses or entering into strategic relationships for their production. In fiscal years 2003 and 2004, we entered into a series of alternative financing arrangements to partially replace or supplement those currently in place in order to provide us with financing to support our current working capital needs. Working capital requirements, particularly those to support the growth in our China operations, consumed $10.4 million of a total of $11.4 million of cash used in operations during 2004. In September 2004, we secured a new $5.0 million asset based working capital agreement with the Bank of China which provides stand alone financing for our China operations. In addition, in May 2004 we received net proceeds of approximately $2.95 million from the sale of our Series A convertible preferred stock. In December 2004, we entered into a joint venture agreement with Infineon Technologies Asia Pacific Pte Ltd. Upon execution of the joint venture agreement, we received a $1.0 million deposit and will receive an additional $2.0 million once certain People's Republic of China government approvals are received for the new joint venture company and the transaction closes. Also in December 2004, we executed a loan modification with Silicon Valley Bank extending the term to July 2006 and increasing the borrowing limit to $12.0 million. In February 2005, the landlord for our Methuen, Massachusetts facility completed the sale of the property to a third party. Under terms of the transaction, we received cash of approximately $2.2 million. The proceeds represented repayment of the outstanding financing we originally provided under the initial sale and a settlement on amounts due under the terms of an earn out. We continue to evaluate alternative financing opportunities to further improve our liquidity and to fund working capital needs. We believe that our cash on hand and the cash expected to be generated from operations will be sufficient to enable us to meet our operating obligations through March 2006. If we require additional or new external financing to repay or refinance our existing financing obligations or fund our working capital requirements, we believe that we will be able to obtain such financing. Failure to obtain such financing may have a material adverse impact on our operations. At March 31, 2005, we were not in compliance with certain financial covenants of our loan agreement with Silicon Valley Bank. We have received a waiver from the bank for our non- compliance at March 31, 2005 and the bank has continued to allow us to borrow against the loan agreement. In the future, we expect to be in compliance with all of our bank covenants. Our third quarter ending March 31 is typically adversely impacted by the cyclical nature of certain strategic markets we serve. This is particularly true in the computer and peripheral market where annual model year design change occurs in January. Coupled with the Chinese New Year holidays, the third quarter is historically the weakest for our rapidly growing China operations. New customer orders began increasing in March 2005. As such, we anticipate a strong recovery in volume production during the fourth quarter ending June 30, 2005. Series A Convertible Preferred Stock - On June 8, 2004, we completed a private placement of 40,625 shares of Series A Convertible Preferred Stock and warrants at $80.00 per unit for proceeds of approximately $2.95 million, net of issuance costs of approximately $300,000. For additional information relating to the Series A Convertible Preferred Stock, please see Note 9 to the Notes to Unaudited Condensed Consolidated Financial Statements. 28 Loan and Security Agreement (the "Loan Agreement") - We executed the Loan Agreement with Silicon Valley Bank on June 11, 2003 and since such date we entered into eight amendments to the Loan Agreement. The Loan Agreement provided Silicon Valley Bank with a secured interest in substantially all of our assets. As subsequently amended under the Loan Agreement we may borrow up to $12.0 million, based on a borrowing base of eligible accounts receivable. Borrowings may be used for working capital purposes only. The Loan Agreement allows us to issue letters of credit, enter into foreign exchange forward contracts and incur obligations using the bank's cash management services up to an aggregate limit of $1.0 million, which reduces our availability for borrowings. The Loan Agreement contains certain restrictive covenants, including but not limited to, limitations on debt incurred by our foreign subsidiaries, acquisitions, sales and transfers of assets, and prohibitions against cash dividends, mergers and repurchases of stock without prior bank approval. The Loan Agreement also has financial covenants, which among other things require us to maintain $750,000 in minimum cash balances or excess availability under the Loan Agreement. On December 22, 2004, we executed a Seventh Loan Modification Agreement (the "Seventh Modification Agreement") with Silicon Valley Bank. The Seventh Modification Agreement increased our maximum borrowings to $12.0 million based upon a borrowing base of eligible account receivables plus the lesser of 20% of eligible inventory or $1.0 million. The Seventh Modification Agreement reduced the interest rate on borrowings to the bank's prime rate (5.75% at March 31, 2005) plus 2.00% (decreasing to prime plus 1.25% after two consecutive quarters of positive operating income and further decreasing to prime plus 0.50% after two consecutive quarters of positive net income, respectively). The Seventh Modification Agreement changed the EBITDA requirement to $500,000 on a three month trailing basis as of the period ending December 31, 2004 and each month thereafter until May 31, 2005 and to $750,000 on a three month trailing basis as of the period ending June 30, 2005 and each month thereafter. The Seventh Modification Agreement also extended the maturity date of the Loan Agreement from July 11, 2005 to July 11, 2006. On May 10, 2005, we executed an Eighth Loan Modification Agreement (the "Eighth Modification Agreement") with Silicon Valley Bank. The Eighth Modification Agreement changed the EBITDA requirement to $1.00 on a monthly basis as of the periods ending April 30, 2005 and May 31, 2005 and $750,000 on a trailing three