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 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-week period and 26-week period ended September 1, 2013 were 4% lower and 5% lower, respectively, than in last year's comparable periods principally as a result of lower sales of the Company’s printed circuit materials products in Asia and Europe, partially offset by higher sales of such products in North America. The declines in the Company’s sales of printed circuit materials products were partially offset by increases in the Company’s sales of aerospace composite materials, parts and assemblies products in the 13-week and 26-week periods ended September 1, 2013 compared to sales of such products in last year’s comparable periods. Nevertheless, the Company’s total net sales worldwide in the 13-week period ended September 1, 2013 were higher than its total net sales in the three immediately preceding fiscal quarters, which were the 13 weeks ended June 2, 2013, the 14 weeks ended March 3, 2013 and the 13 weeks ended November 25, 2012.

Despite the lower total net sales in the 13-week and 26-week periods ended September 1, 2013 than in last year’s comparable periods, the Company’s gross profit margins, measured as percentages of sales, increased to 30.6% in the 13 weeks ended September 1, 2013 and to 30.3% in the 26 weeks ended September 1, 2013 from 28.4% and 28.3%, respectively, in last year’s comparable periods. Such gross margin increases resulted from the improved operating performance of the Company’s Park Aerospace Technologies Corp. (“PATC”) business unit in Newton, Kansas in the 2014 fiscal year 13 and 26 week periods and the cost reductions resulting from the closures of the Company’s Park Advanced Composite Materials, Inc. (“PACM”) facility located in Waterbury, Connecticut and the Nelco Technology (Zhuhai FTZ) Ltd. (“Nelco Zhuhai”) facility located in the Free Trade Zone in Zhuhai, China in the 2013 fiscal year. The increases in the gross profit margins were also attributable to the benefits from the higher percentage of sales of higher margin, high performance printed circuit materials products in the 2014 fiscal year periods than in the 2013 fiscal year comparable periods.

The Company’s earnings from operations were 83% higher in the 13 weeks ended September 1, 2013 and 37% higher in the 26 weeks ended September 1, 2013 than in last fiscal year’s comparable periods as a result of the margin increases in the 2014 fiscal year periods, lower selling, general and administrative expenses and lower restructuring charges in the 2014 fiscal year periods than in the 2013 fiscal year periods.

The Company’s net earnings were also higher in the 13 weeks and 26 weeks ended September 1, 2013 than in last fiscal year’s comparable periods as a result of the higher earnings from operations in the current fiscal year’s periods than in last year’s comparable periods and as a result of a tax benefit of $2.2 million recorded in the 2014 fiscal year second quarter in connection with a tax refund related to amended federal income tax returns for prior years. However, the Company’s net earnings in the 2014 fiscal year periods were adversely affected by the lower interest income realized by the Company in the 2014 fiscal year periods than in the prior fiscal year comparable periods and by the interest expense recorded by the Company in the current fiscal year periods as a result of the long-term debt incurred by the Company at the end of the 2013 fiscal year. 

The global markets for the Company’s printed circuit materials products continue to be very difficult to forecast, and it is not clear to the Company what the condition of the global markets for the Company’s printed circuit materials products will be in the 2014 fiscal year third quarter or beyond. Further, the Company is not able to predict the impact the current global economic and financial conditions will have on the markets for its aerospace composite materials, parts and assemblies products in the 2014 fiscal year third quarter or beyond.

In the Company’s 2013 fiscal year second quarter, the Company’s Nelco Zhuhai facility ceased its operations. In connection with the closure of such facility, the Company recorded pre-tax restructuring charges of approximately $119,000 and $319,000 in the 13 weeks and 26 weeks, respectively, ended September 1, 2013 and approximately $2.5 million in the 13 weeks and 26 weeks ended August 26, 2012.

Results of Operations:

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

* Intentionally omitted 

Net Sales

The Company’s total net sales worldwide in the 13-week period ended September 1, 2013 decreased 4% to $44.5 million from $46.4 million in last fiscal year's comparable period primarily as a result of lower total sales to the Company’s customers in Asia and Europe, partially offset by higher total sales in North America. The Company’s sales of printed circuit materials products to the Company’s customers in Asia and Europe were lower in the 13-week period ended September 1, 2013 than in last fiscal year’s comparable period, partially offset by higher sales of such products to the Company’s customers in North America during such period. The Company’s sales of aerospace composite materials, parts and assemblies products by its operations in North America and Europe were higher in the 13-week period ended September 1, 2013 than in last fiscal year’s comparable period, while such sales in Asia were lower in the 13-week period ended September 1, 2013 than in last fiscal year’s comparable period.

