Certain statements in this report may constitute "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The
terms "may", "should", "could", "anticipate", "believe", "continues",
"estimate", "expect", "intend", "objective", "plan", "potential", "project" and
similar expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. These statements
are based on management's current expectations, intentions or beliefs and are
subject to a number of factors, assumptions and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. Factors that could cause or contribute to such differences or that
might otherwise impact the business include; economic, labor and political
systems and conditions; global business disruption caused by the Russia invasion
in Ukraine and related sanctions: currency exchange fluctuations; and the
ability of the Company to manage its growth and the risk factors set forth in
our Annual Report on Form 10-K filed with the SEC on August 1, 2022. We
undertake no obligation to update any such factor or to publicly announce the
results of any revisions to any forward-looking statements contained herein
whether as a result of new information, future events or otherwise.

In addition, while we do, from time to time, communicate with securities
analysts, it is against our policy to disclose to them any material non-public
information or other confidential commercial information. Accordingly,
stockholders should not assume that we agree with any statement or report issued
by any analyst irrespective of the content of the statement or report. Thus, to
the extent that reports issued by securities analysts contain any projections,
forecasts or opinions, such reports are not our responsibility.

INTRODUCTION



Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") is intended to assist the reader in better understanding our
business, results of operations, financial condition, changes in financial
condition and significant developments. MD&A is provided as a supplement to, and
should be read in conjunction with, our consolidated financial statements and
the accompanying notes appearing elsewhere in this filing. This section is
organized as follows:

•
Business Overview

•
Results of Operations - an analysis and comparison of our consolidated results
of operations for the three and six month periods ended November 26, 2022 and
November 27, 2021, as reflected in our consolidated statements of comprehensive
income.

Liquidity, Financial Position and Capital Resources - a discussion of our primary sources and uses of cash for the six month periods ended November 26, 2022 and November 27, 2021, and a discussion of changes in our financial position.

Business Overview

Richardson Electronics, Ltd. is a leading global manufacturer of engineered
solutions, power grid and microwave tubes, and related consumables; power
conversion and RF and microwave components; high-value replacement parts, tubes,
and service training for diagnostic imaging equipment; and customized display
solutions. More than 60% of our products are manufactured in LaFox, Illinois,
Marlborough, Massachusetts, or Donaueschingen, Germany, or by one of our
manufacturing partners throughout the world. All our partners manufacture to our
strict specifications and per our supplier code of conduct. We serve customers
in the alternative energy, healthcare, aviation, broadcast, communications,
industrial, marine, medical, military, scientific, and semiconductor markets.
The Company's strategy is to provide specialized technical expertise and
"engineered solutions" based on our core engineering and manufacturing
capabilities. The Company provides solutions and adds value through design-in
support, systems integration, prototype design and manufacturing, testing,
logistics, and aftermarket technical service and repair through its global
infrastructure.

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

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

The Company began reporting the results for its new Green Energy Solutions
("GES") segment in the first quarter of fiscal 2023 due to its focus on the
power applications that support the green energy market. The GES segment has
been carved out of our existing Power and Microwave Technologies ("PMT")
segment. Accordingly, the Company is reporting its financial performance based
on four operating and reportable segments. The results for fiscal 2022 presented
herein were adjusted to reflect the presentation of the new GES segment
separately from the PMT segment.

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The Company's four operating and reportable segments are defined as follows:



Power and Microwave Technologies combines our core engineered solutions
capabilities, power grid and microwave tube business with new disruptive RF,
Wireless and Power technologies. As a designer, manufacturer, technology partner
and authorized distributor, PMT's strategy is to provide specialized technical
expertise and engineered solutions based on our core engineering and
manufacturing capabilities on a global basis. We provide solutions and add value
through design-in support, systems integration, prototype design and
manufacturing, testing, logistics and aftermarket technical service and
repair-all through our existing global infrastructure. PMT's focus is on
products for power, RF and microwave applications for customers in 5G, aviation,
broadcast, communications, industrial, marine, medical, military, scientific and
semiconductor markets. PMT focuses on various applications including broadcast
transmission, CO2 laser cutting, diagnostic imaging, dielectric and induction
heating, high energy transfer, high voltage switching, plasma, power conversion,
radar and radiation oncology. PMT also offers its customers technical services
for both microwave and industrial equipment.