month basis as of the period ending June 30, 2005 and each month thereafter. At March 31, 2005, we had available borrowing capacity under the Loan Agreement of approximately $4.8 million. Since the available borrowing capacity exceeded $750,000 at March 31, 2005, none of our cash balance was subject to restriction at March 31, 2005. We have received a written waiver from the bank for our non-compliance at March 31, 2005 and the bank has continued to allow us to borrow against the Loan Agreement. The Loan Agreement includes both a subjective acceleration clause and a lockbox arrangement that requires all lockbox receipts to be used to pay down the revolving credit borrowings. Accordingly, borrowings under the Loan Agreement have been classified as current liabilities in the accompanying consolidated balance sheets as of March 31, 2005 and June 30, 2004 as required by Emerging Issues Task Force Issue No. 95-22, "Balance Sheet Classification of Borrowings Outstanding Under Revolving Credit Agreements that include both a Subjective Acceleration Clause and a Lockbox Arrangement". However, such borrowings will be excluded from current liabilities in future periods and considered long-term obligations if: 1) such borrowings are refinanced on a long-term basis, 2) the subjective acceleration terms of the Loan Agreement are modified, or 3) such borrowings will not require the use of working capital within one year. 29 Parlex Shanghai Term Notes - A summary of the Parlex Shanghai term notes are as follows:

Subsequent to March 31, 2005, Parlex Shanghai renewed its $700,000 short- term note due April 2005. The note has been extended until April 2006 at an interest rate of 5.58%. Parlex Interconnect Term Notes - On October 28, 2004, Parlex Interconnect entered into a $605,000 short-term bank note, due October 27, 2005, bearing interest at 5.31% and guaranteed by Parlex Shanghai. Parlex Asia Banking Facility - On September 15, 2004, Parlex Asia entered into an agreement with the Bank of China for a $5 million banking facility which we guaranteed. Under the terms of the banking facility, Parlex Asia may borrow up to $5.0 million based on a borrowing base of eligible account receivables. The banking facility bears interest at LIBOR plus 2.00%. Amounts outstanding as of March 31, 2005 totaled $1.8 million. Finance Obligation on Sale Leaseback of Methuen Facility - In June 2003, we entered into a sale-leaseback transaction pursuant to which we sold our corporate headquarters and manufacturing facility located in Methuen, Massachusetts (the "Methuen Facility") for a purchase price of $9.0 million. The purchase price consisted of $5.35 million in cash at the closing, a promissory note in the amount of $2.65 million (the "Note") and up to $1.0 million in additional cash under the terms of an Earn Out Clause (the "Earn Out"). In June 2004, we received $750,000 reducing the principal balance of the Note to $1.9 million. On February 25, 2005, the landlord sold the Methuen Facility and paid to us the remaining principal balance due on the Note of $1.9 million and agreed to pay the sum of $675,000 in full settlement of the Earn Out. Per the terms of the sale of the Methuen Facility, $400,000 of the $675,000 was placed in escrow as security for our remaining lease obligations. As the repurchase option contained in the lease and the receipt of the Note from the buyer provide us with a continuing involvement in the Methuen Facility, we have accounted for the sale-leaseback of the Methuen Facility as a financing transaction. Accordingly, we continue to report the Methuen Facility as an asset and continue to record depreciation expense. We record all cash received under the transaction as a finance obligation. The Note and related interest thereon, and the additional cash under the terms of the Earn Out, were recorded as an increase to the finance obligation as cash payments were received. We record the principal portion of the monthly lease payments as a reduction to the finance obligation and the interest portion of the monthly lease payments is recorded as interest expense. The closing costs for the transaction have been capitalized and are being amortized as interest expense over the initial 15-year lease term. Upon expiration of the repurchase option in June 2015, we will reevaluate our accounting to determine whether a gain or loss should be recorded on this sale-leaseback transaction. Convertible Subordinated Notes - On July 28, 2003, we sold an aggregate $6.0 million of our 7% convertible subordinated notes (the "Notes") with attached warrants to several institutional investors. We 30 received net proceeds of approximately $5.5 million from the transaction, after deducting approximately $500,000 in finders' fees and other transaction expenses. Net proceeds were used to pay down amounts borrowed under our Loan Agreement and utilized for working capital needs. No principal payments are due until maturity on July 28, 2007. The Notes are unsecured. The Notes bear interest at a fixed rate of 7%, payable quarterly in shares of our common stock. The number of shares of common stock to be issued is calculated by dividing the accrued quarterly interest by a conversion price, which was initially established at $8.00 per share. The conversion price is subject to adjustment in the event of stock splits, dividends and certain combinations. Interest expense is recorded quarterly based on the fair value of the common shares issued. Accordingly, interest expense may fluctuate from quarter to quarter. We have concluded that the interest feature does not constitute an embedded derivative as it does not currently meet the criteria for classification as a derivative. We recorded accrued interest payable on the Notes of $83,331 within stockholders' equity at March 31, 2005, as the interest is required to be paid quarterly in the form of common stock. Based on the conversion price of $8.00 per common share, we issued a total of 74,963 shares of common stock from October 2003 to January 2005 in satisfaction of the previously recorded interest. We also issued 13,123 shares of common stock in April 2005 as payment for the interest accrued as of March 31, 2005. The Notes contained a beneficial conversion feature reflecting an effective initial conversion price that was less