8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 21, 2023

RICHARDSON ELECTRONICS, LTD.

(Exact name of Registrant as Specified in Its Charter)

Delaware	0-12906	36-2096643
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
40W267 Keslinger Road P.O. Box 393
LaFox, Illinois		60147-0393
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (630) 208-2200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.05 Par Value per share	RELL	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On March 21, 2023, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing preliminary results for its third quarter ended February 25, 2023, in advance of the Company’s previously announced participation at the Sidoti & Company Small-Cap Investor Conference on March 22, 2023 and March 23, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 of this Current Report on Form 8-K (this “Report”) is incorporated into this Item 7.01 by reference.

The information contained in Items 2.02 and 7.01 of this Report and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release issued March 21, 2023 furnished herewith
104	Cover Page Interactive Data File (embedded with Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Richardson Electronics, Ltd.
Date:	March 21, 2023	By:	/s/ Robert J. Ben
			Chief Financial Officer and Chief Accounting Officer

EX-99

Exhibit 99.1

 

Press Release

For Immediate Release

 

For Details Contact:		40W267 Keslinger Road
Edward J. Richardson	Robert J. Ben	PO BOX 393
Chairman and CEO	EVP & CFO	LaFox, IL 60147-0393 USA
Phone: (630) 208-2320	(630) 208-2203	(630) 208-2200 | Fax: (630) 208-2550

RICHARDSON ELECTRONICS PROVIDES FY23 Q3 BUSINESS UPDATE

•Preliminary FY23 Q3 net sales estimated to exceed $70 million, an increase of 27% over the prior year third quarter, subject to final review

•Preliminary backlog is estimated to be $175.1 million

•Preliminary operating income is estimated to be $7.6 million subject to final review, or 10.8% of net sales, an increase of 110% over the prior year quarter

LaFox, IL, March 21, 2023: Richardson Electronics, Ltd. (NASDAQ: RELL) today announced preliminary results for its third quarter ended February 25, 2023, in conjunction with the Company’s presentation at the Sidoti & Company Virtual Small-Cap Investor Conference on Thursday, March 23, 2023. The Webinar link is https://sidoti.zoom.us/webinar/register/WN_8E3Af1CmRfu8G0EXT6A1kA and the presentation is available on the Company’s investor relations website at https://www.rell.com/investor-relations.

Preliminary fiscal year 2023 third-quarter net sales are expected to exceed $70 million, subject to final review, representing a 27% increase from the prior year’s third quarter. Revenue increased across the Company’s Green Energy Solutions, Power and Microwave Technologies, and Canvys business units from the same period a year ago due to strong end-market demand and successful growth initiatives. Preliminary backlog is expected to be approximately $175.1 million, which is down from $192.6 million at the end of the second quarter, and stable from the third quarter a year ago. Management expects operating income to increase 110% to $7.6 million subject to final review, or 10.8% of net sales, compared to $3.6 million, or 6.6% of net sales for the same period last year.

“Third quarter was another record sales quarter with high growth generated throughout most of our business units, which translated into robust operating income,” said Edward J. Richardson, Richardson Electronics’ Chief Executive Officer. “Sales to our semiconductor wafer fabrication equipment customers and our Green Energy Solutions group were particularly strong. Backlog remains stable but was down from the second quarter primarily associated with lower orders from semiconductor customers. Backlog in our Green Energy Solutions business increased 87.2% over the same period a year ago and was up 3.4% from second quarter levels. We look forward to sharing our full financial results when we release third-quarter results on April 5, 2023.”

The above information is preliminary and subject to completion, including the completion of customary financial statement closing and review procedures for the quarter ended February 25, 2023. As a result, the preliminary results set forth above reflect the Company’s preliminary estimate with respect to such information, based on information currently available to management. The Company’s actual financial results for the quarter ended February 25, 2023, may differ materially from these preliminary financial

results. Further, these preliminary estimates are not a comprehensive statement or estimate of the Company’s financial results for the quarter ended February 25, 2023. These preliminary estimates should not be viewed as a substitute for full interim financial statements prepared in accordance with GAAP and they are not necessarily indicative of the results to be achieved in any future period. Accordingly, you should not place undue reliance on these preliminary estimates.

These preliminary estimates were prepared by the Company’s management and are based upon a number of assumptions. Additional items that may require adjustments to these preliminary estimates may be identified and could result in material changes to these preliminary estimates. Preliminary estimates of results are inherently uncertain, and the Company undertakes no obligation to update this information. The Company plans to issue financial results for the quarter ended February 25, 2023 on April 5, 2023.

ABOUT RICHARDSON ELECTRONICS, LTD.

Richardson Electronics, Ltd. is a leading global manufacturer of engineered solutions, green energy products, 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. More information is available at www.rell.com.

Richardson Electronics, Ltd. common stock trades on the NASDAQ Global Select Market under the ticker symbol RELL.

FORWARD-LOOKING STATEMENTS

This release includes certain “forward-looking” statements as defined by the Securities and Exchange Commission. Statements in this press release regarding the Company’s business that are not historical facts represent “forward-looking” statements that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K filed on August 1, 2022, and other reports we file with the Securities and Exchange Commission. The Company assumes no responsibility to update the “forward-looking” statements in this release as a result of new information, future events or otherwise.

XML

Document And Entity Information	Mar. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 21, 2023
Entity Registrant Name	RICHARDSON ELECTRONICS, LTD.
Entity Central Index Key	0000355948
Entity Emerging Growth Company	false
Securities Act File Number	0-12906
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-2096643
Entity Address, Address Line One	40W267 Keslinger Road
Entity Address, Address Line Two	P.O. Box 393
Entity Address, City or Town	LaFox
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60147-0393
City Area Code	(630)
Local Phone Number	208-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.05 Par Value per share
Trading Symbol	RELL
Security Exchange Name	NASDAQ