RICHARDSON ELECTRONICS, LTD. 10-K

ITEM 8. Financial Statements and Supplementary Data 29 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Richardson Electronics, Ltd. LaFox, Illinois Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Richardson Electronics, Ltd. (the “Company”) as of May 29, 2021 and May 30, 2020, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended May 29, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 29, 2021 and May 30, 2020, and the results of its operations and its cash flows for each of the three years in the period ended May 29, 2021 , in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of May 29, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated August 2, 2021 expressed an unqualified opinion thereon. Change in the Accounting Method Related to Leases As discussed in Note 6 to the consolidated financial statements, the Company has changed its method of accounting for leases during the year ended May 30, 2020 due to the adoption of Accounting Standards Codification Topic 842, Leases. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 30 Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Estimation of Inventory Reserve - Power and Microwave Technologies ("PMT") Group As described in Note 3 to the consolidated financial statements, the consolidated inventory balance as of May 29, 2021 was $63.5 million, net of $5.9 million in reserves. Inventories are stated at the lower of cost and net realizable value. Provisions for obsolete or slow-moving inventories are based upon regular analysis of obsolescence, the exiting of certain markets and assumptions about future demand and market conditions. A number of products in the PMT segment represent trailing edge technology. PMT often buys products ahead of supplier price increases and extended lead times which can create surplus inventory. As technologies evolve and customers replace their capital equipment, the market for and resulting net realizable value of PMT's products may decline. We have identified the Company's estimation of inventory reserve for the PMT segment as a critical audit matter due to the significant judgments required by management in estimating future demand for each individual inventory item. The Company's forecasted demand, performed on an item-by-item basis, requires inputs from operations personnel and assessment of current market conditions and future industry trends, which can be difficult to predict given evolving technologies and the declining market for some products. Auditing this matter involved especially challenging auditor judgment due to the nature and extent of audit effort needed to evaluate the reasonableness of the assumptions and judgements made by management. The primary procedures we performed to address this critical audit matter included: • Assessing the reasonableness of management's estimate of future demand by (i) discussing with operations personnel, including product and sales managers, their assessment as to viability of aged and slow-moving inventory, and (ii) comparing our independently-developed estimates of future demand for slow-moving inventory (using historical customer ordering trends, industry publications, future product designs, and current uses) to management's estimates. • Evaluating the reasonableness of management's forecasted demand by performing a retrospective comparison of prior estimates to current period sales, write-offs, and inventory consumptions. /s/ BDO USA, LLP We have served as the Company's auditor since 2015. Chicago, Illinois August 2, 2021 31 Richardson Electronics, Ltd. Consolidated Balance Sheets (in thousands, except per share amounts) May 29, 2021 May 30, 2020 Assets Current assets: Cash and cash equivalents $ 43,316 $ 30,535 Accounts receivable, less allowance of $ 202 and $ 334 , respectively 25,096 20,197 Inventories, net 63,508 57,492 Prepaid expenses and other assets 2,385 2,442 Investments - current — 16,000 Total current assets 134,305 126,666 Non-current assets: Property, plant and equipment, net 17,067 17,674 Intangible assets, net 2,270 2,505 Lease ROU asset 2,570 3,419 Non-current deferred income taxes 541 456 Total non-current assets 22,448 24,054 Total assets $ 156,753 $ 150,720 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 16,979 $ 17,372 Accrued liabilities 14,182 10,324 Lease liability current 1,066 1,485 Total current liabilities 32,227 29,181 Non-current liabilities: Non-current deferred income tax liabilities 242 161 Lease liability non-current 1,358 1,941 Other non-current liabilities 1,366 777 Total non-current liabilities 2,966 2,879 Total liabilities 35,193 32,060 Stockholders’ Equity Common stock, $ 0.05 par value; issued and outstanding 11,160 shares at May 29, 2021 and 11,038 shares at May 30, 2020 558 552 Class B common stock, convertible, $ 0.05 par value; issued and outstanding 2,097 shares at May 29, 2021 and 2,097 shares at May 30, 2020 105 105 Preferred stock, $ 1.00 par value, no shares issued — — Additional paid-in-capital 62,707 61,749 Retained earnings 53,297 54,764 Accumulated other comprehensive income 4,893 1,490 Total stockholders’ equity 121,560 118,660 Total liabilities and stockholders’ equity $ 156,753 $ 150,720 32 Richardson Electronics, Ltd. Consolidated Statements of Comprehensive Income (Loss) (in thousands, except per share amounts) Fiscal Year Ended May 29, 2021 May 30, 2020 June 1, 2019 Net sales $ 176,937 $ 155,898 $ 166,652 Cost of sales 118,112 106,225 114,917 Gross profit 58,825 49,673 51,735 Selling, general and administrative expenses 55,925 51,327 52,156 Impairment of goodwill — — 6,332 Loss on disposal of assets 13 3 23 Operating income (loss) 2,887 ( 1,657 ) ( 6,776 ) Other expense (income): Investment/interest income ( 76 ) ( 377 ) ( 540 ) Foreign exchange loss (gain) 759 ( 15 ) 84 Other, net ( 104 ) ( 51 ) ( 9 ) Total other expense (income) 579 ( 443 ) ( 465 ) Income (loss) before income taxes 2,308 ( 1,214 ) ( 6,311 ) Income tax provision 653 624 1,017 Net income (loss) 1,655 ( 1,838 ) ( 7,328 ) Foreign currency translation gain (loss), net of tax 3,403 ( 900 ) ( 1,976 ) Comprehensive income (loss) $ 5,058 $ ( 2,738 ) $ ( 9,304 ) Net income (loss) per share: Common shares - Basic $ 0.13 $ ( 0.14 ) $ ( 0.57 ) Class B common shares - Basic $ 0.11 $ ( 0.13 ) $ ( 0.51 ) Common shares - Diluted $ 0.13 $ ( 0.14 ) $ ( 0.57 ) Class B common shares - Diluted $ 0.11 $ ( 0.13 ) $ ( 0.51 ) Weighted average number of shares: Common shares - Basic 11,105 11,026 10,923 Class B common shares - Basic 2,097 2,097 2,106 Common shares - Diluted 11,164 11,026 10,923 Class B common shares - Diluted 2,097 2,097 2,106 Dividends per common share $ 0.240 $ 0.240 $ 0.240 Dividends per Class B common share $ 0.220 $ 0.220 $ 0.220 33 Richardson Electronics, Ltd. Consolidated Statements of Cash Flows (in thousands) Fiscal Year Ended May 29, 2021 May 30, 2020 June 1, 2019 Operating activities: Net income (loss) $ 1,655 $ ( 1,838 ) $ ( 7,328 ) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation and amortization 3,424 3,386 3,173 Inventory provisions 1,041 1,013 1,076 Loss on disposal of assets 13 3 23 Share-based compensation expense 675 683 697 Deferred income taxes ( 1 ) ( 7 ) 315 Impairment of goodwill — — 6,332 Change in assets and liabilities: Accounts receivable ( 4,198 ) 3,895 ( 2,030 ) Inventories ( 4,861 ) ( 5,452 ) ( 4,242 ) Prepaid expenses and other assets 103 620 622 Accounts payable ( 565 ) 631 ( 2,424 ) Accrued liabilities 3,572 ( 889 ) 1,097 Other ( 26 ) ( 122 ) 126 Net cash provided by (used in) operating activities 832 1,923 ( 2,563 ) Investing activities: Capital expenditures ( 2,632 ) ( 1,776 ) ( 3,874 ) Proceeds from maturity of investments 25,000 21,000 9,800 Purchases of investments ( 9,000 ) ( 29,000 ) ( 17,800 ) Net cash provided by (used in) investing activities 13,368 ( 9,776 ) ( 11,874 ) Financing activities: Payment of financing lease principal ( 181 ) ( 166 ) — Proceeds from issuance of common stock 289 59 259 Cash dividends paid on Common and Class B Common shares ( 3,122 ) ( 3,101 ) ( 3,076 ) Net cash used in financing activities ( 3,014 ) ( 3,208 ) ( 2,817 ) Effect of exchange rate changes on cash and cash equivalents 1,595 ( 423 ) ( 1,192 ) Increase (decrease) in cash and cash equivalents 12,781 ( 11,484 ) ( 18,446 ) Cash and cash equivalents at beginning of period 30,535 42,019 60,465 Cash and cash equivalents at end of period $ 43,316 $ 30,535 $ 42,019 Supplemental Disclosure of Cash Flow Information: Cash paid during the fiscal year for: Income taxes 106 1,018 290 34 Richardson Electronics, Ltd. Consolidated Statements 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 Total Balance June 2, 2018: 10,806 2,137 $ 647 $ 60,061 $ 70,107 $ 4,366 $ 135,181 Comprehensive income Net loss — — — — ( 7,328 ) — ( 7,328 ) Foreign currency translation — — — — — ( 1,976 ) ( 1,976 ) Share-based compensation: — Restricted stock — — — 313 — — 313 Stock options — — — 384 — — 384 Common stock: — Options exercised 46 — 2 257 — — 259 Restricted stock issuance 65 — 3 ( 3 ) — — — Convert Class B to Common 40 ( 40 ) — — — — — Dividends paid to: Common ($ 0.24 per share) — — — — ( 2,621 ) — ( 2,621 ) Class B ($ 0.22 per share) — — — — ( 455 ) — ( 455 ) Balance June 1, 2019: 10,957 2,097 $ 652 $ 61,012 $ 59,703 $ 2,390 $ 123,757 Comprehensive income Net loss — — — — ( 1,838 ) — ( 1,838 ) Foreign currency translation — — — — — ( 900 ) ( 900 ) Share-based compensation: Restricted stock — — — 455 — — 455 Stock options — — — 228 — — 228 Common stock: Options exercised 10 — 1 58 — — 59 Restricted stock issuance 71 — 4 ( 4 ) — — — Dividends paid to: Common ($ 0.24 per share) — — — — ( 2,648 ) — ( 2,648 ) Class B ($ 0.22 per share) — — — — ( 453 ) — ( 453 ) Balance May 30, 2020: 11,038 2,097 $ 657 $ 61,749 $ 54,764 $ 1,490 $ 118,660 Comprehensive income Net income — — — — 1,655 — 1,655 Foreign currency translation — — — — — 3,403 3,403 Share-based compensation: Restricted stock — — — 483 — — 483 Stock options — — — 192 — — 192 Common stock: Options exercised 49 — 2 287 — — 289 Restricted stock issuance 73 — 4 ( 4 ) — — — Dividends paid to: Common ($ 0.24 per share) — — — — ( 2,669 ) — ( 2,669 ) Class B ($ 0.22 per share) — — — — ( 453 ) — ( 453 ) Balance May 29, 2021 11,160 2,097 $ 663 $ 62,707 $ 53,297 $ 4,893 $ 121,560 35 Notes to Consolidated Financial Statements 1. DESCRIPTION OF THE COMPANY Richardson Electronics, Ltd. is a leading global provider of engineered solutions, power grid and microwave tubes and related consumables; power conversion and RF and microwave components; high value flat panel detector solutions, replacement parts, tubes and service training for diagnostic imaging equipment; and customized display solutions. We serve customers in the alternative energy, healthcare, aviation, broadcast, communications, industrial, marine, medical, military, scientific and semiconductor markets. The Company’s strategy is to provide specialized technical expertise and “engineered solutions” based on our core engineering and manufacturing capabilities. The Company provides solutions and adds value through design-in support, systems integration, prototype design and manufacturing, testing, logistics and aftermarket technical service and repair through its global infrastructure. Our products include electron tubes and related components, microwave generators, subsystems used in semiconductor manufacturing and visual technology solutions. These products are used to control, switch or amplify electrical power signals, or are used as display devices in a variety of industrial, commercial, medical and communication applications. We have three operating and reportable segments, which we define as follows: Power and Microwave Technologies Group (“PMT”) combines our core engineered solutions 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, alternative energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific and semiconductor markets. PMT focuses on various applications including broadcast transmission, CO2 laser cutting, diagnostic imaging, dielectric and induction heating, high energy transfer, high voltage switching, plasma, power conversion, radar and radiation oncology. PMT also offers its customers technical services for both microwave and industrial equipment. Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical original equipment manufacturers 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 and deliver better clinical outcomes while lowering the cost of healthcare delivery. We currently have operations in the following major geographic regions: North America, Asia/Pacific, Europe and Latin America. Customer Concentration: No one customer represented more than 10 percent of our total accounts receivable balance as of May 29, 2021 or May 30, 2020. No one customer accounted for more than 10 percent of the Company’s consolidated net sales in fiscal 2021, fiscal 2020 or fiscal 2019. 36 Supplier Concentration: One of our suppliers represented 15 percent of our total cost of sales in fiscal 202 1 , 16 percent in fiscal 20 20 and 11 percent in fiscal 2019. The amount owed to this supplier was approximately $ 2.1 million as of May 29, 2021 and $ 1.3 million as of May 30, 2020. 2. BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP for all fiscal years presented. The consolidated financial statements include our wholly owned subsidiaries. All intercompany transactions and account balances have been eliminated in consolidation. Our fiscal year 2021 began on May 31, 2020 and ended on May 29, 2021, fiscal year 2020 began on June 2, 2019 and ended on May 30, 2020 and our fiscal year 2019 began on June 3, 2018 and ended on June 1, 2019. Unless otherwise noted, all references to a particular year in this document shall mean our fiscal year. 3. SIGNIFICANT ACCOUNTING POLICIES AND DISCLOSURES Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management continuously evaluates its critical accounting policies and estimates, including the allowance for doubtful accounts, revenue recognition, inventory obsolescence, intangible assets, loss contingencies and income taxes. Management bases the estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, however, actual results could differ from those estimates. Fair Values of Financial Instruments: The fair values of financial instruments are determined based on quoted market prices and market interest rates as of the end of the reporting period. Our financial instruments include investments, accounts receivable, accounts payable and accrued liabilities. The fair values of these financial instruments approximate carrying values at May 29, 2021 and May 30, 2020. Cash and Cash Equivalents: We consider short-term, highly liquid investments that are readily convertible to known amounts of cash, and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates, and that have a maturity of three months or less, when purchased, to be cash equivalents. The carrying amounts reported in the balance sheet for cash and cash equivalents approximate the fair market value of these assets. Allowance for Doubtful Accounts: Our allowance for doubtful accounts includes estimated losses that result from uncollectible receivables. The estimates are influenced by the following: continuing credit evaluation of customers’ financial conditions; aging of receivables, individually and in the aggregate; a large number of customers which are widely dispersed across geographic areas; and collectability and delinquency history by geographic area. Significant changes in one or more of these considerations may require adjustments affecting net income and net carrying value of accounts receivable. The allowance for doubtful accounts was approximately $ 0.2 million as of May 29, 2021 and $ 0.3 million as of May 30, 2020. 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. Revenue Recognition: The Company has a number of defined revenue streams across our reportable segments. Distribution is the Company’s largest revenue stream. The distribution business does not include a separate service bundled with the product sold or sold on top of the product. Distribution typically includes products purchased from our suppliers, stocked in our warehouses and then sold to our customers. Revenue is recognized when control of the promised goods is transferred to our customers, which is simultaneous with 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 of, the remaining benefits from the goods. Our transaction price consideration is fixed, unless otherwise disclosed below as variable consideration. G enerally, 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. The Company also sells 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. 37 The Company recognizes services revenue when the repair, installation or training is performed. The services we provide are relatively short in duration and 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. We also record discounts taken and estimate returns based on historical experience. Our products are often manufactured to meet the specific design needs of our customers’ applications. Our engineers work closely with customers to ensure that our products will meet their needs. Our customers are under no obligation to compensate us for designing the products we sell. Contracts with customers A revenue contract exists once a customer purchase order is received, reviewed and accepted. Prior to accepting a customer purchase order, we review the credit worthiness of the customer. Purchase orders are deemed to meet the collectability criterion once the customer’s credit is approved. Contract Liabilities: Contract liabilities and revenue recognized were as follows ( in thousands ): May 30, 2020 Additions Revenue Recognized May 29, 2021 Contract liabilities (deferred revenue) $ 1,671 $ 4,614 $ ( 2,972 ) $ 3,313 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 consolidated balance sheets. Performance obligations and satisfaction of performance obligation in the contract Each accepted purchase order identifies a distinct good or service as the performance obligation. The goods are generally standard products we purchased from a supplier and stocked on our shelves. They can also be customized products purchased from a supplier or products that are customized or have value added to them in house prior to shipping to the customer. 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 do not require, upon cancelation, the customer to pay fees that are commensurate with the work performed. Each purchase order explicitly states the goods or service that we promise to transfer to the customer. The promises to the customer are limited only to those goods or service. 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. For shipping point, the Company is making the election under ASC 606-10-25-18B 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. 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. Determine the transaction price and variable consideration The transaction price for each product is the amount invoiced to the customer. Each product on a purchase order is a separate performance obligation with an observable standalone selling price. The transaction price is a fixed price per unit, except for the variable consideration. The Company elects to exclude sales tax from the transaction price. Recognize revenue when the entity satisfies a performance obligation W e recognize revenue at a point in time when title transfers to the customer, at the shipping point for FOB shipping contracts and at the customer’s delivery location for FOB destination contracts. We believe that the transfer of title best represents when the customer obtains control of the goods. Prior to that date, we do not have right to payment, and the significant risks and rewards remain with us. The significant risks and rewards of ownership of the inventory transfer simultaneously with the transfer of title. The customer’s acceptance of the goods is based on objective measurements, not subjective. 38 Additional considerations Sale with right of return: Our return policy is available to customers in our terms and conditions found on our website www.rell.com. The policy varies by business unit. The Company allows returns with prior written authorization and we allow returns within ten days of shipment for replacement parts. The Company maintains a reserve for returns based on historical trends that covers all contracts and revenue streams using the expected value method because we have a large number of contracts with similar characteristics, which is considered variable consideration. The reserve for returns creates a refund liability on our balance sheet as a contra Trade Accounts Receivable as well as an asset in inventory. We value the inventory at cost due to there being minimal or no costs to the Company as we generally require the customer to pay freight and we typically do not have costs associated with activities such as relabeling or repackaging. The reserve is considered immaterial at each balance sheet date for further consideration. Returns for defective product are typically covered by our suppliers’ warranty, thus, returns for defective product are not factored into our reserve. Warranties: We offer warranties for the limited number of specific products we manufacture. For further information regarding the impact of warranties see the Warrantie s discussion included elsewhere in Note 3. Principal versus agent considerations: Principal versus agent guidance was considered for customized products that are provided by our suppliers versus manufactured by the Company. The Company acts as the principal as we are responsible for satisfying the performance obligation. We have primary responsibility for fulfilling the contract, we have inventory risk prior to delivery to our customer, we establish prices, our consideration is not in the form of a commission and we bear the credit risk. The Company recognizes revenue in the gross amount of consideration. See Note 9, Segment and Geographic Information, 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. Foreign Currency Translation: The functional currency is the local currency at all foreign locations, with the exception of Hong Kong, where the functional currency is the U.S. dollar. Balance sheet items for our foreign entities, included in our consolidated balance sheets, are translated into U.S. dollars at end-of-period spot rates. Gains and losses resulting from translation of foreign subsidiary financial statements are credited or charged directly to accumulated other comprehensive income, a component of stockholders’ equity. Revenues and expenses are translated at the current rate on the date of the transaction. Gains and losses resulting from foreign currency transactions are included in income. Foreign exchange (gain) loss reflected in our consolidated statements of comprehensive income (loss) were $ 0.8 million loss during fiscal 2021, a small gain during fiscal 2020 and a loss of less than $ 0.1 million during fiscal 2019. Shipping and Handling Fees and Costs: Shipping and handling costs billed to customers are reported as revenue and the related costs are reported as a component of cost of sales. Inventories, net: Our consolidated inventories are stated at the lower of cost and net realizable value, generally using a weighted-average cost method. Our net inventories include approximately $ 57.0 million of finished goods, $ 3.9 million of raw materials and $ 2.6 million of work-in-progress as of May 29, 2021 as compared to approximately $ 51.8 million of finished goods, $ 3.6 million of raw materials and $ 2.1 million of work-in-progress as of May 30, 2020. The inventory reserve as of May 29, 2021 was $ 5.9 million compared to $ 5.4 million as of May 30, 2020. 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. We recorded provisions to our inventory reserves of $ 1.0 million, $ 1.0 million and $ 1.1 million during fiscal 2021, fiscal 2020 and fiscal 2019, respectively, which were included in cost of sales. The provisions were primarily for obsolete and slow moving parts. The parts were written down to estimated realizable value. 