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8-K

Park Aerospace Corp (PKE)

8-K 2020-01-09 For: 2020-01-09
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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):              January 9, 2020

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

48 South Service Road, Melville, New York 11747
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 January 9, 2020 reporting its results of operations for its 2020 fiscal year third quarter ended December 1, 2019.

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 3, 2020, Stephen E Gilhuley, the Company’s Executive Vice President – Administration and Secretary, retired from all positions he held at the Company and its subsidiaries, effective as of January 3, 2020. In connection with his retirement, Mr. Gilhuley entered into a Consulting Agreement with the Company, effective as of January 6, 2020, pursuant to which Mr. Gilhuley will be paid a monthly fee of $2,000 for advisory and consulting services that he may provide to the Company from time to time.

Item 9.01   Financial Statements and Exhibits.

(d)  Exhibits.

99.1 News Release dated January 9, 2020

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: January 9, 2020 By: /s/ P. Matthew Farabaugh
Name: P. Matthew Farabaugh
Title: Senior Vice President and Chief
Financial Officer

2

ex_169053.htm

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 THIRD QUARTER RESULTS

AND

DECLARES SPECIAL CASH DIVIDEND

Newton, Kansas, Thursday, January 9, 2020…..Park Aerospace Corp. (NYSE-PKE) reported results for the 2020 fiscal year third quarter ended December 1, 2019. As previously reported, Park completed the sale of its Electronics Business to AGC Inc. on December 4, 2018. Therefore, the results of operations for the Electronics Business in the prior year are reported as discontinued operations. Continuing operations discussed below refer to Park’s Aerospace Business unless otherwise indicated, and prior periods in such discussion have been restated to reflect results excluding the Electronics Business.

A live audio webcast, along with presentation materials, will be available at https://edge.media-server.com/mmc/p/qote4j37 at 11:00 a.m. EST on Thursday, January 9, 2020. The presentation materials will also be available at approximately 9:00 a.m. EST on Thursday, January 9, 2020 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 $15,847,000 for the 2020 fiscal year third quarter ended December 1, 2019 compared to $12,853,000 for the 2019 fiscal year third quarter ended November 25, 2018 and $13,723,000 for the 2020 fiscal year second quarter ended September 1, 2019. Park’s net sales from continuing operations for the nine months ended December 1, 2019 were $44,520,000 compared to $34,457,000 for the nine months ended November 25, 2018. Net earnings from continuing operations for the 2020 fiscal year third quarter were $2,806,000 compared to $2,078,000 for the 2019 fiscal year third quarter and $2,052,000 for the 2020 fiscal year second quarter. Net earnings from continuing operations were $7,572,000 for the current year’s first nine months compared to $4,718,000 for last year’s first nine months.

EBITDA from continuing operations for the 2020 fiscal year third quarter was $3,622,000 compared to $2,948,000 for the 2019 fiscal year third quarter and $2,406,000 for the 2020 fiscal year second quarter. EBITDA from continuing operations for the current year’s first nine months was $9,400,000 compared to $5,997,000 for last year’s first nine months.

For the nine months ended December 1, 2019, Park reported net earnings from continuing operations before special items of $7,716,000 compared to $3,930,000 for last fiscal year’s first nine months. In the 2020 fiscal year’s first nine months, 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. The 2019 fiscal year’s first nine months included the one-time tax benefit of $788,000 related to the Tax Cuts and Jobs Act enacted in December 2017.


Park reported basic and diluted earnings per share from continuing operations of $0.14 for the 2020 fiscal year third quarter compared to $0.10 for the 2019 fiscal year third quarter and $0.10 for the 2020 fiscal year second quarter.

Park reported basic and diluted earnings per share from continuing operations of $0.37 for the 2020 fiscal year’s first nine months compared to $0.23 for the 2019 fiscal year’s first nine months. Basic earnings per share from continuing operations before special items were $0.38 for the 2020 fiscal year’s first nine months compared to $0.19 for 2019 fiscal year’s first nine months. Diluted earnings per share from continuing operations before special items were $0.37 for the 2020 fiscal year’s first nine months compared to $0.19 for 2019 fiscal year’s first nine months.

SPECIAL CASH DIVIDEND

Park announced that its Board of Directors has declared a special cash dividend of $1.00 per share payable February 20, 2020 to shareholders of record at the close of business on January 21, 2020. The total amount of this special dividend will be approximately $20.5 million.

Including this special dividend and the regular quarterly dividend of $0.10 per share payable February 4, 2020 to shareholders of record on January 2, 2020, the Company has paid a total of approximately $536 million, or $26.15 per share, of cash dividends since the Company’s 2005 fiscal year.

***


The Company will conduct a conference call to discuss its financial results at 11:00 a.m. EST 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 1627957.

For those unable to listen to the call live, a conference call replay will be available from approximately 2:00 p.m. EST on Thursday, January 9, 2020 through 11:59 p.m. EST on Wednesday, January 15, 2020. The conference call replay will be available at https://edge.media-server.com/mmc/p/qote4j37. 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 1627957.

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 one-time tax charges and EBITDA. Accordingly, in addition to disclosing its operating results determined in accordance with GAAP, Park discloses non-GAAP measures including 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 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. Park’s advanced composite materials include film adhesives (undergoing qualification) and lightning strike 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.parkaerospace.com.


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


13 Weeks Ended 39 Weeks Ended
December 1,<br><br> <br>2019 November 25,<br><br> <br>2018 September 1,<br><br> <br>2019 December 1,<br><br> <br>2019 November 25,<br><br> <br>2018
Sales $ 15,847 $ 12,853 $ 13,723 $ 44,520 $ 34,457
Net Earnings before Special Items^1^ $ 2,806 $ 2,078 $ 2,052 $ 7,716 $ 3,930
Special Items, Net of Tax:
Tax Impact of Cancelled Stock Options - - - (144 ) -
Tax Cut and Jobs Act - - - - 788
Net Earnings from Continuing Operations $ 2,806 $ 2,078 $ 2,052 $ 7,572 $ 4,718
(Loss) Earnings from Discontinued Operations, Net of Tax $ (360 ) $ 1,613 $ 83 $ (404 ) $ 4,841
Net Earnings $ 2,446 $ 3,691 $ 2,135 $ 7,168 $ 9,559
Basic Earnings per Share:
Basic Earnings before Special Items^1^ $ 0.14 $ 0.10 $ 0.10 $ 0.38 $ 0.19
Special Items:
Tax Impact of Cancelled Stock Options - - - (0.01 ) -
Tax Cut and Jobs Act - - - - 0.04
Basic Earnings per Share from Continuing Operations $ 0.14 $ 0.10 $ 0.10 $ 0.37 $ 0.23
Basic (Loss) Earnings per Share from Discontinued Operations (0.02 ) 0.08 0.01 (0.02 ) 0.24
Basic Earnings per Share $ 0.12 $ 0.18 $ 0.11 $ 0.35 $ 0.47
Diluted Earnings before Special Items^1^ $ 0.14 $ 0.10 $ 0.10 $ 0.37 $ 0.19
Special Items:
Tax Impact of Cancelled Stock Options - - - - -
Tax Cut and Jobs Act - - - - 0.04
Diluted Earnings per Share from Continuing Operations $ 0.14 $ 0.10 $ 0.10 $ 0.37 $ 0.23
Diluted (Loss) Earnings per Share from Discontinued Operations (0.02 ) 0.08 - (0.02 ) 0.24
Diluted Earnings per Share $ 0.12 $ 0.18 $ 0.10 $ 0.35 $ 0.47
Weighted Average Shares Outstanding:
Basic 20,518 20,278 20,499 20,503 20,258
Diluted 20,617 20,352 20,601 20,601 20,343

**** ^1^Refer to "Reconciliation of non-GAAP financial measures" below for information regarding Special Items. ****



Comparative balance sheets (in thousands):


December 1,<br><br> <br>2019 March 3,<br><br> <br>2019
(unaudited)
Assets
Current Assets
Cash and Marketable Securities $ 144,166 $ 151,624
Accounts Receivable, Net 10,194 9,352
Inventories 3,936 5,267
Prepaid Expenses and Other Current Assets 1,703 1,690
Total Current Assets 159,999 167,933
Fixed Assets, Net 14,011 10,791
Operating Right-of-use Assets 453 -
Other Assets 10,095 10,127
Total Assets $ 184,558 $ 188,851
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable $ 2,010 $ 3,169
Accrued Liabilities 2,039 2,920
Income Taxes Payable 1,737 5,066
Operating Lease Liability 152 -
Total Current Liabilities 5,938 11,155
Long-term Operating Lease Liability 301 -
Non-current Income Taxes Payable 15,986 17,669
Deferred Income Taxes 103 -
Other Liabilities 1,067 1,016
Total Liabilities 23,395 29,840
Shareholders’ Equity 161,163 159,011
Total Liabilities and Shareholders' Equity $ 184,558 $ 188,851
Additional information
Equity per Share $ 7.85 $ 7.84

Comparative statements of operations (in thousands – unaudited):

