PART I

ITEM 1.         BUSINESS.

General

Park Electrochemical Corp. (“Park”), through its subsidiaries (unless the context otherwise requires, Park and its subsidiaries are hereinafter called the “Company”), is a global advanced materials company which designs, develops and manufactures advanced composite materials, primary and secondary structures and assemblies and low-volume tooling for the aerospace markets and sells high-technology digital and radio frequency (“RF”)/microwave printed circuit materials products principally for the telecommunications and internet infrastructure, enterprise and high-end computing markets and advanced composite materials, parts and assemblies and low-volume tooling products for the aerospacemilitary markets. Park’s core capabilities are in the areas of polymer chemistry formulation and coating technology.

Park operates through fully integrated business units in Asia, Europe and North America. The Company's manufacturing facilities are located in Kansas, Singapore, France, Kansas, Arizona and California. The Company also maintains research and development facilities in Arizona, Kansas and Singapore.

Sales of Park’s printed circuitaerospace composite materials, structures and assemblies products were 78%36%, 82%28% and 85%27% of the Company’s total net sales worldwide in the 2015, 20142018, 2017 and 20132016 fiscal years, respectively, and sales of Park’s advanced compositeelectronics materials parts and assemblies products were 22%64%, 18%72% and 15%73% of the Company’s total net sales worldwide in the 2015, 20142018, 2017 and 20132016 fiscal years, respectively.

Park was founded in 1954 by Jerry Shore, who was the Company’s Chairman of the Board until July 14, 2004.

The sales and long-lived assets of the Company’s operations by geographic area for the last three fiscal years are set forth in Note 1413 of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report. The Company’s foreign operations are conducted principally by the Company’s subsidiaries in Singapore and France. The Company’s foreign operations are subject to the impact of foreign currency fluctuations. See Note 1 of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.

The Company makes available free of charge on its Internet website, www.parkelectro.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. None of the information on the Company's website shall be deemed to be a part of this Report.

AEROGLIDE®, COREFIX®, EASYCURE E-710®, EF®ELECTROGLIDE®, LD®, MERCURYWAVE®, METEORWAVE®, NELCO®, RTFOIL®, SI® and TIN CITY AIRCRAFT WORKS® are registered trademarks of Park Electrochemical Corp., and ALPHASTRUT™, ELECTROGLIDE™, ELECTROVUE™, EF™, EP™, M-PLY™, NELTEC™, PEELCOTE™, POWERBOND™ and SIGMASTRUT™ are common law trademarks of Park Electrochemical Corp.

Aerospace Composite Materials, Structures and Assemblies

Aerospace Composite Materials, Structures and Assemblies - Operations

The Company designs, develops and manufactures engineered, advanced composite materials and advanced composite structures and assemblies and low-volume tooling for the aerospace markets and prototype tooling for such structures and assemblies.

The Company’s aerospace composite materials are designed, developed and manufactured by the Company’s Park Aerospace Technologies Corp. (“PATC”) business unit located at the Newton, Kansas Airport and by the Company’s Nelco Products Pte. Ltd. business unit in Singapore. The Company’s aerospace composite structures and assemblies and low-volume tooling are also developed and manufactured by the Company’s PATC business unit.

PATC offers a full range of aerospace composite materials manufacturing capability, as well as composite structures design, assembly and production capability, all in its Newton facility.  PATC offers composite aircraft and space vehicle structures design and assembly services, in addition to “build-to-print” services. The Company believes that the ability of its PATC facility to offer such a wide and comprehensive array of composite materials and structures manufacturing and development technology and capability to the aircraft and space vehicle industries provides attractive benefits and advantages to those industries.

Aerospace Composite Materials, Structures and Assemblies – Industry Background

The aerospace composite materials manufactured by the Company and its competitors are used primarily to fabricate light-weight, high-strength structures with specifically designed performance characteristics. Composite materials are typically highly specified combinations of resin formulations and reinforcements. Reinforcements can be unidirectional fibers, woven fabrics, or non-woven goods such as mats or felts. Resin formulations are typically highly proprietary, and include various chemical and physical mixtures. The Company produces resin formulations using various epoxies, polyesters, phenolics, cyanate esters, polyimides and other complex matrices. The reinforcement combined with the resin is referred to as a “prepreg”. Aerospace composite materials can be broadly categorized as either thermosets or thermoplastics. While both material types require the addition of heat to form a consolidated laminate, thermoplastics can be reformed using additional heat. Once fully cured, thermoset materials cannot be further reshaped. The Company believes that the demand for thermoset advanced materials is greater than that for thermoplastics due to the fact that fabrication processes for thermoplastics require much higher temperatures and pressures and are, therefore, typically more capital intensive than the fabrication processes for thermoset materials.

The Company works with aerospace original equipment manufacturers (“OEMs”), such as general aviation aircraft manufacturers and commercial aircraft manufacturers, and certain tier 1 suppliers to qualify its aerospace composite materials or structures and assemblies for use on current and upcoming programs. The Company’s customers typically design and specify a material specifically to meet the needs of the structure’s end use and the customers’ processing methods. Such customers sometimes work with a supplier to develop the specific resin system and reinforcement combination to match the application. The Company’s customers’ processing, or the Company’s processing, may include hand lay-up, resin infusion or more advanced automated lay-up processes. Automated lay-up processes include automated tape lay-up, automated fiber placement and filament winding. These fabrication processes significantly alter the material form purchased. After the lay-up process is completed, the material is cured by the addition of heat and pressure. Cure processes typically include vacuum bag oven curing, high pressure autoclave, press forming and before-press curing. After the structure has been cured, final finishing and trimming, and assembly of the structure, is performed by the fabricator or the Company.

Printed CircuitAerospace Composite Materials, Structures and Assemblies – Products

The aerospace composite materials products manufactured by the Company are primarily thermoset curing prepregs. The Company has developed proprietary resin formulations to suit the needs of the markets in which it participates by analyzing the needs of the markets and working with its customers. The complex process of developing resin formulations and selecting the proper reinforcement is accomplished through a collaborative effort of the Company’s research and development and technical sales and marketing resources working with the customers’ technical staff. The Company focuses on developing a thorough understanding of its customers’ businesses, product lines, processes and technical challenges. The Company develops innovative solutions which utilize technologically advanced materials and concepts for its customers.

The Company’s aerospace composite materials products include prepregs manufactured from proprietary formulations using modified epoxies, phenolics, polyesters, cyanate esters and polyimides combined with woven, non-woven and unidirectional reinforcements. Reinforcement materials used to produce the Company’s products include polyacrylonitrile (“PAN”) based carbon fiber, E-glass (fiberglass), S2 glass, quartz, carbonized rayon, aramids, such as Kevlar® (“Kevlar” is a registered trademark of E.I. du Pont de Nemours & Co.), Twaron® (“Twaron” is a registered trademark of Teijin Twaron B.V. LLC), polyester and other synthetic materials. The Company also sells certain specialty prepregs, such as Raycarb C2, a carbonized rayon fabric produced by Airbus Safran Launchers SAS (formerly Herakles, formerly Snecma Propulsion Solide) and used mainly in the rocket motor industry, and Enka AS, a proprietary commercial rayon fabric produced by Highland Industries, Inc. and used in the aerospace industry as the base white material for carbon phenolic applications.

The Company’s composite structures and assemblies are manufactured with carbon, fiberglass and other reinforcements impregnated with formulated resins. Certain of these impregnated reinforcements, or prepregs, are also manufactured by PATC. The Company also provides low-volume tooling in connection with its manufacture and sale of composite structures and assemblies.

Printed CircuitAerospace Composite Materials, Structures and Assemblies – Customers and End Markets

The Company’s aerospace composite materials, structures and assemblies customers include manufacturers of turbofan engines, aircraft primary and secondary structures and radomes, including military aircraft, unmanned aerial vehicles (“UAVs”), business jets and turboprops, large and regional transport aircraft and helicopters, space vehicles, rocket motors and specialty industrial products. The Company’s aerospace composite materials are marketed primarily by sales personnel and, to a lesser extent, by independent distributors and independent sales representatives, and the Company’s aerospace composite structures and assemblies are marketed primarily by sales personnel.

During the Company’s 2018 fiscal year, 11.0% of the Company’s total worldwide sales were to General Electric Company, a leading manufacturer of aerospace engines.  During the Company’s 2017 and 2016 fiscal years, the Company did not have sales to any aerospace composite materials, structures and assemblies customer that equaled or exceeded 10% of the Company’s total worldwide sales.  During the 2018 fiscal year, sales to no other aerospace composite materials, structures and assemblies customer of the Company equaled or exceeded 10% of the Company’s total worldwide sales.

Although the Company’s aerospace composite material, structures and assemblies business is not dependent on any single customer, the loss of a major customer or of a group of customers could have a material adverse effect on the Company’s business or its consolidated results of operations or financial position.

The Company’s aerospace customers include fabricators of aircraft composite structures and assemblies. The Company’s aerospace composite materials are used by such fabricators and by the Company to produce primary and secondary structures, aircraft interiors and various other aircraft components. The Company’s customers for aerospace materials, and the Company itself, produce structures and assemblies for commercial aircraft and for the general aviation and business aviation, kit aircraft, special mission, UAVs and military markets. Many of the Company’s composite materials are used in the manufacture of aircraft certified by the Federal Aviation Administration (the “FAA”).

Customers for the Company’s rocket motor materials include United States defense prime contractors and subcontractors. These customers fabricate rocket motors for heavy lift space launchers, strategic defense weapons, tactical motors and various other applications. The Company’s materials are used to produce heat shields, exhaust gas management devices and insulative and ablative nozzle components. Rocket motors are primarily used for commercial and military space launch, and for tactical and strategic weapons. The Company also has customers for these materials outside of the United States.

The Company also sells composite materials for use in RF electrical applications. Customers buying these materials typically fabricate antennas and radomes engineered to preserve electrical signal integrity. A radome is a protective cover over an electrical antenna or signal generator. The radome is designed to minimize signal loss and distortion.

Aerospace Composite Materials, Structures and Assemblies – Manufacturing

The Company’s manufacturing facilities for aerospace composite materials are currently located in Newton, Kansas and in Singapore, and its manufacturing facility for composite structures and assemblies is also located in Newton, Kansas. See “Aerospace Composite Materials, Structures and Assemblies – Operations” elsewhere in this Report.

The process for manufacturing composite materials, structures and assemblies is capital intensive and requires sophisticated equipment, significant technical know-how and very tight process controls. The key steps used in the manufacturing process include resin mixing, resin film casting and reinforcement impregnation via hot-melt process or a solution process.

Prepreg is manufactured by the Company using either solvent (solution) coating methods on a treater or by hot melt impregnation. A solution treater is a roll-to-roll continuous process machine which sequences reinforcement through tension controllers and combines solvated resin with the reinforcement. The reinforcement is dipped in resin, passed through a drying oven which removes the solvent and advances (or partially cures) the resin. The prepreg material is interleafed with a carrier and cut to the roll lengths desired by the customer. The Company also manufactures prepreg using hot melt impregnation methods which use no solvent. Hot melt prepreg manufacturing is achieved by mixing a resin formulation in a heated resin vessel, casting a thin film on a carrier paper, and laminating the reinforcement with the resin film.

The Company also completes additional processing services, such as slitting, sheeting, biasing, sewing and cutting, if needed by the customer. Many of the products manufactured by the Company also undergo extensive testing of the chemical, physical and mechanical properties of the product. These testing requirements are completed in the laboratories and facilities located at the Company’s manufacturing facilities.

The Company’s laboratories have been approved by several aerospace OEMs, and the Company has achieved certification pursuant to the National Aerospace and Defense Contractors Accreditation Program (“NADCAP”) for both non-metallic materials manufacturing and testing and composites fabrication. After all the processing has been completed, the product is tested and packaged for shipment to the customer. The Company typically supplies final product to the customer in roll or sheet form.  The Company’s PATC facility has received accreditation by NADCAP for composite structures manufacturing and for composite materials manufacturing, and the Company believes that the PATC facility is one of the few facilities in the world with NADCAP accreditation for manufacturing both composite materials and composite structures.  The Company has also received AS9100C certification for its quality management system for the manufacture of advanced composite materials and design and manufacturing of structures for aircraft and aerospace industries.

Aerospace Composite Materials, Structures and Assemblies – Materials and Sources of Supply

The Company designs and manufactures its aerospace composite materials to its own specifications and to the specifications of its customers. Product development efforts are focused on developing prepreg materials that meet the specifications of the customers. The materials used in the manufacture of these engineered materials include graphite and carbon fibers and fabrics, aramids, such as Kevlar® ("Kevlar" is a registered trademark of E.I. du Pont de Nemours & Co.) and Twaron® (“Twaron” is a registered trademark of Teijin Twaron B.V. LLC), quartz, fiberglass, polyester, specialty chemicals, resins, films, plastics, adhesives and certain other synthetic materials. The Company purchases these materials from several suppliers. Substitutes for many of these materials are not readily available. The qualification and certification of aerospace composite materials for certain FAA certified aircraft typically include specific requirements for raw material supply and may restrict the Company’s flexibility in qualifying alternative sources of supply for certain key raw materials. The Company continues to work to determine acceptable alternatives for several raw materials.

The Company manufactures composite structures and assemblies primarily to its customers’ specifications using its own composite materials or composite materials supplied by third parties, based on the specific requirements of the Company’s customers. 

Aerospace Composite Materials, Structures and Assemblies – Competition

The Company has many competitors in the aerospace composite materials, structures and assemblies markets, ranging in size from large international corporations to small regional producers. Several of the Company’s largest competitors are vertically integrated, producing raw materials, such as carbon fiber and cloth, as well as composite structures and assemblies. Some of the Company’s competitors may also serve as a supplier to the Company. The Company competes for business primarily on the basis of responsiveness, product performance and consistency, product qualification, FAA data base design allowables and innovative new product development.

Electronics Materials

Electronics Materials - Operations

The Company is also a leading global designer and manufacturer of advanced printed circuitelectronics materials used to fabricate complex multilayer printed circuit boards and other electronic interconnection systems, such as multilayer back-planes, wireless packages, high-speed/low-loss multilayers and high density interconnects (“HDIs”). The Company’s multilayer printed circuit materials consist of copper-clad laminates and prepregs, which is an acronym for pre-impregnated material. The Company has long-term relationships with its major customers, which include leading independent printed circuit board fabricators, electronic manufacturing service companies, electronic contract manufacturers and major electronic original equipment manufacturers ("OEMs"). Multilayer printed circuit boards and interconnect systems are used in virtually all advanced electronic equipment to direct, sequence and control electronic signals between semiconductor devices (such as microprocessors and memory and logic devices), passive components (such as resistors and capacitors) and connection devices (such as infra-red couplings, fiber optics, compliant pin and surface mount connectors). Examples of end uses of the Company’s digital printed circuit materials include high speed routers and servers, telecommunications switches, storage area networks, supercomputers, satellite switching equipment and wireless local area networks ("LANs"). The Company's RF/microwave printed circuit materials are used primarily for military avionics, antennas, power amplifiers and other components for cellular telephone base stations, automotive adaptive cruise control systems and avionic communications equipment. The Company has developed long-term relationships with major customers as a result of its leading edge products, extensive technical and engineering service support and responsive manufacturing capabilities.

Park believes it founded the modern day printed circuit industry in 1957 by inventing a composite material consisting of an epoxy resin substrate reinforced with fiberglass cloth which was laminated together with sheets of thin copper foil. This epoxy-glass copper-clad laminate system is still used to construct the large majority of today’s advanced printed circuit products. The Company also believes that in 1962 it invented the first multilayer printed circuit materials system used to construct multilayer printed circuit boards. The Company also pioneered vacuum lamination and many other manufacturing technologies used in the industry today. The Company believes it is one of the industry’s technological leaders.

The Company believes that it is one of the world’s largest manufacturers of advanced multilayer printed circuit materials. It also believes that it is one of only a few significant independent manufacturers of high performance multilayer printed circuit materials in the world. The Company was the first manufacturer in the printed circuit materials industry to establish manufacturing presences in the three major global markets of North America, Europe and Asia, with facilities established in Europe in 1969 and Asia in 1986.

Printed CircuitElectronics Materials – Industry Background

The printed circuitelectronics materials manufactured by the Company and its competitors are used primarily to construct and fabricate complex multilayer printed circuit boards and other advanced electronic interconnection systems. Multilayer printed circuit materials consist of prepregs and copper-clad laminates. Prepregs are chemically and electrically engineered thermosetting or thermoplastic resin systems which are impregnated into and reinforced by a specially manufactured fiberglass cloth product or other woven or non-woven reinforcing fiber. This insulating dielectric substrate generally is 0.0300.125 inch to 0.0020.001 inch in thickness or less in some cases.thickness. While these resin systems historically have been based on epoxy resin chemistry, in recent years, increasingly demanding OEM requirements have driven the industry to utilize proprietary enhanced epoxies as well as other higher performance resins, such as phenolic, bismalimide triazine ("BT"), cyanate ester, standard and enhanced polyimide, non-Methylene Dianiline (“MDA”) polyimide, allylated polyphenylene ether (“APPE”) or polytetrafluoroethylene ("PTFE"). One or more plies of prepreg are laminated together to form an insulating dielectric substrate to support the copper circuitry patterns of a multilayer printed circuit board. Copper-clad laminates consist of one or more plies of prepreg with each ply laminated on the top and bottom with specialty thin copper foil. Copper foil is specially formed in thin sheets which may vary from 0.0056 inch to 0.0002 inch in thickness and normally have a thickness of 0.0014 inch or 0.0007 inch. The Company supplies both copper-clad laminates and prepregs to its customers, which use these products as a system to construct multilayer printed circuit boards.

The printed circuit board fabricator processes copper-clad laminates to form the inner layers of a multilayer printed circuit board. The fabricator photo images these laminates with a dry film or liquid photoresist. After development ofThe photoresist is then developed with the circuit pattern.  The unexposed areas are stripped, leaving a cured photoresist circuit pattern protecting the copper. The copper surfaces of the laminate are etched to form the circuit pattern.pattern, and the remaining photoresist is stripped. The fabricator then assembles these etched laminates by inserting one or more plies of dielectric prepreg between each of the inner layer etched laminates and also between an inner layer etched laminate and the outer layer copper plane, and then laminating the entire assembly in a press. Prepreg serves as the insulator and bond between the multiple layers of copper circuitry patterns found in the multilayer circuit board. When the multilayer configuration is laminated, these plies of prepreg form an insulating dielectric substrate supporting and separating the multiple inner and outer planes of copper circuitry. The fabricator drills vertical through-holes or vias in the multilayer assembly and then plates the through-holes or vias to form vertical conductors between the multiple layers of circuitry patterns. These through-holes or vias combine with the conductor paths on the horizontal circuitry planes to create a three-dimensional electronic interconnect system. In specialized applications, an additional set of microvia layers (2 or 4, typically) may be added through a secondaryseries of lamination processprocesses to provide increased density and functionality to the design. The outer two layers of copper foil are then imaged and etched to form the finished multilayer printed circuit board. The completed multilayer board is a three-dimensional interconnect system with electronic signalssig-nals traveling in the horizontal planes of multiple layers of copper circuitry patterns, as well as in the vertical planes through the plated holes or vias.

Semiconductor manufacturers have introduced successive generations of more powerful microprocessors and memory and logic devices. Electronic equipment manufacturers have designed these advanced semiconductors into more compact products. High performance computing devices in these smaller platforms require greater reliability, faster signal speeds, closer tolerances, higher component and circuit density and increased overall complexity. As a result, the interconnect industry has developed smaller, lighter, faster and more cost-effective interconnect systems, including advanced multilayer printed circuit boards.

AdvancedToday’s interconnect systems require higheradvanced technology printed circuit materials to ensure the performance and reliability of the electronic system and to improve the manufacturability of the interconnect platform. Printed circuit board fabricators and electronic equipment manufacturers require advanced printed circuit materials that have increasingly higher temperature tolerances and more advanced and stable electrical properties in order to support high-speed computing in a miniaturized and often portable environment. Temperature tolerance has beenwas further emphasized by the advent of lead-free assemblies.

With the very high density circuit demands of miniaturized high performance interconnect systems, theThe uniformity, purity, consistency, performance predictability, dimensional stability and production tolerances of printed circuit materials have become successively more critical.critical due to the very high density circuit demands of miniaturized high performance interconnect systems. High density printed circuit boards and interconnect systems often involve higher layer count multilayer circuit boards where the multiple planes of circuitry and dielectric insulating substrates are very thin (dielectric insulating substrate layers may be 0.002 inch or less) and the circuit line and space geometries in the circuitry plane are very narrow (0.002 inch or less). In addition, advanced surface mount interconnect systems are typically designed with very small pad sizes and very small plated through-holes or vias which electrically connect the multiple layers of circuitry planes, and these interconnect systems frequently make use of multiple lamination cycles and/or laser drilled vias. High density interconnect systems must utilize printed circuit materials whose dimensional characteristics and purity are consistently manufactured to very high tolerance levels in order for the printed circuit board fabricator to attain and sustain acceptable product yields.

Shorter product life cycles and competitive pressures have induced electronic equipment manufacturers to bring new products to market and increase production volume to commercial levels more quickly. These trends have highlighted the importance of front-end engineering of electronic products and have increased the level of collaboration among system designers, fabricators and printed circuit materials suppliers. As the complexity of electronic products increases, materials suppliers must provide greater technical support to interconnect systems fabricators on a timely basis regarding manufacturability and performance of new materials systems.

Printed CircuitElectronics Materials – Products and Services

The Company produces a broad line of advanced printed circuitelectronics materials used to fabricate complex multilayer printed circuit boards and other electronic interconnect systems, including backplanes, high speed/low loss multilayers and high density interconnects (“HDIs”). The Company’s diverse advanced printed circuitelectronics materials product line is designed to address a wide array of end-use applications and performance requirements.

The Company’s printed circuitelectronics materials products have been developed internally and through long-term development projects with its principal suppliers and, to a lesser extent, through licensing arrangements. The Company focuses its research and development efforts on developing industry leading product technology to meet the most demanding product requirements and has designed its product line with a focus on the higher performance, higher technology end of the materials spectrum.

The Company’s products utilize, among other things, high-speed, low-loss, engineered formulations, high-temperature modified epoxies, phenolics, BT epoxies, MDAMDA-free polyimides, enhanced polyimides, APPE, SI® (Signal Integrity) products, cyanate esters and PTFE formulations for RF/microwave applications.

The Company’s high performance printed circuitelectronics materials consist of high-speed, low-loss Cathodic Anodic Filament (“CAF”) resistant materials for digital and RF/microwave applications requiring lead-free compatibility and high bandwidth signal integrity, BT materials, polyimides for applications that demand extremely high thermal performance, cyanate esters, quartz reinforced materials, and PTFE and modified epoxy materials for RF/microwave systems that operate at frequencies up to at least 79 GHz.

The Company has developed long-term relationships with select customers through broad-based technical support and service, as well as manufacturing proximity and responsiveness at multiple levels of the customer’s organization. The Company focuses on developing a thorough understanding of its customer’s business,customers’ businesses, product lines, processes and technological challenges. The Company seeks customers which are industry leaders committed to maintaining and improving their industry leadership positions and which are committed to long-term relationships with their suppliers. The Company also seeks business opportunities with the more advanced printed circuit fabricators and electronic equipment manufacturers who are interested in maximizing the full value of the products and services provided by their suppliers. The Company believes its proactive and timely support in assisting its customers with the integration of advanced materials technology into new product designs further strengthens its relationships with its customers.

The Company’s emphasis on service and close relationships with its customers is reflected in its short lead times. The Company has developed its manufacturing processes and customer service organizations to provide its customers with printed circuit materials products on a just-in-time basis. The Company believes that its ability to meet its customers' customized manufacturing and quick-turn-around ("QTA") requirements is one of its unique strengths.

Printed CircuitElectronics Materials – Customers and End Markets

The Company’s customers for its advanced printed circuitelectronics materials include the leading independent printed circuit board fabricators, electronic manufacturing service (“EMS”) companies, electronic contract manufacturers (“ECMs”) and major electronic original equipment manufacturers ("OEMs")OEMs in the computer, networking, telecommunications, wireless communications, aerospace, military, instrumentation and automotive industries located throughout North America, Europe and Asia. The Company seeks to align itself with the larger, more technologically-advanced and better capitalized independent printed circuit board fabricators and major electronic equipment manufacturers which are industry leaders committed to maintaining and improving their industry leadership positions and to building long-term relationships with their suppliers. The Company’s selling effort typically involves several stages and relies on the talents of Company personnel at different levels, from management to sales personnel and quality engineers. In recent years, theThe Company has augmentedaugments its traditional sales personnel with an OEM marketing team and process and product technology specialists.

During the Company’s 20152018 fiscal year, the Company did not have sales to any customer that equaled or exceeded 10% of the Company’s total worldwide sales. During the Company’s 2014 fiscal year, approximately 15.8%14.9% of the Company's total worldwide sales were to TTM Technologies, Inc., a leading manufacturer of printed circuit boards. During the Company’s 20132017 fiscal year, approximately 16.1%16.2% of the Company’sCompany's total worldwide sales were to TTM Technologies, Inc. andDuring the Company’s 2016 fiscal year, approximately 10.1%13.8% of the Company’sCompany's total worldwide sales were to Sanmina-SCI Corporation, a leading electronics contract manufacturer and manufacturer of printed circuit boards.TTM Technologies, Inc. During the Company’s 20142018, 2017 and 20132016 fiscal years, sales to no other electronics materials customer of the Company equaled or exceeded 10% of the Company’s total worldwide sales.

Although the Company’s printed circuitelectronics materials business is not dependent on any single customer, the loss of a major customer or of a group of customers could have a material adverse effect on the Company’s business or its consolidated results of operations or financial position.

The Company’s printed circuitelectronics materials products are marketed primarily by sales personnel and, to a lesser extent, by independent distributors and independent sales representatives in industrial centers in Europe and Asia.

Printed CircuitElectronics Materials – Manufacturing

The process for manufacturing multilayer printed circuit materials is capital intensive and requires sophisticated equipment as well as clean-room environments. The key steps in the Company’s manufacturing process include: the impregnation of specially designed fiberglass cloth with a specially designed resin system and the partial curing of that resin system; the assembling of laminates consisting of single or multiple plies of prepreg and copper foil in a clean-room environment; the vacuum lamination of the copper-clad assemblies under simultaneous exposure to heat, pressure and vacuum; and the finishing of the laminates to customer specifications.

Prepreg is manufactured in a treater. A treater is a roll-to-roll continuous machine which sequences specially designed fiberglass cloth or other reinforcement fabric into a resin tank and then sequences the resin-coated cloth through a series of ovens which partially cure the resin system into the cloth. This partially cured product or prepreg is then sheeted or paneled and packaged by the Company for sale to customers, or used by the Company to construct its copper-clad laminates.

The Company manufactures copper-clad laminates by first setting up in a clean room an assembly of one or more plies of prepreg stacked together with a sheet of specially manufactured copper foil on the top and bottom of the assembly. This assembly, together with a large quantity of other laminate assemblies, is then inserted into a large, multiple opening vacuum lamination press. The laminate assemblies are then laminated under simultaneous exposure to heat, pressure and vacuum. After the press cycle is complete, the laminates are removed from the press and sheeted, sheared and finished to customer specifications. The product is then inspected and packaged for shipment to the customer.

The Company manufactures multilayer printed circuit materials at four fully integrated facilities located in the United States, Europe and Southeast Asia. The Company opened its California facility in 1965, its Arizona facility in 1984, its Singapore facility in 1986 and its France facility in 1992. The Company services the North American market principally through its United States manufacturing facilities, the European market principally through its manufacturing facilities in the United States and in France, and the Asian market principally through its Singapore manufacturing facility. During the 2014 fiscal year, the Company modified certain of the equipment in its printed circuit materials facility in Singapore to support the production of PTFE laminates and other laminates requiring elevated process temperatures. By maintaining technical and engineering staffs at each of its manufacturing facilities, the Company is able to deliver fully-integrated products and services on a timely basis. During the 2018 fiscal year, the Company consolidated its Nelco Products, Inc. business unit located in California and its Neltec, Inc. business unit located in Arizona, and all manufacturing at the California facilities ceased, except for treating operations, which continue as part and under the supervision of the Neltec, Inc. business unit. 

Printed CircuitElectronics Materials – Materials and Sources of Supply

The principal materials used in the manufacture of the Company’s printed circuitelectronics materials products are specially manufactured copper foil, fiberglass and quartz cloth and synthetic reinforcements, and specially formulated resins and chemicals. The Company develops and maintains close working relationships with suppliers of these materials who have dedicated themselves to complying with the Company’s stringent specifications and technical requirements. While the Company’s philosophy is to work with a limited number of suppliers, the Company has identified alternate sources of supply for many, but not all, of these materials. However, there are a limited number of qualified suppliers of these materials, in some cases substitutes for these materials are not always readily available, and, in the past, the industry has experienced shortages in the market for certain of these materials. While the Company considers its relationships with its suppliers to be strong, a shortage of these materials or a disruption of the supply of materials caused by a natural disaster, such as the temporary disruption caused by the earthquake and tsunami in Japan in March 2011, or otherwise, could materially increase the Company’s cost of operations and could materially adversely affect the business and results of operations of the Company.

Significant increases in the cost of materials purchased by the Company could also have a material adverse effect on the Company’s business and results of operations if the Company were unable to pass such increases through to its customers. During the 2015, 20142018, 2017 and 20132016 fiscal years, the Company experienced significant volatility in the cost of copper foil, one of the Company’s primary raw materials. The Company generally passes changes in the costs of its raw materials through to its customers.

