Brian Shore
Analyst · Sean Hannan, Needham & Company
Well, thanks a lot Matt, I appreciate it. By the way everybody, Matt and I are not in the same location right now. So we’ll try to coordinate as best as we can, we’ve done this before, of course.
Just one other introductory comment, Matt's comments or a transcript of Matt’s comments are posted on the web early this morning, and I just want you to be aware that. I have a question for you all, which you can let us know later on if you want, I'm not suggesting you answer right now, but it’s been at least raised that maybe some of you would rather not have Matt go through these comments at the beginning of the call since these comments are posted on the web, but let us know whether you like Matt to actually read the comments or whether you would rather defer that for the conference call and just read them off the website. So if you have any opinion about that, feel free to let us know. Thank you. So let’s see.
Before we get into the quarter, I wanted to talk a little bit about the dividend declared yesterday. So and put that in context a little bit, because there is some additional commentary in the press release, which is a little unusual for a dividend news release for us and I want to explain. By the way, also my comments might be a little bit longer today because we're covering a lot of territory here. So please bear with us.
So the dividend that was announced yesterday will probably end up being a return on capital rather than it’s actually distribution, which will be treated as a return on capital rather than as a taxable dividend that’s because our accumulated earnings and profits are now have been depleted with all the dividends that have been paid over the years.
So at this point until that accumulated earnings and profit that’s a U.S. number by the way go into the positive territory, all the future distributions will be return on capital, treated as return on capital rather than as taxable dividends. That’s important for you to understand. We won’t have a final word on that until at the end of the fiscal year when everything is kind of netted up, because that’s the point at which these questions are determined. But we’re pretty sure that the last dividend and the one that was just declared yesterday, I mean and even maybe some prior dividends of Park will be return on capital.
Now there’s been a lot of questions for us and also a lot of discussion generally about large dividends being paid by other companies, special dividends. But I know some of you are wondering of what we’re doing, because we haven't paid a lot of special dividends in the past. I think since 2005, 2006 I think we paid over $175 million in cash dividends, something like that. And obviously that’s mostly because of the special dividends. The regular dividend is only about $8 million a year at this point.
So there are these questions, and for most companies, the key date for payment of a special dividend to avoid any tax increase in dividend would be December 31. So some people wondering what happen to us. For us, that date is irrelevant. For us, any date for any kind of special action that would really be meaningful, be the end of fiscal year, which is the end of February. Why is that? Because any kind of payment, any kind of distribution that’s return on capital is taxable as a dividend. It reduces the basis in the stock.
So it really doesn’t matter. Even if capital gains go up next year, what we’d have to have done if we were going to declare a special distribution and pay it before the end of the year, we did that. And we paid it before the end of the year in order to take advantage of the lower capital gains rates this year as compared to next year if they go up. The shareholder would have to sell its stock, his old stock and that’s not really realistic especially considering the way our stock trades. We were not going to make any decision about this after at the election, because we felt the election could dramatically affect the landscape for taxes and tax treatment in the U.S.
Right now, we’re still quite concerned about the fiscal cliff, so we’re not making any decisions until we figure out whether we’re going to go over that proverbial fiscal cliff, and we feel as lot amount of uncertainty as a result. I know a lot of people just assuming that a deal will be made, but I think that’s not necessarily a sure thing, so I think we’re going to sit tight and see what happens with the fiscal cliff.
But for us if we did a distribution, a special distribution, the key date for us would be payment before the end of fiscal year and it’s very complex why that is and I won’t go into the explanation of that. But that distribution if there was one would be a return on capital, therefore, there would be no taxes paid on the distribution until such time as the stock was sold. And there would be a capital gains tax to be paid.
The return on capital distribution reduces that the share's basis, and our stock it does not, there is no current taxable event unless their basis is less than the distribution and then the extent which it’s less is capital gain at that time. Obviously, you have to defer to your own tax advisors. I'm no tax expert. Matt's a little bit of tax expert, but we're not giving you tax advice. We're just trying to explain to you our thinking and the dynamics that are at play for Park right now.
The other thing I need to say, I need to underline this with a lots of underline is we’re just talking about our situation in our scenario and there is absolutely no assurance, no guarantee, whatsoever, whatsoever that we’re going to do anything in terms of special distribution.
I just want to make sure you understand that and you hear that loudly and clearly. But like usual, we’re very willing and have to talk hopefully about our situation. So that’s what we’ve done, but we are not predicting anything and not saying what we would do or not do at this point we don’t know. And we have not made a decision and we are not going to even consider this really, seriously until we understand where we’re going with the fiscal cliff situation. Okay.
That’s nothing to do with this specific quarter, but I wanted to cover that for you because the news release yesterday with the dividend to try to address it, but I think it required a little bit more discussion, so you understand the dynamics of that situation.
I also want to talk, changing gears. I’d like to talk to you now a little bit about our business. I’m not going to focus in the quarter. I will get to the quarter a little later on, so bear with me. There is a number of things I want to cover here. I had a phone discussion with one of our largest shareholders, I guess a couple months ago or so, I don’t remember exactly.
It was a very useful discussion for me, a very informative discussion because the shareholder, these are people known for long time and I think I have a quite good relationship with them that’s my opinion anyway, said some things to me. Which I was glad they said because I didn’t think they were correct and it gave me an opportunity to think, boy, I want to get record corrected straight because other shareholders may be, may have the same misunderstanding.
There was a comment about aerospace that we’ve been working in aerospace for 7 years now or something like that, and we’ve lost money for 7 years. And I really don’t know where that concept came from, and somehow something was said or whatever that was misunderstood, but that’s not true, that’s not the case.
In aerospace, we lost money for 2 years, we had an operating loss for 2 years in fiscal 2012, and probably in fiscal 2013, and that was a part of the plan and we discussed numerous times about while we’re ramping up Kansas, why we continue to have these other operations in Connecticut and Washington. We are dealing with duplicate costs and also significant qualification costs to transfer business from Connecticut, in particular to Kansas.
So that’s not really a surprise at all. But of course, we did close our Washington operation, I think earlier this year. We closed our Waterbury operation in September. So the news is, in the third quarter, aerospace had a positive operating profit. There was a positive profit from operations here for aerospace in the third quarter. And that’s consistent with what we said all along that when we closed the Waterbury plant, it would be different.
Now it’s not a big profit, and we’re not going to quantify it, because we don’t segment aerospace. So we’ve never quantified the losses or profits in aerospace for electronics separately. We haven’t done that. But we have talked about the difficulty with aerospace, with the start-up, not only it was really something we didn’t anticipate, but nevertheless, it doesn’t make it any easier going through it. But there has been a lot of difficulty with the start-up of aerospace, start-up of our Kansas operation in particular, but I just want to say again, as of this quarter, the quarter just ended, aerospace had a positive profit from operations.
So even though, we probably will lose money in fiscal 2013, it’s already turned positive and we expect it to be positive in Q4 as well. So we lost money in fiscal 2012, we probably will lose money in 2013 by the time everything is added up. While the third and fourth quarter of 2013 are positive, not by any great degree, we’re not declaring victory here, we’re just reporting facts, because I just want to make sure you have the facts, because there is this misunderstanding, and I felt very badly about it. And I’m sure that the shareholder was sincere, and I really appreciated them, if they’ve been sharing this with me, because I have no idea of people or we’re thinking these thoughts that we lost money for 5 or 7 years in the aerospace, they’re just not the facts.
And I want you to be aware of it and this is according to plan. The one thing that didn’t go according to the plan is, I think that we are hoping and planning to close our Waterbury operation at the end of the last fiscal year, and it was about 6 months late. But we’ve explained that not that it’s a good thing, but we’ve explained the reasons anyway. And if we did a better job, I guess, maybe it would have closed at the end of the last fiscal year. But we’re 6 months late with that. And everything else that has happened is exactly, I think what we said would happen exactly. So it’s not like things aren’t going according to plan here. I must say a day-to-day basis, it can be quite difficult, but we should have expected that and we did expect it.
So I just wanted to explain that, because I think it’s real important that that’d be understood, because obviously was not understood. Kansas plan, a long way to go, we have a long way to go, but it’s getting better, all the businesses are over to Kansas now. All the aerospace businesses are being handled in Kansas. We also have upgraded the organization quite a bit. We have some very good talent in Kansas now, quite a bit different than it had been a year ago, even 6 months ago. So, a very nice talent in Kansas.
So we’re not there yet. Oh my goodness, we have long, long way to go, a long way to go. But things are I think, going pretty well when you pull back to look at it, you said things are going pretty well. The things are really going according to plan I would say, as well, nothing really surprising there. And I think some good news and some very, very good significant opportunities for us.
