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

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

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 ☐ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). ☒ Yes ☐ No

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of April ~~10, 2018,~~9, 2019, there were outstanding ~~10,796,094~~10,956,852 shares of Common Stock, $0.05 par value and ~~2,136,919~~2,096,919 shares of Class B Common Stock, $0.05 par value, which are convertible into Common Stock of the registrant on a share for share basis.

PART I. ~~FINANCIAL~~FINANCIAL INFORMATION

~~ITEM 1. FINANCIAL STATEMENTS~~

~~Richardson Electronics, Ltd.~~

ITEM 1.

~~Consolidated Balance Sheets~~

~~(in thousands, except per share amounts)~~FINANCIAL STATEMENTS

Unaudited Audited
March 3,
2018 May 27,
2017
Assets
Current assets:
Cash and cash equivalents $ 59,882 $ 55,327
Accounts receivable, less allowance of $362 and $398, respectively 21,893 20,782
Inventories, net 49,129 42,749
Prepaid expenses and other assets 3,746 3,070
Investments - current 199 6,429
Total current assets 134,849 128,357
Non-current assets:
Property, plant and equipment, net 17,991 15,813
Goodwill 6,332 6,332
Intangible assets, net 3,125 3,441
Non-current deferred income taxes 1,061 1,102
Investments - non-current — 2,419
Total non-current assets 28,509 29,107
Total assets $ 163,358 $ 157,464
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 15,846 $ 15,933
Accrued liabilities 9,867 8,311
Total current liabilities 25,713 24,244
Non-current liabilities:
Non-current deferred income tax liabilities 236 158
Other non-current liabilities 947 735
Total non-current liabilities 1,183 893
Total liabilities 26,896 25,137
Stockholders’ equity
Common stock, $0.05 par value; issued and outstanding 10,796 shares at March 3, 2018 and 10,712 shares at May 27, 2017 540 535
Class B common stock, convertible, $0.05 par value; issued and outstanding 2,137 shares at March 3, 2018 and May 27, 2017 107 107
Preferred stock, $1.00 par value, no shares issued — —
Additional paid-in-capital 59,900 59,436
Common stock in treasury, at cost, no shares at March 3, 2018 and May 27, 2017 — —
Retained earnings 69,132 69,333
Accumulated other comprehensive income 6,783 2,916
Total stockholders’ equity 136,462 132,327
Total liabilities and stockholders’ equity $ 163,358 $ 157,464

Richardson Electronics, Ltd.

Consolidated Balance Sheets

(in thousands, except per share amounts)

Unaudited

Audited

March 2, 2019

June 2, 2018

Assets

Current assets:

Cash and cash equivalents

$
33,869

$
60,465

Accounts receivable, less allowance of $422 and $309, respectively

23,102

22,892

Inventories, net

53,094

50,720

Prepaid expenses and other assets

3,365

3,747

Investments - current

15,500

—

Total current assets

128,930

137,824

Non-current assets:

Property, plant and equipment, net

19,316

18,232

Goodwill

6,332

6,332

Intangible assets, net

2,829

3,014

Non-current deferred income taxes

641

927

Total non-current assets

29,118

28,505

Total assets

$
158,048

$
166,329

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$
14,052

$
19,603

Accrued liabilities

11,292

10,343

Total current liabilities

25,344

29,946

Non-current liabilities:

Non-current deferred income tax liabilities

281

281

Other non-current liabilities

948

921

Total non-current liabilities

1,229

1,202

Total liabilities

26,573

31,148

Stockholders’ equity

Common stock, $0.05 par value; issued and outstanding 10,956 shares at March 2,
2019 and 10,806 shares at June 2, 2018

547

540

Class B common stock, convertible, $0.05 par value; issued and outstanding 2,097
shares at March 2, 2019 and 2,137 shares at June 2, 2018

105

107

Preferred stock, $1.00 par value, no shares issued

—

—

Additional paid-in-capital

60,846

60,061

Common stock in treasury, at cost, no shares at March 2, 2019 and June 2, 2018

—

—

Retained earnings

66,851

70,107

Accumulated other comprehensive income

3,126

4,366

Total stockholders’ equity

131,475

135,181

Total liabilities and stockholders’ equity

$
158,048

$
166,329

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~

(in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	March 3, 2018			February 25, 2017			March 3, 2018			February 25, 2017			March 2, 2019			March 3, 2018			March 2, 2019			March 3, 2018
Statements of Comprehensive Income (Loss)
Statements of Comprehensive (Loss) Income
Net sales	$	41,645		$	32,313		$	117,722		$	99,513		$	39,018		$	41,645		$	124,489		$	117,722
Cost of sales		27,578			21,621			78,133			67,617			26,719			27,578			85,266			78,133
Gross profit		14,067			10,692			39,589			31,896			12,299			14,067			39,223			39,589
Selling, general and administrative expenses		13,097			12,002			38,023			37,697			13,097			13,097			39,621			38,023
Loss (gain) on disposal of assets		3			—			(188	)		—			—			3			—			(188	)
Operating income (loss)		967			(1,310	)		1,754			(5,801	)
Operating (loss) income														(798	)		967			(398	)		1,754
Other (income) expense:
Investment/interest income		(208	)		(67	)		(378	)		(129	)		(155	)		(208	)		(402	)		(378	)
Foreign exchange loss		159			214			475			311			130			159			205			475
Other, net		1			(16	)		(14	)		—			—			1			(4	)		(14	)
Total other (income) expense		(48	)		131			83			182			(25	)		(48	)		(201	)		83
Income (loss) from continuing operations before income taxes		1,015			(1,441	)		1,671			(5,983	)
Income tax provision (benefit)		488			(10	)		1,084			820
Income (loss) from continuing operations		527			(1,431	)		587			(6,803	)
(Loss) income from continuing operations before income taxes														(773	)		1,015			(197	)		1,671
Income tax provision														305			488			754			1,084
(Loss) income from continuing operations														(1,078	)		527			(951	)		587
Income from discontinued operations		—			—			1,496			—			—			—			—			1,496
Net income (loss)		527			(1,431	)		2,083			(6,803	)
Net (loss) income														(1,078	)		527			(951	)		2,083
Foreign currency translation gain (loss), net of tax		1,646			508			3,997			(1,736	)		541			1,646			(1,240	)		3,997
Fair value adjustments on investments (loss) gain		(164	)		27			(130	)		40
Comprehensive income (loss)	$	2,009		$	(896	)	$	5,950		$	(8,499	)
Net income (loss) per Common share - Basic:
Income (loss) from continuing operations	$	0.04		$	(0.11	)	$	0.05		$	(0.54	)
Fair value adjustments on investments loss														—			(164	)		—			(130	)
Comprehensive (loss) income													$	(537	)	$	2,009		$	(2,191	)	$	5,950
Net (loss) income per Common share - Basic:
(Loss) income from continuing operations													$	(0.08	)	$	0.04		$	(0.07	)	$	0.05
Income from discontinued operations		—			—			0.12			—			—			—			—			0.12
Total net income (loss) per Common share - Basic	$	0.04		$	(0.11	)	$	0.17		$	(0.54	)
Net income (loss) per Class B common share - Basic:
Income (loss) from continuing operations	$	0.04		$	(0.10	)	$	0.04		$	(0.48	)
Total net (loss) income per Common share - Basic													$	(0.08	)	$	0.04		$	(0.07	)	$	0.17
Net (loss) income per Class B common share - Basic:
(Loss) income from continuing operations													$	(0.08	)	$	0.04		$	(0.07	)	$	0.04
Income from discontinued operations		—			—			0.11			—			—			—			—			0.11
Total net income (loss) per Class B common share - Basic	$	0.04		$	(0.10	)	$	0.15		$	(0.48	)
Net income (loss) per Common share - Diluted:
Income (loss) from continuing operations	$	0.04		$	(0.11	)	$	0.05		$	(0.54	)
Total net (loss) income per Class B common share - Basic													$	(0.08	)	$	0.04		$	(0.07	)	$	0.15
Net (loss) income per Common share - Diluted:
(Loss) income from continuing operations													$	(0.08	)	$	0.04		$	(0.07	)	$	0.05
Income from discontinued operations		—			—			0.12			—			—			—			—			0.12
Total net income (loss) per Common share – Diluted	$	0.04		$	(0.11	)	$	0.17		$	(0.54	)
Net income (loss) per Class B common share - Diluted:
Income (loss) from continuing operations	$	0.04		$	(0.10	)	$	0.04		$	(0.48	)
Total net (loss) income per Common share - Diluted													$	(0.08	)	$	0.04		$	(0.07	)	$	0.17
Net (loss) income per Class B common share - Diluted:
(Loss) income from continuing operations													$	(0.08	)	$	0.04		$	(0.07	)	$	0.04
Income from discontinued operations		—			—			0.11			—			—			—			—			0.11
Total net income (loss) per Class B common share – Diluted	$	0.04		$	(0.10	)	$	0.15		$	(0.48	)
Total net (loss) income per Class B common share - Diluted													$	(0.08	)	$	0.04		$	(0.07	)	$	0.15
Weighted average number of shares:
Common shares – Basic		10,792			10,706			10,753			10,704			10,953			10,792			10,911			10,753
Class B common shares – Basic		2,137			2,141			2,137			2,141			2,097			2,137			2,108			2,137
Common shares – Diluted		10,872			10,706			10,793			10,704			10,953			10,872			10,911			10,793
Class B common shares – Diluted		2,137			2,141			2,137			2,141			2,097			2,137			2,108			2,137
Dividends per common share	$	0.060		$	0.060		$	0.180		$	0.180		$	0.060		$	0.060		$	0.180		$	0.180
Dividends per Class B common share	$	0.054		$	0.054		$	0.162		$	0.162		$	0.054		$	0.054		$	0.162		$	0.162

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	March 3, 2018			February 25, 2017			March 3, 2018			February 25, 2017			March 2, 2019			March 3, 2018			March 2, 2019			March 3, 2018
Operating activities:
Net income (loss)	$	527		$	(1,431	)	$	2,083		$	(6,803	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Net (loss) income													$	(1,078	)	$	527		$	(951	)	$	2,083
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization		752			703			2,219			2,020			794			752			2,350			2,219
Inventory provisions		183			189			470			298			203			183			568			470
Gain on sale of investments		(159	)		(8	)		(183	)		(2	)		—			(159	)		—			(183	)
Loss (gain) on disposal of assets		3			—			(188	)		—			—			3			—			(188	)
Share-based compensation expense		116			75			425			354			176			116			571			425
Deferred income taxes		124			121			186			(188	)		113			124			268			186
Change in assets and liabilities:
Accounts receivable		(551	)		(717	)		(239	)		3,217			(478	)		(551	)		(576	)		(239	)
Income tax receivable		—			—			—			(5	)
Inventories		(598	)		117			(5,232	)		1,600			(1,484	)		(598	)		(3,315	)		(5,232	)
Prepaid expenses and other assets		43			80			(572	)		(961	)		614			43			332			(572	)
Accounts payable		552			849			(446	)		(2,372	)		(1,561	)		552			(5,442	)		(446	)
Accrued liabilities		1,116			(1,118	)		1,325			(256	)		309			1,116			880			1,325
Other		(137	)		(125	)		(140	)		(107	)		(86	)		(137	)		88			(140	)
Net cash provided by (used in) operating activities		1,971			(1,265	)		(292	)		(3,205	)
Net cash (used in) provided by operating activities														(2,478	)		1,971			(5,227	)		(292	)
Investing activities:
Capital expenditures		(1,461	)		(764	)		(4,196	)		(4,063	)		(974	)		(1,461	)		(3,166	)		(4,196	)
Proceeds from sale of assets		—			—			276			—			—			—			—			276
Proceeds from maturity of investments		3,943			—			12,120			3,582			2,300			3,943			2,300			12,120
Purchases of investments		—			—			(3,943	)		(2,136	)		(12,500	)		—			(17,800	)		(3,943	)
Proceeds from sales of available-for-sale securities		648			78			913			225			—			648			—			913
Purchases of available-for-sale securities		—			(78	)		(265	)		(225	)		—			—			—			(265	)
Other		(2	)		(3	)		(7	)		(9	)		—			(2	)		—			(7	)
Net cash provided by (used in) investing activities		3,128			(767	)		4,898			(2,626	)
Net cash (used in) provided by investing activities														(11,174	)		3,128			(18,666	)		4,898
Financing activities:
Proceeds from issuance of common stock		44			30			44			30			16			44			219			44
Cash dividends paid		(763	)		(758	)		(2,284	)		(2,273	)		(771	)		(763	)		(2,305	)		(2,284	)
Net cash used in financing activities		(719	)		(728	)		(2,240	)		(2,243	)		(755	)		(719	)		(2,086	)		(2,240	)
Effect of exchange rate changes on cash and cash equivalents		1,049			35			2,189			(994	)		417			1,049			(617	)		2,189
Increase (decrease) in cash and cash equivalents		5,429			(2,725	)		4,555			(9,068	)
(Decrease) increase in cash and cash equivalents														(13,990	)		5,429			(26,596	)		4,555
Cash and cash equivalents at beginning of period		54,453			54,111			55,327			60,454			47,859			54,453			60,465			55,327
Cash and cash equivalents at end of period	$	59,882		$	51,386		$	59,882		$	51,386		$	33,869		$	59,882		$	33,869		$	59,882

Richardson Electronics, Ltd.

Unaudited Consolidated Statement of Stockholders’ Equity

(in thousands, except per share amounts)

	Common		Class B Common		Par Value		Additional Paid In Capital		Common Stock in Treasury		Retained Earnings			Accumulated Other Comprehensive Income			Total			Common		Class B Common			Par Value		Additional Paid In Capital			Common Stock in Treasury		Retained Earnings			Accumulated Other Comprehensive Income			Total
Balance May 27, 2017:		10,712		2,137	$	642	$	59,436	$	—	$	69,333		$	2,916		$	132,327
Comprehensive income
Net income		—		—		—		—		—		2,083			—			2,083
Balance June 2, 2018:																					10,806		2,137		$	647	$	60,061		$	—	$	70,107		$	4,366		$	135,181
Comprehensive (loss) income
Net loss																					—		—			—		—			—		(951	)		—			(951	)
Foreign currency translation		—		—		—		—		—		—			3,997			3,997			—		—			—		—			—		—			(1,240	)		(1,240	)
Fair value adjustments on investments		—		—		—		—		—		—			(130	)		(130	)
Share-based compensation:
Restricted stock		78		—		—		57		—		—			—			57			—		—			—		226			—		—			—			226
Stock options		—		—		—		368		—		—			—			368			—		—			—		345			—		—			—			345
Common stock:
Options exercised		6		—		5		39		—		—			—			44			40		—			2		217			—		—			—			219
Restricted stock issuance																					70		—			3		(3	)		—		—			—			—
Converted Class B to common																					40		(40	)		—		—			—		—			—			—
Dividends paid to:
Common ($0.18 per share)		—		—		—		—		—		(1,938	)		—			(1,938	)		—		—			—		—			—		(1,963	)		—			(1,963	)
Class B ($0.162 per share)		—		—		—		—		—		(346	)		—			(346	)		—		—			—		—			—		(342	)		—			(342	)
Balance March 3, 2018:		10,796		2,137	$	647	$	59,900	$	—	$	69,132		$	6,783		$	136,462
Balance March 2, 2019:																					10,956		2,097		$	652	$	60,846		$	—	$	66,851		$	3,126		$	131,475

RICHARDSON ELECTRONICS, LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE COMPANY

Richardson Electronics, Ltd. is a leading global provider of engineered solutions, power grid and microwave tubes and related consumables; power conversion and RF and microwave components; high value flat panel detector solutions, replacement parts, tubes and service training for diagnostic imaging equipment; and customized display solutions. We serve customers in the alternative energy, healthcare, aviation, broadcast, communications, industrial, marine, medical, military, scientific and semiconductor markets. The Company’s strategy is to provide specialized technical expertise and “engineered solutions” based on our core engineering and manufacturing capabilities. The Company provides solutions and adds value through design-in support, systems integration, prototype design and manufacturing, testing, logistics and aftermarket technical service and repair through its global infrastructure.

Our products include electron tubes and related components, microwave generators, subsystems used in semiconductor manufacturing and visual technology solutions. These products are used to control, switch or amplify electrical power signals, or are used as display devices in a variety of industrial, commercial, medical and communication applications.

We have three operating and reportable segments, which we define as follows:

Power and Microwave Technologies Group (“PMT”) combines our core engineered solutions, power grid and microwave tube business with new RF and power technologies. As a manufacturer and authorized distributor, PMT’s strategy is to provide specialized technical expertise and engineered solutions based on our core engineering and manufacturing capabilities. We provide solutions and add value through design-in support, systems integration, prototype design and manufacturing, testing, logistics and aftermarket technical service and repair—all through our existing global infrastructure. PMT’s focus is on products for power, RF and microwave applications for customers in alternative energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific and semiconductor markets. PMT focuses on various applications including broadcast transmission, CO2 laser cutting, diagnostic imaging, dielectric and induction heating, high energy transfer, high voltage switching, plasma, power conversion, radar and radiation oncology. PMT also offers its customers technical services for both microwave and industrial equipment.

Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical original equipment manufacturers ~~(“OEM”)~~ markets.

Our engineers design, manufacture, source and support a full spectrum of solutions to match the needs of our customers. We offer long term availability and proven custom display solutions that include touch screens, protective panels, custom enclosures, all-in-ones, specialized cabinet finishes and application specific software packages and certification services. We partner with both private label manufacturing companies and leading branded hardware vendors to offer the highest quality display and touch solutions and customized computing platforms.

Healthcare manufactures, refurbishes and distributes high value replacement parts for the healthcare market including hospitals, medical centers, asset management companies, independent service organizations and multi-vendor service providers. Products include Diagnostic Imaging replacement parts for CT and MRI systems; replacement CT and MRI tubes; CT service training; MRI coils, cold heads and RF amplifiers; hydrogen thyratrons, klystrons, magnetrons; flat panel detector upgrades; and additional replacement solutions currently under development for the diagnostic imaging service market. Through a combination of newly developed products and partnerships, service offerings and training programs, we believe we can help our customers improve efficiency and deliver better clinical outcomes while lowering the cost of healthcare delivery.

We currently have operations in the following major geographic regions: North America, Asia/Pacific, Europe and Latin America.

2. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements.

Our fiscal quarter ends on the Saturday nearest the end of the quarter-ending month. The third quarter of fiscal ~~2018~~2019 and fiscal ~~2017~~2018 both contained 13 weeks. The first nine months of fiscal ~~2018~~2019 and fiscal ~~2017~~2018 contained 4039 and 3940 weeks, respectively.

In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results of interim periods have been made. All inter-company transactions and balances have been eliminated. The unaudited consolidated financial statements presented herein include the accounts of our wholly owned subsidiaries. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The results of our operations for the three and nine months ended March ~~3, 2018,~~2, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending June ~~2, 2018.~~1, 2019.

The financial information contained in this report should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended ~~May 27, 2017,~~June 2, 2018, that we filed on ~~July 31, 2017.~~August 2, 2018.

3. CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Inventories, net: Our consolidated inventories ~~are~~were stated at the lower of cost and net realizable value, generally using a weighted-average cost method. Our net inventories include approximately ~~$40.9~~$46.3 million of finished goods, $4.7 million of raw materials and $2.1 million of work-in-progress as of March 2, 2019, as compared to approximately $42.6 million of finished goods, $5.7 million of raw materials and ~~$2.5~~$2.4 million of work-in-progress as of ~~March 3, 2018, as compared to approximately $36.0 million of finished goods, $5.3 million of raw materials and $1.4 million of work-in-progress as of May 27, 2017.~~June 2, 2018.

At this time, we do not anticipate any material risks or uncertainties related to possible future inventory write-downs. Provisions for obsolete or slow moving inventories are recorded based upon regular analysis of stock rotation privileges, obsolescence, the exiting of certain markets and assumptions about future demand and market conditions. If future demand changes in the industry, or market conditions differ from management’s estimates, additional provisions may be necessary. Inventory reserves were approximately ~~$3.7~~$4.3 million as of March ~~3, 2018~~2, 2019 and ~~$3.5~~$4.0 million as of ~~May 27, 2017.~~June 2, 2018.

Revenue Recognition: Our product sales are recognized as revenue upon shipment, when title passes to the customer, when delivery has occurred or services have been rendered and when collectability is reasonably assured. We also record estimated discounts and returns based on our historical experience. Our products are often manufactured to meet the specific design needs of our customers’ applications. Our engineers work closely with customers to ensure that our products will meet their needs. Our customers are under no obligation to compensate us for designing the products we sell.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers, which amends guidance for revenue recognition. ASU 2014-09 is principles based guidance that can be applied to all contracts with customers, enhancing comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The core principle of the guidance is that entities should 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 and services. The guidance details the steps entities should apply to achieve the core principle. In August 2015, the FASB issued an amendment to defer the effective date for all entities by one year. For public entities, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016. Companies have the option of using either a full or modified retrospective approach in applying this standard. During fiscal 2016 and 2017, the FASB issued four additional updates which further clarify the guidance provided in ASU 2014-09.

~~We are evaluating~~Effective June 3, 2018, the Company adopted the standard using the modified retrospective method to all contracts. As a result, financial information for the reporting period beginning June 3, 2018 was reported under the new standard, while comparative financial information has not been adjusted and continues to be reported in accordance with the previous standard. The adoption of this standard did not impact the timing of revenue recognition for our customer sales. The adoption did not result in the recognition of a cumulative adjustment to beginning retained earnings, nor did it have a material impact on the consolidated financial statements. For the Company, the most significant impact of the new standard ~~on our~~is the addition of required disclosures within the notes to the financial statements using a three-phase approach (assessment, conversion and implementation). We continue to work through our assessment phase and further evaluation is needed in order to determine whether or not the new revenue recognition standard will have a material impact on our financial statements and related disclosures upon adoption. We have undertaken a detailed analysis of our various contracts with customers and revenue streams. The Company has engaged a third party to assist in evaluating the impact of this new standard on its consolidated financial statements and related disclosures. We will complete the conversion and implementation phases by the end of fiscal year 2018 in conjunction with future interpretative guidance.statements.

Loss Contingencies: We accrue a liability for loss contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. If we determine that there is at least a reasonable possibility that a loss may have been incurred, we will include a disclosure describing the contingency.

Goodwill and Intangible Assets: We test goodwill for impairment annually and whenever events or circumstances indicate an impairment may have occurred, such as a significant adverse change in the business climate, loss of key personnel or a decision to sell or dispose of a reporting unit.

During the fourth quarter of each fiscal year, our goodwill balances are reviewed for impairment using the first day of our fourth quarter as the measurement date. If after reviewing the totality of events or circumstances, we determine that it is more likely than not ~~likely~~ that the fair value of a reporting unit exceeds its carrying amount, then we test for impairment through the application of a fair value based test. We estimate the fair value of each of our reporting units based on projected future operating results, market approach and discounted cash flows.

Intangible assets are initially recorded at their fair market values determined on quoted market prices in active markets, if available, or recognized valuation models. Intangible assets that have finite useful lives are amortized over their useful lives either on a straight-line basis or over their projected future cash flows and are tested for impairment when events or changes in circumstances occur that indicate possible impairment. Our intangible assets represent the fair value for trade name, customer relationships, non-compete agreements and technology acquired in connection with our acquisitions.

Income Taxes: We recognize deferred tax assets and liabilities based on the differences between financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and determine the need for a valuation allowance based on a number of factors, including both positive and negative evidence. These factors include historical taxable income or loss, projected future taxable income or loss, the expected timing of the reversals of existing temporary

differences and the implementation of tax planning strategies. In circumstances where we, or any of our affiliates, have incurred three years of cumulative losses which constitute significant negative evidence, positive evidence of equal or greater significance is needed to overcome the negative evidence before a tax benefit is recognized for deductible temporary differences and loss carryforwards.

~~In March 2016, the FASB issued ASU No. 2016-09, “~~~~Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”,~~ a new accounting standard update intended to simplify several aspects of the accounting for share-based payment transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. Specifically, the update requires that excess tax benefits and tax deficiencies (the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes) be recognized as income tax expense or benefit in the consolidated statements of comprehensive income (loss), introducing a new element of volatility to the provision for income taxes. This update is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company adopted the ASU on May 28, 2017. Effective with the adoption of the ASU all share-based awards continue to be accounted for as equity awards, excess tax benefits recognized on stock-based compensation expense are reflected in the consolidated statements of comprehensive income (loss) as a component of the provision for income taxes on a prospective basis, excess tax benefits recognized on stock-based compensation expense are classified as an operating activity in the consolidated statements of cash flows on a prospective basis and the Company has elected to continue to estimate expected forfeitures over the course of a vesting period. The adoption of the ASU had no impact on the retained earnings, other components of equity or net assets as of the beginning of the period of adoption.

Accrued Liabilities: Accrued liabilities consist of the following (in thousands):

	March 2, 2019		June 2, 2018
Compensation and payroll taxes	$	3,007	$	3,449
Accrued severance		636		454
Professional fees		767		527
Deferred revenue		1,921		1,888
Other accrued expenses		4,961		4,025
Accrued Liabilities	$	11,292	$	10,343

4. REVENUE RECOGNITION

Richardson has a number of defined revenue streams across our reportable segments. For each of these revenue streams, all products are typically sold directly by the Company to the end customer. Distribution is the Company’s largest revenue stream. The distribution business does not include a separate service bundled with the product sold or sold on top of the product. Distribution typically includes the sale of products purchased from our suppliers, stocked in our warehouses and then sold to our customers. Revenue is recognized when control of the promised goods is transferred to our customers, which is simultaneous with when the title transfers to the customer, in an amount that reflects the transaction price consideration that we expect to receive in exchange for those goods. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods. Our transaction price consideration is fixed, unless otherwise disclosed below as variable consideration.Generally, our contracts require our customers to pay for goods after we deliver products to them. Terms are generally on open account, payable net 30 days in North America, and vary throughout Asia/Pacific, Europe and Latin America.

The Company also sells products that are manufactured or assembled in our manufacturing facility. These products can be either built to the customer’s prints or designs or are products that we stock in our warehouse to sell to any customer that places an order. The manufacturing business does not include a separate service bundled with the product sold or sold on top of the product.

The Company recognizes services revenue when the repair, installation or training is performed. Based on our analysis of services revenue, ASU 2014-09 has an immaterial impact on the timing, amount or characterization of services revenue recognized by the Company. The services we provide are relatively short in duration, typically completed in one to two weeks, thus, at each reporting date, the amount of unbilled work performed is insignificant. The services revenue has consistently accounted for less than 5% of the Company’s total revenues and is expected to continue at that level.

Contracts with customers

A contract is an agreement between two or more parties that creates enforceable rights and obligations. A revenue contract exists for us once a customer purchase order is received, reviewed and accepted. Prior to accepting a customer purchase order, we review the credit worthiness of the customer. Purchase orders are deemed to meet the collectability criterion once the customer’s credit is approved. Contract assets arise when the Company transfers a good or performs a service in advance of receiving consideration from the customer and contract liabilities arise when the Company receives consideration from its customer in advance of performance.

Contract Liabilities: Contract liabilities and revenue recognized were as follows (in thousands):

March 3, 2018 May 27, 2017
Compensation and payroll taxes $ 3,328 $ 3,250
Accrued severance (1) 410 706
Professional fees 642 535
Deferred revenue 2,051 1,460
Other accrued expenses 3,436 2,360
Accrued Liabilities $ 9,867 $ 8,311

June 2, 2018

Additions

Revenue

Recognized

March 2, 2019

Contract liabilities (deferred revenue)

1,888

2,580

(2,547

)

1,921

~~(1) In~~The Company receives advances or deposits from our customers before revenue is recognized, resulting in contract liabilities. Contract liabilities are included in accrued liabilities in the ~~second quarter~~consolidated balance sheets.

Performance obligations and satisfaction of ~~fiscal year 2017,~~performance obligation in the contract

Each accepted purchase order identifies a distinct good or service as the performance obligation. The goods are generally standard products we purchased from a supplier and stocked on our shelves. They can also be customized products purchased from a supplier or products that are customized or have value added to them in-house prior to shipping to the customer, but only after a purchase order is received. Our contracts for customized products generally include termination provisions if a customer cancels their order. However, we recognize revenue at a point in time because the termination provisions do not require, upon cancelation, the customer to pay fees that are commensurate with the work performed. Each purchase order explicitly states the goods or service that we promise to transfer to the customer. The promises to the customer are limited to only those goods or service. The performance

obligation is our promise to deliver both goods that were produced by the Company ~~executed~~and resale of goods that we purchase from our suppliers. Our shipping and handling activities for destination shipments are performed prior to the customer obtaining control. As such, they are not a ~~reduction~~separate promised service. For shipping point, Richardson is making the election under ASC 606-10-25-18B toaccount for shipping and handling as activities to fulfill the promise to transfer the goods. The goods we provide to our customers are distinct in ~~headcount~~that our customers benefit from the goods we sell them through use in their own processes. Our customers are generally not resellers, but rather businesses that incorporate our products into their processes from which they generate an economic benefit. The goods are also distinct in that each item sold to ~~streamline operations~~the customer is clearly identified on both the purchase order and ~~reduce costs~~resulting invoice.Each product we sell benefits the customer independently of the other products. Each item on each purchase order from the customer can be used by the customer unrelated to any other products we provide to the customer.

Determine the transaction price and ~~recorded $1.3 million~~variable consideration

The transaction price for each product is the amount invoiced to the customer. Each product on a purchase order is a separate performance obligation with an observable standalone selling price. The transaction price is a fixed price per unit, except for the variable consideration. The Company elects to exclude sales tax from the transaction price. With the exception of ~~expense included~~sale with right of return, variable consideration has been identified only in ~~selling, general~~the form of customer early payment discounts, which are immaterial to the Company’s financial statements. Although there is not a material impact on our financial statements, we will continue to account for customer discounts when they are taken by the customer and ~~administrative expenses~~address further if they grow.

Recognize revenue when the entity satisfies a performance obligation

We recognize revenue when title transfers to the customer, at the shipping point for ~~employee termination costs payable~~FOB shipping contracts and at the customer’s delivery location for FOB destination contracts. We believe that the transfer of title best represents when the customer obtains control of the goods. Prior to ~~terminated employees~~that date, we do not have right to payment, and the significant risks and rewards remain with ~~employment and/or separation agreements~~us. The significant risks and rewards of ownership of the inventory transfer simultaneously with the ~~Company.~~transfer of title. The ~~changes~~customer’s acceptance of the goods is based on objective measurements, not subjective.

Additional considerations

Sale with right of return:

Our return policy is available to customers in our terms and conditions found on our website www.rell.com. The policy varies by the different businesses we engage in. The Company allows returns with prior written authorization and we allow returns within 10 days of shipment for replacement parts.

The Company maintains a reserve for returns based on historical trends that covers all contracts and revenue streams using the expected value method because we have a large number of contracts with similar characteristics, which is considered variable consideration. The reserve for returns creates a refund liability on our balance sheet as a contra Trade Accounts Receivable as well as an asset in inventory. We value the inventory at cost due to there being minimal or no costs to the Company as we generally require the customer to pay freight and we typically do not have costs associated with activities such as relabeling or repackaging.

The reserve is considered immaterial at each balance sheet date for further consideration. Returns for defective product are typically covered by our supplier’s warranty, thus, returns for defective product are not factored into our reserve.

Warranties:

All warranties are considered assurance warranties in that the goods are warranted to work as intended for the period covered. For products the Company does not offer a warranty, these products are covered by our suppliers. We generally offer a one to three year warranty that assures that the goods will perform as intended. The length of the warranty is typical to the industry and generally follows our supplier’s warranty period. This is due to that, in most instances, the Company’s warranty is not utilized due to our supplier’s warranty still covers the necessary repairs or replacements. We also offer a thirty-day assurance warranty on parts sales that parts will work as intended. See Note 7, Warranties, for further information regarding the impact of warranties concerning ASU 2014-09.

Principal versus agent considerations:

Principal versus agent guidance was considered for customized products that are provided by our suppliers versus in-house. Richardson acts as the principal as we are responsible for satisfying the performance obligation. We have primary responsibility for fulfilling the contract, we have inventory risk prior to delivery to our customer, we establish prices, our consideration is not in the ~~severance accrual~~form of a commission and we bear the credit risk. The Company recognizes revenue in the gross amount of consideration.

See Note 11, Segment Reporting, for a disaggregation of revenue by reportable segment and geographic region, which represents how our chief operating decision maker reviews information internally to evaluate our financial performance and to make resource allocation and other decisions for the ~~first nine months of fiscal year 2018 included payments of $0.3 million.~~Company.

4.5. GOODWILL AND INTANGIBLE ASSETS

The carrying value of goodwill was $6.3 million as of March ~~3, 2018~~2, 2019 and ~~May 27, 2017.~~

June 2, 2018. The goodwill balance in its entirety relates to our IMES reporting unit, which is included in our Healthcare segment.

Goodwill is initially recorded based on the premium paid for acquisitions and is subsequently tested for impairment, using the first day of our fourth quarter as the measurement date. We test goodwill for impairment annually and whenever events or circumstances ~~indicates~~indicate an impairment may have occurred, such as a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel or a decision to sell or dispose of a reporting unit. ~~The goodwill balance~~

During the first nine months of fiscal 2019, no events or circumstances were identified that would indicate impairment may have occurred. Although the Company has not identified any triggering events in ~~its entirety relates to our~~fiscal 2019 that would require a more frequent test for impairment, the IMES reporting unit is experiencing lower than forecasted results through the first nine months of fiscal 2019 due to slower than anticipated sales of its ALTA750^TM tubes and costs associated with its regional expansion. The Company is currently in the process of analyzing internal strategic initiatives to improve operating performance, and forecasting for fiscal 2020 and future years as part of its annual impairment assessment, which is ~~included~~performed as of the first day of our fourth quarter and will be completed in the fourth quarter. As of the date of this filing, the Company has not yet completed its assessment.

Although we believe our ~~Healthcare segment.~~projected future operating results and cash flows and related estimates regarding fair values were based on reasonable assumptions, historically, projected operating results and cash flows have not always been achieved. Changes in any of the significant assumptions used, including if the Company does not successfully achieve its operating plan, which is largely dependent on sales from new product offerings, can materially affect the expected cash flows, and such impacts could result in a material non-cash impairment charge of goodwill and other long lived assets.

Potential events or changes in circumstances that could reasonably be expected to negatively affect key assumptions are deterioration in general market conditions or the environment in which the reporting unit or entity operates, an increased competitive environment in which the reporting unit or entity operates or other relevant entity-specific events such as market acceptance of our new CT tubes and other new product offerings, approvals to sell in foreign markets and changes in management or key personnel.

Our intangible assets represent the fair value for trade name, customer relationships, non-compete agreements and technology acquired in connection with our acquisitions. Intangible assets subject to amortization ~~are~~were as follows (in thousands):

	March 3, 2018		May 27, 2017		March 2, 2019		June 2, 2018
Gross Amounts:
Trade Name	$	659	$	659	$	659	$	659
Customer Relationships⁽¹⁾		3,417		3,397		3,406		3,408
Non-compete Agreements		177		177		177		177
Technology		230		230		230		230
Total Gross Amounts	$	4,483	$	4,463	$	4,472	$	4,474
Accumulated Amortization:
Trade Name	$	598	$	441	$	657	$	651
Customer Relationships		582		446		757		617
Non-compete Agreements		107		84		132		115
Technology		71		51		97		77
Total Accumulated Amortization	$	1,358	$	1,022	$	1,643	$	1,460

Net Intangibles	$	3,125	$	3,441	$	2,829	$	3,014

(1)	Change from prior periods reflect impact of foreign currency translation.

~~(1) Change from prior periods reflect impact of foreign currency translation.~~

The amortization expense associated with the intangible assets subject to amortization for the next five years is presented in the following table (in thousands):

Fiscal Year	Amortization Expense		Amortization Expense
Remaining 2018	$	108
2019		245
Remaining 2019			$	61
2020		258		257
2021		246		245
2022		253		252
2023				246
Thereafter		2,015		1,768
Total amortization expense	$	3,125	$	2,829

The weighted average number of years of amortization expense remaining is ~~15.9~~14.7 years.

5.6. INVESTMENTS

As of March ~~3, 2018,~~2, 2019, we had ~~approximately $0.2~~$15.5 million invested in ~~time~~certificate of deposits ~~and certificates of deposit~~ (“~~CD”~~CDs”) which mature in less than twelve months. The fair value of these investments iswas equal to the face value of ~~each time deposit and CD.~~

the CDs.

As of ~~May 27, 2017,~~June 2, 2018, we had ~~invested~~no investments.

7. WARRANTIES

All warranties are considered assurance warranties in ~~time deposits and certificates of deposit in~~that the amount of $8.2 million. Of this, $6.4 million mature in less than twelve months and $1.8 million mature in greater than twelve months. The fair value of these investments is the face value of each time deposit and CD.

~~We liquidated our investments in equity securities in the third quarter of fiscal 2018. Proceeds from the liquidation were $0.9 million with gross realized gains of $0.2 million~~goods are warranted to work as intended for the ~~nine months ended March 3, 2018. Prior to~~period covered. For products the ~~liquidation of~~Company does not offer a warranty, these products are covered by our investment in equity securities, our investments in equity securities were classified as available-for-sale and were carried at their fair value based on quoted market prices. Our investments, which were included in non-current assets, hadsuppliers. We generally offer a carrying amount of $0.6 million as of May 27, 2017. Proceeds from the sale of securities were $0.1 million during the third quarter of fiscal 2017. Prior to liquidating the equity securities, we reinvested proceeds from the sale of securities, and the cost of the equity securities sold was based on a specific identification method. Gross realized gains on those sales were less than $0.1 million during the third quarter of fiscal 2017. Net unrealized holding gains of less than $0.1 million during the third quarter of fiscal 2017 were included in accumulated other comprehensive income (loss).

~~6. WARRANTIES~~

We offer warranties for the limited number of specific products we manufacture. We also provide extended warranties for some products we sell that lengthen the period of coverage specified in the manufacturer’s original warranty. Our warranty terms generally range from one to three ~~years.~~year warranty that assures that the goods will perform as intended.

We estimate the cost to perform under the warranty obligation and recognize this estimated cost at the time of the related product sale. We record expense related to our warranty obligations as cost of sales in our consolidated statements of comprehensive ~~income~~ (loss). income. Each quarter, we assess actual warranty costs incurred on a product-by-product basis and compare the warranty costs to our estimated warranty obligation. With respect to new products, estimates are based generally on knowledge of the products, the extended warranty period and warranty experience.

Warranty reserves are established for costs that are expected to be incurred after the sale and delivery of products under warranty. Warranty reserves are included in accrued liabilities on our consolidated balance sheets. The warranty reserves are determined based on known product failures, historical experience and other available evidence. Warranty reserves were approximately $0.2 million as of March 2, 2019 and $0.1 million as of ~~March 3, 2018 and May 27, 2017.~~June 2, 2018.

7.8. LEASE OBLIGATIONS, OTHER COMMITMENTS AND CONTINGENCIES

We lease certain warehouse and office facilities and office equipment under non-cancelable operating leases. Rent expense was $1.3 million during the first nine months of fiscal ~~2018~~2019 and ~~$1.5~~$1.3 million during the first nine months of fiscal ~~2017.~~2018. Our future lease commitments for minimum rentals, including common area maintenance charges and property taxes during the next five years are as follows (in thousands):

Fiscal Year	Payments		Payments
Remaining 2018	$	454
2019		1,622
Remaining 2019			$	377
2020		1,143		1,208
2021		802		857
2022		144		164
2023				34
Thereafter		97		90

In February 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases. ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.

The new standard is effective for the Company on June 2, 2019, with early adoption permitted. We expect to adopt the new standard on its effective date. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. ~~8. INCOME TAXES~~We are in the process of evaluating the impact that the new standard will have on the consolidated financial statements. We expect that this standard will have a material effect on our financial statements. While we continue to assess all of the effects of adoption, we are unable to quantify the impact at this time. We currently believe the most significant effects relate to the recognition of new ROU assets and lease liabilities on our balance sheet for our operating leases and providing significant new disclosures about our leasing activities. We do not expect a significant change in our leasing activities between now and adoption.

9. INCOME TAXES

true-ups of various foreign jurisdictions ~~the accrual of an uncertain tax position with respect to a German audit~~ and our positions with respect to ~~permanent reinvestment of foreign earnings under~~ ASC 740-30, Income Taxes - Other Considerations or Special ~~Areas (“ASC 740-30”).~~Areas. The ~~65.0%~~(383.3)% effective income tax rate differs from the federal statutory rate of ~~29.2%~~21% as a result of our geographical distribution of income (loss), and the ~~recording~~movement of athe valuation allowance against ~~the increase in~~ our U.S. state and federal net deferred tax ~~assets, recognition of an uncertain tax position and preliminary tax assessments with respect to the income tax audit in Germany.~~

assets.

On December 22, 2017, the U.S. government enacted new tax legislation, Tax Cuts and Jobs Act (the “Act”). The primary ~~provisions~~provision of the Act ~~expected to impact~~that impacted the Company in fiscal ~~2018 are~~2019 was a reduction to the U.S. corporate income tax rate from 35% to 21% and a transition from a worldwide corporate tax system to a territorial tax system. The reduction in the corporate income tax rate requires the Company to remeasure its net deferred tax assets to the new corporate tax rate and the transition to a territorial tax system requires payment of a one-time tax on deemed repatriation of undistributed and previously untaxed non-U.S. earnings. Primarily as a result of those provisions of the Act, the Company recorded a deferred remeasurement impact of approximately $1.6 million, which was fully offset by the valuation allowance movement. Additionally, the estimated deemed earnings repatriation tax, net of available foreign tax credits brought back as part of the deemed repatriation, was $3.5 million. The Company does not anticipate any cash tax payments due to the foreign tax credit carryforwards available to fully offset the provisional deemed repatriation tax.

. The 21% corporate income tax rate was effective January 1, ~~2018. Based on~~2018 and is in effect for the Company’s ~~June 2, 2018~~ fiscal ~~year end, the U.S. statutory income~~2019 tax ~~rate for fiscal 2018 will be approximately 29.2%.~~year.

The tax impact recorded for the Act ~~during~~for fiscal 2018 was finalized in the third quarter of fiscal ~~2018 was provisional as outlined below and may change.~~2019 upon the completion of the federal tax return. The Company completed ~~a preliminary~~an assessment of earnings that ~~could~~will be repatriated based on reinvestment needs of non-U.S. operations and earnings available for repatriation. The ~~estimated~~ withholding tax that ~~would~~will be incurred from the repatriation of ~~those~~these earnings iswas included in ~~the third quarter of~~ fiscal 2018 ~~provisional~~ income tax expense. The Company ~~continues to analyze~~analyzed the provisions of the Act addressing the net deferred tax asset remeasurement and its calculations, the deemed earnings repatriation, including the determination of undistributed non-U.S. earnings, and ~~evaluate potential Company~~finalized the calculations based on the most recent legislative actions including repatriating additional non-U.S. earnings and actions that could affect the Company’s fiscal year ended 2018 U.S. taxable income. In addition, the Company continues to monitor potential legislative action and regulatory interpretations of the Act.

~~Based on the effective date of certain provisions, the~~The Company ~~will be~~is subject to additional requirements of the Act beginning in fiscal 2019. Those provisions include a tax on global intangible low-taxed income ~~(GILTI)~~(“GILTI”), a tax determined by base erosion and anti-avoidance tax ~~benefits (BEAT) from~~(“BEAT”) related to certain payments between a U.S. corporation and foreign ~~subsidiaries,~~related entities, a limitation of certain executive compensation and a deduction for foreign derived intangible ~~income (FDII) and interest expense limitations.~~income. The Company has not ~~completed its analysis~~recorded any tax liability/(benefit) for these provisions during the first nine months of ~~those provisions and the estimated impact.~~fiscal 2019 due to tax attributes or credits anticipated to offset these liabilities. The Company ~~also~~ has ~~not~~ determined its accounting policy to treat the taxes due on GILTI as a period ~~cost or include in~~cost. The Company does not anticipate being subject to BEAT provision due to the ~~determination of deferred taxes.~~

revenue thresholds.

In December 2017, the SEC issued Staff Accounting Bulletin No. 118 that allows for a measurement period up to one year after the enactment date of the Act to complete the accounting requirements. The Company ~~will complete~~completed the adjustments related to the Act ~~within the allowed period.~~

We have historically determined that undistributed earnings of our foreign subsidiaries, to the extent of cash available, will be repatriated to the U.S. Due to the deemed earnings repatriation tax, the outside basis difference for which the historic balance has primarily related has been reduced. The deferred tax liability on the outside basis difference is now primarily withholding tax. Accordingly, we have reduced the deferred tax liability from $5.7 million as of the second quarter of fiscal 2018 to $0.2 million as ofin the third quarter of fiscal ~~2018 on foreign earnings of $47.2 million.~~

2019 within the allowed period.

In the normal course of business, we are subject to examination by taxing authorities throughout the world. Generally, years prior to fiscal ~~2007~~2008 are closed for examination under the statute of limitation for U.S. federal, U.S. state and local or non-U.S. tax jurisdictions. We are currently under examination in Thailand (fiscal 2008 through 2011). ~~We are also under examination in the state of Illinois for fiscal years 2014 and 2015.~~ Our primary foreign tax jurisdictions are Germany and the Netherlands. We have tax years open in Germany beginning in fiscal 2015 and the Netherlands beginning in fiscal ~~2011.~~2012.

~~On September 12, 2017,~~We have historically determined that certain undistributed earnings of our foreign subsidiaries, to the ~~Company received an income~~extent of cash available, will be repatriated to the U.S. Due to the deemed repatriation tax, ~~refund from~~ the ~~State of Illinois of approximately $2.0 million,~~untaxed outside basis difference for which ~~was inclusive of interest earned. The refund was a result of~~ the ~~conclusion of the Illinois amended return~~historic balance has primarily related to has been reduced. Accordingly, we have provided a deferred tax liability totaling $0.3 million as of March 2, 2019. As of June 2, 2018, the ~~sale of the RF, Wireless and Power Division in 2011. A net benefit of $1.5 million, which includes $0.5 million of professional fee costs incurred~~deferred tax liability totaled $0.3 million. Due to ~~pursue the refund, was recognized in the second quarter of fiscal 2018 in discontinued operations.~~

various tax attributes that are continuously changing, it is not practicable to determine what, if any, tax liability might exist if such earnings were to be repatriated.

As of March ~~3, 2018,~~2, 2019, our worldwide liability for uncertain tax positions related to continuing operations was $0.1 million, excluding interest and penalties, as compared to ~~no liability as of May 27, 2017. The change to the~~$0.1 million liabilities for uncertain tax positions ~~for~~as of June 2, 2018. There was no change in recorded uncertain tax positions during the ~~third quarter~~first nine months of fiscal ~~2018 was as a result of the preliminary German audit assessments and the related exposure for the open years, which was reserved in the second quarter of fiscal 2018.~~year 2019. We record penalties and interest ~~relating~~related to uncertain tax positions in the income tax expense line item within the ~~unaudited~~ consolidated statements of ~~income~~comprehensive (loss)~~. It is not expected that there will be a change to unrecognized tax provision within the next 12 months.~~

income.

The valuation allowance against the net deferred tax assets ~~increased to $10.0~~that will more likely than not be realized was $9.1 million as of ~~March 3,~~June 2, 2018. Changes during the first nine months relating to the Act include the impact from the deferred remeasurement, deemed earnings repatriation tax and changes to the permanent reinvestment assertion outside basis difference as a result of the Act. Additional impacts to the valuation allowance include an Illinois income tax rate increase and additional domestic federal and state net deferred tax assets generated during the first three quarters of fiscal year 2018 due to additional losses in the U.S. jurisdiction. The valuation allowance against the net deferred tax assets was ~~$8.5~~$10.8 million as of ~~May 27, 2017.~~March 2, 2019 as $1.7 million of additional domestic federal and state net deferred tax assets were generated during the first three quarters of fiscal year 2019 from losses in the U.S. jurisdiction. A full valuation allowance on the U.S. and state deferred tax assets will be maintained until sufficient positive evidence related to sources of future taxable income exists to support a reversal of the valuation allowance. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth.

9.10. CALCULATION OF EARNINGS PER SHARE

We have authorized 17,000,000 shares of common stock, and 3,000,000 shares of Class B common stock. The Class B common stock has 10 votes per share and has transferability restrictions; however, Class B common stock may be converted into common stock on a share-for-share basis at any time. With respect to dividends and distributions, shares of common stock and Class B common stock rank equally and have the same rights, except that Class B common stock cash dividends are limited to 90% of the amount of Class A common stock cash dividends.

In accordance with ASC 260-10, Earnings Per Share (“ASC 260”), our Class B common stock is considered a participating security requiring the use of the two-class method for the computation of basic and diluted earnings per share. The two-class computation method for each period reflects the cash dividends paid per share for each class of stock, plus the amount of allocated undistributed earnings per share computed using the participation percentage which reflects the dividend rights of each class of stock.

Basic and diluted earnings per share were computed using the two-class method as prescribed in ASC 260. The shares of Class B common stock are considered to be participating convertible securities since the shares of Class B common stock are convertible on a share-for-share basis into shares of common stock and may participate in dividends with common stock according to a predetermined formula which is 90% of the amount of Class A common stock cash dividends.

The earnings per share (“EPS”) presented in our unaudited consolidated statements of comprehensive (loss) income ~~(loss) are~~were based on the following amounts (in thousands, except per share amounts):

	Three Months Ended												Three Months Ended
	March 3, 2018						February 25, 2017						March 2, 2019						March 3, 2018
	Basic			Diluted			Basic			Diluted			Basic			Diluted			Basic			Diluted
Numerator for Basic and Diluted EPS:
Income (loss) from continuing operations	$	527		$	527		$	(1,431	)	$	(1,431	)
Net (loss) income													$	(1,078	)	$	(1,078	)	$	527		$	527
Less dividends:
Common stock		648			648			642			642			657			657			648			648
Class B common stock		115			115			116			116			114			114			115			115
Undistributed losses	$	(236	)	$	(236	)	$	(2,189	)	$	(2,189	)	$	(1,849	)	$	(1,849	)	$	(236	)	$	(236	)
Common stock undistributed losses	$	(200	)	$	(200	)	$	(1,855	)	$	(1,855	)	$	(1,577	)	$	(1,577	)	$	(200	)	$	(200	)
Class B common stock undistributed losses		(36	)		(36	)		(334	)		(334	)		(272	)		(272	)		(36	)		(36	)
Total undistributed losses	$	(236	)	$	(236	)	$	(2,189	)	$	(2,189	)	$	(1,849	)	$	(1,849	)	$	(236	)	$	(236	)
Income from discontinued operations	$	—		$	—		$	—		$	—
Less dividends:
Common stock		—			—			—			—
Class B common stock		—			—			—			—
Undistributed losses	$	—		$	—		$	—		$	—
Common stock undistributed losses	$	—		$	—		$	—		$	—
Class B common stock undistributed losses		—			—			—			—
Total undistributed losses	$	—		$	—		$	—		$	—
Net income (loss)	$	527		$	527		$	(1,431	)	$	(1,431	)
Less dividends:
Common stock		648			648			642			642
Class B common stock		115			115			116			116
Undistributed losses	$	(236	)	$	(236	)	$	(2,189	)	$	(2,189	)
Common stock undistributed losses	$	(200	)	$	(200	)	$	(1,855	)	$	(1,855	)
Class B common stock undistributed losses		(36	)		(36	)		(334	)		(334	)
Total undistributed losses	$	(236	)	$	(236	)	$	(2,189	)	$	(2,189	)
Denominator for basic and diluted EPS:
Denominator for Basic and Diluted EPS:
Common stock weighted average shares		10,792			10,792			10,706			10,706			10,953			10,953			10,792			10,792
Class B common stock weighted average shares, and shares under if-converted method for diluted EPS		2,137			2,137			2,141			2,141			2,097			2,097			2,137			2,137
Effect of dilutive securities
Dilutive stock options					80						—						—						80
Denominator for diluted EPS adjusted for weighted average shares and assumed conversions					13,009						12,847						13,050						13,009
Income (loss) from continuing operations per share:
Net (loss) income per share:
Common stock	$	0.04		$	0.04		$	(0.11	)	$	(0.11	)	$	(0.08	)	$	(0.08	)	$	0.04		$	0.04
Class B common stock	$	0.04		$	0.04		$	(0.10	)	$	(0.10	)	$	(0.08	)	$	(0.08	)	$	0.04		$	0.04
Income from discontinued operations per share:
Common stock	$	—		$	—		$	—		$	—
Class B common stock	$	—		$	—		$	—		$	—
Net income (loss) per share:
Common stock	$	0.04		$	0.04		$	(0.11	)	$	(0.11	)
Class B common stock	$	0.04		$	0.04		$	(0.10	)	$	(0.10	)

Note: Common stock options that were anti-dilutive and not included in diluted earnings per common share for the third quarter of fiscal ~~2017 was 853.~~2019 were 1,084.

	Nine Months Ended
	March 2, 2019						March 3, 2018
	Basic			Diluted			Basic			Diluted
Numerator for Basic and Diluted EPS:
(Loss) income from continuing operations	$	(951	)	$	(951	)	$	587		$	587
Less dividends:
Common stock		1,963			1,963			1,938			1,938
Class B common stock		342			342			346			346
Undistributed losses	$	(3,256	)	$	(3,256	)	$	(1,697	)	$	(1,697	)
Common stock undistributed losses	$	(2,774	)	$	(2,774	)	$	(1,440	)	$	(1,440	)
Class B common stock undistributed losses		(482	)		(482	)		(257	)		(257	)
Total undistributed losses	$	(3,256	)	$	(3,256	)	$	(1,697	)	$	(1,697	)
Income from discontinued operations	$	—		$	—		$	1,496		$	1,496
Less dividends:
Common stock		—			—			1,938			1,938
Class B common stock		—			—			346			346
Undistributed losses	$	—		$	—		$	(788	)	$	(788	)
Common stock undistributed losses	$	—		$	—		$	(668	)	$	(668	)
Class B common stock undistributed losses		—			—			(120	)		(120	)
Total undistributed losses	$	—		$	—		$	(788	)	$	(788	)
Net (loss) income	$	(951	)	$	(951	)	$	2,083		$	2,083
Less dividends:
Common stock		1,963			1,963			1,938			1,938
Class B common stock		342			342			346			346
Undistributed losses	$	(3,256	)	$	(3,256	)	$	(201	)	$	(201	)
Common stock undistributed losses	$	(2,774	)	$	(2,774	)	$	(171	)	$	(171	)
Class B common stock undistributed losses		(482	)		(482	)		(30	)		(30	)
Total undistributed losses	$	(3,256	)	$	(3,256	)	$	(201	)	$	(201	)
Denominator for basic and diluted EPS:
Common stock weighted average shares		10,911			10,911			10,753			10,753
Class B common stock weighted average shares, and shares under if-converted method for diluted EPS		2,108			2,108			2,137			2,137
Effect of dilutive securities
Dilutive stock options					—						40
Denominator for diluted EPS adjusted for weighted average shares and assumed conversions					13,019						12,930
(Loss) income from continuing operations per share:
Common stock	$	(0.07	)	$	(0.07	)	$	0.05		$	0.05
Class B common stock	$	(0.07	)	$	(0.07	)	$	0.04		$	0.04
Income from discontinued operations per share:
Common stock	$	—		$	—		$	0.12		$	0.12
Class B common stock	$	—		$	—		$	0.11		$	0.11
Net (loss) income per share:
Common stock	$	(0.07	)	$	(0.07	)	$	0.17		$	0.17
Class B common stock	$	(0.07	)	$	(0.07	)	$	0.15		$	0.15

Nine Months Ended

March 3, 2018 February 25, 2017
Basic Diluted Basic Diluted
Numerator for Basic and Diluted EPS:
Income (loss) from continuing operations $ 587 $ 587 $ (6,803 ) $ (6,803 )
Less dividends:
Common stock 1,938 1,938 1,925 1,925
Class B common stock 346 346 348 348
Undistributed losses $ (1,697 ) $ (1,697 ) $ (9,076 ) $ (9,076 )
Common stock undistributed losses $ (1,440 ) $ (1,440 ) $ (7,691 ) $ (7,691 )
Class B common stock undistributed losses (257 ) (257 ) (1,385 ) (1,385 )
Total undistributed losses $ (1,697 ) $ (1,697 ) $ (9,076 ) $ (9,076 )
Income from discontinued operations $ 1,496 $ 1,496 $ — $ —
Less dividends:
    Common stock 1,938 1,938 — —
    Class B common stock 346 346 — —
Undistributed losses $ (788 ) $ (788 ) $ — $ —
Common stock undistributed losses $ (668 ) $ (668 ) $ — $ —
Class B common stock undistributed losses (120 ) (120 ) — —
Total undistributed losses $ (788 ) $ (788 ) $ — $ —
Net income (loss) $ 2,083 $ 2,083 $ (6,803 ) $ (6,803 )
Less dividends:
     Common stock 1,938 1,938 1,925 1,925
     Class B common stock 346 346 348 348
Undistributed losses $ (201 ) $ (201 ) $ (9,076 ) $ (9,076 )
Common stock undistributed losses $ (171 ) $ (171 ) $ (7,691 ) $ (7,691 )
Class B common stock undistributed losses (30 ) (30 ) (1,385 ) (1,385 )
Total undistributed losses $ (201 ) $ (201 ) $ (9,076 ) $ (9,076 )
Denominator for basic and diluted EPS:
Common stock weighted average shares 10,753 10,753 10,704 10,704
Class B common stock weighted average shares, and shares under if-converted method for diluted EPS 2,137 2,137 2,141 2,141
Effect of dilutive securities
Dilutive stock options 40 —
Denominator for diluted EPS adjusted for weighted average shares and assumed conversions 12,930 12,845
Income (loss) from continuing operations per share:
Common stock $ 0.05 $ 0.05 $ (0.54 ) $ (0.54 )
Class B common stock $ 0.04 $ 0.04 $ (0.48 ) $ (0.48 )
Income from discontinued operations per share:
Common stock $ 0.12 $ 0.12 $ — $ —
Class B common stock $ 0.11 $ 0.11 $ — $ —
Net income (loss) per share:
Common stock $ 0.17 $ 0.17 $ (0.54 ) $ (0.54 )
Class B common stock $ 0.15 $ 0.15 $ (0.48 ) $ (0.48 )

Note: Common stock options that were anti-dilutive and not included in diluted earnings per common share for the first nine months of fiscal ~~2017 was 853.~~2019 were 918.

~~10.~~11. SEGMENT REPORTING

In accordance with ASC 280-10, Segment Reporting, we have identified three operating and reportable segments as follows:

Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical original equipment manufacturers ~~(“OEM”)~~ markets.

The CEO evaluates performance and allocates resources primarily based on the gross profit of each segment.

Operating results by segment are summarized in the following table (in thousands):

	Three Months Ended				Nine Months Ended
	March 3,		February 25,		March 3,		February 25,		Three Months Ended				Nine Months Ended
	2018		2017		2018		2017		March 2, 2019		March 3, 2018		March 2, 2019		March 3, 2018
PMT
Net Sales	$	31,869	$	24,763	$	91,056	$	75,373	$	29,725	$	31,869	$	96,822	$	91,056
Gross Profit		10,656		8,075		30,492		23,803		9,406		10,656		30,520		30,492
Canvys
Net Sales	$	7,585	$	4,824	$	20,057	$	14,883	$	6,954	$	7,585	$	20,625	$	20,057
Gross Profit		2,571		1,331		6,245		4,222		2,281		2,571		6,726		6,245
Healthcare
Net Sales	$	2,191	$	2,726	$	6,609	$	9,257	$	2,339	$	2,191	$	7,042	$	6,609
Gross Profit		840		1,286		2,852		3,871		612		840		1,977		2,852

Geographic net sales information is primarily grouped by customer destination into five areas: North America; Asia/Pacific; Europe; Latin America; and Other.

Net sales and gross profit by geographic region are summarized in the following table (in thousands):

	Three Months Ended						Nine Months Ended
	March 3,			February 25,			March 3,			February 25,			Three Months Ended						Nine Months Ended
	2018			2017			2018			2017			March 2, 2019			March 3, 2018			March 2, 2019			March 3, 2018
Net Sales
North America	$	18,748		$	13,607		$	49,657		$	40,715		$	14,665		$	18,748		$	48,513		$	49,657
Asia/Pacific		6,635			5,916			21,102			20,192			8,007			6,635			26,069			21,102
Europe		14,197			10,950			40,312			32,418			13,612			14,197			41,761			40,312
Latin America		2,086			1,792			6,646			6,138			2,702			2,086			8,075			6,646
Other (1)		(21	)		48			5			50			32			(21	)		71			5
Total	$	41,645		$	32,313		$	117,722		$	99,513		$	39,018		$	41,645		$	124,489		$	117,722
Gross Profit
North America	$	6,955		$	5,258		$	18,747		$	15,090		$	5,577		$	6,955		$	18,682		$	18,747
Asia/Pacific		2,331			2,085			7,256			7,012			2,482			2,331			8,188			7,256
Europe		4,904			3,764			13,493			10,540			4,403			4,904			13,141			13,493
Latin America		820			643			2,638			2,337			990			820			3,011			2,638
Other (1)		(943	)		(1,058	)		(2,545	)		(3,083	)		(1,153	)		(943	)		(3,799	)		(2,545	)
Total	$	14,067		$	10,692		$	39,589		$	31,896		$	12,299		$	14,067		$	39,223		$	39,589

(1)

~~(1)~~

Other includes primarily net sales not allocated to a specific geographical region, unabsorbed value-add costs and other unallocated expenses.

We sell our products to customers in diversified industries and perform periodic credit evaluations of our customers’ financial condition. Terms are generally on open account, payable net 30 days in North America, and vary throughout Asia/Pacific, Europe and Latin America. Estimates of credit losses are recorded in the financial statements based on monthly reviews of outstanding accounts.

12. LITIGATION

~~11. LITIGATION~~

On ~~December 5, 2017, Steven H. Busch~~October 15, 2018, Varex Imaging Corporation (“Varex”) filed its original Complaint (Case No. 1:18-cv-06911) against Richardson Electronics Ltd. (“Richardson”) in the Northern District of Illinois, which was subsequently amended on November 27, 2018. Varex alleged counts of infringement of U.S. Patent Nos. 6,456,692 and 6,519,317. Subsequently, on October 24, 2018, Varex filed a ~~Verified Stockholder Derivative Complaint against Edward J.~~motion for preliminary injunction to stop the sale of Richardson’s ALTA750^TM product. Richardson ~~Paul Plante, Jacques Belin, James Benham, Kenneth Halverson,~~moved to dismiss this case and filed an opposition to the ~~Company in~~preliminary injunction. In January 2019, the ~~Delaware~~ Court ~~of Chancery, captioned~~ ~~Steven H. Busch v. Edward J. Richardson, et al.~~~~, C.A. No. 2017-0868-AGB.~~took evidence on the preliminary injunction issue as well as heard oral arguments on the motion to dismiss. The ~~lawsuit alleges claims~~parties are presently waiting for breach of fiduciary duty by the Company’s directors and challenges the decision of a special committee of the Company’s Board to refuse Mr. Busch’s demand that the Company’s Board, among other things, rescind the Company’s May 2013 repurchase of stock from Mr. Richardson and May 2013 and October 2014 repurchases of Company stockrulings from the Court. Richardson ~~Wildlife Foundation. The Company~~ believes the lawsuit to be without merit and ~~that~~ a loss is not probable or estimable based on the information ~~available~~ at the time the financial statements were issued.

~~12.~~13. FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists; therefore requiring an entity to develop its own assumptions.

As of March ~~3, 2018 and May 27, 2017,~~2, 2019, we held investments that ~~are~~were required to be measured at fair value on a recurring basis. Our investments ~~currently consist~~consisted of ~~time deposits and~~ CDs where face value iswas equal to fair ~~value, and as of May 27, 2017, equity securities of publicly traded companies for which market prices are readily available.~~value.

Investments measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of March ~~3, 2018 and May 27, 2017,~~2, 2019 were as follows (in thousands):

Level 1
March 3, 2018
Time deposits/CDs $ 199
Equity securities —
Total $ 199
May 27, 2017
Time deposits/CDs $ 8,226
Equity securities 622
Total $ 8,848

		Level 1
CDs			15,500

~~13.~~ ~~Related Party Transaction~~

14. RELATED PARTY TRANSACTION

On June 15, 2015, the Company entered into a lease agreement for the IMES facility with LDL, LLC. The Executive Vice President of IMES, Lee A. McIntyre III (former owner of IMES), has an ownership interest in LDL, LLC. The lease agreement provides for monthly payments over five years with total future minimum lease payments of ~~$0.3~~$0.2 million. Rental expense related to this lease amounted to $0.1 million for the nine months ended March ~~3, 2018~~2, 2019 and $0.1 million for the nine months ended ~~February 25, 2017.~~March 3, 2018. The Company shall be entitled to extend the term of the lease for a period of an additional five years by notifying the landlord in writing of its intention to do so within nine months of the expiration of the initial term.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this report may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. The terms “may,” “should,” “could,” “anticipate,” “believe,” “continues,” “estimate,” “expect,” “intend,” “objective,” “plan,” “potential,” “project” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These statements are based on management’s current expectations, intentions or beliefs and are subject to a number of factors, assumptions and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences or that might otherwise impact the business include the risk factors set forth in Item 1A, of our Annual Report on Form 10-K filed on ~~July 31, 2017.~~August 2, 2018. We undertake no obligation to update any such factor or to publicly announce the results of any revisions to any forward-looking statements contained herein whether as a result of new information, future events or otherwise.

In addition, while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

INTRODUCTION

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to assist the reader in better understanding our business, results of operations, financial condition, changes in financial condition, critical accounting policies and estimates and significant developments. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes appearing elsewhere in this filing. This section is organized as follows:

	●	~~Business Overview~~ ~~– a brief synopsis of our Company for the periods ended March 3, 2018 and February 25, 2017.~~

	●	~~Results of Operations~~ – an analysis and comparison of our consolidated results of operations for the three and nine month periods ended March 3, 2018 and February 25, 2017, as reflected in our consolidated statements of comprehensive income (loss).

	●	~~Liquidity, Financial Position and Capital Resources~~ ~~– a discussion of our primary sources and uses of cash for the three and nine month periods ended March 3, 2018, and February 25, 2017, and a discussion of changes in our financial position.~~

Business Overview – a brief synopsis of our Company for the periods ended March 2, 2019 and March 3, 2018.

Results of Operations – an analysis and comparison of our consolidated results of operations for the three and nine month periods ended March 2, 2019 and March 3, 2018, as reflected in our consolidated statements of comprehensive (loss) income.

Liquidity, Financial Position and Capital Resources – a discussion of our primary sources and uses of cash for the nine month periods ended March 2, 2019 and March 3, 2018, and a discussion of changes in our financial position.

Business Overview

We have three operating and reportable segments which we define as follows:

Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical original equipment manufacturers ~~(“OEM”)~~ markets. Our engineers design, manufacture, source and support a full spectrum of solutions to match the needs of our customers. We offer long term availability and proven custom display solutions that include touch screens,

protective panels, custom enclosures, all-in-ones, specialized cabinet finishes and application specific software packages and certification services. Our volume commitments are lower than the large display manufacturers, making us the ideal choice for companies with very specific design requirements. We partner with both private label manufacturing companies and leading branded hardware vendors to offer the highest quality display and touch solutions and customized computing platforms.

We currently have operations in the following major geographic regions: North America, Asia/Pacific, Europe and Latin America.

RESULTS OF OPERATIONS

Financial Summary – Three Months Ended March 3,2, 2019

The third quarter of fiscal 2019 and fiscal 2018 each contained 13 weeks.


	●	~~Net sales for the third quarter of fiscal 2018 were $41.6 million, an increase of 28.9%, compared to net sales of $32.3 million during the third quarter of fiscal 2017.~~

	●	~~Gross margin increased to 33.8% during the third quarter of fiscal 2018, compared to 33.1% during the third quarter of fiscal 2017.~~

	●	Selling, general and administrative expenses were $13.1 million, or 31.4% of net sales, for the third quarter of fiscal 2018, compared to $12.0 million, or 37.1% of net sales, for the third quarter of fiscal 2017.

	●	~~Operating income during the third quarter of fiscal 2018 was $1.0 million, compared to an operating loss of $1.3 million in the third quarter of fiscal 2017.~~

	●	~~Net income during the third quarter of fiscal 2018 was $0.5 million, compared to net loss of $1.4 million during the third quarter of fiscal 2017.~~

Net sales for the third quarter of fiscal 2019 were $39.0 million, a decrease of 6.3%, compared to net sales of $41.6 million during the third quarter of fiscal 2018.

Gross margin decreased to 31.5% during the third quarter of fiscal 2019 compared to 33.8% during the third quarter of fiscal 2018.

Selling, general and administrative expenses were $13.1 million, or 33.6% of net sales, for the third quarter of fiscal 2019 compared to $13.1 million, or 31.4% of net sales, for the third quarter of fiscal 2018.

Operating loss during the third quarter of fiscal 2019 was $0.8 million compared to an operating income of $1.0 million in the third quarter of fiscal 2018.

Net loss during the third quarter of fiscal 2019 was $1.1 million compared to net income of $0.5 million during the third quarter of fiscal 2018.

Financial Summary – Nine Months Ended March 3,2, 2019

The first nine months of fiscal 2019 and fiscal 2018 contained 39 and 40 weeks, respectively.

Net sales for the first nine months of fiscal 2019 were $124.5 million, an increase of 5.7%, compared to net sales of $117.7 million during the first nine months of fiscal 2018.

●

~~The first nine months of fiscal 2018 and 2017 contained 40 and 39 weeks, respectively.~~

Gross margin decreased to 31.5% during the first nine months of fiscal 2019 compared to 33.6% during the first nine months of fiscal 2018.

	●	~~Net sales for the first nine months of fiscal 2018 were $117.7 million, an increase of 18.3%, compared to net sales of $99.5 million during the first nine months of fiscal 2017.~~

	●	~~Gross margin increased to 33.6% during the first nine months of fiscal 2018, compared to 32.1% during the first nine months of fiscal 2017.~~

	●	Selling, general and administrative expenses were $38.0 million, or 32.3% of net sales, for the first nine months of fiscal 2018, compared to $37.7 million, or 37.9% of net sales, for the first nine months of fiscal 2017.

	●	~~Operating income during the first nine months of fiscal 2018 was $1.8 million, compared to an operating loss of $5.8 million in the first nine months of fiscal 2017.~~

	●	~~Income from continuing operations during the first nine months of fiscal 2018 was $0.6 million, compared to loss from continuing operations of $6.8 million in the first nine months of fiscal 2017.~~

	●	~~Income from discontinued operations during the first nine months of fiscal 2018 was $1.5 million. There was no income (loss) from discontinued operations during the first nine months of fiscal 2017.~~

	●	~~Net income during the first nine months of fiscal 2018 was $2.1 million, compared to net loss of $6.8 million during the first nine months of fiscal 2017.~~

Selling, general and administrative expenses were $39.6 million, or 31.8% of net sales, for the first nine months of fiscal 2019, compared to $38.0 million, or 32.3% of net sales, for the first nine months of fiscal 2018.

Operating loss during the first nine months of fiscal 2019 was $0.4 million compared to an operating income of $1.8 million in the first nine months of fiscal 2018.

Loss from continuing operations during the first nine months of fiscal 2019 was $1.0 million compared to income from continuing operations of $0.6 million in the first nine months of fiscal 2018.

There was no income (loss) from discontinued operations during the first nine months of fiscal 2019. Income from discontinued operations during the first nine months of fiscal 2018 was $1.5 million.

Net loss during the first nine months of fiscal 2019 was $1.0 million compared to net income of $2.1 million during the first nine months of fiscal 2018.

Net Sales and Gross Profit Analysis

Net sales by segment and percent change for the third quarter and first nine months of fiscal ~~2018~~2019 and ~~2017~~fiscal 2018 were as follows (in thousands):

Net Sales	Three Months Ended				FY18 vs. FY17			Three Months Ended				FY19 vs. FY18
	March 3, 2018		February 25, 2017		% Change			March 2, 2019		March 3, 2018		% Change
PMT	$	31,869	$	24,763		28.7	%	$	29,725	$	31,869		-6.7	%
Canvys		7,585		4,824		57.2	%		6,954		7,585		-8.3	%
Healthcare		2,191		2,726		-19.6	%		2,339		2,191		6.8	%
Total	$	41,645	$	32,313		28.9	%	$	39,018	$	41,645		-6.3	%

	Nine Months Ended				FY18 vs. FY17			Nine Months Ended				FY19 vs. FY18
	March 3, 2018		February 25, 2017		% Change			March 2, 2019		March 3, 2018		% Change
PMT	$	91,056	$	75,373		20.8	%	$	96,822	$	91,056		6.3	%
Canvys		20,057		14,883		34.8	%		20,625		20,057		2.8	%
Healthcare		6,609		9,257		-28.6	%		7,042		6,609		6.6	%
Total	$	117,722	$	99,513		18.3	%	$	124,489	$	117,722		5.7	%

During the third quarter of fiscal ~~2018~~2019, consolidated net sales ~~increased 28.9%~~decreased 6.3% compared to the third quarter of fiscal ~~2017.~~2018. Sales for PMT decreased 6.7%, sales for Canvys decreased 8.3% and sales for Healthcare increased 6.8%. The decrease in PMT was mainly due to a continued slowdown in the wafer fab markets, however the decline was slightly offset by strong growth in our new technology partners in RF and microwave components and market share gains in the RF and microwave tube business. The decrease in Canvys was due to several large non-recurring orders that shipped in the third quarter of fiscal 2018. The increase in Healthcare was due to higher equipment sales.

During the first nine months of fiscal 2019, consolidated net sales increased 5.7% compared to the first nine months of fiscal 2018. Sales for PMT increased ~~28.7%~~6.3%, sales for Canvys increased ~~57.2%~~2.8% and sales for Healthcare ~~decreased 19.6%~~increased 6.6%. The increase in PMT was due to ~~specialty products engineered and manufactured in LaFox which are sold to the semiconductor capital market and~~strong growth with new technology partners relating to 5G infrastructure rollout and market share gains in ~~power conversion and RF and microwave components.~~our legacy tube business. The increase ~~for~~in Canvys was due to increased customer demand in ~~both~~ our North American and European ~~markets. The decrease in Richardson Healthcare was primarily due to the sale of the PACS display business at the end of fiscal 2017,~~markets, partially offset by ~~higher sales of equipment and certified and refurbished CT tubes.~~

During the first nine months of fiscal 2018 consolidated net sales increased 18.3% compared to the first nine months of fiscal 2017. Sales for PMT increased 20.8%, sales for Canvys increased 34.8% and sales for Healthcare decreased 28.6%.unfavorable foreign exchange rates. The increase in ~~PMT~~Healthcare was due to ~~specialty products engineered~~ALTA750^TM tube sales and manufactured in LaFox which are sold to the semiconductor capital market, new technology partners in power conversion and RF and microwave components, complemented by increased sales of power grid tubes. The increase for Canvys was due to increased customer demand in both our North American and European markets. The decrease in Richardson Healthcare was primarily due to the sale of the PACS display business at the end of fiscal 2017, partially offset by higher sales of equipment ~~and certified and refurbished CT tubes.~~sales.

Gross profit by segment and percent of net sales for the third quarter and first nine months of fiscal ~~2018~~2019 and ~~2017~~fiscal 2018 were as follows (in thousands):

Gross Profit	Three Months Ended										Three Months Ended
	March 3, 2018		% of Net Sales			February 25, 2017		% of Net Sales			March 2, 2019		% of Net Sales			March 3, 2018		% of Net Sales
PMT	$	10,656		33.4	%	$	8,075		32.6	%	$	9,406		31.6	%	$	10,656		33.4	%
Canvys		2,571		33.9	%		1,331		27.6	%		2,281		32.8	%		2,571		33.9	%
Healthcare		840		38.3	%		1,286		47.2	%		612		26.2	%		840		38.3	%
Total	$	14,067		33.8	%	$	10,692		33.1	%	$	12,299		31.5	%	$	14,067		33.8	%

Nine Months Ended
March 3, 2018 % of Net
Sales February 25, 2017 % of Net
Sales
PMT $ 30,492 33.5 % $ 23,803 31.6 %
Canvys 6,245 31.1 % 4,222 28.4 %
Healthcare 2,852 43.2 % 3,871 41.8 %
Total $ 39,589 33.6 % $ 31,896 32.1 %

	Nine Months Ended
	March 2, 2019		% of Net Sales			March 3, 2018		% of Net Sales
PMT	$	30,520		31.5	%	$	30,492		33.5	%
Canvys		6,726		32.6	%		6,245		31.1	%
Healthcare		1,977		28.1	%		2,852		43.2	%
Total	$	39,223		31.5	%	$	39,589		33.6	%

Gross profit reflects the distribution and manufacturing product margin less manufacturing variances, inventory obsolescence charges, customer returns, scrap and cycle count adjustments, engineering costs and other provisions.

Consolidated gross profit ~~increased~~decreased to $12.3 million during the third quarter of fiscal 2019 compared to $14.1 million during the third quarter of fiscal ~~2018, compared to $10.7 million during the third quarter of fiscal 2017.~~2018. Consolidated gross margin as a percentage of net sales ~~increased~~decreased to 31.5% during the third quarter of fiscal 2019 from 33.8% during the third quarter of fiscal 2018, ~~from 33.1% during the third quarter of fiscal 2017,~~ primarily due to ~~favorable~~unfavorable product mix and comparison to positive manufacturing variances for PMT last year, unfavorable product mix as well as unfavorable foreign exchange rates for Canvys and higher percentage of equipment sales as well as higher costs associated with tube development and the write down of some inventory to market value for Healthcare.

Consolidated gross profit decreased to $39.2 million during the first nine months of fiscal 2019 compared to $39.6 million during the first nine months of fiscal 2018. Consolidated gross margin as a percentage of net sales decreased to 31.5% during the first nine months of fiscal 2019 from 33.6% during the first nine months of fiscal 2018, primarily due to unfavorable product mix and manufacturing variances for PMT, a higher percent of equipment sales and manufacturing variances for Healthcare, partially offset by favorable product mix and lower costs on selected products for Canvys.

Power and Microwave Technologies Group

~~Consolidated gross profit~~PMT net sales decreased 6.7% to $29.7 million during the third quarter of fiscal 2019 from $31.9 million during the third quarter of fiscal 2018. The decrease was due to a decline in the wafer fab market, however the decline was mostly offset by strong growth from our new technology partners in the RF and microwave components as well as market share gains in the RF and microwave tube business. Gross margin as a percentage of net sales decreased to 31.6% during the third quarter of fiscal 2019 as compared to 33.4% during the third quarter of fiscal 2018, due to unfavorable product mix and manufacturing variances in comparison to positive manufacturing variances last year.

PMT net sales increased 6.3% to ~~$39.6~~$96.8 million during the first nine months of fiscal 2019 from $91.1 million during the first nine months of fiscal 2018. The increase was due to strong sales growth with our new technology partners supporting 5G infrastructure and market share gains in our legacy tube business. Gross margin as a percentage of net sales decreased to 31.5% during the first nine months of fiscal 2019 as compared to 33.5% during the first nine months of fiscal 2018, due to unfavorable product mix and manufacturing variances.

Canvys

Canvys net sales decreased 8.3% to $6.9 million during the third quarter of fiscal 2019 from $7.6 million during the third quarter of fiscal 2018 due to several large non-recurring orders that shipped in the third quarter of fiscal 2018. Gross margin as a percentage of net sales decreased to 32.8% during the third quarter of fiscal 2019 as compared to 33.9% during the third quarter of fiscal 2018, due to unfavorable product mix.

Canvys net sales increased 2.8% to $20.6 million during the first nine months of fiscal 2019 from $20.1 million during the first nine months of fiscal 2018 compared to $31.9 million during the first nine months of fiscal 2017. Consolidated gross margin as a percentage of net sales increased to 33.6% during the first nine months of fiscal 2018, from 32.1% during the first nine months of fiscal 2017, primarily due to ~~favorable product mix for PMT, favorable product mix~~increased customer demand in both the North American and ~~lower costs on selected products for Canvys and the sale of the PACS display business, which generated lower margins in our Healthcare business.~~

~~Power and Microwave Technologies Group~~

PMT net sales increased 28.7% to $31.9 million during the third quarter of fiscal 2018, from $24.8 million during the third quarter of fiscal 2017. The increase was due to specialty products engineered and manufactured in LaFox which are sold to the semiconductor capital market and new technology partners in power conversion and RF and microwave components.European markets, partially offset by unfavorable foreign exchange rates. Gross margin as a percentage of net sales increased to ~~33.4% during the third quarter of fiscal 2018, as compared to~~ 32.6% ~~during the third quarter of fiscal 2017, due to favorable product mix.~~

~~PMT net sales increased 20.8% to $91.1 million~~ during the first nine months of fiscal ~~2018, from $75.4 million~~2019 as compared to 31.1% during the first nine months of fiscal 2017. The increase included sales of specialty products engineered and manufactured in LaFox which are sold primarily into the semiconductor capital equipment market, sales from new technology partners in power conversion and RF and microwave components, complemented by increased sales of power grid tubes. Gross margin as a percentage of net sales increased to 33.5% during the first nine months of fiscal 2018, ~~as compared to 31.6% during the nine months of fiscal 2017, due to favorable product mix and favorable manufacturing results from our LaFox production facility.~~

~~Canvys~~

Canvys net sales increased 57.2% to $7.6 million during the third quarter of fiscal 2018, from $4.8 million during the third quarter of fiscal 2017 due to increased customer demand in both our North American and European markets. Gross margin as a percentage of net sales increased to 33.9% during the third quarter of fiscal 2018 as compared to 27.6% during the third quarter of fiscal 2017, due to favorable product mix and lower costs on selected products sold.

Canvys net sales increased 34.8% to $20.1 million during the first nine months of fiscal 2018, from $14.9 million during the first nine months of fiscal 2017 due to increased customer demand in both our North American and European markets. Gross margin as a percentage of net sales increased to 31.1% during the first nine months of fiscal 2018 as compared to 28.4% during the first nine months of fiscal 2017, due to favorable product mix and lower costs on selected products sold.

Healthcare

Healthcare net sales ~~decreased 19.6%~~increased 6.8% to $2.3 million during the third quarter of fiscal 2019 from $2.2 million during the third quarter of fiscal 2018 ~~from $2.7 million during the third quarter of fiscal 2017 primarily~~ due to ~~the sale of the PACS display business at the end of fiscal 2017, partially offset by~~ higher ~~sales of~~ equipment ~~and certified and refurbished CT tubes.~~sales. Gross margin as a percentage of net sales decreased to 26.2% during the third quarter of fiscal 2019 as compared to 38.3% during the third quarter of fiscal 2018 ~~as compared to 47.2% during the third quarter of fiscal 2017~~ due to ~~an unfavorable product mix that favored~~a higher percentage of equipment ~~sales.~~

sales, costs associated with tube development and the write down of some inventory to market value.

Healthcare net sales ~~decreased 28.6%~~increased 6.6% to $7.0 million during the first nine months of fiscal 2019 from $6.6 million during the first nine months of fiscal 2018 ~~from $9.3 million during the first nine months of fiscal 2017 primarily~~ due to ~~the sale of the PACS display business at the end of fiscal 2017, partially offset by higher~~ALTA750^TM tube sales ofand equipment ~~and certified and refurbished CT tubes.~~sales. Gross margin as a percentage of net sales ~~increased~~decreased to 28.1% during the first nine months of fiscal 2019 as compared to 43.2% during the first nine months of fiscal 2018 ~~as compared to 41.8% during the first nine months of fiscal 2017~~ due to ~~the sale~~a higher percent of ~~the PACS display business, which generated lower margins, offset partially by an unfavorable product mix that favored~~ equipment ~~sales.~~sales and manufacturing variances.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $13.1 million during both the third quarter of fiscal 2019 and the third quarter of fiscal 2018. During the third quarter of fiscal 2019, the Company incurred $0.1 million in severance expense associated with actions to further reduce costs as well as $0.2 million of higher legal expenses. These expenses were offset by lower incentive compensation expenses.

Selling, general and administrative expenses increased to ~~$13.1~~$39.6 million during the ~~third quarter~~first nine months of fiscal ~~2018~~2019 from $12.0 million in the third quarter of fiscal 2017. The increase was due to higher compensation and other expenses mostly related to the increase in net sales as well as higher research and development costs and other incremental expenses for Richardson Healthcare. Operating expenses as a percent of sales decreased to 31.4% in the third quarter of fiscal 2018 from 37.1% in the third quarter of fiscal 2017.

~~Selling, general and administrative expenses increased to~~ $38.0 million during the first nine months of fiscal ~~2018 from $37.7 million during the first nine months of fiscal 2017.~~2018. The increase was due to ~~higher~~additional compensation and other expenses ~~mostly~~ related to the increase in net sales earlier in the year as well as the higher ~~research~~legal, severance and development costs and other incremental expenses to support our growth strategies in Richardson Healthcare. The increase was partially offset by a charge of $1.3 million in the second quarter of fiscal 2017 for severance expense related to a reduction in workforce.bad debt expense.

Other Income/Expense

Other income/expense was less than $0.1 million of income during both the third quarter of fiscal 2019 and the third quarter of fiscal 2018. Other income/expense during the third quarter of fiscal ~~2018, compared to expense of~~2019 included $0.1 million ~~during the third quarter~~ of ~~fiscal 2017.~~investment/interest income offset by $0.1 million of foreign exchange losses. Other income/expense during the third quarter of fiscal 2018 included $0.2 million of ~~foreign exchange losses and $0.2 million of~~ investment/interest ~~income. Other expense during the third quarter of fiscal 2017 included~~income offset by $0.2 million of foreign exchange ~~losses and $0.1 million of investment/interest income.~~losses. Our foreign exchange gains and losses are primarily due to the translation of U.S. dollars held in non-U.S. entities. We currently do not utilize derivative instruments to manage our exposure to foreign currency.

Other income/expense was ~~$0.1~~$0.2 million of ~~expense~~income during the first nine months of fiscal ~~2018,~~2019 compared to expense of ~~$0.2~~$0.1 million during the first nine months of fiscal ~~2017.~~2018. Other income during the first nine months of fiscal 2019 included $0.4 million of investment/interest income partially offset by $0.2 million of foreign exchange losses. Other expense during the first nine months of fiscal 2018 included $0.5 million of foreign exchange losses partially offset by $0.4 million of investment/interest income. Other expense during the first nine months of fiscal 2017 included $0.3 million of foreign exchange losses and $0.1 million of investment/interest income. Our foreign exchange gains and losses are primarily due to the translation of U.S. dollars held in non-U.S. entities. We currently do not utilize derivative instruments to manage our exposure to foreign currency.

Income Tax Provision

We recorded an income tax provision ~~from continuing operations~~ of ~~$1.1~~$0.8 million and ~~$0.8~~$1.1 million for the first nine months of fiscal ~~2018~~2019 and the first nine months of fiscal ~~2017,~~2018, respectively. The effective income tax rate ~~from continuing operations~~ during the first nine months of fiscal ~~2018~~2019 was a tax provision of ~~65.0%~~(383.3)%, as compared to a tax provision of ~~(13.7%)~~65.0% during the first nine months of fiscal ~~2017.~~2018. The difference in rate during the first nine months of fiscal ~~2018,~~2019, as compared to the first nine months of fiscal ~~2017,~~2018, reflects the change in ~~the~~ overall loss realized through the third quarter in each respective period, changes in our geographical distribution of income (loss), the recording of provision to return true-ups of various foreign jurisdictions ~~the accrual of an uncertain tax position with respect to a German audit~~ and our positions with respect to ~~permanent reinvestment of foreign earnings under~~ ASC 740-30, Income Taxes - Other Considerations or Special ~~Areas (“ASC 740-30”).~~Areas. The ~~65.0%~~(383.3)% effective income tax rate differs from the federal statutory rate of ~~29.2%~~21% as a result of our geographical distribution of income (loss), and the ~~recording~~movement of athe valuation allowance against ~~the increase in~~ our U.S. state and federal net deferred tax ~~assets, recognition of an uncertain tax position and preliminary tax assessments with respect to the income tax audit in Germany.~~

On December 22, 2017, the U.S. government enacted new tax legislation, Tax Cuts and Jobs Act (the “Act”). The primary provisions of the Act expected to impact the Company in fiscal 2018 are a reduction to the U.S. corporate income tax rate from 35% to 21% and a transition from a worldwide corporate tax system to a territorial tax system. The reduction in the corporate income tax rate requires the Company to remeasure its net deferred tax assets to the new corporate tax rate and the transition to a territorial tax system requires payment of a one-time tax on deemed repatriation of undistributed and previously untaxed non-U.S. earnings. Primarily as a result of those provisions of the Act, the Company recorded a deferred remeasurement impact of approximately $1.6 million, which was fully offset by the valuation allowance movement. Additionally, the estimated deemed earnings repatriation tax, net of available foreign tax credits brought back as part of the deemed repatriation, was $3.5 million. The Company does not anticipate any cash tax payments due to the foreign tax credit carryforwards available to fully offset the provisional deemed repatriation tax.

~~The 21% corporate income tax rate was effective January 1, 2018. Based on the Company’s June 2, 2018 fiscal year end, the U.S. statutory income tax rate for fiscal 2018 will be approximately 29.2%.~~

The tax impact recorded for the Act during the third quarter of fiscal 2018 was provisional as outlined below and may change. The Company completed a preliminary assessment of earnings that could be repatriated based on reinvestment needs of non-U.S. operations and earnings available for repatriation. The estimated withholding tax that would be incurred from the repatriation of those earnings is included in the third quarter of fiscal 2018 provisional income tax expense. The Company continues to analyze the provisions of the Act addressing the net deferred tax asset remeasurement and its calculations, the deemed earnings repatriation, including the determination of undistributed non-U.S. earnings, and evaluate potential Company actions, including repatriating additional non-U.S. earnings and actions that could affect the Company’s fiscal year ended 2018 U.S. taxable income. In addition, the Company continues to monitor potential legislative action and regulatory interpretations of the Act.

Based on the effective date of certain provisions, the Company will be subject to additional requirements of the Act beginning in fiscal 2019. Those provisions include a tax on global intangible low-taxed income (GILTI), a tax determined by base erosion tax benefits (BEAT) from certain payments between a U.S. corporation and foreign subsidiaries, a limitation of certain executive compensation, a deduction for foreign derived intangible income (FDII) and interest expense limitations. The Company has not completed its analysis of those provisions and the estimated impact. The Company also has not determined its accounting policy to treat the taxes due on GILTI as a period cost or include in the determination of deferred taxes.

In December 2017, the SEC issued Staff Accounting Bulletin No. 118 that allows for a measurement period up to one year after the enactment date of the Act to complete the accounting requirements. The Company will complete the adjustments related to the Act within the allowed period.

We have historically determined that undistributed earnings of our foreign subsidiaries, to the extent of cash available, will be repatriated to the U.S. Due to the deemed earnings repatriation tax, the outside basis difference for which the historic balance has primarily related has been reduced. The deferred tax liability on the outside basis difference is now primarily withholding tax. Accordingly, we have reduced the deferred tax liability from $5.7 million as of the second quarter of fiscal 2018 to $0.2 million as of the third quarter of fiscal 2018 on foreign earnings of $47.2 million.

assets.

On September 12, 2017, the Company received an income tax refund from the State of Illinois of approximately $2.0 million, which was inclusive of interest earned. The refund was a result of the conclusion of the Illinois amended return related to the sale of the RF, Wireless and Power Division in 2011. A net benefit of $1.5 million, which includes $0.5 million of professional fee costs incurred to pursue the refund, was recognized in the second quarter of fiscal 2018 in discontinued operations.

~~Recently Adopted Accounting Standards~~

Net (Loss)Income ~~(Loss)~~ and Per Share Data

Net ~~income~~loss during the third quarter of fiscal ~~2018~~2019 was $1.1 million or ($0.08) per diluted common share and ($0.08) per Class B diluted common share as compared to net income of $0.5 million during the third quarter of fiscal 2018 or $0.04 per diluted common share and $0.04 per Class B diluted common ~~share, as compared to net~~share.

Net loss ~~of $1.4 million~~ during the ~~third quarter~~first nine months of fiscal ~~2017,~~2019 was $1.0 million or ($~~0.11)~~0.07) per diluted common share and ($~~0.10)~~0.07) per Class B diluted common ~~share.~~

~~Net~~share as compared to net income, including income from discontinued operations of $1.5 million, of $2.1 million during the first nine months of fiscal 2018 ~~was $2.1 million,~~ or $0.17 per diluted common share and $0.15 per Class B diluted common ~~share, as compared to net loss of $6.8 million during the first nine months of fiscal 2017, or ($0.54) per diluted common share and ($0.48) per Class B diluted common~~ share.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

Our operations and cash needs have been primarily financed through ~~income from operations and~~ cash on ~~hand.~~

hand and investments.

Cash and cash equivalents were ~~$59.9~~$33.9 million at March ~~3, 2018.~~2, 2019. Investments included CDs ~~and time deposits~~ classified as short-term investments of ~~$0.2~~$15.5 million. Total cash and investments were $49.4 million at March 2, 2019. Cash and investments at March ~~3, 2018,~~2, 2019 consisted of ~~$9.4~~$25.1 million in North America, ~~$19.4~~$15.0 million in Europe, ~~$1.1~~$0.9 million in Latin America and ~~$30.2~~$8.4 million in Asia/Pacific.

We repatriated $2.3 million total cash from our entities in Japan and Korea in the first quarter of fiscal 2019 and $5.9 million total cash from our entities in Germany and France in the third quarter of fiscal 2019.

Cash and cash equivalents were ~~$55.4~~$60.5 million at ~~May 27, 2017. Investments included CD’s and time deposits, classified as short-term~~June 2, 2018. We had no investments ~~were $6.4 million and long-term investments were $2.4 million including equity securities of $0.6 million.~~at June 2, 2018. Cash and ~~investments~~cash equivalents at ~~May 27, 2017,~~June 2, 2018 consisted of ~~$16.3~~$26.5 million in North America, ~~$15.5~~$20.2 million in Europe, ~~$1.5~~$1.0 million in Latin America and ~~$30.9~~$12.8 million in Asia/Pacific. ~~During the first quarter~~We repatriated $21.2 million of ~~fiscal 2017, we completed a~~foreign cash ~~repatriation of $11.3 million, which included a return of capital and dividend from our Chinese entity~~ to our U.S. parent ~~company.~~

company in fiscal 2018, $17.7 million from our Hong Kong entity and the remainder from our entities in Singapore, Italy and Taiwan.

We believe that the existing sources of liquidity, including current cash, will provide sufficient resources to meet known capital requirements and working capital needs through the next twelve months.

Cash Flows from Operating Activities

The cash used in operating activities primarily resulted from ~~adjustments~~net income (loss) adjusted for non-cash items and changes in our operating assets and liabilities.

Operating activities used $5.2 million of cash during the first nine months of fiscal 2019. We had net loss of $1.0 million during the first nine months of fiscal 2019, which included non-cash stock-based compensation expense of $0.6 million associated with the issuance of stock option and restricted stock awards, $0.6 million for inventory reserve provisions and depreciation and amortization expense of $2.4 million associated with our property and equipment as well as amortization of our intangible assets. Changes in our operating assets and liabilities resulted in a use of cash of $8.0 million during the first nine months of fiscal 2019, net of foreign currency exchange gains and losses, included a decrease of $5.4 million in accounts payable, an increase in inventory of $3.3 million, an increase in accounts receivable of $0.6 million partially offset by an increase in accrued liabilities of $0.9 million and a decrease of $0.3 million in prepaid expenses and other assets. The decrease in our accounts payable was due to timing of payments for some of our larger vendors for both inventory and services. The inventory increase was due to growth in supplying replacement systems and parts to the Healthcare market as well as an increase in components for the production of the ALTA 750^TM CT Tube.

Operating activities used $0.3 million of cash during the first nine months of fiscal 2018. We had net income of $2.1 million during the first nine months of fiscal 2018, which included non-cash stock-based compensation expense of $0.4 million associated with the issuance of stock option and restricted stock awards and depreciation and amortization expense of $2.2 million associated with our property and equipment as well as amortization of our intangible assets. Changes in our operating assets and liabilities during the first nine months of fiscal 2018, net of foreign currency exchange gains and losses, included an increase in inventories of $5.2 million, a decrease of $0.4 million in accounts payable and an increase in prepaid expenses and other assets of $0.6 million, partially offset by an increase in accrued liabilities of $1.3 million. The inventory increase was due to the ongoing growth of our RF and power technologies business, increase in raw material and work in process supporting the semiconductor capital equipment market and growth in supplying replacement systems and parts to the Healthcare market. The decrease in our accounts payable was due to timing of payments for some of our larger vendors for both inventory and services.

Cash Flows from Investing Activities

~~Operating~~The cash flow used in investing activities consisted primarily of purchases of investments and capital expenditures.

Cash used ~~$3.2 million~~in investing activities of ~~cash during the first nine months of fiscal 2017. We had net loss of $6.8~~$18.7 million during the first nine months of fiscal ~~2017, which~~2019 included ~~non-cash stock-based compensation expense~~$17.8 million from purchases of ~~$0.4 million associated with the issuance of stock option awards, deferred income tax credit adjustment of $0.2 million,~~investments and depreciation and amortization expense of $2.0 million associated with our property and equipment as well as amortization of our intangible assets. Changes in our operating assets and liabilities during the first nine months of fiscal 2017, net of foreign currency exchange gains and losses, included an increase of $1.0$3.2 million in ~~prepaid expenses, a decrease of $2.4 million in accounts payable and a decrease in other accrued liabilities of $0.3 million,~~capital expenditures partially offset by ~~decreases in receivables of $3.2 million and inventories of $1.9 million. The decrease in receivables of $3.2 million was primarily due to~~proceeds from the collection of a large receivable during the first quarter of fiscal 2017 that was invoiced during the fourth quarter of fiscal 2016. The inventory decrease was due to decreases in selected electron tubes. The decrease in our accounts payable was due to timing of payments for some of our larger vendors and also the result of shorter payment terms for our Richardson Healthcare vendors.

~~Cash Flows from Investing Activities~~

~~The cash flow from investing activities has consisted primarily of purchases and~~ maturities of investments of $2.3 million. Capital expenditures relates primarily to our Healthcare growth initiatives, a new air conditioner unit for the global headquarters, investments in our LaFox manufacturing operation and capital ~~expenditures.~~

used for our IT system.

Cash provided by investing activities of $4.9 million during the first nine months of fiscal 2018 included proceeds from the maturities of investments of $12.1 million, partially offset by $3.9 million from purchases of investments and $4.2 million in capital expenditures. Capital expenditures relates primarily to our Healthcare growth initiatives, a new roof for part of our warehouse and capital used for our IT system.

~~Cash used by investing activities of $2.6 million during the first nine months of fiscal 2017, included proceeds from the maturities of investments of $3.6 million, offset by $2.1 million from~~Our purchases of investments ~~and $4.1 million in capital expenditures. Capital expenditures relates primarily to our Healthcare growth initiative and capital used for our new IT system.~~

~~Our purchases and proceeds from investments consist~~consisted of ~~time deposits and~~ CDs. Purchasing of future investments may vary from period to period due to interest and foreign currency exchange rates.

Cash Flows from Financing Activities

The cash flow from financing activities ~~consists~~consisted primarily of cash dividends paid.

Cash used in financing activities of $2.1 million during the first nine months of fiscal 2019 resulted from $2.3 million of cash used to pay dividends partially offset by $0.2 million of proceeds from the issuance of common stock from stock option exercises.

Cash used in financing activities of $2.2 million during the first nine months of fiscal 2018 resulted from cash used to pay dividends.

~~Cash used in financing activities of $2.2 million during the first nine months of fiscal 2017 resulted from cash used to pay dividends.~~

~~Dividend payments for the first nine months of fiscal 2018 were approximately $2.3 million.~~ All future payments of dividends are at the discretion of the Board of Directors. Dividend payments will depend on earnings, capital requirements, operating conditions and such other factors that the Board may deem relevant.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to many different market risks with the various industries we serve. The primary financial risk we are exposed to is foreign currency exchange, as certain operations, assets and liabilities of ours are denominated in foreign currencies. We manage these risks through normal operating and financing activities.

The interpretation and analysis of these disclosures should not be considered in isolation since such variances in exchange rates would likely influence other economic factors. Such factors, which are not readily quantifiable, would likely also affect our operations. Additional disclosure regarding various market risks are set forth in Part I, Item 1A, “Risk Factors“ of our Annual Report on Form 10-K for the year ended ~~May 27, 2017,~~June 2, 2018, filed ~~July 31, 2017.~~August 2, 2018.

Management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March ~~3, 2018.~~

Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the third quarter of fiscal ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended ~~May 27, 2017,~~June 2, 2018, filed ~~July 31, 2017.~~August 2, 2018.

On April ~~11, 2018,~~9, 2019, we issued a press release reporting results for our third quarter ended March ~~3, 2018,~~2, 2019, and the declaration of a cash dividend. A copy of the press release is furnished as Exhibit 99.1 to this Form 10-Q and incorporated by reference herein.

Pursuant to the requirements of Section 13 or 15(d) 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.

Delaware	36-2096643
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

~~40W267 Keslinger Road, P.O. Box 393~~ ~~LaFox, Illinois 60147-0393~~
~~(Address of principal executive offices)~~

Large Accelerated Filer	☐	Accelerated Filer	☒
Non-Accelerated Filer	☐ ~~(Do not check if a smaller reporting company)~~	Smaller Reporting Company	☐
Emerging Growth Company	☐

		Page
		~~Page~~

Part I.	Financial Information

Item 1.	Financial Statements	2
	Consolidated Balance Sheets	2
	Unaudited Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~	3
	Unaudited Consolidated Statements of Cash Flows	4
	Unaudited Consolidated Statement of Stockholders’ Equity	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24 23
Item 4.	Controls and Procedures	24

Part II.	Other Information

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 5.	Other Information	25
Item 6.	Exhibits	25 26
~~Signatures~~		26
Exhibit Index		26
Signatures		27

Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Annex III of the Proxy Statement dated August 22, 2014.

3.2		Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 15, 2017).

10.1		Amendment, dated December 14, 2018, to the Employment, Nondisclosure and Non-Compete Agreement between the Company and Lee A. McIntyre III dated June 15, 2015.

31.1		Certification of Edward J. Richardson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Robert J. Ben pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1		Press release, dated April 9, 2019.

101		The following financial information from our Quarterly Report on Form 10-Q for the third quarter of fiscal 2019, filed with the SEC on April 11, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Comprehensive (Loss) Income, (iii) the Unaudited Consolidated Statements of Cash Flows, (iv) the Unaudited Consolidated Statement of Stockholders’ Equity and (v) Notes to Unaudited Consolidated Financial Statements.

	RICHARDSON ELECTRONICS, LTD.

Date: April ~~12, 2018~~11, 2019	By:	/s/	Robert J. Ben
			Robert J. Ben Chief Financial Officer and Chief Accounting Officer (on behalf of the Registrant and as Principal Financial Officer)


	Unaudited		Audited
	March 3, 2018		May 27, 2017
Assets
Current assets:
Cash and cash equivalents	$	59,882	$	55,327
Accounts receivable, less allowance of $362 and $398, respectively		21,893		20,782
Inventories, net		49,129		42,749
Prepaid expenses and other assets		3,746		3,070
Investments - current		199		6,429
Total current assets		134,849		128,357
Non-current assets:
Property, plant and equipment, net		17,991		15,813
Goodwill		6,332		6,332
Intangible assets, net		3,125		3,441
Non-current deferred income taxes		1,061		1,102
Investments - non-current		—		2,419
Total non-current assets		28,509		29,107
Total assets	$	163,358	$	157,464
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	15,846	$	15,933
Accrued liabilities		9,867		8,311
Total current liabilities		25,713		24,244
Non-current liabilities:
Non-current deferred income tax liabilities		236		158
Other non-current liabilities		947		735
Total non-current liabilities		1,183		893
Total liabilities		26,896		25,137
Stockholders’ equity
Common stock, $0.05 par value; issued and outstanding 10,796 shares at March 3, 2018 and 10,712 shares at May 27, 2017		540		535
Class B common stock, convertible, $0.05 par value; issued and outstanding 2,137 shares at March 3, 2018 and May 27, 2017		107		107
Preferred stock, $1.00 par value, no shares issued		—		—
Additional paid-in-capital		59,900		59,436
Common stock in treasury, at cost, no shares at March 3, 2018 and May 27, 2017		—		—
Retained earnings		69,132		69,333
Accumulated other comprehensive income		6,783		2,916
Total stockholders’ equity		136,462		132,327
Total liabilities and stockholders’ equity	$	163,358	$	157,464

	March 3, 2018		May 27, 2017
Compensation and payroll taxes	$	3,328	$	3,250
Accrued severance (1)		410		706
Professional fees		642		535
Deferred revenue		2,051		1,460
Other accrued expenses		3,436		2,360
Accrued Liabilities	$	9,867	$	8,311

	Level 1
March 3, 2018
Time deposits/CDs	$	199
Equity securities		—
Total	$	199
May 27, 2017
Time deposits/CDs	$	8,226
Equity securities		622
Total	$	8,848

		~~EXHIBITS~~

~~Exhibit~~ 27 ~~Number~~		~~Description~~
~~3.1~~		~~Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Annex III of the Proxy Statement dated August 22, 2014.~~

~~3.2~~		~~Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 15, 2017).~~

~~31.1~~		~~Certification of Edward J. Richardson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification of Robert J. Ben pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

32		~~Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~99.1~~		~~Press release, dated April 11, 2018.~~

~~101~~		The following financial information from our Quarterly Report on Form 10-Q for the third quarter of fiscal 2018, filed with the SEC on April 12, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Comprehensive Income (Loss), (iii) the Unaudited Consolidated Statements of Cash Flows, (iv) the Unaudited Consolidated Statement of Stockholder’s Equity and (v) Notes to Unaudited Consolidated Financial Statements.