10-Q 1 pke20210530_10q.htm FORM 10-Q pke20210530_10q.htm
 
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 30, 2021

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to__________         

 

Commission file number 1-4415

 

PARK AEROSPACE CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

  New York   11-1734643  
  (State or Other Jurisdiction of   (I.R.S. Employer  
  Incorporation or Organization)   Identification No.)  
         
  1400 Old Country Road, Westbury, N.Y.   11590  
  (Address of Principal Executive Offices)   (Zip Code)  

 

  (631) 465-3600  
  (Registrant’s Telephone Number, Including Area Code)  
     
  Not Applicable  
  (Former Name, Former Address and Former Fiscal Year,  
  if Changed Since Last Report)  

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $.10 per share

PKE

New York Stock Exchange

 

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 ☒         No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒          No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Smaller Reporting Company ☒ Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 20,384,126 as of July 1, 2021.

 

 

 

 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

   

Page

Number

PART I.

FINANCIAL INFORMATION:

 

     

Item 1.

Financial Statements

 
     
 

Condensed Consolidated Balance Sheets May 30, 2021 (Unaudited) and February 28, 2021

3

     
 

Consolidated Statements of Operations 13 weeks ended May 30, 2021 and May 31, 2020 (Unaudited)

4

     
 

Consolidated Statements of Comprehensive Earnings 13 weeks ended May 30, 2021 and May 31, 2020 (Unaudited)

5

     
 

Consolidated Statements of Shareholders’ Equity May 30, 2021 and May 31, 2020 (Unaudited)

6

     
 

Condensed Consolidated Statements of Cash Flows 13 weeks ended May 30, 2021 and May 31, 2020 Unaudited)

7

     
 

Notes to Consolidated Financial Statements (Unaudited)

8

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

     
 

Factors That May Affect Future Results

24

     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

24

     

Item 4.

Controls and Procedures

24

     

PART II.

OTHER INFORMATION:

 
     

Item 1.

Legal Proceedings

25

     

Item 1A.

Risk Factors

25

     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

     

Item 3.

Defaults Upon Senior Securities

25

     

Item 4.

Mine Safety Disclosures

25

     

Item 5.

Other Information

25

     

Item 6.

Exhibits

26

     

EXHIBIT INDEX

27

   

SIGNATURES

28

 

2

 

PART I. FINANCIAL INFORMATION

 

Item 1.                   Financial Statements.

 

 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)


 

   

May 30, 2021
(unaudited)

   

February

28,2021*

 
                 

ASSETS

               

Current assets

               

Cash and cash equivalents

  $ 39,299     $ 41,595  

Marketable securities (Note 3)

    77,519       74,947  

Accounts receivable, less allowance for doubtful accounts of $93 and $89, respectively

    7,737       7,633  

Inventories (Note 4)

    4,943       4,794  

Prepaid expenses and other current assets

    3,476       3,372  

Total current assets

    132,974       132,341  
                 

Property, plant and equipment, net

    22,491       21,130  

Operating right-of-use assets (Note 5)

    90       103  

Goodwill and other intangible assets

    9,804       9,797  

Other assets

    142       141  

Total assets

  $ 165,501     $ 163,512  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

               

Current liabilities

               

Accounts payable

  $ 3,320     $ 3,300  

Operating lease liability (Note 5)

    21       33  

Accrued liabilities

    1,588       1,708  

Income taxes payable

    5,739       2,952  

Total current liabilities

    10,668       7,993  
                 

Long-term operating lease liability (Note 5)

    87       86  

Non-current income taxes payable (Note 10)

    12,620       14,303  

Deferred income taxes (Note 10)

    917       778  

Other liabilities

    4,445       4,411  

Total liabilities

    28,737       27,571  
                 

Commitments and contingencies (Note 13)

               
                 

Shareholders' equity (Note 8)

               

Common stock

    2,096       2,096  

Additional paid-in capital

    170,102       170,038  

Accumulated deficit

    (24,356 )     (25,063 )

Accumulated other comprehensive earnings

    (284 )     (336 )
      147,558       146,735  

Less treasury stock, at cost

    (10,794 )     (10,794 )

Total shareholders' equity

    136,764       135,941  

Total liabilities and shareholders' equity

  $ 165,501     $ 163,512  

 

* The balance sheet at February 28, 2021 has been derived from the audited consolidated financial statements at that date.

 

See Notes to Consolidated Financial Statements (Unaudited).

 

3

 

 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts)


 

   

13 Weeks Ended (Unaudited)

 
   

May 30,

   

May 31,

 
   

2021

   

2020

 
                 

Net sales

  $ 13,594     $ 12,213  

Cost of sales

    8,122       8,539  

Gross profit

    5,472       3,674  

Selling, general and administrative expenses

    1,648       1,630  

Restructuring charges (Note 9)

    14       -  

Earnings from continuing operations

    3,810       2,044  

Interest and other income

    117       656  

Earnings from continuing operations before income taxes

    3,927       2,700  

Income tax provision (Note 10)

    1,182       728  

Net earnings from continuing operations

    2,745       1,972  

Loss from discontinued operations, net of tax (Note 12)

    -       (15 )

Net earnings

  $ 2,745     $ 1,957  
                 

Earnings per share (Note 7)

               

Basic:

               

Continuing operations

  $ 0.13     $ 0.10  

Discontinued operations

    -       -  

Basic earnings per share

  $ 0.13     $ 0.10  

Basic weighted average shares

    20,383       20,402  
                 

Diluted:

               

Continuing operations

  $ 0.13     $ 0.10  

Discontinued operations

    -       -  

Diluted earnings per share

  $ 0.13     $ 0.10  

Diluted weighted average shares

    20,710       20,460  

 

See Notes to Consolidated Financial Statements (Unaudited).

 

4

 

 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Amounts in thousands)


 

   

13 Weeks Ended (Unaudited)

 
   

May 30,

   

May 31,

 
   

2021

   

2020

 
                 

Net earnings

  $ 2,745     $ 1,957  

Other comprehensive earnings, net of tax:

               

Unrealized gains on marketable securities:

               

Unrealized holding gains arising during the period

    94       288  

Less: reclassification adjustment for gains included in net earnings

    (4 )     (17 )

Unrealized losses on marketable securities:

               

Unrealized holding losses arising during the period

    (38 )     (67 )

Less: reclassification adjustment for losses included in net earnings

    -       -  

Other comprehensive earnings

    52       204  

Total comprehensive earnings

  $ 2,797     $ 2,161  

 

See Notes to Consolidated Financial Statements (Unaudited).

