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New York
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11-1734643
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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48 South Service Road, Melville, N.Y.
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11747
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(Address of Principal Executive Offices)
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(Zip Code)
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(631) 465-3600
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(Registrant's Telephone Number, Including Area Code)
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Not Applicable
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(Former Name, Former Address and Former Fiscal Year,
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if Changed Since Last Report)
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Page
Number
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| PART I. | FINANCIAL INFORMATION: | |
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Item 1.
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Financial Statements
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Condensed Consolidated Balance Sheets
May 29, 2011 (Unaudited) and February 27, 2011
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3
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Consolidated Statements of Operations
13 weeks ended May 29, 2011 and May 30, 2010 (Unaudited)
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4
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Condensed Consolidated Statements of Cash Flows
13 weeks ended May 29, 2011 and May 30, 2010
(Unaudited)
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5
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Notes to Condensed Consolidated Financial Statements (Unaudited)
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6
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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14
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Factors That May Affect Future Results
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23
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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23
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Item 4.
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Controls and Procedures
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23
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PART II.
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OTHER INFORMATION:
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Item 1.
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Legal Proceedings
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25
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Item 1A.
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Risk Factors
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25
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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25
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Item 3.
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Defaults Upon Senior Securities
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25
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Item 4.
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Reserved
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25
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Item 5.
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Other Information
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25
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Item 6.
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Exhibits
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26
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SIGNATURES
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27
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EXHIBIT INDEX
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28
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May 29, 2011
(Unaudited)
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February 27,
2011
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|||||||
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ASSETS
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||||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$ | 164,872 | $ | 112,195 | ||||
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Marketable securities (Note 4)
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91,084 | 138,249 | ||||||
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Accounts receivable, net
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30,231 | 29,822 | ||||||
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Inventories (Note 5)
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14,268 | 12,888 | ||||||
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Prepaid expenses and other current assets
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3,484 | 3,805 | ||||||
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Total current assets
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303,939 | 296,959 | ||||||
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Property, plant and equipment, net
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41,379 | 41,292 | ||||||
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Goodwill
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7,576 | 6,476 | ||||||
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Other assets
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9,416 | 9,081 | ||||||
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Total assets
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$ | 362,310 | $ | 353,808 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
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Current liabilities:
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||||||||
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Accounts payable
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$ | 11,160 | $ | 9,944 | ||||
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Accrued liabilities
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10,039 | 9,497 | ||||||
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Income taxes payable
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6,766 | 5,812 | ||||||
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Total current liabilities
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27,965 | 25,253 | ||||||
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Deferred income taxes
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1,460 | 1,460 | ||||||
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Other liabilities (Note 7)
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1,637 | 1,787 | ||||||
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Total liabilities
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31,062 | 28,500 | ||||||
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Stockholders' equity:
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||||||||
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Common stock
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2,072 | 2,072 | ||||||
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Additional paid-in capital
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154,780 | 154,459 | ||||||
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Retained earnings
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171,965 | 166,795 | ||||||
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Treasury stock, at cost
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(1 | ) | (1 | ) | ||||
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Accumulated other comprehensive income
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2,432 | 1,983 | ||||||
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Total stockholders' equity
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331,248 | 325,308 | ||||||
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Total liabilities and stockholders’ equity
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$ | 362,310 | $ | 353,808 | ||||
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*The balance sheet at February 27, 2011 has been derived from the audited financial statements at that date.
