Form 8-K

8-K — RICHARDSON ELECTRONICS, LTD.

Accession: 0001193125-26-147753

Filed: 2026-04-08

Period: 2026-04-08

CIK: 0000355948

SIC: 5065 (WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rell-20260408.htm (Primary)

EX-99.1 (rell-ex99_1.htm)

GRAPHIC (img150668434_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rell-20260408.htm · Sequence: 1

8-K

0000355948false00003559482026-04-082026-04-08

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): April 08, 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 April 8, 2026, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the third quarter ended February 28, 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 April 8, 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:

April 8, 2026

By:

/s/ Robert J. Ben

Chief Financial Officer and Chief Accounting Officer

EX-99.1

Filename: rell-ex99_1.htm · Sequence: 2

EX-99.1

EXHIBIT 99.1

Press Release

For Immediate Release

For Details Contact:

40W267 Keslinger Road

Edward J. Richardson

Robert J. Ben

PO BOX 393

Chairman and CEO

EVP & CFO

LaFox, IL 60147-0393 USA

Phone: (630) 208-2320

(630) 208-2203

(630) 208-2200 | Fax: (630) 208-2550

RICHARDSON ELECTRONICS REPORTS THIRD QUARTER RESULTS; DECLARES QUARTERLY CASH DIVIDEND

Third-Quarter Net Income of $0.9 million, or $0.07 per diluted share

Q3 FY26 net sales increase led by a 9.7% YoY increase in

PMT net sales

Total backlog at February 28, 2026, was up 11.4% from end of the fiscal second quarter

LaFox, IL, APRIL 8, 2026: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its third quarter ended February 28, 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 has now delivered seven consecutive quarters of year-over-year sales growth, reflecting continued progress in executing our multi-year strategy. Our performance this quarter was led by strong momentum in PMT, particularly in EDG and the semifab equipment market. Third quarter sales growth was supported by continued discipline around gross margin and operating expenses. Our performance reflects the strength of our team, as we continue to invest across the organization to build depth, technical expertise, and operating performance,” said Edward J. Richardson, Chairman, CEO, and President.

“As we look ahead, our backlog now stands at its highest level in nearly three years, providing us with confidence in our future growth outlook. We are seeing sustained demand across key end markets, particularly in power management, energy transition, and semiconductor applications, and we believe our focused investments in engineering, product development, and customer engagement are positioning us to capitalize on these opportunities. With a strengthened pipeline, strong balance sheet, and improving order trends, we remain confident in our ability to drive continued growth and deliver long-term value for our shareholders,” Mr. Richardson concluded.

Third Quarter Results

Net sales for the third quarter of fiscal 2026 were $55.5 million, a 3.1% increase from $53.8 million in the prior year’s third quarter. When excluding Healthcare, net sales increased 6.0% year-over-year.

Year-over-year net sales growth was due to higher sales in PMT. PMT sales increased due to strong growth in semi-conductor wafer fab and RF and Microwave products. Since the January 2025 Healthcare asset sale, the Healthcare segment was consolidated into the PMT segment. When excluding Healthcare net sales, PMT net sales increased by 14.5%. GES sales decreased by $0.5 million, or 5.4% due to project timing. Canvys’ sales decreased $1.2 million, or 13.5%, due to project timing in North America.

Backlog grew 11.4% to $151.2 million at the end of the third quarter of fiscal 2026, versus $135.7 million at the end of the second quarter of fiscal 2026, primarily driven by an increase in PMT. While total GES backlog improved slightly, core backlog grew more, highlighting continued strength in underlying demand for both new products and existing programs.

Gross margin for the third quarter was 31.9% of net sales, compared to 31.0% during the third quarter of fiscal 2025. PMT gross margin increased to 32.1%, compared to 29.9%, as a result of product mix and lower manufacturing under absorption. GES gross margin decreased to 30.8%, from 32.8% due to product mix. Canvys gross margin decreased to 32.2%, from 33.2% primarily due to unfavorable manufacturing absorption and higher freight costs.

Operating expenses were $16.2 million, compared to $14.5 million in the third quarter of fiscal 2025. The increase in operating expenses resulted from higher salaries and incentives associated with critical adds to staff and in support of our existing employees, as well as related medical benefits and travel expenses. Also, the operating expenses in the third quarter of fiscal 2025 were historically low.

