Richardson Electronics LTD (RELL) SEC Annual Report (10-K) for 2013

migration prior to the termination date of the Transition Services Agreement. A significant disruption or failure in the design, implementation or support of the new information technology systems could disrupt our business, result in increased costs or decreased revenues, harm our reputation, or expose us to liability. To the extent we cannot timely complete this project, our business may suffer and we may incur significant additional costs.

We may be subject to intellectual property rights claims, which are costly to defend, could require payment of damages or licensing fees, and/or could limit our ability to use certain technologies in the future.

Substantial litigation and threats of litigation regarding intellectual property rights exist in the display systems and electronics industries. From time to time, third parties (including certain companies in the business of acquiring patents not for the purpose of developing technology but with the intention of aggressively seeking licensing revenue from purported infringers) may assert patent and/or other intellectual property rights to technologies that are important to our business. In any dispute involving products that we have sold, our customers could also become the target of litigation. We are obligated in many instances to indemnify and defend our customers if the products we sell are alleged to infringe any third party's intellectual property rights. In some cases, depending on the nature of the claim, we may be able to seek indemnification from our suppliers for our self and our customers against such claims, but there is no assurance that we will be successful in obtaining such indemnification or that we are fully protected against such claims. Any infringement claim brought against us, regardless of the duration, outcome or size of damage award, could result in substantial cost, divert our management's attention, be time consuming to defend, result in significant damage awards, cause product shipment delays; or require us to enter into royalty or other licensing agreements.

Additionally, if an infringement claim is successful we may be required to pay damages or seek royalty or license arrangements which may not be available on commercially reasonable terms. The payment of any such damages or royalties may significantly increase our operating expenses and harm our operating results and financial condition. Also, royalty or license arrangements may not be available at all. We may have to stop selling certain products or using technologies, which could affect our ability to compete effectively.

Potential lawsuits, with or without merit, may divert management's attention, and we may incur significant expenses in our defense. In addition, we may be required to pay damage awards or settlements, become subject to injunctions or other equitable remedies, or determine to abandon certain lines of business, that may cause a material adverse effect on our results of operations, financial position, and cash flows.

If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls over financial reporting, we may not be able to detect fraud or report our financial results accurately or timely.

An effective internal control environment is necessary for us to produce reliable financial reports and is an important part of our effort to prevent financial fraud. We are required to periodically evaluate the effectiveness of the design and operation of our internal controls over financial reporting. Based on these evaluations, we may conclude that enhancements, modifications or changes to internal controls are necessary or desirable. While management evaluates the effectiveness of our internal controls on a regular basis, these controls may not always be effective. There are inherent limitations on the effectiveness of internal controls, including fraud, collusion, management override, and failure in human judgment. In addition, control procedures are designed to reduce rather than eliminate business risks.

If we fail to maintain an effective system of internal controls, or if management or our independent registered public accounting firm discovers material weaknesses in our internal controls, we may be unable to produce reliable financial reports or prevent fraud. In addition, we may be subject to sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission or NASDAQ. Any such actions could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

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If we are deemed to be an investment company, we will be required to meet burdensome compliance requirements and restrictions on our activities.

Currently we have significant cash reserves. If we are deemed to be an "investment company" as defined under the Investment Company Act of 1940 (the "Investment Company Act"), the nature of our investments may be subject to various restrictions. We do not believe that our principal activities subject us to the Investment Company Act. However, if we are deemed to be subject to the Investment Company Act, compliance with required additional regulatory burdens would increase our operating expenses.

ITEM 1B. Unresolved Staff Comments

None.

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ITEM 2. Properties

We own three facilities and lease 29 facilities. We own our corporate facility and largest distribution center, which is located on approximately 96 acres in LaFox, Illinois and consists of approximately 242,000 square feet of manufacturing, warehouse, and office space. We maintain geographically diverse facilities because we believe this provides value to our customers and suppliers, and limits market risk and exchange rate exposure. We consider our properties to be well maintained, in sound condition and repair, and adequate for our present needs. The extent of utilization varies from property to property and from time to time during the year.

Our facility locations, their primary use, and segments served are as follows:

Location		Leased/Owned		Use		Segment
Woodland Hills, California		Leased		Sales		EDG
Farmington, Connecticut		Leased		Sales		EDG
Brooksville, Florida		Leased		Sales/Distribution		EDG
Fort Lauderdale, Florida		Leased		Sales		EDG
LaFox, Illinois *		Owned		Corporate/Sales/Distribution/Manufacturing		EDG/Canvys
Rockland, Massachusetts		Leased		Sales		EDG
Marlborough, Massachusetts		Leased		Sales/Distribution/Manufacturing		Canvys
Plymouth, Minnesota		Leased		Sales/Distribution/Manufacturing		Canvys
Long Beach, New York		Leased		Sales		EDG
New York City, New York		Leased		Sales		EDG
Charlotte, North Carolina		Leased		Sales		EDG
Sao Paulo, Brazil		Leased		Sales/Distribution		EDG
Beijing, China		Leased		Sales		EDG
Shanghai, China		Leased		Sales/Distribution		EDG
Shenzhen, China		Leased		Sales		EDG
Colombes, France		Leased		Sales		EDG
Donaueschingen, Germany		Leased		Sales/Distribution/Manufacturing		Canvys
Puchheim, Germany		Leased		Sales		EDG
Florence, Italy		Owned		Sales		EDG
Milan, Italy		Leased		Sales		EDG
Tokyo, Japan		Leased		Sales		EDG
Mexico City, Mexico		Leased		Sales		EDG
Amsterdam, Netherlands		Leased		Sales/Distribution		EDG
Singapore, Singapore		Leased		Sales/Distribution		EDG
Seoul, South Korea		Leased		Sales		EDG
Madrid, Spain		Owned		Sales		EDG
Taipei, Taiwan		Leased		Sales		EDG/Canvys
Bangkok, Thailand		Leased		Sales/Distribution		EDG
Dubai, United Arab Emirates		Leased		Sales/Testing/Repair		EDG
Hook, United Kingdom		Leased		Sales/Distribution/Testing/Repair		EDG
Lincoln, United Kingdom		Leased		Sales		EDG/Canvys
Ho Chi Minh City, Vietnam		Leased		Sales		EDG

*	LaFox, Illinois is also the location of our corporate headquarters.

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ITEM 3. Legal Proceedings

From time to time, we or our subsidiaries are involved in pending judicial proceedings concerning matters arising in the ordinary course of our business. While the outcome of litigation is subject to uncertainties, based on information at the time the financial statements were issued, we do not believe that the outcome of any current claims will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

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PART II

ITEM 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Unregistered Sales of Equity Securities

None.

Share Repurchases

Period		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 2, 2012																		$	17,333,081
June 3, 2012 - June 30, 2012			285,800			$	11.81				285,800			$	3,375,588			$	13,957,493
July 1, 2012 - July 28, 2012			35,373			$	12.19				35,373			$	431,323			$	38,526,170
July 29, 2012 - September 1, 2012			140,513			$	12.42				140,513			$	1,745,405			$	36,780,765
September 2, 2012 - September 29, 2012			96,972			$	12.11				96,972			$	1,174,044			$	35,606,721
September 30, 2012 - October 27, 2012			305,158			$	11.96				305,158			$	3,649,513			$	31,957,208
October 28, 2012 - ‘December 1, 2012			100,815			$	11.64				100,815			$	1,173,507			$	30,783,701
December 2, 2012 - December 29, 2012			-			$	-				-			$	-			$	30,783,701
December 30, 2012 - January 26, 2013			-			$	-				-			$	-			$	30,783,701
January 27, 2013 - March 2, 2013			-			$	-				-			$	-			$	30,783,701
March 3, 2013 - March 30, 2013			-			$	-				-			$	-			$	30,783,701
March 31, 2013 - April 27, 2013			-			$	-				-			$	-			$	30,783,701
April 28, 2013 - June 1, 2013			296,725			$	11.71				296,725			$	3,474,808			$	27,308,893

Dividends

Our quarterly dividend was $0.06 per common share and $0.054 per Class B common share. Annual dividend payments for fiscal 2013 and fiscal 2012 were approximately $3.6 million and $3.3 million, respectively. All future payments of dividends are at the discretion of the Board of Directors. Dividend payments will depend on earnings, capital requirements, operating conditions, and such other factors that the Board may deem relevant.

Common Stock Information

Our common stock is traded on the NASDAQ Global Select Market ("NASDAQ") under the trading symbol ("RELL"). There is no established public trading market for our Class B common stock. As of July 22, 2013, there were approximately 747 stockholders of record for the common stock and approximately 16 stockholders of record for the Class B common stock. The following table sets forth the high and low closing sales price per share of RELL common stock as reported on the NASDAQ for the periods indicated.

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Highs and Lows of Common Stock
		2013								2012
Fiscal Quarter		High				Low				High				Low
First		$	12.71			$	11.52			$	15.04			$	12.83
Second		$	12.39			$	10.75			$	14.50			$	11.89
Third		$	12.44			$	11.07			$	12.62			$	11.99
Fourth		$	12.24			$	11.14			$	12.70			$	11.50

Performance Graph

The following graph compares the performance of our common stock for the periods indicated with the performance of the NASDAQ Composite Index and NASDAQ Electronic Components Index. The graph assumes $100 invested on the last day of our fiscal year 2008, in our common stock, the NASDAQ Composite Index, and NASDAQ Electronic Components Index. Total return indices reflect reinvestment of dividends at the closing stock prices at the date of the dividend declaration.

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ITEM 6. Selected Financial Data

Five-Year Financial Review

This information should be read in conjunction with our consolidated financial statements, accompanying notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere herein.

		Fiscal Year Ended (1)
		(in thousands , except per share amounts )
		June 1, 2013				June 2, 2012				May 28, 2011  (2) (3)				May 29, 2010  (3)				May 30, 2009  (3)
Statements of Income (Loss)
Net sales		$	141,066			$	157,836			$	158,867			$	135,372			$	141,190
Continuing Operations
Income (loss) from continuing operations before tax		$	642			$	7,656			$	2,450			$	(4,250	)		$	(27,043	)
Income tax provision (benefit)			160				(334	)			468				(68	)			600
Income (loss) from continuing operations		$	482			$	7,990			$	1,982			$	(4,182	)		$	(27,643	)
Discontinued Operations
Income from discontinued operations		$	766			$	536			$	85,966			$	20,277			$	15,479
Net income (loss)		$	1,248			$	8,526			$	87,948			$	16,095			$	(12,164	)
Per Share Data
Net income (loss) per Common share - Basic:
Income (loss) from continuing operations		$	0.03			$	0.48			$	0.11			$	(0.24	)		$	(1.57	)
Income from discontinued operations			0.05				0.03				4.87				1.16				0.88
Total net income (loss) per Common share - Basic:		$	0.08			$	0.51			$	4.98			$	0.92			$	(0.69	)
Net income (loss) per Class B common share - Basic:
Income (loss) from continuing operations		$	0.03			$	0.43			$	0.10			$	(0.21	)		$	(1.41	)
Income from discontinued operations			0.05				0.03				4.38				1.04				0.79
Total net income (loss) per Class B common share - Basic:		$	0.08			$	0.46			$	4.48			$	0.83			$	(0.62	)
Net income (loss) per Common share - Diluted:
Income (loss) from continuing operations		$	0.03			$	0.47			$	0.11			$	(0.24	)		$	(1.57	)
Income from discontinued operations			0.05				0.03				4.72				1.16				0.88
Total net income (loss) per Common share - Diluted:		$	0.08			$	0.50			$	4.83			$	0.92			$	(0.69	)
Net income (loss) per Class B common share - Diluted:
Income (loss) from continuing operations		$	0.03			$	0.43			$	0.10			$	(0.21	)		$	(1.41	)
Income from discontinued operations			0.05				0.03				4.32				1.04				0.79
Total net income (loss) per Class B common share - Diluted:		$	0.08			$	0.46			$	4.42			$	0.83			$	(0.62	)
Cash Dividend Data
Dividends per common share		$	0.240			$	0.200			$	0.110			$	0.080			$	0.080
Dividends per Class B common share (4)			0.220				0.180				0.099				0.072				0.072
Balance Sheet Data
Total assets		$	217,318			$	231,423			$	314,054			$	234,815			$	294,198
Short-term debt			-				-				-				19,517				-
Long-term debt			-				-				-				-				52,353
Stockholders' equity			185,239				200,213				222,047				129,863				222,039

(1)	Our fiscal year ends on the Saturday nearest the end of May. Each of the fiscal years presented contain 52/53 weeks.

