Form 8-K - Current report

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 9, 2024

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 January 9, 2024 reporting its results of operations for its 2024 fiscal year third quarter ended November 26, 2023.

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 January 9, 2024
	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: January 9, 2024	By:	/s/ P. Matthew Farabaugh
	Name:	P. Matthew Farabaugh
	Title:	Senior Vice President and Chief
		Financial Officer

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 THIRD QUARTER RESULTS

Newton, Kansas, Tuesday, January 9, 2024…..Park Aerospace Corp. (NYSE-PKE) reported results for the 2024 fiscal year third quarter ended November 26, 2023. The Company will conduct a conference call to discuss its financial results and other matters at 5:00 p.m. EST today. A live audio webcast of the event, along with presentation materials, will be available at https://edge.media-server.com/mmc/p/on4ziexw at 5:00 p.m. EST today. The presentation materials will also be available at approximately 4:15 p.m. EST 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.

Park reported net sales of $11,639,000 for the 2024 fiscal year third quarter ended November 26, 2023 compared to $13,867,000 for the 2023 fiscal year third quarter ended November 27, 2022 and $12,481,000 for the 2024 fiscal year second quarter ended August 27, 2023. Park’s net sales for the nine months ended November 26, 2023 were $39,671,000 compared to $40,525,000 for the nine months ended November 27, 2022. Net earnings for the 2024 fiscal year third quarter were $1,203,000 compared to $2,230,000 for the 2023 fiscal year third quarter and $1,746,000 for the 2024 fiscal year second quarter. Net earnings were $4,803,000 for the current year’s first nine months compared to $6,025,000 for last year’s first nine months.

Net earnings before special items for the 2024 fiscal year third quarter were $1,203,000 compared to $2,383,000 for the 2023 fiscal year third quarter and $1,746,000 for the 2024 fiscal year second quarter. Net earnings before special items for the nine months ended November 26, 2023 were $5,356,000 compared to $6,178,000 for last fiscal year’s first nine months.

Adjusted EBITDA for the 2024 fiscal year third quarter was $1,808,000 compared to $3,321,000 for the 2023 fiscal year third quarter and $2,669,000 for the 2024 fiscal year second quarter. Adjusted EBITDA for the current year’s first nine months was $7,788,000 compared to $8,834,000 for last year’s first nine months.

During the 2024 fiscal year’s first nine months, the Company recorded $570,000 of pre-tax activist shareholder defense costs, $65,000 of pre-tax losses on sales of investments to fund the $1.00 per share special dividend paid on April 6, 2023 to shareholders of record on March 9, 2023 and a $109,000 pre-tax charge for the modification of previously granted stock options in connection with the special dividend in the 2024 fiscal year second quarter. During the prior year, the Company recorded $153,000 of additional tax expense for tax deductions becoming unavailable related to stock options expiring unexercised in the 2023 fiscal year third quarter and first nine months.

Park reported basic and diluted earnings per share of $0.06 for the 2024 fiscal year third quarter compared to $0.11 for the 2023 fiscal year third quarter and $0.09 for the 2024 fiscal year second quarter. Basic and diluted earnings per share before special items were $0.06 for the 2024 fiscal year third quarter compared to $0.12 for the 2023 fiscal year third quarter and $0.09 for the 2024 fiscal year second quarter.

Park reported basic and diluted earnings per share of $0.24 for the 2024 fiscal year’s first nine months compared to $0.29 for the 2023 fiscal year’s first nine months. Basic and diluted earnings per share before special items were $0.26 for the 2024 fiscal year’s first nine months compared to $0.30 for the 2023 fiscal year’s first nine months.

The Company will conduct a conference call to discuss its financial results at 5:00 p.m. EST today. Forward-looking and other material information may be discussed in this conference call. The conference call dial-in number is (877) 407-3982 in the United States and Canada, and (201) 493-6780 in other countries. The required passcode for attendance by phone is 13743214.

For those unable to listen to the call live, a conference call replay will be available from approximately 8:00 p.m. EST today through 11:59 p.m. EST on Tuesday, January 16, 2024. The conference call replay will be available at https://edge.media-server.com/mmc/p/on4ziexw 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 (844) 512-2921 in the United States and Canada, and (412) 317-6671 in other countries. The required passcode for accessing the replay by phone is 13743214.

