PARK ELECTROCHEMICAL CORP
10-Q, 1996-01-10
PRINTED CIRCUIT BOARDS
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                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             F O R M  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 November 26, 1995

                                               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.)

   5 Dakota Drive, Lake Success, N.Y.                       11042
- -------------------------------------                     ----------     
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code  (516) 354-4100     

                              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 [ ]


               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


      Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes [ ]   No [ ]


                  APPLICABLE ONLY TO CORPORATE ISSUERS:  

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 11,544,064 as of January 8,
1996.





<PAGE>  2



                        PARK ELECTROCHEMICAL CORP.
                             AND SUBSIDIARIES



                                 I N D E X

                                          
                                                               Page 
                                                              Number

PART I.     FINANCIAL INFORMATION:

   Item 1.  Financial Statements

            Condensed Consolidated Balance Sheets
             November 26, 1995 (Unaudited) and 
             February 26, 1995..............................     3

            Consolidated Statements of Earnings
             13 weeks and 39 weeks ended November 26, 1995    
             (Unaudited) and November 27, 1994 (Unaudited)..     4        
                                                          
            Condensed Consolidated Statements of Cash Flows
             39 weeks ended November 26, 1995 (Unaudited)
             and November 27, 1994 (Unaudited) ............      5

            Notes to Condensed Consolidated Financial
             Statements (Unaudited) .......................      6

   Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of 
             Operations ...................................      7


PART II.    OTHER INFORMATION:

   Item 1.  Legal Proceedings ..............................     11
   
   Item 6.  Exhibits and Reports on Form 8-K ...............     11 


SIGNATURES  .................................................    12   
                                  



















                                       -2-                         

<PAGE>  3
<TABLE>
                         PARK ELECTROCHEMICAL CORP.
                             AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEETS 
                               (In thousands)
<CAPTION>
                                                November 26,     February 26,
                                                    1995             1995  
<S>                                              <C>              <C>
ASSETS                                           (Unaudited)           *

  Cash and cash equivalents                                  $ 20,153             $ 30,803
 
  Marketable securities                                        22,392               15,107

  Accounts receivable, net                                     45,367               33,172
                                                         
  Inventories (Note 2)                                         24,770               16,181

  Prepaid expenses & other current assets                       3,844                3,057
                                                             --------              ------- 
     Total current assets                                     116,526               98,320

  Property, plant and equipment, net                           74,187               61,427

  Other assets                                                  1,893                2,304
                                                             --------             --------
                                                             $192,606             $162,051
                                                             ========             ========
 
LIABILITIES AND STOCKHOLDERS' EQUITY

  Accounts payable                                           $ 36,255             $ 24,616

  Accrued liabilities                                          16,180               15,844

  Income taxes payable                                          4,336                2,825
                                                             --------             --------  
     Total current liabilities                                 56,771               43,285

  Long-term debt                                                  -                     23

  Deferred income taxes                                         5,773                5,243

  Deferred pension liability                                    1,452                1,452

  Stockholders' Equity: (Note 3)
   Common stock                                                 1,358                1,358
   Other stockholders' equity                                 127,252              110,690
                                                             --------             --------   
     Total stockholders' equity                               128,610              112,048
                                                             --------             --------
                                                             $192,606             $162,051
                                                             ========             ========  


<FN>
*The Balance Sheet at February 26, 1995 has been derived from the
 audited financial statements at that date.
</TABLE>






                                       -3-                                     

<PAGE> 4
<TABLE>

                         PARK ELECTROCHEMICAL CORP.
                             AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF EARNINGS
               (Unaudited - in thousands, except per share data)

<CAPTION>

                                  13 weeks ended          39 weeks ended
                             November 26, November 27, November 26, November 27,
                                1995         1994         1995         1994    
<S>                           <C>          <C>         <C>          <C>
Net sales                     $81,866      $64,834     $227,215     $186,398

Cost of sales                  63,469       50,060      175,892      145,857
                              --------     --------    ---------    ---------  
  Gross profit                 18,397       14,774       51,323       40,541

Selling, general and
 administrative                 9,312        7,564       25,799       21,976
                              --------     --------    ---------    ---------

  Profit from operations        9,085        7,210       25,524       18,565
                              --------     --------    ---------    ---------
Other income (expense):
 Interest expense                 -             (5)         -           (417)
 Other income, net                564          381        1,683        1,225
                              --------     --------    ---------    --------- 

