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): July 24, 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 July 24, 2024, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the fourth quarter and year ended June 1, 2024. 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 July 24, 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:	July 24, 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 FOURTH QUARTER AND FISCAL YEAR 2024 RESULTS; DECLARES QUARTERLY CASH DIVIDEND

First year-over-year reduction in inventory since fiscal 2017, reflecting management’s efforts to improve working capital levels

Fourth quarter gross margin improved 320 basis points year-over-year

Generated $7.2 million in operating cash flow during the fourth quarter, helping the Company end the year with $24.3 million in cash and cash equivalents and no debt

Management expects to return to year-over-year sales growth and higher profitability in fiscal 2025

LaFox, IL, JULY 24, 2024: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its fourth quarter and fiscal year ended June 1, 2024. The Company also announced that its Board of Directors declared a $0.06 per share quarterly cash dividend.

“Fiscal 2024 was a difficult year for Richardson Electronics, as a result of challenging conditions within our semiconductor wafer fab market and program delays across several of our emerging GES opportunities. While these trends impacted sales and profitability during the year, our teams focused on maintaining gross margins, reducing inventory levels, strengthening our strong balance sheet, and investing in our long-term strategic growth opportunities. In fact, the fourth quarter marked the second consecutive quarter we experienced a decline in inventory and the first year-over-year decline in inventory since fiscal 2017. In addition, the Company generated $7.2 million in operating cash flow during the fourth quarter and we ended the year with no debt and $24.3 million in cash and cash equivalents,” said Edward J. Richardson, Chairman, Chief Executive Officer, and President.

“As we look to fiscal 2025, we remain focused on pursuing significant long-term growth opportunities within our global GES markets. In addition, we are starting to see early indications of improving demand within our semiconductor wafer fab markets. As a result, we believe we will return to year-over-year sales growth and higher profitability in fiscal 2025,” concluded Mr. Richardson.

Fourth Quarter Results

Net sales for the fourth quarter of fiscal 2024 was $47.4 million, compared to net sales of $58.8 million in the prior year’s fourth quarter. The 19.5% year-over-year decline in net sales was due to lower sales in PMT, GES and Canvys. PMT sales decreased $1.0 million from last year’s fourth quarter primarily due to lower sales of RF and Microwave products. GES sales decreased $10.6 million from last year’s fourth quarter, which included a large sale of EV locomotive battery modules that did not recur in fiscal 2024. Canvys sales decreased by $0.5 million, primarily due to economic conditions impacting medical OEM sales in North America. Richardson Healthcare sales increased $0.7 million from the fourth quarter of fiscal 2023 as a result of higher systems, CT tube and parts demand.

Backlog totaled $147.8 million at the end of the fourth quarter of fiscal 2024 versus $147.7 million at the end of the third quarter of fiscal 2024. The sequential increase was in GES, partially offset by decreases primarily in PMT and Canvys, which remain healthy. GES backlog of $42.3 million increased by $5.5 million from the third quarter of fiscal 2024.

Gross margin was 31.1% of net sales during the fourth quarter of fiscal 2024, compared to 27.9% during the fourth quarter of fiscal 2023. PMT gross margin increased to 31.1% from 29.0% due to a favorable product mix. GES gross margin increased to 25.5% from 23.4% due to product mix. Healthcare gross margin increased to 32.5% in the fourth quarter of fiscal 2024 compared to 23.7% in the prior year’s fourth quarter as a result of an improved product mix and lower scrap costs. Canvys’ gross margin increased to 33.5% from 32.9% primarily because of product mix.

Operating expenses were $14.8 million, compared to $15.0 million in the fourth quarter of fiscal 2023. The decrease in operating expenses resulted from lower incentives expense, partially offset by higher R&D expense.

The Company reported an operating loss of $0.1 million for the fourth quarter of fiscal 2024, compared to operating income of $1.4 million in the prior year’s fourth quarter. Other expense for the fourth quarter of fiscal 2024, including interest income and foreign exchange, was less than $0.1 million, compared to other income of $0.1 million in the fourth quarter of fiscal 2023.

Income tax benefit was less than $0.1 million and non-GAAP income tax benefit* was $0.4 million for the fourth quarter of fiscal 2024, versus an income tax benefit of $2.6 million and non-GAAP income tax benefit* of $0.2 million in the prior year’s fourth quarter. The fourth quarter of fiscal 2024 included $0.4 million for an R&D tax credit for the current fiscal year and a one-time total credit of $0.5 million for fiscal years 2020 through 2023. In addition, the fourth quarter of fiscal 2024 included $0.9 million in income tax expense for the establishment of an Illinois state tax valuation allowance related to the limitation of NOLs.

