Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 2, 2023

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

For the transition period from To

Commission File Number: 0-12906

RICHARDSON ELECTRONICS, LTD.

(Exact name of registrant as specified in its charter)

    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)

Registrant’s telephone number, including area code: (630) 208-2200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.05 Par Value	RELL	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

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 every Interactive Data File required to be submitted 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 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.


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

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 January 9, 2024, there were 12,226,953 outstanding shares of Common Stock, $0.05 par value and 2,051,488 outstanding 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.

TABLE OF CONTENTS


		Page



Part I.	Financial Information

Item 1.	Financial Statements	2
	Unaudited Consolidated Balance Sheets	2
	Unaudited Consolidated Statements of Comprehensive (Loss) Income	3
	Unaudited Consolidated Statements of Cash Flows	4
	Unaudited Consolidated Statement of Stockholders’ Equity	5
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

Part II.	Other Information

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
Exhibit Index		28
Signatures		29

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Richardson Electronics, Ltd.

Consolidated Balance Sheets

(in thousands, except per share amounts)


	Unaudited		Audited
	December 2, 2023		May 27, 2023
Assets
Current assets:
Cash and cash equivalents	$	22,769	$	24,981
Accounts receivable, less allowance of $201 and $191, respectively		23,909		30,067
Inventories, net		116,951		110,402
Prepaid expenses and other assets		2,926		2,633
Total current assets		166,555		168,083
Non-current assets:
Property, plant and equipment, net		21,363		20,823
Intangible assets, net		1,767		1,892
Right of use lease asset		2,145		2,457
Deferred income taxes		4,476		4,526
Other non-current assets		182		267
Total non-current assets		29,933		29,965
Total assets	$	196,488	$	198,048
Liabilities
Current liabilities:
Accounts payable	$	22,505	$	23,535
Accrued liabilities		12,432		12,026
Lease liability current		1,033		1,028
Total current liabilities		35,970		36,589
Non-current liabilities:
Non-current deferred income tax liabilities		99		98
Lease liability non-current		1,112		1,429
Other non-current liabilities		666		612
Total non-current liabilities		1,877		2,139
Total liabilities		37,847		38,728
Stockholders’ Equity
Common stock, $0.05 par value; 12,227 shares issued and outstanding on December 2, 2023 and 12,140 shares issued and outstanding on May 27, 2023		611		607
Class B common stock, convertible, $0.05 par value; 2,052 shares issued and outstanding on December 2, 2023 and 2,052 shares issued and outstanding on May 27, 2023		103		103
Preferred stock, $1.00 par value, no shares issued		—		—
Additional paid-in-capital		71,936		70,951
Retained earnings		84,786		87,044
Accumulated other comprehensive income		1,205		615
Total stockholders' equity		158,641		159,320
Total liabilities and stockholders’ equity	$	196,488	$	198,048

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Comprehensive (Loss) Income

(in thousands, except per share amounts)


	Three Months Ended						Six Months Ended
	December 2, 2023			November 26, 2022			December 2, 2023			November 26, 2022
Net sales	$	44,130		$	65,905		$	96,711		$	133,462
Cost of sales		31,588			44,054			66,905			88,584
Gross profit		12,542			21,851			29,806			44,878
Selling, general and administrative expenses		14,488			14,677			30,280			28,925
Loss (gain) on disposal of assets		70			(25	)		70			(25	)
Operating (loss) income		(2,016	)		7,199			(544	)		15,978
Other expense (income):
Investment/interest income		(86	)		(78	)		(157	)		(103	)
Foreign exchange loss		343			223			246			597
Other, net		18			(13	)		50			(15	)
Total other expense		275			132			139			479
(Loss) income before income taxes		(2,291	)		7,067			(683	)		15,499
Income tax (benefit) provision		(494	)		1,518			(113	)		3,626
Net (loss) income		(1,797	)		5,549			(570	)		11,873
Foreign currency translation gain (loss), net of tax		631			976			590			(1,339	)
Comprehensive (loss) income	$	(1,166	)	$	6,525		$	20		$	10,534

Net (loss) income per share:
Common shares - Basic	$	(0.13	)	$	0.40		$	(0.04	)	$	0.87
Class B common shares - Basic		(0.12	)		0.36			(0.04	)		0.78
Common shares - Diluted		(0.13	)		0.39			(0.04	)		0.83
Class B common shares - Diluted		(0.12	)		0.35			(0.04	)		0.75

Weighted average number of shares:
Common shares – Basic		12,226			11,918			12,198			11,816
Class B common shares – Basic		2,052			2,053			2,052			2,053
Common shares – Diluted		12,226			12,535			12,198			12,442
Class B common shares – Diluted		2,052			2,053			2,052			2,053

Dividends per share:
Common share	$	0.060		$	0.060		$	0.120		$	0.120
Class B common share		0.054			0.054			0.108			0.108

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Cash Flows

(in thousands)


	Three Months Ended						Six Months Ended
	December 2, 2023			November 26, 2022			December 2, 2023			November 26, 2022
Operating activities:
Net (loss) income	$	(1,797	)	$	5,549		$	(570	)	$	11,873
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization		1,116			893			2,114			1,776
Inventory provisions		192			124			277			195
Share-based compensation expense		283			213			766			524
Loss (gain) on disposal of assets		70			(25	)		70			(25	)
Deferred income taxes		51			27			46			28
Change in assets and liabilities:
Accounts receivable		1,790			(2,009	)		6,252			(5,505	)
Inventories		(3,069	)		(7,658	)		(6,220	)		(18,126	)
Prepaid expenses and other assets		(618	)		774			(209	)		(425	)
Accounts payable		1,233			(699	)		(1,132	)		796
Accrued liabilities		1,502			(1,062	)		378			1,147
Other		47			(49	)		43			589
Net cash provided by (used in) operating activities		800			(3,922	)		1,815			(7,153	)
Investing activities:
Capital expenditures		(1,515	)		(1,301	)		(2,656	)		(2,743	)
Proceeds from sale of property, plant & equipment		—			193			—			193
Net cash used in investing activities		(1,515	)		(1,108	)		(2,656	)		(2,550	)
Financing activities:
Proceeds from issuance of common stock		15			1,517			342			2,902
Cash dividends paid on Common and Class B Common shares		(845	)		(831	)		(1,688	)		(1,650	)
Other		—			—			(119	)		(69	)
Net cash (used in) provided by financing activities		(830	)		686			(1,465	)		1,183
Effect of exchange rate changes on cash and cash equivalents		190			(183	)		94			(869	)
Decrease in cash and cash equivalents		(1,355	)		(4,527	)		(2,212	)		(9,389	)
Cash and cash equivalents at beginning of period		24,124			30,633			24,981			35,495
Cash and cash equivalents at end of period	$	22,769		$	26,106		$	22,769		$	26,106

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			Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Total
Balance May 27, 2023		12,140		2,052	$	710	$	70,951		$	87,044		$	615	$	159,320
Comprehensive (loss) income:
Net loss		—		—		—		—			(570	)		—		(570	)
Foreign currency translation, net of tax		—		—		—		—			—			590		590
Share-based compensation:
Restricted stock		—		—		—		341			—			—		341
Stock options		—		—		—		425			—			—		425
Common stock:
Options exercised		50		—		2		340			—			—		342
Restricted stock issuance		37		—		2		(121	)		—			—		(119	)
Dividends paid to:
Common ($0.120 per share)		—		—		—		—			(1,466	)		—		(1,466	)
Class B Common ($0.108 per share)		—		—		—		—			(222	)		—		(222	)
Balance December 2, 2023		12,227		2,052	$	714	$	71,936		$	84,786		$	1,205	$	158,641

Balance September 2, 2023		12,225		2,052	$	714	$	71,638		$	87,428		$	574	$	160,354
Comprehensive (loss) income:
Net loss		—		—		—		—			(1,797	)		—		(1,797	)
Foreign currency translation, net of tax		—		—		—		—			—			631		631
Share-based compensation:
Restricted stock		—		—		—		172			—			—		172
Stock options		—		—		—		111			—			—		111
Common stock:
Options exercised		2		—		—		15			—			—		15
Restricted stock issuance		—		—		—		—			—			—		—
Dividends paid to:
Common ($0.060 per share)		—		—		—		—			(734	)		—		(734	)
Class B Common ($0.054 per share)		—		—		—		—			(111	)		—		(111	)
Balance December 2, 2023		12,227		2,052	$	714	$	71,936		$	84,786		$	1,205	$	158,641


	Common		Class B Common			Par Value		Additional Paid In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance May 28, 2022:		11,649		2,053		$	685	$	66,331		$	68,031		$	800		$	135,847
Comprehensive income:
Net income		—		—			—		—			11,873			—			11,873
Foreign currency translation, net of tax		—		—			—		—			—			(1,339	)		(1,339	)
Share-based compensation:
Restricted stock		—		—			—		262			—			—			262
Stock options		—		—			—		262			—			—			262
Common stock:
Options exercised		323		—			17		2,885			—			—			2,902
Restricted stock issuance		49		—			2		(71	)		—			—			(69	)
Class B converted to Common		1		(1	)		—		—			—			—			—
Dividends paid to:
Common ($0.120 per share)		—		—			—		—			(1,428	)		—			(1,428	)
Class B Common ($0.108 per share)		—		—			—		—			(222	)		—			(222	)
Balance November 26, 2022		12,022		2,052		$	704	$	69,669		$	78,254		$	(539	)	$	148,088

Balance August 27, 2022:		11,848		2,053		$	695	$	67,948		$	73,536		$	(1,515	)	$	140,664
Comprehensive income:
Net income		—		—			—		—			5,549			—			5,549
Foreign currency translation, net of tax		—		—			—		—			—			976			976
Share-based compensation:
Restricted stock		—		—			—		139			—			—			139
Stock options		—		—			—		74			—			—			74
Common stock:
Options exercised		173		—			9		1,508			—			—			1,517
Class B converted to Common		1		(1	)		—		—			—			—			—
Dividends paid to:
Common ($0.060 per share)		—		—			—		—			(719	)		—			(719	)
Class B Common ($0.054 per share)		—		—			—		—			(112	)		—			(112	)
Balance November 26, 2022		12,022		2,052		$	704	$	69,669		$	78,254		$	(539	)	$	148,088

RICHARDSON ELECTRONICS, LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE COMPANY

Richardson Electronics, Ltd. (the "Company", "we", "our") is a leading global manufacturer of engineered solutions, power grid and microwave tubes and related consumables; power conversion and RF and microwave components; high-value replacement parts, tubes and service training for diagnostic imaging equipment; and customized display solutions. Nearly 55% of our products are manufactured in LaFox, Illinois, Marlborough, Massachusetts or Donaueschingen, Germany, or by one of our manufacturing partners throughout the world. All our partners manufacture to our strict specifications and per our supplier code of conduct. 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.

The Company reports its financial performance for the following operating and reportable segments:

Power and Microwave Technologies ("PMT") combines our core engineered solutions capabilities, power grid and microwave tube business with new disruptive RF, Wireless and Power technologies. As a designer, manufacturer, technology partner and authorized distributor, PMT’s strategy is to provide specialized technical expertise and engineered solutions based on our core engineering and manufacturing capabilities on a global basis. 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 5G, 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.

Green Energy Solutions ("GES") combines our key technology partners and engineered solutions capabilities to design and manufacture innovative products for the fast-growing energy storage market and power management applications. As a designer, manufacturer, technology partner and authorized distributor, GES’s strategy is to provide specialized technical expertise and engineered solutions using our core design engineering and manufacturing capabilities on a global basis. 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. GES’s focus is on products for numerous green energy applications such as wind, solar, hydrogen and Electric Vehicles, and other power management applications that support green solutions such as synthetic diamond manufacturing.

Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical original equipment manufacturers 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-One computers, 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, repairs, refurbishes and distributes high value replacement parts and equipment 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; pre-owned CT systems; 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 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 second quarter of fiscal 2024 and fiscal 2023 both contained 13 weeks. The first six months of fiscal 2024 contained 27 weeks and the first six months of fiscal 2023 contained 26 weeks.

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 applicable rules and regulations. The results of our operations for six months ended December 2, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending June 1, 2024.

As described in Note 1, Description of the Company and Note 9, Segment Reporting, the Company reports its financial performance based on four operating and reportable segments. 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, 2023, which was filed with the SEC on July 31, 2023.

3. NEW ACCOUNTING STANDARDS

ASU 2016-13 (as amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and 2020-02) introduced a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses requires entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expanded the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. The Company adopted the new standard in the first quarter of fiscal 2024 and the adoption had no impact on the Company's financial condition, results of operations or cash flows.

4. CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Inventories, net: Our consolidated inventories were stated at the lower of cost and net realizable value, generally using a weighted-average cost method. Our net inventories include approximately $99.0 million of finished goods, $13.3 million of raw materials and $4.7 million of work-in-progress as of December 2, 2023, as compared to approximately $93.4 million of finished goods, $11.8 million of raw materials and $5.2 million of work-in-progress as of May 27, 2023.

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 $5.9 million as of December 2, 2023 and May 27, 2023.

Revenue Recognition: 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 the customer is clearly identified on both the purchase order and 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. The Company’s revenue includes the following streams:

•

Manufacturing/assembly

•

Distribution

•

Services revenue

Manufacturing/assembly typically includes the products that are manufactured or assembled in our manufacturing facility. These products can either be built to the customer’s prints/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 in addition to the product. Our contracts for customized products generally include termination provisions if a customer cancels its order. However, we recognize revenue at a point in time because the termination provisions normally do not require, upon cancellation, the customer to

pay fees that are commensurate with the work performed. Each purchase order explicitly states the goods or services that we promise to transfer to the customer. The promises to the customer are limited only to those goods or services. The performance obligation is our promise to deliver both goods that were produced by the Company 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 separate promised service. The Company elects to account for shipping and handling as activities to fulfill the promise to transfer the goods. The goods we provide to our customers are distinct in that our customers benefit from the goods we sell them through use in their own processes.

Distribution typically includes products purchased from our suppliers, stocked in our warehouses and then sold to our customers. The distribution business does not include a separate service bundled with the product sold or sold on top of the product. Revenue is recognized when control of the promised goods is transferred to our customers, which is simultaneous with the title transferring 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 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 subject to customary credit checks.

Repair, installation or training activities generate services revenue. The services we provide are relatively short in duration and are typically completed in one or two weeks. Therefore, at each reporting date, the amount of unbilled work 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 revenue contract exists once a customer purchase order is received, reviewed and accepted. Each accepted purchase order identifies a distinct good or service as the Company's performance obligation. The goods include standard products purchased from a supplier and stocked on our shelves, customized products purchased from a supplier, products that are customized or have value added to them in house prior to shipping to the customer and manufactured products. 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. The Company receives advance payments or deposits from our customers before revenue is recognized resulting in contract liabilities. Contract liabilities are included in accrued liabilities in the unaudited consolidated balance sheets.

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


	May 27, 2023		Additions		Revenue Recognized			December 2, 2023
Contract liabilities	$	3,283	$	1,894	$	(2,902	)	$	2,275

See Note 9, 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 Company.

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.

Intangible Assets: Intangible assets are initially recorded at their fair market values determined by quoted market prices in active markets, if available, or by 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 customer relationships agreements acquired in connection with prior acquisitions. Technology represents the fair value acquired in connection with acquisitions and an exclusive license, manufacturing and distribution agreement. Intangible assets subject to amortization were as follows (in thousands):


	December 2, 2023		May 27, 2023
Gross Amounts:
Customer Relationships(1)	$	3,395	$	3,388
Technology		380		380
Total Gross Amounts	$	3,775	$	3,768

Accumulated Amortization:
Customer Relationships	$	1,781	$	1,671
Technology		227		205
Total Accumulated Amortization	$	2,008	$	1,876

Net Intangible Assets	$	1,767	$	1,892

(1)

Change from prior period reflects impact of foreign currency translation.

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


Fiscal Year	Amortization Expense
Remaining 2024	$	127
2025		239
2026		207
2027		194
2028		185
Thereafter		815
Total amortization	$	1,767

The weighted average number of years of amortization expense remaining is 10.7 years.

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.

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


	December 2, 2023		May 27, 2023
Compensation and payroll taxes	$	3,507	$	4,422
Accrued severance		582		486
Professional fees		732		661
Deferred revenue		2,275		3,283
Other accrued expenses		5,336		3,174
Accrued Liabilities	$	12,432	$	12,026

Warranties: We offer assurance type warranties for the limited number of specific products we manufacture. 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 (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 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 unaudited consolidated balance sheets. The warranty reserves are determined based on known product failures, historical experience and other available evidence. Warranty reserves were approximately $0.7 million as of December 2, 2023 and May 27, 2023.

5. REVOLVING CREDIT FACILITY

The Company entered into a Credit Agreement (the "Credit Agreement") for a three-year Revolving Credit Facility with PNC Bank N.A. on March 20, 2023 (the "Revolving Credit Facility"). The Revolving Credit Facility will mature on March 20, 2026. Borrowings under the Revolving Credit Facility, including the swingline loan and letter of credit sub-facility extended to the Company thereunder, are secured by (i) a continuing first priority lien on and security interest in and to substantially all of the assets of the Company and its domestic subsidiaries and (ii) a continuing first priority pledge of the Pledged Collateral of the Company and the Guarantors identified in the Security Agreement and the Pledge Agreement executed in connection with the Revolving Credit Facility. The combined maximum borrowings under the Revolving Credit Facility are $30 million. Proceeds of borrowings may be used for working capital and general corporate purposes. There was no amount outstanding under the Revolving Credit Facility as of December 2, 2023.

The Credit Agreement provides that the Company must maintain compliance with a maximum consolidated leverage ratio covenant and a minimum consolidated fixed charge coverage ratio, each as determined in accordance with the Credit Agreement. The Credit Agreement also contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates, as well as customary events of default for financings of this type. The Company was in full compliance with all financial covenants as of December 2, 2023.

Borrowings under the Revolving Credit Facility will bear interest at a rate per annum selected by the Company from the following options: (a) Term SOFR Rate (for the applicable Interest Period) plus the SOFR Adjustment (for the applicable Interest Period) plus 1.25%; (b) Base Rate plus 0.25% or (c) Daily Simple RFR (for Euros) plus the RFR Adjustment plus 1.25%. Letters of credit issued under the letter of credit sub-facility will have a letter of credit fee equal to 1.25% per annum. The fee for the unused portion of the credit line is 0.10%.

6. LEASE OBLIGATIONS AND OTHER COMMITMENTS

The Company leases real and personal property in the normal course of business under various operating leases. The Company uses operating leases for facility space and automobiles. Most of the leased facility space is for sales and general office use. Automobile leases are used throughout the Company.

Several leases include renewal clauses which vary in length and may not include specific rent renewal amounts. The Company will revise the value of the right of use assets and associated lease liabilities when the Company determines it is reasonably certain of renewal.

The gross amounts of assets and liabilities related to operating leases were as follows (in thousands):


Lease Type	December 2, 2023		May 27, 2023
Operating lease right of use asset	$	2,145	$	2,457
Operating lease liability current		1,033		1,028
Operating lease liability non-current		1,112		1,429

The components of lease costs were as follows (in thousands):


		Three Months Ended
		December 2, 2023		November 26, 2022
Consolidated operating lease expense	Operating expenses	$	417	$	411


		Six Months Ended
		December 2, 2023		November 26, 2022
Consolidated operating lease expense	Operating expenses	$	871	$	865

The approximate future minimum lease payments under operating leases at December 2, 2023 were as follows (in thousands):


Fiscal Year	Operating Leases
Remaining 2024	$	572
2025		936
2026		543
2027		151
2028		29
Thereafter		13
Total lease payments		2,244
Less imputed interest		99
Net minimum lease payments	$	2,145

The weighted average remaining lease terms and interest rates of leases held by the Company as of December 2, 2023 were as follows:


Lease Type	Weighted Average Remaining Lease Term in Years	Weighted Average Interest Rate
Operating leases	2.3	4.2%

The cash outflows of the leasing activity of the Company as lessee for the six months ending December 2, 2023 and November 26, 2022 were as follows (in thousands):


		Six Months Ended
Cash Flow Source	Classification	December 2, 2023		November 26, 2022
Operating cash flows from operating leases	Operating activities	$	312	$	496

7. INCOME TAXES

We recorded an income tax benefit of $0.1 million and an income tax provision of $3.6 million for the first six months of fiscal 2024 and the first six months of fiscal 2023, respectively. The effective income tax rate during the first six months of fiscal 2024 was a tax benefit of 16.5% as compared to a tax provision of 23.4% during the first six months of fiscal 2023. The difference in rate during the first six months of fiscal 2024 as compared to the first six months of fiscal 2023 reflects changes in the geographical distribution of income (loss), which is primarily driven by a decrease in U.S. earnings for fiscal 2024 and the state income tax provision, as well as the utilization of U.S. research and development credits. The 16.5% effective income tax rate differs from the federal statutory rate of 21% as a result of our geographical distribution of income (loss) and the utilization of the U.S. research and development credit.

In the normal course of business, we are subject to examination by taxing authorities throughout the world. Generally, years prior to fiscal 2019 are closed for examination under the statute of limitation for U.S. federal, U.S. state and local or non-U.S. tax jurisdictions. Our primary foreign tax jurisdictions are Germany and the Netherlands. We have tax years open in Germany beginning in fiscal 2019 and the Netherlands beginning in fiscal 2021.

We have historically determined that certain undistributed earnings of our foreign subsidiaries, to the extent of cash available, will be repatriated to the U.S. The deferred tax liability on the outside basis difference is now primarily withholding tax on future dividend distributions. The deferred tax liability related to undistributed earnings of our foreign subsidiaries was less than $0.1 million as of December 2, 2023 and May 27, 2023.

The Company did not have any uncertain tax positions as of December 2, 2023 and May 27, 2023. We record penalties and interest related to uncertain tax positions in the income tax expense line item within the consolidated statements of comprehensive (loss) income when applicable. The reserve for the German audits was reversed in fiscal 2023.

The Company maintains a valuation allowance representing the portion of the deferred tax asset that management does not believe is more likely than not to be realized. The valuation allowance was $1.4 million as of December 2, 2023 and May 27, 2023. The current valuation allowance deferred tax assets in foreign jurisdictions where historical taxable losses have been incurred ($1.2 million) and state NOLs ($0.2 million). 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.

8. 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 common stock cash dividends.

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 (loss) 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. 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 common stock cash dividends.

