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8-K

Park Aerospace Corp (PKE)

8-K 2021-05-13 For: 2021-05-13
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Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):              May 13, 2021

PARK AEROSPACE CORP.

(Exact Name of Registrant as<br><br> <br>Specified in Charter)
New York 1-4415 11-1734643
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1400 Old Country Road, Westbury New York 11590
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code             (631) 465-3600

Not Applicable
Former Name or Former Address, if Changed Since Last Report

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $.10 per share PKE New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has selected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02 Results of Operations and Financial Condition.

Park Aerospace Corp. (the "Company") issued a news release on May 13, 2021 reporting its results of operations for its 2021 fiscal year fourth quarter and for its full fiscal year ended February 28, 2021.

The Company is furnishing the news release to the Securities and Exchange Commission pursuant to Item 2.02 of Form 8-K as Exhibit 99.1 hereto, and it is incorporated herein by reference. The information in this Item 2.02 and the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Security Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 News Release dated May 13, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PARK AEROSPACE CORP.
Date: May 13, 2021 By: /s/ P. Matthew Farabaugh
Name: P. Matthew Farabaugh
Title: Senior Vice President and Chief
Financial Officer

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Exhibit 99.1
NEWS RELEASE
Contact:         Donna D’Amico-Annitto 486 North Oliver Road, Bldg. Z
Newton, Kansas 67114
(316) 283-6500

PARK AEROSPACE CORP. REPORTS FOURTH QUARTER

AND FISCAL YEAR RESULTS

Newton, Kansas, Thursday, May 13, 2021…..Park Aerospace Corp. (NYSE-PKE) reported results for the 2021 fiscal year fourth quarter and year ended February 28, 2021. As previously reported, Park completed the sale of its Electronics Business to AGC Inc. on December 4, 2018. Therefore, current costs relating to the Electronics Business are reported as discontinued operations. Continuing operations discussed below refer to Park’s Aerospace Business unless otherwise indicated.

The Company will conduct a conference call to discuss its financial results and other matters at 11:00 a.m. EDT today. A live audio webcast of the event, along with presentation materials, will be available at https://edge.media-server.com/mmc/p/bk4uvktb at 11:00 a.m. EDT today. The presentation materials will also be available at approximately 9:00 a.m. EDT today at https://parkaerospace.com/shareholders/investor-conference-calls/ and on the Company’s website at www.parkaerospace.com under “Investor Conference Calls” on the “Shareholders” page.

Continuing Operations:

Park reported net sales of $14,441,000 for the 2021 fiscal year fourth quarter ended February 28, 2021 compared to $15,494,000 for the 2020 fiscal year fourth quarter ended March 1, 2020 and $10,372,000 for the 2021 fiscal year third quarter ended November 29, 2020. Park’s net sales from continuing operations for the fiscal year ended February 28, 2021 were $46,276,000 compared to $60,014,000 for the fiscal year ended March 1, 2020. Net earnings from continuing operations for the 2021 fiscal year fourth quarter were $1,032,000 compared to $2,633,000 for the 2020 fiscal year fourth quarter and $1,037,000 for the 2021 fiscal year third quarter. Net earnings from continuing operations were $5,192,000 for the current fiscal year compared to $10,205,000 for last fiscal year.

Net earnings from continuing operations before special items for the 2021 fiscal year fourth quarter were $2,335,000 compared to $2,787,000 for the 2020 fiscal year fourth quarter and $1,037,000 for the 2021 fiscal year third quarter. Net earnings from continuing operations before special items were $6,495,000 for the current fiscal year compared to $10,503,000 for last fiscal year.

Adjusted EBITDA from continuing operations for the 2021 fiscal year fourth quarter was $3,257,000 compared to $3,612,000 for the 2020 fiscal year fourth quarter and $1,380,000 for the 2021 fiscal year third quarter. Adjusted EBITDA from continuing operations for the current fiscal year was $8,419,000 compared to $13,012,000 for last fiscal year.

In the 2021 fiscal year fourth quarter, the Company recorded a pretax restructuring charge of $1,570,000 primarily for the impairment of assets at its Park Aerospace Technologies Asia Pte. Ltd facility in Singapore. In the 2020 fiscal year, the Company recorded a one-time tax charge of $144,000 for the write down of deferred tax assets for stock option expirations pertaining to employees who transferred to AGC Inc. in connection with the sale of the Electronics Business and a pre-tax stock option modification charge of $208,000. The stock option modification charge related to a reduction in the exercise prices of previously granted employee stock options resulting from the special dividend paid in February 2020.

