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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): July 22, 2026

 

 

 

 

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 22, 2026, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the fourth quarter and year ended May 30, 2026. 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 22, 2026, 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 22, 2026

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 STRONG FOURTH QUARTER AND FISCAL 2026 RESULTS; DECLARES QUARTERLY CASH DIVIDEND

 

Fourth quarter net sales increased 27.6% year over year, with growth across all three business units

 

Fourth quarter GAAP net income increased 244.4% to $3.7 million, or $0.25 per common share (diluted)

 

Fiscal 2026 net sales increased 9.4%, marking the Company’s second consecutive year of annual sales growth

 

Backlog reached $164.4 million, its highest level in three years and an increase of 8.7% from the third quarter

 

LaFox, IL, JULY 22, 2026: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its fourth quarter and fiscal year ended May 30, 2026. The Company also announced that its Board of Directors declared a $0.06 per share quarterly cash dividend.

“I am pleased to report that Richardson Electronics delivered its eighth consecutive quarter of year-over-year sales growth, and the highest quarterly net sales since the third quarter of fiscal 2023. Fourth-quarter performance reflected strong demand in Power and Microwave Technologies, particularly for engineered solutions serving the semiconductor wafer fabrication equipment market, as well as distributed RF and microwave products. We also continued to see growth in Green Energy Solutions and Canvys had a record quarter. For the full fiscal year, our team executed well, delivering sales growth, improved gross margin, and stronger operating performance,” said Edward J. Richardson, Chairman, Chief Executive Officer, and President.

 

“Our backlog ended the year at its highest level in three years, reflecting continued customer activity across several of our key markets. We are encouraged by the opportunities we see in power management, semiconductor manufacturing, defense, energy storage, and customized display solutions. While the broader economic environment remains fluid, our strong balance sheet, technical capabilities, and focus on higher-value engineered solutions position us well to build on the progress achieved in fiscal 2026 and create sustainable long-term value for our shareholders,” Mr. Richardson concluded.

 


 

Fourth Quarter Results

Net sales for the fourth quarter of fiscal 2026 were $66.2 million, a 27.6% increase from $51.9 million in the prior year’s fourth quarter. All business units experienced strong year-over-year sales growth.

PMT sales increased $10.4 million, or 28.1% due to strong growth in semiconductor wafer fab and RF and Microwave products. GES sales increased by $1.1 million, or 20.4% as a result of higher sales of Wind products. Canvys’ sales increased $2.8 million, or 29.5%, reflecting higher sales in North America.

Backlog grew 8.7% to $164.4 million at the end of the fourth quarter of fiscal 2026, versus $151.2 million at the end of the third quarter of fiscal 2026, primarily driven by an increase in PMT. Total GES backlog improved by nearly 5%.

Gross margin for the fourth quarter was 31.2% of net sales, compared to 31.6% during the fourth quarter of fiscal 2025. PMT gross margin decreased to 31.1%, compared to 31.4%, as a result of product mix. GES gross margin decreased to 30.2%, from 31.6% also due to product mix. Canvys gross margin increased to 32.3%, from 32.1% primarily due to improved freight costs as a percentage of net sales.

Operating expenses were $17.6 million, compared to $15.6 million in the fourth quarter of fiscal 2025. The increase in operating expenses resulted from higher salaries and incentives driven by the significant sales growth in both the fourth quarter and fiscal year 2026. Also, included in operating expenses for the fourth quarter of fiscal 2026 was a $0.4 million unclaimed property state audit settlement. As a percentage of net sales, operating expenses improved to 26.6% in the fourth quarter of fiscal 2026 versus 30.0% in the prior year’s fourth quarter.

 

Gain on disposal of assets of $0.8 million resulted from the sale of healthcare equipment and inventory related to ALTA products, which are no longer being manufactured and sold.

 

Operating income was $3.9 million and non-GAAP operating income* was $3.5 million for the fourth quarter of fiscal 2026, compared to an operating income of $0.6 million and non-GAAP operating income* of $0.8 million in the prior year’s fourth quarter. Other income for the fourth quarter of fiscal 2026, including interest income and foreign exchange was $0.3 million, compared to other income of $1.3 million in the fourth quarter of fiscal 2025.