Printed CircuitElectronics Materials – Competition

The multilayer printed circuit materials industry is characterized by intense competition and ongoing consolidation. The Company’s competitors are primarily divisions or subsidiaries of very large, diversified multinational manufacturers which are substantially larger and have greater financial resources than the Company and, to a lesser degree, smaller regional producers. Because the Company focuses on the higher technology segment of the printed circuitelectronics materials market, technological innovation, quality and service, as well as price, are significant competitive factors.

The Company believes that there are several significant multilayer printed circuit materials manufacturers in the world and many of these competitors have significant presences in the three major global markets of North America, Europe and Asia. The Company believes that it is currently one of the world’s largest advanced multilayer printed circuit materials manufacturers. The Company further believes it is one of only a few significant independent manufacturers of multilayer printed circuit materials in the world today.

The markets in which the Company’s printed circuitelectronics materials operations compete are characterized by rapid technological advances, and the Company’s position in these markets depends largely on its continued ability to develop technologically advanced and highly specialized products. Although the Company believes it is an industry technology leader and directs a significant amount of its time and resources toward maintaining its technological competitive advantage, there is no assurance that the Company will be technologically competitive in the future, or that the Company will continue to develop new products that are technologically competitive.

Advanced CompositeElectronics Materials – Strategic Evaluation, Parts and Assemblies

Advanced Composite Materials, PartsOn January 4, 2018, the Company announced that it is conducting a strategic evaluation, including the potential sale, of its electronics materials business and Assemblies - Operations

Thethat it has retained Greenhill & Co., LLC, as its financial advisor, to assist it in the strategic evaluation of the electronics business, which includes manufacturing locations in Singapore, France, California and Arizona and R&D facilities in Singapore and Arizona.  Under any strategic alternative for its electronics business, the Company also developswould retain its aerospace manufacturing operations in Kansas, its headquarters in New York and manufactures engineered, advancedits aerospace composite materials and advanced composite parts and assemblies and low-volume tooling for the aerospace markets and prototype tooling for such parts and assemblies.

The Company’s advanced composite materials are developed and manufactured by the Company’s Park Aerospace Technologies Corp. (“PATC”) business unit located at the Newton, Kansas Airport and by the Company’s Nelco Products Pte. Ltd. business unitmanufacturing facility in Singapore.  The Company’s advanced composite partsCompany expects to conclude its strategic evaluation of its electronics business in the second quarter of its 2019 fiscal year ending March 3, 2019.  However, no specific timetable has been set, and assemblies and low-volume tooling are also developed and manufactured bythere can be no assurance that a sale or any other transaction will take place as a result of the Company’s PATC business unit.strategic evaluation.

PATC offers a full range of advanced composite materials manufacturing capability, as well as composite parts design, assembly and production capability, all in its Newton facility. PATC offers composite aircraft and space vehicle parts design and assembly services, in addition to “build-to-print” services. The Company believes that the ability of its PATC facility to offer such a wide and comprehensive array of composite materials and parts manufacturing and development technology and capability to the aircraft and space vehicle industries provides attractive benefits and advantages to those industries.

Advanced Composite MaterialsBacklog, Parts and Assemblies – Industry Background

The advanced composite materials manufactured by the Company and its competitors are used primarily to fabricate light-weight, high-strength structures with specifically designed performance characteristics. Composite materials are typically highly specified combinations of resin formulations and reinforcements. Reinforcements can be unidirectional fibers, woven fabrics, or non-woven goods such as mats or felts. Reinforcement materials are constructed of E-glass (fiberglass), carbon fiber, S2 glass, aramids, such as Kevlar® ("Kevlar" is a registered trademark of E.I. du Pont de Nemours & Co.) and Twaron® (“Twaron” is a registered trademark of Teijin Twaron B.V. LLC), quartz, polyester and other synthetic materials. Resin formulations are typically highly proprietary, and include various chemical and physical mixtures. The Company produces resin formulations using various epoxies, polyesters, phenolics, cyanate esters, polyimides and other complex matrices. The reinforcement combined with the resin is referred to as a “prepreg”. Advanced composite materials can be broadly categorized as either a thermoset or a thermoplastic. While both material types require the addition of heat to form a consolidated laminate, thermoplastics can be reformed using additional heat. Once fully cured, thermoset materials cannot be further reshaped. The Company believes that the demand for thermoset advanced materials is greater than that for thermoplastics due to the fact that fabrication processes for thermoplastics require much higher temperatures and pressures and are, therefore, typically more capital intensive than the fabrication processes for thermoset materials.

The Company works with aerospace original equipment manufacturers (“OEMs”), such as general aviation aircraft manufacturers, and certain tier I suppliers to qualify its advanced composite materials or parts and assemblies for use on current and upcoming programs. The Company’s customers typically design and specify a material specifically to meet the needs of the part’s end use and the customers’ processing methods. Such customers sometimes work with a supplier to develop the specific resin system and reinforcement combination to match the application. The Company’s customers’ processing, or the Company’s processing, may include hand lay-up, resin infusion or more advanced automated lay-up processes. Automated lay-up processes include automated tape lay-up, automated fiber placement and filament winding. These fabrication processes significantly alter the material form purchased. After the lay-up process is completed, the material is cured by the addition of heat and pressure. Cure processes typically include vacuum bag oven curing, high pressure autoclave, press forming and before-press curing. After the part has been cured, final finishing and trimming, and assembly of the structure, is performed by the fabricator or the Company.

Advanced Composite Materials, Parts and Assemblies – Products

The advanced composite materials products manufactured by the Company are primarily thermoset curing prepregs. The Company has developed proprietary resin formulations to suit the needs of the markets in which it participates by analyzing the needs of the markets and working with its customers. The complex process of developing resin formulations and selecting the proper reinforcement is accomplished through a collaborative effort of the Company’s research and development and technical sales and marketing resources working with the customers’ technical staff. The Company focuses on developing a thorough understanding of its customers’ businesses, product lines, processes and technical challenges. The Company develops innovative solutions which utilize technologically advanced materials and concepts for its customers.

The Company’s advanced composite materials products include prepregs manufactured from proprietary formulations using modified epoxies, phenolics, polyesters, cyanate esters and polyimides combined with woven, non-woven and unidirectional reinforcements. Reinforcement materials used to produce the Company’s products include polyacrylonitrile (“PAN”) based carbons, E-glass, S2 glass, polyester, quartz, carbonized rayon, carbon fiber, aramids, such as Kevlar® (“Kevlar” is a registered trademark of E.I. du Pont de Nemours & Co.), Twaron® (“Twaron” is a registered trademark of Teijin Twaron B.V. LLC), polyester and other synthetic materials. The Company also sells certain specialty fabrics, such as Raycarb C2, a carbonized rayon fabric produced by Airbus Safran Launchers SAS (formerly Herakles, formerly Snecma Propulsion Solide) and used mainly in the rocket motor industry.

The Company’s composite parts and assemblies are manufactured with carbon, fiberglass and other reinforcements impregnated with formulated resins. Certain of these impregnated reinforcements, or prepregs, are also manufactured by PATC.

Advanced Composite Materials, Parts and Assemblies – Customers and End Markets

The Company’s advanced composite materials, parts and assemblies customers include manufacturers in the aerospace, fixed and rotary wing aircraft, rocket motor, electronics, RF and specialty industrial markets. The Company’s materials are marketed primarily by sales personnel and, to a lesser extent, by independent distributors and independent sales representatives.

While no single advanced composite materials, parts and assemblies customer accounted for 10% or more of the Company’s total sales during either of the last two fiscal years, the loss of a major customer or of a group of some of the largest customers of the Company’s advanced composite materials, parts and assemblies product line could have a material adverse effect on such product line.

The Company’s aerospace customers include fabricators of aircraft composite parts and assemblies. The Company’s advanced composite materials are used by such fabricators and by the Company to produce primary and secondary structures, aircraft interiors and various other aircraft components. The Company’s customers for aerospace materials, and the Company itself, produce parts and assemblies for commercial aircraft and for the general aviation and business aviation, kit aircraft and military markets. Many of the Company’s composite materials are used in the manufacture of aircraft certified by the Federal Aviation Administration (the “FAA”).

Customers for the Company’s rocket motor materials include United States defense prime contractors and subcontractors. These customers fabricate rocket motors for heavy lift space launchers, strategic defense weapons, tactical motors and various other applications. The Company’s materials are used to produce heat shields, exhaust gas management devices and insulative and ablative nozzle components. Rocket motors are primarily used for commercial and military space launch, and for tactical and strategic weapons. The Company also has customers for these materials outside of the United States.

The Company also sells composite materials for use in RF electrical applications. Customers buying these materials typically fabricate antennas and radomes engineered to preserve electrical signal integrity. A radome is a protective cover over an electrical antenna or signal generator. The radome is designed to minimize signal loss and distortion.

Advanced Composite Materials, Parts and Assemblies – Manufacturing

The Company’s manufacturing facilities for advanced composite materials are currently located in Newton, Kansas and in Singapore, and its manufacturing facility for composite parts and assemblies is also located in Newton, Kansas. See “Advanced Composite Materials, Parts and Assemblies - Operations” elsewhere in this Report.

The process for manufacturing composite materials, parts and assemblies is capital intensive and requires sophisticated equipment, significant technical know-how and very tight process controls. The key steps used in the manufacturing process include resin mixing, reinforcement impregnation, resin film casting and solvent drying processes.

Prepreg is manufactured by the Company using either solvent (solution) coating methods on a treater or by hot melt impregnation. A solution treater is a roll-to-roll continuous process machine which sequences reinforcement through tension controllers and combines solvated resin with the reinforcement. The reinforcement is dipped in resin, passed through a drying oven which removes the solvent and advances (or partially cures) the resin. The prepreg material is interleafed with a carrier and cut to the roll lengths desired by the customer. The Company also manufactures prepreg using hot melt impregnation methods which use no solvent. Hot melt prepreg manufacturing is achieved by mixing a resin formulation in a heated resin vessel, casting a thin film on a carrier paper, and laminating the reinforcement with the resin film.

The Company also completes additional processing services, such as slitting, sheeting, biasing, sewing and cutting, if needed by the customer. Many of the products manufactured by the Company also undergo extensive testing of the chemical, physical and mechanical properties of the product. These testing requirements are completed in the laboratories and facilities located at the Company’s manufacturing facilities. The Company’s laboratories have been approved by several aerospace OEMs, and the Company has achieved certification pursuant to the National Aerospace and Defense Contractors Accreditation Program (“NADCAP”) for both non-metallic materials manufacturing and testing and composites fabrication. After all the processing has been completed, the product is inspected and packaged for shipment to the customer. The Company typically supplies final product to the customer in roll or sheet form. The Company’s PATC facility has received accreditation by NADCAP for composite parts manufacturing and for composite materials manufacturing, and the Company believes that the PATC facility is one of the few facilities in the world with NADCAP accreditation for manufacturing both composite materials and composite parts.

Advanced Composite Materials, Parts and Assemblies – Materials and Sources ofSupply

The Company designs and manufactures its advanced composite materials to its own specifications and to the specifications of its customers. Product development efforts are focused on developing prepreg materials that meet the specifications of the customers. The materials used in the manufacture of these engineered materials include graphite and carbon fibers and fabrics, aramids, such as Kevlar® ("Kevlar" is a registered trademark of E.I. du Pont de Nemours & Co.) and Twaron® (“Twaron” is a registered trademark of Teijin Twaron B.V. LLC), quartz, fiberglass, polyester, specialty chemicals, resins, films, plastics, adhesives and certain other synthetic materials. The Company purchases these materials from several suppliers. Substitutes for many of these materials are not readily available. The qualification and certification of advanced composite materials for certain FAA certified aircraft typically include specific requirements for raw material supply and may restrict the Company’s flexibility in qualifying alternative sources of supply for certain key raw materials. The Company continues to work to determine acceptable alternatives for several raw materials.

The Company manufactures composite parts and assemblies primarily to its customers’ specifications using its own composite materials or composite materials supplied by third parties, based on the specific requirements of the Company’s customers.

Advanced Composite Materials, Parts and Assemblies – Competition

The Company has many competitors in the advanced composite materials, parts and assemblies markets, ranging in size from large international corporations to small regional producers. Several of the Company’s largest competitors are vertically integrated, producing raw materials, such as carbon fiber and cloth, as well as composite parts and assemblies. Some of the Company’s competitors may also serve as a supplier to the Company. The Company competes for business primarily on the basis of responsiveness, product performance, product qualification, FAA data base design allowables and innovative new product development.

Backlog

The Company considers an item as backlog when it receives a purchase order specifying the number of units to be purchased, the purchase price, specifications and other customary terms and conditions. At April 26, 2015,May 1, 2018, the unfilled portion of all purchase orders received by the Company and believed by it to be firm was approximately $28,147,000,$18,151,314, compared to $33,755,000$14,642,952 at April 27, 2014.May 1, 2017. A major portion of the Company’s backlog consists of composite materials.

Various factors contribute to the size of the Company’s backlog. Accordingly, the foregoing information may not be indicative of the Company’s results of operations for any period subsequent to the fiscal year ended March 1, 2015.February 25, 2018.

Patents and Trademarks

The Company holds several patents and trademarks or licenses thereto. In the Company’s opinion, some of these patents and trademarks are important to its products. Generally, however, the Company does not believe that an inability to obtain new; or to defend existing, patents and trademarks would have a material adverse effect on the Company.

Employees

At March 1, 2015,February 25, 2018, the Company had 461387 employees. Of these employees, 395342 were engaged in the Company’s manufacturing operations, and 6645 consisted of executive, sales and marketing and research and development personnel and general administrative staff.

Environmental Matters

Environmental Matters

The Company is subject to stringent environmental regulation of its use, storage, treatment and disposal of hazardous materials and the release of emissions into the environment. The Company believes that it currently is in substantial compliance with the applicable Federal, state and local and foreign environmental laws and regulations to which it is subject and that continuing compliance therewith will not have a material effect on its capital expenditures, earnings or competitive position. The Company does not currently anticipate making material capital expenditures for environmental control facilities for its existing manufacturing operations during the remainder of its current fiscal year or its succeeding fiscal year. However, developments, such as the enactment or adoption of even more stringent environmental laws and regulations, could conceivably result in substantial additional costs to the Company.

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 the waste sites by various companies which contracted with the subsidiaries to provide waste disposal services. Neither the Company nor any of its subsidiaries has 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. Management believes the ultimate disposition of known environmental matters will not have a material adverse effect on the liquidity, capital resources, business, consolidated results of operations or financial position of the Company.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Environmental Matters” included in Item 7 of Part II of this Report and Note 1312 of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report.

Factors That May Affect Future Results

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their companies without fear of litigation so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the statement. 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 Park's expectations or from results which might be projected, forecasted, estimated or budgeted by the Company in forward-looking statements.

Generally, forward-looking statements can be identified by the use of words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “goal,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions or the negative or other variations thereof. Such forward-looking statements are based on current expectations that involve a number of uncertainties and risks that may cause actual events or results to differ materially from the Company’s expectations.

The factors described under “Risk Factors” in Item 1A of this Report, as well as the following additional factors, could cause the Company's actual results to differ materially from any such results which might be projected, forecasted, estimated or budgeted by the Company in forward-looking statements.

On January 4, 2018, the Company announced that it is conducting a strategic evaluation, including the potential sale, of its electronics materials business and that it has retained Greenhill & Co., LLC, as its financial advisor, to assist it in such strategic evaluation. The Company expects to conclude the strategic evaluation of its electronics business in the second quarter of the 2019 fiscal year ending March 3, 2019. However, no specific timetable has been set, and potential risks and uncertainties of the strategic evaluation include that (i) there can be no assurance that a sale or any other transaction will take place or be consummated as a result of such strategic evaluation, (ii) the announcement of a potential transaction may negatively affect the Company’s business relationships (including, without limitation, customers and suppliers) and its employees, (iii) failure to complete a potential transaction could negatively impact the market price of the Company’s common stock and the future business and financial results of the Company, (iv) significant expenses may be incurred by the Company in consideration of a potential transaction and contingent expenses may result if a potential transaction is consummated, and (v) management’s attention may be diverted from the Company’s ongoing business operations during consideration of a potential transaction. In the event that a sale of the Company’s electronics business is consummated, the Company would be subject to the following additional risks and uncertainties that may cause actual events or results to differ materially from the Company’s expectations:

ITEM 1A. RISK FACTORS.

The business of the Company faces numerous risks, including those set forth below or those described elsewhere in this Form 10-K Annual Report or in the Company's other filings with the Securities and Exchange Commission. The risks described below are not the only risks that the Company faces, nor are they necessarily listed in order of significance. Other risks and uncertainties may also affect the Company’s business. Any of these risks may have a material adverse effect on the Company's business, financial condition, results of operations or cash flow.

The industries in which the Company operates are undergoing technological changes, and the Company's business could suffer if the Company is unable to adjust to these changes.

The Company's operating results could be negatively affected if the Company were unable to maintain and increase its technological and manufacturing capability and expertise. Rapid technological advances in semiconductors and electronic equipment have placed rigorous demands on the printed circuitelectronics materials manufactured by the Company and used in printed circuit board production.

The industries in which the Company operates are very competitive.

Certain of the Company's principal competitors are substantially larger and have greater financial resources than the Company, and the Company's operating results will be affected by its ability to maintain its competitive positions in these industries. The printed circuitelectronics materials, advancedaerospace composite materials and composite partsstructures and assemblies industries are intensely competitive and the Company competes worldwide in the markets for such products.

The Company is vulnerable to an increase in the cost of gas or electricity.

Changes in the cost or availability of gas or electricity could materially increase the Company's cost of operations. The Company's production processes require the use of substantial amounts of gas and electricity, the cost and available supply of which are beyond the control of the Company.

The Company is vulnerable to disruptions and shortages in the supply of, and increases in the prices of, certain raw materials.

There are a limited number of qualified suppliers of the principal materials used by the Company in its manufacture of printed circuitelectronics materials, advancedaerospace composite materials and composite partsstructures and assemblies. The Company has qualified alternate sources of supply for many, but not all, of its raw materials, but certain raw materials are produced by only one supplier. In some cases, substitutes for certain raw materials are not always readily available, and in the past there have been shortages in the market for certain of these materials. Raw material substitutions for certain aircraft related products may require governmental (such as Federal Aviation Administration) approval. While the Company considers its relationships with its suppliers to be strong, a shortage of these materials or a disruption of the supply of these materials caused by a natural disaster, such as the earthquake and tsunami in Japan in March 2011, or otherwise could materially increase the Company’s cost of operations and could materially adversely affect the business and results of operations of the Company. Likewise, significant increases in the cost of materials purchased by the Company could also materially increase the Company’s cost of operations and could have a material adverse effect on the Company’s business and results of operations if the Company were unable to pass such increases through to its customers. The Company experienced a supply chain issue as a result of the earthquake and tsunami in Japan in March 2011. Such issue was resolved during the 2012 fiscal year third quarter.

During the 2013, 20142018, 2017 and 20152016 fiscal years, the Company experienced significant volatility in the cost of copper foil, one of the Company’s primary raw materials. The Company generally passes changes in the costs of its raw materials through to its customers. See “Business—Printed CircuitElectronics Materials—Materials and Sources of Supply” in Item 1 of Part I of this Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of this Report.

The Company's customer base is highly concentrated, and the loss of one or more customers could adversely affect the Company's business.

A loss of one or more key customers could adversely affect the Company's profitability.  The Company's customer base is concentrated, in part, because the Company's business strategy has been to develop long-term relationships with a select group of customers. During the Company's fiscal years ended March 1, 2015, March 2, 2014February 25, 2018, February 26, 2017 and March 3, 2013,February 28, 2016, the Company's ten largest customers accounted for approximately 53%, 59%48% and 63%51%, respectively, of net sales. The Company expects that sales to a relatively small number of customers will continue to account for a significant portion of its net sales for the foreseeable future. See "Business—Printed CircuitElectronics Materials—Customers and End Markets” and “Business—AdvancedAerospace Composite Materials, PartsStructures and Assemblies—Customers and End Markets” in Item 1 of Part I of this Report.

The Company's business is dependent on the electronics and aerospace industries,, which are cyclical in nature.

The electronics and aerospace industries are cyclical and have experienced recurring cycles. The downturns such as occurred in the electronics industry during the first quarter of the Company's fiscal year ended March 3, 2002 and in the general aviation industry in the fourth quarter of the Company’s 2009 fiscal year, can be unexpected and have often reduced demand for, and prices of, printed circuit materials and advanced composite materials, partsstructures and assemblies. This potential reduction in demand and prices could have a negative impact on the Company’s business.

In addition, the Company is subject to the effects of general regional and global economic and financial conditions, such as the worldwide economic and financial crises that commenced in the second half of the Company’s fiscal year ended March 1, 2009.conditions.

The Company relies on short-term orders from its customers.

A variety of conditions, both specific to the individual customer and generally affecting the customer’s industry, can cause a customer to reduce or delay orders previously anticipated by the Company, which could negatively impact the Company’s business. In the printed circuit materials market, the Company typically does not obtain long-term purchase orders or commitments. Instead, it relies primarily on continual communication with its customers to anticipate the future volume of purchase orders.

The Company’s customers may require the Company to undergo a lengthy and expensive qualification process with respect to its products, with no assurance of sales. Any delay or failure in such qualification process could negatively affect the Company’s business and operating results.

The Company’s customers frequently require that the Company’s products undergo an extensive qualification process, which may include testing for performance, structural integrity and reliability. This qualification process may be lengthy and does not assure any sales of the product to that customer. The Company devotes substantial resources, including design, engineering, sales, marketing and management efforts, and often substantial expense, to qualifying the Company’s products with customers in anticipation of sales. Any delay or failure in qualifying any of its products with a customer may preclude or delay sales of those products to the customer, which may impede the Company’s growth and cause its business to suffer.

In addition, the Company engages in product development efforts with OEMs. The Company will not recover the cost of this product development directly even if the Company actually produces and sells any resulting product. There can be no guarantee that such efforts will result in any sales.

Consolidation among the Company’s customers could negatively impact the Company’s business.

A number of the Company’s customers have combined in recent years and consolidation of other customers may occur. If an existing customer is not the controlling entity following a combination, the Company may not be retained as a supplier. While there is potential for increasing the Company’s position with the combined customer, the Company’s revenues may decrease if the Company is not retained as a supplier.

The Company faces extensive capital expenditure costs.

The Company’s business is capital intensive and, in addition, the introduction of new technologies could substantially increase the Company’s capital expenditures. In order to remain competitive the Company must continue to make significant investments in capital equipment and expansion of operations, which could adversely affect the Company’s results of operations.

The Company’s international operations are subject to different and additional risks than the Company’s domestic operations.

The Company’s international operations are subject to various risks, including unexpected changes in regulatory requirements, foreign currency exchange rates, tariffs and other barriers, political and economic instability, potentially adverse tax consequences, and any impact on economic and financial conditions around the world resulting from geopolitical conflicts or acts of terrorism, all of which could negatively impact the Company’s business. A portion of the sales and costs of the Company’s international operations are denominated in currencies other than the U.S. dollar and may be affected by fluctuations in currency exchange rates.

The Company is subject to a variety of environmental regulations.

The Company’s production processes require the use, storage, treatment and disposal of certain materials which are considered hazardous under applicable environmental laws, and the Company is subject to a variety of regulatory requirements relating to the handling of such materials and the release of emissions and effluents into the environment, non-compliance with which could have a negative impact on the Company’s business or consolidated results of operations. Other possible developments, such as the enactment or adoption of additional environmental laws, could result in substantial costs to the Company.

If the Company’s efforts to protect its trade secrets are not sufficient, the Company may be adversely affected.

The Company’s business relies upon proprietary information, trade secrets and know-how in its product formulations and its manufacturing and research and development activities. The Company takes steps to protect its proprietary rights and information, including the use of confidentiality and other agreements with employees and consultants and in commercial relationships, including with distributors and customers. If these steps prove to be inadequate or are violated, the Company’s competitors might gain access to the Company’s trade secrets, and there may be no adequate remedy available to the CompanyCompany.

The Company depends upon the experience and expertise of its senior management team and key technical employees, and the loss of any key employee may impair the Company’s ability to operate effectively.

The Company’s success depends, to a certain extent, on the continued availability of its senior management team and key technical employees. Each of the Company’s executive officers, key technical personnel and other employees could terminate his or her employment at any time. The loss of any member of the Company’s senior management team might significantly delay or prevent the achievement of the Company’s business objectives and could materially harm the Company’s business and customer relationships. In addition, because of the highly technical nature of the Company’s business, the loss of any significant number of the Company’s key technical personnel could have a material adverse effect on the Company.

The Company competes for manufacturing and engineering talent in a competitive labor market. Personnel turnover and training costs could negatively impact the Company’s operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

Set forth below are the locations of the significant properties owned and leased by the Company, the businesses which use the properties and the size of each such property. All of such properties, except for the Melville, New York property, are used principally as manufacturing and warehouse facilities.

The Company believes its facilities and equipment to be in good condition and reasonably suited and adequate for its current needs. Most of the Company’s manufacturing facilities have the capacity to substantially increase their production levels.

InDuring the 20132018 fiscal year, third quarter, the Company closed its Park Advanced Composite Materials, Inc. (“PACM”) facility, located in Waterbury, Connecticut, after the completion of the transfer of PACM’s aerospace composite materials manufacturing activities to PATC. In the 2013 fiscal year second quarter, the Company closedconsolidated its Nelco Technology (Zhuhai FTZ) Ltd. facility located in the Free Trade Zone in Zhuhai, China and transferred the manufacturing activities conducted by such business unit to the Company’s Nelco Products, Pte. Ltd.Inc. business unit located in Singapore.California and its Neltec, Inc. business unit located in Arizona, and all manufacturing at the California facilities ceased, except for treating operations at the Anaheim facility, which continue as part and under the supervision of the Neltec, Inc. business unit. 

ITEM 3. LEGAL PROCEEDINGSPROCEEDING.S.

None.     No material pending legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

Executive Officers of the Registrant.

Mr. Brian Shore has served as a Director of the Company since 1983 and as Chairman of the Board of Directors since July 2004. He was elected a Vice President of the Company in January 1993, Executive Vice President in May 1994, President in March 1996, and Chief Executive Officer in November 1996. He was President until July 28, 2014, when he was succeeded by Mr. Mastrogiacomo. Mr. Shore also served as General Counsel of the Company from April 1988 until April 1994.

Mr. Mastrogiacomo was elected President and Chief Operating Officer on July 28, 2014 after having served as Executive Vice President and Chief Operating Officer since June 1, 2011 and as Senior Vice President of Strategic Marketing since December 8, 2010. Prior to joining the Company as Vice President of Strategic Marketing in September 2010, Mr. Mastrogiacomo held senior management positions with Sanmina-SCI Corporation, a leading electronics contract manufacturing services company, and its predecessor, Hadco Corporation, a major manufacturer of advanced electronic interconnect systems. Since 2008, Mr. Mastrogiacomo was Senior Vice President, Printed Wiring Board (USA) of Sanmina-SCI Corporation; from 2004 to 2008, he was Senior Vice President of Operations, the Americas Enclosures Systems of Sanmina-SCI; and from 2000 to 2004, he was Senior Vice President, Printed Wiring Board Operations of Sanmina-SCI. During the twelve years prior to 1997, he held several management positions with Hadco Corporation.

Mr. Gilhuley was elected Executive Vice President – Administration on April 5, 2012, and he has been Secretary of the Company since July 1996. Prior to April 5, 2012, he had been Executive Vice President of the Company since October 2006 and Senior Vice President from March 2001 to October 2006. He also was General Counsel of the Company from April 1994 to October 2011, when he was succeeded by Stephen M. Banker, who was Vice President and General Counsel from October 2011 to May 2014 and who was succeeded by Mr. Petropoulos.

Mr. Farabaugh was elected Senior Vice President and Chief Financial Officer on April 9, 2012.March 10, 2016.  He had been Vice President and Chief Financial Officer of the Company since April 2012 and Vice President and Controller of the Company since October 2007. Prior to joining the Company, Mr. Farabaugh was Corporate Controller of American Technical Ceramics, a publicly traded international company and a manufacturer of electronic components, located in Huntington Station, New York, from 2004 to September 2007 and Assistant Controller from 2000 to 2004. Prior thereto, Mr. Farabaugh was Assistant Controller of Park Electrochemical Corp. from 1989 to 2000. Prior to joining Park in 1989, Mr. Farabaugh had been a senior accountant with KPMG.

Mr. PetropoulosBenjamin Shore was elected Senior Vice President and General Counsel on September 4, 2014.– Business Development of the Company in October 2017.  Prior to joining the Company, Mr. Petropoulos had been Managing Attorneyhe was employed by athenahealth, Inc. located in Watertown, Massachusetts, through September 2017, where most recently he was Manager, Corporate Development, working on mergers and acquisitions, strategic partnerships and investments.  From 2011 to 2014, he was an Investment Analyst and subsequently a Senior Investment Analyst at Scientific Games CorporationPrudential Capital Group in New York, City since November 2011. From September 2007 to OctoberNew York, where he invested capital in middle market companies in many different industries; and in 2010 and 2011, he was Senior Corporate Counsel, Finance & Strategic Development,an Associate in Economic and Valuation Services at Coca-Cola HBC SA in Attica, Greece; and from October 2002 to September 2007 he was an attorney at Latham & WatkinsKPMG LLP in New York, City.New York, working on financial and tax consulting projects. He is a CFA Charterholder.

