Form 8-K - Current report

false000035594800003559482024-10-092024-10-09

 

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): October 09, 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: [phone]

 

(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. ☐

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Item 2.02 Results of Operations and Financial Condition.

On October 9, 2024, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the first quarter ended August 31, 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 October 9, 2024, furnished herewith
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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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:	October 9, 2024	By:	/s/ Robert J. Ben
			Chief Financial Officer and Chief Accounting Officer

 

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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: [phone]	[phone]	[phone] | Fax: [phone]

RICHARDSON ELECTRONICS REPORTS FIRST QUARTER RESULTS; DECLARES QUARTERLY CASH DIVIDEND

Q1 FY25 net sales increase 2.2% YoY, the first quarterly YoY increase since Q3 FY23

Richardson Electronics ended Q1 with positive operating cash flow for the second consecutive quarter, $23.0 million in cash and cash equivalents and no debt

Management expects YoY sales growth and higher profitability for FY25

LaFox, IL, OCTOBER 9, 2024: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its first quarter ended August 31, 2024. The Company also announced that its Board of Directors declared a $0.06 per share quarterly cash dividend.

“Our first quarter results are encouraging and benefited from the strategies underway to drive sales growth, improve profitability, and generate positive operating cash flow," said Edward J. Richardson, Chairman, CEO, and President. "For the first quarter of fiscal 2025, new program wins, combined with improving demand trends for legacy programs, drove an 84%, or $3.7 million year-over-year increase in GES sales. In addition, we are seeing green shoots develop in our semiconductor wafer fab market and sales to wafer fab customers increased 16% on a year-over-year basis.”

“We also remain focused on improving inventory management and we expect sales growth throughout fiscal 2025 to reduce inventory levels over the next several quarters. For the first quarter we generated positive operating cash flow for the second straight quarter and ended the quarter with no debt and $23.0 million in cash and cash equivalents. We believe our strong balance sheet provides us with the flexibility to support the current needs of our business, while continuing to invest capital in long-term growth strategies. In addition, we remain committed to maintaining a strong balance sheet, optimizing our business, and pursuing profitable growth opportunities. Overall, fiscal year 2025 is off to a good start, and we expect year-over-year sales growth and higher profitability for the full fiscal year,” concluded Mr. Richardson.

 

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First Quarter Results

Net sales for the first quarter of fiscal 2025 were $53.7 million, a 2.2% increase from $52.6 million in the prior year’s first quarter. The first quarter of fiscal 2025 was comprised of 13 weeks, compared to 14 weeks for the first quarter of fiscal 2024.

This growth in net sales for the first quarter of fiscal 2025 was due to higher sales in GES and Healthcare. GES sales increased $3.7 million, or 84.0% from last year’s first quarter driven by a large sale of electric locomotive battery modules and higher sales of wind turbine battery modules. Richardson Healthcare sales increased $1.2 million, or 48.7% from the first quarter of fiscal 2024 as a result of higher CT tube, parts and system demand.

Sales growth for the first quarter of fiscal 2025 was partially offset by a $1.5 million, or 4.3% decrease in PMT sales due to large one-time sale of special purpose electron tubes in the first quarter last fiscal year that did not recur. In addition, Canvys sales declined year-over-year by $2.3 million, reflecting challenging market conditions in North America and Europe.

Backlog totaled $137.4 million at the end of the first quarter of fiscal 2025 versus $147.8 million at the end of the fourth quarter of fiscal 2024. The sequential decrease was primarily in Canvys and GES, which remain healthy despite short-term economic conditions. The Company’s sales pipeline remains robust, and while the timing of orders can vary quarter-to-quarter, management expects backlog to strengthen in fiscal 2025.

Gross margin for the first quarter was 30.6% of net sales compared to 32.8% during the first quarter of fiscal 2024. Richardson Healthcare’s gross margin improved to 32.4%, up from 31.6%, thanks to cost efficiencies in scrap and freight. Canvys also posted a slight increase in gross margin to 34.3%, compared to 34.0%, due to favorable product mix. PMT gross margin decreased to 29.8% from 32.2% due to product mix and higher manufacturing under absorption as the Company maintains much of its workforce in anticipation of increasing demand for its manufacturing resources. GES gross margin decreased to 29.4% from 36.0% due to product mix.

