RICHARDSON ELECTRONICS, LTD. MANAGEMENT’S …

Certain statements in this report may constitute “forward-looking” statementswithin the meaning of the Private Securities Litigation Reform Act of 1995. Theterms “may”, “should”, “could”, “anticipate”, “believe”, “continues”,”estimate”, “expect”, “intend”, “objective”, “plan”, “potential”, “project” andsimilar expressions are intended to identify forward-looking statements. Thesestatements are not guarantees of future performance and involve risks,uncertainties and assumptions that are difficult to predict.

These statementsare based on management’s current expectations, intentions or beliefs and aresubject to a number of factors, assumptions and uncertainties that could causeactual results to differ materially from those described in the forward-lookingstatements. Factors that could cause or contribute to such differences or thatmight otherwise impact the business include; economic, labor and politicalsystems and conditions; global business disruption caused by the Russia invasionin Ukraine and related sanctions: currency exchange fluctuations; and theability of the Company to manage its growth and the risk factors set forth inour Annual Report on Form 10-K filed with the SEC on August 1, 2022. Weundertake no obligation to update any such factor or to publicly announce theresults of any revisions to any forward-looking statements contained hereinwhether as a result of new information, future events or otherwise.In addition, while we do, from time to time, communicate with securitiesanalysts, it is against our policy to disclose to them any material non-publicinformation or other confidential commercial information.

Accordingly,stockholders should not assume that we agree with any statement or report issuedby any analyst irrespective of the content of the statement or report. Thus, tothe extent that reports issued by securities analysts contain any projections,forecasts or opinions, such reports are not our responsibility.INTRODUCTIONManagement’s Discussion and Analysis of Financial Condition and Results ofOperations (“MD&A”) is intended to assist the reader in better understanding ourbusiness, results of operations, financial condition, changes in financialcondition and significant developments. MD&A is provided as a supplement to, andshould be read in conjunction with, our consolidated financial statements andthe accompanying notes appearing elsewhere in this filing.

This section isorganized as follows:oBusiness OverviewoResults of Operations – an analysis and comparison of our consolidated resultsof operations for the three and nine month periods ended February 25, 2023 andFebruary 26, 2022, as reflected in our consolidated statements of comprehensiveincome.oLiquidity, Financial Position and Capital Resources – a discussion of our primary sources and uses of cash for the nine month periods ended February 25, 2023 and February 26, 2022, and a discussion of changes in our financial position.Business OverviewRichardson Electronics, Ltd. is a leading global manufacturer of engineeredsolutions, power grid and microwave tubes and related consumables; powerconversion and RF and microwave components; high-value replacement parts, tubesand service training for diagnostic imaging equipment; and customized displaysolutions. More than 60% of our products are manufactured in LaFox, Illinois,Marlborough, Massachusetts or Donaueschingen, Germany, or by one of ourmanufacturing partners throughout the world. All our partners manufacture to ourstrict specifications and per our supplier code of conduct.

We serve customersin the alternative energy, healthcare, aviation, broadcast, communications,industrial, marine, medical, military, scientific and semiconductor markets. TheCompany’s strategy is to provide specialized technical expertise and “engineeredsolutions” based on our core engineering and manufacturing capabilities. TheCompany provides solutions and adds value through design-in support, systemsintegration, prototype design and manufacturing, testing, logistics andaftermarket technical service and repair through its global infrastructure.Some of the Company’s products are manufactured in China and are imported intothe United States.

The Office of the United States Trade Representative (“USTR”)instituted additional 10% to 25% tariffs on the importation of a number ofproducts into the United States from China effective July 6, 2018, withadditional products added August 23, 2018 and September 24, 2018. Theseadditional tariffs are a response to what the USTR considers to be certainunfair trade practices by China. A number of the Company’s products manufacturedin China are now subject to these additional duties of 25% when imported intothe United States.Management continues to work with its suppliers as well as its customers tomitigate the impact of the tariffs on our customers’ markets.

However, if theCompany is unable to successfully pass through the additional cost of thesetariffs, or if the higher prices reduce demand for the Company’s products, itwill have a negative effect on the Company’s sales and gross margins.The Company began reporting the results for its new Green Energy Solutions(“GES”) segment in the first quarter of fiscal 2023 due to its focus on thepower applications that support the green energy market. The GES segment hasbeen carved out of our existing Power and Microwave Technologies (“PMT”)segment. Accordingly, the Company is reporting its financial performance basedon four operating and reportable segments.