Green Energy Solutions combines our key technology partners and engineered
solutions capabilities to design and manufacture key products for the
fast-growing energy storage market and power management applications. As a
designer, manufacturer, technology partner and authorized distributor, GES's
strategy is to provide specialized technical expertise and engineered solutions
using our core design engineering and manufacturing capabilities on a global
basis. We provide solutions and add value through design-in support, systems
integration, prototype design and manufacturing, testing, logistics and
aftermarket technical service and repair-all through our existing global
infrastructure. GES's focus is on products for numerous green energy
applications such as wind, solar, hydrogen and Electric Vehicles, and other
power management applications that support green solutions such as synthetic
diamond manufacturing.

Canvys provides customized display solutions serving the corporate enterprise,
financial, healthcare, industrial and medical original equipment manufacturers
markets. Our engineers design, manufacture, source and support a full spectrum
of solutions to match the needs of our customers. We offer long term
availability and proven custom display solutions that include touch screens,
protective panels, custom enclosures, All-In-One computers, specialized cabinet
finishes and application specific software packages and certification services.
Our volume commitments are lower than the large display manufacturers, making us
the ideal choice for companies with very specific design requirements. We
partner with both private label manufacturing companies and leading branded
hardware vendors to offer the highest quality display and touch solutions and
customized computing platforms.

Healthcare manufactures, repairs, refurbishes and distributes high value
replacement parts and equipment for the healthcare market including hospitals,
medical centers, asset management companies, independent service organizations
and multi-vendor service providers. Products include diagnostic imaging
replacement parts for CT and MRI systems; replacement CT and MRI tubes; CT
service training; MRI coils, cold heads and RF amplifiers; hydrogen thyratrons,
klystrons, magnetrons; flat panel detector upgrades; pre-owned CT systems; and
additional replacement solutions currently under development for the diagnostic
imaging service market. Through a combination of newly developed products and
partnerships, service offerings and training programs, we believe we can help
our customers improve efficiency while lowering the cost of healthcare delivery.

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.


                                       19
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RESULTS OF OPERATIONS

Financial Summary - Three Months Ended November 26, 2022

The second quarter of fiscal 2023 and fiscal 2022 each contained 13 weeks.

Net sales during the second quarter of fiscal 2023 were $65.9 million, an increase of 22.1%, compared to net sales of $54.0 million during the second quarter of fiscal 2022.

Gross margin increased to 33.2% during the second quarter of fiscal 2023 compared to 32.7% during the second quarter of fiscal 2022.


Selling, general and administrative expenses were $14.7 million or 22.3% of net
sales, during the second quarter of fiscal 2023 compared to $13.1 million, or
24.3% of net sales, during the second quarter of fiscal 2022.

Operating income during the second quarter of fiscal 2023 was $7.2 million compared to $4.5 million during the second quarter of fiscal 2022.

Net income during the second quarter of fiscal 2023 was $5.5 million compared to $4.1 million during the second quarter of fiscal 2022.

Financial Summary - Six Months Ended November 26, 2022

The first six months of fiscal 2023 and fiscal 2022 each contained 26 weeks.


Net sales during the first six months of fiscal 2023 were $133.5 million, an
increase of 23.9%, compared to net sales of $107.7 million during the first six
months of fiscal 2022.

Gross margin increased to 33.6% during the first six months of fiscal 2023 compared to 31.5% during the first six months of fiscal 2022.


Selling, general and administrative expenses were $28.9 million or 21.7% of net
sales, during the first six months of fiscal 2023 compared to $26.6 million, or
24.7% of net sales, during the first six months of fiscal 2022.

Operating income during the first six months of fiscal 2023 was $16.0 million compared to $7.3 million during the first six months of fiscal 2022.

Net income during the six months of fiscal 2023 was $11.9 million compared to $6.8 million during the first six months of fiscal 2022.


