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PARK AEROSPACE CORP - Quarter Report: 2021 November (Form 10-Q)

pke20211128_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 November 28, 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

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

  

       1400 Old Country Road, Westbury, NY      

                         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: 20,458,210 as of January 3, 2022.

 

 

 
 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

 

TABLE OF CONTENTS

 

PART I.

FINANCIAL INFORMATION:

Page Number

     

  Item 1.

Financial Statements

 
     
 

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

3

     
 

Consolidated Statements of Operations 13 weeks and 39 weeks ended November 28, 2021 and November 29, 2020 (Unaudited)

4

     
 

Consolidated Statements of Comprehensive Earnings 13 weeks and 39 weeks ended November 28, 2021 and November 29, 2020 (Unaudited)

5

     
 

Consolidated Statements of Shareholders’ Equity November 28, 2021 and November 29, 2020 (Unaudited)

6

     
 

Condensed Consolidated Statements of Cash Flows 39 weeks ended November 28, 2021 and November 29, 2020 (Unaudited)

7

     
 

Notes to Condensed 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

25

     

  Item 3.

Quantitative and Qualitative Disclosures About Market Risk

25

     

  Item 4.

Controls and Procedures

25

     

PART II.

OTHER INFORMATION:

 
     

  Item 1.

Legal Proceedings

26

     

  Item 1A.

Risk Factors

26

     

  Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

26

     

  Item 3.

Defaults Upon Senior Securities

26

     

  Item 4.

Mine Safety Disclosures

26

     

  Item 5.

Other Information

27

     

  Item 6.

Exhibits

27

     

EXHIBIT INDEX

28

   

SIGNATURES

29

 

2

 

 

PART I. FINANCIAL INFORMATION

 

Item 1.                   Financial Statements.

 

 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)


 

  

November 28,

2021
(unaudited)

  

February 28,

2021*

 

ASSETS

        

Current assets

        

Cash and cash equivalents

 $13,960  $41,595 

Marketable securities (Note 3)

  95,668   74,947 

Accounts receivable, less allowance for doubtful accounts of $100 and $89, respectively

  9,693   7,633 

Inventories (Note 4)

  5,175   4,794 

Prepaid expenses and other current assets

  3,215   3,372 

Total current assets

  127,711   132,341 
         

Property, plant and equipment, net

  23,870   21,130 

Operating right-of-use assets (Note 5)

  217   103 

Goodwill and other intangible assets

  9,797   9,797 

Other assets

  141   141 

Total assets

 $161,736  $163,512 
         

LIABILITIES AND SHAREHOLDERS' EQUITY

        

Current liabilities

        

Accounts payable

 $2,242  $3,300 

Operating lease liability (Note 5)

  53   33 

Accrued liabilities

  1,671   1,708 

Income taxes payable

  2,488   2,952 

Total current liabilities

  6,454   7,993 
         

Long-term operating lease liability (Note 5)

  186   86 

Non-current income taxes payable (Note 10)

  12,621   14,303 

Deferred income taxes (Note 10)

  1,183   778 

Other liabilities

  4,512   4,411 

Total liabilities

  24,956   27,571 
         

Commitments and contingencies (Note 13)

          
         

Shareholders' equity (Note 8)

        

Common stock

  2,096   2,096 

Additional paid-in capital

  169,591   170,038 

Accumulated deficit

  (24,680)  (25,063)

Accumulated other comprehensive loss

  (830)  (336)
   146,177   146,735 

Less treasury stock, at cost

  (9,397)  (10,794)

Total shareholders' equity

  136,780   135,941 

Total liabilities and shareholders' equity

 $161,736  $163,512 

 

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

 

See Notes to Condensed 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)

  

39 Weeks Ended (Unaudited)

 
  

November 28,

  

November 29,

  

November 28,

  

November 29,

 
  

2021

  

2020

  

2021

  

2020

 

Net sales

 $13,864  $10,372  $41,076  $31,835 

Cost of sales

  10,028   7,819   27,357   22,970 

Gross profit

  3,836   2,553   13,719   8,865 

Selling, general and administrative expenses

  1,593   1,536   4,729   4,718 

Restructuring charges (Note 9)