Mr. Esquivel was appointedelected Senior Vice President-President – Aerospace of the Company in October 2017. He had been Vice President – Aerospace of the Company since April 2015. Mr. Esquivel2015 and was also appointed as President of the Company’s PATCPark Aerospace Technologies Corp. business unit in Newton, Kansas. Mr. Esquivel has been employed by the Company and its subsidiaries in various positions since 1994. He was Vice President of Aerospace Composite PartsStructures of PATC from March 2012 to April 2015 and President of PATC from June 2010 to March 2012. Prior to June 2010, Mr. Esquivel was Vice President and General Manager of Neltec, Inc., the Company’s high-technology circuitry materials business unit located in Tempe, Arizona, and responsible for the day-to-day operations of Neltec, Inc., since his appointment to that position in September 2008. He served as Manufacturing Manager of Neltec, Inc. from August 2004 to September 2008 and as Materials Manager from February 2001 to August 2004, and he held various positions since he originally joined Neltec, Inc. in 1994.

Mr. Petropoulos was elected Vice President and General Counsel on September 4, 2014. Prior to joining the Company, Mr. Petropoulos had been Managing Attorney at Scientific Games Corporation in New York City since November 2011. From September 2007 to October 2011, he was Senior Corporate Counsel, Finance & Strategic Development at Coca-Cola HBC SA in Attica, Greece; and from October 2002 to September 2007 he was an attorney at Latham & Watkins LLP in New York City.  

There are no family relationships between the directors or executive officers of the Company.Company, except that Benjamin Shore is the nephew of Brian Shore.

Each executive officer of the Company serves at the pleasure of the Board of Directors of the Company.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company’s Common Stock is listed and trades on the New York Stock Exchange (trading symbol PKE). (The Common Stock also trades on the Chicago Stock Exchange.) The following table sets forth, for each of the quarterly periods indicated, the high and low sales prices for the Common Stock as reported on the New York Stock Exchange Composite Tape and dividends declared on the Common Stock.

For the Fiscal Year Ended		Stock Price								Dividends
March 1, 2015		High				Low				Declared
First Quarter		$	30.60			$	24.03			$	0.10
Second Quarter			32.46				25.59				0.10
Third Quarter			28.34				19.31				0.10
Fourth Quarter			25.87				20.50				1.60		(a)

For the Fiscal Year Ended		Stock Price								Dividends					Stock Price								Dividends
March 2, 2014		High				Low				Declared
February 25, 2018															High				Low				Declared
First Quarter		$	26.41			$	22.31			$	0.10				$	20.24			$	16.00			$	0.10
Second Quarter			28.43				23.08				0.10					19.22				16.35				0.10
Third Quarter			30.18				26.32				0.10					19.85				17.78				0.10
Fourth Quarter			30.64				24.88				2.60		(b)			23.58				16.93				3.10	(a)

 

(a)   During the 2015 fiscal year fourth quarter, the Company declared its regular quarterly cash dividend of $0.10 per share in December 2014, payable February 2, 2015 to shareholders of record on January 5, 2015, and declared a special cash dividend of $1.50 per share in January 2015, payable February 24, 2015 to shareholders of record on February 10, 2015.

For the Fiscal Year Ended		Stock Price								Dividends
February 26, 2017		High				Low				Declared
First Quarter		$	16.82			$	14.06			$	0.10
Second Quarter			17.50				14.05				0.10
Third Quarter			18.76				13.76				0.10
Fourth Quarter			19.83				17.56				0.10

(a)

During the 2018 fiscal year fourth quarter, the Company declared its regular cash dividend of $0.10 per share in December 2017, payable February 6, 2018 to shareholders of record on January 2, 2018, and declared a special cash dividend of $3.00 per share in January 2018, payable February 13, 2018 to shareholders of record on January 23, 2018.

 

(b)    During the 2014 fiscal year fourth quarter, the Company declared its regular quarterly cash dividend of $0.10 per share in December 2013, payable February 3, 2014 to shareholders of record on January 3, 2014, and  declared a special cash dividend of $2.50 per share in January 2014, payable February 25, 2014 to shareholders of record on February 11, 2014.

As of May 8, 2015,4, 2018, there were 618539 holders of record of Common Stock.

 

The Company expects, for the immediateforeseeable future, to continue to pay regular cash dividends.

 

The following table provides information with respect to shares of the Company’s Common Stock acquired by the Company during each month included in the Company’s 20152018 fiscal year fourth quarter ended March 1, 2015.February 25, 2018.

 

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
November 27 - December 25			0			$	-				0
December 26 - January 25			0			$	-				0
January 26 - February 25			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
December 1 - January 1			-			$	-				0
January 2 - February 1			95,334				21.52				95,334
February 2 - March 1			23,422				21.78				23,422
Total			118,756			$	21.58				118,756		1,131,244 (a)

(a)      Aggregate numberAs a result of shares available to be purchased by the Company pursuant to a share purchase authorizationauthorizations announced on January 8, 2015. Pursuant to such authorization,2015 and March 10, 2016, 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 20,241,571 total outstanding shares from time to timeas of the close of business on the open market or in privately negotiated transactions.May 4, 2018.

 

In addition to the shares shown in the table above, the Company purchased an aggregate of 444,834 shares during the period March 9, 2015 through April 24, 2015 at an average price paid per share of $21.32, leaving an aggregate total of 686,410 shares available to be purchased by the Company pursuant to the aforementioned share purchase authorization announced on January 8, 2015. All of such 444,834 shares were purchased by the Company pursuant to a Rule 10b5-1 Stock Purchase Plan established by the Company on February 13, 2015 and terminated by the Company on April 24, 2015. Additional purchases by the Company pursuant to the aforementioned share purchase authorization may occur from time to time in the future. As previously announced by the Company, shares purchased by the Company will be retained as treasury stock and will be available for use under the Company’s stock option plan and for other corporate purposes.

 

Stock Performance Graph

The graph set forth below compares the annual cumulative total return for the Company’s five fiscal years ended February 25, 2018 among the Company, the New York Stock Exchange Market Index (the “NYSE Index”) and a Zachs Investment Research, Inc. (formerly Morningstar Inc., formerly Hemscott, Inc.) index for electronic components and accessories manufacturers (the “Group Index”) comprised of the Company and 222 other companies.  The companies in the Group Index are classified in the same three-digit industry group in the Standard Industrial Classification Code system and are described as companies primarily engaged in the manufacture of electronic components and accessories.  The returns of each company in the Group Index have been weighted according to the company’s stock market capitalization.  The graph has been prepared based on an assumed investment of $100 on March 1, 2013 and the reinvestment of dividends (where applicable).

		2013				2014				2015				2016				2017				2018
Park Electrochemical Corp		$	100.00			$	125.50			$	103.73			$	69.08			$	96.10			$	101.71
Group Index		$	100.00			$	122.93			$	162.02			$	146.70			$	211.77			$	286.93
NYSE Index		$	100.00			$	120.53			$	131.07			$	117.09			$	144.30			$	165.24

 

ITEM 6. SELECTED FINANCIAL DATA.

 

The following selected consolidated financial data of Park and its subsidiaries is qualified by reference to, and should be read in conjunction with, the Consolidated Financial Statements, related Notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere herein. Insofar as such consolidated financial information relates to the five fiscal years ended March 1, 2015February 25, 2018 and is as of the end of such periods, it is derived from the Consolidated Financial Statements for each of the five fiscal years in the period ended March 1, 2015February 25, 2018 and as of such dates audited by the Company’s independent registered public accounting firms. The Consolidated Financial Statements as of March 1, 2015February 25, 2018 and March 2, 2014,February 26, 2017 and for each of the three fiscal years ended March 1, 2015, March 2, 2014February 25, 2018, February 26, 2017 and March 3, 2013,February 28, 2016, together with the report of the independent registered public accounting firm for the year ended March 1, 2015 and the report of the independent registered public accounting firm for thefiscal years ended March 2, 2014February 25, 2018, February 26, 2017 and March 3, 2013,February 28, 2016, appear in Item 8 of Part II of this Report.

 

		Fiscal Year Ended																				Fiscal Year Ended
		(Amounts in thousands, except per share amounts)																				(Amounts in thousands, except per share amounts)
		March 1,				March 2,				March 3,				February 26,				February 27,				February 25,				February 26,				February 28,				March 1,				March 2,
		2015				2014				2013				2012				2011				2018				2017				2016				2015				2014
STATEMENT OF EARNINGS INFORMATION
Net sales		$	162,086			$	165,764			$	176,416			$	193,254			$	211,652			$	111,196			$	114,609			$	145,855			$	162,086			$	165,764
Cost of sales			113,133				117,664				125,866				138,512				141,751				84,737				84,568				103,103				113,133				117,664
Gross profit			48,953				48,100				50,550				54,742				69,901				26,459				30,041				42,752				48,953				48,100
Selling, general andadministative expenses			24,373				25,168				26,595				28,247				27,917				19,371				19,739				21,211				24,373				25,168
Restructuring charges			1,179				546				3,703				1,250				1,312				5,022				313				535				1,179				546
Earnings from operations			23,401				22,386				20,252				25,245				40,672				2,066				9,989				21,006				23,401				22,386
Interest expense			1,438				764				14				-				-				2,269				1,432				1,657				1,438				764
Interest and other income			827				460				647				808				645				2,675				1,704				1,149				827				460
Litigation and insurance settlements			-				-				-				1,598				-
Loss on sale of marketable securities																							(1,342	)			-				-				-				-
Earnings before income taxes			22,790				22,082				20,885				27,651				41,317				1,130				10,261				20,498				22,790				22,082
Income tax provision			2,747				64,411				3,924				4,209				8,696
Income tax (benefit) provision																							(19,465	)			978				2,469				2,747				64,411
Net earnings(loss)		$	20,043			$	(42,329	)		$	16,961			$	23,442			$	32,621			$	20,595			$	9,283			$	18,029			$	20,043			$	(42,329	)
Earnings per share:
Basic earnings (loss) per share		$	0.96			$	(2.03	)		$	0.82			$	1.13			$	1.58			$	1.02			$	0.46			$	0.89			$	0.96			$	(2.03	)
Diluted earnings (loss) per share		$	0.96			$	(2.03	)		$	0.81			$	1.13			$	1.58			$	1.02			$	0.46			$	0.89			$	0.96			$	(2.03	)
Cash dividends per common share		$	1.90			$	2.90			$	2.90			$	0.40			$	1.40			$	3.40			$	0.40			$	0.40			$	1.90			$	2.90
Weighted average number of commonshares outstanding:
Basic			20,912				20,849				20,801				20,746				20,628				20,237				20,235				20,347				20,912				20,849
Diluted			20,986				20,849				20,823				20,792				20,675				20,267				20,239				20,352				20,986				20,849
BALANCE SHEET INFORMATION
Working capital		$	283,535			$	286,997			$	303,996			$	290,149			$	271,706			$	129,041			$	255,007			$	255,507			$	283,535			$	286,997
Total assets			350,682				377,093				369,658				365,988				353,808				169,023				308,578				314,777				350,682				377,093
Long-term debt			84,000				94,000				52,000				-				-				-				68,500				72,000				84,000				94,000
Shareholders' equity			181,599				200,543				299,922				343,211				325,308				135,261				182,826				180,867				181,599				200,543

 

See notes to Consolidated Financial Statements in Item 8 of Part II of this Report.

 

ITEM 7. 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 designs, 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 products principally for the telecommunications and internet infrastructure, enterprise and high-end computing markets and advanced composite materials, parts and assemblies products and low-volume tooling for the military/aerospace markets. Park’s core capabilities are in the areas of polymer chemistry formulation and coating technology. The Company’s manufacturing facilities are located in Kansas, Singapore, France, Kansas, Arizona and California. The Company also maintains research and development facilities in Arizona, Kansas and Singapore.

 

The Company’s fiscal year is the 52 or 53 week period ending the Sunday nearest to the last day of February. The 2015, 20142018, 2017 and 20132016 fiscal years ended on March 1, 2015, March 2, 2014February 25, 2018, February 26, 2017 and March 3, 2013,February 28, 2016, respectively. The 2015, 20142018, 2017 and 20132016 fiscal years each consisted of 52 52 and 53 weeks, respectively.weeks. Unless otherwise indicated in this Discussion and Analysis, all references to years and quarters in this Discussion and Analysis are to the Company’s fiscal years and fiscal quarters and all annual and quarterly information in this Discussion and Analysis is for such fiscal years.years and quarters, respectively.

2018 Financial Overview

In 2018, the Company consolidated its Nelco Products, Inc. Business Unit located in Fullerton, California and its Neltec, Inc. Business Unit located in Tempe, Arizona and recorded pre-tax restructuring charges of $4.4 million related to the consolidation. The Company estimates the remaining pre-tax charge related to the consolidation to be approximately $1.1 million and expects to incur this remaining charge primarily during the fiscal year ending February 28, 2021.

On January 3, 2018, the Company voluntarily prepaid its remaining loan balance of $68.5 million under the Credit Agreement, dated as of January 16, 2016, between the Company and HSBC Bank USA (the “Credit Agreement”) and terminated the Credit Agreement. The prepayment was made with the Company’s cash and cash equivalents, marketable securities and restricted cash. In connection with the termination of the Credit Agreement, the Company expensed the remaining deferred financing costs of $0.1 million in the fourth quarter of 2018.

On January 4, 2018, the Company announced that it is conducting a strategic evaluation, including the potential sale, of its electronics business and that it has retained Greenhill & Co., LLC as its financial advisor to assist it in the strategic evaluation of the electronics business, which includes manufacturing locations in Singapore, France, California and Arizona and R&D facilities in Singapore and Arizona. During 2018, the Company recorded $0.4 million of advisory fees in connection with the strategic evaluation.

 

The comparisonCompany paid a special cash dividend of $3.00 per share on February 13, 2018 to shareholders of record at the close of business on January 23, 2018. The special cash dividend was funded from the Company’s cash balances. This special dividend, together with the Company’s regular quarterly dividend of $0.10 per share paid February 6, 2018 to shareholders of record on January 2, 2018, brings the total amount of dividends paid to shareholders to $20.10 per share, a total of approximately $412 million, since the Company’s 2005 fiscal year.

During 2018, the Company recorded a non-cash charge of $0.5 million in connection with the modification of previously granted employee stock options resulting from the $3.00 per share special cash dividend paid by the Company in February 2018. Selling, general and administrative expenses in 2018 included $1.4 million of stock option expense.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted and significantly revised U.S. corporate income tax by, among other things, lowering corporate income tax rates, imposing a one-time transition tax on deemed repatriated earnings of non-U.S. subsidiaries, and implementing a territorial tax system.

In the fourth quarter of 2018, the Company recorded a discrete tax benefit of $17.8 million due to the reduction of liabilities previously recorded, partially offset by the one-time transition tax on deemed repatriated earnings of certain non-U.S. subsidiaries. This one-time transition tax and the previously recorded liabilities are based on the Company’s post-1986 earnings and profits not previously subjected to U.S. taxation.

In the fourth quarter of 2018, as a result of the Company's resultsTax Act, the Company recorded a discrete non-cash tax benefit of operations for 2014$0.2 million due to the Company's resultsre-measurement of operationsU.S. deferred tax assets and liabilities. The Company re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21% for 2013 are impactedFederal income tax purposes.

The changes in the U.S. tax code, enacted by the facts thatTax Act, allowed the 2014 fiscal year consistedCompany to repatriate its foreign accumulated income at a lower effective tax rate. In response to the Tax Act, the Company liquidated certain marketable securities and repatriated cash held by foreign subsidiaries during the 13-week period ended February 25, 2018. As a result, the Company recorded losses on the sales of 52 weeksmarketable securities of $1.3 million in connection with the repatriation of cash and the 2013 fiscal year consistedprepayment of 53 weeks.

2015 Financial Overviewall outstanding debt under the Credit Agreement in the amount of $68.5 million of principal and the funding of a special cash dividend of $3.00 per share paid in February 2018.

 

The Company's total net sales worldwide in 20152018 were 2%3% lower than in 20142017 primarily due to lower sales of the Company’s printed circuit materialselectronics products in Asia and North America, and Europe, partially offset by higher sales of the Company’s printed circuit materials products in Asia and higher sales of the Company’s aerospace composite materials, partsstructures and assemblies and low-volume tooling. The lower sales in Asia were primarily due to a slowdown in demand for the Company’s products which are used by original equipment manufacturers (“OEMs”) in the manufacture of equipment for the internet and telecommunications infrastructure in developing countries and certain legacy materials coming to end-of-program life at OEMs. The increase in aerospace sales was primarily due to higher sales to a major customer following completion of that customer’s inventory correction.

 

Despite the decline in total net sales and the fixed nature of certain overhead costs, the Company’s gross profit increased in 2015 compared to 2014. The Company’s gross profit margin, measured as a percentage of sales, improveddecreased to 30.2%23.8% in 20152018 from 29.0%26.2% in 20142017 due primarily to reductions in utility rates, cost reduction initiatives in the United States, a decrease in repairslower sales and maintenance expenses and the improved operating performanceproduction levels of the Company’s Park Aerospace Technologies Corp. (“PATC”) business unitelectronics products in Newton, Kansas. The gross profitAsia and North America in 2015 also benefited from2018 and operating inefficiencies and duplicate costs in connection with the higher percentageconsolidation of salesthe Company’s Nelco Products, Inc. and Neltec, Inc. electronics Business Units located in California and Arizona, respectively, combined with the fixed nature of certain overhead costs, which were partially offset by higher margin, high performance printed circuit materials products than in 2014 and the growing percentage of sales of the Company’s more technically advanced high performance products.aerospace composite materials, structures and assemblies.

 

The Company’s earnings from operations in 20152018 were 5% higher79% lower than in 20142017, primarily as a result of the favorable impact ofaforementioned decreases in sales and gross profit margin and the items mentioned in the preceding paragraph and thehigher restructuring charges, partially offset by a 2% reduction in selling, general and administrative expenses, partially offset by an increase in restructuring charges.

which included the additional stock option modification charge, the one-time litigation expense and the advisory fees. The Company’s net earnings in 20152018 were 122% higher than in 20142017, primarily as a resultdue to the tax benefit resulting from the Tax Act, partially offset by the aforementioned decrease in net earnings, the loss on sales of a non-cash chargemarketable securities and the deferred financing costs. Earnings from operations in 2017 included pre-tax restructuring charges of $64.0$0.4 million recorded in connection with the 2014 fourth quarter forclosure, in 2009, of the accrual of U.S. deferred income taxes on the undistributed earningsNew England Laminates Co., Inc. facility in Newburgh, New York.

Due to changing economic characteristics of the Company’s subsidiary in Singapore. The charge was partially offset by a tax benefit of $2.2 million recordedelectronics and aerospace product lines, as well as how the Company’s chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, reviewed and managed the Company’s business in the 2014 secondfourth quarter in connection with a tax refund related to amended federal income tax returns.of 2018, the Company has divided its product lines into two reportable business segments: Aerospace and Electronics.  The Aerospace segment designs, develops and manufactures advanced composite materials, primary and secondary structures and assemblies and low-volume tooling for the aerospace markets.  The Electronics segment designs, develops and manufactures high-technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure, enterprise and military/aerospace markets.

 

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 20162019 or beyond. However, the Company is currently in the process of qualifying its aerospace composite materials, parts and assemblies products for use in certain aerospace manufacturing programs and expects sales of these products to continue to increase in the future.

 

Resultsof Operations:

 

Fiscal Year 20120158 Compared to Fiscal Year 201to7 Fiscal Year2014

 

		Fiscal Year Ended																Fiscal Year Ended
		March 1,				March 2,												February 25,				February 26,
(amounts in thousands, except per share amounts)		2015				2014				Increase / (Decrease)
(Amounts in thousands, except per share amounts)																		2018				2017				Increase / (Decrease)
Net sales		$	162,086			$	165,764			$	(3,678	)			-2	%		$	111,196			$	114,609			$	(3,413	)			-3	%
Cost of sales			113,133				117,664				(4,531	)			-4	%			84,737				84,568				169				0	%
Gross profit			48,953				48,100				853				2	%			26,459				30,041				(3,582	)			-12	%
Selling, general and administrative expenses			24,373				25,168				(795	)			-3	%			19,371				19,739				(368	)			-2	%
Restructuring charges			1,179				546				633				116	%			5,022				313				4,709				1504	%
Earnings from operations			23,401				22,386				1,015				5	%			2,066				9,989				(7,923	)			-79	%
Interest expense			1,438				764				674				88	%			2,269				1,432				837				58	%
Interest and other income			827				460				367				80	%			2,675				1,704				971				57	%
Loss on sale of marketable securities																			(1,342	)			-				(1,342	)			100	%
Earnings before income taxes			22,790				22,082				708				3	%			1,130				10,261				(9,131	)			-89	%
Income tax provision			2,747				64,411				(61,664	)			-96	%
Net earnings(loss)		$	20,043			$	(42,329	)		$	62,372				147	%
Income tax (benefit) provision																			(19,465	)			978				(20,443	)			-2090	%
Net earnings																		$	20,595			$	9,283			$	11,312				122	%
Earnings per share:
Basic earnings (loss) per share		$	0.96			$	(2.03	)		$	2.99				147	%
Basic earnings per share																		$	1.02			$	0.46			$	0.56				122	%
Diluted earnings (loss) per share		$	0.96			$	(2.03	)		$	2.99				147	%
Diluted earnings per share																		$	1.02			$	0.46			$	0.56				122	%

Net Sales

 

The Company’sCompany's total net sales worldwide in 2015 decreased 2% from 2014 as a result of2018 were 3% lower unit volumes of printed circuit materials products shippedthan in 2017 primarily due to the Company’s customers in North America and Europe, which were partially offset by higher unit volumes of printed circuit materials products shipped to the Company’s customers in Asia and higher volumes of aerospace composite materials, parts and assemblies. The decrease inlower sales of the Company’s printed circuit materials products in North America was primarily driven by a general slowdown in demand for certain legacy products, and the increase in sales of the Company’s printed circuit materialselectronics products in Asia was primarily drivenand North America partially offset by an increase in demand for the Company’s products as a result of the telecommunications infrastructure build-out in developing countries. The higher sales of the Company’s aerospace composite materials, partsstructures and assemblies and low-volume tooling. The lower sales in Asia were primarily due to a slowdown in demand for the Company’s products which are used by OEMs in the manufacture of equipment for the internet and telecommunications infrastructure in developing countries and certain legacy materials coming to end-of-program life at OEMs. The increase in aerospace sales was primarily due to the qualificationhigher sales to a major customer following completion of its aerospace composite materials on a long-term jet engine manufacturing program. that customer’s inventory correction.

The Company’s total net sales of its printed circuit materialselectronics products were $126.4$71.0 million and $82.5 million in 20152018 and $135.4 million in 20142017, respectively, or 64% and comprised 78% and 82%72%, respectively, of the Company’s total net sales worldwide in 2015 and 2014, respectively.such periods. The Company’s total net sales of its aerospace composite materials, partsstructures and assemblies and low-volume tooling products were $35.6$40.2 million and $32.1 million in 20152018 and $30.4 million in 20142017, respectively, or 36% and comprised 22% and 18%28%, respectively, of the Company’s total net sales worldwide in 2015 and 2014, respectively.such periods.

 

 

The Company's foreign sales were $86.7$43.9 million, or 53%39% of the Company's total net sales worldwide, during 20152018 compared to $83.6$53.7 million of sales, or 50%47% of total net sales worldwide, during 2014.2017. The Company's foreign sales during 2015 increased 4% from 2014 as a result of higherdecrease in 2018 was primarily due to the lower sales in Asia.Asia for reasons described above.

 

The Company’s sales in North America, Asia and Europe were 46%61%, 47%32% and 7%, respectively, of the Company’s total net sales worldwide in 20152018 compared to 50%53%, 43%39% and 7%8%, respectively, in 2014.2017. The Company’s sales in North America decreased 8%increased 10%, while its sales in Asia increased 6%decreased 20% and its sales in Europe decreased 9%11% in 20152018 compared to 2014.2017.

 

During 2015, 92%both 2018 and 2017, 93% of the Company’s total net sales worldwide of printed circuit materialselectronics consisted of high performance printed circuit materials, compared to 88% during 2014.electronics.

 

The Company’s high performance printed circuit materialselectronics (non-FR4 printed circuit materials)electronics) include high-speed, low-loss materials for digital and radio frequency (“RF”)/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 up to at least 79GHz.

 

Gross Profit

 

Despite the reductionThe Company’s gross profit margin, measured as a percentage of sales, decreased to 23.8% in 2018 from 26.2% in 2017 due primarily to lower sales and production levels of the Company’s total net saleselectronics products in Asia and North America in 2018, and operating inefficiencies and duplicate costs in connection with the consolidation of the Company’s Nelco Products, Inc. and Neltec, Inc. electronics Business Units located in California and Arizona, respectively, combined with the fixed nature of certain overhead costs, the Company’s gross profit in 2015 was 2%which were partially offset by higher than its gross profit in the prior fiscal year and the overall gross profit as a percentage of net sales increased to 30.2% in 2015 compared to 29.0% in 2014. The increase in the gross profit margin was primarily due to reductions in utility rates, cost reduction initiatives in the United States, a decrease in repairs and maintenance expenses and the improved operating performance of the Company’s PATC business unit as a result of the increase in sales and efficiencies from larger production volumes. The gross profit in 2015 also benefited from the higher percentage of sales of higher margin, high performance printed circuit materials products than in 2014 and the growing percentage of sales of the more technically advanced high performanceaerospace products.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses decreased by $0.8$0.4 million, or 3%2%, during 20152018 compared to 2014.2017. Such expenses, measured as percentages of sales, were 15.0%17.4% during 20152018 compared to 15.2%17.2% during 2014.2017. The decrease in such expenses in 20152018 was primarily the result ofdue to decreases in salary and related expenses, lower freight expenses commensurate with lower sales in 2015 than in 2014, and lower travel and entertainment costs, legal fees and stock option expenses, which wereexcluding the stock option modification charge and favorable foreign exchange rates partially offset by unfavorable changes in foreign exchange rates.shipping expenses, advisory fees, one-time litigation expense and the stock option modification charge.

 

During 2015 and 2014, the Company recorded non-cash charges of $0.2 million and $0.7 million, respectively, resulting from the modification of previously issued employee stock options resulting from the $1.50 per share special cash dividend paid by the Company in February 2015 and the $2.50 per share special cash dividend paid by the Company in February 2014. Selling, general and administrative expenses in 20152018 included $1.4 million of stock option expenses, including $0.5 million due to the modification of previously granted stock options, compared to $1.7$1.2 million of such expenses in 2014.2017.

 

Restructuring Charges

 

During 2015,2018, the Company recorded pre-tax restructuring charges of $1.2$5.0 million in connection with cost reduction initiativesthe consolidation of its electronics Business Units in California and Arizona, the United Statesclosure, in 2009, of its facility in Newburgh, New York and the closuresclosure, in prior years2012, of its facilities locatedfacility in Zhuhai, China and Newburgh, New York,Waterbury, Connecticut, compared to pre-tax restructuring charges of $0.5$0.3 million in 2014 related to2017 in connection with the aforementioned facility closure of the facility in Zhuhai, China.Newburgh, New York.

 

Earnings from Operations

 

For the reasons set forth above, the Company’s earnings from operations were $23.4$2.1 million for 2015,2018, including the non-cash pre-tax restructuring charges of $0.2$5.0 million associated with the consolidation of its electronics Business Units in California and Arizona, the closure of its facilities in Newburgh, New York and Waterbury, Connecticut, the stock option modification charge of previously issued employee stock options,$0.5 million resulting from the special dividend of $3.00 per share paid in February 2018 and advisory fees of $0.4 million paid in connection with the strategic evaluation of the electronics business. The Company’s earnings from operations were $10.0 million in 2017, including pre-tax restructuring charges of $1.2$0.3 million related to cost reduction initiativesassociated with the closure, in 2009, of the facility in Newburgh, New York.

Loss on Sale of Marketable Securities

The changes in the United StatesU.S. tax code, enacted by the Tax Act, allowed the Company to repatriate its foreign accumulated income at a lower effective tax rate. In response to the Tax Act, the Company liquidated certain marketable securities and repatriated cash held by foreign subsidiaries during the closures in prior years13-week period ended February 25, 2018. As a result, the Company recorded losses on the sales of facilities in Zhuhai, China and Newburgh, New York and a pre-tax chargemarketable securities of $0.3$1.3 million for additional fees incurred in connection with the 2014 fiscal year-end audit, compared to $22.4repatriation of cash and the prepayment of all outstanding debt under the Credit Agreement in the amount of $68.5 million for 2014, includingof principal and the non-cash pre-tax chargesfunding of $0.7 million associated with the modificationa special cash dividend of previously issued employee stock options, $0.5 million related to the closure of the facility$3.00 per share paid in Zhuhai, China and $0.3 million for a financial advisory services retention fee.February 2018.

