10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 30, 2015

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to__________

Commission file number    1-4415

PARK ELECTROCHEMICAL CORP.

(Exact Name of Registrant as Specified in Its Charter)

New York	11-1734643
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
48 South Service Road, Melville, N.Y.	11747
(Address of Principal Executive Offices)	(Zip Code)

                  (631) 465-3600                    

(Registrant's Telephone Number, Including Area Code)

                  Not Applicable                    

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☒ Non-Accelerated Filer ☐ Smaller Reporting Company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 20,253,471as of October 5, 2015.

1

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION:	Page Number
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets August 30, 2015 (Unaudited) and March 1, 2015	3
	Consolidated Statements of Operations 13 weeks and 26 weeks ended August 30, 2015 and August 31, 2014 (Unaudited)	4
	Consolidated Statements of Comprehensive Earnings 13 weeks and 26 weeks ended August 30, 2015 and August 31, 2014 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows 26 weeks ended August 30, 2015 and August 31, 2014 (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
	Factors That May Affect Future Results	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II.	OTHER INFORMATION:
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	27
Item 6.	Exhibits	27
SIGNATURES		28
EXHIBIT INDEX		29

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PART I. FINANCIAL INFORMATION

Item I.     Financial Statements.

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

	August 30, 2015 (unaudited)			March 01, 2015*
ASSETS
Current assets:
Cash and cash equivalents	$	89,379		$	141,538
Marketable securities (Note 3)		140,084			130,595
Accounts receivable, less allowance for doubtful accounts of $400 and $396, respectively		21,921			21,431
Inventories (Note 4)		14,050			14,439
Prepaid expenses and other current assets		5,472			5,256
Total current assets		270,906			313,259
Property, plant and equipment, net		23,030			26,537
Goodwill and other intangible assets		9,840			9,840
Restricted cash (Note 5)		25,000			-
Other assets		1,370			1,046
Total assets	$	330,146		$	350,682
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt (Note 5)	$	12,500		$	10,000
Accounts payable		8,315			6,882
Accrued liabilities		5,284			4,767
Income taxes payable		3,289			4,141
Current deferred income taxes		65			3,934
Total current liabilities		29,453			29,724
Long-term debt (Note 5)		76,500			84,000
Deferred income taxes		47,164			54,155
Other liabilities		1,204			1,204
Total liabilities		154,321			169,083
Commitments and contingencies (Note 12)
Shareholders' equity:
Common stock		2,096			2,096
Additional paid in capital		165,710			164,819
Retained earnings		21,290			16,048
Accumulated other comprehensive earnings		1,486			1,468
		190,582			184,431
Less treasury stock, at cost		(14,757	)		(2,832	)
Total shareholders' equity		175,825			181,599
Total liabilities and shareholders' equity	$	330,146		$	350,682

*The balance sheet at March 1, 2015 has been derived from the audited financial statements at that date.

See Notes to Consolidated Financial Statements (Unaudited).

3

PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts)

	13 Weeks Ended (Unaudited)				26 Weeks Ended (Unaudited)
	August 30,		August 31,		August 30,		August 31,
	2015		2014		2015		2014
Net sales	$	37,947	$	42,349	$	75,776	$	91,166
Cost of sales		27,586		30,178		54,048		62,066
Gross profit		10,361		12,171		21,728		29,100
Selling, general and administrative expenses		5,009		6,252		10,810		12,848
Restructuring charges (Note 7)		91		83		215		350
Earnings from operations		5,261		5,836		10,703		15,902
Interest expense (Note 5)		356		360		725		713
Interest and other income		317		226		582		373
Earnings before income taxes		5,222		5,702		10,560		15,562
Income tax provision (Note 10)		653		747		1,214		2,391
Net earnings	$	4,569	$	4,955	$	9,346	$	13,171
Earnings per share (Note 8):
Basic earnings per share	$	0.23	$	0.24	$	0.46	$	0.63
Basic weighted average shares		20,337		20,925		20,442		20,902
Diluted earnings per share	$	0.23	$	0.24	$	0.46	$	0.63
Diluted weighted average shares		20,340		21,029		20,453		21,008
Dividends declared per share	$	0.10	$	0.10	$	0.20	$	0.20

See Notes to Consolidated Financial Statements (Unaudited).

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PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Amounts in thousands)

	13 Weeks Ended (Unaudited)						26 Weeks Ended (Unaudited)
	August 30			August 31,			August 30			August 31,
	2015			2014			2015			2014
Net earnings	$	4,569		$	4,955		$	9,346		$	13,171
Other comprehensive (loss) earnings, net of tax:
Foreign currency translation		8			18			63			(76	)
Unrealized gains on marketable securities:
Unrealized holding gains arising during the period		14			-			29			22
Less: reclassification adjustment for gains included in net earnings		(3	)		-			(6	)		-
Unrealized losses on marketable securities:
Unrealized holding losses arising during the period		(128	)		(12	)		(71	)		(5	)
Less: reclassification adjustment for losses included in net earnings		3			-			3			-
Other comprehensive (loss) earnings		(106	)		6			18			(59	)
Total comprehensive earnings	$	4,463		$	4,961		$	9,364		$	13,112

See Notes to Consolidated Financial Statements (Unaudited).

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PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	26 Weeks Ended (Unaudited)
	August 30,			August 31,
	2015			2014
Cash flows from operating activities:
Net earnings	$	9,346		$	13,171
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		1,677			1,763
Stock-based compensation		841			605
Provision for deferred income taxes		(10,860	)		-
Amortization of bond premium		454			530
Changes in operating assets and liabilities		523			2,081
Net cash provided by operating activities		1,981			18,150
Cash flows from investing activities:
Purchase of property, plant and equipment		(226	)		(232	)
Proceeds from sales of property, plant and eqipment		2,026			-
Purchases of marketable securities		(49,388	)		(75,978	)
Proceeds from sales and maturities of marketable securities		39,005			41,936
Net cash used in investing activities		(8,583	)		(34,274	)
Cash flows from financing activities:
Dividends paid		(4,104	)		(4,179	)
Restricted cash (Note 5)		(25,000	)		-
Proceeds from exercise of stock options		50			1,580
Payments of long-term debt		(5,000	)		-
Purchase of treasury stock		(11,925	)		-
Net cash used in financing activities		(45,979	)		(2,599	)
Decrease in cash and cash equivalents before effect of exchange rate changes		(52,581	)		(18,723	)
Effect of exchange rate changes on cash and cash equivalents		422			12
Decrease in cash and cash equivalents		(52,159	)		(18,711	)
Cash and cash equivalents, beginning of period		141,538			133,150
Cash and cash equivalents, end of period	$	89,379		$	114,439
Supplemental cash flow information:
Cash paid during the period for income taxes, net of refunds	$	12,859		$	459
Cash paid during the period for interest	$	410		$	692

See Notes to Consolidated Financial Statements (Unaudited).

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PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except share (unless otherwise stated), per share and option amounts)

 1.    CONSOLIDATED FINANCIAL STATEMENTS

The condensed Consolidated Balance Sheet as of August 30, 2015 and the Consolidated Statements of Operations, the Consolidated Statements of Comprehensive Earnings and the Condensed Consolidated Statements of Cash Flows for the 13 weeks and 26 weeks ended August 30, 2015 and August 31, 2014 have been prepared by Park Electrochemical Corp. (the “Company”), without audit. In the opinion of management, these unaudited consolidated financial statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at August 30, 2015 and the results of operations and cash flows for all periods presented. The Consolidated Statements of Operations are not necessarily indicative of the results to be expected for the full fiscal year or any subsequent interim period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 1, 2015. There have been no significant changes to such accounting policies during the 26 weeks ended August 30, 2015.

2.     FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

Fair value measurements are broken down into three levels based on the reliability of inputs as follows:

Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic measures.

Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

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The fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable and current liabilities approximate their carrying value due to their short-term nature. Due to the variable interest rates periodically adjusting with the current LIBOR, the carrying value of outstanding borrowings under the Company’s long-term debt approximates its fair value. (See Note 5). Certain assets and liabilities of the Company are required to be recorded at fair value on either a recurring or non-recurring basis. On a recurring basis, the Company records its marketable securities at fair value using Level 1 or Level 2 inputs. (See Note 3).

The Company’s non-financial assets measured at fair value on a non-recurring basis include goodwill and any long-lived assets written down to fair value. To measure fair value of such assets, the Company uses Level 3 inputs consisting of techniques including an income approach and a market approach. The income approach is based on a discounted cash flow analysis and calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the discounted cash flow analysis require the exercise of significant judgment, including judgment about appropriate discount rates, terminal value, growth rates and the amount and timing of expected future cash flows. There were no transfers between levels within the fair value hierarchy during the 26 weeks ended August 30, 2015 and August 31, 2014. With respect to goodwill, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying value. If, based on that assessment, the Company believes it is more likely than not that the fair value is less than its carrying value, a two-step goodwill impairment test is performed. There have been no changes in events or circumstances which required impairment charges to be recorded during the 26 weeks ended August 30, 2015.

3.     MARKETABLE SECURITIES

All marketable securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses, net of tax, included in comprehensive earnings. Realized gains and losses, amortization of premiums and discounts, and interest and dividend income are included in interest and other income in the Consolidated Statements of Operations. The costs of securities sold are based on the specific identification method.

The following is a summary of available-for-sale securities:

	August 30, 2015
	Total		Level 1		Level 2		Level 3
U.S. Treasury and other government securities	$	108,384	$	108,384	$	-	$	-
U.S. corporate debt securities		31,700		31,700		-		-
Total marketable securities	$	140,084	$	140,084	$	-	$	-

	March 1, 2015
	Total		Level 1		Level 2		Level 3
U.S. Treasury and other government securities	$	119,493	$	119,493	$	-	$	-
U.S. corporate debt securities		11,102		7,084		4,018		-
Total marketable securities	$	130,595	$	126,577	$	4,018	$	-

8

At March 1, 2015, the Company’s Level 2 investments consisted of commercial paper which was not traded on a regular basis or in an active market and for which the Company was unable to obtain pricing information on an ongoing basis. Therefore, these investments were measured using quoted market prices for similar assets currently trading in an active market or using model-derived valuations in which all significant inputs are observable for substantially the full term of the asset.

The following table shows the amortized cost basis of, and gross unrealized gains and losses on, the Company’s available-for-sale securities:

	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses
August 30, 2015:
U.S. Treasury and other government securities	$	108,055	$	356	$	27
U.S. corporate debt securities		31,790		-		90
Total marketable securities	$	139,845	$	356	$	117
March 1, 2015:
U.S. Treasury and other government securities	$	119,191	$	314	$	12
U.S. corporate debt securities		11,097		5		-
Total marketable securities	$	130,288	$	319	$	12

The estimated fair values of such securities at August 30, 2015 by contractual maturity are shown below:

Due in one year or less	$	62,815
Due after one year through five years		77,269
	$	140,084

4.     INVENTORIES 

Inventories are stated at the lower of cost (first-in, first-out method) or market. The Company writes down its inventory for estimated obsolescence or unmarketability based upon the age of the inventory and assumptions about future demand for the Company's products and market conditions. Inventories consisted of the following:

	August 30,		March 1,
	2015		2015
Inventories:
Raw materials	$	7,468	$	7,376
Work-in-process		2,895		3,114
Finished goods		3,301		3,605
Manufacturing supplies		386		344
	$	14,050	$	14,439

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5.     LONG-TERM DEBT

On January 30, 2013, the Company entered into a five-year revolving credit facility agreement (the “Credit Agreement”) with PNC Bank, National Association (“PNC Bank”). The Credit Agreement provided for loans up to $52,000 (the “Facility”) to the Company and letters of credit up to $2,000 for the account of the Company. The Company borrowed $52,000 to finance a special dividend paid to shareholders of the Company in the 2013 fiscal year fourth quarter.

On February 12, 2014, the Company entered into a four-year amended and restated revolving credit facility agreement (the “Amended Credit Agreement”) with PNC Bank. The Amended Credit Agreement provides for loans up to $104,000 (the “Amended Facility”) to the Company and letters of credit up to $2,000 for the account of the Company. Through August 30, 2015, the Company has borrowed $52,000 to finance a special dividend paid to shareholders of the Company in the 2014 fiscal year fourth quarter and an additional $52,000 to continue the loan that was provided under the Credit Agreement, and PNC Bank has issued two standby letters of credit for the account of the Company in the total amount of $1,075 to secure the Company’s obligations under its workers’ compensation insurance program. During the 26 weeks ended August 30, 2015, the Company made a $5,000 principal payment in accordance with the Amended Credit Agreement. The remaining $89,000 outstanding borrowings under the Amended Credit Agreement are payable in two quarterly installments of $2,500 each, commencing in October 2015, and eight quarterly installments of $3,750 each, commencing in April 2016, with the remaining amount outstanding under the Amended Credit Agreement payable on February 12, 2018. The Amended Credit Agreement excludes a pre-payment penalty.

