UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period endedNovember 27, 2016May 28, 2017

 

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 ELECTROCHEMICAL 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.)

  

     48 South Service Road, Melville, N.Y.      

      11747      

(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)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] No [ ]

 

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

 

Large Accelerated Filer ☐ 

Large Accelerated Filer [ ] Accelerated Filer [X] Non-Accelerated Filer [ ] Smaller Reporting Company [ ] Emerging Growth Company [ ]

Accelerated Filer ☒ 

Non-Accelerated Filer ☐

Smaller Reporting 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 [X]

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 20,234,67120,234,946as of January 3,July 5, 2017.

 

 


 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

PART I.

 

FINANCIAL INFORMATION:

Page

Number

   

Item 1.

Financial Statements

 
   
 

Condensed Consolidated Balance Sheets November 27, 2016May 28, 2017 (Unaudited) and February 28, 201626, 2017

3

Consolidated Statements of Operations 13 weeks ended May 28, 2017 and May 29, 2016 (Unaudited)

4

   
 Consolidated Statements of Operations 13 weeks and 39 weeks ended  November 27, 2016 and November 29, 2015 (Unaudited)5

Consolidated Statements of Comprehensive Earnings 13 weeks ended May 28, 2017 and 39 weeks ended November 27,May 29, 2016 and November 29, 2015 (Unaudited)

65

   
 

Condensed Consolidated Statements of Cash Flows 3913 weeks ended November 27,May 28, 2017 and May 29, 2016 and November 29, 2015 (Unaudited)

76

   
 

Notes to Consolidated Financial Statements (Unaudited)

87

   

Item 2.

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

1816

   
 

Factors That May Affect Future Results

2523

   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

2523

   

Item 4.

Controls and Procedures

2523

   

PART II.

OTHER INFORMATION:

 
   

Item 1.

Legal Proceedings

2624

   

Item 1A.

Risk Factors

2624

   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

2624

   

Item 3.

Defaults Upon Senior Securities

2624

   

Item 4.

Mine Safety Disclosures

2624

   

Item 5.

Other Information

2724

   

Item 6.

Exhibits

2725

   

SIGNATURES

2826

  

EXHIBIT INDEX

2927

 

 

 

PART I. FINANCIAL INFORMATION

Item I.     Financial Statements.

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

  

November 27,

2016

(unaudited)

  

February 28,

2016*

 
         

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $106,474  $97,757 

Marketable securities (Note 3)

  132,350   139,668 

Accounts receivable, less allowance for doubtfulaccounts of $361 and $324, respectively

  16,013   22,583 

Inventories (Note 4)

  12,587   10,214 

Prepaid expenses and other current assets

  2,329   1,963 

Total current assets

  269,753   272,185 
         

Property, plant and equipment, net

  19,333   21,512 

Goodwill and other intangible assets

  9,833   9,833 

Restricted cash (Note 5)

  10,000   10,000 

Other assets

  1,125   1,247 

Total assets

 $310,044  $314,777 
         

LIABILITIES AND SHAREHOLDERS' EQUITY

        

Current liabilities:

        

Current portion of long-term debt (Note 5)

 $3,000  $3,000 

Accounts payable

  4,692   6,155 

Accrued liabilities

  4,645   4,580 

Income taxes payable

  1,276   2,943 

Total current liabilities

  13,613   16,678 
         

Long-term debt (Note 5)

  69,750   72,000 

Deferred income taxes (Note 10)

  43,938   43,937 

Other liabilities

  586   1,295 

Total liabilities

  127,887   133,910 
         

Commitments and contingencies (Note 12)

        
         

Shareholders' equity (Note 9):

        

Common stock

  2,096   2,096 

Additional paid-in capital

  167,366   166,398 

Retained earnings

  26,658   25,922 

Accumulated other comprehensive earnings

  1,057   1,471 
   197,177   195,887 

Less treasury stock, at cost

  (15,020)  (15,020)

Total shareholders' equity

  182,157   180,867 

Total liabilities and shareholders' equity

 $310,044  $314,777 

 

  

May 28, 2017

(unaudited)

  

February 26,

2017*

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $47,313  $102,438 

Marketable securities (Note 3)

  190,487   136,152 

Accounts receivable, less allowance for doubtfulaccounts of $290 and $294, respectively

  17,705   17,238 

Inventories (Note 4)

  10,908   11,105 

Prepaid expenses and other current assets

  2,532   2,197 

Total current assets

  268,945   269,130 
         

Property, plant and equipment, net

  17,947   18,638 

Goodwill and other intangible assets

  9,825   9,825 

Restricted cash (Note 5)

  10,000   10,000 

Other assets

  989   985 

Total assets

 $307,706  $308,578 
         

LIABILITIES AND SHAREHOLDERS' EQUITY

        

Current liabilities:

        

Current portion of long-term debt (Note 5)

 $3,500  $3,500 

Accounts payable

  3,619   4,183 

Accrued liabilities

  5,250   3,417 

Income taxes payable

  2,894   3,023 

Total current liabilities

  15,263   14,123 
         

Long-term debt (Note 5)

  67,750   68,500 

Deferred income taxes (Note 9)

  42,088   42,088 

Other liabilities

  353   1,041 

Total liabilities

  125,454   125,752 
         

Commitments and contingencies (Note 11)

        
         

Shareholders' equity (Note 8):

        

Common stock

  2,096   2,096 

Additional paid-in capital

  167,851   167,612 

Retained earnings

  26,483   27,112 

Accumulated other comprehensive earnings

  836   1,026 
   197,266   197,846 

Less treasury stock, at cost

  (15,014)  (15,020)

Total shareholders' equity

  182,252   182,826 

Total liabilities and shareholders' equity

 $307,706  $308,578 

*The balance sheet at February 28, 2016 has been derived from the audited financial statements at that date. 

*The balance sheet at February 26, 2017 has been derived from the audited financial statements at that date.

 

See Notes to Consolidated Financial Statements (Unaudited).

 

 

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts)

 

  

13 Weeks Ended (Unaudited)

  

39 Weeks Ended (Unaudited)

 
  

November 27,

  

November 29,

  

November 27,

  

November 29,

 
  

2016

  

2015

  

2016

  

2015

 
                 

Net sales

 $26,462  $34,323  $87,010  $110,099 

Cost of sales

  19,828   24,026   64,355   78,074 

Gross profit

  6,634   10,297   22,655   32,025 

Selling, general and administrative expenses

  4,604   5,264   15,051   16,074 

Restructuring charges (Note 7)

  113   158   206   373 

Earnings from operations

  1,917   4,875   7,398   15,578 

Interest expense (Note 5)

  343   355   1,010   1,080 

Interest and other income

  430   227   1,177   809 

Earnings before income taxes

  2,004   4,747   7,565   15,307 

Income tax provision (Note 10)

  129   638   759   1,852 

Net earnings

 $1,875  $4,109  $6,806  $13,455 
                 

Earnings per share (Note 8):

                

Basic earnings per share

 $0.09  $0.20  $0.34  $0.66 

Basic weighted average shares

  20,235   20,253   20,235   20,379 
                 

Diluted earnings per share

 $0.09  $0.20  $0.34  $0.66 

Diluted weighted average shares

  20,235   20,253   20,235   20,386 
                 

Dividends declared per share

 $0.10  $0.10  $0.30  $0.30 

  

13 Weeks Ended (Unaudited)

 
  

May 28,

  

May 29,

 
  

2017

  

2016

 

Net sales

 $27,417  $31,490 

Cost of sales

  21,095   22,703 

Gross profit

  6,322   8,787 

Selling, general and administrative expenses

  4,727   5,337 

Restructuring charges (Note 6)

  1,361   70 

Earnings from operations

  234   3,380 

Interest expense (Note 5)

  510   333 

Interest and other income

  749   378 

Earnings before income taxes

  473   3,425 

Income tax (benefit)/provision (Note 9)

  (921)  475 

Net earnings

 $1,394  $2,950 
         

Earnings per share (Note 7):

        

Basic earnings per share

 $0.07  $0.15 

Basic weighted average shares

  20,235   20,235 
         

Diluted earnings per share

 $0.07  $0.15 

Diluted weighted average shares

  20,244   20,235 
         

Dividends declared per share

 $0.10  $0.10 

 

See Notes to Consolidated Financial Statements (Unaudited).

