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): April 29, 2015
PARK ELECTROCHEMICAL CORP. | ||
(Exact Name of Registrant as Specified in Charter) |
New York |
1-4415 |
11-1734643 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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48 South Service Road, Melville, |
New York |
11747 |
(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 |
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)) |
Item 2.02 Results of Operations and Financial Condition.
Park Electrochemical Corp. (the "Company") issued a news release on April 29, 2015 reporting its results of operations for its 2015 fiscal year fourth quarter and for its full fiscal year ended March 1, 2015.
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.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 News Release dated April 29, 2015
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.
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PARK ELECTROCHEMICAL CORP. |
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Date: April 29, 2015 |
By: |
/s/ P. Matthew Farabaugh |
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Name: |
P. Matthew Farabaugh |
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Title: |
Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Number Exhibit |
Description |
Page |
99.1 |
News Release dated April 29, 2015 |
5 |
-4-
Exhibit 99.1
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NEWS RELEASE |
Contact: Martina Bar Kochva |
48 South Service Road |
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Melville, NY 11747 |
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(631) 465-3600 |
PARK ELECTROCHEMICAL CORP. REPORTS FOURTH QUARTER AND
FISCAL YEAR RESULTS
Melville, New York, Wednesday, April 29, 2015…..Park Electrochemical Corp. (NYSE-PKE) reported net sales of $36,241,000 for the fourth quarter ended March 1, 2015 compared to net sales of $38,151,000 for the fourth quarter ended March 2, 2014. Park's net sales for the fiscal year ended March 1, 2015 were $162,086,000 compared to net sales of $165,764,000 for the fiscal year ended March 2, 2014.
Park reported net earnings before special items of $4,977,000 for the fourth quarter ended March 1, 2015 compared to net earnings before special items of $4,364,000 for the fourth quarter of last fiscal year. In the fourth quarter ended March 1, 2015, the Company recorded a pre-tax charge of $206,000 related to a modification of previously issued employee stock options resulting from the special cash dividend paid by the Company in February 2015 and pre-tax restructuring charges of $193,000 related to the closure in fiscal year 2013 of the Company’s Nelco Technology (Zhuhai FTZ) Ltd. facility located in the Free Trade Zone in Zhuhai, China and the closure in fiscal year 2009 of its New England Laminates Co., Inc. facility located in Newburgh, New York. In the fourth quarter ended March 2, 2014, the Company recorded a non-cash charge of $63,958,000 for the accrual of U.S. income taxes on the undistributed earnings of the Company’s subsidiary in Singapore. In addition, during the fourth quarter ended March 2, 2014, the Company recorded pre-tax charges of $1,208,000 related to a modification of previously issued employee stock options resulting from the special cash dividend paid by the Company in February 2014, a fee in connection with the previously announced retention of Bank of America Merrill Lynch for financial advisory services and the closure of the Company’s facility in Zhuhai, China mentioned above. Accordingly, the net earnings for the fourth quarter ended March 1, 2015 were $4,841,000 compared to a net loss of $60,024,000 for the fourth quarter ended March 2, 2014.
For the fiscal year ended March 1, 2015, Park reported net earnings before special items of $21,004,000 compared to net earnings before special items of $20,197,000 for the prior fiscal year. The current fiscal year included pre-tax charges of $1,645,000 related to a modification of previously issued employee stock options mentioned above, additional fees incurred in connection with the 2014 fiscal year-end audit, cost reduction initiatives in the United States and the facility closures mentioned above. The prior fiscal year included the charge of $63,958,000 related to the U.S. income tax on the undistributed earnings of the Company’s subsidiary in Singapore mentioned above, a tax benefit of $2,181,000 in connection with a tax refund related to amended federal income tax returns and pre-tax charges of $1,527,000 related to the stock option modification, the retention fee and the Zhuhai facility closure mentioned above. Accordingly, net earnings for the fiscal year ended March 1, 2015 were $20,043,000 compared to a net loss of $42,329,000 for the fiscal year ended March 2, 2014.
Park reported basic and diluted earnings per share before special items of $0.24 for the fourth quarter ended March 1, 2015 compared to basic and diluted earnings per share before special items of $0.21 for last year’s fourth quarter. Basic and diluted earnings per share were $0.23 for the fourth quarter ended March 1, 2015 compared to a basic and diluted loss per share of $2.88 for last year’s fourth quarter.