39 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. Investments: As of May 29, 2021, we had no investments. As of May 30, 2020, we invested in time deposits and certificates of deposit (“CDs”) in the amount of $ 16.0 million. We liquidated our investments in the fourth quarter of 2021. Intangible Assets: Intangible assets are initially recorded at their fair market values determined by quoted market prices in active markets, if available, or recognized valuation models. Intangible assets that have finite useful lives are amortized over their useful lives either on a straight-line basis or over their projected future cash flows and are tested for impairment when events or changes in circumstances occur that indicate possible impairment. Our intangible assets represent the fair value for trade name, customer relationships, non-compete agreements and technology acquired in connection with the acquisitions. Property, Plant and Equipment: Property, plant and equipment are stated at cost, net of accumulated depreciation. Improvements and replacements are capitalized while expenditures for maintenance and repairs are charged to expense as incurred. Provisions for depreciation are computed using the straight-line method over the estimated useful life of the asset. Depreciation expense was approximately $ 3.2 million, $ 3.1 million and $ 2.9 million during fiscal 2021, fiscal 2020 and fiscal 2019, respectively. Property, plant and equipment consist of the following ( in thousands ): May 29, 2021 May 30, 2020 Land and improvements $ 1,385 $ 1,385 Buildings and improvements 22,837 22,525 Computer, communications equipment and software 11,029 10,775 Machinery and other equipment 14,930 14,326 Construction in progress 1,429 750 $ 51,610 $ 49,761 Accumulated depreciation ( 34,543 ) ( 32,087 ) Property, plant, and equipment, net $ 17,067 $ 17,674 Construction in progress at May 29, 2021 includes $ 0.8 million related to our Healthcare growth initiatives. All projects are expected to be completed before the end of fiscal 2022. Supplemental disclosure information of the estimated useful life of the assets: Land improvements 10 years Buildings and improvements 10 - 30 years Computer, communications equipment and software 3 - 10 years Machinery and other equipment 3 - 20 years We review property and equipment, definite-lived intangible assets and other long-lived assets for impairment whenever adverse events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. 40 If adverse events do occur, our impairment review is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of our assets and liabilities. This analysis requires management judgment with respect to changes in technology, the continued success of product lines and future volume, revenue and expense growth rates. We conduct annual reviews for idle and underutilized equipment and review business plans for possible impairment. Impairment occurs when the carrying value of the assets exceeds the future undiscounted cash flows expected to be earned by the use of the asset or asset group. When impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset or asset group and an impairment charge is recorded for the difference between the carrying value and the estimated fair value. Additionally, we also evaluate the remaining useful life of each reporting period to determine whether events and circumstances warrant a revision to the remaining period of depreciation or amortization. If the estimate of a long-lived asset’s remaining useful life is changed, the remaining carrying amount of the asset is amortized prospectively over that revised remaining useful life. Accrued Liabilities: Accrued liabilities consist of the following ( in thousands ): May 29, 2021 May 30, 2020 Compensation and payroll taxes $ 4,945 $ 3,469 Accrued severance 685 650 Professional fees 533 471 Deferred revenue 3,313 1,671 Other accrued expenses 4,706 4,063 Accrued Liabilities $ 14,182 $ 10,324 Warranties: We offer 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 income (loss). 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 consolidated balance sheets. The warranty reserves are determined based on known product failures, historical experience and other available evidence. Changes in the warranty reserve during fiscal 2021 and fiscal 2020 were as follows ( in thousands ): Warranty Reserve Balance at June 1, 2019 $ 295 Accruals for products sold 201 Utilization ( 30 ) Balance at May 30, 2020 $ 466 Accruals for products sold 121 Utilization ( 39 ) Balance at May 29, 2021 $ 548 Other Non-Current Liabilities: Other non-current liabilities of $ 1.4 million at May 29, 2021 and $ 0.8 million at May 30, 2020, primarily represent employee-benefits obligations in various non-US locations. 41 Share-Based Compensation: We measure and recognize share-based compensation cost at fair value for all share-based payments, including stock options and restricted stock awards. We estimate fair value using the Black-Scholes option-pricing model, which requires assumptions such as expected volatility, risk-free interest rate, expected life and dividends. Compensation cost is recognized using a graded vesting schedule over the applicable vesting period. Share-based compensation expense totaled approximately $ 0.7 million during fiscal 2021, $ 0.7 million during fiscal 2020 and $ 0.7 million during fiscal 2019. Stock options granted generally vest over a period of five years and have contractual terms to exercise of 10 years. A summary of stock option activity is as follows ( in thousands, except option prices and years): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (1) Options Outstanding at June 2, 2018 1,195 $ 8.89 Granted 279 9.02 Exercised ( 46 ) 5.61 Forfeited ( 58 ) 8.10 Cancelled ( 6 ) 5.03 Options Outstanding at June 1, 2019 1,364 $ 9.08 Granted 187 5.61 Exercised ( 10 ) 5.67 Cancelled ( 114 ) 6.87 Options Outstanding at May 30, 2020 1,427 $ 8.83 Granted 188 4.26 Exercised ( 49 ) 5.93 Forfeited ( 7 ) 5.96 Cancelled ( 104 ) 12.53 Options Outstanding at May 29, 2021 1,455 $ 8.08 5.5 $ 2,114 Options Vested at May 29, 2021 950 $ 9.11 4.2 $ 833 (1) Includes only those options that were in-the-money as of May 29, 2021. Stock options for which the exercise price exceeded the market price have been omitted. Fluctuations in the intrinsic value of both outstanding and exercisable options may result from changes in underlying stock price and timing and volume of option grants, exercises and forfeitures. There were 48,825 stock options exercised during fiscal 2021, with cash received of $ 0.3 million. The total intrinsic value of options exercised was $ 0.1 million during fiscal 2021 and was less than $ 0.1 million during both fiscal 2020 and fiscal 2019. The weighted average fair value of stock option grants was $ 0.49 during fiscal 2021, $ 0.81 during fiscal 2020 and $ 1.71 during fiscal 2019. As of May 29, 2021, total unrecognized compensation costs related to unvested stock options and restricted stock awards was approximately $ 0.8 million, which is expected to be recognized over the remaining weighted average period of approximately two to four years . The total grant date fair value of stock options vested during fiscal 2021 was $ 0.2 million. The fair value of stock options is estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: Fiscal Year Ended May 29, 2021 May 30, 2020 June 1, 2019 Expected volatility 27.72 % 24.48 % 22.24 % Risk-free interest rate 0.45 % 1.91 % 2.82 % Expected lives (years) 6.50 6.50 6.36 Annual cash dividend $ 0.24 $ 0.24 $ 0.24 42 The expected volatility assumptions are based on historical experience commensurate with the expected term. The risk-free interest rate is based on the yield of a treasury note with a remaining term equal to the expected life of the stock option. The expected stock option life assumption is based on the Securities and Exchange Commission’s (“SEC”) guidance in Staff Accounting Bulletin (“SAB”) No. 107 (“SAB No. 107”). For stock options granted during fiscal 2021, fiscal 2020 and fiscal 2019, we believe that our historical stock option experience does not provide a reasonable basis upon which to estimate expected term. The following table summarizes information about stock options outstanding at May 29, 2021 ( in thousands, except option prices and years ): Outstanding Vested Exercise Price Range Shares Weighted Average Exercise Price Weighted Average Life Aggregate Intrinsic Value Shares Weighted Average Exercise Price Weighted Average Life Aggregate Intrinsic Value $4.26 to $6.47 566 $ 5.26 7.6 $ 1,866 220 $ 5.65 6.4 $ 638 $6.90 to $10.01 548 $ 8.67 5.7 $ 248 390 $ 8.69 5.2 $ 195 $11.14 to $13.76 341 $ 11.82 1.6 $ — 340 $ 11.82 1.6 $ — Total 1,455 $ 8.08 5.5 $ 2,114 950 $ 9.11 4.2 $ 833 As of May 29, 2021 a summary of restricted stock award transactions was as follows ( in thousands ): Unvested