 

 

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Amounts in thousands)


 

 

13 Weeks Ended (Unaudited)

  

39 Weeks Ended (Unaudited)

  

13 Weeks Ended (Unaudited)

 
 

November 27,

  

November 29,

  

November 27,

  

November 29,

         
 

2016

  

2015

  

2016

  

2015

  

May 28,

  

May 29,

 
                 

2017

  

2016

 

Net earnings

 $1,875  $4,109  $6,806  $13,455  $1,394  $2,950 

Other comprehensive earnings (loss), net of tax:

                        

Foreign currency translation

  28   28   33   91   (31)  (21)

Unrealized gains on marketable securities:

                        

Unrealized holding gains arising during the period

  -   70   11   99   3   80 

Less: reclassification adjustment for gainsincluded in net earnings

  (105)  (11)  (160)  (17)  (69)  (148)

Unrealized losses on marketable securities:

                        

Unrealized holding losses arising during the period

  (292)  (264)  (361)  (335)  (117)  (13)

Less: reclassification adjustment for lossesincluded in net earnings

  29   33   63   36   24   17 

Other comprehensive loss

  (340)  (144)  (414)  (126)  (190)  (85)

Total comprehensive earnings

 $1,535  $3,965  $6,392  $13,329  $1,204  $2,865 

 

See Notes to Consolidated Financial Statements (Unaudited).

 

 

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

  

13 Weeks Ended (Unaudited)

 
  

May 28,

  

May 29,

 
  

2017

  

2016

 

Cash flows from operating activities:

        

Net earnings

 $1,394  $2,950 

Adjustments to reconcile net earnings to net cashprovided by operating activities:

        

Depreciation and amortization

  807   827 

Stock-based compensation

  240   352 

Gain on sale of fixed assets

  -   (15)

Amortization of bond premium

  44   133 

Changes in operating assets and liabilities

  65   4,168 

Net cash provided by operating activities

  2,550   8,415 
         

Cash flows from investing activities:

        

Purchase of property, plant and equipment

  (105)  (41)

Proceeds from sales of property, plant and equipment

  -   15 

Purchases of marketable securities

  (75,504)  (16,067)

Proceeds from sales and maturities ofmarketable securities

  20,700   19,574 

Net cash (used in) provided by investing activities

  (54,909)  3,481 
         

Cash flows from financing activities:

        

Dividends paid

  (2,023)  (2,023)

Proceeds from exercise of stock options

  6   - 

Payments of long-term debt

  (750)  (750)

Net cash used in financing activities

  (2,767)  (2,773)
         

(Decrease) increase in cash and cash equivalents beforeeffect of exchange rate changes

  (55,126)  9,123 

Effect of exchange rate changes on cash andcash equivalents

  1   (20)

(Decrease) increase in cash and cash equivalents

  (55,125)  9,103 

Cash and cash equivalents, beginning of period

  102,438   97,757 

Cash and cash equivalents, end of period

 $47,313  $106,860 
         
         

Supplemental cash flow information:

        

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

 $-  $- 

Cash paid during the period for interest

 $293  $209 

 


  

39 Weeks Ended (Unaudited)

 
  

November 27,

  

November 29,

 
  

2016

  

2015

 

Cash flows from operating activities:

        

Net earnings

 $6,806  $13,455 

Adjustments to reconcile net earnings to net cashprovided by operating activities:

        

Depreciation and amortization

  2,372   2,524 

Stock-based compensation

  968   1,192 

Provision for deferred income taxes

  108   (10,674)

Amortization of bond premium

  354   738 

Changes in operating assets and liabilities

  58   (449)

Net cash provided by operating activities

  10,666   6,786 
         

Cash flows from investing activities:

        

Purchase of property, plant and equipment

  (194)  (320)

Proceeds from sales of property, plant and equipment

  -   2,026 

Purchases of marketable securities

  (44,327)  (92,890)

Proceeds from sales and maturities ofmarketable securities

  50,650   69,247 

Net cash provided by (used in) investing activities

  6,129   (21,937)
         

Cash flows from financing activities:

        

Dividends paid

  (6,070)  (6,129)

Restricted cash (Note 5)

  -   (25,000)

Proceeds from exercise of stock options

  -   50 

Payments of long-term debt

  (2,250)  (7,500)

Purchase of treasury stock

  -   (11,925)

Net cash used in financing activities

  (8,320)  (50,504)
         

Increase (decrease) in cash and cash equivalents beforeeffect of exchange rate changes

  8,475   (65,655)

Effect of exchange rate changes on cash andcash equivalents

  242   852 

Increase (decrease) in cash and cash equivalents

  8,717   (64,803)

Cash and cash equivalents, beginning of period

  97,757   141,538 

Cash and cash equivalents, end of period

 $106,474  $76,735 
         
         

Supplemental cash flow information:

        

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

 $3,045  $14,255 

Cash paid during the period for interest

 $1,084  $823 

 

See Notes to Consolidated Financial Statements (Unaudited).

 

 

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


 

1.

1.CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

 

The Condensed Consolidated Balance Sheet as of November 27, 2016,May 28, 2017, the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Earnings for the 13 weeks ended May 28, 2017 and 39 weeks ended November 27,May 29, 2016, and November 29, 2015 and the Condensed Consolidated Statements of Cash Flows for the 3913 weeks then ended have been prepared by Park Electrochemical 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 November 27, 2016May 28, 2017 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, 2016.26, 2017. There have been no significant changes to such accounting policies during the 3913 weeks ended November 27, 2016.May 28, 2017.

 

2.FAIR VALUE MEASUREMENTS

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.

 

 

 

The fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable and currentaccrued liabilities approximatesapproximate their carrying value due to their short-term nature. Due to the variable interest rates periodically adjusting with the current LIBOR, the carrying value of outstanding borrowings under the Company’s long-term debt approximates its fair value. (See Note 5). 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. There were no transfers between levels within the fair value hierarchy during the 3913 weeks ended November 27, 2016May 28, 2017 and NovemberMay 29, 2015.2016. With respect to goodwill, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying value. If, based on that assessment, the Company believes it is more likely than not that the fair value is less than its carrying value, a two-step goodwill impairment test is performed. There have been no changes in events or circumstances which required impairment charges to be recorded during the 3913 weeks ended November 27, 2016.May 28, 2017.

 

3.MARKETABLE SECURITIES

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 27, 2016

 
  

Total

  

Level 1

  

Level 2

  

Level 3

 
                 

U.S. Treasury and other government securities

 $113,340  $113,340  $-  $- 

U.S. corporate debt securities

  19,010   19,010   -   - 

Total marketable securities

 $132,350  $132,350  $-  $- 

 

 

February 28, 2016

  

May 28, 2017

 
 

Total

  

Level 1

  

Level 2

  

Level 3

  

Total

  

Level 1

  

Level 2

  

Level 3

 
                                

U.S. Treasury and other government securities

 $118,194  $118,194  $-  $- 

U.S. Treasury and othergovernment securities

 $152,280  $152,280  $-  $- 

U.S. corporate debt securities

  21,474   21,474   -   -   38,207   38,207   -   - 

Total marketable securities

 $139,668  $139,668  $-  $-  $190,487  $190,487  $-  $- 

  

February 26, 2017

 
  

Total

  

Level 1

  

Level 2

  

Level 3

 
                 

U.S. Treasury and othergovernment securities

 $111,261  $111,261  $-  $- 

U.S. corporate debt securities

  24,891   24,891   -   - 

Total marketable securities

 $136,152  $136,152  $-  $- 

 

 

 

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

  

Amortized Cost

Basis

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

 
            

November 27, 2016:

            

U.S. Treasury and other government securities

 $113,781  $139  $580 
            

May 28, 2017:

            

U.S. Treasury and othergovernment securities

 $152,901  $36  $657 

U.S. corporate debt securities

  19,040   -   30   38,343   -   136 

Total marketable securities

 $132,821  $139  $610  $191,244  $36  $793 
                        

February 28, 2016:

            

U.S. Treasury and other government securities

 $117,897  $372  $74 
            

February 26, 2017:

            

U.S. Treasury and othergovernment securities

 $111,727  $136  $602 

U.S. corporate debt securities

  21,554   -   81   24,938   1   48 

Total marketable securities

 $139,451  $372  $155  $136,665  $137  $650 

 

The estimated fair values of such securities at November 27, 2016May 28, 2017 by contractual maturity are shown below:

 

Due in one year or less

 $64,415  $48,390 

Due after one year through five years

  67,935   142,097 
 $132,350  $190,487 

  

 

4.