Income tax provision was $0.4 million and non-GAAP income tax provision* was $0.7 million for the fourth quarter of fiscal 2026, versus an income tax provision of $0.9 million and non-GAAP income tax provision* of $0.3 million in the prior year’s fourth quarter. The effective tax rate for the fourth quarter of fiscal 2026 was 10.8%.

 

Net income was $3.7 million and non-GAAP net income* was $3.0 million for the fourth quarter of fiscal 2026, compared to net income of $1.1 million and non-GAAP net income* of $1.8 million for the fourth quarter of fiscal 2025. Earnings per common share (diluted) were $0.25 and non-GAAP earnings per common share (diluted)* were $0.21 in the fourth quarter of fiscal 2026, compared to earnings per common share (diluted) of $0.08 and non-GAAP earnings per common share (diluted)* of $0.12 in the fourth quarter of fiscal 2025.

EBITDA* was $5.0 million in the fourth quarter of fiscal 2026. EBITDA* after adjusting to exclude the gain on the sale of Healthcare assets and the unclaimed property state audit settlement (Adjusted EBITDA*) was $4.2 million in the fourth quarter of fiscal 2026.

EBITDA* for the fourth quarter of fiscal 2025 was $2.9 million. EBITDA* after adjusting to exclude the loss on the sale of the majority of its Healthcare assets (Adjusted EBITDA*) was $3.1 million in the fourth quarter of fiscal 2025.

The Company maintained its solid financial position with cash and cash equivalents of $31.8 million

 


 

as of May 30, 2026, versus $29.5 million as of February 28, 2026. Cash generated during the fourth quarter of fiscal 2026 primarily related to net income adjusted for depreciation and amortization and lower inventory, partially offset by higher accounts receivable. The Company also invested $1.0 million during the quarter in capital expenditures, primarily related to its manufacturing business, facilities improvements, and IT systems, versus $0.8 million during last year’s fourth quarter.

As of the end of the fourth quarter of fiscal 2026, the Company had no outstanding debt on its revolving line of credit with PNC Bank.

 

Fiscal Year Ended May 30, 2026

Net sales for fiscal 2026 were $228.6 million, an increase of 9.4%, compared to net sales of $208.9 million during fiscal 2025. Sales increased by $13.5 million, or 9.1% for PMT, $2.1 million, or 7.3% for GES, and $4.1 million, or 12.4% for Canvys.

Gross profit increased to $71.3 million during fiscal 2026, compared to $64.8 million during fiscal 2025. As a percentage of net sales, gross margin was 31.2% of net sales during fiscal 2026, compared to 31.0% during fiscal 2025 primarily due to product mix.

Operating expenses increased to $65.7 million for fiscal 2026, compared to $62.2 million for fiscal 2025. The increase in operating expenses resulted from higher salaries and incentive compensation as a result of the significant sales growth in fiscal 2026 as well as the unclaimed property state audit settlement expense. As a percentage of net sales, operating expenses were 28.8% during fiscal 2026 versus 29.8% during fiscal 2025.

Operating income was $6.5 million and non-GAAP operating income* was $6.1 million during fiscal 2026, compared to an operating loss of $2.5 million and non-GAAP operating income* of $2.6 million during fiscal 2025. Other income for fiscal 2026, including interest income, foreign exchange and other, was $1.0 million, compared to other income of $0.9 million in fiscal 2025.

 

The income tax provision was $1.1 million and the non-GAAP income tax provision* was $1.4 million for fiscal 2026 compared to an income tax benefit of $0.4 million and a non-GAAP income tax provision* of $0.3 million during fiscal 2025. The effective tax rate for fiscal 2026 was 14.6%.

Net income was $6.4 million and non-GAAP net income* was $5.7 million for fiscal 2026, versus a net loss of $1.1 million and a non-GAAP net income* of $3.2 million during fiscal 2025. Earnings per common share (diluted) was $0.44 and non-GAAP earnings per common share (diluted)* was $0.40 for fiscal 2026 compared to $0.08 net loss per common share (diluted) and non-GAAP earnings per common share (diluted)* of $0.22 for fiscal 2025.

EBITDA* for fiscal 2026 was $11.3 million. EBITDA* after adjusting to exclude the gain on sale of Healthcare assets and the unclaimed property state audit settlement expense (Adjusted EBITDA*) was $10.4 million. EBITDA* for fiscal 2025 was $2.5 million. EBITDA* after adjusting to exclude the loss on the sale of Healthcare assets (Adjusted EBITDA*) was $7.5 million.

* 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 26, 2026, to common stockholders of record as of August 7, 2026.

 

 

 


 

NON-GAAP FINANCIAL MEASURES

In addition to financial measures (“GAAP financial measures”) prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), we have included financial measures in this press release that are not defined by or calculated in accordance with GAAP (collectively, “non-GAAP financial measures”). For each of the non-GAAP financial measures referenced in this release, we are providing below a reconciliation of differences between the non-GAAP financial measure and the most directly comparable GAAP financial measure. We also provide an explanation of why the Company believes these non-GAAP financial measures provide useful information to investors, and any additional material purposes for which our management or Board of Directors use these non-GAAP financial measures.

Non-GAAP Operating Income (Loss): Non-GAAP operating income (loss) is GAAP operating income (loss), adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026 and the settlement of an unclaimed state property audit in fiscal 2026. The following table represents the Company’s calculation of non-GAAP operating income (loss) for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

 

 

 

Unaudited

 

 

 

($ in thousands)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Operating income (loss) reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

3,867

 

 

$

631

 

 

$

6,464

 

 

$

(2,463

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(847

)

 

 

158

 

 

 

(847

)

 

 

5,074

 

Settlement of an unclaimed state property audit

 

 

436

 

 

 

 

 

 

436

 

 

 

 

Non-GAAP operating income

 

$

3,456

 

 

$

789

 

 

$

6,053

 

 

$

2,611

 

 

Non-GAAP Income (Loss) Before Taxes: Non-GAAP Income (Loss) Before Taxes is income (loss) before taxes, adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026 and the settlement of an unclaimed state property audit in fiscal 2026.The following table represents the Company’s calculation of non-GAAP Income (Loss) Before Taxes for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

 

 

 

Unaudited

 

 

 

($ in thousands)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

 Income (loss) before income taxes reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax

 

$

4,149

 

 

$

1,964

 

 

$

7,478

 

 

$

(1,531

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(847

)

 

 

158

 

 

 

(847

)

 

 

5,074

 

Settlement of an unclaimed state property audit

 

 

436

 

 

 

 

 

 

436

 

 

 

 

Non-GAAP income before tax

 

$

3,738

 

 

$

2,122

 

 

$

7,067

 

 

$

3,543

 

 

 


 

NON-GAAP FINANCIAL MEASURES (continued)

 

Non-GAAP Income Tax Expense or Benefit: Non-GAAP Income Tax Expense or Benefit is income tax provision (benefit), adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026, the settlement of an unclaimed state property audit in fiscal 2026 and valuation allowance adjustments in fiscal 2025 and fiscal 2026. The following table represents the Company’s calculation of non-GAAP Income Tax Expense (Benefit) for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

 

 

 

Unaudited

 

 

 

($ in thousands)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Income tax provision (benefit) reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

$

447

 

 

$

889

 

 

$

1,095

 

 

$

(388

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(225

)

 

 

41

 

 

 

(225

)

 

 

1,319

 

Settlement of an unclaimed state property audit

 

 

78

 

 

 

 

 

 

78

 

 

 

 

Valuation allowance adjustment

 

 

426

 

 

 

(617

)

 

 

426

 

 

 

(617

)

Non-GAAP income tax provision

 

$

726

 

 

$

313

 

 

$

1,374

 

 

$

314

 

 

Non-GAAP Net Income (Loss): Non-GAAP Net Income (Loss) is net income (loss), adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026, the settlement of an unclaimed state property audit in fiscal 2026, and valuation allowance adjustments in fiscal 2025 and fiscal 2026. The following table represents the Company’s calculation of non-GAAP Net Income (Loss) for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

 

 

 

Unaudited

 

 

 

($ in thousands)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Net income (loss) reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

3,702

 

 

$

1,075

 

 

$

6,383

 

 

$

(1,143

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(622

)

 

 

117

 

 

 

(622

)

 

 

3,755

 

Settlement of an unclaimed state property audit

 

 

358

 

 

 

 

 

 

358

 

 

 

 

Valuation allowance adjustment

 

 

(426

)

 

 

617

 

 

 

(426

)

 

 

617

 

Non-GAAP net income

 

$

3,012

 

 

$

1,809

 

 

$

5,693

 

 

$

3,229

 

 


 

NON-GAAP FINANCIAL MEASURES (continued)

 