The results for fiscal 2022 presentedherein were adjusted to reflect the presentation of the new GES segmentseparately from the PMT segment.

19——————————————————————————–The Company’s four operating and reportable segments are defined as follows:Power and Microwave Technologies combines our core engineered solutionscapabilities, power grid and microwave tube business with new disruptive RF,Wireless and Power technologies. As a designer, manufacturer, technology partnerand authorized distributor, PMT’s strategy is to provide specialized technicalexpertise and engineered solutions based on our core engineering andmanufacturing capabilities on a global basis. We provide solutions and add valuethrough design-in support, systems integration, prototype design andmanufacturing, testing, logistics and aftermarket technical service andrepair-all through our existing global infrastructure.

PMT’s focus is onproducts for power, RF and microwave applications for customers in 5G, aviation,broadcast, communications, industrial, marine, medical, military, scientific andsemiconductor markets. PMT focuses on various applications including broadcasttransmission, CO2 laser cutting, diagnostic imaging, dielectric and inductionheating, high energy transfer, high voltage switching, plasma, power conversion,radar and radiation oncology. PMT also offers its customers technical servicesfor both microwave and industrial equipment.Green Energy Solutions combines our key technology partners and engineeredsolutions capabilities to design and manufacture key products for thefast-growing energy storage market and power management applications.

As adesigner, manufacturer, technology partner and authorized distributor, GES’sstrategy is to provide specialized technical expertise and engineered solutionsusing our core design engineering and manufacturing capabilities on a globalbasis. We provide solutions and add value through design-in support, systemsintegration, prototype design and manufacturing, testing, logistics andaftermarket technical service and repair-all through our existing globalinfrastructure. GES’s focus is on products for numerous green energyapplications such as wind, solar, hydrogen and Electric Vehicles, and otherpower management applications that support green solutions such as syntheticdiamond manufacturing.Canvys provides customized display solutions serving the corporate enterprise,financial, healthcare, industrial and medical original equipment manufacturersmarkets.

Our engineers design, manufacture, source and support a full spectrumof solutions to match the needs of our customers. We offer long termavailability and proven custom display solutions that include touch screens,protective panels, custom enclosures, All-In-One computers, specialized cabinetfinishes and application specific software packages and certification services.Our volume commitments are lower than the large display manufacturers, making usthe ideal choice for companies with very specific design requirements. Wepartner with both private label manufacturing companies and leading brandedhardware vendors to offer the highest quality display and touch solutions andcustomized computing platforms.Healthcare manufactures, repairs, refurbishes and distributes high valuereplacement parts and equipment for the healthcare market including hospitals,medical centers, asset management companies, independent service organizationsand multi-vendor service providers.

Products include diagnostic imagingreplacement parts for CT and MRI systems; replacement CT and MRI tubes; CTservice training; MRI coils, cold heads and RF amplifiers; hydrogen thyratrons,klystrons, magnetrons; flat panel detector upgrades; pre-owned CT systems; andadditional replacement solutions currently under development for the diagnosticimaging service market. Through a combination of newly developed products andpartnerships, service offerings and training programs, we believe we can helpour customers improve efficiency while lowering the cost of healthcare delivery.Refer to Note 7, Segment Reporting, to our unaudited consolidated financial statements for additional information on the changes in operating and reportable segments.We currently have operations in the following major geographic regions: North America, Asia/Pacific, Europe and Latin America. 20——————————————————————————–RESULTS OF OPERATIONSFinancial Summary – Three Months Ended February 25, 2023oThe third quarter of fiscal 2023 and fiscal 2022 each contained 13 weeks.oNet sales during the third quarter of fiscal 2023 were £70.4 million, an increase of 27.2%, compared to net sales of £55.3 million during the third quarter of fiscal 2022.oGross margin remained at 31.8% during the third quarter of fiscal 2023 compared to 31.8% during the third quarter of fiscal 2022.oSelling, general and administrative expenses were £14.8 million or 21.0% of netsales during the third quarter of fiscal 2023 compared to £13.9 million or 25.2%of net sales during the third quarter of fiscal 2022.oOperating income during the third quarter of fiscal 2023 was £7.6 million compared to £3.6 million during the third quarter of fiscal 2022.oNet income during the third quarter of fiscal 2023 was £6.3 million compared to £2.9 million during the third quarter of fiscal 2022.Financial Summary – Nine Months Ended February 25, 2023oThe first nine months of fiscal 2023 and fiscal 2022 each contained 39 weeks.oNet sales during the first nine months of fiscal 2023 were £203.8 million, anincrease of 25.1%, compared to net sales of £163.0 million during the first ninemonths of fiscal 2022.oGross margin increased to 33.0% during the first nine months of fiscal 2023 compared to 31.6% during the first nine months of fiscal 2022.oSelling, general and administrative expenses were £43.7 million or 21.4% of netsales during the first nine months of fiscal 2023 compared to £40.6 million or24.9% of net sales during the first nine months of fiscal 2022.oOperating income during the first nine months of fiscal 2023 was £23.6 million compared to £11.0 million during the first nine months of fiscal 2022.oNet income during the first nine months of fiscal 2023 was £18.2 million compared to £9.6 million during the first nine months of fiscal 2022.We issued a Press Release on March 21, 2023 in which we announced, on a preliminary basis, certain results summarized above and described in this Form 10-Q.As previously disclosed in the notes to our financial statements, we made certain changes in our reporting structure for fiscal 2023. As a result of these changes, we revised our reportable segments as further discussed in Note 7, Segment Reporting, to our unaudited consolidated financial statements.