Total other income                564          376        1,683          808
                              --------     --------    ---------    ---------
  
Earnings before income taxes    9,649        7,586       27,207       19,373

Income tax provision            3,182        2,807        9,350        7,168
                              --------     --------    ---------    ---------
Net earnings                  $ 6,467      $ 4,779     $ 17,857     $ 12,205
                              ========     ========    =========    =========

Net earnings per common
 share (Note 3):
 Primary                      $   .55      $   .42     $   1.52     $   1.14
 Fully diluted                $   .55      $   .41     $   1.51     $   1.08

Weighted average number of 
 common shares 
 outstanding (Note 3):
 Primary                       11,857       11,374       11,763       10,666
 Fully diluted                 11,857       11,658       11,801       11,560

Dividends per common share    $   .08      $   .06     $    .20     $    .14

</TABLE>












                                         -4- 

<PAGE>  5
<TABLE>
                              PARK ELECTROCHEMICAL CORP.
                                   AND SUBSIDIARIES
  
                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited - in thousands)
<CAPTION>
                                                          39 weeks ended
                                                     November 26,  November 27,
                                                        1995          1994   
                                                     -----------   -----------     
<S>                                                   <C>           <C>
Net cash provided by operating activities             $ 17,152      $ 20,151 
                                                      ---------     ---------

Cash flows from investing activities:              
 Purchases of property, plant and
  equipment, net                                       (19,029)      (10,787)
 Purchases of marketable securities                    (20,206)      (11,018)
 Proceeds from sales of marketable   
  securities                                            13,094        19,034 
                                                      ---------     ---------
  Net cash used in investing activities                (26,141)       (2,771)
                                                      ---------     ---------

Cash flows from financing activities:
 Repayment of borrowings                                    (3)          (93)
 Dividends paid                                         (2,298)       (1,541)
 Proceeds from exercise of stock options                   682           638 
 Debt conversion costs                                       2          (100)
                                                      ---------     ---------
  Net cash used in financing activities                 (1,617)       (1,096)
                                                      ---------     ---------


(Decrease) increase in cash and cash 
 equivalents before exchange rate changes              (10,606)       16,284 
Effect of exchange rate changes on cash 
 and cash equivalents                                      (44)          (58)
                                                      ---------     ---------

(Decrease) increase in cash and cash                                         
 equivalents                                           (10,650)       16,226
Cash and cash equivalents, beginning          
 of period                                              30,803        14,135
                                                      ---------     ---------
Cash and cash equivalents, end of period              $ 20,153      $ 30,361 
                                                      =========     =========


Supplemental cash flow information:
  Cash paid during the period for: 
    Interest                                          $    -        $     28
    Income taxes                                      $  6,803      $  6,992
</TABLE>                            

Supplemental disclosure of non-cash financing activities:

The Company's Board of Directors voted a two-for-one stock split on July 12,
1995, which was distributed on August 15, 1995 to stockholders of record on July
24, 1995.

During the quarter ended May 29, 1994 the Company issued 3,172,368 shares of
Common Stock upon the conversion of $32,835,000 principal amount of 7-1/4%
Convertible Subordinated Debentures.

                                          -5-

<PAGE>  6

                          PARK ELECTROCHEMICAL CORP.
                               AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

       The condensed consolidated balance sheet as of November 26, 1995, the
       consolidated statements of earnings for the 13 weeks and 39 weeks ended
       November 26, 1995 and November 27, 1994, and the condensed consolidated
       statements of cash flows for the 39 week periods then ended have been
       prepared by the Company, without audit.  In the opinion of management,
       all adjustments (which include only normal recurring adjustments)
       necessary to present fairly the financial position at November 26, 1995,
       and the results of operations and cash flows for all periods presented,
       have been made.

       Certain information and footnote disclosures normally included in
       financial statements prepared in accordance with generally accepted
       accounting principles have been condensed or omitted.  It is suggested
       that these condensed consolidated financial statements be read in
       conjunction with the financial statements and notes thereto included in
       the Company's Annual Report on Form 10-K for the fiscal year ended
       February 26, 1995.


