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):         January 3, 2019

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 January 3, 2019 reporting its results of operations for its 2019 fiscal year third quarter ended November 25, 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 8.01 Other Events.

Special Dividend

On January 2, 2019, the Board of Directors of the Company declared a special cash dividend of $4.25 per share payable on February 26, 2019 to shareholders of record at the close of business on February 5, 2019. The Special cash dividend will be funded from the Company’s cash balances.

Item 9.01        Financial Statements and Exhibits.

(d)     Exhibits.

   99.1 News Release dated January 3, 2019

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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: January 3, 2019	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 January 3, 2019	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 THIRD QUARTER RESULTS

AND

DECLARES SPECIAL CASH DIVIDEND

THIRD QUARTER RESULTS

Melville, New York, Thursday, January 3, 2019…..Park Electrochemical Corp. (NYSE-PKE) reported results for the 2019 fiscal year’s third quarter ended November 25, 2018. 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 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.

Continuing Operations:

Park reported net sales from continuing operations of $12,853,000 for the 2019 fiscal year third quarter ended November 25, 2018 compared to net sales from continuing operations of $10,229,000 for the 2018 fiscal year third quarter ended November 26, 2017 and net sales from continuing operations of $11,211,000 for the 2019 fiscal year second quarter ended August 26, 2018. Park’s net sales from continuing operations for the nine months ended November 25, 2018 were $34,457,000 compared to net sales from continuing operations of $30,310,000 for the nine months ended November 26, 2017.

Net earnings from continuing operations for the 2019 fiscal year third quarter were $2,078,000 compared to $344,000 for the 2018 fiscal year third quarter and $1,824,000 for the 2019 fiscal year second quarter. The 2019 fiscal year second quarter net earnings included a one-time tax benefit of $788,000 related to the Tax Cuts and Jobs Act enacted in December 2017. Net earnings from continuing operations were $4,718,000 for the current year’s first nine months compared to $1,275,000 for last year’s first nine months. The current year’s first nine months net earnings included the $788,000 one-time tax benefit mentioned above.

Pre-tax earnings from continuing operations were $2,694,000 for the 2019 fiscal year third quarter compared to pre-tax earnings from continuing operations of $501,000 for the 2018 fiscal year third quarter and $1,386,000 for the 2019 fiscal year second quarter. Pre-tax earnings from continuing operations were $5,171,000 for the nine months ended November 25, 2018 compared to pre-tax earnings from continuing operations of $1,713,000 for last fiscal year’s first nine months.

Park reported basic and diluted earnings per share from continuing operations of $0.10 for the 2019 fiscal year third quarter compared to $0.02 for the 2018 fiscal year third quarter and $0.09 for the 2019 fiscal year second quarter. Basic and diluted earnings per share from continuing operations before special items were $0.10 for the 2019 fiscal year third quarter compared to $0.02 for the 2018 fiscal year third quarter and $0.05 for the 2019 fiscal year second quarter.

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Park reported basic and diluted earnings per share from continuing operations of $0.23 for the 2019 fiscal year’s first nine months compared to $0.06 for the 2018 fiscal year’s first nine months. Basic and diluted earnings per share from continuing operations before special items were $0.19 for the 2019 fiscal year’s first nine months compared to $0.06 for 2018 fiscal year’s first nine months.

SPECIAL CASH DIVIDEND

Park announced that its Board of Directors has declared a special cash dividend of $4.25 per share payable February 26, 2019 to shareholders of record at the close of business on February 5, 2019. The total amount of this special dividend will be approximately $86 million.

Including this special dividend and the regular quarterly dividend of $0.10 per share payable February 5, 2019 to shareholders of record on January 2, 2019, the Company has paid a total of approximately $506 million, or $24.75 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 and the required passcode is 6898105.

