General:

Park Aerospace Corp. ("Park" or the "Company") develops and manufactures
solution and hot-melt advanced composite materials used to produce composite
structures for the global aerospace markets. These materials include lightning
strike protection materials. Park offers an array of composite materials
specifically designed for hand lay-up or automated fiber placement ("AFP")
manufacturing applications. Park's advanced composite materials are used to
produce primary and secondary structures for jet engines, large and regional
transport aircraft, military aircraft, Unmanned Aerial Vehicles (UAVs commonly
referred to as "drones"), business jets, general aviation aircraft and rotary
wing aircraft. Park also offers specialty ablative materials for rocket motors
and nozzles and specially designed materials for radome applications. As a
complement to Park's advanced composite materials offering, Park designs and
fabricates composite parts, structures and assemblies and low volume tooling for
the aerospace industry. Target markets for Park's composite parts and structures
(which include Park's proprietary composite SigmaStrutTM and AlphaStrutTM
product lines) are, among others, prototype and development aircraft, special
mission aircraft, spares for legacy military and civilian aircraft and exotic
spacecraft.



Financial Overview



The Company's total net sales from continuing operations in the 13 weeks and 39
weeks ended November 29, 2020 were $10.4 million and $31.8 million,
respectively, compared to $15.8 million and $44.5 million, respectively, in the
13 weeks and 39 weeks ended December 1, 2019.



The Company's gross profit margins from continuing operations, measured as
percentages of sales, were 24.6% and 27.8%, respectively, in the 13 weeks and 39
weeks ended November 29, 2020 compared to 31.7% and 30.6%, respectively, in the
13 weeks and 39 weeks ended December 1, 2019.



The Company's earnings from continuing operations before income taxes and net
earnings from continuing operations decreased 63.7% and 63.0%, respectively, in
the 13 weeks ended November 29, 2020 compared to the 13 weeks ended December 1,
2019 primarily as a result of lower sales and lower interest income, partially
offset by lower selling, general and administrative expenses and a lower tax
provision compared to last year's comparable period.



The Company's earnings from continuing operations before income taxes and net
earnings from continuing operations decreased 45.4% and 45.1%, respectively, in
the 39 weeks ended November 29, 2020 compared to the 39 weeks ended December 1,
2019 primarily as a result of lower sales and lower interest income, partially
offset by lower selling, general and administrative expenses and a lower tax
provision compared to last year's comparable period.



The Company has a long-term contract pursuant to which one of its customers,
which represents a substantial portion of the Company's revenue, places orders.
The long-term contract with the customer is requirements based and does not
guarantee quantities. An order forecast and pricing were agreed upon in the
contract. However, this order forecast is updated periodically during the term
of the contract. Purchase orders generally are received by the Company in excess
of three months in advance of delivery by the Company to the customer.



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In December 2019, a novel strain of coronavirus was reported in Wuhan, China and
has since spread worldwide, including to the United States, posing public health
risks that have reached pandemic proportions (the "COVID-19 Pandemic").



The COVID-19 Pandemic and resultant global economic crisis had significant
impacts on the Company's results of operations and cash flow for the quarter
ended November 29, 2020. The COVID-19 Pandemic and crisis had significant
impacts on the markets the Company sells into, particularly the commercial and
business aircraft markets. As a result, the Company has experienced a
significant reduction in sales and backlog.



Even after the COVID-19 Pandemic has subsided, the Company may continue to experience adverse impacts to its business as a result of the potential continuing impact of the economic crisis on the markets the Company serves.





Results of Operations:



The following table sets forth the components of the Consolidated Statements of
Operations:





                           13 Weeks Ended                                       39 Weeks Ended
  (amounts in
  thousands,
  except per       November 29,       December 1,          %            November 29,       December 1,          %
share amounts)         2020              2019            Change             2020              2019            Change

Net sales         $       10,372     $      15,847            (35 )%   $       31,835     $      44,520            (28 )%
Cost of sales              7,819            10,825            (28 )%           22,970            30,881            (26 )%
Gross profit               2,553             5,022            (49 )%            8,865            13,639            (35 )%
Selling,
general and
administrative
expenses                   1,536             1,949            (21 )%            4,718             5,785            (18 )%
Earnings from
continuing
operations                 1,017             3,073            (67 )%            4,147             7,854            (47 )%
Interest and
other income                 389               802            (51 )%            1,570             2,613            (40 )%
Earnings from
continuing
operations
before income
taxes                      1,406             3,875            (64 )%            5,717            10,467            (45 )%
Income tax
provision                    369             1,069            (65 )%            1,557             2,895            (46 )%
Net earnings
from continuing
operations                 1,037             2,806            (63 )%            4,160             7,572            (45 )%
Loss from
discontinued
operations, net
of tax                      (116 )            (360 )          (68 )%             (328 )            (404 )          (19 )%
Net earnings      $          921     $       2,446            (62 )%   $        3,832     $       7,168            (47 )%