Operating income was $1.5 million for the third quarter of fiscal 2026, compared to an operating loss of $2.7 million and non-GAAP operating income* of $2.2 million in the prior year’s third quarter. Other expenses for the third quarter of fiscal 2026, including interest income and foreign exchange were $0.3 million, compared to other expenses of $0.3 million in the third quarter of fiscal 2025.

Income tax provision was $0.3 million for the third quarter of fiscal 2026, versus an income tax benefit of $1.0 million and non-GAAP income tax provision* of $0.2 million in the prior year’s third quarter. The effective tax rate for the third quarter of fiscal 2026 was 25.3%.

Net income was $0.9 million for the third quarter of fiscal 2026, compared to net loss of $2.1 million and non-GAAP net income* of $1.6 million for the third quarter of fiscal 2025. Earnings per common share (diluted) were $0.07 in the third quarter of fiscal 2026, compared to net loss per common share (diluted) of $0.15 and non-GAAP earnings per common share (diluted)* of $0.11 in the third quarter of fiscal 2025.

EBITDA* was $2.2 million in the third quarter of fiscal 2026. EBITDA* for the third quarter of fiscal 2025 was a negative $2.1 million. EBITDA* after adjusting to exclude the loss on the sale of the majority of Healthcare assets (Adjusted EBITDA*) was $2.8 million in the third quarter of fiscal 2025.

The Company maintained its solid financial position with cash and cash equivalents of $29.5 million as of February 28, 2026, versus $33.1 million as of November 29, 2025. Cash used during the third quarter of fiscal 2026 primarily related to inventory associated with final buys from a critical supplier and the payment of dividends. The Company also invested $0.8 million during the quarter in capital expenditures, primarily related to its manufacturing business, facilities improvements, and IT systems, versus $0.5 million during last year’s third quarter.

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

Financial Summary for the Nine Months Ended February 28, 2026

•

Net sales for the first nine months of fiscal 2026 were $162.4 million, an increase of 3.4%, compared to net sales of $157.0 million during the first nine months of fiscal 2025. When excluding Healthcare, net sales increased 7.2% year-over-year. Sales increased by $3.0 million or 2.8% for PMT, $1.0 million or 4.3% for GES and $1.3 million or 5.6% for Canvys. When excluding Healthcare net sales, PMT net sales increased 8.2%.

•

Gross profit increased to $50.7 million during the first nine months of fiscal 2026, compared to $48.4 million during the first nine months of fiscal 2025. As a percentage of net sales, gross margin improved to 31.2% of net sales during the first nine months of fiscal 2026, compared to 30.8% during the first nine months of fiscal 2025.

•

Operating expenses increased to $48.1 million for the first nine months of fiscal 2026, compared to $46.6 million for the first nine months of fiscal 2025. As a percentage of net sales, operating expenses were 29.6% in the first nine months of fiscal 2026 versus 29.7% in the prior year’s first nine months. The increase in operating expenses resulted primarily from higher salaries, incentive and legal expenses.

•

Operating income during the first nine months of fiscal 2026 was $2.6 million, compared to an operating loss of $3.1 million and non-GAAP operating income* of $1.8 million during the first nine months of fiscal 2025.

•

Other income, for the first nine months of fiscal 2026, including interest income, foreign exchange, and other, was $0.7 million, as compared to other expense of $0.4 million in the first nine months of fiscal 2025. The increase from the prior year’s first nine months was mainly due to a non-recurring gain of $0.9 million.

•

The income tax provision was $0.6 million for the first nine months of fiscal 2026 compared to an income tax benefit of $1.3 million and non-GAAP income tax provision* of $1,000 during the first nine months of fiscal 2025.

•

Net income for the first nine months of fiscal 2026 was $2.7 million, versus a net loss of $2.2 million and non-GAAP net income* of $1.4 million during the first nine months of fiscal 2025. Earnings per common share (diluted) were $0.19 for the first nine months of fiscal 2026 compared to $0.16 net loss per common share (diluted) and non-GAAP earnings per common share* of $0.10 for the first nine months of fiscal 2025.

•

EBITDA* for the first nine months of fiscal 2026 was $6.2 million versus negative $0.5 million in the prior year’s first nine months. EBITDA* after adjusting to exclude the loss on the sale of Healthcare assets (Adjusted EBITDA*) was $4.5 million in the first nine months of fiscal 2025.