 

InterestExpense

 

Interest expense in 20152018 was $2.3 million, compared to $1.4 million in 2017. The increase in interest expense in 2018 was primarily due to higher average interest rates and the pre-tax deferred financing costs of $0.1 million related to the Company’stermination of the Credit Agreement in 2018, partially offset by lower average outstanding borrowings under the four-year amended and restated revolving credit facility agreement thatdebt. As previously reported, the Company entered intovoluntarily prepaid the remaining loan balance of $68.5 million with PNCHSBC Bank National Associationand terminated the Credit Agreement. The prepayment was made with the Company’s cash and cash equivalents, marketable securities and restricted cash. In connection with the termination of the Credit Agreement, the Company expensed the remaining deferred financing costs of $0.1 million in the fourth quarter of the 2014. The increase in interest expense of $0.7 million in 2015 was due to the increase in outstanding borrowings in 2015 compared to 2014. The amended and restated agreement provides for an interest rate on the outstanding loan balance of LIBOR plus 1.10%. Other interest rate options are available to the Company under the agreement.2018. See “Liquidity and Capital Resources” and “Results of Operation - Fiscal Year 2014 Compared to Fiscal Year 2013 – Interest Expense” elsewhere in this Item 7 and Note 1110 of the Notes to Consolidated Financial Statements included elsewhere in this Report and “Liquidity and Capital Resources” elsewhere in this Item 7 for additional information.

 

Interestand Other IIncomencome

 

Interest and other income was $0.8were $2.7 million and $0.5$1.7 million for 20152018 and 2014,2017, respectively. Interest income increased 80%The 57% increase in 2015 as a2018 was primarily the result of higher weighted average interest rates based on a largerlonger average balancesmaturities of marketable securities held by the Company in 20152018 compared to last year's comparable period, partially offset by lower average invested cash during the period. As mentioned above, the Company prepaid all outstanding debt under the Credit Agreement in the amount of $68.5 million of principal and paid a special cash dividend of $3.00 per share in February 2018. During 20152018 and 2014,2017, the Company earned interest income principally from its investments, which were primarily in short-term instruments and money market funds.

Income Tax Provision

 

On December 22, 2017, the Tax Act was enacted and significantly revised U.S. corporate income tax by, among other things, lowering corporate income tax rates, imposing a one-time transition tax on deemed repatriated earnings of non-U.S. subsidiaries, and implementing a territorial tax system.

In the fourth quarter of 2018, the Company recorded a discrete tax benefit of $17.8 million due to the reduction of liabilities previously recorded, partially offset by the one-time transition tax on deemed repatriated earnings of certain non-U.S. subsidiaries. This one-time transition tax and the previously recorded liabilities are based on the Company’s post-1986 earnings and profits (“E&P”) not previously subjected to U.S. taxation.

In the fourth quarter of 2018, as a result of the Tax Act, the Company recorded a discrete non-cash tax benefit of $0.2 million due to the remeasurement of U.S. deferred tax assets and liabilities. The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21% for Federal income tax purposes.

The Company’s effective income tax rate of 12.1%negative 1,722% for 20152018 was lower thanprimarily due to the statutory U.S. Federal income tax rate because portionsimpact of the Company's taxable income in 2015 were derived in foreign jurisdictions with lower effective income tax rates.Tax Act. The Company’s effective income tax rate was 291.7%9.5% for 2014, which was adversely affected by a non-cash charge of $64.0 million for the accrual of U.S. deferred income taxes on the undistributed earnings of the Company’s subsidiary in Singapore. The aforementioned charge was partially offset by a tax benefit of $2.2 million recorded by the Company in the 2014 second quarter in connection with a tax refund related to amended federal income tax returns. The effect of the aforementioned items was to increase the Company’s income tax provision from $2.6 million to $64.4 million for 2014.2017.  See “Results of Operations – Fiscal Year 20142017 Compared to Fiscal Year 20132016 – Income Tax Provision” elsewhere in this Item 7.

 

Net Earnings

 

The Company’s net earnings for 20152018 were $20.0$20.6 million, including the tax benefit of $17.8 million related to the Tax Act, the pre-tax restructuring charges of $5.0 million associated with the consolidation of its electronics Business Units in California and Arizona, the closure of its facilities in Newburgh, New York and Waterbury, Connecticut, the stock option modification charge of $0.5 million in connection with the special dividend of $3.00 per share paid in February 2018, the advisory fees of $0.4 million paid in connection with the strategic evaluation of the electronics business, the pre-tax loss of $1.3 million on the sales of marketable securities and the pre-tax deferred financing costs of $0.1 million related to the termination of the Credit Agreement in 2018, compared to $9.3 million for 2017, including the pre-tax charges of $1.6 million related to a modification of previously issued employee stock options, cost reduction initiatives in the United States and the facility closures and additional 2014 fiscal year-end audit fees mentioned above, compared to a net loss of $42.3 million for 2014, including $64.0$0.3 million related to the U.S. income tax on the undistributed earnings of the Company’s subsidiaryfacility closure in Singapore, a tax benefit of $2.2 million in connection with a tax refund related to amended federal income tax returns and pre-tax charges of $1.5 million related to the modification of previously issued employee stock options, the closure of the Company’s facility in Zhuhai, China and the financial advisory services feeNewburgh, New York mentioned above. The net impact of the items described above was to reduceincrease net earnings by $1.0$16.0 million in 20152018 and to reduce net earnings by $62.5$0.2 million in 2014.2017.

 

Basic and Diluted Earnings Per Share

 

Basic and diluted earnings per share for 20152018 were $0.96,$1.02, including the additional non-cash chargestax benefit related to the Tax Act, the pre-tax restructuring charges associated with the consolidation of the Company’s electronics Business Units in California and Arizona, the closure of the facilities in Newburgh, New York and Waterbury, Connecticut, the stock option modification of previously issued employee stock options, cost reduction initiatives in the United States and the facility closures and the additional 2014 fiscal year-end audit fees mentioned above, compared to a basic and diluted loss per share of $2.03, including the non-cash charge for the accrual of U.S. income tax on undistributed earnings, the tax benefit in connection with the tax refund related to amended federal income tax returns,special dividend paid in February 2018, the additional non-cash charges resulting from the modification of previously issued employee stock options, the pre-tax chargesadvisory fees paid in connection with the closurestrategic evaluation of the Zhuhai facilityCompany’s electronics business, the pre-tax loss on the sales of marketable securities and the financial advisory services retention feepre-tax deferred financing costs related to the early termination of the Credit Agreement in 2018, compared to basic and diluted earnings per share for 2017 of $0.46, including the facility closure mentioned above.above, The net impact of the items described above was to reduceincrease basic and diluted earnings per share by $0.04$0.63 and $3.00$0.01 in 20152018 and 2014,2017, respectively.

 

Fiscal Year2014 2017 Comparedto Fiscal Year 20162013

		Fiscal Year Ended
(Amounts in thousands, except per share amounts)		February 26, 2017				February 28, 2016				Increase / (Decrease)
Net sales		$	114,609			$	145,855			$	(31,246	)			-21	%
Cost of sales			84,568				103,103				(18,535	)			-18	%
Gross profit			30,041				42,752				(12,711	)			-30	%
Selling, general and administrative expenses			19,739				21,211				(1,472	)			-7	%
Restructuring charges			313				535				(222	)			-41	%
Earnings from operations			9,989				21,006				(11,017	)			-52	%
Interest expense			1,432				1,657				(225	)			-14	%
Interest and other income			1,704				1,149				555				48	%
Earnings before income taxes			10,261				20,498				(10,237	)			-50	%
Income tax provision			978				2,469				(1,491	)			-60	%
Net earnings		$	9,283			$	18,029			$	(8,746	)			-49	%
Earnings per share:
Basic earnings per share		$	0.46			$	0.89			$	(0.43	)			-48	%
Diluted earnings per share		$	0.46			$	0.89			$	(0.43	)			-48	%

Net Sales

The comparisonCompany's total net sales worldwide in 2017 were 21% lower than in 2016 primarily due to lower sales of the Company’s resultselectronics products in Asia and North America and lower sales of operations for 2014 to the Company’s resultsaerospace composite materials, structures and assemblies and low-volume tooling. The lower sales in Asia were primarily due to a slowdown in demand for the Company’s products which are used by OEMs in the manufacture of operationsequipment for 2013 are impacted by the fact that the 2013 fiscal year consisted of 53 weeksinternet and the 2014 fiscal year consisted of 52 weeks.

		Fiscal Year Ended
		March 2,				March 3,
(amounts in thousands, except per share amounts)		2014				2013				Increase / (Decrease)
Net sales		$	165,764			$	176,416			$	(10,652	)			-6	%
Cost of sales			117,664				125,866				(8,202	)			-7	%
Gross profit			48,100				50,550				(2,450	)			-5	%
Selling, general and administrative expenses			25,168				26,595				(1,427	)			-5	%
Restructuring charges			546				3,703				(3,157	)			-85	%
Earnings from operations			22,386				20,252				2,134				11	%
Interest expense			764				14				750				5357	%
Interest and other income			460				647				(187	)			-29	%
Earnings before income taxes			22,082				20,885				1,197				6	%
Income tax provision			64,411				3,924				60,487				1541	%
Net (loss) earnings		$	(42,329	)		$	16,961			$	(59,290	)			-350	%
Earnings per share:
Basic (loss) earnings per share		$	(2.03	)		$	0.82			$	(2.85	)			-348	%
Diluted (loss) earnings per share		$	(2.03	)		$	0.81			$	(2.84	)			-351	%

Net Salestelecommunications infrastructure in developing countries and certain legacy materials coming to end-of-program life at OEMs.

 

The Company’s total net sales worldwide in 2014 decreased 6% from 2013 as a result of lower unit volumes of printed circuit materials products shipped to the Company’s customers in North America, Asia and Europe. The lower sales of printed circuit materials products sold by the Company in 2014 was partially offset by higher sales of aerospace composite materials, parts and assemblies products by the Company’s operations in North America, Asia and Europe. The Company’s total net sales of its printed circuit materialselectronics products were $135.4$82.5 million and $106.7 million in 20142017 and $150.6 million in 20132016, respectively, or 72% and comprised 82% and 85%73%, respectively, of the Company’s total net sales worldwide in 2014 and 2013, respectively.such periods. The Company’s total net sales of its aerospace composite materials, partsstructures and assemblies products were $30.4$32.1 million and $39.1 million in 20142017 and $25.9 million in 20132016, respectively, or 28% and comprised 18% and 15%27%, respectively, of the Company’s total net sales worldwide in 2014 and 2013, respectively.such periods.

 

The Company's foreign sales were $83.6$53.7 million, or 50%47% of the Company's total net sales worldwide, during 20142017 compared to $95.4$70.6 million of sales, or 54%48% of total net sales worldwide, during 2013.2016. The Company's foreign sales during 2014 declined 12% from 2013 as a result ofdecrease in 2017 was primarily due to the lower sales in Asia and Europe.for reasons described above.

 

The Company’s sales in North America, Asia and Europe were 50%53%, 43%39% and 7%8%, respectively, of the Company’s total net sales worldwide in 20142017 compared to 46%52%, 45%42% and 9%6%, respectively, in 2013.2016. The Company’s sales in North America increased 2%decreased 19%, while its sales in Asia decreased 9%27% and its sales in Europe decreased 31%4% in 20142017 compared to 2013.2016.

 

During 2014, 88%both 2017 and 2016, 93% of the Company’s total net sales worldwide of printed circuit materialselectronics consisted of high performance printed circuit materials, compared to 82% for 2013.electronics.

 

Cost of SalesGross Profit

The Company’s cost of sales decreased by 7% in 2014 from 2013 primarily as a result of lower sales and lower production volumes in 2014 than in 2013, and cost of salesgross profit margin, measured as a percentage of sales, decreased to 71.0%26.2% in 20142017 from 71.3%29.3% in 2013. The decrease in costs of sales as a percentage of sales was2016 due primarily to the improved operating performancelower sales and production levels of the Company’s PATC business unit, the elimination of the additional,electronics products in Asia and North America in some instances duplicative, costs associated with transferring aerospace composite materials manufacturing from the Company’s Park Advanced Composite Materials, Inc. (“PACM”) facility to the Company’s PATC facility in 2013, the cost reductions resulting from the closures2017 and lower sales of the Company’s PACM facility and Nelco Zhuhai facilityaerospace products combined with the fixed nature of certain overhead costs, which were partially offset by an improvement in 2013 and lower depreciation expenseits electronics production processes in 2014 than in 2013.

Gross Profit

North America. The Company’s gross profit in 2014 was lower than its gross profit in the prior fiscal year, but the overall gross profit as2017 also benefited from a percentage of net sales for the Company’s worldwide operations increased to 29.0% in 2014 compared to 28.7% in 2013 despite significantly lower sales and the partially fixed nature of overhead costs. The gross profit margin in 2014 benefitted from the highergrowing percentage of sales of higher margin,the Company’s more technically advanced high performance printed circuit materials products in 2014 than in 2013, cost reductions as a result of the aforementioned facility closures, the improved operating performance of the Company’s PATC business unit and the lower depreciation expense in 2014 than in 2013.electronics products.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses decreased by $1.4$1.5 million, or 5%7%, during 20142017 compared to 2013.2016. Such expenses measured as percentages of sales were 15.2%17.2% during 20142017 compared to 15.1%14.5% during 2013. The increase as a percentage of sales was the result of lower revenues combined with the partially fixed nature of such expenses. Such expenses in 2013 were impacted by additional, and in some instances duplicative, expenses associated with the consolidation of all of the Company’s North American aerospace composite materials, parts and assemblies manufacturing, development and design activities at its PATC business unit.2016. The decrease in such expenses in 20142017 was primarily the result of lower legal fees and expenses, lower selling and freightdue to decreases in shipping expenses commensurate with the sales reduction in 2017, and lower sales in 2014 than in 2013salary expenses, incentive compensation, stock option expenses and the elimination of the additional, and in some instances duplicative, expenses associated with operating two facilities during the consolidation of the Company’s aerospace activities at its PATC business unit in the 2013 fiscal year. Although such expenses declined in 2014, they wereprofessional fees, partially offset by increases in stock option expenses in 2014 compared to 2013 due to additional non-cash charges resulting from the modification of previously issued employee stock options resulting from the special cash dividend paid by the Company in February 2014 and a financial advisory services retention fee. unfavorable foreign exchange rates.

Selling, general and administrative expenses in 20142017 included $1.7$1.2 million of stock option expenses compared to $0.9$1.5 million of such expenses in 2013.2016.

 

Restructuring Charges

 

The Company recorded pre-tax restructuring charges of $0.5 million during 2014 in connection with the closure of its Nelco Zhuhai facility located in the Free Trade Zone in Zhuhai, China in the 2013 fiscal year second quarter, andDuring 2017, the Company recorded pre-tax restructuring charges of $3.7$0.3 million in 2013 in connection with the closure in 2009 of its facility located in Newburgh, New York, compared to pre-tax restructuring charges of $0.5 million in 2016 in connection with the Nelco Zhuhaiaforementioned facility closure and the closure in 2013 of the PACMits facility located in Waterbury, Connecticut in the 2013 fiscal year third quarter.Zhuhai, China.

 

Earnings from Operations

 

For the reasons set forth above, the Company’s earnings from operations were $22.4$10.0 million for 2014,2017, including the non-cash pre-tax charges of $0.7$0.3 million associated with the modificationclosure in 2009 of previously issued employee stock options, $0.3the facility in Newburgh, New York, compared to $21.0 million for 2016, including the financial advisory services retention feepre-tax charges of $0.5 million associated with the closures in prior years of facilities in Zhuhai, China and $0.5Newburgh, New York.

Interest Expense

Interest expense in 2017 was $1.4 million, compared to $1.7 million in 2016. The decrease in interest expense in 2017 was primarily due to lower average outstanding debt and the pre-tax deferred financing costs of $0.3 million related to the closureearly termination of the Nelco Zhuhai facility described above, compared to $20.3 million for 2013, includingPNC Bank credit agreement in 2016 that did not recur in 2017. As previously reported, the pre-tax restructuring charges of $3.7 million related to the closures of the Nelco Zhuhai facility and the PACM facility described above.

Interest Expense

The interest expense in 2014 related to the Company’s borrowings under the four-year amended and restatedCompany entered into a three-year revolving credit facility agreement that the Company entered into with PNCHSBC Bank National AssociationUSA in the fourth quarter of 2014. The amended and restated agreement provides for loans up to $104 million to the Company and letters of credit up to $2 million for the account of the Company and, subject to the terms and conditions of the agreement, an interest rate on the outstanding loan balance of LIBOR plus 1.10%. Other interest rate options are available to the Company under the agreement. At the end of 2014, the Company borrowed $104 million under this credit facility and used all of such borrowed funds to finance the payment of a special cash dividend of $2.50 per share, totaling $52 million, paid to its shareholders on February 25, 2014 and to continue the $52 million loan that was provided underJanuary 2016, which replaced the credit facility agreement that the Company entered into with PNC Bank in January 2013 to finance the payment of a special cash dividend of $2.50 per share, totaling $52 million, paid to the Company’s shareholders on February 26, 2013. The credit facility agreement entered into in 2014 replaced the credit facility agreement entered into in 2013.2014. See “Liquidity and Capital Resources” elsewhere in this Item 7 and Note 1110 of the Notes to Consolidated Financial Statements included elsewhere in this Report and “Liquidity and Capital Resources” elsewhere in this Item 7 for additional information.

 

Interest and Other Income

 

Interest and other income decreased $187,000, or 29%, during 2014 compared to 2013were $1.7 million and $1.1 million for 2017 and 2016, respectively. The 48% increase in 2017 was primarily as athe result of lower prevailinghigher weighted average interest rates and shorterbased on longer average maturities of marketable securities held by the Company’s investments during 2014 than 2013.Company in 2017 compared to last year's comparable period. During 20142017 and 2013,2016, 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'sCompany’s effective income tax rate of 9.5% for 2017 was lower than the statutory U.S. Federal income tax rate because portions of the Company’s taxable income in 2017 were derived in foreign jurisdictions with lower effective income tax rates. The Company’s effective income tax rate was 291.7%12.0% for 2014 compared2016.  See “Results of Operations – Fiscal Year 2016 Compared to 18.8% for 2013. The effective income tax rate for 2014 was adversely affected by a non-cash charge of $64.0 million for the accrual of U.S. deferred income taxes on the undistributed earnings of the Company’s subsidiaryFiscal Year 2015 – Income Tax Provision” elsewhere in Singapore. The charge included $34.4 million related to the U.S. income tax that would be payable if the Company were to repatriate funds in an after-tax amount necessary to repay the Company’s existing $104.0 million principal amount bank loan from PNC Bank and $29.6 million relating to the remainder of the undistributed earnings of the Company’s subsidiary in Singapore. The Company has no current plan to repatriate the undistributed earnings of its subsidiary in Singapore. The aforementioned charge was partially offset by a tax benefit of $2.2 million recorded by the Company in the 2014 second quarter in connection with a tax refund related to amended federal income tax returns. The effect of the aforementioned items was to increase the Company’s income tax provision from $2.6 million to $64.4 million for 2014.this Item 7.

 

Net Earnings

 

The Company’s net lossearnings for 2014 was $42.32017 were $9.3 million, including the $64.0pre-tax charges of $0.3 million non-cash charge for the accrual of U.S. income tax on undistributed earnings, the tax benefit of $2.2 million in connection with the tax refund related to amended federal income tax returns, the $0.7facility closure mentioned above, compared to $18.0 million non-cash pre-tax charges associated with the modification of previously issued employee stock options andfor 2016, including the pre-tax charges of $0.5$0.8 million in connection withrelated to deferred financing costs and the closure of the Nelco Zhuhai facility and $0.3 million financial advisory services retention fee described above, compared to net earnings for 2013 of $17.0 million, including the $3.7 million pre-tax charges related primarily to the closures of PACM and Nelco Zhuhai, described above. The net impact of the items described above was to reduce net earnings by $62.5$0.2 million in 20142017 and to reduce net earnings by $3.4$0.6 million in 2013.2016.

 

Basic and Diluted Earnings Per Share

 

Basic and diluted lossesearnings per share for 20142017 were $2.03,$0.46, including the non-cash charge for the accrual of U.S. income tax on undistributed earnings, the tax benefit in connection with the tax refund related to amended federal income tax returns, the additional non-cash charges related to the modification of previously issued employee stock options, the pre-tax charges in connection with thefacility closure of the Nelco Zhuhai facility and the financial advisory services retention fee describedmentioned above, compared to basic and diluted earnings per share of $0.82 and $0.81, respectively$0.89 for 2013,2016, including the charges related todeferred financing costs and the facility closures of PACM and Nelco Zhuhai described above. The net impact of the items described above was to reduce basic and diluted earnings per share by $3.00$0.01 and $0.02 in 20142017 and 2016, respectively.

Business Segment Results of Operations:

The Company operates in two business segments: Electronics and Aerospace. Operating profit for each business segment includes corporate expenses that are directly allocable to reduce basic and diluted earnings per share by $0.16 and $0.17, respectively, in 2013.such segment.

 

(Amounts in thousands)		Fiscal Year Ended
		February 25, 2018				February 26, 2017				February 28, 2016
Net Sales:
Electronics		$	70,966			$	82,517			$	107,009
Aerospace			40,230				32,092				38,846
Total Sales			111,196				114,609				145,855
Segment Operating Income:
Electronics		$	8,171			$	14,020			$	25,573
Aerospace			10,229				6,893				7,358
Total Segment Operating Income			18,400				20,913				32,931
Corporate and Other Expenses			(7,113	)			(7,301	)			(7,832	)
Depreciation - Electronics			(1,091	)			(1,413	)			(1,635	)
Depreciation - Aerospace			(1,764	)			(1,751	)			(1,745	)
Depreciation - Other			(104	)			(146	)			(178	)
Non-recurring Costs			(7,748	)			(313	)			(827	)
Net Interest Income (Expense)			550				272				(216	)
			(17,270	)			(10,652	)			(12,433	)
Income Before Income Taxes		$	1,130			$	10,261			$	20,498

Electronics:

The electronics segment designs, develops and manufactures high-technology digital and RF/microwave electronics materials principally for the telecommunications and internet infrastructure, enterprise and military/aerospace markets.

(Amounts in thousands)		Fiscal Year Ended
		February 25, 2018				February 26, 2017				February 28, 2016
Electronics
Net Sales		$	70,966			$	82,517			$	107,009
Operating Income			8,171				14,020				25,573

Fiscal Year 2018 Compared to Fiscal Year 2017

Electronics materials sales in 2018 declined $11.6 million or 14% from 2017. The decline in sales was due to a slowdown in demand for the Company’s products which are used by OEMs in the manufacture of equipment for the internet and telecommunications infrastructure in developing countries and certain legacy materials coming to end-of-program life at OEMs.

Electronics operating income in 2018 declined $5.8 million, or 42%, from 2017. The decline in operating profit was primarily due to lower sales.

Fiscal Year 2017 Compared to Fiscal Year 2016

Electronics materials sales in 2017 declined $24.5 million, or 23%, from 2016. The decline in sales was due to a slowdown in demand for the Company’s products which are used by OEMs in the manufacture of equipment for the internet and telecommunications infrastructure in developing countries and certain legacy materials coming to end-of-program life at OEMs.

 

Electronics operating income in 2017 declined $11.6 million, or 45%, from 2016. The decline in operating profit was primarily due to the lower electronics sales.

Aerospace:

The aerospace segment designs, develops and manufactures advanced composite materials, primary and secondary structures and assemblies and low-volume tooling for the aerospace markets.

(Amounts in thousands)		Fiscal Year Ended
		February 25, 2018				February 26, 2017				February 28, 2016
Aerospace
Net Sales		$	40,230			$	32,092			$	38,846
Operating Income			10,229				6,893				7,358

Fiscal Year 2018 Compared to Fiscal Year 2017

Aerospace composite materials, structures and assemblies sales in 2018 increased $8.1 million, or 25%, from 2017. The increase in aerospace sales was primarily due to higher sales to a major customer following completion of that customer’s inventory correction.

Aerospace operating income in 2018 increased $3.3 million, or 48%, from 2017. The increase in operating profit was primarily due to increased sales and a favorable product mix.

Fiscal Year 2017 Compared to Fiscal Year 2016

Aerospace composite materials, structures and assemblies sales in 2017 declined $6.8 million, or 17%, from 2016. The decline in sales was due to lower sales to a major customer in an effort by that customer to correct inventory levels.

Aerospace operating income in 2017 declined $0.4 million, or 6%, from 2016. The decline in operating profit was primarily due to lower sales, partially offset by production efficiencies and a more favorable product mix.

LiquidityLiquidity and Capital Resources:

 

(amounts in thousands)		March 1				March 2				Increase /
(Amounts in thousands)														February 25,				February 26,				Increase /
		2015				2014				(Decrease)				2018				2017				(Decrease)
Cash and marketable securities		$	272,133			$	270,356			$	1,777			$	108,231			$	238,590			$	(130,359	)
Restricted cash			-				25,000				(25,000	)			-				10,000				(10,000	)
Working capital			283,535				286,997				(3,462	)			129,041				255,007				(125,966	)

		Fiscal Year Ended
(Amounts in thousands)		February 25,				February 26,				February 28,				Increase / (Decrease)
		2018				2017				2016				2018 vs. 2017				2017 vs. 2016
Net cash provided by operating activities		$	3,341			$	13,167			$	13,948			$	(9,826	)		$	(781	)
Net cash provided by (used in) investing activities			42,049				2,478				(8,017	)			39,571				10,495
Net cash used in financing activities			(130,710	)			(11,093	)			(49,495	)			(119,617	)			38,402

 

 

 

				Fiscal Year Ended
(amounts in thousands)				March 1,				March 2,				March 3,				Increase / (Decrease)
				2015				2014				2013				2015 vs. 2014				2014 vs. 2013
Net cash provided by operatingactivities				$	29,011			$	30,382			$	19,334			$	(1,371	)		$	11,048
Net cash provided by (used in)investing activities					5,481				(50,675	)			44,947			$	56,156			$	(95,622	)
Net cash used in financingactivities					(25,948	)			(32,536	)			(7,774	)		$	6,588			$	(24,762	)

Cash,,Marketable Securities and Restricted Cash

 

Of the $272.1 million of cash and marketable securities at March 1, 2015, approximately $269.0 million was owned by certain of the Company’s wholly owned foreign subsidiaries. In the fourth quarter of 2014, the Company provided a non-cash charge for the accrual of U.S. deferred income taxes in the amount of $64.0 million on undistributed earnings of the Company’s subsidiary in Singapore. The Company believes it has sufficient liquidity to fund its operating activities throughfor the endtwelve months from the date of 2016the filing of this Form 10-K Annual Report and for the foreseeable future thereafter.

 

The change in cash, restricted cash and marketable securities and restricted cash at March 1, 2015February 25, 2018 compared to March 2, 2014February 26, 2017 was the result of lower cash provided by operating activities and a number of additional factors. The significant changes in cash provided by operating activities were as follows:

 

	●	prepaid expenses and other current assets were 27% higheraccounts receivable increased by 15% at March 1, 2015 than at March 2, 2014 principallyFebruary 25, 2018 compared to February 26, 2017 primarily due to anthe increase in current deferred tax assets, partially offset bytotal net sales and production levels in the receiptlast month of payment on an income tax recoverable during 2015;2018;

	●	accounts payableaccrued liabilities increased 13%57% at March 1, 2015February 25, 2018 compared to March 2, 2014February 26, 2017 primarily due to increased accruals for restructuring related to the timingCompany’s consolidation of payments to vendorsits electronics material business units in California and raw material purchases from suppliers;Arizona;
	●
	●	income taxes payable increased 38%667% at March 1, 2015February 25, 2018 compared to March 2, 2014 primarily as a resultFebruary 26, 2017 due to the impacts of an increase in the Singapore income tax provision in 2015; and
	●	other liabilities increased 558% at March 1, 2015 than at March 2, 2014 primarily as a result of an increase in the Company’s tax reserves. Tax Act.

 

In addition, the Company paid $39.6$68.8 million and $60.5$8.1 million in cash dividends during 20152018 and 2014,2017, respectively, including a special cash dividendsdividend of $31.4 million and $52.2$60.7 million paid in the fourth quarter of 2015 and the fourth quarter of 2014, respectively, and2018. During 2018, the Company made a $10.0$72.0 million of principal paymentpayments on its long-term debt, representing the entire outstanding balance, and purchased treasury shares at an aggregate costterminated the Credit Agreement. As a result the Company had no restricted cash as of $2.7February 25, 2018. The Company incurred $1.3 million of losses on sales of marketable securities in order to pay down the fourth quarter of 2015.debt and pay the special cash dividend.

 

Working Capital

 

The decrease in workingWorking capital at March 1, 2015February 25, 2018 was lower compared to March 2, 2014 was due principally to the decreasesFebruary 26, 2017. Decreases in cash and cash equivalents and marketable securities and increases in accrued liabilities were offset by increases in accounts receivable and increasesdecreases in current deferred income taxes, income taxes payable and accounts payable, partially offset by increases in cash and marketable securities, inventories and prepaid expenses and other current assets and a decrease in accrued liabilities.portion of long-term debt.

 

The Company's current ratio (the ratio of current assets to current liabilities) was 10.511.6 to 1 at March 1, 2015February 25, 2018 compared with 12.8decreased 19.1 to 1 at March 2, 2014.February 26, 2017.

 

Cash Flows

 

During 2015,2018, the Company's net earnings, from the Company’s operations, before depreciation and amortization, stock-based compensation, provision for deferred income taxes and amortization of bond premium and gain on sale of $23.1fixed assets, were $25.4 million. Such earnings reflected a decrease in deferred income taxes of $42.1 million and non-cash restructuring charges of $2.2 million and were increased by a net additionchanges in working capital items (as discussed above), resultedoperating assets and liabilities of $17.8 million, resulting in $29.0an increase in taxes payable of $20.2 million primarily related to the tax law change mentioned above, resulting in $3.3 million of cash provided by operating activities.

