Richardson Electronics, Ltd 8-K/A, filed Oct 8, 2026
Richardson Electronics, Ltd. (RELL)
About this 8-K/A
Richardson Electronics, Ltd filed this 8-K/A on October 8, 2026, reporting on events of October 7, 2026.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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. ☐
Explanatory Note
This Amendment corrects that administrative header item. No changes have been made to the financial statements, disclosures, or any other information contained in the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing.
Item 2.02 Results of Operations and Financial Condition.
On October 7, 2026, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the first quarter ended August 29, 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 |
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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.
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Richardson Electronics, Ltd. |
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Date: |
October 8, 2026 |
By: |
/s/ Robert J. Ben |
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Chief Financial Officer and Chief Accounting Officer |
EXHIBIT 99.1
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Press Release
For Immediate Release
For Details Contact: |
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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 FIRST QUARTER RESULTS; DECLARES QUARTERLY CASH DIVIDEND
First quarter net sales increased 18.9% year over year, with growth across all three business units
First quarter net income increased 112.6% to $4.1 million, or $0.27 per common share (diluted)
Company generated free cash flow of $4.2 million for first quarter
Backlog at August 29, 2026 was $184.4 million, up 36.9% year-over-year
LaFox, IL, OCTOBER 7, 2026: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its first quarter ended August 29, 2026. The Company also announced that its Board of Directors declared a $0.06 per share quarterly cash dividend.
“Fiscal 2027 is off to an excellent start, as Richardson Electronics delivered its ninth consecutive quarter of year-over-year sales growth, expanded levels of profitability, and generated strong free cash flow. First-quarter performance continued to reflect strong demand in Power and Microwave Technologies (PMT), particularly for engineered solutions serving the semiconductor wafer fabrication equipment market, as well as distributed RF and microwave products. We also experienced significant growth in Green Energy Solutions (GES) and Canvys. Overall, our team delivered another strong operating performance,” said Edward J. Richardson, Chairman, Chief Executive Officer, and President.
“Our backlog ended the first quarter at $184.4 million, which increased year-over-year by nearly $50 million, or 36.9%, and the highest level in more than three years. While the broader economic environment remains fluid, we remain focused on driving the adoption of our engineered solutions, increasing efficiency, and executing against our long-term strategic growth priorities. We believe fiscal 2027 will be another year of profitable growth supported by the highest level of backlog in more than three years, and continued customer demand across semiconductor manufacturing, power management, energy storage, defense and specialized display solutions,” Mr. Richardson concluded.
First Quarter Results
Net sales for the first quarter of fiscal 2027 were $64.9 million, an 18.9% increase from $54.6 million in the prior year’s first quarter. All business units experienced strong year-over-year sales growth.
PMT sales increased $7.7 million, or 19.7% due to strong growth in semiconductor wafer fab and RF and Microwave products. GES sales increased $2.0 million, or 27.1% as a result of higher sales of wind products and new products, including Battery Energy Storage Systems (BESS). Canvys’ sales increased $0.6 million, or 7.9%, reflecting higher sales in North America.
Backlog grew 12.2% to $184.4 million at the end of the first quarter of fiscal 2027 versus $164.4 million at the end of fiscal 2026, primarily driven by an increase in PMT. GES backlog improved by 10.2%.
Gross margin for the first quarter was 34.6% of net sales, compared to 31.0% during the first quarter of fiscal 2026. In the first quarter of fiscal 2027, gross margin was impacted 1.7% due to an IEEPA Tariff Refund. PMT gross margin increased to 35.4%, compared to 31.3%, as a result of product mix and the IEEPA Tariff Refund. GES gross margin increased to 32.6%, from 29.6% due to product mix that included new products. Canvys gross margin increased to 33.0%, from 30.9% primarily due to the IEEPA Tariff Refund.
Operating expenses were $17.4 million, compared to $16.0 million in the first quarter of fiscal 2026. The increase in operating expenses resulted primarily from higher employee compensation expenses, including incentives driven by the strong sales growth, and higher travel expenses. As a percentage of net sales, operating expenses improved to 26.8% in the first quarter of fiscal 2027, versus 29.2% in the prior year’s first quarter.
Operating income was $5.1 million for the first quarter of fiscal 2027, compared to an operating income of $1.0 million in the prior year’s first quarter. Other expense for the first quarter of fiscal 2027, including interest income, foreign exchange and other, net, were $0.1 million, compared to other income of $1.4 million in the first quarter of fiscal 2026.
Income tax provision was $1.0 million for the first quarter of fiscal 2027, versus an income tax provision of $0.4 million in the prior year’s first quarter. The effective tax rate for the first quarter of fiscal 2027 was 19.6%.