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Park reported basic and diluted earnings per share from continuing operations of $0.05 for the 2021 fiscal year fourth quarter compared to $0.13 for the 2020 fiscal year fourth quarter and $0.05 for the 2021 fiscal year third quarter. Park reported basic and diluted earnings per share from continuing operations before special items of $0.11 for the 2021 fiscal year fourth quarter compared to $0.14 for the 2020 fiscal year fourth quarter and $0.05 for the 2021 fiscal year third quarter.

Park reported basic and diluted earnings per share from continuing operations of $0.25 for the 2021 fiscal year compared to $0.50 for the 2020 fiscal year. Basic and diluted earnings per share from continuing operations before special items were $0.32 for the 2021 fiscal year compared to $0.51 for the 2020 fiscal year.

The Company will conduct a conference call to discuss its financial results at 11:00 a.m. EDT today. Forward-looking and other material information may be discussed in this conference call. The conference call dial-in number is (844) 466-4114 in the United States and Canada, and (765) 507-2654 in other countries. The required passcode for attendance by phone is 6667586.

For those unable to listen to the call live, a conference call replay will be available from approximately 2:00 p.m. EDT today through 11:59 p.m. EDT on Wednesday, May 19, 2021. The conference call replay will be available at https://edge.media-server.com/mmc/p/bk4uvktb and on the Company’s website at www.parkaerospace.com under “Investor Conference Calls” on the “Shareholders” page. It can also be accessed by dialing (855) 859-2056 in the United States and Canada, and (404) 537-3406 in other countries. The required passcode for accessing the replay by phone is 6667586.

Any additional material financial or statistical data disclosed in the conference call, including the investor presentation, will also be available at the time of the conference call on the Company's web site at https://parkaerospace.com/shareholders/investor-conference-calls/.

Park believes that an evaluation of its ongoing operations would be difficult if the disclosure of its operating results were limited to accounting principles generally accepted in the United States of America (“GAAP”) financial measures, which include special items, such as a restructuring charge, a one-time tax charge, a stock modification charge and Adjusted EBITDA. Accordingly, in addition to disclosing its operating results determined in accordance with GAAP, Park discloses non-GAAP measures, including Adjusted EBITDA, and operating results that exclude special items in order to assist its shareholders and other readers in assessing the Company’s operating performance, since the Company’s on-going, normal business operations do not include such special items. The detailed operating information presented below includes a reconciliation of the non-GAAP operating results before special items to earnings determined in accordance with GAAP and a reconciliation of GAAP pre-tax earnings to Adjusted EBITDA. Such non-GAAP financial measures are provided to supplement the results provided in accordance with GAAP.

Park Aerospace Corp. 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 SigmaStrut™ and AlphaStrut™ product lines) are, among others, prototype and development aircraft, special mission aircraft, spares for legacy military and civilian aircraft and exotic spacecraft. Park’s objective is to do what others are either unwilling or unable to do. When nobody else wants to do it because it is too difficult, too small or too annoying, sign us up.

Additional corporate information is available on the Company’s web site at www.park****aerospace.com

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Performance table, including non-GAAP information (in thousands, except per share amounts –unaudited):

13 Weeks Ended 52 Weeks Ended
February 28,<br><br> <br>2021 March 1,<br><br> <br>2020 November 29,<br><br> <br>2020 February 28,<br><br> <br>2021 March 1,<br><br> <br>2020
Sales $ 14,441 $ 15,494 $ 10,372 $ 46,276 $ 60,014
Net Earnings before Special Items^1^ $ 2,335 $ 2,787 $ 1,037 $ 6,495 $ 10,503
Special Items, Net of Tax:
Tax Impact of Cancelled Stock Options - - - - (144 )
Stock Option Modification - (154 ) - - (154 )
Restructuring Charges (1,303 ) - - (1,303 ) -
Net Earnings from Continuing Operations $ 1,032 $ 2,633 $ 1,037 $ 5,192 $ 10,205
Loss from Discontinued Operations, Net of Tax $ - $ (249 ) $ (116 ) $ (328 ) $ (653 )
Net Earnings $ 1,032 $ 2,384 $ 921 $ 4,864 $ 9,552
Basic Earnings per Share:
Basic Earnings before Special Items^1^ $ 0.11 $ 0.14 $ 0.05 $ 0.32 $ 0.51
Special Items:
Tax Impact of Cancelled Stock Options - - - - -
Stock Option Modification - (0.01 ) - - (0.01 )
Restructuring Charges (0.06 ) - - (0.07 ) -
Basic Earnings per Share from Continuing Operations $ 0.05 $ 0.13 $ 0.05 $ 0.25 $ 0.50
Basic Loss per Share from Discontinued Operations - (0.01 ) - (0.01 ) (0.03 )
Basic Earnings per Share $ 0.05 $ 0.12 $ 0.05 $ 0.24 $ 0.47
Diluted Earnings before Special Items^1^ $ 0.11 $ 0.14 $ 0.05 $ 0.32 $ 0.51
Special Items:
Tax Impact of Cancelled Stock Options - - - - -
Stock Option Modification - (0.01 ) - - (0.01 )
Restructuring Charges (0.06 ) - - (0.07 ) -
Diluted Earnings per Share from Continuing Operations $ 0.05 $ 0.13 $ 0.05 $ 0.25 $ 0.50
Diluted Loss per Share from Discontinued Operations - (0.01 ) - (0.01 ) (0.03 )
Diluted Earnings per Share $ 0.05 $ 0.12 $ 0.05 $ 0.24 $ 0.47
Weighted Average Shares Outstanding:
Basic 20,382 20,519 20,381 20,387 20,507
Diluted 20,587 20,578 20,434 20,478 20,595
^1^ Refer to "Reconciliation of non-GAAP financial measures" below for information regarding Special Items.
---

