10-Q 1 parl-q2.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 December 31, 2004 [ ] 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 February 8, 2005 was 6,462,179 shares. =========================================================================== PARLEX CORPORATION ------------------ FORM 10 - Q ----------- INDEX ----- Part I - Financial Information Page ---- Item 1. Unaudited Condensed Consolidated Financial Statements: Condensed Consolidated Balance Sheets - December 31, 2004 and June 30, 2004 3 Condensed Consolidated Statements of Operations - For the Three and Six Months Ended December 31, 2004 and December 28, 2003 4 Condensed Consolidated Statements of Cash Flows - For the Six Months Ended December 31, 2004 and December 28, 2003 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 39 Item 4. Controls and Procedures 40 Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders 42 Item 6. Exhibits 42 Signatures 43 Exhibit Index 44 2 PARLEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) ---------------------------------------------------------------------------

~~---------------------------------------------------------------------------------~~ ASSETS ~~September~~December 2831, ~~2003~~2004 June 30, ~~2003~~2004 CURRENT ASSETS: Cash and cash equivalents $ 13,~~293~~419,~~307~~381 $ 1,~~513~~626,~~523~~275 Accounts receivable - net 1623,~~475~~067,~~290~~200 1321,~~835~~999,~~589~~646 Inventories - net 1923,~~107~~469,~~524~~839 1720,~~082~~326,~~878~~134 Refundable income taxes ~~134~~13,~~605~~287 ~~279~~380,~~381~~615 Deferred income taxes ~~313~~42,~~109~~958 ~~313~~42,~~109~~958 Other current assets 21,~~133~~830,~~704~~998 2,~~077~~381,~~409~~471 ~~Assets held for sale 1,092,614~~ - ------------ ------------ Total current assets 4051,~~550~~843,~~153~~663 3546,~~101~~757,~~889~~099 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT - NET 4543,~~811~~354,~~943~~190 4644,~~893~~979,~~216~~740 INTANGIBLE ASSETS - NET 3431,~~942~~282 132,~~130,005~~746 GOODWILL - NET 1,157,510 1,157,510 DEFERRED INCOME TAXES 40,000 40,000 OTHER ASSETS - NET 2,~~404~~006,~~275~~536 12,~~750~~283,~~061~~136 ------------ ------------ TOTAL $ 8998,~~958~~433,~~823~~181 $ 8695,~~032~~250,~~681~~231 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 414,~~977~~018,~~790~~356 $ 312,~~813~~861,~~117~~077 Accounts payable 1319,~~232~~250,~~744~~749 1316,~~396~~479,~~274~~547 ~~Accrued~~Dividends ~~liabilities~~payable 467,~~502~~582 39,~~777~~317 Accrued liabilities 5,~~170~~317,~~608~~526 ~~Deposit on assets held for sale 974~~4,~~964~~277,587 - ------------ ------------ Total current liabilities 2338,~~688~~654,~~275~~213 2233,~~379~~657,~~999~~528 ------------ ------------ LONG-TERM DEBT 1310,~~268~~638,~~534~~069 10,~~802~~534,~~275~~679 ------------ ------------ OTHER NONCURRENT LIABILITIES 1876,~~173,711~~841 1,~~187~~025,~~280~~091 ------------ ------------ MINORITY INTEREST IN PARLEX SHANGHAI ~~477~~651,~~902~~861 ~~415~~570,~~583~~963 ------------ ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock -40,625 -40,625 Common stock ~~652~~644,~~221~~905 ~~652~~663,~~221~~281 Accrued interest payable in common stock 7398,~~195~~029 -87,924 Additional paid-in capital 6365,~~223~~981,~~754~~409 6166,~~049~~979,~~486~~397 Accumulated deficit (1120,~~692~~017,~~411~~719) (917,~~605~~771,~~380~~307) Accumulated other comprehensive income ~~131~~864,~~267~~948 ~~188~~499,~~842~~675 Less treasury stock, at cost ~~(1,037,625)~~- (1,037,625) ------------ ------------ Total stockholders' equity 5147,~~350~~612,~~401~~197 5149,~~247~~461,~~544~~970 ------------ ------------ TOTAL $ 8998,~~958~~433,~~823~~181 $ 8695,~~032~~250,~~681~~231 ============ ============

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

Three Months Ended Six Months Ended December 31, 2004 December 28, 2003 December 31, 2004 December 28, 2003 ----------------- ----------------- ----------------- ------------------ REVENUES: $30,203,361 $23,559,093 $61,690,767 $43,263,524 ----------- ----------- ~~Three Months Ended September 28, 2003 September 29, 2002~~ -----------~~-------~~ ------------~~------~~ ~~REVENUES $19,704,431 $21,692,288~~ COSTS AND EXPENSES: Cost of products sold 1726,~~472~~198,~~246~~282 20,~~684~~817,~~405~~086 53,024,771 38,277,807 Selling, general and administrative expenses 4,610,337 3,~~740~~959,~~366~~374 29,~~919~~218,~~516~~985 7,699,740 ----------- ----------- ----------- ------------ Total costs and expenses 2130,~~212~~808,~~612~~619 2324,~~603~~776,~~921~~460 62,243,756 45,977,547 ----------- ----------- ----------- ------------ OPERATING LOSS (605,258) (1,~~508~~217,~~181~~367) (1552,~~911~~989) (2,~~633~~714,023) INTEREST ~~AND NON OPERATING~~ INCOME (EXPENSE) Interest income 433,~~595~~507 2,427 39,868 7,~~129~~021 Interest expense (~~532~~772,~~651~~337) (~~204~~664,~~282~~855) ~~Non operating income 11,742 465 Non operating expense~~ (~~218~~1,536,687) (271,~~776~~197,505) ----------- ----------- ----------- ------------ LOSS BEFORE INCOME TAXES AND MINORITY INTEREST (21,~~024~~344,~~713~~088) (1,879,795) (2,~~136~~049,~~097~~808) ~~BENEFIT~~(3,904,507) ~~FROM~~PROVISION FOR INCOME TAXES (62,850) - ~~726~~(115,~~273~~706) - ----------- ----------- ----------- ------------ LOSS BEFORE MINORITY INTEREST (21,~~024~~406,~~713~~938) (1,~~409~~879,~~824~~795) (2,165,514) (3,904,507) MINORITY INTEREST (6240,~~318~~747) 18(47,~~709~~439) (80,898) (109,758) ----------- ----------- ----------- ------------ NET LOSS $(1,447,685) (1,927,234) (2,~~087~~246,~~031~~412) (4,014,265) PREFERRED STOCK DIVIDENDS (67,582) - (135,164) - ----------- ----------- ----------- ------------ NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $(1,~~391~~515,~~115~~267) $(1,927,234) $(2,381,576) $(4,014,265) =========== =========== =========== =========== BASIC AND DILUTED NET LOSS PER SHARE $ (0.3323) $ (0.2230) $ (0.37) $ (0.63) =========== =========== =========== =========== WEIGHTED AVERAGE SHARES - BASIC AND DILUTED 6,~~312~~449,~~216~~056 6,~~303~~331,~~216~~148 6,442,495 6,321,734 =========== =========== =========== ===========