Net loss for the fourth quarter of fiscal 2024 was $0.1 million and non-GAAP net income* was $0.3 million, compared to net income of $4.1 million and non-GAAP net income* of $1.8 million in the fourth quarter of fiscal 2023. Loss per common share (diluted) was $0.01 and non-GAAP earnings per common share (diluted)* were $0.02 in the fourth quarter of fiscal 2024 compared to earnings per common share (diluted) of $0.27 and non-GAAP earnings per common share (diluted)* of $0.11 in the fourth quarter of fiscal 2023.

Cash and investments were $24.3 million as of June 1, 2024, versus $18.9 million on March 2, 2024,and $25.0 million on May 27, 2023. The generation of cash during the fourth quarter of fiscal 2024 related to lower inventory and accounts receivable, partially offset by lower accounts payable. The Company invested $1.0 million during the quarter in capital expenditures primarily related to its facilities and IT systems and $4.0 million for fiscal 2024, versus $2.4 million during last year’s fourth quarter and $7.4 million for fiscal 2023.

Fiscal 2024 Results

Net sales for fiscal 2024 were $196.5 million, a decrease of 25.2%, compared to net sales of $262.7 million during fiscal 2023. Sales decreased by $35.6 million or 21.7% for PMT, $24.4 million or 51.2% for GES and $6.9 million or 17.5% for Canvys. Sales increased by $0.7 million, or 5.7% for Richardson Healthcare.

Gross margin was 30.5% of net sales during fiscal 2024, compared to 31.9% during fiscal 2023 primarily because of product mix and manufacturing under absorption in PMT, product mix in GES, as well as increased manufacturing under absorption in Healthcare, partially offset by a favorable product mix and lower freight costs in Canvys.

Operating expenses increased to $59.5 million for fiscal 2024, compared to $58.7 million for fiscal 2023. The increase in operating expenses resulted from higher R&D and salaries expenses, partially offset by lower incentives expenses.

Operating income during fiscal 2024 was $0.3 million, compared to an operating income of $25.0 million during fiscal 2023.

Other expenses for fiscal 2024, including interest income and foreign exchange, were $0.2 million, as compared to other income of less than $0.1 million in fiscal 2023.

Income tax expense was $0.1 million and non-GAAP income tax benefit* was $0.3 million for fiscal 2024. The income tax expense of $0.1 million for fiscal 2024 resulted from the $0.9 million establishment of an Illinois state tax valuation allowance, offset by both current year R&D tax credit of $0.4 million and prior years’ R&D tax credits of $0.5 million. The income tax expense was $2.7 million and non-GAAP income tax expense* was $5.0 million for fiscal 2023.

Net income for fiscal 2024 was $0.1 million and non-GAAP net income* was $0.5 million, versus net income of $22.3 million and non-GAAP net income* of $20.0 million during fiscal 2023.

Earnings per common share (diluted) were $0.00 and non-GAAP earnings per common share (diluted)* were $0.03 for fiscal 2024, compared to earnings per common share (diluted) of $1.55 and non-GAAP earnings per common share (diluted)* of $1.39 for fiscal 2023.

*Please refer to Unaudited Reconciliation between GAAP and non-GAAP Financial Measures below for a reconciliation of non-GAAP items to the comparable GAAP measures.

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 August 28, 2024, to common stockholders of record as of August 9, 2024.

NON-GAAP FINANCIAL MEASURES

In addition to the results reported in accordance with generally accepted accounting principles in the United States (GAAP) included throughout this press release, the Company has provided information regarding “Non-GAAP income tax benefit or expense,” “Non-GAAP net income,” and “Non-GAAP earnings per common share (diluted)” (each, a Non-GAAP financial measure). Each of these non-GAAP financial measures reflects the exclusion of a one-time tax benefit or expense related to the reversal or establishment of a tax valuation allowance and a one-time total R&D Tax Credit from prior fiscal years from the most directly comparable financial measure calculated and presented in accordance with GAAP income tax benefit or expense, GAAP net (loss) income, and GAAP (loss) earnings per common share (diluted). Detailed reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are set forth in this press release.

Management believes that the disclosure of these non-GAAP financial measures provides useful information to investors in assessing the Company’s financial performance excluding items that are not considered by the Company to be indicative of the Company’s ongoing results. Our management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating our financial performance and when planning, forecasting and analyzing future periods. The non-GAAP financial measures presented herein, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies. The non-GAAP financial measures incorporated herein are not intended to be used as a substitute for the related GAAP measurements. The non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.