  13   -   197   - 

Earnings from continuing operations

  2,230   1,017   8,793   4,147 

Interest and other income

  80   389   286   1,570 

Earnings from continuing operations before income taxes

  2,310   1,406   9,079   5,717 

Income tax provision (Note 10)

  569   369   2,571   1,557 

Net earnings from continuing operations

  1,741   1,037   6,508   4,160 

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

  -   (116)  -   (328)

Net earnings

 $1,741  $921  $6,508  $3,832 
                 

Earnings per share (Note 7)

                

Basic:

                

Continuing operations

 $0.09  $0.05  $0.32  $0.20 

Discontinued operations

  -   -   -   (0.01)

Basic earnings per share

 $0.09  $0.05  $0.32  $0.19 

Basic weighted average shares

  20,450   20,381   20,410   20,388 
                 

Diluted:

                

Continuing operations

 $0.08  $0.05  $0.32  $0.20 

Discontinued operations

  -   -   -   (0.01)

Diluted earnings per share

 $0.08  $0.05  $0.32  $0.19 

Diluted weighted average shares

  20,503   20,434   20,566   20,442 
                 
Dividends declared per share $0.10  $0.10  $0.30  $0.30 

 

See Notes to Condensed Consolidated Financial Statements (Unaudited).

 

4

 

 

 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Amounts in thousands)


 

  

13 Weeks Ended (Unaudited)

  

39 Weeks Ended (Unaudited)

 
  

November 28,

  

November 29,

  

November 28,

  

November 29,

 
  

2021

  

2020

  

2021

  

2020

 

Net earnings

 $1,741  $921  $6,508  $3,832 

Other comprehensive earnings (loss), net of tax:

                

Unrealized gains on marketable securities:

                

Unrealized holding gains arising during the period

  3   19   107   416 

Less: reclassification adjustment for gains included in net earnings

  (27)  (32)  (36)  (86)

Unrealized losses on marketable securities:

                

Unrealized holding losses arising during the period

  (472)  (384)  (576)  (726)

Less: reclassification adjustment for losses included in net earnings

  11   -   11   - 

Other comprehensive loss

  (485)  (397)  (494)  (396)

Total comprehensive earnings

 $1,256  $524  $6,014  $3,436 

 

See Notes to Condensed 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

  

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)

Net earnings

  -   -   -   2,022   -   -   - 

Unrealized loss on marketable securities, net of tax

  -   -   -   -   (61)  -   - 

Stock options exercised

  -   -   (397)  -   -   (46,134)  855 

Stock-based compensation

  -   -   74   -   -   -   - 

Cash dividends ($0.10 per share)

  -   -   -   (2,039)  -   -   - 

Balance, August 29, 2021

  20,965,144   2,096   169,779   (24,373)  (345)  536,134   (9,939)

Net earnings

  -   -   -   1,741   -   -   - 

Unrealized loss on marketable securities, net of tax

  -   -   -   -   (485)  -   - 

Stock options exercised

  -   -   (261)  -   -   (29,200)  542 

Stock-based compensation

  -   -   73   -   -   -   - 

Cash dividends ($0.10 per share)

  -   -   -   (2,048)  -   -   - 

Balance, November 28, 2021

  20,965,144  $2,096  $169,591  $(24,680) $(830)  506,934  $(9,397)

 

 

                  

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)

Net earnings

  -   -   -   954   -   -   - 

Unrealized loss on marketable securities, net of tax

  -   -   -   -   (203)  -   - 

Stock-based compensation

  -   -   50   -   -   -   - 

Cash dividends ($0.10 per share)

  -   -   -   (2,038)  -   -   - 

Balance, August 30, 2020

  20,965,144   2,096   169,955   (22,939)  669   583,718   (10,821)

Net earnings

  -   -   -   921   -   -   - 

Unrealized loss on marketable securities, net of tax

  -   -   -   -   (397)  -   - 

Stock-based compensation

  -   -   49   -   -   -   - 

Cash dividends ($0.10 per share)

  -   -   -   (2,038)  -   -   - 

Balance, November 29, 2020

  20,965,144  $2,096  $170,004  $(24,056) $272   583,718  $(10,821)

 

See Notes to Condensed Consolidated Financial Statements (Unaudited).

 

6

 

 

 

PARK AEROSPACE CORP. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)


 

   

39 Weeks Ended (Unaudited)

 
   

November 28,

   

November 29,

 
   

2021

   

2020

 

Cash flows from operating activities:

               

Net earnings

  $ 6,508     $ 3,832  

Loss from discontinued operations, net of tax

    -       328  

Net earnings from continuing operations

    6,508       4,160  

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

               

Depreciation and amortization

    805       870  

Stock-based compensation

    211       142  

Deferred income taxes

    405       119  

Amortization of bond premium

    718       266  

Loss on sale of fixed assets

    27       -  

Changes in operating assets and liabilities

    (5,418 )     3,053  

Net cash provided by operating activities - continuing operations

    3,256       8,610  

Net cash used in operating activities - discontinued operations

    -       (328 )

Net cash provided by operating activities

    3,256       8,282  
                 

Cash flows from investing activities:

               

Purchase of property, plant and equipment

    (3,586 )     (5,251 )

Proceeds from sales of property, plant and equipment

    14       -  

Purchases of marketable securities

    (41,471 )     (62,876 )

Proceeds from sales and maturities of marketable securities

    19,538       65,982  

Net cash used in investing activities - continuing operations

    (25,505 )     (2,145 )

Net cash used in investing activities - discontinued operations

    -       -  

Net cash used in investing activities

    (25,505 )     (2,145 )
                 

Cash flows from financing activities:

               

Dividends paid

    (6,125 )     (6,114 )

Proceeds from exercise of stock options

    739       -  

Purchase of treasury stock

    -       (1,644 )

Net cash used in financing activities - continuing operations

    (5,386 )     (7,758 )

Net cash used in financing activities - discontinued operations

    -       -  

Net cash used in financing activities

    (5,386 )     (7,758 )
                 

Decrease in cash and cash equivalents:

    (27,635 )     (1,621 )

Cash and cash equivalents, beginning of period

    41,595       5,410  

Cash and cash equivalents, end of period

  $ 13,960     $ 3,789  
                 
                 

Supplemental cash flow information:

               

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

  $ 3,733     $ 717  

 

See Notes to Condensed 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 Statement of Shareholders’ Equity as of November 28, 2021, the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Earnings for the 13 weeks and 39 weeks ended November 28, 2021 and November 29, 2020, and the Condensed Consolidated Statements of Cash Flows for the 39 weeks then ended have been prepared by Park Aerospace Corp. (the “Company”), without audit. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at November 28, 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 condensed 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 39 weeks ended November 28, 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 and 39 weeks ended November 28, 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:

 

   

November 28, 2021

 
   

Total

   

Level 1

   

Level 2

   

Level 3

 
                                 

U.S. Treasury and other government securities

  $ 58,763     $ 58,763     $ -     $ -  

U.S. corporate debt securities

    36,905       36,905       -       -  

Total marketable securities

  $ 95,668     $ 95,668     $ -        

 

   

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

 
                         

November 28, 2021:

                       

U.S. Treasury and other government securities

  $ 59,877     $ 18     $ 1,132  
                         

U.S. corporate debt securities

    36,927       15       37  

Total marketable securities

  $ 96,804     $ 33     $ 1,169  
                         

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 November 28, 2021 by contractual maturity are shown below:

 

Due in one year or less

  $ 57,802  

Due after one year through five years

    37,866  
    $ 95,668  

 

 

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:

 

   

November 28,

   

February 28,

 
   

2021

   

2021

 

Inventories:

               

Raw materials

  $ 4,136     $ 3,490  

Work-in-process

    272       147  

Finished goods

    767       1,157  
    $ 5,175     $ 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 November 28, 2021 are as follows:

 

Fiscal Year:

    

2022

 $13 

2023

  53 

2024

  54 

2025

  36 

2026

  - 

Thereafter

  175 

Total undiscounted operating lease payments

  331 

Less imputed interest

  (92)

Present value of operating lease payments

 $239 

 

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 $128 for the Company’s idle facility in Singapore that have been accrued on the condensed consolidated balance sheets in accrued liabilities.