Earnings (loss)
per share:
Basic:
Continuing
operations        $         0.05     $        0.14            (64 )%   $         0.20     $        0.37            (46 )%
Discontinued
operations                     -             (0.02 )         (100 )%            (0.01 )           (0.02 )          (50 )%
Basic earnings
per share         $         0.05     $        0.12            (58 )%   $         0.19     $        0.35            (46 )%

Diluted:
Continuing
operations        $         0.05     $        0.14            (64 )%   $         0.20     $        0.37            (46 )%
Discontinued
operations                     -             (0.02 )         (100 )%            (0.01 )           (0.02 )          (50 )%
Diluted
earnings per
share             $         0.05     $        0.12            (58 )%   $         0.19     $        0.35            (46 )%




Net Sales



The Company's total net sales from continuing operations worldwide in the 13
weeks and 39 weeks ended November 29, 2020 decreased to $10.4 million and $31.8
million, respectively, from $15.8 million and $44.5 million, respectively, in
the 13 weeks and 39 weeks ended December 1, 2019. The decrease in sales was
principally due to the lower sales to customers servicing the commercial and
business aircraft markets.



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The sharp decrease in air travel due to the COVID-19 Pandemic has significantly
impacted both the commercial airline manufacturers and business aircraft
manufacturers. As a result, the Company's customers are experiencing order
delays and cancellations from their commercial airline and business aircraft
customers. Consequently, the programs the Company's materials feed into have
experienced reduced manufacturing rates and the Company has also experienced
order push-outs and cancellations.



Gross Profit



The Company's gross profit from continuing operations in the 13 weeks ended
November 29, 2020 was lower than its gross profit from continuing operations in
the prior year's comparable period. The Company's gross profit from continuing
operations as a percentage of sales for the Company's worldwide operations in
the 13 weeks ended November 29, 2020 decreased to 24.6% from 31.7% in the 13
weeks ended December 1, 2019. The lower gross profit margin from continuing
operations for the 13 weeks ended November 29, 2020 compared to the 13 weeks
ended December 1, 2019 was principally a result of lower sales, an unfavorable
sales mix and the partially fixed nature of overhead expenses in the 13 weeks
ended November 29, 2020 compared to the 13 weeks ended December 1, 2019.



The Company's gross profit from continuing operations in the 39 weeks ended
November 29, 2020 was lower than its gross profit from continuing operations in
the prior year's comparable period, and gross profit from continuing operations
as a percentage of sales of the Company's worldwide operations in the 39 weeks
ended November 29, 2020 decreased to 27.8% from 30.6%, in the 39 weeks ended
December 1, 2019. The lower gross profit margin from continuing operations for
the 39 weeks ended November 29, 2020 compared to the 39 weeks ended December 1,
2019 was principally a result of lower sales, and the partially fixed nature of
overhead expenses in the 39 weeks ended November 29, 2020 compared to the 39
weeks ended December 1, 2019, partially offset by decreased direct labor and
supplies expenses.


Selling, General and Administrative Expenses





Selling, general and administrative expenses from continuing operations
decreased by $413,000 and $1.1 million, respectively, during the 13 weeks and 39
weeks ended November 29, 2020, or by 21.2% and 18.4%, respectively, compared to
last fiscal year's comparable periods, and these expenses, measured as a
percentage of sales from continuing operations, were 14.8% in both the 13 weeks
and 39 weeks ended November 29, 2020 compared to 12.3% and 13.0%, respectively,
in the 13 weeks and 39 weeks ended December 1, 2019. The decreases in such
expenses during the 13 weeks and 39 weeks ended November 29, 2020 were primarily
the result of lower payroll, travel and entertainment, tradeshow and stock
option expenses.



Selling, general and administrative expenses from continuing operations included
stock option expenses of $49,000 and $142,000, respectively, for the 13 weeks
and 39 weeks ended November 29, 2020 compared to stock option expenses of
$139,000 and $404,000, respectively, for the 13 weeks and 39 weeks ended
December 1, 2019.



Earnings from Continuing Operations





For the reasons set forth above, the Company's earnings from continuing
operations were $1.0 million and $4.1 million, respectively, for the 13 weeks
and 39 weeks ended November 29, 2020 compared to $3.1 million and $7.9 million,
respectively, for the 13 weeks and 39 weeks ended December 1, 2019.



