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): January 10, 2024

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 January 10, 2024, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the second quarter ended December 2, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information contained in 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 January 10, 2024, furnished herewith
104	Cover Page Interactive Data File (embedded within the 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:	January 10, 2024	By:	/s/ Robert J. Ben
			Chief Financial Officer and Chief Accounting Officer

EX-99.1

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 REPORTS SECOND QUARTER FISCAL 2024 RESULTS AND DECLARES QUARTERLY CASH DIVIDEND

Results reflect challenging economic conditions as well as decline in sales to semiconductor wafer fab customers and project delays across the Company’s GES business.

Backlog increased 2% over the past three months, which management believes indicates stabilizing demand.

Company implements new ownership requirements for outside directors.

LaFox, IL, JANUARY 10, 2024: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its second quarter ended December 2, 2023. The Company also announced that its Board of Directors declared a $0.06 per share quarterly cash dividend.

"Although our second quarter results fell short of expectations, we are confident that our current pipeline of existing projects as well as new global opportunities within our GES business will drive significant long-term value for our company,” said Edward J. Richardson, Chairman, Chief Executive Officer, and President.

“While we expect difficult economic conditions to remain over the near term, we believe the stabilization in our backlog, as well as recent customer indications, will support sequential revenue growth in the third and fourth quarters. Specifically, we anticipate improving sales trends within our GES business in the second half of fiscal 2024 to offset the continued weakness we are experiencing in the semiconductor wafer fab market. The expansion of our product roadmap for green energy solutions continues to add new customers and programs for wind, EV rail and other applications that take advantage of energy transition initiatives underway throughout the world. As we navigate a more challenging operating environment over the near-term, we are focused on controlling operating expenses, improving our operating cash flow, and prudently managing working capital requirements,” concluded Mr. Richardson.

Second Quarter Results

Net sales for the second quarter of fiscal 2024 decreased 33.0% to $44.1 million compared to net sales of $65.9 million in the prior year’s second quarter due to lower net sales in PMT, GES and Canvys. PMT sales decreased $9.3 million or 22.9% from last year’s second quarter primarily due to lower sales of manufactured products for the Company’s semiconductor wafer fabrication equipment customers. GES sales decreased $9.7 million from last year’s second quarter primarily due to lower sales of ultracapacitor modules for wind turbines as a result of the project-based nature of this product line. Canvys sales decreased by $2.8 million, or 27.7% primarily due to lower customer demand in North America. However, Canvys’ backlog increased reflecting higher overall demand. Richardson Healthcare sales were comparable for both the fiscal 2024 and fiscal 2023 second quarters as higher CT tube and parts demand offset lower system sales.

Gross margin was 28.4% of net sales during the second quarter of fiscal 2024, compared to 33.2% during the second quarter of fiscal 2023. Without the under absorption of the Company’s manufacturing facility, management estimates that the Company’s consolidated gross margin for the fiscal 2024 second quarter would have been 31.3%. PMT gross margin decreased to 28.5% from 34.5% due to product mix and $0.9 million of manufacturing under absorption. GES gross margin decreased to 29.2% from 33.9% due to product mix. Healthcare gross margin decreased to 14.8% in the second quarter of fiscal 2024 compared to 23.2% in the prior year’s second quarter as a result of a $0.3 million increase in manufacturing under absorption. Canvys’ gross margin increased to 33.5% from 29.7% because of product mix and lower freight costs.

Operating expenses were $14.5 million compared to $14.7 million in the second quarter of fiscal 2023. The decrease in operating expenses resulted from lower incentives expenses, partially offset by higher salaries and fringe expenses.

The Company reported an operating loss of $2.0 million for the second quarter of fiscal 2024 compared to operating income of $7.2 million in the prior year’s second quarter. Other expense for the second quarter of fiscal 2024, including interest income and foreign exchange, was $0.3 million, compared to other expense of $0.1 million in the second quarter of fiscal 2023.