 

For the 13 weeks and 39 weeks ended November 28, 2021, the Company’s operating lease expenses were $15 and $44, respectively. Cash payments of $38, 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 November 28, 2021:

 

Operating right-of-use assets

 $217 
     

Operating lease liabilities

 $53 

Long-term operating lease liabilities

  186 

Total operating lease liabilities

 $239 

 

The Company’s weighted average remaining lease term for its operating leases is 7.3 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 $19,300, and the Company has substantially completed construction of the additional facility. As of November 28, 2021, the Company had $718 in equipment purchase obligations and $18,078 of construction-in-progress related to the additional facility.

 

6. STOCK-BASED COMPENSATION

 

As of November 28, 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 expires or is terminated unexercised as to such shares, shall again become available for issuance under the 2018 Plan.

 

During the 39 weeks ended November 28, 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 and 39 weeks ended November 28, 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 39 weeks ended November 28, 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             $ 343  

Granted

    142,250       13.85                  

Exercised

    (75,334 )     9.81                  

Terminated or expired

    (58,150 )     13.96                  

Balance, November 28, 2021

    643,300     $ 12.96       5.60     $ 32  

Vested and exercisable, November 28, 2021

    391,275     $ 12.47       3.57     $ 211  

 

 

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

   

39 Weeks Ended

 
   

November 28,
2021

   

November 29,
2020

   

November 28,
2021

   

November 29,
2020

 
                                 

Net earnings - continuing operations

  $ 1,741     $ 1,037     $ 6,508     $ 4,160  

Net loss - discontinued operations

    -       (116 )     -       (328 )

Net earnings

  $ 1,741     $ 921     $ 6,508     $ 3,832  
                                 

Weighted average common shares outstanding for basic EPS

    20,450       20,381       20,410       20,388  

Net effect of dilutive options

    53       53       156       54  

Weighted average shares outstanding for diluted EPS

    20,503       20,434       20,566       20,442  
                                 

Basic earnings per share - continuing operations

  $ 0.09     $ 0.05     $ 0.32     $ 0.20  

Basic loss per share - discontinued operations

    -       -       -       (0.01 )

Basic earnings per share

  $ 0.09     $ 0.05     $ 0.32     $ 0.19  
                                 

Diluted earnings per share - continuing operations

  $ 0.08     $ 0.05     $ 0.32     $ 0.20  

Diluted loss per share - discontinued operations

    -       -       -       (0.01 )

Diluted earnings per share

  $ 0.08     $ 0.05     $ 0.32     $ 0.19  

 

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 322,000 and 471,000 for the 13 weeks ended November 28, 2021 and November 29, 2020, respectively, and 221,000 and 457,000 for the 39 weeks ended November 28, 2021 and November 29, 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 20,458,210 total outstanding shares as of the close of business on January 3, 2022.

 

The Company purchased 0 and 137,397 shares of its common stock during the 39 weeks ended November 28, 2021 and November 29, 2020, respectively.

 

 

9. RESTRUCTURING CHARGES

 

The Company recorded restructuring charges of $13 and $197, respectively, for the 13 weeks and 39 weeks ended November 28, 2021 compared to $0 for both the 13 weeks and 39 weeks ended November 29, 2020, 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
November 28,

2021

  

Total

Expense

Accrued

to Date

 

Facility lease costs

 $252  $-  $(44) $(22) $186  $252 

Asset impairment

  -   -   -   -   -   1,318 

Asset removal

  -   154   (154)  -   -   154 

Other

  -   43   (43)  -   -   43 

Total restructuring charges

 $252  $197  $(241) $(22) $186  $1,767 
 

10. INCOME TAXES

 

For the 13 weeks and 39 weeks ended November 28, 2021, the Company recorded income tax provisions from continuing operations of $569 and $2,571, respectively, which included discrete income tax provisions of $27 and $175, respectively. For the 13 weeks and 39 weeks ended November 29, 2020, the Company recorded income tax provisions from continuing operations of $369 and $1,557, respectively, which included discrete income tax provisions of $44 and $126, respectively.