CONFERENCE CALL INFORMATION

The Company will host a conference call and question-and-answer session on Thursday, July 25, 2024, at 9:00 a.m. Central Time, to discuss its fourth quarter and fiscal-year 2024 results.

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 July 25, 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)

	June 1, 2024		May 27, 2023
Assets
Current assets:
Cash and cash equivalents	$	24,263	$	24,981
Accounts receivable, less allowance of $323 and $191, respectively		24,845		30,067
Inventories, net		110,149		110,402
Prepaid expenses and other assets		2,397		2,633
Total current assets		161,654		168,083
Non-current assets:
Property, plant and equipment, net		20,681		20,823
Intangible assets, net		1,641		1,892
Right of use lease assets		2,760		2,457
Deferred income taxes		5,500		4,526
Other non-current assets		209		267
Total non-current assets		30,791		29,965
Total assets	$	192,445	$	198,048
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	15,458	$	23,535
Accrued liabilities		15,404		12,026
Lease liability current		1,169		1,028
Total current liabilities		32,031		36,589
Non-current liabilities:
Deferred income tax liabilities		90		98
Lease liability non-current		1,591		1,429
Other non-current liabilities		781		612
Total non-current liabilities		2,462		2,139
Total liabilities		34,493		38,728
Stockholders’ Equity
Common stock, $0.05 par value; 12,254 shares issued and outstanding    on June 1, 2024 and 12,140 shares issues and outstanding on May 27,    2023		613		607
Class B common stock, convertible, $0.05 par value; 2,049 shares issued    and outstanding on June 1, 2024 and 2,052 shares issued and outstanding    on May 27, 2023		102		103
Preferred stock, $1.00 par value, no shares issued and outstanding		—		—
Additional paid-in-capital		72,744		70,951
Retained earnings		83,729		87,044
Accumulated other comprehensive income		764		615
Total stockholders’ equity		157,952		159,320
Total liabilities and stockholders’ equity	$	192,445	$	198,048

Richardson Electronics, Ltd.

Consolidated Statements of Comprehensive (Loss) Income

(in thousands, except per share amounts)

	Three Months Ended							Twelve Months Ended
	June 1, 2024			May 27, 2023				June 1, 2024			May 27, 2023
Net sales	$	47,374		$	58,832			$	196,460		$	262,658
Cost of sales, exclusive of depreciation and amortization		32,650			42,426				136,494			178,969
Gross profit		14,724			16,406				59,966			83,689
Selling, general and administrative expenses,    inclusive of depreciation and amortization		14,838			15,009				59,548			58,713
Loss (gain) on disposal of assets		—			5				70			(7	)
Operating (loss) income		(114	)		1,392				348			24,983
Other expense (income):
Investment/interest income		(60	)		(116	)			(284	)		(295	)
Foreign exchange loss (gain)		89			(27	)			436			278
Other, net		(4	)		(1	)			39			(30	)
Total other expense (income)		25			(144	)			191			(47	)
(Loss) income before income taxes		(139	)		1,536				157			25,030
Income tax (benefit) provision		(20	)		(2,584	)			96			2,697
Net (loss) income		(119	)		4,120				61			22,333
Foreign currency translation (loss) gain, net of tax		(236	)		525				149			(185	)
Comprehensive (loss) income	$	(355	)	$	4,645			$	210		$	22,148
Net (loss) income per share:
Common shares - Basic	$	(0.01	)	$	0.29		$		0.00		$	1.62
Class B common shares - Basic		(0.01	)		0.27				0.00			1.46
Common shares - Diluted		(0.01	)		0.27				0.00			1.55
Class B common shares - Diluted		(0.01	)		0.25				0.00			1.40
Weighted average number of shares:
Common shares - Basic		12,233			12,092				12,214			11,943
Class B common shares - Basic		2,050			2,052				2,051			2,052
Common shares - Diluted		12,406			12,599				12,464			12,542
Class B common shares - Diluted		2,050			2,052				2,051			2,052

Richardson Electronics, Ltd.