* 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 May 27, 2026, to common stockholders of record as of May 8, 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: Non-GAAP operating income is GAAP operating income (loss), adjusted to exclude a one-time loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025. The following table represents the Company’s calculation of non-GAAP operating income for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

Unaudited

($ in thousands)

Three Months Ended

Nine Months Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Operating income (loss) reconciliation

Income (loss) from operations

1,497

(2,743

)

2,597

(3,094

)

Loss on disposal of healthcare assets and other charges

—

4,916

—

4,916

Non-GAAP operating income

1,497

2,173

2,597

1,822

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

Unaudited

($ in thousands)

Three Months Ended

Nine Months Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Income (loss) before income taxes reconciliation

Income (loss) before income taxes

1,195

(3,088

)

3,329

(3,495

)

Loss on disposal of healthcare assets and other charges

—

4,916

—

4,916

Non-GAAP income before taxes

1,195

1,828

3,329

1,421

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 a one-time loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025. 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

Nine Months Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Income tax provision (benefit) reconciliation

Income tax provision (benefit)

302

(1,031

)

648

(1,277

)

Loss on disposal of healthcare assets and other charges

—

1,278

—

1,278

Non-GAAP income tax provision

302

247

648

Non-GAAP Net Income: Non-GAAP Net Income is net income (loss), adjusted to exclude a one-time loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025. The following table represents the Company’s calculation of non-GAAP Net Income for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

Unaudited

($ in thousands)

Three Months Ended

Nine Months Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Net income (loss) reconciliation

Net income (loss)

893

(2,057

)

2,681

(2,218

)

Loss on disposal of healthcare assets and other charges

—

3,638

—

3,638

Non-GAAP net income

893

1,581

2,681

1,420

Non-GAAP Earnings Per Common Share (Diluted): Non-GAAP Earnings Per Common Share (Diluted) is net income (loss) per share (diluted), adjusted to exclude a one-time loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025. The following table represents the Company’s calculation of non-GAAP Earnings Per Common Share (diluted) for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

Unaudited

Three Months Ended

Nine Months Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Net income (loss) per share (diluted) reconciliation

Net income (loss) per share (diluted)

0.07

(0.15

)

0.19

(0.16

)

Loss on disposal of healthcare assets and other charges

—

0.26

—

0.26

Non-GAAP net income per share (diluted)

0.07

0.11

0.19

0.10

NON-GAAP FINANCIAL MEASURES

(continued)

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

Nine Months Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Net income (loss)

893

(2,057

)

2,681

(2,218

)

Income tax provision (benefit)

302

(1,031

)

648

(1,277

)

Depreciation & amortization

989

978

2,897

3,037

EBITDA

2,184

(2,110

)

6,226

(458

)

Adjusted EBITDA: Adjusted EBITDA is EBITDA (a non-GAAP financial measure defined and calculated in accordance with the above), adjusted to exclude a one-time loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025. 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

Nine Months Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Net income (loss)

893

(2,057

)

2,681

(2,218

)

Income tax provision (benefit)

302

(1,031

)

648

(1,277

)

Depreciation & amortization

989

978

2,897

3,037

EBITDA

2,184

(2,110

)

6,226

(458

)

Loss on disposal of healthcare assets and other charges

4,916

Adjusted EBITDA

2,184

2,806

6,226

4,458

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 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, April 9, 2026, at 9:00 a.m. Central Time, to discuss its third 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 April 9, 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.

Consolidated Balance Sheets

(in thousands, except per share amounts)

Unaudited

Audited

February 28, 2026

May 31, 2025

Assets

Current assets:

Cash and cash equivalents

29,494

35,901

Accounts receivable, less allowance for credit losses of $300 and $250, respectively

27,041

24,117

Inventories, net

107,619

102,799

Prepaid expenses and other assets

5,827

3,070

Total current assets

169,981

165,887

Non-current assets:

Property, plant and equipment, net

18,894

18,355

Intangible assets, net

300

345

Right of use lease assets, net

1,573

2,276

Deferred income tax assets

8,709

8,744

Other non-current assets

342

228

Total non-current assets

29,818

29,948

Total assets

199,799

195,835

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

23,010

21,339

Accrued liabilities

13,872

14,276

Lease liabilities current

938

1,171

Total current liabilities

37,820

36,786

Non-current liabilities:

Deferred income tax liabilities

Lease liabilities non-current

635

1,105

Other non-current liabilities

1,110

1,204

Total non-current liabilities

1,829

2,390

Total liabilities

39,649

39,176

Commitments and contingencies

Stockholders’ Equity

Common stock, $0.05 par value; 12,520 and 12,362 shares issued

and outstanding on February 28, 2026 and May 31, 2025, respectively

625

618

Class B common stock, convertible, $0.05 par value; 2,037 and 2,049 shares

issued and outstanding on February 28, 2026 and May 31, 2025,

respectively

102

Additional paid-in-capital

76,088

74,445

Retained earnings

79,446

79,340

Accumulated other comprehensive income

3,889

2,154

Total stockholders' equity

160,150

156,659

Total liabilities and stockholders’ equity

199,799

195,835

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(in thousands, except per share amounts)

Three Months Ended

Nine Months Ended

February 28,

2026

March 1,

2025

February 28,

2026

March 1,

2025

Net sales

55,472

53,804

162,367

157,020

Cost of sales

37,792

37,131

111,681

108,595

Gross profit

17,680

16,673

50,686

48,425

Selling, general and administrative expenses

16,176

14,500

48,079

46,607

Loss (gain) on disposal of property, plant and equipment

—

)

Loss on disposal of healthcare assets and related charges

—

4,916

—

4,916

Operating income (loss)

1,497

(2,743

)

2,597

(3,094

)

Other (expense) income:

Interest income

122

436

187

Foreign exchange loss

(437

)

(456

)

(627

)

(616

)

Other, net

923

Total other (expense) income

(302

)

(345

)

732

(401

)

Income (loss) before income taxes

1,195

(3,088

)

3,329

(3,495

)

Income tax provision (benefit)

302

(1,031

)

648

(1,277

)

Net income (loss)

893

(2,057

)

2,681

(2,218

)

Foreign currency translation gain (loss), net of tax

1,072

(702

)

1,735

(1,814

)

Comprehensive income (loss)

1,965

(2,759

)

4,416

(4,032

)

Net income (loss) per share:

Common stock - Basic

0.07

(0.15

)

0.19

(0.16

)

Class B common stock - Basic

0.06

(0.13

)

0.17

(0.14

)

Common stock - Diluted

0.07

(0.15

)

0.19

(0.16

)

Class B common stock - Diluted

0.06

(0.13

)

0.17

(0.14

)

Weighted average number of shares:

Common stock – Basic

12,493

12,333

12,455

12,283

Class B common stock – Basic

2,037

2,049

2,044

2,049

Common stock – Diluted

12,696

12,333

12,628

12,283

Class B common stock – Diluted

2,037

2,049

2,044

2,049

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended

Nine Months Ended

February 28,

2026

March 1,

2025

February 28,

2026

March 1,

2025

Operating activities:

Net income (loss)

893

(2,057

)

2,681

(2,218

)

Adjustments to reconcile net income to cash (used in) provided by operating activities:

Unrealized foreign currency loss (gain)

(257

)

456

(421

)

429

Depreciation and amortization

989

978

2,897

3,037

Inventory provisions

135

123

314

346

Share-based compensation expense

330

320

1,296

1,226

Loss (gain) on disposal of property, plant and equipment

—

)

Deferred income taxes

—

)

(82

)

Loss on disposal of healthcare assets and related charges

—

4,916

—

4,916

Change in assets and liabilities:

Accounts receivable

642

(333

)

(2,532

)

(1,470

)

Inventories

(1,506

)

2,873

(2,999

)

1,132

Prepaid expenses and other assets

(382

)

(2,875

)

(344

)

Accounts payable

(682

)

2,585

1,406

7,249

Accrued liabilities

(2,924

)

(4,661

)

(563

)

(4,115

)

Other

(323

)

(214

)

(632

)

376

Net cash (used in) provided by operating activities

(2,650

)

4,601

(1,382

)

10,478

Investing activities:

Capital expenditures

(759

)

(549

)

(3,390

)

(1,992

)

Proceeds from sale of property, plant and equipment

—

Proceeds from disposal of Healthcare assets

—

6,985

—

6,985

Net cash (used in) provided by investing activities

(759

)

6,436

(3,390

)

5,000

Financing activities:

Proceeds from issuance of common stock

239

—

453

307

Cash dividends paid on common and Class B common stock

(859

)

(852

)

(2,575

)

(2,555

)

Proceeds from revolving credit facility

—

1,000

Repayment of revolving credit facility

—

(1,000

)

Other

—

(99

)

(159

)

Net cash used in by financing activities

(620

)

(852

)

(2,221

)

(2,407

)

Effect of exchange rate changes on cash and cash equivalents

385

(145

)

586

(659

)

(Decrease) increase in cash and cash equivalents

(3,644

)

10,040

(6,407

)

12,412

Cash and cash equivalents at beginning of period

33,138

26,635

35,901

24,263

Cash and cash equivalents at end of period

29,494

36,675

29,494

36,675

Richardson Electronics, Ltd.

