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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 08, 2025

 

 

 

 

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 October 8, 2025, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the first quarter ended August 30, 2025. 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 8, 2025, 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:

October 8, 2025

By:

/s/ Robert J. Ben

 

 

 

Chief Financial Officer and Chief Accounting Officer

 


EX-99.1 2 rell-ex99_1.htm EX-99.1 EX-99.1

 

EXHIBIT 99.1

img150668434_0.jpg

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 FIRST QUARTER RESULTS; DECLARES QUARTERLY CASH DIVIDEND

 

Q1 FY26 net sales increased YoY for the 5th consecutive quarter; led by a 52.2% YoY increase in

semi-conductor wafer fab net sales

Generated $1.0 million of operating income and ended Q1 FY26 with positive operating cash flow for the 6th consecutive quarter

LaFox, IL, OCTOBER 8, 2025: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its first quarter ended August 30, 2025. The Company also announced that its Board of Directors declared a $0.06 per share quarterly cash dividend.

“We are pleased with our solid first quarter fiscal 2026 results, reflecting the value we provide our global customers, the diversity of our end markets, and the hard work and commitment of our associates. Excluding Healthcare, which the majority of assets were sold in January 2025, net sales grew by 6.8%, led by strong year-over-year growth in our semiconductor wafer fab business. A more profitable sales mix, combined with our continued focus on controlling fixed costs, drove a significant improvement in operating income, that more than tripled from the prior year’s first quarter. We also generated positive operating cash flow for the sixth consecutive quarter,” said Edward J. Richardson, Chairman, CEO, and President.

“Our focus on driving growth and pursuing opportunities to enhance sales and profitability has provided a strong start to fiscal 2026. With a solid balance sheet, and a highly capable team, we are confident in our ability to deliver improved results this year,” concluded Mr. Richardson.

 


 

First Quarter Results

Net sales for the first quarter of fiscal 2026 were $54.6 million, a 1.6% increase from $53.7 million in the prior year’s first quarter. When excluding Healthcare, net sales increased 6.8% year-over-year.

Year-over-year net sales growth was due to higher sales in the Power and Microwave Technologies Group (PMT) and Canvys. As a result of the January 2025 Healthcare asset sale, the Healthcare segment has been consolidated into the PMT segment for the first quarter of fiscal 2026 and fiscal 2025. Sales for PMT increased $1.1 million, or 2.8% from the first quarter of fiscal 2025, as a result of higher demand from the Company’s semiconductor wafer fab customers and distributed electron tube products. When excluding Healthcare net sales, PMT net sales increased 10.5%. Canvys sales increased $0.6 million, or 8.3%, reflecting improved market conditions in Europe. GES sales declined by $0.8 million. Within GES, sales in the wind segment increased year-over-year but were offset mainly by the non-recurrence of a large EV Locomotive order that occurred in the prior fiscal year’s first quarter.

Backlog totaled $134.7 million at the end of the first quarter of fiscal 2026, versus $134.2 million at the end of fiscal 2025, primarily driven by increases in PMT and Canvys. Backlog in GES declined due to the timing of new orders, which can fluctuate quarter-to-quarter given the project-based nature of this segment. However, the GES sales pipeline remains healthy, supported by positive global demand and strong interest from both new and existing programs.

Gross margin for the first quarter was 31.0% of net sales, compared to 30.6% during the first quarter of fiscal 2025. PMT gross margin increased to 31.3%, compared to 30.1%, as a result of a favorable product mix and an improvement in manufacturing absorption. GES gross margin increased to 29.6%, from 29.4% also due to product mix. Canvys gross margin decreased to 30.9%, from 34.3% primarily due to product mix and higher freight costs.

Operating expenses were $16.0 million, compared to $16.1 million in the first quarter of fiscal 2025. As a percentage of net sales, operating expenses were 29.2% in the first quarter of fiscal 2026 versus 30.0% in the prior year’s first quarter. The decrease in operating expenses resulted from lower travel expenses.

Operating income was $1.0 million for the first quarter of fiscal 2026, compared to operating income of $0.3 million in the prior year’s first quarter. Other income for the first quarter of fiscal 2026, including interest income, foreign exchange, and other was $1.4 million, compared to other income of $0.3 million in the first quarter of fiscal 2025. The increase from the prior year’s first quarter was mainly due to a non-recurring gain of $0.9 million.

Income tax provision was $0.4 million for the first quarter of fiscal 2026, versus an income tax provision of less than $0.1 million in the prior year’s first quarter. The effective tax rate for the quarter was 18.1% compared to 9.0% in the first quarter of fiscal 2025.