Restricted Shares Unvested at June 1, 2019 116 Granted 73 Vested ( 47 ) Unvested at May 30, 2020 142 Granted 73 Vested ( 71 ) Unvested at May 29, 2021 144 Compensation effects arising from issuing stock awards have been charged against income and recorded as additional paid-in-capital in the consolidated statements of stockholders’ equity during fiscal 2021, fiscal 2020 and fiscal 2019. The Employees’ Amended and Restated 2011 Long-Term Incentive Compensation Plan (the “Plan”) authorizes the issuance of up to 3,500,000 shares as incentive stock options, non-qualified stock options or stock awards. Under this plan, 1,558,000 shares are reserved for future issuance. The Plan authorizes the granting of stock options at the fair market value at the date of grant. Generally, these options become exercisable over five years and expire up to 10 years from the date of grant. Restricted stock awards vest on the anniversary of the grant date in three equal installments. Earnings per Share: We have authorized 17,000,000 shares of common stock, and 3,000,000 shares of Class B common stock. The Class B common stock has 10 votes per share and has transferability restrictions; however, Class B common stock may be converted into common stock on a share-for-share basis at any time. With respect to dividends and distributions, shares of common stock and Class B common stock rank equally and have the same rights, except that Class B common stock cash dividends are limited to 90 % of the amount of Class A common stock cash dividends. In accordance with ASC 260-10, Earnings Per Share (“ASC 260”), our Class B common stock is considered a participating security requiring the use of the two-class method for the computation of basic and diluted earnings per share. The two-class computation method for each period reflects the cash dividends paid per share for each class of stock, plus the amount of allocated undistributed earnings per share computed using the participation percentage which reflects the dividend rights of each class of stock. Basic and diluted earnings per share were computed using the two-class method as prescribed in ASC 260. The shares of Class B common stock are considered to be participating convertible securities since the shares of Class B common stock are convertible on a share-for-share basis into shares of common stock and may participate in dividends with common stock according to a predetermined formula which is 90% of the amount of Class A common stock cash dividends. 43 The earnings per share (“EPS”) presented in our consolidated statements of comprehensive income (loss) are based on the following ( in thousands, except per share amounts ): For the Fiscal Year Ended May 29, 2021 May 30, 2020 June 1, 2019 Basic Diluted Basic Diluted Basic Diluted Numerator for Basic and Diluted EPS: Net income (loss) $ 1,655 $ 1,655 $ ( 1,838 ) $ ( 1,838 ) $ ( 7,328 ) $ ( 7,328 ) Less dividends: Common stock 2,669 2,669 2,648 2,648 2,621 2,621 Class B common stock 453 453 453 453 455 455 Undistributed losses $ ( 1,467 ) $ ( 1,467 ) $ ( 4,939 ) $ ( 4,939 ) $ ( 10,404 ) $ ( 10,404 ) Common stock undistributed losses $ ( 1,254 ) $ ( 1,255 ) $ ( 4,217 ) $ ( 4,217 ) $ ( 8,866 ) $ ( 8,866 ) Class B common stock undistributed losses ( 213 ) ( 212 ) ( 722 ) ( 722 ) ( 1,538 ) ( 1,538 ) Total undistributed losses $ ( 1,467 ) $ ( 1,467 ) $ ( 4,939 ) $ ( 4,939 ) $ ( 10,404 ) $ ( 10,404 ) Denominator for Basic and Diluted EPS: Common stock weighted average shares 11,105 11,105 11,026 11,026 10,923 10,923 Effect of dilutive securities Dilutive stock options 59 — — Denominator for diluted EPS adjusted for weighted average shares and assumed conversions 11,164 11,026 10,923 Class B common stock weighted average shares, and shares under if-converted method for diluted EPS 2,097 2,097 2,097 2,097 2,106 2,106 Net income (loss) per share: Common stock $ 0.13 $ 0.13 $ ( 0.14 ) $ ( 0.14 ) $ ( 0.57 ) $ ( 0.57 ) Class B common stock $ 0.11 $ 0.11 $ ( 0.13 ) $ ( 0.13 ) $ ( 0.51 ) $ ( 0.51 ) Note : There were no common stock options that were anti-dilutive for fiscal 2021. For fiscal 2020 and fiscal 2019, the common stock options that were anti-dilutive and not included in diluted earnings per common share were 1,120 and 882 , respectively. New Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 (as amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and 2020-02) introduces 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 will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. The new standard is effective for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. 4 . RELATED PARTY TRANSACTION 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 shall be entitled to extend the term of the lease for a period of an additional five years by notifying the landlord in writing of its intention to do so within 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. The lease agreement provides for monthly payments over five years with total future minimum lease payments of $ 0.6 million. Rental expense related to this lease amounted to $ 0.1 million for the fiscal years ended May 29, 2021, May 30, 2020 and June 1, 2019. 44 5 . GOODWILL AND INTANGIBLE ASSETS Goodwill As a result of the Company’s annual impairment review as of March 3, 2019, and after reviewing the totality of events and circumstances as provided in ASU 2011-08, we determined that it was more likely than not that the fair value for the IMES reporting unit was less than its carrying value. Accordingly, we performed the quantitative impairment test using the income method, which was based on a discounted future cash flow approach that used the significant assumptions of projected revenue, projected operational profit, terminal growth rates and the cost of capital. The Guideline Public Company Method was also considered in the goodwill impairment assessment. The quantitative impairment test determined that IMES reporting unit‘s carrying value exceeded its fair value by an amount that exceeded the recorded goodwill balance. As a result, in the fourth quarter of fiscal 2019, the Company recorded a non-cash goodwill impairment charge of $ 6.3 million for the full amount of the goodwill associated with the IMES reporting unit. Intangible Assets Intangible assets are initially recorded at their fair market values determined by quoted market prices in active markets, if available, or recognized valuation models. Intangible assets that have finite useful lives are amortized over their useful lives and are tested for impairment when events or changes in circumstances occur that indicate possible impairment. No impairment was recognized in fiscal 2021, fiscal 2020 or fiscal 2019. Our intangible assets represent the fair value for trade name, customer relationships, non-compete agreements and technology acquired in connection with our acquisitions. Intangible assets subject to amortization were as follows (in thousands) : May 29, 2021 May 30, 2020 Gross Amounts: Trade Name $ 659 $ 659 Customer Relationships (1) 3,426 3,388 Non-compete Agreements 177 177 Technology 230 230 Total Gross Amounts $ 4,492 $ 4,454 Accumulated Amortization: Trade Name $ 659 $ 659 Customer Relationships 1,249 1,000 Non-compete Agreements 177 161 Technology 137 129 Total Accumulated Amortization $ 2,222 $ 1,949 Net Intangible Assets $ 2,270 $ 2,505 (1) Change from prior periods reflect impact of foreign currency translation. Under ASC 350, companies must perform the annual test for impairment for indefinite life intangible assets, for which the Company has none, as well as test definite life assets for impairment in the event of a “trigger event” such as adverse changes in the business climate or market which might negatively impact the value of a reporting unit. We determined that the intangible assets were not impaired as of May 29, 2021 on the basis that no adverse events or changes in circumstances were identified that could indicate that the carrying amounts of such assets may not be recoverable. 