Unaudited Net Sales and Gross Profit

For the Third Quarter and First Nine Months of Fiscal 2026 and 2025

($ in thousands)

By Strategic Business Unit

Net Sales

Three Months Ended

FY26 vs. FY25

February 28, 2026

March 1, 2025

% Change

PMT

38,726

35,310

9.7

GES

8,795

9,299

-5.4

Canvys

7,951

9,195

-13.5

Total

55,472

53,804

3.1

Nine Months Ended

FY26 vs. FY25

February 28, 2026

March 1, 2025

% Change

PMT

113,003

109,977

2.8

GES

24,359

23,359

4.3

Canvys

25,005

23,684

5.6

Total

162,367

157,020

3.4

Gross Profit

Three Months Ended

February 28, 2026

% of Net Sales

March 1, 2025

% of Net Sales

PMT

12,412

32.1

10,568

29.9

GES

2,711

30.8

3,049

32.8

Canvys

2,557

32.2

3,056

33.2

Total

17,680

31.9

16,673

31.0

Nine Months Ended

February 28, 2026

% of Net Sales

March 1, 2025

% of Net Sales

PMT

35,336

31.3

33,240

30.2

GES

7,375

30.3

7,337

31.4

Canvys

7,975

31.9

7,848

33.1

Total

50,686

31.2

48,425

30.8

Richardson Electronics, Ltd.

Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures

For the Third Quarter and First Nine Months of Fiscal 2026 and 2025

($ in thousands)

NON-GAAP INCOME (LOSS)

Three Months Ended

Nine Months Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Operating income (loss) reconciliation

Income (loss) from operations

1,497

(2,743

)

2,597

(3,094

)

Loss on disposal of healthcare assets and other charges

—

4,916

—

4,916

Non-GAAP operating income

1,497

2,173

2,597

1,822

Income (loss) before income taxes reconciliation

Income (loss) before income taxes

1,195

(3,088

)

3,329

(3,495

)

Loss on disposal of healthcare assets and other charges

—

4,916

—

4,916

Non-GAAP income before taxes

1,195

1,828

3,329

1,421

Income tax provision (benefit) reconciliation

Income tax provision (benefit)

302

(1,031

)

648

(1,277

)

Loss on disposal of healthcare assets and other charges

—

1,278

—

1,278

Non-GAAP income tax provision

302

247

648

Net income (loss) reconciliation

Net income (loss)

893

(2,057

)

2,681

(2,218

)

Loss on disposal of healthcare assets and other charges

—

3,638

—

3,638

Non-GAAP net income

893

1,581

2,681

1,420

Net income (loss) per share (diluted) reconciliation

Net income (loss) per share (diluted)

0.07

(0.15

)

0.19

(0.16

)

Loss on disposal of healthcare assets and other charges

—

0.26

—

0.26

Non-GAAP net income per share (diluted)

0.07

0.11

0.19

0.10

EBITDA

Three Months Ended

Nine Months Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Net income (loss)

893

(2,057

)

2,681

(2,218

)

Income tax provision (benefit)

302

(1,031

)

648

(1,277

)

Depreciation & amortization

989

978

2,897

3,037

EBITDA

2,184

(2,110

)

6,226

(458

)

Loss on disposal of healthcare assets and other charges

—

4,916

—

4,916

Adjusted EBITDA

2,184

2,806

6,226

4,458

GRAPHIC

Filename: img150668434_0.jpg · Sequence: 3

Binary file (41460 bytes)

Download img150668434_0.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.1

Document And Entity Information

Apr. 08, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 08, 2026

Entity Registrant Name

RICHARDSON ELECTRONICS, LTD.

Entity Central Index Key

0000355948

Entity Emerging Growth Company

false

Entity File Number

0-12906

Entity Incorporation, State or Country Code

Entity Tax Identification Number

36-2096643

Entity Address, Address Line One

40W267 Keslinger Road

Entity Address, Address Line Two

P.O. Box 393

Entity Address, City or Town

LaFox

Entity Address, State or Province

Entity Address, Postal Zip Code

60147-0393

City Area Code

(630)

Local Phone Number

208-2200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, $0.05 Par Value per share

Trading Symbol

RELL

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration