8-K

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): June 28, 2017

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.)
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)) 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 Electrochemical Corp. (the "Company") issued a news release on June 28, 2017 reporting its results of operations for its 2018 fiscal year first quarter ended May 28, 2017.

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.

(d)              Exhibits.

  99.1 News Release dated June 28, 2018

 2

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.

Date: June 28, 2017     PARK ELECTROCHEMICAL CORP.   By: /s/ P. Matthew Farabaugh                  Name: P. Matthew Farabaugh Title:  Senior Vice President and Chief  Financial Officer

3 

 EXHIBIT INDEX

Number Exhibit	Description	Page
99.1	News Release dated June 28, 2017	5

4

EX-99.1

Exhibit 99.1

 

	NEWS RELEASE
Contact: Martina Bar Kochva	48 South Service Road
	Melville, NY 11747
	(631) 465-3600

PARK ELECTROCHEMICAL CORP. REPORTS FIRST QUARTER RESULTS

Melville, New York, Wednesday, June 28, 2017…..Park Electrochemical Corp. (NYSE-PKE) reported net sales of $27,417,000 for the 2018 fiscal year’s first quarter ended May 28, 2017 compared to net sales of $31,490,000 for the 2017 fiscal year’s first quarter ended May 29, 2016 and net sales of $27,599,000 for the 2017 fiscal year’s fourth quarter ended February 26, 2017. Net earnings for the 2018 fiscal year’s first quarter were $1,394,000 compared to $2,950,000 for the 2017 fiscal year’s first quarter and $2,477,000 for the 2017 fiscal year’s fourth quarter.

Park reported net earnings before special items of $2,484,000 for the 2018 fiscal year’s first quarter compared to net earnings before special items of $2,993,000 for the 2017 fiscal year’s first quarter and net earnings before special items of $2,548,000 for the 2017 fiscal year’s fourth quarter. In the 2018 fiscal year’s first quarter, the Company recorded pre-tax restructuring charges of $1,361,000 related to the consolidation of its Nelco Products, Inc. electronics Business Unit located in Fullerton, California, and its Neltec Inc. electronics Business Unit located in Tempe, Arizona, and the closure in fiscal year 2009 of its New England Laminates Co., Inc. facility located in Newburgh, New York and recorded a one-time litigation expense of $375,000. In the 2017 fiscal year’s first quarter, the Company recorded pre-tax restructuring charges of $70,000 in connection with the Newburgh facility closure. In the 2017 fiscal year’s fourth quarter, the Company recorded pre-tax restructuring charges of $107,000 in connection with the Newburgh facility closure.

Park reported basic and diluted earnings per share of $0.07 for the 2018 fiscal year’s first quarter compared to $0.15 for the 2017 fiscal year’s first quarter and $0.12 for the 2017 fiscal year’s fourth quarter. Basic and diluted earnings per share before special items were $0.12 for the 2018 fiscal year’s first quarter compared to $0.15 for the 2017 fiscal year’s first quarter and $0.13 for the 2017 fiscal year’s fourth quarter.

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 42205115.

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, July 4, 2017. 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 42205115 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.

5 

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 restructuring and deferred financing charges. Accordingly, in addition to disclosing its operating 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 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 principally for the telecommunications and internet infrastructure, enterprise and military/aerospace markets. The Company’s manufacturing facilities are located in Kansas, Singapore, France, 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

 6

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

	13 Weeks Ended
	May 28, 2017			May 29, 2016			February 26, 2017
Sales	$	27,417		$	31,490		$	27,599
Net Earnings before Special Items1	$	2,484		$	2,993		$	2,548
Special Items, net of Tax:
Restructuring Charges		(855	)		(43	)		(71	)
One-time Litigation Expense		(235	)		-			-
Net Earnings	$	1,394		$	2,950		$	2,477
Basic and Diluted Earnings per Share:
Basic Earnings before Special Items1	$	0.12		$	0.15		$	0.13
Special Items:
Restructuring Charges		(0.04	)		-			(0.01	)
One-time Litigation Expense		(0.01	)		-			-
Basic Earnings (Loss) per Share	$	0.07		$	0.15		$	0.12
Diluted Earnings before Special Items1	$	0.12		$	0.15		$	0.13
Special Items:
Restructuring Charges		(0.04	)		-			(0.01	)
One-time Litigation Expense		(0.01	)		-			-
Diluted Earnings (Loss) per Share	$	0.07		$	0.15		$	0.12
Weighted Average Shares Outstanding:
Basic		20,235			20,235			20,235
Diluted		20,244			20,235			20,253