Park reported basic and diluted earnings per share before special items of $1.00 for the fiscal year ended March 1, 2015 compared to basic and diluted earnings per share before special items of $0.97 for the prior fiscal year. Basic and diluted earnings per share were $0.96 for the fiscal year ended March 1, 2015 compared to a basic and diluted loss per share of $2.03 for the prior 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 and the required passcode is 34497367.
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 Tuesday, May 5, 2015. The conference call replay can be accessed by dialing (855) 859-2056 in the United States and Canada and (404) 537-3406 in other countries and entering passcode 34497367 or on the Company's web site at www.parkelectro.com/investor/investor.html.
Any additional material financial or statistical data disclosed in the conference call will also be available at the time of the conference call on the Company's web site at www.parkelectro.com/investor/investor.html.
Park believes that an evaluation of its ongoing operations would be difficult if the disclosure of its financial results were limited to accounting principles generally accepted in the United States of America (“GAAP”) financial measures, which include special items, such as stock option modification, restructuring, tax, financial advisory services fee and audit fee charges and tax benefits. Accordingly, in addition to disclosing its financial results determined in accordance with GAAP, Park discloses non-GAAP 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 reconciles the non-GAAP operating results before special items to earnings determined in accordance with GAAP. Such non-GAAP financial measures are provided to supplement the results provided in accordance with GAAP.
Park Electrochemical Corp. is a global advanced materials company which develops and manufactures 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. Park’s core capabilities are in the areas of polymer chemistry formulation and coating technology. The Company’s manufacturing facilities are located in Singapore, France, Kansas, Arizona and California. The Company also maintains R&D facilities in Arizona, Kansas and Singapore.
Additional corporate information is available on the Company’s web site at www.parkelectro.com
Performance table, including non-GAAP information (in thousands, except per share amounts –unaudited):
13 Weeks Ended |
52 Weeks Ended |
|||||||||||||||||||
3/1/15 |
3/2/14 |
11/30/14 |
3/1/15 |
3/2/14 |
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Sales |
$ | 36,241 | $ | 38,151 | $ | 34,679 | $ | 162,086 | $ | 165,764 | ||||||||||
Net Earnings before Special Items1 |
$ | 4,977 | $ | 4,364 | $ | 2,433 | $ | 21,004 | $ | 20,197 | ||||||||||
Special Items, net of Tax: |
||||||||||||||||||||
Restructuring Charges |
(139 | ) | (227 | ) | (402 | ) | (805 | ) | (546 | ) | ||||||||||
Modification of Stock Options |
3 | (47 | ) | - | 3 | (47 | ) | |||||||||||||
Audit and Advisory Fees |
- | (156 | ) | - | (159 | ) | (156 | ) | ||||||||||||
Deferred Tax on Repatriation |
- | (63,958 | ) | - | - | (63,958 | ) | |||||||||||||
Tax Benefit |
- | - | - | - | 2,181 | |||||||||||||||
Net Earnings |
$ | 4,841 | $ | (60,024 | ) | $ | 2,031 | $ | 20,043 | $ | (42,329 | ) | ||||||||
Basic and Diluted Earnings per Share: |
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Basic Earnings before Special Items1 |
$ | 0.24 | $ | 0.21 | $ | 0.12 | $ | 1.00 | $ | 0.97 | ||||||||||
Special Items: |
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Restructuring Charges |
(0.01 | ) | (0.01 | ) | (0.02 | ) | (0.03 | ) | (0.03 | ) | ||||||||||
Modification of Stock Options |
- | - | - | - | - | |||||||||||||||
Audit and Advisory Fees |
- | (0.01 | ) | - | (0.01 | ) | (0.01 | ) | ||||||||||||
Deferred Tax on Repatriation |
- | (3.07 | ) | - | - | (3.06 | ) | |||||||||||||
Tax Benefit |
- | - | - | - | 0.10 | |||||||||||||||
Basic Earnings (Loss) per Share |
$ | 0.23 | $ | (2.88 | ) | $ | 0.10 | $ | 0.96 | $ | (2.03 | ) | ||||||||
Diluted Earnings before Special Items1 |
$ | 0.24 | $ | 0.21 | $ | 0.12 | $ | 1.00 | $ | 0.97 | ||||||||||
Special Items: |
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Restructuring Charges |
(0.01 | ) | (0.01 | ) | (0.02 | ) | (0.03 | ) | (0.03 | ) | ||||||||||
Modification of Stock Options |
- | - | - | - | - | |||||||||||||||
Audit and Advisory Fees |
- | (0.01 | ) | - | (0.01 | ) | (0.01 | ) | ||||||||||||
Deferred Tax on Repatriation |
- | (3.07 | ) | - | - | (3.06 | ) | |||||||||||||
Tax Benefit |
- | - | - | - | 0.10 | |||||||||||||||
Diluted Earnings (Loss) per Share |
$ | 0.23 | $ | (2.88 | ) | $ | 0.10 | $ | 0.96 | $ | (2.03 | ) | ||||||||
Weighted Average Shares Outstanding: |
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Basic |
20,896 | 20,873 | 20,947 | 20,912 | 20,849 | |||||||||||||||
Diluted |
20,937 | 20,873 | 20,989 | 20,986 | 20,849 |
1 Refer to "Reconciliation of non-GAAP financial measures" below for information regarding Special Items. |
Comparative balance sheets (in thousands):
3/1/2015 |
3/2/2014 |
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Assets |
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Current Assets |
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Cash and Marketable Securities |
$ | 272,133 | $ | 270,356 | ||||
Accounts Receivable, Net |
21,431 | 22,881 | ||||||
Inventories |
14,439 | 13,871 | ||||||
Prepaid Expenses and Other Current Assets |
5,256 | 4,132 | ||||||
Total Current Assets |
313,259 | 311,240 | ||||||
Fixed Assets, Net |
26,537 | 29,674 | ||||||
Restricted Cash |
- | 25,000 | ||||||
Other Assets |
10,886 | 11,179 | ||||||
Total Assets |
$ | 350,682 | $ | 377,093 | ||||
Liabilities and Shareholders' Equity |
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Current Liabilities |
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Current Portion of Long-Term Debt |
$ | 10,000 | $ | 10,000 | ||||
Accounts Payable |
6,882 | 6,109 | ||||||
Accrued Liabilities |
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 |
84,000 | 94,000 | ||||||
Deferred Income Taxes |
54,155 | 58,124 | ||||||
Other Liabilities |
1,204 | 183 | ||||||
Total Liabilities |
169,083 | 176,550 | ||||||
Shareholders’ Equity |
181,599 | 200,543 | ||||||
Total Liabilities and Shareholders' Equity |
$ | 350,682 | $ | 377,093 | ||||
Additional information |
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Equity per Share |
$ | 8.69 | $ | 9.60 | ||||
Total Cash, Restricted Cash and Marketable Securities |
$ | 272,133 | $ | 295,356 |
Comparative statements of operations (in thousands):
13 Weeks Ended (unaudited) |
52 Weeks Ended |
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March 1, 2015 |
March 2, 2014 |
November 30, 2014 |
March 1, 2015 |
March 2, 2014 |
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Net Sales |
$ | 36,241 | $ | 38,151 | $ | 34,679 | $ | 162,086 | $ | 165,764 | ||||||||||
Cost of Sales |
24,986 | 27,701 | 26,081 | 113,133 | 117,664 | |||||||||||||||
Gross Profit |
11,255 | 10,450 | 8,598 | 48,953 | 48,100 | |||||||||||||||
% of net sales |
31.1 | % | 27.4 | % | 24.8 | % | 30.2 | % | 29.0 | % | ||||||||||
Selling, General & Administrative Expenses |
5,771 | 6,465 | 5,754 | 24,373 | 25,168 | |||||||||||||||
Restructuring Charge |
193 | 227 | 636 | 1,179 | 546 | |||||||||||||||
Earnings from Operations |
5,291 | 3,758 | 2,208 | 23,401 | 22,386 | |||||||||||||||