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


	Three Months Ended
	December 2, 2023						November 26, 2022
	Basic			Diluted			Basic		Diluted
Numerator for Basic and Diluted EPS:
Net (loss) income	$	(1,797	)	$	(1,797	)	$	5,549	$	5,549
Less dividends:
Common stock		734			734			719		719
Class B common stock		111			111			112		112
Undistributed (loss) earnings	$	(2,642	)	$	(2,642	)	$	4,718	$	4,718

Common stock undistributed (loss) earnings	$	(2,295	)	$	(2,295	)	$	4,085	$	4,112
Class B common stock undistributed (loss) earnings		(347	)		(347	)		633		606
Total undistributed (loss) earnings	$	(2,642	)	$	(2,642	)	$	4,718	$	4,718

Denominator for Basic and Diluted EPS:
Common stock weighted average shares		12,226			12,226			11,918		11,918
Effect of dilutive securities
Dilutive stock options					—					617
Denominator for diluted EPS adjusted for weighted average shares and assumed conversion					12,226					12,535
Class B common stock weighted average shares and shares under if-converted method for diluted EPS		2,052			2,052			2,053		2,053

Net (loss) income per share:
Common stock	$	(0.13	)	$	(0.13	)	$	0.40	$	0.39

Class B common stock	$	(0.12	)	$	(0.12	)	$	0.36	$	0.35

Note: There were 221 common stock options that were antidilutive and not included in the diluted earnings per share for the second quarter of fiscal 2024. There were no common stock options that were antidilutive in the second quarter of fiscal 2023.


	Six Months Ended
	December 2, 2023						November 26, 2022
	Basic			Diluted			Basic		Diluted
Numerator for Basic and Diluted EPS:
Net (loss) income	$	(570	)	$	(570	)	$	11,873	$	11,873
Less dividends:
Common stock		1,466			1,466			1,428		1,428
Class B common stock		222			222			222		222
Undistributed (loss) earnings	$	(2,258	)	$	(2,258	)	$	10,223	$	10,223

Common stock undistributed (loss) earnings	$	(1,961	)	$	(1,961	)	$	8,841	$	8,901
Class B common stock undistributed (loss) earnings		(297	)		(297	)		1,382		1,322
Total undistributed (loss) earnings	$	(2,258	)	$	(2,258	)	$	10,223	$	10,223

Denominator for Basic and Diluted EPS:
Common stock weighted average shares		12,198			12,198			11,816		11,816
Effect of dilutive securities
Dilutive stock options					—					626
Denominator for diluted EPS adjusted for weighted average shares and assumed conversion					12,198					12,442
Class B common stock weighted average shares and shares under if-converted method for diluted EPS		2,052			2,052			2,053		2,053

Net (loss) income per share:
Common stock	$	(0.04	)	$	(0.04	)	$	0.87	$	0.83

Class B common stock	$	(0.04	)	$	(0.04	)	$	0.78	$	0.75

Note: There were 297 common stock options that were antidilutive and not included in the diluted earnings per share for the first six months of fiscal 2024. There were no common stock options that were antidilutive in the first six months of fiscal 2023.

9. SEGMENT REPORTING

As described in Note 1, Description of the Company and Note 2, Basis of Presentation, the Company reports its financial performance based on the operating and reportable segments which are defined as follows:

The CEO, who is the chief operating decision maker, evaluates performance and allocates Company 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				Six Months Ended
	December 2, 2023		November 26, 2022		December 2, 2023		November 26, 2022
PMT
Net Sales	$	31,292	$	40,585	$	67,036	$	85,939
Gross Profit		8,905		14,011		20,416		29,546

GES
Net Sales		2,609		12,293		7,003		20,804
Gross Profit		761		4,162		2,341		7,184

Canvys
Net Sales		7,291		10,079		17,180		20,492
Gross Profit		2,440		2,995		5,805		6,261

Healthcare
Net Sales		2,938		2,948		5,492		6,227
Gross Profit		436		683		1,244		1,887

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						Six Months Ended
	December 2, 2023			November 26, 2022			December 2, 2023			November 26, 2022
Net Sales
North America	$	16,686		$	31,577		$	36,316		$	63,405
Asia/Pacific		10,060			15,306			22,872			32,860
Europe		14,709			16,574			30,461			31,930
Latin America		2,703			2,461			5,505			5,306
Other (1)		(28	)		(13	)		1,557			(39	)
Total	$	44,130		$	65,905		$	96,711		$	133,462

Gross Profit
North America	$	5,795		$	12,184		$	13,258		$	25,463
Asia/Pacific		3,172			4,791			7,315			10,321
Europe		4,422			4,943			9,281			9,285
Latin America		894			883			1,986			1,902
Other (1)		(1,741	)		(950	)		(2,034	)		(2,093	)
Total	$	12,542		$	21,851		$	29,806		$	44,878

(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. Payment 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.

10. RISKS AND UNCERTAINTIES

Management continues to monitor the impact of global economic factors on its financial condition, liquidity, operations, suppliers, industry and workforce. Our ability to predict and respond to future changes (including residual effects of the Covid-19 pandemic) is uncertain. There may be continued long-term effects from the Covid-19 pandemic on our business practices and customers in economies in which we operate that could severely disrupt our operations and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

11. RELATED PARTY TRANSACTION(S)

On June 15, 2015, the Company entered into a lease agreement for the IMES facility with LDL, LLC. That lease agreement was extended for five years in fiscal 2021. The Company is entitled to extend the term of the lease for an additional five year renewal term by notifying the landlord in writing of its intention to do so within six months of the expiration of the term. The Executive Vice President of IMES, Lee A. McIntyre III (former owner of IMES), has an ownership interest in LDL, LLC. Mr. McIntyre departed from the Company in fiscal year 2023, effective as of September 24, 2022. The lease agreement provides for monthly payments over five years with total future minimum lease payments of $0.2 million. Rental expense related to this lease amounted to less than $0.1 million for the six months ended December 2, 2023 and November 26, 2022.

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; economic, labor and political conditions; global business disruption caused by the Russia invasion in Ukraine and related sanctions; currency exchange fluctuations; and the ability of the Company to manage its growth and the risk factors set forth in our Annual Report on Form 10-K filed with the SEC on July 31, 2023. 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 or any outside third party, 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 securities analyst or outside third party, 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 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

•

Results of Operations – an analysis and comparison of our consolidated results of operations for the three and six month periods ended December 2, 2023 and November 26, 2022, as reflected in our unaudited consolidated statements of comprehensive (loss) income.

•

Liquidity, Financial Position and Capital Resources – a discussion of our primary sources and uses of cash for the six month periods ended December 2, 2023 and November 26, 2022, and a discussion of changes in our financial position.

Business Overview

Some of the Company's products are manufactured in China and are imported into the United States. The Office of the United States Trade Representative ("USTR") instituted additional 10% to 25% tariffs on the importation of a number of products into the United States from China effective July 6, 2018, with additional products added August 23, 2018 and September 24, 2018. These additional tariffs are a response to what the USTR considers to be certain unfair trade practices by China. A number of the Company's products manufactured in China are now subject to these additional duties of 25% when imported into the United States.

Management continues to work with its suppliers as well as its customers to mitigate the impact of the tariffs on our customers’ markets. However, if the Company is unable to successfully pass through the additional cost of these tariffs, or if the higher prices reduce demand for the Company's products, it will have a negative effect on the Company's sales and gross margins.

The Company reports its financial performance based on the operating and reportable segments defined as follows:

Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical original equipment manufacturers 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-One computers, 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.

Refer to Note 9, Segment Reporting, to our unaudited consolidated financial statements for additional information on the operating and reportable segments.

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 December 2, 2023

•

The second quarter of fiscal 2024 and fiscal 2023 both contained 13 weeks.

•

Net sales during the second quarter of fiscal 2024 were $44.1 million, a decrease of 33.0%, compared to net sales of $65.9 million during the second quarter of fiscal 2023.

•

Gross margin decreased to 28.4% during the second quarter of fiscal 2024 compared to 33.2% during the second quarter of fiscal 2023.

•

Selling, general and administrative expenses were $14.5 million or 32.8% of net sales during the second quarter of fiscal 2024 compared to $14.7 million or 22.3% of net sales during the second quarter of fiscal 2023.

•

Operating loss during the second quarter of fiscal 2024 was $2.0 million compared to operating income of $7.2 million during the second quarter of fiscal 2023.

•

Net loss during the second quarter of fiscal 2024 was $1.8 million compared to net income of $5.5 million during the second quarter of fiscal 2023.

Financial Summary – Six Months Ended December 2, 2023

•

The first six months of fiscal 2024 contained 27 weeks and the first six months of fiscal 2023 contained 26 weeks.

•

Net sales during the first six months of fiscal 2024 were $96.7 million, a decrease of 27.5%, compared to net sales of $133.5 million during the first six months of fiscal 2023.

•

Gross margin decreased to 30.8% during the first six months of fiscal 2024 compared to 33.6% during the first six months of fiscal 2024.

•

Selling, general and administrative expenses were $30.3 million or 31.3% of net sales during the first six months of fiscal 2024 compared to $28.9 million or 21.7% of net sales during the first six months of fiscal 2023.

•

Operating loss during the first six months of fiscal 2024 was $0.5 million compared to operating income of $16.0 million during the first six months of fiscal 2023.

•

Net loss during the first six months of fiscal 2024 was $0.6 million compared to net income of $11.9 million during the first six months of fiscal 2023.

Net Sales and Gross Profit Analysis

Net sales by segment and percent change during the second quarter and first six months of fiscal 2024 and fiscal 2023 were as follows (in thousands):


Net Sales	Three Months Ended				FY24 vs. FY23
	December 2, 2023		November 26, 2022		% Change
PMT	$	31,292	$	40,585		-22.9	%
GES		2,609		12,293		-78.8	%
Canvys		7,291		10,079		-27.7	%
Healthcare		2,938		2,948		-0.3	%
Total	$	44,130	$	65,905		-33.0	%


	Six Months Ended				FY24 vs. FY23
	December 2, 2023		November 26, 2022		% Change
PMT	$	67,036	$	85,939		-22.0	%
GES		7,003		20,804		-66.3	%
Canvys		17,180		20,492		-16.2	%
Healthcare		5,492		6,227		-11.8	%
Total	$	96,711	$	133,462		-27.5	%

During the second quarter of fiscal 2024, consolidated net sales decreased 33.0% compared to the second quarter of fiscal 2023. Sales for PMT decreased 22.9 %, sales for GES decreased 78.8%, sales for Canvys decreased 27.7% and sales for Healthcare decreased 0.3%. The decrease in PMT was mainly due to a cyclical downturn in the semi-wafer fabrication industry. The decrease in GES reflected the project-based nature of this segment and was mainly due to lower shipments of battery modules for wind turbine products and the

completion of Phase I for the EV locomotive prototype build. The decrease in Canvys was primarily due to lower sales in the North American market. The decrease in Healthcare was primarily due to lower equipment sales, partially offset by higher parts and CT tube sales.

During the first six months of fiscal 2024, consolidated net sales decreased 27.5% compared to the first six months of fiscal 2023. Sales for PMT decreased 22.0%, sales for GES decreased 66.3%, sales for Canvys decreased 16.2% and sales for Healthcare decreased 11.8%. The decrease in sales for PMT was mainly due to a cyclical downturn in the semi-wafer fabrication industry. The decrease in sales for GES reflected the project-based nature of this segment and was mainly due to lower shipments of battery modules for wind turbine products and the completion of Phase I for the EV locomotive prototype build. The decrease in sales for Canvys was primarily due to lower sales in the North American market. The decrease in sales for Healthcare was primarily due to decreases in parts and equipment sales.