 

5

 

 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(Amounts in thousands, except share and per share amounts)


 

                                   

Accumulated

                 
                   

Additional

           

Other

                 
   

Common Stock

   

Paid-in

   

Accumulated

   

Comprehensive

   

Treasury Stock

 
   

Shares

   

Amount

   

Capital

   

Deficit

   

(Loss) Earnings

   

Shares

   

Amount

 
                                                         

Balance, February 28, 2021

    20,965,144     $ 2,096     $ 170,038     $ (25,063 )   $ (336 )     582,268     $ (10,794 )

Net earnings

    -       -       -       2,745       -       -       -  

Unrealized gain on marketable securities, net of tax

    -       -       -       -       52       -       -  

Stock-based compensation

    -       -       64       -       -       -       -  

Cash dividends ($0.10 per share)

    -       -       -       (2,038 )     -       -       -  

Balance, May 30, 2021

    20,965,144     $ 2,096     $ 170,102     $ (24,356 )   $ (284 )     582,268     $ (10,794 )

 

                                   

Accumulated

                 
                   

Additional

           

Other

                 
   

Common Stock

   

Paid-in

   

Accumulated

   

Comprehensive

   

Treasury Stock

 
   

Shares

   

Amount

   

Capital

   

Deficit

   

Earnings

   

Shares

   

Amount

 
                                                         

Balance, March 1, 2020

    20,965,144     $ 2,096     $ 169,862     $ (21,774 )   $ 668       446,321     $ (9,177 )

Net earnings

    -       -       -       1,957       -       -       -  

Unrealized gain on marketable securities, net of tax

    -       -       -       -       204       -       -  

Stock-based compensation

    -       -       43       -       -       -       -  

Repurchase of treasury shares

    -       -       -       -       -       137,397       (1,644 )

Cash dividends ($0.10 per share)

    -       -       -       (2,038 )     -       -       -  

Balance, May 31, 2020

    20,965,144     $ 2,096     $ 169,905     $ (21,855 )   $ 872       583,718     $ (10,821 )

 

See Notes to Consolidated Financial Statements (Unaudited).

 

6

 

 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)


 

   

13 Weeks Ended (Unaudited)

 
   

May 30,

   

May 31,

 
   

2021

   

2020

 

Cash flows from operating activities:

               

Net earnings

  $ 2,745     $ 1,957  

Loss from discontinued operations, net of tax

    -       15  

Net earnings from continuing operations

    2,745       1,972  

Adjustments to reconcile net earnings to net cash provided by operating activities:

               

Depreciation and amortization

    216       277  

Stock-based compensation

    64       43  

Deferred income taxes

    139       (41 )

Amortization of bond premium

    294       (8 )

Changes in operating assets and liabilities

    675       2,498  

Net cash provided by operating activities - continuing operations

    4,133       4,741  

Net cash used in operating activities - discontinued operations

    -       (15 )

Net cash provided by operating activities

    4,133       4,726  
                 

Cash flows from investing activities:

               

Purchase of property, plant and equipment

    (1,577 )     (2,541 )

Purchases of marketable securities

    (8,219 )     (15,008 )

Proceeds from sales and maturities of marketable securities

    5,405       19,500  

Net cash (used in) provided by investing activities - continuing operations

    (4,391 )     1,951  

Net cash used in investing activities - discontinued operations

    -       -  

Net cash (used in) provided by investing activities

    (4,391 )     1,951  
                 

Cash flows from financing activities:

               

Dividends paid

    (2,038 )     (2,038 )

Purchase of treasury stock

    -       (1,644 )

Net cash used in financing activities - continuing operations

    (2,038 )     (3,682 )

Net cash used in financing activities - discontinued operations

    -       -  

Net cash used in financing activities

    (2,038 )     (3,682 )
                 

(Decrease) increase in cash and cash equivalents:

    (2,296 )     2,995  

Cash and cash equivalents, beginning of period

    41,595       5,410  

Cash and cash equivalents, end of period

  $ 39,299     $ 8,405  
                 
                 

Supplemental cash flow information:

               

Cash paid during the period for income taxes, net of refunds

  $ (95 )   $ (323 )

 

See Notes to Consolidated Financial Statements (Unaudited).

 

7

 

 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share (unless otherwise stated), per share and option amounts)


 

 

1.

CONSOLIDATED FINANCIAL STATEMENTS

 

The Condensed Consolidated Balance Sheet and the Consolidated Statements of Shareholders’ Equity as of May 30, 2021, the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Earnings for the 13 weeks ended May 30, 2021 and May 31, 2020, and the Condensed Consolidated Statements of Cash Flows for the 13 weeks then ended have been prepared by Park Aerospace Corp. (the “Company”), without audit. In the opinion of management, these unaudited consolidated financial statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at May 30, 2021 and the results of operations and cash flows for all periods presented. The Consolidated Statements of Operations are not necessarily indicative of the results to be expected for the full fiscal year or any subsequent interim period.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2021. There have been no significant changes to such accounting policies during the 13 weeks ended May 30, 2021.

 

 

2.

FAIR VALUE MEASUREMENTS

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

 

Fair value measurements are broken down into three levels based on the reliability of inputs as follows:

 

Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic measures.

 

Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

 

8

 

The fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying value due to their short-term nature. Certain assets and liabilities of the Company are required to be recorded at fair value on either a recurring or non-recurring basis. On a recurring basis, the Company records its marketable securities at fair value using Level 1 or Level 2 inputs. (See Note 3).

 

The Company’s non-financial assets measured at fair value on a non-recurring basis include goodwill and any long-lived assets written down to fair value. To measure fair value of such assets, the Company uses Level 3 inputs consisting of techniques including an income approach and a market approach. The income approach is based on a discounted cash flow analysis and calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the discounted cash flow analysis require the exercise of significant judgment, including judgment about appropriate discount rates, terminal values, growth rates and the amount and timing of expected future cash flows. With respect to goodwill, the Company first assesses qualitative factors to determine whether it is more likely than not that fair value is less than carrying value. If, based on that assessment, the Company believes it is more likely than not that fair value is less than carrying value, a goodwill impairment test is performed. There have been no changes in events or circumstances which required impairment charges to be recorded during the 13 weeks ended May 30, 2021.