than the fair market value of the underlying common stock on July 28, 2003. The fair value of the beneficial conversion feature was approximately $1.035 million, which has been recorded as an increase to additional paid-in capital and as an original issue discount on the Notes which is being amortized to interest expense over the four year life of the Notes. After two years from the date of issuance, we have the right to redeem all, but not less than all, of the Notes at 100% of the remaining principal of Notes then outstanding, plus all accrued and unpaid interest, under certain conditions. After three years from the date of issuance, the holder of any of the Notes may require us to redeem the Notes in whole, but not in part. Such redemption shall be at 100% of the remaining principal of such Notes, plus all accrued and unpaid interest. In the event of a Change in Control (as defined therein), the holder has the option to require that the Notes be redeemed in whole (but not in part), at 120% of the outstanding unpaid principal amount, plus all unpaid accrued interest. Factors That May Affect Future Results -------------------------------------- Our prospects are subject to certain uncertainties and risks. Our future results may differ materially from the current results and actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, other one-time events and other important factors disclosed previously and from time to time in our other filings with the Securities and Exchange Commission. If we cannot obtain additional financing when needed, we may experience a material adverse impact on our operations. We may need to raise additional funds either through borrowings or further equity financing. We may not be able to raise additional capital on reasonable terms, or at all. The cash expected to be generated will not be sufficient to enable us to meet our financing and operating obligations over the next twelve months based on current growth plans. If we cannot raise the required funds when needed, we may experience a material adverse impact on our operations. 31 Our business has been, and could continue to be, materially adversely affected as a result of general economic and market conditions. We are subject to the effects of general global economic and market conditions. Our operating results have been materially adversely affected as a result of recent unfavorable economic conditions and reduced electronics industry spending on both a domestic and worldwide basis. Though we have experienced some general market spending improvement during the past quarter, should market conditions not continue to improve, our business, results of operations or financial condition could continue to be materially adversely affected. We have at times relied upon waivers from our lenders and amendments or modifications to our financing agreements to avoid any acceleration of our debt payments. In the event that we are not in compliance with our financial covenants in the future, we cannot be certain our lenders will grant us waivers or execute amendments on terms, which are satisfactory to us. If such waivers are not received, our debt is immediately callable. Since entering into our current loan arrangement with our primary lender, Silicon Valley Bank, in June of 2003, we have requested and received several waivers relating to our failure to comply with certain financial covenants under our loan arrangement, most recently for the period ended March 31, 2005. In conjunction with the waivers, we have also executed several modifications of our loan arrangement, which have primarily resulted in easing our covenant compliance requirements, but have also increased our costs of borrowing. Although we do not believe Silicon Valley Bank will exercise any right it may have to immediately call our debt if we fail to comply with our financial covenants, we cannot guarantee that they will not do so. We are currently in compliance with all of our financial covenants, as amended. The issuance of our shares upon conversion of outstanding convertible notes, conversion of preferred stock and upon exercise of outstanding warrants may cause significant dilution to our stockholders and may have an adverse impact on the market price of our common stock. On July 28, 2003, we completed a private placement of our 7% convertible subordinated notes (and accompanying warrants) in an aggregate subscription amount of $6 million. The conversion price of the convertible notes and the exercise price of the warrants is $8.00 per share. In addition, on June 8, 2004, we completed a private placement of 40,625 shares of our Series A Convertible Preferred Stock (the "Preferred Stock") (and accompanying warrants), for $80.00 per share, or $3.25 million in the aggregate. Each share of Preferred Stock may be converted at any time at the option of the holder of the Preferred Stock for 10 shares of common stock, and the exercise price of the warrants is $8.00 per share. For additional information relating to the sale of these securities, please see "Market for Registrant's Common Equity and Related Stockholder Matters - Recent Sales of Unregistered Securities - 7% Convertible Subordinated Notes and Warrants" and "Series A Preferred Stock and Warrants" in our Form 10-K filing for the period ended June 30, 2004. The issuance of our shares upon conversion of the convertible subordinated notes and/or Preferred Stock, and exercise of the warrants, and their resale by the holders thereof will increase our publicly traded shares. These re-sales could also depress the market price of our common stock. We will not control whether or when the holders of these securities elect to convert or exercise their securities for common stock. In addition, the perceived risk of dilution may cause our stockholders to sell their shares, which would contribute to a downward movement in the stock price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock. 32 Substantial leverage and debt service obligations may adversely affect us. We have a substantial amount of indebtedness. As of March 31, 2005, we had approximately $28.0 million of consolidated debt of which $14.3 million is due within one year. Our substantial level of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay when due the principal of, interest