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)
|
|
|
Page
Number
|
PART
I.
|
FINANCIAL
INFORMATION:
|
|
Item
1.
|
Financial
Statements
|
|
Condensed
Consolidated Balance Sheets May
30, 2010 (Unaudited) and February 28, 2010
|
3
|
|
Consolidated
Statements of Operations 13
weeks ended May 30, 2010 and May 31, 2009
(Unaudited)
|
4
|
|
Consolidated
Statements of Stockholders’ Equity 13
weeks ended May 30, 2010 and May 31, 2009
(Unaudited)
|
5
|
|
Condensed
Consolidated Statements of Cash Flows 13
weeks ended May 30, 2010 and May 31, 2009 (Unaudited)
|
6
|
|
Notes
to Condensed Consolidated Financial Statements (Unaudited)
|
7
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
15
|
Factors
That May Affect Future Results
|
23
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
23
|
Item
4.
|
Controls
and Procedures
|
23
|
PART
II.
|
OTHER
INFORMATION:
|
|
Item
1.
|
Legal
Proceedings
|
25
|
Item
1A.
|
Risk
Factors
|
25
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
25
|
Item
3.
|
Defaults
Upon Senior Securities
|
25
|
Item
4.
|
Reserved
|
25
|
Item
5.
|
Other
Information
|
25
|
Item
6.
|
Exhibits
|
26
|
SIGNATURES
|
27
|
|
EXHIBIT
INDEX
|
28
|
May 30, 2010
|
February 28,
|
|||||||
(Unaudited)
|
2010*
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 90,813 | $ | 134,030 | ||||
Marketable
securities (Note 3)
|
153,672 | 103,810 | ||||||
Accounts
receivable, net
|
36,055 | 31,698 | ||||||
Inventories
(Note 4)
|
14,053 | 11,973 | ||||||
Prepaid
expenses and other current assets
|
2,708 | 1,167 | ||||||
Total
current assets
|
297,301 | 282,678 | ||||||
Property,
plant and equipment, net
|
43,797 | 44,905 | ||||||
Goodwill
|
6,476 | 5,376 | ||||||
Other
assets
|
10,508 | 10,145 | ||||||
Total
assets
|
$ | 358,082 | $ | 343,104 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 11,922 | $ | 10,201 | ||||
Accrued
liabilities
|
8,999 | 7,301 | ||||||
Income
taxes payable
|
5,640 | 4,140 | ||||||
Total
current liabilities
|
26,561 | 21,642 | ||||||
Deferred
income taxes
|
1,398 | 1,398 | ||||||
Other
liabilities (Note 6)
|
3,911
|
3,966
|
||||||
Total
liabilities
|
31,870 | 27,006 | ||||||
Stockholders'
equity:
|
||||||||
Common
stock
|
2,063 | 2,054 | ||||||
Additional
paid-in capital
|
151,569 | 149,352 | ||||||
Retained
earnings
|
170,892 | 163,077 | ||||||
Treasury
stock, at cost
|
(1 | ) | (1 | ) | ||||
Accumulated
other comprehensive income
|
1,689 |
1,616
|
||||||
Total
stockholders' equity
|
326,212 |
316,098
|
||||||
Total
liabilities and stockholders’ equity
|
$ | 358,082 | $ | 343,104 |
13 weeks ended
|
||||||||
(Unaudited)
|
||||||||
May 30, 2010
|
May 31, 2009
|
|||||||
Net
sales
|
$ | 59,026 | $ | 36,697 | ||||
Cost
of sales
|
38,863 | 27,489 | ||||||
Gross
profit
|
20,163 | 9,208 | ||||||
Selling,
general and administrative expenses
|
7,762
|
5,917
|
||||||
Earnings
from operations
|
12,401 | 3,291 | ||||||
Interest
income and other income
|
|
76
|
688 | |||||
Earnings
from operations before income taxes
|
12,477 | 3,979 | ||||||
Income
tax provision
|
2,608 | 905 | ||||||
Net
earnings
|
$ | 9,869 | $ | 3,074 | ||||
Earnings
per share (Note 7)
|
||||||||
Basic
|
$ | 0.48 | $ | 0.15 | ||||
Diluted
|
$ | 0.48 | $ | 0.15 | ||||
Weighted
average number of common and common equivalent shares
outstanding:
|
||||||||
Basic
shares
|
20,561 | 20,471 | ||||||
Diluted
shares
|
20,608 | 20,482 | ||||||
Dividends
per share
|
$ | 0.10 | $ | 0.08 |
13
weeks ended
|
||||||||
(Unaudited)
|
||||||||
May 30,
2010
|
May 31,
2009
|
|||||||
Common
stock and paid-in capital:
|
||||||||
Balance,
beginning of period
|
