RELL-2013.11.30-10Q2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2013
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      To                     
Commission File Number: 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
 
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.    x  Yes     ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
¨
Accelerated Filer
x
 
 
 
 
Non-Accelerated Filer
¨  (Do not check if a smaller reporting company)
Smaller Reporting Company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No
As of January 6, 2014, there were outstanding 11,831,289 shares of Common Stock, $0.05 par value and 2,190,644 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

TABLE OF CONTENTS
 
 
 
Page 
 
Part I.
 
 
 
 
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
Part II.
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.



1
Table of Contents

PART I. FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Richardson Electronics, Ltd.
Consolidated Balance Sheets
(in thousands, except per share amounts)
 
Unaudited
 
Audited
 
November 30, 
 2013
 
June 1, 
 2013
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
92,646

 
$
102,002

Accounts receivable, less allowance of $1,167 and $1,092
20,216

 
18,268

Inventories
35,296

 
33,975

Prepaid expenses and other assets
1,453

 
1,155

Deferred income taxes
1,983

 
1,856

Income tax receivable
3,321

 
6,429

Investments—current
39,508

 
38,971

Discontinued operations—assets
356

 
303

Total current assets
194,779

 
202,959

Non-current assets:
 
 
 
Property, plant and equipment, net
5,935

 
5,073

Goodwill
1,633

 
1,519

Other intangibles
881

 
908

Non-current deferred income taxes
1,477

 
1,398

Investments—non-current
1,991

 
5,461

Total non-current assets
11,917

 
14,359

Total assets
$
206,696

 
$
217,318

Liabilities and Stockholders’ Equity

 
 
Current liabilities:
 
 
 
Accounts payable
$
12,152

 
$
14,255

Accrued liabilities
7,472

 
9,566

Discontinued operations—liabilities
—

 
245

Total current liabilities
19,624

 
24,066

Non-current liabilities:
 
 
 
Long-term income tax liabilities
6,249

 
6,726

Other non-current liabilities
1,284

 
1,287

Total non-current liabilities
7,533

 
8,013

Total liabilities
27,157

 
32,079

Commitments and contingencies
—

 
—

Stockholders’ equity
 
 
 
Common stock, $0.05 par value; issued 11,828 shares at November 30, 2013, and 12,263 shares at June 1, 2013
591

 
613

Class B common stock, convertible, $0.05 par value; issued 2,191 shares at November 30, 2013 and 2,491 shares at June 1, 2013
110

 
125

Preferred stock, $1.00 par value, no shares issued
—

 
—

Additional paid-in capital
65,760

 
73,979

Common stock in treasury, at cost, 0 shares at November 30, 2013, and 9 shares at June 1, 2013
—

 
(105
)
Retained earnings
102,623

 
101,816

Accumulated other comprehensive income
10,455

 
8,811

Total stockholders’ equity
179,539

 
185,239

Total liabilities and stockholders’ equity
$
206,696

 
$
217,318


2

Richardson Electronics, Ltd.
Unaudited Consolidated Statements of Comprehensive Income
(in thousands, except per share amounts)
 
Three Months Ended
 
Six Months Ended
 
November 30, 2013
 
December 1, 
 2012
 
November 30, 
 2013
 
December 1, 
 2012
Net Sales
$
35,436

 
$
36,603

 
$
69,693

 
$
72,253

Cost of Sales
24,429

 
25,861

 
48,494

 
50,865

Gross profit
11,007

 
10,742

 
21,199

 
21,388

Selling, general, and administrative expenses
10,473

 
10,228

 
20,542

 
20,377

Loss on disposal of assets
—

 
2

 
—

 
(2
)
Operating income
534

 
512

 
657

 
1,013

Other (income) expense:
 
 
 
 
 
 
 
Investment/interest income
(255
)
 
(352
)
 
(520
)
 
(735
)
Foreign exchange (gain) loss
(14
)
 
297

 
92

 
260

Proceeds from legal settlement
—

 
—

 
(2,115
)
 
—

Other, net
15

 
(42
)
 
(15
)
 
(65
)
Total other income
(254
)
 
(97
)
 
(2,558
)
 
(540
)
Income from continuing operations before income taxes
788

 
609

 
3,215

 
1,553

Income tax provision
157

 
28

 
605

 
238

Income from continuing operations
631

 
581

 
2,610

 
1,315

Loss from discontinued operations, net of tax
(107
)
 
(203
)
 
(118
)
 
(290
)
Net income
524

 
378

 
2,492

 
1,025

Foreign currency translation gain, net of tax
1,196

 
1,547

 
1,621

 
1,947

Fair value adjustments on investments
22

 
4

 
23

 
5

Comprehensive income
$
1,742

 
$
1,929

 
$
4,136

 
$
2,977

Net income per Common share - Basic:
 
 
 
 
 
 
 
Income from continuing operations
$
0.05

 
$
0.04

 
$
0.19

 
$
0.09

Loss from discontinued operations
(0.01
)
 
(0.01
)
 
(0.01
)
 
(0.02
)
Total net income per Common share - Basic:
$
0.04

 
$
0.03

 
$
0.18

 
$
0.07

Net income per Class B common share - Basic:
 
 
 
 
 
 
 
Income from continuing operations
$
0.04

 
$
0.03

 
$
0.17

 
$
0.08

Loss from discontinued operations
(0.01
)
 
(0.01
)
 
(0.01
)
 
(0.02
)
Total net income per Class B common share - Basic:
$
0.03

 
$
0.02

 
$
0.16

 
$
0.06

Net income per Common share - Diluted:
 
 
 
 
 
 
 
Income from continuing operations
$
0.04

 
$
0.04

 
$
0.18

 
$
0.08

Loss from discontinued operations
(0.01
)
 
(0.01
)
 
(0.01
)
 
(0.02
)
Total net income per Common share - Diluted:
$
0.03

 
$
0.03

 
$
0.17

 
$
0.06

Net income per Class B common share - Diluted:
 
 
 
 
 
 
 
Income from continuing operations
$
0.04

 
$
0.03

 
$
0.17

 
$
0.08

Loss from discontinued operations
(0.01
)
 
(0.01
)
 
(0.01
)
 
(0.02
)
Total net income per Class B common share - Diluted:
$
0.03

 
$
0.02

 
$
0.16

 
$
0.06

Weighted average number of shares:
 
 
 
 
 
 
 
Common shares - Basic
11,871

 
12,437

 
11,997

 
12,604

Class B common shares - Basic
2,191

 
2,812

 
2,309

 
2,863

Common shares - Diluted
14,185

 
15,345

 
14,433

 
15,567

Class B common shares - Diluted
2,191

 
2,812

 
2,309

 
2,863

Dividends per common share
$
0.060

 
$
0.060

 
$
0.120

 
$
0.120

Dividends per Class B common share
$
0.054

 
$
0.054

 
$
0.108

 
$
0.108


3

Richardson Electronics, Ltd.
Unaudited Consolidated Statements of Cash Flows
(in thousands)
 
Three Months Ended
 
Six Months Ended
 
November 30, 
 2013
 
December 1, 
 2012
 
November 30, 
 2013
 
December 1, 
 2012
Operating activities:


 

 


 

Net income
$
524

 
$
378

 
$
2,492

 
$
1,025

Adjustments to reconcile net income to cash provided by (used in) operating activities:

 

 

 

Depreciation and amortization
273

 
266

 
521

 
565

Gain on sale of investments
(12
)
 
(1
)
 
(19
)
 
(21
)
(Gain) loss on disposal of assets
—

 
2

 
—

 
(2
)
Share-based compensation expense
270

 
208

 
384

 
332

Deferred income taxes
(108
)
 
(7
)
 
(167
)
 
(8
)
Change in assets and liabilities, net of effect of acquired businesses:

 

 

 

Accounts receivable
(508
)
 
(758
)
 
(1,726
)
 
(1,404
)
Income tax receivable
357

 
36

 
3,108

 
191

Inventories
310

 
2,265

 
(140
)
 
1,715

Prepaid expenses and other assets
(430
)
 
196

 
(274
)
 
(426
)
Accounts payable
317

 
2,664

 
(2,230
)
 
1,234

Accrued liabilities
(565
)
 
