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):  May 12, 2022

PARK AEROSPACE CORP.

	(Exact Name of Registrant as 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    

Not Applicable

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 May 12, 2022 reporting its results of operations for its 2022 fiscal year fourth quarter and its full fiscal year ended February 27, 2022.

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 May 12, 2022

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 12, 2022	By:	/s/ P. Matthew Farabaugh
	Name:	P. Matthew Farabaugh
	Title:	Senior Vice President and Chief
		Financial Officer

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EX-99.1

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 FOURTH QUARTER

AND FISCAL YEAR RESULTS

Newton, Kansas, Thursday, May 12, 2022…..Park Aerospace Corp. (NYSE-PKE) reported results for the 2022 fiscal year fourth quarter and year ended February 27, 2022. As previously reported, Park completed the sale of its Electronics Business to AGC Inc. on December 4, 2018. Therefore, costs relating to the Electronics Business are reported as discontinued operations. Continuing operations discussed below refer to Park’s Aerospace Business unless otherwise indicated.

The Company will conduct a conference call to discuss its financial results and other matters at 11:00 a.m. EDT today. A live audio webcast of the event, along with presentation materials, will be available at https://edge.media-server.com/mmc/p/9mg76pan at 11:00 a.m. EDT today. The presentation materials will also be available at approximately 9:00 a.m. EDT today 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 from continuing operations of $12,502,000 for the 2022 fiscal year fourth quarter ended February 27, 2022 compared to $14,441,000 for the 2021 fiscal year fourth quarter ended February 28, 2021 and $13,864,000 for the 2022 fiscal year third quarter ended August 29, 2021. Park’s net sales from continuing operations for the fiscal year ended February 27, 2022 were $53,578,000 compared to $46,276,000 for the fiscal year ended February 28, 2021. Net earnings from continuing operations for the 2022 fiscal year fourth quarter were $1,956,000 compared to $1,032,000 for the 2021 fiscal year fourth quarter and $1,741,000 for the 2022 fiscal year third quarter. Net earnings from continuing operations were $8,464,000 for the current year compared to $5,192,000 for last fiscal year.

Net earnings from continuing operations before special items for the 2022 fiscal year fourth quarter were $2,018,000 compared to $2,335,000 for the 2021 fiscal year fourth quarter and $1,754,000 for the 2022 fiscal year third quarter. Net earnings from continuing operations before special items for the fiscal year ended February 27, 2022 were $8,723,000 compared to $6,495,000 for last fiscal year.

Adjusted EBITDA from continuing operations for the 2022 fiscal year fourth quarter was $3,083,000 compared to $3,257,000 for the 2021 fiscal year fourth quarter and $2,670,000 for the 2022 fiscal year third quarter. Adjusted EBITDA from continuing operations for the 2022 fiscal year was $13,089,000 compared to $8,419,000 for the prior fiscal year.

The Company recorded pretax restructuring charges of $62,000 in the 2022 fiscal year fourth quarter and $13,000 in the 2022 fiscal year third quarter, primarily for the costs in connection with exiting the Park Aerospace Technologies Asia Pte. Ltd. idle facility in Singapore. In the 2021 fiscal year fourth quarter, the Company recorded a pretax restructuring charge of $1,570,000 primarily for the impairment of assets at its Park Aerospace Technologies Asia Pte. Ltd facility in Singapore.

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Park reported basic and diluted earnings per share from continuing operations of $0.10 for the 2022 fiscal year fourth quarter compared to basic and diluted earnings per share from continuing operations of $0.05 for the 2021 fiscal year fourth quarter and basic earnings per share from continuing operations of $0.09 and diluted earnings per share from continuing operations of $0.08 for the 2022 fiscal year third quarter. Basic and diluted earnings per share from continuing operations before special items were $0.10 for the 2022 fiscal fourth quarter compared to $0.11 for the 2021 fiscal year fourth quarter and $0.09 for the 2022 fiscal year third quarter.

Park reported basic and diluted earnings per share from continuing operations of $0.41 for the 2022 fiscal year compared to $0.25 for the 2021 fiscal year. Basic earnings per share from continuing operations before special items were $0.43 and diluted earnings per share from continuing operations before special items were $0.42 for the 2022 fiscal year compared to basic and diluted earnings per share from continuing operations before special items of $0.32 for the 2021 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 (800) 799-7117 in the United States and Canada, and (213) 217-9330 in other countries. The required passcode for attendance by phone is 2749196.

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 Wednesday, May 18, 2022. The conference call replay will be available at https://edge.media-server.com/mmc/p/9mg76pan and on the Company’s website at www.parkaerospace.com under “Investor Conference Calls” on the “Shareholders” page. 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 2749196.