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||||||||
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13 weeks ended
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||||||||
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(Unaudited)
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||||||||
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May 29, 2011
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May 30, 2010
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|||||||
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Net sales
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$ | 51,817 | $ | 59,026 | ||||
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Cost of sales
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35,848 | 38,863 | ||||||
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Gross profit
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15,969 | 20,163 | ||||||
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Selling, general and
administrative expenses
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7,550 | 7,762 | ||||||
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Earnings from operations
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8,419 | 12,401 | ||||||
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Interest income and other income
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221 | 76 | ||||||
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Earnings from operations before income taxes
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8,640 | 12,477 | ||||||
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Income tax provision
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1,398 | 2,608 | ||||||
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Net earnings
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$ | 7,242 | $ | 9,869 | ||||
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Earnings per share (Note 8)
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||||||||
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Basic
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$ | 0.35 | $ | 0.48 | ||||
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Diluted
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$ | 0.35 | $ | 0.48 | ||||
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Weighted average number of common and common equivalent shares outstanding:
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||||||||
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Basic shares
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20,723 | 20,561 | ||||||
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Diluted shares
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20,820 | 20,608 | ||||||
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Dividends per share
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$ | 0.10 | $ | 0.10 | ||||
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13 Weeks Ended
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||||||||
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(Unaudited
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||||||||
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May 29, 2011
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May 30, 2010
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Cash flows from operating activities:
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Net earnings
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$ | 7,242 | $ | 9,869 | ||||
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Depreciation and amortization
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1,429 | 1,746 | ||||||
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Amortization of bond premium
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361 | 192 | ||||||
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Stock-based compensation
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210 | 289 | ||||||
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Change in operating assets and liabilities
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964 | (3,627 | ) | |||||
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Net cash provided by operating activities
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10,206 | 8,469 | ||||||
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Cash flows from investing activities:
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Purchases of property, plant and equipment
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(1,503 | ) | (607 | ) | ||||
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Purchases of marketable securities
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(21,993 | ) | (109,267 | ) | ||||
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Proceeds from sales and maturities of
marketable securities
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69,007 | 59,328 | ||||||
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Business acquisition
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(1,100 | ) | (1,100 | ) | ||||
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Net cash provided by (used in) investing
activities
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44,411 | (51,646 | ) | |||||
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Cash flows from financing activities:
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Dividends paid
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(2,072 | ) | (2,054 | ) | ||||
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Proceeds from exercise of stock options
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109 | 1,477 | ||||||
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Tax benefits from exercise of stock options
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2 | 460 | ||||||
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Net cash used in financing activities
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(1,961 | ) |
(117
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) | ||||
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Change in cash and cash equivalents before
exchange rate changes
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52,656 | (43,294 | ) | |||||
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Effect of exchange rate changes on cash
and cash equivalents
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21 | 77 | ||||||
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Change in cash and cash equivalents
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52,677 | (43,217 | ) | |||||
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Cash and cash equivalents, beginning of
period
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112,195 | 134,030 | ||||||
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Cash and cash equivalents, end of period
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$ | 164,872 | $ | 90,813 | ||||
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Supplemental cash flow information:
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Cash paid during the period for income taxes
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$ | 436 | $ | 632 | ||||
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1.
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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2.
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ACCOUNTS RECEIVABLE
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The majority of the Company’s accounts receivable are due from purchasers of the Company’s printed circuit materials. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are due within established payment terms and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than established payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they become uncollectible.
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3.
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FAIR VALUE MEASUREMENTS
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4.
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MARKETABLE SECURITIES
|
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Gross
|
Gross
|
|||||||||||
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Unrealized
|
Unrealized
|
Estimated
|
||||||||||
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Gains
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Losses
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Fair Value
|
||||||||||
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May 29, 2011:
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||||||||||||
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U.S. Treasury and other
government securities
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$ | 78 | $ | - | $ | 54,837 | ||||||
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U.S. corporate debt securities
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113 | 2 | 36,247 | |||||||||
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Total marketable securities
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$ | 191 | $ | 2 | $ | 91,084 | ||||||
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February 27, 2011:
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||||||||||||
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U.S. Treasury and other
government securities
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$ | 39 | $ | 78 | $ | 94,777 | ||||||
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U.S. corporate debt securities
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47 | 12 | 43,472 | |||||||||
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Total marketable securities
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$ | 86 | $ | 90 | $ | 138,249 | ||||||
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Due in one year or less
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$ | 41,304 | ||
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Due after one year through five years
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49,780 | |||
| $ | 91,084 |
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5.
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INVENTORIES
|
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Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories consisted of the following:
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May 29, 2011
|
February 27, 2011
|
|||||||
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Raw materials
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$ | 7,494 | $ | 6,257 | ||||
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Work-in-progress
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3,014 | 2,927 | ||||||
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Finished goods
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3,464 | 3,404 | ||||||
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Manufacturing supplies
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296 | 300 | ||||||
| $ | 14,268 | $ | 12,888 | |||||
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6.
|
STOCK-BASED COMPENSATION
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As of May 29, 2011, the Company had a 1992 Stock Option Plan and a 2002 Stock Option Plan, and no other stock-based compensation plan. Both Stock Option Plans have been approved by the Company’s stockholders and provide for the grant of stock options to directors and key employees of the Company. All options granted under such Plans 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 Plans, is the reported closing price of the common stock on the New York Stock Exchange on the date preceding the date the option is granted. Options granted under the Plans become exercisable 25% one year from the date of grant, with an additional 25% exercisable each succeeding anniversary of the date of grant, and expire 10 years from the date of grant. The authority to grant additional options under the
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1992 Stock Option Plan expired on March 24, 2002, and options to purchase a total of 1,800,000 shares of common stock were authorized for grant under the 2002 Stock Option Plan. At May 29, 2011, 1,748,545 shares of common stock of the Company were reserved for issuance upon exercise of stock options under the 1992 Stock Option Plan and the 2002 Stock Option Plan and 951,306 options were available for future grant under the 2002 Stock Option Plan. No options of common stock were granted during the 13 week periods ended May 29, 2011 and May 30, 2010, respectively.