Net income was $1.9 million for the first quarter of fiscal 2026, compared to $0.6 million in the first quarter of fiscal 2025. Earnings per common share (diluted) were $0.13 in the first quarter of fiscal 2026, compared to earnings per common share (diluted) of $0.04 in the first quarter of fiscal 2025.

EBITDA for the first quarter of fiscal 2026 was $3.3 million versus $1.7 million in the prior year’s first quarter.

The Company maintained a solid financial position and had cash and cash equivalents of $35.7 million as of August 30, 2025, versus $35.9 million as of May 31, 2025. Cash used during the first quarter of fiscal 2026 primarily related to the payment of dividends. The Company invested $1.0 million during the quarter in capital expenditures primarily related to its manufacturing business, facilities improvements, and IT systems, versus $0.9 million during last year’s first quarter.

 


 

As of the end of the first quarter of fiscal 2026, the Company had no outstanding debt on its revolving line of credit with PNC Bank. In addition, the Company has extended this Credit Agreement through October 6, 2028, with similar terms and a $20 million borrowing limit.

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 26, 2025, to common stockholders of record as of November 7, 2025.

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 9, 2025, at 9:00 a.m. Central Time, to discuss its first quarter fiscal 2026 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 10, 2025, 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 4, 2025, 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; tubes for diagnostic imaging equipment; and customized display solutions.

More than 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 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

 

 

 

August 30, 2025

 

 

May 31, 2025

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

35,654

 

 

$

35,901

 

Accounts receivable, less allowance for credit losses of $301 and $250, respectively

 

 

27,039

 

 

 

24,117

 

Inventories, net

 

 

104,635

 

 

 

102,799

 

Prepaid expenses and other assets

 

 

2,948

 

 

 

3,070

 

Total current assets

 

 

170,276

 

 

 

165,887

 

Non-current assets:

 

 

 

 

 

 

Property, plant and equipment, net

 

 

18,439

 

 

 

18,355

 

Intangible assets, net

 

 

330

 

 

 

345

 

Right of use lease assets

 

 

2,026

 

 

 

2,276

 

Deferred income tax assets

 

 

8,695

 

 

 

8,744

 

Other non-current assets

 

 

301

 

 

 

228

 

Total non-current assets

 

 

29,791

 

 

 

29,948

 

Total assets

 

$

200,067

 

 

$

195,835

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

23,172

 

 

$

21,339

 

Accrued liabilities

 

 

14,360

 

 

 

14,276

 

Lease liabilities current

 

 

1,167

 

 

 

1,171

 

Total current liabilities

 

 

38,699

 

 

 

36,786

 

Non-current liabilities:

 

 

 

 

 

 

Deferred income tax liabilities

 

 

83

 

 

 

81

 

Lease liabilities non-current

 

 

859

 

 

 

1,105

 

Other non-current liabilities

 

 

1,058

 

 

 

1,204

 

Total non-current liabilities

 

 

2,000

 

 

 

2,390

 

Total liabilities

 

 

40,699

 

 

 

39,176

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

Common stock, $0.05 par value; 12,444 and 12,362 shares issued
   and outstanding on August 30, 2025 and May 31, 2025, respectively

 

 

622

 

 

 

618

 

Class B common stock, convertible, $0.05 par value; 2,049 shares issued
    and outstanding on August 30, 2025 and May 31, 2025

 

 

102

 

 

 

102

 

Additional paid-in-capital

 

 

75,044

 

 

 

74,445

 

Retained earnings

 

 

80,392

 

 

 

79,340

 

Accumulated other comprehensive income

 

 

3,208

 

 

 

2,154

 

Total stockholders' equity

 

 

159,368

 

 

 

156,659

 

Total liabilities and stockholders’ equity

 

$

200,067

 

 

$

195,835

 

 

 

 

 


 

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Comprehensive Income

(in thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

 

August 30, 2025

 

 

August 31, 2024

 

Net sales

 

$

54,607

 

 

$

53,725

 

Cost of sales

 

 

37,678

 

 

 

37,299

 

Gross profit

 

 

16,929

 

 

 

16,426

 

Selling, general and administrative expenses

 

 

15,961

 

 

 

16,112

 

Gain on disposal of property, plant and equipment

 

 

 

 

 

2

 

Operating income

 

 

968

 

 

 

316

 

Other income (expense):

 

 

 

 

 

 

Interest income

 

 

169

 

 

 

58

 

Foreign exchange gain

 

 

289

 

 

 

277

 

Other, net

 

 

904

 

 

 

(3

)

Total other income

 

 

1,362

 

 

 

332

 

Income before income taxes

 

 

2,330

 

 

 

648

 

Income tax provision

 

 

421

 

 

 

58

 

Net income

 

 

1,909

 

 

 

590

 

Foreign currency translation gain, net of tax

 