Net income was $4.1 million for the first quarter of fiscal 2027, compared to net income of $1.9 million for the first quarter of fiscal 2026. Earnings per common share (diluted) were $0.27 in the first quarter of fiscal 2027, compared to earnings per common share (diluted) of $0.13 in the first quarter of fiscal 2026.
EBITDA was $6.0 million in the first quarter of fiscal 2027, compared to $3.3 million for the first quarter of fiscal 2026.
The Company maintained its solid financial position with cash and cash equivalents of $36.9 million as of August 29, 2026, versus $31.8 million as of May 30, 2026. Cash generated during the first quarter of fiscal 2027 primarily related to net income adjusted for non-cash items and higher accounts payable, partially offset by higher accounts receivable. The Company also invested $1.7 million during the quarter in capital expenditures, primarily related to facilities improvements and IT systems, versus $1.0 million during last year’s first quarter.
As of the end of the first quarter of fiscal 2027, the Company had no outstanding debt on its revolving line of credit with PNC Bank.
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 25, 2026, to common stockholders of record as of November 6, 2026.
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 8, 2026, at 9:00 a.m. Central Time, to discuss its first quarter fiscal 2027 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 8, 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 3, 2026, 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)
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Unaudited |
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Audited |
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August 29, 2026 |
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May 30, 2026 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
36,915 |
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$ |
31,779 |
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Accounts receivable, less allowance for credit losses of $274 and $350, respectively |
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34,939 |
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33,162 |
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Inventories, net |
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103,280 |
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103,020 |
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Prepaid expenses and other assets |
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4,441 |
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4,770 |
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Total current assets |
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179,575 |
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172,731 |
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Non-current assets: |
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Property, plant and equipment, net |
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19,806 |
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19,003 |
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Intangible assets, net |
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270 |
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285 |
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Right of use lease assets, net |
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3,520 |
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1,389 |
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Deferred income tax assets, net |
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8,300 |
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8,346 |
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Other non-current assets |
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223 |
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263 |
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Total non-current assets |
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32,119 |
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29,286 |
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Total assets |
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$ |
211,694 |
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$ |
202,017 |
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accounts payable |
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$ |
22,648 |
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$ |
19,593 |
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Accrued liabilities |
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14,938 |
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15,989 |
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Lease liabilities current |
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1,049 |
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787 |
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Total current liabilities |
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38,635 |
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36,369 |
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Non-current liabilities: |
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Deferred income tax liabilities |
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176 |
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177 |
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Lease liabilities non-current |
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2,471 |
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602 |
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Other non-current liabilities |
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1,187 |
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1,168 |
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Total non-current liabilities |
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3,834 |
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1,947 |
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Total liabilities |
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42,469 |
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38,316 |
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Commitments and contingencies |
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Stockholders’ Equity |
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Common stock, $0.05 par value; 12,841 and 12,588 shares issued and outstanding on August 29, 2026 and May 30, 2026, respectively |
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642 |
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629 |
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Class B common stock, convertible, $0.05 par value; 2,036 and 2,036 shares issued and outstanding on August 29, 2026 and May 30, 2026, respectively |
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102 |
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102 |
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Additional paid-in-capital |
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79,555 |
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76,950 |
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Retained earnings |
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85,463 |
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82,284 |
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Accumulated other comprehensive income |
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3,463 |
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3,736 |
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Total stockholders' equity |
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169,225 |
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163,701 |
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Total liabilities and stockholders’ equity |
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$ |
211,694 |
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$ |
202,017 |
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Richardson Electronics, Ltd.
Unaudited Consolidated Statements of Comprehensive Income
(in thousands, except per share amounts)
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Three Months Ended |
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August 29, 2026 |
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August 30, 2025 |
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Net sales |
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$ |
64,923 |
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$ |
54,607 |
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Cost of sales |
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42,431 |
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37,678 |
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Gross profit |
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22,492 |
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16,929 |
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Selling, general and administrative expenses |
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17,377 |
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15,961 |
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Operating income |
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5,115 |
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968 |
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Other (expense) income: |
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Interest income |
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121 |
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169 |
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Foreign exchange (loss) gain |
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(188 |
) |
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289 |
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Other, net |
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(1 |
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904 |
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Total other (expense) income |
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(68 |
) |
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1,362 |
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Income before income taxes |
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5,047 |
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2,330 |
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Income tax provision |
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988 |
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421 |
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Net income |
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4,059 |
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1,909 |
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Foreign currency translation (loss) gain, net of tax |
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(273 |
) |
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1,054 |
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Comprehensive income |
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$ |
3,786 |
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$ |
2,963 |
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Net income per share: |
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Common stock - Basic |
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$ |
0.28 |
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$ |
0.13 |
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Class B common stock - Basic |
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0.25 |
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0.12 |
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Common stock - Diluted |
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0.27 |
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0.13 |
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Class B common stock - Diluted |
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0.25 |
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0.12 |
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Weighted average number of shares: |
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Common stock – Basic |
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12,666 |
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12,393 |
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Class B common stock – Basic |
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2,036 |
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2,049 |
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Common stock – Diluted |
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13,024 |
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12,544 |
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Class B common stock – Diluted |
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2,036 |
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2,049 |
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Richardson Electronics, Ltd.