     The Company’s total net sales worldwide in the 26-week period ended September 1, 2013 decreased 5% to $87.9 million from $92.5 million in last fiscal year’s comparable period primarily as a result of lower total sales to the Company’s customers in Asia and Europe, partially offset by higher total sales in North America. The Company’s sales of printed circuit materials products to the Company’s customers in Asia and Europe were lower in the 26-week period ended September 1, 2013 than in last fiscal year’s comparable period, partially offset by higher sales of such products to the Company’s customers in North America during such period. The Company’s sales of aerospace composite materials, parts and assemblies products in Europe were higher in the 26 weeks ended September 1, 2013 than in last year’s comparable period, while such sales in North America and Asia were lower in the 26-week period ended September 1, 2013 than in last year’s comparable period. 

The Company’s total net sales of its printed circuit materials products were $37.0 million and $73.7 million in the 13 weeks and 26 weeks, respectively, ended September 1, 2013, or 83% and 84%, respectively, of the Company’s total net sales worldwide in such periods, compared to $40.6 million and $79.1 million in the 13 weeks and 26 weeks, respectively, ended August 26, 2012, or 87% and 86%, 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 $7.5 million and $14.2 million in the 13 weeks and 26 weeks, respectively, ended September 1, 2013, or 17% and 16%, respectively, of the Company’s total net sales worldwide in such periods, compared to $5.8 million and $13.4 million in the 13 weeks and 26 weeks, respectively, ended August 26, 2012, or 13% and 14%, respectively, of the Company’s total net sales worldwide in such periods.

The Company’s foreign sales were $21.6 million and $44.3 million, respectively, during the 13-week and 26-week periods ended September 1, 2013, or 49% of the Company’s total net sales worldwide in the 13-week period and 50% of such sales in the 26-week period, compared to $26.9 million and $51.4 million, respectively, of foreign sales, or 58% and 56%, respectively, of total net sales worldwide, during last year’s comparable periods. The Company’s foreign sales during the 13-week and 26-week periods ended September 1, 2013 decreased 20% and 14%, respectively, from the 2013 fiscal year comparable periods as a result of lower sales in Asia and Europe in both periods.

For the 13-week period ended September 1, 2013, the Company’s sales in North America, Asia and Europe were 51%, 43% and 6%, respectively, of the Company’s total net sales worldwide compared to 42%, 49% and 9%, respectively, for the 13-week period ended August 26, 2012; and for the 26-week period ended September 1, 2013, the Company’s sales in North America, Asia and Europe were 50%, 43% and 7%, respectively, of the Company’s total net sales worldwide compared to 45%, 45% and 10%, respectively, for the 26-week period ended August 26, 2012. The Company’s sales in North America increased 17%, its sales in Asia decreased 16% and its sales in Europe decreased 39% in the 13-week period ended September 1, 2013 compared to the 13-week period ended August 26, 2012, and its sales in North America increased 6%, its sales in Asia decreased 10% and its sales in Europe decreased 30% in the 26-week period ended September 1, 2013 compared to the 26-week period ended August 26, 2012.

During the 13-week and 26-week periods ended September 1, 2013, the Company’s total net sales worldwide of high performance printed circuit materials were 88% and 87%, respectively, of the Company’s total net sales worldwide of printed circuit materials, compared to 82% and 81%, respectively, for last fiscal year’s comparable periods.

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 77GHz.