(2)	Fiscal 2011 has been restated to reflect a $2.1 million misstatement. See Note 3 "Restatement" of the notes to our consolidated financial statements in Part II, Item 8 for further information.

(3)	Restated to reflect the sale of RFPD. See Note 5 "Discontinued Operations" of the notes to our consolidated financial statements in Part II, Item 8 of this Annual Report on form 10-K.

(4)	The dividend per Class B common share is 90% of the dividend per Class A common share.

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ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and related notes.

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 fiscal years ended June 1, 2013, June 2, 2012, and May 28, 2011, as reflected in our consolidated statements of comprehensive income (loss).

•

Liquidity, Financial Position, and Capital Resources - a discussion of our primary sources and uses of cash for the fiscal years ended June 1, 2013, June 2, 2012, and May 28, 2011, 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 March 1, 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, which included an estimated pre-closing working capital adjustment of approximately $27.0 million ("the Transaction"). During the fourth quarter of fiscal 2011, we recorded a working capital adjustment of $4.2 million in our results from discontinued operations. During the second quarter of fiscal 2012, we paid Arrow $3.9 million to settle the agreed upon working capital adjustment.

On September 5, 2011, we acquired the assets of Powerlink Specialist Electronics Support Limited ("Powerlink") for approximately $2.3 million. Powerlink, a UK-based technical service company with locations in London and Dubai, services traveling wave tube ("TWT") amplifiers and related equipment for the Satellite Communications market throughout Europe and the Middle East.

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 commercial, broadcast, medical, industrial, scientific, and military markets. This acquisition provides us with access to additional product lines, vendors, and customers.

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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, CO 2 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

Overview - Fiscal Year Ended June 1, 2013

•

Net sales for fiscal 2013 were $141.1 million, down 10.6%, compared to net sales of $157.8 million during fiscal 2012.

•

Gross margin as a percentage of net sales was relatively flat at 29.5% during fiscal 2013, compared to 29.6% during fiscal 2012.

•

Selling, general, and administrative expenses increased to $41.5 million during fiscal 2013, compared to $40.6 million during fiscal 2012.

•

Operating income during fiscal 2013 was less than $0.1 million, compared to operating income of $6.3 million during fiscal 2012.

•

Income from continuing operations during fiscal 2013 was $0.5 million, or $0.03 per diluted common share, versus income of $8.0 million, or $0.47 per diluted common share, during fiscal 2012.

•

Income from discontinued operations, net of tax, was $0.8 million, or $0.05 per diluted common share, during fiscal 2013 compared to $0.5 million, or $0.03 per diluted common share, during fiscal 2012.

•

Net income during fiscal 2013 was $1.2 million, or $0.08 per diluted common share, compared to net income of $8.5 million, or $0.50 per diluted common share, during fiscal 2012.

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Net Sales and Gross Profit Analysis

Net sales by segment and percent change for fiscal 2013, 2012, and 2011 were as follows ( in thousands ):

Net Sales		FY 2013				FY 2012				FY 2011				FY13 vs. FY12 % Change				FY12 vs. FY11 % Change
EDG		$	102,593			$	112,586			$	113,715				(8.9	%)			(1.0	%)
Canvys			38,473				45,250				45,152				(15.0	%)			0.2	%
Total		$	141,066			$	157,836			$	158,867				(10.6	%)			(0.6	%)

During fiscal 2013 consolidated net sales decreased 10.6 % compared to fiscal 2012. Sales for Canvys declined by 15.0%, and sales for EDG declined 8.9%. Consolidated net sales during fiscal 2012 decreased 0.6% compared to fiscal 2011, reflecting an increase in Canvys sales of 0.2%, offset by a 1.0% decline in sales for EDG.

Gross profit by segment and percent of segment net sales for fiscal 2013, 2012, and 2011 were as follows ( in thousands ):

Gross Profit		FY 2013								FY 2012								FY 2011
EDG		$	31,431				30.6	%		$	34,626				30.8	%		$	35,020				30.8	%
Canvys			10,114				26.3	%			12,155				26.9	%			11,093				24.6	%
Total		$	41,545				29.5	%		$	46,781				29.6	%		$	46,113				29.0	%

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.

Consolidated gross profit was $41.5 million during fiscal 2013, compared to $46.8 million during fiscal 2012. Consolidated gross margin as a percentage of net sales declined slightly to 29.5% during fiscal 2013, from 29.6% during fiscal 2012. Gross margin during fiscal 2013 and fiscal 2012 included expense related to inventory provisions for EDG and Canvys of $0.2 million and $0.2 million, respectively. In addition gross margin for EDG included $1.0 million and $0.2 million related to unabsorbed manufacturing labor and overhead for continuing operations during fiscal 2013 and 2012, respectively.

Consolidated gross profit was $46.8 million during fiscal 2012, compared to $46.1 million during fiscal 2011. Consolidated gross margin as a percentage of net sales increased to 29.6% during fiscal 2012, from 29.0% during fiscal 2011. Gross margin during fiscal 2012 included expense related to inventory provisions for EDG and Canvys of $0.2 million and $0.2 million, respectively. Gross margin during fiscal 2011 included expense related to inventory provisions for EDG and Canvys of $0.7 million and $0.4 million, respectively.

Electron Device Group

Net sales for EDG decreased 8.9% to $102.6 million during fiscal 2013, from $112.6 million during fiscal 2012. Net sales of tubes decreased to $80.8 million during fiscal 2013, as compared to $90.1

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million during fiscal 2012, due primarily to economic factors and weaker demand, particularly in Europe and China, as well as overall declines in the plastic, wood, and semiconductor fabrication markets. Net sales of continuous wave magnetrons and related assemblies sold primarily into the semi-conductor fabrication market decreased to $9.7 million during fiscal 2013, as compared to $10.1 million during fiscal 2012. Gross margin as a percentage of net sales decreased slightly to 30.6% during fiscal 2013, as compared to 30.8% during fiscal 2012.

Net sales for EDG decreased 1.0% to $112.6 million during fiscal 2012, from $113.7 million during fiscal 2011. Net sales of tubes decreased slightly to $90.1 million during fiscal 2012, as compared to $91.9 million during fiscal 2011, due primarily to declines in the broadcast and textile markets. Net sales of continuous wave magnetrons and related assemblies sold primarily into the semi-conductor fabrication market decreased to $10.1 million during fiscal 2012, as compared to $11.5 million during fiscal 2011. Gross margin as a percentage of net sales remained flat at 30.8% during fiscal 2012, as compared to 30.8% during fiscal 2011.

Canvys

Canvys net sales decreased 15.0% to $38.5 million during fiscal 2013, from $45.3 million during fiscal 2012. Sales were down in the North America Healthcare segment driven by the uncertainty with surrounding health care reform while sales in Europe were down due to continuing economic pressures. Gross margin as a percentage of net sales decreased to 26.3% during fiscal 2013 as compared to 26.9% during fiscal 2012, due to lower margin in Europe associated with customer mix and currency exchange.

Canvys net sales increased 0.2% to $45.3 million during fiscal 2012, from $45.2 million during fiscal 2011. Sales increased in the North America original equipment manufacturer ("OEM") market, while sales in Europe were down due to the effect of the economic crisis on German exports. Healthcare revenues were flat. Gross margin as a percentage of net sales increased to 26.9 % during fiscal 2012 as compared to 24.6% during fiscal 2011, due primarily to improved quoting procedures and project selection, and better control of inventory and expedited freight requirements. A warranty charge taken during the fourth quarter of fiscal 2012 relating to a customer specific project had a negative impact on gross margin of 0.7%.

Sales by Geographic Area

On a geographic basis, our sales are categorized by destination: North America; Europe; Asia/Pacific; Latin America; and Other.

Net sales by geographic area and percent change for fiscal 2013, 2012, and 2011 were as follows ( in thousands ):

Net Sales		FY 2013				FY 2012				FY 2011				FY13 vs. FY12 % Change				FY12 vs. FY11 % Change
North America		$	61,633			$	68,990			$	67,646				(10.7	%)			2.0	%
Asia/Pacific			22,732				25,588				26,354				(11.2	%)			(2.9	%)
Europe			45,663				52,039				54,040				(12.3	%)			(3.7	%)
Latin America			9,447				9,870				10,239				(4.3	%)			(3.6	%)
Other			1,591				1,349				588
Total		$	141,066			$	157,836			$	158,867				(10.6	%)			(0.6	%)

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Gross profit by geographic area and percent of geographic net sales for fiscal 2013, 2012, and 2011 were as follows ( in thousands ):

Gross Profit (Loss)		FY 2013								FY 2012								FY 2011
North America		$	21,460				34.8	%		$	21,640				31.4	%		$	19,873				29.4	%
Asia/Pacific			7,753				34.1	%			9,061				35.4	%			9,441				35.8	%
Europe			14,323				31.4	%			16,082				30.9	%			14,356				26.6	%
Latin America			3,294				34.9	%			3,710				37.6	%			4,093				40.0	%
Other			(5,285	)							(3,712	)							(1,650	)
Total		$	41,545				29.5	%		$	46,781				29.6	%		$	46,113				29.0	%

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses ("SG&A") increased during fiscal 2013 to $41.5 million from $40.6 million during fiscal 2012. SG&A as a percentage of sales from continuing operations, increased to 29.4% during fiscal 2013 from 25.8% during fiscal 2012. SG&A in fiscal 2013 includes a $1.4 million increase for EDG partially offset by a $0.1 million reduction of support function costs and a decrease of SG&A costs for Canvys of $0.9 million. SG&A in fiscal 2013 includes employee-related termination costs of $0.5 million, $0.3 million, and $0.4 million relating to EDG, Canvys, and Corporate, respectively, compared to no employee-related termination costs for fiscal 2012.

SG&A decreased during fiscal 2012 to $40.6 million from $43.3 million during fiscal 2011. SG&A as a percentage of sales, from continuing operations, declined by 140 basis points to 25.8% during fiscal 2012 from 27.2% during fiscal 2011. The $2.7 million decrease includes a $0.1 million reduction of SG&A for EDG and a $2.8 million reduction of total company support function costs, due primarily to a reduction in headcount and professional services, partially offset by an increase of SG&A costs for Canvys of $0.2 million due primarily to an increase in bad debts from one customer, partially offset by a decrease in salary and severance.

Other (Income) Expense

Other (income) expense was income of $0.6 million during fiscal 2013, compared to income of $1.4 million during fiscal 2012. Other (income) expense included a foreign exchange loss of $0.8 million, as compared to a foreign exchange gain of less than $0.1 million during fiscal 2012. 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. Fiscal 2013 and fiscal 2012 also included $1.3 million and $1.4 million, respectively, of investment income.

Other (income) expense was income of $1.4 million during fiscal 2012, compared with expense of $0.4 million during fiscal 2011. The change from expense to income during fiscal 2012, as compared to fiscal 2011, was due primarily to income from investments of $1.4 million. Foreign exchange was a gain of less than $0.1 million during fiscal 2012, as compared to a foreign exchange loss of $0.6 million during fiscal 2011. 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. We carried no debt and had no redemptions during fiscal 2012, while fiscal 2011 included a loss of $0.1 million related to the redemption of our 7   3 / 4 % convertible senior subordinated notes. Interest expense decreased to less than $0.1 million during fiscal 2012, as compared to $0.1 million during fiscal 2011, due to the full redemption of our convertible notes.

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Income Tax Provision (Benefit)

Our income tax provision during fiscal year 2013 was $0.2 million. Our income tax benefit for fiscal year 2012 was $0.3 million. During fiscal 2011, we had an income tax provision of $0.5 million. The effective income tax rates for continuing operations during fiscal 2013, 2012, and 2011, were 24.9%, (4.37%), and 19.1%, respectively. The difference between the effective tax rates as compared to the U.S. federal statutory rate of 34% during 2013 and 2012 and 35% during fiscal 2011, resulted from our geographical distribution of taxable income or losses, return to provisions adjustments, the release of income tax reserves for uncertain tax positions, changes in the amount of foreign earnings considered to be permanently reinvested, and changes in valuation allowance. There were no changes in judgment during the fiscal year end regarding the beginning-of-year valuation allowance which would require a benefit to be excluded from the annual effective tax rate and allocated to the interim period.

As of June 1, 2013, we had no domestic federal net operating loss ("NOL") carryforwards. Domestic state NOL carryforwards amounted to approximately $2.3 million. Foreign NOL carryforwards totaled approximately $0.8 million with various or indefinite expiration dates. We also had no alternative minimum tax credit carryforward or foreign tax credit carryforwards as of June 1, 2013. The domestic federal NOL and foreign tax credit generated in fiscal 2013 are expected to be carried back to prior tax years.

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 of loss incurred in each jurisdiction over the three-year period ended June 1, 2013. On the basis of this evaluation, as of June 1, 2013, a valuation allowance of $7.5 million has been recorded to record only the portion of the deferred tax asset that more likely than not will be realized. The valuation allowance relates to deferred tax assets in jurisdictions where cumulative losses have been incurred, and domestic state NOL carryforwards related to states where the utilization of NOLs have been suspended. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or 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.

Our future U.S. federal statutory tax rate is expected to be closer to 34%, our state effective tax rate is expected to be approximately 3.8%, and our foreign effective tax rate is expected to be approximately 26%.

Income taxes paid, including foreign estimated tax payments, were $1.7 million, $40.1 million, and $3.4 million during fiscal 2013, 2012, and 2011, respectively.

We have historically determined that certain undistributed earnings of our foreign subsidiaries to the extent of cash available will be repatriated to the U.S., and accordingly, we have provided a deferred tax liability totaling $6.8 million and $7.6 million as of June 1, 2013 and June 2, 2012, respectively, on foreign earnings of $42.6 million. In addition, as of June 1, 2013, $36.9 million of cumulative positive earnings of some of our foreign subsidiaries are still considered permanently reinvested pursuant to ASC 740-30, Income Taxes - Other Considerations or Special Areas ("ASC 740-30"). Due to various tax attributes that are constantly changing, it is not practical to determine what, if any, tax liability might exist if such earnings were to be repatriated.

In the normal course of business, we are subject to examination by taxing authorities throughout the world. Generally, years prior to fiscal 2005 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 Germany and the Netherlands. We have tax years open in Germany and the Netherlands beginning in fiscal 2007.

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Discontinued Operations

Arrow Transaction

On March 1, 2011, we completed the sale of the assets primarily used or held for use in, and certain liabilities of, our RFPD division, as well as certain other Company assets, including our information technology assets, to Arrow in exchange for $238.8 million, which included an estimated pre-closing working capital adjustment of approximately $27.0 million. During the fourth quarter of fiscal 2011, we recorded a working capital adjustment of $4.2 million in our results from discontinued operations. During the second quarter of fiscal 2012, we paid Arrow $3.9 million to settle the working capital adjustment.

Following the Transaction, the Compensation Committee of our Board of Directors granted cash bonus compensation to certain executive officers and former employees in recognition of their efforts for successfully completing the Transaction. The cash bonus compensation amount awarded was approximately $3.8 million, and was recorded as expense from discontinued operations during the fourth quarter of fiscal 2011.

To help facilitate the transition of RFPD to Arrow, we agreed to provide certain transitional services to Arrow such as financial support services, warehouse services, and access to facilities in accordance with the terms of the Transition Services Agreement. Arrow also agreed to provide certain transitional services such as information technology services, warehouse services, and access to facilities and equipment in accordance with the terms of the Transition Services Agreement. The duration of the transitional services were less than one year from March 1, 2011, except for the information technology services which is three years. In addition, we entered into a Manufacturing Agreement with Arrow, in connection with the Transaction, for a term of three years. Pursuant to the Manufacturing Agreement, we agreed to manufacture certain products for Arrow.

The Transition Services Agreement, which commenced on March 1, 2011, and ended on March 1, 2012, allowed us to exert very limited influence over Arrow's operating and financial policies. The continuing cash flows related to our Transition Services Agreement as well as the Manufacturing Agreement, are insignificant. We believe it is appropriate to include fees and associated costs with the Transition Services Agreement that relate to financial support, certain facilities, and certain warehouse services in discontinued operations as they relate specifically to RFPD. We further believe it is appropriate to treat the revenue and costs associated with the Manufacturing Agreement as discontinued operations as it relates specifically to RFPD.

Financial Summary - Discontinued Operations

Summary financial results for fiscal 2013, 2012, and 2011 are presented in the following table ( in thousands ):

		Fiscal 2013				Fiscal 2012				Fiscal 2011
Net sales		$	636			$	2,984			$	321,826
Gross profit (loss) (1)			(553	)			(227	)			66,718
Selling, general, and administrative expenses (2)			714				552				44,317
Interest expense, net			-				-				387
Additional gain on sale			18				(266	)			(111,432	)
Income tax provision (benefit) (3)			(2,051	)			(1,049	)			47,480
Income (loss) from discontinued operations, net of tax			766				536				85,966

Notes:

(1)	Gross profit (loss) for fiscal year 2013 includes unabsorbed manufacturing labor and overhead expenses related to the Manufacturing Agreement with RFPD.

(2)	Selling, General and Administrative expenses relates primarily to tax audits resulting from the Transaction.

(3)	The income tax benefit of $2.1 million during fiscal year 2013 relates primarily to the reversal of tax reserves.

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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 flows 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.

Assets and liabilities classified as discontinued operations on our consolidated balance sheets as of June 1, 2013, and June 2, 2012, include the following ( in thousands ):

		June 1, 2013				June 2, 2012
Inventories		$	303			$	503
Prepaid expenses and other assets			-				11
Discontinued operations - Assets		$	303			$	514
Accrued liabilities - current (1)		$	243			$	253
Long-term income tax liabilities (2)			-				1,361
Discontinued operations - Liabilities		$	243			$	1,614

(1)	Included in accrued liabilities as of June 2, 2012, is $0.2 million of other accrued liabilities primarily related to professional legal and tax services.

(2)	Included in long-term income tax liabilties as of June 1, 2012, is the reserve for uncertain tax positions of $1.4 million.

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.

LIQUIDITY, FINANCIAL POSITION, AND CAPITAL RESOURCES

Our growth and cash needs have been primarily financed through income from operations and the proceeds from the sale of RFPD during fiscal 2011.

Cash and cash equivalents were $102.0 million at June 1, 2013. In addition, CD's and time deposits, classified as short-term investments were $38.9 million and long-term investments were $5.5 million including equity securities of $0.4 million. Cash and investments at June 1, 2013, consisted of $81.7 million in North America, $22.1 million in Europe, $1.2 million in Latin America, and $41.0 million in Asia/Pacific.

At June 2, 2012, cash and cash equivalents were $43.9 million at June 2, 2012. In addition, CD's and time deposits classified as short-term investments were $105.0 million and long-term investments were $10.7 million, including equity securities of $0.4 million. Cash and investments at June 2, 2012, consisted of $94.3 million in North America, $20.7 million in Europe, $0.7 million in Latin America, and $43.5 million in Asia/Pacific.

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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 remaining 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, provided $8.6 million of cash during fiscal 2013. We had net income of $1.2 million during fiscal 2013, which included non-cash stock-based compensation expense of $0.6 million associated with the issuance of stock option awards primarily to our directors and officers and depreciation and amortization expense of $1.1 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, provided $7.4 million of cash during fiscal 2013, due primarily to the decrease in inventory of $2.5 million, decrease in our accounts receivable of $1.8 million, partially offset by an increase to our prepaid expenses of $0.3 million. The decrease in our inventory was the result of reduced inventory purchases during fiscal 2013 due to the decline in net sales. The decrease in our receivables of $1.8 million was due primarily to the improvement in our day sales outstanding and lower sales volume. The increase in prepaid expenses of $0.3 million was due primarily to the renewal of our liability insurance coverage.

Cash used in operating activities, including our discontinued operations, during fiscal 2012 was $48.7 million. The $48.7 million of cash used in operating activities primarily reflects a decrease of $50.1 million in accrued liabilities, a $5.2 million decrease in long-term tax liabilities, a $6.6 million increase in income tax receivable, and an increase of $4.9 million in inventory, offset by a $5.1 million decrease in prepaid expenses and other assets. The $50.1 million decrease in accrued liabilities, excluding the impact of foreign exchange of $0.8 million, was due primarily to our tax payment related to the sale of RFPD during fiscal 2012. The $5.2 million decrease in long-term tax liabilities, excluding the impact of foreign exchange of $0.3 million, relates primarily to adjustments to our deferred tax liabilities as a result of changes to the amounts of permanently reinvested foreign earnings. The $6.6 million in income tax receivable relates to an overpayment in our estimated tax during fiscal 2012. The $4.9 million in inventory, excluding the impact of foreign exchange of $1.3 million, was due primarily to increased purchasing to support future sales growth. The $5.1 million decrease in prepaid expenses and other assets, excluding the impact of foreign exchange of less than $0.1 million, was due primarily to the final payment received of $4.2 million, from Arrow for the sale of RFPD.

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 during fiscal 2013, included proceeds from the maturities of investments of $154.2 million, offset by the purchase of investments of $82.9 million, $2.6 million for the acquisition of D and C, and $1.6 million in capital expenditures.

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Net cash used in investing activities of $49.4 million during fiscal 2012, was due primarily to the purchase of $423.6 million in time deposits and CDs and $2.3 million for the acquisition of Powerlink, offset by $376.6 million in proceeds from time deposits and CDs.

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 $18.4 million during fiscal 2013, resulted from $15.0 million of cash used to repurchase common stock and $3.6 million in dividends paid, offset by $0.2 million of proceeds from the issuance of common stock. The repurchase of common stock relates to our share repurchase authorizations. Cash dividends paid of $3.6 million were approved by the Board of Directors on July 23, 2012, October 8, 2012, January 8, 2013, and April 9, 2013.

Cash used in financing activities of $26.6 million during fiscal 2012, was due primarily to $24.0 million related to the repurchases of common stock and $3.3 million in cash dividends paid, partially offset by $0.8 million in proceeds from the issuance of common stock. The repurchase of common stock relates to our share repurchase authorizations. Cash dividends paid of $2.5 million were approved by the Board of Directors on July 19, 2011, October 4, 2011, January 10, 2012, and April 10, 2012.

Dividend payments during fiscal 2013 were approximately $3.6 million. All future payments of dividends are at the discretion of the Board of Directors. Dividend payments will depend on earnings, capital requirements, operating conditions, and such other factors that the Board may deem relevant.

Contractual Obligations

Contractual obligations by expiration period are presented in the table below as of June 1, 2013 ( in thousands ):

		Less than 1 year				1 - 3 years				3 - 5 years				More than 5 years				Total
Lease obligations (1)		$	160			$	1,928			$	402			$	708			$	3,198
IT services (2)			1,404				-				-				-				1,404
Total		$	1,564			$	1,928			$	402			$	708			$	4,602

(1)	Lease obligations are related to certain warehouse and office facilities under non-cancelable operating leases.

(2)	IT services are related to the Transaction.

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.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("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, goodwill and other 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.

The policies discussed below are considered by management to be critical to understanding our financial position and the results of operations. Their application involves significant judgments and estimates in preparation of our consolidated financial statements. For all of these policies, management cautions that future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment.

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; collectability and delinquency history by geographic area; and the fact that no single customer accounts for more than 10% of net sales. 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 $1.1 million as of June 1, 2013, and June 2, 2012.

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.

Inventories

Our worldwide inventories are stated at the lower of cost or market, generally using a weighted-average cost method. Our inventories included approximately $31.6 million of finished goods and $2.4 million of raw materials and work-in-progress as of June 1, 2013, as compared to approximately $31.8 million of finished goods and $2.9 million of raw materials and work-in-progress as of June 2, 2012.

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Provisions for obsolete or slow moving inventories are recorded based upon regular analysis of stock rotation privileges, obsolescence, the exiting of certain market segments, 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 $0.4 million, $0.4 million, and $1.1 million during fiscal 2013, 2012, and 2011, respectively, which were included in cost of sales. The provisions were principally for obsolete and slow moving parts. The parts were written down to estimated realizable value.

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 the fiscal year ended June 1, 2013, our goodwill balance was $1.5 million and represents the premium we paid for Powerlink of $1.3 million during our second quarter of fiscal 2012, adjusted for foreign currency translation, and the premium we paid for D and C of $0.2 million during our second quarter of fiscal 2013.

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.

The results of our goodwill impairment tests as of March 2, 2013, indicated no goodwill impairment as estimated fair value of each reporting unit exceeded the carrying value.

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.

Our intangible assets represent the fair value for trade name, customer relationships, and non-compete agreements acquired in connection with the acquisition of Powerlink during our second quarter of fiscal 2012 and D and C acquired during our second quarter of fiscal 2013.

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.

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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. See Note 10 "Income Taxes" of the notes to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for further information.