 

 

3.

MARKETABLE SECURITIES

 

All marketable securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses, net of tax, included in comprehensive earnings. Realized gains and losses, amortization of premiums and discounts, and interest and dividend income are included in interest and other income in the Consolidated Statements of Operations. The costs of securities sold are based on the specific identification method.

 

The following is a summary of available-for-sale securities:

 

   

May 30, 2021

 
   

Total

   

Level 1

   

Level 2

   

Level 3

 
                                 

U.S. Treasury and other government securities

  $ 60,395     $ 60,395     $ -     $ -  

U.S. corporate debt securities

    17,124       17,124       -       -  

Total marketable securities

  $ 77,519     $ 77,519     $ -          

 

   

February 28, 2021

 
   

Total

   

Level 1

   

Level 2

   

Level 3

 
                                 

U.S. Treasury and other government securities

  $ 56,906     $ 56,906     $ -     $ -  

U.S. corporate debt securities

    18,041       18,041       -       -  

Total marketable securities

  $ 74,947     $ 74,947     $ -     $ -  

 

9

 

The following table shows the amortized cost basis of, and gross unrealized gains and losses on, the Company’s available-for-sale securities:

 

   

Amortized Cost

Basis

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

 
                         

May 30, 2021:

                       

U.S. Treasury and other government securities

  $ 60,814     $ 119     $ 538  
                         

U.S. corporate debt securities

    17,095       41       12  

Total marketable securities

  $ 77,909     $ 160     $ 550  
                         

February 28, 2021:

                       

U.S. Treasury and other government securities

  $ 57,400     $ 153     $ 647  
                         

U.S. corporate debt securities

    18,008       52       19  

Total marketable securities

  $ 75,408     $ 205     $ 666  

 

The estimated fair values of such securities at May 30, 2021 by contractual maturity are shown below:

 

Due in one year or less

  $ 60,400  

Due after one year through five years

    17,119  
    $ 77,519  

 

 

4.

INVENTORIES

 

Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. The Company writes down its inventory for estimated obsolescence or unmarketability based upon the age of the inventory and assumptions about future demand for the Company’s products and market conditions. Work-in-process and finished goods inventories cost valuations include direct material costs as well as a portion of the Company’s overhead expenses.  The Company’s overhead expenses that are applied to its finished goods inventories are based on actual expenses related to the procurement, storage, shipment and production of the finished goods. Inventories consisted of the following:

 

   

May 30,

   

February 28,

 
   

2021

   

2021

 
                 

Inventories:

               

Raw materials

  $ 3,624     $ 3,490  

Work-in-process

    370       147  

Finished goods

    949       1,157  
    $ 4,943     $ 4,794  

 

10

 

 

5.

LEASES

 

The Company has operating leases related to land, office space, warehouse space and equipment. All of the Company’s leases have been assessed to be operating leases. Renewal options are included in the lease term to the extent the Company is reasonably certain to exercise the option. The exercise of lease renewal options is at the Company’s sole discretion. The incremental borrowing rate represents the Company’s ability to borrow on a collateralized basis over a term similar to the lease term. The leases typically contain renewal options for periods ranging from one year to ten years and require the Company to pay real estate taxes and other operating costs. The latest land lease expiration is 2068 assuming exercise of all applicable renewal options by the Company. The Company’s existing leases are not subject to any restrictions or covenants which preclude its ability to pay dividends, obtain financing or exercise its available renewal options.

 

Future minimum lease payments under non-cancellable operating leases as of May 30, 2021 are as follows:

 

Fiscal Year:

       

2022

  $ 21  

2023

    -  

2024

    -  

2025

    -  

2026

    -  

Thereafter

    162  

Total undiscounted operating lease payments

    183  

Less imputed interest

    (75 )

Present value of operating lease payments

  $ 108  

 

The above payment schedule includes renewal options that the Company is reasonably likely to exercise. Leases with an initial term of 12 months or less are not recorded on the Company’s condensed consolidated balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the terms of the leases. The above payment schedule does not include lease payments of $157 for the Company’s idle facility in Singapore that have been accrued on the condensed consolidated balance sheets in accrued liabilities.

 

For the three months ended May 30, 2021, the Company’s operating lease expense was $15. Cash payments of $13, pertaining to operating leases, are reflected in the cash flow statement under cash flows from operating activities.

 

The following table sets forth the right-of-use assets and operating lease liabilities as of May 30, 2021:

 

Operating right-of-use assets

  $ 90  
         

Operating lease liabilities

  $ 21  

Long-term operating lease liabilities

    87  

Total operating lease liabilities

  $ 108  

 

The Company’s weighted average remaining lease term for its operating leases is 14.2 years.

 

11

 

In December 2018, the Company entered into a Development Agreement with the City of Newton, Kansas and the Board of County Commissioners of Harvey County, Kansas. Pursuant to this agreement, the Company agreed to construct and operate an additional manufacturing facility of approximately 90,000 square feet for the design, development and manufacture of advanced composite materials and parts, structures and assemblies for aerospace. The Company further agreed to equip the facility through the purchase of machinery, equipment and furnishings and to create additional new full-time employment of specified levels during a five-year period. In exchange for these agreements, the City and the County agreed to lease to the Company three acres of land at the Newton, Kansas Airport, in addition to the eight acres previously leased to the Company by the City and County. The City and County further agreed to provide financial and other assistance toward the construction of the additional facility as set forth in the Development Agreement. The Company estimates the total cost of the additional facility to be approximately $18,800, and the Company expects to complete the construction of the additional facility in the second half of the 2021 calendar year. As of May 30, 2021, the Company had $752 in equipment purchase obligations and $16,346 of construction-in-progress related to the additional facility.

 

 

6.

STOCK-BASED COMPENSATION

 

As of May 30, 2021, the Company had a 2018 Stock Option Plan (the “2018 Plan”) and no other stock-based compensation plan. The 2018 Plan was adopted by the Board of Directors of the Company on May 8, 2018 and approved by the shareholders of the Company at the Annual Meeting of Shareholders of the Company on July 24, 2018 and provides for the grant of options to purchase up to 800,000 shares of common stock of the Company. Prior to the 2018 Plan, the Company had the 2002 Stock Option Plan (the “2002 Plan”) which had been approved by the Company’s shareholders and provided for the grant of stock options to directors and key employees of the Company. All options granted under the 2018 Plan and 2002 Plan have exercise prices equal to the fair market value of the underlying common stock of the Company at the time of grant which, pursuant to the terms of such Plans, is the reported closing price of the common stock on the New York Stock Exchange on the date preceding the date the option is granted. Options granted under the Plans become exercisable 25% one year after the date of grant, with an additional 25% exercisable each succeeding anniversary of the date of grant, and expire 10 years after the date of grant. Upon termination of employment or service as a director, all options held by the optionee that have not previously become exercisable shall terminate and all other options held by such optionee may be exercised, to the extent exercisable on the date of such termination, for a limited time after such termination. Any shares of common stock subject to an option under the 2018 Plan which expire or are terminated unexercised as to such shares shall again become available for issuance under the 2018 Plan.

 

During the 13 weeks ended May 30, 2021, the Company granted options under the 2018 Plan to purchase a total of 142,250 shares of common stock to its directors and certain of its employees. The future compensation expense to be recognized in earnings before income taxes is $396 and will be recorded on a straight-line basis over the requisite service period. The weighted average fair value of the granted options was $2.78 per share using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 0.74%-1.28%; expected volatility factor of 29.0%-29.2%; expected dividend yield of 2.73%-2.90%; and estimated option term of 4.4-7.6 years.

 

The risk-free interest rates were based on U.S. Treasury rates at the date of grant with maturity dates approximately equal to the estimated terms of the options at the date of the grant. Volatility factors were based on historical volatility of the Company’s common stock. The expected dividend yields were based on the regular quarterly cash dividend per share most recently declared by the Company and on the exercise price of the options granted during the 13 weeks ended May 30, 2021. The estimated term of the options was based on evaluations of the historical and expected future employee exercise behavior.

 

12

 

The following is a summary of option activity for the 13 weeks ended May 30, 2021:

 

   

Outstanding

Options

   

Weighted

Average

Exercise Price

   

Weighted Average
Remaining Contractual
Term (in years)

   

Aggregate

Intrinsic

Value

 
                                 

Balance, February 28, 2021

    634,534     $ 12.47             $ 1,872  

Granted

    142,250       13.85                  

Exercised

    -       -                  

Terminated or expired

    (30,300 )     14.00                  

Balance, May 30, 2021

    746,484     $ 12.67       5.74     $ 2,053  

Vested and exercisable, May 30, 2021

    473,734     $ 12.07       3.73     $ 1,587  

 

 

7.

EARNINGS PER SHARE

 

Basic earnings per share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed by dividing net earnings by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b) the potentially dilutive securities outstanding during the period. Stock options are the only potentially dilutive securities; and the number of dilutive options is computed using the treasury stock method.

 

The following table sets forth the calculation of basic and diluted earnings per share:

 

   

13 Weeks Ended

 
   

May 30,
2021

   

May 31,
2020

 
                 

Net earnings - continuing operations

  $ 2,745     $ 1,972  

Net loss - discontinued operations

    -       (15 )

Net earnings

  $ 2,745     $ 1,957  
                 

Weighted average common shares outstanding for basic EPS

    20,383       20,402  

Net effect of dilutive options

    327       58  

Weighted average shares outstanding for diluted EPS

    20,710       20,460  
                 

Basic earnings per share - continuing operations

  $ 0.13     $ 0.10  

Basic earnings per share - discontinued operations

  $ -     $ -  

Basic earnings per share

  $ 0.13     $ 0.10  
                 

Diluted earnings per share - continuing operations

  $ 0.13     $ 0.10  

Diluted earnings per share - discontinued operations

    -       -  

Diluted earnings per share

  $ 0.13     $ 0.10  

 

Potentially dilutive securities, which were not included in the computation of diluted earnings per share, because either the effect would have been anti-dilutive or the options’ exercise prices were greater than the average market price of the common stock, were 175,000 and 426,000 for the 13 weeks ended May 30, 2021 and May 31, 2020, respectively.

 

13

 

 

8.

SHAREHOLDERS EQUITY

 

On January 8, 2015, the Company announced that its Board of Directors authorized the Company’s purchase, on the open market and in privately negotiated transactions, of up to 1,250,000 shares of its common stock, representing approximately 6% of the Company’s 20,945,634 total outstanding shares as of the close of business on January 7, 2015. This authorization superseded all prior Board of Directors’ authorizations to purchase shares of the Company’s common stock.

 

On March 10, 2016, the Company announced that its Board of Directors authorized the Company’s purchase, on the open market and in privately negotiated transactions, of up to 1,000,000 additional shares of its common stock, in addition to the unused prior authorization to purchase shares of the Company’s common stock announced on January 8, 2015. As a result, the Company is authorized to purchase up to a total of 1,394,015 shares of its common stock, representing approximately 6.8% of the Company’s 20,384,126 total outstanding shares as of the close of business on July 1, 2021.

 

The Company purchased 0 and 137,397 shares of its common stock during the 13 weeks ended May 30, 2021 and May 31, 2020, respectively.

 

 

9.

RESTRUCTURING CHARGES

 

The Company recorded restructuring charges of $14 and $0 for the 13 weeks ended May 30, 2021 and May 31, 2020, respectively, related to the closure of the Company’s Park Aerospace Technologies Asia Pte, Ltd facility located in Singapore.

 

The following table sets forth the charges and accruals related to the restructuring:

 

   

Accrual

February 28,

2021

   

Current

Period

Charges

   

Cash

Payments

   

Non-Cash

Charges

   

Accrual
May 30, 2021

   

Total

Expense

Accrued to

Date

 

Facility Lease Costs

  $ 252     $ -     $ (14 )   $ (22 )   $ 216     $ 252  

Asset Impairment

    -       -       -       -       -       1,318  

Other

    -       14       (14 )     -       -       14  

Total Restructuring Charges

  $ 252     $ 14     $ (28 )   $ (22 )   $ 216     $ 1,584  

 

 

10.

INCOME TAXES

 

For the 13 weeks ended May 30, 2021, the Company recorded an income tax provision from continuing operations of $1,182, which included a discrete income tax provision of $143. For the 13 weeks ended May 31, 2020, the Company recorded an income tax provision from continuing operations of $728, which included a discrete income tax provision of $41.