Cost of Sales

The Company’s cost of sales decreased by 7% and 8%, respectively, in the 13-week and 26-week periods ended September 1, 2013 from the 2013 fiscal year comparable periods primarily as a result of lower sales and lower production volumes, the improved operating performance of the Company’s PATC business unit, the elimination of the additional, and in some instances duplicative, costs associated with the consolidation of all of the Company’s North American aerospace composite materials, parts and assemblies manufacturing, development and design activities at its PATC business unit in the 2013 fiscal year and the cost reductions resulting from the closures of the Company’s PACM facility and Nelco Zhuhai facility in the 2013 fiscal year. The Company’s cost of sales as a percentage of net sales decreased to 69.4% in the 13-week period ended September 1, 2013 from 71.6% in the 2013 fiscal year comparable period and to 69.7% in the 26-week period ended September 1, 2013 from 71.7% in the 2013 fiscal year comparable period resulting in gross profit margin improvements in the 2014 fiscal year periods.

Gross Profit

The Company’s gross profits in the 13 weeks and 26 weeks ended September 1, 2013 were higher than the gross profits in the prior year’s comparable periods and the gross profits as percentages of net sales for the Company’s worldwide operations in the 13 weeks and 26 weeks ended September 1, 2013 improved to 30.6% and 30.3%, respectively, from 28.4% and 28.3%, respectively, in the 13 weeks and 26 weeks ended August 26, 2012 despite lower total net sales in the 2014 fiscal year periods than in the 2013 fiscal year comparable periods and the partially fixed nature of certain costs. The gross profit margins in the 2014 fiscal year periods benefitted from the higher percentages of sales of higher margin, high performance printed circuit materials products in such periods than in the 2013 fiscal year comparable periods, the improved operating performance of the Company’s PATC business unit and cost reductions as a result of the aforementioned facility closures in the 2014 fiscal year periods than in the 2013 fiscal year comparable periods.

Selling, General and Administrative Expenses

Selling, general and administrative expenses declined by $0.6 million and by $1.1 million during the 13 weeks and 26 weeks, respectively, ended September 1, 2013, or by 8% during both periods, compared to last fiscal year's comparable periods, and these expenses, measured as percentages of sales, were 13.6% and 14.3%, respectively, during the 13 weeks and 26 weeks ended September 1, 2013 compared to 14.2% and 14.8%, respectively, during last fiscal year's comparable periods. Such expenses in the 13 weeks and 26 weeks ended August 26, 2012 were impacted by additional, and in some instances duplicative, expenses associated with the consolidation of all of the Company’s North American aerospace composite materials, parts and assemblies manufacturing, development and design activities at its PATC business unit. The decreases in such expenses in the 13 weeks and 26 weeks ended September 1, 2013 were partially the result of lower legal fees and expenses and favorable changes in foreign exchange rates in such periods as compared to the 2013 fiscal year comparable periods and the elimination of the additional, and in some instances duplicative, expenses associated with operating two facilities during the consolidation of the Company’s aerospace activities at its PATC business unit in the 2013 fiscal year. Selling, general and administrative expenses included stock option expenses of $276,000 and $547,000, respectively, for the 13 weeks and 26 weeks ended September 1, 2013 compared to $193,000 and $387,000 respectively, for the 13 weeks and 26 weeks ended August 26, 2012.

Restructuring Charges

The Company recorded pre-tax restructuring charges of $119,000 and $319,000, respectively, in the 13 weeks and 26 weeks ended September 1, 2013 and $2.5 million in the 13 weeks and 26 weeks ended August 26, 2012 in connection with the closure of its Nelco Zhuhai facility located in the Free Trade Zone in Zhuhai, China.

Earnings from Operations

For the reasons set forth above, the Company’s earnings from operations for the 13 weeks and 26 weeks ended September 1, 2013 were $7.5 million and $13.7 million, respectively, including the pre-tax restructuring charges of $119,000 and $319,000, respectively, related to the closure of the Nelco Zhuhai facility described above, compared to earnings from operations for the 13 weeks and 26 weeks ended August 26, 2012 of $4.1 million and $10.0 million, respectively, including the $2.5 million charge related to the closure of the Nelco Zhuhai facility described above.