Interest: |
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Interest Income |
232 | 176 | 222 | 827 | 460 | |||||||||||||||
Interest Expense |
364 | 221 | 361 | 1,438 | 764 | |||||||||||||||
Net Interest Expense |
(132 | ) | (45 | ) | (139 | ) | (611 | ) | (304 | ) | ||||||||||
Earnings before Income Taxes |
5,159 | 3,713 | 2,069 | 22,790 | 22,082 | |||||||||||||||
Income Tax Provision |
318 | 63,737 | 38 | 2,747 | 64,411 | |||||||||||||||
Net Earnings |
$ | 4,841 | $ | (60,024 | ) | $ | 2,031 | $ | 20,043 | $ | (42,329 | ) |
Reconciliation of non-GAAP financial measures (in thousands – unaudited):
13 Weeks Ended |
13 Weeks Ended |
13 Weeks Ended |
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GAAP |
Specials Items |
Before Special Items |
GAAP |
Specials Items |
Before Special Items |
GAAP |
Specials Items |
Before Special Items |
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Selling, General & Administrative Expenses |
5,771 | (206 | ) | 5,565 | 6,465 | (981 | ) | 5,484 | 5,754 | - | 5,754 | |||||||||||||||||||||||||
% of net sales |
15.9 | % | 15.4 | % | 16.9 | % | 14.4 | % | 16.6 | % | 16.6 | % | ||||||||||||||||||||||||
Restructuring Charge |
193 | (193 | ) | - | 227 | (227 | ) | - | 636 | (636 | ) | - | ||||||||||||||||||||||||
% of net sales |
0.5 | % | 0.0 | % | 0.6 | % | 0.0 | % | 1.8 | % | 0.0 | % | ||||||||||||||||||||||||
Earnings from Operations |
5,291 | 399 | 5,690 | 3,758 | 1,208 | 4,966 | 2,208 | 636 | 2,844 | |||||||||||||||||||||||||||
% of net sales |
14.6 | % | 15.7 | % | 9.9 | % | 13.0 | % | 6.4 | % | 8.2 | % | ||||||||||||||||||||||||
Earnings before Income Taxes |
5,159 | 399 | 5,558 | 3,713 | 1,208 | 4,921 | 2,069 | 636 | 2,705 | |||||||||||||||||||||||||||
% of net sales |
14.2 | % | 15.3 | % | 9.7 | % | 12.9 | % | 6.0 | % | 7.8 | % | ||||||||||||||||||||||||
Income Tax Provision |
318 | 263 | 581 | 63,737 | (63,180 | ) | 557 | 38 | 234 | 272 | ||||||||||||||||||||||||||
Effective Tax Rate |
6.2 | % | 10.5 | % | 1716.6 | % | 11.3 | % | 1.8 | % | 10.1 | % | ||||||||||||||||||||||||
Net Earnings |
4,841 | 136 | 4,977 | (60,024 | ) | 64,388 | 4,364 | 2,031 | 402 | 2,433 | ||||||||||||||||||||||||||
% of net sales |
13.4 | % | 13.7 | % | -157.3 | % | 11.4 | % | 5.9 | % | 7.0 | % |
Reconciliation of non-GAAP financial measures (in thousands – unaudited), continued:
52 Weeks Ended March 1, 2015 |
52 Weeks Ended March 2, 2014 |
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GAAP |
Specials Items |
Before Special Items |
GAAP |
Specials Items |
Before Special Items |
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Selling, General & Administrative Expenses |
24,373 | (466 | ) | 23,907 | 25,168 | (981 | ) | 24,187 | ||||||||||||||||
% of net sales |
15.0 | % | 14.7 | % | 15.2 | % | 14.6 | % | ||||||||||||||||
Restructuring Charge |
1,179 | (1,179 | ) | - | 546 | (546 | ) | - | ||||||||||||||||
% of net sales |
0.7 | % | 0.0 | % | 0.3 | % | 0.0 | % | ||||||||||||||||
Earnings from Operations |
23,401 | 1,645 | 25,046 | 22,386 | 1,527 | 23,913 | ||||||||||||||||||
% of net sales |
14.4 | % | 15.5 | % | 13.5 | % | 14.4 | % | ||||||||||||||||
Earnings before Income Taxes |
22,790 | 1,645 | 24,435 | 22,082 | 1,527 | 23,609 | ||||||||||||||||||
% of net sales |
14.1 | % | 15.1 | % | 13.3 | % | 14.2 | % | ||||||||||||||||
Income Tax Provision |
2,747 | 684 | 3,431 | 64,411 | (60,999 | ) | 3,412 | |||||||||||||||||
Effective Tax Rate |
12.1 | % | 14.0 | % | 291.7 | % | 14.5 | % | ||||||||||||||||
Net Earnings |
20,043 | 961 | 21,004 | (42,329 | ) | 62,526 | 20,197 | |||||||||||||||||
% of net sales |
12.4 | % | 13.0 | % | -25.5 | % | 12.2 | % |
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