 

The Company’s effective tax rate for the 13 weeks ended May 30, 2021 was an income tax provision of 30.0%, compared to an income tax provision of 27.0% in the comparable prior period. The effective tax rate for the 13 weeks ended May 30, 2021 was higher than the U.S. statutory rate of 21% primarily due to state and local taxes and a discrete income tax provision for the write-off of deferred tax assets and liabilities related to its closed Singapore facility and the accrual of interest related to unrecognized tax benefits. The effective rate for the 13 weeks ended May 31, 2020 was higher than the U.S. statutory rate of 21% primarily due to state and local taxes and a discrete income tax provision for the accrual of interest related to unrecognized tax benefits.

 

Notwithstanding the U.S. taxation of the deemed repatriated earnings as a result of the mandatory one-time transition tax on the accumulated untaxed earnings of foreign subsidiaries of U.S. shareholders included in the 2017 Tax Cuts and Jobs Act, the Company intends to indefinitely invest approximately $25 million of undistributed earnings outside of the U.S. If these future earnings are repatriated to the U.S., or if the Company determines such earnings will be remitted in the foreseeable future, the Company may be required to accrue U.S. deferred taxes on such earnings.

 

14

 

 

 

11.

GEOGRAPHIC REGIONS

 

The Company’s products are sold to customers in North America, Asia and Europe. The Company’s manufacturing facilities are located in Kansas. Sales are attributed to geographic regions based upon the region in which the materials were delivered to the customer. Sales between geographic regions were not significant.

 

Financial information regarding the Company’s continuing operations by geographic region is as follows:

 

   

13 Weeks Ended

 
   

May 30,
2021

   

May 31,
2020

 
                 

Sales:

               
                 

North America

  $ 13,073     $ 11,746  

Asia

    142       189  

Europe

    379       278  

Total sales

  $ 13,594     $ 12,213  

 

   

May 30,
2021

   

February 28,

2021

 

Long-lived assets:

               
                 

North America

  $ 32,515     $ 31,170  

Asia

    12       1  

Europe

    -       -  

Total long-lived assets

  $ 32,527     $ 31,171  

 

 

12.

DISCONTINUED OPERATIONS

 

On July 25, 2018, the Company entered into a definitive agreement to sell its Electronics Business for $145,000 in cash. The Company completed this transaction on December 4, 2018.

 

The Company has classified the operating results of its Electronics Business, together with certain costs related to the transaction, as discontinued operations, net of tax, in the Consolidated Statements of Operations.

 

15

 

The following table shows the summary operating results of the discontinued operations:

 

   

13 Weeks Ended (Unaudited)

 
                 
   

May 30,

   

May 31,

 
   

2021

   

2020

 
                 

Net sales

  $ -     $ -  

Cost of sales

    -       -  

Gross profit

    -       -  

Selling, general and administrative expenses

    -       -  

Restructuring charges

    -       20  

Loss from discontinued operations

    -       (20 )

Other income

    -       -  

Loss from discontinued operations before income taxes

    -       (20 )

Income tax benefit

    -       (5 )

Net loss from discontinued operations

  $ -     $ (15 )

 

 

13.

CONTINGENCIES

 

Litigation

 

The Company is subject to a small number of immaterial proceedings, lawsuits and other claims related to environmental, employment, product and other matters. The Company is required to assess the likelihood of any adverse judgments or outcomes in these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters. The Company believes that the ultimate disposition of such proceedings, lawsuits and claims will not have a material adverse effect on the liquidity, capital resources, business, consolidated results of operations or financial position of the Company.

 

Environmental Contingencies

 

The Company and certain of its subsidiaries have been named by the Environmental Protection Agency (the “EPA”) or a comparable state agency under the Comprehensive Environmental Response, Compensation and Liability Act (the “Superfund Act”) or similar state law as potentially responsible parties in connection with alleged releases of hazardous substances at three sites.

 

Under the Superfund Act and similar state laws, all parties who may have contributed any waste to a hazardous waste disposal site or contaminated area identified by the EPA or comparable state agency may be jointly and severally liable for the cost of cleanup. Generally, these sites are locations at which numerous persons disposed of hazardous waste. In the case of the Com‐pany’s subsidiaries, generally the waste was removed from their manufacturing facilities and disposed at waste sites by various companies which contracted with the subsidiaries to provide waste disposal services. Neither the Company nor any of its sub‐sidiaries have been accused of or charged with any wrongdoing or illegal acts in connection with any such sites. The Company believes it maintains an effective and comprehensive environmental compliance program.

 

16

 

The insurance carriers which provided general liability insurance coverage to the Company and its subsidiaries for the years dur‐ing which the Company’s subsidiaries’ waste was disposed at these three sites have in the past reimbursed the Company and its subsidiaries for 100% of their legal defense and remediation costs associated with two of these sites.

 

The Company does not record environmental liabilities and related legal expenses for which the Company believes that it and its subsidiaries have general liability insurance coverage for the years during which the Company’s subsidiaries’ waste was disposed at two sites for which certain subsidiaries of the Company have been named as potentially responsible parties. Pursuant to such general liability insurance coverage, three insurance carriers reimburse the Company and its subsidiaries for 100% of the legal defense and remediation costs associated with the two sites.

 

Included in selling, general and administrative expenses are charges for actual expenditures and accruals, based on estimates, for certain environmental mat‐ters described above. The Company accrues estimated costs asso‐ciated with known environmental matters when such costs can be reasonably estimated and when the outcome appears probable. The Company believes that the ultimate disposition of known environmental matters will not have a material adverse effect on the Company’s results of operations, cash flows or financial position.

 

 

14.

ACCOUNTING PRONOUNCEMENTS

 

Recently Adopted

 

In December 2019, the Financial Accounting Standard Board issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.  The changes simplify the accounting for a number of topics, some of which are narrow. Some of the proposed amendments eliminate specific exceptions to the general principles of income tax accounting while other changes clarify a handful of narrow issues within the broad topic of income tax accounting. The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the requirements are effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted for: (1) public business entities for periods for which financial statements have not yet been issued, and (2) all other entities for periods for which financial statements have not yet been made available for issuance. The Company adopted this ASU in the first quarter of the 2022 fiscal year.  The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements and disclosures.

 

17

 

 

 

Item 2.          Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

General:

 

Park Aerospace Corp. (“Park” or the “Company”) develops and manufactures solution and hot-melt advanced composite materials used to produce composite structures for the global aerospace markets. Park’s advanced composite materials include film adhesives (undergoing qualification) and lightning strike materials. Park offers an array of composite materials specifically designed for hand lay-up or automated fiber placement (“AFP”) manufacturing applications. Park’s advanced composite materials are used to produce primary and secondary structures for jet engines, large and regional transport aircraft, military aircraft, Unmanned Aerial Vehicles (UAVs commonly referred to as “drones”), business jets, general aviation aircraft and rotary wing aircraft. Park also offers specialty ablative materials for rocket motors and nozzles and specially designed materials for radome applications. As a complement to Park’s advanced composite materials offering, Park designs and fabricates composite parts, structures and assemblies and low volume tooling for the aerospace industry. Target markets for Park’s composite parts and structures (which include Park’s proprietary composite SigmaStrutTM and AlphaStrutTM product lines) are, among others, prototype and development aircraft, special mission aircraft, spares for legacy military and civilian aircraft and exotic spacecraft.

 

Financial Overview

 

The Company's total net sales from continuing operations in the 13 weeks ended May 30, 2021 were $13.6 million compared to $12.2 million in the 13 weeks ended May 31, 2020. The increase in sales is primarily due to improving sales for the commercial and business aircraft markets.

 

The Company’s gross profit margins from continuing operations, measured as percentages of sales, were 40.3% in the 13 weeks ended May 30, 2021 compared to 30.1% in the 13 weeks ended May 31, 2020. Gross profit margins for the 13 weeks ended May 30, 2021 benefitted from a favorable sales mix of high margin products.

 

The Company’s earnings from continuing operations before income taxes and net earnings from continuing operations increased 45.4% and 39.2%, respectively, in the 13 weeks ended May 30, 2021 compared to the 13 weeks ended May 31, 2020 primarily as a result of higher sales and a favorable sales mix of high margin products, partially offset by lower interest income compared to last year’s comparable period.

 

The Company is experiencing inflation in raw material and other costs. The impact of inflation on the Company’s profits has been mitigated by the Company’s ability to adjust pricing for most of its sales to pass the impact of inflation through to its customers.

 

Additionally, the Company is experiencing challenges in finding and retaining employees as it ramps up production to meet customers’ increasing demand. The Company has been able to meet its production needs through overtime due to the benefit of the Company’s “Customer Flexibility Program”, which is a cross training program that enables employees to move between production processes as needed.  Additionally, the Company did not layoff any of its workforce during the pandemic helping it to be better prepared for a rebound in production levels.

 

With the recovery of the aerospace markets, some companies in the aerospace supply chain may not be fully prepared to ramp up their production as quickly as needed, which may create a potential risk to the Company of getting enough raw materials on a timely basis to fully support our customers’ demands. Additionally, some shipments from overseas suppliers are experiencing transportation delays due to a lack of available containers and a backlog at incoming ports of entry. The Company has put safety stocks in place for many components, but potential delays of overseas shipments of raw materials still represent a risk to the Company.

 

The Company has a long-term contract pursuant to which one of its customers, which represents a substantial portion of the Company’s revenue, places orders. The long-term contract with the customer is requirements based and does not guarantee quantities.  An order forecast and pricing were agreed upon in the contract. However, this order forecast is updated periodically during the term of the contract. Purchase orders generally are received by the Company in excess of three months in advance of delivery by the Company to the customer.

 

18

 

In December 2019, a novel strain of coronavirus was reported in Wuhan, China and has since spread worldwide, including to the United States (the “U.S.”), posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”).

 

The COVID-19 Pandemic and resultant global economic crisis had significant impacts on the Company’s results of operations and cash flow for the quarter ended May 31, 2020. The COVID-19 Pandemic and crisis had significant impacts on the markets the Company sells into, particularly the commercial and business aircraft markets. As a result, the Company had experienced significant reductions in sales and backlog.

 

Even after the COVID-19 Pandemic has subsided, the Company may continue to experience adverse impacts to its business as a result of the potential continuing impact of the economic crisis on the markets the Company serves.

 

Results of Operations:

 

The following table sets forth the components of the consolidated statements of operations:

 

   

13 Weeks Ended

         

 

 

May 30,

   

May 31,

   

%

 
(amounts in thousands, except per share amounts)  

2021

   

2020

   

Change

 
                         

Net sales

  $ 13,594     $ 12,213       11.3 %

Cost of sales

    8,122       8,539       (4.9 )%

Gross profit

    5,472       3,674       48.9 %

Selling, general and administrative expenses

    1,648       1,630       1.1 %
Restructuring charges     14       -       0.0 %

Earnings from continuing operations

    3,810       2,044       86.4 %

Interest and other income

    117       656       (82.2 )%

Earnings from continuing operations before income taxes

    3,927       2,700       45.4 %

Income tax provision

    1,182       728       62.4 %

Net earnings from continuing operations

    2,745       1,972       39.2 %

Loss from discontinued operations, net of tax

    -       (15 )     (100.0 )%

Net earnings

  $ 2,745     $ 1,957       40.3 %
                         

Earnings per share:

                       

Basic:

                       

Continuing operations

  $ 0.13     $ 0.10       30 %

Discontinued operations

    -       -       0 %

Basic earnings per share

  $ 0.13     $ 0.10       30 %
                         

Diluted:

                       

Continuing operations

  $ 0.13     $ 0.10       30 %

Discontinued operations

    -       -       0 %

Diluted earnings per share

  $ 0.13     $ 0.10       30 %

 

The Company’s total net sales from continuing operations worldwide in the 13 weeks ended May 30, 2021 increased to $13.6 million from $12.2 million in the 13 weeks ended May 31, 2020. The increase in sales was principally due to the higher sales to customers servicing the commercial and business aircraft markets.

         

19

 

Gross Profit

 

The Company’s gross profit from continuing operations in the 13 weeks ended May 30, 2021 was higher than its gross profit from continuing operations in the prior year’s comparable period, and the gross profit from continuing operations as a percentage of sales for the Company’s worldwide operations in the 13 weeks ended May 30, 2021 increased to 40.3% from 30.1% in the 13 weeks ended May 31, 2020. The higher gross profit margin from continuing operations for the 13 weeks ended May 30, 2021 compared to the 13 weeks ended May 31, 2020 was a result of higher sales, a favorable mix of higher margin sales and the partially fixed nature of overhead expenses in the 13 weeks ended May 30, 2021 compared to the 13 weeks ended May 31, 2020.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses from continuing operations increased by $18,000 during the 13 weeks ended May 30, 2021, or by 1.1%, compared to the prior year’s comparable period, and these expenses, measured as a percentage of sales from continuing operations, were 12.1% in the 13 weeks ended May 30, 2021 compared to 13.3% in the 13 weeks ended May 31, 2020. 