Operating expenses were $16.1 million, compared to $15.8 million in the first quarter of fiscal 2024. The increase in operating expenses resulted primarily from higher incentives expense tied to recent sales growth.

Operating income was $0.3 million for the first quarter of fiscal 2025, compared to operating income of $1.5 million in the prior year’s first quarter. Other income for the first quarter of fiscal 2025, including interest income and foreign exchange, was $0.3 million, compared to other income of $0.1 million in the first quarter of fiscal 2024.

Income tax provision was $0.1 million, or an effective tax rate of approximately 9.0%, versus an income tax provision of $0.4 million, or an effective tax rate of 23.7% in the prior year’s first quarter.

Net income for the first quarter of fiscal 2025 was $0.6 million, compared to net income of $1.2 million in the first quarter of fiscal 2024. EBITDA for the first quarter of fiscal 2025 was $1.7 million versus $2.6 million in the prior year’s first quarter. Earnings per common share (diluted) were $0.04 in the first quarter of fiscal 2025 compared to earnings per common share (diluted) of $0.09 in the first quarter of fiscal 2024.

The Company maintained its solid financial footing, reporting cash and cash equivalents of $23.0 million as of August 31, 2024, versus $24.3 million as of June 1, 2024. The use of cash during the first quarter of fiscal 2025 was primarily related to higher accounts receivable, partially offset by higher accounts payable. The Company invested $0.9 million during the quarter in capital expenditures related to its facilities and IT systems, versus $1.1 million during last year’s first quarter.

 

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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 November 27, 2024, to common stockholders of record as of November 8, 2024.

NON-GAAP FINANCIAL MEASURE

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 “EBITDA” (a “non-GAAP financial measure”). This non-GAAP financial measure reflects earnings before interest, income tax, depreciation and amortization expenses. 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 this non-GAAP financial measure 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 this non-GAAP financial measure along with the most directly comparable GAAP financial measure in evaluating our financial performance and when planning, forecasting and analyzing future periods. The non-GAAP financial measure 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 measure incorporated herein is not intended to be used as a substitute for the related GAAP measurements. The non-GAAP financial measure 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, October 10, 2024, at 9:00 a.m. Central Time, to discuss its first quarter fiscal-year 2025 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 October 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 August 5, 2024, 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.

 

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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 50% 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.

 

 

 

 

 

 

 

 

 

 

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Richardson Electronics, Ltd.

Consolidated Balance Sheets

(in thousands, except per share amounts)

 

		Unaudited				Audited
		August 31, 2024				June 1, 2024
Assets
Current assets:
Cash and cash equivalents		$	23,035			$	24,263
Accounts receivable, less allowance for credit losses of $351 and $323, respectively			30,862				24,845
Inventories, net			110,994				110,149
Prepaid expenses and other assets			2,488				2,397
Total current assets			167,379				161,654
Non-current assets:
Property, plant and equipment, net			20,612				20,681
Intangible assets, net			1,582				1,641
Right of use lease assets			2,538				2,760
Deferred income tax assets			5,555				5,500
Other non-current assets			197				209
Total non-current assets			30,484				30,791
Total assets		$	197,863			$	192,445
Liabilities
Current liabilities:
Accounts payable		$	19,758			$	15,458
Accrued liabilities			15,403				15,404
Lease liabilities current			1,107				1,169
Total current liabilities			36,268				32,031
Non-current liabilities:
Deferred income tax liabilities			79				90
Lease liabilities non-current			1,431				1,591
Other non-current liabilities			1,021				781
Total non-current liabilities			2,531				2,462
Total liabilities			38,799				34,493
Stockholders’ Equity
Common stock, $0.05 par value; 12,331 and 12,254 shares issued    and outstanding on August 31, 2024 and June 1, 2024, respectively			617				613
Class B common stock, convertible, $0.05 par value; 2,049 shares issued     and outstanding on August 31, 2024 and June 1, 2024			102				102
Preferred stock, $1.00 par value, no shares issued			—				—
Additional paid-in-capital			73,315				72,744
Retained earnings			83,630				83,729
Accumulated other comprehensive income			1,400				764
Total stockholders' equity			159,064				157,952
Total liabilities and stockholders’ equity		$	197,863			$	192,445

 

 

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Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Comprehensive Income