2.   INVENTORIES
<TABLE>
     Inventories consist of the following:
<CAPTION>
                      
                                          November 26,       February 26, 
                                               1995              1995   
                                          ------------       ------------    
       <S>                                <C>               <C>
      Raw materials                        $11,025,000        $ 5,215,000
      Work-in-process                        4,854,000          2,997,000
      Finished goods                         8,145,000          7,446,000
      Manufacturing supplies                   746,000            523,000
                                           -----------        -----------
                                           $24,770,000        $16,181,000
                                           ===========        ===========
</TABLE>


3.    STOCKHOLDERS' EQUITY

      On July 12, 1995 the Company's Board of Directors voted a two-for-one
      stock split in the form of a 100% common stock dividend.  The stock
      dividend was distributed on August 15, 1995 to stockholders of record on
      July 24, 1995.  All share and per share data for prior periods have been
      retroactively restated to reflect the stock split.  In addition, on July
      12, 1995 the Company's shareholders approved an increase in the number of
      authorized shares of common stock from 15,000,000 to 30,000,000. 










                                              -6-

<PAGE> 7

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

Overview  

       The Company's electronic materials business was responsible for
the improvement in the Company's results of operations for the nine-
month and three-month periods ended November 26, 1995.  The United
States and Southeast Asian markets for sophisticated printed circuit
materials were strong during this period, and the Company's electronic
materials operations located in these regions performed well as a
result.  While the market in Europe for sophisticated printed circuit
materials has not been as strong as in the United States or Southeast
Asia, it improved over the comparable periods of the prior fiscal
year, and the Company's European operations benefitted from this
improvement.  

       During the nine-month period ended November 26, 1995, the
Company's electronic materials business incurred raw material cost
increases and additional costs associated with the Company's ongoing
major expansion projects in Newburgh, New York and Tempe, Arizona.  In
addition, the electronic materials business experienced temporary
inefficiencies caused by operating certain facilities at levels in
excess of their designed manufacturing capacity.  These cost increases
and temporary operating inefficiencies adversely affected the
Company's gross margins.  However, the Company was able to offset such
effects by improving its overall operating efficiencies, in part, by
consolidating functions, by continuing to reduce manufacturing waste
and improve yields, and by improving the overall productivity of its
workforce.  In addition, the Company redesigned product in order to
reduce material costs.  The Company was also able to offset these cost
increases and inefficiencies through its ongoing efforts to expand its
higher technology, higher margin product lines.  

       Operating results of the Company's plumbing and industrial
components business were not significant during the nine-month and
three-month periods ended November 26, 1995.

Results of Operations

Nine Months Ended November 26, 1995 Compared with Nine Months Ended
November 27, 1994

       Sales for the nine-month period ended November 26, 1995
increased 22% to $227.2 million from $186.4 million for last fiscal
year's comparable period.  Sales of the electronic materials business
for the nine-month period ended November 26, 1995 were $199.9 million,
or 88% of total sales worldwide, compared with $161.2 million, or 86%
of total sales worldwide, for the last fiscal year's comparable
period.  This 24% increase in sales of electronic materials was
principally the result of higher volume of electronic materials
shipped and an increase in sales of higher technology products.  Sales
of the plumbing and industrial component business for the nine-month
period ended November 26, 1995 increased 8% to $27.4 million from
$25.2 million for last fiscal year's comparable period.  

       The Company's foreign electronic materials operations accounted
for $68.0 million of sales, or 30% of the Company's total sales
worldwide, during the nine-month period ended November 26, 1995
compared with $43.9 million of sales, or 24% of total sales worldwide,
during last fiscal year's comparable period.  Sales by the Company's
foreign operations during the nine-month period ended November 26,
1995 increased 55% from last fiscal year's comparable period.  While 


                                         -7-

<PAGE> 8

sales by each of the Company's foreign operations were higher in the
nine-month period ended November 26, 1995 compared with the comparable
period in the prior fiscal year, the increase in sales by foreign
operations was principally due to an increase in sales by the
Company's Singapore operations.  The expansion of the Company's
Singapore manufacturing facility was completed at the end of the
Company's 1995 fiscal year.

       The gross margin for the Company's worldwide operations was
22.6% during the nine-month period ended November 26, 1995 compared
with 21.7% for last fiscal year's comparable   period.  The
improvement in the gross margin was attributable to the increase in
sales volume over the prior fiscal year's comparable period, the
continuing growth in sales of higher technology, higher margin
products, and improved operating efficiencies.  This improvement was
offset in part by higher raw material costs, costs associated with the
start-up of the new facilities in Newburgh, New York and Tempe,
Arizona, and inefficiencies caused by operating certain facilities at
levels in excess of their designed capacity. 