Borrowings under the Amended Facility bear interest at a rate equal to, at the Company’s option, either a (a) LIBOR rate option determined by a fluctuating rate per annum equal to the LIBOR Rate plus 1.10% or (b) base rate option determined by a fluctuating rate per annum equal to the highest of (i) the Federal Funds Open Rate (as defined in the Amended Credit Agreement) plus 0.5%, (ii) the Prime Rate (as defined in the Amended Credit Agreement), and (iii) the Daily LIBOR Rate (as defined in the Amended Credit Agreement) plus 1.0%. Under the Amended Credit Agreement, the Company also is obligated to pay a nonrefundable commitment fee, accruing from February 12, 2014 until the earlier of February 12, 2018 and the date on which the Amended Credit Agreement is terminated, equal to 0.20% per annum multiplied by the average daily difference between the amount of (a) the revolving credit commitment and (b) the revolving facility usage, payable quarterly in arrears.

The Amended Credit Agreement contains certain customary affirmative and negative covenants and customary financial covenants. On February 24, 2015, the Company and PNC Bank entered into an Amendment to the Amended Credit Agreement that modified certain covenants. The covenants under the Amended Credit Agreement at August 30, 2015, as amended by the February 24, 2015 Amendment to the Amended Credit Agreement, require the Company to (a) maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 at the end of each fiscal quarter, except for the fiscal quarters ending on May 31, 2015 and August 30, 2015 for which the ratio is 1.00 to 1.00, and (b) not exceed a maximum funded debt ratio of (i) 3.85 to 1.00 for the period March 2, 2015 through May 31, 2015, (ii) 3.55 to 1.00 for the period June 1, 2015 through August 30, 2015, (iii) 3.50 to 1.00 for the period August 31, 2015 through February 28, 2016, (iv) 3.00 to 1.00 for the period February 29, 2016 through February 26, 2017, and (v) 2.25 to 1.00 for all periods thereafter. In addition, the Company must maintain minimum domestic liquid assets of $25,000 in cash and marketable securities at all times, except for the period February 24, 2015 through May 30, 2015, and maintain a minimum quick ratio of (i) 6.50 to 1.00 for the period December 1, 2014 through November 27, 2016 and (ii) 3.00 to 1.00 for all periods thereafter. The dividend covenant permits the Company to pay regular quarterly dividends in amounts not exceeding $0.10 per share and an annual special dividend to shareholders in amounts ranging from $1.00 to $2.50 with prior written notification to PNC Bank. The Company’s obligations under the Amended Credit Agreement are guaranteed by its Nelco Products, Inc., Neltec, Inc. and Park Aerospace Technologies Corp. subsidiaries and secured by a pledge of 65% of the capital stock of the Company’s Nelco Products Pte. Ltd. subsidiary in Singapore. The minimum domestic liquid assets of $25,000, for required periods, are reflected as restricted cash on the Condensed Consolidated Balance Sheets.

10

The Amended Facility is available to (a) refinance the Credit Agreement, (b) support working capital and general corporate needs, including the issuance of letters of credit, (c) fund special distributions to the Company’s shareholders permitted under the Amended Facility and (d) finance ongoing capital expenditures and acquisitions. At August 30, 2015, $89,000 of indebtedness was outstanding under the Amended Credit Agreement with an interest rate of 1.37%. Interest expense recorded under the Amended Facility was $356 and $725 during the 13 weeks and 26 weeks, respectively, ended August 30, 2015 and $360 and $713 during the 13 weeks and 26 weeks, respectively, ended August 31, 2014, which is included in interest expense on the Consolidated Statements of Operations.

6.    STOCK-BASED COMPENSATION

As of August 30, 2015, the Company had a 2002 Stock Option Plan (the “Plan”), and no other stock-based compensation plan. The Plan has been approved by the Company’s shareholders and provides for the grant of stock options to directors and key employees of the Company. All options granted under the Plan have exercise prices equal to the fair market value of the underlying common stock of the Company at the time of grant, which, pursuant to the terms of the Plan, is the reported closing price of the common stock on the New York Stock Exchange on the date preceding the date the option is granted. Options granted under the Plan become exercisable 25% one year after the date of grant, with an additional 25% exercisable each succeeding anniversary of the date of grant, and expire 10 years after the date of grant.

During the 26 weeks ended August 30, 2015 the Company granted options to purchase 180,100 shares of common stock to certain of its employees. The future compensation expense to be recognized in earnings before income taxes was $1,171 and will be recorded on a straight-line basis over the remaining requisite service period. The weighted average fair value of the granted options was $7.43 per share using the Black-Scholes option pricing model with the following assumptions: risk free interest rates of 1.68% to 1.84%; expected volatility factors of 28.73% to 31.71%; expected dividend yields of 1.84% to 2.23%; and estimated option terms of 5.3 to 7.9 years.

The risk-free interest rates were based on U.S. Treasury rates at the date of grant with maturity dates approximately equal to the estimated term of the options at the date of the grant. Volatility factors were based on historical volatility of the Company’s common stock. The expected dividend yields were based on the regular quarterly cash dividend per share most recently declared by the Company and on the exercise price of the options granted during the 2016 fiscal year. The estimated terms of the options were based on evaluations of the historical and expected future employee exercise behavior.

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The following is a summary of option activity for the 26 weeks ended August 30, 2015:

	Outstanding Options			Weighted Average Exercise Price
Balance, March 1, 2015		966,692		$	22.55
Granted		180,100			21.52
Exercised		(2,500	)		19.91
Terminated or expired		(88,900	)		21.00
Balance, August 30, 2015		1,055,392		$	22.51
Vested and exercisable, August 30, 2015		619,980		$	22.41

7.    RESTRUCTURING CHARGES

During the 2013 fiscal year, the Company recorded restructuring charges of $2,730 related to the closure of the Company’s Nelco Technology (Zhuhai FTZ) Ltd. business unit located in Zhuhai, China. The charges included a non-cash asset impairment charge of $3,620 related to property, plant and equipment and were net of the recapture of a non-cash cumulative currency translation adjustment of $1,465. The reclassification of the non-cash cumulative currency translation adjustment was included in foreign currency translation charges in the Consolidated Statements of Comprehensive Earnings. The Nelco Technology (Zhuhai FTZ) Ltd. building was sold for $2,026 during the first quarter of the 2016 fiscal year. There was no gain or loss on the sale of the building, since the carrying value of the building was equal to the selling price. The Company paid $38 and $25 during the 13 weeks ended August 30, 2015 and August 31, 2014, respectively, and $75 and $131 during the 26 weeks ended August 30, 2015 and August 31, 2014, respectively, of additional pre-tax charges related to such closure.

The Company recorded additional restructuring charges of $53 and $59 during the 13 weeks ended August 30, 2015 and August 31, 2014, respectively, and $140 and $220 during the 26 weeks ended August 30, 2015 and August 31, 2014, respectively, related to the closure of the Company’s New England Laminates Co., Inc. business unit located in Newburgh, New York. The New England Laminates Co., Inc. building in Newburgh, New York is held for sale. In the 2004 fiscal year, the Company reduced the book value of the building to zero, and the Company intends to sell it during the 2016 fiscal year.

In the 2015 fiscal year third quarter, the Company recorded a $496 charge in connection with cost reduction initiatives in the United States. Through August 30, 2015, $454 of such charge were paid and the remaining balance of $42 is expected to be paid through December 2015.

8.     EARNINGS PER SHARE

Basic earnings per share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed by dividing net earnings by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b) the potentially dilutive securities outstanding during the period. Stock options are the only potentially dilutive securities; and the number of dilutive options is computed using the treasury stock method.

12

The following table sets forth the calculation of basic and diluted earnings per share:

	13 Weeks Ended				26 Weeks Ended
(Amounts in thousands, except per share amounts)	August 30, 2015		August 31, 2014		August 30, 2015		August 31, 2014
Net earnings	$	4,569	$	4,955	$	9,346	$	13,171
Weighted average common shares outstanding for basic EPS		20,337		20,925		20,442		20,902
Net effect of dilutive options		3		104		11		106
Weighted average shares outstanding for diluted EPS		20,340		21,029		20,453		21,008
Basic earnings per share	$	0.23	$	0.24	$	0.46	$	0.63
Diluted earnings per share	$	0.23	$	0.24	$	0.46	$	0.63

Potentially dilutive securities, which were not included in the computation of diluted earnings per share because either the effect would have been anti-dilutive or the options’ exercise prices were greater than the average market price of the common stock, were 926,000 and 28,000 for the 13 weeks ended August 30, 2015 and August 31, 2014, respectively, and 812,000 and 26,000 for the 26 weeks ended August 30, 2015 and August 31, 2014, respectively.

9.    SHAREHOLDERS’ EQUITY

During the 26 weeks ended August 30, 2015, the Company issued 2,500 shares pursuant to the exercises of stock options and received proceeds of $50 from such exercises and recognized stock-based compensation expense, net of recognized tax benefits, of $841. These transactions resulted in an $891 increase in additional paid-in capital during the period.

On January 8, 2015, the Company announced that its Board of Directors had authorized the Company’s purchase, on the open market and in privately negotiated transactions, of up to 1,250,000 shares of its common stock, representing 6% of the Company’s 20,945,634 total outstanding shares as of the close of business on January 7, 2015. This authorization supersedes all prior Board of Directors’ authorizations to purchase shares of the Company’s common stock.

Pursuant to the share purchase authorization announced on January 8, 2015, the Company purchased an aggregate of 581,032 shares during the 26 weeks ended August 30, 2015 at an average purchase price per share of $20.52 and an aggregate purchase price of $11,936, leaving 550,212 shares that may be purchased by the Company pursuant to the aforementioned share purchase authorization. The Company purchased 444,834 of such shares pursuant to a Rule 10b5-1 Stock Purchase Plans established by the Company on February 13, 2015, effective on March 9, 2015, and terminated by the Company on April 24, 2015 and on May 15, 2015, effective on May 18, 2015, and terminated by the Company on June 29, 2015. Additional purchases by the Company pursuant to the aforementioned share purchase authorization may occur from time to time in the future. As previously announced by the Company, shares purchased by the Company will be retained as treasury stock and will be available for use under the Company’s stock option plan and for other corporate purposes.

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10.   INCOME TAXES

The Company’s effective tax rates for the 13 weeks and 26 weeks ended August 30, 2015 were 12.5% and 11.5%, respectively, compared to 13.1% and 15.4%, respectively, for the 13 weeks and 26 weeks ended August 31, 2014. The lower effective tax rate for the 13 weeks ended August 30, 2015 was primarily due to higher portions of taxable income in jurisdictions with lower effective income tax rates and larger foreign tax incentives.

The Company continuously evaluates the liquidity and capital requirements of its operations in the United States and of its foreign operations. As a result of such evaluation during the 2014 fiscal year, the Company recorded a non-cash charge for the accrual of U.S. deferred income taxes in the amount of $63,958 on undistributed earnings of the Company’s subsidiary in Singapore. In the first quarter ended May 31, 2015, the Company repatriated $58,000 to the United States and paid income taxes of $10,682 to the respective tax authorities.

11.  GEOGRAPHIC REGIONS

The Company is a global advanced materials company which develops, manufactures, markets and sells high technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure and high-end computing markets and advanced composite materials, parts and assemblies and low- volume tooling for the aerospace markets. The Company’s products are sold to customers in North America, Asia and Europe. The Company’s manufacturing facilities are located in Singapore, France, Kansas, Arizona and California. The Company operates as a single operating segment, which is advanced materials for the electronics and aerospace markets, with common management and identical or very similar economic characteristics, products, raw materials, manufacturing processes and equipment, customers and markets, marketing, sales and distribution methods and regulatory environments. The chief operating decision maker reviews financial information on a consolidated basis.

Sales are attributed to geographic regions based upon the region in which the materials were delivered to the customer. Sales between geographic regions were not significant.

Financial information regarding the Company’s operations by geographic region is as follows:

	13 Weeks Ended				26 Weeks Ended
	August 30, 2015		August 31, 2014		August 30, 2015		August 31, 2014
Sales:
North America	$	21,329	$	19,289	$	39,645	$	40,584
Asia		14,557		20,402		31,790		44,899
Europe		2,061		2,658		4,341		5,683
Total sales	$	37,947	$	42,349	$	75,776	$	91,166

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	August 30, 2015		March 1, 2015
Long-lived assets:
North America	$	22,620	$	23,562
Asia		9,946		12,490
Europe		304		325
Total long-lived assets	$	32,870	$	36,377

12.  CONTINGENCIES

Litigation 

The Company is subject to a number of proceedings, lawsuits and other claims related to environmental, employment, product and other matters. The Company is required to assess the likelihood of any adverse judgments or outcomes in these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters. The Company believes that the ultimate disposition of such proceedings, lawsuits and claims will not have a material adverse effect on the Company’s liquidity, capital resources or business or its consolidated results of operations, cash flows or financial position.

Environmental Contingencies

The Company and certain of its subsidiaries have been named by the Environmental Protection Agency (the "EPA") or a comparable state agency under the Comprehensive Environmental Response, Compensation and Liability Act (the "Superfund Act") or similar state law as potentially responsible parties in connection with alleged releases of hazardous substances at four sites.