The other thing that I wanted to comment on is in last conference call, the second quarter conference call, I mentioned there were 3 opportunities that we are working on with aerospace and that they were significant in size and scale. They were $100 million plus or minus $25 million. I think that was a comment we made. All right, I said there are 3 opportunities. The same shareholder said well, Brian, the things aren’t going well in Kansas and now, you’re going to throw more money after that to solve the problem in Kansas. And I said, well; go ahead with second, that’s first of all talk about Kansas. So we’ve just discussed that, the reality in Kansas. But I said, these $100 million opportunities nothing to do with Kansas. They are so significant. There wouldn’t be handled in Kansas.
There are 3 of them. One was an acquisition and that we worked on that, it was an exclusive discussion for a couple of months. And it is a very good company, we really liked the management, but we just couldn’t make the numbers work. So we discontinued those discussions. And I think that would be evidence of our discipline. We’re not people who just throw big money up for things. We think we have significant opportunities to invest in the future, but we’re not going to do that irresponsibly, we’re not going to do widely.
So here is an example, we felt really good about the company, the management, but we just couldn’t make the numbers work. So we ended the discussions. So that was one of the 3, we crossed it off the list. There were 2 other major joint ventures with aircraft OEMs. One program, there’s new aircraft programs, one OEM informed us that they’re putting off the development of their aircraft for a couple of years for their own reasons, which is fine. And these would be aircraft with significant composite structure.
And the third -- so that that’s the second one, and that’s I guess you’d call on hold maybe for a couple of years anyway. And the third one is still active. And this again, relates to the development of a new aircraft, which would have significant composite structure. So my comment is that these opportunities are so special, so unusual that I really should be fired, if I didn’t pursue these seriously and carefully, because I wouldn’t be doing my job for the Company.
So I just wanted to put that in perspective for you. These are very, very special opportunities for Park. And I think the back end story is that the term we use these days is that the reason we’re even talking about these opportunities in these discussions seriously, especially the joint ventures, is because of all the work we’ve done in the last 5, 6 years in the aerospace.
These companies are major companies. And it’s not just the financial investment they’re interested in. they’re interested in the partnership on these aircraft. These are significant components of the aircraft. So this is the thing. If we went forward with one of these joint ventures, and we were not able to deliver with fairly complex design capability and manufacturing capability, the OEM would be screwed, because they would lose years and years, start all over again. And that’s basically death for an aircraft OEM to lose years and years. So the reason we’re in the discussion and these are exclusive discussions is, because of the fact that these OEMs obviously see capability in Park where we had no capability really 6 or 7 years ago. So I would say that that’s probably a good sign.
Now maybe this story will not work either, I don’t know. But like I said, for me not to consider that seriously, you should call up somebody and have me fired right away, because I would not be doing my job, I would not be doing my job. These opportunities are potentially so wonderful for Park that I would not be doing my job.
Now this last one may not come through, either. Obviously, we’re going to use our same financial discipline, we’re not going to just throw money after anything. It’s going to have to work; the numbers are going to have to work. If they do great, if not, we’ll move on to something else. I mention also -- so that’s the other thing I wanted to kind of correct the record on. And again, I want to say I really appreciated this investor make this comments to me because I had no idea what people are thinking and until he made those comments, I wasn’t aware that there were these perceptions about what we are doing which I just think are just not true. So I’m taking the opportunity to correct the record. If there is anybody else is thinking the same thing out there, you just -- these things are distorted just not correct.
I mentioned last time as well that we have an M&A program of aerospace and that is ongoing. That’s more of a kind of formal discipline[ph]program where we start with a specification and go through the field. You partied up with about 2,000 companies and then you narrow it down, narrow it down, narrow it down until you have a few and then you approach them. So that’s ongoing and I think I said that these other 3 opportunities were kind of all or nothing opportunities and we don’t want to do that and not look at more traditional M&A as well. And if you're afraid that, maybe all 3 of them will come to fruition and we will be back to the drawing board. So we are doing all of them at the same time.
But again I just want to say that $100 million concept has nothing to do with Kansas, has nothing to do with making Kansas better. They are so large that these opportunities would have to be -- they would be somewhere other than Kansas, I'm quite sure. Okay, so you talked about that some of the background information about our company. So I talked about those 3 situations, sorry and also the M&A part, I'm just going through my notes, bear with me. I apologize again for the lengthy introductory comments.
So anyway just to review little bit more in aerospace, so about 6, 7 years ago which tied to invest in aerospace and make aerospace a major product line, major emphasis to Park. And I would say that in my opinion it’s very, very lucky and fortunate we did that. 6, 7 years ago the company was making good money. We could have sat on our laurels, sat on our rear ends and done nothing, went to play golf. And we saw that aerospace -- we saw the electronics was going to become more competitive and more difficult, and we are right. So we had the foresight and guts to do something which I think was very important for Park because if we didn’t do then and we were now at this point where we're a single dimensional company with electronics only, it's really too late.