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

~~-------------------------------------------------------------------------------------------------------~~Six ~~Three~~ Months Ended ~~September~~December 2831, ~~2003~~2004 ~~September~~December 2928, ~~2002~~2003 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net ~~Loss~~loss $ (2,~~087~~246,~~031~~412) $ (14,~~391~~014,~~115~~265) ------------ ------------ Adjustments to reconcile net loss to net cash provided by (used in) operating activities: ~~Depreciation~~Non-cash ~~and~~operating ~~amortization~~items: Depreciation of property, plant and equipment ~~and other assets 1~~2,~~658~~625,~~636~~444 12,~~604~~724,~~453~~925 Amortization of deferred ~~financing~~loss ~~costs~~on ~~143~~sale-leaseback,~~221~~ -deferred ~~Minority~~financing ~~interest~~costs ~~62,319~~and ~~(18,709)~~intangible ~~Deferred~~assets ~~income~~579,637 ~~taxes - (726~~479,~~273)~~891 Interest payable in common stock 73166,~~195~~532 174,898 Minority interest 80,898 109,758 Gain on sale of China land use rights - (86,531) Changes in current assets and liabilities: Accounts receivable - net (2948,~~623,007~~405) (~~422~~4,~~977~~475,237) Inventories - net (23,~~006~~030,~~270~~508) 47(2,~~250~~651,412) Refundable income taxes 367,328 144,776 - Other assets 561,809 (~~108~~378,~~796~~917) ~~354,209~~ Accounts payable and accrued liabilities (12,~~271~~140,~~072)~~696 (1112,~~131,889)~~729 ------------ ------------ Net cash provided by (used in) operating activities (6297,~~014,029)~~019 (17,~~685~~859,~~051~~385) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: ~~Deposit~~Sale ~~received for sale~~ of China land use rights ~~974,964~~ - 1,179,145 Additions to property, plant and equipment and other assets (~~280~~431,~~611~~278) (~~345~~208,~~283~~314) ------------ ------------ Net cash ~~provided by~~ (used in) provided by investing activities ~~694,353~~ (~~345~~431,~~283~~278) 970,831 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Exercise of warrants - 600,000 Proceeds from bank loans 749,~~502~~084,~~960~~779 524,~~467~~352,~~865~~824 Payment of bank loans (747,~~846~~980,~~834~~145) (323,~~676~~370,~~448~~212) Payment of capital lease (53,036) - Payment of Methuen sale-leaseback financing obligation (74121,~~974~~939) (151,440) Cash received for interest on sale-leaseback note receivable 60,750 66,252 Dividend paid to series A preferred stock investors (106,900) - Receipt of joint venture deposit 1,000,000 - Proceeds from convertible note, net of costs - 5,~~509~~480,~~984~~416 - ----------- ------------ Net cash provided by financing activities 51,~~091~~883,~~136~~509 16,~~791~~977,~~417~~840 ------------ ------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH 843,~~324~~856 1211,~~600~~341 ------------ ------------ NET ~~DECREASE~~INCREASE IN CASH AND CASH EQUIVALENTS ~~(220~~1,~~216)~~793,106 ~~(226~~100,~~317)~~627 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,~~513~~626,~~523~~275 1,~~785~~513,~~025~~523 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 13,~~293~~419,~~307~~381 $ 1,~~558~~614,~~708~~150 ============ ============ SUPPLEMENTARY DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES: Property, plant, equipment and other asset purchases financed under capital lease, long-term debt and accounts payable $ ~~242~~468,~~874~~795 $ 1549,~~041,388~~913 ============ ============ Issuance of warrants in connection with issuance of convertible debt $ - $ 1,139,252 ~~$ -~~ ============ ============ Beneficial conversion feature associated with convertible debt $ - $ 1,035,016 ~~$ -~~ ============ ============ Interest ~~receivable~~paid ~~associated~~in ~~with~~common ~~Methuen~~stock ~~sale-leaseback financing obligation~~ $ 33156,~~125~~426 $ -73,195 ============ ============

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 December 31, 2004 and the results of operations and cash flows for the three and six months ended December 31, 2004 and December 28, 2003. 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 consolidated financial statements, the Company incurred net losses of $2,246,412 and $4,014,265 and provided $297,019 of cash from operations and used $7,859,385 in operations for the six months ended December 31, 2004 and December 28, 2003, respectively. In addition, the Company had an accumulated deficit of $20,017,719 at December 31, 2004. As of December 31, 2004, the Company had a cash balance of $3,419,381. 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 6 venture company and the transaction closes. 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 2006 and increasing the borrowing limit from $10.0 million to $12.0 million. During the first six months of fiscal 2005, the Company generated cash flow from operations of approximately $297,000. 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 December 2005. 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 December 31, 2004, the Company was in compliance, and expects to remain in compliance, with all of its financial covenants associated with its financing arrangements. 2. 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:

~~September~~December 2831, June 30, ~~2003~~2004 ~~2003~~2004 ~~------------- --------~~ Raw materials $ 810,~~422~~763,~~890~~777 $ 78,~~736~~729,~~473~~132 Work in process 910,~~053~~621,~~623~~432 89,~~285~~444,~~396~~722 Finished goods 4,~~443~~943,~~124~~151 45,~~034~~049,~~733~~796 ----------- ----------- Total cost 2126,~~919~~328,~~637~~360 2023,~~056~~223,~~602~~650 Reserve for obsolescence (2,~~812~~858,~~113~~521) (2,~~973~~897,~~724~~516) ----------- ----------- Inventory, net $1923,~~107~~469,~~524~~839 $1720,~~082~~326,~~878~~134 =========== ===========

3. 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:

~~September~~December 2831, June 30, ~~2003~~2004 ~~2003~~2004 ~~------------- --------~~ Land and land improvements $ 589,872 $ 589,872 Buildings 18,543,295 18,543,295 Machinery and equipment 5963,~~881~~274,~~918~~258 5964,~~625~~348,~~945~~226 Leasehold improvements and other 6,~~330~~923,~~084~~327 6,~~321~~695,~~658~~173 Construction in progress 4,~~791~~381,~~053~~548 42,~~591~~902,~~458~~141 ------------ ------------ Total cost 9093,~~136~~712,~~222~~300 8993,~~672~~078,~~228~~707 Less: accumulated depreciation (4450,~~324~~358,~~279~~110) (4248,~~779~~098,~~012~~967) ------------ ------------ Property, plant and equipment, net $ 4543,~~811~~354,~~943~~190 $ 4644,~~893~~979,~~216~~740 ============ ============

7 4. Intangible Assets ----------------- Intangible assets consisted of:

~~September~~December 2831, June 30, ~~2003~~2004 ~~2003~~2004 ~~-------------~~Patents ~~-------- Land use rights~~ $ ~~- $1,145,784 Patents~~ 58,560 ~~58,560~~$ ~~---------- ---------- Total cost~~ 58,560 ~~1,204,344~~ Accumulated amortization (2327,~~618~~278) (7425,~~339~~814) ---------- ---------- Intangible assets, net $ 3431,~~942~~282 $1 32,~~130,005~~746 ========== ==========

The Company has reassessed the remaining useful lives of the intangible assets at December 31, 2004 and determined the useful lives are appropriate in determining amortization expense. Amortization expense for the six months ended December 31, 2004 and December 28, 2003 was $1,464 and $3,181, respectively. 5. Other Assets ------------ Other assets consisted of:

~~September~~December 2831, June 30, ~~2003~~2004 ~~2002~~2004 ~~------------- --------~~ Deferred loss on sale-leaseback of Poly-Flex Facility, net $1 950,~~373,818~~224 $1,~~373~~087,~~818~~606 Deferred financing costs on sale-leaseback of Methuen facility (see Note 7) ~~292~~361,~~484~~700 ~~203~~361,~~353~~700 Deferred financing costs on the Loan and Security Agreement (see Note 7) ~~192~~325,~~269~~847 ~~138~~267,~~081~~722 Deferred financing costs on Convertible ~~Subortinated~~Subordinated Note (see Note 7) ~~594~~673,~~253~~930 -673,930 Other 89146,~~907~~808 48160,~~019~~650 ---------- ---------- Total cost 2,~~542~~458,~~731~~509 12,~~763~~551,~~271~~608 Less: accumulated amortization (~~138~~451,~~456~~973) (13268,~~210~~472) ---------- ---------- Total Other Assets, net $2,~~404~~006,~~275~~536 $12,~~750~~283,~~061~~136 ========== ==========

In June 2003, Poly-Flex sold its operating facility in Cranston, Rhode Island for a total purchase price of $3,000,000 in cash. Under the terms of the Purchase and Sale Agreement, Poly-Flex 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 $137,000 for the six months ended December 31, 2004 and December 28, 2003. Amortization of deferred financing costs was $184,000 and $127,000 for the six months ended December 31, 2004 and December 28, 2003, respectively. 8 6. Accrued Liabilities - Facility Exit Costs ----------------------------------------- The following is a summary of the facility exit costs activity during the three months ended December 31, 2004:

Facility Facility ~~2004 Activity~~ Exit Costs FY2005 Activity Exit Costs ~~---------------------------------------~~ Accrued ~~Accrued~~ Cash ~~Asset~~Accrued ~~Change September 28,~~ June 30, ~~2003~~2004 Payments ~~Write-offs~~December in31, ~~Estimates~~2004 ~~2003~~ ------------- -------- -------~~---~~ ------------ -----~~--------~~ ~~Lease~~Total ~~costs~~facility ~~$439,855 $(108,072) $ - $ - $331,783 Facility~~ refurbishment costs ~~143,666 - - - 143,666 -------- --------- ------ ------ -------- Total~~ $~~583~~136,~~521~~952 $(~~108~~1,~~072~~500) $ ~~- $ - $475~~135,~~449 ======== ========= ====== ====== ========~~452

The remaining accrued facility exit costs at December 31, 2004 represent the estimated costs to refurbish the facility. The Company expects the balance of accrued facility exit costs at December 31, 2004 to be paid by the end of fiscal 2005. 7. Long-term Debt -------------- Long-term debt consisted of:

~~September~~December 2831, June 30, ~~2003~~2004 ~~2003~~2004 ~~------------- --------~~ Loan and ~~security~~Security ~~agreement~~Agreement $ 25,~~305~~942,~~034~~456 $ 3,~~306~~618,~~150~~091 ~~Term~~Parlex Shanghai term notes 67,~~633~~058,~~321~~449 58,~~975~~870,~~645~~792 Parlex Interconnect term note 604,120 - Finance obligation on sale-leaseback of Methuen Facility 5,~~291~~848,~~749~~055 5,~~333~~909,~~597~~245 Convertible ~~subordinated~~Subordinated ~~notes~~Note 4,~~016~~663,~~220~~105 -4,404,351 Other 540,240 593,277 ----------- ----------- Total long-term debt 1824,~~246~~656,~~324~~425 1423,~~615~~395,~~392~~756 Less: current portion 4of long-term debt 14,~~977~~018,~~790~~356 312,~~813~~861,~~117~~077 ----------- ----------- Long-term debt ~~- net~~ $1310,~~268~~638,~~534~~069 $10,~~802~~534,~~275~~679 =========== ===========

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

~~Weighted-Average~~December ~~Fiscal~~31, ~~Year~~June ~~Number~~30, ~~Exercise~~2004 ~~Expiration~~2004 ~~Granted~~Loan ~~Outstanding~~and ~~Price~~Security ~~Date~~Agreement ~~-----------~~$ ~~-----------~~5,942,456 ~~----------------~~$ ~~----------~~3,618,091 ~~2003~~Parlex ~~25,000~~Shanghai ~~$6.89~~term ~~June~~notes 107,058,449 ~~2008~~8,870,792 ~~2004~~Parlex ~~300,000~~Interconnect ~~8.00~~term ~~July~~note 28604,120 ~~2007~~- ~~2004~~Finance 22obligation on sale-leaseback of Methuen Facility 300,~~500~~345 ~~8.00~~263,849 ~~July~~Other 28112,986 ~~2008~~108,345 ----------- ----------- Total ~~347~~current portion of long-term debt $14,~~500~~018,356 $~~7.92~~12,861,077 =========== ===========