Under the Superfund Act and similar state laws, all parties who may have contributed any waste to a hazardous waste disposal site or contaminated area identified by the EPA or comparable state agency may be jointly and severally liable for the cost of cleanup. Generally, these sites are locations at which numerous persons disposed of hazardous waste. In the case of the Company's subsidiaries, generally the waste was removed from their manufacturing facilities and disposed at waste sites by various companies which contracted with the subsidiaries to provide waste disposal services. Neither the Company nor any of its subsidiaries have been accused of or charged with any wrongdoing or illegal acts in connection with any such sites. The Company believes it maintains an effective and comprehensive environmental compliance program.

The insurance carriers who provided general liability insurance coverage to the Company and its subsidiaries for the years during which the Company's subsidiaries' waste was disposed at these sites have in the past reimbursed the Company and its subsidiaries for 100% of their legal defense and remediation costs associated with three of these sites.

The total costs incurred by the Company and its subsidiaries in connection with these sites, including legal fees incurred by the Company and its subsidiaries and their assessed share of remediation costs and excluding amounts paid or reimbursed by insurance carriers, were $1 and $2 in the 13 weeks and 26 weeks, respectively, ended August 30, 2015 and $11 and $18 in the 13 weeks and 26 weeks, respectively, ended August 31, 2014. The Company had no recorded liabilities for environmental matters at August 30, 2015 or March 1, 2015.

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The Company does not record environmental liabilities and related legal expenses for which the Company believes that it and its subsidiaries have general liability insurance coverage for the years during which the Company's subsidiaries' waste was disposed at three sites for which certain subsidiaries of the Company have been named as potentially responsible parties. Pursuant to such general liability insurance coverage, two insurance carriers had been paying 100% of the legal defense and remediation costs associated with such three sites since 1985. In the 2012 fiscal year fourth quarter, one of such insurance carriers, which had been paying 45% of such legal defense and remediation costs, indicated that it no longer agreed to such percentage. As a result, the Company commenced litigation against such insurance carriers and a third insurance carrier. The three insurance carriers and the Company have settled this matter; and pursuant to the settlement agreement, the three insurance carriers are paying 100% of the Company’s legal defense and remediation costs associated with such three sites.

Included in selling, general and administrative expenses are charges for actual expenditures and accruals, based on estimates, for certain environmental matters described above. The Company accrues estimated costs associated with known environmental matters, when such costs can be reasonably estimated and when the outcome appears probable. The Company believes that the ultimate disposition of known environmental matters will not have a material adverse effect on the Company’s liquidity, capital resources or business or its consolidated results of operations, cash flows or financial position.

13.  ACCOUNTING PRONOUNCEMENTS

Recently Issued

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, intended to simplify the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation for debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcements at the June 2015 EITF Meeting. ASU 2015-15 amends Subtopic 835-30 to include that the SEC would not object to the deferral and presentation of debt issuance costs as an asset and subsequent amortization of debt issuance costs over the term of the line-of-credit arrangement, whether or not there are any outstanding borrowings on the line-of-credit arrangement. This guidance is effective for fiscal years (and interim reporting periods within fiscal years) beginning after December 15, 2015. The Company does not expect this guidance to have a material impact on its consolidated results of operations, cash flows, financial position or disclosures.

In May 2014, the FASB issued ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. This guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and expands the related disclosure requirements. The new standard was originally scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB delayed the effective date of this guidance for one year. With the delay, the new standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods therein, with an option to adopt the standard on the originally scheduled effective date. The Company is currently evaluating the impact that this new guidance may have on its consolidated financial statements.

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Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.

General:

Park Electrochemical Corp. (“Park” or the “Company”) is a global advanced materials company which develops, manufactures, markets and sells high-technology digital and RF/microwave printed circuit materials products principally for the telecommunications and internet infrastructure and high-end computing markets and advanced composite materials, parts and assemblies products and low-volume tooling for the aerospace markets. Park’s core capabilities are in the areas of polymer chemistry formulation and coating technology. The Company’s manufacturing facilities are located in Singapore, France, Kansas, Arizona and California. The Company also maintains research and development facilities in Arizona, Kansas and Singapore.

Financial Overview

The Company's total net sales worldwide in the 13 weeks and 26 weeks ended August 30, 2015 were 10% and 17% lower, respectively, than in the 13 weeks and 26 weeks ended August 31, 2014 principally as a result of lower sales of the Company’s printed circuit materials products in Asia, partially offset by higher sales of the Company’s aerospace composite materials, parts and assemblies. The Company’s higher sales in Asia in the first half of the 2015 fiscal year were the result of a spike in demand for the Company’s printed circuit materials products in Asia, which was caused by internet and telecommunications infrastructure build-out programs in developing countries. In addition, the original equipment manufacturers (“OEMs”) which manufacture equipment for these programs rapidly increased their inventory levels in excess of program demands. The Company’s total net sales worldwide in the 13 weeks ended August 30, 2015 were relatively flat compared to such sales in the 13 weeks ended May 31, 2015, which was the result of higher sales of the Company’s aerospace composite materials, parts and assemblies products in the 13 weeks ended August 30, 2015, offset by lower sales of the Company’s printed circuit materials products in Asia. The lower sales in Asia were primarily due to a slowdown in demand for the Company’s products which are used by OEMs in the manufacture of equipment for the internet and telecommunications infrastructure in developing countries.

The Company’s gross profit margins, measured as percentages of sales, decreased to 27.3% and 28.7%, respectively, in the 13 weeks and 26 weeks ended August 30, 2015 from 28.7% and 31.9%, respectively, in the 13 weeks and 26 weeks ended August 31, 2014 principally as a result of lower sales and production levels of its printed circuit materials products in Asia and North America combined with the fixed nature of certain overhead costs in the 13 weeks and 26 weeks ended August 30, 2015, which were partially offset by higher sales of its aerospace products, an improvement in its printed circuit materials production processes in North America, cost reduction initiatives and lower utility rates.

The Company’s earnings from operations and net earnings were 10% and 8% lower, respectively, in the 13 weeks ended August 30, 2015 than in last fiscal year’s comparable period primarily as a result of the aforementioned decrease in sales and reduction in the gross profit margin, partially offset by a 20% reduction in selling, general and administrative expenses. Earnings from operations in the 13 weeks ended August 30, 2015 included pre-tax restructuring charges of $91,000 in connection with the closure in fiscal year 2013 of the Nelco Technology (Zhuhai FTZ) Ltd. (“Nelco Zhuhai”) facility located in the Free Trade Zone in Zhuhai, China and the closure in fiscal year 2009 of the New England Laminates Co., Inc. facility located in Newburgh, New York. Earnings from operations in the 13 weeks ended August 31, 2014 included pre-tax restructuring charges of $83,000 related to the aforementioned facility closures.

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The Company’s earnings from operations and net earnings were 33% and 29% lower, respectively, in the 26 weeks ended August 30, 2015 than in last fiscal year’s comparable period primarily as a result of the aforementioned decrease in sales and reduction in the gross profit margin, partially offset by a 16% reduction in selling, general and administrative expenses. Earnings from operations in the 26 weeks ended August 30, 2015 included pre-tax restructuring charges of $215,000 in connection with aforementioned facility closures. Earnings from operations in the 26 weeks ended August 31, 2014 included pre-tax restructuring charges of $350,000 related to the aforementioned facility closures and a pre-tax charge of $260,000 included in selling, general and administrative expenses for additional fees incurred in connection with the 2014 fiscal year-end audit.

During the first quarter of the 2016 fiscal year, the Company sold the Nelco Zhuhai building in Zhuhai, China for $2.0 million. There was no gain or loss on the sale of the building, since the carrying value of the building was equal to the selling price.

During the first quarter of the 2016 fiscal year, the Company repatriated $58.0 million to the United States from its subsidiary in Singapore primarily to replenish domestic cash that was used to pay a special cash dividend of $1.50 per share in the fourth quarter of the 2015 fiscal year and to purchase 699,788 shares of the Company’s stock in the fourth quarter of the 2015 fiscal year and the first and second quarters of the 2016 fiscal year. The Company made tax payments of $10.7 million during the 2016 fiscal year first quarter in connection with such repatriation. The $58.0 million repatriation did not have an impact on the provision for income taxes during the 13 weeks or 26 weeks ended August 30, 2015, since the income taxes on the repatriation were previously accrued during the 2014 fiscal year fourth quarter.

The global markets for the Company’s products continue to be very difficult to forecast, and it is not clear to the Company what the demand for the Company’s products will be in the remainder of the 2016 fiscal year or beyond.

Results of Operations:

The following table provides the components of the consolidated statements of operations:

	13 Weeks Ended							26 Weeks Ended
	August 30,		August 31,		%			August 30,		August 31,		%
(amounts in thousands, except per share amounts)	2015		2014		Change			2015		2014		Change
Net sales	$	37,947	$	42,349		(10	)%	$	75,776	$	91,166		(17	)%
Cost of sales		27,586		30,178		(9	)%		54,048		62,066		(13	)%
Gross profit		10,361		12,171		(15	)%		21,728		29,100		(25	)%
Selling, general and administrative expenses		5,009		6,252		(20	)%		10,810		12,848		(16	)%
Restructuring charges		91		83		10	%		215		350		(39	)%
Earnings from operations		5,261		5,836		(10	)%		10,703		15,902		(33	)%
Interest expense		356		360		(1	)%		725		713		2	%
Interest income		317		226		40	%		582		373		56	%
Earnings before income taxes		5,222		5,702		(8	)%		10,560		15,562		(32	)%
Income tax provision		653		747		(13	)%		1,214		2,391		(49	)%
Net earnings	$	4,569	$	4,955		(8	)%	$	9,346	$	13,171		(29	)%
Earnings per share:
Basic earnings per share	$	0.23	$	0.24		(8	)%	$	0.46	$	0.63		(27	)%
Diluted earnings per share	$	0.23	$	0.24		(8	)%	$	0.46	$	0.63		(27	)%

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Net Sales

The Company’s total net sales worldwide in the 13 weeks and 26 weeks ended August 30, 2015 decreased to $37.9 million and $75.8 million, respectively, from $42.3 million and $91.2 million in the 13 weeks and 26 weeks, respectively, ended August 31, 2014, primarily as a result of lower sales of the Company’s printed circuit materials products in Asia, partially offset by higher sales of the Company’s aerospace composite materials, parts and assemblies products. The Company’s higher sales in Asia in the first half of the 2015 fiscal year were the result of a spike in demand for the Company’s printed circuit materials products in Asia, which was caused by internet and telecommunications infrastructure build-out programs in developing countries. In addition, the OEMs which manufacture equipment for these programs rapidly increased their inventory levels in excess of program demands.

The Company’s total net sales of its printed circuit materials products were $26.2 million and $54.3 million in the 13 weeks and 26 weeks, respectively, ended August 30, 2015, or 69% and 72%, respectively, of the Company’s total net sales worldwide in such periods, compared to $33.7 million and $73.6 million in the 13 weeks and 26 weeks, respectively, ended August 31, 2014, or 80% and 81%, respectively, of the Company’s total net sales worldwide in such periods. The Company’s total net sales of its aerospace composite materials, parts and assemblies products were $11.7 million and $21.5 million in the 13 weeks and 26 weeks, respectively, ended August 30, 2015, or 31% and 28%, respectively, of the Company’s total net sales worldwide in such periods, compared to $8.6 million and $17.6 million in the 13 weeks and 26 weeks, respectively, ended August 31, 2014, or 20% and 19%, respectively, of the Company’s total net sales worldwide in such periods.

The Company's foreign sales were $16.6 million and $36.1 million, respectively, during the 13 weeks and 26 weeks ended August 30, 2015, or 44% and 48%, respectively, of the Company's total net sales worldwide during such periods, compared with $23.1 million and $50.6 million, respectively, of foreign sales, or 54% and 55%, respectively, of total net sales worldwide during last fiscal year's comparable periods. The Company’s foreign sales during the 13-week and 26-week periods ended August 30, 2015 decreased 28% and 29%, respectively, from the 2015 fiscal year comparable periods. The decrease in the 13-week and 26-week periods was primarily due to the lower sales in Asia described above.

For the 13 weeks ended August 30, 2015, the Company’s sales in North America, Asia and Europe were 56%, 39% and 5%, respectively, of the Company’s total net sales worldwide compared to 46%, 48% and 6%, respectively, for the 13 weeks ended August 31, 2014. For the 26 weeks ended August 30, 2015, the Company’s sales in North America, Asia and Europe were 52%, 42% and 6%, respectively, of the Company’s total net sales worldwide compared to 45%, 49% and 6%, respectively, for the 26 weeks ended August 31, 2014. The Company’s sales in North America increased 11%, its sales in Asia decreased 29% and its sales in Europe decreased 22% in the 13-week period ended August 30, 2015 compared to the 13-week period ended August 31, 2014, and its sales in North America decreased 2%, its sales in Asia decreased 29% and its sales in Europe decreased 24% in the 26-week period ended August 30, 2015 compared to the 26-week period ended August 31, 2014.

During each of the 13 weeks and 26 weeks ended August 30, 2015, the Company’s total net sales worldwide of high performance printed circuit materials were 93% of the Company’s total net sales worldwide of printed circuit materials, compared to 92% and 93%, respectively, in the 13 weeks and 26 weeks ended August 31, 2014.