4.INVENTORIES

INVENTORIES

 

Inventories are stated at the lower of cost (first-in, first-out method) or market. 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. Inventories consisted of the following:

 

  

November 27,

  

February 28,

 
  

2016

  

2016

 
         

Inventories:

        
         

Raw materials

 $6,822  $5,462 

Work-in-process

  2,341   2,215 

Finished goods

  3,048   2,172 

Manufacturing supplies

  376   365 
  $12,587  $10,214 

5.

LONG-TERM DEBT

  

May 28,

  

February 26,

 
  

2017

  

2017

 

Inventories:

        
         

Raw materials

 $5,508  $5,842 

Work-in-process

  2,264   2,329 

Finished goods

  2,796   2,585 

Manufacturing supplies

  340   349 
  $10,908  $11,105 

 

On February 12, 2014, the Company entered into a four-year amended and restated revolving credit facility agreement (the “Amended Credit Agreement”) with PNC Bank, National Association (“PNC Bank”). The Amended Credit Agreement provided for loans up to $104,000 to the Company and letters of credit up to $2,000 for the account of the Company. Through January 15, 2016, the Company had borrowed $52,000 to finance a special dividend paid to shareholders of the Company in the 2014 fiscal year fourth quarter and an additional $52,000 to continue the loan that was provided under a prior credit agreement with PNC Bank, and PNC Bank had issued two standby letters of credit for the account of the Company in the total amount of $1,075 to secure the Company’s obligations under its workers’ compensation insurance program. During the 2016 fiscal year, the Company made principal payments of $10,000 in accordance with the Amended Credit Agreement.

5.LONG-TERM DEBT


 

On January 15, 2016, the Company entered into a three-year revolving credit facility agreement (the “Credit Agreement”) with HSBC Bank USA, National Association (“HSBC Bank”). This Credit Agreement replaced the Amended Credit Agreement that the Company entered into with PNC Bank in February 2014 described in the preceding paragraph.2014. The Credit Agreement provides for loans up to $75,000 and letters of credit up to $2,000. The Company borrowed $75,000 under the Credit Agreement and obtained letters of credit in the initial principal amount of $1,075. During the 2016 fiscal year, the Company made no payments in accordance with the Credit Agreement. During the 2017 fiscal year, the Company paid a total of $3,000 in accordance with the Credit Agreement; and, during the 2018 fiscal year first quarter ended May 28, 2017, the Company paid a quarterly installment of $750. The remaining $71,250 is payable in twelveseven quarterly installments of $750 each, beginning in March 2016, with the remaining amount outstanding under the Credit Agreement payable on January 26, 2019. Pursuant to an amendment entered into on April 21, 2017, the second and third installments due in the 2018 fiscal year were increased from $750 to $1,000.


 

Borrowings under the Credit Agreement bear interest at a rate equal to, at the Company’s option, either (a) a fluctuating rate per annum (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) equal to the Base Rate (as defined in the Credit Agreement), such interest rate to change automatically from time to time effective as of the effective date of each change in the Base Rate or (b) a rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal to the one, two, three or six month LIBOR Rate plus 1.15%. Under the Credit Agreement, the Company is also obligated to pay to HSBC Bank a nonrefundable commitment fee equal to 0.10% per annum (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between the amount of (i) the revolving credit commitment plus the letter of credit facility and (ii) the revolving facility usage, payable quarterly in arrears.

 

On January 5, 2017, the Company entered into an amendment to the Credit Agreement (the “Amended Credit Agreement”) with HSBC Bank that modified the LIBOR interest rate and certain covenants. Under the Amended Credit Agreement, the LIBOR interest rate will be equal to the one, two, three, or six month LIBOR plus (a) 1.65% through April 5, 2017, (b) 1.90% from April 6, 2017 through July 5, 2017, (c) 2.15% from July 6, 2017 through October 5, 2017 and (d) 2.65% at and after October 6,5, 2017.

 

The Credit Agreement and the Amended Credit Agreement contain certain customary affirmative and negative covenants, including customary financial covenants. The covenants require the Company to (a) maintain a gross leverage charge ratio not to exceed 4.50 to 1.00 for the fiscal quarters ending February 26, 2017 and May 28, 2017, 4.25 to 1.00 for the fiscal quarter ending August 27, 2017 and 3.75 to 1.00 each fiscal quarter thereafter, (b) maintain a minimum fixed charge coverage ratio of 0.30 to 1.00 for the fiscal quarter ending February 26, 2017, 0.20 to 1.00 for the fiscal quarter endedending May 28, 2017, 0.50 to 1.00 for the fiscal quarter ending August 27, 2017 and 1.10 to 1.00 for each fiscal quarter thereafter and (c) maintain a minimum quick ratio of 2.00 to 1.00 beginning with the fiscal quarter first ending after January 26, 2016 and continuing thereafter. In addition, the Company must maintain minimum domestic liquid assets of $10,000 in cash held at all times in a domestic deposit accountaccount. The Company is in compliance with all the financial covenants.

 

During the quarter end May 28, 2017, the Company entered into two amendments to the Credit Agreement with HSBC Bank that modified the financial covenants and relaxed loan repayment requirements upon repatriation of foreign funds in the first and second quarters of fiscal year 2018. The amendments modified the definition of EBITDA to exclude $4,600 of restructuring charges in connection with the consolidation of the Company’s Nelco Products, Inc. and Neltec, Inc. business units in the United States in fiscal year 2018, reduced the maximum gross leverage charge ratio to 1.10 to 1.00 and reduced the fixed charge coverage ratio to 0.20 to 1.00 for the first, second and third quarters of the 2018 fiscal year.

At November 27, 2016, $72,750May 28, 2017, $71,250 of indebtedness was outstanding under the Credit Agreement with an interest rate of 1.79%2.67%. Interest expense recorded under the Credit Agreement and the Amended Credit Agreement was $343$510 and $1,010$333 during the 13-week and 39-week periods ended November 27,May 28, 2017 and May 29, 2016, respectively, and $355 and $1,080 during the 13-week and 39-week periods ended November 29, 2015, respectively.

6.RESTRUCTURING CHARGES

 

6.

STOCK-BASED COMPENSATION

As of November 27, 2016,On April 18, 2017, the Company had a 2002 Stock Option Plan (the “Plan”), and no other stock-based compensation plan. The Plan has been approved byannounced the Company’s shareholders and provides for the grant of stock options to directors and key employees of the Company. All options granted under the 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 the Plan, 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 Plan 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. The Plan expires on May 21, 2018.


During the 39 weeks ended November 27, 2016, the Company granted an option to purchase 1,250 shares of common stock to oneconsolidation of its employees.Nelco Products, Inc. subsidiary located in Fullerton, California and its Neltec, Inc. subsidiary located in Tempe, Arizona. The future compensation expenseconsolidation is expected to be recognized in earnings before income taxes was $4 andtake four to six months to complete. When complete, all business functions will be recorded on a straight-line basis over the requisite service period. The fair value of the granted option was $3.15 per share using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 1.77%; expected volatility factor of 28.9%; expected dividend yield of 2.23%;performed at Neltec in Tempe, Arizona and estimated option term of 5.3 years.certain manufacturing operations will be combined and performed at Neltec.

 

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 term of the option 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 option granted during the 39 weeks ended November 27, 2016. The estimated term of the option was based on evaluations of the historical and expected future employee exercise behavior.