45 The amortization expense associated with the intangible assets subject to amortization for the next five years is presented in the following table (in thousands) : Fiscal Year Amortization Expense 2022 $ 253 2023 246 2024 233 2025 220 2026 185 Thereafter 1,133 Total amortization expense $ 2,270 The amortization expense associated with the intangible assets totaled approximately $ 0.2 million during fiscal 2021, fiscal 2020 and fiscal 2019. The weighted average number of years of amortization expense remaining is 12.4 years. 6 . LEASE OBLIGATIONS AND OTHER COMMITMENTS The Company leases real and personal property in the normal course of business under various operating and financing leases. The Company has two types of operating leases: leases for facility space and leases for automobiles. Most of the leased facility space is for sales and general office use. Automobile leases are used throughout the Company. The financing lease is used for our computer servers The new standard was effective for the Company on June 2, 2019. The FASB issued ASU 2018-11, targeted improvements to Topic 842, which includes an option to not restate comparative periods in transition and elect to use the effective date of Topic 842 as the date of initial application of transition. We adopted the new standard applying the new transition method allowed under ASU 2018-11. As a result of adopting Topic 842, at June 2, 2019, we recognized operating right-of-use assets of $ 3.6 million, financing right-of-use assets of $ 0.5 million, operating lease liabilities of $ 3.8 million and financing lease liabilities of $ 0.5 million. 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 is reasonably certain it will renew the lease. The standard did not have a material impact on our results of operations or cash flows. The gross amounts of assets and liabilities related to both operating and financing leases at May 29, 2021 and May 30, 2020 were as follows (in thousands) : Lease Type May 29, 2021 May 30, 2020 Operating lease ROU asset $ 2,262 $ 3,018 Financing lease ROU asset 308 401 Total Lease ROU asset $ 2,570 $ 3,419 Operating lease liability current $ 918 $ 1,329 Financing lease liability current 148 156 Total lease liability current $ 1,066 $ 1,485 Operating lease liability non-current $ 1,358 $ 1,778 Financing lease liability non-current - 163 Total lease liability non-current $ 1,358 $ 1,941 46 The components of lease costs for fiscal 2021 and fiscal 2020 were as follows (in thousands) : Lease Type Classification Fiscal Year Ended May 29, 2021 Fiscal Year Ended May 30, 2020 Consolidated operating lease expense Operating expenses $ 1,939 $ 1,963 Consolidated financing lease amortization Operating expenses 92 62 Consolidated financing lease interest Interest expense 11 22 Consolidated financing lease expense 103 84 Net lease cost $ 2,042 $ 2,047 Rent expense for fiscal 2021, fiscal 2020 and fiscal 2019 was $ 1.7 million, $ 1.8 million, and $ 1.7 million, respectively. Our future lease commitments for minimum rentals, including common area maintenance charges and property taxes during the next five years are as follows (in thousands) : Fiscal Year Operating Leases Financing Leases Total 2022 $ 993 $ 151 $ 1,144 2023 713 — 713 2024 441 — 441 2025 210 — 210 2026 38 — 38 Thereafter 36 — 36 Total lease payments 2,431 151 2,582 Less imputed interest 155 3 158 Net minimum lease payments $ 2,276 $ 148 $ 2,424 The weighted average remaining lease terms and interest rates of leases held by the Company as of May 29, 2021 were as follows: Lease Type Weighted Average Remaining Lease Term in Years Weighted Average Interest Rate Operating leases 2.7 4.6 % Financing leases 0.9 4.6 % The cash outflows of the leasing activity of the Company as lessee for fiscal 2021 and fiscal 2020 were as follows (in thousands) : Fiscal Year Ended Cash Flow Source Classification May 29, 2021 May 30, 2020 Operating cash flows from operating leases Operating activities $ 831 $ 924 Operating cash flows from financing leases Operating activities 170 149 Finance cash flows from financing leases Financing activities 181 166 7 . INCOME TAXES Income (loss) before income taxes included the following components ( in thousands ): Fiscal Year Ended May 29, 2021 May 30, 2020 June 1, 2019 United States $ 1,077 $ ( 3,716 ) $ ( 9,971 ) Foreign 1,231 2,502 3,660 Income (loss) before income taxes $ 2,308 $ ( 1,214 ) $ ( 6,311 ) 47 The provision for income taxes for fiscal 2021, fiscal 2020 and fiscal 2019 consisted of the following ( in thousands ): Fiscal Year Ended May 29, 2021 May 30, 2020 June 1, 2019 Current: Federal $ 108 $ — $ 33 State — — 3 Foreign 665 616 652 Total current $ 773 $ 616 $ 688 Deferred: Federal $ — $ ( 88 ) $ ( 104 ) Foreign ( 120 ) 96 433 Total deferred $ ( 120 ) $ 8 $ 329 Income tax provision $ 653 $ 624 $ 1,017 The differences between income taxes at the U.S. federal statutory income tax rate of 21.0 % for fiscal 2021, fiscal 2020 and fiscal 2019 and the reported income tax provision for fiscal 2021, fiscal 2020 and fiscal 2019, are summarized as follows: Fiscal Year Ended May 29, 2021 May 30, 2020 June 1, 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % Effect of: State income taxes, net of federal tax benefit 21.6 6.6 5.4 Foreign taxes at other rates 10.5 ( 15.3 ) ( 4.1 ) Permanent tax differences 18.3 ( 41.1 ) ( 16.1 ) Change in valuation allowance for deferred tax assets ( 49.7 ) ( 29.8 ) ( 22.8 ) Return to provision adjustments 2.2 1.4 ( 0.5 ) Other 4.4 5.8 1.0 Effective tax rate 28.3 % ( 51.4 )% ( 16.1 )% 48 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components as of May 29, 2021 and May 30, 2020 were as follows ( in thousands ): Fiscal Year Ended May 29, 2021 May 30, 2020 Deferred tax assets: NOL carryforwards - foreign and domestic $ 7,362 $ 7,834 Inventory valuations 1,501 1,388 Goodwill 1,286 1,390 Foreign tax credits 1,782 1,782 Severance reserve 185 165 Foreign capital loss 1,261 1,167 Other 1,469 1,847 Subtotal $ 14,846 $ 15,573 Valuation allowance - foreign and domestic ( 12,225 ) ( 12,322 ) Net deferred tax assets after valuation allowance $ 2,621 $ 3,251 Deferred tax liabilities: Accelerated depreciation $ ( 2,279 ) $ ( 2,944 ) Tax on undistributed earnings ( 24 ) ( 24 ) Other 18 13 Subtotal $ ( 2,285 ) $ ( 2,955 ) Net deferred tax assets $ 336 $ 296 Supplemental disclosure of net deferred tax assets, excluding valuation allowance: Domestic $ 10,653 $ 10,925 Foreign 1,913 1,693 Total $ 12,566 $ 12,618 On December 22, 2017, the U.S. government enacted new tax legislation, Tax Cuts and Jobs Act (the “Act”). The Company was subject to requirements of the Act beginning in fiscal 2019. Provisions include an income inclusion for global intangible low-taxed income (“GILTI”), a tax determined by base erosion and anti-avoidance tax (“BEAT”) related to certain payments between a U.S. corporation and foreign related entities, a limitation of certain executive compensation and a deduction for foreign derived intangible income. The Company has determined its accounting policy to treat the taxes due on GILTI as a period cost. The Company is not subject to the BEAT provision due to the revenue thresholds. During fiscal 2021, final regulations were released that provide taxpayers with a high tax exception (“HTE”) election. Given the Company’s tax profile, the Company intends to make such election with its fiscal 2021 tax return, and the forecasted GILTI inclusion has been estimated assuming the HTE is elected. The Company made this election on its fiscal 2020 tax return, adjusting its NOL and offsetting valuation allowance. As of May 29, 2021, we had approximately $ 3.0 million of net deferred tax assets related to federal net operating loss (“NOL”) carryforwards, compared to $ 3.7 million as of May 30, 2020. Net deferred tax assets related to domestic state NOL carryforwards at May 29, 2021 amounted to approximately $ 3.9 million, compared to $ 3.8 million at May 30, 2020. Net deferred tax assets related to foreign NOL carryforwards as of May 29, 2021 totaled approximately $ 0.4 million with various or indefinite expiration dates. The amount of net deferred tax assets related to foreign NOL carryforwards was $ 0.3 million as of May 30, 2020. We also had a domestic net deferred tax asset of $ 1.8 million of foreign tax credit carryforwards as of both May 29, 2021 and May 30, 2020. We did no t have any alternative minimum tax credit carryforward as of May 29, 2021. We have historically determined that 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 in both fiscal 2021 and fiscal 2020. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant component of objective evidence evaluated was the cumulative income or loss incurred in each jurisdiction over the three-year period ended May 29, 2021. Such objective evidence limits the ability to consider subjective evidence such as future income projections. We considered other positive evidence in determining the need for a 49 valuation allowance in the U.S. including the subpart F and GILTI inclusions of our foreign earnings. The weight of this positive evidence is not sufficient to outweigh other negative evidence in evaluating our need for a valuation allowance in the U.S. jurisdiction. As of May 29, 2021, a valuation allowance of $ 12.2 million was established to record only the portion of the deferred tax asset that will more likely than not be realized. The valuation allowance as of May 30, 2020 was $ 12.3 million. We recorded a valuation allowance for all domestic federal and state net deferred tax assets considering the significant cumulative losses in the U.S. jurisdiction and the reversal of the deferred tax liability for foreign earnings. The valuation allowance also related to deferred tax assets in foreign jurisdictions where historical taxable losses have been incurred. 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. Income taxes paid, including foreign estimated tax payments, were $ 0.1 million, $ 1.0 million and $ 0.3 million, during fiscal 2021, fiscal 2020 and fiscal 2019, respectively. In the normal course of business, we are subject to examination by taxing authorities throughout the world. Generally, years prior to fiscal 2015 are closed for examination under the statute of limitation for U.S. federal, U.S. state and local or non-U.S. tax jurisdictions. We are currently under examination in Thailand (fiscal 2008 through 2011) and Germany (fiscal 2015 through 2018). 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 2018. The uncertain tax positions as of both May 29, 2021 and May 30, 2020 were $ 0.1 million. We record penalties and interest related to uncertain tax positions in the income tax expense line item within the Consolidated Statements of Comprehensive Income (Loss). Accrued interest and penalties were included within the related tax liability line in the Consolidated Balance Sheets. We have no t recorded a liability for interest and penalties as of May 29, 2021 or May 30, 2020. It is not expected that there will be a change in the unrecognized tax benefits due to the expiration of various statutes of limitations within the next twelve months. The following table summarizes the activity related to the unrecognized tax benefits (in thousands ): Fiscal Year Ended May 29, 2021 May 30, 2020 Unrecognized tax benefits, beginning of period $ 129 $ 130 Currency translation adjustment 13 ( 1 ) Unrecognized tax benefits, end of period $ 142 $ 129 8. EMPLOYEE BENEFIT PLANS Employee Profit Sharing Plan: The employee profit sharing plan is a defined contribution profit sharing plan. The profit sharing plan has a 401(k) provision whereby we match 50 % of employee contributions up to 4.0 % of pay. Charges to expense for matching contributions to this plan were $ 0.6 million, $ 0.5 million and $ 0.5 million, during fiscal 2021, fiscal 2020 and fiscal 2019, respectively. 9. SEGMENT AND GEOGRAPHIC INFORMATION In accordance with ASC 280-10, Segment Reporting , we have identified three reportable segments: PMT, Canvys and Healthcare. 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, alternative energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific and semiconductor markets. PMT focuses on various applications including broadcast transmission, CO2 laser cutting, diagnostic imaging, dielectric and induction heating, high energy transfer, high voltage switching, plasma, power conversion, radar and radiation oncology. PMT also offers its customers technical services for both microwave and industrial equipment. Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical original equipment manufacturers markets. Our engineers design, manufacture, source and support a full spectrum of solutions to 50 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 and deliver better clinical outcomes while lowering the cost of healthcare delivery. The CEO, who is the chief operating decision maker, evaluates performance and allocates resources primarily based on the gross profit of each segment. Operating results by segment are summarized in the following table ( in thousands ): Fiscal Year Ended May 29, 2021 May 30, 2020 June 1, 2019 PMT Net Sales $ 137,280 $ 118,480 $ 128,902 Gross Profit 45,951 38,288 40,254 Canvys Net Sales $ 29,319 $ 28,926 $ 27,968 Gross Profit 10,274 9,313 9,085 Healthcare Net Sales $ 10,338 $ 8,492 $ 9,782 Gross Profit 2,600 2,072 2,396 A reconciliation of assets to the relevant consolidated amount is as follows ( in thousands ): May 29, 2021 May 30, 2020 Segment assets $ 100,638 $ 89,231 Cash and cash equivalents 43,316 30,535 Investments - current — 16,000 Other current assets (1) 1,918 2,545 Net property, plant and equipment 9,300 10,267 Operating lease ROU asset 732 1,285 Financing lease ROU asset 308 401 Other assets - non-current deferred income taxes 541 456 Total assets $ 156,753 $ 150,720 (1) Other current assets include miscellaneous receivables and prepaid expenses. Assets are not disclosed by reportable segment as the Company does not track assets by reportable segment and certain assets are not specific to any reportable segment. Capital expenditures for our Healthcare segment during fiscal 2021 and fiscal 2020 were approximately $ 1.7 million and $ 0.4 million, respectively. In addition, we also had capital expenditures during fiscal 2021 and fiscal 2020 related to the Company’s ERP system as well as facilities that were not specific to any particular reportable segment. Geographic net sales information is primarily grouped by customer destination into five areas: North America; Asia/Pacific; Europe; Latin America; and Other. 51 Net sales and gross profit by geographic region are summarized in the following table ( in thousands ): Fiscal Year Ended May 29, 2021 May 30, 2020 June 1, 2019 Net Sales North America $ 73,625 $ 65,259 $ 66,228 Asia/Pacific 40,839 32,979 34,681 Europe 52,549 49,394 55,038 Latin America 9,651 8,308 10,653 Other (1) 273 ( 42 ) 52 Total $ 176,937 $ 155,898 $ 166,652 Gross Profit North America $ 28,639 $ 24,494 $ 24,776 Asia/Pacific 13,520 10,629 10,905 Europe 16,958 15,483 17,425 Latin America 3,405 2,804 3,863 Other (1) ( 3,697 ) ( 3,737 ) ( 5,234 ) Total $ 58,825 $ 49,673 $ 51,735 (1) Other includes primarily net sales not allocated to a specific geographical region, unabsorbed value-add costs and other unallocated expenses. Major Customers During fiscal 2021, fiscal 2020 and fiscal 2019, no one customer accounted for more than 10 percent of the Company’s consolidated net sales. We sell our products to customers in diversified industries and perform periodic credit evaluations of our customers’ financial condition. Terms are generally on open account, payable net 30 days in North America, and vary throughout Asia/Pacific, Europe and Latin America. Estimates of credit losses are recorded in the financial statements based on monthly reviews of outstanding accounts. Net assets by geographic region are summarized in the following table ( in thousands ): Fiscal Year Ended May 29, 2021 May 30, 2020 Net Assets North America $ 77,698 $ 81,533 Asia/Pacific 10,547 10,370 Europe 31,289 24,973 Latin America 2,026 1,784 Total $ 121,560 $ 118,660 The Company had long-lived assets of $ 19.3 million as of May 29, 2021 and $ 20.2 million as of May 30, 2020. The long-lived assets, which include our fixed assets and intangibles, were primarily in the US. There were approximately $ 0.4 million of long-lived assets that belong to our foreign affiliates as of May 29, 2021 and $ 0.6 million as of May 30, 2020. The Company had depreciation and amortization expense of $ 3.4 million, $ 3.4 million and $ 3.2 million for fiscal 2021, fiscal 2020 and fiscal 2019, respectively. The depreciation and amortization, which includes our fixed assets and intangibles, were primarily in the US. Depreciation and amortization expense that belong to our foreign affiliates was approximately $ 0.3 million for fiscal 2021, $ 0.3 million for fiscal 2020 and $ 0.2 million for fiscal 2019, respectively. 