                                       20
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As previously disclosed, 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 Analysis

Net sales by segment and percent change during the second quarter and first six months of fiscal 2023 and fiscal 2022 were as follows (in thousands):



Net Sales                Three Months Ended                   FY23 vs. FY22
              November 26, 2022       November 27, 2021         % Change
PMT          $            40,585     $            36,826                10.2 %
GES                       12,293                   4,911               150.3 %
Canvys                    10,079                   9,150                10.2 %
Healthcare                 2,948                   3,092                -4.7 %
Total        $            65,905     $            53,979                22.1 %





                          Six Months Ended                    FY23 vs. FY22
              November 26, 2022       November 27, 2021         % Change
PMT          $            85,939     $            77,261                11.2 %
GES                       20,804                   7,485               177.9 %
Canvys                    20,492                  17,591                16.5 %
Healthcare                 6,227                   5,346                16.5 %
Total        $           133,462     $           107,683                23.9 %



During the second quarter of fiscal 2023, consolidated net sales increased 22.1%
compared to the second quarter of fiscal 2022. Sales for PMT increased 10.2%,
sales for GES increased 150.3%, sales for Canvys increased 10.2% and sales for
Healthcare decreased 4.7%. The increase in PMT was mainly due to strong growth
in both the semi-wafer fabrication industry and the RF and Microwave products.
The increase in GES was mainly due to growth in our ULTRA3000 and other related
product sales into the wind turbine industry and from customers manufacturing
synthetic diamonds. GES also had increased sales into the Electric Vehicle
market including electric cars and locomotives. The increase in Canvys was
primarily due to strong sales in the North American market. The decrease in
Healthcare was due to lower part sales which were partially offset by increased
sales of equipment and CT tubes.

During the first six months of fiscal 2023, consolidated net sales increased
23.9% compared to the first six months of fiscal 2022. Sales for PMT increased
11.2%, sales for GES increased 177.9%, sales for Canvys increased 16.5% and
sales for Healthcare increased 16.5%. The increase in PMT was mainly due to
strong growth in the semi-wafer fabrication industry. The increase in GES was
mainly due to growth in our ULTRA3000 and other related product sales into the
wind turbine industry and from customers manufacturing synthetic diamonds. GES
also had increased sales into the Electric Vehicle market including electric
cars and locomotives. The increase in Canvys was primarily due to strong sales
in the North American market. The increase in Healthcare was due to increased
sales in all major products lines.

                                       21
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Gross profit by segment and percent of net sales for the second quarter and
first six months of fiscal 2023 and fiscal 2022 were as follows (in thousands):

Gross Profit                                           Three Months Ended
                     November 26, 2022        % of Net Sales        November 27, 2021        % of Net Sales
PMT                 $            14,011                   34.5 %   $            12,399                   33.7 %
GES                               4,162                   33.9 %                 1,587                   32.3 %
Canvys                            2,995                   29.7 %                 2,912                   31.8 %
Healthcare                          683                   23.2 %                   759                   24.5 %
Total               $            21,851                   33.2 %   $            17,657                   32.7 %





                                                        Six Months Ended
                     November 26, 2022        % of Net Sales        November 27, 2021        % of Net Sales
PMT                 $            29,546                   34.4 %   $            24,586                   31.8 %
GES                               7,184                   34.5 %                 2,331                   31.1 %
Canvys                            6,261                   30.6 %                 5,730                   32.6 %
Healthcare                        1,887                   30.3 %                 1,307                   24.4 %
Total               $            44,878                   33.6 %   $            33,954                   31.5 %




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

Consolidated gross profit increased to $21.9 million during the second quarter
of fiscal 2023 compared to $17.7 million during the second quarter of fiscal
2022. Consolidated gross margin as a percentage of net sales increased to 33.2%
during the second quarter of fiscal 2023 from 32.7% during the second quarter of
fiscal 2022, primarily due to product mix in PMT and product mix and
manufacturing efficiencies in GES. The unfavorable product mix and foreign
currency effects in Canvys and unfavorable product mix in Healthcare partially
offset the favorable gross margin impact for PMT and GES.

Consolidated gross profit increased to $44.9 million during the first six months
of fiscal 2023 compared to $34.0 million during the first six months of fiscal
2022. Consolidated gross margin as a percentage of net sales increased to 33.6%
during the first six months of fiscal 2023 from 31.5% during the first six
months of fiscal 2022, primarily due to product mix in PMT, product mix and
manufacturing efficiencies in GES, and decreased component scrap expense and
improved manufacturing absorption in Healthcare. The unfavorable product mix and
foreign currency effects in Canvys partially offset the favorable gross margin
impact for PMT, GES and Healthcare.