The following is a summary of option activity for the 39 weeks ended November 27, 2016:

  

Outstanding

Options

  

Weighted

Average Exercise Price

 
         

Balance, February 29, 2016

  1,226,392  $22.51 

Granted

  1,250   14.07 

Exercised

  -   - 

Terminated or expired

  (150,314)  21.76 

Balance, November 27, 2016

  1,077,328  $21.05 

Vested and exercisable, November 27, 2016

  679,329  $22.42 

7.

RESTRUCTURING CHARGES

During the 2013 fiscal year, the Company closed its Nelco Technology (Zhuhai FTZ) Ltd. business unit located in Zhuhai, China. The Nelco Technology (Zhuhai FTZ) Ltd. building was sold for $2,026 during the first quarter of the 2016 fiscal year. There was no gain or loss on the sale of the building, since the carrying value of the building was equal to the selling price. The Company paid $0 and $8 during the 13 weeks ended November 27, 2016 and November 29, 2015, respectively, and $0 and $83 during the 39 weeks ended November 27, 2016 and November 29, 2015, respectively, of additional pre-tax charges related to such closure.

 

 

 

The Company expects to incur a pre-tax charge in connection with the consolidation of approximately $5,000 to $5,500. This charge is expected to be incurred primarily during the first nine months of the fiscal year ending February 25, 2018. In addition to this charge, the Company expects to incur duplicative pre-tax costs of $300 during the same nine-month period.

The Company recorded a restructuring charge of $1,250 during the 13-week period ended May 28, 2017 related to the consolidation.

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

  

Accrued

Februay 26,

2017

  

Current

Period

Charges

  

Cash

Payments

  

Non-Cash

Charges

  

Accrual May

28, 2017

  

Total Costs

Accrued to

Date

  

Total

Expected

Costs

 

Facility Lease Costs

 $-  $-  $-  $-  $-  $-  $2,739 

Severance Costs

  -   1,183   -   -   1,183   1,183   1,183 

Equipment Removal

  -   -   -   -   -   -   700 

Other

  -   67   -   (67)  -   67   878 

Total Restructuring Plan

 $-  $1,250  $-  $(67) $1,183  $1,250  $5,500 

The Company recorded additional restructuring charges of $113$111 and $150$70 during the 13 weeks13-week periods ended November 27,May 28, 2017 and May 29, 2016, and November 29, 2015, respectively, and $206 and $290 during the 39 weeks ended November 27, 2016 and November 29, 2015, respectively, related to the closure in the 2009 fiscal year of the Company’s New England Laminates Co., Inc. business unit located in Newburgh, New York. The New England Laminates Co., Inc. building in Newburgh, New York is held for sale. In the 2004 fiscal year, the Company reduced the book value of the building to zero, and the Company intends to sell it during the 20172018 fiscal year.

 

8.7.EARNINGS PER SHARE

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

  

13 Weeks Ended

 
 

November 27, 2016

  

November 29, 2015

  

November 27, 2016

  

November 29, 2015

  

May 28, 2017

  

May 29, 2016

 
                        

Net earnings

 $1,875  $4,109  $6,806  $13,455  $1,394  $2,950 
                        
Weighted average common shares outstanding for basic EPS  20,235   20,253   20,235   20,379   20,235,000   20,235,000 

Net effect of dilutive options

  -   -   -   7   9,000   - 

Weighted average sharesoutstanding for diluted EPS

  20,235   20,253   20,235   20,386   20,244,000   20,235,000 
                        

Basic earnings per share

 $0.09  $0.20  $0.34  $0.66  $0.07  $0.15 
                        

Diluted earnings per share

 $0.09  $0.20  $0.34  $0.66  $0.07  $0.15 

 

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 882,000872,000 and 1,027,0001,025,000 for the 13 weeks ended November 27,May 28, 2017 and May 29, 2016, and November 29, 2015, respectively, and 929,000 and 884,000 forrespectively.

8.SHAREHOLDERS’ EQUITY

During the 3913 weeks ended November 27, 2016May 28, 2017, the Company sold 275 shares of the Company’s treasury stock pursuant to the exercises of employee stock options and November 29, 2015, respectively.received proceeds of $5 from such exercises and recognized stock-based compensation expense, net of recognized tax benefits, of $240. These transactions resulted in a $239 increase in additional paid-in capital during the period.

9.

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 supersedessuperseded 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 1,531,412 shares of its common stock, representing approximately 7.6% of the Company’s 20,234,671 total outstanding shares as of the close of business on October 3, 2016.May 5, 2017.

 

The Company did not purchase any shares of its common stock during the 3913 weeks ended November 27, 2016 and purchased 444,834 sharesMay 28, 2017 or during the 3913 weeks ended NovemberMay 29, 2015.2016.

 

10.9. INCOME TAXES

INCOME TAXES

 

The Company’s effective tax rate for the 13 weeks ended May 28, 2017 was negative 194.3% compared to 13.9% for the 13 weeks ended May 29, 2016. The effective tax rates for the 13 weeks ended May 28, 2017 and 39 weeks ended November 27,May 29, 2016 were 6.4% and 10.0%, respectively, compared to 13.4% and 12.1%, respectively, forlower than the 13 weeks and 39 weeks ended November 29, 2015. The lower effectiveUnited States Federal income tax rates for the 13 weeks and 39 weeks ended November 27, 2016 wererate primarily due to lowerportions of taxable income in lowjurisdictions with lower effective income tax rate jurisdictionsrates and larger foreign tax incentives and a reversal of a tax reserve of $688 related to offset taxable lossescertain foreign tax credit positions taken in higher tax rate jurisdictions.prior years.

 


The Company continuously evaluates the liquidity and capital requirements of its operations in the United States and of its foreign operations. As a result of such evaluation during the 2014 fiscal year, the Company recorded a non-cash charge for the accrual of U.S. deferred income taxes in the amount of $63,958 on undistributed earnings of the Company’s subsidiary in Singapore. In the 2016 fiscal year,As a result of such evaluations, the Company repatriated $2,000, $6,800 and $61,000 toin cash from the United StatesCompany’s subsidiary in Singapore in the 2018 fiscal year first quarter and paid income taxes of $10,682 toin the respective tax authorities.2017 and 2016 fiscal years, respectively.

 

1110. GEOGRAPHIC REGIONS

GEOGRAPHIC REGIONS

 

The Company is a global advanced materials company which develops, manufactures, markets and sells advanced composite materials, primary and secondary structures and assemblies and low-volume tooling for the aerospace markets and high-technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure, enterprise and military/aerospace markets. The Company’s products are sold to customers in North America, Asia and Europe. The Company’s manufacturing facilities are located in Kansas, Singapore, France, Arizona and California. The Company operates as a single operating segment, which is advanced materials for the aerospace and electronics markets, with common management and identical or very similar economic characteristics, products, raw materials, manufacturing processes and equipment, customers and markets, marketing, sales and distribution methods and regulatory environments. The chief operating decision maker reviews financial information on a consolidated basis.

 

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 operations by geographic region is as follows:

 

  

13 Weeks Ended

 
  

May 28, 2017

  

May 29, 2016

 

Sales:

        
         

North America

 $15,416  $16,837 

Asia

  10,033   12,147 

Europe

  1,968   2,506 

Total sales

 $27,417  $31,490 

  

May 28, 2017

  

February 26,

2017

 

Long-lived assets:

        
         

North America

 $20,326  $20,794 

Asia

  8,216   8,440 

Europe

  219   214 

Total long-lived assets

 $28,761  $29,448 

  

13 Weeks Ended

  

39 Weeks Ended

 
  

November 27,

2016

  

November 29,

2015

  

November 27,

2016

  

November 29,

2015

 
                 

Sales:

                
                 

North America

 $13,038  $18,006  $45,865  $57,651 

Asia

  10,794   13,782   34,060   45,572 

Europe

  2,630   2,535   7,085   6,876 

Total sales

 $26,462  $34,323  $87,010  $110,099 

 

  

November 27,

2016

  

February 28,

2016

 

Long-lived assets:

        
         

North America

 $20,275  $21,618 

Asia

  8,645   9,459 

Europe

  246   268 

Total long-lived assets

 $29,166  $31,345 

1211. CONTINGENCIES

CONTINGENCIES

 

Litigation 

 

The Company is subject to a number of 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 Company’s liquidity, capital resources, or business or its consolidated results of operations cash flows or financial position.position of the Company.In the first quarter of the 2018 fiscal year, the Company recorded a one-time litigation expense of $375 for the settlement of an employment litigation.