For those unable to listen to the call live, a conference call replay will be available from approximately 2:00 p.m. EST today through 11:59 p.m. EST on Wednesday, January 9, 2019. 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 6898105 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 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 and facility closure costs, and 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 an Aerospace Company which 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 patented composite Sigma Strut and Alpha Strut 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.parkelectro.com

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

	13 Weeks Ended						39 Weeks Ended
	November 25, 2018		November 26, 2017		August 26, 2018		November 25, 2018		November 26, 2017
Sales	$	12,853	$	10,229	$	11,211	$	34,457	$	30,310
Net Earnings before Special Items1	$	2,078	$	344	$	1,036	$	3,930	$	1,275
Special Items, Net of Tax:
Tax Cut and Jobs Act		-		-		788		788		-
Net Earnings from Continuing Operations	$	2,078	$	344	$	1,824	$	4,718	$	1,275
Earnings from Discontinued Operations, Net of Tax	$	1,613	$	372	$	876	$	4,841	$	1,355
Net Earnings	$	3,691	$	716	$	2,700	$	9,559	$	2,630
Basic Earnings per Share:
Basic Earnings before Special Items1	$	0.10	$	0.02	$	0.05	$	0.19	$	0.06
Special Items:
Tax Cut and Jobs Act		-		-		0.04		0.04		-
Basic Earnings per Share from Continuing Operations	$	0.10	$	0.02	$	0.09	$	0.23	$	0.06
Basic Earnings per Share from Discontinued Operations		0.08		0.02		0.04		0.24		0.07
Basic Earnings per Share	$	0.18	$	0.04	$	0.13	$	0.47	$	0.13
Diluted Earnings before Special Items1	$	0.10	$	0.02	$	0.05	$	0.19	$	0.06
Special Items:
Tax Cut and Jobs Act		-		-		0.04		0.04		-
Diluted Earnings per Share from Continuing Operations	$	0.10	$	0.02	$	0.09	$	0.23	$	0.06
Diluted Earnings per Share from Discontinued Operations		0.08		0.02		0.04		0.24		0.07
Diluted Earnings per Share	$	0.18	$	0.04	$	0.13	$	0.47	$	0.13
Weighted Average Shares Outstanding:
Basic		20,278		20,237		20,253		20,258		20,236
Diluted		20,352		20,261		20,382		20,343		20,252

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

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Comparative balance sheets (in thousands):

	November 25, 2018		February 25, 2018
Assets	(unaudited)		(Note 1)
Current Assets
Cash and Marketable Securities	$	112,386	$	108,231
Accounts Receivable, Net		5,864		6,961
Inventories		4,577		3,955
Prepaid Expenses and Other Current Assets		1,503		1,473
Current Assets - Discontinued Operations		23,110		20,648
Total Current Assets		147,440		141,268
Fixed Assets, Net		8,888		9,805
Other Assets		10,202		10,188
Non Current Assets - Discontinued Operations		11,409		11,799
Total Assets	$	177,939	$	173,060
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable	$	1,709	$	1,825
Accrued Liabilities		1,461		1,022
Income Taxes Payable		1,539		1,456
Current Liabilities - Discontinued Operations		9,511		7,924
Total Current Liabilities		14,220		12,227
Noncurrent Income Taxes Payable		18,594		20,364
Deferred Income Taxes		3,107		4,047
Other Liabilities		1,060		314
Noncurrent Liabilities - Discontinued Operations		847		847
Total Liabilities		37,828		37,799
Shareholders’ Equity		140,111		135,261
Total Liabilities and Shareholders' Equity	$	177,939	$	173,060
Additional information
Equity per Share	$	6.91	$	6.68

(Note 1) - These amounts have not been audited and are based on the audited financial statements.

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Comparative statements of operations (in thousands – unaudited):

	13 Weeks Ended									39 Weeks Ended
	November 25, 2018			November 26, 2017			August 26, 2018			November 25, 2018			November 26, 2017
Net Sales	$	12,853		$	10,229		$	11,211		$	34,457		$	30,310
Cost of Sales		8,569			7,264			8,066			24,176			21,840
Gross Profit		4,284			2,965			3,145			10,281			8,470
% of net sales		33.3	%		29.0	%		28.1	%		29.8	%		27.9	%
Selling, General & Administrative Expenses		1,983			2,509			2,116			6,200			7,189
% of net sales		15.4	%		24.5	%		18.9	%		18.0	%		23.7	%
Earnings from Operations		2,301			456			1,029			4,081			1,281
Interest:
Interest Income		393			734			357			1,090			2,234
Interest Expense		-			689			-			-			1,802
Net Interest and Other Income		393			45			357			1,090			432
Earnings before Income Taxes		2,694			501			1,386			5,171			1,713
Income Tax Provision/(Benefit)		616			157			(438	)		453			438
Net Earnings from continuing operations		2,078			344			1,824			4,718			1,275
% of net sales		16.2	%		3.4	%		16.3	%		13.7	%		4.2	%
Earnings from discontinued operations, net of tax		1,613			372			876			4,841			1,355
Net Earnings	$	3,691		$	716		$	2,700		$	9,559		$	2,630
% of net sales		28.7	%		7.0	%		24.1	%		27.7	%		8.7	%