on, or other amounts due with respect to our indebtedness. Approximately 26% of our outstanding indebtedness bears interest at floating rates. As a result, our interest payment obligations on such indebtedness will increase if interest rates increase. Our substantial leverage could have significant negative consequences on our financial condition, results of operations, and cash flows, including: * Impairing our ability to meet one or more of the financial ratios contained in our debt agreements or to generate cash sufficient to pay interest or principal, including periodic principal amortization payments, which events could result in an acceleration of some or all of our outstanding debt as a result of cross-default provisions; * Increasing our vulnerability to general adverse economic and industry conditions; * Limiting our ability to obtain additional debt or equity financing; * Requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures; * Requiring us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet payment obligations; * Limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete; and * Placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources. Our credit agreement contains restrictive covenants that could adversely affect our business by limiting our flexibility. Our credit agreement imposes restrictions that affect, among other things, our ability to incur additional debt, pay dividends, sell assets, create liens, make capital expenditures and investments, merge or consolidate, enter into transactions with affiliates, and otherwise enter into certain transactions outside the ordinary course of business. Our credit agreement also requires us to maintain specified financial ratios and meet certain financial tests. Our ability to continue to comply with these covenants and restrictions may be affected by events beyond our control. A breach of any of these covenants or restrictions would result in an event of default under our credit agreement. Upon the occurrence of a breach, the lender under our credit agreement could elect to declare all amounts borrowed thereunder, together with accrued interest, to be due and payable, foreclose on the assets securing our credit agreement and/or cease to provide additional revolving loans or letters of credit, which would have a material adverse effect on us. We have incurred losses in each of the last three years, and we may continue to incur losses. We have incurred net losses in the recently completed nine months ended March 31, 2005, as well as each of the last three fiscal years. We had net losses of $4.5 million in the nine months ended March 31, 2005, $8.2 33 million in fiscal year 2004, $19.5 million in fiscal year 2003 and $10.4 million in fiscal year 2002. Our operations may not be profitable in the future. If we cannot obtain additional financing when needed, we may not be able to expand our operations and invest adequately in research and development, which could cause us to lose customers and market share. The development and manufacturing of flexible interconnects is capital intensive. To remain competitive, we must continue to make significant expenditures for capital equipment, expansion of operations and research and development. We expect that substantial capital will be required to expand our manufacturing capacity and fund working capital for anticipated growth. We may need to raise additional funds either through borrowings or further equity financing. We may not be able to raise additional capital on reasonable terms, or at all. If we cannot raise the required funds when needed, we may not be able to satisfy the demands of existing and prospective customers and may lose revenue and market share. Our operating results fluctuate and may fail to satisfy the expectations of public market analysts and investors, causing our stock price to decline. Our operating results have fluctuated significantly in the past and we expect our results to continue to fluctuate in the future. Our results may fluctuate due to a variety of factors, including the timing and volume of orders from customers, the timing of introductions of and market acceptance of new products, changes in prices of raw materials, variations in production yields and general economic trends. It is possible that in some future periods our results of operations may not meet or exceed the expectations of public market analysts and investors. If this occurs, the price of our common stock is likely to decline. Our quarterly results depend upon a small number of large orders received in each quarter, so the loss of any single large order could adversely impact quarterly results and cause our stock price to drop. A substantial portion of our sales in any given quarter depends on obtaining a small number of large orders for products to be manufactured and shipped in the same quarter in which the orders are received. Although we attempt to monitor our customers' needs, we often have limited knowledge of the magnitude or timing of future orders. It is difficult for us to reduce spending on short notice on operating expenses such as fixed manufacturing costs, development costs and ongoing customer service. As a result, a reduction in orders, or even the loss of a single large order, for products to be shipped in any given quarter could have a material adverse effect on our quarterly operating results. This, in turn, could cause our stock price to decline. Because we sell a substantial portion of our products to a limited number of customers, the loss of a significant customer or a substantial reduction in orders by any significant customer would adversely impact our operating results. Historically we have sold a substantial portion of our products to a limited number of customers. Our 20 largest customers based on sales accounted for approximately 52% of total revenues in fiscal year 2004, 50% of total revenues in fiscal year 2003, and 44% in fiscal year 2002. We expect that a limited number of customers will continue to account for a high percentage of our total revenues in the foreseeable future. As a result, the loss of a significant customer or a substantial reduction in orders by any significant customer would cause our revenues to decline and have an adverse effect on our operating results. 