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 5, 2022

RICHARDSON ELECTRONICS, LTD.

(Exact name of registrant as specified in charter)

_________________________

Delaware (State or other jurisdiction of incorporation) 0-12906 (Commission File Number) 36-2096643 (IRS Employer Identification No.)

40W267 Keslinger Road, P.O. Box 393, LaFox, Illinois (Address of principal executive offices) 60147-0393
(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 (see General Instruction A.2. below):

☐ 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	Name of Each Exchange on Which Registered
Common stock, $0.05 Par Value per share	RELL	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Operation and Financial Condition.

On January 5, 2022, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the second quarter ended November 27, 2021. 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 5, 2022, 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 5, 2022	By:	/s/ Robert J. Ben
	Name:	Robert J. Ben
	Title:	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 2022 NET INCOME OF $4.1 MILLION AND DECLARES QUARTERLY CASH DIVIDEND

PMT, Canvys and Healthcare Revenues Grow Versus Second Quarter FY21

Second Quarter Highlights

• Net sales of $54.0 million were up 27.3% from last year’s second quarter.

• Sales increased for PMG, Canvys, Healthcare and Semiconductor Wafer Fabrication Equipment products in the second quarter of fiscal 2022 versus the second quarter of fiscal 2021.

• Backlog increased to $146.9 million in the second quarter versus $126.5 million at the end of the first quarter.

• Gross margin was32.7% of net sales for the second quarter of fiscal 2022 versus 33.8% of net sales in the prior year’s second quarter primarily due to product mix and higher global freight costs.

• Operating expenses decreased $0.4 million to $13.1 million compared to the prior year’s second quarter. This decrease was due to lower legal fees, partially offset by increased employee compensation expense, including higher incentive expense due to the substantially improved performance.

• Operating income was $4.5 million for the second quarter of fiscal 2022 compared to an operating income of $0.9 million in the second quarter of fiscal 2021.

• Earnings per common share (diluted) were $0.30 for the second quarter of fiscal 2022 compared to $0.05 per common share (diluted) in the second quarter of fiscal 2021.

• Cash and investments increased to $39.7 million as of November 27, 2021 versus $36.4 million on August 28, 2021.

LaFox, IL, JANUARY 5, 2022: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its second quarter ended November 27, 2021. The Company also announced that its Board of Directors declared a $0.06 per share quarterly cash dividend.

“Our strong second quarter financial and operating performance is encouraging, as we produced our sixth consecutive quarter of increased revenues and our highest quarterly operating profit in 11 years,” said Edward J. Richardson, Chairman, Chief Executive Officer, and President. “Our second quarter results reflect the success of our multiple growth strategies as well as strong performance of new products, including our new ULTRA3000.  In addition, we are experiencing favorable demand trends across many of our global markets.  I am also pleased by the significant improvement in profitability, which we believe

demonstrates the power of our compelling financial model.  With continued growth in our backlog, we remain confident that fiscal year 2022 will be a strong year of sales growth and improved profitability.”  

Second Quarter Results

Net sales for the second quarter of fiscal 2022 increased 27.3% to $54.0 million compared to net sales of $42.4 million in the prior year’s second quarter due to higher net sales across all three business units. PMT sales increased $8.8 million or 26.7% from last year’s second quarter. Demand within PMT was driven by strong growth from our Power and Microwave new technology partners for various Power and Microwave applications including Power Management and 5G infrastructure, as well as increasing shipments of the ULTRA3000. In addition, sales for certain Electron Tube product lines increased from the second quarter of fiscal 2021. Canvys sales increased by $2.4 million or 36.5% due to strong customer demand in North America and Europe. Richardson Healthcare sales increased $0.3 million or 10.9% primarily due to a significant increase in demand for the ALTA750^TM Tubes.

Gross margin was 32.7% of net sales during the second quarter of fiscal 2022 compared to 33.8% of net sales during the second quarter of fiscal 2021. PMT margin decreased to 33.5% from 34.2% due to a higher mix of lower margin PMG sales. Canvys margin as a percent of net sales decreased to 31.8% from 35.5% because of higher global freight costs. Healthcare gross margin was 24.5% in the second quarter of fiscal 2022 compared to 25.6% in the prior year’s second quarter primarily due to increased component scrap expense.