During 2015,2018, the Company expended $0.4 million for the purchase of property, plant and equipment. Such expenditures compare to $1.1 million during 2014 and $1.4 million during 2013$886,000 for the purchase of property, plant and equipment primarily for the purchase of equipment for the Company’s printed circuit materials manufacturing facility in Singaporecompared to $242,000 during 2017, and for the Company’s aerospace development and manufacturing facility in Kansas. During 2013, the Company also paid $2.2 million as additional payment for the acquisition of substantially all the assets and business of Nova Composites, Inc.

In addition, the Company paid $39.6 million, $60.5$68.8 million and $60.4$8.1 million in cash dividends during 2015, 2014in 2018 and 2013, respectively, including special cash dividends of $31.4 million ($1.50 per share), $52.2 million ($2.50 per share) and $52.1 million ($2.50 per share) paid in the fourth quarter of 2015, the fourth quarter of 2014 and the fourth quarter of 2013,2017, respectively.  In addition, during 2018, the Company made a $10.0$72.0 million of principal paymentpayments on its long-term debt.

Long-Term Debt

During 2018, the Company made $72.0 million of principal payments on its long-term debt, representing the entire outstanding balance, and purchased treasury shares at an aggregate cost of $2.7 million during 2015.

Long-Term Debt

At March 1, 2015 and March 2, 2014,terminated the Credit Agreement. As a result, the Company had $94.0 million and $104.0no outstanding debt at February 25, 2018.  At February 26, 2017, the Company had $72.0 million of bank debt, respectively. In the fourth quarter of 2014, the Company entered into a four-year amended and restated revolving credit facility agreement (the “Amended Credit Agreement”) with PNC Bank, National Association. The Amended Credit Agreement provides for loans up to $104.0 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 Amended Credit Agreement, an interest rate on the outstanding loan balance of LIBOR plus 1.10%.debt. For additional information, see Note 1110 of the Notes to Consolidated Financial Statements included elsewhere in this Report.

 

Other Liquidity Factors

 

The Company believes its financial resources will be sufficient, throughfor the endtwelve months from the date of 2016the filing of this Form 10-K Annual Report and for the foreseeable future thereafter, to provide for continued investment in working capital and property, plant and equipment and for general corporate purposes. SuchThe Company’s financial resources wouldare also be 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: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, commitments to purchase raw materials and commitments to purchase equipment, as described in Note 1211 of the Notes to Consolidated Financial Statements included elsewhere in this Report, and (ii) the long-term debt described above.Report. 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 $1.1 million$980,000 to secure the Company's obligations under its workers’ compensation insurance program.

 

As of March 1, 2015,February 25, 2018 the Company’s significant contractual obligations, including payments due by fiscal year, were as follows:

 

Contractual Obligations (Amounts in thousands)		Total				2016					2017-2018				2019-2020			2021 and thereafter
Operating lease obligations		$	10,079			$	1,910			$	2,425			$	2,341			$	3,403
Bank debt			94,000				10,000				84,000				-				-
Inventory purchase obligations			118				118				-				-				-
Total		$	104,197			$	12,028			$	86,425			$	2,341			$	3,403

Contractual Obligations (Amounts in thousands)		Total				2019					2020-2021				2022-2023			2024 and Thereafter
Operating lease obligations		$	8,164			$	1,939			$	3,144			$	542			$	2,539
Total		$	8,164			$	1,939			$	3,144			$	542			$	2,539

 

At March 1, 2015,February 25, 2018, the Company had unrecognized tax benefits of $1.1$1.0 million. A reasonable estimate of the timing of the payment of these liabilities is not possible.

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.

 

Environmental Matters:

 

The Company is subject to various Federal, state and local government and foreign government requirements relating to the protection of the environment. The Company believes that, as a general matter, its policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage and that its handling, manufacture, use and disposal of hazardous or toxic substances are in accord with environmental laws and regulations. However, mainly because of past operations and operations of predecessor companies, which were generally in compliance with applicable laws at the time of the operations in question, the Company, like other companies engaged in similar businesses, is a party to claims by government agencies and third parties and has incurred remedial response and voluntary cleanup costs associated with environmental matters. Additional claims and costs involving past environmental matters may continue to arise in the future. It is the Company's policy to record appropriate liabilities for such matters when remedial efforts are probable and the costs can be reasonably estimated.

 

In 2015, 20142018, 2017 and 2013,2016, the Company chargedincurred approximately $44,000, $27,000$99,000, $84,000 and $70,000,$113,000, respectively, against pre-tax income for remedial response and voluntary cleanup costs and related legal fees. Thefees, and the Company received, or expects to receive, reimbursement pursuant to general liability insurance coverage for approximately $21,000, $15,000$92,000, $84,000 and $15,000,$111,000, respectively, of such amounts charged in 2015, 2014 and 2013.amounts. While annual environmental remedial response and voluntary cleanup expenditures, including legal fees, have generally been constant from year to year, and may increase over time, the Company expects it will be able to fund such expenditures from cash flow from operations. The timing of expenditures depends on a number of factors, including regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. At March 1, 2015February 25, 2018 and March 2, 2014,February 26, 2017, there were no amounts recorded in accrued liabilities for environmental matters.

 

Management does not expect that environmental matters will have a material adverse effect on the liquidity, capital resources, business, consolidated results of operations or consolidated financial position of the Company. See Note 1312 of the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Report for a discussion of the Company's contingencies, including those related to environmental matters.

 

Critical AccountingAccounting Policies and Estimates:

 

The following information is provided regarding critical accounting policies that are important to the Consolidated Financial Statements and that entail, to a significant extent, the use of estimates, assumptions and the application of management's judgment.

 

General

 

The Company's discussionDiscussion and analysisAnalysis of its financial conditionFinancial Condition and resultsResults of operationsOperations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these 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, restructurings, 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 believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its Consolidated Financial Statements.

 

Recently Adopted Accounting Pronouncement

In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, as part of the FASB’s Simplification Initiative to identify, evaluate, and improve areas of US GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users. The ASU simplifies the presentation of deferred income taxes under US GAAP by requiring that all deferred tax assets and liabilities be classified as non-current. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim reporting periods within those fiscal years. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company elected to early adopt this guidance retrospectively in the fourth quarter of the Company’s 2016 fiscal year, and the early adoption of this guidance did not impact the Company’s results of operations, cash flows or financial condition.

Revenue Recognition

 

The Company recognizes revenues when products are shipped and title has been transferred to a customer, the sales price is fixed and determinable, and collection is reasonably assured. All material sales transactions are for the shipment of the Company’s products.

 

Sales Allowances and Product Warranties

 

The Company provides for the estimated costs of sales allowances at the time such costs can be reasonably estimated. The Company’s products are made to customer specifications and tested for adherence to such specifications before shipment to customers. Composite partsstructures and assemblies may be subject to “airworthiness” acceptance by customers after receipt at the customers’ locations. There are no future performance requirements other than the products’ meeting the agreed specifications. The Company’s bases for providing sales allowances for returns are known situations in which products may have failed due to manufacturing defects in the products supplied by the Company. The Company is focused on manufacturing the highest quality printed circuit materials and advanced composite materials, partsstructures and assemblies and tooling possible and employs stringent manufacturing process controls and works with raw material suppliers who have dedicated themselves to complying with the Company’s specifications and technical requirements. The amounts of returns and allowances resulting from defective or damaged products have been approximately 1.0% of sales for each of the Company’s last three fiscal years.

 

Accounts Receivable

 

The Company’s accounts receivable are due from purchasers of the Company’s products. 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 conditions of the general economy and the electronics and aerospace industries. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company writes off accounts receivable when they become uncollectible.

 

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.

 

Valuation of Long-Lived Assets

 

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. In addition, the Company assesses the impairment of goodwill at least annually. Important factors that could trigger an impairment review include, but are not limited to, significant negative industry or economic trends and significant changes in the use of the Company’s assets or strategy of the overall business.

Income Taxes

 

As part of the processes of preparing its consolidated financial statements, the Company is required to estimate the income taxes in each of the jurisdictions in which it operates. This process involves estimating the actual current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Company’s Consolidated Balance Sheets. Deferred income taxes are provided for temporary differences in the reporting of certain items, such as depreciation and undistributed earnings of foreign subsidiaries, for income tax purposes compared to financial accounting purposes. In evaluating the Company’s ability to recover the deferred tax assets within the jurisdiction from which they arise, all positive and negative evidence is considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, tax planning strategies and results of recent acquisitions. If these estimates and assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets, resulting in additional income tax expense in the Company's Consolidated Statements of Operations, or conversely to further reduce the existing valuation allowance, resulting in less income tax expense. The Company evaluates the realizability of the deferred tax assets and assesses the need for additional valuation allowances quarterly.

 

Tax benefits are recognized for an uncertain tax position when, in the Company’s judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances and when new information becomes available. Such adjustments are recognized entirely in the period in which they are identified. The effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by the Company. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes its liability for unrecognized tax benefits is adequate. Interest and penalties recognized on the liability for unrecognized tax benefits are recorded as income tax expense.

 

Contingencies and 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.

 

Employee Benefit Programs

 

The Company's obligations for workers' compensation claims are effectively self-insured, although the Company maintains individual and aggregate stop-loss insurance coverage for such claims. The Company accrues its workersworkers’ compensation liability based on estimates of the total exposure of known claims using historical experience and projected loss development factors less amounts previously paid out.

 

The Company and certain of its subsidiaries have a non-contributory profit sharing retirement plan covering their regular full-time employees. In addition, the Company's subsidiaries have various bonus and incentive compensation programs, most of which are determined at management's discretion.

 

The Company's reserves associated with these self-insured liabilities and benefit programs are reviewed by management for adequacy at the end of each reporting period.

 

FACTORS THAT MAY AFFECT FUTURE RESULTS.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their companies without fear of litigation so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the statement. 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 Park's expectations or from results which might be projected, forecasted, estimated or budgeted by the Company in forward-looking statements.

Generally, forward-looking statements can be identified by the use of words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “goal,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions or the negative or other variations thereof. Such forward-looking statements are based on current expectations that involve a number of uncertainties and risks that may cause actual events or results to differ materially from Park’s expectations.

The factors described under “Risk Factors” in Item 1A of this Report, as well as the following additional factors, could cause the Company's actual results to differ materially from any such results which might be projected, forecasted, estimated or budgeted by the Company in forward-looking statements.

■

The Company's operating results are affected by a number of factors, including various factors beyond the Company's control. Such factors include economic conditions in the printed circuit materials, advanced composite materials and composite parts and assemblies industries, the timing of customer orders, product prices, process yields, the mix of products sold and maintenance-related shutdowns of facilities. Operating results also can be influenced by development and introduction of new products and the costs associated with the start-up of new facilities.

■

The Company, from time to time, is engaged in the expansion of certain of its manufacturing facilities. The anticipated costs of such expansions cannot be determined with precision and may vary materially from those budgeted. In addition, such expansions will increase the Company's fixed costs. The Company's future profitability depends upon its ability to utilize its manufacturing capacity in an effective manner.

■

The Company may acquire businesses, product lines or technologies that expand or complement those of the Company. The integration and management of an acquired company or business may strain the Company's management resources and technical, financial and operating systems. In addition, implementation of acquisitions can result in large one-time charges and costs. A given acquisition, if consummated, may materially affect the Company's business, financial condition and results of operations.

■

The Company's success is dependent upon its relationships with key suppliers and customers and key management and technical personnel.

 

■

The Company's future success depends in part upon its intellectual property which the Company seeks to protect through a combination of contract provisions, trade secret protections, copyrights and patents.

■

The market price of the Company’s securities can be subject to fluctuations in response to quarter to quarter variations in operating results, changes in analyst earnings estimates, market conditions in the printed circuit materials, advanced composite materials and composite parts and assemblies industries, as well as general economic conditions and other factors external to the Company.

■

The Company's operating results could be affected by changes in the Company's accounting policies and practices or changes in the Company's organization, compensation and benefit plans, or changes in the Company's material agreements or understandings with third parties.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

 

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.

Foreign Exchange Risk - The Company's primary foreign currency exchange exposure relates to the translation of the financial statements of foreign subsidiaries using currencies other than the U.S. dollar as their functional currencies. The Company does not believe that a hypothetical 10% fluctuation in foreign exchange rates would have had a material impact on its consolidated results of operations or financial position.

 

Interest Rate Risk - The exposure to market risks for changes in interest rates relates to the Company's short-term investment portfolio and its variable rate borrowings under its long-term debt obligations pursuant to the four-year amended and restated revolving credit facility agreement (the “Amended Credit Agreement”) with PNC Bank, National Association. See Note 11 of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.portfolio. The Company does not use derivative financial instruments in its investment portfolio or its long-term debt obligations.portfolio. The Company’s short-term investment portfolio is managed in accordance with guidelines issued by the Company. These guidelines are designed to establish a high quality fixed income portfolio of government and highly rated corporate debt securities with a maximum weighted maturity of less than one year. Based on the average anticipated maturity of the investment portfolio at the end of the 20152018 fiscal year, the Company does not believe that a hypothetical 10% fluctuation in short-term interest rates would have had a material impact on the consolidated results of operations or financial position of the Company.

Commodities Risk – The Company’s outstanding borrowings of $94.0 million, at March 1, 2015, represent 100% of the Company’s total long-term debt obligations. Outstanding borrowings bear interest at a rate equalCompany is subject to at the Company’s option, either a (a) LIBOR rate option determined by a fluctuating rate per annum equal to the LIBOR Rate plus 1.10% or (b) base rate option determined by a fluctuating rate per annum equal to the highest of (i) the Federal Funds Open Rate (as definedfluctuations in the Amended Credit Agreement) plus 0.5%, (ii)cost of raw materials used to manufacture its materials and products. In particular, the Prime Rate (as definedCompany is exposed to market fluctuations in commodity pricing as the Company utilizes certain materials, such as copper, that are key materials in certain of its products. The Company generally passes changes in the Amended Credit Agreement), and (iii) the Daily LIBOR Rate (as defined in the Amended Credit Agreement) plus 1.0%.costs of its raw material costs through to its customers.  The Company currently does not believe that a hypothetical 10% fluctuationuse hedging strategies to minimize the risk of price fluctuations on commodity-based raw materials; however, the Company regularly reviews such strategies on an ongoing basis. See “Business – Aerospace Composite Materials, Structures and Assemblies – Materials and Sources of Supply” and “Business – Electronics Materials – Materials and Sources of Supply” in interest rates would have had a material impact on the consolidated resultsItem 1 of operations or financial position of the Company.this Report.

 

Item 8.           Financial Statements and Supplementary Data.

 

The Company's Financial Statements begin on the next page.

 

 

REPORTSREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSFIRM

 

The Board of Directors and Shareholders

of
Park Electrochemical Corp.

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheetsheets of Park Electrochemical Corp.  and subsidiaries (the “Company”) as of March 1, 2015,February 25, 2018 and February 26, 2017, and the related consolidated statements of operations, comprehensive earnings, (loss), shareholders’ equity, and cash flows for each of the year then ended. Our audit also includedyears in the three-year period ended February 25, 2018 and the related notes and financial statement schedule listed in the index at Item 15. Park Electrochemical Corp.’s management is responsible for these consolidated financial statements and financial statement schedule. Our responsibility isitem 15 (collectively referred to express an opinion on these consolidated financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance withas the standards of the Public Company Accounting Oversight Board (United States)“financial statements”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Park Electrochemical Corp. and subsidiariesthe Company as of March 1, 2015,February 25, 2018 and February 26, 2017, and the results of theirits operations and theirits cash flows for each of the year thenyears in the three-year period ended February 25, 2018, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), Park Electrochemical Corp. and subsidiaries’the Company’s internal control over financial reporting as of March 1, 2015,February 25, 2018, based on criteria established inInternal Control - IntegratedControl-Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated May 15, 201511, 2018, expressed an unqualified opinion thereon.opinion.

 

/s/ CohnReznick LLP

Jericho, New York

May 15, 2015

Board of Directors and Shareholders

Park Electrochemical Corp.Basis for Opinion

 

We have audited the accompanying consolidatedbalance sheets of Park Electrochemical Corp. (a New York corporation) and subsidiaries(the “Company”) as of March 2, 2014 and March 3, 2013 (not presented herein), and the related consolidatedstatements of operations, comprehensive earnings (loss), shareholders’ equity, and cash flows for each of the two years in the period ended March 2, 2014. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements and financial statement schedule based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of Park Electrochemical Corp. and subsidiariesas of March 2, 2014 and March 3, 2013 (not presented herein), and the results of theiroperations and theircash flows for each of the two years in the period ended March 2, 2014 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ CohnReznick LLP

 

We have served as the Company’s auditor since 2014.

/s/ Grant Thornton LLP

New York,Jericho, New York

May 16, 201411, 2018

 

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

---

 

		March 1, 2015				March 2, 2014
ASSETS
Current assets:
Cash and cash equivalents		$	141,538			$	133,150
Marketable securities (Note 2)			130,595				137,206
Accounts receivable, less allowance for doubtfulaccounts of $396 and $416, respectively			21,431				22,881
Inventories (Note 3)			14,439				13,871
Prepaid expenses and other current assets			5,256				4,132
Total current assets			313,259				311,240
Property, plant and equipment, net			26,537				29,674
Goodwill and other intangible assets (Note 3)			9,840				9,847
Restricted cash			-				25,000
Other assets (Note 4)			1,046				1,332
Total assets		$	350,682			$	377,093
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt (Note 11)		$	10,000			$	10,000
Accounts payable			6,882				6,109
Accrued liabilities (Note 3)			4,767				5,139
Income taxes payable			4,141				2,995
Current deferred income taxes			3,934				-
Total current liabilities			29,724				24,243
Long-term debt (Note 11)			84,000				94,000
Deferred income taxes (Note 4)			54,155				58,124
Other liabilities (Note 4)			1,204				183
Total liabilities			169,083				176,550
Commitments and contingencies (Notes 12 and 13)
Shareholders' equity (Note 6):
Preferred stock, $1 par value pershares-authorized, 500,000 shares;issued, none			-				-
Common stock, $0.10 par value pershares-authorized, 60,000,000 shares;issued, 20,962,644 and 20,882,844 shares,respectively			2,096				2,088
Additional paid in capital			164,819				161,677
Retained earnings			16,048				35,651
Accumulated other comprehensive earnings			1,468				1,221
			184,431				200,637
Less treasury stock, at cost, 130,641 and 4,074 shares,respectively			(2,832	)			(94	)
Total shareholders' equity			181,599				200,543
Total liabilities and shareholders' equity		$	350,682			$	377,093

		February 25, 2018				February 26, 2017
ASSETS
Current assets:
Cash and cash equivalents		$	18,254			$	102,438
Marketable securities (Note 2)			89,977				136,152
Accounts receivable, less allowance for doubtful accounts of $259 and $294, respectively			19,762				17,238
Inventories (Note 3)			11,156				11,105
Prepaid expenses and other current assets			2,119				2,197
Total current assets			141,268				269,130
Property, plant and equipment, net (Note 3)			16,532				18,638
Goodwill and other intangible assets (Note 3)			9,818				9,825
Restricted cash			-				10,000
Other assets (Note 4)			1,405				985
Total assets		$	169,023			$	308,578
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt (Note 10)		$	-			$	3,500
Accounts payable			4,025				4,183
Accrued liabilities (Note 3)			5,381				3,417
Income taxes payable			2,821				3,023
Total current liabilities			12,227				14,123
Long-term debt (Note 10)			-				68,500
Non-current income taxes payable (Note 4)			20,364				-
Deferred income taxes (Note 4)			628				42,088
Other liabilities (Note 4)			543				1,041
Total liabilities			33,762				125,752
Commitments and contingencies (Notes 11 and 12)
Shareholders' equity (Note 6):
Preferred stock, $1 par value per shares-authorized, 500,000 shares; issued, none			-				-
Common stock, $0.10 par value per shares-authorized, 60,000,000 shares; issued, 20,965,144 shares			2,096				2,096
Additional paid-in capital			169,011				167,612
(Accumulated deficit) retained earnings			(21,099	)			27,112
Accumulated other comprehensive earnings			131				1,026
			150,139				197,846
Less treasury stock, at cost, 723,573 and 730,473 shares, respectively			(14,878	)			(15,020	)
Total shareholders' equity			135,261				182,826
Total liabilities and shareholders' equity		$	169,023			$	308,578

 

See Notes to Consolidated Financial Statements.

 

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts)

---

 

		Fiscal Year Ended
		March 1,				March 2,				March 3,
		2015				2014				2013
Net sales		$	162,086			$	165,764			$	176,416
Cost of sales			113,133				117,664				125,866
Gross profit			48,953				48,100				50,550
Selling, general and administrative expenses			24,373				25,168				26,595
Restructuring charges (Note 9)			1,179				546				3,703
Earnings from operations			23,401				22,386				20,252
Interest expense (Note 11)			1,438				764				14
Interest and other income			827				460				647
Earnings before income taxes			22,790				22,082				20,885
Income tax provision (Note 4)			2,747				64,411				3,924
Net earnings(loss)		$	20,043			$	(42,329	)		$	16,961
Earnings per share (Note 7):
Basic earnings (loss) per share		$	0.96			$	(2.03	)		$	0.82
Basic weighted average shares			20,912				20,849				20,801
Diluted earnings (loss) per share		$	0.96			$	(2.03	)		$	0.81
Diluted weighted average shares			20,986				20,849				20,823

See Notes to Consolidated Financial Statements.

		Fiscal Year Ended
		February 25,				February 26,				February 28,
		2018				2017				2016
Net sales		$	111,196			$	114,609			$	145,855
Cost of sales			84,737				84,568				103,103
Gross profit			26,459				30,041				42,752
Selling, general and administrative expenses			19,371				19,739				21,211
Restructuring charges (Note 8)			5,022				313				535
Earnings from operations			2,066				9,989				21,006
Interest expense (Note 10)			2,269				1,432				1,657
Interest and other income			2,675				1,704				1,149
Loss on sale of marketable securities			(1,342	)			-				-
Earnings before income taxes			1,130				10,261				20,498
Income tax (benefit) provision (Note 4)			(19,465	)			978				2,469
Net earnings		$	20,595			$	9,283			$	18,029
Earnings per share (Note 7):
Basic earnings per share		$	1.02			$	0.46			$	0.89
Basic weighted average shares			20,237				20,235				20,347
Diluted earnings per share		$	1.02			$	0.46			$	0.89
Diluted weighted average shares			20,267				20,239				20,352

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OFCOMPREHENSIVE EARNINGS (LOSS)

(Amounts in thousands)     

---

		Fiscal Year Ended
		March 1,				March 2,				March 3,
		2015				2014				2013
Net earnings (loss)		$	20,043			$	(42,329	)		$	16,961
Other comprehensive earnings, net of tax:
Foreign currency translation			185				420				75
Less: reclassification adjustment for foreign currencytranslation gains included in net earnings			-				-				(1,465	)
Unrealized gains on marketable securities:
Unrealized holding gains arising during the period			90				117				41
Less: reclassification adjustment for gainsincluded in net earnings (loss)			(21	)			(20	)			(67	)
Unrealized losses on marketable securities:
Unrealized holding losses arising during the period			(20	)			(83	)			(72	)
Less: reclassification adjustment for lossesincluded in net earnings (loss)			13				158				40
Other comprehensive earnings (loss)			247				592				(1,448	)
Total comprehensive earnings (loss)		$	20,290			$	(41,737	)		$	15,513

 

See Notes to Consolidated Financial Statements.

 

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHARECOMPREHENSIVE HOLDERS' EQUITYEARNINGS

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

---

 

																		Accumulated
										Additional								Other
		Common Stock								Paid-in				Retained				Comprehensive				Treasury Stock
		Shares				Amount				Capital				Earnings				Earnings				Shares				Amount
Balance, February 26, 2012			20,795,591			$	2,079			$	157,115			$	181,941			$	2,077				158			$	(1	)
Net earnings			-				-				-				16,961				-				-				-
Foreign currency translation			-				-				-				-				(1,390	)			-				-
Unrealized loss on marketablesecurities, net of tax			-				-				-				-				(58	)			-				-
Stock options exercised			35,987				4				760				-				-				-				-
Stock-based compensation			-				-				915				-				-				-				-
Repurchase of treasury shares			-				-				-				-				-				3,908				(93	)
Cash dividends ($2.90 per share)			-				-				-				(60,388	)			-				-				-
Balance, March 3, 2013			20,831,578				2,083				158,790				138,514				629				4,066				(94	)
Net loss			-				-				-				(42,329	)			-				-				-
Foreign currency translation			-				-				-				-				420				-				-
Unrealized gain on marketablesecurities, net of tax			-				-				-		��		-				172				-				-
Stock options exercised			51,266				5				1,157				-				-				-				-
Stock-based compensation			-				-				1,730				-				-				-				-
Repurchase of treasury shares			-				-				-				-				-				8				-
Cash dividends ($2.90 per share)			-				-				-				(60,534	)			-				-				-
Balance, March 2, 2014			20,882,844				2,088				161,677				35,651				1,221				4,074				(94	)
Net earnings			-				-				-				20,043				-				-				-
Foreign currency translation			-				-				-				-				185				-				-
Unrealized gain on marketablesecurities, net of tax			-				-				-				-				62				-				-
Stock options exercised			79,800				8				1,724				-				-				-				-
Stock-based compensation			-				-				1,418				-				-				-				-
Repurchase of treasury shares			-				-				-				-				-				126,567				(2,738	)
Cash dividends ($1.90 per share)			-				-				-				(39,646	)			-				-				-
Balance, March 1, 2015			20,962,644			$	2,096			$	164,819			$	16,048			$	1,468				130,641			$	(2,832	)

		Fiscal Year Ended
		February 25,				February 26,				February 28,
		2018				2017				2016
Net earnings		$	20,595			$	9,283			$	18,029
Other comprehensive earnings, net of tax:
Foreign currency translation			(50	)			30				62
Unrealized gains on marketable securities:
Unrealized holding gains arising during the period			-				76				52
Less: reclassification adjustment for gains included in net earnings			(17	)			(228	)			(18	)
Unrealized losses on marketable securities:
Unrealized holding losses arising during the period			(2,189	)			(411	)			(156	)
Less: reclassification adjustment for losses included in net earnings			1,361				88				63
Other comprehensive (loss) earnings			(895	)			(445	)			3
Total comprehensive earnings		$	19,700			$	8,838			$	18,032

  

See Notes to Consolidated Financial Statements.

 

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWSSHAREHOLDERS' EQUITY

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

---

		Fiscal Year Ended
		March 1,				March 2,				March 3,
		2015				2014				2013
Cash flows from operating activities:
Net earnings (loss)		$	20,043			$	(42,329	)		$	16,961
Adjustments to reconcile net earnings (loss) to net cashprovided by operating activities:
Depreciation and amortization			3,559				3,757				4,269
Stock-based compensation			1,418				1,730				915
Recovery of doubtful accounts			-				-				(135	)
(Benefit) provision for deferred income taxes			(2,815	)			63,681				1,137
Amortization of bond premium			796				1,816				1,499
Impairment of fixed assets			-				-				3,620
Gain on sale of fixed assets			-				(75	)			-
Non-cash restructuring			-				-				(1,465	)
Changes in operating assets and liabilities:
Accounts receivable			1,138				3,087				(2,255	)
Inventories			(664	)			(925	)			2,882
Prepaid expenses and other current assets			1,713				2,442				(3,126	)
Other assets and liabilities			1,490				(813	)			(310	)
Accounts payable			322				(240	)			(1,929	)
Accrued liabilities			866				(567	)			(2,708	)
Income taxes payable			1,145				(1,182	)			(21	)
Net cash provided by operating activities			29,011				30,382				19,334
Cash flows from investing activities:
Purchase of property, plant and equipment			(430	)			(1,117	)			(1,447	)
Proceeds from sales of property, plant and eqipment			-				100				-
Purchases of marketable securities			(100,074	)			(210,693	)			(142,134	)
Proceeds from sales and maturities ofmarketable securities			105,985				161,035				190,728
Business acquisition			-				-				(2,200	)
Net cash provided by (used in)investing activities			5,481				(50,675	)			44,947
Cash flows from financing activities:
Dividends paid			(39,646	)			(60,534	)			(60,388	)
Decrease (increase) in restricted cash			25,000				(25,000	)			-
Proceeds from exercise of stock options			1,732				1,162				760
Proceeds from long-term debt			-				52,000				52,000
Payments of long-term debt			(10,000	)			-				-
Payments for debt issuance costs			(296	)			(164	)			(53	)
Purchase of treasury stock			(2,738	)			-				(93	)
Net cash used in financing activities			(25,948	)			(32,536	)			(7,774	)
Increase (decrease) in cash and cash equivalents beforeeffect of exchange rate changes			8,544				(52,829	)			56,507
Effect of exchange rate changes on cash andcash equivalents			(156	)			(138	)			107
Increase (decrease) in cash and cash equivalents			8,388				(52,967	)			56,614
Cash and cash equivalents, beginning of year			133,150				186,117				129,503
Cash and cash equivalents, end of year		$	141,538			$	133,150			$	186,117

														(Accumulated				Accumulated
										Additional				Deficit)				Other
		Common Stock								Paid-in				Retained				Comprehensive				Treasury Stock
		Shares				Amount				Capital				Earnings				Earnings				Shares				Amount
Balance, March 1, 2015			20,962,644			$	2,096			$	164,819			$	16,048			$	1,468				130,641			$	(2,832	)
Net earnings			-				-				-				18,029				-				-				-
Foreign currency translation			-				-				-				-				62				-				-
Unrealized gain on marketable securities, net of tax			-				-				-				-				(59	)			-				-
Stock options exercised			2,500				-				44				-				-				-				-
Stock-based compensation			-				-				1,535				-				-				-				-
Purchase of treasury stock			-				-				-				-				-				599,832				(12,188	)
Cash dividends ($.40 per share)			-				-				-				(8,155	)			-				-				-
Balance, February 28, 2016			20,965,144			$	2,096			$	166,398			$	25,922			$	1,471				730,473			$	(15,020	)
Net earnings			-				-				-				9,283				-				-				-
Foreign currency translation			-				-				-				-				30				-				-
Unrealized loss on marketable securities, net of tax			-				-				-				-				(475	)			-				-
Stock-based compensation			-				-				1,214				-				-				-				-
Cash dividends ($.40 per share)			-				-				-				(8,093	)			-				-				-
Balance, February 26, 2017			20,965,144			$	2,096			$	167,612			$	27,112			$	1,026				730,473			$	(15,020	)
Net earnings			-				-				-				20,595				-				-				-
Foreign currency translation			-				-				-				-				(50	)			-				-
Unrealized loss on marketable securities, net of tax			-				-				-				-				(845	)			-				-
Stock options exercised			-				-				(46	)			-				-				(6,900	)			142
Stock-based compensation			-				-				1,445				-				-				-				-
Cash dividends ($3.40 per share)			-				-				-				(68,806	)			-				-				-
Balance, February 25, 2018			20,965,144			$	2,096			$	169,011			$	(21,099	)		$	131				723,573			$	(14,878	)

 

See Notes to Consolidated Financial Statements.