34 If we are unable to respond effectively to the evolving technological requirements of customers, our products may not be able to satisfy the demands of existing and prospective customers and we may lose revenues and market share. The market for our products is characterized by rapidly changing technology and continuing process development. The future success of our business will depend in large part upon our ability to maintain and enhance our technological capabilities. We will need to develop and market products that meet changing customer needs, and successfully anticipate or respond to technological changes on a cost-effective and timely basis. There can be no assurance that the materials and processes that we are currently developing will result in commercially viable technological processes, or that there will be commercial applications for these technologies. In addition, we may not be able to make the capital investments required to develop, acquire or implement new technologies and equipment that are necessary to remain competitive. If we fail to keep pace with technological change, our products may become less competitive or obsolete and we may lose customers and revenues. Competing technologies may reduce demand for our products. Flexible circuit and laminated cable interconnects provide electrical connections between components in electrical systems and are used as a platform to support the attachment of electronic devices. While flexible circuits and laminated cables offer several advantages over competing printed circuit board and ceramic hybrid circuit technologies, our customers may consider changing their designs to use these alternative technologies in future applications. If our customers switch to alternative technologies, our business, financial condition and results of operations could be materially adversely affected. It is also possible that the flexible interconnect industry could encounter competition from new technologies in the future that render existing flexible interconnect technology less competitive or obsolete. We are heavily dependent upon certain target markets for domestic manufacturing. A slowdown in these markets could have a material impact on domestic capacity utilization resulting in lower sales and gross margins. We manufacture our products in seven facilities worldwide, including lower cost offshore locations in China. However, a significant portion of our manufacturing is still performed domestically. Domestic manufacturing may be at a competitive disadvantage with respect to price when compared to lower cost facilities in Asia and other locations. While historically our competitors in these locations have produced less technologically advanced products, they continue to expand their capabilities. Further, we have targeted markets that have historically sought domestic manufacturing, including the military and aerospace markets. Should we be unsuccessful in maintaining our competitive advantage or should certain target markets also move production to lower cost offshore locations, our domestic sales will decline resulting in significant excess capacity and reduced gross margins. A significant downturn in any of the sectors in which we sell products could result in a revenue shortfall. We sell our flexible interconnect products principally to the automotive, telecommunications and networking, diversified electronics, military, home appliance, electronic identification and computer markets. The worldwide electronics industry has seen a substantial downturn since 2001 impacting a number of our target markets. Although we serve a variety of markets to avoid a dependency on any one sector, a significant further downturn in any of these market sectors could cause a material reduction in our revenues, which could be difficult to replace. 35 We rely on a limited number of suppliers, and any interruption in our primary sources of supply, or any significant increase in the prices of materials, chemicals or components, would have an adverse effect on our short-term operating results. We purchase the bulk of our raw materials, process chemicals and components from a limited number of outside sources. In fiscal year 2004, we purchased approximately 21% of our materials from Tongxing, a Chinese gold plater, and Northfield Acquisition Co., doing business as Sheldahl, our two largest suppliers. We operate under tight manufacturing cycles with a limited inventory of raw materials. As a result, although there are alternative sources of the materials that we purchase from our existing suppliers, any unanticipated interruption in supply from Tongxing or Sheldahl, or any significant increase in the prices of materials, chemicals or components, would have an adverse effect on our short-term operating results. The additional expenses and risks related to our existing international operations, as well as any expansion of our global operations, could adversely affect our business. We own a 90.1% equity interest in our investment in China, Parlex Shanghai, which manufactures and sells flexible circuits. We also operate a facility in Mexico for use in the finishing, assembly and testing of flexible circuit and laminated cable products. We have a facility in the United Kingdom where we manufacture polymer thick film flexible circuits and polymer thick film flexible circuits with surface mounted components and intend to introduce production of laminated cable within the next year. We will continue to explore appropriate expansion opportunities as demand for our products increases. Manufacturing and sales operations outside the United States carry a number of risks inherent in international operations, including: imposition of governmental controls, regulatory standards and compulsory licensure requirements; compliance with a wide variety of foreign and U.S. import and export laws; currency fluctuations; unexpected changes in trade restrictions, tariffs and barriers; political and economic instability; longer payment cycles typically associated with foreign sales; difficulties in administering business overseas; foreign labor issues; wars and acts of terrorism; and potentially adverse tax consequences. Although these issues have not materially impacted our revenues or operations to date, we cannot guarantee that