New Accounting Pronouncements

During December 2011, the FASB issued Accounting Standard Update (ASU) No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 . The amendments to the Codification in ASU No. 2011-12 are effective at the same time as the amendments in ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income , so that entities will not be required to comply with the presentation requirements in ASU No. 2011-05 that ASU No. 2011-12 is deferring. In order to defer only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in ASU No. 2011-12 supersede certain pending paragraphs in ASU No. 2011-05. The amendments are being made to allow the FASB time to re-deliberate whether to present on the face of the financial statements the effects of the reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While the FASB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU No. 2011-05. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods with those years, beginning after December 15, 2011, and as such, we have adopted ASU No. 2011-05 during our third quarter of fiscal 2012.

During November 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities , (ASU Update No. 2011-11). ASU Update No. 2011-11, requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. Offsetting, otherwise known as netting, is the presentation of assets and liabilities as a single net amount in the statement of financial position (balance sheet). An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We will be adopting ASU Update No. 2011-11 during our first quarter of fiscal 2014, and the adoption will not have a material impact on our financial results.

During May 2011, the FASB issued ASC Update No. 2011-05, Comprehensive Income: Presentation of Comprehensive Income, ("ASC Update No. 2011-05") . This amends the FASB Accounting Standards Codification to allow an entity the option to present the total of comprehensive income, the

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components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with the total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU Update No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU Update No. 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim period within those years, beginning after December 15, 2011, and as such, we adopted ASC Update No. 2011-05 during our third quarter of fiscal 2012.

ITEM 7A.

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 this Form 10-K.

Foreign Currency Exposure

Even though we take into account current foreign currency exchange rates at the time an order is taken, our financial statements denominated in a non-U.S. functional currency are subject to foreign exchange rate fluctuations.

Our foreign denominated assets and liabilities are cash, accounts receivable, inventory, accounts payable and intercompany receivables and payables, as we conduct business in countries of the European Union, Asia/Pacific and, to a lesser extent, Canada and Latin America. We could manage foreign exchange exposures by using currency clauses in sales contracts, local debt to offset asset exposures, and forward contracts to hedge significant transactions. We have not entered into any forward contracts in fiscal 2013, fiscal 2012, or fiscal 2011.

Had the U.S. dollar changed unfavorably 10% against various foreign currencies, foreign denominated net sales would have been lower by an estimated $14.1 million during fiscal 2013, an estimated $15.8 million during fiscal 2012, and an estimated $15.7 million during fiscal 2011. Total assets would have declined by an estimated $26.1 million as of the fiscal year ended June 1, 2013, and an estimated $26.7 million as of the fiscal year ended June 2, 2012, while the total liabilities would have decreased by an estimated $0.9 million as of the fiscal year ended June 1, 2013, and an estimated $0.5 million as of the fiscal year ended June 2, 2012.

The interpretation and analysis of these disclosures should not be considered in isolation since such variances in exchanges rates would likely influence other economic factors. Such factors, which are not readily quantifiable, would likely also affect our operations.

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ITEM 8. Financial Statements and Supplementary Data

Richardson Electronics, Ltd.

Consolidated Balance Sheets

(in thousands, except per share amounts)

		June 1, 2013				June 2, 2012
Assets
Current assets:
Cash and cash equivalents		$	102,002			$	43,893
Accounts receivable, less allowance of $1,092 and $1,058			18,268				19,727
Inventories			33,975				34,675
Prepaid expenses and other assets			1,155				806
Deferred income taxes			1,856				2,095
Income tax receivable			6,429				6,572
Investments - current			38,971				105,009
Discontinued operations - assets			303				514
Total current assets			202,959				213,291
Non-current assets:
Property, plant and equipment, net			5,073				4,375
Goodwill			1,519				1,261
Other Intangibles			908				355
Non-current deferred income taxes			1,398				1,458
Investments - non-current			5,461				10,683
Total non-current assets			14,359				18,132
Total assets		$	217,318			$	231,423
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	14,255			$	12,611
Accrued liabilities			9,566				8,466
Discontinued operations - liabilities			245				253
Total current liabilities			24,066				21,330
Non-current liabilities:
Long-term income tax liabilities			6,726				7,306
Other non-current liabilities			1,287				1,213
Discontinued operations - non-current liabilities			-				1,361
Total non-current liabilities			8,013				9,880
Total liabilities			32,079				31,210
Commitments and contingencies			-				-
Stockholders' equity
Common stock, $0.05 par value; issued 12,263 shares at June 1, 2013, and 13,074 shares at June 2, 2012			613				654
Class B common stock, convertible, $0.05 par value; issued 2,491 shares at June 1, 2013, and 2,920 shares at June 2, 2012			125				146
Preferred stock, $1.00 par value, no shares issued			-				-
Additional paid-in-capital			73,979				88,217
Common stock in treasury, at cost, 9 shares at June 1, 2013, and 18 shares at June 2, 2012			(105	)			(216	)
Retained earnings			101,816				104,139
Accumulated other comprehensive income			8,811				7,273
Total stockholders' equity			185,239				200,213
Total liabilities and stockholders' equity		$	217,318			$	231,423

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Richardson Electronics, Ltd.

Consolidated Statements of Comprehensive Income (Loss)

(in thousands, except per share amounts)

		Fiscal Year Ended
		June 1, 2013				June 2, 2012				May 28, 2011
Statements of Comprehensive Income (Loss)
Net sales		$	141,066			$	157,836			$	158,867
Cost of sales			99,521				111,055				112,754
Gross profit			41,545				46,781				46,113
Selling, general, and administrative expenses			41,536				40,603				43,255
Gain (loss) on disposal of assets			(2	)			(77	)			12
Operating income			11				6,255				2,846
Other (income) expense:
Investment/interest income			(1,306	)			(1,386	)			(228	)
Foreign exchange (gain) loss			760				(5	)			607
Loss on retirement of short-term debt			-				-				60
Other, net			(85	)			(10	)			(43	)
Total other (income) expense			(631	)			(1,401	)			396
Income from continuing operations before income taxes			642				7,656				2,450
Income tax provision (benefit)			160				(334	)			468
Income from continuing operations			482				7,990				1,982
Income from discontinued operations, net of tax			766				536				85,966
Net income			1,248				8,526				87,948
Foreign currency translation gain (loss), net of tax			(1,508	)			(4,227	)			7,988
Fair value adjustments on investments			(30	)			(40	)			64
Comprehensive income (loss)		$	(290	)		$	4,259			$	96,000
Net income per Common share - Basic:
Income from continuing operations		$	0.03			$	0.48			$	0.11
Income from discontinued operations			0.05				0.03				4.87
Total net income per Common share - Basic:		$	0.08			$	0.51			$	4.98
Net income per Class B common share - Basic:
Income from continuing operations		$	0.03			$	0.43			$	0.10
Income from discontinued operations			0.05				0.03				4.38
Total net income per Class B common share - Basic:		$	0.08			$	0.46			$	4.48
Net income per Common share - Diluted:
Income from continuing operations		$	0.03			$	0.47			$	0.11
Income from discontinued operations			0.05				0.03				4.72
Total net income per Common share - Diluted:		$	0.08			$	0.50			$	4.83
Net income per Class B common share - Diluted:
Income from continuing operations		$	0.03			$	0.43			$	0.10
Income from discontinued operations			0.05				0.03				4.32
Total net income per Class B common share - Diluted:		$	0.08			$	0.46			$	4.42
Weighted average number of shares:
Common shares - Basic			12,448				14,025				14,926
Class B common shares - Basic			2,790				2,941				3,019
Common shares - Diluted			15,372				17,118				18,203
Class B common shares - Diluted			2,790				2,941				3,019
Dividends per common share		$	0.240			$	0.200			$	0.110
Dividends per Class B common share		$	0.220			$	0.180			$	0.099

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Richardson Electronics, Ltd.

Consolidated Statements of Cash Flows

(in thousands)

		Fiscal Year Ended
		June 1, 2013				June 2, 2012				May 28, 2011
Operating activities:
Net income		$	1,248			$	8,526			$	87,948
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization			1,057				1,112				1,964
(Gain) loss on sale of investments			(28	)			-				(6	)
(Gain) loss on disposal of assets			16				(77	)			(11	)
Loss on retirement of short-term debt			-				-				60
Share-based compensation expense			619				481				1,188
Deferred income taxes			145				2,855				252
Inventory provisions			607				512				1,926
Pre-tax gain on sale of RFPD			-				-				(111,432	)
Change in assets and liabilities, net of effect of acquired businesses:
Accounts receivable			1,814				4,112				(6,611	)
Income tax receivable			143				(6,572	)			-
Inventories			2,490				(4,941	)			(17,491	)
Prepaid expenses and other assets			(329	)			5,058				(6,108	)
Accounts payable			1,482				(4,712	)			2,043
Accrued liabilities			960				(50,115	)			37,612
Long-term income tax liabilities			(1,918	)			(5,205	)			12,091
Other			319				243				(1,291	)
Net cash provided by (used in) operating activities			8,625				(48,723	)			2,134
Investing activities:
Cash consideration paid for acquired businesses			(2,557	)			(2,291	)			-
Capital expenditures			(1,640	)			(218	)			(533	)
Proceeds from sale of assets			4				25				3
Proceeds from sale of RFPD, less costs to sell			-				-				228,973
Proceeds from maturity of investments			154,228				376,633				776,541
Purchases of investments			(82,898	)			(423,585	)			(844,907	)
Proceeds from sales of available-for-sale securities			188				208				186
Purchases of available-for-sale securities			(188	)			(208	)			(186	)
Other			68				39				(64	)
Net cash provided by (used in) investing activities			67,205				(49,397	)			160,013
Financing activities:
Proceeds from borrowings			-				-				181,800
Payments on debt			-				-				(181,800	)
Payments on retirement of short-term debt			-				-				(19,517	)
Repurchase of common stock			(15,024	)			(23,991	)			(8,838	)
Proceeds from issuance of common stock			198				807				5,434
Tax benefit from stock option exercises			-				-				346
Cash dividends paid			(3,571	)			(3,315	)			(1,946	)
Other			-				(75	)			-
Net cash used in financing activities			(18,397	)			(26,574	)			(24,521	)
Effect of exchange rate changes on cash and cash equivalents			676				(2,388	)			4,311
Increase/ (decrease) in cash and cash equivalents			58,109				(127,082	)			141,937
Cash and cash equivalents at beginning of period			43,893				170,975				29,038
Cash and cash equivalents at end of period		$	102,002			$	43,893			$	170,975
Supplemental Disclosure of Cash Flow Information:
Cash paid during the fiscal year for:
Interest		$	-			$	1			$	1,229
Income taxes		$	1,680			$	40,143			$	3,356

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Richardson Electronics, Ltd.

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 May 29, 2010:			16,029				3,048			$	954			$	120,998			$	(8,503	)		$	12,925			$	3,489			$	129,863
Comprehensive income
Net income			-				-				-				-				-				87,948				-				87,948
Foreign currency translation			-				-				-				-				-				-				7,988				7,988
Fair value adjustments on investments			-				-				-				-				-				-				64				64
Share-based compensation:
Non-vested restricted stock			-				-				-				11				-				-				-				11
Stock options			-				-				-				1,177				-				-				-				1,177
Common stock:
Employee stock option grant			1				-				-				5				-				-				-				5
Options Exercised			700				-				34				5,741				-				-				-				5,775
Converted Class B to Common			96				(96	)			-				-				-				-				-				-
Repurchase of common stock			-				-				-				-				(8,837	)			-				-				(8,837	)
Treasury stock			(1,905	)			-				(95	)			(15,753	)			15,847				-				-				(1	)
Dividends paid to:
Common ($0.11 per share)			-				-				-				-				-				(1,647	)			-				(1,647	)
Class B ($0.099 per share)			-				-				-				-				-				(299	)			-				(299	)
Balance May 28, 2011:			14,921				2,952			$	893			$	112,179			$	(1,493	)		$	98,927			$	11,541			$	222,047
Comprehensive income
Net income			-				-				-				-				-				8,526				-				8,526
Foreign currency translation			-				-				-				-				-				-				(4,227	)			(4,227	)
Fair value adjustments on investments			-				-				-				-				-				-				(40	)			(40	)
Share-based compensation:
Stock options			-				-				-				481				-				-				-				481
Common stock:
Options Exercised			121				-				5				799				(79	)			-				-				725
Converted Class B to Common			-				(32	)			-				-				-				-				-				-
Repurchase of common stock			-				-				-				-				(23,991	)			-				-				(23,991	)
Treasury stock			(2,000	)			-				(100	)			(25,242	)			25,347				-				-				5
Other			32				-				2				-				-				1				(1	)			2
Dividends paid to:
Common ($0.20 per share)			-				-				-				-				-				(2,787	)			-				(2,787	)
Class B ($0.18 per share)			-				-				-				-				-				(528	)			-				(528	)
Balance June 2, 2012:			13,074				2,920			$	800			$	88,217			$	(216	)		$	104,139			$	7,273			$	200,213
Comprehensive income
Net income			-				-				-				-				-				1,248				-				1,248
Foreign currency translation			-				-				-				-				-				-				1,508				1,508
Fair value adjustments on investments			-				-				-				-				-				-				30				30
Share-based compensation:
Non-vested restricted stock			-				-				-				18				-				-				-				18
Stock options			-				-				-				601				-				-				-				601
Common stock:
Employee stock option grant			-				-				-				-				-				-				-				-
Options Exercised			31				-				2				215				-				-				-				217
Canceled Shares			-				(354	)			-				-				-				-				-				-
Converted Class B to Common			200				-				-				-				-				-				-				-
Repurchase of common stock			-				-				-				-				(15,024	)			-				-				(15,024	)
Treasury stock			(1,196	)			(75	)			(64	)			(15,072	)			15,136				-				-				-
Other			154				-				-				-				(1	)			-				-				(1	)
Dividends paid to:
Common ($0.24 per share)			-				-				-				-				-				(2,971	)			-				(2,971	)
Class B ($0.22 per share)			-				-				-				-				-				(600	)			-				(600	)
Balance June 1, 2013:			12,263				2,491			$	738			$	73,979			$	(105	)		$	101,816			$	8,811			$	185,239

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Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

1.	DESCRIPTION OF THE COMPANY

Richardson Electronics, Ltd. 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 used as display devices in a variety of industrial, commercial, medical, and communication applications.