For comparability purposes, segment reporting for the prior periods have been adjusted to conform to the current presentation.Net Sales and Gross Profit AnalysisNet sales by segment and percent change during the third quarter and first nine months of fiscal 2023 and fiscal 2022 were as follows (in thousands):Net Sales Three Months Ended FY23 vs. FY22 February 25, 2023 February 26, 2022 % ChangePMT £ 46,822 £ 38,381 22.0 %GES 11,471 5,651 103.0 %Canvys 9,685 8,141 19.0 %Healthcare 2,386 3,135 -23.9 %Total £ 70,364 £ 55,308 27.2 % 21——————————————————————————– Nine Months Ended FY23 vs. FY22 February 25, 2023 February 26, 2022 % ChangePMT £ 132,761 £ 115,642 14.8 %GES 32,275 13,136 145.7 %Canvys 30,177 25,732 17.3 %Healthcare 8,613 8,481 1.6 %Total £ 203,826 £ 162,991 25.1 %During the third quarter of fiscal 2023, consolidated net sales increased 27.2%compared to the third quarter of fiscal 2022.

Sales for PMT increased 22.0%,sales for GES increased 103.0%, sales for Canvys increased 19.0% and sales forHealthcare decreased 23.9%. The increase in PMT was mainly due to strong growthin both the semi-wafer fabrication industry and the RF and Microwave productsfor various applications. The increase in GES was mainly due to growth in our EVlocomotive battery modules and niche products for wind turbines.

The increase inCanvys was primarily due to strong sales in the North American market. Thedecrease in Healthcare was due to decreases in part sales as well as CT tubessold to China partially offset by an increase in equipment sales.During the first nine months of fiscal 2023, consolidated net sales increased25.1% compared to the first nine months of fiscal 2022. Sales for PMT increased14.8%, sales for GES increased 145.7%, sales for Canvys increased 17.3% andsales for Healthcare increased 1.6%.

The increase in PMT was mainly due tostrong growth in the semi-wafer fabrication industry. The increase in GES wasdue to the growth in our ULTRA3000 and other related product sales into the windturbine industry as well as increased sales into the Electric Vehicle marketincluding both electric cars and locomotives. The increase in Canvys wasprimarily due to strong sales in the North American market.

