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 22, 2018      

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. [    ]

Item2.02 Results of Operations and Financial Condition.

Park Electrochemical Corp. (the "Company") issued a news release on June 22, 2018 reporting its results of operations for its 2019 fiscal year first quarter ended May 27, 2018.

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 June 22, 2018

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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 ELECTROCHEMICAL CORP.
Date: June 22, 2018	By:	/s/ P. Matthew Farabaugh
	Name:	P. Matthew Farabaugh
	Title:	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Number Exhibit	Description	Page
99.1	News Release dated June 22, 2018	5

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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, Friday, June 22, 2018…..Park Electrochemical Corp. (NYSE-PKE) reported net sales of $31,102,000 for the 2019 fiscal year’s first quarter ended May 27, 2018 compared to net sales of $27,417,000 for the 2018 fiscal year’s first quarter ended May 28, 2017 and net sales of $27,804,000 for the 2018 fiscal year’s fourth quarter ended February 25, 2018. Net earnings for the 2019 fiscal year’s first quarter were $3,168,000 compared to $1,394,000 for the 2018 fiscal year’s first quarter and $17,965,000 for the 2018 fiscal year’s fourth quarter.

Park reported net earnings before special items of $3,373,000 for the 2019 fiscal year’s first quarter compared to net earnings before special items of $2,484,000 for the 2018 fiscal year’s first quarter and net earnings before special items of $1,972,000 for the 2018 fiscal year’s fourth quarter. In the 2019 fiscal year’s first quarter, the Company recorded pre-tax restructuring charges of $183,000 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 pre-tax advisory fees of $120,000. 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 electronics Business Units in California, and Arizona and the closure of the facility in Newburgh and recorded a one-time litigation expense of $375,000. In the 2018 fiscal year’s fourth quarter, the Company recorded a one-time tax benefit of $17,802,000 related to the Tax Cuts and Jobs Act enacted in December 2017, pre-tax restructuring charges of $287,000, a pre-tax loss on the sales of marketable securities of $1,342,000, pre-tax deferred financing costs of $144,000 related to the early termination of the HSBC Bank Credit Agreement, a pre-tax stock option modification charge of $513,000 and pre-tax advisory fees of $162,000.

Park reported basic and diluted earnings per share of $0.16 for the 2019 fiscal year’s first quarter compared to basic and diluted earnings per share of $0.07 for the 2018 fiscal year’s first quarter and basic earnings per share of $0.89 and diluted earnings per share of $0.88 for the 2018 fiscal year’s fourth quarter. Basic and diluted earnings per share before special items were $0.17 for the 2019 fiscal year’s first quarter compared to $0.12 for the 2018 fiscal year’s first quarter and $0.10 for the 2018 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 9843689.

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 Thursday, June 28, 2018. 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 9843689 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.

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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 benefits, restructuring charges, losses on sales of marketable securities, deferred financing charges stock option modification charges, pre-tax litigation expenses and strategic evaluation advisory fees. 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

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

	13 Weeks Ended
	May 27, 2018			May 28, 2017			February 25, 2018
Sales	$	31,102		$	27,417		$	27,804
Net Earnings before Special Items1	$	3,373		$	2,484		$	1,972
Special Items, net of Tax:
One-time Litigation Expense		-			(235	)		-
Strategic Evaluation Advisory Fees		(81	)		-			(102	)
Stock Option Modification		-			-			(322	)
Restructuring Charges		(124	)		(855	)		(180	)
Loss on Sale of Marketable Securities		-			-			(1,114	)
Acceleration of Deferred Financing Costs		-			-			(91	)
Tax Cut and Jobs Act		-			-			17,802
Net Earnings	$	3,168		$	1,394		$	17,965
Basic Earnings per Share:
Basic Earnings before Special Items1	$	0.17		$	0.12		$	0.10
Special Items:
One-time Litigation Expense		-			(0.01	)		-
Strategic Evaluation Advisory Fees		-			-			(0.01	)
Stock Option Modification		-			-			(0.02	)
Restructuring Charges		(0.01	)		(0.04	)		(0.01	)
Loss on Sale of Marketable Securities		-			-			(0.05	)
Acceleration of Deferred Financing Costs		-			-			-
Tax Cut and Jobs Act		-			-			0.88
Basic Earnings per Share	$	0.16		$	0.07		$	0.89
Diluted Earnings before Special Items1	$	0.17		$	0.12		$	0.10
Special Items:
One-time Litigation Expense		-			(0.01	)		-
Strategic Evaluation Advisory Fees		-			-			(0.01	)
Stock Option Modification		-			-			(0.02	)
Restructuring Charges		(0.01	)		(0.04	)		(0.02	)
Loss on Sale of Marketable Securities		-			-			(0.05	)
Acceleration of Deferred Financing Costs		-			-			-
Tax Cut and Jobs Act		-			-			0.88
Diluted Earnings per Share	$	0.16		$	0.07		$	0.88
Weighted Average Shares Outstanding:
Basic		20,242			20,235			20,238
Diluted		20,296			20,244			20,311