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

---

		Fiscal Year Ended
		February 25,				February 26,				February 28,
		2018				2017				2016
Cash flows from operating activities:
Net earnings		$	20,595			$	9,283			$	18,029
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			3,021				3,106				3,369
Stock-based compensation			1,445				1,214				1,535
Provision for deferred income taxes			(42,060	)			(1,533	)			(11,412	)
Amortization of bond premium			287				434				886
Loss on sale of marketable securities			1,342				-				-
Gain/(loss) on sale of fixed assets			2				-				(31	)
Non-cash restructuring			2,238				-				-
Changes in operating assets and liabilities:
Accounts receivable			(2,373	)			5,312				(1,152	)
Inventories			49				(916	)			4,225
Prepaid expenses and other current assets			251				(422	)			(131	)
Other assets and liabilities			(1,041	)			(229	)			620
Accounts payable			(204	)			(1,964	)			(727	)
Accrued liabilities			(373	)			(1,198	)			(65	)
Income taxes payable			20,162				80				(1,198	)
Net cash provided by operating activities			3,341				13,167				13,948
Cash flows from investing activities:
Purchase of property, plant and equipment			(886	)			(242	)			(398	)
Proceeds from sales of property, plant and equipment			-				-				2,057
Purchases of marketable securities			(164,099	)			(72,827	)			(105,998	)
Proceeds from sales and maturities of marketable securities			207,034				75,547				96,322
Net cash provided by (used in) investing activities			42,049				2,478				(8,017	)
Cash flows from financing activities:
Dividends paid			(68,806	)			(8,093	)			(8,155	)
Decrease (increase) in restricted cash			10,000				-				(10,000	)
Proceeds from exercise of stock options			96				-				44
Proceeds from long-term debt			-				-				75,000
Payments of long-term debt			(72,000	)			(3,000	)			(94,000	)
Payments for debt issuance costs			-				-				(196	)
Purchase of treasury stock			-				-				(12,188	)
Net cash used in financing activities			(130,710	)			(11,093	)			(49,495	)
(Decrease) increase in cash and cash equivalents before effect of exchange rate changes			(85,320	)			4,552				(43,564	)
Effect of exchange rate changes on cash and cash equivalents			1,136				129				(217	)
(Decrease) increase in cash and cash equivalents			(84,184	)			4,681				(43,781	)
Cash and cash equivalents, beginning of year			102,438				97,757				141,538
Cash and cash equivalents, end of year		$	18,254			$	102,438			$	97,757

See Notes to Consolidated Financial Statements.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three years endedMarch 1, 2015February 25, 2018

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

 

---

 

1.	1.     Summary of Significant Accounting Policies

 

Park Electrochemical Corp. (“Park”), through its subsidiaries (collectively, the “Company”), is a global advanced materials company which develops and manufactures advanced composite materials, primary and secondary structures and assemblies and low-volume tooling for the aerospace markets and sells high-technology digital and RF/microwave printed circuitelectronics materials products principally for the telecommunications and internet infrastructure, enterprise and high-end computing markets and advanced composite materials, parts and assemblies and low-volume tooling products for the aerospacemilitary markets.

 

a.

Principles of Consolidation – The consolidated financial statements include the accounts of Park and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

 

b.

Basis of Presentation – Due to changing economic characteristics of the Company’s electronics and aerospace product lines, as well as a change in how the Company’s chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, reviewed and managed the Company’s business in the fourth quarter of the 2018 fiscal year, the Company has divided its product lines into two reportable business segments: Aerospace and Electronics. The Aerospace segment designs, develops and manufactures advanced composite materials, primary and secondary structures and assemblies and low-volume tooling for the aerospace markets.  The Electronics segment designs, develops and manufactures high-technology digital and RF/microwave electronics materials principally for the telecommunications and internet infrastructure, enterprise and military/aerospace markets.

c.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. In addition, certain amounts in the prior years' consolidated statements of stockholders’ equity, consolidated statements of cash flows and Note 3, “Other Balance Sheet Data”, have been reclassified to conform to the current year presentation.

 

c.d.

AccountingAccounting Period – The Company’s fiscal year is the 52 or 53 week period ending the Sunday nearest to the last day of February. The 2015, 20142018, 2017 and 20132016 fiscal years ended on March 1, 2015, March 2, 2014February 25, 2018, February 26, 2017 and March 3, 2013,February 28, 2016, respectively. Fiscal years 2015, 20142018, 2017 and 20132016 all consisted of 52 52 and 53 weeks, respectively.weeks.

 

d.e.

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.(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:

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 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.

 

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 current liabilities approximate 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 11). 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 2).

 

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 value, 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 2015 and 2014 The fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable and current liabilities approximate 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 approximated its fair value. (See Note 10). 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 2). The Company’s non-financial assets measured at fair value on a non-recurring basis, for purposes of calculating impairment, 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 2018 and 2017 fiscal years.

During the 2013 fiscal year, the Company impaired the long-lived assets of Nelco Technology (Zhuhai FTZ) Ltd. (See Note 9).

 

e.f.

Cash and Cash Equivalents – The Company considers all money market securities and investments with contractual maturities at the date of purchase of 90 days or less to be cash equivalents. The Company had $0$4,983 and $19,995$29,942 in debt securities included in cash equivalents at March 1, 2015February 25, 2018 and March 2, 2014,February 26, 2017, respectively, which were valued based on levelLevel 2 inputs. (See Note 2). Certain of the Company’s cash and cash equivalents are in excess of U.S. government insurance. Approximately $269,000$108,040 of the $272,133$108,231 of cash and marketable securities at March 1, 2015 wasFebruary 25, 2018 were owned by certain of the Company’s wholly owned foreign subsidiaries.

 

The Company classified amounts required by the Credit Agreement described in Note 10 to be maintained in cash and marketable securities as restricted cash on the consolidated balance sheet at February 26, 2017.

The Company classifies amounts required by the Amended Credit Agreement described in Note 11 to be maintained in cash and marketable securities as restricted cash on the consolidated balance sheets.

 

 

Supplemental cash flow information:

 

														Fiscal Year
		Fiscal Year												2018				2017				2016
		2015				2014				2013
Cash paid during the year for:
Income taxes, net of refunds		$	1,707			$	612			$	5,866			$	2,040			$	3,648			$	14,728
Interest			1,380				729				-				2,127				1,342				1,119

 

At March 1, 2015 and March 2, 2014, the Company help approximately $28,970 and $27,195,At February 25, 2018 and February 26, 2017, the Company held $7,513 and $22,218, respectively, of cash and cash equivalents in foreign financial institutions.

 

f.g.

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 (loss).earnings. Realized gains and losses, amortization of premiums and discounts, and interest and dividend income are included in interest and other income, net. The cost of securities sold is based on the specific identification method.

 

gh.

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.

 

hi.

Revenue Recognition – The Company recognizes revenues when products are shipped and title has been transferred to a customer, the sales price is fixed and determinable, and collection is reasonably assured. All material sales transactions are for the shipment of the Company’s products.

 

ij.

Sales Allowances and Product Warranties– The Company provides for the estimated costs of sales allowances at the time such costs can be reasonably estimated. The Company’s products are made to customer specifications and tested for adherence to specifications before shipment to customers. Composite partsstructures and assemblies may be subject to “airworthiness” acceptance by customers after receipt at the customers’ locations. There are no future performance requirements other than the products’ meeting the agreed specifications. The Company’s bases for providing sales allowances for returns are known situations in which products may have failed due to manufacturing defects in products supplied by the Company. The Company is focused on manufacturing the highest quality products and employs stringent manufacturing process controls and works with raw material suppliers who have dedicated themselves to complying with the Company's specifications and technical requirements. The amounts of returns and allowances resulting from defective or damaged products have been less than 1.0% of sales for each of the Company's last three fiscal years.

 

j.k.

Accounts Receivable –The Company’s accounts receivable are due from purchasers of the Company’s products. 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 conditions of the general economy and the electronics and aerospace industries. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company writes off accounts receivable when they become uncollectible.

 

 

kl.

Valuation of Long-Lived Assets – The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Important factors that could trigger an impairment review include, but are not limited to, significant negative industry or economic trends and significant changes in the use of the Company's assets or strategy of the overall business. No$67 of impairments of long-lived assets was recognized in 2018, no impairments of long-lived assets were identified in the 2015, 20142017 or 20132016 fiscal years other than impairments associated with restructuring activities. (See Note 9).years.

 

l.m.

Goodwill and OtherIntangible Assets – Goodwill is not amortized. Other intangible assets are amortized over the useful lives, which is 15 years, of the assets on a straight linestraight-line basis. The Company tests for impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. 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 the carrying value. If, based on that assessment, the Company believes it is more likely than not that the fair value is less than the carrying value, a two-step goodwill impairment test is performed. The Company assesses the impairment of goodwill at least annually. The Company conducts its annual goodwill impairment test as of the first day of the fourth quarter. The Company concluded that there was no impairment in the 2015, 20142018, 2017 or 20132016 fiscal years.

 

mn.

Shipping Costs – The amounts paid by the Company to third-party shippers for transporting products to customers, which are not reimbursed by customers, are classified as selling expenses. The shipping costs included in selling, general and administrative expenses were approximately $3,398, $3,833$2,565, $2,354 and $4,080$2,855 for the 2015, 20142018, 2017 and 20132016 fiscal years, respectively.

 

no.

Property, Plant and Equipment – Property, plant and equipment are stated at cost less accumulated depreciation and amortization. The Company capitalizes additions, improvements and major renewals and expenses maintenance, repairs and minor renewals as incurred. Depreciation and amortization are computed principally by the straight-line method over the estimated useful lives of the assets. Machinery, equipment, furniture and fixtures are generally depreciated over 10 years. Building and leasehold improvements are generally depreciated over 25-30 years or the term of the lease, if shorter. The depreciation and amortization expenses associated with property, plant and equipment were $3,559, $3,757$3,021, $3,106 and $4,269$3,369 for the 2015, 20142018, 2017 and 20132016 fiscal years, respectively.

 

op.

Income Taxes – Deferred income taxes are provided for temporary differences in the reporting of certain items, such as depreciation and undistributed earnings of foreign subsidiaries, for income tax purposes compared to financial accounting purposes. In evaluating the Company’s ability to recover the deferred tax assets within the jurisdiction from which they arise, all positive and negative evidence is considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, tax planning strategies and results of recent acquisitions. If these estimates and assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets, resulting in additional income tax expense in the Company's Consolidated Statements of Operations, or conversely to further reduce the existing valuation allowance, resulting in less income tax expense. The Company evaluates the realizability of the deferred tax assets and assesses the need for additional valuation allowances quarterly. (See Note 4).

 

 

Tax benefits are recognized for an uncertain tax position when, in the Company’s judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances and when new information becomes available. Such adjustments are recognized entirely in the period in which they are identified. The effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by the Company. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes its liability for unrecognized tax benefits is adequate. Interest and penalties recognized on the liability for unrecognized tax benefits are recorded as income tax expense.

 

p.q.

Foreign Currency Translation – Assets and liabilities of foreign subsidiaries using currencies other than the U.S. dollar as their functional currency are translated into U.S. dollars at period-end exchange rates or historical exchange rates, where applicable, and income and expense items are translated at average exchange rates for the period. Gains and losses resulting from translation are recorded as currency translation adjustments in comprehensive (loss) earnings.

	q.
	r.	Stock-Based Compensation – The Company accounts for employee stock options, the only form of equity compensation issued by the Company, as compensation expense based on the fair value of the options on the date of grant and recognizes such expense on a straight-line basis over the four-year service period during which the options become exercisable. The Company determines the fair value of such options using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates certain assumptions relating to risk-free interest rate, expected volatility, expected dividend yield and expected life of options, in order to arrive at a fair value estimate.

 

r.s.

Treasury Stock– The Company considers all shares of the Company’s common stock purchased by the Company as authorized but unissued shares on the trade date. The aggregate purchase price of such shares is reflected as a reduction to Shareholders’ Equity, and such shares are held in treasury at cost.

 

55

---

 

2.          MArketable Securities

The change in the U.S. tax code, as provided by the Tax Cuts and Jobs Act (“Tax Act”), has allowed the Company to repatriate its foreign accumulated income at a lower effective tax rate. In response to the Tax Act, the Company liquidated certain marketable securities and repatriated cash held by foreign subsidiaries during the fourth quarter of the 2018 fiscal year. As a result, the Company recorded losses on the sales of marketable securities of $1,342 in connection with the repatriation of cash, the prepayment of all outstanding debt under the Credit Agreement, dated as of January 15, 2016, between the Company and HSBC Bank USA, in the amount of approximately $68,500 of principal and the funding of a special cash dividend of $3.00 per share paid in February 2018.

 

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

 

		March 1, 2015																February 25, 2018
		Total				Level 1				Level 2				Level 3				Total				Level 1				Level 2				Level 3
U.S. Treasury and othergovernment securities		$	119,493			$	119,493			$	-			$	-
U.S. Treasury and other government securities																		$	78,361			$	78,361			$	-			$	-
U.S. corporate debt securities			11,102				7,084				4,018				-				11,616				11,616				-				-
Total marketable securities		$	130,595			$	126,577			$	4,018			$	-			$	89,977			$	89,977			$	-			$	-

 

		March 2, 2014
		Total				Level 1				Level 2				Level 3
U.S. Treasury and othergovernment securities		$	112,793			$	112,793			$	-			$	-
U.S. corporate debt securities			24,413				17,329				7,084				-
Total marketable securities		$	137,206			$	130,122			$	7,084			$	-

At March 1, 2015 and March 2, 2014, the Company’s level 2 investments consisted of commercial paper which was not traded on a regular basis or in an active market, and the Company was unable to obtain pricing information on an ongoing basis. Therefore, these investments were measured using quoted market prices for similar assets currently trading in an active market or using model-derived valuations in which all significant inputs were observable for substantially the full term of the asset.

		February 26, 2017
		Total				Level 1				Level 2				Level 3
U.S. Treasury and other government securities		$	111,261			$	111,261			$	-			$	-
U.S. corporate debt securities			24,891				24,891				-				-
Total marketable securities		$	136,152			$	136,152			$	-			$	-

 

The following tables show the amortized cost basis, gross unrealized gains and losses and gross realized 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
March 1, 2015:
U.S. Treasury and othergovernment securities		$	119,191			$	314			$	12
February 25, 2018:
U.S. Treasury and other government securities														$	80,116			$	-			$	1,755
U.S. corporate debt securities			11,097				5				-				11,675				-				59
Total marketable securities		$	130,288			$	319			$	12			$	91,791			$	-			$	1,814
March 2, 2014:
U.S. Treasury and othergovernment securities		$	112,593			$	200			$	-
February 26, 2017:
U.S. Treasury and other government securities														$	111,727			$	136			$	602
U.S. corporate debt securities			24,401				13				1				24,938				1				48
Total marketable securities		$	136,994			$	213			$	1			$	136,665			$	137			$	650

 

 

		Fiscal Year
		2015				2014				2013
Gross realized gains on sale		$	17			$	26			$	9
Gross realized losses on sale			44				209				35

		Fiscal Year
		2018				2017				2016
Gross realized gains on sale		$	-			$	-			$	-
Gross realized losses on sale		$	1,342			$	-			$	-

 

The estimated fair values of such securities at March 1, 2015,February 25, 2018, by contractual maturity, are shown below:

 

Due in one year or less		$	73,972			$	15,429
Due after one year through five years			56,623				74,548
		$	130,595			$	89,977

 

3.

3.    Other balance sheet data

 

Other balance sheet data consisted of the following:

 

		March 1,				March 2,				February 25,				February 26,
		2015				2014				2018				2017
Inventories:
Raw materials		$	7,376			$	7,253			$	6,826			$	5,842
Work-in-process			3,114				3,097				2,005				2,329
Finished goods			3,605				3,223				2,173				2,585
Manufacturing supplies			344				298				152				349
		$	14,439			$	13,871			$	11,156			$	11,105
Property, plant and equipment:
Land, buildings and improvements		$	42,019			$	42,471			$	39,355			$	39,822
Machinery, equipment, furniture and fixtures			130,585				130,353				127,045				129,696
			172,604				172,824				166,400				169,518
Less accumulated depreciation and amortization			146,067				143,150
Less: accumulated depreciation and amortization											149,868				150,880
		$	26,537			$	29,674			$	16,532			$	18,638
Goodwill and other intangible assets:
Goodwill		$	9,776			$	9,776			$	9,776			$	9,776
Other intangibles			64				71				42				49
		$	9,840			$	9,847			$	9,818			$	9,825
Accrued liabilities:
Payroll and payroll related		$	2,117			$	1,910			$	1,263			$	1,361
Employee benefits			262				274				93				147
Workers' compensation			300				354				210				154
Professional fees			671				1,116				597				578
Restructuring (Note 9)			182				198
Restructuring (Note 8)											2,326				16
Other			1,235				1,287				892				1,161
		$	4,767			$	5,139			$	5,381			$	3,417

 

 

Property,PlantPlant and EquipmentEquipment–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 20162019 fiscal year. The Nelco Technology (Zhuhai FTZ) Ltd. building in Zhuhai, China is held for sale with a carrying value of $2,038. The Company ceased depreciating this building during the second quarter of the 2013 fiscal year, and it intends to sell the building during the 2016 fiscal year.

 

4.4.	Income Taxes

 

The Tax Act was enacted on December 22, 2017. The Tax Act made comprehensive changes to the U.S. Tax Code, including, but not limited to, (i) reducing the U.S. corporate tax rate from 35% to 21%, (ii) changing the rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, (iii) immediate expensing of certain qualified property, (iv) eliminating certain deductions, (v) repealing the corporate minimum tax, and (vi) changing the manner in which international operations are taxed in the U.S., including  a mandatory one-time transition tax on the accumulated untaxed earnings of foreign subsidiaries of U.S. shareholders.  Although the majority of the changes resulting from the Tax Act are effective for tax years beginning in 2018, U.S. GAAP requires that certain impacts of the Tax Act be recognized in the income tax provision in the period of enactment. The corporate tax rate reduction is effective on January 1, 2018, and under tax law, the Company’s Federal statutory tax rate for the 2018 fiscal year is a blended rate of 32.85%.

In response to the enactment of the Tax Act, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification (“ASC”) 740. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but is able to determine a reasonable estimate, the company must record the estimate in its financial statements.

Under the mandatory one-time transition tax provision, the Company incurred a current income tax expense of approximately $23,139 on its untaxed foreign earnings. In accordance with the guidelines provided by the Tax Act, the Company aggregated untaxed foreign earnings and profits and utilized participation exemption deductions and foreign tax credits in arriving at a provisional transition tax liability. Companies are permitted to pay this one-time transition tax over an eight year period.

The provisional one-time transition tax liability, after utilizing current year domestic losses of $21,887, was recorded as a current income tax payable and a non-current income tax payable of $1,751 and $20,136 respectively, and is payable over an eight year period. The Company concurrently reversed $44,309 of deferred tax liability previously accrued for untaxed foreign earnings and profits. The net impact was an income tax benefit of $18,456 recorded in the income tax (benefit) provision in the Consolidated Statements of Operations.

In connection with the enactment of the Tax Act, the Company re-measured its U.S. deferred tax assets and liabilities based on the rates at which they are expected to be realized in future tax years.  During the fourth quarter of fiscal year 2018, the Company recorded a provisional income tax provision and corresponding reduction in the net U.S. deferred tax asset of approximately $1,963.

The potential global intangible low-taxed income (“GILTI”) provisions are effective for tax years of foreign corporations beginning after December 31, 2017.  The Company has not yet made a policy election with respect to its treatment of potential GILTI.  Companies can either account for taxes on GILTI as incurred or recognize deferred taxes when basis differences exist that are expected to affect the amount of the GILTI inclusion upon reversal.  The Company is still in the process of analyzing the provisions of the Tax Act associated with GILTI and the expected impact of GILTI on the Company in the future. 

While the Company was able to make a reasonable estimate of the impact of the reduction in the U.S. federal corporate tax rate and the mandatory one-time transition tax, the provisional amounts recorded could change for a variety of factors, including, but not limited to, (i) anticipated guidance from the U.S. Department of Treasury about implementing the Tax Act, (ii) potential additional guidance from the Securities and Exchange Commission related to the Tax Act, and (iii) the Company’s further assessment of the Tax Act and related regulatory guidance.

The Company is continuing to evaluate the Tax Act and its requirements, as well as its application to the Company and its impact on the Company’s effective tax rate.

The income tax (benefit) provision includes the following:

 

		Fiscal Year												Fiscal Year
		2015				2014				2013				2018				2017				2016
Current:
Federal		$	-			$	(2,435	)		$	(2,804	)		$	21,568			$	(532	)		$	10,118
State and local			(39	)			(55	)			172				219				(40	)			(120	)
Foreign			5,601				3,220				5,419				808				3,083				3,883
			5,562				730				2,787				22,595				2,511				13,881
Deferred:
Federal			(2,238	)			63,105				1,652				(42,054	)			(369	)			(11,273	)
State and local			(290	)			69				(314	)			(52	)			(590	)			(205	)
Foreign			(287	)			507				(201	)			46				(574	)			66
			(2,815	)			63,681				1,137				(42,060	)			(1,533	)			(11,412	)
		$	2,747			$	64,411			$	3,924			$	(19,465	)		$	978			$	2,469

Current federal

State income tax benefits of $2,435 and $2,804from loss carryforwards to future years were recognized as deferred tax assets in the 20142018, 2017 and 20132016 fiscal years, respectively, were the result of loss carrybacks to the 2011 and 2010 fiscal years, net of the tax impact from the loss of the domestic production activities deductions in those years.

 

The Company continuously evaluates the liquidity and capital requirements of its operations in the United States and of its foreign subsidiaries. As a result of such evaluation,evaluations, the Company recorded a non-cash charge for the accrual of U.S. deferred income taxesrepatriated $135,300, $6,800 and $61,000 in cash from Nelco Products Pte Ltd. in Singapore in the amount of $63,958 on undistributed earnings of the Company’s subsidiary in Singapore during the fourth quarter of the 20142018, 2017 and 2016 fiscal year. No such charge was made in the 2015 fiscal year.years, respectively.

 

State income tax benefits from loss carryforwards to future years are recognized as deferred tax assets in the 2014 and 2013 fiscal years.

 

The components ofCompany’s pre-tax earnings before income taxes werefrom the United States and foreign locations are as follows:

 

		Fiscal Year
		2015				2014				2013
United States		$	(6,704	)		$	(2,080	)		$	(4,196	)
Foreign			29,494				24,162				25,081
Earnings before income taxes		$	22,790			$	22,082			$	20,885

		Fiscal Year
		2018				2017				2016
United States		$	(8,164	)		$	(4,742	)		$	(3,331	)
Foreign			9,294				15,003				23,829
Earnings before income taxes		$	1,130			$	10,261			$	20,498

 

The Company’s effective income tax rate differs from the statutory U.S. Federal income tax rate as a result of the following:

 

														Fiscal Year
		Fiscal Year												2018				2017				2016
		2015				2014				2013
Statutory U.S. Federal tax rate			34.0	%			34.0	%			34.0	%			32.9	%			34.0	%			35.0	%
State and local taxes, net ofFederal benefit			(1.1	)			(0.2	)			(0.8	)			(13.3	%)			2.4	%			1.2	%
Foreign tax rate differentials			(22.2	)			(19.6	)			(22.3	)			(131.8	%)			(24.4	%)			(21.0	%)
Valuation allowance on deferredtax assets			0.6				2.4				0.4				2.8	%			(5.3	%)			(0.2	%)
Adjustment on tax accrualsand other			1.3				(3.0	)			4.8
Adjustment on tax accruals															17.2	%			6.8	%			3.3	%
FIN 48 change															(44.1	%)			-				-
Foreign tax credits			(0.5	)			(0.6	)			(0.3	)			(31.4	%)			(3.3	%)			(1.1	%)
U.S. Tax Reform															(1,633.4	%)			-				-
Deferred tax liability on undistributed foreign earnings			-				289.6				-				-				(3.4	%)			(4.5	%)
Claim for refund			-				(10.5	)			-
Subpart F															77.2	%			-				-
Permanent differences and other			-				(0.4	)			2.9				1.3	%			2.7	%			(0.7	%)
			12.1	%			291.7	%			18.7	%			(1,722.6	%)			9.5	%			12.0	%

 

The Company had federal net operating loss carryforwards of approximately $8,611 and $2,042$0 in the 20152018 and 20142017 fiscal years, respectively, state net operating loss carryforwards of approximately $14,360$11,430 and $8,899$16,343 in the 20152018 and 20142017 fiscal years, respectively, and total net foreign operating loss carryforwards of approximately $33,672$30,745 and $33,835$30,647 in the 20152018 and 20142017 fiscal years, respectively. The federalforeign net operating loss carryforwards will expirewere not utilized in 2032 through 2035. The China net operating loss carryforwards will expire in 2015 through 2020, while the France net operating loss carryforward2018 fiscal year, and the Company has an unlimited carryforward period.set up a valuation allowance for such carryforwards. The state net operating loss carryforwards will expire in 20172019 through 2035.2038.

 

The Company has foreign tax credit carryforwards of $486 and $424 at March 1, 2015 and March 2, 2014, respectively, which expire in 2021 through 2025. As of March 1, 2015 and March 2, 2014,had research and development and other credits of $392$0 and $352, respectively, expire in 2031 through 2034.$47 at February 25, 2018 and February 26, 2017, respectively.

 

The Company had New York State investment tax credit carryforwards of $709 in both the 2015 and 2014 fiscal years. The New York State Investment tax credits expire in fiscal years 2015 through 2018. The Company has Kansas tax credits of $225 in the 2018 and $211 in2017 fiscal years, 2015 and 2014, respectively, for which no benefit has been provided. The Company does not believe that realization of the principal portion of the Kansas tax credit or the investment tax credit carryforward is more likely than not.  The Kansas credits will expiredo not have expiration dates.  The Company had Arizona tax credits of $135 in the 20192018 and 20202017 fiscal years.years, for which no benefit has been provided.

 

The deferred tax asset valuation allowance of $11,887$10,602 as of March 1, 2015February 25, 2018 relates to foreign net operating losses and state tax credit carryforwards for which the Company does not expect to realize any tax benefit. During the 20152018 fiscal year, the valuation allowance decreasedincreased by $54 primarily due to the expiration of foreign net operating loss carryforwards for which no tax benefit was recognized.$31. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.

 

Significant components of the Company's deferred tax assets and liabilities as of March 1, 2015February 25, 2018 and March 2, 2014February 26, 2017 were as follows:

 

		March 1				March 2
		2015				2014
Deferred tax assets:
Depreciation and amortization		$	3,856			$	4,593
Net operating loss carryforwards			14,686				12,210
Tax credits carryforward			1,811				1,695
Stock options			1,899				1,693
Other, net			531				665
			22,783				20,856
Valuation allowance on deferredtax assets			(11,887	)			(11,941	)
Total deferred tax assets, net ofvaluation allowance			10,896				8,915
Deferred tax liabilities:
Depreciation			(446	)			(867	)
Undistributed earnings			(63,958	)			(63,958	)
Other			(1,257	)			(1,616	)
Total deferred tax liabilities			(65,661	)			(66,441	)
Net deferred tax liability		$	(54,765	)		$	(57,526	)

		February 25,				February 26,
		2018				2017
Deferred tax assets:
Depreciation and amortization		$	2,323			$	3,740
Net operating loss carryforwards			10,809				11,049
Tax credits carryforward			360				677
Stock options			1,269				1,865
Other, net			671				282
			15,432				17,613
Valuation allowance on deferred tax assets			(10,602	)			(10,571	)
Total deferred tax assets, net of valuation allowance			4,830				7,042
Deferred tax liabilities:
Depreciation			(619	)			(572	)
Undistributed earnings			(3,200	)			(47,509	)
Other			(771	)			(781	)
Total deferred tax liabilities			(4,590	)			(48,862	)
Net deferred tax asset (liability)		$	240			$	(41,820	)

 

On the Consolidated Balance Sheets, the current net deferred tax assets, net of $3,324valuation allowance, of $624 at February 25, 2018 and $598$268 at March 1, 2015 and March 2, 2014, respectively,February 26, 2017 were included in prepaid expenses and other current assets.