The increase inHealthcare was due to increases in part sales and equipment sales partiallyoffset by a decrease in CT tube sales.Gross profit by segment and percent of net sales for the third quarter and first nine months of fiscal 2023 and fiscal 2022 were as follows (in thousands):Gross Profit Three Months Ended February 25, 2023 % of Net Sales February 26, 2022 % of Net SalesPMT £ 15,404 32.9 % £ 12,209 31.8 %GES 2,948 25.7 % 1,954 34.6 %Canvys 3,103 32.0 % 2,618 32.2 %Healthcare 950 39.8 % 788 25.1 %Total £ 22,405 31.8 % £ 17,569 31.8 % Nine Months Ended February 25, 2023 % of Net Sales February 26, 2022 % of Net SalesPMT £ 44,950 33.9 % £ 36,795 31.8 %GES 10,132 31.4 % 4,285 32.6 %Canvys 9,364 31.0 % 8,348 32.4 %Healthcare 2,837 32.9 % 2,095 24.7 %Total £ 67,283 33.0 % £ 51,523 31.6 %Gross profit reflects the distribution and manufacturing product margin lessmanufacturing variances, inventory obsolescence charges, customer returns, scrapand cycle count adjustments, engineering costs and other provisions.Consolidated gross profit increased to £22.4 million during the third quarter offiscal 2023 compared to £17.6 million during the third quarter of fiscal 2022.Consolidated gross margin as a percentage of net sales remained unchanged at31.8% during the third quarter of fiscal 2023 when compared to 31.8% during thethird quarter of fiscal 2022, primarily due to product mix in PMT and improvedmanufacturing absorption and decreased component scrap expense in Healthcare.The unfavorable product mix and foreign currency effects in Canvys andunfavorable product mix in GES offset the favorable gross margin impact for PMTand Healthcare.Consolidated gross profit increased to £67.3 million during the first ninemonths of fiscal 2023 compared to £51.5 million during the first nine months offiscal 2022. Consolidated gross margin as a percentage of net sales increased to33.0% during the first nine months of fiscal 2023 from 31.6% during the firstnine months of fiscal 2022, primarily due to product mix in PMT and improvedmanufacturing absorption and decreased component scrap expense in Healthcare.The unfavorable product mix and foreign currency effects in Canvys andunfavorable product mix in GES partially offset the favorable gross marginimpact for PMT and Healthcare.

22——————————————————————————–Power and Microwave TechnologiesPMT net sales increased 22.0% to £46.8 million during the third quarter offiscal 2023 from £38.4 million during the third quarter of fiscal 2022. Theincrease was mainly due to strong growth in both the semi-wafer fabricationindustry and the RF and Microwave products for various applications.

Grossmargin as a percentage of net sales increased to 32.9% during the third quarterof fiscal 2023 as compared to 31.8% during the third quarter of fiscal 2022 dueto product mix.PMT net sales increased 14.8% to £132.8 million during the first nine months offiscal 2023 from £115.6 million during the first nine months of fiscal 2022. Theincrease was mainly due to strong growth in the semi-wafer fabrication industry.Gross margin as a percentage of net sales increased to 33.9% during the firstnine months of fiscal 2023 as compared to 31.8% during the first nine months offiscal 2022 due to product mix.Green Energy SolutionsGES net sales increased 103.0% to £11.5 million during the third quarter offiscal 2023 from £5.7 million during the third quarter of fiscal 2022. Theincrease was mainly due to growth in our EV locomotive battery modules and nicheproducts for wind turbines.

Gross margin as a percentage of net sales decreasedto 25.7% during the third quarter of fiscal 2023 as compared to 34.6% during thethird quarter of fiscal 2022 due to product mix.GES net sales increased 145.7% to £32.3 million during the first nine months offiscal 2023 from £13.1 million during the first nine months of fiscal 2022. Theincrease was mainly due to growth in our ULTRA3000 and other related productsales into the wind turbine industry. We also saw an increase in sales into theElectric Vehicle market including both electric cars and locomotives.

Grossmargin as a percentage of net sales decreased to 31.4% during the first ninemonths of fiscal 2023 as compared to 32.6% during the first nine months offiscal 2022 due to product mix.CanvysCanvys net sales increased 19.0% to £9.7 million during the third quarter offiscal 2023 from £8.1 million during the third quarter of fiscal 2022, primarilydue to strong sales in the North American market. Gross margin as a percentageof net sales decreased to 32.0% during the third quarter of fiscal 2023 from32.2% during the third quarter of fiscal 2022 primarily due to product mix andforeign currency effects.Canvys net sales increased 17.3% to £30.2 million during the first nine monthsof fiscal 2023 from £25.7 million during the first nine months of fiscal 2022primarily due to strong sales in the North American market. Gross margin as apercentage of net sales decreased to 31.0% during the first nine months offiscal 2023 from 32.4% during the first nine months of fiscal 2022 primarily dueto product mix and foreign currency effects.HealthcareHealthcare net sales decreased 23.9% to £2.4 million during the third quarter offiscal 2023 from £3.1 million during the third quarter of fiscal 2022 due todecreases in part sales as well as CT tubes sold to China partially offset by anincrease in equipment sales.