       Selling, general and administrative expenses, measured as a
percentage of sales, were 11.4% during the nine-month period ended
November 26, 1995 compared with 11.7% during last fiscal year's
comparable period.  This reduction was a function of the partially
fixed nature of the selling, general and administrative expenses
relative to the increase in sales.

       For the reasons set forth above, profit from operations for the
nine-month period ended November 26, 1995 increased 37% to $25.5
million from $18.6 million for last fiscal year's comparable period. 

       Interest expense for the nine-month period ended November 26,
1995 was minimal compared with $0.4 million during last fiscal year's
comparable period.  During the first quarter of the prior fiscal year,
the Company called its 7-1/4% Convertible Subordinated Debentures for
redemption; as a result, nearly all of such Debentures outstanding at
the beginning of the prior fiscal year were converted into Common
Stock during that fiscal year's first quarter, which eliminated the
Company's long-term debt and the associated interest expense.  Other
income, principally investment income, increased 37% to $1.7 million
for the nine-month period ended November 26, 1995 from $1.2 million
for last fiscal year's comparable period.  The increase in investment
income, relative to the same period during the prior fiscal year, was
attributable to the increase in the prevailing interest rates during
the current period and to the increase in cash available for invest-
ment.  

       The Company's effective income tax rate for the nine-month
period ended November 26, 1995 was 34.4% compared with 37.0% for last
fiscal year's comparable period.  This decrease in the effective tax
rate for the current fiscal year's first nine months was primarily the
result of favorable foreign tax rate differentials. 

       Net earnings for the nine-month period ended November 26, 1995
increased 47% to $17.9 million from $12.2 million for last fiscal
year's comparable period.  Primary and fully diluted earnings per
share increased to $1.52 and $1.51, respectively, for the nine-month
period ended November 26, 1995 from $1.14 and $1.08, respectively, for
last fiscal year's comparable period.  This increase in earnings and
earnings per share was primarily attributable to the increase in the
profit from operations, the effects of the conversion of the Deben-
tures, and the lower effective tax rate.  




                                         -8-

<PAGE> 9

Three Months Ended November 26, 1995 Compared with Three Months Ended
November 27, 1994

       Sales for the third quarter of the 1996 fiscal year increased
26% to $81.9 million from $64.8 million for last fiscal year's
comparable period.  Sales of the electronic materials business for the
third quarter of the 1996 fiscal year were $72.6 million, or 89% of
total sales worldwide, compared with $55.9 million, or 86% of total
sales worldwide, for the last fiscal year's comparable period.  This
30% increase in sales of electronic materials was principally the
result of higher volume of electronic materials shipped and an
increase in sales of higher technology products.  Sales of the
plumbing and industrial component business for the third quarter of
the 1996 fiscal year increased 3% to $9.3 million from $9.0 million
for last fiscal year's comparable period.  

       The Company's foreign electronic materials operations accounted
for $24.1 million of sales, or 29% of the Company's total sales
worldwide, during the third quarter of the 1996 fiscal year compared
with $15.6 million of sales, or 24% of total sales worldwide, during
last fiscal year's comparable period.  Sales by the Company's foreign
operations during the third quarter of the 1996 fiscal year increased
55% from last fiscal year's comparable period.  While sales by each of
the Company's foreign operations were higher in the third quarter of
the 1996 fiscal year compared with the comparable period in the prior
fiscal year, the Company's Singapore operations had the largest
increase in sales.

       The gross margin for the Company's worldwide operations was
22.5% during the third quarter of the 1996 fiscal year compared with
22.8% for last fiscal year's comparable period.  The decline in the
gross margin was attributable to higher raw material costs, costs
associated with the start-up of the new facilities in Newburgh, New
York and Tempe, Arizona, and inefficiencies caused by operating
certain facilities at levels in excess of their designed capacity. 
This temporary margin decline was offset in part by the increase in
sales volume over the prior fiscal year's comparable period, the
continuing growth in sales of higher technology, higher margin
products, and improved operating efficiencies.  

       Selling, general and administrative expenses, measured as a
percentage of sales, were 11.4% during the third quarter of the 1996
fiscal year compared with 11.7% during last fiscal year's comparable
period.  This reduction was a function of the partially fixed nature
of the selling, general and administrative expenses relative to the
increase in sales.

       For the reasons set forth above, profit from operations for the
third quarter of the 1996 fiscal year increased 26% to $9.1 million
from $7.2 million for last fiscal year's comparable period. 

       Interest expense was virtually eliminated for the third quarter
of the 1996 fiscal year and for last fiscal year's comparable period. 
Other income, principally investment income, increased 48% to $0.6
million for the third quarter of the 1996 fiscal year from $0.4
million for last fiscal year's comparable period.  The increase in
investment income, relative to the same period during the prior fiscal
year, was attributable to the increase in the prevailing interest
rates during the current period.  

       The Company's effective income tax rate for the third quarter of
the 1996 fiscal year was 33.0% compared with 37.0% for last fiscal
year's comparable period.  This decrease in the effective tax rate for
the third quarter of the 1996 fiscal year was primarily the result of
favorable foreign tax rate differentials. 

                                         -9-

PAGE <10>

       Net earnings for the third quarter of the 1996 fiscal year
increased 35% to $6.5 million from $4.8 million for last fiscal year's
comparable period.  Primary and fully diluted earnings per share
increased to $.55, for the third quarter of the 1996 fiscal year from
$.42 and $.41, respectively, for last fiscal year's comparable period. 
This increase in earnings and earnings per share was primarily
attributable to the increase in the profit from operations and the
lower effective tax rate.  

Liquidity and Capital Resources

       At November 26, 1995, the Company's cash and temporary invest-
ments were $42.5 million  compared with $45.9 million at February 26,
1995, the end of the Company's 1995 fiscal year.  The decrease in the
Company's cash and investment position at November 26, 1995 was
attributable principally to investments in property, plant and
equipment, as discussed below.  The Company's working capital was
$59.8 million at November 26, 1995 compared with $55.0 million at
February 26, 1995.  The increase at November 26, 1995 compared with
February 26, 1995 was due to an increase in receivables and
inventories, offset in part by higher payables.  The increase in
receivables at November 26, 1995 compared with February 26, 1995 was
due to increased sales;  the increase in inventories for the same
period was due to increased sales and to higher purchases of raw
materials to ensure adequate supply of such material.  The Company's
current ratio (the ratio of current assets to current liabilities) was
2.1 to 1 at November 26, 1995 compared with 2.3 to 1 at February  26,
1995.

       During the nine months ended November 26, 1995, the Company
generated funds from operations of $17.2 million and expended $19.0
million for the purchase of property, plant and equipment.  Cash
provided by net earnings before depreciation and amortization of $24.7
million was reduced by a net increase in non-cash working capital
items, resulting in $17.2 million of cash provided from operating
activities.  A significant portion of the current fiscal year's
capital expenditures relate to the Company's installing additional
capacity at new electronic materials facilities in Newburgh, New York
and Tempe, Arizona.  These expansions will increase the Company's
capacity and capability for the production of sophisticated printed
circuit materials.  Expenditures for property, plant and equipment
were $10.3 million, $9.6 million, and $17.5 million in the 1993, 1994
and 1995 fiscal years, respectively.  The Company expects the level of
capital expenditures in the 1997 fiscal year to be in the same range
as in the 1996 fiscal year.  While the Company's capital budget for
the 1997 fiscal year has not yet been finalized, the Company is
currently considering further expansions of its electronic materials
operations, particularly in the United States and Southeast Asia.  

       At November 26, 1995 the Company had no long-term debt.  The
Company believes its financial resources will be sufficient, for the
foreseeable future, to provide for continued investment in property,
plant and equipment and for general corporate purposes.  













                                        -10-

<PAGE> 11

                          PARK ELECTROCHEMICAL CORP.
                               AND SUBSIDIARIES




PART II.     OTHER INFORMATION

  Item 1.      Legal Proceedings.

               (a)  There are no material pending legal proceedings to which the
                    Company is a party or to which any of its properties is
                    subject.

               (b)  No material pending legal proceeding was terminated during
                    the fiscal quarter ended November 26, 1995.


  Item 6.        Exhibits and Reports on Form 8-K.

                 (a)  Exhibits:

                      No. 11.01     Computation of Fully Diluted Earnings Per  
                                    Common Share.
  
                      No. 27.01     Summary financial information for the
                                    nine-month period ended November 26, 1995.

                 (b)  There were no reports on Form 8-K filed during the 
                      fiscal quarter ended November 26, 1995.
             



































                                       -11-

<PAGE> 12



                          PARK ELECTROCHEMICAL CORP.
                               AND SUBSIDIARIES



                                  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)




Date:    January 9, 1996                   /s/Jerry Shore                      
         ----------------                  -------------------------
                                                  Jerry Shore
                                           Chairman of the Board and
                                                    President




Date:    January 9, 1996                   /s/Paul R. Shackford          
         ----------------                  -------------------------
                                               Paul R. Shackford
                                               Vice President and
                                           Principal Financial Officer

























                                    -12-

<PAGE> 13




                                   PARK ELECTROCHEMICAL CORP.
                                        AND SUBSIDIARIES

                                  Quarterly Report on Form 10-Q
                         for the fiscal quarter ended November 26, 1995





Exhibit No.            Name                                                    

   11                  Computation of fully diluted
                       earnings per common share


   27                  Financial Data Schedule - filed only by
                       electronic transmission with EDGAR filing
                       with the Securities and Exchange Commission










































                                              -13-




<TABLE>
                                                                   EXHIBIT NO. 11.01

                              PARK ELECTROCHEMICAL CORP.
                                   AND SUBSIDIARIES

                COMPUTATION OF FULLY DILUTED EARNINGS PER COMMON SHARE
                   (Unaudited - in thousands, except per share data)

<CAPTION>
                                         13 weeks ended            39 weeks ended
                                    November 26, November 27,  November 26, November 27,
                                       1995         1994         1995         1994    
                                    ----------- ------------  ----------- ------------
<S>                                  <C>          <C>           <C>         <C>
ADJUSTMENT OF NET EARNINGS:

  Net earnings before 
   adjustment                        $ 6,467      $ 4,779      $17,857     $12,205

  Adjustments resulting from
   assumed conversion of 7-1/4% 
   Convertible Subordinated
   Debentures:
 
  Reduction of interest expense 
   and amortization of deferred
   debt financing costs                 -            -            -            389   

  Related tax effect of above           -            -            -           (136)
                                     -------      -------      -------     --------
Net earnings as adjusted             $ 6,467      $ 4,779      $17,857     $12,458
                                     =======      =======      =======     ========


ADJUSTMENT OF WEIGHTED AVERAGE
 NUMBER OF COMMON SHARES 
 OUTSTANDING:

  Weighted average number of
   common shares outstanding          11,525       11,374       11,484      10,666

  Additional shares assuming:
  
  Conversion of Convertible
   Subordinated Debentures               -            -            -           672

  Exercise of Stock Options              332          284          317         222
                                     -------      -------      -------     --------

  Adjusted weighted average number
   of common shares outstanding
   during the period                  11,857       11,658       11,801      11,560
                                     =======      =======      =======     ========

  Earnings per share fully             
   diluted                           $   .55      $   .41      $  1.51     $  1.08
                                     =======      =======      =======     ========

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF PARK ELECTROCHEMICAL CORP. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-03-1996
<PERIOD-END>                               NOV-26-1995
<CASH>                                          20,153
<SECURITIES>                                    22,392
<RECEIVABLES>                                   45,367
<ALLOWANCES>                                         0
<INVENTORY>                                     24,770
<CURRENT-ASSETS>                               116,526
<PP&E>                                         144,330
<DEPRECIATION>                                  70,143
<TOTAL-ASSETS>                                 192,606
<CURRENT-LIABILITIES>                           56,771
<BONDS>                                              0
<COMMON>                                         1,358
                                0
                                          0
<OTHER-SE>                                     127,252
<TOTAL-LIABILITY-AND-EQUITY>                   192,606
<SALES>                                        227,215
<TOTAL-REVENUES>                               228,898
<CGS>                                          175,892
<TOTAL-COSTS>                                  201,691
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 27,207
<INCOME-TAX>                                     9,350
<INCOME-CONTINUING>                             17,857
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    17,857
<EPS-PRIMARY>                                    $1.52
<EPS-DILUTED>                                    $1.51<F1>
<FN>
<F1>On July 12, 1995 the Company's Board of Directors voted a two-for-one stock
split in the form of a 100% common stock dividend.  The stock dividend was
distributed on August 15, 1995 to stockholders of record on July 24, 1995.  All
share and per share data for prior periods have been retroactively restated to
reflect the stock split.  Accordingly, the earnings per share amounts reflect
the impact of the stock split.
</FN>
        

</TABLE>


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