Consolidated Statements of Cash Flows

(in thousands)

	Fiscal Year Ended
	June 1, 2024			May 27, 2023
Operating activities:
Net income	$	61		$	22,333
Adjustments to reconcile net income to cash provided by (used in)    operating activities:
Depreciation and amortization		4,307			3,671
Inventory provisions		606			466
Loss (gain) on disposal of assets		70			(7	)
Share-based compensation expense		1,326			936
Deferred income taxes		(1,004	)		(138	)
Change in assets and liabilities:
Accounts receivable		5,297			(363	)
Inventories		66			(30,452	)
Prepaid expenses and other assets		250			(519	)
Accounts payable		(8,124	)		(439	)
Accrued liabilities		3,396			(4,006	)
Other		273			319
Net cash provided by (used in) operating activities		6,524			(8,199	)
Investing activities:
Capital expenditures		(4,041	)		(7,378	)
Proceeds from sale of property, plant & equipment		—			194
Proceeds from maturity of investments		—			5,000
Net cash used in investing activities		(4,041	)		(2,184	)
Financing activities:
Proceeds from issuance of common stock		591			3,778
Cash dividends paid on Common and Class B Common shares		(3,376	)		(3,320	)
Proceeds from revolving credit facility		3,744			—
Repayment of revolving credit facility		(3,744	)		—
Other		(120	)		(69	)
Net cash (used in) provided by financing activities		(2,905	)		389
Effect of exchange rate changes on cash and cash equivalents		(296	)		(520	)
Decrease in cash and cash equivalents		(718	)		(10,514	)
Cash and cash equivalents at beginning of period		24,981			35,495
Cash and cash equivalents at end of period	$	24,263		$	24,981

Richardson Electronics, Ltd.

Net Sales and Gross Profit

For the Fourth Quarter and Fiscal 2024 and 2023

($ in thousands)

By Strategic Business Unit:
Net Sales
			Three Months Ended					FY24 vs. FY23
			June 1, 2024			May 27, 2023		% Change
PMT			$	30,498		$	31,538		-3.3	%
GES				4,699			15,321		-69.3	%
Canvys				8,674			9,154		-5.2	%
Healthcare				3,503			2,819		24.3	%
Total			$	47,374		$	58,832		-19.5	%
			Twelve Months Ended					FY24 vs. FY23
			June 1, 2024			May 27, 2023		% Change
PMT			$	128,697		$	164,299		-21.7	%
GES				23,233			47,596		-51.2	%
Canvys				32,444			39,331		-17.5	%
Healthcare				12,086			11,432		5.7	%
Total			$	196,460		$	262,658		-25.2	%
Gross Profit
	Three Months Ended
	June 1, 2024		% of Net Sales			May 27, 2023		% of Net Sales
PMT	$	9,486		31.1	%	$	9,139		29.0	%
GES		1,196		25.5	%		3,587		23.4	%
Canvys		2,903		33.5	%		3,011		32.9	%
Healthcare		1,139		32.5	%		669		23.7	%
Total	$	14,724		31.1	%	$	16,406		27.9	%
	Twelve Months Ended
	June 1, 2024		% of Net Sales			May 27, 2023		% of Net Sales
PMT	$	38,717		30.1	%	$	54,089		32.9	%
GES		6,607		28.4	%		13,719		28.8	%
Canvys		10,973		33.8	%		12,375		31.5	%
Healthcare		3,669		30.4	%		3,506		30.7	%
Total	$	59,966		30.5	%	$	83,689		31.9	%

Richardson Electronics, Ltd.

Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures

For the Fourth Quarter and Fiscal 2024 and 2023

(in thousands, except per share amounts)

	Three Months Ended						Twelve Months Ended
	June 1, 2024			May 27, 2023			June 1, 2024			May 27, 2023
(Loss) income before income taxes	$	(139	)	$	1,536		$	157		$	25,030
Income tax (benefit) provision reconciliation
Income tax (benefit) provision	$	(20	)	$	(2,584	)	$	96		$	2,697
Prior years' R&D credit		462			580			462			580
Valuation allowance adjustment		(861	)		1,755			(861	)		1,755
Non-GAAP income tax (benefit) provision	$	(419	)	$	(249	)	$	(303	)	$	5,032
Net income (loss) reconciliation
Net (loss) income	$	(119	)	$	4,120		$	61		$	22,333
Prior years' R&D credit		462			580			462			580
Valuation allowance adjustment		(861	)		1,755			(861	)		1,755
Non-GAAP net income	$	280		$	1,785		$	460		$	19,998
Net income (loss) per share (diluted) reconciliation
Net (loss) income per share (diluted)	$	(0.01	)	$	0.27		$	0.00		$	1.55
VA adjustment and prior years' R&D credit		0.03			(0.16	)		0.03			(0.16	)
Non-GAAP net income per share (diluted)	$	0.02		$	0.11		$	0.03		$	1.39

XML

Document And Entity Information	Jul. 24, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 24, 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