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

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Comparative balance sheets (in thousands):

	May 27, 2018		February 25, 2018
	(unaudited)
Assets
Current Assets
Cash and Marketable Securities	$	106,051	$	108,231
Accounts Receivable, Net		21,296		19,762
Inventories		12,639		11,156
Prepaid Expenses and Other Current Assets		2,417		2,119
Total Current Assets		142,403		141,268
Fixed Assets, Net		15,830		16,532
Other Assets		11,223		11,223
Total Assets	$	169,456	$	169,023
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable	$	4,486	$	4,025
Accrued Liabilities		5,765		5,381
Income Taxes Payable		2,821		2,821
Total Current Liabilities		13,072		12,227
Noncurrent Income Taxes Payable		18,594		20,364
Deferred Income Taxes		628		628
Other Liabilities		543		543
Total Liabilities		32,837		33,762
Shareholders’ Equity		136,619		135,261
Total Liabilities and Shareholders' Equity	$	169,456	$	169,023
Additional information
Equity per Share	$	6.75	$	6.68

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Comparative statements of operations (in thousands – unaudited): 

	13 Weeks Ended
	May 27, 2018			May 28, 2017			February 25, 2018
Net Sales	$	31,102		$	27,417		$	27,804
Cost of Sales		22,594			21,095			20,914
Gross Profit		8,508			6,322			6,890
% of net sales		27.4	%		23.1	%		24.8	%
Selling, General & Administrative Expenses		4,819			4,727			5,404
% of net sales		15.5	%		17.2	%		19.4	%
Restructuring Charges		183			1,361			287
Earnings from Operations		3,506			234			1,199
Interest:
Interest Income		340			749			441
Loss on Sale of Marketable Securities		-			-			(1,342	)
Interest Expense		-			510			467
Net Interest and Other Income/(Expense)		340			239			(1,368	)
Earnings/(Loss) before Income Taxes		3,846			473			(169	)
Income Tax Provision/(Benefit)		678			(921	)		(18,134	)
Net Earnings	$	3,168		$	1,394		$	17,965

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

	13 Weeks Ended May 27, 2018							13 Weeks Ended May 28, 2017							13 Weeks Ended February 25, 2018
	GAAP		Specials Items			Before Special Items		GAAP		Specials Items			Before Special Items		GAAP		Specials Items			Before Special Items
Selling, General & Administrative Expenses	$	4,819	$	(120	)	$	4,699	$	4,727	$	(375	)	$	4,352	$	5,404	$	(675	)	$	4,729
% of net sales		15.5%					15.1%		17.2%					15.9%		19.4%					17.0%
Restructuring Charges		183		(183	)		-		1,361		(1,361	)		-		287		(287	)		-
% of net sales		0.6%					0.0%		5.0%					0.0%		1.0%					0.0%
Earnings from Operations		3,506		303			3,809		234		1,736			1,970		1,199		962			2,161
% of net sales		11.3%					12.2%		0.9%					7.2%		4.3%					7.8%
Interest Income		340		-			340		749		-			749		441		-			441
% of net sales		1.1%					1.1%		2.7%					2.7%		1.6%					1.6%
Loss on Sale of Marketable Securities		-		-			-		-					-		(1,342)		1,342			-
% of net sales		0.0%					0.0%		0.0%					0.0%		-4.8%					0.0%
Interest Expense		-		-			-		510		-			510		467		(144	)		323
% of net sales		0.0%					0.0%		1.9%					1.9%		1.7%					1.2%
Net Interest and Other Income/(Expense)		340		-			340		239		-			239		(1,368)		1,486			118
% of net sales		1.1%					1.1%		0.9%					0.9%		-4.9%					0.4%
Earnings/(Loss) before Income Taxes		3,846		303			4,149		473		1,736			2,209		(169)		2,448			2,279
% of net sales		12.4%					13.3%		1.7%					8.1%		-0.6%					8.2%
Income Tax Provision/(Benefit)		678		98			776		(921)		646			(275)		(18,134)		18,441			307
Effective Tax Rate		17.6%					18.7%		-194.7%					-12.4%		10730.2%					13.5%
Net Earnings		3,168		205			3,373		1,394		1,090			2,484		17,965		(15,993	)		1,972
% of net sales		10.2%					10.8%		5.1%					9.1%		64.6%					7.1%

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