The Company’s high performance printed circuit materials (non-FR4 printed circuit materials) include high-speed, low-loss materials for digital and RF/microwave applications requiring lead-free compatibility and high bandwidth signal integrity, bismalimide triazine (“BT”) materials, polyimides for applications that demand extremely high thermal performance and reliability, cyanate esters, quartz reinforced materials, and polytetrafluoroethylene (“PTFE”) and modified epoxy materials for RF/microwave systems that operate at frequencies up to at least 79GHz.

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Gross Profit

The Company’s gross profits in the 13 weeks and 26 weeks ended August 30, 2015 were lower than its gross profits in the prior year’s comparable period, and the gross profits as percentages of sales for the Company’s worldwide operations in the 13 weeks and 26 weeks ended August 30, 2015 decreased to 27.3% and 28.7%, respectively, from 28.7% and 31.9%, respectively, in the 13 weeks and 26 weeks ended August 31, 2014 primarily due to lower sales and production levels of its printed circuit materials products in Asia and North America in the 2016 fiscal year periods combined with the fixed nature of certain overhead costs, which were partially offset by the higher sales of the Company’s aerospace products, an improvement in its printed circuit materials production processes in North America, cost reduction initiatives and lower utility rates.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by $1.2 million and by $2.0 million during the 13 weeks and 26 weeks, respectively, ended August 30, 2015, or by 20% and 16%, respectively, compared to last fiscal year's comparable periods, and these expenses, measured as percentages of sales, were 13.2% and 14.3%, respectively, in the 13 weeks and 26 weeks ended August 30, 2015 compared to 14.8% and 14.1%, respectively, in the 13 weeks and 26 weeks ended August 31, 2014. Selling, general and administrative expenses included stock option expenses of $422,000 and $841,000, respectively, for the 13 weeks and 26 weeks ended August 30, 2015, compared to stock option expenses of $304,000 and $605,000, respectively, for the 13 weeks and 26 weeks ended August 31, 2014.

The decrease in selling, general and administrative expenses in the 13 weeks ended August 30, 2015 was primarily the result of cost reduction initiatives, a decrease in incentive compensation expenses, favorable changes in foreign exchange rates and lower shipping expenses and legal fees. The decrease in selling, general and administrative expenses in the 26 weeks ended August 30, 2015 was primarily the result of cost reduction initiatives, decreases in shipping expenses and legal and professional fees, lower incentive compensation expenses and favorable foreign exchange rates.

Restructuring Charges

In the 13 weeks and 26 weeks ended August 30, 2015, the Company recorded pre-tax restructuring charges of $91,000 and $215,000, respectively, in connection with the closure in prior years of its facilities located in Zhuhai, China and Newburgh, New York, compared to $83,000 and $350,000, respectively, for the 13 weeks and 26 weeks ended August 31, 2014.

Earnings from Operations

For the reasons set forth above, the Company's earnings from operations were $5.3 million and $10.7 million, respectively, for the 13 weeks and 26 weeks ended August 30, 2015, which included the aforementioned restructuring charges of $91,000 and $215,000, respectively, compared to $5.8 million and $15.9 million, respectively, for the 13 weeks and 26 weeks ended August 31, 2014, which included the aforementioned restructuring charges of $83,000 and $350,000, respectively, and the additional fees of $260,000 in connection with the 2014 fiscal year-end audit.

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Interest Expense

Interest expense in the 13 weeks and 26 weeks ended August 30, 2015 related to the Company’s outstanding borrowings under the four-year amended and restated revolving credit facility agreement that the Company entered into with PNC Bank, National Association in the fourth quarter of the 2014. The amended and restated agreement provides for an interest rate on the outstanding loan balance of LIBOR plus 1.10%. Other interest rate options are available to the Company under the agreement. See “Liquidity and Capital Resources” elsewhere in this Item 2 and Note 5 of the Notes to Consolidated Financial Statements included elsewhere in this Report for additional information.

Interest Income

Interest income was $317,000 and $582,000, respectively, for the 13 weeks and 26 weeks ended August 30, 2015 compared to $226,000 and $373,000, respectively, for last fiscal year's comparable periods. Interest income increased 40% and 56%, respectively, for the 13 weeks and 26 weeks ended August 30, 2015 primarily as a result of higher weighted average interest rates and larger average balances of marketable securities held by the Company in the 13 weeks and 26 weeks ended August 30, 2015 compared to last fiscal year's comparable period. During the 26 weeks ended August 30, 2015, the Company earned interest income principally from its investments, which were primarily in short-term instruments and money market funds.

Income Tax Provision

The Company's effective income tax rates for the 13 weeks and 26 weeks ended August 30, 2015 were 12.5% and 11.5%, respectively, compared to 13.1% and 15.4% for the 13 weeks and 26 weeks ended August 31, 2014. The lower effective tax rates were primarily due to higher portions of taxable income in jurisdictions with lower effective income tax rates and larger foreign tax incentives in the 13 weeks and 26 weeks ended August 30, 2015.

Net Earnings

For the reasons set forth above, the Company's net earnings for the 13 weeks and 26 weeks ended August 30, 2015 were $4.6 million and $9.3 million, including the pre-tax restructuring charges described above, compared to net earnings of $5.0 million and $13.2 million for the 13 weeks and 26 weeks ended August 31, 2014, including the pre-tax restructuring charges and the additional fees in connection with the 2014 fiscal year-end audit described above.

Basic and Diluted Earnings Per Share

In the 13 weeks and 26 weeks ended August 30, 2015, basic and diluted earnings per share were $0.23 and $0.46, respectively, including, in both such periods, the restructuring charges described above. This compared to basic and diluted earnings per share of $0.24 and $0.63 in the 13 weeks and 26 weeks ended August 31, 2014, respectively, including, in both such periods, the restructuring charges described above and the additional fees in connection with the 2014 fiscal year-end audit in the 26-week period. The net impact of the restructuring charges and additional fees discussed above reduced basic and diluted earnings per share by $0.01 in the 26 weeks ended August 30, 2015 and reduced basic and diluted earnings per share by $0.02 in the 26 weeks ended August 31, 2014.

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Liquidity and Capital Resources:

(amounts in thousands)	August 30,		March 1,		Increase /
	2015		2015		(Decrease)
Cash and marketable securities	$	229,463	$	272,133	$	(42,670	)
Restricted cash		25,000		-		25,000
Working capital		241,453		283,535		(42,082	)

	26 Weeks Ended
(amounts in thousands)	August 30,			August 31,			Increase /
	2015			2014			(Decrease)
Net cash provided by operating activities	$	1,981		$	18,150		$	(16,169	)
Net cash used in investing activities		(8,583	)		(34,274	)		25,691
Net cash used in financing activities		(45,979	)		(2,599	)		(43,380	)

Cash and Marketable Securities

Of the $229.5 million of cash and marketable securities at August 30, 2015, $224.8 million was owned by certain of the Company’s wholly owned foreign subsidiaries. In the 2014 fiscal year, the Company recorded a non-cash charge for the accrual of U.S. deferred income taxes in the amount of $64.0 million on the undistributed earnings of the Company’s subsidiary in Singapore. During the 26 weeks ended August 30, 2015, the Company repatriated $58.0 million to the United States from its subsidiary in Singapore primarily to replenish domestic cash that was used to pay a special cash dividend of $1.50 per share in the 2015 fiscal year fourth quarter and to purchase 699,788 shares of the Company’s stock in the 2015 fiscal year fourth quarter and the 2016 fiscal year first and second quarters. The Company paid $10.7 million of taxes in the 26 weeks ended August 30, 2015 in connection with such repatriation. The Company believes it has sufficient liquidity to fund its operating activities through the end of the 2016 fiscal year and for the foreseeable future thereafter.

The change in cash, marketable securities and restricted cash at August 30, 2015 compared to March 1, 2015 was the result of cash used in operating activities and a number of additional factors. The significant changes in cash flows from operating activities were as follows:

● Income taxes payable decreased by 21% at August 30, 2015 compared to March 1, 2015 primarily due to income tax payments made during the 13 weeks ended August 30, 2015;

● accounts payable increased by 21% at August 30, 2015 compared to March 1, 2015 primarily due to the timing of vendor payments and raw material purchases from suppliers;

● accrued liabilities increased by 11% at August 30, 2015 compared to March 1, 2015 due to an increase in payroll related accruals; and

● deferred income taxes decreased 111% at August 30, 2015 compared to March 1, 2015 primarily due to income tax payments made in connection with the $58 million repatriation of cash from Singapore to the United States.

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In addition, the Company paid $4.1 and $4.2 million in cash dividends in the 26 weeks ended August 30, 2015 and August 31, 2014, respectively. During the 26 weeks ended August 30, 2015, the Company also received $2.0 million of proceeds from the sale of the Nelco Zhuhai building in Zhuhai, China, made $5.0 million of principal payments on its long-term debt and purchased treasury shares at an aggregate cost of $11.9 million.

Working Capital

The decrease in working capital at August 30, 2015 compared to March 1, 2015 was due principally to a decrease in cash and marketable securities, partially offset by a decrease in current deferred income taxes.

The Company's current ratio (the ratio of current assets to current liabilities) was 9.2 to 1 at August 30, 2015 compared to 10.5 to 1 at March 1, 2015.

Cash Flows

During the 26 weeks ended August 30, 2015, the Company's net earnings, before depreciation and amortization, stock-based compensation, amortization of bond premium and changes in operating assets and liabilities, were $12.8 million. Such earnings were reduced by a decrease in the provision for deferred income taxes of $10.9 million, resulting in $2.0 million of cash provided by operating activities. This decrease in the provision for deferred income taxes was primarily related to the aforementioned $10.7 million of taxes paid in connection with cash repatriated to the United States from Singapore. During the same 26 week period, the Company expended $226,000 for the purchase of property, plant and equipment, compared with $232,000 during the 26 weeks ended August 31, 2014.  The Company paid $4.1 and $4.2 million in cash dividends in the 26 weeks ended August 30, 2015 and August 31, 2014, respectively.  In addition, during the 26 week period ended August 30, 2015, the Company received $2.0 million in proceeds from the sale of the Nelco Zhuhai building in Zhuhai, China, made $5.0 million of principal payments on its long-term debt and purchased treasury shares at an aggregate cost of $11.9 million.

Debt

At August 30, 2015 and March 1, 2015, the Company had $89.0 million and $94.0 million of bank debt, respectively. In the fourth quarter of 2014, the Company entered into a four-year amended and restated revolving credit facility agreement (the “Amended Credit Agreement”) with PNC Bank, National Association. The Amended Credit Agreement provides for loans up to $104.0 million to the Company and letters of credit up to $2.0 million for the account of the Company, and subject to the terms and conditions of the Amended Credit Agreement, an interest rate on the outstanding loan balance of LIBOR plus 1.10%. The Amended Credit Agreement contains certain customary affirmative and negative covenants and customary financial covenants. In the event that the Company breaches a covenant that is deemed to be a default under the Amended Credit Agreement requiring prepayment of the outstanding borrowings, the Company has sufficient liquidity to prepay the outstanding amount, as well as any related income taxes for potentially repatriated funds, at any time, and such prepayment would not have a material adverse effect on the Company’s liquidity or operations. For additional information, see Note 5 of the Notes to Consolidated Financial Statements included elsewhere in this Report.

Other Liquidity Factors

The Company believes its financial resources will be sufficient, through the end of fiscal year 2016 and for the foreseeable future thereafter, to provide for continued investment in working capital and property, plant and equipment and for general corporate purposes. The Company’s financial resources are also available for purchases of the Company's common stock, appropriate acquisitions and other expansions of the Company's business.

23

The Company is not aware of any circumstances or events that are reasonably likely to occur that could materially affect its liquidity.

Contractual Obligations:

The Company's contractual obligations and other commercial commitments to make future payments under contracts, such as lease agreements, consist only of (i) operating lease commitments and commitments to purchase raw materials and (ii) the bank debt described above. The Company has no other long-term debt, capital lease obligations, unconditional purchase obligations or other long-term obligations, standby letters of credit, guarantees, standby repurchase obligations or other commercial commitments or contingent commitments, other than two standby letters of credit in the total amount of $1.1 million to secure the Company's obligations under its workers' compensation insurance program.

Off-Balance Sheet Arrangements:

The Company's liquidity is not dependent on the use of, and the Company is not engaged in, any off-balance sheet financing arrangements, such as securitization of receivables or obtaining access to assets through special purpose entities.

Critical Accounting Policies and Estimates:

The foregoing Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these Consolidated Financial Statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to sales allowances, allowances for doubtful accounts, inventories, valuation of long-lived assets, income taxes, contingencies and litigation, and employee benefit programs. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company’s critical accounting policies that are important to the Consolidated Financial Statements and that entail, to a significant extent, the use of estimates and assumptions and the application of management’s judgment are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in the Company’s Annual Report on Form 10-K for the fiscal year ended March 1, 2015. There have been no significant changes to such accounting policies during the 2016 fiscal year second quarter.

Contingencies:

The Company is subject to a small number of proceedings, lawsuits and other claims related to environmental, employment, product and other matters. The Company is required to assess the likelihood of any adverse judgments or outcomes in these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters.