Power and Microwave Technologies



PMT net sales increased 10.2% to $40.6 million during the second quarter of
fiscal 2023 from $36.8 million during the second quarter of fiscal 2022. The
increase was mainly due to strong growth in both the semi-wafer fabrication
industry and the RF and Microwave products for various applications. Gross
margin as a percentage of net sales increased to 34.5% during the second quarter
of fiscal 2023 as compared to 33.7% during the second quarter of fiscal 2022 due
to product mix.

PMT net sales increased 11.2% to $85.9 million during the first six months of
fiscal 2023 from $77.3 million during the first six months of fiscal 2022. The
increase was mainly due to strong growth in the semi-wafer fabrication industry.
Gross margin as a percentage of net sales increased to 34.4% during the first
six months of fiscal 2023 as compared to 31.8% during the first six months of
fiscal 2022 due to product mix.

Green Energy Solutions



GES net sales increased 150.3% to $12.3 million during the second quarter of
fiscal 2023 from $4.9 million during the second quarter of fiscal 2022. The
increase was mainly due to growth in our ULTRA3000 and other related product
sales into the wind turbine industry and from customers manufacturing synthetic
diamonds. We also saw an increase in sales into the Electric Vehicle market
including both electric cars and locomotives. Gross margin as a percentage of
net sales increased to 33.9% during the second quarter of fiscal 2023 as
compared to 32.3% during the second quarter of fiscal 2022 due to improved
manufacturing efficiencies and product mix.

GES net sales increased 177.9% to $20.8 million during the first six months of
fiscal 2023 from $7.5 million during the first six months of fiscal 2022. The
increase was mainly due to growth in our ULTRA3000 and other related product
sales into the wind turbine industry and from customers manufacturing synthetic
diamonds. We also saw an increase in sales into the Electric Vehicle market
including both electric cars and locomotives. Gross margin as a percentage of
net sales increased to 34.5% during the first six months of fiscal 2023 as
compared to 31.1% during the first six months of fiscal 2022 due to improved
manufacturing efficiencies and product mix.

                                       22
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Canvys



Canvys net sales increased 10.2% to $10.1 million during the second quarter of
fiscal 2023 from $9.2 million during the second quarter of fiscal 2022,
primarily due to strong sales in the North American market. Gross margin as a
percentage of net sales decreased to 29.7% during the second quarter of fiscal
2023 from 31.8% during the second quarter of fiscal 2022 primarily due to
product mix and foreign currency effects.

Canvys net sales increased 16.5% to $20.5 million during the first six months of
fiscal 2023 from $17.6 million during the first six months of fiscal 2022
primarily due to strong sales in the North American market. Gross margin as a
percentage of net sales decreased to 30.6% during the first six months of fiscal
2023 from 32.6% during the first six months of fiscal 2022 primarily due to
product mix and foreign currency effects.

Healthcare



Healthcare net sales decreased 4.7% to $2.9 million during the second quarter of
fiscal 2023 from $3.1 million during the second quarter of fiscal 2022 due to a
decrease in part sales partially offset by increases in equipment sales and CT
tubes. Gross margin as a percentage of net sales decreased to 23.2% during the
second quarter of fiscal 2023 as compared to 24.5% during the second quarter of
fiscal 2022 primarily due to product mix.

Healthcare net sales increased 16.5% to $6.2 million during the first six months
of fiscal 2023 from $5.3 million during the first six months of fiscal 2022 due
to increases in all major Healthcare product lines. Gross margin as a percentage
of net sales increased to 30.3% during the first six months of fiscal 2023 as
compared to 24.4% during the first six months of fiscal 2022 primarily due to
improved manufacturing absorption and decreased component scrap expense.

Selling, General and Administrative Expenses



Selling, general and administrative expenses ("SG&A") increased to $14.7 million
during the second quarter of fiscal 2023 from $13.1 million in the second
quarter of fiscal 2022. The increase was mainly due to higher employee
compensation expenses, including incentive expense from higher operating income
and higher travel expenses. However, as a percentage of net sales, SG&A for the
second quarter of fiscal 2023 decreased to 22.3% compared to 24.3% for the
second quarter of fiscal 2022.