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Comparative balance sheets (in thousands):

February 28,<br><br> <br>2021 March 1,<br><br> <br>2020
Assets (unaudited)
Current Assets
Cash and Marketable Securities $ 116,542 $ 122,355
Accounts Receivable, Net 7,633 10,925
Inventories 4,794 6,379
Prepaid Expenses and Other Current Assets 3,372 5,535
Total Current Assets 132,341 145,194
Fixed Assets, Net 21,130 16,100
Operating Right-of-use Assets 103 420
Other Assets 9,938 10,072
Total Assets $ 163,512 $ 171,786
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable $ 3,300 $ 4,735
Accrued Liabilities 1,708 1,709
Operating Lease Liability 33 152
Income Taxes Payable 2,952 2,111
Total Current Liabilities 7,993 8,707
Long-term Operating Lease Liability 86 268
Non-current Income Taxes Payable 14,303 15,986
Deferred Income Taxes 778 834
Other Liabilities 4,411 4,316
Total Liabilities 27,571 30,111
Shareholders’ Equity 135,941 141,675
Total Liabilities and Shareholders' Equity $ 163,512 $ 171,786
Additional information
Equity per Share $ 6.67 $ 6.90

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Comparative statements of operations (in thousands – unaudited):

13 Weeks Ended 52 Weeks Ended
February 28,<br><br> <br>2021 March 1,<br><br> <br>2020 November 29,<br><br> <br>2020 February 28,<br><br> <br>2021 March 1,<br><br> <br>2020
Net Sales $ 14,441 $ 15,494 $ 10,372 $ 46,276 $ 60,014
Cost of Sales 10,115 10,460 7,819 33,085 41,341
Gross Profit 4,326 5,034 2,553 13,191 18,673
% of net sales 30.0 % 32.5 % 24.6 % 28.5 % 31.1 %
Selling, General & Administrative Expenses 1,395 2,147 1,536 6,113 7,932
% of net sales 9.7 % 13.9 % 14.8 % 13.2 % 13.2 %
Restructuring Charges 1,570 - - 1,570 -
Earnings from Continuing Operations 1,361 2,887 1,017 5,508 10,741
Interest and Other Income:
Interest Income 207 717 389 1,777 3,330
Earnings from Continuing Operations before Income Taxes 1,568 3,604 1,406 7,285 14,071
Income Tax Provision 536 971 369 2,093 3,866
Net Earnings from Continuing Operations 1,032 2,633 1,037 5,192 10,205
% of net sales 7.1 % 17.0 % 10.0 % 11.2 % 17.0 %
Loss from Discontinued Operations, Net of Tax - (249 ) (116 ) (328 ) (653 )
Net Earnings $ 1,032 $ 2,384 $ 921 $ 4,864 $ 9,552
% of net sales 7.1 % 15.4 % 8.9 % 10.5 % 15.9 %

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Reconciliation of non-GAAP financial measures (in thousands – unaudited):