24

Factors That May Affect Future Results.

Certain portions of this Report which do not relate to historical financial information may be deemed to constitute forward-looking statements that are subject to various factors which could cause actual results to differ materially from the Company’s expectations or from results which might be projected, forecast, estimated or budgeted by the Company in forward-looking statements. Such factors include, but are not limited to, general conditions in the electronics and aerospace industries, the Company's competitive position, the status of the Company's relationships with its customers, economic conditions in international markets, the cost and availability of raw materials, transportation and utilities, and the various factors set forth in Item 1A “Risk Factors” and under the caption "Factors That May Affect Future Results" after Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 1, 2015.

Item 3.        Quantitative and Qualitative Disclosures About Market Risk.

The Company's market risk exposure at August 30, 2015 is consistent with, and not greater than, the types of market risk and amount of exposures presented in the Annual Report on Form 10-K for the fiscal year ended March 1, 2015.

Item 4.        Controls and Procedures.

(a)     Disclosure Controls and Procedures.

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of August 30, 2015, the end of the quarterly fiscal period covered by this quarterly report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)     Changes in Internal Control Over Financial Reporting.

There has not been any change in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

25

PART II. OTHER INFORMATION

Item 1.        Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no material changes in the risk factors as previously disclosed in the Company’s Form 10-K Annual Report for the fiscal year ended March 1, 2015.

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information with respect to shares of the Company's Common Stock acquired by the Company during each month included in the Company’s 2016 fiscal year second quarter ended August 30, 2015.

Period	Total Number of Shares (or Units) Purchased		Average Price Paid Per Share (or Unit)		Total Number of Shares (or Units) Purchased As Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
June 1 - June 30		0	$	-		0
July 1 - July 30		111,534		18.01		111,534
July 31 - Aug 30		24,664		17.50		24,664
Total		136,198	$	17.92		136,198	550,212 (a)

(a) Aggregate number of shares available to be purchased by the Company pursuant to a share purchase authorization announced on January 8, 2015. Pursuant to such authorization, the Company is authorized to purchase its shares from time to time on the open market or in privately negotiated transactions.

Item 3.        Defaults Upon Senior Securities.

None.

Item 4.        Mine Safety Disclosures.

None.

26

Item 5.           Other Information.

None.

Item 6.           Exhibits.

31.1 Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).

31.2 Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).

32.1 Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended August 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at August 30, 2015 (unaudited) and March 1, 2015; (ii) Consolidated Statements of Operations for the 13 weeks and 26 weeks ended August 30, 2015 and August 31, 2014 (unaudited); (iii) Consolidated Statements of Comprehensive Earnings (Loss) for the 13 weeks and 26 weeks ended August 30, 2015 and August 31, 2014 (unaudited); and (iv) Condensed Consolidated Statements of Cash Flows for the 26 weeks ended August 30, 2015 and August 31, 2014 (unaudited) * +

*     Filed electronically herewith.

+     Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

27

SIGNATURES

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 thereunto duly authorized.

	Park Electrochemical Corp.
	(Registrant)
	/s/ Brian E. Shore
Date: October 9, 2015	Brian E. Shore Chief Executive Officer (principal executive officer)
	/s/ P. Matthew Farabaugh
Date: October 9, 2015	P. Matthew Farabaugh Vice President and Chief Financial Officer (principal financial officer)
	/s/ Robert Yaniro
Date: October 9, 2015	Robert Yaniro Vice President and Corporate Controller (principal accounting officer)

28

EXHIBIT INDEX

Exhibit No.	Name
31.1	Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
31.2	Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
32.1	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended August 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at August 30, 2015 (unaudited) and March 1, 2015; (ii) Consolidated Statements of Operations for the 13 weeks and 26 weeks ended August 30, 2015 and August 31, 2014 (unaudited); (iii) Consolidated Statements of Comprehensive Earnings (Loss) for the 13 weeks and 26 weeks ended August 30, 2015 and August 31, 2014 (unaudited); and (iv) Condensed Consolidated Statements of Cash Flows for the 26 weeks ended August 30, 2015 and August 31, 2014 (unaudited) * +
*	Filed electronically herewith.
+	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

29

EX-31.1

EXHIBIT 31.1

Certification of Principal Executive Officer

Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)

I, Brian E. Shore, as Chief Executive Officer of Park Electrochemical Corp., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended August 30, 2015 of Park Electrochemical Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:      October 9, 2015

/s/ Brian E. Shore

Name: Brian E. Shore

Title: Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Principal Financial Officer

Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)

I, P. Matthew Farabaugh, as Vice President and Chief Financial Officer of Park Electrochemical Corp., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended August 30, 2015 of Park Electrochemical Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:      October 9, 2015

/s/ P. Matthew Farabaugh

Name:  P. Matthew Farabaugh

Title: Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification of Principal Executive Officer Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Park Electrochemical Corp. (the "Company") for the quarterly period ended August 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Brian E. Shore, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Brian E. Shore 

Name: Brian E. Shore

Title: Chief Executive Officer

Date: October 9, 2015

EX-32.2

EXHIBIT 32.2

Certification of Principal Financial Officer Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Park Electrochemical Corp. (the "Company") for the quarterly period ended August 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), P. Matthew Farabaugh, as Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ P. Matthew Farabaugh

Name: P. Matthew Farabaugh

Title: Vice President and Chief Financial Officer

Date: October 9, 2015

XML

Note 12 - Contingencies (Details Textual) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 30, 2015 USD ($)	Aug. 31, 2014 USD ($)	Aug. 30, 2015 USD ($)	Aug. 31, 2014 USD ($)	Mar. 01, 2015 USD ($)
Two Insurance Carriers [Member]
Percentage of Legal Defense and Remediation Costs Associated with Sites Reimbursed by Insurance Carriers			100.00%
Insurance Carrier One [Member]
Percentage of Legal Defense and Remediation Costs Associated with Sites Reimbursed by Insurance Carriers			45.00%
Accrual for Environmental Loss Contingencies	$ 0		$ 0		$ 0
Number of Sites of Company or Subsidiaries That Have Been Named for Potential Environmental Remediation Liability			4
Percentage of Legal Defense and Remediation Costs Associated with Sites Reimbursed by Insurance Carriers			100.00%
Number of Units Covered Under General Liability Insurance Coverage			3
Litigation Settlement, Expense	$ 1	$ 11	$ 2	$ 18
Number of Insurance Carriers			2
Number of Insurance Carriers That Have Filed Answers to Lawsuit			3

XML

Note 8 - Earnings Per Share (Details Textual) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Aug. 30, 2015	Aug. 31, 2014	Aug. 30, 2015	Aug. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	926	28	812	26

XML

Note 3 - Marketable Securities - Summary of Available-for-Sale Securities (Details) - USD ($) $ in Thousands	Aug. 30, 2015	Mar. 01, 2015
US Treasury and Government [Member] | Fair Value, Inputs, Level 1 [Member]
Marketable securities (Note 3)	$ 108,384	$ 119,493
US Treasury and Government [Member] | Fair Value, Inputs, Level 2 [Member]
Marketable securities (Note 3)	0	0
US Treasury and Government [Member] | Fair Value, Inputs, Level 3 [Member]
Marketable securities (Note 3)	0	0
US Treasury and Government [Member]
Marketable securities (Note 3)	108,384	119,493
Domestic Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Marketable securities (Note 3)	31,700	7,084
Domestic Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Marketable securities (Note 3)	0	4,018
Domestic Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Marketable securities (Note 3)	0	0
Domestic Corporate Debt Securities [Member]
Marketable securities (Note 3)	31,700	11,102
Fair Value, Inputs, Level 1 [Member]
Marketable securities (Note 3)	140,084	126,577
Fair Value, Inputs, Level 2 [Member]
Marketable securities (Note 3)	0	4,018
Fair Value, Inputs, Level 3 [Member]
Marketable securities (Note 3)	0	0
Marketable securities (Note 3)	$ 140,084	$ 130,595	[1]

[1] The balance sheet at March 1, 2015 has been derived from the audited financial statements at that date.

XML

Note 11 - Geographic Regions - Financial Information by Geographic Region, Sale (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 30, 2015	Aug. 31, 2014	Aug. 30, 2015	Aug. 31, 2014
North America [Member]
Sales	$ 21,329	$ 19,289	$ 39,645	$ 40,584
Asia [Member]
Sales	14,557	20,402	31,790	44,899
Europe [Member]
Sales	2,061	2,658	4,341	5,683
Sales	$ 37,947	$ 42,349	$ 75,776	$ 91,166

XML

Note 3 - Marketable Securities

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

3

.

     MARKETABLE SECURITIES

All marketable securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses, net of tax, included in comprehensive earnings. Realized gains and losses, amortization of premiums and discounts, and interest and dividend income are included in interest and other income in the Consolidated Statements of Operations. The costs of securities sold are based on the specific identification method.

The following is a summary of available-for-sale securities:

	August 30, 2015
	Total		Level 1		Level 2		Level 3
U.S. Treasury and other government securities	$	108,384	$	108,384	$	-	$	-
U.S. corporate debt securities		31,700		31,700		-		-
Total marketable securities	$	140,084	$	140,084	$	-	$	-

	March 1, 2015
	Total		Level 1		Level 2		Level 3
U.S. Treasury and other government securities	$	119,493	$	119,493	$	-	$	-
U.S. corporate debt securities		11,102		7,084		4,018		-
Total marketable securities	$	130,595	$	126,577	$	4,018	$	-

At March 1, 2015, the Company’s Level 2 investments consisted of commercial paper which was not traded on a regular basis or in an active market and for which the Company was unable to obtain pricing information on an ongoing basis. Therefore, these investments were measured using quoted market prices for similar assets currently trading in an active market or using model-derived valuations in which all significant inputs are observable for substantially the full term of the asset.

The following table shows the amortized cost basis of, and gross unrealized gains and losses on, the Company’s available-for-sale securities:

	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses
August 30, 2015:
U.S. Treasury and other government securities	$	108,055	$	356	$	27
U.S. corporate debt securities		31,790		-		90
Total marketable securities	$	139,845	$	356	$	117
March 1, 2015:
U.S. Treasury and other government securities	$	119,191	$	314	$	12
U.S. corporate debt securities		11,097		5		-
Total marketable securities	$	130,288	$	319	$	12

The estimated fair values of such securities at August 30, 2015 by contractual maturity are shown below:

Due in one year or less	$	62,815
Due after one year through five years		77,269
	$	140,084

XML

Note 5 - Long-term Debt (Details Textual) $ / shares in Units, $ in Thousands			1 Months Ended		3 Months Ended			6 Months Ended			19 Months Ended
	Feb. 12, 2014 USD ($)	Jan. 30, 2013 USD ($)	Apr. 30, 2016 USD ($)	Oct. 31, 2015 USD ($)	Aug. 30, 2015 USD ($)	Aug. 31, 2014 USD ($)	Aug. 30, 2014 USD ($)	Aug. 30, 2015 USD ($) $ / shares	Aug. 31, 2014 USD ($)	Aug. 30, 2014 USD ($)	Aug. 30, 2015 USD ($)
PNC Bank National Association [Member] | Letter of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 2,000	$ 2,000
PNC Bank National Association [Member] | To Finance a Special Dividend Paid to Shareholders [Member]
Proceeds from Lines of Credit											$ 52,000
PNC Bank National Association [Member] | To Continue the Loan [Member]
Proceeds from Lines of Credit											$ 52,000
PNC Bank National Association [Member] | Scenario, Forecast [Member] | Debt Instrument, Redemption, Period Two [Member]
Number of Quarterly Installments			8
Debt Instrument, Periodic Payment, Principal			$ 3,750
PNC Bank National Association [Member] | Standby Letters of Credit [Member]
Number of Standby Letter of Credit Issued											2
Long-term Line of Credit					$ 1,075			$ 1,075			$ 1,075
PNC Bank National Association [Member] | Subsequent Event [Member] | Debt Instrument, Redemption, Period One [Member]
Number of Quarterly Installments				2
Debt Instrument, Periodic Payment, Principal				$ 2,500
PNC Bank National Association [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate								1.10%
PNC Bank National Association [Member] | Federal Funds Rate [Member]
Debt Instrument, Basis Spread on Variable Rate								0.50%
PNC Bank National Association [Member] | Daily LIBOR Plus [Member]
Debt Instrument, Basis Spread on Variable Rate								1.00%
PNC Bank National Association [Member]
Line of Credit Facility, Expiration Period	4 years	5 years
Line of Credit Facility, Maximum Borrowing Capacity	$ 104,000	$ 52,000
Proceeds from Lines of Credit		$ 52,000
Long-term Line of Credit					$ 89,000			$ 89,000			$ 89,000
Repayments of Long-term Lines of Credit								$ 5,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage								0.20%
Line of Credit Facility, Interest Rate at Period End					1.37%			1.37%			1.37%
Interest Expense					$ 356		$ 360	$ 725		$ 713
Special Dividend [Member] | Maximum [Member]
Dividend Covenant, Maximum Quarterly Dividend | $ / shares								$ 2.50
Special Dividend [Member] | Minimum [Member]
Dividend Covenant, Maximum Quarterly Dividend | $ / shares								$ 1
Debt Covenant Required for Quarter One [Member]
Maximum Funded Debt Ratio					3.85			3.85			3.85
Debt Covenant Required for Quarter Two [Member]
Maximum Funded Debt Ratio					3.55			3.55			3.55
Debt Covenant Required for Quarter Three and Four [Member]
Maximum Funded Debt Ratio					3.5			3.5			3.5
Debt Covenant Required for Year Two [Member]
Maximum Funded Debt Ratio					3			3			3
Debt Covenant Required for All Period Thereafter [Member]
Maximum Funded Debt Ratio					2.25			2.25			2.25
Quick Ratio					3			3			3
Debt Covenant Required for the Period December 1, 2014 through November 27, 2016 [Member]
Quick Ratio					6.5			6.5			6.5
Maximum [Member]
Dividend Covenant, Maximum Quarterly Dividend | $ / shares								$ 0.10
Nelco Products Pte Ltd [Member]
Pledge of Stock Percentage as Guarantee for Credit Agreement								65.00%
Minimum Interest Coverage Ratio					1.1			1.1			1.1
Debt Agreement, Minimum Domestic Liquid Assets Required					$ 25,000			$ 25,000			$ 25,000
Interest Expense					$ 356	$ 360		$ 725	$ 713

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Note 4 - Inventories - Inventories (Details) - USD ($) $ in Thousands	Aug. 30, 2015	Mar. 01, 2015
Inventories:
Raw materials	$ 7,468	$ 7,376
Work-in-process	2,895	3,114
Finished goods	3,301	3,605
Manufacturing supplies	386	344
	$ 14,050	$ 14,439	[1]

[1] The balance sheet at March 1, 2015 has been derived from the audited financial statements at that date.