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 Interest and Other Income



Interest and other income from continuing operations was $389,000 and $1.6
million, respectively, for the 13 weeks and 39 weeks ended November 29, 2020
compared to $802,000 and $2.6 million, respectively, for last fiscal year's
comparable periods. Interest income decreased 51.5% and 39.9%, respectively, for
the 13 weeks and 39 weeks ended November 29, 2020 primarily as a result of lower
average balances of marketable securities held by the Company in the 13 weeks
and 39 weeks ended November 29, 2020 compared to last fiscal year's comparable
periods, and lower weighted average interest rates. During the 13 weeks and 39
weeks ended November 29, 2020, the Company earned interest income principally
from its investments, which consisted primarily of short-term instruments and
money market funds.



Income Tax Provision



For the 13 weeks and 39 weeks ended November 29, 2020, the Company recorded
income tax provisions from continuing operations of $369,000 and $1.6 million,
respectively, which included a discrete income tax provision of $126,000
pertaining to the accrual of interest related to unrecognized tax benefits. For
the 13 weeks and 39 weeks ended December 1, 2019, the Company recorded income
tax provisions from continuing operations of $1.1 million and $2.9 million,
respectively, which included a discrete income tax provision of $223,000
pertaining to expired stock options of former employees who transferred to AGC
Inc. in the sale of the Company's Electronics Business.



The Company's effective tax rates for the 13 weeks and 39 weeks ended November
29, 2020 were 26.3% and 27.2%, respectively, compared to 27.6% and 27.7%,
respectively, in the comparable prior year periods. The effective tax rates for
the 13 weeks and 39 weeks ended November 29, 2020 were higher than the U.S.
statutory rate of 21% primarily due to state and local taxes and the accrual of
interest related to unrecognized tax benefits. The effective tax rates for the
13 weeks and 39 weeks ended December 1, 2019 were higher than the U.S. statutory
rate of 21% primarily due to state and local taxes, discrete income tax
provisions for stock compensation and the accrual of interest related to
unrecognized tax benefits.



Net Earnings from Continuing Operations





For the reasons set forth above, the Company's net earnings from continuing
operations for the 13 weeks and 39 weeks ended November 29, 2020 were $1.0
million and $4.1 million, respectively, compared to net earnings from continuing
operations of $2.8 million and $7.6 million, respectively, for the 13 weeks and
39 weeks ended December 1, 2019.



Discontinued Operations


On July 25, 2018, the Company entered into a definitive agreement to sell its Electronics Business for $145.0 million in cash. The Company completed this transaction on December 4, 2018.





The operating results of the Electronics Business are classified, together with
certain costs related to the transaction, as discontinued operations, net of
tax, in the Consolidated Statements of Operations.



The Company's net earnings from discontinued operations included costs in
connection with the Company's vacated facility in Fullerton, California in the
13 weeks and 39 weeks ended November 29, 2020. The Company's net earnings from
discontinued operations included expenses pertaining to the sale transaction and
costs related to the Company's vacated facility in Fullerton, California in the
13 weeks and 39 weeks ended December 1, 2019.



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Basic and Diluted Earnings Per Share





In the 13 weeks and 39 weeks ended November 29, 2020, basic and diluted earnings
per share from continuing operations were $0.05 and $0.20, respectively. This
compared to basic and diluted earnings per share from continuing operations of
$0.14 and $0.37, respectively, in the 13 weeks and 39 weeks ended December 1,
2019. The net impact of the tax benefit described above decreased basic and
diluted earnings per share by $0.02 for the 39 weeks ended December 1, 2019.



Liquidity and Capital Resources - Continuing Operations:







(amounts in thousands)                       November 29,        March 1,
                                                 2020              2020            Change

Cash and cash equivalents and marketable
securities                                  $      116,966     $    122,355     $     (5,389 )
Working capital                                    126,689          136,487           (9,798 )






                                                           39 Weeks Ended
(amounts in thousands)                       November 29,       December 1,
                                                 2020              2019           Change

Net cash provided by operating activities $ 8,610 $ 2,693 $ 5,917 Net cash used in investing activities

               (2,145 )         (60,867 )     58,722
Net cash used in financing activities               (7,758 )          (5,749 )     (2,009 )



Cash and Marketable Securities





Of the $117.0 million of cash and cash equivalents and marketable securities at
November 29, 2020, $29.7 million was owned by one of the Company's wholly owned
foreign subsidiaries.



The change in cash and cash equivalents and marketable securities at November
29, 2020 compared to March 1, 2020 was the result of capital expenditures and
dividends paid to shareholders partially offset by cash provided by operating
activities and a number of additional factors. The significant changes in cash
provided by operating activities were as follows:



? accounts receivable decreased by 23% at November 29, 2020 compared to March 1,

2020 primarily due to lower sales in the quarter ended November 29, 2020


    compared to the fourth quarter of the 2020 fiscal year;



? inventories decreased by 26% at November 29, 2020 compared to March 1, 2020


    primarily due to lower sales and the timing of raw material purchases;



? prepaid expenses and other current assets decreased by 31% at November 29,

2020 compared to March 1, 2020 primarily due to a reduction of tax refunds;






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? accounts payable decreased by 30% at November 29, 2020 compared to March 1,

2020 primarily due to the timing of vendor payments, raw material purchases


    from suppliers and lower construction in progress;



? accrued liabilities decreased by 12% at November 29, 2020 compared to March 1,

2020 primarily due to decreases in restructuring accruals and bonus accruals;


    and



? income taxes payable increased by 6% at November 29, 2020 compared to March 1,

2020 primarily due to the income tax provision for the 39 weeks ended November


    29, 2020.