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 activist shareholder defense costs, losses on sales of investments and charges for modification of previously granted stock options. 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 on-going, 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 (Aeroadhere®) and lightning strike protection materials (Electroglide®). 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.

Additional corporate information is available on the Company’s web site at www.parkaerospace.com

-2-

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

	13 Weeks Ended							39 Weeks Ended

	November 26, 2023		November 27, 2022			August 27, 2023		November 26, 2023			November 27, 2022
Sales	$	11,639	$	13,867		$	12,481	$	39,671		$	40,525

Net Earnings before Special Items¹	$	1,203	$	2,383		$	1,746	$	5,356		$	6,178
Special Items, Net of Tax:
Activist Shareholder Defense Costs		-		-			-		(424	)		-
Stock Option Modification		-		-			-		(81	)		-
Loss on Sale of Marketable Securities		-		-			-		(48	)		-
Tax Impact of Cancelled Stock Options		-		(153	)		-		-			(153	)

Net Earnings	$	1,203	$	2,230		$	1,746	$	4,803		$	6,025

Basic Earnings per Share:
Basic Earnings before Special Items¹	$	0.06	$	0.12		$	0.09	$	0.26		$	0.30
Special Items:
Activist Shareholder Defense Costs		-		-			-		(0.02	)		-
Stock Option Modification		-		-			-		-			-
Loss on Sale of Marketable Securities		-		-			-		-			-
Tax Impact of Cancelled Stock Options		-		(0.01	)		-		-			(0.01	)

Basic Earnings per Share	$	0.06	$	0.11		$	0.09	$	0.24		$	0.29



Diluted Earnings before Special Items¹	$	0.06	$	0.12		$	0.09	$	0.26		$	0.30
Special Items:
Activist Shareholder Defense Costs		-		-			-		(0.02	)		-
Stock Option Modification		-		-			-		-			-
Loss on Sale of Marketable Securities		-		-			-		-			-
Tax Impact of Cancelled Stock Options		-		(0.01	)		-		-			(0.01	)

Diluted Earnings per Share	$	0.06	$	0.11		$	0.09	$	0.24		$	0.29

Weighted Average Shares Outstanding:
Basic		20,250		20,471			20,256		20,323			20,463
Diluted		20,355		20,510			20,338		20,406			20,506

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

-3-

Comparative balance sheets (in thousands):

	November 26, 2023		February 26, 2023
	(unaudited)
Assets
Current Assets
Cash and Marketable Securities	$	73,989	$	105,440
Accounts Receivable, Net		9,897		9,989
Inventories		7,421		6,768
Prepaid Expenses and Other Current Assets		2,463		2,844
Total Current Assets		93,770		125,041

Fixed Assets, Net		23,747		24,251
Operating Right-of-use Assets		109		150
Other Assets		9,881		9,891
Total Assets	$	127,507	$	159,333

Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable	$	1,110	$	4,545
Accrued Liabilities		1,587		1,346
Dividend Payable		-		20,471
Operating Lease Liability		53		53
Income Taxes Payable		3,679		2,171
Total Current Liabilities		6,429		28,586

Long-term Operating Lease Liability		94		129
Non-current Income Taxes Payable		5,259		10,938
Deferred Income Taxes		1,897		1,995
Other Liabilities		1,843		1,751
Total Liabilities		15,522		43,399

Shareholders’ Equity		111,985		115,934

Total Liabilities and Shareholders' Equity	$	127,507	$	159,333

Additional information
Equity per Share	$	5.53	$	5.66

-4-

Comparative statements of operations (in thousands – unaudited):

	13 Weeks Ended									39 Weeks Ended

	November 26, 2023			November 27, 2022			August 27, 2023			November 26, 2023			November 27, 2022

Net Sales	$	11,639		$	13,867		$	12,481		$	39,671		$	40,525

Cost of Sales		8,470			9,423			8,402			27,590			27,903

Gross Profit		3,169			4,444			4,079			12,081			12,622
% of net sales		27.2	%		32.0	%		32.7	%		30.5	%		31.1	%

Selling, General & Administrative Expenses		1,804			1,523			1,853			6,272			4,888
% of net sales		15.5	%		11.0	%		14.8	%		15.8	%		12.1	%

