Part I [Business](index=4&type=section&id=Item%201.%20Business) The company is a global manufacturer of engineered solutions, operating through PMT, Canvys, and Healthcare segments, with a new Green Energy Solutions segment planned for fiscal 2023 - The company operates through three reportable segments: Power and Microwave Technologies (PMT), Canvys (Visual Technology Solutions), and Healthcare[29](index=29&type=chunk)[36](index=36&type=chunk)[38](index=38&type=chunk) - Starting in fiscal 2023, the company will introduce a new **Green Energy Solutions (GES) segment**, carved out from the existing PMT segment[28](index=28&type=chunk)[121](index=121&type=chunk) - The COVID-19 pandemic led to component delays and supply chain disruptions, negatively impacting **gross margins** in the Canvys and Healthcare segments during fiscal 2022[17](index=17&type=chunk)[18](index=18&type=chunk) - As of May 28, 2022, the company employed **447 individuals**[45](index=45&type=chunk) - International sales constituted approximately **57% of the company's total sales** in fiscal 2022[42](index=42&type=chunk) [Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational, supply chain, financial, and ownership risks, including supplier dependency and concentrated voting power - Business and Operational Risks: The company faces risks from potential failure to achieve sales growth, inventory obsolescence for its tube technology products, and competitive pressures. It is also dependent on a limited number of vendors, with one supplier representing **11% of total cost of sales**[52](index=52&type=chunk)[54](index=54&type=chunk)[56](index=56&type=chunk) - Supply Chain and Global Events: The business is subject to disruptions from global events like the COVID-19 pandemic and the Russia-Ukraine conflict, which have caused **component delays, increased material costs, and strained logistics**[58](index=58&type=chunk)[69](index=69&type=chunk) - International Operations Risks: With significant worldwide operations, the company is exposed to risks from **currency fluctuations, political instability, and changing trade policies** such as tariffs and the effects of Brexit[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - Financial Risks: As of May 28, 2022, approximately **42% of the company's cash and cash equivalents ($15.0 million)** was held by foreign subsidiaries, which could affect domestic liquidity needs[74](index=74&type=chunk) - Ownership Risk: A single stockholder, Chairman and CEO Edward J. Richardson, beneficially owns approximately 98% of Class B common stock, representing about **63% of the total voting power**, allowing him to exert control over stockholder votes[90](index=90&type=chunk) [Unresolved Staff Comments](index=17&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments - None[99](index=99&type=chunk) [Properties](index=17&type=section&id=Item%202.%20Properties) The company owns its corporate headquarters in Illinois and leases 26 other facilities globally for its operations Owned and Leased Facilities | Location | Status | Primary Use | | :--- | :--- | :--- | | LaFox, Illinois | Owned | Corporate HQ, Sales, Distribution, Manufacturing | | Various Global Locations | Leased | Sales, Distribution, Manufacturing, Testing, Repair | [Legal Proceedings](index=17&type=section&id=Item%203.%20Legal%20Proceedings) The company settled a legal dispute with Varex Imaging Corporation for $1.6 million in fiscal 2021 - The company settled a legal dispute with Varex Imaging Corporation for **$1.6 million** in April 2021 to resolve allegations of patent infringement and trade secret misappropriation[102](index=102&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=18&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ (RELL), and it paid quarterly dividends totaling $3.2 million in fiscal 2022 without any share repurchases - The company's common stock trades on the NASDAQ Global Select Market under the symbol **"RELL"**[107](index=107&type=chunk) - **No share repurchases** were made in fiscal 2022[105](index=105&type=chunk) Fiscal 2022 Dividend Information | Security | Quarterly Dividend per Share | Annual Dividend Payments | | :--- | :--- | :--- | | Common Share | $0.06 | ~$3.2 million | | Class B Common Share | $0.054 | ~$3.2 million | [Selected Financial Data](index=20&type=section&id=Item%206.%20Selected%20Financial%20Data) The five-year financial summary shows strong growth, with net sales reaching $224.6 million and net income of $17.9 million in fiscal 2022 Five-Year Financial Highlights (in thousands) | Fiscal Year Ended | Net Sales | Income (loss) from continuing operations | Net income (loss) | Total assets | | :--- | :--- | :--- | :--- | :--- | | May 28, 2022 | $224,620 | $17,927 | $17,927 | $179,819 | | May 29, 2021 | $176,937 | $1,655 | $1,655 | $156,753 | | May 30, 2020 | $155,898 | $(1,838) | $(1,838) | $150,720 | | June 1, 2019 | $166,652 | $(7,328) | $(7,328) | $153,017 | | June 2, 2018 | $163,212 | $2,326 | $3,822 | $166,329 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2022 saw 26.9% sales growth to $224.6 million and a tenfold increase in net income, driven by strong demand and controlled expenses [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Fiscal 2022 net sales grew 26.9% driven by all segments, while operating income surged due to strong sales leverage over flat SG&A expenses Fiscal 2022 vs. Fiscal 2021 Performance (in thousands) | Metric | FY 2022 | FY 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $224,620 | $176,937 | 26.9% | | Gross Profit | $71,700 | $58,825 | 21.9% | | Operating Income | $15,957 | $2,887 | 452.7% | | Net Income | $17,927 | $1,655 | 983.2% | Net Sales by Segment (in thousands) | Segment | FY 2022 | FY 2021 | % Change | | :--- | :--- | :--- | :--- | | PMT | $178,056 | $137,280 | 29.7% | | Canvys | $35,187 | $29,319 | 20.0% | | Healthcare | $11,377 | $10,338 | 10.1% | - Gross margin as a percentage of net sales decreased to **31.9% in FY2022** from 33.2% in FY2021, primarily due to PMT's product mix, higher freight costs, and increased component scrap expenses in Healthcare[129](index=129&type=chunk) - SG&A expenses as a percentage of sales decreased significantly to **24.8% in FY2022** from 31.6% in FY2021, as expenses remained relatively flat while sales grew[139](index=139&type=chunk) - The effective income tax rate was **(13.7%) in FY2022**, compared to 28.3% in FY2021, primarily due to the release of the valuation allowance on U.S. deferred tax assets[143](index=143&type=chunk) [Liquidity, Financial Position and Capital Resources](index=26&type=section&id=Liquidity%2C%20Financial%20Position%20and%20Capital%20Resources) The company maintained a strong liquidity position with $40.5 million in cash and investments, despite increased inventory to support growth - Cash, cash equivalents, and investments totaled **$40.5 million** at the end of fiscal 2022[153](index=153&type=chunk) - Cash flow from operating activities was **$1.9 million** in FY2022, significantly impacted by a **$20.6 million increase in inventories** to support manufacturing and sales growth[157](index=157&type=chunk) - Cash used in investing activities was **$8.1 million**, including $5.0 million for a CD purchase and $3.1 million in capital expenditures[160](index=160&type=chunk) - Cash used in financing activities was **$0.4 million**, reflecting $3.2 million in dividend payments partially offset by proceeds from stock option exercises[163](index=163&type=chunk) [Critical Accounting Policies and Estimates](index=28&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Key accounting estimates involve inventory valuation and income taxes, with a significant release of the valuation allowance on deferred tax assets in fiscal 2022 - The inventory reserve for obsolete or slow-moving items was **$6.1 million** as of May 28, 2022. The company recorded provisions of $0.5 million to this reserve in fiscal 2022[174](index=174&type=chunk)[176](index=176&type=chunk) - Revenue is recognized at a point in time when control of the promised goods is transferred to the customer[170](index=170&type=chunk)[171](index=171&type=chunk) - Due to positive evidence of future profitability, the company **released the full valuation allowance** on its U.S. federal and state deferred tax assets in fiscal 2022[147](index=147&type=chunk)[182](index=182&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is foreign currency exposure, with a hypothetical 10% unfavorable exchange rate change estimated to reduce sales by $12.1 million - The primary financial risk is **foreign currency exchange exposure**. The company does not currently use derivative instruments to manage this risk[185](index=185&type=chunk)[187](index=187&type=chunk) - A hypothetical **10% unfavorable change** in the U.S. dollar against foreign currencies would have lowered fiscal 2022 net sales by an estimated **$12.1 million**[188](index=188&type=chunk) [Financial Statements and Supplementary Data](index=31&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section includes the audited consolidated financial statements, which received an unqualified opinion with a critical audit matter related to inventory reserves - The independent auditor, BDO USA, LLP, issued an **unqualified opinion** on the consolidated financial statements and the effectiveness of internal control over financial reporting[191](index=191&type=chunk)[192](index=192&type=chunk) - A critical audit matter identified was the **estimation of the inventory reserve for the PMT segment**, which requires significant judgment regarding future demand and net realizable value for trailing-edge technology products[198](index=198&type=chunk)[199](index=199&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Account | May 28, 2022 | May 29, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $35,495 | $43,316 | | Inventories, net | $80,390 | $63,508 | | Total Assets | $179,819 | $156,753 | | Total Liabilities | $43,972 | $35,193 | | Total Stockholders' Equity | $135,847 | $121,560 | - One supplier accounted for **11% of the total cost of sales** in fiscal 2022, down from 15% in fiscal 2021[218](index=218&type=chunk) - The valuation allowance for deferred tax assets was reduced from **$12.2 million in FY2021 to $3.5 million in FY2022**, reflecting management's increased confidence in realizing these assets[279](index=279&type=chunk)[284](index=284&type=chunk) [Controls and Procedures](index=57&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls, procedures, and internal control over financial reporting were effective as of May 28, 2022 - Management concluded that the company's disclosure controls and procedures were **effective** as of May 28, 2022[316](index=316&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective** as of May 28, 2022, a conclusion audited and affirmed by BDO USA, LLP[318](index=318&type=chunk)[319](index=319&type=chunk) [Other Information](index=59&type=section&id=Item%209B.%20Other%20Information) The company reports that there is no other information to disclose under this item - None[328](index=328&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=60&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, officers, and corporate governance is incorporated by reference from the company's 2022 Proxy Statement - This section incorporates information by reference from the company's Proxy Statement for the October 4, 2022 Annual Meeting of Stockholders[330](index=330&type=chunk) [Executive Compensation](index=60&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's 2022 Proxy Statement - This section incorporates information by reference from the company's Proxy Statement for the October 4, 2022 Annual Meeting of Stockholders[331](index=331&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=60&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the company's 2022 Proxy Statement - This section incorporates information by reference from the company's Proxy Statement for the October 4, 2022 Annual Meeting of Stockholders[332](index=332&type=chunk) Equity Compensation Plan Information (as of May 28, 2022) | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | Approved by Security Holders | 1,124,291 | $7.71 | 1,301,589 | | Not Approved by Security Holders | 23,564 | $12.95 | — | [Certain Relationships and Related Transactions, and Director Independence](index=60&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related transactions and director independence is incorporated by reference from the company's 2022 Proxy Statement - This section incorporates information by reference from the company's Proxy Statement for the October 4, 2022 Annual Meeting of Stockholders[334](index=334&type=chunk) [Principal Accountant Fees and Services](index=60&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's 2022 Proxy Statement - This section incorporates information by reference from the company's Proxy Statement for the October 4, 2022 Annual Meeting of Stockholders[335](index=335&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=61&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the Form 10-K, including financial statements and an exhibit index - This section lists the consolidated financial statements and exhibits filed with the Form 10-K[336](index=336&type=chunk)[341](index=341&type=chunk) [Form 10-K Summary](index=61&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that no Form 10-K summary is provided - None[340](index=340&type=chunk)

Financial Data and Key Metrics Changes - Fourth quarter sales reached $61.6 million, the highest quarterly sales since the sale of RFPD in 2011, representing a 22.1% increase compared to $50.5 million in the prior year's fourth quarter [4][13] - Total sales for FY 2022 were $224.6 million, a 26.9% increase from $176.9 million in FY 2021 [5][24] - Gross margin improved to 32.7% in Q4 FY 2022 from 31.8% in Q3 FY 2022, while the full-year gross margin decreased to 31.9% from 33.2% in FY 2021 [4][25] - Net income for Q4 FY 2022 was $8.3 million or 13.4% of net sales, compared to $1.9 million or 3.7% in Q4 FY 2021 [22][29] - Earnings per share on a diluted basis were $0.59 for Q4 FY 2022, up from $0.14 in the prior year [23][30] Business Line Data and Key Metrics Changes - Power & Microwave Technologies (PMT) sales increased by 26.8% to $49.3 million in Q4 FY 2022, contributing significantly to overall growth [37] - Canvys sales rose by 7.1% to $9.5 million in Q4 FY 2022, driven by strong customer demand in North America [15][63] - Richardson Healthcare sales increased by 4.1% to $2.9 million in Q4 FY 2022, although impacted by lower sales in China and Ukraine [56][58] Market Data and Key Metrics Changes - Total company backlog increased to $206.2 million in Q4 FY 2022, nearly doubling from $110.0 million at the end of Q4 FY 2021 [5][16] - Canvys backlog grew by 52.3% year-over-year, reflecting strong demand and customer relationships [66] Company Strategy and Development Direction - The company is focusing on power management solutions that support green energy initiatives, capitalizing on the growing demand for alternative energy [6][40] - A new Green Energy Solutions Group will be established to highlight revenue growth from new solutions and existing products [52][79] - The company is investing in engineering and manufacturing capabilities to support growth and backlog [11][45] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the current demand for products, stating that they are not seeing the impact of recession on demand [78] - The company is closely monitoring global market activity and backlog growth, ready to react if necessary [78] - Management highlighted the importance of diversifying product offerings and maintaining strong relationships with key partners [48][49] Other Important Information - Operating expenses for Q4 FY 2022 were $15.2 million, an increase from $14.0 million in the prior year, primarily due to higher employee compensation expenses [19] - The company plans to increase capital expenditures to support manufacturing capabilities, estimating $3 million to $5 million over the next few years [102] Q&A Session Summary Question: What impacted the healthcare margins and future expectations? - Management indicated that supply issues led to lower margins, but they expect gross margins to return to mid to upper 20s in the upcoming quarters [81][83] Question: What is the status of sales in Ukraine and China? - Sales from Ukraine are expected to gradually recover, while sales in China are anticipated to rebound due to timing issues [84][85] Question: What is the outlook for the PMT business and follow-up orders? - Management expects a follow-up order from NextEra in Q2, with strong demand from multiple customers in the wind turbine sector [90] Question: What are the currency impacts on results? - Currency impacts were noted in Q4, with expectations for fluctuations in FY 2023, primarily related to the euro [100][101] Question: What factors will improve cash flow from operations? - Management highlighted the need for higher net income and better management of working capital to improve cash flow from operations [116][118]

Richardson Electronics, Ltd. (NASDAQ:RELL) Q3 2022 Earnings Conference Call April 7, 2022 10:00 AM ET Company Participants Edward Richardson - Chairman and Chief Executive Officer Robert Ben - Chief Financial Officer Wendy Diddell - Chief Operating Officer and General Manager, Richardson Healthcare Greg Peloquin - General Manager, Power & Microwave Technologies Group Jens Ruppert - General Manager, Canvys Conference Call Participants Ross Taylor - ARS Investment Partners Tim O’Connell - Chain of Lakes Inves ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 26, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from To Commission File Number: 0-12906 RICHARDSON ELECTRONICS, LTD. (Exact name of registrant as specified in its charter) 40W267 Keslinger Road, P.O. Box 393 ...

Richardson Electronics, Ltd. (NASDAQ:RELL) Q2 2022 Earnings Conference Call January 6, 2022 10:00 AM ET Company Participants Ed Richardson - CEO Robert Ben - CFO Wendy Diddell - COO and General Manager, Richardson Healthcare Greg Peloquin - General Manager, Power & Microwave Technologies Group Jens Ruppert - General Manager, Canvys Conference Call Participants Howard Brous - Wellington Shields Mike Hughes - SGF Capital Eric Landry - BMO Capital Operator Good day, and thank you for standing by, and welcome t ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from To Commission File Number: 0-12906 RICHARDSON ELECTRONICS, LTD. (Exact name of registrant as specified in its charter) FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 27, 2021 Delaware 36-2096643 (State or other ...

Richardson Electronics, Ltd. (NASDAQ:RELL) Q1 2022 Earnings Conference Call October 7, 2021 10:00 AM ET Company Participants Ed Richardson - Chief Executive Officer Robert Ben - Chief Financial Officer Wendy Diddell - Chief Operating Officer and General Manager, Richardson Healthcare Jens Ruppert - General Manager, Canvys Greg Peloquin - General Manager, Power & Microwave Technologies Group Conference Call Participants Howard Brous - Wellington Shield Tony Chiarenza - Key Equity Investors Brad Leonard - BML ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 28, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from To Commission File Number: 0-12906 RICHARDSON ELECTRONICS, LTD. (Exact name of registrant as specified in its charter) Delaware 36-2096643 (State or other ju ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 29, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________ to Commission File Number: 0-12906 (Exact name of registrant as specified in its charter) Delaware 36-2096643 (State or other jurisdiction of incorporation or organization ...

Richardson Electronics, Ltd. (NASDAQ:RELL) Q4 2021 Results Conference Call July 22, 2021 10:00 AM ET Company Participants Edward Richardson - Chief Executive Officer Robert Ben - Chief Financial Officer Wendy Diddell - Chief Operating Officer and General Manager, Richardson Healthcare Greg Peloquin - General Manager, Power & Microwave Technologies Group Jens Ruppert - General Manager, Canvys Conference Call Participants Conference Call Participants Howard Brous - Wellington Shield Eric Landry - BML Capital ...