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 seven amendments to the Loan Agreement. The Loan Agreement provided Silicon Valley Bank with a secured interest in 9 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 December 31, 2004, 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 September 23, 2003, the Company executed a Modification Agreement (the "Modification Agreement") with Silicon Valley Bank. The Modification Agreement increased the interest rate on borrowings to the bank's prime rate plus 1.5% and amended the financial covenants. On February 18, 2004, the Company executed a Second Modification Agreement (the "Second Modification Agreement") with Silicon Valley Bank. The Second Modification Agreement removed the fixed charge coverage ratio from the Loan Agreement and required the Company to report earnings before income taxes, depreciation and amortization ("EBITDA") of at least $50,000 on a three month trailing basis, beginning January 31, 2004. The minimum EBITDA requirement was increased to $250,000 at June 30, 2004. The Second Modification Agreement increased the interest rate on borrowings to the bank's prime rate plus 2.0% (decreasing to prime plus 1.25% after two consecutive quarters of positive operating income and to prime plus 0.75% after two consecutive quarters of positive net income, respectively) and amended the financial covenants. On March 28, 2004, the Company entered into a Third Loan Modification Agreement with Silicon Valley Bank, which permitted certain of the Company's subsidiaries to increase the amount of indebtedness they could incur from $8 million to $13 million, so long as such indebtedness was without recourse to Parlex and its principal subsidiaries. On May 10, 2004, the Company executed a Fourth Loan Modification Agreement (the "Fourth Modification Agreement") with Silicon Valley Bank. The Fourth Modification Agreement changed the EBITDA requirement to $1.00 as of April 30, 2004 and May 31, 2004 and $250,000 on a three month trailing basis beginning June 30, 2004. On June 25, 2004, the Company executed a Fifth Loan Modification Agreement (the "Fifth Modification Agreement") with Silicon Valley Bank. The Fifth Modification Agreement permitted certain of the Company's subsidiaries to borrow up to $5.0 million in the aggregate from the Bank of China. The Fifth Modification Agreement increased the interest rate on borrowings to the bank's prime rate plus 2.25% (decreasing to prime plus 1.25% after two consecutive quarters of positive operating income and to prime plus 0.75% after two consecutive quarters of positive net income, respectively). On September 24, 2004, the Company executed a Sixth Loan Modification Agreement with Silicon Valley Bank to extend the maturity date of the Loan Agreement from June 10, 2005 to July 11, 2005. 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 receivable plus the lesser of 20% of eligible inventory or $1,000,000. The Seventh Modification Agreement reduced the interest rate on borrowings to the bank's prime rate (5.25% at December 31, 2004) 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 beginning December 31, 2004 and to $750,000 on a three month trailing basis beginning June 30, 2005. The Seventh Modification Agreement extends the maturity date of the Loan Agreement from July 11, 2005 to July 11, 2006. As of December 31, 2004, the Company was in compliance with its financial covenants. At December 31, 2004, the Company had available borrowing capacity under the Loan Agreement of approximately $2.8 million. As the available borrowing capacity exceeded $750,000 at December 31, 2004, none of the Company's cash balance was subject to restriction at December 31, 2004. 10 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 December 31, 2004 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 - On December 15, 2003, Parlex Shanghai entered in to a short-term bank note for $605,000, due December 15, 2004, bearing interest at 5.31% and guaranteed by Parlex Interconnect. The note was repaid on December 14, 2005. On March 2, 2004, Parlex Shanghai entered into a short-term bank note, due March 1, 2005, bearing interest at 5.31% and guaranteed by Parlex Interconnect. Amounts outstanding as of December 31, 2004 total $2.5 million. In January 2005, Parlex Shanghai renewed a bank note bearing interest at LIBOR plus 2.5% and guaranteed by the Company's subsidiary Parlex Asia Pacific Ltd., ("Parlex Asia"). Amounts outstanding under this note, due February 28, 2005, as of December 31, 2004 total $1.5 million. On October 11, 2004, Parlex Shanghai renewed a bank note bearing interest at 5.31%, which is guaranteed by Parlex Interconnect. Amounts outstanding under this short-term bank note due April 13, 2005 totaled $725,000 as of December 31, 2004. On November 11, 2004, Parlex Shanghai renewed a bank note that was due on November 10, 2004. The short-term note bearing interest at 5.58%, due June 30, 2005 is guaranteed by Parlex Interconnect. Amounts outstanding as of December 31, 2004 total $1.0 million. On November 24, 2004, Parlex Shanghai renewed a bank note due January 12, 2005. The short-term note bearing interest at 5.58%, due June 30, 2005 is guaranteed by Parlex Interconnect. Amounts outstanding as of December 31, 2004 total $1.3 million. The Company believes that it will be able to obtain the necessary refinancing of its Parlex Shanghai short-term debt because of the Company's history of successfully refinancing its short term Chinese borrowings and its rapidly improving Chinese operating results. 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 guaranteed by Parlex. Under the terms of the banking facility, Parlex Asia may borrow up to $5 million based on a borrowing base of eligible account receivables. The banking facility bears interest at LIBOR plus 2.00%. The Company anticipates utilizing borrowings from this financing for the refinancing of certain Parlex Shanghai term notes or for working capital needs. Finance Obligation on Sale Leaseback of Methuen Facility - In June 2003, Parlex entered into a sale-leaseback transaction pursuant to which it sold its 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. In June 2004, Parlex received $750,000 reducing the principal balance of the promissory note to $1.9 million. In connection with the transaction, Parlex simultaneously entered into a lease agreement relating to the Methuen Facility with a minimum lease term of 15 years. As the repurchase option contained in the lease and the receipt of the Note from the buyer provide Parlex with a continuing involvement in the Methuen Facility, Parlex has accounted for the sale-leaseback of the Methuen Facility as a financing transaction. Accordingly, the Company continues to report the Methuen Facility as an asset and continues to record depreciation expense. The Company records all cash received 11 under the transaction as a finance obligation. The Note and related interest thereon, and the $1.0 million in additional cash under the terms of an Earn Out Clause, will be recorded as an increase to the finance obligation as cash payments are received. The Company records 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 (June 30, 2015), the Company will reevaluate its accounting to determine whether a gain or loss should be recorded on this sale-leaseback transaction. Convertible Subordinated Notes - On July 28, 2003, Parlex sold an aggregate $6.0 million of its 7% convertible subordinated notes (the "Notes") with attached warrants to several institutional investors. The Company 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 the Company's 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 Parlex 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. The Company has concluded that the interest feature does not constitute an embedded derivative as it does not currently meet the criteria for classification as a derivative. The Company recorded accrued interest payable on the Notes of $98,029 within stockholders' equity at December 31, 2004, 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, the Company issued a total of 61,840 shares of common stock from October 2003 to October 2004 in satisfaction of previously recorded interest and issued 13,123 shares of common stock in January 2005 as payment for the interest accrued at December 31, 2004. The Notes contain 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 that is being amortized to interest expense over the four year life of the Notes. After two years from the date of issuance, the Company has 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 the Company 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. 8. Stockholders' Equity -------------------- Series A Convertible Preferred Stock - On May 7, 2004 and June 8, 2004, the Company completed a private placement of 40,625 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") and warrants entitling holders to purchase 203,125 shares of common stock at $80.00 per unit for proceeds of approximately $2.95 million, net of issuance costs of approximately $300,000. In connection with the 12 private placement, investors received rights to purchase additional shares of the Series A Preferred Stock (the "Over-Allotment Right"). The warrants are exercisable immediately at an exercise price of $8.00 per share (subject to adjustment for certain dilutive events) and expire on May 7, 2007 and June 8, 2007. The Over-Allotment Right, which has now expired, allowed each investor to purchase additional shares of Series A Preferred Stock in an amount up to 20% of the original purchase and on the same terms as the original purchase. The Series A Preferred Stock is redeemable at the option of the Company on the third anniversary of the closing, upon 30 days notice to the holders, in whole but not in part, at $80.00 per share (subject to adjustment for certain dilutive events) together with all accrued but unpaid dividends to the redemption date. The Series A Preferred Stockholders have no voting rights, except with respect to certain limited matters that directly impact the Series A Preferred Stock. Each share of Series A Preferred Stock is only convertible into 10 shares of common stock at the option of the holder at any time, until 20 days following the date on which the Company first mails its notice of redemption, if any. The initial conversion price of $8.00 is adjusted for certain dilutive events. The Series A Preferred Stock is subject to mandatory conversion if the Company's common stock price closes above $12.00 per share for twenty (20) consecutive trading days. The Series A Preferred Stock is entitled to receive cumulative dividends at an annual rate of 8.25% ($6.60 per share), payable quarterly in cash or shares of common stock or a combination of cash and stock at the election of the Company. In the event the Company does not exercise its right to redeem the Series A Preferred Stock on the third anniversary, the dividend rate shall increase to 14% ($11.20 per share) per annum payable quarterly exclusively in cash. The Preferred Stock also entitles the holders thereof to a preferential payment in the event of the Company's voluntary or involuntary liquidation, dissolution or winding up. Specifically, in any such case, the holders of Preferred Stock shall be entitled to be paid, out of the Company's assets that are available for distribution to our shareholders, the sum of $80.00 per share of Preferred Stock held, or $3.25 million, plus all accrued and unpaid dividends thereon, prior to any payments being made to holders of our common stock. The $80.00 per share liquidation preference payment amount is subject to equitable adjustment for stock splits, stock dividends, combinations, reorganizations and similar events effecting the shares of Preferred Stock. As the original price of $80.00 included a share of Series A Preferred Stock, a warrant to purchase five shares of common stock and the Over-Allotment Right, the Company used the relative fair value method to record the transaction. Accordingly, $2.668 million, $486,000 and $96,000 of the gross proceeds were attributed to the 40,625 shares of Series A Preferred Stock, the 203,125 common stock warrants and the Over-Allotment Right, respectively. Since 38,750 shares of Series A Preferred Stock were issued for an effective purchase price of $6.56 per share, which was lower than the fair market value of the common stock at the date of closing, the investors realized a beneficial conversion feature of approximately $131,750. Accordingly, the beneficial conversion feature and the relative fair value of the warrants and Over-Allotment Right have been recorded as an increase to additional paid-in capital. The beneficial conversion feature was immediately accreted. Common Stock Warrants - The Company has issued common stock warrants in connection with certain financings. All warrants are currently exercisable and the following table summarizes information about common stock warrants outstanding to lenders and investors at December 31, 2004: 13

~~Three~~Fiscal ~~Months~~Year ~~Ended~~Number ~~September~~Weighted-Average ~~28,~~Expiration ~~2003~~Granted ~~September~~Outstanding ~~29,~~Exercise ~~2002~~Price Date ----------- ------- ---- ---------------- ~~Net loss~~ ---------- as2003 ~~reported $(2~~25,~~087,031)~~000 $(16.89 June 10,~~391,115)~~ ~~Add~~2008 ~~stock-based~~2004 ~~compensation~~225,000 ~~expense~~8.00 ~~included~~July in28, ~~reported~~2007 ~~net~~2004 ~~loss~~31,500 -8.00 -July ~~Deduct~~28, ~~stock-based~~2008 ~~compensation~~2004 ~~expense~~193,750 ~~determined~~8.00 ~~under~~May ~~the~~7, ~~fair-value~~2007 ~~method~~2004 ~~(191~~9,~~000)~~375 ~~(192~~8.00 June 8,~~000)~~ 2007 -------~~----~~ -----~~------~~ ~~Net~~Total ~~loss - pro forma $(2~~484,~~278,031)~~625 $~~(1,583,115)~~7.94 =======~~====~~ =====~~====== Basic and diluted loss per share - as reported $ (0.33) $ (0.22) Basic and diluted loss per share - pro forma $ (0.36) $ (0.25)~~

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 six months ended December 31, 2004 and December 28, 2003 was $25,000. 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 $1,035,000 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 Parlex 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 $144,600 for the six months ended December 31, 2004. 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 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 $1,037,625, as authorized but unissued shares. This aggregate cost has been allocated to the common stock's par value and additional paid-in capital. 9. 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. 14 10. 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:

~~September~~Three Months Ended Six Months Ended December 31, 2004 December 28, 2003 ~~September~~December 2931, ~~2002~~2004 December 28, 2003 Net loss attributable to common stockholders $(1,515,267) $(1,927,234) $(2,381,576) $(4,014,265) Add stock-based compensation expense included in reported net loss - - - - Deduct stock-based compensation expense determined under the fair-value method (98,000) (171,000) (180,000) (362,000) ----------- ----------- ----------- ~~Average~~----------- ~~risk~~Net loss -~~free~~ ~~interest~~attributable ~~rate~~to common stockholders - pro forma $(1,613,267) $(2~~.4%~~,098,234) $(2~~.6%~~,561,576) ~~Expected~~$(4,376,265) ~~life~~=========== of=========== ~~option~~=========== ~~grants~~=========== 3Basic and diluted net loss per share - as reported $ (0.523) ~~years~~$ 3(0.530) ~~years~~$ ~~Expected~~(0.37) ~~volatility~~$ of(0.63) ~~underlying~~Basic ~~stock~~and ~~77%~~diluted ~~67%~~net ~~Expected~~loss ~~dividend~~per ~~rate~~share ~~None~~- ~~None~~pro forma $ (0.25) $ (0.33) $ (0.40) $ (0.69)

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

Three Months Ended ~~September~~Six ~~28,~~Months ~~2003~~Ended ~~Weighted-~~December ~~Shares~~31, ~~Average~~2004 ~~Under~~December ~~Exercise~~28, ~~Option~~2003 ~~Price~~December ~~------ --------- Outstanding options at beginning of period 507~~31,~~775~~ ~~$13.26~~2004 ~~Granted~~December 8228,~~000~~ ~~8.39~~2003 ~~Surrendered~~Average risk-free -interest ~~Exercised~~rate -2.9% -3.1% ~~-------~~2.9% ~~------~~3.3% ~~Outstanding~~Expected ~~options~~life ~~at end~~ of ~~period~~option ~~589,775~~grants ~~$12~~3.595 ~~=======~~years ~~======~~3.5 ~~Exercisable~~years ~~options~~3.5 atyears ~~end~~3.5 ofyears ~~period~~Expected ~~325,339~~volatility ~~$14.15~~of ~~Weighted~~underlying ~~average~~stock ~~fair~~70% ~~value~~72% of70% ~~options~~74% ~~granted~~Expected ~~during~~dividend ~~the~~rate ~~period~~None $None ~~4.11~~None None

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 first interim or 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. 15 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:

~~Options~~Three ~~Outstanding~~Month ~~Options~~Ended ~~Exercisable~~December ~~----------------------------------------~~31, ~~--------------------~~2004 ~~Weighted-~~Six ~~Average~~Month Ended December 31, 2004 Weighted- Weighted- ~~Remaining~~Shares Average Shares Average Under Exercise ~~Number~~Under ~~Contractual~~ Exercise ~~Exercise~~Option ~~Prices Outstanding Life (Years)~~ Price ~~Number~~Option Price ~~--------~~Outstanding ~~-----------~~options ~~------------~~at ~~---------~~beginning ~~------~~of ~~---------~~period $666,775 ~~3.60 -~~ $ 711.2041 12567,~~000~~775 ~~1.6~~ $ 612.0554 12Granted 14,000 ~~$ 6~~5.0575 ~~7.21 - 10.80 133~~130,500 95.398 ~~9.11~~Cancelled 173,000 ~~10.25 10.81 - 14.40 307,525 7.6~~ 12.1631 ~~161~~20,~~339~~500 12.3509 ~~14.41~~Exercised - ~~18.00~~- ~~68,750 5.8 16.17 67,500 16.17 18.01~~ - ~~21.60 66,000 4.1 18.78 66,000 18.78 21.61~~ - ~~25.20 2,000 6.6 22.00 1,500 22.00~~ ------- --- ---~~---~~ ------- ------ $Outstanding ~~3.60~~options -at end of period 677,775 $2511.2029 ~~589~~677,775 7$11.329 ======= ====== ======= ====== Exercisable options at end of period 398,567 $1213.5946 ~~325~~398,~~339~~567 $1413.1546 ======= ====== ======= ====== Weighted average fair value of options granted during the period $ 2.84 $ 2.98 ====== ======

The following table presents weighted-average price and life information about significant option groups outstanding and exercisable at December 31, 2004:

~~Three~~Weighted- ~~Months~~Average ~~Ended~~Weighted- ~~September~~Weighted- ~~28,~~Remaining ~~September~~Average ~~29,~~Number ~~2003~~Average ~~2002~~Exercise Number Contractual Exercise of Shares Exercise Prices Outstanding Life (Years) Price Exercisable Price $ 0.00 -~~------------~~ $ 5.67 6,000 9.8 $ 5.40 -~~------------~~ ~~Shares~~$ ~~for~~0.00 ~~basic~~5.67 ~~computation~~- 6.67 136,~~312~~500 8.9 6.01 12,~~216~~000 6.05 8.39 - 10.48 135,~~303~~000 8.1 9.04 51,~~216~~000 ~~Effect~~9.51 of11.37 ~~dilutive~~- ~~stock~~13.25 ~~options~~268,525 ~~and~~6.2 ~~warrants~~12.17 203,817 12.27 15.50 - 16.25 66,250 4.5 16.18 66,250 16.18 18.75 - 19.13 63,500 2.8 18.78 63,500 18.78 22.00 2,000 5.4 22.00 2,000 22.00 ------- --- ------ ------- ~~Shares~~------ ~~for~~$ ~~dilutive~~0.00 ~~computation~~- 6$22.00 677,~~312,216~~775 6.7 $11.29 398,~~303,216~~567 $13.46 ======= === ====== ======= ======

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 16 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 December 31, 2004. 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. The net loss attributable to common stockholders for each period is as follows:

Three Months Ended ~~September~~Six Months Ended December 31, 2004 December 28, 2003 ~~September~~December 2931, ~~2002~~2004 December 28, 2003 ----------------- ----------------- ----------------- ----------------- Net loss $(21,~~087~~447,~~031~~685) $(1,~~391~~927,~~115~~234) ~~Other~~$(2,246,412) ~~comprehensive~~ $(~~loss~~4,014,265) ~~income:~~Dividends ~~Foreign~~accrued ~~currency~~on ~~translation~~Series ~~adjustments~~A preferred stock (5767,~~575~~582) ~~103~~- (135,~~589~~164) - ----------- ----------- ~~Total~~----------- ~~comprehensive~~----------- Net loss attributable to common stockholders $(21,~~144~~515,~~606~~267) $(1,~~287~~927,~~526~~234) $(2,381,576) $(4,014,265) =========== =========== =========== ===========

Antidilutive shares were not included in the per-share calculations for the six months ended December 31, 2004 and December 28, 2003 due to the reported net losses for those periods. Antidilutive shares totaled approximately 1,162,400 and 837,525 for the six months ended December 31, 2004 and December 28, 2003, respectively. All antidilutive shares relate to outstanding stock options except for 484,625 and 272,500 antidilutive shares for the six months ended December 31, 2004 and December 28, 2003, respectively relating to warrants issued in connection with certain debt and equity financings (see Note 8). 13. Comprehensive Loss ------------------ Comprehensive loss for the three months ended December 31, 2004 and December 28, 2003 is as follows:

Three Months Ended ~~September~~Six 28Months Ended December 31, ~~September~~2004 29December 28, 2003 ~~2002~~December 31, 2004 December 28, 2003 ----------------- ----------------- ~~Total revenues 100.0 % 100.0 % Cost of products sold 88.7 % 95.4 %~~ ----- ----- ~~Gross profit 11.3 % 4.6 % Selling, general and administrative expenses 19.0 % 13.5 %~~ ------- ----------------- ~~Operating~~Net loss $(~~7.7~~1,447,685)% $(~~8.9~~1,927,234)% ~~Loss~~$(2,246,412) ~~from~~$(4,014,265) ~~operations~~Other ~~before~~comprehensive income ~~taxes~~(loss): ~~and~~Foreign ~~minority~~currency ~~interest~~translation ~~(10.3)%~~adjustments ~~(9.8)%~~288,563 201,486 365,273 143,911 ----------- ----------- ~~Net~~----------- ----------- Total comprehensive loss $(~~10.6~~1,159,122)% $(~~6.4~~1,725,748)% $(1,881,139) $(3,870,354) =========== =========== =========== ===========

At December 31, 2004 and June 30, 2004, the Company's accumulated other comprehensive loss pertains entirely to foreign currency translation adjustments. 17 14. Joint Venture ------------- On December 22, 2004, Parlex entered into a Joint Venture Agreement, 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 $3,000,000, a 49% interest in a new entity to be formed by Parlex. Under the terms of the Agreements, Parlex 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 March 31, 2005 (the "Outside Closing Date"). Upon execution of the Agreements, Parlex received a deposit of an aggregate $1,000,000 of the total purchase price. Specifically, Infineon paid $500,000 to Parlex as consideration for the License Agreement, pursuant to which Parlex 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 Parlex 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, Parlex is required to repay the $1.0 million, or Infineon shall be entitled to offset such amount against certain Parlex invoices submitted to Infineon. 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 effecton 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 18 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 December 31, 2004, 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. Such disclosures are included in Note 11. 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 2 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 technological 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. 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 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 have 20 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 in prior years and throughout 2004. At December 31, 2004, however, we were in compliance with all financial covenants. Based upon our recent improvement in financial performance, we are currently, and expect to remain, in compliance with all of our financial covenants. We have $7.7 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 China's strong operating results. In fiscal 2004, revenues from our Chinese operations grew 65%. In the six months ended December 31, 2004 revenues from our Chinese operations grew 60% compared to the six months ended December 28, 2003. 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 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 21 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 December 31, 2004 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. 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 22 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 December 31, 2004 Compared to Three Months Ended ------------------------------------------------------------------- December 28, 2003 ----------------- Total Revenues. Total revenues for the three months ended December 31, 2004 were $30.2 million versus $23.6 million for the three months ended December 28, 2003. This represents an increase of $6.6 million or 28%. 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 second 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 ($200,000). The 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 $12.9 million from $9.4 million in the prior year representing a 37% increase for the same period year over year. Strong growth occurred in the computer and peripheral market leveraging automated surface mount assembly capabilities. Adding surface mount assembly to base flex circuit manufacturing significantly increased the revenue per circuit during the period. Increasing value-add capabilities such as automated surface mount assembly remains core to our growth strategy. Growth in China also occurred in several other markets including automotive, telecommunications (more specifically cell phone applications) and electronic identification. Revenues from our smart card business were $400,000 below expectations caused by delayed orders from Infineon during the month of December. Product qualification problems with their end customer triggered the delay. We expect this to have an adverse effect on third quarter revenues as well. Polymer thick film revenues totaled $8.9 million increasing 21% versus the same period of the prior year. Revenue increases continue to be driven by accelerated growth in the medical market, particularly in disposable medical devices. Strong performance occurred in both our United Kingdom and United States manufacturing operations. 23 Revenues in our Methuen, Massachusetts multilayer manufacturing operations increased 64% 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 expect to complete this transition by the fourth quarter of the current fiscal year. Cost of Products Sold. Cost of products sold was $26.2 million, or 87% of total revenues, for the three months ended December 31, 2004, versus $20.8 million, or 88% of total revenues, for the three months ended December 28, 2003. Reduction in the cost of products sold as a percentage of total revenues, or correspondingly an improvement in our gross margin, was in large part driven by manufacturing volume increases. Revenues increased 28%, 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 40% of revenues in the second quarter of fiscal 2004 to 35% of revenues for the current quarter. 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 cost. Raw material costs and in particular copper prices escalated more than 25% during the past year. Similarly, base flexible materials such as polyimide rose substantially during the year with worldwide supply constraints. In many cases this has forced increased 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. 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 45%. 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. In the first quarter of fiscal 2005, revenues in this market were immaterial. 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 second quarter of fiscal 2005 shipments totaled approximately $395,000. We expect manufacturing to increase significantly over the remainder of the 2005 fiscal year improving facility utilization and further reducing multilayer operating losses. Selling, General and Administrative Expenses. Selling, general and administrative expenses were $4.6 million for the three months ended December 31, 2004 versus $4.0 million for the comparable period in the prior year. Increases can be primarily attributed to higher commissions ($200,000) on increases in revenues, higher public company costs ($100,000) including legal, audit and insurance, continued escalation of fringe costs ($100,000) in particular medical expenses, and infrastructure investment in China ($190,000). Interest Income. Interest income was $34,000 for the three months ended December 31, 2004 compared to $2,000 for the three months ended December 28, 2003. Interest income for the three months ended December 31, 2004 included $26,000 of interest income on our tax refunds. The balance represents interest income on our cash balances. Interest Expense. Interest expense was $772,000 for the three months ended December 31, 2004 compared 24 to $665,000 for the three months ended December 28, 2003. Interest expense for the period ended December 31, 2004 included $420,000 for amortized deferred financing costs and $98,000 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 joint venture, Parlex Shanghai, was $1.3 million in the three months ended December 31, 2004 compared to $1.9 million in the three months ended December 28, 2003. 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 5% for the three months ended December 31, 2004 versus 0% for the three months ended December 28, 2003. 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 December 31, 2004. In fiscal 2003, we established a valuation allowance against all of our remaining net U.S. deferred tax assets. Six Months Ended December 31, 2004 Compared to Six Months Ended --------------------------------------------------------------- December 28, 2003 ----------------- Total Revenues. Total revenues for the six months ended December 31, 2004 were $61.7 million versus $43.3 million for the six months ended December 28, 2003. This represents an increase of $18.4 million or 43%. Increases were recorded in each of our business units with particularly strong growth in our China (60%), Multilayer (51%) and Polymer Thick Film (28%) operations. Strong revenues were recorded in our China operations for the first six months of fiscal 2005. China sales increased to 45% of the Company's total revenues versus 40% for the first six months of fiscal 2003. Foreign sourced revenues increased to 58% of total revenues for the first six months of fiscal 2005. China revenue increases ($10.4 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 six months were $15.2 million. Polymer thick film revenues increased $4.0 million over the same period of the prior year with growth occurring primarily in the disposable medical market. Multilayer revenues increased $2.9 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 $53.0 million, or 86% of total revenues, for the six months ended December 30, 2004, versus $38.3 million, or 89% of total revenues, for the six months ended December 28, 2003. Increased capacity utilization in China resulted in a margin improvement. Gross margins in China were 21% for the first six months of fiscal 2005 versus 20% for the comparable period of the prior year. Polymer thick film gross margins decreased from 17% to 14% for the first six 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 25 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 senior leadership, quality and production control. Selling, General and Administrative Expenses. Selling, general and administrative expenses were $9.2 million for the six months ended December 31, 2004 versus $7.7 million for the comparable period in the prior year. Increases can be primarily attributed to higher commissions ($500,000) on a 43% increase in revenues, higher public company costs ($200,000) including legal, audit and insurance, continued escalation of fringe costs ($300,000) in particular medical expenses, and infrastructure investment in China ($300,000). In addition, during fiscal 2005 we increased our China bad debt reserves $100,000 in part based upon the increased business levels. Interest Income. Interest income was $40,000 for the six months ended December 31, 2004 compared to $7,000 for the six months ended December 28, 2003. Interest income for the six months ended December 31, 2004 included $26,000 of interest income on our tax refunds. The balance represents interest income on our cash balances. Interest Expense. Interest expense was $1.5 million for the six months ended December 31, 2004 and $1.2 million for the six months ended December 28, 2003. Interest expense for the six months ended December 31, 2004 included $845,000 for amortized deferred financing costs and $167,000 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 $2.0 million in the six months ended December 31, 2004 compared to $3.9 million in the six months ended December 28, 2003. 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 5.6% for the six months ended December 31, 2004 versus an effective tax rate of 0% for the six months ended December 28, 2003. 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 six months ended December 31, 2004 and December 28, 2003. In the prior year, we established a valuation allowance against all of our remaining net U.S. deferred tax assets. Liquidity and Capital Resources ------------------------------- As of December 31, 2004, we had approximately $3.4 million in cash and cash equivalents. 26 Net cash generated by operations during the six months ended December 31, 2004 was $297,000. This compares to net cash used in operations of $7.9 million for the same period of the prior year. Net operating losses of $2.2 million after adjustment for minority interest, interest payable in common stock, depreciation and amortization, provided $1.2 million of operating cash. Operations consumed $900,000 of working capital. Cash used for working capital included $900,000 for accounts receivable, $3.0 million for inventory partially offset by $2.0 million from increases in accounts payable, and $900,000 from other working capital sources. Increases in accounts receivable were primarily driven by revenue growth. Inventory increases occurred in raw material, which includes connectors and assembly components ($2.0 million) and work in process ($1.2 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 versus our competition. 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. Net cash consumed by investing activities was $431,000 for the six months ended December 31, 2004, and was used to purchase capital equipment. As of December 31, 2004, we had an additional $468,000 of capital equipment financed under our accounts payable. We have implemented plans to control our capital expenditures in order to enhance cash flows. Cash provided by financing activities was $1.9 million for the six months ended December 31, 2004 including $1.1 million that represents the net repayments and borrowings on our bank debt. In addition, we received $1.0 million from Infineon Technologies as a deposit for our a joint venture agreement. Upon closing of the joint venture, currently anticipated to be in late March 2005, Infineon would contribute additional proceeds of $2.0 million. Closing is predicated on obtaining a business license for the joint venture company in the People's Republic of China. Should the Company be unable to close the transaction, the $1.0 million deposit would 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 six months of 2005, however, have placed additional cash demands on working capital with growth in accounts receivables and 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 which will allow us to continue financing our growth plans. See "Factors That May Affect Future Results". 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 entitling holders to purchase an aggregate of 203,125 shares of common stock 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 8 to the Notes to Unaudited Condensed Consolidated Financial Statements. Loan and Security Agreement (the "Loan Agreement") - We executed the Loan Agreement with Silicon Valley Bank on June 11, 2003. 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 under the Loan Agreement. 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 27 financial covenants, which among other things require us to maintain $750,000 in minimum cash balances or excess availability under the Loan Agreement. On September 23, 2003, we executed a Modification Agreement (the "Modification Agreement") with Silicon Valley Bank. The Modification Agreement increased the interest rate on borrowings to the bank's prime rate plus 1.5% and amended the financial covenants. On February 18, 2004, we executed a Second Modification Agreement (the "Second Modification Agreement") with Silicon Valley Bank. The Second Modification Agreement removed the fixed charge coverage ratio from the Loan Agreement and required us to report EBITDA of at least $50,000 on a three month trailing basis, beginning January 31, 2004. The minimum EBITDA requirement was increased to $250,000 at June 30, 2004. The Second Modification Agreement increased the interest rate on borrowings to the bank's prime rate plus 2.0% (decreasing to prime plus 1.25% after two consecutive quarters of positive operating income and to prime plus 0.75% after two consecutive quarters of positive net income, respectively) and amended the financial covenants. On March 28, 2004, we entered into a Third Loan Modification Agreement with Silicon Valley Bank, which permitted certain of our subsidiaries to increase the amount of indebtedness they could incur from $8 million to $13 million, so long as such indebtedness was without recourse to Parlex and our principal subsidiaries. On May 10, 2004, we executed a Fourth Loan Modification Agreement (the "Fourth Modification Agreement") with Silicon Valley Bank. The Fourth Modification Agreement changed the EBITDA requirement to $1.00 as of April 30, 2004 and May 31, 2004 and $250,000 on a three month trailing basis beginning June 30, 2004. On June 25, 2004, we executed a Fifth Loan Modification Agreement (the "Fifth Modification Agreement") with Silicon Valley Bank. The Fifth Modification Agreement permitted certain of our subsidiaries to borrow up to $5,000,000 in the aggregate from the Bank of China. The Fifth Modification Agreement increased the interest rate on borrowings to the bank's prime rate plus 2.25% (decreasing to prime plus 1.25% after two consecutive quarters of positive operating income and to prime plus 0.75% after two consecutive quarters of positive net income, respectively). On September 24, 2004, we executed a Sixth Loan Modification Agreement with Silicon Valley Bank to extend the maturity date of the Loan Agreement from June 10, 2005 to July 11, 2005. 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 (5.25% at December 31, 2004) 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 beginning December 31, 2004 and to $750,000 on a three month trailing basis beginning June 30, 2005. The Seventh Modification Agreement extends the maturity date of the Loan Agreement from July 11, 2005 to July 11, 2006. At December 31, 2004, we had available borrowing capacity under the Loan Agreement of approximately $1.6 million. Since the available borrowing capacity exceeded $750,000 at December 31, 2004, none of our cash balance was subject to restriction at December 31, 2004. 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 December 31, 2004 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. 28 Parlex Shanghai Term Notes - On December 15, 2003, Parlex Shanghai entered in to a short-term bank note for $605,000, due December 15, 2004, bearing interest at 5.31% and guaranteed by Parlex Interconnect. The note was repaid on December 14, 2005. On March 2, 2004, Parlex Shanghai entered into a short-term bank note, due March 1, 2005, bearing interest at 5.31% and guaranteed by Parlex Interconnect. Amounts outstanding as of December 31, 2004 total $2.5 million. In January 2005, Parlex Shanghai renewed a bank note bearing interest at LIBOR plus 2.5%, and guaranteed by our subsidiary Parlex Asia Pacific Ltd. ("Parlex Asia"). Amounts outstanding under this note, due February 28, 2005, as of December 31, 2004 total $1.5 million. On October 11, 2004, Parlex Shanghai renewed a bank note bearing interest at 5.31%, which is guaranteed by Parlex Interconnect. Amounts outstanding under this short-term bank note due April 13, 2005 totaled $725,000 as of December 31, 2004. On November 11, 2004, Parlex Shanghai renewed a bank note that was due on November 10, 2004. The short-term note bearing interest at 5.58%, due June 30, 2005 is guaranteed by Parlex Interconnect. Amounts outstanding as of December 31, 2004 total $1.0 million. On November 24, 2004, Parlex Shanghai renewed a bank note due January 12, 2005. The short-term note bearing interest at 5.58%, due June 30, 2005 is guaranteed by Parlex Interconnect. Amounts outstanding as of December 31, 2004 total $1.3 million. We believe that we will be able to obtain the necessary refinancing of our Parlex Shanghai short-term debt because of our history of successfully refinancing our Chinese debt and our improving operating results. 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 guaranteed by Parlex. 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%. We anticipate utilizing borrowings from this financing for the refinancing of certain Parlex Shanghai term notes or for working capital needs. 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. In June 2004, we received $750,000 reducing the principal balance of the promissory note to $1.9 million. Under the terms of the Purchase and Sale Agreement, we simultaneously entered into a lease agreement relating to the Methuen Facility with a minimum lease term of 15 years. 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 $1.0 million in additional cash under the terms of an Earn Out Clause, will be recorded as an increase to the finance obligation as cash payments are 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 (June 30, 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 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 29 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 $98,029 within stockholders' equity at December 31, 2004, 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 61,840 shares of common stock from October 2003 to October 2004 in satisfaction of the previously recorded interest. We also issued 13,123 shares of common stock in January 2005 as payment for the interest accrued as of December 31, 2004. 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. 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 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 30 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. During the first six months of fiscal 2005, we generated cash flow from operations of approximately $297,000 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 December 2005. 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 December 31, 2004, we were in compliance, and we expect to remain in compliance, with all of our financial covenants associated with our financing arrangements. 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. 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. 31 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. 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 the convertible subordinated notes and related warrants, please see "Market for Registrant's Common Equity and Related Stockholder Matters - Recent Sales of Unregistered Securities - 7% Convertible Subordinated Notes and Warrants" in our Form 10-K filing for the period ended June 30, 2004. For additional information relating to the sale of Preferred Stock and related warrants, please see "Market for Registrant's Common Equity and Related Stockholder Matters - Recent Sales of Unregistered Securities - 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. Substantial leverage and debt service obligations may adversely affect us. We have a substantial amount of indebtedness. As of December 31, 2004, we had approximately $25.0 million of consolidated debt of which $14.0 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 30% 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, 32 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 incurred net losses in each of the last three fiscal years. We had net losses of $8.2 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. 33 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. 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. 34 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. 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 35 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. 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. 36 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 20 patents issued and have 8 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 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. 37 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 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 38 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, 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. 39 Interest Rate Risk Our primary bank facility bears interest at our lender's prime rate plus 2.0%. We also have a subsidiary bank note for $1,500,000 at LIBOR plus 2.5%. 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 December 31, 2004, we had an outstanding balance under our primary bank facility of $5,942,000 and an outstanding balance of $1,500,000 under our subsidiary note. A hypothetical 10% change in interest rates would impact interest expense by approximately $51,000 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, 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 and Parlex Interconnect had combined net assets as of December 31, 2004 of approximately $21.1 million. Poly-Flex Circuits Limited and Parlex Europe had combined net assets as of December 31, 2004 of approximately $6.2 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 December 31, 2004, Parlex Shanghai and Parlex Interconnect had combined outstanding debt of approximately $7.7 million. As of December 31, 2004, 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 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 December 31, 2004. 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 Parlex (and its consolidated subsidiaries) required to be included in our Exchange Act reports. 40 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 4. Submission of Matters to a Vote of Security Holders (a) Parlex's Annual Meeting of Stockholders was held on November 23, 2004. There was no solicitation in opposition to management's nominees as listed in our proxy statement and all such nominees were elected as Class I directors for a three-year term. (b) At the Annual Meeting, stockholders elected the following Class I directors whose terms expire in 2007: Name For Withheld Lester Pollack 5,461,294 847,453 Richard W. Hale 6,293,652 15,095 Lynn J. Davis 6,272,452 36,295 The following directors' terms continued after the 2004 Annual Meeting: Peter J. Murphy, Herbert W. Pollack, Sheldon Buckler and Russell D. Wright. 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) February 14, 2005 ----------------- Date 43 EXHIBIT INDEX EXHIBIT DESCRIPTION OF EXHIBIT ------- ---------------------- 10.1 Seventh Loan Modification Agreement, dated December 22, 2004 by and between Parlex Corporation and Silicon Valley Bank (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

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