In addition, the Company paid $6.1 million in cash dividends in each of the 39-week periods ended November 29, 2020 and December 1, 2019.





Working Capital



The decrease in working capital at November 29, 2020 compared to March 1, 2020
was due principally to the decreases in accounts receivable, inventories, and
prepaid expenses and other current assets, an increase in income taxes payable
and a decrease in cash and cash equivalents and marketable securities, partially
offset by the decrease in accounts payable.



The Company's current ratio (the ratio of current assets to current liabilities) was 18.6 to 1.0 at November 29, 2020 compared to 16.7 to 1.0 at March 1, 2020.





Cash Flows



During the 39 weeks ended November 29, 2020, the Company's net earnings, before
depreciation and amortization, stock-based compensation, amortization of bond
premium and changes in operating assets and liabilities, were $8.6 million.
During the same 39-week period, the Company expended $5.3 million for the
purchase of property, plant and equipment, compared with $4.4 million during the
39 weeks ended December 1, 2019. The Company paid $6.1 million in cash dividends
in each of the 39-week periods ended November 29, 2020 and December 1, 2019.



Other Liquidity Factors



The Company believes its financial resources will be sufficient, through the 12
months following the filing of this Form 10-Q Quarterly Report and for the
foreseeable future thereafter, to provide for continued investment in working
capital and property, plant and equipment and for general corporate purposes.
The Company's financial resources are also available for purchases of the
Company's common stock, cash dividend payments, appropriate acquisitions and
other expansions of the Company's business, including the expansion in Kansas.



The Company is not aware of any circumstances or events that are reasonably
likely to occur that could materially affect its liquidity. The Company further
believes its balance sheet and financial position to be very strong, and the
Company believes it is well positioned to not only withstand the impact of the
COVID-19 Pandemic on its business, but also to take advantage of the
opportunities presented by it.



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Contractual Obligations:



The Company's contractual obligations and other commercial commitments to make
future payments under contracts, such as lease agreements, consist only of (i)
operating lease commitments and (ii) commitments to purchase raw materials. The
Company has no other long-term debt, capital lease obligations, unconditional
purchase obligations or other long-term obligations, standby letters of credit,
guarantees, standby repurchase obligations or other commercial commitments or
contingent commitments, other than two standby letters of credit in the total
amount of $170,000, to secure the Company's obligations under its workers'
compensation insurance program.



Off-Balance Sheet Arrangements:





The Company's liquidity is not dependent on the use of, and the Company is not
engaged in, any off-balance sheet financing arrangements, such as securitization
of receivables or obtaining access to assets through special purpose entities.



Critical Accounting Policies and Estimates:





The foregoing Discussion and Analysis of Financial Condition and Results of
Operations is based upon the Company's Consolidated Financial Statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these Consolidated Financial
Statements requires the Company to make estimates, assumptions and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses
and the related disclosure of contingent liabilities. On an ongoing basis, the
Company evaluates its estimates, including those related to sales allowances,
allowances for doubtful accounts, inventories, valuation of long-lived assets,
income taxes, contingencies and litigation, and employee benefit programs. The
Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.



The Company's critical accounting policies that are important to the
Consolidated Financial Statements and that entail, to a significant extent, the
use of estimates and assumptions and the application of management's judgment
are described in Item 2, "Management's Discussion and Analysis of Financial
Condition and Results of Operations", in the Company's Annual Report on Form
10-K for the fiscal year ended March 1, 2020. There have been no significant
changes to such accounting policies during the 2021 fiscal year third quarter.



Contingencies:



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



Factors That May Affect Future Results.





Certain portions of this Report which do not relate to historical financial
information may be deemed to constitute forward-looking statements that are
subject to various factors which could cause actual results to differ materially
from the Company's expectations or from results which might be projected,
forecasted, estimated or budgeted by the Company in forward-looking statements.
Such factors include, but are not limited to, general conditions in the
aerospace industry, the Company's competitive position, the status of the
Company's relationships with its customers, economic conditions in international
markets, the cost and availability of raw materials, transportation and
utilities, and the various factors set forth under the caption "Factors That May
Affect Future Results" in Item 1 and in Item 1A "Risk Factors" of the Company's
Annual Report on Form 10-K for the fiscal year ended March 1, 2020.



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