they will not impact our revenues or operations in the future. International expansion may require significant management attention, which could negatively affect our business. We may also incur significant costs to expand our existing international operations or enter new international markets, which could increase operating costs and reduce our profitability. We face significant competition, which could make it difficult for us to acquire and retain customers. We face competition worldwide in the flexible interconnect market from a number of foreign and domestic providers, as well as from alternative technologies such as rigid printed circuits. Many of our competitors are larger than we are and have greater financial resources. New competitors could also enter our markets. Our competitors may be able to duplicate our strategies, or they may develop enhancements to, or future generations of, products that could offer price or performance features that are superior to our products. Competitive pressures could also necessitate price reductions, which could adversely affect our operating results. In addition, some of our competitors are based in foreign countries and have cost structures and prices based on foreign currencies. Accordingly, currency fluctuations could cause our dollar-priced products to be less competitive than our competitors' products priced in other currencies. We will need to make a continued high level of investment in product research and development, sales and marketing and ongoing customer service and support in order to remain competitive. We may not have sufficient resources to be able to make these investments. Moreover, we may not be able to make the technological advances necessary to maintain our competitive position in the flexible interconnect market. 36 We face risks from fluctuations in the value of foreign currency versus the U.S. dollar and the cost of currency exchange. While we transact business predominantly in U.S. dollars, a large portion of our sales and expenses are denominated in foreign currencies, primarily the Chinese Renminbi ("RMB"), the basic unit of currency issued by the People's Bank of China. Currently, our exposure to risk from foreign exchange is limited due to the fact that the People's Republic of China has fixed the exchange rate of the Renminbi to the U.S. dollar. The value of the Renminbi is subject to changes in the PRC government's policies and depends to an extent on its domestic and international economic and political developments, as well as supply and demand in the local market. We cannot give any assurance that the Renminbi will continue to remain stable against the U.S. dollar and other foreign currencies. Any devaluation of the Renminbi may adversely affect our results of operations. In addition, a small portion of our sales and expenses are denominated in Euros and the British Pound. Changes in the relation of foreign currencies to the U.S. dollar will affect our cost of sales and operating margins and could result in exchange losses. We do not enter into foreign exchange contracts to reduce our exposure to these risks. If we are unable to attract, retain and motivate key personnel, we may not be able to develop, sell and support our products and our business may lack strategic direction. We are dependent upon key members of our management team. In addition, our future success will depend in large part upon our continuing ability to attract, retain and motivate highly qualified managerial, technical and sales personnel. Competition for such personnel is intense, and there can be no assurance that we will be successful in hiring or retaining such personnel. We currently maintain a key person life insurance policy in the amount of $1.0 million on Peter J. Murphy. If we lose the services of Mr. Murphy or one or more other key individuals, or are unable to attract additional qualified members of the management team, our ability to implement our business strategy may be impaired. If we are unable to attract, retain and motivate qualified technical and sales personnel, we may not be able to develop, sell and support our products. If we are unable to protect our intellectual property, our competitive position could be harmed and our revenues could be adversely affected. We rely on a combination of patent and trade secret laws and non-disclosure and other contractual agreements to protect our proprietary rights. We own 17 patents issued and have 7 patent applications pending in the United States and have several corresponding foreign patent applications pending. Our existing patents may not effectively protect our intellectual property and could be challenged by third parties, and our future patent applications, if any, may not be approved. In addition, other parties may independently develop similar or competing technologies. Competitors may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. If we fail to adequately protect our proprietary rights, our competitors could offer similar products using materials, processes or technologies developed by us, potentially harming our competitive position and our revenues. If we become involved in a protracted intellectual property dispute, or one with a significant damages award or which requires us to cease selling some of our products, we could be subject to significant liability and the time and attention of our management could be diverted. Although no claims have been asserted against us for infringement of the proprietary rights of others, we may be subject to a claim of infringement in the future. An intellectual property lawsuit against us, if successful, could subject us to significant liability for damages and could invalidate our proprietary rights. A successful lawsuit against us could also force us to cease selling, or redesign, products that incorporate the infringed intellectual property. We could also be required to obtain a license from the holder of the intellectual property to use the infringed technology. We might not be able to obtain a license on reasonable 37 terms, or at all. If we fail to develop a non-infringing technology on a timely basis or to license the infringed technology on acceptable terms, our revenues could decline and our expenses could increase. We may, in the future, be required to