 

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 four 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 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 subsidiaries 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 who provided general liability insurance coverage to the Company and its subsidiaries for the years during which the Company's subsidiaries' waste was disposed at these sites have in the past reimbursed the Company and its subsidiaries for 100% of their legal defense and remediation costs associated with three of these sites.

 

The total costs incurred by the Company and its subsidiaries in connection with these sites, including legal fees incurred by the Company and its subsidiaries and their assessed share of remediation costs and excluding amounts paid orexpected to be reimbursed by insurance carriers, were $0approximately $1 and $1 induring the 13 weeks ended May 28, 2017 and 39 weeks, respectively, ended November 27,May 29, 2016, and $0 and $2 in the 13 weeks and 39 weeks, respectively, ended November 29, 2015.respectively. The Company had no recorded liabilities for environmental matters at November 27, 2016 or Februaryfor the 13 weeks ended May 28, 2017 and May 29, 2016.

 

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 three 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 three sites.

 


Included in selling, general and administrative expenses are charges for actual expenditures and accruals, based on estimates, for certain environmental matters described above. The Company accrues estimated costs associated 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 liquidity, capital resources or business or its consolidated results of operations, cash flows or financial position.

1312.ACCOUNTING PRONOUNCEMENTS

Recently IssuedAdopted

 

In NovemberMarch 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09,Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, to improve the accounting for employee share-based payments. The new standard is effective for fiscal years beginning after December 15, 2016 and the interim periods within those fiscal years. The Company has adopted the guidance effective February 27, 2017, the first day of the 2018 fiscal year, and the adoption of this guidance did not impact its consolidated results of operations, cash flows, financial position and disclosures.

Recently Issued

In November 2016, the FASB issued ASU No. 2016-18,Statement of Cash Flows (Topic 230): Restricted Cash, to reduce the diversity that exists in the classification and presentation of changes in restricted cash onin the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017 and the interim periods within those fiscal years. The Company is currently evaluating the impact of this new guidance may have on its consolidated cash flows.

 

In August 2016, the FASB issued ASU No. 2016-15,, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments, to reduce the diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017 and the interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance may have on its consolidated cash flows.

 

In February 2016, the FASB issued ASU No. 2016-02,Leases (Topic 842)(Topic 842), intended to increase transparency and comparability among companies by requiring most leases to be included on the balance sheet and by expanding disclosure requirements, effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company is currently evaluating the impact that this new guidance may have on its consolidated results of operations, cash flows, financial position and disclosures.

 


In April 2015, the FASB issued ASU No. 2015-03,Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, intended to simplify the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation for debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. In August 2015, the FASB issued ASU No. 2015-15,InterestImputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Amendments to SEC Paragraphs Pursuant to Staff Announcements at the June 2015 EITF Meeting. ASU No. 2015-15 amends Subtopic 835-30 to include that the SEC would not object to the deferral and presentation of debt issuance costs as an asset and subsequent amortization of debt issuance costs over the term of the line-of-credit arrangement, whether or not there are any outstanding borrowings on the line-of-credit arrangement. This guidance is effective for fiscal years (and interim reporting periods within fiscal years) beginning after December 15, 2015. This guidance did not have a material impact on the Company’s consolidated results of operations, cash flows, financial position or disclosures.

In May 2014, the FASB issued ASU No. 2014-09,Accounting Standards Codification (“ASC”) Topic 606,Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605,Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. This guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and expands the related disclosure requirements. The new standard was originally scheduled to be effective for fiscal years beginning after December 15, 2016, including interim reporting periods within those fiscal years. In August 2015, the FASB delayed the effective date of this guidance for one year. With the delay, the new standard is effective for fiscal years beginning after December 15, 2017, and interim periods therein, with an option to adopt the standard on the originally scheduled effective date. The Company is currently evaluating the impacthas concluded that this new guidance maywill not have a significant impact on its consolidated results of operations, cash flows, financial position and disclosures.

 

 

 

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

 

General:

 

Park Electrochemical Corp. (“Park” or the “Company”) is a global advanced materials company which develops, manufactures, markets and sells advanced composite materials, primary and secondary structures and assemblies and low-volume tooling for the aerospace markets and high-technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure, enterprise and military/aerospace markets. The Company’s manufacturing facilities are located in Kansas, Singapore, France, Arizona and California. The Company also maintains research and development facilities in Arizona, Kansas and Singapore.

 

Financial Overview

 

The Company's total net sales worldwide in the 13 weeks and 39 weeks ended November 27, 2016May 28, 2017 were 23% and 21%13% lower respectively, than in the 13 weeks and 39 weeks ended NovemberMay 29, 20152016 principally as a result of lower sales of the Company’s printed circuit materials products in Asia, and North America and lowerEurope, partially offset by higher sales of the Company’s aerospace composite materials, structures and assemblies products. The Company’s total net sales worldwide in the 13 weeks ended November 27, 2016May 28, 2017 were 1% lower than such sales in the 13 weeks ended August 28, 2016February 26, 2017 principally as a result of lower sales of the Company’s printed circuit materials products in Asia and North America and lowermostly offset by higher sales of the Company’s aerospace composite materials, structures and assemblies products in the 13 weeks ended November 27, 2016.North America.

 

The Company’s gross profit margins,margin, measured as percentagesa percentage of sales, decreased to 25.1% and 26.0%, respectively,23.1% in the 13 weeks and 39 weeks ended November 27, 2016May 28, 2017 from 30.0% and 29.1%, respectively,27.9% in the 13 weeks and 39 weeks ended NovemberMay 29, 20152016 principally as a result of lower sales and production levels of its printed circuit materials products in Asia, North America and North America. Europe, partially offset by higher sales of aerospace composite materials, structures and assemblies products.

 

The Company’s earnings from operations and net earnings were 61%93% lower and 54%53% lower, respectively, in the 13 weeks ended November 27, 2016May 28, 2017 than in last fiscal year’s comparable period, primarily as a result of the aforementioned decrease inlower sales and reductiondecrease in the gross profit margin.margin and to the costs recorded in the 13 weeks ended May 28, 2017 for the consolidation of the Company’s business units in California and Arizona. Earnings from operations in the 13 weeks ended November 27, 2016May 28, 2017 included pre-tax restructuring charges of $113,000$1,361,000 in connection with the consolidation of the California and Arizona business units and the closure in fiscal year 2009 of the New England Laminates Co., Inc. facility located in Newburgh, New York. Earnings from operations in the 13 weeks ended NovemberMay 29, 20152016 included a pre-tax restructuring chargescharge of $158,000 related to facility closures in prior fiscal years.

The Company’s earnings from operations and net earnings were 53% and 49% lower, respectively, in the 39 weeks ended November 27, 2016 than in last fiscal year’s comparable period primarily as a result of the aforementioned decrease in sales and reduction in the gross profit margin, partially offset by a 6% reduction in selling, general and administrative expenses. Earnings from operations in the 39 weeks ended November 27, 2016 and in the 39 weeks ended November 29, 2015 included pre-tax restructuring charges of $206,000 and $373,000, respectively,$70,000 related to the aforementionedNewburgh facility closures.closure.


 

The global markets for the Company’s products continue to be very difficult to forecast, and it is not clear to the Company what the demand for the Company’s products will be in the remainder of the 20172018 fiscal year or beyond.