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

	13 Weeks Ended November 25, 2018									13 Weeks Ended November 26, 2017								13 Weeks Ended August 26, 2018
	GAAP			Specials Items			Before Special Items			GAAP			Specials Items		Before Special Items			GAAP			Specials Items			Before Special Items
Earnings from Operations		2,301			-			2,301			456			-		456			1,029			-			1,029
% of net sales		17.9	%					17.9	%		4.5	%				4.5	%		9.2	%					9.2	%
Interest Income		393			-			393			734			-		734			357			-			357
% of net sales		3.1	%					3.1	%		7.2	%				7.2	%		3.2	%					3.2	%
Interest Expense		-			-			-			689			-		689			-			-			-
% of net sales		0.0	%					0.0	%		6.7	%				6.7	%		0.0	%					0.0	%
Net Interest and Other Income		393			-			393			45			-		45			357			-			357
% of net sales		3.1	%					3.1	%		0.4	%				0.4	%		3.2	%					3.2	%
Earnings before Income Taxes		2,694			-			2,694			501			-		501			1,386			-			1,386
% of net sales		21.0	%					21.0	%		4.9	%				4.9	%		12.4	%					12.4	%
Income Tax Provision/(Benefit)		616						616			157			-		157			(438	)		788			350
Effective Tax Rate		22.9	%					22.9	%		31.3	%				31.3	%		-31.6	%					25.3	%
Net Earnings from continuing operations		2,078			-			2,078			344			-		344			1,824			(788	)		1,036
% of net sales		16.2	%					16.2	%		3.4	%				3.4	%		16.3	%					9.2	%
Earnings from discontinued operations		1,613			(1,565	)		48			372			415		787			876			336			1,212
% of net sales		12.5	%					0.4	%		3.6	%				7.7	%		7.8	%					10.8	%
Net Earnings		3,691			(1,565	)		2,126			716			415		1,131			2,700			(452	)		2,248
% of net sales		28.7	%					16.5	%		7.0	%				11.1	%		24.1	%					20.1	%

	39 Weeks Ended November 25, 2018									39 Weeks Ended November 26, 2017
	GAAP			Specials Items			Before Special Items			GAAP			Specials Items		Before Special Items
Earnings from Operations		4,081			-			4,081			1,281			-		1,281
% of net sales		11.8	%					11.8	%		4.2	%				4.2	%
Interest Income		1,090						1,090			2,234			-		2,234
% of net sales		3.2	%					3.2	%		7.4	%				7.4	%
Interest Expense		-			-			-			1,802			-		1,802
% of net sales		0.0	%					0.0	%		5.9	%				5.9	%
Net Interest and Other Income		1,090			-			1,090			432			-		432
% of net sales		3.2	%					3.2	%		1.4	%				1.4	%
Earnings before Income Taxes		5,171			-			5,171			1,713			-		1,713
% of net sales		15.0	%					15.0	%		5.7	%				5.7	%
Income Tax Provision		453			788			1,241			438			-		438
Effective Tax Rate		8.8	%					24.0	%		25.6	%				25.6	%
Net Earnings from continuing operations		4,718			(788	)		3,930			1,275			-		1,275
% of net sales		13.7	%					11.4	%		4.2	%				4.2	%
Earnings from discontinued operations		4,841			(1,026	)		3,815			1,355			3,328		4,683
% of net sales		14.0	%					11.1	%		4.5	%				15.5	%
Net Earnings		9,559			(1,814	)		7,745			2,630			3,328		5,958
% of net sales		27.7	%					22.5	%		8.7	%				19.7	%

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