initiate claims or litigation against third parties for infringement of our proprietary rights or to determine the scope and validity of our proprietary rights or the proprietary rights of competitors. Litigation with respect to patents and other intellectual property matters could result in substantial costs and divert our management's attention from other aspects of our business. Market prices of technology companies have been highly volatile, and our stock price may be volatile as well. From time to time the U.S. stock market has experienced significant price and trading volume fluctuations, and the market prices for the common stock of technology companies in particular have been extremely volatile. In the past, broad market fluctuations that have affected the stock price of technology companies have at times been unrelated or disproportionate to the operating performance of these companies. Any significant fluctuations in the future might result in a material decline in the market price of our common stock. Following periods of volatility in the market price of a particular company's securities, securities class action litigation has often been brought against that company. If we were to become involved in this type of litigation, we could incur substantial costs and diversion of management's attention, which could harm our business, financial condition and operating results. The costs of complying with existing or future environmental regulations, and of curing any violations of these regulations, could increase our operating expenses and reduce our profitability. We are subject to a variety of environmental laws relating to the storage, discharge, handling, emission, generation, manufacture, use and disposal of chemicals, solid and hazardous waste and other toxic and hazardous materials used to manufacture, or resulting from the process of manufacturing, our products. We cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or the manner in which existing or future laws will be administered or interpreted. Future regulations could be applied to materials, products or activities that have not been subject to regulation previously. The costs of complying with new or more stringent regulations, or with more vigorous enforcement of these regulations, could be significant. Environmental laws require us to maintain and comply with a number of permits, authorizations and approvals and to maintain and update training programs and safety data regarding materials used in our processes. Violations of these requirements could result in financial penalties and other enforcement actions. We could also be required to halt one or more portions of our operations until a violation is cured. Although we attempt to operate in compliance with these environmental laws, we may not succeed in this effort at all times. The costs of curing violations or resolving enforcement actions that might be initiated by government authorities could be substantial. Undetected problems in our products could directly impair our financial results. If flaws in design, production, assembly or testing of our products were to occur by us or our suppliers, we could experience a rate of failure in our products that would result in substantial repair or replacement costs and potential damage to our reputation. Continued improvement in manufacturing capabilities, control of material and manufacturing quality, and costs and product testing, are critical factors in our future growth. There can be no assurance that our efforts to monitor, develop, modify and implement appropriate test and manufacturing processes for our products will be sufficient to permit us to avoid a rate of failure in our products that results in substantial delays in shipment, significant repair or replacement costs, or potential 38 damage to our reputation, any of which could have a material adverse effect on our business, results of operations or financial condition. Our stock is thinly traded. Our stock is thinly traded and you may have difficulty in reselling your shares quickly. The low trading volume of our common stock is outside of our control, and we cannot guarantee that trading volume will increase in the near future. We do not expect to pay dividends in the foreseeable future. We have never paid cash dividends on our common stock and we do not expect to pay cash dividends on our common stock any time in the foreseeable future. In addition, our current financing agreements prohibit the payment of dividends. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. For the foreseeable future, we will use earnings from operations, if any, to finance our growth, and we will not pay dividends to our common stockholders. You should not rely on an investment in our common stock if you require dividend income. The only return on your investment in our common stock, if any, would most likely come from any appreciation of our common stock. We may have exposure to additional income tax liabilities. As a multinational corporation, we are subject to income taxes in both the United States and various foreign jurisdictions. Our domestic and international tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions and the timing of recognizing revenues and expenses. Additionally, the amount of income taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we file. From time to time, we are subject to income tax audits. While we believe we have complied with all applicable income tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional taxes. Should we be assessed with significant additional taxes, there could be a material adverse affect on our results of operations or financial condition. We could use preferred stock to resist takeovers, and the issuance of preferred stock may cause additional dilution. Our Articles of Organization authorizes the issuance of up to 1,000,000 shares of preferred stock, of which 40,625 shares are issued and outstanding as a result of our preferred stock offering completed in June 2004. Our Articles of Organization gives our board of directors the authority to issue preferred stock without approval of our stockholders. We may issue additional shares of preferred stock to raise money to finance our operations. We may authorize the issuance of the preferred stock in one or more