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

Comparative balance sheets (in thousands):

	May 28, 2017		February 26, 2017
	(unaudited)
Assets
Current Assets
Cash and Marketable Securities	$	237,800	$	238,590
Accounts Receivable, Net		17,705		17,238
Inventories		10,908		11,105
Prepaid Expenses and Other Current Assets		2,532		2,197
Total Current Assets		268,945		269,130
Fixed Assets, Net		17,947		18,638
Restricted Cash		10,000		10,000
Other Assets		10,814		10,810
Total Assets	$	307,706	$	308,578
Liabilities and Shareholders' Equity
Current Liabilities
Current Portion of Long-Term Debt	$	3,500	$	3,500
Accounts Payable		3,619		4,183
Accrued Liabilities		5,250		3,417
Income Taxes Payable		2,894		3,023
Total Current Liabilities		15,263		14,123
Long-Term Debt		67,750		68,500
Deferred Income Taxes		42,088		42,088
Other Liabilities		353		1,041
Total Liabilities		125,454		125,752
Shareholders’ Equity		182,252		182,826
Total Liabilities and Shareholders' Equity	$	307,706	$	308,578
Additional information
Equity per Share	$	9.01	$	9.04
Total Cash, Restricted Cash and Marketable Securities	$	247,800	$	248,590

 7

Comparative statements of operations (in thousands – unaudited):

	13 Weeks Ended
	May 28, 2017			May 29, 2016			February 26, 2017
Net Sales	$	27,417		$	31,490		$	27,599
Cost of Sales		21,095			22,703			20,213
Gross Profit		6,322			8,787			7,386
% of net sales		23.1	%		27.9	%		26.8	%
Selling, General & Administrative Expenses		4,727			5,337			4,688
% of net sales		17.2	%		16.9	%		17.0	%
Restructuring Charges		1,361			70			107
Earnings from Operations		234			3,380			2,591
Interest:
Interest Income		749			378			527
Interest Expense		510			333			422
Net Interest Income		239			45			105
Earnings before Income Taxes		473			3,425			2,696
Income Tax (Benefit)/Provision		(921	)		475			219
Net Earnings	$	1,394		$	2,950		$	2,477

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

	13 Weeks Ended May 28, 2017									13 Weeks Ended May 29, 2016									13 Weeks Ended February 26, 2017
	GAAP			Specials Items			Before Special Items			GAAP			Specials Items			Before Special Items			GAAP			Specials Items			Before Special Items
Selling, General & Administrative Expenses	$	4,727		$	(375	)	$	4,352		$	5,337		$	-		$	5,337		$	4,688		$	-		$	4,688
% of net sales		17.2	%					15.9	%		16.9	%					16.9	%		17.0	%					17.0	%
Restructuring Charges		1,361			(1,361	)		-			70			(70	)		-			107			(107	)		-
% of net sales		5.0	%					0.0	%		0.2	%					0.0	%		0.4	%					0.0	%
Earnings from Operations		234			1,736			1,970			3,380			70			3,450			2,591			107			2,698
% of net sales		0.9	%					7.2	%		10.7	%					11.0	%		9.4	%					9.8	%
Earnings before Income Taxes		473			1,736			2,209			3,425			70			3,495			2,696			107			2,803
% of net sales		1.7	%					8.1	%		10.9	%					11.1	%		9.8	%					10.2	%
Income Tax (Benefit)/Provision		(921	)		646			(275	)		475			27			502			219			36			255
Effective Tax Rate		-194.7	%					-12.4	%		13.9	%					14.4	%		8.1	%					9.1	%
Net Earnings		1,394			1,090			2,484			2,950			43			2,993			2,477			71			2,548
% of net sales		5.1	%					9.1	%		9.4	%					9.5	%		9.0	%					9.2	%

 8