If you look at my annual report, I commented on that. And we are very lucky to be in aerospace, but we had to make a 6, 7 year investment to get to where we are now so that we could be considered seriously as a joint venture partner with a major OEM on our new aircraft program for instance. And like I said, if we hadn't made that decision and made a commitment and had a conviction and the guts to carry that out, we would really be a company that would be a single dimensional company in electronics in a field that’s become more and more competitive and more crowded.
So I just wanted you to know my perspective on aerospace and how important and how wonderful decision it was that we will decided to go into aerospace in a major way, and how I think Park would be in a much more difficult situation if we have not done that. Electronics, I think Park will continue to be able to do well in electronics. But we’re never going to really own the high end space again which I think we did maybe 8, 9 years ago. We owned that space. We are very dominant in this space and we’ve attracted a lot of very significant competition. We saw our earnings profiles and margins as compared to theirs and realized that we had a secret and they didn’t which was the high end--is focusing the high end.
So we’ve attracted serious competition, companies like Panasonic, Hitachi Chemical, even Rogers has done into digital through relationship with Hitachi Chemical. Mysola [ph], in my opinion, they have done a nice job of reinventing themselves into a high end company, the company focused on high end. So these are all credible competitors. There were dozens of them that are no longer in existence but the ones that remain are good competitors and they’ve come into our space. If you want to look at it that way, there are plenty of others I won't mention here but there are plenty of credible companies that we need to take seriously.
So I think that there is-- Park could continue to do well in electronics. So I’m glad that’s not their only product line. Where we have going for us is electronics with our 2 new products that came out about a year ago, -20. I think it’s a very, very solid follow-on to our -30 product line which was introduced in 1996. It’s been around long time. We are very happy about that. -22, my opinion that’s the best high end product in the market today, that’s my opinion. And I have some reason to believe that but those are good things right.
Even though we are in a competitive, crowded space, I think we have a lot to offer with the new products and was also to offer partners in attitude that we want to do everything we can to provide the customer with a wonderful experience. Sometimes we do, sometimes we don’t, sometimes we will exceed, sometimes we fail but that’s really the special thing about Park. It’s the desire to provide a customer with very, very good experience.
So with those 2 things, with our product or our technology, our culture, I think Park will continue to do well in electronics. But like I said I’m very glad that we had the foresight and maybe guts to decide to go into another market 6, 7 years ago when things were going very well and we could have sat on our laurels, our rear end and done nothing. That’s my perspective anyway.
Okay, so let’s talk a little bit about the quarter and I appreciate your patience in listening to my discussion about the company and also the special dividend. By Q4, I know the analysts always want to know how we are doing in the first 3 weeks, we are 3 weeks and books in Q4, how we are doing. About the same as Q3, no real -- nothing interesting there, the trend continues as was the trend in Q3. I also know the analysts want to know how Q3 work in terms of quarter-to-quarter distribution. September was actually okay. September was -- the revenue in September was consistent with the revenue in Q2 on a weekly average basis, but October and November were very weak, both October and November very weak months.
Why I don’t know, but my guess is that part of it anyway has to do with the global economy, concerns about elections, fiscal cliffs and the debt crisis and recessions in Europe, at least part. And that’s my opinion but the facts are that our business in electronics was slow and slower in October, November, and aerospace as well. I think the problem with aerospace is that, especially with biz jets, there is a lot of nervousness that is based upon the political environment. The election didn’t help that because it’s well known that the current administration is not very friendly to biz jets. It’s commonly known. I think it took a while for people to get over that but I don’t think that was great news for the biz jet industry.
Couple of more points, gross margins, as Matt pointed out, back over 30% at least for now. And I think that’s quite good considering the top line is way off, I would say. What’s contributed to that some of the things are what Matt said the closure of Waterbury, the closure of Zhuhai, but also aerospace improving quite a bit, where it’s now positive from an operating profit perspective. So those 3 things are quite significant in contributing to the gross margins jumping back over 30% when revenues are way off.
SG&A, little higher than we like, the lot of what that is about is all the sampling activity for new products, for electronics and aerospace. And I just wanted you to note something, the pretax earnings before special items in Q3 were actually higher than they were in Q3 of the prior year even though the revenues were $6 million less. So I just want to make sure you picked up on that, you can reach your own conclusions about that of course but that is the fact.
And I guess with all those introductory comments, again, I appreciate you listening.
Operator, why don’t we go right into the questions and answers now?