Gross profit by segment and percent of net sales for the second quarter and first six months of fiscal 2024 and fiscal 2023 were as follows (in thousands):


Gross Profit	Three Months Ended
	December 2, 2023		% of Net Sales			November 26, 2022		% of Net Sales
PMT	$	8,905		28.5	%	$	14,011		34.5	%
GES		761		29.2	%		4,162		33.9	%
Canvys		2,440		33.5	%		2,995		29.7	%
Healthcare		436		14.8	%		683		23.2	%
Total	$	12,542		28.4	%	$	21,851		33.2	%


	Six Months Ended
	December 2, 2023		% of Net Sales			November 26, 2022		% of Net Sales
PMT	$	20,416		30.5	%	$	29,546		34.4	%
GES		2,341		33.4	%		7,184		34.5	%
Canvys		5,805		33.8	%		6,261		30.6	%
Healthcare		1,244		22.7	%		1,887		30.3	%
Total	$	29,806		30.8	%	$	44,878		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 decreased to $12.5 million during the second quarter of fiscal 2024 compared to $21.9 million during the second quarter of fiscal 2023. Consolidated gross margin as a percentage of net sales decreased to 28.4% during the second quarter of fiscal 2024 when compared to 33.2% during the second quarter of fiscal 2023, primarily due to unfavorable product mix and manufacturing under absorption in PMT, unfavorable product mix in GES and manufacturing under absorption in Healthcare. Improved product mix and lower freight costs in Canvys partially offset the unfavorable margin impacts for PMT, Healthcare and GES.

Consolidated gross profit decreased to $29.8 million during the first six months of fiscal 2024 compared to $44.9 million during the six months of fiscal 2023. Consolidated gross margin as a percentage of net sales decreased to 30.8% during the first six months of fiscal 2024 compared to 33.6% during the first six months of fiscal 2023, primarily due to unfavorable product mix and manufacturing under absorption in PMT, unfavorable product mix in GES and manufacturing under absorption as well as higher component scrap expense in Healthcare. Improved product mix and lower freight costs in Canvys partially offsets the unfavorable margin impacts for PMT, Healthcare and GES.

Power and Microwave Technologies

PMT net sales decreased 22.9% to $31.3 million during the second quarter of fiscal 2024 from $40.6 million during the second quarter of fiscal 2023. The decrease was mainly due to lower sales of semi-wafer fabrication products which mainly reflected the cyclical slowdown in that market. Gross margin as a percentage of net sales decreased to 28.5% during the second quarter of fiscal 2024 as compared to 34.5% during the second quarter of fiscal 2023 due to unfavorable product mix and manufacturing under absorption.

PMT net sales decreased 22.0% to $67.0 million during the first six months of fiscal 2024 from $85.9 million during the first six months of fiscal 2023. The decrease was due to lower sales of semi-wafer fabrication products reflecting the cyclical slowdown in that market. Gross margin as a percentage of net sales decreased to 30.5% during the first six months of fiscal 2024 as compared to 34.4% during the first six months of fiscal 2023 due to unfavorable product mix and manufacturing under absorption.

Green Energy Solutions

GES net sales decreased 78.8% to $2.6 million during the second quarter of fiscal 2024 from $12.3 million during the second quarter of fiscal 2023. The decrease reflected the project-based nature of this segment and was mainly due to lower shipments of battery modules for wind turbine products and completion of Phase I of our EV locomotive prototype build in fiscal 2023. Phase II of the EV locomotive prototype will begin in the second quarter of fiscal 2025. Gross margin as a percentage of net sales decreased to 29.2% during the second quarter of fiscal 2024 as compared to 33.9% during the second quarter of fiscal 2023 due to product mix.

GES net sales decreased 66.3% to $7.0 million during the first six months of fiscal 2024 from $20.8 million during the first six months of fiscal 2023. The decrease reflected the project-based nature of this segment and was mainly due to lower shipments of battery modules for wind turbine products and completion of Phase I of our EV locomotive prototype build in fiscal 2023. Phase II of the EV locomotive prototype will begin in the second quarter of fiscal 2025. Gross margin was 33.4% during the first six months of fiscal 2024 as compared to 34.5% during the first six months of fiscal 2023 due to product mix.

Canvys

Canvys net sales decreased 27.7% to $7.3 million during the second quarter of fiscal 2024 from $10.1 million during the second quarter of fiscal 2023, due to lower sales in the North American market. Gross margin as a percentage of net sales increased to 33.5% during the second quarter of fiscal 2024 from 29.7% during the second quarter of fiscal 2023 primarily due to improved product mix and lower freight costs.

Canvys net sales decreased 16.2% to $17.2 million during the first six months of fiscal 2024 from $20.5 million during the first six months of fiscal 2023, due to lower sales in the North American market. Gross margin as a percentage of net sales increased to 33.8% during the first six months of fiscal 2024 from 30.6% during the first six months of fiscal 2023 primarily due to improved product mix and lower freight costs.

Healthcare

Healthcare net sales decreased 0.3% from $2.9 million during the second quarter of fiscal 2023 primarily due to a decrease in equipment sales, partially offset by increases in parts and CT tube sales. Gross margin as a percentage of net sales decreased to 14.8% during the second quarter of fiscal 2024 as compared to 23.2% during the second quarter of fiscal 2023 primarily due to manufacturing under absorption.

Healthcare net sales decreased 11.8% to $5.5 million during the first six months of fiscal 2024 from $6.2 million during the first six months of fiscal 2023 primarily due to decreases in parts and equipment sales. Gross margin as a percentage of net sales decreased to 22.7% during the first six months of fiscal 2024 as compared to 30.3% during the first six months of fiscal 2023 primarily due to manufacturing under absorption and higher component scrap expense.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) decreased slightly to $14.5 million for the second quarter of fiscal 2024 when compared to $14.7 million for the year ago quarter. The decrease from the second quarter of fiscal 2023 reflected lower incentives due to financial performance partially offset by higher salaries and fringe expense. Expressed as a percentage of net sales, SG&A for the second quarter of fiscal 2024 increased to 32.8% compared to 22.3% for the second quarter of fiscal 2023.

SG&A increased $1.4 million to $30.3 million for the first six months of fiscal 2024 when compared to the prior year. The increase from the first half of fiscal 2023 mainly reflected higher employee compensation expenses. Expressed as a percentage of net sales, SG&A for the first six months of fiscal 2024 increased to 31.3% compared to 21.7% for the first six months of fiscal 2023.

Other Income/Expense

Other expense was $0.3 million during the second quarter of fiscal 2024, compared to other expense of $0.1 million for the second quarter of fiscal 2023. Other expense during the second quarter of fiscal 2024 included interest income and foreign exchange 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 expense was $0.1 million during the first six months of fiscal 2024, compared to other expense of $0.5 million for the first six months of fiscal 2023. Other expense during the first six months of fiscal 2024 included interest income and foreign exchange losses. Our foreign exchange gains and losses are primarily due to the translation of U.S. dollars held in non-U.S. entities.

Income Tax Provision

We recorded an income tax benefit of $0.5 million and an income tax provision of $1.5 million for the second quarter of fiscal 2024 and the second quarter of fiscal 2023, respectively. The effective income tax rate during the second quarter of fiscal 2024 was 21.6% as compared to 21.5% during the second quarter of fiscal 2023. The difference in rate during the second quarter of fiscal 2024 as compared to the second quarter of fiscal 2023 reflects changes in the geographical distribution of income (loss), which is primarily driven by a decrease in U.S. earnings for fiscal 2024 and the state income tax provision, as well as the utilization of U.S. research and development credits. The 21.6% effective income tax rate differs from the federal statutory rate of 21% as a result of our geographical distribution of income (loss) and the utilization of the U.S. research and development credit.

Net (Loss) Income and Per Share Data

Net loss during the second quarter of fiscal 2024 was $1.8 million, or $0.13 per diluted common share and $0.12 per Class B diluted common share as compared to net income of $5.5 million during the second quarter of fiscal 2023 or $0.39 per diluted common share and $0.35 per Class B diluted common share.

Net loss during the first six months of fiscal 2024 was $0.6 million, or $.04 per diluted common share and $0.04 per Class B diluted common share as compared to net income of $11.9 million during the first six months of fiscal 2023 or $0.83 per diluted common share and $0.75 per Class B diluted common share.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

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

Cash and cash equivalents were $22.8 million at December 2, 2023. Cash and cash equivalents by geographic area at December 2, 2023 consisted of $9.3 million in North America, $6.6 million in Europe, $1.1 million in Latin America and $5.8 million in Asia/Pacific. We repatriated $0.3 million to the United States in the second quarter of fiscal 2024 from our entity in Mexico. Although the Tax Cuts and Jobs Act generally eliminated federal income tax on future cash repatriation to the United States, cash repatriation may be subject to state and local taxes, withholding or similar taxes. See Note 8, Income Taxes, of the notes to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for the fiscal year ended May 27, 2023, filed with the SEC on July 31, 2023 for further information.

Cash and cash equivalents were $25.0 million at May 27, 2023. Cash and cash equivalents by geographic area at May 27, 2023 consisted of $8.1 million in North America, $8.6 million in Europe, $1.5 million in Latin America and $6.8 million in Asia/Pacific. No funds were repatriated to the United States in fiscal 2023 from our foreign entities.

Our short-term and long-term liquidity requirements primarily arise from: (i) working capital requirements, (ii) capital expenditure needs and (iii) cash dividend payments (if and when declared by our Board of Directors). Our ability to fund these requirements will depend, in part, on our future cash flows, which are determined by our future operating performance and, therefore, subject to prevailing global macroeconomic conditions and financial, business and other factors, some of which are beyond our control.

Based on past performance and current expectations, 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. Additionally, while our future capital requirements will depend on many factors, including, but not limited to, the economy and the outlook for growth in our markets, we believe our existing sources of liquidity as well as our ability to generate operating cash flows will satisfy our future obligations and cash requirements.

On March 20, 2023, the Company established a senior, secured revolving credit facility agreement with a three-year term in an aggregate principal amount not to exceed $30 million, including a swingline loan and a letter of credit sub-facility (collectively, the "Revolving Credit Facility") with PNC Bank. The Revolving Credit Facility is guaranteed by the Company's domestic subsidiaries. Proceeds of the borrowings under the Revolving Credit Facility are expected to be used for working capital and general corporate purposes of the Company and its subsidiaries. As of the end of the second quarter for fiscal 2024 and the date of this report, no amounts were outstanding under the Revolving Credit Facility.

Cash Flows from Operating Activities

Cash flows from operating activities are primarily a result of our net (loss) income adjusted for non-cash items and changes in our operating assets and liabilities.

Operating activities generated $1.8 million of cash during the first six months of fiscal 2024. We had a net loss of $0.6 million during the first six months of fiscal 2024, which included non-cash stock-based compensation expense of $0.8 million associated with the issuance of stock option and restricted stock awards, inventory reserve provisions of $0.3 million and depreciation and amortization expense of $2.1 million associated with our property and equipment as well as amortization of our intangible assets. Changes in our operating assets and liabilities used $0.9 million in cash during the first six months of fiscal 2024, net of foreign currency exchange gains and losses included an increase in inventory of $6.2 million, a decrease in accounts payable of $1.1 million and an increase in prepayments of $0.2 million. Partially offsetting the cash utilization was a decrease in receivables of $6.3 million and an increase in accrued liabilities of $0.4 million. The decrease in accounts receivable was primarily due to the lower level of sales across our operating segments in the current quarter. Most of the inventory increase supported the products for electron tubes and GES. The changes in accounts payable and accrued liabilities were timing related.