Interest Expense

The interest expense in the 13 weeks and 26 weeks ended September 1, 2013 related to the Company’s borrowing under a five-year revolving credit facility agreement that the Company entered into with PNC Bank, National Association in the fourth quarter of the 2013 fiscal year. The credit facility agreement provides for loans of up to $52 million to the Company and letters of credit up to $2 million for the account of the Company and, subject to the terms and conditions of the agreement, an interest rate on the outstanding loan balance of LIBOR plus 1.15%. Other interest rate options are available to the Company under the credit agreement. At the end of the 2013 fiscal year, the Company borrowed $52 million under this credit facility and used all of such borrowed funds to finance the payment of a special cash dividend of $2.50 per share, totaling $52 million, paid to its shareholders on February 26, 2013. 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 $77,000 and $145,000, respectively, in the 13 weeks and 26 weeks ended September 1, 2013 compared to $179,000 and $377,000, respectively, in last fiscal year's comparable periods. Interest income declined 57% and 62%, respectively, in the 13 weeks and 26 weeks ended September 1, 2013 primarily as a result of lower prevailing interest rates and a decrease in the average maturities of the Company’s investments during such periods as compared to last fiscal year’s comparable periods. During the 2014 and 2013 fiscal year periods, 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-week and 26-week periods ended September 1, 2013 were (9.4%) and 3.8%, respectively, compared to effective income tax rates of 23.8% and 21.1%, respectively, for the 13-week and 26-week periods ended August 26, 2012. The rates for 2014 fiscal year periods were favorably affected by a tax benefit of $2.2 million recorded by the Company in the 2014 fiscal year second quarter in connection with a tax refund related to amended federal income tax returns. The effect of such tax benefit was to reduce the Company’s income tax provisions from $1.5 million to a benefit of $692,000 for the 13 weeks ended September 1, 2013 and from $2.7 million to $511,000 for the 26 weeks ended September 1, 2013.

Net Earnings

The Company's net earnings for the 13 weeks and 26 weeks ended September 1, 2013 were $8.0 million and $13.0 million, respectively, including the $119,000 pre-tax restructuring charge in such 13 weeks and the $319,000 pre-tax restructuring charge in such 26 weeks in connection with the closure of Nelco Zhuhai and the tax benefit of $2.2 million in both such periods in connection with a tax refund related to amended federal income tax returns, compared to net earnings of $3.2 million and $8.2 million, respectively, for the 13 weeks and 26 weeks ended August 26, 2012, including the $2.5 million charge related to the closure of Nelco Zhuhai described above.

Basic and Diluted Earnings Per Share

Basic and diluted earnings per share were $0.39 for the 13 weeks ended September 1, 2013 and $0.62 for the 26 weeks ended September 1, 2013, including in both such periods the pre-tax restructuring charge in connection with the closure of Nelco Zhuhai and the tax benefit in connection with the tax refund related to amended federal income tax returns, compared to basic and diluted earnings per share of $0.16 for the 13 weeks ended August 26, 2012 and $0.39 for the 26 weeks ended August 26, 2012, including the pre-tax restructuring charge in connection with the closure of Nelco Zhuhai. The net impacts of the charges described above related to the closure of Nelco Zhuhai was to reduce basic and diluted earnings per share by $0.01 and $0.03, respectively, in the 13 weeks and 26 weeks ended September 1, 2013, and the net impact of the tax benefit described above was to increase basic and diluted earnings per share by $0.11 and $0.12, respectively, in the 13 weeks and 26 weeks ended September 1, 2013. The net impact of the charge described above related to the closure of Nelco Zhuhai was to reduce basic and diluted earnings per share by $0.12 in the 13 weeks ended August 26, 2013 and to reduce basic earnings per share by $0.13 and diluted earnings per share by $0.12 in the 26 weeks ended August 26, 2013.

Liquidity and Capital Resources:

Cash and Marketable Securities

Of the $284.1 million of cash and marketable securities at September 1, 2013, approximately $230.6 million was owned by certain of the Company’s wholly owned foreign subsidiaries. If such foreign owned cash were needed to fund the Company’s operations in the United States, the Company would be required to accrue and pay Federal and state income taxes in the United States on the amount of such cash that was repatriated to the United States. However, it is the Company’s practice and current intent to indefinitely reinvest such cash owned by its foreign subsidiaries in the operations of its foreign subsidiaries or in other foreign activities, including acquisitions outside the United States. The Company has sufficient liquidity in the United States to fund its activities for the foreseeable future.

The change in cash and marketable securities at September 1, 2013 compared to March 3, 2013 was the result of cash provided by operating activities, including the following:

 In addition, as described below, the Company paid $4.2 million in cash dividends in both the 26-week period ended September 1, 2013 and the 26-week period ended August 26, 2012.