(in thousands, except per share amounts)

 

		Three Months Ended
		August 31, 2024				September 2, 2023
Net sales		$	53,725			$	52,581
Cost of sales, exclusive of depreciation and amortization			37,299				35,317
Gross profit			16,426				17,264
Selling, general and administrative expenses, inclusive    of depreciation and amortization			16,112				15,792
Gain on disposal of assets			(2	)			—
Operating income			316				1,472
Other (income) expense:
Interest income			(58	)			(71	)
Foreign exchange gain			(277	)			(97	)
Other, net			3				32
Total other income			(332	)			(136	)
Income before income taxes			648				1,608
Income tax provision			58				381
Net income			590				1,227
Foreign currency translation gain (loss), net of tax			636				(41	)
Comprehensive income		$	1,226			$	1,186
Net income per share:
Common shares - Basic		$	0.04			$	0.09
Class B common shares - Basic			0.04				0.08
Common shares - Diluted			0.04				0.09
Class B common shares - Diluted			0.04				0.08
Weighted average number of shares:
Common shares – Basic			12,200				12,171
Class B common shares – Basic			2,049				2,052
Common shares – Diluted			12,431				12,539
Class B common shares – Diluted			2,049				2,052

 

 

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Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

 

		Three Months Ended
		August 31, 2024				September 2, 2023
Operating activities:
Net income		$	590			$	1,227
Adjustments to reconcile net income to cash provided by operating activities:
Unrealized foreign currency gain			(382	)			(37	)
Depreciation and amortization			1,044				998
Inventory provisions			139				85
Share-based compensation expense			593				483
Gain on disposal of assets			(2	)			—
Deferred income taxes			(58	)			(5	)
Change in assets and liabilities:
Accounts receivable			(5,858	)			4,462
Inventories			(124	)			(3,151	)
Prepaid expenses and other assets			(29	)			409
Accounts payable			4,164				(2,365	)
Accrued liabilities			(95	)			(1,124	)
Other			430				33
Net cash provided by operating activities			412				1,015
Investing activities:
Capital expenditures			(926	)			(1,141	)
Proceeds from sale of property, plant & equipment			7				—
Net cash used in investing activities			(919	)			(1,141	)
Financing activities:
Proceeds from issuance of common stock			144				327
Cash dividends paid on common and Class B common stock			(850	)			(843	)
Proceeds from revolving credit facility			1,000				—
Repayment of revolving credit facility			(1,000	)			—
Other			(162	)			(119	)
Net cash used in financing activities			(868	)			(635	)
Effect of exchange rate changes on cash and cash equivalents			147				(96	)
Decrease in cash and cash equivalents			(1,228	)			(857	)
Cash and cash equivalents at beginning of period			24,263				24,981
Cash and cash equivalents at end of period		$	23,035			$	24,124

 

 

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Richardson Electronics, Ltd.

Unaudited Net Sales and Gross Profit

For the First Quarter of Fiscal 2025 and 2024

($ in thousands)

 

By Strategic Business Unit

 

Net Sales		Three Months Ended								FY25 vs. FY24
		August 31, 2024				September 2, 2023				% Change
PMT		$	34,202			$	35,744				-4.3	%
GES			8,086				4,394				84.0	%
Canvys			7,638				9,889				-22.8	%
Healthcare			3,799				2,554				48.7	%
Total		$	53,725			$	52,581				2.2	%

 

 

 

 

Gross Profit		Three Months Ended
		August 31, 2024				% of Net Sales				September 2, 2023				% of Net Sales
PMT		$	10,202				29.8	%		$	11,511				32.2	%
GES			2,374				29.4	%			1,580				36.0	%
Canvys			2,621				34.3	%			3,365				34.0	%
Healthcare			1,229				32.4	%			808				31.6	%
Total		$	16,426				30.6	%		$	17,264				32.8	%

 

 

 

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Richardson Electronics, Ltd.

Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures

For the First Quarter of Fiscal 2025 and 2024

($ in thousands)

 

EBITDA

 

		Three Months Ended
		August 31, 2024				September 2, 2023
Net income		$	590			$	1,227
Income tax expense			58				381
Depreciation & amortization			1,044				998
EBITDA		$	1,692			$	2,606

 

 

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Document And Entity Information	Oct. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 09, 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

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