Operating activities used $7.2 million of cash during the first six months of fiscal 2023. We had a net income of $11.9 million during the first six months of fiscal 2023, which included non-cash stock-based compensation expense of $0.5 million associated with the issuance of stock option and restricted stock awards, inventory reserve provisions of $0.2 million and depreciation and amortization expense of $1.8 million associated with our property and equipment as well as amortization of our intangible assets. Changes in our operating assets and liabilities used $21.5 million in cash during the first six months of fiscal 2023, net of foreign currency exchange gains and losses, included an increase in accounts receivable of $5.5 million, an increase in inventory of $18.1 million and an increase in prepaid expenses of $0.4 million. Partially offsetting the cash utilization for accounts receivable, inventory and prepaid expenses was an increase in accounts payable and accrued liabilities of $1.9 million. The increase in accounts receivable was primarily due to increased sales. The majority of the inventory increase was to support the product growth in LaFox manufacturing, Green Energy Solutions and Canvys, in addition to increases in the inventory for electron tubes. The increase in accounts payable was related to the inventory increase and the increase in accrued liabilities was timing related.

Cash Flows from Investing Activities

Cash used in investing activities of $2.7 million during the first six months of fiscal 2024 was due to capital expenditures. Capital expenditures were primarily related to our IT system and the LaFox manufacturing and facilities renovation. LaFox manufacturing primarily supports the Electron Device Group ("EDG") and Green Energy Solutions ("GES").

Cash used in investing activities of $2.6 million during the first six months of fiscal 2023 was mainly due to capital expenditures. Capital expenditures were primarily related to our IT system, as well as our LaFox manufacturing business and facilities, which also supports both EDG and Green Energy Solutions. The Company did not have any investment purchases or maturities in the first six months of fiscal 2023.

Cash Flows from Financing Activities

Cash flows used in financing activities consist primarily of cash dividends and cash flows provided by financing activities consist primarily of the proceeds from the issuance of stock. All future dividend payments are at the discretion of the Board of Directors. Dividend payments depend on earnings, capital requirements, operating conditions and such other factors that the Board may deem relevant.

Cash used by financing activities of $1.5 million during the first six months of fiscal 2024 primarily resulted from $1.7 million of dividend payments to stockholders partially offset by $0.3 million of proceeds from the issuance of stock.

Cash provided by financing activities of $1.2 million during the first six months of fiscal 2023 primarily resulted from the $2.9 million proceeds from the issuance of stock less the $1.7 million of dividend payments to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management and Market Sensitive Financial Instruments

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 is set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended May 27, 2023, filed with the SEC on July 31, 2023.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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 December 2, 2023.

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.

(b) Changes in Internal Control over Financial Reporting

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 second quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended May 27, 2023, filed with the SEC on July 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Index


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).
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.

101		The following financial information from our Quarterly Report on Form 10-Q for the second quarter of fiscal 2024, filed with the SEC on January 11, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Unaudited 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.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.


	RICHARDSON ELECTRONICS, LTD.

Date: January 11, 2024	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)

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Edward J. Richardson, certify that:

I have reviewed this quarterly report on Form 10-Q of Richardson Electronics, Ltd. for the period ended December 2, 2023;

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

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

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

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

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

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

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

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

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

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


Date: January 11, 2024

Signature:		/s/ Edward J. Richardson

Edward J. Richardson
Chairman of the Board and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Robert J. Ben, certify that:

I have reviewed this quarterly report on Form 10-Q of Richardson Electronics, Ltd. for the period ended December 2, 2023;

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


Date: January 11, 2024

Signature:		/s/ Robert J. Ben

Robert J. Ben
Chief Financial Officer and Chief Accounting Officer

Exhibit 32

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Richardson Electronics, Ltd. (the “Company”) on Form 10-Q for the period ended December 2, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward J. Richardson, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

    /s/ Edward J. Richardson

   

    Edward J. Richardson

   

    Chairman of the Board and Chief Executive Officer

   

    January 11, 2024

   

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Richardson Electronics, Ltd. (the “Company”) on Form 10-Q for the period ended December 2, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert J. Ben, Chief Financial Officer and Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

    /s/ Robert J. Ben

   

    Robert J. Ben

   

    Chief Financial Officer and Chief Accounting Officer

   

    January 11, 2024

   

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Dec. 02, 2023	Jan. 09, 2024
Document Information [Line Items]
Entity Registrant Name	RICHARDSON ELECTRONICS, LTD.
Entity Central Index Key	0000355948
Document Type	10-Q
Trading Symbol	RELL
Document Period End Date	Dec. 02, 2023
Amendment Flag	false
Current Fiscal Year End Date	--06-01
Entity's Reporting Status Current	Yes
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Small Business	false
Entity Filer Category	Accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Entity File Number	0-12906
Entity Tax Identification Number	36-2096643
Entity Address, Address Line One	40W267 Keslinger Road
Entity Address, Address Line Two	P.O. Box 393
Entity Address, City or Town	LaFox
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60147-0393
City Area Code	630
Local Phone Number	208-2200
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common stock, $0.05 Par Value
Security Exchange Name	NASDAQ
Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,226,953
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,051,488

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 02, 2023	May 27, 2023
Current assets:
Cash and cash equivalents	$ 22,769	$ 24,981
Accounts receivable, less allowance of $201 and $191, respectively	23,909	30,067
Inventories, net	116,951	110,402
Prepaid expenses and other assets	2,926	2,633
Total current assets	166,555	168,083
Non-current assets:
Property, plant and equipment, net	21,363	20,823
Intangible assets, net	1,767	1,892
Right of use lease asset	2,145	2,457
Deferred income taxes	4,476	4,526
Other non-current assets	182	267
Total non-current assets	29,933	29,965
Total assets	196,488	198,048
Current liabilities:
Accounts payable	22,505	23,535
Accrued liabilities	12,432	12,026
Lease liability current	1,033	1,028
Total current liabilities	35,970	36,589
Non-current liabilities:
Non-current deferred income tax liabilities	99	98
Lease liability non-current	1,112	1,429
Other non-current liabilities	666	612
Total non-current liabilities	1,877	2,139
Total liabilities	37,847	38,728
Stockholders’ Equity
Preferred stock, $1.00 par value, no shares issued
Additional paid-in-capital	71,936	70,951
Retained earnings	84,786	87,044
Accumulated other comprehensive income	1,205	615
Total stockholders' equity	158,641	159,320
Total liabilities and stockholders’ equity	196,488	198,048
Common Stock
Stockholders’ Equity
Common stock value	611	607
Common Class B
Stockholders’ Equity
Common stock value	$ 103	$ 103

Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Dec. 02, 2023	May 27, 2023
Allowance for accounts receivable	$ 201	$ 191
Preferred stock, par value (in dollars per share)	$ 1	$ 1
Preferred Stock, issued (in shares)	0	0
Common Stock
Common stock, par value (in dollars per share)	$ 0.05	$ 0.05
Common stock, issued (in shares)	12,227	12,140
Common stock, outstanding (in shares)	12,227	12,140
Common Class B
Common stock, par value (in dollars per share)	$ 0.05	$ 0.05
Common stock, issued (in shares)	2,052	2,052
Common stock, outstanding (in shares)	2,052	2,052

Unaudited Consolidated Statements of Comprehensive (Loss) Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 02, 2023	Nov. 26, 2022	Dec. 02, 2023	Nov. 26, 2022
Net sales	$ 44,130	$ 65,905	$ 96,711	$ 133,462
Cost of sales	31,588	44,054	66,905	88,584
Gross profit	12,542	21,851	29,806	44,878
Selling, general and administrative expenses	14,488	14,677	30,280	28,925
Loss (gain) on disposal of assets	70	(25)	70	(25)
Operating (loss) income	(2,016)	7,199	(544)	15,978
Other expense (income):
Investment/interest income	(86)	(78)	(157)	(103)
Foreign exchange loss	343	223	246	597
Other, net	18	(13)	50	(15)
Total other expense	275	132	139	479
(Loss) income before income taxes	(2,291)	7,067	(683)	15,499
Income tax (benefit) provision	(494)	1,518	(113)	3,626
Net (loss) income	(1,797)	5,549	(570)	11,873
Foreign currency translation gain (loss), net of tax	631	976	590	(1,339)
Comprehensive (loss) income	$ (1,166)	$ 6,525	$ 20	$ 10,534
Weighted average number of shares:
Common shares - Diluted	12,226	12,535	12,198	12,442
Common Stock
Net (loss) income per share:
Common shares - Basic	$ (0.13)	$ 0.4	$ (0.04)	$ 0.87
Common shares - Diluted	$ (0.13)	$ 0.39	$ (0.04)	$ 0.83
Weighted average number of shares:
Common shares - Basic	12,226	11,918	12,198	11,816
Common shares - Diluted	12,226	12,535	12,198	12,442
Dividends per share:
Dividends per share	$ 0.06	$ 0.06	$ 0.12	$ 0.12
Common Class B
Net (loss) income per share:
Common shares - Basic	(0.12)	0.36	(0.04)	0.78
Common shares - Diluted	$ (0.12)	$ 0.35	$ (0.04)	$ 0.75
Weighted average number of shares:
Common shares - Basic	2,052	2,053	2,052	2,053
Common shares - Diluted	2,052	2,053	2,052	2,053
Dividends per share:
Dividends per share	$ 0.054	$ 0.054	$ 0.108	$ 0.108

Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 02, 2023	Nov. 26, 2022	Dec. 02, 2023	Nov. 26, 2022
Operating activities:
Net (loss) income	$ (1,797)	$ 5,549	$ (570)	$ 11,873
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization	1,116	893	2,114	1,776
Inventory provisions	192	124	277	195
Share-based compensation expense	283	213	766	524
Loss (gain) on disposal of assets	70	(25)	70	(25)
Deferred income taxes	51	27	46	28
Change in assets and liabilities:
Accounts receivable	1,790	(2,009)	6,252	(5,505)
Inventories	(3,069)	(7,658)	(6,220)	(18,126)
Prepaid expenses and other assets	(618)	774	(209)	(425)
Accounts payable	1,233	(699)	(1,132)	796
Accrued liabilities	1,502	(1,062)	378	1,147
Other	47	(49)	43	589
Net cash provided by (used in) operating activities	800	(3,922)	1,815	(7,153)
Investing activities:
Capital expenditures	(1,515)	(1,301)	(2,656)	(2,743)
Proceeds from sale of property, plant & equipment	0	193	0	193
Net cash used in investing activities	(1,515)	(1,108)	(2,656)	(2,550)
Financing activities:
Proceeds from issuance of common stock	15	1,517	342	2,902
Cash dividends paid on Common and Class B Common shares	(845)	(831)	(1,688)	(1,650)
Other	0	0	(119)	(69)
Net cash (used in) provided by financing activities	(830)	686	(1,465)	1,183
Effect of exchange rate changes on cash and cash equivalents	190	(183)	94	(869)
Decrease in cash and cash equivalents	(1,355)	(4,527)	(2,212)	(9,389)
Cash and cash equivalents at beginning of period	24,124	30,633	24,981	35,495
Cash and cash equivalents at end of period	$ 22,769	$ 26,106	$ 22,769	$ 26,106