13 Weeks Ended<br> February 28, 2021 13 Weeks Ended<br> March 1, 2020 13 Weeks Ended<br> November 29, 2020
GAAP Specials<br><br> <br>Items Before<br><br> <br>Special<br><br> <br>Items GAAP Specials<br><br> <br>Items Before<br><br> <br>Special<br><br> <br>Items GAAP Specials<br><br> <br>Items Before<br><br> <br>Special<br><br> <br>Items
Selling, General & Administrative Expenses $ 1,395 $ - $ 1,395 $ 2,147 $ (208 ) $ 1,939 $ 1,536 $ - $ 1,536
% of net sales 9.7 % 9.7 % 13.9 % 12.5 % 14.8 % 14.8 %
Restructuring Charges 1,570 (1,570 ) - - - - - - -
% of net sales 10.9 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 %
Earnings from Continuing Operations 1,361 1,570 2,931 2,887 208 3,095 1,017 - 1,017
% of net sales 9.4 % 20.3 % 18.6 % 20.0 % 9.8 % 9.8 %
Interest Income 207 - 207 717 - 717 389 - 389
% of net sales 1.4 % 1.4 % 4.6 % 4.6 % 3.8 % 3.8 %
Earnings from Continuing Operations before Income Taxes 1,568 1,570 3,138 3,604 208 3,812 1,406 - 1,406
% of net sales 10.9 % 21.7 % 23.3 % 24.6 % 13.6 % 13.6 %
Income Tax Provision 536 267 803 971 54 1,025 369 - 369
Effective Tax Rate 34.2 % 25.6 % 26.9 % 26.9 % 26.2 % 26.2 %
Net Earnings from Continuing Operations 1,032 1,303 2,335 2,633 154 2,787 1,037 - 1,037
% of net sales 7.1 % 16.2 % 17.0 % 18.0 % 10.0 % 10.0 %
Loss from Discontinued Operations - - - (249 ) - (249 ) (116 ) - (116 )
% of net sales 0.0 % 0.0 % -1.6 % -1.6 % -1.1 % -1.1 %
Net Earnings 1,032 1,303 2,335 2,384 154 2,538 921 - 921
% of net sales 7.1 % 16.2 % 15.4 % 16.4 % 8.9 % 8.9 %
Net Earning 2,335 2,538 921
Addback Discontinued Operatons and non-cash items:
Loss from Discontinued Operations - 249 116
Income Tax Provision 803 1,025 369
Interest Income (207 ) (717 ) (389 )
Depreciation 277 402 314
Stock Option Expense 49 115 49
Adjusted EBITDA from Continuing Operations 3,257 3,612 1,380

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Reconciliation of non-GAAP financial measures - continued (in thousands – unaudited):

52 Weeks Ended<br> February 28, 2021 52 Weeks Ended<br> March 1, 2020
GAAP Specials<br><br> <br>Items Before Special Items GAAP Specials<br><br> <br>Items Before<br><br> <br>Special<br><br> <br>Items
Selling, General & Administrative Expenses $ 6,113 $ - $ 6,113 $ 7,932 $ (208 ) $ 7,724
% of net sales 13.2 % 13.2 % 13.2 % 12.9 %
Restructuring Charge 1,570 (1,570 ) - - - -
% of net sales 3.4 % 0.0 % 0.0 % 0.0 %
Earnings from Continuing Operations 5,508 1,570 7,078 10,741 208 10,949
% of net sales 11.9 % 15.3 % 17.9 % 18.2 %
Interest Income 1,777 - 1,777 3,330 - 3,330
% of net sales 3.8 % 3.8 % 5.5 % 5.5 %
Earnings from Continuing Operations before Income Taxes 7,285 1,570 8,855 14,071 208 14,279
% of net sales 15.7 % 19.1 % 23.4 % 23.8 %
Income Tax Provision 2,093 267 2,360 3,866 (90 ) 3,776
Effective Tax Rate 28.7 % 26.7 % 27.5 % 26.4 %
Net Earnings from Continuing Operations 5,192 1,303 6,495 10,205 298 10,503
% of net sales 11.2 % 14.0 % 17.0 % 17.5 %
Loss from Discontinued Operations (328 ) - (328 ) (653 ) - (653 )
% of net sales -0.7 % -0.7 % -1.1 % -1.1 %
Net Earnings 4,864 1,303 6,167 9,552 298 9,850
% of net sales 10.5 % 13.3 % 15.9 % 16.4 %
Net Earning 6,167 9,850
Addback Discontinued Operatons and non-cash items:
Loss from Discontinued Operations 328 653
Income Tax Provision 2,360 3,776
Interest Income (1,777 ) (3,330 )
Depreciation 1,150 1,544
Stock Option Expense 191 519
Adjusted EBITDA from Continuing Operations 8,419 13,012

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