Gross margin as a percentage of net sales increasedto 39.8% during the third quarter of fiscal 2023 as compared to 25.1% during thethird quarter of fiscal 2022 primarily due to improved manufacturing absorptionand decreased component scrap expense.Healthcare net sales increased 1.6% to £8.6 million during the first nine monthsof fiscal 2023 from £8.5 million during the first nine months of fiscal 2022 dueto increases in part sales and equipment sales partially offset by a decrease inCT tube sales. Gross margin as a percentage of net sales increased to 32.9%during the first nine months of fiscal 2023 as compared to 24.7% during thefirst nine months of fiscal 2022 primarily due to improved manufacturingabsorption and decreased component scrap expense.

23——————————————————————————–Selling, General and Administrative ExpensesSelling, general and administrative expenses (“SG&A”) increased to £14.8 millionduring the third quarter of fiscal 2023 from £13.9 million in the third quarterof fiscal 2022. The increase was mainly due to higher employee compensationexpenses, including incentive expense from higher operating income and highertravel expenses.

However, as a percentage of net sales, SG&A for the thirdquarter of fiscal 2023 decreased to 21.0% compared to 25.2% for the thirdquarter of fiscal 2022.Selling, general and administrative expenses increased to £43.7 million duringthe first nine months of fiscal 2023 from £40.6 million in the first nine monthsof fiscal 2022. The increase was mainly due to higher employee compensationexpenses, including incentive expense from higher operating income and highertravel expenses. However, as a percentage of net sales, SG&A for the first ninemonths of fiscal 2023 decreased to 21.4% compared to 24.9% for the first ninemonths of fiscal 2022.Other Income/ExpenseOther income was £0.4 million during the third quarter of fiscal 2023, comparedto other expense of £0.1 million for the third quarter of fiscal 2022.

Otherincome during the third quarter of fiscal 2023 was mainly attributable toforeign exchange. Our foreign exchange gains and losses are primarily due to thetranslation of U.S. dollars held in non-U.S. entities. We currently do notutilize derivative instruments to manage our exposure to foreign currency.Other expense was £0.1 million during the first nine months of fiscal 2023,compared to other expense of less than £0.1 million for the first nine months offiscal 2022.

Other expense during the first nine months of fiscal 2023 wasmainly attributable to foreign exchange with a partial offset for investmentincome. Our foreign exchange gains and losses are primarily due to thetranslation of U.S. dollars held in non-U.S. entities.Income Tax ProvisionThe income tax provision was £1.7 million and £0.6 million for the third quarterof fiscal 2023 and for the third quarter of fiscal 2022, respectively. Theeffective income tax rate during the third quarter of fiscal 2023 was a taxprovision of 20.7% as compared to a tax provision of 17.4% during the thirdquarter of fiscal 2022.

The difference in rate during the first nine months offiscal 2023 as compared to the first nine months of fiscal 2022 reflects changesin the valuation allowance recorded at year end fiscal 2022, absence of NetOperating Losses (“NOL”) for utilization in fiscal 2023, our geographicaldistribution of income (loss), which is primarily driven by an increase in U.S.earnings for fiscal 2023 and a state income tax provision.We recorded an income tax provision of £5.3 million and £1.3 million for thefirst nine months of fiscal 2023 and the first nine months of fiscal 2022,respectively. The effective income tax rate during the first nine months offiscal 2023 was a tax provision of 22.5% as compared to a tax provision of 12.1%during the first nine months of fiscal 2022. The difference in rate during thefirst nine months of fiscal 2023 as compared to the first nine months of fiscal2022 reflects changes in the valuation allowance recorded at year end fiscal2022, absence of Net Operating Losses (“NOL”) for utilization in fiscal 2023,our geographical distribution of income (loss), which is primarily driven by anincrease in U.S. earnings for fiscal 2023 and a state income tax provision.

The22.5% effective income tax rate differs from the federal statutory rate of 21%as a result of our geographical distribution of income (loss), which isprimarily driven by an increase in U.S. earnings for fiscal 2023 and a stateincome tax provision.In the normal course of business, we are subject to examination by taxingauthorities throughout the world. Generally, years prior to fiscal 2017 areclosed for examination under the statute of limitation for U.S. federal, U.S.state and local or non-U.S. tax jurisdictions. We were under examination forfiscal 2015 through fiscal 2018 in Germany.

The audit was settled in the fourthquarter of fiscal 2022. In the second quarter of fiscal 2023, the Company paidthe audit assessment for the fiscal 2015 through fiscal 2018 years. The Companyrecorded a tax expense of less than £0.1 million due to receiving the finalassessment for the German audit.