 

Results of Operations:

 

The following table provides the components of the consolidated statements of operations:

 

 

13 Weeks Ended

      

39 Weeks Ended

      

13 Weeks Ended

     
 

November 27,

  

November 29,

  

%

  

November 27,

  

November 29,

  

%

  

May 28,

  

May 29,

  

%

 

(amounts in thousands, except per share amounts)

 

2016

  

2015

  

Change

  

2016

  

2015

  

Change

  

2017

  

2016

  

Change

 
                                    

Net sales

 $26,462  $34,323   (23)% $87,010  $110,099   (21)% $27,417  $31,490   (13)%

Cost of sales

  19,828   24,026   (17)%  64,355   78,074   (18)%  21,095   22,703   (7)%

Gross profit

  6,634   10,297   (36)%  22,655   32,025   (29)%  6,322   8,787   (28)%

Selling, general and administrative expenses

  4,604   5,264   (13)%  15,051   16,074   (6)%  4,727   5,337   (11)%

Restructuring charges

  113   158   (28)%  206   373   (45)%  1,361   70   1,844%

Earnings from operations

  1,917   4,875   (61)%  7,398   15,578   (53)%  234   3,380   (93)%

Interest expense

  343   355   (3)%  1,010   1,080   (6)%  510   333   53%

Interest and other income

  430   227   89%  1,177   809   45%  749   378   98%

Earnings before income taxes

  2,004   4,747   (58)%  7,565   15,307   (51)%  473   3,425   (86)%

Income tax provision

  129   638   (80)%  759   1,852   (59)%

Income tax (benefit) provision

  (921)  475   (294)%

Net earnings

 $1,875  $4,109   (54)% $6,806  $13,455   (49)% $1,394  $2,950   (53)%
                                    

Earnings per share:

                                    

Basic earnings per share

 $0.09  $0.20   (55)% $0.34  $0.66   (48)% $0.07  $0.15   (53)%
                                    

Diluted earnings per share

 $0.09  $0.20   (55)% $0.34  $0.66   (48)% $0.07  $0.15   (53)%

 

NetNet Sales

 

The Company’s total net sales worldwide in the 13 weeks and 39 weeks ended November 27, 2016May 28, 2017 decreased to $26.5$27.4 million and $87.0 million, respectively, from $34.3 million and $110.1$31.5 million in the 13 weeks and 39 weeks, respectively, ended NovemberMay 29, 20152016, primarily as a result of lower sales of the Company’s printed circuit materials products in Asia, and North America and lowerEurope, partially offset by higher sales of the Company’s aerospace composite materials, structures and assemblies products.

 

The Company’s total net sales of its printed circuitaerospace composite materials, structures and assemblies products were $19.0 million and $63.0$8.7 million in the 13 weeks and 39 weeks, respectively, ended November 27, 2016,May 28, 2017, or 72% and 72%, respectively,32% of the Company’s total net sales worldwide in such periods,period, compared to $25.5 million and $79.8$7.7 million in the 13 weeks and 39 weeks, respectively, ended NovemberMay 29, 2015,2016, or 74% and 73%, respectively,24% of the Company’s total net sales worldwide in such periods.period. The Company’s total net sales of its aerospace compositeprinted circuit materials structures and assemblies products were $7.5 million and $24.0$18.7 million in the 13 weeks and 39 weeks, respectively, ended November 27, 2016,May 28, 2017, or 28% of the Company’s total net sales worldwide in both such periods, compared to $8.9 million and $30.3 million in the 13 weeks and 39 weeks, respectively, ended November 29, 2015, or 26% and 27%, respectively,68% of the Company’s total net sales worldwide in such periods.period, compared to $23.8 million in the 13 weeks ended May 29, 2016, or 76% of the Company’s total net sales worldwide in such period.

 

The Company's foreign sales were $13.4$12.0 million and $41.1 million, respectively, in the 13 weeks and 39 weeks ended November 27, 2016,May 28, 2017, or 51% and 47%, respectively,44% of the Company's total net sales worldwide in such periods,period, compared to $16.3$14.7 million and $52.4 million, respectively, of foreign sales, or 47% and 48%, respectively, of total net sales worldwide in last fiscal year's comparable periods.period. The Company’s foreign sales in the 13-week and 39-week periodsperiod ended November 27, 2016May 28, 2017 decreased 18% and 22%, respectively, from the 2016last fiscal year’s comparable periods. The decrease in the 13-week and 39-week periods wasperiod, primarily due to the lower sales in Asia described above.Asia.

 

 

 

In the 13 weeks ended November 27, 2016,May 28, 2017, the Company’s sales in North America, Asia and Europe were 49%56%, 41%37% and 10%7%, respectively, of the Company’s total net sales worldwide compared to 53%, 40%39% and 7%8%, respectively, in the 13 weeks ended NovemberMay 29, 2015. In the 39 weeks ended November 27, 2016, the Company’s sales in North America, Asia and Europe were 53%, 39% and 8%, respectively, of the Company’s total net sales worldwide compared to 53%, 41% and 6%, respectively, in the 39 weeks ended November 29, 2015.2016. The Company’s sales in North America decreased 28%8%, its sales in Asia decreased 22%17% and its sales in Europe increased 4%decreased 21% in the 13-week period ended November 27, 2016May 28, 2017 compared to the 13-week period ended NovemberMay 29, 2015, and its sales in North America decreased 20%, its sales in Asia decreased 25% and its sales in Europe increased 3% in the 39-week period ended November 27, 2016 compared to the 39-week period ended November 29, 2015.2016.

 

During the 13-week periods13 weeks ended November 27, 2016 and November 29, 2015, total netMay 28, 2017, the Company’s sales worldwide of its high performance printed circuit materials were 94%92% of the Company’s total net sales worldwide of printed circuit materials. Duringmaterials compared to 94% during the 39-week periods13 weeks ended November 27, 2016 and NovemberMay 29, 2015, the Company’s total net sales worldwide of high performance printed circuit materials were 93% of the Company’s total net sales worldwide of printed circuit materials.2016.

 

The Company’s high performance printed circuit materials (non-FR4 printed circuit materials) include high-speed, low-loss materials for digital and RF/microwave applications requiring lead-free compatibility and high bandwidth signal integrity, allylated polyphenylene ether (“APPE”) materials, bismalimide triazine (“BT”) materials, polyimides for applications that demand extremely high thermal performance and reliability, cyanate esters, quartz reinforced materials, and polytetrafluoroethylene (“PTFE”) and modified epoxy materials for RF/microwave systems that operate at frequencies ofup to at least 79GHz.

Gross Profit

 

The Company’s gross profitsprofit in the 13 weeks and 39 weeks ended November 27, 2016 wereMay 28, 2017 was lower than itsthe gross profitsprofit in the prior year’s comparable periods,period, and the gross profitsprofit as percentagesa percentage of sales for the Company’s worldwide operations in the 13 weeks and 39 weeks ended November 27, 2016May 28, 2017 decreased to 25.1% and 26.0%, respectively,23.1% from 30.0% and 29.1%, respectively,27.9% in the 13 weeks and 39 weeks ended NovemberMay 29, 20152016, primarily due to lower sales and production levels of the Company’sits printed circuit materials products in North America, Asia and North America. Europe, partially offset by higher sales and production levels of its aerospace composite materials, structures and assemblies products.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses decreased by $660,000$610,000 during the 13 weeks ended November 27, 2016,May 28, 2017, or by 13%, and decreased by $1,023,000 during the 39 weeks ended November 27, 2016, or by 6%11%, compared to last fiscal year's comparable periods,period, and these expenses, measured as percentagesa percentage of sales, were 17.4%17.2% and 17.3%, respectively,16.9% in the 13 weeks ended May 28, 2017 and 39 weeks ended November 27,May 29, 2016, compared to 15.3% and 14.6%, respectively,respectively. The decrease in such expenses during the 13 weeks ended May 28, 2017 was primarily the result of lower payroll, bonus, profit sharing and 39stock option expenses and lower shipping expenses due to the decrease in sales. During the 13 weeks ended November 29, 2015.May 28, 217, selling, general and administrative expenses included a one-time litigation expense of $375,000.


 

Selling, general and administrative expenses included stock option expenses of $264,000$240,000 and $968,000, respectively,$352,000 for the 13 weeks ended May 28, 2017 and 39 weeks ended November 27,May 29, 2016, compared to stock option expenses of $351,000 and $1,192,000, respectively, for the 13 weeks and 39 weeks ended November 29, 2015.respectively.