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Note 6 - Stock-based Compensation (Details Textual) $ / shares in Units, $ in Thousands	6 Months Ended
	Aug. 30, 2015 USD ($) $ / shares shares
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	1.84%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	5 years 109 days
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	2.23%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	7 years 328 days
Percentage of Stock Options, Exercisable One Year From Date of Grant	25.00%
Percentage of Stock Options Exercisable On Each Succeeding Year from Date of Grant	25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	180,100
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $	$ 1,171
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares	$ 7.43
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	1.68%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	1.84%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	28.73%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	31.71%

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Note 6 - Stock-based Compensation - Option Activity (Details)	6 Months Ended
	Aug. 30, 2015 $ / shares shares
Balance (in shares)	966,692
Balance (in dollars per share) | $ / shares	$ 22.55
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	180,100
Granted (in dollars per share) | $ / shares	$ 21.52
Exercised (in shares)	(2,500)
Exercised (in dollars per share) | $ / shares	$ 19.91
Terminated or expired (in shares)	(88,900)
Terminated or expired (in dollars per share) | $ / shares	$ 21
Balance (in shares)	1,055,392
Balance (in dollars per share) | $ / shares	$ 22.51
Vested and exercisable (in shares)	619,980
Vested and exercisable (in dollars per share) | $ / shares	$ 22.41

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Note 2 - Fair Value Measurements

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Fair Value Disclosures [Text Block]

2

.   

 FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (

i.e

., the “exit price”) in an orderly transaction between market participants at the measurement date.

Fair value measurements are broken down into three levels based on the reliability of inputs as follows:

Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (

e.g.

, interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic measures.

Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

The fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable and current liabilities approximate their carrying value due to their short-term nature. Due to the variable interest rates periodically adjusting with the current LIBOR, the carrying value of outstanding borrowings under the Company’s long-term debt approximates its fair value. (See Note 5). Certain assets and liabilities of the Company are required to be recorded at fair value on either a recurring or non-recurring basis. On a recurring basis, the Company records its marketable securities at fair value using Level 1 or Level 2 inputs. (See Note 3).

The Company’s non-financial assets measured at fair value on a non-recurring basis include goodwill and any long-lived assets written down to fair value. To measure fair value of such assets, the Company uses Level 3 inputs consisting of techniques including an income approach and a market approach. The income approach is based on a discounted cash flow analysis and calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the discounted cash flow analysis require the exercise of significant judgment, including judgment about appropriate discount rates, terminal value, growth rates and the amount and timing of expected future cash flows. There were no transfers between levels within the fair value hierarchy during the 26 weeks ended August 30, 2015 and August 31, 2014. With respect to goodwill, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying value. If, based on that assessment, the Company believes it is more likely than not that the fair value is less than its carrying value, a two-step goodwill impairment test is performed. There have been no changes in events or circumstances which required impairment charges to be recorded during the 26 weeks ended August 30, 2015.

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Note 7 - Restructuring Charges (Details Textual) - USD ($) $ in Thousands	3 Months Ended				4 Months Ended	6 Months Ended		12 Months Ended
	Aug. 30, 2015	May. 31, 2015	Nov. 30, 2014	Aug. 31, 2014	Dec. 31, 2015	Aug. 30, 2015	Aug. 31, 2014	Mar. 03, 2013	Feb. 29, 2004
Nelco Technology Zhuhai FTZ Ltd [Member]
Gain (Loss) on Disposition of Property Plant Equipment		$ 0
Business Exit Costs	$ 38			$ 25		$ 75	$ 131	$ 2,730
Other Asset Impairment Charges								3,620
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax								$ 1,465
Proceeds from Sale of Property, Plant, and Equipment		$ 2,026
New England Laminates Co Inc [Member]
Business Exit Costs	53			59		140	220
Real Estate Held-for-sale									$ 0
UNITED STATES | Scenario, Forecast [Member]
Payments for Restructuring					$ 42
UNITED STATES
Restructuring Charges			$ 496
Payments for Restructuring						454
Proceeds from Sale of Property, Plant, and Equipment						2,026	0
Restructuring Charges	$ 91			$ 83		$ 215	$ 350

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Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Aug. 30, 2015	Mar. 01, 2015
Current assets:
Cash and cash equivalents	$ 89,379	$ 141,538	[1]
Marketable securities (Note 3)	140,084	130,595	[1]
Accounts receivable, less allowance for doubtful accounts of $400 and $396, respectively	21,921	21,431	[1]
Inventories (Note 4)	14,050	14,439	[1]
Prepaid expenses and other current assets	5,472	5,256	[1]
Total current assets	270,906	313,259	[1]
Property, plant and equipment, net	23,030	26,537	[1]
Goodwill and other intangible assets	9,840	9,840	[1]
Restricted cash (Note 5)	25,000	0	[1]
Other assets	1,370	1,046	[1]
Total assets	330,146	350,682	[1]
Current liabilities:
Current portion of long-term debt (Note 5)	12,500	10,000	[1]
Accounts payable	8,315	6,882	[1]
Accrued liabilities	5,284	4,767	[1]
Income taxes payable	3,289	4,141	[1]
Current deferred income taxes	65	3,934	[1]
Total current liabilities	29,453	29,724	[1]
Long-term debt (Note 5)	76,500	84,000	[1]
Deferred income taxes	47,164	54,155	[1]
Other liabilities	1,204	1,204	[1]
Total liabilities	$ 154,321	$ 169,083	[1]
Commitments and contingencies (Note 12)
Shareholders' equity:
Common stock	$ 2,096	$ 2,096	[1]
Additional paid in capital	165,710	164,819	[1]
Retained earnings	21,290	16,048	[1]
Accumulated other comprehensive earnings	1,486	1,468	[1]
Stockholders' equity	190,582	184,431	[1]
Less treasury stock, at cost	(14,757)	(2,832)	[1]
Total shareholders' equity	175,825	181,599	[1]
Total liabilities and shareholders' equity	$ 330,146	$ 350,682	[1]

[1] The balance sheet at March 1, 2015 has been derived from the audited financial statements at that date.

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Aug. 30, 2015		Aug. 31, 2014
Cash flows from operating activities:
Net earnings	$ 9,346		$ 13,171
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	1,677		1,763
Stock-based compensation	841		605
Provision for deferred income taxes	(10,860)		0
Amortization of bond premium	454		530
Changes in operating assets and liabilities	523		2,081
Net cash provided by operating activities	1,981		18,150
Cash flows from investing activities:
Purchase of property, plant and equipment	(226)		(232)
Proceeds from sales of property, plant and eqipment	2,026		0
Purchases of marketable securities	(49,388)		(75,978)
Proceeds from sales and maturities of marketable securities	39,005		41,936
Net cash used in investing activities	(8,583)		(34,274)
Cash flows from financing activities:
Dividends paid	(4,104)		(4,179)
Restricted cash (Note 5)	(25,000)		0
Proceeds from exercise of stock options	50		1,580
Payments of long-term debt	(5,000)		0
Purchase of treasury stock	(11,925)		0
Net cash used in financing activities	(45,979)		(2,599)
Decrease in cash and cash equivalents before effect of exchange rate changes	(52,581)		(18,723)
Effect of exchange rate changes on cash and cash equivalents	422		12
Decrease in cash and cash equivalents	(52,159)		(18,711)
Cash and cash equivalents, beginning of period	141,538	[1]	133,150
Cash and cash equivalents, end of period	89,379		114,439
Supplemental cash flow information:
Cash paid during the period for income taxes, net of refunds	12,859		459
Cash paid during the period for interest	$ 410		$ 692

[1] The balance sheet at March 1, 2015 has been derived from the audited financial statements at that date.

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Note 9 - Shareholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Aug. 30, 2015	Jan. 08, 2015	Jan. 07, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	2,500
Proceeds from Stock Options Exercised	$ 50
Allocated Share-based Compensation Expense	841
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition	$ 891
Stock Repurchase Program, Number of Shares Authorized to be Repurchased		1,250,000
Stock Repurchase Program, Percentage of Outstanding Shares Authorized to be Repurchased			6.00%
Common Stock, Shares, Outstanding			20,945,634
Treasury Stock, Shares, Acquired	581,032
Treasury Stock Acquired, Average Cost Per Share	$ 20.52
Treasury Stock, Value, Acquired, Cost Method	$ 11,936
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased	550,212
Treasury Stock, Shares, Retired	444,834

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Note 6 - Stock-based Compensation (Tables)

6 Months Ended

Aug. 30, 2015

Notes Tables

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Outstanding Options			Weighted Average Exercise Price
Balance, March 1, 2015		966,692		$	22.55
Granted		180,100			21.52
Exercised		(2,500	)		19.91
Terminated or expired		(88,900	)		21.00
Balance, August 30, 2015		1,055,392		$	22.51
Vested and exercisable, August 30, 2015		619,980		$	22.41

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Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Aug. 30, 2015	May. 31, 2015	Aug. 31, 2014	Aug. 30, 2015	Aug. 31, 2014	Mar. 02, 2014
SINGAPORE
Deferred Income Taxes Settlement, Repatriation of Foreign Earnings		$ 10,682
Effective Income Tax Rate Reconciliation, Percent	12.50%		13.10%	11.50%	15.40%
Deferred Tax Liabilities, Undistributed Foreign Earnings						$ 63,958
Foreign Earnings Repatriated		$ 58,000

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Note 11 - Geographic Regions (Tables)

6 Months Ended

Aug. 30, 2015

Notes Tables

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

	13 Weeks Ended				26 Weeks Ended
	August 30, 2015		August 31, 2014		August 30, 2015		August 31, 2014
Sales:
North America	$	21,329	$	19,289	$	39,645	$	40,584
Asia		14,557		20,402		31,790		44,899
Europe		2,061		2,658		4,341		5,683
Total sales	$	37,947	$	42,349	$	75,776	$	91,166

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

	August 30, 2015		March 1, 2015
Long-lived assets:
North America	$	22,620	$	23,562
Asia		9,946		12,490
Europe		304		325
Total long-lived assets	$	32,870	$	36,377

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Note 1 - Consolidated Financial Statements

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

 

1.    

CONSOLIDATED FINANCIAL STATEMENTS

The condensed Consolidated Balance Sheet as of August 30, 2015 and the Consolidated Statements of Operations, the Consolidated Statements of Comprehensive Earnings and the Condensed Consolidated Statements of Cash Flows for the 13 weeks and 26 weeks ended August 30, 2015 and August 31, 2014 have been prepared by Park Electrochemical Corp. (the “Company”), without audit. In the opinion of management, these unaudited consolidated financial statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at August 30, 2015 and the results of operations and cash flows for all periods presented. The Consolidated Statements of Operations are not necessarily indicative of the results to be expected for the full fiscal year or any subsequent interim period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 1, 2015. There have been no significant changes to such accounting policies during the 26 weeks ended August 30, 2015.

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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Aug. 30, 2015	Mar. 01, 2015
Allowance for doubtful accounts receivable	$ 400	$ 396	[1]

[1] The balance sheet at March 1, 2015 has been derived from the audited financial statements at that date.