52 1 0 . RISKS AND UNCERTAINTIES Litigation On October 15, 2018, Varex Imaging Corporation (“Varex”) filed its original Complaint (Case No. 1:18-cv-06911) against Richardson Electronics Ltd. (“Richardson”) in the Northern District of Illinois, which was subsequently amended on November 27, 2018. Varex alleged counts of infringement of U.S. Patent Nos. 6,456,692 and 6,519,317. Subsequently, on October 24, 2018, Varex filed a motion for preliminary injunction to stop the sale of Richardson’s ALTA750 TM product. Richardson filed an opposition to the preliminary injunction. In January 2019, the Court took evidence on the preliminary injunction issue. On September 30, 2019, the Court denied Varex’s Motion for Preliminary Injunction. On August 6, 2020, Varex amended its Complaint to add claims of trade secret misappropriation and Richardson moved to dismiss that Amended Complaint on September 9, 2020. On April 2, 2021, as part of an overall settlement where Richardson did not admit liability but wanted to move forward, Richardson agreed to pay Varex $ 1.6 million to settle this matter, which was recorded in selling, general and administrative expenses within the Consolidated Statements of Comprehensive Income (Loss). Company Response to COVID-19 In March 2020, the World Health Organization classified the outbreak of COVID-19 as a pandemic. Thereafter, most U.S. states imposed “shelter in place” directives on their populations to stem the spread of COVID-19 and similar restrictive measures were taken by governments across the world. The shelter in place directives generally required the closure of businesses that did not provide essential functions. The Company was considered a critical supplier of products to healthcare and critical infrastructure businesses. Further, several of our largest customers mandated that we continue to supply parts so as not to disrupt the supply chain and their ability to serve critical industries. As such, the Company qualified as an “Essential Business” and the Company continued our manufacturing and distribution operations throughout 2021. Our top priority was ensuring the health and safety of our employees and, accordingly, we undertook measures such as limiting the number of people in any one of our facilities by requiring only employees who could not perform their work remotely to physically work in a Company US-based facility. The Company advised all other employees that could perform their job functions remotely to do so. As such, the Company’s operations remained operational. The impact of the COVID-19 outbreak and its effects continue to evolve. As such, the full magnitude that the pandemic, and the steps taken to prevent and/or mitigate its spread, will have on the Company’s financial condition, liquidity and future results of operations is uncertain. The extent of the impact of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the duration and spread of the pandemic, the extent, speed and effectiveness of worldwide containment and vaccination efforts and the impact of these and other factors on our employees, customers and suppliers. Our ability to meet customer demands for products may be impaired or, similarly, our customers may experience adverse business consequences due to COVID-19 and its effects. Reduced demand for products or impaired ability to meet customer demand (including disruptions at our transportation service providers or vendors) could have a material adverse effect on our business, operations and financial performance. There was a decline in PMT sales during the first three months of fiscal 2021, a decline in Healthcare sales during the first six months of fiscal 2021 and a decline in Canvys sales during the first nine months of fiscal 2021. The majority of these declines in sales were related to the COVID-19 global pandemic. While we had some COVID-19 related component delays impacting new product development schedules, we did not experience a major interruption in our supply chain. Management continues to monitor the global situation on its financial condition, liquidity, operations, suppliers, industry and workforce. Given the ever-evolving nature of the pandemic and the continued global responses to curb its spread, the Company is not presently able to fully estimate the effects of COVID-19 on its results of operations, financial condition or liquidity for fiscal year 2022. 53 Company Response to CARES Act On March 27, 2020, Congress enacted the Coronavirus Aid, Relief and Economic Security (“CARES”) Act to provide certain relief as a result of the COVID-19 outbreak. The CARES Act included provisions relating to refundable payroll tax credits, deferral of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified, improvement property. As of May 29, 2021, the Company deferred $ 0.9 million of employer-side social security tax payments. The Company has estimated and recorded the overall effects of the CARES Act and does not anticipate a material change. 1 1. FAIR VALUE MEASUREMENTS Investments measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of May 29, 2021 and May 30, 2020 were as follows ( in thousands ): Level 1 Level 2 Level 3 May 29, 2021 Time deposits/CDs $ — $ — $ — Total $ — $ — $ — May 30, 2020 Time deposits/CDs $ 16,000 $ — $ — Total $ 16,000 $ — $ — 1 2. VALUATION AND QUALIFYING ACCOUNTS The following table presents the valuation and qualifying account activity for fiscal years ended May 29, 2021, May 30, 2020 and June 1, 2019, ( in thousands ): Description Balance at beginning of period Charged to expense Deductions Balance at end of period Year ended May 29, 2021 Allowance for doubtful accounts $ 334 $ 149 (1) $ ( 281 ) (2) $ 202 Inventory provisions 5,393 1,041 (3) ( 568 ) (4) 5,866 Year ended May 30, 2020 Allowance for doubtful accounts $ 339 $ 349 (1) $ ( 354 ) (2) $ 334 Inventory provisions 4,568 1,013 (3) ( 188 ) (4) 5,393 Year ended June 1, 2019 Allowance for doubtful accounts $ 309 $ 402 (1) $ ( 372 ) (2) $ 339 Inventory provisions 4,027 1,076 (3) ( 535 ) (4) 4,568 Notes: (1) Charges to bad debt expense. (2) Uncollectible amounts written off, net of recoveries and foreign currency translation. (3) Charges to cost of sales. Included in fiscal 2021 were inventory write-downs of $ 0.6 million for PMT, $ 0.1 million for Canvys and $ 0.4 million for Healthcare. (4) Inventory disposed of or sold, net of foreign currency translation. 54 1 3 . SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) ( in thousands, except per share amounts ): Description First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal 2021 Net sales $ 38,812 $ 42,418 $ 45,235 $ 50,472 Gross profit 12,359 14,343 15,766 16,357 Net (loss) income ( 1,147 ) 689 228 1,885 Net (loss) income per share: Common stock - basic $ ( 0.09 ) $ 0.05 $ 0.02 $ 0.14 Class B common stock - basic $ ( 0.08 ) $ 0.05 $ 0.02 $ 0.13 Common stock - diluted $ ( 0.09 ) $ 0.05 $ 0.02 $ 0.14 Class B common stock - diluted $ ( 0.08 ) $ 0.05 $ 0.02 $ 0.13 Fiscal 2020 Net sales $ 40,653 $ 39,634 $ 38,249 $ 37,362 Gross profit 12,951 12,680 12,670 11,372 Net income (loss) 157 ( 622 ) ( 93 ) ( 1,280 ) Net income (loss) per share: Common stock - basic $ 0.01 $ ( 0.05 ) $ ( 0.01 ) $ ( 0.10 ) Class B common stock - basic $ 0.01 $ ( 0.04 ) $ ( 0.01 ) $ ( 0.09 ) Common stock - diluted $ 0.01 $ ( 0.05 ) $ ( 0.01 ) $ ( 0.10 ) Class B common stock - diluted $ 0.01 $ ( 0.04 ) $ ( 0.01 ) $ ( 0.09 ) 55 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Richardson Electronics, Ltd. LaFox, Illinois Opinion on Internal Control over Financial Reporting We have audited Richardson Electronic Ltd.’s (the “Company’s”) internal control over financial reporting as of May 29, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 29, 2021, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company and subsidiaries as of May 29, 2021 and May 30, 2020, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended May 29, 2021, and the related notes and our report dated August 2, 2021 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, LLP Chicago, Illinois August 2, 2021 56