Operating expenses were $13.1 million compared to $13.5 million in the second quarter of fiscal 2021. The decrease in operating expenses resulted from lower legal fees, partially offset by higher employee compensation expenses.

The Company reported operating income of $4.5 million for the second quarter of fiscal 2022 compared to an operating income of $0.9 million in the prior year’s second quarter. Other income for the second quarter of fiscal 2022, including interest income and foreign exchange, was $0.2 million, compared to other expense of $0.1 million in the second quarter of fiscal 2021.

The income tax provision of $0.6 million for the second quarter of fiscal 2022 reflected a provision for foreign income taxes and the offset of a U.S. tax provision against the valuation allowance. In addition, state income taxes for Illinois increased due to the suspension of net operating loss carryforwards (“NOLs”) until the end of fiscal 2023. Net income for the second quarter of fiscal 2022 was $4.1 million compared to a net income of $0.7 million in the second quarter of fiscal 2021. Earnings per common share (diluted) were $0.30 in the second quarter of fiscal 2022 compared to $0.05 per common share (diluted) in the second quarter of fiscal 2021.

Cash and investments at the end of the second quarter of fiscal 2022 were $39.7 million compared to $36.4 million at the end of the first quarter of fiscal 2022 and $46.0 million at the end of the second quarter of fiscal 2021. The Company spent $0.8 million during the quarter on capital expenditures primarily related to its Healthcare and manufacturing businesses as well as its IT System, versus $0.6 million during the second quarter of fiscal 2021.

FINANCIAL SUMMARY – SIX MONTHS ENDED NOVEMBER 27, 2021

• Net sales for the first six months of fiscal 2022 were $107.7 million, an increase of 32.6%, compared to net sales of $81.2 million during the first six months of fiscal 2021. Sales increased by $21.6 million or 34.1% for PMT, $4.2 million or 31.1% for Canvys and $0.7 million or 15.3% for Richardson Healthcare.

• Gross profit increased to $34.0 million during the first six months of fiscal 2022, compared to $26.7 million during the first six months of fiscal 2021. As a percentage of net sales, gross margin

decreased to 31.5% of net sales during the first six months of fiscal 2022, compared to 32.9% of net sales during the first six months of fiscal 2021, primarily because of an unfavorable product mix in PMT and higher global freight costs in Canvys, partially offset by improved manufacturing efficiencies for Healthcare.

• Operating expenses increased to $26.6 million for the first six months of fiscal 2022, compared to $26.5 million for the first six months of fiscal 2021. The increase in operating expenses resulted from higher employee compensation and travel expenses, partially offset by lower legal expenses.

• Operating income during the first six months of fiscal 2022 was $7.3 million, compared to an operating income of $0.2 million during the first six months of fiscal 2021.

• Other income for the first six months of fiscal 2022, 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 2021.

• The income tax provision of $0.7 million during the first six months of fiscal 2022 reflected a provision for foreign income taxes and the offset of a U.S. tax provision against the valuation allowance. In addition, state income taxes for Illinois increased due to the suspension of NOLs until the end of fiscal 2023.

• Net income for the first six months of fiscal 2022 was $6.8 million, versus a net loss of $0.5 million during the first six months of fiscal 2021. Earnings per common share (diluted) were $0.50 for the first six months of fiscal 2022 compared to a net loss of $0.04 per common share (diluted) for the first six months of fiscal 2021.

CASH DIVIDEND DECLARED

The Board of Directors of Richardson Electronics declared a $0.06 quarterly 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 23, 2022, to common stockholders of record as of February 4, 2022.

CONFERENCE CALL INFORMATION

On Thursday, January 6, 2022, at 9:00 a.m. CST, 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 year 2022 results.  A question and answer session will be included as part of the call’s agenda.