Non-GAAP Earnings (Loss) Per Common Share (Diluted): Non-GAAP Earnings (Loss) Per Common Share (Diluted) is net income (loss) per share (diluted), adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026, the settlement of an unclaimed state property audit in fiscal 2026, and valuation allowance adjustments in fiscal 2025 and fiscal 2026. The following table represents the Company’s calculation of non-GAAP Earnings (Loss) Per Common Share (diluted) for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

 

 

 

Unaudited

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Net income (loss) per diluted share reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per diluted share

 

$

0.25

 

 

$

0.08

 

 

$

0.44

 

 

$

(0.08

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(0.04

)

 

 

 

 

 

(0.04

)

 

 

0.26

 

Settlement of an unclaimed state property audit

 

 

0.03

 

 

 

 

 

 

0.03

 

 

 

 

Valuation allowance reversal

 

 

(0.03

)

 

 

0.04

 

 

 

(0.03

)

 

 

0.04

 

Non-GAAP income per diluted share

 

$

0.21

 

 

$

0.12

 

 

$

0.40

 

 

$

0.22

 

EBITDA: EBITDA is net income (loss), plus income tax expense (benefit) and depreciation and amortization expense. The following table represents the Company’s calculation of EBITDA for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

 

 

 

Unaudited

 

 

 

($ in thousands)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Net income (loss)

 

$

3,702

 

 

$

1,075

 

 

$

6,383

 

 

$

(1,143

)

Income tax provision (benefit)

 

 

447

 

 

 

889

 

 

 

1,095

 

 

 

(388

)

Depreciation & amortization

 

 

892

 

 

 

965

 

 

 

3,789

 

 

 

4,002

 

EBITDA

 

$

5,041

 

 

$

2,929

 

 

$

11,267

 

 

$

2,471

 

 

Adjusted EBITDA: Adjusted EBITDA is EBITDA (a non-GAAP financial measure defined and calculated in accordance with the above), adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026 and the settlement of an unclaimed state property audit in fiscal 2026. The following table represents the Company’s calculation of Adjusted EBITDA for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

 

 

 

Unaudited

 

 

 

($ in thousands)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Net income (loss)

 

$

3,702

 

 

$

1,075

 

 

$

6,383

 

 

$

(1,143

)

Income tax provision (benefit)

 

 

447

 

 

 

889

 

 

 

1,095

 

 

 

(388

)

Depreciation & amortization

 

 

892

 

 

 

965

 

 

 

3,789

 

 

 

4,002

 

EBITDA

 

 

5,041

 

 

 

2,929

 

 

 

11,267

 

 

 

2,471

 

Disposal of healthcare assets

 

 

(847

)

 

 

158

 

 

 

(847

)

 

 

5,074

 

Settlement of an unclaimed state property audit

 

 

436

 

 

 

 

 

 

436

 

 

 

 

Adjusted EBITDA

 

$

4,194

 

 

$

3,087

 

 

$

10,420

 

 

$

7,545

 

Management believes the non-GAAP financial measures referenced herein provide useful information to investors in assessing the Company’s financial performance because items that are not considered by the

 


 

Company to be indicative of the Company’s ongoing results, such as the one-time gain/loss on the sale of assets of the Company’s Healthcare business, are excluded.

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. These non-GAAP financial measures are not intended to be used as a substitute for the related GAAP financial measures. 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 23, 2026, at 9:00 a.m. Central Time, to discuss its fourth quarter and 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 July 23, 2026, 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.

Unaudited Consolidated Balance Sheets

(in thousands, except per share amounts)

 

 

 

May 30, 2026

 

 

May 31, 2025

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

31,779

 

 

$

35,901

 

Accounts receivable, less allowance for credit losses of $350 and $250, respectively

 

 

33,162

 

 

 

24,117

 

Inventories, net

 

 

103,020

 

 

 

102,799

 

Prepaid expenses and other assets

 

 

4,770

 

 

 

3,070

 

Total current assets

 

 

172,731

 

 

 

165,887

 

Non-current assets:

 

 

 

 

 

 

Property, plant and equipment, net

 

 

19,003

 

 

 

18,355

 

Intangible assets, net

 

 

285

 

 

 

345

 

Right of use lease assets, net

 

 

1,389

 

 

 

2,276

 

Deferred income tax assets

 

 

8,346

 

 

 

8,744

 

Other non-current assets

 

 

263

 

 

 

228

 