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The Company records its stock-based compensation at fair value.
|
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Weighted Average
|
||||||||||||||||
|
Weighted
Average
|
Remaining Contract
|
Aggregated
|
||||||||||||||
|
Options
|
Exercise
Price
|
Life in
Months
|
Intrinsic
Value
|
|||||||||||||
|
Outstanding at February 27, 2011
|
802,089 | $ | 26.05 | 66.67 | $ | 4,684 | ||||||||||
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Granted
|
- | - | ||||||||||||||
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Exercised
|
(4,450 | ) | 24.49 | |||||||||||||
|
Terminated or expired
|
(400 | ) | 24.39 | |||||||||||||
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Outstanding at May 29, 2011
|
797,239 | $ | 26.06 | 52.32 | $ | 2,269 | ||||||||||
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Exercisable at May 29, 2011
|
584,395 | $ | 25.79 | 41.26 | $ | 2,091 | ||||||||||
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Shares Subject
to Options
|
Weighted Average Grant Date Fair
Value
|
|||||||
|
Nonvested at February 27, 2011
|
212,919 | $ | 6.31 | |||||
|
Granted
|
- | - | ||||||
|
Vested
|
- | - | ||||||
|
Terminated
|
(75 | ) | 8.15 | |||||
|
Nonvested at May 29, 2011
|
212,844 | $ | 6.31 | |||||
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7.
|
RESTRUCTURING CHARGES
|
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As of February 27, 2011, the Company had remaining obligations of $1,314 related to the closure of the Neltec Europe SAS business unit. The Company paid $7 of these obligations in the 13 weeks ended May 29, 2011 and expects to pay the remaining $1,307 during the 2012 fiscal year.
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During the 2004 fiscal year, the Company recorded charges related to the realignment of its North American volume printed circuit materials operations. The charges were for employment termination benefits of $1,258, which were fully paid in fiscal year 2004, and lease and other obligations of $7,292. All costs other than the lease obligations were settled prior to fiscal year 2007. The future lease obligations are payable through September 2013. The remaining balances on the lease obligations relating to the realignment were $1,066 and $1,182 as of May 29, 2011 and February 27, 2011, respectively. For the 13 weeks ended May 29, 2011, the Company applied $116 of lease payments against such lease obligations.
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8.
|
EARNINGS PER SHARE
|
|
13 weeks ended
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||||||||
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May 29, 2011
|
May 30, 2010
|
|||||||
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Net Earnings
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$ | 7,242 | $ | 9,869 | ||||
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Weighted average common shares
outstanding for basic EPS
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20,723 | 20,561 | ||||||
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Net effect of dilutive options
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97 | 47 | ||||||
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Weighted average shares outstanding for diluted EPS
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20,820 | 20,608 | ||||||
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Basic earnings per share
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$ | 0.35 | $ | 0.48 | ||||
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Diluted earnings per share
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$ | 0.35 | $ | 0.48 | ||||
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9.
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SHAREHOLDERS’ EQUITY
|
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10.
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INCOME TAXES
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|
|
The Company’s effective tax rate for the 13-week period ended May 29, 2011 was 16.2% compared to 20.9% for the 13-week period ended May 30, 2010. The effective rates varied from the U.S. Federal statutory rate primarily due to foreign income taxed at lower rates.
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During the third quarter of the 2010 fiscal year, the Company received a retroactive extension and amendment of a development and expansion tax incentive in Singapore for the period July 1, 2007 through June 30, 2011. The extension and amendment provided for reduced tax rates for taxable income in excess of a stipulated base level of taxable income. The Company’s policy is to include applicable interest and penalties related to unrecognized tax benefits as a component of income tax expense.
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The Internal Revenue Service (the “IRS”) conducted an examination of the Company’s tax returns for the fiscal years ended 2006, 2007 and 2008. The Company recorded additional reserves and current payables of $385 in fiscal year 2011 based on preliminary findings by the IRS primarily related to transfer pricing. As a result of completing the examination in the first quarter of the 2012 fiscal year, the Company accrued additional current tax liabilities of $250. Upon paying the $1,005 Federal tax assessment, unrecognized tax benefits of $2,044, which were disclosed in Note 7 of the Notes to Consolidated Financial Statements in Item 8 of Part II of the Company’s Form 10-K Annual Report for the fiscal year ended February 27, 2011, will decrease by $755.