Participant Instructions

To listen to the call, please dial (USA/CANADA) (866) 784-8065 or (International) (602) 563-8684 and enter Conference ID: 2592902approximately five minutes before the start of the call.  A replay of the call will be available beginning at 1:00 p.m. CST on January 6, 2022, for seven days. The telephone number for the replay is (855) 859-2056; Conference ID: 2592902.

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 2, 2021, 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 provider of engineered solutions, power grid and microwave tubes and related consumables; power conversion and RF and microwave components; high value flat panel detector solutions, replacement parts, tubes, and service training for diagnostic imaging equipment; and customized display solutions. 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.

Richardson Electronics, Ltd. 

Consolidated Balance Sheets

(in thousands, except per share amounts)

	Unaudited		Audited
	November 27, 2021		May 29, 2021
Assets
Current assets:
Cash and cash equivalents	$	39,665	$	43,316
Accounts receivable, less allowance of $259 and $202, respectively		27,489		25,096
Inventories, net		70,741		63,508
Prepaid expenses and other assets		3,380		2,385
Total current assets		141,275		134,305
Non-current assets:
Property, plant and equipment, net		17,091		17,067
Intangible assets, net		2,139		2,270
Lease ROU asset		3,841		2,570
Non-current deferred income taxes		503		541
Total non-current assets		23,574		22,448
Total assets	$	164,849	$	156,753
Liabilities
Current liabilities:
Accounts payable	$	18,871	$	16,979
Accrued liabilities		15,411		14,182
Lease liability current		1,252		1,066
Total current liabilities		35,534		32,227
Non-current liabilities:
Non-current deferred income tax liabilities		235		242
Lease liability non-current		2,388		1,358
Other non-current liabilities		1,279		1,366
Total non-current liabilities		3,902		2,966
Total liabilities		39,436		35,193
Stockholders’ equity
Common stock, $0.05 par value; issued and outstanding 11,338 shares on    November 27, 2021 and 11,160 shares on May 29, 2021		567		558
Class B common stock, convertible, $0.05 par value; issued and outstanding    2,097 shares on November 27, 2021 and May 29, 2021		105		105
Preferred stock, $1.00 par value, no shares issued		—		—
Additional paid-in-capital		63,794		62,707
Retained earnings		58,476		53,297
Accumulated other comprehensive income		2,471		4,893
Total stockholders’ equity		125,413		121,560
Total liabilities and stockholders’ equity	$	164,849	$	156,753

Richardson Electronics, Ltd. 