$ | 151,406 | $ | 148,981 | ||||
Stock-based
compensation
|
289 | 288 | ||||||
Stock
option activity
|
1,477 | 74 | ||||||
Tax
benefit on exercise of options
|
460
|
-
|
||||||
Balance,
end of period
|
153,632 | 149,343 | ||||||
Retained
earnings:
|
||||||||
Balance,
beginning of period
|
163,077 | 145,107 | ||||||
Net
earnings
|
9,869 | 3,074 | ||||||
Dividends
|
(2,054 | ) | (1,638 | ) | ||||
Balance,
end of period
|
170,892 | 146,543 | ||||||
Treasury
stock:
|
||||||||
Balance,
beginning of period
|
(1 | ) | (1 | ) | ||||
Stock
option activity
|
-
|
-
|
||||||
Balance,
end of period
|
(1
|
) |
(1
|
) | ||||
Accumulated
other comprehensive income (1):
|
||||||||
Balance,
beginning of period
|
1,616 | 1,622 | ||||||
Net
unrealized investment losses
|
(80 | ) | - | |||||
Translation
adjustments
|
153
|
188
|
||||||
Balance,
end of period
|
1,689 | 1,810 | ||||||
Total
stockholders' equity
|
$ | 326,212 | $ | 297,695 |
13
Weeks Ended
|
||||||||
(Unaudited)
|
||||||||
May
30,
2010 |
May
31,
2009 |
|||||||
Cash
flows from operating activities:
|
||||||||
Net
earnings
|
$ | 9,869 | $ | 3,074 | ||||
Depreciation
and amortization
|
1,746 | 1,680 | ||||||
Stock-based
compensation
|
289 | 288 | ||||||
Change
in operating assets and liabilities
|
(3,435 | ) | 1,960 | |||||
Net
cash provided by operating activities
|
8,469
|
7,002 | ||||||
Cash
flows from investing activities:
|
||||||||
Purchases
of property, plant and equipment
|
(607 | ) | (838 | ) | ||||
Purchases
of marketable securities
|
(109,267 | ) | (4,073 | ) | ||||
Proceeds
from sales and maturities of marketable
securities
|
59,328 | 117,161 | ||||||
Business
acquisition
|
(1,100
|
) |
-
|
|||||
Net
cash (used in) provided by investing activities
|
(51,646 | ) | 112,250 | |||||
Cash
flows from financing activities:
|
||||||||
Dividends
paid
|
(2,054 | ) | (1,638 | ) | ||||
Proceeds
from exercise of stock options
|
1,477 | 74 | ||||||
Tax
benefits from stock-based compensation
|
460
|
-
|
||||||
Net
cash used in financing activities
|
(117
|
) | (1,564 | ) | ||||
Change
in cash and cash equivalents before exchange
rate changes
|
(43,294 | ) | 117,688 | |||||
Effect
of exchange rate changes on cash and
cash equivalents
|
77 | (68 | ) | |||||
Change
in cash and cash equivalents
|
(43,217 | ) | 117,620 | |||||
Cash
and cash equivalents, beginning of period
|
134,030 | 40,790 | ||||||
Cash
and cash equivalents, end of period
|
$ | 90,813 | $ | 158,410 | ||||
Supplemental
cash flow information:
|
||||||||
Cash
paid during the period for income taxes
|
$ | 632 | $ | 782 |
1.
|
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
|
2.
|
FAIR
VALUE MEASUREMENTS
|
3.
|
MARKETABLE
SECURITIES
|
Gross
|
Gross
|
|||||||||||
Unrealized
|
Unrealized
|
Estimated
|
||||||||||
Gains
|
Losses
|
Fair Value
|
||||||||||
May
30, 2010:
|
||||||||||||
U.S.
Treasury and other government securities
|
$ | 16 | $ | 38 | $ | 124,050 | ||||||
U.S.
corporate debt securities
|
- | 41 | 13,382 | |||||||||
Certificates
of deposit
|
- | - | 16,240 | |||||||||
Total
debt securities
|
$ | 16 | $ | 79 | $ | 153,672 | ||||||
February
28, 2010:
|
||||||||||||
U.S.
Treasury and other government securities
|
$ | 33 | $ | 6 | $ | 56,279 | ||||||
U.S.
corporate debt securities
|
- | 12 | 5,209 | |||||||||
Certificates
of deposit
|
- | - | 42,322 | |||||||||
Total
debt securities
|
$ | 33 | $ | 18 | $ | 103,810 |
Due
in one year or less
|
$ | 141,432 | ||
Due
after one year through five years
|
12,240 | |||
$ | 153,672 |
4.
|
INVENTORIES
|
|
Inventories
are stated at the lower of cost (first-in, first-out method) or market.