Earnings from Operations		1,365			2,921			2,226			5,809			7,734

Interest and Other Income:
Interest Income		261			299			139			724			653

Earnings from Operations before Income Taxes		1,626			3,220			2,365			6,533			8,387

Income Tax Provision		423			990			619			1,730			2,362

Net Earnings	$	1,203		$	2,230		$	1,746		$	4,803		$	6,025
% of net sales		10.3	%		16.1	%		14.0	%		12.1	%		14.9	%

-5-

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

	13 Weeks Ended November 26, 2023								13 Weeks Ended November 27, 2022									13 Weeks Ended August 27, 2023
	GAAP			Special Items		Before Special Items			GAAP			Special Items			Before Special Items			GAAP			Special Items		Before Special Items

Selling, General & Administrative Expenses	$	1,804		$	-	$	1,804		$	1,523		$	-		$	1,523		$	1,853		$	-	$	1,853
% of net sales		15.5	%				15.5	%		11.0	%					11.0	%		14.8	%				14.8	%

Earnings from Operations		1,365			-		1,365			2,921			-			2,921			2,226			-		2,226
% of net sales		11.7	%				11.7	%		21.1	%					21.1	%		17.8	%				17.8	%

Interest Income		261			-		261			299			-			299			139			-		139
% of net sales		2.2	%				2.2	%		2.2	%					2.2	%		1.1	%				1.1	%

Earnings before Income Taxes		1,626			-		1,626			3,220			-			3,220			2,365			-		2,365
% of net sales		14.0	%				14.0	%		23.2	%					23.2	%		18.9	%				18.9	%

Income Tax Provision		423			-		423			990			(153	)		837			619			-		619
Effective Tax Rate		26.0	%				26.0	%		30.7	%					26.0	%		26.2	%				26.2	%

Net Earnings		1,203			-		1,203			2,230			153			2,383			1,746			-		1,746
% of net sales		10.3	%				10.3	%		16.1	%					17.2	%		14.0	%				14.0	%


Net Earnings Before Special Items							1,203									2,383								1,746
Addback non-cash expenses:
Income Tax Provision							423									837								619
Interest Income							(261	)								(299	)							(139	)
Depreciation							340									305								339
Stock Option Expense							103									95								104
Adjusted EBITDA							1,808									3,321								2,669

-6-

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

	39 Weeks Ended November 26, 2023									39 Weeks Ended November 27, 2022
	GAAP			Special Items			Before Special Items			GAAP			Special Items			Before Special Items
Selling, General & Administrative Expenses	$	6,272		$	(679	)	$	5,593		$	4,888		$	-		$	4,888
% of net sales		15.8	%					14.1	%		12.1	%					12.1	%

Earnings from Operations		5,809			679			6,488			7,734			-			7,734
% of net sales		14.6	%					16.4	%		19.1	%					19.1	%

Interest Income		724			65			789			653			-			653
% of net sales		1.8	%					2.0	%		1.6	%					1.6	%

Earnings before Income Taxes		6,533			744			7,277			8,387			-			8,387
% of net sales		16.5	%					18.3	%		20.7	%					20.7	%

Income Tax Provision		1,730			191			1,921			2,362			(153	)		2,209
Effective Tax Rate		26.5	%					26.4	%		28.2	%					26.3	%

Net Earnings		4,803			553			5,356			6,025			153			6,178
% of net sales		12.1	%					13.5	%		14.9	%					15.2	%


Net Earnings Before Special Items								5,356									6,178
Addback non-cash expenses:
Income Tax Provision								1,921									2,209
Interest Income								(789	)								(653	)
Depreciation								984									826
Stock Option Expense								316									274
Adjusted EBITDA								7,788									8,834

-7-

Document And Entity Information	Jan. 09, 2024
Document Information [Line Items]
Entity, Registrant Name	PARK AEROSPACE CORP.
Document, Type	8-K
Document, Period End Date	Jan. 09, 2024
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

Park Aerospace (NYSE:PKE)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024

Click aqui para mais gráficos Park Aerospace.

Park Aerospace (NYSE:PKE)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024

Dados

Notícias

Ferramentas

Mercados

Comunidade

Hot Features

Follow Feed

Fluxo de Opções

Monitor

PKE Park Aerospace Corp

Notícias Park Aerospace Corp

Seu Histórico Recente

Empresa

Negócios

Popular

Obter o aplicativo

Tendências Agora

Rankings