 

Selling, general and administrative expenses from continuing operations included stock option expenses of $64,000 for the 13 weeks ended May 30, 2021, compared to stock option expenses of $43,000 for the 13 weeks ended May 31, 2020.

 

Earnings from Continuing Operations

 

For the reasons set forth above, the Company’s earnings from continuing operations were $3.8 million for the 13 weeks ended May 30, 2021 compared to $2.0 million for the 13 weeks ended May 31, 2020.

 

Interest and Other Income

 

Interest and other income from continuing operations was $117,000 for the 13 weeks ended May 30, 2021, compared to $656,000 for the prior year's comparable period. Interest income decreased 82.2% for the 13 weeks ended May 30, 2021 primarily as a result of lower average balances of marketable securities held by the Company in the 13 weeks ended May 30, 2021, compared to the prior year's comparable period, and lower weighted average interest rates. During the 13 weeks ended May 30, 2021, the Company earned interest income principally from its investments, which consisted primarily of short-term instruments and money market funds.

 

Income Tax Provision

 

For the 13 weeks ended May 30, 2021, the Company recorded an income tax provision from continuing operations of $1.2 million, which included a discrete income tax provision of $143,000 for the write-off of deferred tax assets and liabilities related to a change in the tax filing basis of the Company’s Singapore entity and the accrual of interest related to unrecognized tax benefits. For the 13 weeks ended May 31, 2020, the Company recorded an income tax provision from continuing operations of $728,000, which included a discrete income tax provision of $41,000 pertaining to the accrual of interest related to unrecognized tax benefits. 

 

The Company’s effective tax rate for the 13 weeks ended May 30, 2021 was 30.0% compared to 27.0% in the prior year’s comparable period. The effective tax rate for the 13 weeks ended May 30, 2021 was higher than the U.S. statutory rate of 21% primarily due to state and local taxes, the write-off of deferred tax assets and liabilities and the accrual of interest related to unrecognized tax benefits. The effective rate for the 13 weeks ended May 31, 2020 was higher than the U.S. statutory rate of 21% primarily due to state and local taxes and the accrual of interest related to unrecognized tax benefits.

 

20

 

Net Earnings from Continuing Operations

 

For the reasons set forth above, the Company's net earnings from continuing operations for the 13 weeks ended May 30, 2021 were $2.7 million compared to net earnings from continuing operations of $2.0 million for the 13 weeks ended May 31, 2020.

 

Discontinued Operations

 

On July 25, 2018, the Company entered into a definitive agreement to sell its Electronics Business for $145.0 million in cash. The Company completed this transaction on December 4, 2018.

 

The operating results of the Electronics Business are classified, together with certain costs related to the transaction, as discontinued operations, net of tax, in the Consolidated Statements of Operations.

 

The Company’s net earnings from discontinued operations included expenses pertaining to the sale transaction and costs related to the Company’s vacated facility in Fullerton, California in the 13 weeks ended May 31, 2020. The Company vacated the Fullerton facility in the third quarter of the 2021 fiscal year and is no longer incurring these discontinued operations costs.

 

Basic and Diluted Earnings Per Share

 

In the 13 weeks ended May 30, 2021, basic and diluted earnings per share from continuing operations were $0.13 compared to basic and diluted earnings per share from continuing operations of $0.10 in the 13 weeks ended May 31, 2020.

 

Liquidity and Capital Resources - Continuing Operations:

 

(amounts in thousands)

 

May 30,

   

February 28,

         
   

2021

   

2021

   

Change

 
                         

Cash and cash equivalents and marketable securities

  $ 116,818     $ 116,542     $ 276  

Working capital

    122,306       124,348       (2,042 )

 

   

13 Weeks Ended

 

(amounts in thousands)

 

May 30,

   

May 31,

         
   

2021

   

2020

   

Change

 
                         

Net cash provided by operating activities

  $ 4,133     $ 4,741     $ (608 )

Net cash (used in) provided by investing activities

    (4,391 )     1,951       (6,342 )

Net cash used in financing activities

    (2,038 )     (3,682 )     1,644  

 

21

 

Cash and Marketable Securities

 

Of the $116.8 million of cash and cash equivalents and marketable securities at May 30, 2021, $29.4 million was owned by one of the Company’s wholly owned foreign subsidiaries.

 

The change in cash and cash equivalents and marketable securities at May 30, 2021 compared to February 28, 2021 was the result of capital expenditures and dividends paid to shareholders partially offset by cash provided by operating activities and a number of additional factors. The significant change in cash provided by operating activities was as follows:

 

 

income taxes payable increased by 94% at May 30, 2021 compared to February 28, 2021 primarily due to the income tax provision for the 13 weeks ended May 30, 2021.

 

In addition, the Company paid $2.0 million in cash dividends in each of the 13-week periods ended May 30, 2021 and May 31, 2020.

 

Working Capital         

 

The decrease in working capital at May 30, 2021 compared to February 28, 2021 was due principally to the increase in income taxes payable.

 

The Company's current ratio (the ratio of current assets to current liabilities) was 12.5 to 1.0 at May 30, 2021 compared to 16.6 to 1.0 at February 28, 2021.

 

Cash Flows

 

During the 13 weeks ended May 30, 2021, the Company's net earnings, before depreciation and amortization, deferred income taxes, stock-based compensation, amortization of bond premium and changes in operating assets and liabilities, were $4.1 million. During the same 13-week period, the Company expended $1.6 million for the purchase of property, plant and equipment, compared with $2.5 million during the 13 weeks ended May 31, 2020. The Company paid $2.0 million in cash dividends in each of the 13-week periods ended May 30, 2021 and May 31, 2020.

 

Other Liquidity Factors

 

The Company believes its financial resources will be sufficient, through the 12 months following the filing of this Form 10-Q Quarterly Report and for the foreseeable future thereafter, to provide for continued investment in working capital and property, plant and equipment and for general corporate purposes. The Company’s financial resources are also available for purchases of the Company's common stock, cash dividend payments, appropriate acquisitions and other expansions of the Company's business, including the expansion in Kansas.