Total non-current assets

 

 

29,286

 

 

 

29,948

 

Total assets

 

$

202,017

 

 

$

195,835

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

19,593

 

 

$

21,339

 

Accrued liabilities

 

 

15,989

 

 

 

14,276

 

Lease liabilities current

 

 

787

 

 

 

1,171

 

Total current liabilities

 

 

36,369

 

 

 

36,786

 

Non-current liabilities:

 

 

 

 

 

 

Deferred income tax liabilities

 

 

177

 

 

 

81

 

Lease liabilities non-current

 

 

602

 

 

 

1,105

 

Other non-current liabilities

 

 

1,168

 

 

 

1,204

 

Total non-current liabilities

 

 

1,947

 

 

 

2,390

 

Total liabilities

 

 

38,316

 

 

 

39,176

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

Common stock, $0.05 par value; 12,588 and 12,362 shares issued and outstanding on May 30, 2026 and May 31, 2025, respectively

 

 

629

 

 

 

618

 

Class B common stock, convertible, $0.05 par value; 2,036 and 2,049 shares issued and outstanding on May 30, 2026 and May 31, 2025, respectively

 

 

102

 

 

 

102

 

Additional paid-in-capital

 

 

76,950

 

 

 

74,445

 

Retained earnings

 

 

82,284

 

 

 

79,340

 

Accumulated other comprehensive income

 

 

3,736

 

 

 

2,154

 

Total stockholders’ equity

 

 

163,701

 

 

 

156,659

 

Total liabilities and stockholders’ equity

 

$

202,017

 

 

$

195,835

 

 

 


 

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(in thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Net sales

 

$

66,197

 

 

$

51,889

 

 

$

228,564

 

 

$

208,909

 

Cost of sales

 

 

45,536

 

 

 

35,514

 

 

 

157,217

 

 

$

144,109

 

Gross profit

 

 

20,661

 

 

 

16,375

 

 

 

71,347

 

 

 

64,800

 

Selling, general and administrative expenses

 

 

17,638

 

 

 

15,566

 

 

 

65,717

 

 

 

62,173

 

Loss on disposal of property, plant and equipment

 

 

3

 

 

 

20

 

 

 

13

 

 

 

16

 

(Gain) loss on disposal of healthcare assets and related charges

 

 

(847

)

 

 

158

 

 

 

(847

)

 

 

5,074

 

Operating income (loss)

 

 

3,867

 

 

 

631

 

 

 

6,464

 

 

 

(2,463

)

Other (income) expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

(108

)

 

 

(205

)

 

 

(544

)

 

 

(392

)

Foreign exchange

 

 

(175

)

 

 

(1,112

)

 

 

452

 

 

 

(496

)

Other, net

 

 

1

 

 

 

(16

)

 

 

(922

)

 

 

(44

)

Total other (income) expense

 

 

(282

)

 

 

(1,333

)

 

 

(1,014

)

 

 

(932

)

Income (loss) before income taxes

 

 

4,149

 

 

 

1,964

 

 

 

7,478

 

 

 

(1,531

)

Income tax provision (benefit)

 

 

447

 

 

 

889

 

 

 

1,095

 

 

 

(388

)

Net income (loss)

 

 

3,702

 

 

 

1,075

 

 

 

6,383

 

 

 

(1,143

)

Foreign currency translation gain, net of tax

 

 

(153

)

 

 

3,204

 

 

 

1,582

 

 

 

1,390

 

Comprehensive income

 

$

3,549

 

 

$

4,279

 

 

$

7,965

 

 

$

247

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Common stock - Basic

 

$

0.26

 

 

$

0.08

 

 

$

0.45

 

 

$

(0.08

)

Class B common stock - Basic

 

 

0.23

 

 

 

0.07

 

 

 

0.40

 

 

 

(0.07

)

Common stock - Diluted

 

 

0.25

 

 

 

0.08

 

 

 

0.44

 

 

 

(0.08

)

Class B common stock - Diluted

 

 

0.23

 

 

 

0.07

 

 

 

0.40

 

 

 

(0.07

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

 

Common stock - Basic

 

 

12,535

 

 

 

12,341

 

 

 

12,492

 

 

 

12,298

 

Class B common stock - Basic

 

 

2,037

 

 

 

2,049

 

 

 

2,042

 

 

 

2,049

 

Common stock - Diluted

 

 

12,787

 