Working Capital

The increase in working capital at September 1, 2013 compared to March 3, 2013 was due principally to the increases in cash and marketable securities and inventories and other current assets partially offset by increases in accrued liabilities and income taxes payable.

The Company's current ratio (the ratio of current assets to current liabilities) was 18.7 to 1 at September 1, 2013 compared to 19.2 to 1 at March 3, 2013.

Cash Flows

During the 26 weeks ended September 1, 2013, net earnings from the Company's operations, before depreciation and amortization, stock based compensation and amortization of bond premium, of $16.2 million reduced by a net increase in working capital items, resulted in $13.0 million of cash provided by operating activities. During the same 26-week period, the Company expended $613,000 for the purchase of property, plant and equipment, primarily for the purchase of equipment for the Company’s operations in Singapore, compared to $619,000 for the 26-week period ended August 26, 2012, and paid $4.2 million in dividends on its common stock in each of such 26-week periods.

Long-term Debt

At September 1, 2013 and at March 3, 2013, the Company had $52 million of long-term debt. In the 2013 fiscal year fourth quarter, the Company entered into a five-year revolving credit facility agreement with PNC Bank, National Association. The credit facility agreement provides for loans of up to $52 million to the Company and letters of credit up to $2 million for the account of the Company and, subject to the terms and conditions of the agreement, an interest rate on the outstanding loan balance of LIBOR plus 1.15%. Other interest rate options are available to the Company under the credit agreement. At the end of the 2013 fiscal year, the Company borrowed $52 million under this credit facility and used all of such borrowed funds to finance the payment of a special cash dividend of $2.50 per share, totaling $52 million, paid to its shareholders on February 26, 2013. The Company incurred $356,000 of interest expense in the 26 weeks ended September 1, 2013 under such credit agreement. 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, for the foreseeable future, to provide for continued investment in working capital and property, plant and equipment and for general corporate purposes. Such resources would also be available for purchases of the Company's common stock, appropriate acquisitions and other expansions of the Company's business.

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 long-term 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.

As of September 1, 2013, there were no material changes outside the ordinary course of the Company’s business in the Company’s contractual obligations disclosed in Item 7 of Part II of its Form 10-K Annual Report for the fiscal year ended March 3, 2013, except as described in the following paragraph.

As of March 3, 2013, the Company’s unrecognized tax benefits included $2.7 million related to a claim for refund in amended tax returns the Company filed for the 2004, 2005, 2006 and 2007 fiscal years. Prior to the 2014 fiscal year second quarter, the Company evaluated the tax position related to the claim for refund and concluded that a reasonable estimate of the timing of these benefits was not possible. During the 13 weeks ended September 1, 2013, the IRS notified the Company that it had completed its examination and approved a portion of the Company’s refund claim in the amount of $1.9 million plus interest. As a result, the Company reduced its total amount of unrecognized tax benefits reported at March 3, 2013 by $2.7 million. The Company recognized a tax benefit of $1.9 million while no tax benefit was recognized for the remaining reduction in unrecognized tax benefits. The Company recorded a receivable for the net refund of $2.2 million, which was received subsequent to the period ended September 1, 2013. The unrecognized tax benefits recognized and interest received affected the effective tax rate and was recorded as a discrete tax benefit during the 13 weeks ended September 1, 2013.

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 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 on-going 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 year ended March 3, 2013. There have been no significant changes to such accounting policies during the 2014 fiscal year.

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.

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 Park'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 Park's Annual Report on Form 10-K for the fiscal year ended March 3, 2013.

Item 3.     Quantitative and Qualitative Disclosure About Market Risk.

The Company's market risk exposure at September 1, 2013 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 3, 2013.

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 September 1, 2013, 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 are 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 are 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.

PART II. OTHER INFORMATION

Item 1.     Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K Annual Report for the fiscal year ended March 3, 2013.

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 2014 fiscal year second quarter ended September 1, 2013. 

Item 3.     Defaults Upon Senior Securities.

None.

Item 4.     Mine Safety Disclosures.

None.

Item 5.     Other Information.

None.

Item 6.     Exhibits.

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.

EXHIBIT INDEX

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