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 restructuring charges. Accordingly, in addition to disclosing its operating results determined in accordance with GAAP, Park discloses non-GAAP measures, including Adjusted 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 ongoing, 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 Adjusted 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.

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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									52 Weeks Ended
	February 27, 2022			February 28, 2021			November 28, 2021			February 27, 2022			February 28, 2021
Sales	$	12,502		$	14,441		$	13,864		$	53,578		$	46,276
Net Earnings before Special Items1	$	2,018		$	2,335		$	1,754		$	8,723		$	6,495
Special Items, Net of Tax:
Restructuring Charges		(62	)		(1,303	)		(13	)		(259	)		(1,303	)
Net Earnings from Continuing Operations	$	1,956		$	1,032		$	1,741		$	8,464		$	5,192
Loss from Discontinued Operations, Net of Tax	$	-		$	-		$	-		$	-		$	(328	)
Net Earnings	$	1,956		$	1,032		$	1,741		$	8,464		$	4,864
Basic Earnings per Share:
Basic Earnings before Special Items1	$	0.10		$	0.11		$	0.09		$	0.43		$	0.32
Special Items:
Restructuring Charges		-			(0.06	)		-			(0.02	)		(0.07	)
Basic Earnings per Share from Continuing Operations	$	0.10		$	0.05		$	0.09		$	0.41		$	0.25
Basic Loss per Share from Discontinued Operations		-			-			-			-			(0.01	)
Basic Earnings per Share	$	0.10		$	0.05		$	0.09		$	0.41		$	0.24
Diluted Earnings before Special Items1	$	0.10		$	0.11		$	0.09		$	0.42		$	0.32
Special Items:
Restructuring Charges		-			(0.06	)		(0.01	)		(0.01	)		(0.07	)
Diluted Earnings per Share from Continuing Operations	$	0.10		$	0.05		$	0.08		$	0.41		$	0.25
Diluted Loss per Share from Discontinued Operations		-			-			-			-			(0.01	)
Diluted Earnings per Share	$	0.10		$	0.05		$	0.08		$	0.41		$	0.24
Weighted Average Shares Outstanding:
Basic		20,458			20,382			20,450			20,422			20,387
Diluted		20,508			20,587			20,503			20,551			20,478

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

5

Comparative balance sheets (in thousands):

	February 27, 2022		February 28, 2021
Assets	(unaudited)
Current Assets
Cash and Marketable Securities	$	110,361	$	116,542
Accounts Receivable, Net		8,339		7,633
Inventories		4,657		4,794
Prepaid Expenses and Other Current Assets		3,082		3,372
Total Current Assets		126,439		132,341
Fixed Assets, Net		24,333		21,130
Operating Right-of-use Assets		203		103
Other Assets		9,912		9,938
Total Assets	$	160,887	$	163,512
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable	$	2,534	$	3,300
Accrued Liabilities		1,494		1,708
Operating Lease Liability		53		33
Income Taxes Payable		2,211		2,952
Total Current Liabilities		6,292		7,993
Long-term Operating Lease Liability		174		86
Non-current Income Taxes Payable		12,621		14,303
Deferred Income Taxes		1,671		778
Other Liabilities		4,497		4,411
Total Liabilities		25,255		27,571
Shareholders’ Equity		135,632		135,941
Total Liabilities and Shareholders' Equity	$	160,887	$	163,512
Additional information
Equity per Share	$	6.63	$	6.67

6

Comparative statements of operations (in thousands – unaudited):

	13 Weeks Ended									52 Weeks Ended
	February 27, 2022			February 28, 2021			November 28, 2021			February 27, 2022			February 28, 2021
Net Sales	$	12,502		$	14,441		$	13,864		$	53,578		$	46,276
Cost of Sales		8,304			10,115			10,028			35,661			33,085
Gross Profit		4,198			4,326			3,836			17,917			13,191
% of net sales		33.6	%		30.0	%		27.7	%		33.4	%		28.5	%
Selling, General & Administrative Expenses		1,520			1,395			1,593			6,249			6,113
% of net sales		12.2	%		9.7	%		11.5	%		11.7	%		13.2	%
Restructuring Charges		62			1,570			13			259			1,570
Earnings from Continuing Operations		2,616			1,361			2,230			11,409			5,508
Interest and Other Income:
Interest Income		89			207			80			375			1,777
Earnings from Continuing Operations before Income Taxes		2,705			1,568			2,310			11,784			7,285
Income Tax Provision		749			536			569			3,320			2,093
Net Earnings from Continuing Operations		1,956			1,032			1,741			8,464			5,192
% of net sales		15.6	%		7.1	%		12.6	%		15.8	%		11.2	%
Loss from Discontinued Operations, Net of Tax		-			-			-			-			(328	)
Net Earnings	$	1,956		$	1,032		$	1,741		$	8,464		$	4,864
% of net sales		15.6	%		7.1	%		12.6	%		15.8	%		10.5	%