Inventories consisted of the
following:
|
May
30,
|
February
28,
|
|||||||
2010
|
2010
|
|||||||
Raw
materials
|
$ | 6,252 | $ | 5,675 | ||||
Work-in-progress
|
3,940 | 2,975 | ||||||
Finished
goods
|
3,585 | 3,059 | ||||||
Manufacturing
supplies
|
276 | 264 | ||||||
$ | 14,053 | $ | 11,973 |
5.
|
STOCK-BASED
COMPENSATION
|
|
As
of May 30, 2010, 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 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 30, 2010,
1,859,145 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 935,681 options were available for future grant
under the 2002 Stock Option Plan. No options of common stock were granted
during the 13 week period ended May 30, 2010. Options to purchase 4,000
shares of common stock were granted during the 13 week period ended May
31, 2009.
|
|
The
Company records its stock-based compensation at fair
value.
|
Weighted
Average
|
||||||||||||||||
Weighted
Average
|
Remaining
Contract
|
Aggregated
|
||||||||||||||
Options
|
Exercise
Price
|
Life in
Months
|
Intrinsic
Value
|
|||||||||||||
Outstanding
at February 28, 2010
|
1,018,095 | $ | 24.89 | 66.68 | $ | 2,901 | ||||||||||
Granted
|
- | - | ||||||||||||||
Exercised
|
(90,443 | ) | 16.33 | |||||||||||||
Terminated
or expired
|
(4,188 | ) | 23.05 | |||||||||||||
Outstanding
at May 30, 2010
|
923,464 | $ | 25.74 | 69.72 | $ | 1,124 | ||||||||||
Exercisable
at May 30, 2010
|
583,204 | $ | 25.32 | 51.76 | $ | 919 |
Shares Subject
to Options
|
Weighted Average
Grant Date Fair
Value
|
|||||||
Nonvested,
beginning of period
|
343,066 | $ | 7.44 | |||||
Granted
|
- | - | ||||||
Vested
|
(1,000 | ) | 4.43 | |||||
Terminated
|
(1,806 | ) | 7.99 | |||||
Nonvested,
end of period
|
340,260 | $ | 7.45 |
6.
|
RESTRUCTURINGS
AND SEVERANCE CHARGES
|
|
As
of February 28, 2010, the Company had remaining obligations of $112
related to the closure of the Company’s Neltec Europe SAS electronic
materials business unit located in Mirabeau, France. The Company paid $10
of these obligations in the 13 week period ended May 30, 2010 and expects
to pay the remaining $102 during the 2011 fiscal
year.
|
|
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 $2,396 and $2,534 as of May
30, 2010 and February 28, 2010, respectively. For the 13 weeks ended May
30, 2010 and May 31, 2009, the Company applied $138 and $246,
respectively, of lease payments against such lease
obligations.
|
7.
|
EARNINGS
PER SHARE
|
13 weeks
ended
|
||||||||
May 30,
2010
|
May 31,
2009
|
|||||||
Net
Earnings
|
$ | 9,869 | $ | 3,074 | ||||
Weighted
average common shares outstanding for basic EPS
|
20,561 | 20,471 | ||||||
Net
effect of dilutive options
|
47 |
11
|
||||||
Weighted
average shares outstanding for diluted EPS
|
20,608 | 20,482 | ||||||
Basic
earnings per share
|
$ | 0.48 | $ | 0.15 | ||||
Diluted
earnings per share
|
$ | 0.48 | $ | 0.15 |
8.
|
INCOME
TAXES
|
9.
|
GEOGRAPHIC
REGIONS
|
13
weeks ended
|
||||||||
May
30,
|
May
31,
|
|||||||
2010
|
2009
|
|||||||
Sales:
|
||||||||
North
America
|
$ | 26,718 | $ | 19,861 | ||||
Europe
|
7,526 | 3,497 | ||||||
Asia
|
24,782 | 13,339 | ||||||
Total
sales
|
$ | 59,026 | $ | 36,697 |
May
30,
|
February
28,
|
|||||||
2010
|
2010
|
|||||||
Long-lived
assets:
|
||||||||
North
America
|
$ | 40,416 | $ | 40,021 | ||||
Europe
|
1,206 | 1,264 | ||||||
Asia
|
19,159 | 19,141 | ||||||
Total
long-lived assets
|
$ | 60,781 | $ | 60,426 |
10.
|
CONTINGENCIES
|
a.
|
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.
|
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.
|
c.
|
Acquisition
– The Company is obligated to pay up to an additional $3,300 over three
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 2011 fiscal year and $1,025 in the second quarter of
the 2010 fiscal year pursuant to the earn-out provision. Both payments
were recorded as additional goodwill, and any additional amount paid will
be recorded as goodwill.
|
11.
|
RECENT
ACCOUNTING PRONOUNCEMENTS
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
|
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
|
||||||||||
March
1-March 30
|
0 | $ | - | 0 | ||||||||||
March
31-April 30
|
0 | - | 0 | |||||||||||
May
1-May 30
|
0 |
-
|
0
|
|||||||||||
Total
|
0 | $ | - | 0 |
2,000,000
|
(a)
|
(a)
|
Aggregate
number of shares available to be purchased by the Company pursuant 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.
|
|
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
8, 2010
|
/s/
Brian E. Shore
|
Brian
E. Shore
|
|
President
and Chief Executive Officer
|
|
(principal
executive officer)
|
|
Date: July
8, 2010
|
/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
|