13 Weeks Ended 39 Weeks Ended
December 1,<br><br> <br>2019 November 25,<br><br> <br>2018 September 1,<br><br> <br>2019 December 1,<br><br> <br>2019 November 25,<br><br> <br>2018
Net Sales $ 15,847 $ 12,853 $ 13,723 $ 44,520 $ 34,457
Cost of Sales 10,825 8,569 9,910 30,881 24,176
Gross Profit 5,022 4,284 3,813 13,639 10,281
% of net sales 31.7 % 33.3 % 27.8 % 30.6 % 29.8 %
Selling, General & Administrative Expenses 1,949 1,983 1,914 5,785 6,200
% of net sales 12.3 % 15.4 % 13.9 % 13.0 % 18.0 %
Earnings from Continuing Operations 3,073 2,301 1,899 7,854 4,081
Interest and Other Income:
Interest Income 802 393 863 2,613 1,090
Earnings from Continuing Operations before Income Taxes 3,875 2,694 2,762 10,467 5,171
Income Tax Provision 1,069 616 710 2,895 453
Net Earnings from Continuing Operations 2,806 2,078 2,052 7,572 4,718
% of net sales 17.7 % 16.2 % 15.0 % 17.0 % 13.7 %
(Loss) Earnings from Discontinued Operations, Net of Tax (360 ) 1,613 83 (404 ) 4,841
Net Earnings $ 2,446 $ 3,691 $ 2,135 $ 7,168 $ 9,559
% of net sales 15.4 % 28.7 % 15.6 % 16.1 % 27.7 %

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

13 Weeks Ended<br> December 1, 2019 13 Weeks Ended<br> November 25, 2018 13 Weeks Ended<br> September 1, 2019
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 $ 1,949 $ - $ 1,949 $ 1,983 $ - $ 1,983 $ 1,914 $ - $ 1,914
% of net sales 12.3 % 12.3 % 15.4 % 15.4 % 13.9 % 13.9 %
Earnings from Continuing Operations 3,073 - 3,073 2,301 - 2,301 1,899 - 1,899
% of net sales 19.4 % 19.4 % 17.9 % 17.9 % 13.8 % 13.8 %
Net Interest and Other Income 802 - 802 393 - 393 863 - 863
% of net sales 5.1 % 5.1 % 3.1 % 3.1 % 6.3 % 6.3 %
Earnings from Continuing Operations before Income Taxes 3,875 - 3,875 2,694 - 2,694 2,762 - 2,762
% of net sales 24.5 % 24.5 % 21.0 % 21.0 % 20.1 % 20.1 %
Income Tax Provision 1,069 - 1,069 616 - 616 710 - 710
Effective Tax Rate 27.6 % 27.6 % 22.9 % 22.9 % 25.7 % 25.7 %
Net Earnings from Continuing Operations 2,806 - 2,806 2,078 - 2,078 2,052 - 2,052
% of net sales 17.7 % 17.7 % 16.2 % 16.2 % 15.0 % 15.0 %
(Loss) Earnings from Discontinued Operations, Net of Tax (360 ) (360 ) 1,613 (1,565 ) 48 83 - 83
% of net sales -2.3 % -2.3 % 12.5 % 0.4 % 0.6 % 0.6 %
Net Earnings 2,446 - 2,446 3,691 (1,565 ) 2,126 2,135 - 2,135
% of net sales 15.4 % 15.4 % 28.7 % 16.5 % 15.6 % 15.6 %
Earnings from Continuing Operations 3,073 2,301 1,899
Addback non-cash expenses:
Depreciation 410 453 366
Stock Option Expense 139 194 141
EBITDA 3,622 2,948 2,406


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

39 Weeks Ended<br> December 1, 2019 39 Weeks Ended<br> November 25, 2018
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
Earnings from Continuing Operations $ 7,854 $ - $ 7,854 $ 4,081 $ - $ 4,081
% of net sales 17.6 % 17.6 % 11.8 % 11.8 %
Net Interest and Other Income 2,613 - 2,613 1,090 - 1,090
% of net sales 5.9 % 5.9 % 3.2 % 3.2 %
Earnings from Continuing Operations before Income Taxes 10,467 - 10,467 5,171 - 5,171
% of net sales 23.5 % 23.5 % 15.0 % 15.0 %
Income Tax Provision (Benefit) 2,895 (144 ) 2,751 453 788 1,241
Effective Tax Rate 27.7 % 26.3 % 8.8 % 24.0 %
Net Earnings from Continuing Operations 7,572 144 7,716 4,718 (788 ) 3,930
% of net sales 17.0 % 17.3 % 13.7 % 11.4 %
(Loss) Earnings from Discontinued Operations, Net of Tax (404 ) - (404 ) 4,841 (1,026 ) 3,815
% of net sales -0.9 % -0.9 % 14.0 % 11.1 %
Net Earnings 7,168 144 7,312 9,559 (1,814 ) 7,745
% of net sales 16.1 % 16.4 % 27.7 % 22.5 %
Earnings from Operations 7,854 4,081
Addback non-cash expenses:
Depreciation 1,142 1,322
Stock Option Expense 404 594
EBITDA 9,400 5,997