Unaudited Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common	Common Class B	Common Stock	Common Stock Common	Common Stock Common Class B	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning Balance at May. 28, 2022	$ 135,847			$ 685			$ 66,331	$ 68,031	$ 800
Beginning Balance (in shares) at May. 28, 2022					11,649	2,053
Comprehensive (loss) income:
Net (loss) income	11,873							11,873
Foreign currency translation, net of tax	(1,339)								(1,339)
Share-based compensation:
Restricted stock	262						262
Stock options	262						262
Options exercised	2,902			17			2,885
Options exercised (in shares)					323
Restricted stock issuance	(69)			2			(71)
Restricted stock issuance (in shares)					49
Class B converted to common					1	(1)
Dividends paid to:
Common	(1,428)							(1,428)
Class B	(222)							(222)
Ending Balance at Nov. 26, 2022	148,088			704			69,669	78,254	(539)
Ending Balance (in shares) at Nov. 26, 2022					12,022	2,052
Beginning Balance at Aug. 27, 2022	140,664			695			67,948	73,536	(1,515)
Beginning Balance (in shares) at Aug. 27, 2022					11,848	2,053
Comprehensive (loss) income:
Net (loss) income	5,549							5,549
Foreign currency translation, net of tax	976								976
Share-based compensation:
Restricted stock	139						139
Stock options	74						74
Options exercised	1,517			9			1,508
Options exercised (in shares)					173
Class B converted to common					1	(1)
Dividends paid to:
Common	(719)							(719)
Class B	(112)							(112)
Ending Balance at Nov. 26, 2022	148,088			704			69,669	78,254	(539)
Ending Balance (in shares) at Nov. 26, 2022					12,022	2,052
Beginning Balance at May. 27, 2023	159,320			710			70,951	87,044	615
Beginning Balance (in shares) at May. 27, 2023		12,140	2,052		12,140	2,052
Comprehensive (loss) income:
Net (loss) income	(570)							(570)
Foreign currency translation, net of tax	590								590
Share-based compensation:
Restricted stock	341						341
Stock options	425						425
Options exercised	342			2			340
Options exercised (in shares)					50
Restricted stock issuance	(119)			2			(121)
Restricted stock issuance (in shares)					37
Dividends paid to:
Common	(1,466)							(1,466)
Class B	(222)							(222)
Ending Balance at Dec. 02, 2023	158,641			714			71,936	84,786	1,205
Ending Balance (in shares) at Dec. 02, 2023		12,227	2,052		12,227	2,052
Beginning Balance at Sep. 02, 2023	160,354			714			71,638	87,428	574
Beginning Balance (in shares) at Sep. 02, 2023					12,225	2,052
Comprehensive (loss) income:
Net (loss) income	(1,797)							(1,797)
Foreign currency translation, net of tax	631								631
Share-based compensation:
Restricted stock	172						172
Stock options	111						111
Options exercised	15						15
Options exercised (in shares)					2
Dividends paid to:
Common	(734)							(734)
Class B	(111)							(111)
Ending Balance at Dec. 02, 2023	$ 158,641			$ 714			$ 71,936	$ 84,786	$ 1,205
Ending Balance (in shares) at Dec. 02, 2023		12,227	2,052		12,227	2,052

Unaudited Consolidated Statement of Stockholders' Equity (Parenthetical) - Common Stock - $ / shares	3 Months Ended		6 Months Ended
	Dec. 02, 2023	Nov. 26, 2022	Dec. 02, 2023	Nov. 26, 2022
Common
Dividends per common share	$ 0.06	$ 0.06	$ 0.12	$ 0.12
Common Class B
Dividends per common share	$ 0.054	$ 0.054	$ 0.108	$ 0.108

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 02, 2023	Nov. 26, 2022	Dec. 02, 2023	Nov. 26, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,797)	$ 5,549	$ (570)	$ 11,873

Description of the Company

6 Months Ended

Dec. 02, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Company

1. DESCRIPTION OF THE COMPANY

The Company reports its financial performance for the following operating and reportable segments:

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

Basis of Presentation

6 Months Ended

Dec. 02, 2023

Basis Of Presentation [Abstract]

Basis of Presentation

2. BASIS OF PRESENTATION

New Accounting Standards

6 Months Ended

Dec. 02, 2023

Accounting Changes and Error Corrections [Abstract]

New Accounting Standards

3. NEW ACCOUNTING STANDARDS

Critical Accounting Policies and Estimates

6 Months Ended

Dec. 02, 2023

Accounting Policies [Abstract]

Critical Accounting Policies and Estimates

4. CRITICAL ACCOUNTING POLICIES AND ESTIMATES

•

Manufacturing/assembly

•

Distribution

•

Services revenue

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


	May 27, 2023		Additions		Revenue Recognized			December 2, 2023
Contract liabilities	$	3,283	$	1,894	$	(2,902	)	$	2,275


	December 2, 2023		May 27, 2023
Gross Amounts:
Customer Relationships(1)	$	3,395	$	3,388
Technology		380		380
Total Gross Amounts	$	3,775	$	3,768

Accumulated Amortization:
Customer Relationships	$	1,781	$	1,671
Technology		227		205
Total Accumulated Amortization	$	2,008	$	1,876

Net Intangible Assets	$	1,767	$	1,892

(1)

Change from prior period reflects impact of foreign currency translation.

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


Fiscal Year	Amortization Expense
Remaining 2024	$	127
2025		239
2026		207
2027		194
2028		185
Thereafter		815
Total amortization	$	1,767

The weighted average number of years of amortization expense remaining is 10.7 years.

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


	December 2, 2023		May 27, 2023
Compensation and payroll taxes	$	3,507	$	4,422
Accrued severance		582		486
Professional fees		732		661
Deferred revenue		2,275		3,283
Other accrued expenses		5,336		3,174
Accrued Liabilities	$	12,432	$	12,026

Revolving Credit Facility

6 Months Ended

Dec. 02, 2023

Debt Disclosure [Abstract]

Revolving Credit Facility

5. REVOLVING CREDIT FACILITY

Lease Obligations and Other Commitments

6 Months Ended

Dec. 02, 2023

Commitments and Contingencies Disclosure [Abstract]

Lease Obligations and Other Commitments

6. LEASE OBLIGATIONS AND OTHER COMMITMENTS

The gross amounts of assets and liabilities related to operating leases were as follows (in thousands):


Lease Type	December 2, 2023		May 27, 2023
Operating lease right of use asset	$	2,145	$	2,457
Operating lease liability current		1,033		1,028
Operating lease liability non-current		1,112		1,429

The components of lease costs were as follows (in thousands):


		Three Months Ended
		December 2, 2023		November 26, 2022
Consolidated operating lease expense	Operating expenses	$	417	$	411


		Six Months Ended
		December 2, 2023		November 26, 2022
Consolidated operating lease expense	Operating expenses	$	871	$	865

The approximate future minimum lease payments under operating leases at December 2, 2023 were as follows (in thousands):


Fiscal Year	Operating Leases
Remaining 2024	$	572
2025		936
2026		543
2027		151
2028		29
Thereafter		13
Total lease payments		2,244
Less imputed interest		99
Net minimum lease payments	$	2,145

The weighted average remaining lease terms and interest rates of leases held by the Company as of December 2, 2023 were as follows:


Lease Type	Weighted Average Remaining Lease Term in Years	Weighted Average Interest Rate
Operating leases	2.3	4.2%

The cash outflows of the leasing activity of the Company as lessee for the six months ending December 2, 2023 and November 26, 2022 were as follows (in thousands):


		Six Months Ended
Cash Flow Source	Classification	December 2, 2023		November 26, 2022
Operating cash flows from operating leases	Operating activities	$	312	$	496

Income Taxes

6 Months Ended

Dec. 02, 2023

Income Tax Disclosure [Abstract]

Income Taxes

7. INCOME TAXES

Calculation of Earnings Per Share

6 Months Ended

Dec. 02, 2023

Earnings Per Share [Abstract]

Calculation of Earnings Per Share

8. CALCULATION OF EARNINGS PER SHARE

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


	Three Months Ended
	December 2, 2023						November 26, 2022
	Basic			Diluted			Basic		Diluted
Numerator for Basic and Diluted EPS:
Net (loss) income	$	(1,797	)	$	(1,797	)	$	5,549	$	5,549
Less dividends:
Common stock		734			734			719		719
Class B common stock		111			111			112		112
Undistributed (loss) earnings	$	(2,642	)	$	(2,642	)	$	4,718	$	4,718

Common stock undistributed (loss) earnings	$	(2,295	)	$	(2,295	)	$	4,085	$	4,112
Class B common stock undistributed (loss) earnings		(347	)		(347	)		633		606
Total undistributed (loss) earnings	$	(2,642	)	$	(2,642	)	$	4,718	$	4,718

Denominator for Basic and Diluted EPS:
Common stock weighted average shares		12,226			12,226			11,918		11,918
Effect of dilutive securities
Dilutive stock options					—					617
Denominator for diluted EPS adjusted for weighted average shares and assumed conversion					12,226					12,535
Class B common stock weighted average shares and shares under if-converted method for diluted EPS		2,052			2,052			2,053		2,053

Net (loss) income per share:
Common stock	$	(0.13	)	$	(0.13	)	$	0.40	$	0.39

Class B common stock	$	(0.12	)	$	(0.12	)	$	0.36	$	0.35


	Six Months Ended
	December 2, 2023						November 26, 2022
	Basic			Diluted			Basic		Diluted
Numerator for Basic and Diluted EPS:
Net (loss) income	$	(570	)	$	(570	)	$	11,873	$	11,873
Less dividends:
Common stock		1,466			1,466			1,428		1,428
Class B common stock		222			222			222		222
Undistributed (loss) earnings	$	(2,258	)	$	(2,258	)	$	10,223	$	10,223

Common stock undistributed (loss) earnings	$	(1,961	)	$	(1,961	)	$	8,841	$	8,901
Class B common stock undistributed (loss) earnings		(297	)		(297	)		1,382		1,322
Total undistributed (loss) earnings	$	(2,258	)	$	(2,258	)	$	10,223	$	10,223

Denominator for Basic and Diluted EPS:
Common stock weighted average shares		12,198			12,198			11,816		11,816
Effect of dilutive securities
Dilutive stock options					—					626
Denominator for diluted EPS adjusted for weighted average shares and assumed conversion					12,198					12,442
Class B common stock weighted average shares and shares under if-converted method for diluted EPS		2,052			2,052			2,053		2,053

Net (loss) income per share:
Common stock	$	(0.04	)	$	(0.04	)	$	0.87	$	0.83

Class B common stock	$	(0.04	)	$	(0.04	)	$	0.78	$	0.75

Segment Reporting

6 Months Ended

Dec. 02, 2023

Segment Reporting [Abstract]

Segment Reporting

9. SEGMENT REPORTING

The CEO, who is the chief operating decision maker, evaluates performance and allocates Company 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				Six Months Ended
	December 2, 2023		November 26, 2022		December 2, 2023		November 26, 2022
PMT
Net Sales	$	31,292	$	40,585	$	67,036	$	85,939
Gross Profit		8,905		14,011		20,416		29,546

GES
Net Sales		2,609		12,293		7,003		20,804
Gross Profit		761		4,162		2,341		7,184

Canvys
Net Sales		7,291		10,079		17,180		20,492
Gross Profit		2,440		2,995		5,805		6,261

Healthcare
Net Sales		2,938		2,948		5,492		6,227
Gross Profit		436		683		1,244		1,887

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						Six Months Ended
	December 2, 2023			November 26, 2022			December 2, 2023			November 26, 2022
Net Sales
North America	$	16,686		$	31,577		$	36,316		$	63,405
Asia/Pacific		10,060			15,306			22,872			32,860
Europe		14,709			16,574			30,461			31,930
Latin America		2,703			2,461			5,505			5,306
Other (1)		(28	)		(13	)		1,557			(39	)
Total	$	44,130		$	65,905		$	96,711		$	133,462

Gross Profit
North America	$	5,795		$	12,184		$	13,258		$	25,463
Asia/Pacific		3,172			4,791			7,315			10,321
Europe		4,422			4,943			9,281			9,285
Latin America		894			883			1,986			1,902
Other (1)		(1,741	)		(950	)		(2,034	)		(2,093	)
Total	$	12,542		$	21,851		$	29,806		$	44,878

(1)

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

Risks and Uncertainties

6 Months Ended

Dec. 02, 2023

Risks and Uncertainties [Abstract]

Risks and Uncertainties

10. RISKS AND UNCERTAINTIES

Related Party Transactions

6 Months Ended

Dec. 02, 2023

Related Party Transactions

11. RELATED PARTY TRANSACTION(S)

Critical Accounting Policies and Estimates (Policies)

6 Months Ended

Dec. 02, 2023

Accounting Policies [Abstract]

Inventories, net

•

Manufacturing/assembly

•

Distribution

•

Services revenue

Revenue Recognition

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


	May 27, 2023		Additions		Revenue Recognized			December 2, 2023
Contract liabilities	$	3,283	$	1,894	$	(2,902	)	$	2,275

Loss Contingencies

Intangible Assets


	December 2, 2023		May 27, 2023
Gross Amounts:
Customer Relationships(1)	$	3,395	$	3,388
Technology		380		380
Total Gross Amounts	$	3,775	$	3,768

Accumulated Amortization:
Customer Relationships	$	1,781	$	1,671
Technology		227		205
Total Accumulated Amortization	$	2,008	$	1,876

Net Intangible Assets	$	1,767	$	1,892

(1)

Change from prior period reflects impact of foreign currency translation.

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


Fiscal Year	Amortization Expense
Remaining 2024	$	127
2025		239
2026		207
2027		194
2028		185
Thereafter		815
Total amortization	$	1,767

The weighted average number of years of amortization expense remaining is 10.7 years.

Income Taxes

Accrued Liabilities

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


	December 2, 2023		May 27, 2023
Compensation and payroll taxes	$	3,507	$	4,422
Accrued severance		582		486
Professional fees		732		661
Deferred revenue		2,275		3,283
Other accrued expenses		5,336		3,174
Accrued Liabilities	$	12,432	$	12,026

Warranties

Critical Accounting Policies and Estimates (Tables)

6 Months Ended

Dec. 02, 2023

Accounting Policies [Abstract]

Schedule of Intangible Assets Subject to Amortization

Intangible assets subject to amortization were as follows (in thousands):


	December 2, 2023		May 27, 2023
Gross Amounts:
Customer Relationships(1)	$	3,395	$	3,388
Technology		380		380
Total Gross Amounts	$	3,775	$	3,768

Accumulated Amortization:
Customer Relationships	$	1,781	$	1,671
Technology		227		205
Total Accumulated Amortization	$	2,008	$	1,876

Net Intangible Assets	$	1,767	$	1,892

(1)

Change from prior period reflects impact of foreign currency translation.

Schedule of the Amortization Expense for the Next Five Years

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


Fiscal Year	Amortization Expense
Remaining 2024	$	127
2025		239
2026		207
2027		194
2028		185
Thereafter		815
Total amortization	$	1,767

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	December 2, 2023		May 27, 2023
Compensation and payroll taxes	$	3,507	$	4,422
Accrued severance		582		486
Professional fees		732		661
Deferred revenue		2,275		3,283
Other accrued expenses		5,336		3,174
Accrued Liabilities	$	12,432	$	12,026

Lease Obligations and Other Commitments (Tables)

6 Months Ended

Dec. 02, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Gross Amount Assets and Liabilities Related to Operating and Financing Leases

The gross amounts of assets and liabilities related to operating leases were as follows (in thousands):


Lease Type	December 2, 2023		May 27, 2023
Operating lease right of use asset	$	2,145	$	2,457
Operating lease liability current		1,033		1,028
Operating lease liability non-current		1,112		1,429

Components of Lease Costs

The components of lease costs were as follows (in thousands):


		Three Months Ended
		December 2, 2023		November 26, 2022
Consolidated operating lease expense	Operating expenses	$	417	$	411


		Six Months Ended
		December 2, 2023		November 26, 2022
Consolidated operating lease expense	Operating expenses	$	871	$	865

Schedule of Future Minimum Lease Payments under Operating Leases

The approximate future minimum lease payments under operating leases at December 2, 2023 were as follows (in thousands):


Fiscal Year	Operating Leases
Remaining 2024	$	572
2025		936
2026		543
2027		151
2028		29
Thereafter		13
Total lease payments		2,244
Less imputed interest		99
Net minimum lease payments	$	2,145

Schedule of Weighted Average Remaining Lease Terms and Interest Rates of Leases

The weighted average remaining lease terms and interest rates of leases held by the Company as of December 2, 2023 were as follows:


Lease Type	Weighted Average Remaining Lease Term in Years	Weighted Average Interest Rate
Operating leases	2.3	4.2%

Schedule of Cash Outflows of Leasing Activity

The cash outflows of the leasing activity of the Company as lessee for the six months ending December 2, 2023 and November 26, 2022 were as follows (in thousands):


		Six Months Ended
Cash Flow Source	Classification	December 2, 2023		November 26, 2022
Operating cash flows from operating leases	Operating activities	$	312	$	496

Calculation of Earnings Per Share (Tables)

6 Months Ended

Dec. 02, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Three Months Ended
	December 2, 2023						November 26, 2022
	Basic			Diluted			Basic		Diluted
Numerator for Basic and Diluted EPS:
Net (loss) income	$	(1,797	)	$	(1,797	)	$	5,549	$	5,549
Less dividends:
Common stock		734			734			719		719
Class B common stock		111			111			112		112
Undistributed (loss) earnings	$	(2,642	)	$	(2,642	)	$	4,718	$	4,718

Common stock undistributed (loss) earnings	$	(2,295	)	$	(2,295	)	$	4,085	$	4,112
Class B common stock undistributed (loss) earnings		(347	)		(347	)		633		606
Total undistributed (loss) earnings	$	(2,642	)	$	(2,642	)	$	4,718	$	4,718

Denominator for Basic and Diluted EPS:
Common stock weighted average shares		12,226			12,226			11,918		11,918
Effect of dilutive securities
Dilutive stock options					—					617
Denominator for diluted EPS adjusted for weighted average shares and assumed conversion					12,226					12,535
Class B common stock weighted average shares and shares under if-converted method for diluted EPS		2,052			2,052			2,053		2,053

Net (loss) income per share:
Common stock	$	(0.13	)	$	(0.13	)	$	0.40	$	0.39

Class B common stock	$	(0.12	)	$	(0.12	)	$	0.36	$	0.35


	Six Months Ended
	December 2, 2023						November 26, 2022
	Basic			Diluted			Basic		Diluted
Numerator for Basic and Diluted EPS:
Net (loss) income	$	(570	)	$	(570	)	$	11,873	$	11,873
Less dividends:
Common stock		1,466			1,466			1,428		1,428
Class B common stock		222			222			222		222
Undistributed (loss) earnings	$	(2,258	)	$	(2,258	)	$	10,223	$	10,223

Common stock undistributed (loss) earnings	$	(1,961	)	$	(1,961	)	$	8,841	$	8,901
Class B common stock undistributed (loss) earnings		(297	)		(297	)		1,382		1,322
Total undistributed (loss) earnings	$	(2,258	)	$	(2,258	)	$	10,223	$	10,223

Denominator for Basic and Diluted EPS:
Common stock weighted average shares		12,198			12,198			11,816		11,816
Effect of dilutive securities
Dilutive stock options					—					626
Denominator for diluted EPS adjusted for weighted average shares and assumed conversion					12,198					12,442
Class B common stock weighted average shares and shares under if-converted method for diluted EPS		2,052			2,052			2,053		2,053

Net (loss) income per share:
Common stock	$	(0.04	)	$	(0.04	)	$	0.87	$	0.83

Class B common stock	$	(0.04	)	$	(0.04	)	$	0.78	$	0.75

Segment Reporting (Tables)

6 Months Ended

Dec. 02, 2023

Segment Reporting [Abstract]

Schedule of Operating Results by Segment

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


	Three Months Ended				Six Months Ended
	December 2, 2023		November 26, 2022		December 2, 2023		November 26, 2022
PMT
Net Sales	$	31,292	$	40,585	$	67,036	$	85,939
Gross Profit		8,905		14,011		20,416		29,546

GES
Net Sales		2,609		12,293		7,003		20,804
Gross Profit		761		4,162		2,341		7,184

Canvys
Net Sales		7,291		10,079		17,180		20,492
Gross Profit		2,440		2,995		5,805		6,261

Healthcare
Net Sales		2,938		2,948		5,492		6,227
Gross Profit		436		683		1,244		1,887

Schedule of Net Sales and Gross Profit by Geographic Region

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


	Three Months Ended						Six Months Ended
	December 2, 2023			November 26, 2022			December 2, 2023			November 26, 2022
Net Sales
North America	$	16,686		$	31,577		$	36,316		$	63,405
Asia/Pacific		10,060			15,306			22,872			32,860
Europe		14,709			16,574			30,461			31,930
Latin America		2,703			2,461			5,505			5,306
Other (1)		(28	)		(13	)		1,557			(39	)
Total	$	44,130		$	65,905		$	96,711		$	133,462

Gross Profit
North America	$	5,795		$	12,184		$	13,258		$	25,463
Asia/Pacific		3,172			4,791			7,315			10,321
Europe		4,422			4,943			9,281			9,285
Latin America		894			883			1,986			1,902
Other (1)		(1,741	)		(950	)		(2,034	)		(2,093	)
Total	$	12,542		$	21,851		$	29,806		$	44,878

(1)

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

Description of the Company - Additional Information (Details)	6 Months Ended
	Dec. 02, 2023
Maximum \| Product Concentration \| Sales
Concentration Risk [Line Items]
Percentage of products manufactured	55.00%

Basis of Presentation - Additional Information (Details)	6 Months Ended
	Dec. 02, 2023 Segment
Basis Of Presentation [Abstract]
Number of operating segments	4
Number of reportable segments	4

New Accounting Standards - Additional Information (Details) - ASU 2016-13	Dec. 02, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true

Critical Accounting Policies and Estimates - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Dec. 02, 2023	May 27, 2023
Critical Accounting Policies And Estimates [Line Items]
Finished goods	$ 99.0	$ 93.4
Raw material	13.3	11.8
Work in progress	4.7	5.2
Inventory valuation reserves	$ 5.9	5.9
Weighted average number of years of amortization expense	10 years 8 months 12 days
Warranty reserves	$ 0.7	$ 0.7
Maximum
Critical Accounting Policies And Estimates [Line Items]
Services revenue recognized as percentage of aggregate revenue	5.00%

Critical Accounting Policies and Estimates - Schedule of Contract Liabilities and Revenue Recognized (Details) $ in Thousands	6 Months Ended
	Dec. 02, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Contract Liabilities, Beginning Balance	$ 3,283
Contract Liabilities, Additions	1,894
Contract Liabilities, Revenue Recognized	(2,902)
Contract Liabilities, Ending Balance	$ 2,275

Critical Accounting Policies and Estimates - Schedule of Intangible Assets Subject to Amortization (Details) - USD ($)
$ in Thousands

Dec. 02, 2023

May 27, 2023

Finite-Lived Intangible Assets [Line Items]

Total Gross Amounts

$ 3,775

$ 3,768

Total Accumulated Amortization

2,008

1,876

Net Intangible Assets

1,767

1,892

Customer Relationships

Finite-Lived Intangible Assets [Line Items]

Total Gross Amounts

^[1]

3,395

3,388

Total Accumulated Amortization

1,781

1,671

Technology

Finite-Lived Intangible Assets [Line Items]

Total Gross Amounts

380

Total Accumulated Amortization

$ 227

$ 205

[1]	Change from prior period reflects impact of foreign currency translation.