series. In addition, we may set the terms of preferred stock, including: * dividend and liquidation preferences; * voting rights; * conversion privileges; * redemption terms; and * other privileges and rights of the shares of each authorized series. The issuance of large blocks of preferred stock could possibly have a dilutive effect to our existing stockholders. It can also negatively impact our existing stockholders' liquidation preferences. In addition, 39 while we include preferred stock in our capitalization to improve our financial flexibility, we could possibly issue our preferred stock to friendly third parties to preserve control by present management. This could occur if we become subject to a hostile takeover that could ultimately benefit Parlex and Parlex's stockholders. Item 3. Quantitative and Qualitative Disclosures About Market Risk ------------------------------------------------------------------- The following discussion about our market risk disclosures involves forward- looking statements. Actual results could differ materially from those projected in the forward-looking statements. We are exposed to market risk related to changes in U.S. and foreign interest rates and fluctuations in exchange rates. We do not use derivative financial instruments. Interest Rate Risk Our primary bank facility bears interest at our lender's prime rate plus 2.0%. We also have two subsidiary bank notes at LIBOR plus 2.5% and LIBOR plus 2.0%. The prime rate is affected by changes in market interest rates. These variable rate lending facilities create exposure for us relating to interest rate risk; however, we do not believe our interest rate risk to be material. As of March 31, 2005, we had an outstanding balance under our primary bank facility of $3,951,000 and an outstanding balance of $3,251,000 under our subsidiary note. A hypothetical 10% change in interest rates would impact interest expense by approximately $45,000 over the next fiscal year, and such amount would not have a material effect on our financial position, results of operations and cash flows. The remainder of our long-term debt bears interest at fixed rates and is therefore not subject to interest rate risk. Currency Risk Sales of Parlex Shanghai, Parlex Interconnect, Parlex (Shanghai) Interconnect Technologies ("Parlex Technologies"), Poly-Flex Circuits Limited and Parlex Europe are typically denominated in the local currency, which is also each company's functional currency. This creates exposure to changes in exchange rates. The changes in the Chinese/U.S. and U.K./U.S. exchange rates may positively or negatively impact our sales, gross margins and retained earnings. Based upon the current volume of transactions in China and the United Kingdom and the stable nature of the exchange rate between China and the U.S., we do not believe the market risk is material. We do not engage in regular hedging activities to minimize the impact of foreign currency fluctuations. Parlex Shanghai, Parlex Interconnect and Parlex Technologies had combined net assets as of March 31, 2005 of approximately $22.4 million. Poly-Flex Circuits Limited and Parlex Europe had combined net assets as of March 31, 2005 of approximately $6.1 million. We believe that a 10% change in exchange rates would not have a significant impact upon our financial position, results of operation or outstanding debt. As of March 31, 2005, Parlex Shanghai and Parlex Interconnect had combined outstanding debt of approximately $8.3 million. As of March 31, 2005, Poly-Flex Circuits Limited had no outstanding debt. Item 4. Controls and Procedures -------------------------------- Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we are required to file under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance 40 regarding management's control objectives. Management believes that there are reasonable assurances that our controls and procedures will achieve management's control objectives. We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 as of March 31, 2005. Based upon the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to our Company (and its consolidated subsidiaries) required to be included in our Exchange Act reports. Changes in Internal Controls Over Financial Reporting There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 41 PART II - OTHER INFORMATION --------------------------- Item 3. Defaults Upon Senior Securities As of March 31, 2005, we were not in compliance with our EBITDA financial covenant under our Loan Agreement with Silicon Valley Bank. Although the bank could have called for early repayment of the debt, no such demand was made. We have received a waiver from the bank for our non-compliance at March 31, 2005. Item 6. EXHIBITS Exhibits - See Exhibit Index to this report. 42 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PARLEX CORPORATION ------------------ By: /s/ Peter J. Murphy ------------------------------------- Peter J. Murphy President and Chief Executive Officer By: /s/ Jonathan R. Kosheff ------------------------------------- Jonathan R. Kosheff Treasurer & CFO (Principal Accounting and Financial Officer) May 13, 2005 ------------ Date 43 EXHIBIT INDEX EXHIBIT DESCRIPTION OF EXHIBIT ------- ----------------------- 10.1 Eighth Loan Modification Agreement, dated May 10, 2005 by and between Parlex Corporation and Silicon Valley Bank. (filed herewith) 10.2 First Amendment to Lease, dated June 29, 2004, by and between Taurus Methuen LLC, as landlord, and Parlex Corporation, as tenant. (filed herewith) 10.3 Second Amendment to Lease, dated February 18, 2005, by and between Taurus Methuen LLC, as landlord, and Parlex Corporation, as tenant. (filed herewith) 10.4 First Amendment to Joint Venture Agreement, dated March 28, 2005, by and between Parlex Asia Pacific Ltd and Infineon Technologies Asia Pacific Pte. Ltd. (filed herewith) 31.1 Certification of Registrant's Chief Executive Officer required by Rule 13a-14(a) (filed herewith) 31.2 Certification of Registrant's Chief Financial Officer required by Rule 13a-14(a) (filed herewith) 32.1 Certification of Registrant's Chief Executive Officer pursuant To 18 U.S.C. 1350 (furnished herewith) 32.2 Certification of Registrant's Chief Financial Officer pursuant To 18 U.S.C. 1350 (furnished herewith) 44

PARLEX CORP 10-Q