806

 
(2,455
)
 
(200
)
Long-term income tax liabilities
(235
)
 
4

 
(477
)
 
(317
)
Other
56

 
148

 
47

 
190

Net cash provided by (used in) operating activities
249

 
6,207

 
(936
)
 
2,874

Investing activities:

 

 

 

Cash consideration paid for acquired businesses
—

 
(2,557
)
 
(973
)
 
(2,557
)
Capital expenditures
(540
)
 
(478
)
 
(981
)
 
(557
)
Proceeds from sale of assets
—

 
—

 
—

 
4

Proceeds from maturity of investments
14,044

 
39,763

 
54,532

 
97,510

Purchases of investments
(11,458
)
 
(23,838
)
 
(51,552
)
 
(75,562
)
Proceeds from sales of available-for-sale securities
20

 
83

 
76

 
137

Purchases of available-for-sale securities
(20
)
 
(83
)
 
(76
)
 
(137
)
Other
22

 
—

 
91

 
—

Net cash provided by investing activities
2,068

 
12,890

 
1,117

 
18,838

Financing activities:

 

 

 

Repurchase of common stock
(2,025
)
 
(5,998
)
 
(8,725
)
 
(11,550
)
Proceeds from issuance of common stock
100

 
72

 
171

 
83

Cash dividends paid
(828
)
 
(1,799
)
 
(1,685
)
 
(1,799
)
Other
—

 
—

 
1

 
—

Net cash used in financing activities
(2,753
)
 
(7,725
)
 
(10,238
)
 
(13,266
)
Effect of exchange rate changes on cash and cash equivalents
552

 
908

 
701

 
1,179

Increase/ (decrease) in cash and cash equivalents
116

 
12,280

 
(9,356
)
 
9,625

Cash and cash equivalents at beginning of period
92,530

 
41,238

 
102,002

 
43,893

Cash and cash equivalents at end of period
$
92,646

 
$
53,518

 
$
92,646

 
$
53,518



4

Richardson Electronics, Ltd.
Unaudited Consolidated Statement of Stockholders’ Equity
(in thousands)
 
Common
 
Class B
Common
 
Par Value
 
Additional
Paid-in
Capital
 
Common
Stock in
Treasury
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Total
Balance June 1, 2013:
12,263

 
2,491

 
$
738

 
$
73,979

 
$
(105
)
 
$
101,816

 
$
8,811

 
$
185,239

Comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
—

 
—

 
—

 
—

 
—

 
2,492

 
—

 
2,492

Foreign currency translation
—

 
—

 
—

 
—

 
—

 
—

 
1,621

 
1,621

Fair value adjustments on investments
—

 
—

 
—

 
—

 
—

 
—

 
23

 
23

Share-based compensation:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-vested restricted stock
—

 
—

 
—

 
18

 
—

 
—

 
—

 
18

Stock options
—

 
—

 
—

 
384

 
—

 
—

 
—

 
384

Common stock:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee stock option grant
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Options Exercised
29

 
—

 
1

 
170

 
—

 
—

 
—

 
171

Canceled Shares
—

 
(300
)
 
—

 
—

 
—

 
—

 
—

 
—

Converted Class B to Common
300

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Repurchase of common stock
—

 
—

 
—

 
—

 
(8,725
)
 
—

 
—

 
(8,725
)
Treasury stock
(764
)
 
—

 
(38
)
 
(8,791
)
 
8,829

 
—

 
—

 
—

Other
—

 
—

 
—

 
—

 
1

 
—

 
—

 
1

Dividends paid to:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common ($0.06 per share)
—

 
—

 
—

 
—

 
—

 
(1,433
)
 
—

 
(1,433
)
Class B ($0.054 per share)
—

 
—

 
—

 
—

 
—

 
(252
)
 
—

 
(252
)
Balance November 30, 2013:
11,828

 
2,191

 
$
701

 
$
65,760

 
$
—

 
$
102,623

 
$
10,455

 
$
179,539


5
Table of Contents

RICHARDSON ELECTRONICS, LTD.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE COMPANY
Richardson Electronics, Ltd. (“we”, “us”, “the Company”, and “our”) is incorporated in the state of Delaware. We are a leading global provider of engineered solutions, power grid and microwave tubes and related components, and customized display solutions, serving customers in the alternative energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific, and semiconductor markets. Our strategy is to provide specialized technical expertise and “engineered solutions” based on our core engineering and manufacturing capabilities. We provide solutions and add value through design-in support, systems integration, prototype design and manufacturing, testing, logistics, and aftermarket technical service and repair.
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.
On September 4, 2012, we acquired the assets of D and C Import-Export, Inc. ("D and C") for approximately $2.6 million. D and C, a Florida-based distributor of power grid tubes and associated RF components, services the broadcast, commercial, industrial, medical, military, and scientific markets. This acquisition provides us with access to additional product lines, vendors, and customers.
On July 5, 2013, we acquired the assets of WVS-Technology ("WVS") for approximately $1.0 million. WVS, located in Meerbusch, Germany, develops and sells RF and microwave products, power grid tubes, vacuum capacitors, as well as industrial microwave equipment. This acquisition provides us with engineering and sales expertise to help expand our presence in the vacuum capacitor market.
We have two operating segments, which we define as follows:
Electron Device Group (“EDG”) provides engineered solutions and distributes electronic components to customers in alternative energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific, and semiconductor markets. EDG 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. EDG 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 manufacturer (“OEM”) markets.
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 first six months of fiscal 2014 and 2013 contained 26 weeks, respectively.

6
Table of Contents

In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results of interim periods have been made. All inter-company transactions and balances have been eliminated. The unaudited consolidated financial statements presented herein include the accounts of our wholly owned subsidiaries. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The results of our operations for the three and six months ended November 30, 2013, are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2014.
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 June 1, 2013, that we filed on July 26, 2013.
3. UPDATES TO CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Inventories: Our worldwide inventories are stated at the lower of cost or market, generally using a weighted-average cost method. Our inventories from continuing operations include approximately $32.5 million of finished goods and $2.7 million of raw materials and work-in-progress as of November 30, 2013, as compared to approximately $31.6 million of finished goods and $2.4 million of raw materials and work-in-progress as of June 1, 2013.
At this time, we do not anticipate any material risks or uncertainties related to possible future inventory write-downs.
Revenue Recognition: Our product sales are recognized as revenue upon shipment, when title passes to the customer, when delivery has occurred or services have been rendered, and when collectability is reasonably assured. We also record estimated discounts and returns based on our historical experience. Our products are often manufactured to meet the specific design needs of our customers’ applications. Our engineers work closely with customers to ensure that our products will meet their needs. Our customers are under no obligation to compensate us for designing the products we sell.
In the limited cases where remaining performance obligations exist after delivery of the product, the obligation relative to the unit of accounting is inconsequential or perfunctory and is not essential to the functionality of the delivered product. This conclusion was reached based on the following facts: the timing of any remaining obligation is agreed upon with the customer, which in most cases, is performed immediately after the delivery of the product; the cost and time involved to complete the remaining obligation is insignificant in relation to the item sold, and the costs and time do not vary significantly; we have a demonstrated history of completing the remaining obligations timely; and finally, failure to complete the remaining obligation does not enable the customer to receive a full or partial refund of the product or service, and the timing of the payment for the product is not contingent upon completion of remaining performance obligations, if any.
Discontinued Operations: During fiscal year 2011, we completed the sale of the assets primarily used or held for use in, and certain liabilities of, our RF, Wireless and Power Division ("RFPD"), as well as certain other Company assets, including our information technology assets, to Arrow Electronics, Inc. ("Arrow") in exchange for $238.8 million ("the Transaction"). In accordance with Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements - Discontinued Operations (“ASC 205-20”), we reported the financial results of RFPD as a discontinued operation. Refer to Note 4 “Discontinued Operations” of our notes to our unaudited consolidated financial statements for additional discussion on the sale of RFPD.
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.