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

	13 Weeks Ended February 27, 2022									13 Weeks Ended February 28, 2021									13 Weeks Ended November 28, 2021
	GAAP			Specials Items			Before Special Items			GAAP			Specials Items			Before Special Items			GAAP			Specials Items			Before Special Items
Restructuring Charges		62			(62	)		-			1,570			(1,570	)		-			13			(13	)		-
% of net sales		0.5	%					0.0	%		10.9	%					0.0	%		0.1	%					0.0	%
Earnings from Continuing Operations		2,616			62			2,678			1,361			1,570			2,931			2,230			13			2,243
% of net sales		20.9	%					21.4	%		9.4	%					20.3	%		16.1	%					16.2	%
Interest Income		89			-			89			207			-			207			80			-			80
% of net sales		0.7	%					0.7	%		1.4	%					1.4	%		0.6	%					0.6	%
Earnings from Continuing Operations before Income Taxes		2,705			62			2,767			1,568			1,570			3,138			2,310			13			2,323
% of net sales		21.6	%					22.1	%		10.9	%					21.7	%		16.7	%					16.8	%
Income Tax Provision		749			-			749			536			267			803			569			-			569
Effective Tax Rate		27.7	%					27.1	%		34.2	%					25.6	%		24.6	%					24.5	%
Net Earnings from Continuing Operations		1,956			62			2,018			1,032			1,303			2,335			1,741			13			1,754
% of net sales		15.6	%					16.1	%		7.1	%					16.2	%		12.6	%					12.7	%
Loss from Discontinued Operations		-						-			-						-			-			-			-
% of net sales		0.0	%					0.0	%		0.0	%					0.0	%		0.0	%					0.0	%
Net Earnings		1,956			62			2,018			1,032			1,303			2,335			1,741			13			1,754
% of net sales		15.6	%					16.1	%		7.1	%					16.2	%		12.6	%					12.7	%
Net Earnings								2,018									2,335									1,754
Addback Discontinued Operations and non-cash expenses:
Loss from Discontinued Operations								-									-									-
Income Tax Provision								749									803									569
Interest Income								(89	)								(207	)								(80	)
Depreciation								331									277									354
Stock Option Expense								74									49									73
Adjusted EBITDA from Continuing Operations								3,083									3,257									2,670

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

	52 Weeks Ended February 27, 2022									52 Weeks Ended February 28, 2021
	GAAP			Specials Items			Before Special Items			GAAP			Specials Items			Before Special Items
Restructuring Charge		259			(259	)		-			1,570			(1,570	)		-
% of net sales		0.5	%					0.0	%		3.4	%					0.0	%
Earnings from Continuing Operations		11,409			259			11,668			5,508			1,570			7,078
% of net sales		21.3	%					21.8	%		11.9	%					15.3	%
Interest Income		375						375			1,777			-			1,777
% of net sales		0.7	%					0.7	%		3.8	%					3.8	%
Earnings from Continuing Operations before Income Taxes		11,784			259			12,043			7,285			1,570			8,855
% of net sales		22.0	%					22.5	%		15.7	%					19.1	%
Income Tax Provision		3,320			-			3,320			2,093			267			2,360
Effective Tax Rate		28.2	%					27.6	%		28.7	%					26.7	%
Net Earnings from Continuing Operations		8,464			259			8,723			5,192			1,303			6,495
% of net sales		15.8	%					16.3	%		11.2	%					14.0	%
Loss from Discontinued Operations		-			-			-			(328	)		-			(328	)
% of net sales		0.0	%					0.0	%		-0.7	%					-0.7	%
Net Earnings		8,464			259			8,723			4,864			1,303			6,167
% of net sales		15.8	%					16.3	%		10.5	%					13.3	%
Net Earnings								8,723									6,167
Addback Discontinued Operations and non-cash expenses:
Loss from Discontinued Operations								-									328
Income Tax Provision								3,320									2,360
Interest Income								(375	)								(1,777	)
Depreciation								1,136									1,150
Stock Option Expense								285									191
Adjusted EBITDA from Continuing Operations								13,089									8,419

9

XML

Document And Entity Information	May 12, 2022
Document Information [Line Items]
Entity, Registrant Name	PARK AEROSPACE CORP.
Document, Type	8-K
Document, Period End Date	May 12, 2022
Entity, Incorporation, State or Country Code	NY
Entity, File Number	1-4415
Entity, Tax Identification Number	11-1734643
Entity, Address, Address Line One	1400 Old Country Road
Entity, Address, City or Town	Westbury
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	11590
City Area Code	631
Local Phone Number	465-3600
Title of 12(b) Security	Common Stock
Trading Symbol	PKE
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000076267