 

At March 1, 2015,February 25, 2018 and February 26, 2017, the Company had gross unrecognized tax benefits of $1,204$543 and $1,041, respectively, included in other liabilities. The prior year unrecognized tax benefit of $2,715 relating to a claim for refund filed to recoup the tax benefit for the Company’s remaining investment in New England Laminates (U.K.) Ltd. was settled with the IRS in 2014 for $1,949 plus interest of $375. If any portion of the unrecognized tax benefits at March 1, 2015February 25, 2018 were recognized, the Company’s effective tax rate would change.

 

 

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

 

		Unrecognized Tax Benefits												Unrecognized Tax Benefits
		March 1,				March 2,				March 3,				February 25,				February 26,				February 28,
		2015				2014				2013				2018				2017				2016
Balance, beginning of year		$	276			$	3,053			$	3,999			$	1,024			$	1,255			$	1,135
Gross decreases-tax positionsin prior period			(21	)			(2,776	)			(235	)
Gross increases-current periodtax positions			880				-				-
Gross decreases-tax positions in prior period															(688	)			(293	)			-
Gross increases-current period tax positions															320				274				271
Audit settlements			-				-				(711	)			-				(42	)			(57	)
Lapse of statute of limitations			-				(1	)			-				(155	)			(170	)			(94	)
Balance, end of year		$	1,135			$	276			$	3,053			$	501			$	1,024			$	1,255

 

The amount of unrecognized tax benefits may increase or decrease in the future for various reasons, including adding or subtracting amounts for current year tax positions, expiration of statutes of limitationlimitations on open income tax years, changes in the Company’s judgment about the level of uncertainty, status of tax examinations, and legislative changes. Changes in prior period tax positions are the result of a re-evaluation of the probability of realizing the benefit of a particular tax position based on new information. It is reasonably possible that none of the unrecognized tax benefits will be recognized in the 20152019 fiscal year upon the expiration of statutes of limitations.

 

A list of open tax years by major jurisdiction follows:

 

U.S. Federal		2014-2018
California			2011-2015	2015-2018
New York			2012-2015	2016-2018
France			2013-2015	2015-2018
Singapore			2008-2015	2014-2018

 

The Company had approximately $70$41 and $98$16 of accrued interest and penalties as of March 1, 2015February 25, 2018 and March 2, 2014,February 26, 2017, respectively. The Company’s policy is to include applicable interest and penalties related to unrecognized tax benefits as a component of current income tax expense.

 

During the 2015 fiscal year, theThe New York State Department of Taxation closed anhas completed its examination of the Company’s tax returns for the 2008, 2009, 20102012, 2013, 2014 and 20112015 fiscal years without audit adjustments assessed.with no adjustments.

 

5.     STOCK-BASED COMPENSATION

5.	STOCK-BASED COMPENSATION

 

As of March 1, 2015,February 25, 2018, the Company had a 2002 Stock Option Plan (the “Plan”), and no other stock-based compensation plan. The Plan has been approved by 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. Options to purchase a total of 1,800,000 shares of common stock were authorized for grant under the Plan. At March 1, 2015, 1,468,530February 25, 2018, 1,459,130 shares of common stock of the Company were reserved for issuance upon exercise of stock options under the Plan, and 501,838573,576 options were available for future grant under the Plan.

 

The 2002 Stock Option Plan will terminate on May 21, 2018, and the authority to grant options under such Plan will expire on such date.  On May 8, 2018, the Board of Directors of the Company adopted the 2018 Stock Option Plan, which is similar to the 2002 Stock Option Plan, subject to shareholder approval at the Annual Meeting of Shareholders on July 24, 2018, providing, during the ten-year term of the Plan, for the grant of options, to employees, directors and consultants to the Company to purchase a total of 900,000 shares of Common Stock.

 

The compensation expense for stock options includes an estimate for forfeitures and is recognized on a straight linestraight-line basis over the requisite service period.

 

The future compensation expense to be recognized in earnings before income taxes for options outstanding at March 1, 2015February 25, 2018 was $2,448,$1,258, which is expected to be recognized ratably over a weighted average vesting period of 2.240.92 years.

 

The Company records its stock-based compensation at fair value. The weighted average fair value for options was estimated at the dates of grants, using the Black-Scholes option pricing model.

The following table represents the weighted average fair value and valuation assumptions used for options granted in the 2015, 20142018, 2017 and 20132016 fiscal years:

 

		Fiscal Year												Fiscal Year
		2015				2014				2013				2018			2017				2016
Weighted average fair value per share of option grants		$	8.05			$	8.79			$	8.56			-			$	3.15					$5.30
Risk-free interest rates			2.03 - 2.18	%			1.64 - 2.15	%			1.50 - 1.80	%		-				1.77	%			1.57	-	1.86%
Expected stock pricevolatility			31.07 - 31.59	%			32.80 - 34.00	%			35.02 - 37.06	%
Expected stock price volatility														-				28.9	%			27.91	-	31.71%
Expected dividend yields			1.34 - 1.77	%			1.46 - 1.67	%			1.54 - 1.65	%		-				2.23	%			1.84	-	2.76%
Estimated option terms (years)			7.8				6.1 - 8.1				5.7 - 6.9
Estimated option terms (in years)														-				5.3				5.3	-	7.9

 

The risk-free interest rates are based on U.S. Treasury rates at the date of grant with maturity dates approximately equal to the estimated term of the options at the date of the grant. Volatility factors are based on historical volatility of the Company’s common stock. The expected dividend yields are based on the regular quarterly cash dividend per share most recently declared by the Company and on the exercise price of the options granted during the 20152018 fiscal year. The estimated terms of the options are based on evaluations of the historical and expected future employee exercise behavior.

 

During the fourth quarter of the 20152018 fiscal year, the Company’s BoardCompany recorded non-cash charges of Directors approved a reduction$513 resulting from the modification of $1.50previously granted employee stock options resulting from the $3.00 per share in the exercise price of all outstanding options as a result of the special cash dividend of $1.50 per share paid by the Company in February 2015. The reduction in the exercise price was treated as a modification of the stock options for accounting purposes. The modification, based on the fair value of the options both immediately before and after the modification, resulted in a total of incremental compensation expense of $205 during the 2015 fiscal year, which was recorded in selling,2018. Selling, general and administrative expenses.expenses in 2018 fiscal year included $1,445 of stock option expenses compared to $1,214 of such expenses in 2017 fiscal year.

 

 

Information with respect to stock option activity follows:

 

		Outstanding Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (in years)				Aggregate Intrinsic Value				Outstanding Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (in years)				Aggregate Intrinsic Value
Balance, February 26, 2012			915,951			$	25.40
Balance, March 1, 2015																			966,692			$	22.55
Granted			205,520				25.60												379,450				17.82
Exercised			(35,987	)			21.16												(2,500	)			19.91
Terminated or expired			(107,701	)			25.91												(117,250	)			21.53
Balance, March 3, 2013			977,783			$	25.54
Balance, February 28, 2016																			1,226,392			$	21.19
Granted			193,600				27.20												1,250				14.07
Exercised			(51,266	)			23.44												-				-
Terminated or expired			(39,000	)			26.07												(157,113	)			21.66
Granted under option modification			902,517				23.13
Cancelled under option modification			(902,517	)			25.63
Balance, March 2, 2014			1,081,117			$	23.84
Balance, February 26, 2017																			1,070,529			$	21.08
Granted			18,000				25.81												-				-
Exercised			(79,800	)			21.49												(6,900	)			13.36
Terminated or expired			(52,625	)			24.21												(178,075	)			22.55
Granted under option modification			996,892				22.55
Cancelled under option modification			(996,892	)			24.05
Balance, March 1, 2015			966,692			$	22.55				5.40			$	425
Vested and exercisable, March 1, 2015			694,705			$	22.23				4.27			$	528
Balance, February 26, 2017																			885,554			$	17.55				5.00			$	-
Vested and exercisable, February 26, 2017																			689,317			$	18.00				4.38			$	-
Expected to vest, February 26, 2017																			832,421			$	17.55				5.00			$	-

 

The aggregate intrinsic values realized (the market value of the underlying shares on the date of exercise, less the exercise price, times the number of shares acquired) from the exercise of options during the 2015, 20142018, 2017 and 20132016 fiscal years were $688, $249$44, $0 and $227,$4, respectively.

 

A summary of the status of the Company’s non-vested options at March 1, 2015,February 25, 2018, and changes during the fiscal year then ended, is presented below:

 

										Shares Subject to Options				Weighted Average Grant Date Fair Value
		Shares Subject to Options				Weighted Average Grant Date Fair Value
Non-vested, beginning of year			416,788			$	8.41				308,312			$	6.09
Granted			18,000				8.05				-				-
Vested			(120,476	)			8.14				(93,112	)			5.17
Terminated or expired			(42,325	)			8.06				(18,962	)			6.13
Non-vested, end of year			271,987			$	8.27				196,238			$	6.09

 

 

6.	SHAREHOLDERS’ EQUITY

6.     SHAREHOLDERS’ EQUITY

Shareholders’ Rights Plan – On July 20, 2005, the Board of Directors renewed the Company’s shareholders’ rights plan on substantially the same terms as its previous rights plan which expired in July 2005. In accordance with the Company’s shareholders’ rights plan, a right (the “Right”) to purchase from the Company a unit consisting of one one-thousandth (1/1,000) of a share (a “Unit”) of Series B Junior Participating Preferred Stock, par value $1.00 per share (the “Series B Preferred Stock”), at a purchase price of $150 (the “Purchase Price”) per Unit, subject to adjustment, is attached to each outstanding share of the Company’s common stock. The Rights expire on July 20, 2015. Subject to certain exceptions, the Rights will become exercisable 10 business days after a person acquires 20 percent or more of the Company’s outstanding common stock or commences a tender offer that would result in such person’s owning 20 percent or more of such stock. If any person acquires 20 percent or more of the Company’s outstanding common stock, the rights of holders, other than the acquiring person, become rights to buy shares of the Company’s common stock (or of the acquiring company if the Company is involved in a merger or other business combination and is not the surviving corporation) having a market value of twice the Purchase Price of each Right. The Company may redeem the Rights for $.01 per Right until 10 business days after the first date of public announcement by the Company that a person acquired 20 percent or more of the Company’s outstanding common stock.

 

Treasury Stock– On January 8, 2015, the Company announced that its Board of Directors hashad 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.

 

TheOn March 10, 2016, the Company announced on October 18, 2012 that its Board of Directors had 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, representing approximately 5%in addition to the unused prior authorization to purchase shares of the Company’s total outstanding shares at that time.common stock announced on January 8, 2015.

 

During the 2015 and 20142016 fiscal years,year, the Company purchased 126,564 and 0599,832 shares respectively, pursuant to the above authorizations at an aggregate purchase price of $2,738 and $0, respectively, leaving 1,131,244 shares that may be purchased pursuant to the January 8, 2015 authorization. In addition,$12,187. As a result, the Company purchased 3 and 8is authorized to purchase up to a total of 1,531,412 shares duringof its common stock, representing approximately 7.6% of the 2015 and 2014 fiscal years, respectively, not pursuant to such authorizations.Company’s 20,234,671 total outstanding shares as of the close of business on May 4, 2018.

 

Reserved Common Shares– At March 1, 2015, 1,468,530February 25, 2018, 1,459,130 shares of common stock were reserved for issuance upon exercise of stock options.

 

Accumulated Other ComprehensiveEarnings– Accumulated balances related to each component of other comprehensive earnings were as follows:

 

		March 1, 2015				March 2, 2014				February 25, 2018				February 26, 2017
Currency translation adjustment		$	1,268			$	1,083			$	1,310			$	1,360
Unrealized gains on investments,net of tax			200				138
Unrealized gains (losses) on investments, net of taxes of $(635) and $(180), respectively											(1,179	)			(334	)
Accumulated balance		$	1,468			$	1,221			$	131			$	1,026

 

7.          EARNINGS(LOSS)PER SHARE

EARNINGS PER SHARE

 

Basic earnings (loss) per share are computed by dividing net earnings (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share are computed by dividing net earnings (loss) by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b) the potential common stock equivalents outstanding during the period. Stock options are the only common stock equivalents; 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 (loss) per share:

 

		Fiscal Year
(Amounts in thousands, except per share amounts)		2015				2014				2013
Net earnings (loss)		$	20,043			$	(42,329	)		$	16,961
Weighted average common sharesoutstanding for basic EPS			20,912				20,849				20,801
Net effect of dilutive options			74				-				22
Weighted average sharesoutstanding for diluted EPS			20,986				20,849				20,823
Basic earnings (loss) per share		$	0.96			$	(2.03	)		$	0.82
Diluted earnings (loss) per share		$	0.96			$	(2.03	)		$	0.81

		Fiscal Year
(Amounts in thousands, except per share amounts)		2018				2017				2016
Net earnings		$	20,595			$	9,283			$	18,029
Weighted average common shares outstanding for basic EPS			20,237				20,235				20,347
Net effect of dilutive options			30				4				5
Weighted average shares outstanding for diluted EPS			20,267				20,239				20,352
Basic earnings per share		$	1.02			$	0.46			$	0.89
Diluted earnings per share		$	1.02			$	0.46			$	0.89

 

Potentially dilutive stock options, which were not included in the computation of diluted earnings per share because either the effect would have been antidilutive or the options’ exercise prices were greater than the average market price of the common stock, were approximately 192,063, 1,081,000606,357, 884,905 and 423,000919,509 for the 2015, 20142018, 2017 and 20132016 fiscal years, respectively.

 

8.8.	LITIGATION AND INSURANCE SETTLEMENTSrestructuring charges

 

During the 20132018 fiscal year, the Company recorded pre-tax other income of $1,000 resulting from the settlement of a business interruption insurance claim at the Company’sconsolidated its Nelco Products, Inc. Business Unit located in Fullerton, California and its Neltec, Inc. (“Neltec”) business unitBusiness Unit located in Tempe, Arizona  and Nelco Products, Inc. (“Nelco”) business unit in Fullerton, California resulting from an interruption of material shipments from one of the Company’s vendors located in Japan to these subsidiaries caused by the March 2011 tsunami in Japan.

During the 2013 fiscal year, the Company settled all pending litigation with Isola USA Corporation (“Isola”) for $1,000. The settlement resulted in the dismissal of the patent infringement lawsuit that Isola filed against Park, Nelco and Neltec. Park, Nelco and Neltec agreed to refrain from challenging the validity or enforceability of any of the applicable patents. In the settlement, neither party admitted any liability or wrongdoing. (See Note 13).

9.	restructuring charges

During the 2013 fiscal year, the Company recorded restructuring charges of $2,730$4,429 in the 2018 fiscal year related to the closure ofconsolidation. The Company estimates the Company’s Nelco Technology (Zhuhai FTZ) Ltd. business unit locatedremaining pre-tax charge in Zhuhai, China. connection with the consolidation to be approximately $1,010, which the Company expects to incur primarily during the fiscal year ending February 28, 2021.

The following table sets forth the charges included a non-cash asset impairment charge of $3,620and accruals related to property, plant and equipment and were net of the recapture of a non-cash cumulative currency translation adjustment of $1,465. The reclassification of the non-cash cumulative currency translation adjustment was included in foreign currency translation charges in the Consolidated Statements of Comprehensive Earnings (Loss). The Company has a building with a carrying value of $2,039 as of March 1, 2015, which is held for sale at its Nelco Technology (Zhuhai FTZ) Ltd. business unit. The Company ceased depreciating this building during the 2013 fiscal year second quarter and expects to sell the building in the 2016 fiscal year. The company paid $218 and $546 of additional pre-tax charges related to such closure during the 2015 and 2014 fiscal years, respectively.consolidation:

 

		Accrued February 26, 2017				Current Period Expense				Cash Payments				Non-Cash Charges				Accrual February 25, 2018				Total Expense For 52 Weeks Ended February 25, 2018				Total Expected Costs
Facility Lease Costs		$	-			$	2,749			$	(511	)		$	-			$	2,238				2,749			$	2,749
Severance Costs			-				1,081				(1,081	)			-				-				1,081				1,081
Equipment Removal			-				-				-				-				-				-				700
Other			-				599				(595	)			(67	)	��		(63	)			599				970
Total Restructuring Plan		$	-			$	4,429			$	(2,187	)		$	(67	)		$	2,175			$	4,429			$	5,500

 

The Company recorded additional restructuring charges of $485$447 and $313 in the 20152018 and 2017 fiscal yearyears, 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 20162019 fiscal year.

 

InThe Company recorded additional restructuring charges of $146 and $0 in the 20152018 and 2017 fiscal years, respectively, related to the closure in the 2012 fiscal year third quarter,of the Company recorded a $496 chargeCompany’s Park Advanced Composite Materials, Inc. business unit located in connection with cost reduction initiatives in the United States. Approximately $346 of such charge were paid in the fiscal 2015 and the remaining balance of $150 is expected to be paid through December 2015.Waterbury, Connecticut.

 

10.9.

Employee Benefit Plans

 

Profit Sharing Plan – The Company and certain of its subsidiaries have a non-contributory profit sharing retirement plan covering substantially all full-time employees in the United States. The plan may be modified or terminated at any time, but in no event may any portion of the contributions revert back to the Company. The Company's estimated contributions are accrued at the end of each fiscal year and paid to the plan in the subsequent fiscal year. The Company’s contributions to the plan were $268$74 and $256$212 for fiscal years 20142017 and 2013,2016, respectively. The contribution for fiscal year 20152018 has not been determined or paid. Contributions are discretionary and may not exceed the amount allowable as a tax deduction under the Internal Revenue Code.

 

Savings Plan– The Company also sponsors a 401(k) savings plan, pursuant to which the contributions of employees of certain subsidiaries were partially matched by the Company in the amounts of $123, $142$75, $101 and $154$112 in the 2015, 20142018, 2017 and 20132016 fiscal years, respectively.

 

11.10.

LONG-TERM DEBT

 

On January 30, 2013,15, 2016, the Company entered into a five-yearthree-year revolving credit facility agreement (the “Credit Agreement”) with PNCHSBC Bank USA, National Association (“PNCHSBC Bank”).   This Credit Agreement replaced the Amended Credit Agreement that the Company entered into with PNC Bank in February 2014. The Credit Agreement provided for loans up to $52,000 (the “Facility”) to the Company$75,000 and letters of credit up to $2,000 for the account of the Company. The Company borrowed $52,000 to finance a special dividend paid to shareholders of the Company in the 2013 fiscal year fourth quarter.$2,000.

 

On February 12, 2014,January 3, 2018, in connection with the Company’s prepayment of the entire loan balance, the Company entered into a four-year amended and restated revolving credit facility agreement (the “Amended Credit Agreement”) with PNC Bank. The Amended Credit Agreement provides for loans up to $104,000 (the “Amended Facility”) toterminated the Company and letters of credit up to $2,000 for the account of the Company. Through March 1, 2015, the Company has 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 the Credit Agreement, and PNC Bank has issued two standby letters of credit for the account of the Company in the total amount of $1,100 to secure the Company’s obligations under its workers’ compensation insurance program. During the 2015 fiscal year, the Company made a $10,000 principal payment in accordance with the Amended Credit Agreement. The remaining $94,000 outstanding borrowings under the Amended Credit Agreement are payable in four quarterly installments of $2,500 each, commencing in March 2015, and eight quarterly installments of $3,750 each, commencing in March 2016,prepayment was made with the remaining amount outstanding underCompany’s cash and cash equivalents, marketable securities and restricted cash. In connection with the Amended Credit Agreement payable on February 12, 2018 and excludes a pre-payment penalty.

Borrowings undertermination of the Amended Facility bear interest at a rate equal to, at the Company’s option, either a (a) LIBOR rate option determined by a fluctuating rate per annum equal to the LIBOR Rate plus 1.10% or (b) base rate option determined by a fluctuating rate per annum equal to the highest of (i) the Federal Funds Open Rate (as defined in the Amended Credit Agreement) plus 0.5%, (ii) the Prime Rate (as defined in the Amended Credit Agreement), and (iii) the Daily LIBOR Rate (as defined in the Amended Credit Agreement) plus 1.0%. Under the Amended Credit Agreement, the Company also is obligated to pay a nonrefundable commitment fee, accruing fromexpensed the remaining deferred financing costs of $144 in the fourth quarter of fiscal year ended February 12, 2014 until the earlier of February 12, 2018 and the date on which the Amended Credit Agreement is terminated, equal to 0.20% per annum multiplied by the average daily difference between the amount of (a) the revolving credit commitment and (b) the revolving facility usage, payable quarterly in arrears.25, 2018.

 

The Amended Credit Agreement contains certain customary affirmative and negative covenants and customary financial covenants. On February 24, 2015, the Company and PNC Bank entered into an Amendment to the Amended Credit Agreement that modified certain covenants. The covenants under the Amended Credit Agreement at March 1, 2015, in connection with the February 24, 2015 Amendment to the Amended Credit Agreement, require the Company to (a) maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 at the end of each fiscal quarter, except for the fiscal quarters ending on May 31, 2015 and August 30, 2015 for which the ratio is 1.00 to 1.00, and (b) not exceed a maximum funded debt ratio of (i) 3.75 to 1.00 through March 1, 2015, (ii) 3.85 to 1.00 for the period March 2, 2015 through May 31, 2015, (iii) 3.55 to 1.00 for the period June 1, 2015 through August 30, 2015, (iv) 3.50 to 1.00 for the period August 31, 2015 through February 28, 2016, (v) 3.00 to 1.00 for the period February 29, 2016 through February 26, 2017, and (vi) 2.25 to 1.00 for all periods thereafter. In addition, the Company must maintain minimum domestic liquid assets of $25,000 in cash and marketable securities at all times, except for the period February 24, 2015 through May 30, 2015, and maintain a minimum quick ratio of (i) 6.50 to 1.00 for the period December 1, 2014 through November 27, 2016 and (ii) 3.00 to 1.00 for all periods thereafter. The dividend covenant permits the Company to pay regular quarterly dividends in amounts not exceeding $0.10 per share and an annual special dividend to shareholders in amounts ranging from $1.00 to $2.50 with prior written notification to PNC Bank. The Company’s obligations under the Amended Credit Agreement are guaranteed by its Nelco Products, Inc., Neltec, Inc. and Park Aerospace Technologies Corp. subsidiaries and secured by a pledge of 65% of the capital stock of the Company’s Nelco Products Pte. Ltd. subsidiary in Singapore. The minimum domestic liquid assets of $25,000, for required periods, are reflected as restricted cash on the Consolidated Balance Sheets.

The Amended Facility is available to (a) refinance the Credit Agreement, (b) support working capital and general corporate needs, including the issuance of letters of credit, (c) fund special distributions to the Company’s shareholders permitted under the Amended Facility, and (d) finance ongoing capital expenditures and acquisitions. At March 1, 2015, $94,000 of indebtedness was outstanding under the Amended Credit Agreement with an interest rate of 1.31%. Interest expense recorded under both the FacilityPNC Bank Amended Credit Agreement and Amended Facilitythe Credit Agreement was approximately $1,438, $764$2,269, $1,432 and $14$1,365 during the 2015, 20142018, 2017 and 20132016 fiscal years, respectively, which is included in interest expense on the Consolidated Statements of Operations. In addition, the Company accelerated the deferred financing costs of $292 which related to the PNC Bank Amended Credit Agreement that was recorded as interest expense in the fourth quarter of the 2016 fiscal year.

 

 

At March 1, 2015, scheduled principal maturities of long-term debt were as follows:

Fiscal Year		Amount
2016		$	10,000
2017			15,000
2018			69,000
			94,000
Less current portion			10,000
		$	84,000

121.	Commitments

 

The Company conducts certain of its operations in leased facilities, which include several manufacturing plants, warehouses and offices. The leases of facilities are for terms of up to 10 years, the latest of which expires in 2020.2021. Many of the leases contain renewal options for periods ranging from one to ten years and require the Company to pay real estate taxes and other operating costs. The latest land lease expiration is 2040.

 

 

These non-cancelable leases have the following payment schedule:

 

Fiscal Year		Amount				Amount
2016		$	1,910
2017			1,288
2018			1,137
2019			1,159			$	1,939
2020			1,182				1,883
2021							1,261
2022							338
2023							204
Thereafter			3,403				2,539
		$	10,079			$	8,164

 

 

Rental expenses, inclusive of real estate taxes and other costs, were $2,881, $2,765$2,362, $2,018 and $3,068$2,774 for the 2015, 20142018, 2017 and 20132016 fiscal years, respectively. In addition, the Company has commitments to purchase raw materials for $118.

 

132.	CONTINGENCIES

 

Litigation 

 

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

change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters. The Company believes that the ultimate disposition of such proceedings, lawsuits and claims will not have a material adverse effect on the liquidity, capital resources, business or consolidated results of operations or financial position of the Company.

 

Environmental Contingencies 

 

The Company and certain of its subsidiaries have been named by the Environmental Protection Agency (the "EPA") or a comparable state agency under the Comprehensive Environmental Response, Compensation and Liability Act (the "Superfund Act") or similar state law as potentially responsible parties in connection with alleged releases of hazardous substances at 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 expected to be reimbursed by insurance carriers, were approximately $23, $8$7, $0 and $56$2 in the 2015, 20142018, 2017 and 20132016 fiscal years, respectively. The Company had no recorded liabilities for environmental matters for the 20152018, 2017 and 20142016 fiscal years.

 

Such recorded liabilities do not include 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, twothree insurance carriers have been payingreimburse the Company and its subsidiaries for 100% of the legal defense and remediation costs associated with such three sites since 1985. In the 2012 fiscal year fourth quarter, one of such insurance carriers, which had been paying 45% of such legal defense and remediation costs, indicated that it no longer agreed to such percentage. As a result, the Company commenced litigation against such insurance carriers and a third insurance carrier. The three insurance carriers have filed answers to the lawsuit, and one has asserted counterclaims against the Company. The insurance carriers and the Company settled this matter in the 2015 fiscal year third quarter. Pursuant to the settlement agreement, the three insurance carriers reimbursed the Company and its subsidiaries for the legal defense and remediation costs associated with the three sites incurred by the Company and its subsidiaries since the 2012 fiscal year fourth quarter and agreed to reimburse the Company and its subsidiaries for future legal defense and remediation costs associated with the three sites. The settlement does not have a material adverse effect on the Company’s results of operations, cash flows or financial position.

 

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 including the litigation described above, will not have a material adverse effect on the liquidity, capital resources, business or consolidatedCompany’s results of operations, cash flows or financial position of the Company.position.

 

 

143.	GEOGRAPHIC REGIONS

 

The Company is a global advanced materials company which develops, manufactures, markets and sells high technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure and high-end computing markets and advanced composite materials, parts and assemblies and low volume tooling for the 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, Kansas, Arizona and California. The Company operates as a single operating segment, which is advanced materials for the electronics and aerospace 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 regionregions 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:

 

														Fiscal Year
		Fiscal Year												2018				2017				2016
		2015				2014				2013
Sales:
North America		$	75,395			$	82,187			$	80,968			$	67,321			$	60,949			$	75,215
Asia			76,000				71,854				78,559				35,802				44,613				61,264
Europe			10,691				11,723				16,889				8,073				9,047				9,376
Total sales		$	162,086			$	165,764			$	176,416			$	111,196			$	114,609			$	145,855
Long-lived assets:
North America		$	23,562			$	26,899			$	34,555			$	20,046			$	20,794			$	22,846
Asia			12,490				13,557				14,102				7,483				8,440				9,478
Europe			325				397				327				226				214				268
Total long-lived assets		$	36,377			$	40,853			$	48,984			$	27,755			$	29,448			$	32,592

14.	Customer and Supplier Concentrations

 

15.     Customer and Supplier Concentrations

Customers – Sales to TTM Technologies Inc. were 15.8%14.9%, 16.2% and 16.1%13.8% of the Company'sCompany’s total worldwide sales forin the 20142018, 2017 and 20132016 fiscal years, respectively.  Sales to Sanmina-SCI CorporationGeneral Electric Company were 10.1%11.0% of the Company'sCompany’s total worldwide sales forin the 20132018 fiscal year.

 

While no other customer accounted for 10% or more of the Company's total worldwide sales in the 2015, 20142018, 2017 or 20132016 fiscal years, the loss of a major printed circuit materials customer or of a group of customers could have a material adverse effect on the Company's business or consolidated results of operations or financial position.

 

Sources of Supply – The principal materials used in the manufacture of the Company's high-technology printed circuit materials and advanced composite materials, partsstructures and assemblies are specially manufactured copper foil, fiberglass cloth and synthetic reinforcements, and specially formulated resins and chemicals. Although there is a limited number of qualified suppliers of these materials, the Company has nevertheless identified alternate sources of supply for many of such materials. While the Company has not experienced significant problems in the delivery of these materials and considers its relationships with its suppliers to be strong, a disruption of the supply of material from a principal supplier could adversely affect the Company's business. Furthermore, substitutes for these materials are not readily available, and an inability to obtain essential materials, if prolonged, could materially adversely affect the Company’s business.