Unaudited Consolidated Statements of Comprehensive Income

(in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	November 27, 2021			November 28, 2020			November 27, 2021			November 28, 2020
Net sales	$	53,979		$	42,418		$	107,683		$	81,230
Cost of sales		36,322			28,075			73,729			54,528
Gross profit		17,657			14,343			33,954			26,702
Selling, general and administrative expenses		13,135			13,491			26,604			26,467
Loss on disposal of assets		2			—			2			—
Operating income		4,520			852			7,348			235
Other expense (income):
Investment/interest income		(8	)		(15	)		(25	)		(33	)
Foreign exchange (gain) loss		(150	)		143			(123	)		585
Other, net		6			(18	)		22			(36	)
Total other (income) expense		(152	)		110			(126	)		516
Income (loss) before income taxes		4,672			742			7,474			(281	)
Income tax provision		550			53			717			177
Net income (loss)		4,122			689			6,757			(458	)
Foreign currency translation (loss) gain, net of tax		(1,420	)		477			(2,422	)		2,613
Comprehensive income	$	2,702		$	1,166		$	4,335		$	2,155
Net income (loss) per share:
Common shares - Basic	$	0.31		$	0.05		$	0.52		$	(0.04	)
Class B common shares - Basic		0.28			0.05			0.46			(0.03	)
Common shares - Diluted		0.30			0.05			0.50			(0.04	)
Class B common shares - Diluted		0.27			0.05			0.45			(0.03	)
Weighted average number of shares:
Common shares – Basic		11,270			11,111			11,232			11,090
Class B common shares – Basic		2,097			2,097			2,097			2,097
Common shares – Diluted		11,697			11,128			11,568			11,090
Class B common shares – Diluted		2,097			2,097			2,097			2,097
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
	November 27, 2021			November 28, 2020			November 27, 2021			November 28, 2020
Operating activities:
Net income (loss)	$	4,122		$	689		$	6,757		$	(458	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization		859			873			1,688			1,746
Inventory provisions		57			215			140			452
Share-based compensation expense		153			178			372			379
Loss on disposal of assets		2			—			2			—
Deferred income taxes		(23	)		(55	)		12			(53	)
Change in assets and liabilities:
Accounts receivable		1,862			687			(3,146	)		(167	)
Inventories		(4,225	)		613			(9,182	)		(1,008	)
Prepaid expenses and other assets		(994	)		(381	)		(1,056	)		(272	)
Accounts payable		1,695			211			2,302			(2,523	)
Accrued liabilities		1,032			1,633			1,512			3,412
Other		91			(236	)		357			(438	)
Net cash provided by (used in) operating activities		4,631			4,427			(242	)		1,070
Investing activities:
Capital expenditures		(770	)		(562	)		(1,607	)		(1,280	)
Proceeds from maturity of investments		—			—			—			16,000
Purchases of investments		—			—			—			(9,000	)
Net cash (used in) provided by investing activities		(770	)		(562	)		(1,607	)		5,720
Financing activities:
Proceeds from issuance of common stock		672			—			724			—
Cash dividends paid		(792	)		(780	)		(1,578	)		(1,560	)
Payment of financing lease principal		(46	)		(46	)		(91	)		(91	)
Net cash used in financing activities		(166	)		(826	)		(945	)		(1,651	)
Effect of exchange rate changes on cash and cash equivalents		(448	)		489			(857	)		1,349
Increase (decrease) in cash and cash equivalents		3,247			3,528			(3,651	)		6,488
Cash and cash equivalents at beginning of period		36,418			33,495			43,316			30,535
Cash and cash equivalents at end of period	$	39,665		$	37,023		$	39,665		$	37,023

Richardson Electronics, Ltd. 

Unaudited Net Sales and Gross Profit

For the Second Quarter and First Six Months of Fiscal 2022 and 2021

($ in thousands)

By Strategic Business Unit:
Net Sales
	Q2 FY 2022					Q2 FY 2021		% Change
PMT	$	41,737				$	32,929		26.7	%
Canvys		9,150					6,701		36.5	%
Healthcare		3,092					2,788		10.9	%
Total	$	53,979				$	42,418		27.3	%
	YTD FY 2022					YTD FY 2021		% Change
PMT	$	84,746				$	63,181		34.1	%
Canvys		17,591					13,413		31.1	%
Healthcare		5,346					4,636		15.3	%
Total	$	107,683				$	81,230		32.6	%
Gross Profit
	Q2 FY 2022		% of Net Sales			Q2 FY 2021		% of Net Sales
PMT	$	13,986		33.5	%	$	11,251		34.2	%
Canvys		2,912		31.8	%		2,379		35.5	%
Healthcare		759		24.5	%		713		25.6	%
Total	$	17,657		32.7	%	$	14,343		33.8	%
	YTD FY 2022		% of Net Sales			YTD FY 2021		% of Net Sales
PMT	$	26,917		31.8	%	$	21,222		33.6	%
Canvys		5,730		32.6	%		4,663		34.8	%
Healthcare		1,307		24.4	%		817		17.6	%
Total	$	33,954		31.5	%	$	26,702		32.9	%

XML

Document and Entity Information	Jan. 05, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 05, 2022
Entity Registrant Name	RICHARDSON ELECTRONICS LTD/DE
Entity Central Index Key	0000355948
Entity Tax Identification Number	36-2096643
Entity Emerging Growth Company	false
Entity File Number	0-12906
Entity Incorporation, State or Country Code	DE
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
Trading Symbol	RELL
Security 12b Title	Common stock, $0.05 Par Value per share
Security Exchange Name	NASDAQ