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 financial statements for the fiscal year ended May 28, 2011, have been restated to reflect a misstatement. Refer to Note 3 "Restatement" for additional discussion on this misstatement.

Our fiscal year 2013 began on June 3, 2012, and ended on June 1, 2013. Unless otherwise noted, all references to a particular year in this document shall mean our fiscal year.

3.	RESTATEMENT

During the second quarter of fiscal 2012, in connection with an ongoing IRS examination, we determined that a deduction taken on our fiscal 2006 federal tax return was taken in error. As a result, the tax impact of the Net Operating Loss ("NOL") carry forward from fiscal 2006 was overstated by approximately $2.1 million. The NOL from fiscal 2006 was fully utilized and the reversal of all associated valuation allowances was recorded in our results from discontinued operations during fiscal 2011. The deferred tax asset related to the NOL was fully reserved prior to the fourth quarter of fiscal 2011.

The Securities and Exchange Commission (the "SEC" or "Commission") Staff Accounting Bulletin 108 ("SAB 108") provides guidance on quantifying and evaluating the materiality of errors. SAB 108 requires that a company considers the "iron curtain" and the "rollover" approach when quantifying misstatement amounts. Under the rollover approach, the error is quantified as the amount by which the current year income statement is misstated. The iron curtain approach quantifies the error using both a balance sheet and an income statement approach and evaluates whether either of these approaches results in quantifying a misstatement that is material, considering all relevant quantitative and qualitative factors.

Materiality was also assessed from a qualitative perspective based on whether it was probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item. We do not believe the effect of this error would have changed or influenced the judgment of a reasonable person.

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We performed an analysis of this error using both the rollover and iron curtain methods and concluded that this error was material to our fiscal 2012 financial statements and immaterial to our fiscal 2011 financial statements. Accordingly, we restated our fiscal 2011 consolidated statement of comprehensive income to correct the error. This error did not impact the financial statements prior to fiscal 2011, as the NOL was fully reserved prior to the fourth quarter of fiscal 2011.

During fiscal 2012, the effect on retained earnings and net income were as follows ( in thousands ):

		Year Ended June 2, 2012
		Effect on Retained Earnings				Effect on Net Income
Recording of prior year's income tax expense		$	(2,126	)		$	-
Income tax effect on the above			-				-
Net SAB 108 Effect		$	(2,126	)		$	-

The understatement of income tax expense for our fiscal year ended May 28, 2011, affected our consolidated statement of comprehensive income as follows ( in thousands, except per share data ):

		As Reported				Restated
Income from discontinued operations, net of tax		$	88,092			$	85,966
Net Income			90,074				87,948
Income from discontinued operations per diluted share			4.84				4.72
Net Income per diluted share			4.95				4.83

4.	SIGNIFICANT ACCOUNTING POLICIES

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, goodwill and other 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 were not materially different from their carrying values at June 1, 2013, and June 2, 2012.

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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; collectability and delinquency history by geographic area; and the fact that no single customer accounts for more than 10% of net sales. 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 $1.1 million as of June 1, 2013, and $1.1 million as of June 2, 2012.

Inventories:  Our worldwide inventories are stated at the lower of cost or market, generally using a weighted-average cost method. Our inventories include approximately $31.6 million of finished goods and $2.4 million of raw materials and work-in-progress as of June 1, 2013, as compared to approximately $31.8 million of finished goods and $2.9 million of raw materials and work-in-progress as of June 2, 2012.

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 $0.4 million, $0.4 million, and $1.1 million during fiscal 2013, 2012, and 2011, respectively, which were included in cost of sales from continuing operations. The provisions were principally for obsolete and slow moving parts. The parts were written down to estimated realizable value.

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: During fiscal 2013, we invested in time deposits and certificate of deposits ("CD") in the amount of $44.0 million. Of this, $39.0 million mature in less than twelve months and $5.0 million mature in greater than twelve months. As of June 2, 2012, we had approximately $115.3 million invested in time deposits and CD's. Of this, $105.0 million matures in less than twelve months and $10.3 million mature in greater than twelve months. The fair value of these investments is 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 $0.4 million at June 1, 2013, and $0.4 million at June 2, 2012. Proceeds from the sale of securities were $0.2 million during fiscal 2013 and $0.2 million during fiscal 2012 and fiscal 2011. 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 fiscal 2013 and less than $0.1 million during fiscal 2012 and fiscal

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2011. Net unrealized holding losses during fiscal 2013 were less than $0.1 million, and during fiscal 2012 and fiscal 2011, were $0.1 million or less, and have been included in accumulated comprehensive income (loss) during its respective fiscal year.

Discontinued Operations: In accordance with 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 5 "Discontinued Operations" for additional discussion on the sale of RFPD.

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 $1.0 million, $1.1 million, and $1.2 million during fiscal 2013, 2012, and 2011, respectively. Property, plant and equipment consist of the following ( in thousands ):

		June 1, 2013				June 2, 2012
Land and improvements		$	1,503			$	1,447
Buildings and improvements			18,384				18,394
Computer and communications equipment			1,676				1,698
Construction in progress (1)			1,305				-
Machinery and other equipment			4,963				4,772
		$	27,831			$	26,311
Accumulated depreciation			(22,758	)			(21,936	)
Property, plant, and equipment, net		$	5,073			$	4,375

(1)

Relates primarily to IT Infrastructure for our ERP Implementation.

Supplemental disclosure information of the estimated useful life of the asset:

Land improvements		10 years
Buildings and improvements		10 - 30 years
Computer and communications equipment		3 - 10 years
Machinery and other equipment		3 - 10 years

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 the fiscal year ended June 1, 2013, our goodwill balance was $1.5 million and represents the premium we paid for Powerlink of $1.3 million during our second quarter of fiscal 2012, adjusted for foreign currency translation, and the premium we paid for D and C of $0.2 million during our second quarter of fiscal 2013.

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

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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.

The results of our goodwill impairment tests as of March 2, 2013 and March 1, 2012, indicated no goodwill impairment as estimated fair value of each reporting unit exceeded the carrying value.

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.

Our intangible assets represent the fair value for customer relationships acquired in connection with the acquisition of Powerlink during our second quarter of fiscal 2012 and D and C acquired during second quarter of fiscal 2013.

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

		June 1, 2013				June 2, 2012
Compensation and payroll taxes		$	4,138			$	3,442
Income taxes			1,191				1,196
Professional fees			811				603
Other accrued expenses			3,426				3,225
Accrued Liabilities		$	9,566			$	8,466

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.

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. Each quarter, we assess actual warranty costs incurred on a product-by-product basis and compare the warranty costs to our estimated warranty obligation. With respect to new products, estimates are based generally on knowledge of the products, the extended warranty period, and warranty experience.

Warranty reserves are established for costs that are expected to be incurred after the sale and delivery of products under warranty. Warranty reserves are included in accrued liabilities on our consolidated balance sheets. The warranty reserves are determined based on known product failures, historical experience, and other available evidence.

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Changes in the warranty reserve during fiscal 2013 and 2012 were as follows ( in thousands ):

		Warranty Reserve
Balance at May 28, 2011		$	138
Accruals for products sold			328
Utilization			(305	)
Adjustment			(10	)
Foreign exchange			(3	)
Balance at June 2, 2012		$	148
Accruals for products sold			259
Utilization			(215	)
Adjustment			(4	)
Foreign exchange			-
Balance at June 1, 2013		$	188

Other Non-Current Liabilities:  Other non-current liabilities of $1.3 million at June 1, 2013, and $1.2 million at June 2, 2012, primarily represent employee-benefits obligations in various non-US locations.

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.

Share-Based Compensation: We measure and recognize compensation cost at fair value for all share-based payments, including stock options. 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, or date on which retirement eligibility is achieved, if shorter (non-substantive vesting period approach). Share-based compensation expense totaled approximately $0.6 million during fiscal 2013, $0.5 million during fiscal 2012, and $1.2 million during fiscal 2011.

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Stock options granted to members of the Board of Directors generally vest immediately and stock options granted to employees 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
Options Outstanding at May 29, 2010			1,683			$	8.09
Granted			209				12.94
Exercised			(699	)			7.77
Forfeited			(114	)			5.99
Cancelled			(196	)			13.69
Options Outstanding at May 28, 2011			883			$	8.51
Granted			140				12.87
Exercised			(121	)			6.68
Forfeited			(62	)			8.91
Cancelled			(74	)			7.92
Options Outstanding at June 2, 2012			766			$	9.52
Granted			225				11.70
Exercised			(31	)			6.37
Forfeited			(14	)			10.40
Cancelled			(2	)			12.43
Options Outstanding at June 1, 2013			944			$	10.13				6.7			$	2,087
Options Vested at June 1, 2013			468			$	9.17				5.1			$	1,449

There were 31,000 stock options exercised during fiscal 2013, with cash received of $0.2 million. The total intrinsic value of options exercised totaled $0.1 million during fiscal 2013, $0.6 million during fiscal 2012, and $2.8 million during fiscal 2011. The weighted average fair value of stock option grants was $4.75 during fiscal 2013, $5.83 during fiscal 2012, and $6.72 during fiscal 2011. As of June 1, 2013, total unrecognized compensation costs related to unvested stock options was approximately $2.1 million which is expected to be recognized over the remaining weighted average period of five years. The total grant date fair value of stock options vested during fiscal 2013 was $0.7 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
		June 1, 2013				June 2, 2012				May 28, 2011
Expected volatility			50.79	%			53.91	%			54.56	%
Risk-free interest rate			1.12	%			1.52	%			2.73	%
Expected lives (years)			6.37				6.29				6.32
Annual cash dividend		$	0.24			$	0.20			$	0.11

The expected volatility assumptions are based on historical experience. 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"). On December 21, 2007, the SEC issued SAB No. 110 stating that they will continue to accept SAB No. 107, past the original expiration date of December 31, 2007. For stock options granted during fiscal years 2013, 2012, and 2011, we believe that our historical stock option experience does not provide a reasonable basis upon which to estimate expected term. We utilized the Safe Harbor option, or Simplified Method, to determine the expected term of these options in accordance with SAB No. 107 for options granted. We intend to continue to utilize the Simplified Method for future grants in accordance with SAB No. 110 until such time that we believe that our historical stock option experience will provide a reasonable basis to estimate an expected term.

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The following table summarizes information about stock options outstanding at June 1, 2013 ( in thousands, except option prices and years ):

		Outstanding																Vested
Exercise Price Range		Shares				Price				Life				Aggregate Intrinsic Value				Shares				Price				Life				Aggregate Intrinsic Value
$4.18 to $7.24			254			$	5.72				5.6			$	1,587				166			$	5.84				5.4			$	1,015
$7.32 to $11.00			138			$	8.96				3.3			$	414				138			$	8.96				3.3			$	413
$11.12 to $13.76			552			$	12.45				8.1			$	86				164			$	12.72				6.4			$	21
Total			944			$	10.13				6.7			$	2,087				468			$	9.17				5.1			$	1,449

A summary of restricted stock award transactions was as follows ( in thousands ):

		Shares
Unvested at May 29, 2010			4
Granted			-
Vested			(4	)
Cancelled			-
Unvested at May 28, 2011			-
Granted			-
Vested			-
Cancelled			-
Unvested at June 2, 2012			-
Granted			10
Vested			-
Cancelled			-
Unvested at June 1, 2013			10

Compensation effects arising from issuing stock awards have been charged against income and recorded as additional paid-in-capital in the consolidated statements of stockholder's equity and were immaterial during fiscal 2013, 2012, and 2011.

The Employees' 2011 Incentive Compensation Plan authorizes the issuance of up to 750,000 shares as incentive stock options, non-qualified stock options, or stock awards. Under this plan, 444,000 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.

On June 16, 2005, our Board of Directors adopted the 2006 Stock Option Plan for Non-Employee Directors which authorizes the issuance of up to 400,000 shares as non-qualified stock options. Under this plan, 150,000 shares of common stock have been reserved for future issuance relating to stock options exercisable based on the passage of time. Each option is exercisable over a period of time from its date of grant at the market value on the grant date and expires after 10 years and one month.

Foreign Currency Translation:  Balance sheet items for our foreign entities, included in our consolidated balance sheet 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/(loss), 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

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foreign currency transactions are included in income. Foreign currency translation reflected in our consolidated statements of comprehensive income was a loss of $0.8 million during fiscal 2013, a gain of less than $0.1 million during fiscal 2012, and a loss of $0.6 million during fiscal 2011.

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.

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.

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.

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The per share amounts presented in the consolidated statements of comprehensive income are based on the following ( amounts in thousands, except per share amounts ):

		For the Fiscal Year Ended
		June 1, 2013								June 2, 2012								May 28, 2011
		Basic				Diluted				Basic				Diluted				Basic				Diluted
Numerator for Basic and Diluted EPS:
Income from continuing operations		$	482			$	482			$	7,990			$	7,990			$	1,982			$	1,982
Less dividends:
Common stock			2,971				2,971				2,787				2,787				1,647				1,647
Class B common stock			600				600				528				528				299				299
Undistributed earnings (losses)		$	(3,089	)		$	(3,089	)		$	4,675			$	4,675			$	36			$	36
Common stock undistributed earnings (losses)		$	(2,570	)		$	(2,575	)		$	3,933			$	3,939			$	30			$	31
Class B common stock undistributed earnings (losses)			(519	)			(514	)			742				736				6				5
Total undistributed earnings (losses)		$	(3,089	)		$	(3,089	)		$	4,675			$	4,675			$	36			$	36
Income from discontinued operations		$	766			$	766			$	536			$	536			$	85,966			$	85,966
Less dividends:
Common stock			2,971				2,971				2,787				2,787				1,647				1,647
Class B common stock			600				600				528				528				299				299
Undistributed earnings (losses)		$	(2,805	)		$	(2,805	)		$	(2,779	)		$	(2,779	)		$	84,020			$	84,020
Common stock undistributed earnings (losses)		$	(2,334	)		$	(2,338	)		$	(2,338	)		$	(2,342	)		$	71,081			$	71,267
Class B common stock undistributed earnings (losses)			(471	)			(467	)			(441	)			(437	)			12,939				12,753
Total undistributed earnings (losses)		$	(2,805	)		$	(2,805	)		$	(2,779	)		$	(2,779	)		$	84,020			$	84,020
Net income		$	1,248			$	1,248			$	8,526			$	8,526			$	87,948			$	87,948
Less dividends:
Common stock			2,971				2,971				2,787				2,787				1,647				1,647
Class B common stock			600				600				528				528				299				299
Undistributed earnings (losses)		$	(2,323	)		$	(2,323	)		$	5,211			$	5,211			$	86,002			$	86,002
Common stock undistributed earnings (losses)		$	(1,933	)		$	(1,937	)		$	4,384			$	4,391			$	72,757			$	72,948
Class B common stock undistributed earnings (losses)			(390	)			(386	)			827				820				13,245				13,054
Total undistributed earnings (losses)		$	(2,323	)		$	(2,323	)		$	5,211			$	5,211			$	86,002			$	86,002
Denominator for basic and diluted EPS:
Common stock weighted average shares			12,448				12,448				14,025				14,025				14,926				14,926
Class B common stock weighted average shares, and shares under if-converted method for diluted EPS			2,790				2,790				2,941				2,941				3,019				3,019
Effect of dilutive securities
Dilutive stock options							134								152								258
Denominator for diluted EPS adjusted for weighted average shares and assumed conversions							15,372								17,118								18,203
Income from continuing operations per share:
Common stock		$	0.03			$	0.03			$	0.48			$	0.47			$	0.11			$	0.11
Class B common stock		$	0.03			$	0.03			$	0.43			$	0.43			$	0.10			$	0.10
Income from discontinued operations per share:
Common stock		$	0.05			$	0.05			$	0.03			$	0.03			$	4.87			$	4.72
Class B common stock		$	0.05			$	0.05			$	0.03			$	0.03			$	4.38			$	4.32
Net income per share:
Common stock		$	0.08			$	0.08			$	0.51			$	0.50			$	4.98			$	4.83
Class B common stock		$	0.08			$	0.08			$	0.46			$	0.46			$	4.48			$	4.42

Note: Common stock options that were anti-dilutive and not included in diluted earnings per common share for fiscal 2013, fiscal 2012, and fiscal 2011 were 280,764, 272,864, and 237,064, respectively.

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New Accounting Pronouncements: During December 2011, the FASB issued Accounting Standard Update (ASU) No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 . The amendments to the Codification in ASU No. 2011-12 are effective at the same time as the amendments in ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income , so that entities will not be required to comply with the presentation requirements in ASU No. 2011-05 that ASU No. 2011-12 is deferring. In order to defer only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in ASU No. 2011-12 supersede certain pending paragraphs in ASU No. 2011-05. The amendments are being made to allow the FASB time to re-deliberate whether to present on the face of the financial statements the effects of the reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While the FASB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU No. 2011-05. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods with those years, beginning after December 15, 2011, and as such, we have adopted ASU No. 2011-05 during our third quarter of fiscal 2012.

During November 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities , (ASU Update No. 2011-11). ASU Update No. 2011-11, requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. Offsetting, otherwise known as netting, is the presentation of assets and liabilities as a single net amount in the statement of financial position (balance sheet). An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We will be adopting ASU Update No. 2011-11 during our first quarter of fiscal 2014, and the adoption will not have a material impact on our financial results.

During May 2011, the FASB issued ASC Update No. 2011-05, Comprehensive Income: Presentation of Comprehensive Income, ("ASC Update No. 2011-05") . This amends the FASB Accounting Standards Codification to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with the total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU Update No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU Update No. 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim period within those years, beginning after December 15, 2011, and as such, we adopted ASC Update No. 2011-05 during our third quarter of fiscal 2012.

5.	DISCONTINUED OPERATIONS

Arrow Transaction

On March 1, 2011, we completed the sale of the assets primarily used or held for use in, and certain liabilities of, our RFPD division, as well as certain other Company assets, including our information technology assets, to Arrow in exchange for $238.8 million, which included an estimated pre-closing working capital adjustment of approximately $27.0 million. During the fourth quarter of fiscal 2011, we recorded a working capital adjustment of $4.2 million in our results from discontinued operations. During the second quarter of fiscal 2012, we paid Arrow $3.9 million to settle the working capital adjustment.

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Following the Transaction, the Compensation Committee of our Board of Directors granted cash bonus compensation to certain executive officers and former employees in recognition of their efforts for successfully completing the Transaction. The cash bonus compensation amount awarded was approximately $3.8 million, and was recorded as expense from discontinued operations during the fourth quarter of fiscal 2011.

To help facilitate the transition of RFPD to Arrow, we agreed to provide certain transitional services to Arrow such as financial support services, warehouse services, and access to facilities in accordance with the terms of the Transition Services Agreement. Arrow also agreed to provide certain transitional services such as information technology services, warehouse services, and access to facilities and equipment in accordance with the terms of the Transition Services Agreement. The duration of the transitional services were less than one year from March 1, 2011, except for the information technology services which is three years. In addition, we entered into a Manufacturing Agreement with Arrow, in connection with the Transaction, for a term of three years. Pursuant to the Manufacturing Agreement, we agreed to manufacture certain products for Arrow.

The Transition Services Agreement, which commenced on March 1, 2011, and ended on March 1, 2012, allowed us to exert very limited influence over Arrow's operating and financial policies. The continuing cash flows related to our Transition Services Agreement as well as the Manufacturing Agreement are insignificant. We believe it is appropriate to include fees and associated costs with the Transition Services Agreement that relate to financial support, certain facilities, and certain warehouse services in discontinued operations as they relate specifically to RFPD. We further believe it is appropriate to treat the revenue and costs associated with the Manufacturing Agreement as discontinued operations as it relates specifically to RFPD.

Financial Summary - Discontinued Operations

Summary financial results for fiscal 2013, 2012, and 2011 are presented in the following table ( in thousands ):

		Fiscal 2013				Fiscal 2012				Fiscal 2011
Net sales		$	636			$	2,984			$	321,826
Gross profit (loss) (1)			(553	)			(227	)			66,718
Selling, general, and administrative expenses (2)			714				552				44,317
Interest expense, net			-				-				387
Additional (gain)/loss on sale			18				(266	)			(111,432	)
Income tax provision (benefit) (3)			(2,051	)			(1,049	)			47,480
Income (loss) from discontinued operations, net of tax			766				536				85,966

Notes:

(1)	Gross profit (loss) for fiscal year 2013 includes unabsorbed manufacturing labor and overhead expenses related to the Manufacturing Agreement with RFPD.

(2)	Selling, General and Administrative expenses relates primarily to tax audits resulting from the Transaction.

(3)	The income tax benefit of $2.1 million during fiscal year 2013 relates primarily to the reversal of tax reserves.

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 flows 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.

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Assets and liabilities classified as discontinued operations on our consolidated balance sheets as of June 1, 2013, and June 2, 2013, include the following ( in thousands ):

		June 1, 2013				June 2, 2012
Inventories		$	303			$	503
Prepaid expenses and other assets			-				11
Discontinued operations - Assets		$	303			$	514
Accrued liabilities - current (1)		$	245			$	253
Long-term income tax liabilities (2)			-				1,361
Discontinued operations - Liabilities		$	245			$	1,614

(1)	Included in accrued liabilities as of June 2, 2012, is $0.2 million of other accrued liabilities primarily related to professional legal and tax services.

(2)	Included in long-term income tax liabilities as of June 1, 2012, is the reserve for uncertain tax positions of $1.4 million which was reversed during FY2013.

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.

6.	ACQUISITIONS

On September 5, 2011, we acquired the assets of Powerlink Specialist Electronics Support Limited ("Powerlink") for approximately $2.3 million, including a working capital adjustment of $0.2 million related to payables of approximately $0.2 million that were paid by Powerlink prior to the close. Powerlink, a UK-based technical service company with locations in London and Dubai, services traveling wave tube ("TWT") amplifiers and related equipment for the Satellite Communications market throughout Europe and the Middle East. This acquisition positions us to provide cost-effective service of microwave and power grid tube equipment for communications, industrial, military, and medical users around the world.

The allocation of the final purchase price, recorded during the second quarter of fiscal 2012, included $0.4 million of trade receivables, $0.2 million of inventory, $0.4 million of other intangibles, and $1.4 million of goodwill, based on foreign currency exchange rates as of September 5, 2011. The goodwill represents the excess of purchase price over the fair market value of the identifiable net assets we acquired. Pro forma financial information is not presented due to immateriality.

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 allocation of the final purchase price was updated and recorded during the fourth quarter of fiscal 2013, included $0.2 million of trade receivables, $1.5 million of inventory, $0.7 million of

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intangibles, and $0.2 million of goodwill. The purchase price is preliminary and subject to change based on the completion of a valuation of the respective assets, which include intangible assets and liabilities. Pro forma financial information is not presented due to immateriality.

7.	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 the fiscal year ended June 1, 2013, our goodwill balance was $1.5 million and represents the premium we paid for Powerlink of $1.3 million during our second quarter of fiscal 2012, adjusted for foreign currency translation, and the premium we paid for D and C of $0.2 million during our second quarter of fiscal 2013.

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.

The results of our goodwill impairment tests as of March 2, 2013, and March 1, 2012, indicated no goodwill impairment as estimated fair value of each reporting unit exceeded the carrying value.

Changes in the carrying value of goodwill are as follows (in thousands) :

		Powerlink				D and C				TOTAL
Balance at June 2, 2012		$	1,261			$	-			$	1,261
Premium Paid for D and C Acquisition			-				230				230
Foreign currency translation			28				-				28
Balance at June 1, 2013		$	1,289			$	230			$	1,519

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.

Our intangible assets represent the fair value for trade name, customer relationships, and non-compete agreements acquired in connection with the acquisition of Powerlink during the second quarter of fiscal 2012 and the acquisition of D and C during the second quarter of fiscal 2013.

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Intangible assets subject to amortization as well as amortization expense are as follows (in thousands) :

		Intangible Assets Subject  to Amortization as of
		June 1, 2013				June 2, 2012
Gross Amounts:
Trade Name - D and C		$	29			$	-
Customer Relationship:
D and C			633				-
Powerlink			314				363
Non-compete Agreements - D and C			47				-
Total Gross Amounts		$	1,023			$	363
Accumulated Amortization:
Trade Name - D and C		$	8			$	-
Customer Relationship:
D and C			24				-
Powerlink			77				8
Non-compete Agreements - D and C			6				-
Total Accumulated Amortization		$	115			$	8

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
2014		$	85
2015			80
2016			66
2017			57
2018			55
Thereafter			565

The weighted average number of years of amortization expense remaining is 17.

8.	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 for fiscal 2013, 2012, and 2011 was $1.6 million, $1.6 million, and $2.7 million, respectively. 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
2014		$	1,133
2015			926
2016			597
2017			158
2018			120
Thereafter			266

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9.	INCOME TAXES

The components of income (loss) before income taxes are ( in thousands ):

		Fiscal Year Ended
		June 1, 2013				June 2, 2012				May 28, 2011
United States		$	(2,716	)		$	982			$	(947	)
Foreign			3,358				6,674				3,397
Income before income taxes		$	642			$	7,656			$	2,450

The provision for income taxes differs from income taxes computed at the federal statutory tax rate of 34% during fiscal 2013 and 2012 and 35% during fiscal 2011 as a result of the following items:

		Fiscal Year Ended
		June 1, 2013				June 2, 2012				May 28, 2011
Federal statutory rate			34.0	%			34.0	%			35.0	%
Effect of:
State income taxes, net of federal tax benefit			(14.5	)			0.4				(1.4	)
Foreign income inclusion			24.7				5.1				16.9
Foreign taxes at other rates			(44.6	)			(17.5	)			(13.0	)
Other permanent tax differences			3.2				1.2				(3.9	)
Tax reserves			(23.5	)			(1.6	)			(14.5	)
Additional U.S. tax on undistributed foreign earnings			33.8				(25.4	)			-
Net increase in valuation allowance for deferred tax assets			18.1				-				-
Additional benefit for carryback of current year federal loss			(6.1	)			-				-
Other			(0.2	)			(0.3	)			-
Effective tax rate			24.9	%			(4.4	)%			19.1	%

The effective tax rate differs from the U.S. federal statutory rate of 34% during fiscal 2013 due to our geographical distribution of taxable income or losses, the release of income tax reserves for uncertain tax positions, changes in the amount of foreign earnings considered to be permanently reinvested, and changes in valuation allowance. There were no changes in judgment during the fiscal year end regarding the beginning-of-year valuation allowance.

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The provision (benefit) for income taxes consists of the following ( in thousands ):

		Fiscal Year Ended
		June 1, 2013				June 2, 2012				May 28, 2011
Current:
Federal		$	(974	)		$	950			$	(282	)
State			56				2				(39	)
Foreign			970				1,156				789
Total current		$	52			$	2,108			$	468
Deferred:
Federal		$	(213	)		$	(2,392	)		$	-
State			151				-				-
Foreign			170				(50	)			-
Total deferred		$	108			$	(2,442	)		$	-
Income tax provision (benefit)		$	160			$	(334	)		$	468

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. Our deferred tax assets and liabilities reflect continuing operations as of June 1, 2013 and June 2, 2012. Significant components are as follows ( in thousands ):

		Fiscal Year Ended
		June 1, 2013				June 2, 2012
Deferred tax assets:
NOL carryforwards - foreign and domestic		$	3,086			$	2,827
Inventory valuations			935				1,031
Goodwill			1,050				1,442
Severance reserve			200				151
Foreign capital loss			1,093				1,093
Other			2,638				2,656
Subtotal		$	9,002			$	9,200
Valuation allowance - foreign and domestic			(4,201	)			(3,787	)
Net deferred tax assets after valuation allowance		$	4,801			$	5,413
Deferred tax liabilities:
Accelerated depreciation		$	(309	)		$	(312	)
Tax on undistributed earnings			(6,820	)			(7,622	)
Other			(1,065	)			(799	)
Subtotal		$	(8,194	)		$	(8,733	)
Net Deferred tax assets (liabilities)		$	(3,393	)		$	(3,320	)
Supplemental disclosure of deferred tax assets (liabilities) information:
Domestic		$	(2,108	)		$	(2,458	)
Foreign		$	2,916			$	2,925

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As of June 1, 2013, we had no domestic federal net operating loss ("NOL") carryforwards. Domestic state NOL carryforwards amounted to approximately $2.3 million. Foreign NOL carryforwards totaled approximately $0.8 million with various or indefinite expiration dates. We also had no alternative minimum tax credit carryforward or foreign tax credit carryforwards as of June 1, 2013. The domestic federal NOL and foreign tax credit generated in fiscal 2013 are expected to be carried back to prior tax years.

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 June 1, 2013. On the basis of this evaluation, as of June 1, 2013, a valuation allowance of $7.5 million has been established to record only the portion of the deferred tax asset that more likely than not will be realized. The valuation allowance relates to deferred tax assets in jurisdictions where cumulative losses have been incurred, and domestic state NOL carryforwards related to states where the utilization of NOLs have been suspended. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or 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.

Our future U.S. federal statutory tax rate is expected to be closer to 34%, our state effective tax rate is expected to be approximately 3.8%, and our foreign effective tax rate is expected to be approximately 26%.

Income taxes paid, including foreign estimated tax payments, were $1.7 million, $40.1 million, and $3.4 million during fiscal 2013, 2012, and 2011, respectively.

We have historically determined that certain undistributed earnings of our foreign subsidiaries to the extent of cash available will be repatriated to the U.S., and accordingly, we have provided a deferred tax liability totaling $6.8 million and $7.6 million as of June 1, 2013 and June 2, 2012, respectively, on foreign earnings of $42.6 million. In addition, as of June 1, 2013, $36.9 million of cumulative positive earnings of some of our foreign subsidiaries are still considered permanently reinvested pursuant to ASC 740-30, Income Taxes - Other Considerations or Special Areas ("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.

In the normal course of business, we are subject to examination by taxing authorities throughout the world. Generally, years prior to fiscal 2005 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 Germany and the Netherlands. We have tax years open in Germany and the Netherlands beginning in fiscal 2007.

The uncertain tax positions as of June 1, 2013 and June 2, 2012, totaled $0.03 million and $1.8 million, respectively. No unrecognized tax benefits would affect our effective tax rate if recognized. The following table summarizes the activity related to the unrecognized tax benefits ( in thousands ):

		Fiscal Year Ended
		June 1, 2013				June 2, 2012
Unrecognized tax benefits, beginning of period		$	1,750			$	2,034
Increase (decrease) due to currency translation			2				(36	)
Increase in positions taken in prior period			-				-
Decrease in positions taken in prior period			-				-
Increase in positions taken in current period			99				-
Decrease in positions due to settlements			(1,779	)			-
Decrease related to the expiration of statute of limitations			(40	)			(248	)
Unrecognized tax benefits, end of period		$	32			$	1,750

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Unrecognized tax benefits for continuing and discontinued operations are as follows (in thousands):

		Fiscal Year Ended
		June 1, 2013				June 2, 2012
Continuing operations		$	17			$	358
Discontinuing operations			15				1,392
		$	32			$	1,750

We record penalties and interest relating to uncertain tax positions in the income tax expense line item within the consolidated statements of operations and comprehensive income (loss). Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheet. As of June 1, 2013 and June 2, 2012, we recorded a liability for interest and penalties of $0.04 million and $0.1 million, respectively.

Given that unrecognized tax benefits are less than $0.1 million, 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 12 months.

10.	EMPLOYEE BENEFIT PLANS

Employee Stock Purchase Plan: The Employee Stock Purchase Plan ("ESPP") provides substantially all employees an opportunity to purchase our common stock at 85% of the stock price at the end of the fiscal year. At June 1, 2013, the ESPP had no shares reserved for future issuance. The ESPP was not offered to our employees for fiscal 2013, 2012, and 2011.

Employee Profit Sharing Plan: The employee profit sharing plan is a defined contribution profit sharing plan for employees. Annual contributions in cash are made at the discretion of the Board of Directors. 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 $0.2 million during fiscal 2013 and fiscal 2012, respectively. There were no matching contributions during fiscal 2011.

Foreign employees are covered by a variety of government mandated programs.

11.	SEGMENT AND GEOGRAPHIC INFORMATION

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, CO 2 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.

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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 ):

		Fiscal Year Ended
		June 1, 2013				June 2, 2012				May 28, 2011
EDG
Net Sales		$	102,593			$	112,586			$	113,715
Gross Profit			31,431				34,626				35,020
Canvys
Net Sales		$	38,473			$	45,250			$	45,152
Gross Profit			10,114				12,155				11,093

A reconciliation of assets to the relevant consolidated amount is as follows ( in thousands ):

		June 1, 2013				June 2, 2012
Segment assets		$	53,253			$	54,768
Cash			102,002				43,893
Investments - current			38,971				105,009
Other current assets (1)			10,857				10,723
Net property			5,073				4,375
Investments - non-current			5,461				10,683
Other assets (2)			1,398				1,458
Assets of discontinued operations (3)			303				514
Total assets		$	217,318			$	231,423

(1)	Other current assets include miscellaneous receivables, prepaid expenses, and current deferred income taxes.

(2)	Other assets primarily include non-current deferred income taxes.

(3)	See Note 5 "Discontinued Operations".

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

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

		Fiscal Year Ended
		June 1, 2013				June 2, 2012				May 28, 2011
Net Sales
North America		$	61,633			$	68,990			$	67,646
Asia/Pacific			22,732				25,588				26,354
Europe			45,663				52,039				54,040
Latin America			9,447				9,870				10,239
Other			1,591				1,349				588
Total		$	141,066			$	157,836			$	158,867
Gross Profit
North America		$	21,460			$	21,640			$	19,873
Asia/Pacific			7,753				9,061				9,441
Europe			14,323				16,082				14,356
Latin America			3,294				3,710				4,093
Other			(5,285	)			(3,712	)			(1,650	)
Total		$	41,545			$	46,781			$	46,113

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.

12.	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.

13.	FAIR VALUE MEASUREMENTS

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

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

As of June 1, 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.

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Investments measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of June 1, 2013 and June 2, 2012, were as follows ( in thousands ):

		Level 1				Level 2				Level 3
June 1, 2013
Time deposits/CDs		$	43,989			$	-			$	-
Equity securities			443				-				-
Total		$	44,432			$	-			$	-
June 2, 2012
Time deposits/CDs		$	115,318			$	-			$	-
Equity securities			374				-				-
Total		$	115,692			$	-			$	-

14.	VALUATION AND QUALIFYING ACCOUNTS

The following table presents the valuation and qualifying account activity for fiscal year ended June 1, 2013, June 2, 2012, and May 28, 2011, ( in thousands ):

Description		Balance at beginning of period				Charged to expense				Deductions				Balance at end of period
Year ended June 1, 2013
Allowance for doubtful accounts		$	1,058			$	135	(1)		$	101	(2)		$	1,092
Inventory provisions			2,976				412	(3)			673	(4)			2,715
Warranty reserves			148				259				219				188
Year ended June 2, 2012
Allowance for doubtful accounts		$	438			$	638	(1)		$	18	(2)		$	1,058
Inventory provisions			4,519				445	(3)			1,988	(4)			2,976
Warranty reserves			138				328				318				148
Year ended May 28, 2011
Allowance for doubtful accounts		$	369			$	318	(1)		$	249	(2)		$	438
Inventory provisions			11,050				1,055	(3)			7,586	(4)			4,519
Warranty reserves			138				341				341				138

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 2013 are inventory write-downs of $0.2 million for EDG and $0.2 million for Canvys. Included in fiscal 2012 are inventory write-downs of $0.2 million for EDG and $0.2 million for Canvys. Included in fiscal 2011 are inventory write-downs of $0.7 million for EDG and $0.4 million for Canvys.

(4)	Inventory disposed of or sold, net of foreign currency translation.

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15.	SELECTED QUARTERLY FINANCIAL DATA

Description		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Fiscal 2013
Net sales		$	35,650			$	36,603			$	33,630			$	35,183
Gross profit			10,646				10,742				9,910				10,247
Income (loss) from continuing operations			734				581				586				(1,419	)
Income (loss) from discontinued operations			(87	)			(203	)			(182	)			1,238
Net income (loss)			647				378				404				(181	)
Income (loss) from continuing operations
Common stock - basic		$	0.05			$	0.04			$	0.04			$	(0.10	)
Class B common stock - basic		$	0.04			$	0.03			$	0.04			$	(0.09	)
Common stock - diluted		$	0.05			$	0.04			$	0.04			$	(0.09	)
Class B common stock - diluted		$	0.04			$	0.03			$	0.04			$	(0.08	)
Income (loss) from discontinued operations
Common stock - basic		$	(0.01	)		$	(0.01	)		$	(0.01	)		$	0.08
Class B common stock - basic		$	-			$	(0.01	)		$	(0.01	)		$	0.08
Common stock - diluted		$	(0.01	)		$	(0.01	)		$	(0.01	)		$	0.08
Class B common stock - diluted		$	-			$	(0.01	)		$	(0.01	)		$	0.08
Net income (loss)
Common stock - basic		$	0.04			$	0.03			$	0.03			$	(0.02	)
Class B common stock - basic		$	0.04			$	0.02			$	0.03			$	(0.01	)
Common stock - diluted		$	0.04			$	0.03			$	0.03			$	(0.01	)
Class B common stock - diluted		$	0.04			$	0.02			$	0.03			$	-
Fiscal 2012
Net sales		$	41,511			$	39,138			$	38,330			$	38,857
Gross profit			12,702				11,690				11,297				11,092
Income from continuing operations			1,029				1,629				1,591				3,741
Income (loss) from discontinued operations			2,602				(799	)			(252	)			(1,015	)
Net income			3,631				830				1,339				2,726
Income from continuing operations
Common stock - basic		$	0.06			$	0.10			$	0.10			$	0.23
Class B common stock - basic		$	0.05			$	0.09			$	0.09			$	0.21
Common stock - diluted		$	0.06			$	0.09			$	0.09			$	0.22
Class B common stock - diluted		$	0.05			$	0.09			$	0.09			$	0.21
Income (loss) from discontinued operations
Common stock - basic		$	0.15			$	(0.05	)		$	(0.02	)		$	(0.06	)
Class B common stock - basic		$	0.14			$	(0.04	)		$	(0.01	)		$	(0.06	)
Common stock - diluted		$	0.15			$	(0.05	)		$	(0.01	)		$	(0.06	)
Class B common stock - diluted		$	0.14			$	(0.04	)		$	(0.01	)		$	(0.06	)
Net income
Common stock - basic		$	0.21			$	0.05			$	0.08			$	0.17
Class B common stock - basic		$	0.19			$	0.05			$	0.08			$	0.15
Common stock - diluted		$	0.21			$	0.04			$	0.08			$	0.16
Class B common stock - diluted		$	0.19			$	0.05			$	0.08			$	0.15

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16.	SUBSEQUENT EVENTS

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 primarily under its own brand, WVS. This acquisition provides us with engineering and sales expertise to help expand our presence in the vacuum capacitor market.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Richardson Electronics, Ltd.:

We have audited the accompanying consolidated balance sheets of Richardson Electronics, Ltd. as of June 1, 2013 and June 2, 2012, and the related consolidated statements of comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended June 1, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Richardson Electronics, Ltd. at June 1, 2013 and June 2, 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 1, 2013, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Richardson Electronics Ltd's internal control over financial reporting as of June 1, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated July 26, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

July 26, 2013

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Richardson Electronics, Ltd.:

We have audited Richardson Electronics Ltd.'s, internal control over financial reporting as of June 1, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Richardson Electronics Ltd.'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 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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.

In our opinion, Richardson Electronics, Ltd. maintained, in all material respects, effective internal control over financial reporting as of June 1, 2013, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Richardson Electronics, Ltd. as of June 1, 2013 and June 2, 2012, and the related consolidated statements of comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended June 1, 2013, of Richardson Electronics, Ltd., and our report dated July 26, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, IL

July 26, 2013

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ITEM 9A.

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 June 1, 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 June 1, 2013.

(b)	Management's Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of 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.

A material weakness is a deficiency in internal control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision of the Chief Executive Officer and Chief Financial Officer, management conducted an assessment of the effectiveness of our internal control over financial reporting as of June 1, 2013, based on the framework in the Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on that assessment, management has concluded that the Company's internal control over financial reporting was effective as of June 1, 2013.

Management's assessment of the effectiveness of our internal control over financial reporting as of June 1, 2013, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

(c)	Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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ITEM 9B.

OTHER INFORMATION

None

Results of Operation and Financial Condition and Declaration of Dividend

On July 24, 2013, we issued a press release reporting results for our fourth quarter and fiscal year ended June 1, 2013, and the declaration of a quarterly cash dividend. A copy of the press release is furnished as Exhibit 99.1 to this Form 10-K and incorporated by reference herein.

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PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

Information concerning directors and executive officers of the registrant will be contained in our Proxy Statement to be issued in connection with our Annual Meeting of Stockholders scheduled to be held on October  8, 2013, and is incorporated herein by reference.

ITEM 11. Executive Compensation

Information concerning executive compensation will be contained in our Proxy Statement to be issued in connection with our Annual Meeting of Stockholders scheduled to be held on October 8, 2013, and is incorporated herein by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information concerning security ownership of certain beneficial owners and management will be contained in our Proxy Statement to be issued in connection with our Annual Meeting of Stockholders scheduled to be held on October 8, 2013, and is incorporated herein by reference.

Equity Compensation Plan Information

The following table sets forth information as of June 1, 2013, with respect to compensation plans under which equity securities are authorized for issuance:

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights				Weighted Average Per Share Exercise Price of Outstanding Options, Warrants and Rights				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity
Compensation Plans Approved by Security Holders			920,446			$	10.05				614,000
Equity
Compensation Plans Not Approved by Security Holders			23,564	(1)		$	12.95	(1)			-
Total			944,010			$	10.13				614,000

(1)	Options issued in 1987 pursuant to an employment contract with a former officer and director of Richardson Electronics, Ltd.

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ITEM 13. Certain Relationships and Related Transactions, and Director Independence

Information concerning certain relationships and related transactions will be contained in our Proxy Statement to be issued in connection with our Annual Meeting of Stockholders scheduled to be held on October 8, 2013, and is incorporated herein by reference.

ITEM 14. Principal Accountant Fees and Services

Information concerning accountant fees and services will be contained in our Proxy Statement to be issued in connection with our Annual Meeting of Stockholders scheduled to be held on October 8, 2013, and is incorporated herein by reference.

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PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a) Exhibit

See Exhibit Index.

(b) Financial Statements and Financial Statement Schedules.

Our consolidated financial statements being filed as part of this Form 10-K are filed on Item 8 of this Form 10-K. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

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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.

		Signature				Title		Date
By:		/s/    Edward J. Richardson				Chairman of the Board, Chief Executive Officer (Principal Executive Officer), President, and Director		July 26, 2013
		Edward J. Richardson

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/    Edward J. Richardson		Chairman of the Board, Chief Executive Officer (Principal Executive Officer), President, and Director		July 26, 2013
Edward J. Richardson
/s/    Kathleen S. Dvorak		Chief Financial Officer (Principal Financial Officer)		July 26, 2013
Kathleen S. Dvorak
/s/    James M. Dudek Jr.		Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)		July 26, 2013
James M. Dudek Jr.
/s/    Paul J. Plante		Director		July 26, 2013
Paul J. Plante
/s/    Ad Ketelaars		Director		July 26, 2013
Ad Ketelaars
/s/    Harold L. Purkey		Director		July 26, 2013
Harold L. Purkey
/s/    Samuel Rubinovitz		Director		July 26, 2013
Samuel Rubinovitz
/s/    Scott Hodes		Director		July 26, 2013
Scott Hodes

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PART IV

ITEM 15. Exhibits and Financial Statement Schedules.

(a)		List of Documents Filed as a Part of This Report:
		(1)		Index to Consolidated Financial Statements:
				Consolidated Balance Sheets as of June 1, 2013, and June 2, 2012
				Consolidated Statements of Comprehensive Income (Loss) for each of the three years ended June 1, 2013, June 2, 2012, and May 28, 2011.
				Consolidated Statements of Cash Flows for each of the three years ended June 1, 2013, June 2, 2012, and May 28, 2011.
				Consolidated Statements of Stockholders' Equity for each of the three years ended June 1, 2013, June 2, 2012, and May 28, 2011.
				Notes to Consolidated Financial Statements
				Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
		(2)		Index to Financial Statement Schedules:
				All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.
		(3)		Index to Exhibits

Exhibit Number		Description
3(a)		Restated Certificate of Incorporation of the Company, (incorporated by reference to the Company's Registration Statement on Form S-4, Registration No. 33-8696, dated November 13, 1986).
3(b)		Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 3, 2011).
3(c)		Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's current Form 8-K filed with the SEC on October 15, 2012).
10(a) †		Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (incorporated by reference to Annex A to the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on August 23, 2011).
10(d) †		Richardson Electronics, Ltd. Employees' 2001 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on September 5, 2001).
10(d)(i) †		Amendment to Richardson Electronics, Ltd. Employees' 2001 Incentive Compensation Plan (incorporated by reference to Appendix A to the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on September 14, 2007).
10(e) †		Edward J. Richardson Incentive Compensation Plan (incorporated by reference to Appendix F to the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on September 14, 2007).
10(e)(i) †		Amended and Restated Edward J. Richardson Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement on Schedule 14A, filed with the SEC on August 30, 2012).
10(f) †		Richardson Electronics, Ltd. 2006 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit A to the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on September 12, 2005).
10(g) †		Employment, Nondisclosure and Non-Compete Agreement, dated June 1, 2004, by and between the Company and Wendy Diddell (incorporated by reference to Exhibit 10.47 to the Company's Amendment No. 4 to the Registration Statement on Form S-1, Registration No. 333-113568, filed June 14, 2004).

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10(g)(i) †		First Amendment to Employment, Nondisclosure and Non-Compete Agreement, dated May 31, 2007, by and between the Company and Wendy Diddell (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2007).
10(h) †		Employment, Nondisclosure and Non-Compete Agreement, dated October 24, 2007, by and between the Company and Kathleen Dvorak (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 25, 2007).
10(i) †		Employment, Non-disclosure and Non-Compete Agreement dated December 3, 2012, by and between the Company and Sandeep Beotra (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on December 3, 2012).
10(k) †		Form of Non-Qualified Stock Option Agreement issued under the Richardson Electronics, Ltd. Employees' 2001 Incentive Compensation Plan (incorporated by reference to Exhibit 10(o) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2008).
10(n)		Acquisition Agreement, dated October 1, 2010, among Richardson Electronics, Ltd., certain subsidiaries of Richardson Electronics, Ltd. and Arrow Electronics, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2010).
10(o)(i)		Amendment No. 1 to Acquisition Agreement, dated February 28, 2011, between Richardson Electronics, Ltd., and Arrow Electronics, Inc. (incorporated by reference to Exhibit 10(q)(i) to the Company's Annual Report on Form 10-K for the fiscal year ended May 28, 2011).
14		Corporate Code of Conduct (incorporated by reference to and Form 8-K filed on June 4, 2012).
21		Subsidiaries of the Company.
23.1		Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP.
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 July 24, 2013.
101		The following financial information from our Annual Report on Form 10-K for the fourth quarter and fiscal year ended June 1, 2013, filed with the SEC on July 26, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Audited Consolidated Balance Sheet as of June 1, 2013, (ii) the Audited Consolidated Statements of Income and Comprehensive Income (Loss) for the three months and 12 months ended June 1, 2013, (iii) the Audited Consolidated Statements of Cash Flows for the three and 12 months ended June 1, 2013, (iv) the Audited Consolidated Statement of Stockholder's Equity as of June 1, 2013, and (v) Notes to Audited Consolidated Financial Statements.

†	Executive Compensation Plan or Agreement

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