7
Table of Contents

Goodwill and Other Intangible Assets: Goodwill is initially recorded based on the premium paid for acquisitions and is subsequently tested for impairment. We test goodwill for impairment annually and whenever events or circumstances indicates an impairment may have occurred, such as a significant adverse change in the business climate, loss of key personnel or a decision to sell or dispose of a reporting unit. As of November 30, 2013, our goodwill balance was $1.6 million and represents the premium we paid for Powerlink Specialist Electronics Support Limited ("Powerlink") of $1.4 million during our second quarter of fiscal 2012, adjusted for foreign currency translation; the premium we paid for D and C Import-Export, Inc. ("D and C") of $0.2 million during our second quarter of fiscal 2013; and the premium we paid for WVS of less than $0.1 million during our first quarter of fiscal 2014.
During the fourth quarter of each fiscal year, our goodwill balances are reviewed for impairment through the application of a fair value based test, using the third quarter as the measurement date. In performing our annual review of goodwill balances for impairment, we estimate the fair value of each of our reporting units based primarily on projected future operating results, discounted cash flows, and other assumptions. Projected future operating results and cash flows used for valuation purposes may reflect considerable improvements relative to historical periods with respect to, among other things, revenue growth and operating margins. Although we believe our projected future operating results and cash flows and related estimates regarding fair values are based on reasonable assumptions, historically, projected operating results and cash flows have not always been achieved. In accordance with ASC 350 “Intangibles - Goodwill and Other”, if indicators of impairment are deemed to be present, we would perform an interim impairment test and any resulting impairment loss would be charged to expense in the period identified.
Intangible assets are initially recorded at their fair market values determined on quoted market prices in active markets, if available, or recognized valuation models. Intangible assets that have finite useful lives are amortized on a straight-line basis over their useful lives.
4. DISCONTINUED OPERATIONS
Financial Summary – Discontinued Operations
Summary financial results for the three and six months ended November 30, 2013, and December 1, 2012, are presented in the following table (in thousands):

Three Months Ended
 
Six Months Ended

November 30, 2013
 
December 1, 2012
 
November 30, 2013
 
December 1, 2012
Net sales
$
178

 
$
278

 
$
264

 
$
499

Gross profit (loss) (1)
(55
)
 
(128
)
 
(103
)
 
(221
)
Selling, general, and administrative expenses
117

 
201

 
149

 
266

Other expense
—

 
1

 
1

 
1

Income tax benefit
(65
)
 
(127
)
 
(135
)
 
(198
)
Loss from discontinued operations, net of tax
$
(107
)
 
$
(203
)
 
$
(118
)
 
$
(290
)
Notes:
(1) Gross profit (loss) for fiscal year 2014 and 2013 includes unabsorbed manufacturing labor and overhead expenses related to the Manufacturing Agreement with RFPD which ends March 1, 2014.
Net sales and gross profit (loss) for the three and six months ended November 30, 2013, reflect our financial results relating to the Manufacturing Agreement with Arrow that we entered into in connection with the Transaction. Pursuant to the three-year agreement, we agreed to continue to manufacture certain RFPD products.

8
Table of Contents

Assets and liabilities classified as discontinued operations on our consolidated balance sheets as of November 30, 2013, and June 1, 2013, include the following (in thousands):

November 30, 2013
 
June 1, 2013
Inventories
$
356

 
$
303

Discontinued operations - Assets
$
356

 
$
303

 
 
 
 
Accrued liabilities - current
$
—

 
$
245

Discontinued operations - Liabilities
$
—

 
$
245

In accordance with ASC 230, Statement of Cash Flows, entities are permitted but not required to separately disclose, either in the statement of cash flows or footnotes to the financial statements, cash flows pertaining to discontinued operations. Entities that do not present separate operating cash flow information related to discontinued operations must do so consistently for all periods presented, which may include periods long after the sale or liquidation of the operation. We did not have cash balances that were specific to RFPD and elected not to present separate cash flows from discontinued operations on our statement of cash flows.

5. ACQUISITIONS
On September 4, 2012, we acquired the assets of D and C Import-Export, Inc. ("D and C") for approximately $2.6 million. D and C, a Florida-based distributor of power grid tubes and associated RF components, services the broadcast, commercial, industrial, medical, military, and scientific markets. This acquisition provides us with access to additional product lines, vendors, and customers.
The final purchase price was recorded during the fourth quarter of fiscal 2013, and allocated as follows: $0.2 million of trade receivables, $1.5 million of inventory, $0.7 million of specifically identified intangible assets, and $0.2 million of goodwill. Pro forma financial information is not presented due to immateriality.
On July 5, 2013, we acquired the assets of WVS for approximately $1.0 million. WVS, located in Meerbusch, Germany, develops and sells RF and microwave products, power grid tubes, vacuum capacitors, as well as industrial microwave equipment. This acquisition provides us with engineering and sales expertise to help expand our presence in the vacuum capacitor market.
The allocation of the preliminary purchase price recorded during the first quarter of fiscal 2014, included $0.7 million of inventory and $0.3 million of fixed assets. The purchase price is preliminary and subject to change based on the completion of a valuation of the respective assets. Pro forma financial information is not presented due to immateriality.
6. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying value of goodwill are as follows (in thousands):
 
 
TOTAL
Balance at June 1, 2013
 
$
1,519

       Premium Paid for WVS Acquisition
 
25

       Foreign currency translation
 
89

Balance at November 30, 2013
 
$
1,633

The goodwill balance in its entirety relates to our EDG segment.
Intangible assets are initially recorded at their fair market values determined on quoted market prices in active markets, if available, or recognized valuation models. Intangible assets that have finite useful lives are amortized on a straight-line basis over their useful lives.

9
Table of Contents

Our intangible assets represent the fair value for trade name, customer relationships, and non-compete agreements acquired in connection with our acquisitions.
Intangible assets subject to amortization as well as amortization expense are as follows (in thousands):
 
Intangible Assets Subject to
 
Amortization as of
 
November 30, 2013
 
June 1, 2013
Gross Amounts:
 
 
 
   Trade Name
$
29

 
$
29

   Customer Relationship
969

 
947

   Non-compete Agreements
47

 
47

      Total Gross Amounts
$
1,045

 
$
1,023

Accumulated Amortization:
 
 
 
   Trade Name
$
13

 
$
8

   Customer Relationship
141

 
101

   Non-compete Agreements
10

 
6

      Total Accumulated Amortization
$
164

 
$
115

The amortization expense associated with the intangible assets subject to amortization for the next five years is presented in the following table (in thousands):
 
Amortization
 
Expense
Fiscal Year
 
Remaining 2014
$
44

2015
82

2016
68

2017
58

2018
56

Thereafter
573

The weighted average number of years of amortization expense remaining is 17.9.
7. INVESTMENTS
As of November 30, 2013, we had approximately $41.0 million invested in time deposits and certificates of deposit (“CD”). Of this, $39.5 million mature in less than twelve months and $1.5 million mature in greater than twelve months. The fair value of these investments is equal to the face value of each time deposit and CD.
As of June 1, 2013, we had approximately $44.0 million invested in time deposits and CD’s. Of this, $39.0 million mature in less than twelve months and $5.0 million mature in greater than twelve months. The fair value of these investments is equal to the face value of each time deposit and CD.
We also have investments in equity securities, all of which are classified as available-for-sale and are carried at their fair value based on quoted market prices. Our investments, which are included in non-current assets, had a carrying amount of $0.5 million as of November 30, 2013, and as of June 1, 2013. Proceeds from the sale of securities were $0.1 million during the second quarter of fiscal 2014 and fiscal 2013. We reinvested proceeds from the sale of securities, and the cost of the equity securities sold was based on a specific identification method. Gross realized gains and losses on those sales were less than $0.1 million during the second quarter of fiscal 2014 and fiscal 2013. Net unrealized holding losses of less than $0.1 million during the second quarter of fiscal 2014 and fiscal 2013 have been included in accumulated other comprehensive income.