 

 

12,515

 

 

 

12,690

 

 

 

12,298

 

Class B common stock - Diluted

 

 

2,037

 

 

 

2,049

 

 

 

2,042

 

 

 

2,049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Fiscal Year Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

Operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

6,383

 

 

$

(1,143

)

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

 

 

 

 

 

 

Unrealized foreign currency gain

 

 

(24

)

 

 

(1,002

)

Depreciation and amortization

 

 

3,789

 

 

 

4,002

 

Inventory provisions

 

 

499

 

 

 

550

 

Share-based compensation expense

 

 

1,621

 

 

 

1,545

 

Loss on disposal of property, plant and equipment

 

 

10

 

 

 

16

 

Deferred income taxes

 

 

1,060

 

 

 

(3,257

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(847

)

 

 

5,074

 

Change in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(8,909

)

 

 

130

 

Inventories

 

 

742

 

 

 

206

 

Prepaid expenses and other assets

 

 

(2,265

)

 

 

(180

)

Accounts payable

 

 

(1,870

)

 

 

5,525

 

Accrued liabilities

 

 

1,127

 

 

 

(1,240

)

Other

 

 

(554

)

 

 

326

 

Net cash provided by operating activities

 

 

762

 

 

 

10,552

 

Investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(4,383

)

 

 

(2,811

)

Proceeds from the sale of property, plant and equipment

 

 

 

 

 

7

 

Proceeds from disposal of healthcare assets

 

 

1,300

 

 

 

6,827

 

Net cash (used in) provided by investing activities

 

 

(3,083

)

 

 

4,023

 

Financing activities:

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

993

 

 

 

320

 

Cash dividends paid on common and Class B common stock

 

 

(3,439

)

 

 

(3,407

)

Proceeds from revolving credit facility

 

 

 

 

 

1,000

 

Repayment of revolving credit facility

 

 

 

 

 

(1,000

)

Other

 

 

(98

)

 

 

(159

)

Net cash used in financing activities

 

 

(2,544

)

 

 

(3,246

)

Effect of exchange rate changes on cash and cash equivalents

 

 

743

 

 

 

309

 

 (Decrease) increase in cash and cash equivalents

 

 

(4,122

)

 

 

11,638

 

Cash and cash equivalents at beginning of period

 

 

35,901

 

 

 

24,263

 

Cash and cash equivalents at end of period

 

$

31,779

 

 

$

35,901

 

 

 


 

Richardson Electronics, Ltd.

Unaudited Net Sales and Gross Profit

For the Fourth Quarter and Fiscal 2026 and 2025

($ in thousands)

 

By Strategic Business Unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

FY26 vs. FY25

 

 

 

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

% Change

 

PMT

 

 

 

 

$

47,487

 

 

$

37,068

 

 

 

28.1

%

GES

 

 

 

 

 

6,455

 

 

 

5,360

 

 

 

20.4

%

Canvys

 

 

 

 

 

12,255

 

 

 

9,461

 

 

 

29.5

%

Total

 

 

 

 

$

66,197

 

 

$

51,889

 

 

 

27.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended

 

 

FY26 vs. FY25

 

 

 

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

% Change

 

PMT

 

 

 

 

$

160,490

 

 

$

147,045

 

 

 

9.1

%

GES

 

 

 

 

 

30,814

 

 

 

28,719

 

 

 

7.3

%

Canvys

 

 

 

 

 

37,260

 

 

 

33,145

 

 

 

12.4

%

Total

 

 

 

 

$

228,564

 

 

$

208,909

 

 

 

9.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

Three Months Ended

 

 

 

May 30, 2026

 

 

% of Net Sales

 

 

May 31, 2025

 

 

% of Net Sales

 

PMT

 

$

14,756

 

 

 

31.1

%

 

$

11,641

 

 

 

31.4

%

GES

 

 

1,952

 

 

 

30.2

%

 

 

1,693

 

 

 

31.6

%

Canvys

 

 

3,953

 

 

 

32.3

%

 

 

3,041

 

 

 

32.1

%

Total

 

$

20,661

 

 

 

31.2

%

 

$

16,375

 

 

 

31.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

% of Net Sales

 

 

May 31, 2025

 

 

% of Net Sales

 

PMT

 

$

50,092

 

 

 

31.2

%

 

$

44,881

 

 

 

30.5

%

GES

 

 

9,327

 

 

 

30.3

%

 

 

9,030

 

 

 

31.4

%

Canvys

 

 

11,928

 

 

 

32.0

%

 

 

10,889

 

 

 

32.9

%

Total

 

$

71,347

 

 

 

31.2

%

 

$

64,800

 

 

 

31.0

%

 

 

 

 

 

 

 

 

 

 


 

Richardson Electronics, Ltd.

Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures

For the Fourth Quarter and Fiscal 2026 and 2025

($ in thousands except per share amounts)

 

NON-GAAP INCOME (LOSS)

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Operating income (loss) reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

3,867

 

 

$

631

 

 

$

6,464

 

 

$

(2,463

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(847

)

 

 

158

 

 

 

(847

)

 

 

5,074

 

Settlement of an unclaimed state property audit

 

 

436

 

 

 

 

 

 

436

 

 

 

 

Non-GAAP operating income

 

$

3,456

 

 

$

789

 

 

$

6,053

 

 

$

2,611

 

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

 Income (loss) before income taxes reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax

 

$

4,149

 

 

$

1,964

 

 

$

7,478

 

 

$

(1,531

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(847

)

 

 

158

 

 

 

(847

)

 

 

5,074

 

Settlement of an unclaimed state property audit

 

 

436

 

 

 

 

 

 

436

 

 

 

 

Non-GAAP income before tax

 

$

3,738

 

 

$

2,122

 

 

$

7,067

 

 

$

3,543

 

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Income tax provision (benefit) reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

$

447

 

 

$

889

 

 

$

1,095

 

 

$

(388

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(225

)

 

 

41

 

 

 

(225

)

 

 

1,319

 

Settlement of an unclaimed state property audit

 

 

78

 

 

 

 

 

 

78

 

 

 

 

Valuation allowance adjustment

 

 

426

 

 

 

(617

)

 

 

426

 

 

 

(617

)

Non-GAAP income tax provision

 

$

726

 

 

$

313

 

 

$

1,374

 

 

$

314

 

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Net income (loss) reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

3,702

 

 

$

1,075

 

 

$

6,383

 

 

$

(1,143

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(622

)

 

 

117

 

 

 

(622

)

 

 

3,755

 

Settlement of an unclaimed state property audit

 

 

358

 

 

 

 

 

 

358

 

 

 

 

Valuation allowance adjustment

 

 

(426

)

 

 

617

 

 

 

(426

)

 

 

617

 

Non-GAAP net income

 

$

3,012

 

 

$

1,809

 

 

$

5,693

 

 

$

3,229

 

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Net income (loss) per diluted share reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per diluted share

 

$

0.25

 

 

$

0.08

 

 

$

0.44

 

 

$

(0.08

)

(Gain) loss on disposal of healthcare assets and related charges

 

 

(0.04

)

 

 

 

 

 

(0.04

)

 

 

0.26

 

Settlement of an unclaimed state property audit

 

 

0.03

 

 

 

 

 

 

0.03

 

 

 

 

Valuation allowance reversal

 

 

(0.03

)

 

 

0.04

 

 

 

(0.03

)

 

 

0.04

 

Non-GAAP income per diluted share

 

$

0.21

 

 

$

0.12

 

 

$

0.40

 

 

$

0.22

 

 

 


 

Richardson Electronics, Ltd.

Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures

For the Fourth Quarter and Fiscal 2026 and 2025

($ in thousands except per share amounts)

EBITDA

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

May 30, 2026

 

 

May 31, 2025

 

 

May 30, 2026

 

 

May 31, 2025

 

Net income (loss)

 

$

3,702

 

 

$

1,075

 

 

$

6,383

 

 

$

(1,143

)

Income tax provision (benefit)

 

 

447

 

 

 

889

 

 

 

1,095

 

 

 

(388

)

Depreciation & amortization

 

 

892

 

 

 

965

 

 

 

3,789

 

 

 

4,002

 

EBITDA

 

 

5,041

 

 

 

2,929

 

 

 

11,267

 

 

 

2,471

 

Disposal of healthcare assets

 

 

(847

)

 

 

158

 

 

 

(847

)

 

 

5,074

 

Settlement of an unclaimed state property audit

 

 

436

 

 

 

 

 

 

436

 

 

 

 

Adjusted EBITDA

 

$

4,194

 

 

$

3,087

 

 

$

10,420

 

 

$

7,545