Unaudited Consolidated Statements of Cash Flows
(in thousands)
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Three Months Ended |
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August 29, 2026 |
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August 30, 2025 |
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Operating activities: |
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Net income |
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$ |
4,059 |
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$ |
1,909 |
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Adjustments to reconcile net income to cash provided by operating activities: |
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Unrealized foreign currency gain |
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(88 |
) |
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(511 |
) |
Depreciation and amortization |
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907 |
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971 |
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Inventory provisions |
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94 |
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102 |
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Share-based compensation expense |
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695 |
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641 |
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Deferred income taxes |
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46 |
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49 |
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Change in assets and liabilities: |
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Accounts receivable |
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(1,744 |
) |
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(2,654 |
) |
Inventories |
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(647 |
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(578 |
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Prepaid expenses and other assets |
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373 |
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60 |
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Accounts payable |
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3,062 |
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1,626 |
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Accrued liabilities |
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(1,039 |
) |
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(150 |
) |
Other |
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155 |
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(98 |
) |
Net cash provided by operating activities |
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5,873 |
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1,367 |
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Investing activities: |
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Capital expenditures |
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(1,697 |
) |
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(1,025 |
) |
Net cash used in investing activities |
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(1,697 |
) |
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(1,025 |
) |
Financing activities: |
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Proceeds from issuance of common stock |
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2,115 |
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61 |
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Cash dividends paid on common and Class B common stock |
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(880 |
) |
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(857 |
) |
Other |
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(192 |
) |
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(99 |
) |
Net cash provided by (used in) financing activities |
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1,043 |
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(895 |
) |
Effect of exchange rate changes on cash and cash equivalents |
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(83 |
) |
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|
306 |
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Increase (decrease) in cash and cash equivalents |
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5,136 |
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|
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(247 |
) |
Cash and cash equivalents at beginning of period |
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31,779 |
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|
35,901 |
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Cash and cash equivalents at end of period |
|
$ |
36,915 |
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|
$ |
35,654 |
|
Richardson Electronics, Ltd.
Unaudited Net Sales and Gross Profit
For the First Quarter of Fiscal 2027 and 2026
($ in thousands)
By Strategic Business Unit
Net Sales
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Three Months Ended |
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FY27 vs. FY26 |
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August 29, 2026 |
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August 30, 2025 |
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% Change |
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PMT |
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$ |
46,765 |
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$ |
39,069 |
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19.7 |
% |
GES |
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9,231 |
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7,263 |
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27.1 |
% |
Canvys |
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8,927 |
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8,275 |
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7.9 |
% |
Total |
|
$ |
64,923 |
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$ |
54,607 |
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18.9 |
% |
Gross Profit
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Three Months Ended |
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August 29, 2026 |
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% of Net Sales |
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August 30, 2025 |
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% of Net Sales |
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PMT |
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$ |
16,538 |
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35.4 |
% |
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$ |
12,226 |
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31.3 |
% |
GES |
|
|
3,010 |
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|
32.6 |
% |
|
|
2,150 |
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|
29.6 |
% |
Canvys |
|
|
2,944 |
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|
33.0 |
% |
|
|
2,553 |
|
|
|
30.9 |
% |
Total |
|
$ |
22,492 |
|
|
|
34.6 |
% |
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$ |
16,929 |
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31.0 |
% |
Richardson Electronics, Ltd.
Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures
For the First Quarter of Fiscal 2027 and 2026
($ in thousands)
EBITDA
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Unaudited |
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|||||
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($ in thousands) |
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Three Months Ended |
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|||||
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August 29, 2026 |
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August 30, 2025 |
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Net income |
|
$ |
4,059 |
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$ |
1,909 |
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Income tax provision |
|
|
988 |
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|
|
421 |
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Depreciation & amortization |
|
|
907 |
|
|
|
971 |
|
EBITDA |
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$ |
5,954 |
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$ |
3,301 |
|