10
Table of Contents

8. WARRANTIES
We offer warranties for the limited number of specific products we manufacture. We also provide extended warranties for some products we sell that lengthen the period of coverage specified in the manufacturer’s original warranty. Our warranty terms generally range from one to three years.
Warranty reserves are established for costs that are expected to be incurred after the sale and delivery of products under warranty. Warranty reserves are included in accrued liabilities on our consolidated balance sheets. The warranty reserves are determined based on known product failures, historical experience, and other available evidence. Warranty reserves were approximately $0.2 million as of November 30, 2013, and June 1, 2013.
9. LEASE OBLIGATIONS, OTHER COMMITMENTS, AND CONTINGENCIES
We lease certain warehouse and office facilities and office equipment under non-cancelable operating leases. Rent expense from continuing operations during the first six months of fiscal 2014 was $0.8 million compared to $0.7 million during the first six months of fiscal 2013. Under the terms of the Transaction, Arrow assumed many of our facility leases and we are sub-leasing space from Arrow. Our future lease commitments for minimum rentals, including common area maintenance charges and property taxes during the next five years have been adjusted to reflect the Transaction as follows (in thousands):    
Fiscal Year
Payments
Remaining 2014
$
679

2015
1,094

2016
686

2017
77

2018
31

Thereafter
—

10. INCOME TAXES
The effective income tax rate from continuing operations during the first six months of fiscal 2014 was 18.8%, as compared to 15.3% during the first six months of fiscal 2013. The increase in rate during the first six months of fiscal 2014, as compared to fiscal 2013, was due to an increase in the amount of foreign earnings not considered to be permanently reinvested and an increase in forecasted earnings available in foreign jurisdictions for distribution with respect to ASC 740-30, Income Taxes – Other Considerations or Special Areas ("ASC 740-30"). The 18.8% effective income tax rate is lower than the federal statutory rate of 34.0% as a result of our geographical distribution of income and apportionment of income to various states. Additionally, during the second quarter of fiscal 2014, we developed a strategy for the recently acquired German business to pursue increased market opportunities in Germany; therefore, we have changed our position with respect to earnings in Germany which are now considered to be permanently reinvested under ASC 740-30. This change in the Company's assertion further reduced the effective tax rate for the first six months of fiscal 2014 by 7.6%.
In the normal course of business, we are subject to examination by taxing authorities throughout the world. Generally, years prior to fiscal 2006 are closed for examination under the statute of limitations for U.S. federal, state or local, or non-U.S. tax jurisdictions. During fiscal 2013, we completed federal audits in the U.S. for fiscal 2009, 2010, and 2011. Our primary foreign tax jurisdictions are the Netherlands and Germany. We have tax years open in the Netherlands and Germany beginning in fiscal 2008.
As of November 30, 2013, approximately $42.8 million of cumulative positive earnings of some of our foreign subsidiaries are still considered permanently reinvested pursuant to ASC 740-30. Due to various tax attributes that are continuously changing, it is not practical to determine what, if any, tax liability might exist if such earnings were to be repatriated.

11
Table of Contents

As of November 30, 2013, we did not have any worldwide liability for uncertain tax positions related to continuing operations as compared to $0.4 million as of December 1, 2012. We have no recorded penalties and interest relating to uncertain tax positions in the income tax expense line item within the unaudited consolidated statements of income and comprehensive income.
It is not expected that there will be a change in the unrecognized tax benefits within the next 12 months.
11. CALCULATION OF EARNINGS PER SHARE
We have authorized 30,000,000 shares of common stock, 10,000,000 shares of Class B common stock, and 5,000,000 shares of preferred 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.

12
Table of Contents

The earnings per share (“EPS”) presented in our unaudited consolidated statements of comprehensive income are based on the following amounts (in thousands, except per share amounts):
 
For the Three Months Ended
 
November 30, 2013
 
December 1, 2012
 
Basic
 
Diluted
 
Basic
 
Diluted
 
 
 
 
 
 
 
 
Numerator for Basic and Diluted EPS:
 
 
 
 
 
 
 
          Income from continuing operations
$
631

 
$
631

 
$
581

 
$
581

          Less dividends:
 
 
 
 
 
 
 
              Common stock
710

 
710

 
737

 
737

              Class B common stock
118

 
118

 
148

 
148

          Undistributed losses
$
(197
)
 
$
(197
)
 
$
(304
)
 
$
(304
)
          Common stock undistributed losses
$
(169
)
 
$
(169
)
 
$
(253
)
 
$
(253
)
          Class B common stock undistributed losses
(28
)
 
(28
)
 
(51
)
 
(51
)
          Total undistributed losses
$
(197
)
 
$
(197
)
 
$
(304
)
 
$
(304
)
          Loss from discontinued operations
$
(107
)
 
$
(107
)
 
$
(203
)
 
$
(203
)
          Less dividends:
 
 
 
 
 
 
 
              Common stock
710

 
710

 
737

 
737

              Class B common stock
118

 
118

 
148

 
148

          Undistributed losses
$
(935
)
 
$
(935
)
 
$
(1,088
)
 
$
(1,088
)
          Common stock undistributed losses
$
(802
)
 
$
(803
)
 
$
(904
)
 
$
(905
)
          Class B common stock undistributed losses
(133
)
 
(132
)
 
(184
)
 
(183
)
          Total undistributed losses
$
(935
)
 
$
(935
)
 
$
(1,088
)
 
$
(1,088
)
          Net income
$
524

 
$
524

 
$
378

 
$
378

          Less dividends:
 
 
 
 
 
 
 
             Common stock
710

 
710

 
737

 
737

             Class B common stock
118

 
118

 
148

 
148

          Undistributed losses
$
(304
)
 
$
(304
)
 
$
(507
)
 
$
(507
)
          Common stock undistributed losses
$
(261
)
 
$
(261
)
 
$
(421
)
 
$
(422
)
          Class B common stock undistributed losses
(43
)
 
(43
)
 
(86
)
 
(85
)
          Total undistributed losses
$
(304
)
 
$
(304
)
 
$
(507
)
 
$
(507
)
Denominator for basic and diluted EPS:
 
 
 
 
 
 
 
          Common stock weighted average shares
11,871

 
11,871

 
12,437

 
12,437

Class B common stock weighted average shares,
and shares under if-converted method for
diluted EPS
2,191

 
2,191

 
2,812

 
2,812

           Effect of dilutive stock options
 
 
123

 
 
 
96

Denominator for diluted EPS adjusted for weighted average shares and assumed conversions
 
 
14,185

 
 
 
15,345

Income from continuing operations per share:
 
 
 
 
 
 
 
Common stock
$
0.05

 
$
0.04

 
$
0.04

 
$
0.04

Class B common stock
$
0.04

 
$
0.04

 
$
0.03

 
$
0.03

Loss from discontinued operations per share:
 
 
 
 
 
 
 
Common stock
$
(0.01
)
 
$
(0.01
)
 
$
(0.01
)
 
$
(0.01
)
Class B common stock
$
(0.01
)
 
$
(0.01
)
 
$
(0.01
)
 
$
(0.01
)
Net income per share:
 
 
 
 
 
 
 
Common stock
$
0.04

 
$
0.03

 
$
0.03

 
$
0.03

Class B common stock
$
0.03

 
$
0.03

 
$
0.02

 
$
0.02

Note: Common stock options that were anti-dilutive and not included in diluted earnings per common share for the second quarter of fiscal 2014 and fiscal 2013 were 512,064 and 477,064, respectively.