15.	INFORMATION ON BUSINESS SEGMENTS

The Company operates in two business segments: Aerospace and Electronics. As reviewed by the Company’s chief operating decision maker, the Company evaluates the performance of each segment based on operating income.  Operating income for each business segment includes corporate expenses that are directly allocable to such segment and the Company allocates depreciation and amortization directly to each segment.  Accounts receivable, inventory, property and equipment, goodwill and intangible assets are the primary assets identified by segment. The accounting policies for segment reporting are the same for the Company as a whole and transactions between the two operating segments are not material.

 

16.     ACCOUNTING PRONOUNCEMENTSAerospace - Aerospace designs, develops and manufactures advanced composite materials, primary and secondary structures and assemblies and low-volume tooling for the aerospace markets.

 

Recently AdoptedElectronics - designs, develops and manufactures high-technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure, enterprise and military/aerospace markets.

Selected Financial Data by Business Segment:

		Fiscal Year Ended
		February 25,				February 26,				February 28,
		2018				2017				2016
Net Sales:
Electronics		$	70,966			$	82,517			$	107,009
Aerospace			40,230				32,092				38,846
Total Sales			111,196				114,609				145,855
Segment Operating Income:
Electronics		$	8,171			$	14,020			$	25,573
Aerospace			10,229				6,893				7,358
Total Segment Operating Income			18,400				20,913				32,931
Corporate and Other Expenses			(7,113	)			(7,301	)			(7,832	)
Depreciation - Electronics			(1,091	)			(1,413	)			(1,635	)
Depreciation - Aerospace			(1,764	)			(1,751	)			(1,745	)
Depreciation - Other			(104	)			(146	)			(178	)
Non-recurring Costs - Electronics			(4,781	)			-				-
Non-recurring Costs - Other			(2,967	)			(313	)			(827	)
Net Interest Income (Expense)			550				272				(216	)
			(17,270	)			(10,652	)			(12,433	)
Income Before Income Taxes		$	1,130			$	10,261			$	20,498

 

In March 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which states that when a parent sells an investment in a foreign entity and ceases to have a controlling interest in that foreign entity, or when a foreign subsidiary disposes of substantially all of its assets, or when a parent acquires control of a foreign entity in which the parent held an equity interest before the acquisition date, the cumulative translation adjustment should be released into net income. The Company adopted this guidance effective March 3, 2014, the first day of the Company’s 2015 fiscal year, and the adoption of this guidance did not impact the Company’s results of operations, cash flows or financial condition.

(Amounts in thousands)		Fiscal Year Ended
		February 25, 2018				February 26, 2017
Total Assets
Electronics		$	28,062			$	29,561
Aerospace			29,828				27,988
Corporate			111,133				251,029
Total Assets		$	169,023			$	308,578

16.	ACCOUNTING PRONOUNCEMENTS

 

Recently Issued

In May 2014,November 2016, the FASB issued authoritative guidance onASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, to reduce the recognitiondiversity that exists in the classification and presentation of revenue from customers. This guidance clarifies when an entity will recognize revenue when it transfers promised goods or services to customerschanges in an amount that reflects what it expectsrestricted cash in exchange for the goods or services. This guidance also requires more detailed disclosures to enable usersstatement of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.flows.  The currentnew standard is effective date of this guidance is for fiscal years (and interim reporting periods within fiscal years) beginning after December 15, 2016.2017 and the interim periods within those fiscal years.  The Company has concluded that this guidance will not have a significant impact on its consolidated cash flows and disclosures.

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 has concluded that this guidance will not have a significant impact on its consolidated cash flows and disclosures..

In February 2016, the FASB issued ASU No. 2016-02, Leases (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. 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 willmay have on its consolidated results of operations, cash flows, financial position and disclosures and is currently unable to estimate the impact of this guidance.

In April 2015, the FASB issued authoritative guidance on the presentation of debt issuance costs. This guidance is intended to simplify the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for fiscal years (and interim reporting periods within fiscal years) beginning after December 15, 2015. The Company does not expect this guidance to have a material impact on its consolidated results of operations, cash flows, financial position and disclosures.

 

17.     SUBSEQUENT EVENTIn January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, intended to improve the recognition and measurement of financial instruments, effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  The Company has concluded that this guidance will not have a significant impact on its consolidated cash flows and disclosures.

 

PursuantIn May 2014, the FASB issued 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 share purchase authorization announced on January 8,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 purchased an aggregatehas concluded that this new guidance will not have a significant impact on its consolidated results of 444,834 shares during the period March 9, 2015 through April 24, 2015 at an average price paid per share of $21.32operations, cash flows, financial position and a total cost of $9,493, leaving an aggregate total of 686,410 shares available to be purchased by the Company pursuant to the aforementioned share purchase authorization. All of such 444,834 shares were purchased by the Company pursuant to a Rule 10b5-1 Stock Purchase Plan established by the Company on February 13, 2015 and terminated by the Company on April 24, 2015. Additional purchases by the Company pursuant to the aforementioned share purchase authorization may occur from time to time in the future. As previously announced by the Company, shares purchased by the Company will be retained as treasury stock and will be available for use under the Company’s stock option plan and for other corporate purposes.disclosures.

 

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

Selected Quarterly Financial Data (Unaudited)

(Amounts in thousands, except per share amounts)

 

		Quarter
		First				Second				Third				Fourth
Fiscal 2015:
Net sales		$	48,817			$	42,349			$	34,679			$	36,241
Gross profit			16,929				12,171				8,598				11,255
Net earnings			8,216				4,955				2,031				4,841
Basic net earnings per share		$	0.39			$	0.24			$	0.10			$	0.23
Diluted net earnings per share		$	0.39			$	0.24			$	0.10			$	0.23
Weighted average common sharesoutstanding:
Basic			20,880				20,925				20,947				20,896
Diluted			20,988				21,029				20,989				20,937

Fiscal 2014:
Net sales		$	43,438			$	44,497			$	39,678			$	38,151
Gross profit			12,991				13,621				11,038				10,450
Net earnings (loss)			4,929				8,045				4,721				(60,024	)
Basic net earnings (loss) per share		$	0.24			$	0.39			$	0.23			$	(2.88	)
Diluted net earnings (loss) per share		$	0.24			$	0.39			$	0.23			$	(2.88	)
Weighted average common sharesoutstanding:
Basic			20,828				20,836				20,857				20,873
Diluted			20,844				20,852				20,917				20,873

		Quarter
		First				Second				Third				Fourth
Fiscal 2018:
Net sales		$	27,417			$	29,836			$	26,139			$	27,804
Gross profit			6,322				7,177				6,070				6,890
Net earnings			1,394				520				716				17,965
Basic net earnings per share		$	0.07			$	0.03			$	0.04			$	0.89
Diluted net earnings per share		$	0.07			$	0.03			$	0.04			$	0.88
Weighted average common shares outstanding:
Basic			20,235				20,236				20,237				20,238
Diluted			20,244				20,250				20,261				20,311
Fiscal 2017:
Net sales		$	31,490			$	29,058			$	26,462			$	27,599
Gross profit			8,787				7,234				6,634				7,386
Net earnings			2,950				1,981				1,875				2,477
Basic net earnings per share		$	0.15			$	0.10			$	0.09			$	0.12
Diluted net earnings per share		$	0.15			$	0.10			$	0.09			$	0.12
Weighted average common shares outstanding:
Basic			20,235				20,235				20,235				20,235
Diluted			20,235				20,235				20,235				20,253

 

Earnings (loss) per share are computed separately for each quarter. Therefore, the sum of such quarterly per share amounts may differ from the total for each year.

During the fourth quarter of the 2015 fiscal year, the Company’s Board of Directors approved a reduction of $1.50 per share in the exercise price of all outstanding stock options as a result of the special cash dividend of $1.50 per share paid by the Company in February 2015. The reduction in the exercise price was treated as a modification of the stock options for accounting purposes. The modification, based on the fair value of the options both immediately before and after the modification, resulted in a total incremental compensation expense of $205 during the fourth quarter of the 2015 fiscal year, which was recorded in selling, general and administrative expenses.

During the fourth quarter of the 2014 fiscal year, the Company provided for U.S. deferred income taxes in the amount of $63,958 on the undistributed earnings of the Company’s subsidiary in Singapore. See Note 4 of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.

During the fourth quarter of the 2014 fiscal year, the Company’s Board of Directors approved a reduction of $2.50 per share in the exercise price of all outstanding stock options as a result of the special cash dividend of $2.50 per share paid by the Company in February 2014. The reduction in the exercise price was treated as a modification of the stock options for accounting purposes. The modification, based on the fair value of the options both immediately before and after the modification, resulted in a total incremental compensation expense of $731 during the fourth quarter of the 2014 fiscal year, which was recorded in selling, general and administrative expenses.

 

 

ITEM 9.               CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

Not applicable.None.

 

ITEM 9A.            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 March 1, 2015,February 25, 2018, the end of the fiscal year covered by this annual report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such fiscal year, 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 are 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)     Management’s Annual Report on Internal Control Over Financial Reporting.

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 1, 2015.February 25, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control–Integrated Framework (2013). Based on management’s assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of March 1, 2015.February 25, 2018.

 

The independent registered public accounting firm that audited the Company’s 20152018 fiscal year consolidated financial statements included in this Annual Report on Form 10-K has issued an attestationaudit report on the Company’s internal control over financial reporting as of March 1, 2015.February 25, 2018. That report appears in Item 9A(c) below.

 

(c)     Attestation Report of the Independent Registered Public Accounting Firm.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors and Shareholders

of
Park Electrochemical Corp.

 

Opinion on Internal Control over Financial Reporting

We have audited Park Electrochemical Corp. and subsidiaries’ (the “Company”) internal control over financial reporting as of March 1, 2015,February 25, 2018, based on criteria established inInternal Control - IntegratedControl-Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”). Park Electrochemical Corp.’sIn our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 25, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), the consolidated balance sheets and the related statements of operations, comprehensive earnings, stockholders’ equity, and cash flows of the Company, and the related notes and financial statement schedule listed in the index at item 15, and our report dated May 11, 2018, expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Park’sthe Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk andrisk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America,accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, Park Electrochemical Corp. has maintained, in all material respects, effective internal control over financial reporting as of March 1, 2015, based on the criteria established inInternal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule of Park Electrochemical Corp. and subsidiaries as of March 1, 2015 and for the year then ended and our report dated May 15, 2015, expressed an unqualified opinion thereon.

/s/ CohnReznick LLP

Jericho, New York

May 15, 2015

11, 2018

 

 

(d)     Changes in Internal Control Over Financial Reporting.

 

Due to changing economic characteristics of the electronics and aerospace product lines, as well as how the Company’s chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, reviewed and managed the Company’s business in the fourth quarter of the 2018 fiscal year, the Company has divided its product lines into two reportable business segments: Aerospace and Electronics.  Information on revenue and operating income for each business segment included corporate expenses that are directly allocable to such segment, and the Company allocates depreciation and amortization directly to each segment.

There has not been any other 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 fourth fiscal quarter of the fiscal year to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION.

OTHER INFORMATION.

 

None.

 

PART III

ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The information called for by this item (except for information as to the Company's executive officers, which information appears elsewhere in this Report) is incorporated by reference to the Company's definitive proxy statement for the 20152018 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.

ITEM 11.     EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION.

 

The information called for by this Item is incorporated by reference to the Company's definitive proxy statement for the 20152018 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.

 

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENTAND RELATED STOCKHOLDER MATTERS.

 

The information called for by this Item is incorporated by reference to the Company's definitive proxy statement for the 20152018 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.

 

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTORINDEPENDENCE.

 

The information called for by this Item is incorporated by reference to the Company's definitive proxy statement for the 20152018 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

This information called for by this Item is incorporated by reference to the Company's definitive proxy statement for the 20152018 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.

 

 

PART IV

 

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
		Page
	(a) Documents filed as a part of this ReportReport:
	(1)  Financial Statements:
	The following Consolidated Financial Statements of the Company are included in Part II, Item 8:
	ReportsReport of Independent Registered Public Accounting FirmsFirm	4145
	Balance Sheets	4346
	Statements of Operations	4447
	Statements of Comprehensive Earnings (Loss)	4548
	Statements of Shareholders' Equity	4649
	Statements of Cash Flows	4750
	Notes to Consolidated Financial Statements (1-17)(1-16)	4851
	(2)  Financial Statement Schedules:Schedule:
	The following additional information should be read in conjunction with the Consolidated Financial Statements of the Registrant described in Item 15(a)(1) above:
	Schedule II – Valuation and Qualifying Accounts	7581
	All other schedules have been omitted because they are not applicable or not required, or the information is included elsewhere in the financial statements or notes thereto.
	(3)   Exhibits:
	The information required by this Item relating to Exhibits to this Report is included in the Exhibit Index beginning on page 7682 hereof.

 

 

SIGNATURES

 

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Date: May 15, 2015              PARK ELECTROCHEMICAL CORP.

                                             By: /s/ Brian E. Shore_______________

                                                  Brian E. Shore,

Date: May 11, 2018	PARK ELECTROCHEMICAL CORP.
	By: /s/ Brian E. Shore
	Brian E. Shore,
	Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature	Title	Date
/s/s/ Brian E. Shore____Shore Brian E. Shore	Chairman of the Board, Chief Executive Officer and Director (principal executive officer)	May 15, 2015
/s/ P. Matthew Farabaugh P. Matthew Farabaugh	Vice President and Chief Financial Officer (principal financial officer)	May 15, 2015
/s/ Robert Yaniro_______ Robert Yaniro	Vice President and Corporate Controller (principal accounting officer)	May 15, 201511, 2018
/s/s/ Dale Blanchfield___ P. Matthew Farabaugh Dale BlanchfieldP. Matthew Farabaugh	DirectorSenior Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)	May 15, 201511, 2018
/s/ Dale Blanchfield Dale Blanchfield	Director	May 11, 2018
/s/ Emily J. Groehl___Groehl Emily J. Groehl	Director	May 15, 201511, 2018
/s/ Peter Maurer_ _Carl W. Smith Peter MaurerCarl W. Smith	Director	May 15, 2015
/s/ Steven T. Warshaw_Warshaw Steven T. Warshaw	Director Director	May 15, 201511, 2018 May 11, 2018

 

 

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

 

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

						Column C
Column A		Column B				Additions								Column D				Column E
Description		Balance at Beginning of Period				Costs and Expenses				Other				Reductions				Balance at End of Period
DEFERRED INCOME TAX ASSET VALUATION ALLOWANCE:
52 weeks ended March 1, 2015		$	11,941,000			$	123,000			$	-			$	(177,000	)		$	11,887,000
52 weeks ended March 2, 2014		$	12,465,000			$	330,000			$	-			$	(854,000	)		$	11,941,000
53 weeks ended March 3, 2013		$	11,661,000			$	804,000			$	-			$	-			$	12,465,000

										Column D
Column A		Column B				Column C				Other								Column E
Description		Balance at Beginning of Period				Charged to Cost and Expenses				Accounts Written Off (A)				Translation Adjustment				Balance at End of Period
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
52 weeks ended March 1, 2015		$	416,000			$	(5,000	)		$	(15,000	)		$	-			$	396,000
52 weeks ended March 2, 2014		$	423,000			$	(7,000	)		$	-			$	-			$	416,000
53 weeks ended March 3, 2013		$	598,000			$	(135,000	)		$	(40,000	)		$	-			$	423,000

(A) Uncollectible amounts, net of recoveries

 

						Column C
Column A		Column B				Additions								Column D				Column E
Description		Balance at Beginning of Period				Costs and Expenses				Other				Reductions				Balance at End of Period
DEFERRED INCOME TAX ASSET VALUATION ALLOWANCE:
52 weeks ended February 25, 2018		$	10,571,000			$	31,000			$	-			$	-			$	10,602,000
52 weeks ended February 26, 2017		$	11,115,000			$	-			$	-			$	(544,000	)		$	10,571,000
52 weeks ended February 28, 2016		$	11,887,000			$	29,100			$	-			$	(801,100	)		$	11,115,000

 

										Column D
Column A		Column B				Column C				Other								Column E
Description		Balance at Beginning of Period				Charged to Cost and Expenses				Accounts Written Off (A)				Translation Adjustment				Balance at End of Period
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
52 weeks ended February 25, 2018		$	294,000			$	(8,000	)		$	(27,000	)		$	-			$	259,000
52 weeks ended February 26, 2017		$	324,000			$	(27,000	)		$	(3,000	)		$	-			$	294,000
52 weeks ended February 28, 2016		$	396,000			$	(2,000	)		$	(70,000	)		$	-			$	324,000
(A) Uncollectible amounts, net of recoveries

81

---

EXHIBIT INDEX

Exhibit Exhibit Numbers	Description
3.1	Restated Certificate of Incorporation, dated March 28, 1989, filed with the Secretary of State of the State of New York on April 10, 1989, as amended by Certificate of Amendment of the Certificate of Incorporation, increasing the number of authorized shares of Common stock from 15,000,000 to 30,000,000 shares, dated July 12, 1995, filed with the Secretary of State of the State of New York on July 17, 1995, and by Certificate of Amendment of the Certificate of Incorporation, amending certain provisions relating to the rights, preferences and limitations of the shares of a series of Preferred Stock, dated August 7, 1995, filed with the Secretary of State of the State of New York on August 16, 1995 (Reference is made to Exhibit 3.01 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.)
3.2	Certificate of Amendment of the Certificate of Incorporation, increasing the number of authorized shares of Common Stock from 30,000,000 to 60,000,000 shares, dated October 10, 2000, filed with the Secretary of State of the State of New York on October 11, 2000 (Reference is made to Exhibit 3.02 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 2, 2003, Commission File No. 1-4415, which is incorporated herein by reference.)
3.3	CertificateBy-Laws, amended and restated as of Amendment of the Certificate of Incorporation, canceling Series A Preferred Stock of the Company and authorizing a new Series B Junior Participating Preferred Stock of the Company, dated July 21, 2005, filed with the Secretary of the State of New York on July 21, 2005October 18, 2016 (Reference is made to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on July 21, 2005,dated October 18, 2016, Commission File No. 1-4415, which is incorporated herein by reference.)
3.4	By-Laws, as amended July 22, 2014
4.1	Rights Agreement, dated as of July 20, 2005, between the Company and Registrar and Transfer Company, as Rights Agent, relating to the Company’s Preferred Stock Purchase Rights. (Reference is made to Exhibit 1 to Form 8-A filed on July 21, 2005, Commission File No. 1-4415, which is incorporated herein by reference.)
10.1	Lease dated December 12, 1989 between Nelco Products, Inc. and James Emmi regarding real property located at 1100 East Kimberly Avenue, Anaheim, California and letter dated December 29, 1994 from Nelco Products, Inc. to James Emmi exercising its option to extend such Lease (Reference is made to Exhibit 10.01 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.)	reference)

Exhibit Numbers	Description
10.2	Lease dated December 12, 1989 between Nelco Products, Inc. and James Emmi regarding real property located at 1107 East Kimberly Avenue, Anaheim, California and letter dated December 29, 1994 from Nelco Products, Inc. to James Emmi exercising its option to extend such Lease (Reference is made to Exhibit 10.02 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.)
10.2(a)	Addendum dated June 12, 2000 to Lease dated December 12, 1989 between Nelco Products, Inc. and James Emmi regarding real property located at 1100 East Kimberly Avenue, Anaheim, California (see Exhibits 10.1 and 10.2 hereto) (Reference is made to Exhibit 10.2(a) of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2017, Commission File No. 1-4415, which is incorporated herein by reference.)

Exhibit Numbers	Description
10.2(b)	Letter dated December 30, 2009 from Nelco Products, Inc. to James Emmi of Kimberly Development Co. exercising options to extend two Leases dated December 12, 1989 between Nelco Products, Inc. and James Emmi regarding real properties located at 1100 and 1107 East Kimberly Avenue, Anaheim, California (see Exhibits 10.1 and 10.2 hereto) (Reference is made to Exhibit 10.2(b) of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2017, Commission File No. 1-4415, which is incorporated herein by reference.)
10.2(c)	Letter dated July 14, 2010 from Kimberly Development Corp. to Nelco Products, Inc. granting two additional options to extend two Leases dated December 12, 1989 between Nelco Products, Inc. and James Emmi regarding real properties located at 1100 and 1107 East Kimberly Avenue, Anaheim, California (see Exhibits 10.1 and 10.2 hereto) (Reference is made to Exhibit 10.2(c) of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2017, Commission File No. 1-4415, which is incorporated herein by reference.
10.2(d)	Letter dated February 10, 2015 from Nelco Products, Inc. to James Emmi of Kimberly Development Co. exercising options to extend two Leases dated December 12, 1989 between Nelco Products, Inc. and James Emmi regarding real properties located at 1100 and 1107 East Kimberly Avenue, Anaheim, California (see Exhibits 10.1 and 10.2 hereto) (Reference is made to Exhibit 10.2(d) of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2017, Commission File No. 1-4415, which is incorporated herein by reference.)
10.3	Lease Agreement dated August 16, 1983 and Exhibit C, First Addendum to Lease,2003, between Nelco Products, Inc. and TCLW/Fullerton regarding real property located at 1411 E. Orangethorpe Avenue, Fullerton, California (Reference is made to Exhibit 10.0310.3 of the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended March 3, 2002,February 26, 2017, Commission File No. 1-4415, which is incorporated herein by reference.)	reference)
10.3(a)	SecondStandard Lease Addendum to Lease dated January 26, 1987 to Lease Agreement dated August 16, 1983 (see Exhibit 10.3 hereto)April 22, 2015 between Nelco Products, Inc. and TCLW/Fullerton regarding real property located at 1421 E. Orangethorpe Avenue, Fullerton, California (Reference is made to Exhibit 10.03(a)granting extension of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.)
10.3(b)	Third Addendum to Lease dated January 7, 1991 and Fourth Addendum to Lease dated January 7, 1991 to Lease Agreement dated August 16, 19832003 (see Exhibit 10.3 hereto) between Nelco Products, Inc. and TCLW/Fullerton regarding real property located at 1411, 1421 and 1431 E. Orangethorpe Avenue, Fullerton, California. (Reference is made to Exhibit 10.03(b) of the Company's Annual Report on Form 10-K for the fiscal year ended March 2, 1997, Commission File No. 1-4415, which is incorporated herein by reference.)
10.3(c)	Fifth Addendum to Lease dated July 5, 1995 to Lease dated August 16, 1983 (see Exhibit 10.03 hereto) between Nelco Products, Inc. and TCLW/Fullerton regarding real property located at 1411 E. Orangethorpe Avenue, Fullerton, California (Reference is made to Exhibit 10.3(c)10.3(a) of the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended March 3, 2002,February 26, 2017, Commission File No. 1-4415, which is incorporated herein by reference.)reference)

Exhibit Numbers	Description
10.3(b)	First Amendment to Lease dated May 5, 2015 to Lease Agreement dated August 16, 2003 (see Exhibit 10.3 hereto) between Nelco Products, Inc. and TCLW/Fullerton regarding real property located at 1411 E. Orangethorpe Avenue, Fullerton, California (Reference is made to Exhibit 10.3(b) of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2017, Commission File No. 1-4415, which is incorporated herein by reference)
10.4	Lease Agreement dated May 26, 1982 between Nelco Products Pte. Ltd. (lease was originally entered into by Kiln Technique (Private) Limited, which subsequently assigned this lease to Nelco Products Pte. Ltd.) and the Jurong Town Corporation regarding real property located at 4 Gul Crescent, Jurong, Singapore (Reference is made to Exhibit 10.04 of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.)

Exhibit Numbers	Description
10.4(a)	Deed of Assignment, dated April 17, 1986 between Nelco Products Pte. Ltd., Kiln Technique (Private) Limited and Paul Ma, Richard Law, and Michael Ng, all of Peat Marwick & Co., of the Lease Agreement dated May 26, 1982 (see Exhibit 10.4 hereto) between Kiln Technique (Private) Limited and the Jurong Town Corporation regarding real property located at 4 Gul Crescent, Jurong, Singapore (Reference is made to Exhibit 10.04(a) of the Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2002, Commission File No. 1-4415, which is incorporated herein by reference.)
10.4(b)	Offer of Further Term of Lease dated March 23, 2011 between Nelco Products Pte. Ltd. and the Jurong Town Corporation and amendment dated March 24, 2011 offering extension of the Lease dated May 26, 1982 between Nelco Products Pte. Ltd. (lease was originally entered into by Kiln Tech-nique (Private) Limited, which subsequently assigned this lease to Nelco Products Pte. Ltd.) and the Jurong Town Corporation (see Exhibit 10.4 hereto) regarding real property located at 4 Gul Crescent, Jurong, Singapore (Reference is made to Exhibit 10.4(b) of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2017, Commission File No. 1-4415, which is incorporated herein by reference)

Exhibit Numbers	Description
10.5	Lease dated December 12, 1990 between Neltec, Inc. and NZ Properties, Inc. regarding real property located at 1420 W. 12th Place, Tempe, Arizona. (Reference is made to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the fiscal year ended March 2, 1997, Commission File No. 1-4415, which is incorporated herein by reference.)
10.5(a)	Letter dated January 8, 1996 from Neltec, Inc. to NZ Properties, Inc. exercising its option to extend the Lease dated December 12, 1990 (see Exhibit 10.710.5 hereto) between Neltec, Inc. and NZ Properties, Inc. regarding real property located at 1420 W. 12th Place, Tempe, Arizona. (Reference is made to Exhibit 10.13(a) of the Company's Annual Report on Form 10-K for the fiscal year ended March 2, 1997, Commission File No. 1-4415, which is incorporated herein by reference.)
10.5(b)	Letter dated January 25, 2001 from Neltec, Inc. to NZ Properties, Inc. exercising its option to extend the Lease dated December 12, 1990 (see Exhibit 10.710.5 hereto) between Neltec, Inc. and NZ Properties, Inc. regarding real estate property located at 1420 W. 12th Place, Tempe, Arizona (Reference is made to Exhibit 10.7(b) of the Company’s Annual Report on Form l0-K for the fiscal year ended February 26, 2006, Commission File No. 1-4415, which is incorporated herein by reference.)
10.5(c)	Letter dated February 14, 2006 from Neltec, Inc. to REB Ltd. Properties, Inc. exercising its option to extend the Lease dated December 12, 1990 (see Exhibit 10.710.5 hereto) between Neltec, Inc. and NZ Properties, Inc. regarding real property located at 1420 W. 12th Place, Tempe, Arizona (Reference is made to Exhibit 10.7(c) of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2006, Commission File No. 1-4415, which is incorporated herein by reference.)
10.5(d)	Addendum to Lease, dated February 28, 2011 between Neltec, Inc. and NZ Properties, Inc. granting a five year extension and options for an additional three five year extensions of the Lease dated December 12, 1990 (see Exhibit 10.5 hereto) between Neltec, Inc. and NZ Properties, Inc. regarding real property located at 1420 W. 12th Place, Tempe, Arizona (Reference is made to Exhibit 10.5(d) of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2017, Commission File No. 1-4415, which is incorporated herein by reference.)
10.6	Airport Ground Lease Agreement, dated October 15, 2007 between Park Aerospace Materials, Corp. and The Board of Commissioners of Harvey County, Kansas and the City of Newton, Kansas regarding real property located at the Newton City/County Airport (Reference is made to Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2017, Commission File No. 1-4415, which is incorporated herein by reference)

Exhibit Numbers	Description
10.7	2002 Stock Option Plan of the Company (Reference is made to Exhibit 10.01 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 1, 2002, Commission File No. 1-4415, which is incorporated herein by reference. This exhibit is a management contract or compensatory plan or arrangement.)

Exhibit Numbers	Description
10.710.8	Forms of Incentive Stock Option Contract for employees, Non-Qualified Stock Option Contract for employees and Non-Qualified Stock Option Contract for directors under the 2002 Stock Option Plan of the Company (Reference is made to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 27, 2005, Commission File No.1-4415, which is incorporated herein by reference.)
10.8	Amended and Restated Credit Agreement by and among Park Electrochemical Corp., as Borrower, the Guarantors party thereto, and PNC Bank, National Association, as Lender, dated as of February 12, 2014 (Reference is made to Exhibit 10.8 of the Company's Annual Report on Form 10-K for the fiscal year ended March 2, 2014, Commission File No. 1-4415, which is incorporated herein by reference.)
14.1	Code of Ethics for Chief Executive Officer and Senior Financial Officers adopted on May 6, 2004 (Reference is made to Exhibit 14.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2004, Commission File No. 1-4415, which is incorporated herein by reference.)
21.1	Subsidiaries of the Company
23.1	Consent of Independent Registered Public Accounting Firm (CohnReznick LLP
23.2	Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP)
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)

Exhibit Numbers	Description
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 Annual Report on Form 10-K for the year ended March 1, 2015,February 25, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at March 1, 2015February 25, 2018 and March 2, 2014,February 26, 2017, (ii) Consolidated Statements of Operations for the years ended March 1, 2015, March 2, 2014February 25, 2018, February 26, 2017 and March 3, 2013February 28, 2016 (iii) Consolidated Statements of Comprehensive Earnings (Loss) for the years ended March 1, 2015, March 2, 2014February 25, 2018, February 26, 2017 and March 3, 2013,February 28, 2016 (iv) Consolidated Statements of Shareholders’ Equity for the years ended March 1, 2015, March 2, 2014February 25, 2018, February 26, 2017 and March 3, 2013,February 28, 2016 and (iv) Consolidated Statements of Cash Flows for the years ended March 1, 2015, March 2, 2014February 25, 2018, February 26, 2017 and March 3, 2013 *+February 28, 2016 .*+
	*     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.

 

*     Filed electronically herewith.87

+ 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.

79