 

Restructuring Charges

 

In the 13 weeks and 39 weeks ended November 27, 2016,May 28, 2017, the Company recorded pre-tax restructuring charges of $113,000 and $206,000, respectively, compared to $158,000 and $373,000, respectively, in the 13 weeks and 39 weeks ended November 29, 2015,$1,361,000 in connection with the closuresconsolidation of the Company’s California and Arizona business units and the closure in prior yearsfiscal year 2009 of its facilitiesthe New England Laminates Co., Inc. facility located in Zhuhai, China and Newburgh, New York. In the 13 weeks ended May 29, 2016 the Company recorded a pre-tax restructuring charge of $70,000 related to the Newburgh facility closure.

The Company expects to incur a pre-tax charge in connection with the consolidation of approximately $5,000 to $5,500. This charge is expected to be incurred primarily during the first nine months of the fiscal year ending February 25, 2018. In addition to this charge, the Company expects to incur duplicative pre-tax costs of $300 during the same nine-month period. When the consolidation is complete, the Company expects an ongoing pre-tax benefit from the consolidation of approximately $3,000 to $3,500 per year consisting of reduced labor and operating costs.The consolidation is in response to declining sales and earnings in the U.S. 


 

Earnings from Operations

 

For the reasons set forth above, the Company's earnings from operations were $1.9$0.2 million and $7.4 million, respectively, for the 13 weeks ended May 28, 2017, which included the aforementioned restructuring charge of $1,361,000 and 39the one-time litigation expense of $375,000,compared to $3.4 million for the 13 weeks ended November 27,May 29, 2016, which included the aforementioned restructuring chargescharge of $113,000 and $206,000, respectively, compared to $4.9 million and $15.6 million, respectively, for the 13 weeks and 39 weeks ended November 29, 2015, which included the aforementioned restructuring charges of $158,000 and $373,000, respectively.$70,000.

 

Interest Expense

 

Interest expense in the 13 weeks and 39 weeks ended November 27, 2016May 28, 2017 related to the Company’s outstanding borrowings under the three-year revolving credit facility agreement, as amended, that the Company entered into with HSBC Bank in the fourth quarter of the 2016 fiscal year.2016. The agreement provides for an interest rate on the outstanding loan balance of LIBOR plus 1.15% to 2.65%. Other interest rate options are available to the Company under the agreement. See “Liquidity and Capital Resources” elsewhere in this Item 2 and Note 5 of the Notes to Consolidated Financial Statements included elsewhere in this Report for additional information.

 

Interestand OtherIncome

 

Interest income was $430,000$749,000 and $1,177,000, respectively,$378,000 for the 13 weeks ended May 28, 2017 and 39 weeks ended November 27,May 29, 2016, compared to $227,000 and $809,000, respectively, for last fiscal year's comparable periods.respectively. Interest income increased 89% and 45%, respectively,98% for the 13 weeks and 39 weeks ended November 27, 2016May 28, 2017, primarily as a result of higher weighted average market interest rates, longer average maturities of marketable securities held by the Company and larger average balances of marketable securities held by the Company in the 13 weeks and 39 weeks ended November 27, 2016May 28, 2017 compared to last fiscal year's comparable periods.period. During the 3913 weeks ended November 27, 2016,May 28, 2017, the Company earned interest income principally from its investments, which were primarily in short-term instruments and money market funds.

 

Income Tax Provision

 

The Company's effective income tax ratesrate for the 13 weeks and 39 weeks ended November 27, 2016 were 6.4% and 10.0%, respectively,May 28, 2017 was negative 194.3% compared to 13.4% and 12.1%, respectively,13.9% for the 13 weeks and 39ended May 29, 2016. The effective tax rate for the 13 weeks ended November 29, 2015. TheMay 28, 2017 was lower than the effective tax rates wererate for the 13 weeks ended May 29, 2016, primarily due to lower taxable incomethe impact of the aforementioned restructuring charges and the reversal of a tax reserve of $688,000 in low tax rate jurisdictions offsetting taxable losses in higher tax rate jurisdictions.the 13 weeks ended May 28, 2017.


 

Net Earnings

 

For the reasons set forth above, the Company's net earnings for the 13 weeks and 39 weeks ended November 27, 2016May 28, 2017 were $1.9$1.4 million, and $6.8 million, respectively, including the pre-tax restructuring chargescharge described above, compared to net earnings of $4.1 million and $13.5$3.0 million for the 13 weeks and 39 weeks, respectively, ended NovemberMay 29, 2015,2016, including the pre-tax restructuring chargescharge described above.

 

Basic and Diluted Earnings Per Share

 

In the 13 weeks and 39 weeks ended November 27, 2016, basicBasic and diluted earnings per share for the 13 weeks ended May 28, 2017 were $0.09$0.07, including the pretax consolidation and $0.34, respectively, including, in both such periods, the restructuring charges and the one-time litigation expense described above. Thisabove, compared to basic and diluted earnings per share of $0.20 and $0.66 in$0.15 for the 13 weeks and 39 weeks, respectively, ended NovemberMay 29, 2015,2016, including in both such periods, the pretax restructuring chargescharge described above. The net impact of the restructuring chargesitems described above reducedwas to reduce basic and diluted earnings per share by $0.01 in each of the 13-week periods ended November 27, 2016$0.05 and November 29, 2015 and reduced basic and diluted earnings per share by $0.01$0.00 in the 3913 weeks ended NovemberMay 28, 2017 and May 29, 2015.2016, respectively.


 

Liquidity and Capital Resources:

 

(amounts in thousands)

 

November 27,

  

February 28,

     
  

2016

  

2016

  

Increase

 
             

Cash and marketable securities

 $238,824  $237,425  $1,399 

Restricted cash

  10,000   10,000   - 

Working capital

  256,140   255,507   633 

 

  

39 Weeks Ended

 

(amounts in thousands)

 

November 27,

  

November 29

     
  

2016

  

2015

  

Increase

 
             

Net cash provided byoperating activities

 $10,666  $6,786  $3,880 

Net cash provided by (used in)investing activities

  6,129   (21,937)  28,066 

Net cash used in financingactivities

  (8,320)  (50,504)  42,184 
             

(amounts in thousands)

 

May 28,

  

February 26

     
  

2017

  

2017

  

(Decrease)

 

Cash and marketable securities

 $237,800  $238,590  $(790)

Restricted cash

  10,000   10,000   - 

Working capital

  253,682   255,007   (1,325)

  

13 Weeks Ended

 

(amounts in thousands)

 

May 28,

  

May 29,

  (Decrease) 
  

2017

  

2016

  

Increase

 

Net cash provided byoperating activities

 $2,550  $8,415  $(5,865)

Net cash (used in) provided byinvesting activities

  (54,909)  3,481   (58,390)

Net cash used in financingactivities

  (2,767)  (2,773)  6 
             

 

Cash and Marketable Securities

 

Of the $248.8$247.8 million of cash, and marketable securities and restricted cash at November 27, 2016, $238.0May 28, 2017, $238.3 million was owned by certain of the Company’s wholly owned foreign subsidiaries. The Company believes it has sufficient liquidity to fund its operating activities through the end of the 20172018 fiscal year and for the foreseeable future thereafter.


 

The change in cash, marketable securities and restricted cash at November 27, 2016May 28, 2017 compared to February 28, 201626, 2017 was the result of cash used in operating activities and a number of additional factors. The significant changes in cash flows from operating activities were as follows:

 

 

accounts receivable decreased by 29%increased 3% at November 27, 2016May 28, 2017 compared to February 28, 2016, primarily26, 2017 due to lower salesthe timing of shipments in the 13 weeks ended November 27, 2016 than in the 13 weeks ended FebruaryMay, 28, 2016;2017;

 

 

inventory increasedinventories decreased by 23%2% at November 27, 2016May 28, 2017 compared to February 28, 2016,26, 2017, primarily due to decreases in raw materials principally as a result of the timing of purchases of raw materials;and shipments;

 

 

prepaid expenses and other current assets increased by 15% at May 28, 2017 compared to February 26, 2017 due to higher accrued interest receivable on marketable securities;

accounts payable decreased by 24%13% at November 27, 2016May 28, 2017 compared to February 28, 2016,26, 2017, primarily due to the timing of vendor payments and raw material purchases from suppliers; and


 

 

income taxes payable decreasedaccrued liabilities increased by 57%54% at November 27, 2016May 28, 2017 compared to February 28, 2016,26, 2017 primarily due to income tax payments made during the 39 weeks ended November 27, 2016.accrual of restructuring costs related to the consolidation of the Company’s Nelco Products, Inc. business unit in California and its Neltec, Inc. business unit in Arizona.