 

The Company’s effective tax rates for the 13 weeks and 39 weeks ended November 28, 2021 were 24.6% and 28.3%, respectively, compared to 26.3% and 27.2%, respectively, in the comparable prior year periods. The effective tax rates for the 13 weeks and 39 weeks ended November 28, 2021 were higher than the U.S. statutory rate of 21% primarily due to state and local taxes and discrete income tax provisions 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 rates for the 13 weeks and 39 weeks ended November 29, 2020 were 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.

 

14

 

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.

 

 

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.

 

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

 

   

13 Weeks Ended

   

39 Weeks Ended

 
   

November 28,
2021

   

November 29,
2020

   

November 28,
2021

   

November 29,
2020

 
                                 

Sales:

                               
                                 

North America

  $ 13,231     $ 9,863     $ 39,285     $ 30,245  

Asia

    218       195       542       499  

Europe

    415       314       1,249       1,091  

Total sales

  $ 13,864     $ 10,372     $ 41,076     $ 31,835  

 

   

November 28,
2021

   

February 28,

2021

 

Long-lived assets:

               
                 

North America

  $ 34,013     $ 31,170  

Asia

    12       1  

Europe

    -       -  

Total long-lived assets

  $ 34,025     $ 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.

 

15

 

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.

 

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

 

  

13 Weeks Ended (Unaudited)

  

39 Weeks Ended (Unaudited)

 
                 
  

November 28,

  

November 29,

  

November 28,

  

November 29,

 
  

2021

  

2020

  

2021

  

2020

 
                 

Net sales

 $-  $-  $-  $- 

Cost of sales

  -   -   -   - 

Gross profit

  -   -   -   - 

Selling, general and administrative expenses

  -   8   -   8 

Restructuring charges

  -   143   -   427 

Loss from discontinued operations

  -   (151)  -   (435)

Other income

  -   -   -   - 

Loss from discontinued operations before income taxes

  -   (151)  -   (435)

Income tax benefit

  -   (35)  -   (107)

Net loss from discontinued operations

 $-  $(116) $-  $(328)
 

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.

 

16

 

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 Company’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.

 

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 Standards 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 condensed 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 development) 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 and 39 weeks ended November 28, 2021 were $13.9 million and $41.1 million, respectively, compared to $10.4 million and $31.8 million, respectively, in the 13 weeks and 39 weeks ended November 29, 2020. The increases in sales were 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 27.7% and 33.4%, respectively, in the 13 weeks and 39 weeks ended November 28, 2021 compared to 24.6% and 27.8%, respectively, in the 13 weeks and 39 weeks ended November 29, 2020. The higher gross profit margin for the 13 and 39 weeks ended November 28, 2021 was primarily due to the higher sales compared to last year’s comparable periods and the partially fixed nature of overhead expenses.

 

The Company’s earnings from continuing operations before income taxes and net earnings from continuing operations increased 64.3% and 67.9%, respectively, in the 13 weeks ended November 28, 2021 compared to the 13 weeks ended November 29, 2020 primarily as a result of higher sales partially offset by lower interest income compared to last year’s comparable period.

 

The Company’s earnings from continuing operations before income taxes and net earnings from continuing operations increased 58.8% and 56.4%, respectively, in the 39 weeks ended November 28, 2021 compared to the 39 weeks ended November 29, 2020 primarily as a result of higher sales and a favorable sales mix of high margin products in the first quarter of the current fiscal year, 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 partially mitigated by the Company’s ability to adjust pricing for a large portion of its sales to pass the impact of inflation through to its customers.

 

18

 

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 risk to the Company of not getting enough raw materials on a timely basis to fully support the Company’s 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. Delays of overseas shipments of raw materials are having an impact on the Company’s production levels. Delays in raw material shipments continue to 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.