 

1,054

 

 

 

636

 

Comprehensive income

 

$

2,963

 

 

$

1,226

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

Common stock - Basic

 

$

0.13

 

 

$

0.04

 

Class B common stock - Basic

 

 

0.12

 

 

 

0.04

 

Common stock - Diluted

 

 

0.13

 

 

 

0.04

 

Class B common stock - Diluted

 

 

0.12

 

 

 

0.04

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

Common stock – Basic

 

 

12,393

 

 

 

12,200

 

Class B common stock – Basic

 

 

2,049

 

 

 

2,049

 

Common stock – Diluted

 

 

12,544

 

 

 

12,431

 

Class B common stock – Diluted

 

 

2,049

 

 

 

2,049

 

 

 


 

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Three Months Ended

 

 

 

August 30, 2025

 

 

August 31, 2024

 

Operating activities:

 

 

 

 

 

 

Net income

 

$

1,909

 

 

$

590

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

Unrealized foreign currency gain

 

 

(511

)

 

 

(382

)

Depreciation and amortization

 

 

971

 

 

 

1,044

 

Inventory provisions

 

 

102

 

 

 

139

 

Share-based compensation expense

 

 

641

 

 

 

593

 

Gain on disposal of property, plant and equipment

 

 

 

 

 

(2

)

Deferred income taxes

 

 

49

 

 

 

(58

)

Change in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(2,654

)

 

 

(5,858

)

Inventories

 

 

(578

)

 

 

(124

)

Prepaid expenses and other assets

 

 

60

 

 

 

(29

)

Accounts payable

 

 

1,626

 

 

 

4,164

 

Accrued liabilities

 

 

(150

)

 

 

(95

)

Other

 

 

(98

)

 

 

430

 

Net cash provided by operating activities

 

 

1,367

 

 

 

412

 

Investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(1,025

)

 

 

(926

)

Proceeds from sale of property, plant and equipment

 

 

 

 

 

7

 

Net cash used in investing activities

 

 

(1,025

)

 

 

(919

)

Financing activities:

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

61

 

 

 

144

 

Cash dividends paid on common and Class B common stock

 

 

(857

)

 

 

(850

)

Proceeds from revolving credit facility

 

 

 

 

 

1,000

 

Repayment of revolving credit facility

 

 

 

 

 

(1,000

)

Other

 

 

(99

)

 

 

(162

)

Net cash used in financing activities

 

 

(895

)

 

 

(868

)

Effect of exchange rate changes on cash and cash equivalents

 

 

306

 

 

 

147

 

Decrease in cash and cash equivalents

 

 

(247

)

 

 

(1,228

)

Cash and cash equivalents at beginning of period

 

 

35,901

 

 

 

24,263

 

Cash and cash equivalents at end of period

 

$

35,654

 

 

$

23,035

 

 

 


 

Richardson Electronics, Ltd.

Unaudited Net Sales and Gross Profit

For the First Quarter of Fiscal 2026 and 2025

($ in thousands)

 

By Strategic Business Unit

 

Net Sales

 

 

 

Three Months Ended

 

 

FY26 vs. FY25

 

 

 

August 30, 2025

 

 

August 31, 2024

 

 

% Change

 

PMT

 

$

39,069

 

 

$

38,001

 

 

 

2.8

%

GES

 

 

7,263

 

 

 

8,086

 

 

 

-10.2

%

Canvys

 

 

8,275

 

 

 

7,638

 

 

 

8.3

%

Total

 

$

54,607

 

 

$

53,725

 

 

 

1.6

%

 

 

Gross Profit

 

 

 

Three Months Ended

 

 

 

August 30, 2025

 

 

% of Net Sales

 

 

August 31, 2024

 

 

% of Net Sales

 

PMT

 

$

12,226

 

 

 

31.3

%

 

$

11,431

 

 

 

30.1

%

GES

 

 

2,150

 

 

 

29.6

%

 

 

2,374

 

 

 

29.4

%

Canvys

 

 

2,553

 

 

 

30.9

%

 

 

2,621

 

 

 

34.3

%

Total

 

$

16,929

 

 

 

31.0

%

 

$

16,426

 

 

 

30.6

%

 

 


 

Richardson Electronics, Ltd.

Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures

For the First Quarter of Fiscal 2026 and 2025

($ in thousands)

 

 

EBITDA

 

 

 

 

Three Months Ended

 

 

 

August 30, 2025

 

 

August 31, 2024

 

Net income

 

$

1,909

 

 

$

590

 

   Income tax expense

 

 

421

 

 

 

58

 

   Depreciation & amortization

 

 

971

 

 

 

1,044

 

EBITDA

 

$

3,301

 

 

$

1,692