Critical Accounting Policies and Estimates - Schedule of the Amortization Expense for the Next Five Years (Details) - USD ($) $ in Thousands	Dec. 02, 2023	May 27, 2023
Fiscal Year
Remaining 2024	$ 127
2025	239
2026	207
2027	194
2028	185
Thereafter	815
Net Intangible Assets	$ 1,767	$ 1,892

Critical Accounting Policies and Estimates - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 02, 2023	May 27, 2023
Accrued Liabilities:
Compensation and payroll taxes	$ 3,507	$ 4,422
Accrued severance	582	486
Professional fees	732	661
Deferred revenue	2,275	3,283
Other accrued expenses	5,336	3,174
Accrued Liabilities	$ 12,432	$ 12,026

Revolving Credit Facility - Additional Information (Details) - Revolving Credit Facility - USD ($)		6 Months Ended
	Mar. 20, 2023	Dec. 02, 2023
Debt Instrument [Line Items]
Credit facility agreement term	3 years
Credit facility expiration date	Mar. 20, 2026
Aggregate principal amount	$ 30,000,000
Letter of credit issue fee percentage		1.25%
Percentage of unused line fee		0.10%
Outstanding under the Revolving Credit Facility		$ 0
Base rate
Debt Instrument [Line Items]
Interest rate of credit facility		0.25%
Euro RFR
Debt Instrument [Line Items]
Interest rate of credit facility		1.25%
SOFR Rate
Debt Instrument [Line Items]
Interest rate of credit facility		1.25%

Lease Obligations and Other Commitments - Schedule of Gross Amount Assets and Liabilities Related to Operating and Financing Leases (Details) - USD ($) $ in Thousands	Dec. 02, 2023	May 27, 2023
Lease Type
Operating lease Right of use asset	$ 2,145	$ 2,457
Operating Lease Right Of Use Asset Statement Of Financial Position [Extensible Enumeration]	Assets, Noncurrent	Assets, Noncurrent
Operating lease liability current	$ 1,033	$ 1,028
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Liabilities, Current	Liabilities, Current
Operating lease liability non-current	$ 1,112	$ 1,429
Operating Lease Liability Noncurrent Statement Of Financial Position Extensible List	Liabilities, Noncurrent	Liabilities, Noncurrent

Lease Obligations and Other Commitments - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 02, 2023	Nov. 26, 2022	Dec. 02, 2023	Nov. 26, 2022
Lease, Cost [Abstract]
Consolidated operating lease expense	$ 417	$ 411	$ 871	$ 865

Lease Obligations and Other Commitments - Schedule of Future Minimum Lease Payments Under Operating and Financing Leases (Details) $ in Thousands	Dec. 02, 2023 USD ($)
Operating Leases
Remaining 2024	$ 572
2025	936
2026	543
2027	151
2028	29
Thereafter	13
Total lease payments	2,244
Less imputed interest	99
Net minimum lease payments	$ 2,145

Lease Obligations and Other Commitments - Schedule of Weighted Average Lease Terms and Interest Rates of Leases (Details)	Dec. 02, 2023
Commitments and Contingencies Disclosure [Abstract]
Weighted average remaining lease term in years, operating leases	2 years 3 months 18 days
Weighted average interest rate, operating leases	4.20%

Lease Obligations and Other Commitments - Schedule of Cash Outflows of Leasing Activity (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 02, 2023	Nov. 26, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows from operating leases	$ 312	$ 496

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 02, 2023	Nov. 26, 2022	Dec. 02, 2023	Nov. 26, 2022	May 27, 2023
Operating Loss Carryforwards [Line Items]
Income tax (benefit) provision	$ (494,000)	$ 1,518,000	$ (113,000)	$ 3,626,000
Effective income tax rate (benefit) provision			(16.50%)	23.40%
Federal statutory rate			21.00%
Liability for uncertain tax positions related to continuing operations, excluding interest and penalties	0		$ 0		$ 0
Deferred tax valuation allowance	1,400,000		1,400,000		1,400,000
Maximum
Operating Loss Carryforwards [Line Items]
Deferred tax liability, undistributed earnings of foreign subsidiaries	100,000		100,000		$ 100,000
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Valuation allowance pertaining to deferred tax assets	200,000		200,000
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Valuation allowance pertaining to deferred tax assets	$ 1,200,000		$ 1,200,000

Calculation of Earnings Per Share - Additional Information (Details)	3 Months Ended		6 Months Ended
	Dec. 02, 2023 shares	Nov. 26, 2022 shares	Dec. 02, 2023 Vote shares	Nov. 26, 2022 shares
Schedule Of Earning Per Share [Line Items]
Limit of cash dividends Class B common stock (percent)			90.00%
Common stock options anti-dilutive	221,000	0	297,000	0
Common Stock
Schedule Of Earning Per Share [Line Items]
Common stock shares, authorized	17,000,000		17,000,000
Common Class B
Schedule Of Earning Per Share [Line Items]
Common stock shares, authorized	3,000,000		3,000,000
Number of votes per share \| Vote			10

Calculation of Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 02, 2023	Nov. 26, 2022	Dec. 02, 2023	Nov. 26, 2022
Numerator for Basic and Diluted Earnings Per Share:
Net (loss) income	$ (1,797)	$ 5,549	$ (570)	$ 11,873
Undistributed (loss) earnings	(2,642)	4,718	(2,258)	10,223
Undistributed (loss) earnings	$ (2,642)	$ 4,718	$ (2,258)	$ 10,223
Denominator for Basic and Diluted Earnings Per Share:
Effect of dilutive securities dilutive stock options	0	617	0	626
Weighted Average Number of Shares Outstanding, Diluted	12,226	12,535	12,198	12,442
Basic
Numerator for Basic and Diluted Earnings Per Share:
Net (loss) income	$ (1,797)	$ 5,549	$ (570)	$ 11,873
Diluted
Numerator for Basic and Diluted Earnings Per Share:
Net (loss) income	(1,797)	5,549	(570)	11,873
Common Stock
Numerator for Basic and Diluted Earnings Per Share:
Undistributed (loss) earnings	(2,295)	4,085	(1,961)	8,841
Undistributed (loss) earnings	$ (2,295)	$ 4,112	$ (1,961)	$ 8,901
Denominator for Basic and Diluted Earnings Per Share:
Weighted Average Number of Shares Outstanding, Basic	12,226	11,918	12,198	11,816
Weighted Average Number of Shares Outstanding, Diluted	12,226	12,535	12,198	12,442
Net (loss) income per share:
Earnings Per Share, Basic	$ (0.13)	$ 0.4	$ (0.04)	$ 0.87
Net (loss) income per share:
Earnings Per Share, Diluted	$ (0.13)	$ 0.39	$ (0.04)	$ 0.83
Common Stock \| Basic
Numerator for Basic and Diluted Earnings Per Share:
Less dividends	$ 734	$ 719	$ 1,466	$ 1,428
Common Stock \| Diluted
Numerator for Basic and Diluted Earnings Per Share:
Less dividends	734	719	1,466	1,428
Common Class B
Numerator for Basic and Diluted Earnings Per Share:
Undistributed (loss) earnings	(347)	633	(297)	1,382
Undistributed (loss) earnings	$ (347)	$ 606	$ (297)	$ 1,322
Denominator for Basic and Diluted Earnings Per Share:
Weighted Average Number of Shares Outstanding, Basic	2,052	2,053	2,052	2,053
Weighted Average Number of Shares Outstanding, Diluted	2,052	2,053	2,052	2,053
Net (loss) income per share:
Earnings Per Share, Basic	$ (0.12)	$ 0.36	$ (0.04)	$ 0.78
Net (loss) income per share:
Earnings Per Share, Diluted	$ (0.12)	$ 0.35	$ (0.04)	$ 0.75
Common Class B \| Basic
Numerator for Basic and Diluted Earnings Per Share:
Less dividends	$ 111	$ 112	$ 222	$ 222
Common Class B \| Diluted
Numerator for Basic and Diluted Earnings Per Share:
Less dividends	$ 111	$ 112	$ 222	$ 222

Segment Reporting - Schedule of Operating Results by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 02, 2023	Nov. 26, 2022	Dec. 02, 2023	Nov. 26, 2022
Segment Reporting Information [Line Items]
Net Sales	$ 44,130	$ 65,905	$ 96,711	$ 133,462
Gross Profit	12,542	21,851	29,806	44,878
PMT
Segment Reporting Information [Line Items]
Net Sales	31,292	40,585	67,036	85,939
Gross Profit	8,905	14,011	20,416	29,546
GES
Segment Reporting Information [Line Items]
Net Sales	2,609	12,293	7,003	20,804
Gross Profit	761	4,162	2,341	7,184
Canvys
Segment Reporting Information [Line Items]
Net Sales	7,291	10,079	17,180	20,492
Gross Profit	2,440	2,995	5,805	6,261
Healthcare
Segment Reporting Information [Line Items]
Net Sales	2,938	2,948	5,492	6,227
Gross Profit	$ 436	$ 683	$ 1,244	$ 1,887

Segment Reporting - Schedule of Net Sales and Gross Profit by Geographic Region (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Dec. 02, 2023

Nov. 26, 2022

Dec. 02, 2023

Nov. 26, 2022

Segment Reporting Information [Line Items]

Net Sales

$ 44,130

$ 65,905

$ 96,711

$ 133,462

Gross Profit

12,542

21,851

29,806

44,878

North America

Segment Reporting Information [Line Items]

Net Sales

16,686

31,577

36,316

63,405

Gross Profit

5,795

12,184

13,258

25,463

Asia/Pacific

Segment Reporting Information [Line Items]

Net Sales

10,060

15,306

22,872

32,860

Gross Profit

3,172

4,791

7,315

10,321

Europe

Segment Reporting Information [Line Items]

Net Sales

14,709

16,574

30,461

31,930

Gross Profit

4,422

4,943

9,281

9,285

Latin America

Segment Reporting Information [Line Items]

Net Sales

2,703

2,461

5,505

5,306

Gross Profit

894

883

1,986

1,902

Other

Segment Reporting Information [Line Items]

Net Sales

^[1]

(28)

(13)

1,557

(39)

Gross Profit

^[1]

$ (1,741)

$ (950)

$ (2,034)

$ (2,093)

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

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 02, 2023	Nov. 26, 2022
Related Party Transaction [Line Items]
Total future minimum lease payments	$ 2,244
Rental expense	312	$ 496
Lee A. McIntyre III \| Lessor - LDL, LLC
Related Party Transaction [Line Items]
Total future minimum lease payments	$ 200
Lease term	5 years
Renewal term	5 years
Extended term	5 years
Executive vice president departing year	2023
Executive vice president departing effective date	Sep. 24, 2022
Lee A. McIntyre III \| Maximum \| Lessor - LDL, LLC
Related Party Transaction [Line Items]
Rental expense	$ 100	$ 100

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