 

In December 2019, a novel strain of coronavirus was reported in Wuhan, China and has since spread worldwide, including to the United States, 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 13 weeks and 39 weeks ended November 29, 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 during those periods. The Company continues to experience the impacts related to raw material availability and costs.

 

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.

 

19

 

Results of Operations:

 

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

 

   

13 Weeks Ended

           

39 Weeks Ended

         
                                                 

(amounts in thousands, except per share amounts)

 

November 28,

   

November 29,

   

%

   

November 28,

   

November 29,

   

%

 
   

2021

   

2020

   

Change

   

2021

   

2020

   

Change

 
                                                 

Net sales

  $ 13,864     $ 10,372       34 %   $ 41,076     $ 31,835       29 %

Cost of sales

    10,028       7,819       28 %     27,357       22,970       19 %

Gross profit

    3,836       2,553       50 %     13,719       8,865       55 %

Selling, general and administrative expenses

    1,593       1,536       4 %     4,729       4,718       0 %

Restructuring charges

    13       -       0 %     197       -       0 %

Earnings from continuing operations

    2,230       1,017       119 %     8,793       4,147       112 %

Interest and other income

    80       389       (79 )%     286       1,570       (82 )%

Earnings from continuing operations before income taxes

    2,310       1,406       64 %     9,079       5,717       59 %

Income tax provision

    569       369       54 %     2,571       1,557       65 %

Net earnings from continuing operations

    1,741       1,037       68 %     6,508       4,160       56 %

Loss from discontinued operations, net of tax

    -       (116 )     (100 )%     -       (328 )     (100 )%

Net earnings

  $ 1,741     $ 921       89 %   $ 6,508     $ 3,832       70 %
                                                 

Earnings per share:

                                               

Basic:

                                               

Continuing operations

  $ 0.09     $ 0.05       80 %   $ 0.32     $ 0.20       60 %

Discontinued operations

    -       -       0 %     -       (0.01 )     (100 )%

Basic earnings per share

  $ 0.09     $ 0.05       80 %   $ 0.32     $ 0.19       68 %
                                                 

Diluted:

                                               

Continuing operations

  $ 0.08     $ 0.05       60 %   $ 0.32     $ 0.20       60 %

Discontinued operations

    -       -       0 %     -       (0.01 )     (100 )%

Diluted earnings per share

  $ 0.08     $ 0.05       60 %   $ 0.32     $ 0.19       68 %

 

Net Sales

 

The Company’s total net sales from continuing operations worldwide in the 13 weeks and 39 weeks ended November 28, 2021 increased to $13.9 million and $41.1 million, respectively, from $10.4 million and $31.8 million, respectively, in the 13 weeks and 39 weeks ended November 29, 2020. The increases in sales were principally due to the higher sales to customers servicing the commercial and business aircraft markets.

         

Gross Profit

 

The Company’s gross profits from continuing operations in the 13 weeks and 39 weeks ended November 28, 2021 were higher than its gross profits from continuing operations in the prior year’s comparable periods, and the gross profits from continuing operations as percentages of sales for the Company’s worldwide operations in the 13 weeks and 39 weeks ended November 28, 2021 increased to 27.7% and 33.4%, respectively, from 24.6% and 27.8%, respectively, in the 13 weeks and 39 weeks ended November 29, 2020. The higher gross profit margin from continuing operations for the 13 and 39 weeks ended November 28, 2021 was primarily due to the higher sales compared to last year’s comparable periods and the partially fixed nature of overhead expenses.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses from continuing operations increased by $57,000 and $11,000, respectively, during the 13 weeks and 39 weeks ended November 28, 2021, or by 3.7% and 0.2%, respectively, compared to the prior year’s comparable periods, and these expenses, measured as percentages of sales from continuing operations, were 11.5% and 11.5%, respectively, in the 13 weeks and 39 weeks ended November 28, 2021 compared to 14.8% and 14.8%, respectively, in the 13 weeks and 39 weeks ended November 29, 2020.