 

In addition, the Company paid $6.1$2.0 million in cash dividends in each of the 39-week13-week periods ended November 27, 2016May 28, 2017 and NovemberMay 29, 2015.2016. During the 3913 weeks ended November 27, 2016,May 28, 2017, the Company also made $2.3 million ofa $750,000 principal paymentspayment on its long-term debt. During the 39 weeks ended November 29, 2015, the Company also received $2.0 million of proceeds from the sale of the Nelco Zhuhai building in Zhuhai, China, made $7.5 million of principal payments on its long-term debt and purchased shares of its common stock at an aggregate cost of $11.9 million.

 

Working Capital

 

WorkingThe decrease in working capital did not change significantly at November 27, 2016May 28, 2017 compared to February 28, 2016.26, 2017 was due principally to the increase in accrued expenses and decreases in cash and marketable securities and inventories partially offset by decreases in accounts receivable and prepaid expenses and other current assets, and increase in accounts payable.

 

The Company's current ratio (the ratio of current assets to current liabilities) was 19.817.6 to 1 at November 27, 2016May 28, 2017 compared to 16.319.1 to 1 at February 28, 2016.26, 2017.

 

Cash Flows

 

During the 3913 weeks ended November 27, 2016,May 28, 2017, the Company's net earnings, before depreciation and amortization, stock-based compensation and amortization of bond premium, were $2.5 million. Such earnings were increased by changes in operating assets and liabilities of $0.1 million, resulting in $2.6 million of cash flow provided by operating activities were $10.7 million.activities. During the same 39-week13-week period, the Company expended $194,000$105,000 for the purchase of property, plant and equipment, compared with $320,000$41,000 during the 39-weeks13 weeks ended NovemberMay 29, 2015.2016.  The Company paid $6.1$2.0 million in cash dividends in each of the 39-week13-week periods ended November 27, 2016May 28, 2017 and NovemberMay 29, 2015, respectively.2016.  In addition, during the 39 week13-week period ended November 29, 2015,May 28, 2017, the Company received $2.0 million in proceeds from the sale of the Nelco Zhuhai building in Zhuhai, China, made $7.5 million ofa $750,000 principal paymentspayment on its long-term debt and purchased shares of its common stock at an aggregate cost of $11.9 million.debt.

 

Debt

 

At November 27, 2016May 28, 2017 and February 28, 2016,26, 2017, the Company had $72.8$71.3 million and $75.0$72.0 million of bank debt, respectively. In the fourth quarter of 2016, the Company entered into a three-year revolving credit facility agreement (the “Credit Agreement”) with HSBC Bank. The Credit Agreement provides for loans up to $75.0 million to the Company and letters of credit up to $2.0 million for the account of the Company, and subject to the terms and conditions of the Credit Agreement, an interest rate on the outstanding loan balance of LIBOR plus 1.15% to LIBOR plus 2.65%. The Credit Agreement contains certain customary affirmative and negative covenants and customary financial covenants. In the event that the Company breaches a covenant that is deemed to be a default under the Credit Agreement requiring prepayment of the outstanding borrowings, the Company has sufficient liquidity to prepay the outstanding amount, as well as any related income taxes for potentially repatriated funds, at any time, and such prepayment would not have a material adverse effect on the Company’s consolidated results of operations, cash flows or financial position. For additional information, see Note 5 of the Notes to Consolidated Financial Statements included elsewhere in this Report.

 


Other Liquidity Factors

 

The Company believes its financial resources will be sufficient, through the end of the 2017 fiscal year 2018 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, appropriate acquisitions and other expansions of the Company's business.


 

The Company is not aware of any circumstances or events that are reasonably likely to occur that could materially affect its liquidity.

 

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 commitments to purchase raw materials and (ii) the bank debt described above. 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 $1.0 million 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 7,2, “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, 2016.26, 2017. There have been no significant changes to such accounting policies during the 20172018 fiscal year thirdfirst quarter.

In May 2014, the FASB issued Accounting Standards Codification (“ASC”) Topic 606,Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in ASC Topic 605,Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. This guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and expands the related disclosure requirements. The new standard was originally scheduled to be effective for fiscal years beginning after December 15, 2016, including interim reporting periods within those fiscal years. In August 2015, the FASB delayed the effective date of this guidance for one year. With the delay, the new standard is effective for fiscal years beginning after December 15, 2017, and interim periods therein, with an option to adopt the standard on the originally scheduled effective date. The Company has concluded that this new guidance will not have a significant impact on its consolidated results of operations, cash flows, financial position and disclosures.

  

Contingencies:

 

The Company is subject to a number of 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 ResultsResults..

 

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, forecast,forecasted, estimated or budgeted by the Company in forward-looking statements. Such factors include, but are not limited to, general conditions in the electronics and aerospace industries, 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 in Item 1A “Risk Factors” and under the caption "Factors That May Affect Future Results" after Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2016.26, 2017.

 

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

 

The Company's market risk exposure at November 27, 2016May 28, 2017 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, 2016.26, 2017.

 

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 27, 2016,May 28, 2017, 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 Reportreport relates that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 


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, 2016.26, 2017.

 

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 Stockcommon stock acquired by the Company during each month included in the Company’s 20172018 fiscal year thirdfirst quarter ended November 27, 2016.May 28, 2017.

 

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 29 - September 27

  0  $-   0  
              

September 28 - October 27

  0  $-   0  
              

October 28 - November 27

  0  $-   0  
       -      

Total

  0  $-   0 

1,531,412 (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.

  

 


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

              

February 27 - March 28

  0  $-   0  
              

March 29 - April 28

  0  $-   0  
              

April 29 - May 28

  0  $-   0  
       -      

Total

  0  $-   0 

1,531,412 (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.


 

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 27, 2016,May 28, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at November 27, 2016May 28, 2017 (unaudited) and February 28, 2016;26, 2017; (ii) Consolidated Statements of Operations for the 13 weeks ended May 28, 2017 and 39 weeks ended November 27,May 29, 2016 and November 29, 2015 (unaudited); (iii) Consolidated Statements of Comprehensive Earnings for the 13 weeks ended May 28, 2017 and 39 weeks ended November 27,May 29, 2016 and November 29, 2015 (unaudited); and (iv) Condensed Consolidated Statements of Cash Flows for the 3913 weeks ended November 27,May 28, 2017 and May 29, 2016 and November 29, 2015 (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.

 

 

 

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 Electrochemical Corp.

                  ------------------------------

 (Registrant)

 /s/ Brian E. Shore

Date: July 7, 2017                                                      -----------------------------------

Brian E. Shore

Chief Executive Officer

(principal executive officer)                          

/s/ P. Matthew Farabaugh     

-----------------------------------

Date: July 7, 2017                                                                P. Matthew Farabaugh

Senior Vice President and Chief Financial Officer

(principal financial officer)

(principal accounting officer)

 

Park Electrochemical Corp.

(Registrant)

/s/ Brian E. Shore
Date: January 6, 2017Brian E. Shore
Chief Executive Officer
(principal executive officer)
s/ P. Matthew Farabaugh
Date: January 6, 2017P. Matthew Farabaugh
Senior Vice President and Chief Financial Officer
(principal financial officer)

 

 

 

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 27, 2016,May 28, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at November 27, 2016May 28, 2017 (unaudited) and February 28, 2016;26, 2017; (ii) Consolidated Statements of Operations for the 13 weeks ended May 28, 2017 and 39 weeks ended November 27,May 29, 2016 and November 29, 2015 (unaudited); (iii) Consolidated Statements of Comprehensive Earnings for the 13 weeks ended May 28, 2017 and 39 weeks ended November 27,May 29, 2016 and November 29, 2015 (unaudited); and (iv) Condensed Consolidated Statements of Cash Flows for the 3913 weeks ended November 27,May 28, 2017 and May 29, 2016 and November 29, 2015 (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.

 

 

 

2927