Selling, general and administrative expenses increased to $28.9 million during
the first six months of fiscal 2023 from $26.6 million in the first six months
of fiscal 2022. The increase was mainly due to higher employee compensation
expenses, including incentive expense from higher operating income and higher
travel expenses. However, as a percentage of net sales, SG&A for the first six
months of fiscal 2023 decreased to 21.7% compared to 24.7% for the first six
months of fiscal 2022.

Other Income/Expense

Other expense was $0.1 million during the second quarter of fiscal 2023,
compared to other income of $0.2 million for the second quarter of fiscal 2022.
Other expense during the second quarter of fiscal 2023 was mainly attributable
to foreign exchange. Our foreign exchange gains and losses are primarily due to
the translation of U.S. dollars held in non-U.S. entities. We currently do not
utilize derivative instruments to manage our exposure to foreign currency.

Other expense was $0.5 million during the first six months of fiscal 2023, compared to other income of $0.1 million for the first six months of fiscal 2022. Other expense during the first six months of fiscal 2023 was mainly attributable to foreign exchange. Our foreign exchange gains and losses are primarily due to the translation of U.S. dollars held in non-U.S. entities. We currently do not utilize derivative instruments to manage our exposure to foreign currency.

Income Tax Provision



The income tax provision was $1.5 million and $0.6 million for the second
quarter of fiscal 2023 and for the second quarter of fiscal 2022, respectively.
The effective income tax rate during the second quarter of fiscal 2023 was a tax
provision of 21.5% as compared to a tax provision of 11.8% during the second
quarter of fiscal 2022. The difference in rate during the second quarter of
fiscal 2023 as compared to the second quarter of fiscal 2022 reflects changes in
the valuation allowance recorded at year end fiscal 2022, absence of Net
Operating Losses ("NOL") for utilization in fiscal 2023, our geographical
distribution 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 $3.6 million and $0.7 million for the
first six months of fiscal 2023 and the first six months of fiscal 2022,
respectively. The effective income tax rate during the first six months of
fiscal 2023 was a tax provision of 23.4% as compared to a tax provision of 9.6%
during the first six months of fiscal 2022. The difference in rate during the
first six months of fiscal 2023 as compared to the first six months of fiscal
2022 reflects changes in the valuation allowance recorded at year end fiscal
2022, absence of Net Operating Losses ("NOL") for utilization in fiscal 2023,
our geographical distribution of income (loss), which is primarily driven by an
increase in U.S. earnings for fiscal 2023 and a state income tax provision. The
23.4% effective income tax rate differs from the federal statutory rate of 21%
as a result of our geographical distribution of income (loss), which is
primarily driven by an increase in U.S. earnings for fiscal 2023 and a state
income tax provision.

                                       23
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In the normal course of business, we are subject to examination by taxing
authorities throughout the world. Generally, years prior to fiscal 2017 are
closed for examination under the statute of limitation for U.S. federal, U.S.
state and local or non-U.S. tax jurisdictions. We were under examination for
fiscal 2015 through fiscal 2018 in Germany. The audit was settled in the fourth
quarter of fiscal 2022. In the second quarter of fiscal 2023, the Company paid
the audit assessment for the fiscal 2015 through fiscal 2018 years. Our primary
foreign tax jurisdictions are Germany and the Netherlands. We have tax years
open in Germany beginning in fiscal 2019 and the Netherlands beginning in fiscal
2021.

Net Income and Per Share Data

Net income during the second quarter of fiscal 2023 was $5.5 million, or $0.39
per diluted common share and $0.35 per Class B diluted common share as compared
to $4.1 million during the second quarter of fiscal 2022 or $0.30 per diluted
common share and $0.27 per Class B diluted common share.

Net income during the first six months of fiscal 2023 was $11.9 million, or
$0.83 per diluted common share and $0.75 per Class B diluted common share as
compared to $6.8 million during the first six months of fiscal 2022 or $0.50 per
diluted common share and $0.45 per Class B diluted common share.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

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



Cash, cash equivalents and investments were $31.1 million at November 26, 2022.
Cash, cash equivalents and investments by geographic area at November 26, 2022
consisted of $13.7 million in North America, $9.1 million in Europe, $1.4
million in Latin America and $6.9 million in Asia/Pacific. No funds were
repatriated to the United States in the first six months of fiscal 2023.
However, we anticipate repatriation of funds to the United States in subsequent
quarters. Although the Tax Cuts and Jobs Act generally eliminated federal income
tax on future cash repatriation to the United States, cash repatriation may be
subject to state and local taxes, withholding or similar taxes. See Note 7,
Income Taxes of the notes to our consolidated financial statements in Part II,
Item 8 of our Annual Report on Form 10-K for the fiscal year ended May 28, 2022,
filed with the SEC on August 1, 2022 for further 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 Latin
America and $7.3 million in Asia/Pacific. We repatriated a total of $1.5 million
to the United States in fiscal 2022 from our foreign entities. This amount
includes $0.7 million in the first quarter from our entity in China, $0.3
million in the second quarter from our entity in Taiwan and $0.5 million in the
third 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) cash
dividend payments (if and when declared by our Board of Directors). Our ability
to fund these requirements will depend, in part, on our future cash flows, which
are determined by our future operating performance and, therefore, subject to
prevailing global macroeconomic conditions and financial, business and other
factors, some of which are beyond our control. The Company continues to monitor
the impact of COVID-19, including the extent, duration and effectiveness of
containment actions taken, the speed and extent of vaccination programs, the
impact of the pandemic on its supply chain, manufacturing and distribution
operations, customers and employees, as well as the U.S. economy in general.
However, due to the uncertain and constantly evolving impacts of the COVID-19
pandemic across the globe, the Company cannot currently predict the long-term
impact on its operations and financial results. The uncertainties associated
with the COVID-19 pandemic and its effects include potential adverse effects on
the overall economy, the Company's supply chain, transportation services,
employees and customers. The COVID-19 pandemic and its effects could adversely
affect the Company's revenues, earnings, liquidity and cash flows and may
require significant actions in response, including expense reductions.
Conditions surrounding COVID-19 change rapidly and additional impacts of which
the Company is not currently aware may arise. Based on past performance and
current expectations, we believe that the existing sources of liquidity,
including current cash, will provide sufficient resources to meet known capital
requirements and working capital needs through the next twelve months.
Additionally, while our future capital requirements will depend on many factors,
including, but not limited to, the economy and the outlook for growth in our
markets, we believe our existing sources of liquidity as well as our ability to
generate operating cash flows will satisfy our future obligations and cash
requirements.

                                       24
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Cash Flows from Operating Activities

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

Operating activities used $0.2 million of cash during the first six months of
fiscal 2022. We had a net income of $6.8 million during the first half of fiscal
2022, which included non-cash stock-based compensation expense of $0.4 million
associated with the issuance of stock option and restricted stock awards, $0.1
million for inventory reserve provisions and depreciation and amortization
expense of $1.7 million associated with our property and equipment as well as
amortization of our intangible assets. Changes in our operating assets and
liabilities used $9.2 million in cash during the first six months of fiscal
2022, net of foreign currency exchange gains and losses, included an increase in
accounts receivable of $3.1 million, an increase in inventory of $9.2 million
and an increase in prepaid expenses of $1.1 million. Partially offsetting the
cash utilization for accounts receivable, inventory and prepaid expenses was an
increase in accounts payable and accrued liabilities of $3.8 million. The
increase in accounts receivable was primarily due to increased sales revenue.
The majority of the inventory increase was to support the growth in LaFox
manufacturing and the RF and microwave components business. The increase in
accounts payable was related to the inventory increase and the increase in
accrued liabilities was timing related.


Cash Flows from Investing Activities



Cash flows from investing activities consisted primarily of capital expenditures
and purchases and maturities of investments. Our purchases and proceeds from
investments consist of time deposits and CDs. The purchasing of future
investments varies from period to period due to interest and foreign currency
exchange rates.

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

Cash used in investing activities of $1.6 million during the first six months of
fiscal 2022 was due to capital expenditures. Capital expenditures related
primarily to capital used for our Healthcare business, IT system and
manufacturing facilities. The Company did not have any investment purchases or
maturities in the first half of fiscal 2022.

Cash Flows from Financing Activities

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



Cash used in financing activities of $0.9 million during the first six months of
fiscal 2022 were due to dividend payments of $1.6 million with a partial offset
for the proceeds from the issuance of stock of $0.7 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.


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