 

20

 

Selling, general and administrative expenses from continuing operations included stock option expenses of $73,000 and $211,000, respectively, for the 13 weeks and 39 weeks ended November 28, 2021, compared to stock option expenses of $49,000 and $142,000, respectively, for the 13 weeks and 39 weeks ended November 29, 2020.

 

Restructuring Charges

 

In the 13 weeks and 39 weeks ended November 28, 2021, the Company recorded pre-tax restructuring charges of $13,000 and $197,000, respectively, in connection with the closure of the Company’s Park Aerospace Technologies Asia Pte. Ltd facility located in Singapore.

 

Earnings from Continuing Operations

 

For the reasons set forth above, the Company’s earnings from continuing operations were $2.2 million and $8.8 million, respectively, for the 13 weeks and 39 weeks ended November 28, 2021 compared to $1.0 million and $4.1 million, respectively, for the 13 weeks and 39 weeks ended November 29, 2020.

 

Interest and Other Income

 

Interest and other income from continuing operations was $80,000 and $286,000, respectively, for the 13 weeks and 39 weeks ended November 28, 2021, compared to $389,000 and $1.6 million, respectively, for the prior year's comparable periods. Interest income decreased 79.4% and 81.8%, respectively, for the 13 weeks and 39 weeks ended November 28, 2021 primarily as a result of lower average balances of marketable securities held by the Company in the 13 weeks and 39 weeks ended November 28, 2021, compared to the prior year's comparable periods, and lower weighted average interest rates. During the 13 weeks and 39 weeks ended November 28, 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 and 39 weeks ended November 28, 2021, the Company recorded income tax provisions from continuing operations of $569,000 and $2.6 million, respectively, which included discrete income tax provisions of $27,000 and $175,000, respectively, 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 and 39 weeks ended November 29, 2020, the Company recorded income tax provisions from continuing operations of $369,000 and $1.6 million, respectively, which included discrete income tax provisions of $44,000 and $127,000, respectively, pertaining to the accrual of interest related to unrecognized tax benefits.

 

The Company’s effective tax rates for the 13 weeks and 39 weeks ended November 28, 2021 were 24.6% and 28.3%, respectively, compared to 26.3% and 27.2%, respectively, in the prior year’s comparable periods. The effective tax rates for the 13 weeks and 39 weeks ended November 28, 2021 were 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 rates for the 13 weeks and 39 weeks ended November 29, 2020 were 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.

 

21

 

Net Earnings from Continuing Operations

 

For the reasons set forth above, the Company's net earnings from continuing operations for the 13 weeks and 39 weeks ended November 28, 2021 were $1.7 million and $6.5 million, respectively, compared to net earnings from continuing operations of $1.0 million and $4.2 million, respectively, for the 13 weeks and 39 weeks ended November 29, 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 and 39 weeks ended November 29, 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 November 28, 2021, basic earnings per share from continuing operations was $0.09 and diluted earnings per share from continuing operations was $0.08 compared to basic and diluted earnings per share from continuing operations of $0.05 in the 13 weeks ended November 29, 2020.

 

In the 39 weeks ended November 28, 2021, basic and diluted earnings per share from continuing operations were $0.32 compared to basic and diluted earnings per share from continuing operations of $0.19 in the 39 weeks ended November 29, 2020.

 

Liquidity and Capital Resources - Continuing Operations:

 

(amounts in thousands)

 

November 28,

   

February 28,

         
   

2021

   

2021

   

Change

 
                         

Cash and cash equivalents and marketable securities

  $ 109,628     $ 116,542     $ (6,914 )

Working capital

    121,257       124,348       (3,091 )

 

22

 

   

39 Weeks Ended

 

(amounts in thousands)

 

November 28,

   

November 29,

         
   

2021

   

2020

   

Change

 
                         

Net cash provided by operating activities

  $ 3,256     $ 8,610     $ (5,354 )

Net cash used in investing activities

    (25,505 )     (2,145 )     (23,360 )

Net cash used in financing activities

    (5,386 )     (7,758 )     2,372  

 

Cash and Marketable Securities

 

Of the $109.6 million of cash and cash equivalents and marketable securities at November 28, 2021, $29.5 million was owned by one of the Company’s wholly owned foreign subsidiaries.