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Note 11 - Geographic Regions

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

11

.  GEOGRAPHIC REGIONS

The Company is a global advanced materials company which develops, manufactures, markets and sells high technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure and high-end computing markets and advanced composite materials, parts and assemblies and low- volume tooling for the aerospace markets. The Company’s products are sold to customers in North America, Asia and Europe. The Company’s manufacturing facilities are located in Singapore, France, Kansas, Arizona and California. The Company operates as a single operating segment, which is advanced materials for the electronics and aerospace markets, with common management and identical or very similar economic characteristics, products, raw materials, manufacturing processes and equipment, customers and markets, marketing, sales and distribution methods and regulatory environments. The chief operating decision maker reviews financial information on a consolidated basis.

Sales are attributed to geographic regions based upon the region in which the materials were delivered to the customer. Sales between geographic regions were not significant.

Financial information regarding the Company’s operations by geographic region is as follows:

	13 Weeks Ended				26 Weeks Ended
	August 30, 2015		August 31, 2014		August 30, 2015		August 31, 2014
Sales:
North America	$	21,329	$	19,289	$	39,645	$	40,584
Asia		14,557		20,402		31,790		44,899
Europe		2,061		2,658		4,341		5,683
Total sales	$	37,947	$	42,349	$	75,776	$	91,166

	August 30, 2015		March 1, 2015
Long-lived assets:
North America	$	22,620	$	23,562
Asia		9,946		12,490
Europe		304		325
Total long-lived assets	$	32,870	$	36,377

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Document And Entity Information - shares	6 Months Ended
	Aug. 30, 2015	Oct. 05, 2015
Entity Registrant Name	PARK ELECTROCHEMICAL CORP
Entity Central Index Key	0000076267
Trading Symbol	pke
Current Fiscal Year End Date	--02-28
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		20,253,471
Document Type	10-Q
Document Period End Date	Aug. 30, 2015
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2
Amendment Flag	false

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Note 12 - Contingencies

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Contingencies Disclosure [Text Block]

12

.  CONTINGENCIES

Litigation

 

The Company is subject to a number of proceedings, lawsuits and other claims related to environmental, employment, product and other matters. The Company is required to assess the likelihood of any adverse judgments or outcomes in these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters. The Company believes that the ultimate disposition of such proceedings, lawsuits and claims will not have a material adverse effect on the Company’s liquidity, capital resources or business or its consolidated results of operations, cash flows or financial position.

Environmental Contingencies

The Company and certain of its subsidiaries have been named by the Environmental Protection Agency (the "EPA") or a comparable state agency under the Comprehensive Environmental Response, Compensation and Liability Act (the "Superfund Act") or similar state law as potentially responsible parties in connection with alleged releases of hazardous substances at four sites.

Under the Superfund Act and similar state laws, all parties who may have contributed any waste to a hazardous waste disposal site or contaminated area identified by the EPA or comparable state agency may be jointly and severally liable for the cost of cleanup. Generally, these sites are locations at which numerous persons disposed of hazardous waste. In the case of the Company's subsidiaries, generally the waste was removed from their manufacturing facilities and disposed at waste sites by various companies which contracted with the subsidiaries to provide waste disposal services. Neither the Company nor any of its subsidiaries have been accused of or charged with any wrongdoing or illegal acts in connection with any such sites. The Company believes it maintains an effective and comprehensive environmental compliance program.

The insurance carriers who provided general liability insurance coverage to the Company and its subsidiaries for the years during which the Company's subsidiaries' waste was disposed at these sites have in the past reimbursed the Company and its subsidiaries for 100% of their legal defense and remediation costs associated with three of these sites.

The total costs incurred by the Company and its subsidiaries in connection with these sites, including legal fees incurred by the Company and its subsidiaries and their assessed share of remediation costs and excluding amounts paid or reimbursed by insurance carriers, were $1 and $2 in the 13 weeks and 26 weeks, respectively, ended August 30, 2015 and $11 and $18 in the 13 weeks and 26 weeks, respectively, ended August 31, 2014. The Company had no recorded liabilities for environmental matters at August 30, 2015 or March 1, 2015.

The Company does not record environmental liabilities and related legal expenses for which the Company believes that it and its subsidiaries have general liability insurance coverage for the years during which the Company's subsidiaries' waste was disposed at three sites for which certain subsidiaries of the Company have been named as potentially responsible parties. Pursuant to such general liability insurance coverage, two insurance carriers had been paying 100% of the legal defense and remediation costs associated with such three sites since 1985. In the 2012 fiscal year fourth quarter, one of such insurance carriers, which had been paying 45% of such legal defense and remediation costs, indicated that it no longer agreed to such percentage. As a result, the Company commenced litigation against such insurance carriers and a third insurance carrier. The three insurance carriers and the Company have settled this matter; and pursuant to the settlement agreement, the three insurance carriers are paying 100% of the Company’s legal defense and remediation costs associated with such three sites.

Included in selling, general and administrative expenses are charges for actual expenditures and accruals, based on estimates, for certain environmental matters described above. The Company accrues estimated costs associated with known environmental matters, when such costs can be reasonably estimated and when the outcome appears probable. The Company believes that the ultimate disposition of known environmental matters will not have a material adverse effect on the Company’s liquidity, capital resources or business or its consolidated results of operations, cash flows or financial position.

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Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 30, 2015	Aug. 31, 2014	Aug. 30, 2015	Aug. 31, 2014
Net sales	$ 37,947	$ 42,349	$ 75,776	$ 91,166
Cost of sales	27,586	30,178	54,048	62,066
Gross profit	10,361	12,171	21,728	29,100
Selling, general and administrative expenses	5,009	6,252	10,810	12,848
Restructuring charges (Note 7)	91	83	215	350
Earnings from operations	5,261	5,836	10,703	15,902
Interest expense (Note 5)	356	360	725	713
Interest and other income	317	226	582	373
Earnings before income taxes	5,222	5,702	10,560	15,562
Income tax provision (Note 10)	653	747	1,214	2,391
Net earnings	$ 4,569	$ 4,955	$ 9,346	$ 13,171
Earnings per share (Note 8):
Basic earnings per share (in dollars per share)	$ 0.23	$ 0.24	$ 0.46	$ 0.63
Weighted average common shares outstanding for basic EPS (in shares)	20,337	20,925	20,442	20,902
Diluted earnings per share (in dollars per share)	$ 0.23	$ 0.24	$ 0.46	$ 0.63
Diluted weighted average shares (in shares)	20,340	21,029	20,453	21,008
Dividends declared per share (in dollars per share)	$ 0.10	$ 0.10	$ 0.20	$ 0.20

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Note 6 - Stock-based Compensation

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

6

.  

 STOCK-BASED COMPENSATION

As of August 30, 2015, the Company had a 2002 Stock Option Plan (the “Plan”), and no other stock-based compensation plan. The Plan has been approved by the Company’s shareholders and provides for the grant of stock options to directors and key employees of the Company. All options granted under the Plan have exercise prices equal to the fair market value of the underlying common stock of the Company at the time of grant, which, pursuant to the terms of the Plan, is the reported closing price of the common stock on the New York Stock Exchange on the date preceding the date the option is granted. Options granted under the Plan become exercisable 25% one year after the date of grant, with an additional 25% exercisable each succeeding anniversary of the date of grant, and expire 10 years after the date of grant.

During the 26 weeks ended August 30, 2015 the Company granted options to purchase 180,100 shares of common stock to certain of its employees. The future compensation expense to be recognized in earnings before income taxes was $1,171 and will be recorded on a straight-line basis over the remaining requisite service period. The weighted average fair value of the granted options was $7.43 per share using the Black-Scholes option pricing model with the following assumptions: risk free interest rates of 1.68% to 1.84%; expected volatility factors of 28.73% to 31.71%; expected dividend yields of 1.84% to 2.23%; and estimated option terms of 5.3 to 7.9 years.

The risk-free interest rates were based on U.S. Treasury rates at the date of grant with maturity dates approximately equal to the estimated term of the options at the date of the grant. Volatility factors were based on historical volatility of the Company’s common stock. The expected dividend yields were based on the regular quarterly cash dividend per share most recently declared by the Company and on the exercise price of the options granted during the 2016 fiscal year. The estimated terms of the options were based on evaluations of the historical and expected future employee exercise behavior.

The following is a summary of option activity for the 26 weeks ended August 30, 2015:

	Outstanding Options			Weighted Average Exercise Price
Balance, March 1, 2015		966,692		$	22.55
Granted		180,100			21.52
Exercised		(2,500	)		19.91
Terminated or expired		(88,900	)		21.00
Balance, August 30, 2015		1,055,392		$	22.51
Vested and exercisable, August 30, 2015		619,980		$	22.41

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Note 5 - Long-term Debt

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Debt Disclosure [Text Block]

5

.     LONG-TERM DEBT

On January 30, 2013, the Company entered into a five-year revolving credit facility agreement (the “Credit Agreement”) with PNC Bank, National Association (“PNC Bank”). The Credit Agreement provided for loans up to $52,000 (the “Facility”) to the Company and letters of credit up to $2,000 for the account of the Company. The Company borrowed $52,000 to finance a special dividend paid to shareholders of the Company in the 2013 fiscal year fourth quarter.

On February 12, 2014, the Company entered into a four-year amended and restated revolving credit facility agreement (the “Amended Credit Agreement”) with PNC Bank. The Amended Credit Agreement provides for loans up to $104,000 (the “Amended Facility”) to the Company and letters of credit up to $2,000 for the account of the Company. Through August 30, 2015, the Company has borrowed $52,000 to finance a special dividend paid to shareholders of the Company in the 2014 fiscal year fourth quarter and an additional $52,000 to continue the loan that was provided under the Credit Agreement, and PNC Bank has issued two standby letters of credit for the account of the Company in the total amount of $1,075 to secure the Company’s obligations under its workers’ compensation insurance program. During the 26 weeks ended August 30, 2015, the Company made a $5,000 principal payment in accordance with the Amended Credit Agreement. The remaining $89,000 outstanding borrowings under the Amended Credit Agreement are payable in two quarterly installments of $2,500 each, commencing in October 2015, and eight quarterly installments of $3,750 each, commencing in April 2016, with the remaining amount outstanding under the Amended Credit Agreement payable on February 12, 2018. The Amended Credit Agreement excludes a pre-payment penalty.

Borrowings under the Amended Facility bear interest at a rate equal to, at the Company’s option, either a (a) LIBOR rate option determined by a fluctuating rate per annum equal to the LIBOR Rate plus 1.10% or (b) base rate option determined by a fluctuating rate per annum equal to the highest of (i) the Federal Funds Open Rate (as defined in the Amended Credit Agreement) plus 0.5%, (ii) the Prime Rate (as defined in the Amended Credit Agreement), and (iii) the Daily LIBOR Rate (as defined in the Amended Credit Agreement) plus 1.0%. Under the Amended Credit Agreement, the Company also is obligated to pay a nonrefundable commitment fee, accruing from February 12, 2014 until the earlier of February 12, 2018 and the date on which the Amended Credit Agreement is terminated, equal to 0.20% per annum multiplied by the average daily difference between the amount of (a) the revolving credit commitment and (b) the revolving facility usage, payable quarterly in arrears.

The Amended Credit Agreement contains certain customary affirmative and negative covenants and customary financial covenants. On February 24, 2015, the Company and PNC Bank entered into an Amendment to the Amended Credit Agreement that modified certain covenants. The covenants under the Amended Credit Agreement at August 30, 2015, as amended by the February 24, 2015 Amendment to the Amended Credit Agreement, require the Company to (a) maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 at the end of each fiscal quarter, except for the fiscal quarters ending on May 31, 2015 and August 30, 2015 for which the ratio is 1.00 to 1.00, and (b) not exceed a maximum funded debt ratio of (i) 3.85 to 1.00 for the period March 2, 2015 through May 31, 2015, (ii) 3.55 to 1.00 for the period June 1, 2015 through August 30, 2015, (iii) 3.50 to 1.00 for the period August 31, 2015 through February 28, 2016, (iv) 3.00 to 1.00 for the period February 29, 2016 through February 26, 2017, and (v) 2.25 to 1.00 for all periods thereafter. In addition, the Company must maintain minimum domestic liquid assets of $25,000 in cash and marketable securities at all times, except for the period February 24, 2015 through May 30, 2015, and maintain a minimum quick ratio of (i) 6.50 to 1.00 for the period December 1, 2014 through November 27, 2016 and (ii) 3.00 to 1.00 for all periods thereafter. The dividend covenant permits the Company to pay regular quarterly dividends in amounts not exceeding $0.10 per share and an annual special dividend to shareholders in amounts ranging from $1.00 to $2.50 with prior written notification to PNC Bank. The Company’s obligations under the Amended Credit Agreement are guaranteed by its Nelco Products, Inc., Neltec, Inc. and Park Aerospace Technologies Corp. subsidiaries and secured by a pledge of 65% of the capital stock of the Company’s Nelco Products Pte. Ltd. subsidiary in Singapore. The minimum domestic liquid assets of $25,000, for required periods, are reflected as restricted cash on the Condensed Consolidated Balance Sheets.

The Amended Facility is available to (a) refinance the Credit Agreement, (b) support working capital and general corporate needs, including the issuance of letters of credit, (c) fund special distributions to the Company’s shareholders permitted under the Amended Facility and (d) finance ongoing capital expenditures and acquisitions. At August 30, 2015, $89,000 of indebtedness was outstanding under the Amended Credit Agreement with an interest rate of 1.37%. Interest expense recorded under the Amended Facility was $356 and $725 during the 13 weeks and 26 weeks, respectively, ended August 30, 2015 and $360 and $713 during the 13 weeks and 26 weeks, respectively, ended August 31, 2014, which is included in interest expense on the Consolidated Statements of Operations.