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11.
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COMPREHENSIVE INCOME
|
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The following table summarizes the components of comprehensive income for the 13 weeks ended May 29, 2011 and May 30, 2010:
|
|
13 weeks ended
|
||||||||
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May 29, 2011
|
May 30, 2010
|
|||||||
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Net earnings
|
$ | 7,242 | $ | 9,869 | ||||
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Exchange rate changes
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326 | 153 | ||||||
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Net unrealized gain(loss)
on marketable securities,
net of tax
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123 | (80 | ) | |||||
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Comprehensive income
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$ | 7,691 | $ | 9,942 | ||||
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12.
|
GEOGRAPHIC REGIONS
|
| 13 weeks ended | ||||||||
|
May 29, 2011
|
May 30, 2010
|
|||||||
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Sales
:
|
||||||||
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North America
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$ | 21,840 | $ | 26,718 | ||||
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Europe
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5,417 | 7,526 | ||||||
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Asia
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24,560 | 24,782 | ||||||
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Total sales
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$ | 51,817 | $ | 59,026 | ||||
|
May 29, 2011
|
February 27, 2011
|
|||||||
|
Long-lived assets
:
|
||||||||
|
North America
|
$ | 38,843 | $ | 38,072 | ||||
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Europe
|
439 | 444 | ||||||
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Asia
|
19,089 | 18,333 | ||||||
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Total long-lived assets
|
$ | 58,371 | $ | 56,849 | ||||
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13.
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CONTINGENCIES
|
|
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a.
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Litigation
– The Company is subject to a small 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.
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|
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b.
|
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 eight sites. In addition, two subsidiaries of the Company have received cost recovery claims under the Superfund Act or a similar state law from other private parties involving two other sites, and a subsidiary of the Company has received requests from the EPA under the Superfund Act for information with respect to its involvement at three other 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 agreed to pay, or reimburse the Company and its subsidiaries for, 100% of their legal defense and remediation costs associated with three of these sites and 25% of such costs associated with another one of these sites.
|
|
|
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 liquidity, capital resources, business or consolidated results of operations or financial position of the Company. However, one or more of such environmental matters could have a significant negative impact on the Company's consolidated results of operations or financial position for a particular reporting period.
|
|
|
c.
|
Acquisition
– The Company is obligated to pay up to an additional $2,200 over the next two years depending on the achievement of specified earn-out objectives in connection with the acquisition by the Company’s wholly owned subsidiary, Park Aerospace Structures Corp., of substantially all the assets and business of Nova Composites, Inc., located in Lynnwood, Washington, in addition to a cash purchase price of $4,500 paid at the closing of the acquisition on April 1, 2008 and additional payments of $1,100 in the first quarter of the 2012 fiscal year, $1,100 in the first quarter of the 2011 fiscal year and $1,025 in the second quarter of the 2010 fiscal year pursuant to the earn-out provision. Such additional payments were recorded as additional goodwill, and any additional amount paid will be recorded as goodwill.
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and
Results of Operations
.
|
|
Item 3
.
|
Quantitative and Qualitative Disclosure About Market Risk
.
|
|
Item 4
.
|
Controls and Procedures
.
|
|
Item 1
.
|
Legal Proceedings
.
|
|
Item 1A
.
|
Risk Factors
.
|
|
Item 2
.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
|
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 28 - March 29
|
0 | $ | - | 0 | |||||||||
|
March 30 - April 29
|
0 | - | 0 | ||||||||||
|
April 30 - May 29
|
0 | - |
0
|
||||||||||
|
Total
|
0 | $ | - | 0 |
2,000,000(a)
|
||||||||
|
(a)
|
Aggregate number of shares available to be purchased by the Company p
ursuant to a previous share purchase authorization announced on October 20, 2004. Pursuant to such authorization, 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
.
|
|
Item 4
.
|
Reserved
.
|
|
Item 5
.
|
Other Information
.
|
|
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.
|
|
Park Electrochemical Corp.
|
||
|
(Registrant)
|
||
|
Date: July 7, 2011
|
/s/ Brian E. Shore | |
| Brian E. Shore | ||
|
President and Chief Executive
O
fficer
(principal executive officer)
|
|
Date: July 7, 2011
|
/s/ David R. Dahlquist | |
| David R. Dahlquist | ||
|
Vice President and Chief
Financial Officer
(principal financial officer)
|
||
|
Exhibit No.
|
Name
|
Page
|
|
31.1
|
Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
|
29
|
|
31.2
|
Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
|
31
|
|
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
|
33
|
|
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
|
34
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|