 

The change in cash and cash equivalents and marketable securities at November 28, 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, stock option exercises and a number of additional factors. The significant change in cash provided by operating activities was as follows:

 

 

accounts receivable increased by 27% at November 28, 2021 compared to February 28, 2021 primarily due to timing of sales;

 

 

inventories increased by 8% at November 28, 2021 compared to February 28, 2021 primarily due to the timing of raw material purchases;

 

 

prepaid and other current assets decreased by 5% at November 28, 2021 compared to February 28, 2021 primarily due to receipt of tax refunds;

 

 

accounts payable decreased by 32% at November 28, 2021 compared to February 28, 2021 primarily due to timing of vendor payments; and

 

 

income taxes payable decreased by 16% at November 28, 2021 compared to February 28, 2021 primarily due to estimated tax payments.

 

In addition, the Company paid $6.1 million in cash dividends in each of the 39-week periods ended November 28, 2021 and November 29, 2020.

 

Working Capital         

 

The decrease in working capital at November 28, 2021 compared to February 28, 2021 was due principally to the decrease in cash and cash equivalents, marketable securities and prepaid and other current assets, partially offset by an increases in accounts receivable and inventories and decreases in accounts payable and income taxes payable.

 

The Company's current ratio (the ratio of current assets to current liabilities) was 19.8 to 1.0 at November 28, 2021 compared to 16.6 to 1.0 at February 28, 2021.

 

23

 

Cash Flows

 

During the 39 weeks ended November 28, 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 $3.3 million. During the same 39-week period, the Company expended $3.6 million for the purchase of property, plant and equipment, compared with $5.3 million during the 39 weeks ended November 29, 2020. The Company paid $6.1 million in cash dividends in each of the 39-week periods ended November 28, 2021 and November 29, 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.

 

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 US GAAP. The preparation of these Condensed 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.

 

24

 

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 third 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.

 

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 November 28, 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 November 28, 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.

 

25

 

 

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 third quarter ended November 28, 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

                           

August 30 - September 28

    0     $ -       0    
                           

September 29 - October 28

    0     $ -       0    
                           

October 29 - November 28

    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.

 

26

 

Item 5.                  Other Information.

 

None.

 

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 November 28, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at November 28, 2021 (unaudited) and February 28, 2021; (ii) Consolidated Statements of Operations for the 13 weeks and 39 weeks ended November 28, 2021 and November 29, 2020 (unaudited); (iii) Consolidated Statements of Comprehensive Earnings for the 13 weeks and 39 weeks ended November 28, 2021 and November 29, 2020 (unaudited); (iv) Consolidated Statements of Shareholders’ Equity at November 28, 2021 (unaudited) and November 29, 2020; and (v) Condensed Consolidated Statements of Cash Flows for the 39 weeks ended November 28, 2021 and November 29, 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

 

 

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 November 28, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at November 28, 2021 (unaudited) and February 28, 2021; (ii) Consolidated Statements of Operations for the 13 weeks and 39 weeks ended November 28, 2021 and November 29, 2020 (unaudited); (iii) Consolidated Statements of Comprehensive Earnings for the 13 weeks and 39 weeks ended November 28, 2021 and November 29, 2020 (unaudited); (iv) Consolidated Statements of Shareholders’ Equity at November 28, 2021 (unaudited) and November 29, 2020; and (v) Condensed Consolidated Statements of Cash Flows for the 39 weeks ended November 28, 2021 and November 29, 2020 (unaudited). * +

 
     
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)  
     

*

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.

 

 

28

 

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: January 7, 2022

 

/s/ Brian E. Shore

 

 

 

Brian E. Shore 

 

    Chief Executive Officer  
    (principal executive officer)  
       
       

 

 

 

 

       
Date: January 7, 2022   /s/ P. Matthew Farabaugh   
    P. Matthew Farabaugh  
    Senior Vice President and Chief Financial Officer  
    (principal financial officer)  
    (principal accounting officer)  

 

 

29