The £0.1 million of uncertain tax positionsrecorded in prior quarters has been fully utilized as of February 25, 2023. OnMay 28, 2022, our worldwide liability for uncertain tax positions related tocontinuing operations was £0.1 million, excluding interest and penalties. Ourprimary foreign tax jurisdictions are Germany and the Netherlands.

We have taxyears open in Germany beginning in fiscal 2019 and the Netherlands beginning infiscal 2021.Net Income and Per Share DataNet income during the third quarter of fiscal 2023 was £6.3 million, or £0.44per diluted common share and £0.40 per Class B diluted common share as comparedto £2.9 million during the third quarter of fiscal 2022 or £0.21 per dilutedcommon share and £0.19 per Class B diluted common share.Net income during the first nine months of fiscal 2023 was £18.2 million, or£1.27 per diluted common share and £1.15 per Class B diluted common share ascompared to £9.6 million during the first nine months of fiscal 2022 or £0.71per diluted common share and £0.64 per Class B diluted common share.

24——————————————————————————–LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCESOur operations and cash needs have been primarily financed through income from operations and cash on hand.Cash and cash equivalents were £24.6 million at February 25, 2023. Cash and cashequivalents by geographic area at February 25, 2023 consisted of £9.2 million inNorth America, £7.5 million in Europe, £1.4 million in Latin America and £6.5million in Asia/Pacific. No funds were repatriated to the United States in thefirst nine months of fiscal 2023.

Although the Tax Cuts and Jobs Act generallyeliminated federal income tax on future cash repatriation to the United States,cash repatriation may be subject to state and local taxes, withholding orsimilar taxes. See Note 7, Income Taxes of the notes to our consolidatedfinancial statements in Part II, Item 8 of our Annual Report on Form 10-K forthe fiscal year ended May 28, 2022, filed with the SEC on August 1, 2022 forfurther information.Cash, cash equivalents and investments were £40.5 million at May 28, 2022. Cash,cash equivalents and investments by geographic area at May 28, 2022 consisted of£25.7 million in North America, £6.0 million in Europe, £1.5 million in LatinAmerica and £7.3 million in Asia/Pacific.

We repatriated a total of £1.5 millionto the United States in fiscal 2022 from our foreign entities. This amountincludes £0.7 million in the first quarter from our entity in China, £0.3million in the second quarter from our entity in Taiwan and £0.5 million in thethird quarter from our entity in Japan.Our short-term and long-term liquidity requirements primarily arise from: (i)working capital requirements, (ii) capital expenditure needs and (iii) cashdividend payments (if and when declared by our Board of Directors). Our abilityto fund these requirements will depend, in part, on our future cash flows, whichare determined by our future operating performance and, therefore, subject toprevailing global macroeconomic conditions and financial, business and otherfactors, some of which are beyond our control.

The Company continues to monitorthe impact of COVID-19, including the extent, duration and effectiveness ofcontainment actions taken, the speed and extent of vaccination programs, theimpact of the pandemic on its supply chain, manufacturing and distributionoperations, customers and employees, as well as the U.S. economy in general.However, due to the uncertain and constantly evolving impacts of the COVID-19pandemic across the globe, the Company cannot currently predict the long-termimpact on its operations and financial results. The uncertainties associatedwith the COVID-19 pandemic and its effects include potential adverse effects onthe overall economy, the Company’s supply chain, transportation services,employees and customers. The COVID-19 pandemic and its effects could adverselyaffect the Company’s revenues, earnings, liquidity and cash flows and mayrequire significant actions in response, including expense reductions.Conditions surrounding COVID-19 change rapidly and additional impacts of whichthe Company is not currently aware may arise.

Based on past performance andcurrent expectations, we believe that the existing sources of liquidity,including current cash, will provide sufficient resources to meet known capitalrequirements and working capital needs through the next twelve months.Additionally, while our future capital requirements will depend on many factors,including, but not limited to, the economy and the outlook for growth in ourmarkets, we believe our existing sources of liquidity as well as our ability togenerate operating cash flows will satisfy our future obligations and cashrequirements.On March 20, 2023, the Company established a senior, secured revolving creditfacility agreement with a three-year term in an aggregate principal amount notto exceed £30 million, including a Swingline Loan sub-facility and a Letter ofCredit sub-facility (collectively, the “Revolving Credit Facility”) with PNCBank. The Revolving Credit Facility is guaranteed by the Company’s domesticsubsidiaries. Proceeds of the borrowings under the Revolving Credit Facilitywill be used for working capital and general corporate purposes of the Companyand its subsidiaries.