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Note 8 - Earnings Per Share (Tables)

6 Months Ended

Aug. 30, 2015

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	13 Weeks Ended				26 Weeks Ended
(Amounts in thousands, except per share amounts)	August 30, 2015		August 31, 2014		August 30, 2015		August 31, 2014
Net earnings	$	4,569	$	4,955	$	9,346	$	13,171
Weighted average common shares outstanding for basic EPS		20,337		20,925		20,442		20,902
Net effect of dilutive options		3		104		11		106
Weighted average shares outstanding for diluted EPS		20,340		21,029		20,453		21,008
Basic earnings per share	$	0.23	$	0.24	$	0.46	$	0.63
Diluted earnings per share	$	0.23	$	0.24	$	0.46	$	0.63

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Note 13 - Accounting Pronouncements

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

13

.  

ACCOUNTING PRONOUNCEMENTS

Recently Issued

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, intended to simplify the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation for debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcements at the June 2015 EITF Meeting. ASU 2015-15 amends Subtopic 835-30 to include that the SEC would not object to the deferral and presentation of debt issuance costs as an asset and subsequent amortization of debt issuance costs over the term of the line-of-credit arrangement, whether or not there are any outstanding borrowings on the line-of-credit arrangement. This guidance is effective for fiscal years (and interim reporting periods within fiscal years) beginning after December 15, 2015. The Company does not expect this guidance to have a material impact on its consolidated results of operations, cash flows, financial position or disclosures.

In May 2014, the FASB issued ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. This guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and expands the related disclosure requirements. The new standard was originally scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB delayed the effective date of this guidance for one year. With the delay, the new standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods therein, with an option to adopt the standard on the originally scheduled effective date. The Company is currently evaluating the impact that this new guidance may have on its consolidated financial statements.

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Note 9 - Shareholders' Equity

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

9

.    

SHAREHOLDERS’ EQUITY

During the 26 weeks ended August 30, 2015, the Company issued 2,500 shares pursuant to the exercises of stock options and received proceeds of $50 from such exercises and recognized stock-based compensation expense, net of recognized tax benefits, of $841. These transactions resulted in an $891 increase in additional paid-in capital during the period.

On January 8, 2015, the Company announced that its Board of Directors had authorized the Company’s purchase, on the open market and in privately negotiated transactions, of up to 1,250,000 shares of its common stock, representing 6% of the Company’s 20,945,634 total outstanding shares as of the close of business on January 7, 2015. This authorization supersedes all prior Board of Directors’ authorizations to purchase shares of the Company’s common stock.

Pursuant to the share purchase authorization announced on January 8, 2015, the Company purchased an aggregate of 581,032 shares during the 26 weeks ended August 30, 2015 at an average purchase price per share of $20.52 and an aggregate purchase price of $11,936, leaving 550,212 shares that may be purchased by the Company pursuant to the aforementioned share purchase authorization. The Company purchased 444,834 of such shares pursuant to a Rule 10b5-1 Stock Purchase Plans established by the Company on February 13, 2015, effective on March 9, 2015, and terminated by the Company on April 24, 2015 and on May 15, 2015, effective on May 18, 2015, and terminated by the Company on June 29, 2015. Additional purchases by the Company pursuant to the aforementioned share purchase authorization may occur from time to time in the future. As previously announced by the Company, shares purchased by the Company will be retained as treasury stock and will be available for use under the Company’s stock option plan and for other corporate purposes.

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Note 7 - Restructuring Charges

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Restructuring and Related Activities Disclosure [Text Block]

7.    

RESTRUCTURING CHARGES

During the 2013 fiscal year, the Company recorded restructuring charges of $2,730 related to the closure of the Company’s Nelco Technology (Zhuhai FTZ) Ltd. business unit located in Zhuhai, China. The charges included a non-cash asset impairment charge of $3,620 related to property, plant and equipment and were net of the recapture of a non-cash cumulative currency translation adjustment of $1,465. The reclassification of the non-cash cumulative currency translation adjustment was included in foreign currency translation charges in the Consolidated Statements of Comprehensive Earnings. The Nelco Technology (Zhuhai FTZ) Ltd. building was sold for $2,026 during the first quarter of the 2016 fiscal year. There was no gain or loss on the sale of the building, since the carrying value of the building was equal to the selling price. The Company paid $38 and $25 during the 13 weeks ended August 30, 2015 and August 31, 2014, respectively, and $75 and $131 during the 26 weeks ended August 30, 2015 and August 31, 2014, respectively, of additional pre-tax charges related to such closure.

The Company recorded additional restructuring charges of $53 and $59 during the 13 weeks ended August 30, 2015 and August 31, 2014, respectively, and $140 and $220 during the 26 weeks ended August 30, 2015 and August 31, 2014, respectively, related to the closure of the Company’s New England Laminates Co., Inc. business unit located in Newburgh, New York. The New England Laminates Co., Inc. building in Newburgh, New York is held for sale. In the 2004 fiscal year, the Company reduced the book value of the building to zero, and the Company intends to sell it during the 2016 fiscal year.

In the 2015 fiscal year third quarter, the Company recorded a $496 charge in connection with cost reduction initiatives in the United States. Through August 30, 2015, $454 of such charge were paid and the remaining balance of $42 is expected to be paid through December 2015.

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Note 8 - Earnings Per Share

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Earnings Per Share [Text Block]

8

.     

EARNINGS PER SHARE

Basic earnings per share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed by dividing net earnings by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b) the potentially dilutive securities outstanding during the period. Stock options are the only potentially dilutive securities; and the number of dilutive options is computed using the treasury stock method.

The following table sets forth the calculation of basic and diluted earnings per share:

	13 Weeks Ended				26 Weeks Ended
(Amounts in thousands, except per share amounts)	August 30, 2015		August 31, 2014		August 30, 2015		August 31, 2014
Net earnings	$	4,569	$	4,955	$	9,346	$	13,171
Weighted average common shares outstanding for basic EPS		20,337		20,925		20,442		20,902
Net effect of dilutive options		3		104		11		106
Weighted average shares outstanding for diluted EPS		20,340		21,029		20,453		21,008
Basic earnings per share	$	0.23	$	0.24	$	0.46	$	0.63
Diluted earnings per share	$	0.23	$	0.24	$	0.46	$	0.63

Potentially dilutive securities, which were not included in the computation of diluted earnings per share because either the effect would have been anti-dilutive or the options’ exercise prices were greater than the average market price of the common stock, were 926,000 and 28,000 for the 13 weeks ended August 30, 2015 and August 31, 2014, respectively, and 812,000 and 26,000 for the 26 weeks ended August 30, 2015 and August 31, 2014, respectively.

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Note 10 - Income Taxes

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Income Tax Disclosure [Text Block]

10

.   

INCOME TAXES

The Company’s effective tax rates for the 13 weeks and 26 weeks ended August 30, 2015 were 12.5% and 11.5%, respectively, compared to 13.1% and 15.4%, respectively, for the 13 weeks and 26 weeks ended August 31, 2014. The lower effective tax rate for the 13 weeks ended August 30, 2015 was primarily due to higher portions of taxable income in jurisdictions with lower effective income tax rates and larger foreign tax incentives.

The Company continuously evaluates the liquidity and capital requirements of its operations in the United States and of its foreign operations. As a result of such evaluation during the 2014 fiscal year, the Company recorded a non-cash charge for the accrual of U.S. deferred income taxes in the amount of $63,958 on undistributed earnings of the Company’s subsidiary in Singapore. In the first quarter ended May 31, 2015, the Company repatriated $58,000 to the United States and paid income taxes of $10,682 to the respective tax authorities.

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Note 8 - Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 30, 2015	Aug. 30, 2014	Aug. 30, 2015	Aug. 30, 2014
Net earnings	$ 4,569	$ 4,955	$ 9,346	$ 13,171
Weighted average common shares outstanding for basic EPS (in shares)	20,337	20,925	20,442	20,902
Net effect of dilutive options (in shares)	3	104	11	106
Weighted average shares outstanding for diluted EPS (in shares)	20,340	21,029	20,453	21,008
Basic earnings per share (in dollars per share)	$ 0.23	$ 0.24	$ 0.46	$ 0.63
Diluted earnings per share (in dollars per share)	$ 0.23	$ 0.24	$ 0.46	$ 0.63

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Note 4 - Inventories (Tables)

6 Months Ended

Aug. 30, 2015

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	August 30,		March 1,
	2015		2015
Inventories:
Raw materials	$	7,468	$	7,376
Work-in-process		2,895		3,114
Finished goods		3,301		3,605
Manufacturing supplies		386		344
	$	14,050	$	14,439

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Note 3 - Marketable Securities - Summary of Unrealized Gains/Losses on Available-for-Sale Securities (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Aug. 30, 2015	Mar. 01, 2015
US Treasury and Government [Member]
Amortized Cost Basis	$ 108,055	$ 119,191
Gross Unrealized Gains	356	314
Gross Unrealized Losses	27	12
Domestic Corporate Debt Securities [Member]
Amortized Cost Basis	31,790	11,097
Gross Unrealized Gains	0	5
Gross Unrealized Losses	90	0
Amortized Cost Basis	139,845	130,288
Gross Unrealized Gains	356	319
Gross Unrealized Losses	$ 117	$ 12

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Consolidated Statements of Comprehensive Earnings (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 30, 2015	Aug. 31, 2014	Aug. 30, 2015	Aug. 31, 2014
Gains on Marketable Securities [Member]
Unrealized gains on marketable securities:
Unrealized holding gains arising during the period	$ 14		$ 29	$ 22
Less: reclassification adjustment for gains (losses) included in net earnings	(3)	$ 0	(6)	0
Losses on Marketable Securities [Member]
Unrealized gains on marketable securities:
Unrealized holding gains arising during the period	(128)	$ (12)	(71)	$ (5)
Less: reclassification adjustment for gains (losses) included in net earnings	3		3
Net earnings	4,569	$ 4,955	9,346	$ 13,171
Foreign currency translation	8	18	63	(76)
Other comprehensive (loss) earnings	(106)	6	18	(59)
Total comprehensive earnings	$ 4,463	$ 4,961	$ 9,364	$ 13,112

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Note 4 - Inventories

6 Months Ended

Aug. 30, 2015

Notes to Financial Statements

Inventory Disclosure [Text Block]

4

.

     INVENTORIES

 

Inventories are stated at the lower of cost (first-in, first-out method) or market. The Company writes down its inventory for estimated obsolescence or unmarketability based upon the age of the inventory and assumptions about future demand for the Company's products and market conditions. Inventories consisted of the following:

	August 30,		March 1,
	2015		2015
Inventories:
Raw materials	$	7,468	$	7,376
Work-in-process		2,895		3,114
Finished goods		3,301		3,605
Manufacturing supplies		386		344
	$	14,050	$	14,439

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Note 3 - Marketable Securities - Estimated Fair Value of Securities by Contractual Maturity (Details) $ in Thousands	Aug. 30, 2015 USD ($)
Due in one year or less	$ 62,815
Due after one year through five years	77,269
	$ 140,084

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Note 11 - Geographic Regions - Financial Information by Geographic Region, Assets (Details) - USD ($) $ in Thousands	Aug. 30, 2015	Mar. 01, 2015
North America [Member]
Long-lived assets	$ 22,620	$ 23,562
Asia [Member]
Long-lived assets	9,946	12,490
Europe [Member]
Long-lived assets	304	325
Long-lived assets	$ 32,870	$ 36,377

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Note 3 - Marketable Securities (Tables)

6 Months Ended

Aug. 30, 2015

Notes Tables

Schedule of Fair Value of Separate Accounts by Major Category of Investment [Table Text Block]

	August 30, 2015
	Total		Level 1		Level 2		Level 3
U.S. Treasury and other government securities	$	108,384	$	108,384	$	-	$	-
U.S. corporate debt securities		31,700		31,700		-		-
Total marketable securities	$	140,084	$	140,084	$	-	$	-

	March 1, 2015
	Total		Level 1		Level 2		Level 3
U.S. Treasury and other government securities	$	119,493	$	119,493	$	-	$	-
U.S. corporate debt securities		11,102		7,084		4,018		-
Total marketable securities	$	130,595	$	126,577	$	4,018	$	-

Schedule of Unrealized Loss on Investments [Table Text Block]

	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses
August 30, 2015:
U.S. Treasury and other government securities	$	108,055	$	356	$	27
U.S. corporate debt securities		31,790		-		90
Total marketable securities	$	139,845	$	356	$	117
March 1, 2015:
U.S. Treasury and other government securities	$	119,191	$	314	$	12
U.S. corporate debt securities		11,097		5		-
Total marketable securities	$	130,288	$	319	$	12

Investments Classified by Contractual Maturity Date [Table Text Block]

Due in one year or less	$	62,815
Due after one year through five years		77,269
	$	140,084