Income tax benefit was $0.5 million or a 21.6% effective tax rate versus an income tax provision of $1.5 million or a 21.5% effective tax rate in the prior year’s second quarter.

Net loss for the second quarter of fiscal 2024 was $1.8 million compared to net income of $5.5 million in the second quarter of fiscal 2023. Net loss per common share (diluted) was $0.13 in the second quarter of fiscal 2024 compared to earnings per common share (diluted) of $0.39 in the second quarter of fiscal 2023.

Cash and investments were $22.8 million as of December 2, 2023 versus $24.1 million on September 2, 2023. The use of cash during the second quarter of fiscal 2024 primarily resulted from $1.5 million of capital expenditures related to the Company’s facilities and IT system. In the quarter, the Company’s Board of Directors created new ownership requirements for outside directors. This includes owning a minimum of $150,000 of our stock after a three-year period.

Financial Summary for the Six Months Ended December 2, 2023

•Net sales for the first six months of fiscal 2024 were $96.7 million, a decrease of 27.5%, compared to net sales of $133.5 million during the first six months of fiscal 2023. Sales decreased by $18.9 million or 22.0% for PMT, $13.8 million or 66.3% for GES, $3.3 million or 16.2% for Canvys and $0.7 million or 11.8% for Richardson Healthcare.

•Gross profit decreased to $29.8 million during the first six months of fiscal 2024, compared to $44.9 million during the first six months of fiscal 2023. As a percentage of net sales, gross margin decreased to 30.8% of net sales during the first six months of fiscal 2024, compared to 33.6% of net sales during the first six months of fiscal 2023, primarily because of product mix and manufacturing under absorption in PMT, as well as increased scrap expense and manufacturing under absorption in Healthcare, partially offset by a favorable product mix and lower freight costs in Canvys.

•Operating expenses increased to $30.3 million for the first six months of fiscal 2024, compared to $28.9 million for the first six months of fiscal 2023. The increase in operating expenses resulted from higher employee compensation expenses.

•Operating loss during the first six months of fiscal 2024 was $0.5 million, compared to operating income of $16.0 million during the first six months of fiscal 2023.

•Other expense for the first six months of fiscal 2024, including interest income and foreign exchange, was $0.1 million, as compared to other expense of $0.5 million in the first six months of fiscal 2023.

•The income tax benefit was $0.1 million or an effective tax rate of 16.5% for the first six months of fiscal 2024 compared to an income tax provision of $3.6 million or an effective tax rate of 23.4% during the first six months of fiscal 2023.

•Net loss for the first six months of fiscal 2024 was $0.6 million, versus net income of $11.9 million during the first six months of fiscal 2023. Net loss per common share (diluted) was $0.04 for the first six months of fiscal 2024 compared to $0.83 earnings per common share (diluted) for the first six months of fiscal 2023.

CASH DIVIDEND DECLARED

The Board of Directors of Richardson Electronics declared a $0.06 quarterly cash dividend per share to holders of common stock and a $0.054 cash dividend per share to holders of Class B common stock. The dividend will be payable on February 28, 2024, to common stockholders of record as of February 9, 2024.

CONFERENCE CALL INFORMATION

On Thursday, January 11, 2024, at 9:00 a.m. Central Time, Edward J. Richardson, Chairman and Chief Executive Officer, and Robert J. Ben, Chief Financial Officer, will host a conference call to discuss the Company’s second quarter fiscal 2024 results. A question-and-answer session will be included as part of the call’s agenda.

Participant Instructions

Participants may register for the call here. While not required, it is recommended you join 10 minutes prior to the event start. A replay of the call will be available beginning at 1:00 p.m. Central Time on January 11, 2024, for seven days. Registration instructions are also on our website at www.rell.com.

In addition, the webcast link is available here.

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 July 31, 2023, 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.

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 including green energy solutions; high-value replacement parts, tubes, and service training for diagnostic imaging equipment; and customized display solutions. Nearly 55% 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 common stock trades on the NASDAQ Global Select Market under the ticker symbol RELL.