 

22

 

The Company is not aware of any circumstances or events that are reasonably likely to occur that could materially affect its liquidity. The Company further believes its balance sheet and financial position to be very strong.

 

Contractual Obligations:

 

The Company’s contractual obligations and other commercial commitments to make future payments under contracts, such as lease agreements, consist only of (i) operating lease commitments and (ii) commitments to purchase raw materials. The Company has no other long-term debt, capital lease obligations, unconditional purchase obligations or other long-term obligations, standby letters of credit, guarantees, standby repurchase obligations or other commercial commitments or contingent commitments, other than two standby letters of credit in the total amount of $320,000, to secure the Company’s obligations under its workers’ compensation insurance program.

 

Off-Balance Sheet Arrangements:

 

The Company’s liquidity is not dependent on the use of, and the Company is not engaged in, any off-balance sheet financing arrangements, such as securitization of receivables or obtaining access to assets through special purpose entities.

 

Critical Accounting Policies and Estimates:

 

The foregoing Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these Consolidated Financial Statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to sales allowances, allowances for doubtful accounts, inventories, valuation of long-lived assets, income taxes, contingencies and litigation, and employee benefit programs. The Company bases its 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. Actual results may differ from these estimates under different assumptions or conditions.

 

The Company’s critical accounting policies that are important to the Consolidated Financial Statements and that entail, to a significant extent, the use of estimates and assumptions and the application of management’s judgment are described in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2021. There have been no significant changes to such accounting policies during the 2022 fiscal year first quarter.

 

Contingencies:

 

The Company is subject to a small number of immaterial proceedings, lawsuits and other claims related to environmental, employment, product and other matters. The Company is required to assess the likelihood of any adverse judgments or outcomes in these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters.

 

23

 

Factors That May Affect Future Results.

 

Certain portions of this Report which do not relate to historical financial information may be deemed to constitute forward-looking statements that are subject to various factors which could cause actual results to differ materially from the Company’s expectations or from results which might be projected, forecasted, estimated or budgeted by the Company in forward-looking statements. Such factors include, but are not limited to, general conditions in the aerospace industry, the Company’s competitive position, the status of the Company’s relationships with its customers, economic conditions in international markets, the cost and availability of raw materials, transportation and utilities, and the various factors set forth under the caption “Factors That May Affect Future Results” in Item 1 and in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2021.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

The Company’s market risk exposure at May 30, 2021 is consistent with, and not greater than, the types of market risk and amount of exposures presented in the Annual Report on Form 10-K for the fiscal year ended February 28, 2021.

 

Item 4. Controls and Procedures.

 

(a)    Disclosure Controls and Procedures.

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of May 30, 2021, the end of the quarterly fiscal period covered by this quarterly report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b)    Changes in Internal Control Over Financial Reporting.

 

There has not been any change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

24

 

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

None.

 

Item 1A.

Risk Factors.

 

There have been no material changes in the risk factors as previously disclosed in the Company’s Form 10-K Annual Report for the fiscal year ended February 28, 2021.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

The following table provides information with respect to shares of the Company’s common stock acquired by the Company during each month included in the Company’s 2022 fiscal year first quarter ended May 30, 2021.

 

 

Period

 

Total

Number of

Shares (or

Units)

Purchased

   

Average

Price Paid

Per Share (or

Unit)

   

Total Number of

Shares (or

Units)

Purchased As

Part of Publicly

Announced

Plans or

Programs

 

Maximum

Number (or

Approximate

Dollar Value) of

Shares (or Units)

that May Yet Be

Purchased

Under the Plans

or Programs

                           

March 1 - March 30

    0     $ -       0    
                           

March 31 - April 30

    0     $ -       0    
                           

May 1 - May 30

    0     $ -       0    
                           

Total

    0     $ -       0  

1,394,015 (a)

 

(a)

 

Aggregate number of shares available to be purchased by the  Company pursuant to share purchase authorizations announced on January 8, 2015 and March 10, 2016. Pursuant to such  authorizations, the Company is authorized to purchase its  shares from time to time on the open market or in  privately negotiated transactions.

 

 

Item 3.

Defaults Upon Senior Securities.

 

None.

 

Item 4.

Mine Safety Disclosures.

 

None.

 

Item 5.

Other Information.

 

None.

 

25

 

Item 6.

Exhibits.

 

 

31.1

Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).

 

 

31.2

Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).

 

 

32.1

Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

32.2

Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at May 30, 2021 (unaudited) and February 28, 2021; (ii) Consolidated Statements of Operations for the 13 weeks ended May 30, 2021 and May 31, 2020 (unaudited); (iii) Consolidated Statements of Comprehensive Earnings for the 13 weeks ended May 30, 2021 and May 31, 2020 (unaudited); (iv) Consolidated Statements of Shareholders’ Equity at May 30, 2021 (unaudited) and May 31, 2020; and (v) Condensed Consolidated Statements of Cash Flows for the 13 weeks ended May 30, 2021 and May 31, 2020 (unaudited). * +

 

 *        Filed electronically herewith.

 

+        Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

26

 

 

EXHIBIT INDEX

 

Exhibit No.

-----------

Name

----

 
     

31.1

Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).

 
     

31.2

Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).

 
     

32.1

Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
     

32.2

Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
     

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at May 30, 2021 (unaudited) and February 28, 2021; (ii) Consolidated Statements of Operations for the 13 weeks ended May 30, 2021 and May 31, 2020 (unaudited); (iii) Consolidated Statements of Comprehensive Earnings for the 13 weeks ended May 30, 2021 and May 31, 2020 (unaudited); (iv) Consolidated Statements of Shareholders’ Equity at May 30, 2021 (unaudited) and May 31, 2020; and (v) Condensed Consolidated Statements of Cash Flows for the 13 weeks ended May 30, 2021 and May 31, 2020 (unaudited). * +

 
     

*

Filed electronically herewith.

 
     

+

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

27

 

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.         

 

 

 

Park Aerospace Corp.

 
 

(Registrant) 

 
       
       
       

Date: July 9, 2021 

/s/ Brian E. Shore

 
 

Brian E. Shore 

 
 

Chief Executive Officer 

 
 

(principal executive officer)

 
       
       
       
 

/s/ P. Matthew Farabaugh

 

Date: July 9, 2021

P. Matthew Farabaugh

 
 

Senior Vice President and Chief Financial Officer

 
 

(principal financial officer)

 
 

(principal accounting officer)

 

 

28