As of the date of this report, no amounts were outstandingunder the Revolving Credit Facility.

25——————————————————————————–Cash Flows from Operating ActivitiesCash flows from operating activities primarily resulted from our net income adjusted for non-cash items and changes in our operating assets and liabilities.Operating activities used £11.4 million of cash during the first nine months offiscal 2023. We had a net income of £18.2 million during the first nine monthsof fiscal 2023, which included non-cash stock-based compensation expense of £0.7million associated with the issuance of stock option and restricted stockawards, inventory reserve provisions of £0.3 million and depreciation andamortization expense of £2.7 million associated with our property and equipmentas well as amortization of our intangible assets. Changes in our operatingassets and liabilities used £33.4 million in cash during the first nine monthsof fiscal 2023, net of foreign currency exchange gains and losses, included anincrease in accounts receivable of £12.7 million, an increase in inventory of£21.8 million and an increase in prepaid expenses of £0.6 million.

Partiallyoffsetting the cash utilization for accounts receivable, inventory and prepaidexpenses was an increase in accounts payable and accrued liabilities of £1.3million. The increase in accounts receivable was primarily due to increasedsales. The majority of the inventory increase supported the product growth inLaFox manufacturing, Green Energy Solutions and Canvys, in addition to increasesin the inventory for electron tubes.

The increase in accounts payable wasrelated to the inventory increase and the increase in accrued liabilities wastiming related.Operating activities used £1.5 million of cash during the first nine months offiscal 2022. We had a net income of £9.6 million during the first nine months offiscal 2022, which included non-cash stock-based compensation expense of £0.5million associated with the issuance of stock option and restricted stockawards, £0.2 million for inventory reserve provisions and depreciation andamortization expense of £2.6 million associated with our property and equipmentas well as amortization of our intangible assets. Changes in our operatingassets and liabilities used £14.4 million in cash during the first nine monthsof fiscal 2022, net of foreign currency exchange gains and losses, included anincrease in accounts receivable of £7.4 million, an increase in inventory of£12.3 million and an increase in prepaid expenses of £1.1 million.

Partiallyoffsetting the cash utilization for accounts receivable, inventory and prepaidexpenses was an increase in accounts payable and accrued liabilities of £6.3million. The increase in accounts receivable was primarily due to increasedsales revenue. The majority of the inventory increase was to support the growthin LaFox manufacturing and the RF and microwave components business.

Theincrease in accounts payable was related to the inventory increase and theincrease in accrued liabilities was timing related.Cash Flows from Investing ActivitiesCash flows from investing activities consisted primarily of capital expendituresand purchases and maturities of investments. Our purchases and proceeds frominvestments consist of time deposits and CDs. The purchasing of futureinvestments varies from period to period due to interest and foreign currencyexchange rates.Cash provided by investing activities of £0.2 million during the first ninemonths of fiscal 2023 was mainly due to the proceeds from investment maturitiesas well as proceeds from the sale of assets partially offset by capitalexpenditures.

Capital expenditures were primarily related to our IT system, aswell as our LaFox manufacturing business and facilities, which also supportsboth EDG and Green Energy Solutions. The Company did not have any investmentpurchases in the first nine months of fiscal 2023.Cash used in investing activities of £2.2 million during the first nine monthsof fiscal 2022 was due to capital expenditures. Capital expenditures relatedprimarily to capital used for our Healthcare business, IT system andmanufacturing facilities.

The Company did not have any investment purchases ormaturities in the first nine months of fiscal 2022.Cash Flows from Financing ActivitiesCash flows used in financing activities consisted primarily of cash dividends and cash flows provided by financing activities consisted primarily of the proceeds from the issuance of stock.Cash provided by financing activities of £0.9 million during the first nine months of fiscal 2023 primarily resulted from the £3.4 million proceeds from the issuance of stock less the £2.5 million of dividend payments to stockholders.Cash provided by financing activities of £0.1 million during the first nine months of fiscal 2022 primarily resulted from the £2.6 million proceeds from the issuance of stock less the £2.4 million of dividend payments to stockholders.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. 26——————————————————————————–(C) Edgar Online, source Glimpses