Richardson Electronics, Ltd.

Consolidated Balance Sheets

(in thousands, except per share amounts)

	Unaudited		Audited
	December 2, 2023		May 27, 2023
Assets
Current assets:
Cash and cash equivalents	$	22,769	$	24,981
Accounts receivable, less allowance of $201 and $191, respectively		23,909		30,067
Inventories, net		116,951		110,402
Prepaid expenses and other assets		2,926		2,633
Total current assets		166,555		168,083
Non-current assets:
Property, plant and equipment, net		21,363		20,823
Intangible assets, net		1,767		1,892
Right of use lease asset		2,145		2,457
Deferred income taxes		4,476		4,526
Other non-current assets		182		267
Total non-current assets		29,933		29,965
Total assets	$	196,488	$	198,048
Liabilities
Current liabilities:
Accounts payable	$	22,505	$	23,535
Accrued liabilities		12,432		12,026
Lease liability current		1,033		1,028
Total current liabilities		35,970		36,589
Non-current liabilities:
Non-current deferred income tax liabilities		99		98
Lease liability non-current		1,112		1,429
Other non-current liabilities		666		612
Total non-current liabilities		1,877		2,139
Total liabilities		37,847		38,728
Stockholders’ Equity
Common stock, $0.05 par value; 12,227 shares issued and outstanding on    December 2, 2023 and 12,140 shares issued and outstanding on May 27, 2023		611		607
Class B common stock, convertible, $0.05 par value; 2,052 shares issued     and outstanding on December 2, 2023 and 2,052 shares issued and     outstanding on May 27, 2023		103		103
Preferred stock, $1.00 par value, no shares issued		—		—
Additional paid-in-capital		71,936		70,951
Retained earnings		84,786		87,044
Accumulated other comprehensive income		1,205		615
Total stockholders' equity		158,641		159,320
Total liabilities and stockholders’ equity	$	196,488	$	198,048

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Comprehensive (Loss) Income

(in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	December 2, 2023			November 26, 2022			December 2, 2023			November 26, 2022
Net sales	$	44,130		$	65,905		$	96,711		$	133,462
Cost of sales		31,588			44,054			66,905			88,584
Gross profit		12,542			21,851			29,806			44,878
Selling, general and administrative expenses		14,488			14,677			30,280			28,925
Loss (gain) on disposal of assets		70			(25	)		70			(25	)
Operating (loss) income		(2,016	)		7,199			(544	)		15,978
Other expense (income):
Investment/interest income		(86	)		(78	)		(157	)		(103	)
Foreign exchange loss		343			223			246			597
Other, net		18			(13	)		50			(15	)
Total other expense		275			132			139			479
(Loss) income before income taxes		(2,291	)		7,067			(683	)		15,499
Income tax (benefit) provision		(494	)		1,518			(113	)		3,626
Net (loss) income		(1,797	)		5,549			(570	)		11,873
Foreign currency translation gain (loss), net of tax		631			976			590			(1,339	)
Comprehensive (loss) income	$	(1,166	)	$	6,525		$	20		$	10,534
Net (loss) income per share:
Common shares - Basic	$	(0.13	)	$	0.40		$	(0.04	)	$	0.87
Class B common shares - Basic		(0.12	)		0.36			(0.04	)		0.78
Common shares - Diluted		(0.13	)		0.39			(0.04	)		0.83
Class B common shares - Diluted		(0.12	)		0.35			(0.04	)		0.75
Weighted average number of shares:
Common shares – Basic		12,226			11,918			12,198			11,816
Class B common shares – Basic		2,052			2,053			2,052			2,053
Common shares – Diluted		12,226			12,535			12,198			12,442
Class B common shares – Diluted		2,052			2,053			2,052			2,053
Dividends per share:
Common share	$	0.060		$	0.060		$	0.120		$	0.120
Class B common share		0.054			0.054			0.108			0.108