13
Table of Contents

 
Six Months Ended
 
November 30, 2013
 
December 1, 2012
 
Basic
 
Diluted
 
Basic
 
Diluted
 

 

 

 

Numerator for Basic and Diluted EPS:

 

 

 

          Income from continuing operations
$
2,610

 
$
2,610

 
$
1,315

 
$
1,315

          Less dividends:

 

 

 

              Common stock
1,433

 
1,433

 
1,495

 
1,495

              Class B common stock
252

 
252

 
304

 
304

          Undistributed earnings (losses)
$
925

 
$
925

 
$
(484
)
 
$
(484
)
          Common stock undistributed earnings (losses)
$
788

 
$
790

 
$
(402
)
 
$
(402
)
          Class B common stock undistributed earnings (losses)
137

 
135

 
(82
)
 
(82
)
          Total undistributed earnings (losses)
$
925

 
$
925

 
$
(484
)
 
$
(484
)
          Loss from discontinued operations
$
(118
)
 
$
(118
)
 
$
(290
)
 
$
(290
)
          Less dividends:

 

 

 

              Common stock
1,433

 
1,433

 
1,495

 
1,495

              Class B common stock
252

 
252

 
304

 
304

          Undistributed losses
$
(1,803
)
 
$
(1,803
)
 
$
(2,089
)
 
$
(2,089
)
          Common stock undistributed losses
$
(1,537
)
 
$
(1,539
)
 
$
(1,734
)
 
$
(1,737
)
          Class B common stock undistributed losses
(266
)
 
(264
)
 
(355
)
 
(352
)
          Total undistributed losses
$
(1,803
)
 
$
(1,803
)
 
$
(2,089
)
 
$
(2,089
)
          Net income
$
2,492

 
$
2,492

 
$
1,025

 
$
1,025

          Less dividends:

 

 

 

             Common stock
1,433

 
1,433

 
1,495

 
1,495

             Class B common stock
252

 
252

 
304

 
304

          Undistributed earnings (losses)
$
807

 
$
807

 
$
(774
)
 
$
(774
)
          Common stock undistributed earnings (losses)
$
688

 
$
689

 
$
(643
)
 
$
(643
)
          Class B common stock undistributed earnings (losses)
119

 
118

 
(131
)
 
(131
)
          Total undistributed earnings (losses)
$
807

 
$
807

 
$
(774
)
 
$
(774
)
Denominator for basic and diluted EPS:

 

 

 

          Common stock weighted average shares
11,997

 
11,997

 
12,604

 
12,604

Class B common stock weighted average shares,
and shares under if-converted method for
diluted EPS
2,309

 
2,309

 
2,863

 
2,863

           Effect of dilutive securities Dilutive stock options

 
127

 

 
100

Denominator for diluted EPS adjusted for weighted average shares and assumed conversions

 
14,433

 

 
15,567

Income from continuing operations per share:

 

 

 

Common stock
$
0.19

 
$
0.18

 
$
0.09

 
$
0.08

Class B common stock
$
0.17

 
$
0.17

 
$
0.08

 
$
0.08

Loss from discontinued operations per share:

 

 

 

Common stock
$
(0.01
)
 
$
(0.01
)
 
$
(0.02
)
 
$
(0.02
)
Class B common stock
$
(0.01
)
 
$
(0.01
)
 
$
(0.02
)
 
$
(0.02
)
Net income per share:


 

 

 

Common stock
$
0.18

 
$
0.17

 
$
0.07

 
$
0.06

Class B common stock
$
0.16

 
$
0.16

 
$
0.06

 
$
0.06

Note: Common stock options that were anti-dilutive and not included in diluted earnings per common share for the first six months of fiscal 2014 and fiscal 2013 were 487,064 and 267,564, respectively.


14
Table of Contents

12. SEGMENT REPORTING    
In accordance with ASC 280-10, Segment Reporting, we have identified two reportable segments: EDG and Canvys.
EDG provides engineered solutions and distributes electronic components to customers in alternative energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific, and semiconductor markets. EDG 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. EDG also offers its customers technical services for both microwave and industrial equipment.
Canvys provides global customized display solutions serving the corporate enterprise, financial, healthcare, industrial, and OEM markets.
The CEO evaluates performance and allocates resources primarily based on the gross profit of each segment.
Operating results by segment are summarized in the following table (in thousands):
 
Three Months Ended
Six Months Ended
 
November 30, 
 2013
 
December 1, 
 2012
November 30, 2013
 
December 1, 2012
EDG
 
 
 
 
 
 
Net Sales
$
26,163

 
$
26,186

$
51,642

 
$
51,813

Gross Profit
8,507

 
7,930

16,366

 
15,930

Canvys
 
 
 
 
 
 
Net Sales
$
9,273

 
$
10,417

$
18,051

 
$
20,440

Gross Profit
2,500

 
2,812

4,833

 
5,458

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

15
Table of Contents

Net sales and gross profit by geographic region are summarized in the following table (in thousands):
 
Three Months Ended
 
Six Months Ended
 
November 30, 2013
 
December 1, 2012
 
November 30, 2013
 
December 1, 2012
Net Sales

 

 

 

North America
$
14,296

 
$
16,436

 
$
28,492

 
$
32,182

Asia/Pacific
6,248

 
5,437

 
12,553

 
11,784

Europe
12,175

 
12,305

 
23,665

 
23,042

Latin America
2,574

 
2,320

 
4,771

 
4,767

Other
143

 
105

 
212

 
478

     Total
$
35,436

 
$
36,603

 
$
69,693

 
$
72,253

Gross Profit (loss)

 

 

 

North America
$
4,687

 
$
5,520

 
$
9,584

 
$
10,809

Asia/Pacific
2,144

 
1,860

 
4,089

 
4,054

Europe
4,111

 
3,806

 
7,706

 
7,030

Latin America
1,011

 
788

 
1,834

 
1,616

Other
(946
)
 
(1,232
)
 
(2,014
)
 
(2,121
)
     Total
$
11,007

 
$
10,742

 
$
21,199

 
$
21,388

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. Other primarily includes net sales not allocated to a specific geographical region, unabsorbed value-add costs, and other unallocated expenses.
13. LITIGATION
We are involved in several pending judicial proceedings concerning matters arising in the ordinary course of business. While the outcome of litigation is subject to uncertainties, based on information available at the time the financial statements were issued, we determined disclosure of contingencies relating to any of our pending judicial proceedings was not necessary because there was less than a reasonable possibility that a material loss had been incurred.
During the first quarter of fiscal 2014, we received a settlement in the amount of $2.1 million related to an anti-trust class action lawsuit settlement. The settlement was recorded as proceeds from legal settlement within the Other Income section of our Consolidated Statements of Comprehensive Income.
14. FAIR VALUE MEASUREMENTS
ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements.
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists; therefore requiring an entity to develop its own assumptions.
As of November 30, 2013, we held investments that are required to be measured at fair value on a recurring basis. Our investments consist of time deposits and CDs, which face value is equal to fair value, and equity securities of publicly traded companies for which market prices are readily available.

16
Table of Contents

Investments measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of November 30, 2013, and June 1, 2013, were as follows (in thousands):
 
Level 1
November 30, 2013
 
Time deposits/CDs
$
41,008

Equity securities
491

Total
$
41,499

June 1, 2013
 
Time deposits/CDs
$
43,989

Equity securities
443

Total
$
44,432


17
Table of Contents

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements in this report may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. The terms “may,” “should,” “could,” “anticipate,” “believe,” “continues,” “estimate,” “expect,” “intend,” “objective,” “plan,” “potential,” “project” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These statements are based on management’s current expectations, intentions or beliefs and are subject to a number of factors, assumptions and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences or that might otherwise impact the business include the risk factors set forth in Item 1A, of our Annual Report on Form 10-K filed on July 26, 2013. We undertake no obligation to update any such factor or to publicly announce the results of any revisions to any forward-looking statements contained herein whether as a result of new information, future events or otherwise.
In addition, while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts, or opinions, such reports are not our responsibility.
INTRODUCTION
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to assist the reader in better understanding our business, results of operations, financial condition, changes in financial condition, critical accounting policies and estimates, and significant developments. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes appearing elsewhere in this filing. This section is organized as follows:
•
Business Overview
•
Results of Continuing Operations – an analysis and comparison of our consolidated results of operations for the three and six months ended November 30, 2013, and December 1, 2012, as reflected in our consolidated statements of comprehensive income.
•
Liquidity, Financial Position, and Capital Resources – a discussion of our primary sources and uses of cash for the three and six months ended November 30, 2013, and December 1, 2012, and a discussion of changes in our financial position.
Business Overview
Richardson Electronics, Ltd. (“we”, “us”, “the Company”, and “our”) is incorporated in the state of Delaware. We are a leading global provider of engineered solutions, power grid and microwave tubes and related components, and customized display solutions, serving customers in the alternative energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific, and semiconductor markets. Our strategy is to provide specialized technical expertise and “engineered solutions” based on our core engineering and manufacturing capabilities. We provide solutions and add value through design-in support, systems integration, prototype design and manufacturing, testing, logistics, and aftermarket technical service and repair.
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.
On September 4, 2012, we acquired the assets of D and C Import-Export, Inc. ("D and C") for approximately $2.6 million. D and C, a Florida-based distributor of power grid tubes and associated RF components, services the broadcast, commercial, industrial, medical, military, and scientific markets. This acquisition provides us with access to additional product lines, vendors, and customers.

18
Table of Contents

On July 5, 2013, we acquired the assets of WVS-Technology ("WVS") for approximately $1.0 million. WVS, located in Meerbusch, Germany, develops and sells RF and microwave products, power grid tubes, vacuum capacitors, as well as industrial microwave equipment. This acquisition provides us with engineering and sales expertise to help expand our presence in the vacuum capacitor market.
We have two operating segments, which we define as follows:
Electron Device Group (“EDG”) provides engineered solutions and distributes electronic components to customers in alternative energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific, and semiconductor markets. EDG 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. EDG 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 manufacturer (“OEM”) markets.
We currently have operations in the following major geographic regions:
• North America;
• Asia/Pacific;
• Europe; and
• Latin America.
RESULTS OF CONTINUING OPERATIONS
FINANCIAL SUMMARY – THREE MONTHS ENDED NOVEMBER 30, 2013

•
Net sales for the second quarter of fiscal 2014 were $35.4 million, down 3.2%, compared to net sales of $36.6 million during the second quarter of fiscal 2013.
•
Gross margin increased to 31.1% during the second quarter of fiscal 2014 compared to 29.3% during the second quarter of fiscal 2013.
•
Selling, general, and administrative expenses increased slightly to $10.5 million, or 29.6% of net sales, for the second quarter of fiscal 2014 compared to $10.2 million for the second quarter of fiscal 2013, or 27.9% of net sales, respectively.
•
Operating income during the second quarter of fiscal 2014 and fiscal 2013 was $0.5 million, or 1.5% and 1.4% of net sales, respectively.
•
Income from continuing operations during the second quarter of fiscal 2014 and fiscal 2013 was $0.6 million, or $0.04 per diluted common share.
•
Loss from discontinued operations, net of tax, was $0.1 million during the second quarter of fiscal 2014 compared to $0.2 million during the second quarter of fiscal 2013.
•
Net income during the second quarter of fiscal 2014 was $0.5 million, or $0.03 per diluted common share, compared to net income of $0.4 million, or $0.03 per diluted common share, during the second quarter of fiscal 2013.

FINANCIAL SUMMARY – SIX MONTHS ENDED NOVEMBER 30, 2013

•
Net sales for the first six months of fiscal 2014 were $69.7 million, down 3.5%, compared to net sales of $72.3 million during the first six months of fiscal 2013.
•
Gross margin increased to 30.4% during the first six months of fiscal 2014, compared to 29.6% during the first six months of fiscal 2013.
•
Selling, general, and administrative expenses increased slightly to $20.5 million, or 29.5% of net sales, for the first six months of fiscal 2014, compared to $20.4 million, or 28.2% of net sales, for the first six months of fiscal 2013.
•
Operating income during the first six months of fiscal 2014 was $0.7 million, or 0.9% of net sales, compared to an operating income of $1.0 million, or 1.4% of net sales, during the first six months of fiscal 2013.

19
Table of Contents

•
Income from continuing operations during the first six months of fiscal 2014 was $2.6 million, or $0.18 per diluted common share, versus $1.3 million, or $0.08 per diluted common share, during the first six months of fiscal 2013.
•
Loss from discontinued operations, net of tax, was $0.1 million, during the first six months of fiscal 2014, compared to $0.3 million during the first six months of fiscal 2013.
•
Net income during the first six months of fiscal 2014 was $2.5 million, or $0.17 per diluted common share, compared to net income of $1.0 million during the first six months of fiscal 2013, or $0.06 per diluted common share.
Net Sales and Gross Profit Analysis
Net sales by segment and percent change for the second quarter and first six months of fiscal 2014 and 2013 were as follows (in thousands):
Net Sales
QTD
 
FY14 vs. FY13
 
November 30, 2013

December 1, 2012
 
% Change
EDG
$
26,163

 
$
26,186

 
(0.1)%
Canvys
9,273

 
10,417

 
(11.0)%
     Total
$
35,436

 
$
36,603

 
(3.2)%
 
 
 
 
 
 
 
YTD
 
 
 
November 30, 2013

December 1, 2012
 
% Change
EDG
$
51,642

 
$
51,813

 
(0.3)%
Canvys
18,051

 
20,440

 
(11.7)%
Total
$
69,693

 
$
72,253

 
(3.5)%
During the second quarter of fiscal 2014 consolidated net sales decreased 3.2% compared to the second quarter of fiscal 2013. Sales for Canvys declined by 11.0% and sales for EDG declined 0.1%. During the first six months of fiscal 2014 consolidated net sales decreased 3.5% compared to the first six months of fiscal 2013. Sales for Canvys declined by 11.7% and sales for EDG declined 0.3%.
Gross profit by segment and percent of segment net sales for the second quarter and first six months of fiscal 2014 and 2013 were as follows (in thousands):
Gross Profit
QTD
 
November 30, 2013
% of Net Sales
 
December 1, 2012
% of Net Sales
EDG
$
8,507

32.5%
 
$
7,930

30.3%
Canvys
2,500

27.0%
 
2,812

27.0%
     Total
$
11,007

31.1%
 
$
10,742

29.3%
 
 
 
 
 
 
 
YTD
 
November 30, 2013
% of Net Sales
 
December 1, 2012
% of Net Sales
EDG
$
16,366

31.7%
 
$
15,930

30.7%
Canvys
4,833

26.8%
 
5,458

26.7%
Total
$
21,199

30.4%
 
$
21,388

29.6%
Gross profit reflects the distribution and manufacturing product margin less manufacturing variances, inventory obsolescence charges, customer returns, scrap and cycle count adjustments, engineering costs, unabsorbed manufacturing labor and overhead, and other provisions.

20
Table of Contents

Consolidated gross profit was $11.0 million during the second quarter of fiscal 2014, compared to $10.7 million during the second quarter of fiscal 2013. Consolidated gross margin as a percentage of net sales increased to 31.1% during the second quarter of fiscal 2014, from 29.3% during the second quarter of fiscal 2013. In addition, gross margin included $0.1 million related to unabsorbed manufacturing labor and overhead from continuing operations during the second quarter of fiscal 2014, compared to $0.3 million during the second quarter of fiscal 2013.
Consolidated gross profit was $21.2 million during the first six months of fiscal 2014, compared to $21.4 million during the first six months of fiscal 2013. Consolidated gross margin as a percentage of net sales increased to 30.4% during the first six months of fiscal 2014, from 29.6% during the first six months of fiscal 2013. In addition, gross margin included $0.3 million related to unabsorbed manufacturing labor and overhead from continuing operations during the first six months of fiscal 2014, compared to $0.5 million during the first six months of fiscal 2013.
Electron Device Group
Net sales for EDG remained flat at $26.2 million during the second quarter of fiscal 2014, compared to the second quarter of fiscal 2013.  Net sales of tubes grew in the industrial heating and laser markets but were offset by declines primarily in the broadcast and aviation markets. Gross margin as a percentage of net sales increased to 32.5% during the second quarter of fiscal 2014, as compared to 30.3% during the second quarter of fiscal 2013 primarily due to efficiency gains in manufacturing as well as shifts in product and geographic mix. 
Net sales for EDG were $51.6 million during the first six months of fiscal 2014, compared to $51.8 million during the first six months of fiscal 2013.  Net sales of tubes improved in the industrial heating, laser and marine markets, but declined primarily in the broadcast and aviation markets. Gross margin as a percentage of net sales increased to 31.7% during the first six months of fiscal 2014, as compared to 30.7% during the first six months of fiscal 2013 primarily due to shifts in product and geographic mix. 
Canvys        
Canvys net sales decreased 11.0% to $9.3 million during the second quarter of fiscal 2014, from $10.4 million during the second quarter of fiscal 2013.  Sales were down in our North America Healthcare market driven by the uncertainty surrounding health care reform and a difficult capital market for hospitals while sales in our North America OEM market were down due to rescheduled deliveries to key accounts partially offset by new programs and customers. Gross margin as a percentage of net sales stabilized at 27.0% during the second quarters of fiscal 2014 and 2013.
Canvys net sales decreased 11.7% to $18.1 million during the first six months of fiscal 2014, from $20.4 million during the first six months of fiscal 2013.  Sales were down in our North America Healthcare market driven by the uncertainty surrounding health care reform and a difficult capital market for hospitals. In addition, sales in our North America OEM market were down due to rescheduled deliveries to key accounts partially offset by sales to new customers. Gross margin as a percentage of net sales increased slightly to 26.8% during the first six months of fiscal 2014 as compared to 26.7% during the first six months of fiscal 2013 due to the higher margin business in Europe as well as currency fluctuations and a reduction in freight expense. 
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses (“SG&A”) slightly increased to $10.5 million during the second quarter of fiscal 2014 compared to $10.2 million during the second quarter of fiscal 2013. The increase includes a $0.6 million increase of total company support function costs offset by a $0.1 million reduction of SG&A for EDG and a $0.2 million reduction of SG&A for Canvys. SG&A as a percentage of sales from continuing operations increased to 29.6% during the second quarter of fiscal 2014 from 27.9% during the second quarter of fiscal 2013.

21
Table of Contents

Selling, general, and administrative expenses (“SG&A”) remained relatively flat at $20.5 million during the first six months of fiscal 2014 compared to $20.4 million during the first six months of fiscal 2013. The increase includes a $0.6 million increase of total company support function costs offset by a $0.1 million reduction of SG&A for EDG and a $0.4 million reduction of SG&A for Canvys. SG&A as a percentage of sales from continuing operations increased to 29.5% during the first six months of fiscal 2014 from 28.2% during the first six months of fiscal 2013.
Other Income/Expense
Other income/expense was income of $0.3 million during the second quarter of fiscal 2014, compared to income of $0.1 million during the second quarter of fiscal 2013. The $0.3 million in the second quarter of fiscal 2014 was primarily due to investment income. The $0.1 million in fiscal 2013 was comprised of investment income of $0.4 million offset by a foreign exchange loss of $0.3 million. Our foreign exchange gains and losses are primarily due to the translation of U.S. dollars held in non-U.S. entities. We currently do not utilize derivative instruments to manage our exposure to foreign currency.
Other income/expense was income of $2.6 million during the first six months of fiscal 2014, compared to income of $0.5 million during the first six months of fiscal 2013. Other income/expense during the first six months of fiscal 2014 included an anti-trust class action lawsuit settlement of $2.1 million and investment income of $0.5 million, partially offset by foreign exchange loss of less than $0.1 million. Our foreign exchange gains and losses are primarily due to the translation of U.S. dollars held in non-U.S. entities. We currently do not utilize derivative instruments to manage our exposure to foreign currency.
Income Tax Provision
The effective income tax rate from continuing operations during the first six months of fiscal 2014 was 18.8%, as compared to 15.3% during the first six months of fiscal 2013. The increase in rate during the first six months of fiscal 2014, as compared to fiscal 2013, was due to an increase in the amount of foreign earnings not considered to be permanently reinvested and an increase in forecasted earnings available in foreign jurisdictions for distribution with respect to ASC 740-30, Income Taxes – Other Considerations or Special Areas ("ASC 740-30"). The 18.8% effective income tax rate is lower than the federal statutory rate of 34.0% as a result of our geographical distribution of income and apportionment of income to various states. Additionally, during the second quarter of fiscal 2014, we developed a strategy for the recently acquired German business to pursue increased market opportunities in Germany; therefore, we have changed our position with respect to earnings in Germany which are now considered to be permanently reinvested under ASC 740-30. This change in the Company's assertion further reduced the effective tax rate for the first six months of fiscal 2014 by 7.6%.
In the normal course of business, we are subject to examination by taxing authorities throughout the world. Generally, years prior to fiscal 2006 are closed for examination under the statute of limitation for U.S. federal, state or local, or non-U.S. tax jurisdictions. During fiscal 2013, we completed federal audits in the U.S. for fiscal 2009, 2010, and 2011. Our primary foreign tax jurisdictions are the Netherlands and Germany. We have tax years open in the Netherlands and Germany beginning in fiscal 2008.
As of November 30, 2013, approximately $42.8 million of cumulative positive earnings of some of our foreign subsidiaries are still considered permanently reinvested pursuant to ASC 740-30. Due to various tax attributes that are continuously changing, it is not practical to determine what, if any, tax liability might exist if such earnings were to be repatriated.
As of November 30, 2013, we did not have any worldwide liability for uncertain tax positions related to continuing operations as compared to $0.4 million as of December 1, 2012. Therefore, we have not recorded penalties and interest relating to uncertain tax positions in the income tax expense line item within the unaudited consolidated statements of income and comprehensive income.
It is not expected that there will be a change in the unrecognized tax benefits within the next 12 months.

22
Table of Contents

Discontinued Operations
Financial Summary – Discontinued Operations
Summary financial results for the three months ended November 30, 2013, and December 1, 2012, are presented in the following table (in thousands):
 
Three Months Ended
 
Six Months Ended
 
November 30, 2013
 
December 1, 2012
 
November 30, 2013
 
December 1, 2012
Net sales
$
178

 
$
278

 
$
264

 
$
499

Gross profit (loss) (1)
(55
)
 
(128
)
 
(103
)
 
(221
)
Selling, general, and administrative expenses
117

 
201

 
149

 
266

Other expense
—

 
1

 
1

 
1

Income tax benefit
(65
)
 
(127
)
 
(135
)
 
(198
)
Loss from discontinued operations, net of tax
$
(107
)
 
$
(203
)
 
$
(118
)
 
$
(290
)
Notes:
(1) Gross profit (loss) for fiscal year 2014 and 2013 includes unabsorbed manufacturing labor and overhead expenses related to the Manufacturing Agreement with RFPD.
Assets and liabilities classified as discontinued operations on our consolidated balance sheets as of November 30, 2013, and June 1, 2013, include the following (in thousands):
 
November 30, 2013
 
June 1, 2013
Inventories
$
356

 
$
303

Discontinued operations - Assets
$
356

 
$
303

 
 
 
 
Accrued liabilities - current
$
—

 
$
245

Discontinued operations - Liabilities
$
—

 
$
245

In accordance with ASC 230, Statement of Cash Flows, entities are permitted but not required to separately disclose, either in the statement of cash flows or footnotes to the financial statements, cash flows pertaining to discontinued operations. Entities that do not present separate operating cash flow information related to discontinued operations must do so consistently for all periods presented, which may include periods long after the sale or liquidation of the operation. We did not have cash balances that were specific to RFPD and elected not to present separate cash flows from discontinued operations on our statement of cash flows.
Net Income and Per share Data
Net income during the second quarter of fiscal 2014 was $0.5 million, or $0.03 per diluted common share and $0.03 per Class B diluted common share, as compared to net income of $0.4 million during the second quarter of fiscal 2013, or $0.03 per diluted common share and $0.02 per Class B diluted common share.
Net income during the first six months of fiscal 2014 was $2.5 million, or $0.17 per diluted common share and $0.16 per Class B diluted common share, as compared to net income of $1.0 million during the first six months of fiscal 2013, or $0.06 per diluted common share and $0.06 per Class B diluted common share.

23
Table of Contents

LIQUIDITY, FINANCIAL POSITION, AND CAPITAL RESOURCES
Our cash needs have been primarily financed through current and prior year earnings. Cash and cash equivalents for the first quarter ended November 30, 2013, were $92.6 million. In addition, CDs and time deposits classified as short-term investments were $39.5 million and long-term investments were $2.0 million, including equity securities of $0.5 million. Cash and investments at November 30, 2013, consisted of $72.4 million in North America, $20.1 million in Europe, $0.7 million in Latin America, and $40.9 million in Asia/Pacific. At June 1, 2013, cash and cash equivalents were $102.0 million. In addition, CDs and time deposits classified as short-term investments were $39.0 million and long-term investments were $5.4 million, including equity securities of $0.4 million. Cash and investments at June 1, 2013, consisted of $82.1 million in North America, $22.1 million in Europe, $1.2 million in Latin America, and $41.0 million in Asia/Pacific.
Cash Flows from Discontinued Operations
In accordance with ASC 230, Statement of Cash Flows, entities are permitted but not required to separately disclose, either in the statement of cash flows or footnotes to the financial statements, cash flows pertaining to discontinued operations. Entities that do not present separate operating cash flow information related to discontinued operations must do so consistently for all periods presented, which may include periods long after the sale or liquidation of the operation.
We believe we will continue to have sufficient liquidity to fund our future growth strategies for our business in the foreseeable future.
Cash Flows from Operating Activities
The cash flow from operating activities primarily resulted from our net income, adjusted for non-cash items, and changes in our operating assets and liabilities.
Operating activities, which include our discontinued operations, used $0.9 million of cash during the first six months of fiscal 2014. We had net income of $2.5 million during the first six months of fiscal 2014, which included non-cash stock-based compensation expense of $0.4 million associated with the issuance of stock option awards and depreciation and amortization expense of $0.5 million associated with our property and equipment as well as amortization of our intangible assets. Changes in our operating assets and liabilities, net of effects of acquired businesses, used $4.2 million of cash during the first six months of fiscal 2014, due primarily to the increase in our inventory of $0.1 million, a decrease in our accounts payable of $2.2 million, and an increase in our accounts receivable of $1.7 million, partially offset by a decrease in our long-term tax liabilities of $0.5 million. The increase in our inventory was due to an increase in purchases related to specific projects within our Canvys business. The decrease in our accounts payable relates primarily to the timing of payments to some of our major suppliers. The increase in our accounts receivables of $1.7 million was due primarily to a slight increase in our day sales outstanding caused primarily by a shift in customer mix by geography.
Operating activities, which include our discontinued operations, provided $2.9 million of cash during the first six months of fiscal 2013.  We had net income of $1.0 million in the first six months of fiscal 2013, which included non-cash stock-based compensation expense of $0.3 million associated with the issuance of stock option awards and depreciation and amortization expense of $0.6 million associated with our investments in property and equipment as well as amortization of our intangible assets.  Changes in our operating assets and liabilities, net of effects of acquired businesses, provided $1.0 million of cash during the first six months of fiscal 2013, due primarily to the decrease in our inventory of $1.7 million, increase in our accounts payable of $1.2 million, partially offset by an increase in our accounts receivable of $1.4 million, and an increase to our prepaid expense of $0.4 million. The decrease in our inventory was the result of reduced inventory purchases during the first six months due to the decline in net sales. The increase in accounts payable of $1.2 million was due primarily to an increase in accrued vouchers of $0.6 million and $0.6 million related to re-classes of customer credit balances in accounts receivable to accounts payable. The increase in our accounts receivable of $1.4 million was due primarily to the timing of customer payments and a $0.6 million reclass of customer credit balances to accounts payable. The increase in prepaid expenses of $0.4 million was due primarily to the renewal of our liability insurance coverage.

24
Table of Contents

Cash Flows from Investing Activities
The cash flow from investing activities has consisted primarily of purchases and maturities of investments and capital expenditures.    
Cash provided by investing activities of $1.1 million during the first six months of fiscal 2014 included proceeds from the maturities of investments of $54.5 million, offset by the purchase of investments of $51.6 million, $1.0 million for the acquisition of WVS, and $1.0 million in capital expenditures.    
Cash provided by investing activities of $18.8 million during the first six months of fiscal 2013, included proceeds from maturities of investments of $97.5 million, offset by the purchase of investments of $75.6 million, $2.6 million for the acquisition of D and C, and $0.6 million in capital expenditures.
Our purchases and proceeds from investments consist of time deposits and CDs. Purchasing of future investments may vary from period to period due to interest and foreign currency exchange rates.
Cash Flows from Financing Activities    
The cash flow from financing activities primarily consists of repurchases of common stock and cash dividends paid.
Cash used in financing activities of $10.2 million during the first six months of fiscal 2014 resulted from $8.7 million of cash used to repurchase common stock under our share repurchase authorization and $1.7 million of cash used to pay dividends, offset by $0.2 million of proceeds from the issuance of common stock.
Cash used in financing activities of $13.3 million during the first six months of fiscal 2013, resulted from $11.6 million of cash used to repurchase common stock and $1.8 million in dividends paid, offset by $0.1 million of proceeds from the issuance of common stock. The repurchase of common stock relates to our share repurchase authorizations.
All payments of dividends are at the discretion of the Board of Directors. Dividend payments will depend on earnings, capital requirements, operating conditions, and other factors that the Board may deem relevant.
We believe that the existing sources of liquidity, including current cash, will provide sufficient resources to meet known capital requirements and working capital needs for the fiscal year ending May 31, 2014.

25
Table of Contents

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 are set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended June 1, 2013, filed July 26, 2013.
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 November 30, 2013.
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 first six months of fiscal 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

26
Table of Contents

PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time we or our subsidiaries are involved in legal actions that arise in the ordinary course of our business. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any current claims, including the above mentioned legal matters, will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
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 year ended June 1, 2013, filed July 26, 2013.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Period Ended
 
Total Number
of Shares
Purchased
 
Average Price
Paid per
Share
 
Total Number
of Shares
Purchased as Part
of Publicly Announced
Plans or Programs
 
Dollar Amount of
Shares Purchased
Under the Plans or
Programs
 
Amounts Remaining
Under the Share
Repurchase
Authorization
June 1, 2013
 
 
 
 
 
 
 
 
 
$
27,308,893

June 29, 2013
 
95,441

 
$
11.81

 
95,441

 
$
1,127,610

 
$
26,181,283

July 27, 2013
 
56,429

 
$
11.86

 
56,429

 
$
669,439

 
$
25,511,844

August 31, 2013
 
426,195

 
$
11.50

 
426,195

 
$
4,902,732

 
$
20,609,112

September 28, 2013
 
91,499

 
$
11.36

 
91,499

 
$
1,039,257

 
$
19,569,855

October 26, 2013
 
81,494

 
$
11.45

 
81,494

 
$
933,276

 
$
18,636,579

November 30, 2013
 
4,518

 
$
11.58

 
4,518

 
$
52,316

 
$
18,584,263

TOTAL
 
755,576

 
$
11.55

 
755,576

 
$
8,724,630

 
 

ITEM 5. OTHER INFORMATION
Results of Operation and Financial Condition and Declaration of Dividend
On January 9, 2014, we issued a press release reporting results for our second quarter and first six months ended November 30, 2013, and the declaration of a cash dividend. A copy of the press release is furnished as Exhibit 99.1 to this Form 10-Q and incorporated by reference herein.
ITEM 6. EXHIBITS
See exhibit index which is incorporated by reference herein.

27
Table of Contents

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 9, 2014
By:
 
 
 
    Kathleen S. Dvorak
    Chief Financial Officer

    (on behalf of the Registrant and
    as Principal Financial Officer)
 

28

Exhibit Index 
 (c)        EXHIBITS
 
 
 
Exhibit
Number
 
Description
 
 
 
3.1
 
Restated Certificate of Incorporation of the Company, incorporated by reference to Appendix B to the Proxy Statement / Prospectus dated November 13, 1986, incorporated by reference to the Company’s Registration Statement on Form S-4.
3.2
 
Amended and Restated By-Laws of the Company, incorporated by reference to Exhibit 3.2 on the Company’s Report on Form 10-Q for the quarterly period ended December 3, 2011.
31.1
 
Certification of Edward J. Richardson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I).
31.2
 
Certification of Kathleen S. Dvorak pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I).
32
 
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I).
99.1
 
Press release dated January 8, 2014.
101
 
The following financial information from our Quarterly Report on Form 10-Q for the second quarter and first six months of fiscal 2014, filed with the SEC on January 9, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of November 30, 2013, and June 1, 2013, (ii) the Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended November 30, 2013, and December 1, 2012, (iii) the Unaudited Consolidated Statements of Cash Flows for the three and six months ended November 30, 2013, and December 1, 2012, (iv) the Unaudited Consolidated Statement of Stockholder’s Equity as of November 30, 2013, and (v) Notes to Unaudited Consolidated Financial Statements.


29