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended						Six Months Ended
	December 2, 2023			November 26, 2022			December 2, 2023			November 26, 2022
Operating activities:
Net (loss) income	$	(1,797	)	$	5,549		$	(570	)	$	11,873
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
Depreciation and amortization		1,116			893			2,114			1,776
Inventory provisions		192			124			277			195
Share-based compensation expense		283			213			766			524
Loss (gain) on disposal of assets		70			(25	)		70			(25	)
Deferred income taxes		51			27			46			28
Change in assets and liabilities:
Accounts receivable		1,790			(2,009	)		6,252			(5,505	)
Inventories		(3,069	)		(7,658	)		(6,220	)		(18,126	)
Prepaid expenses and other assets		(618	)		774			(209	)		(425	)
Accounts payable		1,233			(699	)		(1,132	)		796
Accrued liabilities		1,502			(1,062	)		378			1,147
Other		47			(49	)		43			589
Net cash provided by (used in) operating activities		800			(3,922	)		1,815			(7,153	)
Investing activities:
Capital expenditures		(1,515	)		(1,301	)		(2,656	)		(2,743	)
Proceeds from sale of property, plant & equipment		—			193			—			193
Net cash used in investing activities		(1,515	)		(1,108	)		(2,656	)		(2,550	)
Financing activities:
Proceeds from issuance of common stock		15			1,517			342			2,902
Cash dividends paid on Common and Class B Common shares		(845	)		(831	)		(1,688	)		(1,650	)
Other		—			—			(119	)		(69	)
Net cash (used in) provided by financing activities		(830	)		686			(1,465	)		1,183
Effect of exchange rate changes on cash and cash equivalents		190			(183	)		94			(869	)
Decrease in cash and cash equivalents		(1,355	)		(4,527	)		(2,212	)		(9,389	)
Cash and cash equivalents at beginning of period		24,124			30,633			24,981			35,495
Cash and cash equivalents at end of period	$	22,769		$	26,106		$	22,769		$	26,106

Richardson Electronics, Ltd.

Unaudited Net Sales and Gross Profit

For the Second Quarter and First Six Months of Fiscal 2024 and 2023

($ in thousands)

By Strategic Business Unit:
Net Sales
	Q2 FY 2024					Q2 FY 2023		% Change
PMT	$	31,292				$	40,585		-22.9	%
GES		2,609					12,293		-78.8	%
Canvys		7,291					10,079		-27.7	%
Healthcare		2,938					2,948		-0.3	%
Total	$	44,130				$	65,905		-33.0	%
	YTD FY 2024					YTD FY 2023		% Change
PMT	$	67,036				$	85,939		-22.0	%
GES		7,003					20,804		-66.3	%
Canvys		17,180					20,492		-16.2	%
Healthcare		5,492					6,227		-11.8	%
Total	$	96,711				$	133,462		-27.5	%
Gross Profit
	Q2 FY 2024		% of Net Sales			Q2 FY 2023		% of Net Sales
PMT	$	8,905		28.5	%	$	14,011		34.5	%
GES		761		29.2	%		4,162		33.9	%
Canvys		2,440		33.5	%		2,995		29.7	%
Healthcare		436		14.8	%		683		23.2	%
Total	$	12,542		28.4	%	$	21,851		33.2	%
	YTD FY 2024		% of Net Sales			YTD FY 2023		% of Net Sales
PMT	$	20,416		30.5	%	$	29,546		34.4	%
GES		2,341		33.4	%		7,184		34.5	%
Canvys		5,805		33.8	%		6,261		30.6	%
Healthcare		1,244		22.7	%		1,887		30.3	%
Total	$	29,806		30.8	%	$	44,878		33.6	%

XML

Document And Entity Information	Jan. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 10, 2024
Entity Registrant Name	RICHARDSON ELECTRONICS, LTD.
Entity Central Index Key	0000355948
Entity Emerging Growth Company	false
Entity 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