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 30, 2020
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
Delaware
(State or other jurisdiction of incorporation or organization)
36-2096643
(I.R.S. Employer Identification No.)
(Exact name of registrant as specified in its charter)
40W267 Keslinger Road, P.O. Box 393, LaFox, Illinois 60147-0393
(Address of principal executive offices)
Registrant’s telephone number, including area code: (630) 208-2200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common stock, $0.05 Par Value
Trading Symbol(s)
RELL
Name of each exchange on which registered
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or
an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☐
Non-Accelerated Filer
☐
Emerging growth company ☐
Accelerated Filer
Smaller reporting 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of November 30, 2019 was approximately
$61.4 million.
As of July 27, 2020, there were outstanding 11,110,735 shares of Common Stock, $0.05 par value and 2,096,919 shares of Class B Common Stock,
$0.05 par value, which are convertible into Common Stock of the registrant on a one-for-one basis.
Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders scheduled to be held October 6, 2020, which will be filed
pursuant to Regulation 14A, are incorporated by reference in Part III of this report. Except as specifically incorporated herein by reference, the
abovementioned Proxy Statement is not deemed filed as part of this report.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.
Business ........................................................................................................................................................................
Risk Factors...................................................................................................................................................................
Unresolved Staff Comments .........................................................................................................................................
Properties ......................................................................................................................................................................
Legal Proceedings .........................................................................................................................................................
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities......................................................................................................................................................
Selected Financial Data.................................................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations .......................................
Quantitative and Qualitative Disclosures About Market Risk......................................................................................
Financial Statements and Supplementary Data.............................................................................................................
Controls and Procedures ...............................................................................................................................................
Other Information .........................................................................................................................................................
Directors, Executive Officers and Corporate Governance............................................................................................
Executive Compensation...............................................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.....................
Certain Relationships and Related Transactions, and Director Independence .............................................................
Principal Accountant Fees and Services .......................................................................................................................
Exhibits and Financial Statement Schedules ................................................................................................................
Form 10-K Summary ....................................................................................................................................................
Exhibit Index.....................................................................................................................................................................................
Signatures..........................................................................................................................................................................................
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Forward Looking Statements
Certain statements in this report may constitute “forward-looking” statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The terms “may”, “should”, “could”, “anticipate”, “believe”, “continues”, “estimate”, “expect”,
“intend”, “objective”, “plan”, “potential”, “project” and similar expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These
statements are based on management’s current expectations, intentions or beliefs and are subject to a number of factors, assumptions
and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors
that could cause or contribute to such differences or that might otherwise impact the business include the risk factors set forth in
Item 1A of this Form 10-K. We undertake no obligation to update any such factor or to publicly announce the results of any revisions
to any forward-looking statements contained herein whether as a result of new information, future events, or otherwise.
In addition, while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to them
any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that
we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Thus, to the extent
that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.
PART I
ITEM 1. Business
General
Richardson Electronics, Ltd. is a leading global provider of engineered solutions, power grid and microwave tubes and
related consumables; power conversion and RF and microwave components; high value flat panel detector solutions, replacement
parts, tubes and service training for diagnostic imaging equipment; and customized display solutions. We serve customers in the
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.
Our fiscal year 2020 began on June 2, 2019 and ended on May 30, 2020, our fiscal year 2019 began on June 3, 2018 and
ended on June 1, 2019 and our fiscal year 2018 began on May 28, 2017 and ended on June 2, 2018. Unless otherwise noted, all
references to a particular year in this document shall mean our fiscal year.
Company Response to COVID-19
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain
of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus
spreads globally.
In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in global exposure.
Thereafter, most U.S. states imposed “shelter in place” directives on their populations to stem the spread of COVID-19. Of specific
interest to the Company, shelter in place directives were imposed in the states of Illinois, Massachusetts and South Carolina.
The shelter in place directives generally required the closure of businesses that did not provide essential functions. The
Company was considered a critical supplier of products to healthcare and critical infrastructure businesses. Several of our largest
customers mandated that we continue to supply parts so as not to disrupt the supply chain and their ability to serve critical
industries. As such, the Company qualified as an “Essential Business”. Essential Businesses were allowed to continue to operate
during shelter in place directives. We continued our manufacturing and distribution operations even when a shelter in place directive
was issued. We limited the number of people in any one of our facilities by requiring only employees who could not perform their
work remotely to physically work in a Company US-based facility. The Company advised all other employees that could perform their
job functions remotely to do so. As such, the Company’s operations remained operational.
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The impact of the COVID-19 outbreak continues to evolve. As such, the full magnitude that the pandemic will have on the
Company’s financial condition, liquidity and future results of operations is uncertain. Management is actively monitoring the global
situation on its financial condition, liquidity, operations, suppliers, industry and workforce. As the spread of COVID-19 continues, our
ability to meet customer demands for products may be impaired or, similarly, our customers may experience adverse business
consequences due to COVID-19. Reduced demand for products or impaired ability to meet customer demand (including disruptions at
our transportation service providers or vendors) could have a material adverse effect on our business, operations and financial
performance. Some of the decline in fiscal 2020 PMT sales and the decrease in Healthcare sales was primarily due to the COVID-19
global pandemic. While we had some COVID-19 related longer lead times as well as delays impacting new product development
schedules, we did not experience a major interruption in our supply chain. Given the daily evolution of the COVID-19 outbreak and
the global responses to curb its spread, the Company is not presently able to estimate the effects of COVID-19 on its results of
operations, financial condition or liquidity for fiscal year 2021.
Company Response to CARES Act
On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act to provide
certain relief as a result of the COVID-19 outbreak. The CARES Act includes provisions relating to refundable payroll tax credits,
deferral of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds,
increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified
improvement property. The Company continues to examine how these provisions in the CARES Act will impact its financial position,
results of operations and cash flows. In fiscal 2020, the Company deferred $0.2 million of employer side social security tax payments.
The Company has estimated and recorded the overall effects of the CARES Act and does not anticipate a material change.
Geography
We currently have operations in the following major geographic regions: North America, Asia/Pacific, Europe and Latin
America.
Selected financial data attributable to each segment and geographic region for fiscal 2020, fiscal 2019 and fiscal 2018 is set
forth in Note 11 “Segment and Geographic Information” of the notes to our consolidated financial statements in Part II, Item 8 of this
Annual Report on Form 10-K.
We have three operating and reportable segments, which we define as follows:
Power and Microwave Technologies Group
Power and Microwave Technologies Group (“PMT”) combines our core engineered solutions capabilities, power grid and
microwave tube business with new RF, Wireless and Power disruptive technologies. As a designer, manufacturer, technology partner
and authorized distributor, PMT’s strategy is to provide specialized technical expertise and engineered solutions based on our core
engineering and manufacturing capabilities on a global basis. We provide solutions and add value through design-in support, systems
integration, prototype design and manufacturing, testing, logistics and aftermarket technical service and repair—all through our
existing global infrastructure. PMT’s focus is on products for power, RF and microwave applications for customers in 5G, alternative
energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific and semiconductor markets. PMT focuses
on various applications including broadcast transmission, CO2 laser cutting, diagnostic imaging, dielectric and induction heating, high
energy transfer, high voltage switching, plasma, power conversion, radar and radiation oncology. PMT also offers its customers
technical services for both microwave and industrial equipment.
PMT represents leading manufacturers of electron tubes and RF, Microwave and power components used in semiconductor
manufacturing equipment, RF and wireless and industrial power applications. Among the suppliers PMT supports are Amperex, CDE,
CPI, Draloric, Eimac, General Electric, Hitachi, Jennings, L3, MACOM, National, NJRC, Ohmite, Qorvo, Thales, Toshiba and
Vishay.
PMT’s inventory levels reflect our commitment to maintain an inventory of a broad range of products for customers who are
buying products for replacement of components used in critical equipment and designing in new technologies. PMT also sells a
number of products representing trailing edge technology. While the market for these trailing edge technology products is declining,
PMT is increasing its market share. PMT often buys products it knows it can sell ahead of any supplier price increases and extended
lead times. As manufacturers for these products exit the business, PMT has the option to purchase a substantial portion of their
remaining inventory.
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PMT has distribution agreements with many of its suppliers; most of these agreements provide exclusive distribution rights
that often include global coverage. The agreements are typically long term, and usually contain provisions permitting termination by
either party if there are significant breaches that are not cured within a reasonable period. Although some of these agreements allow
PMT to return inventory periodically, others do not, in which case PMT may have obsolete inventory that they cannot return to the
supplier.
PMT’s suppliers provide warranty coverage for the products and allow return of defective products, including those returned
to PMT by its customers. For information regarding the warranty reserves, see Note 3 “Significant Accounting Policies” of the notes
to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
In addition to third party products, we sell proprietary products principally under certain trade names we own including
Amperex®, Cetron® and National®. Our proprietary products include thyratrons and rectifiers, power tubes, ignitrons, magnetrons,
phototubes, microwave generators, Ultracapacitor modules and liquid crystal display monitors. The materials used in the
manufacturing process consist of glass bulbs and tubing, nickel, stainless steel and other metals, plastic and metal bases, ceramics and
a wide variety of fabricated metal components. These materials are generally readily available, but some components may require long
lead times for production, and some materials are subject to shortages or price fluctuations based on supply and demand.
Canvys – Visual Technology Solutions
Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical
original equipment manufacturers markets. Our engineers design, manufacture, source and support a full spectrum of solutions to
match the needs of our customers. We offer long term availability and proven custom display solutions that include touch screens,
protective panels, custom enclosures, All-In-One computers, specialized cabinet finishes and application specific software packages
and certification services. Our volume commitments are lower than the large display manufacturers, making us the ideal choice for
companies with very specific design requirements. We partner with both private label manufacturing companies and leading branded
hardware vendors to offer the highest quality display and touch solutions and customized computing platforms.
We have long-standing relationships with key component and finished goods manufacturers and several key ISO 9001 and
ISO 13485 certified Asian display manufacturers that manufacture products to our specifications. We believe supplier relationships,
combined with our engineering design and manufacturing capabilities and private label partnerships, allow us to maintain a well-
balanced and technologically advanced offering of customer specific display solutions.
Healthcare
Healthcare manufactures, repairs, refurbishes and distributes high value replacement parts and equipment for the healthcare
market including hospitals, medical centers, asset management companies, independent service organizations and multi-vendor
service providers. Products include diagnostic imaging replacement parts for CT and MRI systems; replacement CT and MRI tubes;
CT service training; MRI coils, cold heads and RF amplifiers; hydrogen thyratrons, klystrons, magnetrons; flat panel detector
upgrades; pre-owned CT systems; and additional replacement solutions currently under development for the diagnostic imaging
service market. Through a combination of newly developed products and partnerships, service offerings and training programs, we
believe we can help our customers improve efficiency and deliver better clinical outcomes while lowering the cost of healthcare
delivery.
Sales and Product Management
We have employees, as well as authorized representatives who are not our employees, selling our products primarily in
regions where we do not have a direct sales presence.
We offer various credit terms to qualifying customers as well as cash in advance and credit card terms. We establish credit
limits for each customer and routinely review delinquent and aging accounts.
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Distribution
We maintain approximately 110,700 part numbers in our product inventory database and we estimate that more than 90% of
orders received by 6:00 p.m. local time are shipped complete the same day for stock product. Customers can access our products on
our web sites, www.rell.com, www.rellhealthcare.com, www.canvys.com, www.rellpower.com, www.relltubes.com and
www.rellaser.com, through electronic data interchange, or by telephone. Customer orders are processed by our regional sales offices
and supported primarily by one of our distribution facilities in LaFox, Illinois; Fort Mill, South Carolina; Amsterdam, Netherlands;
Marlborough, Massachusetts; Donaueschingen, Germany; or Singapore, Singapore. We also have satellite warehouses in Sao Paulo,
Brazil; Shanghai, China; Bangkok, Thailand; and Hook, United Kingdom. Our data processing network provides on-line, real-time
interconnection of all sales offices and central distribution operations, 24 hours per day, seven days per week. Information on stock
availability, pricing in local currency, cross-reference information, customers and market analyses are obtainable throughout the entire
distribution network.
International Sales
During fiscal 2020, we made approximately 59% of our sales outside the U.S. We continue to pursue new international sales
to further expand our geographic reach.
Major Customers
During fiscal 2020 and fiscal 2019, no one customer accounted for more than 10 percent of the Company’s consolidated net
sales. During fiscal 2018, LAM Research Corporation individually accounted for 11 percent of the Company’s consolidated net sales.
No other customer accounted for more than 10 percent of the Company’s consolidated net sales in fiscal 2018. The Company believes
that the loss of this customer would have a material adverse effect on the Company’s financial condition or results of operations. See
Note 11 “Segment and Geographic Information” of the notes to our consolidated financial statements in Part II, Item 8 of this Annual
Report on Form 10-K for further information.
Employees
As of May 30, 2020, we employed 394 individuals. All of our employees are non-union and we consider our relationships
with our employees to be good.
Website Access to SEC Reports
We maintain an Internet website at www.rell.com. Our Annual Report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
and Exchange Act of 1934 are accessible through our website, free of charge, as soon as reasonably practicable after these reports are
filed electronically with the Securities and Exchange Commission. Interactive Data Files pursuant to Rule 405 of Regulation S-T, of
these filing dates, formatted in Extensible Business Reporting Language (“XBRL”) are accessible as well. To access these reports, go
to our website at www.rell.com. The foregoing information regarding our website is provided for convenience and the content of our
website is not deemed to be incorporated by reference in this report filed with the Securities and Exchange Commission.
ITEM 1A. Risk Factors
Investors should consider carefully the following risk factors in addition to the other information included and incorporated
by reference in this Annual Report on Form 10-K that we believe are applicable to our businesses and the industries in which we
operate. While we believe we have identified the key risk factors affecting our businesses, there may be additional risks and
uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our results of
operations.
A significant portion of our cash, cash equivalents and investments are held by our foreign subsidiaries and could affect future
liquidity needs.
As of May 30, 2020, $16.2 million, or approximately 35% of our cash, cash equivalents and investments was held by our
foreign subsidiaries. While we intend to use some of the cash held outside the United States to fund our international operations and
growth, when we encounter a significant need for liquidity domestically or at a particular location that we cannot fulfill through other
internal or external sources, our liquidity requirements could necessitate transfers of existing cash balances between our subsidiaries or
to the United States. Some of these subsidiaries are located in jurisdictions that require foreign government approval before a cash
repatriation can occur.
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We may not achieve our plan for sales growth and margin targets.
We have established both margin and expense targets to grow our sales with new and existing customers. If we do not
achieve our growth objectives, the complexity of our global infrastructure makes it difficult to leverage our fixed cost structure to
align with the size of our operations. Factors that could have a significant effect on our ability to achieve these goals include the
following:
•
•
•
•
Failure to achieve our sales and margin growth objectives in our product lines and business units;
Failure to identify, consummate and successfully integrate acquisitions;
Declining gross margin reflecting competitive pricing pressures or product mix; and
Limitations on our ability to leverage our support-function cost structure while maintaining an adequate structure to
achieve our growth objectives.
We have historically incurred significant charges for inventory obsolescence, and may incur similar charges in the future.
We maintain significant inventories in an effort to ensure that customers have a reliable source of supply. Our products
generally support industrial machinery powered by tube technology. As technology evolves and companies replace this capital
equipment, the market for our products potentially declines. In addition, the market for many of our other products changes rapidly
resulting from the development of new technologies, evolving industry standards, frequent new product introductions by some of our
suppliers and changing end-user demand, which can contribute to the decline in value or obsolescence of our inventory. We do not
have many long-term supply contracts with our customers. If we fail to anticipate the changing needs of our customers or we do not
accurately forecast customer demand, our customers may not place orders with us, and we may accumulate significant inventories of
products that we may be unable to sell or return to our vendors. This may result in a decline in the value of our inventory.
We face competitive pressures that could have a material adverse effect on our business.
Our overall competitive position depends on a number of factors including price, engineering capability, vendor
representation, product diversity, lead times and the level of customer service. There are very few vacuum tube competitors in the
markets we serve. There are also a limited number of Chinese manufacturers whose ability to produce vacuum tubes has progressed
over the past several years. The most significant competitive risk comes from technical obsolescence. Canvys faces many competitors
in the markets we serve. Increased competition may result in price reductions, reduced margins, or a loss of market share, any of
which could materially and adversely affect our business, operating results, and financial condition. As we expand our business and
pursue our growth initiatives, we may encounter increased competition from current and/or new competitors. Our failure to maintain
and enhance our competitive position could have a material adverse effect on our business.
A single stockholder has voting control over us.
As of July 27, 2020, Edward J. Richardson, our Chairman, Chief Executive Officer and President, beneficially owned
approximately 99% of the outstanding shares of our Class B common stock, representing approximately 65% of the voting power of
the outstanding common stock. This share ownership permits Mr. Richardson to exert control over the outcome of stockholder votes,
including votes concerning the election of directors, by-law amendments, possible mergers, corporate control contests, and other
significant corporate transactions.
Failure to attract and retain key skilled personnel could hurt operations.
Our success depends to a large extent upon the continued services of key management personnel, particularly Mr.
Richardson. While we have employment contracts in place with several of our executive officers, we nevertheless cannot be assured
that we will retain our key employees and the loss of service of any of these officers or key management personnel could have a
material adverse effect on our business growth and operating results.
Our future success will require an ability to attract and retain qualified employees. Competition for such key personnel is
intense and we cannot be assured that we will be successful in attracting and retaining such personnel. We cannot make assurances
that key personnel will not depart in the future. Changes in the cost of providing employee benefits in order to attract and retain
personnel, including changes in health care costs, could lead to increased costs in any of our operations.
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We are dependent on a limited number of vendors to supply us with essential products.
The products we supply are currently produced by a relatively small number of manufacturers. One of our suppliers
represented 16 percent of our total cost of sales. Our success depends, in large part, on maintaining current vendor relationships and
developing new relationships. To the extent that our significant suppliers are unwilling or unable to continue to do business with us,
extend lead times, limit supplies due to capacity constraints, or other factors, there could be a material adverse effect on our business.
International operations represent a significant percentage of our business and present a variety of risks that could impact our
results.
Because we source and sell our products worldwide, our business is subject to risks associated with doing business
internationally. These risks include the costs and difficulties of managing foreign entities, limitations on the repatriation and
investment of funds, cultural differences that affect customer preferences and business practices, unstable political or economic
conditions, trade protection measures and import or export licensing requirements, and changes in tax laws.
We also face exposure to fluctuations in foreign currency exchange rates because we conduct business outside of the United
States. Price increases caused by currency exchange rate fluctuations may make our products less competitive or may have an adverse
effect on our margins. Our international revenues and expenses generally are derived from sales and operations in currencies other
than the U.S. dollar. Accordingly, when the U.S. dollar strengthens in relation to the base currencies of the countries in which we sell
our products, our U.S. dollar reported net revenue and income would decrease. We currently do not engage in any currency hedging
transactions. We cannot predict whether foreign currency exchange risks inherent in doing business in foreign countries will have a
material adverse effect on our operations and financial results in the future. Further, global economic conditions may cause volatility
and disruptions in the capital and credit markets. Negative or uncertain financial and macroeconomic conditions may have a
significant adverse impact on our sales, profitability, and results of operations.
We may need to raise additional funds through debt or equity financings in the future to fund our domestic operations and our
broader corporate initiatives, which would dilute the ownership of our existing shareholders.
If the cash generated by our domestic operations is not sufficient to fund our domestic operations and our broader corporate
initiatives, such as stock repurchases, dividends, acquisitions, and other strategic opportunities, we may need to raise additional funds
through public or private debt or equity financings, or we may need to obtain new credit facilities to the extent we are unable to, or
choose not to, repatriate our overseas cash. Such additional financing may not be available on terms favorable to us, or at all, and any
new equity financings or offerings would dilute our current stockholders’ ownership interests in us. Furthermore, lenders may not
agree to extend us new, additional or continuing credit. The COVID-19 pandemic and its economic impact could result in significant
or sustained disruption of global financial markets, thereby reducing our ability to access capital. In any such case, our business,
operating results or financial condition could be adversely impacted.
The withdrawal by the United Kingdom from the European Union could have a material adverse effect on our business, financial
position, liquidity and results of operations.
We conduct a significant portion of our business in the European Union (“EU”) and in June 2016, voters approved the
withdrawal of the United Kingdom (“U.K.”) from the EU (also referred to as “Brexit”). The U.K. left the EU on January 31, 2020, and
is currently in an 11-month transition period following which it will leave the single market and customs union pursuant to terms of a
trade agreement currently being negotiated by the U.K. and the EU. The terms of this trade agreement are uncertain, and the political
and economic instability created by Brexit caused and may continue to cause significant volatility in global markets. Further, the terms
ultimately reached may result in greater restrictions on imports and exports between the U.K. and EU countries, a fluctuation in
currency exchange rates and increased regulatory complexities. The impact of the withdrawal of the U.K. may adversely affect
business activity, political stability and economic conditions in the U.K., the EU and elsewhere. Such developments and their ultimate
impact, or the perception that any of these developments are likely to occur, could have a material adverse effect on economic growth
or business activity in the U.K., the Eurozone, or the EU, and could result in the relocation of businesses, cause business interruptions,
lead to economic recession or depression, and impact the stability of the financial markets, availability of credit, political systems or
financial institutions and the financial and monetary system.
Such developments could have a material adverse effect on our business, financial position, liquidity and results of
operations. The uncertainty concerning the terms of the exit could also have a negative impact on the growth of the European
economy and cause greater volatility in all of the global currencies that we currently use to transact business.
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We rely heavily on information technology systems that, if not properly functioning, could materially adversely affect our business.
We rely on our information technology systems to process, analyze, and manage data to facilitate the purchase, manufacture,
and distribution of our products, as well as to receive, process, bill, and ship orders on a timely basis. A significant disruption or
failure in the design, operation, security or support of our information technology systems could significantly disrupt our business.
Our information technology systems may be subject to cyber attacks, security breaches or computer hacking. Experienced
computer programmers and hackers may be able to penetrate our security controls and misappropriate or compromise sensitive
personal, proprietary or confidential information, create system disruptions or cause shutdowns. They also may be able to develop and
deploy viruses, worms and other malicious software programs that attack our systems or otherwise exploit any security vulnerabilities.
Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as
user names, passwords or other information in order to gain access to our customers’ data or our data, including our intellectual
property and other confidential business information, employee information or our information technology systems. Our systems and
the data stored on those systems may also be vulnerable to security incidents or security attacks, acts of vandalism or theft,
coordinated attacks by activist entities, misplaced or lost data, human errors, or other similar events that could negatively affect our
systems and its data, as well as the data of our business partners. Further, third parties, such as hosted solution providers, that provide
services to us, could also be a source of security risk in the event of a failure of their own security systems and infrastructure.
The costs to mitigate or address security threats and vulnerabilities before or after a cyber incident could be significant. Our
remediation efforts may not be successful and could result in interruptions, delays or cessation of service, and loss of existing or
potential suppliers or customers. In addition, breaches of our security measures and the unauthorized dissemination of sensitive
personal, proprietary or confidential information about us, our business partners or other third parties could expose us to significant
potential liability and reputational harm. As threats related to cyber attacks develop and grow, we may also find it necessary to make
further investments to protect our data and infrastructure, which may impact our profitability. As a global enterprise, we could also be
negatively impacted by existing and proposed laws and regulations, as well as government policies and practices related to
cybersecurity, privacy, data localization and data protection.
Our products may be found to be defective or our services performed may result in equipment or product damage and, as a result,
warranty and/or product liability claims may be asserted against us.
We sell many of our components at prices that are significantly lower than the cost of the equipment or other goods in which
they are incorporated. Since a defect or failure in a product could give rise to failures in the equipment that incorporates them, we may
face claims for damages that are disproportionate to the revenues and profits we receive from the components involved in the claims.
While we typically have provisions in our agreements with our suppliers that hold the supplier accountable for defective products, and
we and our suppliers generally exclude consequential damages in our standard terms and conditions, our ability to avoid such
liabilities may be limited as a result of various factors, including the inability to exclude such damages due to the laws of some of the
countries where we do business. Our business could be adversely affected as a result of a significant quality or performance issues in
the components sold by us if we are required to pay for the damages. Although we have product liability insurance, such insurance is
limited in coverage and amount.
Substantial defaults by our customers on our accounts receivable or the loss of significant customers could have a significant
negative impact on our business.
We extend credit to our customers. The failure of a significant customer or a significant group of customers to timely pay all
amounts due could have a material adverse effect on our financial condition and results of operations. The extension of credit involves
considerable judgment and is based on management’s evaluation of factors that include such things as a customer’s financial
condition, payment history, and the availability of collateral to secure customers’ receivables.
Failure to successfully implement our growth initiatives, or failure to realize the benefits expected from these initiatives if
implemented, may create ongoing operating losses or otherwise adversely affect our business, operating results and financial
condition.
Our growth strategy focuses on expanding our healthcare and our power conversion businesses. In 2015, we acquired certain
assets, including inventory, receivables, fixed assets and certain other assets, of International Medical Equipment and Services, Inc.
(“IMES”) and launched Power and Microwave Technologies Group (“PMT”), which combines our core engineered solutions, power
grid and microwave tube business with new RF and power technologies. We may be unable to implement our growth initiatives or
reach profitability in the near future or at all, due to many factors, including factors outside of our control. If our investments in these
growth initiatives do not yield anticipated returns for any reason, our business, operating results and financial condition may be
adversely affected.
9
We may not be successful in identifying, consummating and integrating future acquisitions.
As part of our growth strategy, our intent is to acquire additional businesses or assets. We may not be able to identify
attractive acquisition candidates or complete the acquisition of identified candidates at favorable prices and upon advantageous terms.
Also, acquisitions are accompanied by risks, such as potential exposure to unknown liabilities and the possible loss of key employees
and customers of the acquired business. In addition, we may not obtain the expected benefits or cost savings from acquisitions.
Acquisitions are subject to risks associated with financing the acquisition, and integrating the operations, personnel and systems of the
acquired businesses. If any of these risks materialize, they may result in disruptions to our business and the diversion of management
time and attention, which could increase the costs of operating our existing or acquired businesses or negate the expected benefits of
the acquisitions.
Economic weakness and uncertainty could adversely affect our revenues and gross margins.
Our revenues and gross profit margins depend significantly on global economic conditions, the demand for our products and
services and the financial condition of our customers. Economic weakness and uncertainty have in the past, and may in the future,
result in decreased revenues and gross profit margins. Economic uncertainty also makes it more difficult for us to forecast overall
supply and demand with a great deal of confidence. Financial turmoil affecting the banking system and financial markets could result
in tighter credit markets and lower levels of liquidity in some financial markets. The effects of a tightened credit environment could
include the insolvency of key vendors or their inability to obtain credit to finance development and/or manufacture products resulting
in product delays as well as the inability of customers to obtain credit to finance operations and/or customer insolvencies. Spending
and the timing thereof by our customers may have a significant impact on our results and, where such spending is delayed or
cancelled, it could have a material negative impact on our operating results. Current global economic conditions remain uncertain and
challenging. Weakness in the markets in which we operate could negatively impact our revenue and operating expenses, and
consequently have a material adverse effect on our business, financial condition and results of operations.
Our operating results during fiscal 2020 and fiscal 2019 reflected a net loss, while we reported net income for fiscal 2018.
There can be no assurance that we will experience recovery in the near future; nor is there any assurance that such worldwide
economic volatility experienced recently will not continue.
Major disruptions to our logistics capability or to the operations of our key vendors or customers could have a material adverse
impact on our operations.
We operate our global logistics services through specialized and centralized distribution centers. We depend on third party
transportation service providers for the delivery of products to our customers. A major interruption or disruption in service at any of
our distribution centers, or a disruption at the operations of any of our significant vendors or customers, for any reason, including
reasons beyond our control (such as natural disasters, pandemics (such as the outbreak of a novel strain of coronavirus, now known as
COVID-19), work stoppages, power loss, cyber attacks, incidents of terrorism or other significant disruptions of services from our
third party providers) could cause cancellations or delays in a significant number of shipments to customers and, as a result, could
have a severe impact on our business, operations and financial performance.
In December 2019, an outbreak of COVID-19 virus originated in Wuhan, China, and has since spread to a number of other
countries, including the United States. The outbreak and actions taken by the Chinese government resulted in travel restrictions and
extended shutdowns of certain businesses in the region. As a result, we experienced cancellations and delays in shipments to our
customers in China as well as receiving shipments from our vendors in China during our third and fourth quarters of fiscal 2020. On
January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency and the risks to the international
community as the virus spreads globally. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the
rapid increase in global exposure. In response, the governments of many countries, states, cities and other geographic regions
(including areas in which we have operations) took preventative or protective actions, such as imposing restrictions on business
operations and requiring individuals to stay at home. As the impact of the spread of the COVID-19 outbreak continues to be felt, our
ability to meet customer demands for products may be impaired or, similarly, our customers may experience adverse business
consequences due to COVID-19. A resulting reduced demand for products or impaired ability to meet customer demand (including
disruptions at our transportation service providers or vendors) could cause a material adverse effect on our business, operations and
financial performance. Even after the COVID-19 pandemic subsides, we may experience adverse impacts to our business and
financial results due to any economic recession or depression that has occurred, and due to any major public health crises that may
occur in the future. This is a very dynamic situation and we cannot at this time reasonably estimate the scope of its impact on our
employees, operations, suppliers, or customers, or the full extent to which COVID-19 could continue to affect the global economy and
our results. The potential effects of COVID-19 also could impact many of our risk factors described herein; however, as this is an
unprecedented and changing situation, the potential impacts to such risk factors remain uncertain.
10
Our business and results of operations are subject to a broad range of uncertainties arising out of world and domestic events.
Our business and results of operations are subject to uncertainties arising out of world and domestic events. These
uncertainties may include a global economic slowdown, pandemics and other public health issues (including the COVID-19
pandemic), natural disasters, military action, terrorist activities, political and social turmoil, civil unrest and other crises. Such
conditions may impact customer demand as well as our suppliers’ ability to supply us with necessary materials and, ultimately, may
have an impact on our business, financial condition, results and stock price.
We may be subject to intellectual property rights claims, which are costly to defend, could require payment of damages or licensing
fees, and/or could limit our ability to use certain technologies in the future.
Substantial litigation and threats of litigation regarding intellectual property rights exist in the display systems and electronics
industries. From time to time, third parties, including certain companies in the business of acquiring patents with the intention of
aggressively seeking licensing revenue from purported infringers, may assert patent and/or other intellectual property rights to
technologies that are important to our business. In any dispute involving products that we have sold, our customers could also become
the target of litigation. We are obligated in many instances to indemnify and defend our customers if the products we sell are alleged
to infringe any third party’s intellectual property rights. In some cases, depending on the nature of the claim, we may be able to seek
indemnification from our suppliers for our self and our customers against such claims, but there is no assurance that we will be
successful in obtaining such indemnification or that we are fully protected against such claims. Any infringement claim brought
against us, regardless of the duration, outcome or size of damage award, could result in substantial cost, divert our management’s
attention, be time consuming to defend, result in significant damage awards, cause product shipment delays, or require us to enter into
royalty or other licensing agreements. See Note 12 “Risks and Uncertainties” of the notes to our consolidated financial statements in
Part II, Item 8 of this Annual Report on Form 10-K for further information regarding specific legal matters related to our patents.
Additionally, if an infringement claim is successful we may be required to pay damages or seek royalty or license
arrangements which may not be available on commercially reasonable terms. The payment of any such damages or royalties may
significantly increase our operating expenses and harm our operating results and financial condition. Also, royalty or license
arrangements may not be available at all. We may have to stop selling certain products or certain technologies, which could affect our
ability to compete effectively.
Potential lawsuits, with or without merit, may divert management’s attention, and we may incur significant expenses in our
defense. In addition, we may be required to pay damage awards or settlements, become subject to injunctions or other equitable
remedies, or determine to abandon certain lines of business, that may cause a material adverse effect on our results of operations,
financial position, and cash flows.
If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls over
financial reporting, we may not be able to detect fraud or report our financial results accurately or timely.
An effective internal control environment is necessary for us to produce reliable financial reports and is an important part of
our effort to prevent financial fraud. We are required to periodically evaluate the effectiveness of the design and operation of our
internal controls over financial reporting. Based on these evaluations, we may conclude that enhancements, modifications, or changes
to internal controls are necessary or desirable. While management evaluates the effectiveness of our internal controls on a regular
basis, these controls may not always be effective. There are inherent limitations on the effectiveness of internal controls, including
fraud, collusion, management override, and failure in human judgment. In addition, control procedures are designed to reduce rather
than eliminate business risks.
If we fail to maintain an effective system of internal controls, or if management or our independent registered public
accounting firm discovers material weaknesses in our internal controls, we may be unable to produce reliable financial reports or
prevent fraud. In addition, we may be subject to sanctions or investigation by regulatory authorities, such as the Securities and
Exchange Commission or NASDAQ. Any such actions could result in an adverse reaction in the financial markets due to a loss of
confidence in the reliability of our financial statements.
If we are deemed to be an investment company, we will be required to meet burdensome compliance requirements and restrictions
on our activities.
We currently have significant cash and investments. If we are deemed to be an “investment company” as defined under the
Investment Company Act of 1940 (the “Investment Company Act”), the nature of our investments may be subject to various
restrictions. We do not believe that our principal activities subject us to the Investment Company Act. If we are deemed to be subject
to the Investment Company Act, compliance with required additional regulatory burdens would increase our operating expenses.
11
The company recorded a non-cash impairment charge for the full value of our goodwill and there remains the risk of possible
additional future identifiable intangible asset impairment, which could reduce the value of our assets and reduce our net income in
the year in which the write-off occurs.
In the fourth quarter of fiscal 2019, the Company recorded a non-cash goodwill impairment charge of $6.3 million for the full
amount of the goodwill associated with the IMES reporting unit. The impairment resulted from fourth quarter events that decreased
the forecasted future cash flows and the fair value of the IMES reporting unit below its carrying value as of the March 3, 2019 testing
date. Refer to Note 7 “Goodwill and Intangible Assets” of the notes to our consolidated financial statements in Part II, Item 8 of this
Annual Report on Form 10-K. Our remaining intangible assets could become impaired, which could reduce the value of our assets
and reduce our net income in the year in which the write-off occurs. We ascribe value to certain intangible assets, which consist of
customer lists and trade names resulting from acquisitions. An impairment charge on intangible assets would be incurred in the event
that the fair value of the intangible assets are less than their current carrying values. We evaluate whether events have occurred that
indicate all, or a portion, of the carrying amount of intangible assets may no longer be recoverable. If this is the case, an impairment
charge to earnings would be necessary.
We may incur substantial operational costs or be required to change our business practices to comply with the General Data
Protection Regulation and similar regulations.
The EU adopted the General Data Protection Regulation (“GDPR”) which went into effect in May 2018. The GDPR includes
operational requirements for companies that receive or process personal data of residents of the European Union, including more
robust documentation requirements for data protection compliance programs. Specifically, the GDPR introduced numerous privacy-
related changes for companies operating in the EU, including greater control for data subjects, increased data portability for EU
consumers, and data breach notification requirements.
Complying with the GDPR may cause us to incur substantial operational costs or require us to change our business practices
in ways that we cannot currently predict. Despite our efforts to bring our practices into compliance with the GDPR, we may not be
successful. Non-compliance could result in proceedings against us by governmental entities, customers, data subjects or others. Fines
of up to 20 million euros or up to 4% of the annual global revenue of the noncompliant company, whichever is greater, may be
imposed for violations of certain of the GDPR’s requirements.
In addition, several other jurisdictions in the U.S. and around the world have recently enacted privacy laws or regulations
similar to GDPR. For instance, California enacted the California Consumer Privacy Act (“CCPA”), which was effective January 1,
2020 and which gives consumers many of the same rights as those available under GDPR. Several laws similar to the CCPA have
been proposed in the United States at both the federal and state level. The effects of the GDPR, the CCPA and other data privacy laws
and regulations may be significant, and may require us to modify our data processing practices and policies and to incur substantial
costs and expenses in an effort to comply. Any actual or perceived failures to comply with the GDPR, the CCPA or other data privacy
laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations,
claims, and proceedings by governmental entities and private parties, damages for contract breach, and other significant costs,
penalties, and other liabilities, as well as harm to our reputation and market position.
Our international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt
practices, the violation of which could adversely affect our operations.
We are subject to applicable export control laws and regulations of the United States and other countries. United States laws
and regulations applicable to us include the Arms Export Control Act, the International Traffic in Arms Regulations (“ITAR”), the
Export Administration Regulations (“EAR”) and the trade and trade sanctions laws and regulations administered by the Office of the
United States Trade Representative and the United States Department of the Treasury’s Office of Foreign Assets Control. The import
and export of our products are subject to international trade agreements, the modification or repeal of which could impact our
business. The U.S. government agencies responsible for administering EAR and ITAR have significant discretion in the interpretation
and enforcement of these regulations. Violations of these laws or regulations could result in significant additional sanctions including
fines, more onerous compliance requirements, more extensive debarments from export privileges, loss of authorizations needed to
conduct aspects of our international business and criminal penalties and may harm our ability to enter contracts with customers who
have contracts with the U.S. government. A violation of the laws or the regulations enumerated above could materially adversely
affect our business, financial condition and results of operations.
New tariffs and the evolving trade policy dispute between the United States and China may adversely affect our business.
The U.S. government has made statements and taken certain actions that have led to, and may lead to, further changes to U.S.
and international trade policies, including recently imposed tariffs affecting certain products exported by a number of U.S. trading
12
partners, including China. There remains uncertainty regarding tax and trade policies, border adjustments, tariffs and government
regulations affecting trade between the U.S. and other countries.
For example, during 2018, the U.S. and China each imposed new tariffs, and announced further proposed tariffs, on various
products imported from China and the U.S., respectively. Between July 2018 and September 2018, the Office of the United States
Trade Representative imposed tariffs of 10% and 25% on three product lists totaling approximately $250 billion in Chinese imports.
These lists include some of our products. The U.S. government has also indicated a readiness to further expand the scope of the tariffs
on Chinese goods and, in May 2019, there was an announcement of the United States government’s imposition of a 25% tariff on a
range of products exported from China to the U.S. on or after May 10, 2019. China thereafter announced a plan to impose tariffs on
imports to China of a wide range of American products, in retaliation for the American tariffs. In January 2020, China and the U.S.
entered the first phase of an economic and trade agreement. There is no assurance that a broader trade agreement will be successfully
negotiated between the U.S. and China to reduce or eliminate existing tariffs applicable to the business of the Company.
Furthermore, the current U.S. administration may impose additional tariffs on imports from China and there is also a concern
that the imposition of additional tariffs by the United States could result in the adoption of tariffs by other countries as well. It is
possible that further tariffs may be imposed on imports of our products, or that our business will be impacted by retaliatory trade
measures taken by China or other countries in response to existing or future tariffs, causing us to raise prices or make changes to our
operations, any of which could adversely impact demand for our products, our costs, customers, suppliers and/or the United States
economy or certain sectors thereof and, thus, to adversely impact our businesses and results of operations.
Given the uncertainty regarding the scope and duration of the effective and proposed tariffs, as well as the potential for
additional trade actions by the U.S. or other countries, the impact on our operations and results is uncertain and could be significant.
We can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be
successful. To the extent that our supply chain, costs, sales or profitability are negatively affected by the tariffs or other trade actions,
our business, financial condition and results of operations may be materially adversely affected.
ITEM 1B. Unresolved Staff Comments
None.
13
ITEM 2. Properties
The Company owns one facility and leases 28 facilities. We own our corporate facility and largest distribution center, which
is located on approximately 100 acres in LaFox, Illinois and consists of approximately 242,000 square feet of manufacturing,
warehouse and office space. We maintain geographically diverse facilities because we believe this provides value to our customers
and suppliers, and limits market risk and exchange rate exposure. We believe our properties are well maintained and adequate for our
present needs. The extent of utilization varies from property to property and from time to time during the year.
Our facility locations, their primary use and segments served are as follows:
Location
Woodland Hills, California
LaFox, Illinois *
Marlborough, Massachusetts
Fort Mill, South Carolina
Murray, Utah
Sao Paulo, Brazil
Beijing, China
Nanjing, China
Shanghai, China
Shenzhen, China
Brive, France
Nanterre, France
Donaueschingen, Germany
Puchheim, Germany
Mumbai, India
Ramat Gan, Israel
Florence, Italy **
Milan, Italy
Tokyo, Japan
Mexico City, Mexico
Amsterdam, Netherlands
Singapore, Singapore
Seoul, South Korea
Madrid, Spain
Taipei, Taiwan
Bangkok, Thailand
Dubai, United Arab Emirates
Hook, United Kingdom
Lincoln, United Kingdom
Leased/Owned
Leased
Owned
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Use
Sales
Corporate/Sales/Distribution/Manufacturing
Sales/Distribution/Manufacturing
Sales/Distribution/Testing/Repair
Sales/Testing/Repair
Sales/Distribution
Sales
Sales
Sales/Distribution
Sales
Manufacturing Support/Testing
Sales
Sales/Distribution/Manufacturing
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales/Distribution/Manufacturing
Sales/Distribution
Sales
Sales
Sales
Sales/Distribution
Sales/Distribution/Testing/Repair
Sales/Distribution/Testing/Repair
Sales
*
**
LaFox, Illinois is also the location of our corporate headquarters.
Sold building June 12, 2017, currently lease separate facility.
ITEM 3. Legal Proceedings
Segment
PMT
PMT/Canvys/Healthcare
Canvys
Healthcare
Healthcare
PMT
PMT
PMT
PMT
PMT
PMT
PMT
Canvys
PMT
PMT
PMT
PMT
PMT
PMT
PMT
PMT/Healthcare
PMT
PMT
PMT
PMT/Canvys
PMT
PMT
PMT
PMT/Canvys
On October 15, 2018, Varex Imaging Corporation (“Varex”) filed its original Complaint (Case No. 1:18-cv-06911) against
Richardson Electronics Ltd. (“Richardson”) in the Northern District of Illinois, which was subsequently amended on November 27,
2018. Varex alleged counts of infringement of U.S. Patent Nos. 6,456,692 and 6,519,317. Subsequently, on October 24, 2018, Varex
filed a motion for preliminary injunction to stop the sale of Richardson’s ALTA750 TM product. Richardson filed an opposition to the
preliminary injunction. In January 2019, the Court took evidence on the preliminary injunction issue. On September 30, 2019, the
Court denied Varex’s Motion for Preliminary Injunction. Richardson believes the lawsuit to be without merit and a loss is not
probable or estimable based on the information at the time the financial statements were issued.
14
ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
Unregistered Sales of Equity Securities
None.
Share Repurchases
There were no share repurchases in fiscal 2020.
Dividends
Our quarterly dividend was $0.06 per common share and $0.054 per Class B common share. Annual dividend payments were
approximately $3.1 million for both fiscal 2020 and fiscal 2019. All future payments of dividends are at the discretion of the Board of
Directors. Dividend payments will depend on earnings, capital requirements, operating conditions and such other factors that the
Board may deem relevant.
Common Stock Information
Our common stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the trading symbol (“RELL”).
There is no established public trading market for our Class B common stock. As of July 27, 2020, there were approximately 491
stockholders of record for the common stock and approximately 15 stockholders of record for the Class B common stock.
15
Performance Graph
The following graph compares the performance of our common stock for the periods indicated with the performance of the
NASDAQ Composite Index and NASDAQ Electronic Components Index. The graph assumes $100 invested on the last day of our
fiscal year 2015, in our common stock, the NASDAQ Composite Index and NASDAQ Electronic Components Index. Total return
indices reflect reinvestment of dividends at the closing stock prices at the date of the dividend declaration.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Richardson Electronics, Ltd., the NASDAQ Composite Index
and the NASDAQ Electronic Components Index
$250
$200
$150
$100
$50
$0
5/30/15
5/28/16
5/27/17
6/2/18
6/1/19
5/30/20
Richardson Electronics, Ltd.
NASDAQ Composite
NASDAQ Electronic Components
*$100 invested on 5/30/15 in stock or 5/31/15 in index, including reinvestment of dividends.
Indexes calculated on month-end basis.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Richardson Electronics, Ltd., the NASDAQ Composite Index and the NASDAQ Electronic Components Index $250 $200 $150 $100 $50 $0 5/30/15 5/28/16 5/27/17 6/2/18 6/1/19 5/30/20 Richardson Electronics, Ltd. NASDAQ Composite NASDAQ Electronic Components *$100 invested on 5/30/15 in stock or 5/31/15 in index, including reinvestment of dividends. Indexes calculated on month-end basis.
16
ITEM 6. Selected Financial Data
Five-Year Financial Review
This information should be read in conjunction with our consolidated financial statements, accompanying notes, and
Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere herein.
Fiscal Year Ended (1)
(in thousands, except per share amounts )
June 2,
2018
May 27,
2017
June 1,
2019
May 28,
2016
May 30,
2020
Statements of (Loss) Income
Net sales
Continuing Operations
(Loss) income from continuing operations before tax
Income tax provision
(Loss) income from continuing operations
Discontinued Operations
Income from discontinued operations
Net (loss) income
Per Share Data
Net (loss) income per Common share - Basic:
(Loss) income from continuing operations
Income from discontinued operations
Total net (loss) income per Common share - Basic
Net (loss) income per Class B common share - Basic:
(Loss) income from continuing operations
Income from discontinued operations
Total net (loss) income per Class B common
share - Basic
Net (loss) income per Common share - Diluted:
(Loss) income from continuing operations
Income from discontinued operations
Total net (loss) income per Common share - Diluted
Net (loss) income per Class B common share - Diluted:
(Loss) income from continuing operations
Income from discontinued operations
Total net (loss) income per Class B common
share - Diluted
Cash Dividend Data
Dividends per common share
Dividends per Class B common share (2)
Balance Sheet Data
Total assets
Stockholders’ equity
$
155,898 $
166,652 $
163,212 $
136,872 $
142,016
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
(1,214) $
624
(1,838) $
(6,311) $
1,017
(7,328) $
3,860 $
1,534
2,326 $
(6,116) $
812
(6,928) $
(6,220)
546
(6,766)
— $
(1,838) $
— $
(7,328) $
1,496 $
3,822 $
— $
(6,928) $
—
(6,766)
(0.14) $
—
(0.14) $
(0.57) $
—
(0.57) $
0.18 $
0.12
0.30 $
(0.55) $
—
(0.55) $
(0.13) $
—
(0.51) $
—
0.16 $
0.11
(0.49) $
—
(0.53)
—
(0.53)
(0.47)
—
(0.13) $
(0.51) $
0.27 $
(0.49) $
(0.47)
(0.14) $
—
(0.14) $
(0.57) $
—
(0.57) $
0.18 $
0.12
0.30 $
(0.55) $
—
(0.55) $
(0.13) $
—
(0.51) $
—
0.16 $
0.11
(0.49) $
—
(0.53)
—
(0.53)
(0.47)
—
(0.13) $
(0.51) $
0.27 $
(0.49) $
(0.47)
0.24 $
0.22 $
0.24 $
0.22 $
0.24 $
0.22 $
0.24 $
0.22 $
0.24
0.22
150,720 $
118,660 $
153,017 $
123,757 $
166,329 $
135,181 $
157,464 $
132,327 $
168,130
141,675
(1) Our fiscal year ends on the Saturday nearest the end of May. Each of the fiscal years presented contain 52/53 weeks.
(2)
The dividend per Class B common share is 90% of the dividend per Class A common share.
17
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and related notes.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to assist the
reader in better understanding our business, results of operations, financial condition, changes in financial condition, critical
accounting policies and estimates and significant developments. MD&A is provided as a supplement to, and should be read in
conjunction with, our consolidated financial statements and the accompanying notes appearing elsewhere in this filing. This section is
organized as follows:
•
•
•
Business Overview
Results of Operations - an analysis and comparison of our consolidated results of operations for the fiscal years ended
May 30, 2020, June 1, 2019 and June 2, 2018, as reflected in our consolidated statements of comprehensive (loss)
income.
Liquidity, Financial Position and Capital Resources - a discussion of our primary sources and uses of cash for the
fiscal years ended May 30, 2020, June 1, 2019 and June 2, 2018, and a discussion of changes in our financial position.
Business Overview
Richardson Electronics, Ltd. is a leading global provider of engineered solutions, power grid and microwave tubes and
related consumables; power conversion and RF and microwave components; high value flat panel detector solutions, replacement
parts, tubes and service training for diagnostic imaging equipment; and customized display solutions. We serve customers in the
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.
Some of the Company's products are manufactured in China and are imported into the United States. The Office of the
United States Trade Representative ("USTR") instituted additional 10% to 25% tariffs on the importation of a number of products into
the United States from China effective July 6, 2018, with additional products added August 23, 2018 and September 24, 2018. These
additional tariffs are a response to what the USTR considers to be certain unfair trade practices by China. A number of the Company's
products manufactured in China are now subject to these additional duties of 25% when imported into the United States.
Management is currently working with its suppliers as well as its customers to help outline and, where possible, mitigate the
impact of the new tariffs on our customers’ markets. However, if the Company is unable to successfully pass through the additional
cost of these tariffs, or if the higher prices reduce demand for the Company's products, it will have a negative effect on the Company's
sales and gross margins.
We have three operating and reportable segments, which we define as follows:
Power and Microwave Technologies Group (“PMT”) combines our core engineered solutions capabilities, power grid and
microwave tube business with new RF, Wireless and Power disruptive technologies. As a designer, manufacturer, technology partner
and authorized distributor, PMT’s strategy is to provide specialized technical expertise and engineered solutions based on our core
engineering and manufacturing capabilities on a global basis. We provide solutions and add value through design-in support, systems
integration, prototype design and manufacturing, testing, logistics and aftermarket technical service and repair—all through our
existing global infrastructure. PMT’s focus is on products for power, RF and microwave applications for customers in 5G, alternative
energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific and semiconductor markets. PMT focuses
on various applications including broadcast transmission, CO2 laser cutting, diagnostic imaging, dielectric and induction heating, high
energy transfer, high voltage switching, plasma, power conversion, radar and radiation oncology. PMT also offers its customers
technical services for both microwave and industrial equipment.
Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical
original equipment manufacturers markets. Our engineers design, manufacture, source and support a full spectrum of solutions to
match the needs of our customers. We offer long term availability and proven custom display solutions that include touch screens,
protective panels, custom enclosures, All-In-One computers, specialized cabinet finishes and application specific software packages
and certification services. Our volume commitments are lower than the large display manufacturers, making us the ideal choice for
companies with very specific design requirements. We partner with both private label manufacturing companies and leading branded
hardware vendors to offer the highest quality display and touch solutions and customized computing platforms.
18
Healthcare manufactures, repairs, refurbishes and distributes high value replacement parts and equipment for the healthcare
market including hospitals, medical centers, asset management companies, independent service organizations and multi-vendor
service providers. Products include diagnostic imaging replacement parts for CT and MRI systems; replacement CT and MRI tubes;
CT service training; MRI coils, cold heads and RF amplifiers; hydrogen thyratrons, klystrons, magnetrons; flat panel detector
upgrades; pre-owned CT systems; and additional replacement solutions currently under development for the diagnostic imaging
service market. Through a combination of newly developed products and partnerships, service offerings and training programs, we
believe we can help our customers improve efficiency and deliver better clinical outcomes while lowering the cost of healthcare
delivery.
We currently have operations in the following major geographic regions: North America, Asia/Pacific, Europe and Latin
America.
Results of Operations
Overview - Fiscal Year Ended May 30, 2020
•
•
•
•
•
•
•
•
Fiscal 2020 and fiscal 2019 both contained 52 weeks.
Net sales during fiscal 2020 were $155.9 million, down 6.5%, compared to net sales of $166.7 million during fiscal
2019.
Gross margin was 31.9% of net sales during fiscal 2020, compared to 31.0% of net sales during fiscal 2019.
Selling, general and administrative expenses were $51.3 million, or 32.9% of net sales, during fiscal 2020, compared to
$52.2 million, or 31.3% of net sales, during fiscal 2019.
Impairment of goodwill, a non-cash item, was $6.3 million during fiscal 2019.
Operating loss during fiscal 2020 was $1.7 million, compared to operating loss of $6.8 million during fiscal 2019.
Excluding the impairment of goodwill, operating loss during fiscal 2019 was $0.5 million.
Other income during fiscal 2020 was $0.4 million, compared to other income of $0.5 million during fiscal 2019.
Net loss during fiscal 2020 was $1.8 million, compared to net loss of $7.3 million during fiscal 2019.
Net Sales and Gross Profit Analysis
Net sales by segment and percent change for fiscal 2020, fiscal 2019 and fiscal 2018 were as follows (in thousands):
Net Sales
PMT
Canvys
Healthcare
Total
FY 2020 FY 2019 FY 2018
$ 118,480 $ 128,902 $ 128,296
26,683
8,233
$ 155,898 $ 166,652 $ 163,212
28,926
8,492
27,968
9,782
FY20 vs. FY19
% Change
FY19 vs. FY18
% Change
(8.1%)
3.4%
(13.2%)
(6.5%)
0.5%
4.8%
18.8%
2.1%
During fiscal 2020, consolidated net sales decreased by 6.5% compared to fiscal 2019. Sales for PMT decreased by 8.1%,
Canvys sales increased by 3.4% and Healthcare sales decreased by 13.2%. During fiscal 2019, consolidated net sales increased by
2.1% compared to fiscal 2018. Sales for PMT increased by 0.5%, Canvys sales increased by 4.8% and Healthcare sales increased by
18.8%.
Gross profit by segment and percent of segment net sales for fiscal 2020, fiscal 2019 and fiscal 2018 were as follows (in
thousands):
Gross Profit
PMT
Canvys
Healthcare
Total
FY 2020
FY 2019
FY 2018
$ 38,288
9,313
2,072
$ 49,673
32.3% $ 40,254
9,085
32.2%
24.4%
2,396
31.9% $ 51,735
31.2% $ 43,254
8,410
32.5%
24.5%
3,418
31.0% $ 55,082
33.7%
31.5%
41.5%
33.7%
19
Gross profit reflects the distribution and manufacturing product margin less manufacturing variances, inventory obsolescence
charges, customer returns, scrap and cycle count adjustments, engineering costs and other provisions.
Consolidated gross profit was $49.7 million during fiscal 2020, compared to $51.7 million during fiscal 2019. Consolidated
gross margin as a percentage of net sales increased to 31.9% during fiscal 2020, from 31.0% during fiscal 2019, mainly due to PMT
improved product mix and manufacturing efficiencies. Gross margin during fiscal 2020 included expense related to inventory
provisions for PMT of $0.6 million, $0.1 million for Canvys and $0.3 million for Healthcare.
Consolidated gross profit was $51.7 million during fiscal 2019, compared to $55.1 million during fiscal 2018. Consolidated
gross margin as a percentage of net sales decreased to 31.0% during fiscal 2019, from 33.7% during fiscal 2018. Gross margin during
fiscal 2019 included expense related to inventory provisions for PMT of $0.7 million, $0.1 million for Canvys and $0.3 million for
Healthcare. Gross margin during fiscal 2019 also included $1.6 million in under absorption of manufacturing costs primarily related to
the slowdown in the semi-wafer fab equipment market. Gross margin during fiscal 2018 included expense related to inventory
provisions for PMT of $0.6 million, $0.1 million for Canvys and $0.1 million for Healthcare. Additionally, gross margin during fiscal
2018 included over absorption of manufacturing costs.
Power and Microwave Technologies Group
Net sales for PMT decreased 8.1% to $118.5 million during fiscal 2020, from $128.9 million during fiscal 2019. This
decrease was mainly due to a slowdown in the MRO replacement tube market and COVID-19 related market decline but was partially
offset by growth in 5G and other RF and Power markets from new technology suppliers in our Power and Microwave Group (PMG).
Gross margin as a percentage of net sales increased to 32.3% during fiscal 2020 as compared to 31.2% during fiscal 2019, primarily
due to an improved product mix and manufacturing efficiencies.
Net sales for PMT increased 0.5% to $128.9 million during fiscal 2019, from $128.3 million during fiscal 2018. This increase
was led by growth in market share in some electron device products as well as major growth in the 5G and other RF and Microwave
markets from new technology suppliers somewhat offset by lower sales from the decline in the semi-wafer fab equipment market.
Gross margin as a percentage of net sales decreased to 31.2% during fiscal 2019 as compared to 33.7% during fiscal 2018, primarily
due to product mix and manufacturing under absorption.
Canvys – Visual Technology Solutions
Net sales for Canvys increased 3.4% to $28.9 million during fiscal 2020, from $28.0 million during fiscal 2019. Sales were
up due to the addition of new customers and programs as well as increased customer demand in North America. Gross margin as a
percentage of net sales decreased to 32.2% during fiscal 2020 as compared to 32.5% during fiscal 2019, primarily due to product mix
and foreign currency effects.
Net sales for Canvys increased 4.8% to $28.0 million during fiscal 2019, from $26.7 million during fiscal 2018. Sales were
up in North America due to the addition of new customers and programs as well as strong demand from existing customers throughout
the year. Net sales were down in Europe primarily due to foreign currency effects. Gross margin as a percentage of net sales increased
to 32.5% during fiscal 2019 as compared to 31.5% during fiscal 2018, primarily due to product mix and foreign currency effects.
Healthcare
Net sales for Healthcare decreased 13.2% to $8.5 million during fiscal 2020, from $9.8 million during fiscal 2019. The
decrease in sales was primarily due to the COVID-19 global pandemic. Gross margin as a percentage of net sales was 24.4% during
fiscal 2020, nearly flat compared to 24.5% during fiscal 2019. This decrease was primarily due to high scrap expenses associated with
CT tube development and lower sales, partially offset by improved manufacturing efficiencies and favorable product mix.
Net sales for Healthcare increased 18.8% to $9.8 million during fiscal 2019, from $8.2 million during fiscal 2018. The
increase in sales was primarily due to the launch of the new ALTA750 TM CT Tube in FY19 in addition to significant growth in
equipment sales. Gross margin as a percentage of net sales decreased to 24.5% during fiscal 2019, compared to 41.5% during fiscal
2018. This decrease was primarily due an unfavorable product mix in addition to manufacturing absorption and high scrap expenses
associated with the launch of the ALTA750 TM.
20
Sales by Geographic Area
On a geographic basis, our sales are categorized by destination: North America; Asia/Pacific; Europe; Latin America; and
Other.
Net sales by geographic area and percent change for fiscal 2020, fiscal 2019 and fiscal 2018 were as follows (in thousands):
Net Sales
North America
Asia/Pacific
Europe
Latin America
Other (1)
Total
FY 2020 FY 2019 FY 2018
67,662
$
32,607
53,818
9,123
2
$ 155,898 $ 166,652 $ 163,212
65,259 $
32,979
49,394
8,308
(42)
66,228 $
34,681
55,038
10,653
52
FY20 vs. FY19
% Change
FY19 vs. FY18
% Change
(1.5%)
(4.9%)
(10.3%)
(22.0%)
(180.8%)
(6.5%)
(2.1%)
6.4%
2.3%
16.8%
2,500.0%
2.1%
Gross profit by geographic area and percent of geographic net sales for fiscal 2020, fiscal 2019 and fiscal 2018 were as
follows (in thousands):
Gross Profit (Loss)
North America
Asia/Pacific
Europe
Latin America
Other (1)
Total
FY 2020
FY 2019
FY 2018
$ 24,494
10,629
15,483
2,804
(3,737)
$ 49,673
37.5% $ 24,776
10,905
32.2%
17,425
31.3%
3,863
33.8%
(5,234)
31.9% $ 51,735
37.4% $ 25,996
10,794
31.4%
18,071
31.7%
3,602
36.3%
(3,381)
31.0% $ 55,082
38.4%
33.1%
33.6%
39.5%
33.7%
(1) Other primarily includes net sales not allocated to a specific geographical region, unabsorbed value-add costs and other
unallocated expenses.
We sell our products to customers in diversified industries and perform periodic credit evaluations of our customers’
financial condition. Terms are generally on open account, payable net 30 days in North America, and vary throughout Asia/Pacific,
Europe and Latin America. Estimates of credit losses are recorded in the financial statements based on monthly reviews of outstanding
accounts.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (“SG&A”) decreased during fiscal 2020 to $51.3 million from $52.2 million
during fiscal 2019. SG&A as a percentage of sales increased to 32.9% during fiscal 2020 as compared to 31.3% during fiscal 2019.
The decrease in expense was primarily due to lower travel, severance, legal and IT expenses, partially offset by higher employee
compensation expenses.
Selling, general and administrative expenses (“SG&A”) increased during fiscal 2019 to $52.2 million from $51.7 million
during fiscal 2018. SG&A as a percentage of sales decreased to 31.3% during fiscal 2019 as compared to 31.7% during fiscal 2018.
The increase in expense was due to higher legal and severance expense related to two lawsuits litigated during fiscal 2019 and
headcount reductions throughout fiscal 2019. Bad debt expense was also higher in fiscal 2019 compared to fiscal 2018 due to a large
recovery that was collected in fiscal 2018. These increases were mostly offset by lower incentive expenses.
Impairment of Goodwill
In connection with a year-end impairment review of goodwill, the Company recorded a $6.3 million non-cash goodwill
impairment charge in the fourth quarter of fiscal 2019 to write off all the goodwill associated with the IMES acquisition. Refer to Note
7 “Goodwill and Intangible Assets” of the notes to our consolidated financial statements in Part II, Item 8 of this Annual Report on
Form 10-K.
Other Income/Expense
Other income/expense was income of $0.4 million during fiscal 2020, compared to income of $0.5 million during fiscal 2019.
Fiscal 2020 had $0.4 million of investment income. Fiscal 2019 included $0.5 million of investment income, partially offset by less
than $0.1 million of foreign exchange losses. Our foreign exchange gains and losses are primarily due to the translation of U.S. dollars
held in non-U.S. entities. We currently do not utilize derivative instruments to manage our exposure to foreign currency.
21
Income Tax Provision
Our income tax provision from continuing operations during fiscal 2020, fiscal 2019 and fiscal 2018 was $0.6 million, $1.0
million and $1.5 million, respectively. The effective income tax rates from continuing operations during fiscal 2020, fiscal 2019 and
fiscal 2018 were (51.4)%, (16.1)% and 39.7%, respectively. The difference between the effective tax rates as compared to the U.S.
federal statutory rate of 21.0% during fiscal 2020, 21.0% during fiscal 2019 and 29.2% during fiscal 2018 was primarily driven by the
impact of recording a valuation allowance against all of our U.S. state and federal net deferred tax assets, and changes in our
geographical distribution of income (loss).
On December 22, 2017, the U.S. government enacted new tax legislation, Tax Cuts and Jobs Act (the “Act”). The primary
provision of the Act that impacted the Company in fiscal 2019 was a reduction to the U.S. corporate income tax rate from 35% to
21%. The 21% corporate income tax rate was effective January 1, 2018 and is in effect for the Company’s full fiscal 2020 and fiscal
2019 tax years.
The Company is subject to additional requirements of the Act beginning in fiscal 2019. Those provisions include an income
inclusion for global intangible low-taxed income (“GILTI”), a tax determined by base erosion and anti-avoidance tax (“BEAT”)
related to certain payments between a U.S. corporation and foreign related entities, a limitation of certain executive compensation and
a deduction for foreign derived intangible income. The Company has determined its accounting policy to treat the taxes due on GILTI
as a period cost. The Company is not subject to BEAT provision due to the revenue thresholds.
As of May 30, 2020, we had approximately $3.7 million of net deferred tax assets related to federal net operating loss
(“NOL”) carryforwards, compared to $3.1 million as of June 1, 2019. Net deferred tax assets related to domestic state NOL
carryforwards at May 30, 2020 amounted to approximately $3.8 million, compared to $3.9 million at June 1, 2019. Net deferred tax
assets related to foreign NOL carryforwards as of May 30, 2020 totaled approximately $0.3 million with various or indefinite
expiration dates. The amount of net deferred tax assets related to foreign NOL carryforwards was $0.4 million as of June 1, 2019. We
also had a domestic net deferred tax asset of $1.8 million of foreign tax credit carryforwards as of May 30, 2020, compared to $1.8
million as of June 1, 2019. We did not have any alternative minimum tax credit carryforward as of May 30, 2020.
We have historically determined that undistributed earnings of our foreign subsidiaries, to the extent of cash available, will be
repatriated to the U.S. The deferred tax liability on the outside basis difference is now primarily withholding tax on future dividend
distributions. Accordingly, we have reduced the deferred tax liability related to undistributed earnings of our foreign subsidiaries from
$0.2 million in fiscal 2019 to less than $0.1 million in fiscal 2020.
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be
generated to use the existing deferred tax assets. A significant component of objective evidence evaluated was the cumulative income
or loss incurred in each jurisdiction over the three-year period ended May 30, 2020. Such objective evidence limits the ability to
consider subjective evidence such as future income projections. We considered other positive evidence in determining the need for a
valuation allowance in the U.S. including the subpart F and GILTI inclusions of our foreign earnings. The weight of this positive
evidence is not sufficient to outweigh other negative evidence in evaluating our need for a valuation allowance in the U.S. jurisdiction.
As of May 30, 2020, a valuation allowance of $12.3 million was established to record only the portion of the deferred tax
asset that will more likely than not be realized. The valuation allowance as of June 1, 2019 was $11.7 million. We recorded a
valuation allowance for all domestic federal and state net deferred tax assets considering the significant cumulative losses in the U.S.
jurisdiction, the reversal of the deferred tax liability for foreign earnings and no forecast of additional U.S. income. The valuation
allowance also related to deferred tax assets in foreign jurisdictions where historical taxable losses have been incurred. The amount of
the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward
period are increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may
be given to subjective evidence such as our projections for growth.
Income taxes paid, including foreign estimated tax payments, were $1.0 million, $0.3 million and $0.5 million, during fiscal
2020, fiscal 2019 and fiscal 2018, respectively.
In the normal course of business, we are subject to examination by taxing authorities throughout the world. Generally, years
prior to fiscal 2015 are closed for examination under the statute of limitation for U.S. federal, U.S. state and local or non-U.S. tax
jurisdictions. We are currently under examination in Thailand (fiscal 2008 through 2011). Our primary foreign tax jurisdictions are
Germany and the Netherlands. We have tax years open in Germany beginning in fiscal 2015 and the Netherlands beginning in fiscal
2018.
The uncertain tax positions from continuing operations as of both May 30, 2020 and June 1, 2019 were $0.1 million. We
record penalties and interest related to uncertain tax positions in the income tax expense line item within the Consolidated Statements
of Comprehensive (Loss) Income. Accrued interest and penalties are included within the related tax liability line in the Consolidated
Balance Sheets. We have not recorded a liability for interest and penalties as of May 30, 2020 or June 1, 2019. It is not expected that
there will be a change in the unrecognized tax benefits due to the expiration of various statutes of limitations within the next 12
months.
22
Liquidity, Financial Position and Capital Resources
Our operations and cash needs have been primarily financed through cash on hand and investments.
Cash, cash equivalents and investments were $46.5 million at May 30, 2020. Cash, cash equivalents and investments at May
30, 2020, consisted of $30.6 million in North America, $8.3 million in Europe, $0.9 million in Latin America and $6.7 million in
Asia/Pacific. We repatriated a total of $8.5 million to the United States in fiscal 2020 from several of our foreign entities. This amount
includes $4.4 million from our entities in Germany and the Netherlands in the second quarter of fiscal 2020, $1.5 million from our
entity in Japan in the third quarter of fiscal 2020 and $1.0 million from our entity in Italy in the fourth quarter of fiscal 2020. Although
the Tax Cuts and Jobs Act generally eliminated federal income tax on future cash repatriation to the United States, cash repatriation
may be subject to state and local taxes, withholding or similar taxes. See Note 9 “Income Taxes” of the notes to our consolidated
financial statements in Part II, Item 8 of this Annual Report on Form 10-K for further information.
Cash, cash equivalents and investments were $50.0 million at June 1, 2019. Cash, cash equivalents and investments at June 1,
2019, consisted of $21.5 million in North America, $17.8 million in Europe, $0.9 million in Latin America and $9.8 million in
Asia/Pacific. We repatriated $2.3 million total cash from our entities in Japan and Korea in fiscal 2019 and $5.9 million total cash
from our entities in Germany and France in fiscal 2019.
The Company continues to monitor the impact of the COVID-19 outbreak on its supply chain, manufacturing and distribution
operations, customers and employees, as well as the U.S. economy in general. However, due to the uncertainty as to when
governmental restrictions on business will be fully lifted, the impact thereof, and the duration and widespread nature of the COVID-19
outbreak, the Company cannot currently predict the long-term impact on its operations and financial results. The uncertainties
associated with the COVID-19 outbreak include potential adverse effects on the overall economy, the Company’s supply chain,
transportation services, employees and customers. The COVID-19 outbreak could adversely affect the Company’s revenues, earnings,
liquidity and cash flows and may require significant actions in response, including expense reductions. Conditions surrounding
COVID-19 change rapidly and additional impacts of which the Company is not currently aware may arise. Based on past performance
and current expectations, we believe that the existing sources of liquidity, including current cash, will provide sufficient resources to
meet known capital requirements and working capital needs through the next twelve months.
Cash Flows from Operating Activities
Cash flow from operating activities primarily resulted from our net loss adjusted for non-cash items and changes in our
operating assets and liabilities.
Operating activities provided $1.9 million of cash during fiscal 2020. We had net loss of $1.8 million during fiscal 2020,
which included non-cash stock-based compensation expense of $0.7 million associated with the issuance of stock option awards and
restricted stock awards, $1.0 million of inventory provisions and depreciation and amortization expense of $3.4 million associated
with our property and equipment as well as amortization of our intangible assets. Changes in our operating assets and liabilities
resulted in a use of cash of $1.3 million during fiscal 2020, primarily due to the increase in inventories of $5.5 million and the
decrease in accrued liabilities of $0.9 million. These uses of cash were partially offset by the decrease in accounts receivable of $3.9
million, the increase in our accounts payable of $0.6 million and the decrease in prepaid expenses and other assets of $0.6 million. The
majority of the inventory increase was to support our electron tube and Canvys businesses and the impact of COVID-19 on sales. The
decrease in accounts receivable was primarily due to the decrease in sales and better collection of receivables. The increase in our
accounts payable was due to timing of payments for some of our larger vendors for both inventory and services.
Operating activities used $2.6 million of cash during fiscal 2019. We had net loss of $7.3 million during fiscal 2019, which
included non-cash stock-based compensation expense of $0.7 million associated with the issuance of stock option awards and
restricted stock awards, $1.1 million of inventory provisions and depreciation and amortization expense of $3.2 million associated
with our property and equipment as well as amortization of our intangible assets. The Company recorded a non-cash goodwill
impairment charge of $6.3 million for the full amount of the goodwill associated with the IMES reporting unit. Changes in our
operating assets and liabilities resulted in a use of cash of $6.8 million during fiscal 2019, primarily due to the increase in inventories
of $4.2 million, the increase in accounts receivable of $2.0 million and the decrease in our accounts payable of $2.4 million. These
uses of cash were partially offset by the decrease in prepaid expenses and other assets of $0.6 million and the increase in accrued
liabilities of $1.1 million. The inventory increase was due to the ongoing growth of our RF and power technologies business and
growth in CT Tube and component inventory as we prepare for expected ALTA750 TM tube sales growth in the Healthcare market.
The increase in accounts receivable was primarily due to the increase in sales. The decrease in our accounts payable was due to timing
of payments for some of our larger vendors for both inventory and services. The increase in accrued liabilities was primarily due to an
increase in deferred revenues as well as several accrued expenses.
Cash Flows from Investing Activities
The cash flow from investing activities consisted primarily of purchases and maturities of investments and capital
expenditures.
23
Cash used in investing activities of $9.8 million during fiscal 2020 included purchases of investments of $29.0 million and
$1.8 million in capital expenditures, partially offset by the proceeds from the maturities of investments of $21.0 million. Capital
expenditures related primarily to capital used for our IT system, and Healthcare and LaFox manufacturing businesses.
Cash used in investing activities of $11.9 million during fiscal 2019 included purchases of investments of $17.8 million and
$3.9 million in capital expenditures, partially offset by the proceeds from the maturities of investments of $9.8 million. Capital
expenditures relates primarily to our Healthcare growth initiative, a new air conditioner unit for the global headquarters, investments
in our LaFox manufacturing operation and capital used for our IT system.
Our purchases and proceeds from investments consist of time deposits and CDs. Purchasing of future investments may vary
from period to period due to interest and foreign currency exchange rates.
Cash Flows from Financing Activities
The cash flow from financing activities primarily consists of cash dividends paid.
Cash used in financing activities of $3.2 million during fiscal 2020 resulted primarily from cash used to pay dividends,
partially offset by proceeds from the issuance of common stock from stock option exercises.
Cash used in financing activities of $2.8 million during fiscal 2019 resulted primarily from cash used to pay dividends,
partially offset by proceeds from the issuance of common stock from stock option exercises.
All future payments of dividends are at the discretion of the Board of Directors. Dividend payments will depend on earnings,
capital requirements, operating conditions and such other factors that the Board may deem relevant.
Contractual Obligations
Contractual obligations are presented in the table below as of May 30, 2020 (in thousands):
Lease obligations (1)
Less than
1 year
1 - 3
years
4 - 5
years
More than
5 years
Less Interest Total
$
1,653 $
1,697 $
272 $
61 $
(257) $
3,426
(1)
Lease obligations are related to certain warehouse and office facilities under non-cancelable operating leases as well as
financing leases.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles
(“GAAP”) requires management to make significant estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Management continuously evaluates its critical accounting policies and estimates, including
the allowance for doubtful accounts, revenue recognition, inventory obsolescence, goodwill and other intangible assets, loss
contingencies and income taxes. Management bases the estimates on historical experience and on various other assumptions believed
to be reasonable under the circumstances, however, actual results could differ from those estimates.
The policies discussed below are considered by management to be critical to understanding our financial position and the
results of operations. Their application involves significant judgments and estimates in preparation of our consolidated financial
statements. For all of these policies, management cautions that future events rarely develop exactly as forecasted, and the best
estimates routinely require adjustment.
Allowance for Doubtful Accounts
Our allowance for doubtful accounts includes estimated losses that result from uncollectible receivables. The estimates are
influenced by the following: continuing credit evaluation of customers’ financial conditions; aging of receivables, individually and in
the aggregate; a large number of customers which are widely dispersed across geographic areas; and collectability and delinquency
history by geographic area. Significant changes in one or more of these considerations may require adjustments affecting net income
and net carrying value of accounts receivable. The allowance for doubtful accounts was approximately $0.3 million as of both May
30, 2020 and June 1, 2019.
24
Revenue Recognition
Revenue is recognized when control of the promised goods is transferred to our customers, which is simultaneous with the
title transferring to the customer, in an amount that reflects the transaction price consideration that we expect to receive in exchange
for those goods. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits
from the goods. Our transaction price consideration is fixed, unless otherwise disclosed below as variable consideration. Generally,
our contracts require our customers to pay for goods after we deliver products to them. Terms are generally on open account, payable
net 30 days in North America, and vary throughout Asia/Pacific, Europe and Latin America subject to customary credit checks.
The Company also sells products that are manufactured or assembled in our manufacturing facility. These products can either
be built to the customer’s prints/designs or are products that we stock in our warehouse to sell to any customer that places an order.
The manufacturing business does not include a separate service bundled with the product sold or sold in addition to the product.
The Company recognizes services revenue when the repair, installation or training is performed. Based on our analysis of
services revenue, ASU 2014-09 has an immaterial impact on the timing, amount or characterization of services revenue recognized by
the Company. The services we provide are relatively short in duration and typically completed in one to two weeks. Therefore, at each
reporting date, the amount of unbilled work performed is insignificant. The services revenue has consistently accounted for less than
5% of the Company’s total revenues and is expected to continue at that level.
Prior to the adoption of ASU 2014-09, our product sales are recognized as revenue upon shipment, when title passes to the
customer, when delivery has occurred or services have been rendered and when collectability is reasonably assured. We also record
estimated discounts and returns based on our historical experience. Our products are often manufactured to meet the specific design
needs of our customers’ applications. Our engineers work closely with customers to ensure that our products will meet their needs.
Our customers are under no obligation to compensate us for designing the products we sell.
Inventories, net
Our consolidated inventories are stated at the lower of cost and net realizable value, generally using a weighted-average cost
method. Our net inventories include approximately $51.8 million of finished goods, $3.6 million of raw materials and $2.1 million of
work-in-progress as of May 30, 2020, as compared to approximately $47.2 million of finished goods, $4.2 million of raw materials
and $1.8 million of work-in-progress as of June 1, 2019. The inventory reserve as of May 30, 2020 was $5.4 million compared to $4.6
million as of June 1, 2019.
At this time, we do not anticipate any material risks or uncertainties related to possible future inventory write-downs.
Provisions for obsolete or slow moving inventories are recorded based upon regular analysis of stock rotation privileges,
obsolescence, the exiting of certain markets and assumptions about future demand and market conditions. If future demand changes in
an industry or market conditions differ from management’s estimates, additional provisions may be necessary.
We recorded provisions to our inventory reserves of $1.0 million, $1.1 million and $0.8 million during fiscal 2020, fiscal
2019 and fiscal 2018, respectively, which were included in cost of sales. The provisions were primarily for obsolete and slow moving
parts. The parts were written down to estimated realizable value.
Intangible and Long-Lived Assets
Intangible assets are initially recorded at their fair market values determined by quoted market prices in active markets, if
available, or recognized valuation models. Intangible assets that have finite useful lives are amortized over their useful lives either on
a straight-line basis or over their projected future cash flows and are tested for impairment when events or changes in circumstances
occur that indicate possible impairment. Our intangible assets represent the fair value for trade name, customer relationships, non-
compete agreements and technology acquired in connection with the acquisitions.
We review property and equipment, definite-lived intangible assets and other long-lived assets for impairment whenever
adverse events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable.
If adverse events do occur, our impairment review is based on an undiscounted cash flow analysis at the lowest level at which
cash flows of the long-lived assets are largely independent of other groups of our assets and liabilities. This analysis requires
management judgment with respect to changes in technology, the continued success of product lines and future volume, revenue and
expense growth rates. We conduct annual reviews for idle and underutilized equipment and review business plans for possible
impairment. Impairment occurs when the carrying value of the assets exceeds the future undiscounted cash flows expected to be
earned by the use of the asset or asset group. When impairment is indicated, the estimated future cash flows are then discounted to
determine the estimated fair value of the asset or asset group and an impairment charge is recorded for the difference between the
carrying value and the estimated fair value.
25
Additionally, we also evaluate the remaining useful life each reporting period to determine whether events and circumstances
warrant a revision to the remaining period of depreciation or amortization. If the estimate of a long lived asset’s remaining useful life
is changed, the remaining carrying amount of the asset is amortized prospectively over that revised remaining useful life.
Loss Contingencies
We accrue a liability for loss contingencies when it is probable that a liability has been incurred and the amount can be
reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no
amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. If
we determine that there is at least a reasonable possibility that a loss may have been incurred, we will include a disclosure describing
the contingency.
Income Taxes
We recognize deferred tax assets and liabilities based on the differences between financial statement carrying amounts and
the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and determine the need for a
valuation allowance based on a number of factors, including both positive and negative evidence. These factors include historical
taxable income or loss, projected future taxable income or loss, the expected timing of the reversals of existing temporary differences
and the implementation of tax planning strategies. In circumstances where we, or any of our affiliates, have incurred three years of
cumulative losses which constitute significant negative evidence, positive evidence of equal or greater significance is needed to
overcome the negative evidence before a tax benefit is recognized for deductible temporary differences and loss carryforwards. See
Note 9 “Income Taxes” of the notes to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for
further information.
New Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers, which
amends guidance for revenue recognition. ASU 2014-09 is principles based guidance that can be applied to all contracts with
customers, enhancing comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The
core principle of the guidance is that entities should recognize revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and
services. The guidance details the steps entities should apply to achieve the core principle. In August 2015, the FASB issued an
amendment to defer the effective date for all entities by one year. For public entities, ASU 2014-09 is effective for annual reporting
periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted as of
annual reporting periods beginning after December 15, 2016. Companies have the option of using either a full or modified
retrospective approach in applying this standard. During fiscal 2016, 2017, 2018 and 2019 the FASB issued additional updates that
further clarify the guidance provided in ASU 2014-09.
Effective June 3, 2018, the Company adopted the standard using the modified retrospective method to all contracts. As a
result, financial information for the reporting period beginning June 3, 2018 was reported under the new standard, while comparative
financial information has not been adjusted and continues to be reported in accordance with the previous standard. The adoption of
this standard did not impact the timing of revenue recognition for our customer sales. The adoption did not result in the recognition of
a cumulative adjustment to beginning retained earnings, nor did it have a material impact on the consolidated financial statements. For
the Company, the most significant impact of the new standard is the addition of required disclosures within the notes to the financial
statements. See Note 4 “Revenue Recognition” of the notes to our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases (“Topic 842”). ASU 2016-02 establishes a right-
of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms
longer than 12 months. Leases will be classified as either financing or operating, with classification affecting the pattern of expense
recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim
periods within those fiscal years. The new standard was effective for the Company on June 2, 2019. See Note 8 “Lease Obligations
and Other Commitments” of the notes to our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments. ASU 2016-13 (as amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10,
ASU 2019-11 and 2020-02) introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain
types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate
considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the
disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for
estimating expected credit losses. The new standard is effective for smaller reporting companies for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company is currently in the process of
evaluating the impact of adoption on its consolidated financial statements.
26
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
Risk Management and Market Sensitive Financial Instruments
We are exposed to many different market risks with the various industries we serve. The primary financial risk we are
exposed to is foreign currency exchange, as certain operations, assets and liabilities of ours are denominated in foreign currencies. We
manage these risks through normal operating and financing activities.
Foreign Currency Exposure
Even though we take into account current foreign currency exchange rates at the time an order is taken, our financial
statements, denominated in a non-U.S. functional currency, are subject to foreign exchange rate fluctuations.
Our foreign denominated assets and liabilities are cash and cash equivalents, accounts receivable, inventory, accounts
payable and intercompany receivables and payables, as we conduct business in countries of the European Union, Asia/Pacific and, to a
lesser extent, Canada and Latin America. We do manage foreign exchange exposures by using currency clauses in certain sales
contracts and we also have local debt to offset asset exposures. We have not used any derivative instruments nor entered into any
forward contracts in fiscal 2020, fiscal 2019 or fiscal 2018.
Had the U.S. dollar changed unfavorably 10% against various foreign currencies, foreign denominated net sales would have
been lower by an estimated $9.3 million during fiscal 2020, an estimated $10.5 million during fiscal 2019 and an estimated $10.4
million during fiscal 2018. Total assets would have declined by an estimated $4.3 million as of the fiscal year ended May 30, 2020 and
an estimated $4.7 million as of the fiscal year ended June 1, 2019, while the total liabilities would have decreased by an estimated $1.0
million as of the fiscal year ended May 30, 2020 and an estimated $1.1 million as of the fiscal year ended June 1, 2019.
The interpretation and analysis of these disclosures should not be considered in isolation since such variances in exchange
rates would likely influence other economic factors. Such factors, which are not readily quantifiable, would likely also affect our
operations. Additional disclosure regarding various market risks are set forth in Part I, Item 1A, “Risk Factors” of our Annual Report
on this Form 10-K.
ITEM 8. Financial Statements and Supplementary Data
27
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Richardson Electronics, Ltd.
LaFox, Illinois
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Richardson Electronics, Ltd. (the “Company”) as of May 30, 2020
and June 1, 2019, the related consolidated statements of comprehensive (loss) income, stockholders’ equity, and cash flows for each of
the three years in the period ended May 30, 2020, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company at May 30, 2020 and June 1, 2019, and the results of its operations and its cash flows for each of the three years in the
period ended May 30, 2020, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company's internal control over financial reporting as of May 30, 2020, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) and our report dated August 3, 2020 expressed an unqualified opinion thereon.
Change in Accounting Method Related to Leases
As discussed in Notes 3 and 8 to the consolidated financial statements, the Company has changed its method of accounting for leases
during the year ended May 30, 2020 due to the adoption of Accounting Standards Codification Topic 842, Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ BDO USA, LLP
We have served as the Company's auditor since 2015.
Chicago, Illinois
August 3, 2020
28
Richardson Electronics, Ltd.
Consolidated Balance Sheets
(in thousands, except per share amounts)
May 30, 2020
June 1, 2019
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, less allowance of $334 and $339, respectively
Inventories, net
Prepaid expenses and other assets
Investments - current
Total current assets
Non-current assets:
Property, plant and equipment, net
Intangible assets, net
Lease ROU asset
Non-current deferred income taxes
Total non-current assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Accrued liabilities
Lease liability current
Total current liabilities
Non-current liabilities:
Non-current deferred income tax liabilities
Lease liability non-current
Other non-current liabilities
Total non-current liabilities
Total liabilities
Commitments and Contingencies
Stockholders’ equity
Common stock, $0.05 par value; issued and outstanding 11,038 shares
at May 30, 2020 and 10,957 shares at June 1, 2019
Class B common stock, convertible, $0.05 par value; issued and
outstanding 2,097 shares at May 30, 2020 and 2,097 shares at June 1, 2019
Preferred stock, $1.00 par value, no shares issued
Additional paid-in-capital
Retained earnings
Accumulated other comprehensive income
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
$
30,535 $
20,197
57,492
2,442
16,000
126,666
17,674
2,505
3,419
456
24,054
150,720 $
17,372 $
10,324
1,485
29,181
161
1,941
777
2,879
32,060
42,019
24,296
53,232
3,067
8,000
130,614
19,111
2,763
—
529
22,403
153,017
16,943
11,273
—
28,216
212
—
832
1,044
29,260
552
547
105
—
61,749
54,764
1,490
118,660
150,720 $
105
—
61,012
59,703
2,390
123,757
153,017
29
Richardson Electronics, Ltd.
Consolidated Statements of Comprehensive (Loss) Income
(in thousands, except per share amounts)
May 30, 2020
Fiscal Year Ended
June 1, 2019
June 2, 2018
Statements of Comprehensive (Loss) Income
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Impairment of goodwill
Loss (gain) on disposal of assets
Operating (loss) income
Other (income) expense:
Investment/interest income
Foreign exchange (gain) loss
Other, net
Total other (income) expense
(Loss) income from continuing operations before income taxes
Income tax provision
(Loss) income from continuing operations
Income from discontinued operations
Net (loss) income
Foreign currency translation (loss) gain, net of tax
Fair value adjustments on investments (loss) gain
Comprehensive (loss) income
Net (loss) income per Common share - Basic:
(Loss) income from continuing operations
Income from discontinued operations
Total net (loss) income per Common share - Basic
Net (loss) income per Class B common share - Basic:
(Loss) income from continuing operations
Income from discontinued operations
Total net (loss) income per Class B common share - Basic
Net (loss) income per Common share - Diluted:
(Loss) income from continuing operations
Income from discontinued operations
Total net (loss) income per Common share - Diluted
Net (loss) income per Class B common share - Diluted:
(Loss) income from continuing operations
Income from discontinued operations
Total net (loss) income per Class B common share - Diluted
Weighted average number of shares:
Common shares - Basic
Class B common shares - Basic
Common shares - Diluted
Class B common shares - Diluted
Dividends per common share
Dividends per Class B common share
$
$
$
$
$
$
$
$
$
$
$
$
30
155,898 $
106,225
49,673
51,327
—
3
(1,657)
166,652 $
114,917
51,735
52,156
6,332
23
(6,776)
163,212
108,130
55,082
51,729
—
(276)
3,629
(377)
(15)
(51)
(443)
(1,214)
624
(1,838)
—
(1,838)
(900)
—
(2,738) $
(0.14) $
—
(0.14) $
(0.13) $
—
(0.13) $
(0.14) $
—
(0.14) $
(0.13) $
—
(0.13) $
11,026
2,097
11,026
2,097
0.240 $
0.220 $
(540)
84
(9)
(465)
(6,311)
1,017
(7,328)
—
(7,328)
(1,976)
—
(9,304) $
(0.57) $
—
(0.57) $
(0.51) $
—
(0.51) $
(0.57) $
—
(0.57) $
(0.51) $
—
(0.51) $
10,923
2,106
10,923
2,106
0.240 $
0.220 $
(432)
224
(23)
(231)
3,860
1,534
2,326
1,496
3,822
1,580
(130)
5,272
0.18
0.12
0.30
0.16
0.11
0.27
0.18
0.12
0.30
0.16
0.11
0.27
10,765
2,137
10,824
2,137
0.240
0.220
Richardson Electronics, Ltd.
Consolidated Statements of Cash Flows
(in thousands)
Operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to cash
(used in) provided by operating activities:
Depreciation and amortization
Inventory provisions
Gain on sale of investments
Loss (gain) on disposal of assets
Share-based compensation expense
Deferred income taxes
Impairment of goodwill
Change in assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses and other assets
Accounts payable
Accrued liabilities
Other
Net cash provided by (used in) operating activities
Investing activities:
Capital expenditures
Proceeds from sale of assets
Proceeds from maturity of investments
Purchases of investments
Proceeds from sales of available-for-sale securities
Purchases of available-for-sale securities
Other
Net cash (used in) provided by investing activities
Financing activities:
Payment of financing lease principal
Proceeds from issuance of common stock
Cash dividends paid on Common and Class B Common shares
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental Disclosure of Cash Flow Information:
Cash paid during the fiscal year for:
Income taxes
May 30, 2020
Fiscal Year Ended
June 1, 2019
June 2, 2018
$
(1,838) $
(7,328) $
3,822
3,386
1,013
—
3
683
(7)
—
3,895
(5,452)
620
631
(889)
(122)
1,923
(1,776)
—
21,000
(29,000)
—
—
—
(9,776)
3,173
1,076
—
23
697
315
6,332
(2,030)
(4,242)
622
(2,424)
1,097
126
(2,563)
(3,874)
—
9,800
(17,800)
—
—
—
(11,874)
(166)
59
(3,101)
(3,208)
(423)
(11,484)
42,019
30,535 $
—
259
(3,076)
(2,817)
(1,192)
(18,446)
60,465
42,019 $
$
2,993
773
(183)
(276)
533
319
—
(1,764)
(8,247)
(627)
3,457
1,906
246
2,952
(5,239)
374
12,315
(3,943)
913
(265)
(3)
4,152
—
97
(3,048)
(2,951)
985
5,138
55,327
60,465
1,018
290
474
31
Richardson Electronics, Ltd.
Consolidated Statements of Stockholders’ Equity
(in thousands, except per share amounts)
Balance May 27, 2017:
Comprehensive income
Net income
Foreign currency translation
Fair value adjustments on investments
Share-based compensation:
Restricted stock
Stock options
Common stock:
Options exercised
Restricted stock issuance
Dividends paid to:
Common ($0.24 per share)
Class B ($0.22 per share)
Balance June 2, 2018
Comprehensive loss
Net loss
Foreign currency translation
Share-based compensation:
Restricted stock
Stock options
Common stock:
Options exercised
Restricted stock issuance
Convert Class B to Common
Dividends paid to:
Common ($0.24 per share)
Class B ($0.22 per share)
Balance June 1, 2019:
Comprehensive loss
Net loss
Foreign currency translation
Share-based compensation:
Restricted stock
Stock options
Common stock:
Options exercised
Restricted stock issuance
Dividends paid to:
Common ($0.24 per share)
Class B ($0.22 per share)
Balance May 30, 2020:
Par
Value
Additional
Paid In
Capital
Retained
Earnings
59,436 $ 69,333 $
Accumulated
Other
Comprehensive
Income
Common
10,712
Class B
Common
2,137 $
—
—
—
—
—
16
78
—
—
—
—
—
—
—
642 $
—
—
—
—
—
1
4
—
—
—
3,822
—
—
98
435
96
(4)
—
—
—
—
Total
2,916 $132,327
—
1,580
(130)
3,822
1,580
(130)
—
—
—
—
98
435
97
—
—
—
10,806
—
—
2,137 $
—
—
647 $
—
—
(2,586)
(462)
60,061 $ 70,107 $
—
—
(2,586)
(462)
4,366 $135,181
—
—
—
—
46
65
40
—
—
—
—
—
—
(40)
—
—
—
—
2
3
—
—
—
(7,328)
—
—
(1,976)
(7,328)
(1,976)
313
384
257
(3)
—
—
—
—
—
—
—
—
—
—
—
313
384
259
—
—
—
—
10,957
—
—
2,097 $
—
—
652 $
—
—
(2,621)
(455)
61,012 $ 59,703 $
—
—
(2,621)
(455)
2,390 $123,757
—
—
—
—
10
71
—
—
—
—
—
—
—
—
—
—
1
4
—
—
(1,838)
—
—
(900)
(1,838)
(900)
455
228
58
(4)
—
—
—
—
—
—
—
—
455
228
59
—
—
—
11,038
—
—
2,097 $
—
—
657 $
—
—
(2,648)
(453)
61,749 $ 54,764 $
—
—
(2,648)
(453)
1,490 $118,660
32
1.
DESCRIPTION OF THE COMPANY
Notes to Consolidated Financial Statements
Richardson Electronics, Ltd. is a leading global provider of engineered solutions, power grid and microwave tubes and
related consumables; power conversion and RF and microwave components; high value flat panel detector solutions, replacement
parts, tubes and service training for diagnostic imaging equipment; and customized display solutions. We serve customers in the
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.
Our products include electron tubes and related components, microwave generators, subsystems used in semiconductor
manufacturing and visual technology solutions. These products are used to control, switch or amplify electrical power signals, or are
used as display devices in a variety of industrial, commercial, medical and communication applications.
We have three operating and reportable segments, which we define as follows:
Power and Microwave Technologies Group (“PMT”) combines our core engineered solutions capabilities, power grid and
microwave tube business with new RF, Wireless and disruptive power technologies. As a manufacturer, technology partner and
authorized distributor, PMT’s strategy is to provide specialized technical expertise and engineered solutions based on our core
engineering and manufacturing capabilities on a global basis. We provide solutions and add value through design-in support, systems
integration, prototype design and manufacturing, testing, logistics and aftermarket technical service and repair—all through our
existing global infrastructure. PMT’s focus is on products for power, RF and microwave applications for customers in 5G, alternative
energy, aviation, broadcast, communications, industrial, marine, medical, military, scientific and semiconductor markets. PMT focuses
on various applications including broadcast transmission, CO2 laser cutting, diagnostic imaging, dielectric and induction heating, high
energy transfer, high voltage switching, plasma, power conversion, radar and radiation oncology. PMT also offers its customers
technical services for both microwave and industrial equipment.
Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical
original equipment manufacturers markets. Our engineers design, manufacture, source and support a full spectrum of solutions to
match the needs of our customers. We offer long term availability and proven custom display solutions that include touch screens,
protective panels, custom enclosures, All-In-One computers, specialized cabinet finishes and application specific software packages
and certification services. We partner with both private label manufacturing companies and leading branded hardware vendors to offer
the highest quality display and touch solutions and customized computing platforms.
Healthcare manufactures, repairs, refurbishes and distributes high value replacement parts and equipment for the healthcare
market including hospitals, medical centers, asset management companies, independent service organizations and multi-vendor
service providers. Products include diagnostic imaging replacement parts for CT and MRI systems; replacement CT and MRI tubes;
CT service training; MRI coils, cold heads and RF amplifiers; hydrogen thyratrons, klystrons, magnetrons; flat panel detector
upgrades; pre-owned CT systems; and additional replacement solutions currently under development for the diagnostic imaging
service market. Through a combination of newly developed products and partnerships, service offerings and training programs, we
believe we can help our customers improve efficiency and deliver better clinical outcomes while lowering the cost of healthcare
delivery.
We currently have operations in the following major geographic regions: North America, Asia/Pacific, Europe and Latin
America.
Customer Concentration: No one customer represented more than 10 percent of our total accounts receivable balance as of
May 30, 2020 or June 1, 2019. No one customer accounted for more than 10 percent of the Company’s consolidated net sales in either
fiscal 2020 or fiscal 2019. LAM Research Corporation individually accounted for 11 percent of the Company’s consolidated net sales
in fiscal 2018.
Supplier Concentration: One of our suppliers represented 16 percent of our total cost of sales in fiscal 2020 and 11 percent
in fiscal 2019. The amount owed to this supplier was approximately $1.3 million as of May 30, 2020 and $2.2 million as of June 1,
2019.
33
2.
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP for all fiscal years
presented.
The consolidated financial statements include our wholly owned subsidiaries. All intercompany transactions and account
balances have been eliminated in consolidation.
Our fiscal year 2020 began on June 2, 2019 and ended on May 30, 2020, our fiscal year 2019 began on June 3, 2018 and
ended on June 1, 2019 and our fiscal year 2018 began on May 28, 2017 and ended on June 2, 2018. Unless otherwise noted, all
references to a particular year in this document shall mean our fiscal year.
3.
SIGNIFICANT ACCOUNTING POLICIES AND DISCLOSURES
Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make
significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Management continuously evaluates its critical accounting policies and estimates, including the allowance for doubtful accounts,
revenue recognition, inventory obsolescence, intangible assets, loss contingencies and income taxes. Management bases the estimates
on historical experience and on various other assumptions believed to be reasonable under the circumstances, however, actual results
could differ from those estimates.
Fair Values of Financial Instruments: The fair values of financial instruments are determined based on quoted market
prices and market interest rates as of the end of the reporting period. Our financial instruments include investments, accounts
receivable, accounts payable and accrued liabilities. The fair values of these financial instruments approximate carrying values at May
30, 2020 and June 1, 2019.
Cash and Cash Equivalents: We consider short-term, highly liquid investments that are readily convertible to known
amounts of cash, and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates,
and that have a maturity of three months or less, when purchased, to be cash equivalents. The carrying amounts reported in the balance
sheet for cash and cash equivalents approximate the fair market value of these assets.
Allowance for Doubtful Accounts: Our allowance for doubtful accounts includes estimated losses that result from
uncollectible receivables. The estimates are influenced by the following: continuing credit evaluation of customers’ financial
conditions; aging of receivables, individually and in the aggregate; a large number of customers which are widely dispersed across
geographic areas; and collectability and delinquency history by geographic area. Significant changes in one or more of these
considerations may require adjustments affecting net income and net carrying value of accounts receivable. The allowance for
doubtful accounts was approximately $0.3 million as of both May 30, 2020 and June 1, 2019.
Loss Contingencies: We accrue a liability for loss contingencies when it is probable that a liability has been incurred and the
amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is
accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range
is accrued. If we determine that there is at least a reasonable possibility that a loss may have been incurred, we will include a
disclosure describing the contingency.
Revenue Recognition: Revenue is recognized when control of the promised goods is transferred to our customers, which is
simultaneous with the title transferring to the customer, in an amount that reflects the transaction price consideration that we expect to
receive in exchange for those goods. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the
remaining benefits from the goods. Our transaction price consideration is fixed, unless otherwise disclosed below as variable
consideration. Generally, our contracts require our customers to pay for goods after we deliver products to them. Terms are generally
on open account, payable net 30 days in North America, and vary throughout Asia/Pacific, Europe and Latin America subject to
customary credit checks.
The Company also sells products that are manufactured or assembled in our manufacturing facility. These products can either
be built to the customer’s prints/designs or are products that we stock in our warehouse to sell to any customer that places an order.
The manufacturing business does not include a separate service bundled with the product sold or sold in addition to the product.
The Company recognizes services revenue when the repair, installation or training is performed. Based on our analysis of
services revenue, ASU 2014-09 has an immaterial impact on the timing, amount or characterization of services revenue recognized by
the Company. The services we provide are relatively short in duration and typically completed in one to two weeks. Therefore, at each
reporting date, the amount of unbilled work performed is insignificant. The services revenue has consistently accounted for less than
5% of the Company’s total revenues and is expected to continue at that level.
34
Prior to the adoption of ASU 2014-09, our product sales are recognized as revenue upon shipment, when title passes to the
customer, when delivery has occurred or services have been rendered and when collectability is reasonably assured. We also record
estimated discounts and returns based on our historical experience. Our products are often manufactured to meet the specific design
needs of our customers’ applications. Our engineers work closely with customers to ensure that our products will meet their needs.
Our customers are under no obligation to compensate us for designing the products we sell.
Foreign Currency Translation: The functional currency is the local currency at all foreign locations, with the exception of
Hong Kong, which the functional currency is the U.S. dollar. Balance sheet items for our foreign entities, included in our consolidated
balance sheets, are translated into U.S. dollars at end-of-period spot rates. Gains and losses resulting from translation of foreign
subsidiary financial statements are credited or charged directly to accumulated other comprehensive income, a component of
stockholders’ equity. Revenues and expenses are translated at the current rate on the date of the transaction. Gains and losses resulting
from foreign currency transactions are included in income. Foreign exchange (gain) loss reflected in our consolidated statements of
comprehensive (loss) income were less than $0.1 million during fiscal 2020 and fiscal 2019 and a loss of $0.2 million during fiscal
2018.
Shipping and Handling Fees and Costs: Shipping and handling costs billed to customers are reported as revenue and the
related costs are reported as a component of cost of sales.
Inventories, net: Our consolidated inventories are stated at the lower of cost and net realizable value, generally using a
weighted-average cost method. Our net inventories include approximately $51.8 million of finished goods, $3.6 million of raw
materials and $2.1 million of work-in-progress as of May 30, 2020 as compared to approximately $47.2 million of finished goods,
$4.2 million of raw materials and $1.8 million of work-in-progress as of June 1, 2019. The inventory reserve as of May 30, 2020 was
$5.4 million compared to $4.6 million as of June 1, 2019.
Provisions for obsolete or slow moving inventories are recorded based upon regular analysis of stock rotation privileges,
obsolescence, the exiting of certain markets and assumptions about future demand and market conditions. If future demand changes in
the industry or market conditions differ from management’s estimates, additional provisions may be necessary.
We recorded provisions to our inventory reserves of $1.0 million, $1.1 million and $0.8 million during fiscal 2020, fiscal
2019 and fiscal 2018, respectively, which were included in cost of sales. The provisions were primarily for obsolete and slow moving
parts. The parts were written down to estimated realizable value.
Income Taxes: We recognize deferred tax assets and liabilities based on the differences between financial statement carrying
amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and determine the
need for a valuation allowance based on a number of factors, including both positive and negative evidence. These factors include
historical taxable income or loss, projected future taxable income or loss, the expected timing of the reversals of existing temporary
differences, and the implementation of tax planning strategies. In circumstances where we, or any of our affiliates, have incurred three
years of cumulative losses which constitute significant negative evidence, positive evidence of equal or greater significance is needed
to overcome the negative evidence before a tax benefit is recognized for deductible temporary differences and loss carryforwards.
Investments: We invested in time deposits and certificates of deposit (“CDs”) in the amount of $16.0 million and $8.0
million as of May 30, 2020 and June 1, 2019, respectively, which mature in less than twelve months.
We liquidated our investments in equity securities in fiscal 2018. Proceeds from the liquidation were $0.9 million with gross
realized gains of $0.2 million for fiscal 2018. Prior to the liquidation of our investment in equity securities, our investments in equity
securities were classified as available-for-sale and were carried at their fair value based on quoted market prices.
Intangible Assets: Intangible assets are initially recorded at their fair market values determined by quoted market prices in
active markets, if available, or recognized valuation models. Intangible assets that have finite useful lives are amortized over their
useful lives either on a straight-line basis or over their projected future cash flows and are tested for impairment when events or
changes in circumstances occur that indicate possible impairment. Our intangible assets represent the fair value for trade name,
customer relationships, non-compete agreements and technology acquired in connection with the acquisitions.
Property, Plant and Equipment: Property, plant and equipment are stated at cost, net of accumulated depreciation.
Improvements and replacements are capitalized while expenditures for maintenance and repairs are charged to expense as incurred.
Provisions for depreciation are computed using the straight-line method over the estimated useful life of the asset. Depreciation
expense was approximately $3.1 million, $2.9 million and $2.6 million during fiscal 2020, fiscal 2019 and fiscal 2018, respectively.
35
Property, plant and equipment consist of the following (in thousands):
Land and improvements
Buildings and improvements
Computer, communications equipment and software
Construction in progress
Machinery and other equipment
Accumulated depreciation
Property, plant, and equipment, net
$
$
May 30, 2020
$
1,385 $
22,525
10,775
750
14,326
49,761 $
(32,087)
17,674 $
June 1, 2019
1,301
22,986
9,943
979
13,884
49,093
(29,982)
19,111
Construction in progress at May 30, 2020 includes $0.2 million related to our Healthcare growth initiatives. All projects are
expected to be completed before the end of fiscal 2021.
Supplemental disclosure information of the estimated useful life of the assets:
Land improvements
Buildings and improvements
Computer, communications equipment and software
Machinery and other equipment
10 years
10 - 30 years
3 - 10 years
3 - 20 years
We review property and equipment, definite-lived intangible assets and other long-lived assets for impairment whenever
adverse events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable.
If adverse events do occur, our impairment review is based on an undiscounted cash flow analysis at the lowest level at which
cash flows of the long-lived assets are largely independent of other groups of our assets and liabilities. This analysis requires
management judgment with respect to changes in technology, the continued success of product lines and future volume, revenue and
expense growth rates. We conduct annual reviews for idle and underutilized equipment and review business plans for possible
impairment. Impairment occurs when the carrying value of the assets exceeds the future undiscounted cash flows expected to be
earned by the use of the asset or asset group. When impairment is indicated, the estimated future cash flows are then discounted to
determine the estimated fair value of the asset or asset group and an impairment charge is recorded for the difference between the
carrying value and the estimated fair value.
Additionally, we also evaluate the remaining useful life of each reporting period to determine whether events and
circumstances warrant a revision to the remaining period of depreciation or amortization. If the estimate of a long lived asset’s
remaining useful life is changed, the remaining carrying amount of the asset is amortized prospectively over that revised remaining
useful life.
Accrued Liabilities: Accrued liabilities consist of the following (in thousands):
Compensation and payroll taxes
Accrued severance
Professional fees
Deferred revenue
Other accrued expenses
Accrued Liabilities
May 30,
2020
June 1,
2019
$
$
3,469 $
650
471
1,671
4,063
10,324 $
2,846
520
471
2,260
5,176
11,273
Warranties: We offer warranties for the limited number of specific products we manufacture. Our warranty terms generally
range from one to three years.
We estimate the cost to perform under the warranty obligation and recognize this estimated cost at the time of the related
product sale. We record expense related to our warranty obligations as cost of sales in our consolidated statements of comprehensive
(loss) income. Each quarter, we assess actual warranty costs incurred on a product-by-product basis and compare the warranty costs to
our estimated warranty obligation. With respect to new products, estimates are based generally on knowledge of the products and
warranty experience.
36
Warranty reserves are established for costs that are expected to be incurred after the sale and delivery of products under
warranty. Warranty reserves are included in accrued liabilities on our consolidated balance sheets. The warranty reserves are
determined based on known product failures, historical experience and other available evidence.
Changes in the warranty reserve during fiscal 2020 and fiscal 2019 were as follows (in thousands):
Balance at June 2, 2018
Accruals for products sold
Utilization
Balance at June 1, 2019
Accruals for products sold
Utilization
Balance at May 30, 2020
Warranty
Reserve
$
$
$
149
185
(39)
295
201
(30)
466
Other Non-Current Liabilities: Other non-current liabilities of $0.8 million at May 30, 2020 and $0.8 million at June 1,
2019, primarily represent employee-benefits obligations in various non-US locations.
37
Share-Based Compensation: We measure and recognize share-based compensation cost at fair value for all share-based
payments, including stock options and restricted stock awards. We estimate fair value using the Black-Scholes option-pricing model,
which requires assumptions such as expected volatility, risk-free interest rate, expected life and dividends. Compensation cost is
recognized using a graded vesting schedule over the applicable vesting period. Share-based compensation expense totaled
approximately $0.7 million during fiscal 2020, $0.7 million during fiscal 2019 and $0.5 million during fiscal 2018.
Stock options granted generally vest over a period of five years and have contractual terms to exercise of 10 years. A
summary of stock option activity is as follows (in thousands, except option prices and years):
Options Outstanding at May 27, 2017
Granted
Exercised
Forfeited
Cancelled
Options Outstanding at June 2, 2018
Granted
Exercised
Forfeited
Cancelled
Options Outstanding at June 1, 2019
Granted
Exercised
Cancelled
Options Outstanding at May 30, 2020
Options Vested at May 30, 2020
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life
Aggregate
Intrinsic
Value (1)
Number of
Options
1,073 $
200
(16)
(11)
(51)
1,195 $
279
(46)
(58)
(6)
1,364 $
187
(10)
(114)
1,427 $
931 $
9.38
6.08
5.85
8.05
9.36
8.89
9.02
5.61
8.10
5.03
9.08
5.61
5.67
6.87
8.83
9.78
5.6 $
4.3 $
—
—
(1)
Includes only those options that were in-the-money as of May 30, 2020. Stock options for which the exercise price exceeded the
market price have been omitted. Fluctuations in the intrinsic value of both outstanding and exercisable options may result from
changes in underlying stock price and timing and volume of option grants, exercises and forfeitures.
There were 10,249 stock options exercised during fiscal 2020, with cash received of $0.1 million. The total intrinsic value of
options exercised totaled less than $0.1 million during fiscal 2020, fiscal 2019 and fiscal 2018. The weighted average fair value of
stock option grants was $0.81 during fiscal 2020, $1.71 during fiscal 2019 and $0.85 during fiscal 2018. As of May 30, 2020, total
unrecognized compensation costs related to unvested stock options and restricted stock awards was approximately $1.1 million, which
is expected to be recognized over the remaining weighted average period of approximately two to four years. The total grant date fair
value of stock options vested during fiscal 2020 was $0.3 million.
The fair value of stock options is estimated using the Black-Scholes option-pricing model with the following weighted
average assumptions:
Expected volatility
Risk-free interest rate
Expected lives (years)
Annual cash dividend
May 30,
2020
Fiscal Year Ended
June 1,
2019
June 2,
2018
24.48%
1.91%
6.50
0.24
$
22.24%
2.82%
6.36
0.24
$
21.92%
2.22%
6.31
0.24
$
The expected volatility assumptions are based on historical experience commensurate with the expected term. The risk-free
interest rate is based on the yield of a treasury note with a remaining term equal to the expected life of the stock option.
38
The expected stock option life assumption is based on the Securities and Exchange Commission’s (“SEC”) guidance in Staff
Accounting Bulletin (“SAB”) No. 107 (“SAB No. 107”). For stock options granted during fiscal 2020, fiscal 2019 and fiscal 2018, we
believe that our historical stock option experience does not provide a reasonable basis upon which to estimate expected term. We
utilized the Safe Harbor option, or Simplified Method, to determine the expected term of these options in accordance with SAB
No. 107 for options granted. We intend to continue to utilize the Simplified Method for future grants in accordance with SAB No. 110
until such time that we believe that our historical stock option experience will provide a reasonable basis to estimate an expected term.
The following table summarizes information about stock options outstanding at May 30, 2020 (in thousands, except option
prices and years):
Exercise Price Range
$5.49 to $6.47
$6.90 to $9.89
$9.99 to $13.76
Total
Outstanding
Vested
Weighted
Average
Exercise
Price
Weighted
Average
Life
Aggregate
Intrinsic
Value
Shares
430 $
490 $
507 $
1,427 $
5.76
8.49
11.75
8.83
7.7 $
7.1 $
2.4 $
5.6 $
Weighted
Average
Exercise
Price
Weighted
Average
Life
Aggregate
Intrinsic
Value
5.82
8.49
11.75
9.78
6.8 $
6.4 $
2.4 $
4.3 $
—
—
—
—
Shares
169 $
254 $
508 $
931 $
—
—
—
—
As of May 30, 2020, a summary of restricted stock award transactions was as follows (in thousands):
Unvested at June 2, 2018
Granted
Vested
Canceled
Unvested at June 1, 2019
Granted
Vested
Unvested at May 30, 2020
Unvested
Restricted
Shares
78
69
(26)
(5)
116
73
(47)
142
Compensation effects arising from issuing stock awards have been charged against income and recorded as additional paid-
in-capital in the consolidated statements of stockholders’ equity during fiscal 2020, fiscal 2019 and fiscal 2018.
The Employees’ 2011 Long-Term Incentive Compensation Plan authorizes the issuance of up to 2,500,000 shares as
incentive stock options, non-qualified stock options or stock awards. Under this plan, 885,000 shares are reserved for future issuance.
The Plan authorizes the granting of stock options at the fair market value at the date of grant. Generally, these options become
exercisable over five years and expire up to 10 years from the date of grant. Restricted stock awards vest on the anniversary of the
grant date in three equal installments.
Earnings per Share: We have authorized 17,000,000 shares of common stock, and 3,000,000 shares of Class B common
stock. The Class B common stock has 10 votes per share and has transferability restrictions; however, Class B common stock may be
converted into common stock on a share-for-share basis at any time. With respect to dividends and distributions, shares of common
stock and Class B common stock rank equally and have the same rights, except that Class B common stock cash dividends are limited
to 90% of the amount of Class A common stock cash dividends.
In accordance with ASC 260-10, Earnings Per Share (“ASC 260”), our Class B common stock is considered a participating
security requiring the use of the two-class method for the computation of basic and diluted earnings per share. The two-class
computation method for each period reflects the cash dividends paid per share for each class of stock, plus the amount of allocated
undistributed earnings per share computed using the participation percentage which reflects the dividend rights of each class of stock.
Basic and diluted earnings per share were computed using the two-class method as prescribed in ASC 260. The shares of Class B
common stock are considered to be participating convertible securities since the shares of Class B common stock are convertible on a
share-for-share basis into shares of common stock and may participate in dividends with common stock according to a predetermined
formula which is 90% of the amount of Class A common stock cash dividends.
39
The earnings per share (“EPS”) presented in our consolidated statements of comprehensive (loss) income are based on the
following (in thousands, except per share amounts):
Numerator for Basic and Diluted EPS:
(Loss) income from continuing operations
Less dividends:
Common stock
Class B common stock
Undistributed losses
Common stock undistributed losses
Class B common stock undistributed losses
Total undistributed losses
Income from discontinued operations
Less dividends:
Common stock
Class B common stock
Undistributed losses
Common stock undistributed losses
Class B common stock undistributed losses
Total undistributed losses
Net (loss) income
Less dividends:
$
$
$
$
$
$
$
$
Common stock
Class B common stock
$
Undistributed (losses) income
Common stock undistributed (losses) income
$
Class B common stock undistributed (losses) income
Total undistributed (losses) income
$
Denominator for Basic and Diluted EPS:
Common stock weighted average shares
Class B common stock weighted average shares,
and shares under if-converted method for
diluted EPS
Effect of dilutive securities
Dilutive stock options
Denominator for diluted EPS adjusted for
weighted average shares and assumed
conversions
(Loss) income from continuing operations per
share:
Common stock
Class B common stock
Income from discontinued operations per share:
Common stock
Class B common stock
Net (loss) income per share:
Common stock
Class B common stock
$
$
$
$
$
$
May 30, 2020
For the Fiscal Year Ended
June 1, 2019
June 2, 2018
Basic
Diluted
Basic
Diluted
Basic
Diluted
$
(1,838) $
(1,838) $
(7,328) $
(7,328) $
2,326 $
2,326
2,648
453
(4,939) $
(4,217) $
(722)
(4,939) $
— $
2,648
453
(3,101) $
(2,648) $
(453)
(3,101) $
(1,838) $
2,648
453
(4,939) $
(4,217) $
(722)
(4,939) $
2,648
453
2,621
2,621
455
455
(4,939) $ (10,404) $ (10,404) $
(8,866) $
(8,866) $
(4,217) $
(1,538)
(1,538)
(722)
(4,939) $ (10,404) $ (10,404) $
— $
— $
— $
2,648
453
(3,101) $
(2,648) $
(453)
(3,101) $
(1,838) $
2,621
455
(3,076) $
(2,621) $
(455)
(3,076) $
(7,328) $
2,621
455
(3,076) $
(2,621) $
(455)
(3,076) $
(7,328) $
2,648
453
2,621
2,621
455
455
(4,939) $ (10,404) $ (10,404) $
(8,866) $
(8,866) $
(4,217) $
(1,538)
(1,538)
(722)
(4,939) $ (10,404) $ (10,404) $
2,586
462
(722) $
(613) $
(109)
(722) $
1,496 $
2,586
462
(1,552) $
(1,317) $
(235)
(1,552) $
3,822 $
2,586
462
774 $
657 $
117
774 $
2,586
462
(722)
(613)
(109)
(722)
1,496
2,586
462
(1,552)
(1,318)
(234)
(1,552)
3,822
2,586
462
774
657
117
774
11,026
11,026
10,923
10,923
10,765
10,765
2,097
2,097
2,106
2,106
2,137
2,137
—
—
59
13,123
13,029
12,961
(0.14) $
(0.13) $
(0.14) $
(0.13) $
(0.57) $
(0.51) $
(0.57) $
(0.51) $
0.18 $
0.16 $
— $
— $
— $
— $
— $
— $
— $
— $
0.12 $
0.11 $
(0.14) $
(0.13) $
(0.14) $
(0.13) $
(0.57) $
(0.51) $
(0.57) $
(0.51) $
0.30 $
0.27 $
0.18
0.16
0.12
0.11
0.30
0.27
Note: Common stock options that were anti-dilutive and not included in diluted earnings per common share for fiscal 2020, fiscal
2019 and fiscal 2018 were 1,120, 882 and 0, respectively.
40
New Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers, which
amends guidance for revenue recognition. ASU 2014-09 is principles based guidance that can be applied to all contracts with
customers, enhancing comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The
core principle of the guidance is that entities should recognize revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and
services. The guidance details the steps entities should apply to achieve the core principle. In August 2015, the FASB issued an
amendment to defer the effective date for all entities by one year. For public entities, ASU 2014-09 is effective for annual reporting
periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted as of
annual reporting periods beginning after December 15, 2016. Companies have the option of using either a full or modified
retrospective approach in applying this standard. During fiscal 2016, 2017, 2018 and 2019 the FASB issued additional updates that
further clarify the guidance provided in ASU 2014-09.
Effective June 3, 2018, the Company adopted the standard using the modified retrospective method to all contracts. As a
result, financial information for the reporting period beginning June 3, 2018 was reported under the new standard, while comparative
financial information has not been adjusted and continues to be reported in accordance with the previous standard. The adoption of
this standard did not impact the timing of revenue recognition for our customer sales. The adoption did not result in the recognition of
a cumulative adjustment to beginning retained earnings, nor did it have a material impact on the consolidated financial statements. For
the Company, the most significant impact of the new standard is the addition of required disclosures within the notes to the financial
statements. See Note 4 “Revenue Recognition” of the notes to our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases (“Topic 842”). ASU 2016-02 establishes a right-
of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms
longer than 12 months. Leases will be classified as either financing or operating, with classification affecting the pattern of expense
recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim
periods within those fiscal years. The new standard was effective for the Company on June 2, 2019. See Note 8 “Lease Obligations
and Other Commitments” of the notes to our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments. ASU 2016-13 (as amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10,
ASU 2019-11 and 2020-02) introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain
types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate
considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the
disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for
estimating expected credit losses. The new standard is effective for smaller reporting companies for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company is currently in the process of
evaluating the impact of adoption on its consolidated financial statements.
4.
REVENUE RECOGNITION
The Company has a number of defined revenue streams across our reportable segments. For each of these revenue streams,
all products are typically sold directly by the Company to the end customer. Distribution is the Company’s largest revenue stream. The
distribution business does not include a separate service bundled with the product sold or sold on top of the product. Distribution
typically includes products purchased from our suppliers, stocked in our warehouses and then sold to our customers. Revenue is
recognized when control of the promised goods is transferred to our customers, which is simultaneous with the title transferring to the
customer, in an amount that reflects the transaction price consideration that we expect to receive in exchange for those goods. Control
refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods. Our
transaction price consideration is fixed, unless otherwise disclosed below as variable consideration. Generally, our contracts require
our customers to pay for goods after we deliver products to them. Terms are generally on open account, payable net 30 days in North
America, and vary throughout Asia/Pacific, Europe and Latin America subject to customary credit checks.
The Company also sells products that are manufactured or assembled in our manufacturing facility. These products can either
be built to the customer’s prints/designs or are products that we stock in our warehouse to sell to any customer that places an order.
The manufacturing business does not include a separate service bundled with the product sold or sold in addition to the product.
The Company recognizes services revenue when the repair, installation or training is performed. Based on our analysis of
services revenue, ASU 2014-09 has an immaterial impact on the timing, amount or characterization of services revenue recognized by
the Company. The services we provide are relatively short in duration and typically completed in one to two weeks. Therefore, at each
reporting date, the amount of unbilled work performed is insignificant. The services revenue has consistently accounted for less than
5% of the Company’s total revenues and is expected to continue at that level.
41
Contracts with customers
A contract is an agreement between two or more parties that creates enforceable rights and obligations. A revenue contract
exists for us once a customer purchase order is received, reviewed and accepted. Prior to accepting a customer purchase order, we
review the credit worthiness of the customer. Purchase orders are deemed to meet the collectability criterion once the customer’s
credit is approved. Contract assets arise when the Company transfers a good or performs a service in advance of receiving
consideration from the customer and contract liabilities arise when the Company receives consideration from its customer in advance
of performance.
Contract Liabilities: Contract liabilities and revenue recognized were as follows (in thousands):
Revenue
Contract liabilities (deferred revenue)
June 1, 2019 Additions
$
2,260 $
2,083 $
Recognized May 30, 2020
1,671
(2,672) $
The Company receives advance payments or deposits from our customers before revenue is recognized resulting in contract
liabilities. Contract liabilities are included in accrued liabilities in the consolidated balance sheets.
Performance obligations and satisfaction of performance obligation in the contract
Each accepted purchase order identifies a distinct good or service as the performance obligation. The goods are generally
standard products we purchased from a supplier and stocked on our shelves. They can also be customized products purchased from a
supplier or products that are customized or have value added to them in-house prior to shipping to the customer. Our contracts for
customized products generally include termination provisions if a customer cancels its order. However, we recognize revenue at a
point in time because the termination provisions do not require, upon cancelation, the customer to pay fees that are commensurate with
the work performed. Each purchase order explicitly states the goods or service that we promise to transfer to the customer. The
promises to the customer are limited only to those goods or service. The performance obligation is our promise to deliver both goods
that were produced by the Company and resale of goods that we purchase from our suppliers. Our shipping and handling activities for
destination shipments are performed prior to the customer obtaining control. As such, they are not a separate promised service. For
shipping point, The Company is making the election under ASC 606-10-25-18B to account for shipping and handling as activities to
fulfill the promise to transfer the goods. The goods we provide to our customers are distinct in that our customers benefit from the
goods we sell them through use in their own processes. Our customers are generally not resellers, but rather businesses that
incorporate our products into their processes from which they generate an economic benefit. The goods are also distinct in that each
item sold to the customer is clearly identified on both the purchase order and resulting invoice. Each product we sell benefits the
customer independently of the other products. Each item on each purchase order from the customer can be used by the customer
unrelated to any other products we provide to the customer.
Determine the transaction price and variable consideration
The transaction price for each product is the amount invoiced to the customer. Each product on a purchase order is a separate
performance obligation with an observable standalone selling price. The transaction price is a fixed price per unit, except for the
variable consideration. The Company elects to exclude sales tax from the transaction price. With the exception of sale with right of
return, variable consideration has been identified only in the form of customer early payment discounts, which are immaterial to the
Company’s financial statements. As there is not a material impact on our financial statements, we will continue to account for
customer discounts when they are taken by the customer and address further if they grow.
Recognize revenue when the entity satisfies a performance obligation
We recognize revenue when title transfers to the customer, at the shipping point for FOB shipping contracts and at the
customer’s delivery location for FOB destination contracts. We believe that the transfer of title best represents when the customer
obtains control of the goods. Prior to that date, we do not have right to payment, and the significant risks and rewards remain with us.
The significant risks and rewards of ownership of the inventory transfer simultaneously with the transfer of title. The customer’s
acceptance of the goods is based on objective measurements, not subjective.
42
Additional considerations
Sale with right of return:
Our return policy is available to customers in our terms and conditions found on our website www.rell.com. The policy varies
by business unit. The Company allows returns with prior written authorization and we allow returns within ten days of shipment for
replacement parts.
The Company maintains a reserve for returns based on historical trends that covers all contracts and revenue streams using
the expected value method because we have a large number of contracts with similar characteristics, which is considered variable
consideration. The reserve for returns creates a refund liability on our balance sheet as a contra Trade Accounts Receivable as well as
an asset in inventory. We value the inventory at cost due to there being minimal or no costs to the Company as we generally require
the customer to pay freight and we typically do not have costs associated with activities such as relabeling or repackaging.
The reserve is considered immaterial at each balance sheet date for further consideration. Returns for defective product are
typically covered by our suppliers’ warranty, thus, returns for defective product are not factored into our reserve.
Warranties:
We offer warranties for the limited number of specific products we manufacture. Our warranty terms generally range from
one to three years. We estimate the cost to perform under the warranty obligation and recognize this estimated cost at the time of the
related product sale. Each quarter, we assess actual warranty costs incurred on a product-by-product basis and compare the warranty
costs to our estimated warranty obligation. With respect to new products, estimates are based generally on knowledge of the products
and warranty experience. See Note 3, Warranties, for further information regarding the impact of warranties concerning ASU 2014-
09.
Principal versus agent considerations:
Principal versus agent guidance was considered for customized products that are provided by our suppliers versus
manufactured by the Company. The Company acts as the principal as we are responsible for satisfying the performance obligation.
We have primary responsibility for fulfilling the contract, we have inventory risk prior to delivery to our customer, we establish
prices, our consideration is not in the form of a commission and we bear the credit risk. The Company recognizes revenue in the gross
amount of consideration.
See Note 11, Segment Reporting, for a disaggregation of revenue by reportable segment and geographic region, which
represents how our chief operating decision maker reviews information internally to evaluate our financial performance and to make
resource allocation and other decisions for the Company.
5.
DISCONTINUED OPERATIONS
On September 12, 2017, the Company received an income tax refund from the State of Illinois of approximately $2.0 million,
which included interest earned. The refund was a result of the conclusion of the Illinois amended return related to the sale of the RF,
Wireless and Power Division in 2011. A net benefit of $1.5 million, which included $0.5 million of professional fee costs incurred to
pursue the refund, was recognized in the second quarter of fiscal 2018 in discontinued operations.
6.
RELATED PARTY TRANSACTION
On June 15, 2015, the Company entered into a lease agreement for the IMES facility with LDL, LLC. The Executive Vice
President of IMES, Lee A. McIntyre III (former owner of IMES), has an ownership interest in LDL, LLC. The lease agreement has
been extended as detailed in Exhibit 10.2, filed with this Annual Report on Form 10-K. The lease agreement provides for monthly
payments over five years with total future minimum lease payments of $0.8 million. Rental expense related to this lease amounted to
$0.1 million for the fiscal years ended May 30, 2020, June 1, 2019 and June 2, 2018.
7.
GOODWILL AND INTANGIBLE ASSETS
Goodwill
As a result of the Company’s annual impairment review as of March 3, 2019, and after reviewing the totality of events and
circumstances as provided in ASU 2011-08, we determined that it was more likely than not that the fair value for the IMES reporting
unit was less than its carrying value. Accordingly, we performed the quantitative impairment test using the income method, which was
43
based on a discounted future cash flow approach that used the significant assumptions of projected revenue, projected operational
profit, terminal growth rates and the cost of capital. The Guideline Public Company Method was also considered in the goodwill
impairment assessment.
The quantitative impairment test determined that the IMES reporting unit’s carrying value exceeded its fair value by an
amount that exceeded the recorded goodwill balance. As a result, in the fourth quarter of fiscal year 2019, the Company recorded a
non-cash goodwill impairment charge of $6.3 million for the full amount of the goodwill associated with the IMES reporting unit.
Intangible Assets
Intangible assets are initially recorded at their fair market values determined by quoted market prices in active markets, if
available, or recognized valuation models. Intangible assets that have finite useful lives are amortized over their useful lives and are
tested for impairment when events or changes in circumstances occur that indicate possible impairment. No impairment was
recognized in fiscal 2020, fiscal 2019 or fiscal 2018.
Our intangible assets represent the fair value for trade name, customer relationships, non-compete agreements and technology
acquired in connection with our acquisitions. Intangible assets subject to amortization were as follows (in thousands):
Gross Amounts:
Trade Name
Customer Relationships (1)
Non-compete Agreements
Technology
Total Gross Amounts
Accumulated Amortization:
Trade Name
Customer Relationships
Non-compete Agreements
Technology
Total Accumulated Amortization
Net Intangibles
May 30, 2020 June 1, 2019
$
$
$
$
$
659 $
3,388
177
230
4,454 $
659 $
1,000
161
129
1,949 $
2,505 $
659
3,394
177
230
4,460
659
796
139
103
1,697
2,763
(1) Change from prior periods reflect impact of foreign currency translation.
Under ASC 350, companies must perform the annual test for impairment for indefinite life intangible assets, for which the
Company has none, as well as test definite life assets for impairment in the event of a “trigger event” such as adverse changes in the
business climate or market which might negatively impact the value of a reporting unit. The Company identified an impairment
“trigger event” for the IMES reporting unit due to adverse changes in the business climate related to COVID-19. The Company tested
the IMES definite life intangible assets and other long lived assets using the undiscounted cash flows of the reporting unit (the asset
group) analyzed over a period of ten years, with a residual period, compared to the carrying value of the asset group and determined
that the intangible assets and other long lived assets were not impaired as of May 30, 2020. Estimates contain management’s best
estimates of economic and market conditions over the projected period, including growth rates in revenue and costs and best estimates
of future expected changes in operating margins and capital expenditures. For the remainder of the Company’s intangible assets, we
determined that they were not impaired as of May 30, 2020 on the basis that no adverse events or changes in circumstances were
identified that could indicate that the carrying amounts of such assets may not be recoverable.
44
The amortization expense associated with the intangible assets subject to amortization for the next five years is presented in
the following table (in thousands):
Fiscal Year
2021
2022
2023
2024
2025
Thereafter
Total amortization expense
Amortization
Expense
$
$
245
252
245
231
219
1,313
2,505
The amortization expense associated with the intangible assets totaled approximately $0.3 million during both fiscal 2020
and fiscal 2019 and $0.4 million during fiscal 2018. The weighted average number of years of amortization expense remaining is 13.3
years.
8.
LEASE OBLIGATIONS AND OTHER COMMITMENTS
In February 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases (“Topic 842”). ASU 2016-02 establishes a right-
of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms
longer than 12 months. Leases will be classified as either financing or operating, with classification affecting the pattern of expense
recognition in the income statement.
ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal
years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into
after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.
The Company elects the practical expedients (which must be elected as a package and applied consistently to all of our leases) for
which we will not reassess: (1) whether any expired or existing contracts are or contains leases, (2) the lease classification for any
expired or existing leases and (3) the initial indirect costs for any existing leases. We have also elected the practical expedient to
combine lease and non-lease components for all of our leases. We have adopted an accounting policy to not apply the requirements of
Topic 842 to leases with a term of 12 months or less, which the Company has within our facility leases. Short-term leases will be
reassessed if events occur that disqualify them from short-term status.
The new standard was effective for the Company on June 2, 2019. The FASB issued ASU 2018-11, targeted improvements to
Topic 842, which includes an option to not restate comparative periods in transition and elect to use the effective date of Topic 842 as
the date of initial application of transition. We adopted the new standard applying the new transition method allowed under ASU
2018-11. As a result of adopting Topic 842, at May 30, 2020, we recognized operating right-of-use assets of $3.0 million, financing
right-of-use assets of $0.4 million, operating lease liabilities of $3.1 million and financing lease liabilities of $0.3 million. Several
leases include renewal clauses which vary in length and may not include specific rent renewal amounts. The Company will revise the
value of the right of use assets and associated lease liabilities when the Company is reasonably certain it will renew the lease. The
standard did not have a material impact on our results of operations or cash flows.
45
The gross amounts of assets and liabilities related to both operating and financing leases at May 30, 2020 were as follows (in
thousands):
Operating lease ROU asset
Financing lease ROU asset
Total Lease ROU asset
Operating lease liability current
Financing lease liability current
Total lease liability current
Operating lease liability non-current
Financing lease liability non-current
Total lease liability non-current
Lease Type
Amount
$
$
$
$
$
$
The components of lease costs were as follows (in thousands):
Consolidated operating lease expense
Operating expenses
$
Lease Type
Classification
Fiscal Year Ended
May 30, 2020
Consolidated financing lease amortization
Consolidated financing lease interest
Consolidated financing lease expense
Operating expenses
Interest expense
Net lease cost
$
3,018
401
3,419
1,329
156
1,485
1,778
163
1,941
1,963
62
22
84
2,047
Rent expense for fiscal 2020, fiscal 2019 and fiscal 2018 was $1.8 million, $1.7 million, and $1.8 million, respectively.
Our future lease commitments for minimum rentals, including common area maintenance charges and property taxes during
the next five years are as follows (in thousands):
Fiscal Year
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less imputed interest
Operating Leases Financing Leases
$
1,472 $
711
488
347
217
116
3,351
244
3,107 $
181 $
151
—
—
—
—
332
13
319 $
Total
1,653
862
488
347
217
116
3,683
257
3,426
Net minimum lease payments
$
46
The approximate future minimum lease payments under operating and financing leases at June 1, 2019 were as follows (in
thousands):
Fiscal Year (1)
2020
2021
2022
2023
2024
Thereafter
Payments
$
1,586
1,367
509
340
289
234
(1) On June 2, 2019, the Company elected the modified retrospective method of transition to adopt the new lease standard Topic
842, which resulted in no restatement of prior period results. At June 1, 2019, prior to adoption of the new lease standard,
operating lease obligations were not included as a liability on the balance sheet. Therefore, the operating lease obligations were
included in the table for comparative purposes only and the total lease liability was not included as it is not applicable.
The weighted average remaining lease terms and interest rates of leases held by the Company as of May 30, 2020 were as
follows:
Lease Type
Operating leases
Financing leases
Weighted Average Remaining
Lease Term in Years
3.4
1.9
Weighted Average
Interest Rate
4.6%
4.6%
The cash outflows of the leasing activity of the Company as lessee for fiscal 2020 were as follows (in thousands):
Cash Flow Source
Classification
Amount
Operating cash flows from operating leases
Operating cash flows from financing leases
Finance cash flows from financing leases
Operating activities
Operating activities
Financing activities
$
924
149
166
9.
INCOME TAXES
(Loss) income from continuing operations before income taxes included the following components (in thousands):
United States
Foreign
(Loss) income before income taxes
May 30,
2020
Fiscal Year Ended
June 1,
2019
June 2,
2018
$
$
(3,716) $
2,502
(1,214) $
(9,971) $
3,660
(6,311) $
(211)
4,071
3,860
47
The provision for income taxes for fiscal 2020, fiscal 2019 and fiscal 2018 consisted of the following (in thousands):
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
Income tax provision
May 30,
2020
Fiscal Year Ended
June 1,
2019
June 2,
2018
$
$
$
$
$
— $
—
616
616 $
(88) $
—
96
8 $
624 $
33 $
3
652
688 $
(104) $
—
433
329 $
1,017 $
—
(12)
1,220
1,208
124
—
202
326
1,534
The differences between income taxes at the U.S. federal statutory income tax rate of 21.0% for both fiscal 2020 and fiscal
2019 and 29.2% for fiscal 2018 and the reported income tax provision for fiscal 2020, fiscal 2019 and fiscal 2018 are summarized as
follows:
Federal statutory rate
Effect of:
State income taxes, net of federal tax benefit
Deemed repatriation tax
Foreign taxes at other rates
Permanent tax differences
Deferred remeasurement
Tax reserves
Additional U.S. tax on undistributed foreign earnings
Change in valuation allowance for deferred tax assets
Return to provision adjustments
Closure of foreign audits
Other
Effective tax rate
May 30,
2020
Fiscal Year Ended
June 1,
2019
June 2,
2018
21.0%
21.0%
29.2%
6.6
—
(15.3)
(41.1)
—
—
—
(29.8)
1.4
—
5.8
(51.4)%
5.4
—
(4.1)
(16.1)
—
—
—
(22.8)
(0.5)
—
1.0
(16.1)%
0.3
(50.0)
(0.1)
6.7
45.1
3.6
(12.5)
15.1
0.1
2.2
—
39.7%
48
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. Our deferred tax assets and liabilities reflect
continuing operations as of May 30, 2020 and June 1, 2019. Significant components were as follows (in thousands):
Deferred tax assets:
NOL carryforwards - foreign and domestic
Inventory valuations
Goodwill
Foreign tax credits
Severance reserve
Foreign capital loss
Other
Subtotal
Valuation allowance - foreign and domestic
Net deferred tax assets after valuation allowance
Deferred tax liabilities:
Accelerated depreciation
Tax on undistributed earnings
Other
Subtotal
Net deferred tax assets
Supplemental disclosure of net deferred tax assets,
excluding valuation allowance:
Domestic
Foreign
Total
Fiscal Year Ended
May 30,
2020
June 1,
2019
$
$
$
$
$
$
$
$
$
7,834 $
1,388
1,390
1,782
165
1,167
1,847
15,573 $
(12,322)
3,251 $
(2,944) $
(24)
13
(2,955) $
296 $
7,458
1,179
1,578
1,782
188
1,129
1,737
15,051
(11,706)
3,345
(2,908)
(141)
21
(3,028)
317
10,925 $
1,693 $
12,618 $
10,194
1,829
12,023
As of May 30, 2020, we had approximately $3.7 million of net deferred tax assets related to federal net operating loss
(“NOL”) carryforwards, compared to $3.1 million as of June 1, 2019. Net deferred tax assets related to domestic state NOL
carryforwards at May 30, 2020 amounted to approximately $3.8 million, compared to $3.9 million at June 1, 2019. Net deferred tax
assets related to foreign NOL carryforwards as of May 30, 2020 totaled approximately $0.3 million with various or indefinite
expiration dates. The amount of net deferred tax assets related to foreign NOL carryforwards was $0.4 million as of June 1, 2019. We
also had a domestic net deferred tax asset of $1.8 million of foreign tax credit carryforwards as of May 30, 2020, compared to $1.8
million as of June 1, 2019. We did not have any alternative minimum tax credit carryforward as of May 30, 2020.
We have historically determined that undistributed earnings of our foreign subsidiaries, to the extent of cash available, will be
repatriated to the U.S. The deferred tax liability on the outside basis difference is now primarily withholding tax on future dividend
distributions. Accordingly, we have reduced the deferred tax liability related to undistributed earnings of our foreign subsidiaries from
$0.2 million in fiscal 2019 to less than $0.1 million in fiscal 2020.
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be
generated to use the existing deferred tax assets. A significant component of objective evidence evaluated was the cumulative income
or loss incurred in each jurisdiction over the three-year period ended May 30, 2020. Such objective evidence limits the ability to
consider subjective evidence such as future income projections. We considered other positive evidence in determining the need for a
valuation allowance in the U.S. including the subpart F and GILTI inclusions of our foreign earnings. The weight of this positive
evidence is not sufficient to outweigh other negative evidence in evaluating our need for a valuation allowance in the U.S. jurisdiction.
As of May 30, 2020, a valuation allowance of $12.3 million was established to record only the portion of the deferred tax
asset that will more likely than not be realized. The valuation allowance as of June 1, 2019 was $11.7 million. We recorded a
valuation allowance for all domestic federal and state net deferred tax assets considering the significant cumulative losses in the U.S.
jurisdiction, the reversal of the deferred tax liability for foreign earnings and no forecast of additional U.S. income. The valuation
allowance also related to deferred tax assets in foreign jurisdictions where historical taxable losses have been incurred. The amount of
the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward
period are increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may
be given to subjective evidence such as our projections for growth.
49
Income taxes paid, including foreign estimated tax payments, were $1.0 million, $0.3 million and $0.5 million, during fiscal
2020, fiscal 2019 and fiscal 2018, respectively.
In the normal course of business, we are subject to examination by taxing authorities throughout the world. Generally, years
prior to fiscal 2015 are closed for examination under the statute of limitation for U.S. federal, U.S. state and local or non-U.S. tax
jurisdictions. We are currently under examination in Thailand (fiscal 2008 through 2011). Our primary foreign tax jurisdictions are
Germany and the Netherlands. We have tax years open in Germany beginning in fiscal 2015 and the Netherlands beginning in fiscal
2018.
The uncertain tax positions from continuing operations as of both May 30, 2020 and June 1, 2019 were $0.1 million. We
record penalties and interest related to uncertain tax positions in the income tax expense line item within the Consolidated Statements
of Comprehensive (Loss) Income. Accrued interest and penalties are included within the related tax liability line in the Consolidated
Balance Sheets. We have not recorded a liability for interest and penalties as of May 30, 2020 or June 1, 2019. It is not expected that
there will be a change in the unrecognized tax benefits due to the expiration of various statutes of limitations within the next 12
months.
The following table summarizes the activity related to the unrecognized tax benefits (in thousands):
Unrecognized tax benefits, beginning of period
Currency translation adjustment
Unrecognized tax benefits, end of period
10.
EMPLOYEE BENEFIT PLANS
Fiscal Year Ended
May 30,
2020
June 1,
2019
$
$
130 $
(1)
129 $
138
(8)
130
Employee Profit Sharing Plan: The employee profit sharing plan is a defined contribution profit sharing plan. The profit
sharing plan has a 401(k) provision whereby we match 50% of employee contributions up to 4.0% of pay. Charges to expense for
matching contributions to this plan were $0.5 million, $0.5 million and $0.4 million, during fiscal 2020, fiscal 2019 and fiscal 2018,
respectively.
11.
SEGMENT AND GEOGRAPHIC INFORMATION
In accordance with ASC 280-10, Segment Reporting, we have identified three reportable segments: PMT, Canvys and
Healthcare.
PMT combines our core engineered solutions capabilities, power grid and microwave tube business with new RF, Wireless
and disruptive power technologies. As a manufacturer, technology partner and authorized distributor, PMT’s strategy is to provide
specialized technical expertise and engineered solutions based on our core engineering and manufacturing capabilities on a global
basis. We provide solutions and add value through design-in support, systems integration, prototype design and manufacturing,
testing, logistics and aftermarket technical service and repair—all through our existing global infrastructure. PMT’s focus is on
products for power, RF and microwave applications for customers in 5G, alternative energy, aviation, broadcast, communications,
industrial, marine, medical, military, scientific and semiconductor markets. PMT focuses on various applications including broadcast
transmission, CO2 laser cutting, diagnostic imaging, dielectric and induction heating, high energy transfer, high voltage switching,
plasma, power conversion, radar and radiation oncology. PMT also offers its customers technical services for both microwave and
industrial equipment.
Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical
original equipment manufacturers markets. Our engineers design, manufacture, source and support a full spectrum of solutions to
match the needs of our customers. We offer long term availability and proven custom display solutions that include touch screens,
protective panels, custom enclosures, all-in-ones, specialized cabinet finishes and application specific software packages and
certification services. We partner with both private label manufacturing companies and leading branded hardware vendors to offer the
highest quality display and touch solutions and customized computing platforms.
50
Healthcare manufactures, refurbishes and distributes high value replacement parts for the healthcare market including
hospitals, medical centers, asset management companies, independent service organizations and multi-vendor service providers.
Products include Diagnostic Imaging replacement parts for CT and MRI systems; replacement CT and MRI tubes; CT service
training; MRI coils, cold heads and RF amplifiers; hydrogen thyratrons, klystrons, magnetrons; flat panel detector upgrades; and
additional replacement solutions currently under development for the diagnostic imaging service market. Through a combination of
newly developed products and partnerships, service offerings and training programs, we believe we can help our customers improve
efficiency and deliver better clinical outcomes while lowering the cost of healthcare delivery.
The CEO, who is the Chief Operating Decision Maker, evaluates performance and allocates resources primarily based on the
gross profit of each segment.
Operating results by segment are summarized in the following table (in thousands):
PMT
Net Sales
Gross Profit
Canvys
Net Sales
Gross Profit
Healthcare
Net Sales
Gross Profit
Fiscal Year Ended
May 30, 2020 June 1, 2019 June 2, 2018
$
$
$
118,480 $
38,288
128,902 $
40,254
128,296
43,254
28,926 $
9,313
27,968 $
9,085
26,683
8,410
8,492 $
2,072
9,782 $
2,396
8,233
3,418
A reconciliation of assets to the relevant consolidated amount is as follows (in thousands):
Segment assets
Cash and cash equivalents
Investments - current
Other current assets (1)
Net property, plant and equipment
Operating lease ROU asset
Financing lease ROU asset
Other assets - non-current deferred income taxes
Total assets
May 30, 2020 June 1, 2019
88,470
$
42,019
8,000
3,227
10,772
—
—
529
153,017
89,231 $
30,535
16,000
2,545
10,267
1,285
401
456
150,720 $
$
(1) Other current assets include miscellaneous receivables and prepaid expenses.
Assets are not disclosed by reportable segment as the Company does not track assets by reportable segment and certain assets
are not specific to any reportable segment.
Capital expenditures for our Healthcare segment during fiscal 2020 and fiscal 2019 were approximately $0.4 million and $1.2
million, respectively. In addition, we also had capital expenditures during fiscal 2020 and fiscal 2019 related to the Company’s ERP
system as well as facilities that were not specific to any particular reportable segment.
Geographic net sales information is primarily grouped by customer destination into five areas: North America; Asia/Pacific;
Europe; Latin America; and Other.
51
Net sales and gross profit by geographic region are summarized in the following table (in thousands):
Net Sales
North America
Asia/Pacific
Europe
Latin America
Other (1)
Total
Gross Profit
North America
Asia/Pacific
Europe
Latin America
Other (1)
Total
Fiscal Year Ended
May 30, 2020 June 1, 2019 June 2, 2018
$
$
$
$
65,259 $
32,979
49,394
8,308
(42)
155,898 $
24,494 $
10,629
15,483
2,804
(3,737)
49,673 $
66,228 $
34,681
55,038
10,653
52
166,652 $
24,776 $
10,905
17,425
3,863
(5,234)
51,735 $
67,662
32,607
53,818
9,123
2
163,212
25,996
10,794
18,071
3,602
(3,381)
55,082
(1) Other includes primarily net sales not allocated to a specific geographical region, unabsorbed value-add costs and other
unallocated expenses.
Major Customers
During fiscal 2020 and fiscal 2019, no one customer accounted for more than 10 percent of the Company’s consolidated net
sales. During fiscal 2018, LAM Research Corporation (“LAM”) individually accounted for 11 percent of the Company’s consolidated
net sales. No other customer accounted for more than 10 percent of the Company’s consolidated net sales in fiscal 2018. LAM sales
were included in the PMT segment.
We sell our products to customers in diversified industries and perform periodic credit evaluations of our customers’
financial condition. Terms are generally on open account, payable net 30 days in North America, and vary throughout Asia/Pacific,
Europe and Latin America. Estimates of credit losses are recorded in the financial statements based on monthly reviews of outstanding
accounts.
Net assets by geographic region are summarized in the following table (in thousands):
Net Assets
North America
Asia/Pacific
Europe
Latin America
Total
Fiscal Year Ended
May 30, 2020 June 1, 2019 June 2, 2018
$
$
81,533 $
10,370
24,973
1,784
118,660 $
74,054 $
14,889
32,807
2,007
123,757 $
77,857
17,254
37,911
2,159
135,181
The Company had long-lived assets of $20.2 million as of May 30, 2020 and $21.9 million as of June 1, 2019. The long-lived
assets, which include our fixed assets and intangibles, were primarily in the US. There were approximately $0.6 million of long-lived
assets that belong to our foreign affiliates as of May 30, 2020 and $0.9 million as of June 1, 2019.
The Company had depreciation and amortization expense of $3.4 million, $3.2 million and $3.0 million for fiscal 2020, fiscal
2019 and fiscal 2018, respectively. The depreciation and amortization, which includes our fixed assets and intangibles, were primarily
in the US. Depreciation and amortization expense that belong to our foreign affiliates was approximately $0.3 million for fiscal 2020
and $0.2 million and $0.3 for fiscal 2019 and fiscal 2018, respectively.
52
12.
RISKS AND UNCERTAINTIES
Litigation
On October 15, 2018, Varex Imaging Corporation (“Varex”) filed its original Complaint (Case No. 1:18-cv-06911) against
Richardson Electronics Ltd. (“Richardson”) in the Northern District of Illinois, which was subsequently amended on November 27,
2018. Varex alleged counts of infringement of U.S. Patent Nos. 6,456,692 and 6,519,317. Subsequently, on October 24, 2018, Varex
filed a motion for preliminary injunction to stop the sale of Richardson’s ALTA750 TM product. Richardson filed an opposition to the
preliminary injunction. In January 2019, the Court took evidence on the preliminary injunction issue. On September 30, 2019, the
Court denied Varex’s Motion for Preliminary Injunction. Richardson believes the lawsuit to be without merit and a loss is not
probable or estimable based on the information at the time the financial statements were issued.
Company Response to COVID-19
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain
of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus
spreads globally.
In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in global exposure.
Thereafter, most U.S. states imposed “shelter in place” directives on their populations to stem the spread of COVID-19. Of specific
interest to the Company, shelter in place directives were imposed in the states of Illinois, Massachusetts and South Carolina.
The shelter in place directives generally required the closure of businesses that did not provide essential functions. The
Company was considered a critical supplier of products to healthcare and critical infrastructure businesses. Several of our largest
customers mandated that we continue to supply parts so as not to disrupt the supply chain and their ability to serve critical
industries. As such, the Company qualified as an “Essential Business”. Essential Businesses were allowed to continue to operate
during shelter in place directives. We continued our manufacturing and distribution operations even when a shelter in place directive
was issued. We limited the number of people in any one of our facilities by requiring only employees who could not perform their
work remotely to physically work in a Company US-based facility. The Company advised all other employees that could perform their
job functions remotely to do so. As such, the Company’s operations remained operational.
The impact of the COVID-19 outbreak continues to evolve. As such, the full magnitude that the pandemic will have on the
Company’s financial condition, liquidity and future results of operations is uncertain. Management is actively monitoring the global
situation on its financial condition, liquidity, operations, suppliers, industry and workforce. As the spread of COVID-19 continues, our
ability to meet customer demands for products may be impaired or, similarly, our customers may experience adverse business
consequences due to COVID-19. Reduced demand for products or impaired ability to meet customer demand (including disruptions at
our transportation service providers or vendors) could have a material adverse effect on our business, operations and financial
performance. Some of the decline in fiscal 2020 PMT sales and the decrease in Healthcare sales was primarily due to the COVID-19
global pandemic. While we had some COVID-19 related longer lead times as well as delays impacting new product development
schedules, we did not experience a major interruption in our supply chain. Given the daily evolution of the COVID-19 outbreak and
the global responses to curb its spread, the Company is not presently able to estimate the effects of COVID-19 on its results of
operations, financial condition or liquidity for fiscal year 2021.
Company Response to CARES Act
On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act to provide
certain relief as a result of the COVID-19 outbreak. The CARES Act includes provisions relating to refundable payroll tax credits,
deferral of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds,
increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified
improvement property. The Company continues to examine how these provisions in the CARES Act will impact its financial position,
results of operations and cash flows. In fiscal 2020, the Company deferred $0.2 million of employer side social security tax payments.
The Company has estimated and recorded the overall effects of the CARES Act and does not anticipate a material change.
13.
FAIR VALUE MEASUREMENTS
ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring
fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value
measurements.
53
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers
include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted
prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or
no market data exists; therefore requiring an entity to develop its own assumptions.
As of May 30, 2020, we held investments that were required to be measured at fair value on a recurring basis. Our
investments consist of time deposits and CDs, where face value is equal to fair value.
Investments measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of May 30,
2020 and June 1, 2019 were as follows (in thousands):
May 30, 2020
Time deposits/CDs
Total
June 1, 2019
Time deposits/CDs
Total
Level 1
Level 2
Level 3
$
$
$
$
16,000 $
16,000 $
8,000 $
8,000 $
— $
— $
— $
— $
—
—
—
—
14.
VALUATION AND QUALIFYING ACCOUNTS
The following table presents the valuation and qualifying account activity for fiscal years ended May 30, 2020, June 1, 2019
and June 2, 2018, (in thousands):
Description
Year ended May 30, 2020
Allowance for doubtful accounts
Inventory provisions
Year ended June 1, 2019
Allowance for doubtful accounts
Inventory provisions
Year ended June 2, 2018
Allowance for doubtful accounts
Inventory provisions
Notes:
Balance at
beginning
of period
Charged to
expense
Deductions
Balance at
end
of period
$
$
$
339 $
4,568
349 (1) $
1,013 (3)
(354)(2) $
(188)(4)
309 $
4,027
402 (1) $
1,076 (3)
(372)(2) $
(535)(4)
398 $
3,456
223 (1) $
773 (3)
(312)(2) $
(202)(4)
334
5,393
339
4,568
309
4,027
(1) Charges to bad debt expense.
(2) Uncollectible amounts written off, net of recoveries and foreign currency translation.
(3) Charges to cost of sales. Included in fiscal 2020 were inventory write-downs of $0.6 million for PMT, $0.1 million for Canvys
and $0.3 million for Healthcare.
Inventory disposed of or sold, net of foreign currency translation.
(4)
54
15.
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Description
Fiscal 2020
Net sales
Gross profit
Income (loss) from continuing operations
Net income (loss)
Net income (loss)
Common stock - basic
Class B common stock - basic
Common stock - diluted
Class B common stock - diluted
Fiscal 2019
Net sales
Gross profit
Income (loss) from continuing operations
Net income (loss)
Net income (loss)
Common stock - basic
Class B common stock - basic
Common stock - diluted
Class B common stock - diluted
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
$
$
$
$
$
$
$
$
$
40,653 $
12,951
157
157
39,634 $
12,680
(622)
(622)
38,249 $ 37,362
11,372
12,670
(1,280)
(93)
(1,280)
(93)
0.01 $
0.01 $
0.01 $
0.01 $
(0.05) $
(0.04) $
(0.05) $
(0.04) $
(0.01) $
(0.01) $
(0.01) $
(0.01) $
(0.10)
(0.09)
(0.10)
(0.09)
44,157 $
13,953
431
431
41,314 $
12,971
(304)
(304)
39,018 $ 42,163
12,512
12,299
(6,377) (1)
(1,078)
(6,377) (1)
(1,078)
0.03 $
0.03 $
0.03 $
0.03 $
(0.02) $
(0.02) $
(0.02) $
(0.02) $
(0.08) $
(0.08) $
(0.08) $
(0.08) $
(0.50)
(0.44)
(0.50)
(0.44)
(1)
Includes non-cash impairment of goodwill. Refer to Note 7 “Goodwill and Intangible Assets” of the notes to our consolidated
financial statements.
55
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Richardson Electronics, Ltd.
LaFox, Illinois
Opinion on Internal Control over Financial Reporting
We have audited Richardson Electronics, Ltd.’s (the “Company’s”) internal control over financial reporting as of May 30, 2020, based
on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of May 30, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated balance sheets of the Company and subsidiaries as of May 30, 2020, and June 1, 2019, the related
consolidated statements of comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period
ended May 30, 2020, and the related notes and our report dated August 3, 2020, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO USA, LLP
Chicago, Illinois
August 3, 2020
56
ITEM 9A. CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
Management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer,
evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-
15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of May 30, 2020.
Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed in
the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the
Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management,
including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that
the Company’s disclosure controls and procedures were effective as of May 30, 2020.
(b)
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
A material weakness is a deficiency in internal control over financial reporting that results in more than a remote likelihood
that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision of the Chief Executive Officer and Chief Financial Officer, management conducted an assessment of
the effectiveness of our internal control over financial reporting as of May 30, 2020, based on the framework in the Internal Control-
Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on that assessment, management has concluded that the Company’s internal control over financial reporting was effective as of
May 30, 2020.
Management’s assessment of the effectiveness of our internal control over financial reporting as of May 30, 2020 has been
audited by BDO USA, LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
(c)
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None
57
ITEM 10. Directors, Executive Officers and Corporate Governance
PART III
Information concerning directors and executive officers of the registrant will be contained in our Proxy Statement to be
issued in connection with our Annual Meeting of Stockholders scheduled to be held on October 6, 2020, and is incorporated herein by
reference.
ITEM 11. Executive Compensation
Information concerning executive compensation will be contained in our Proxy Statement to be issued in connection with our
Annual Meeting of Stockholders scheduled to be held on October 6, 2020, and is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information concerning security ownership of certain beneficial owners and management will be contained in our Proxy
Statement to be issued in connection with our Annual Meeting of Stockholders scheduled to be held on October 6, 2020, and is
incorporated herein by reference.
Equity Compensation Plan Information
The following table sets forth information as of May 30, 2020, with respect to compensation plans under which equity
securities were authorized for issuance:
Number of
Securities to
be Issued
Upon Exercise
of Outstanding
Options,
Warrants and
Rights
Weighted
Average Per
Share
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
Number of
Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
the First
Column)
1,403,648
$
8.76
23,564 (1) $
$
1,427,212
12.95 (1)
8.83
884,879
—
884,879
Plan Category
Equity Compensation Plans Approved by
Security Holders
Equity Compensation Plans Not Approved
by Security Holders
Total
(1) Options issued in 1987 pursuant to an employment contract with a former officer and director of Richardson Electronics, Ltd.
ITEM 13. Certain Relationships and Related Transactions and Director Independence
Information concerning certain relationships and related transactions will be contained in our Proxy Statement to be issued in
connection with our Annual Meeting of Stockholders scheduled to be held on October 6, 2020, and is incorporated herein by
reference.
ITEM 14. Principal Accountant Fees and Services
Information concerning accountant fees and services will be contained in our Proxy Statement to be issued in connection with
our Annual Meeting of Stockholders scheduled to be held on October 6, 2020, and is incorporated herein by reference.
58
ITEM 15. Exhibits and Financial Statement Schedules
PART IV
(a)
Exhibit
See Exhibit Index.
(b)
Financial Statements and Financial Statement Schedules.
Our consolidated financial statements being filed as part of this Form 10-K are filed on Item 8 of this Form 10-K. All other
schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have been omitted.
59
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(a)
List of Documents Filed as a Part of This Report:
(1)
Index to Consolidated Financial Statements:
Consolidated Balance Sheets as of May 30, 2020 and June 1, 2019.
Consolidated Statements of Comprehensive (Loss) Income for each of the three years ended May 30, 2020, June 1,
2019 and June 2, 2018.
Consolidated Statements of Cash Flows for each of the three years ended May 30, 2020, June 1, 2019 and June 2, 2018.
Consolidated Statements of Stockholders’ Equity for each of the three years ended May 30, 2020, June 1, 2019 and
June 2, 2018.
Notes to Consolidated Financial Statements.
Report of BDO USA, LLP, Independent Registered Public Accounting Firm.
(2)
Index to Financial Statement Schedules:
All schedules have been omitted because the required information is included in the consolidated financial statements or the
notes thereto, or is not applicable or required.
ITEM 16. Form 10-K Summary
None
60
Exhibit
Number
Description
2(a)
Purchase Agreement between the Company and International Medical Equipment & Services, Inc. dated June 15,
2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on
June 17, 2015).
2(b)
2(c)
3(a)
Acquisition Agreement, dated October 1, 2010, among Richardson Electronics, Ltd., certain subsidiaries of
Richardson Electronics, Ltd. and Arrow Electronics, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2010).
Amendment No. 1 to Acquisition Agreement, dated February 28, 2011, between Richardson Electronics, Ltd., and
Arrow Electronics, Inc. (incorporated by reference to Exhibit 10(q)(i) to the Company’s Annual Report on Form 10-K
for the fiscal year ended May 28, 2011).
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Annex III of the
Proxy Statement filed August 22, 2014).
3(b)
Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the SEC on June 12, 2017).
4*
Description of the Company’s Securities.
10(a) †
Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (incorporated by reference to Annex A to the
Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on August 23,
2011).
10(a)(i) †
Amendment to the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (incorporated by reference to Annex
II to the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on
August 22, 2014).
10(a)(ii)†
Amendment Two to the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (incorporated by reference to
Annex I to the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on
August 24, 2018).
10(b) †
Amended and Restated Edward J. Richardson Incentive Plan (incorporated by reference to Appendix A to the
Company’s Proxy Statement on Schedule 14A, filed with the SEC on August 30, 2012).
10(c) †
Richardson Electronics, Ltd. 2006 Stock Option Plan for Non-Employee Directors (incorporated by reference to
Exhibit A to the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission
on September 12, 2005).
10(d) †
Employment, Nondisclosure and Non-Compete Agreement, dated June 1, 2004, by and between the Company and
Wendy Diddell (incorporated by reference to Exhibit 10.47 to the Company’s Amendment No. 4 to the Registration
Statement on Form S-1, Registration No. 333-113568, filed June 14, 2004).
10(d)(i) †
First Amendment to Employment, Nondisclosure and Non-Compete Agreement, dated May 31, 2007, by and between
the Company and Wendy Diddell (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on
Form 8-K, filed with the Securities and Exchange Commission on June 6, 2007).
10(e) †
Employment, Nondisclosure and Non-Compete Agreement dated June 26, 2014, by and between the Company and
Gregory J. Peloquin (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on
June 27, 2014).
10(f) †
Form of Non-Qualified Stock Option Agreement issued under the Richardson Electronics, Ltd. Employees’ 2001
Incentive Compensation Plan (incorporated by reference to Exhibit 10(o) to the Company’s Annual Report on Form
10-K for the fiscal year ended May 31, 2008).
10(g) †
Employment, Nondisclosure and Non-Compete Agreement between the Company and Lee A. McIntyre III dated June
15, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC
on June 17, 2015).
61
10(g)(i) †
Amendment to the Employment, Nondisclosure and Non-Compete Agreement between the Company and Lee A.
McIntyre III dated June 15, 2015 (incorporated by reference to Exhibit 10(u) to the Company’s Annual Report on
Form 10-K for the fiscal year ended June 2, 2018).
10(g)(ii) †
Amendment, dated December 14, 2018, to the Employment, Nondisclosure and Non-Compete Agreement between
the Company and Lee A. McIntyre III dated June 15, 2015 (incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q for the second quarter of fiscal year ended June 1, 2019).
10(h) †
Employment, Nondisclosure and Non-Compete Agreement between the Company and Robert J. Ben dated as of
August 4, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with
the SEC on August 7, 2015.
10(i) †
10(j) †
10(k) †
10(l) †
10.1 †
Form of Restricted Stock Award Agreement Pursuant to the Richardson Electronics, Ltd. 2011 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10(r) to the Company’s Annual Report on Form 10-K for the fiscal year
ended June 2, 2018).
Form of Nonqualified Stock Option Award for Employees Pursuant to the Richardson Electronics, Ltd. 2011 Long-
Term Incentive Plan (incorporated by reference to Exhibit 10(s) to the Company’s Annual Report on Form 10-K for
the fiscal year ended June 2, 2018).
Form of Nonqualified Stock Option Award for Consultants Pursuant to the Richardson Electronics, Ltd. 2011 Long-
Term Incentive Plan (incorporated by reference to Exhibit 10(t) to the Company’s Annual Report on Form 10-K for
the fiscal year ended June 2, 2018).
Disclosure of departure of Patrick Fitzgerald and change of responsibility of Wendy Diddell, dated March 13, 2019
(incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange
Commission on March 14, 2019).
Employment, Nondisclosure and Non-Compete Agreement between the Company and Jens Ruppert dated June 25,
2015 (incorporated by reference to the Company’s Current Report on Form 10-Q, filed with the Securities and
Exchange Commission on October 10, 2019).
10.2 †*
Amendment, dated June 4, 2020, to the Employment, Nondisclosure and Non-Compete Agreement between the
Company and Lee A. McIntyre III dated June 15, 2015.
14
21*
Corporate Code of Conduct (incorporated by reference to and Form 8-K filed on June 4, 2012).
Subsidiaries of the Company.
23.1*
Consent of Independent Registered Public Accounting Firm - BDO USA, LLP.
31.1*
Certification of Edward J. Richardson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed pursuant to
Part I).
31.2*
Certification of Robert J. Ben pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I).
32*
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed pursuant to Part I).
101*
The following financial information from our Annual Report on Form 10-K for the fourth quarter and fiscal year
ended May 30, 2020, filed with the SEC on August 3, 2020, formatted in Extensible Business Reporting Language
(XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of (Loss) Income and Comprehensive
(Loss) Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statement of Stockholder’s
Equity and (v) Notes to Consolidated Financial Statements.
†
*
Executive Compensation Plan or Agreement
Filed herewith
62
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Signature
Title
By:
/s/ Edward J. Richardson
Edward J. Richardson
Chairman of the Board, Chief Executive Officer
(Principal Executive Officer), President and Director
Date
August 3, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
/s/ Edward J. Richardson
Edward J. Richardson
Chairman of the Board, Chief Executive Officer
(Principal Executive Officer), President and Director
/s/ Robert J. Ben
Robert J. Ben
/s/ Paul J. Plante
Paul J. Plante
/s/ Jacques Belin
Jacques Belin
/s/ James Benham
James Benham
/s/ Kenneth Halverson
Kenneth Halverson
/s/ Robert Kluge
Robert Kluge
Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
Date
August 3, 2020
August 3, 2020
August 3, 2020
August 3, 2020
August 3, 2020
August 3, 2020
August 3, 2020
63
Exhibit 4
Description of Capital Stock
As of June 1, 2020, Richardson Electronics, Ltd. (the “Company,” “we,” “us,” and “our”) has
one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as
amended: our common stock (the “Common Stock”).
The following description of our capital stock is a summary of the material terms and provisions
that apply to our capital stock. The summary does not purport to be complete. The summary is
subject to and qualified in its entirety by reference to our Amended and Restated Certificate of
Incorporation (“Certificate of Incorporation”) and our Amended and Restated By-Laws (“By-
Laws”), which are filed as exhibits to our Annual Report on Form 10-K and are incorporated by
reference herein. We encourage you to carefully review our Certificate of Incorporation and our
Bylaws for additional information.
As of June 1, 2020, there were outstanding 11,038,235 shares of Common Stock and 2,096,919
shares of Class B common stock (the “Class B Stock”).
Authorized Capital Stock
Our Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares, comprised of
17,000,000 shares of Common Stock, par value $.05 per share and 3,000,000 shares of Class B
Stock, par value $.05 per share.
Common Stock
Voting Rights
The holders of our Common Stock are entitled to one vote for each share they own and vote
together with holders of Class B Stock and any preferred stock on all matters voted on by our
stockholders (except to the extent required by law or provided by the Certificate of
Incorporation).
The Common Stock does not have cumulative voting rights.
Dividends
The holders of the Common Stock shall be entitled to receive, to the extent permitted by law,
such dividends as may be declared from time to time by the Board of Directors, provided,
however, that: (a) no cash dividend shall be declared or paid on the Common Stock unless a cash
dividend equal to 90% of the cash dividend on the Common Stock is simultaneously declared
and paid on the Class B Stock; (b) other than cash dividends under (a) above, no other
distribution of assets, property, rights to subscribe or evidence of indebtedness shall be declared
or paid on the Common Stock unless a distribution in like kind and equal per share amount is
simultaneously declared and paid on the Class B Stock; and (c) stock dividends declared on the
Common Stock shall be payable solely in shares of Common Stock. No stock dividend shall be
declared or paid on the Common Stock unless a stock dividend payable in shares of Class B
Stock, proportionately on a per share basis, is simultaneously declared and paid on the Class B
Stock.
Other Provisions
All of the outstanding shares of Common Stock are fully paid and non-assessable. Holders of
Common Stock have no preemptive rights to purchase or subscribe for any stock or other
securities and there are no conversion rights or redemption or sinking fund provisions with
respect to our Common Stock.
Class B Stock
Voting Rights
The holders of our Class B Stock are entitled to ten votes for each share they own and vote
together with holders of Common Stock and preferred stock on all matters voted on by our
stockholders (except to the extent required by law or provided by the Certificate of
Incorporation).
The Class B Stock does not have cumulative voting rights.
Dividends
The holders of the Class B Stock shall be entitled to receive, to the extent permitted by law, such
dividends as may be declared from time to time by the Board, provided, however, that: (a) no
cash dividend shall be declared or paid on the Class B Stock unless a cash dividend is
simultaneously declared and paid on the Common Stock in an amount so that the cash dividend
on the Class B Stock is 90% of the cash dividend on the Common Stock; (b) other than cash
dividends under (a) above, no other distribution of assets, property, rights to subscribe or
evidence of indebtedness shall be declared or paid on the Class B Stock unless a cash dividend or
such other distribution in like kind and equal per share amount is simultaneously declared and
paid on the Common Stock; and (c) stock dividends declared on the Class B Stock shall be
payable solely in shares of Class B Stock. No stock dividend shall be declared or paid on the
Class B Stock unless a stock dividend payable in shares of Common Stock, proportionately on a
per share basis, is simultaneously declared and paid on the Common Stock.
Restrictions on Transfer
Shares of Class B Stock are not freely transferable. A holder of shares of Class B Stock may
transfer those shares (whether by sale, assignment, gift, bequest, appointment or otherwise) only
to a “Permitted Transferee” (as defined below). A transfer of Class B Stock to any person or
entity other than a “Permitted Transferee” will result in the automatic conversion of those shares
of Class B Stock into shares of Common Stock on a share-for-share basis.
The “Permitted Transferees” of an individual holder of shares of Class B Stock generally include
record holders of shares as described below:
(i)
that stockholder's spouse;
(ii)
(iii)
(iv)
(v)
any lineal descendant of a grandparent of that stockholder and any spouse of that
lineal descendant (we refer to these descendants and their spouses, together with the
stockholders in question and their spouses, as the “Class B stockholder's family
members”);
a trustee of a trust for the sole benefit of that stockholder, that Class B stockholder's
family members and certain charitable organizations;
certain charitable organizations established by that stockholder or that Class B
stockholder's family members or the Company;
a partnership or corporation all of the beneficial ownership of which is owned (and
continues to be owned) by that stockholder and/or certain other Permitted
Transferees;
(vi)
the executor or administrator of the estate of that stockholder; and
(vii)
an employee stock ownership plan of ours.
Shares of Class B Stock may only be registered in the name of the beneficial owner thereof and
not in a “street” or “nominee” name. The “beneficial owner” of shares of Class B Stock is
defined as the person or persons who, or the entity or entities which, possess the power to direct
the voting or the disposition of such shares.
Conversion
Shares of Class B Stock are convertible into Common Stock on a share-for-share basis at all
times at the option of the holder without charge for any stamp or similar tax in respect of such
issuance. In general, the conversion will be effective as of the date the Class B Stock is
surrendered to us for conversion.
Any transfer, pledge or other disposition of shares of Class B Stock other than to a Permitted
Transferee will result in an automatic conversion to Common Stock, on a share-for-share basis,
unless such pledge is pursuant to a bona fide pledge of such shares as collateral security for
indebtedness due to the pledgee, provided that such shares shall not be transferred to or
registered in the name of the pledgee and shall remain subject to the restrictions of transfer
described above.
If at any time the number of issued and outstanding shares of Class B Stock falls below 10% of
the aggregate number of issued and outstanding shares of Common Stock, Class B Stock and
preferred stock, all the outstanding shares of Class B Stock immediately and automatically will
be converted into shares of Common Stock. In the event of such a conversion, certificates
formerly representing outstanding shares of Class B Stock will thereafter be deemed to represent
a like number of shares of Common Stock.
All shares of Class B Stock received by the Company upon conversion thereof into Common
Stock will be returned to the status of authorized but unissued shares of Class B Stock.
Other Provisions
All of the outstanding shares of Class B Stock are fully paid and non-assessable. Holders of
Class B Stock have no preemptive rights to purchase or subscribe for any stock or other
securities and there are no redemption or sinking fund provisions with respect to our Class B
Stock. The Class B Stock is subject to transfer and conversion restrictions described above.
Certain Provisions of Delaware Law, Our Certificate of Incorporation and By-Laws
Class B Stock
The holders of our Class B Stock are entitled to 10 votes for each share they own. As a result, the
holders of Class B Stock have the ability to elect our board of directors. So long as the holders of
Class B Stock constitute more than 50% of our voting power, they have the ability to control any
possible merger, consolidation or sale of assets involving us.
Delaware Anti-Takeover Law
We are subject to Section 203 (“Section 203”) of the Delaware General Corporation Law. Under
this provision, we may not engage in any “business combination” with any interested stockholder
for a period of three years following the date the stockholder became an interested stockholder,
unless:
(i)
(ii)
(iii)
prior to that date our Board of Directors approved either the business combination or
the transaction that resulted in the stockholder becoming an interested stockholder;
upon completion of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the voting
stock outstanding at the time the transaction began; or
on or following that date, the business combination is approved by our Board of
Directors and authorized at an annual or special meeting of stockholders by the
affirmative vote of at least two-thirds of the outstanding voting stock that is not
owned by the interested stockholder.
Section 203 defines “business combination” to include, subject to limited exceptions:
(i)
(ii)
(iii)
(iv)
any merger or consolidation involving the corporation and the interested stockholder;
any sale, transfer, pledge or other disposition of 10% or more of the assets of the
corporation involving the interested stockholder;
any transaction that results in the issuance or transfer by the corporation of any stock
of the corporation to the interested stockholder;
any transaction involving the corporation that has the effect of increasing the
proportionate share of the stock of any class or series of the corporation beneficially
owned by the interested stockholder; or
(v)
the receipt by the interested stockholder of the benefit of any loans, advances,
guarantees, pledges or other financial benefits provided by or through the corporation.
In general, Section 203 defines an “interested stockholder” as any entity or person beneficially
owning 15% or more of the outstanding voting stock of the corporation and any entity or person
affiliated with or controlling or controlled by the entity or person.
The restrictions of Section 203 of the Delaware General Corporation Law do not apply to
corporations that have elected, in the manner provided therein, not to be subject to Section 203 of
the Delaware General Corporation Law. The Company has not made such an election.
Accordingly, the Company would be subject to Section 203 in the event of a business
combination.
Transfer Agent
Broadridge Corporate Issuer Solutions, Inc. is the Transfer Agent and Registrar for our capital
stock.
Exhibit 10.2
Corporate Headquarters
40W267 Keslinger Road
PO Box 393
LaFox, IL 60147-0393 USA
June 4, 2020
Mr. Trey McIntyre Ill
4134 Birkshire Heights
Fort Mill, SC 29708
Re: Amendment 3 to the Employment, Nondisclosure and Non-Compete Agreement
Dated June 15, 2015
Dear Trey:
Effective June 4, 2020, RICHARDSON ELECTRONICS, Ltd. (“Employer”) and Trey McIntyre
(“Employee”) agree to the following changes to the Employment, Nondisclosure and Non-Compete
Agreement (“Agreement”) between Employer and Employee dated June 15, 2015, inclusive of
Amendment 1 dated April 10, 2018, and Amendment 2 dated December 14, 2018:
• Section 1.02 Term of Employment. Employee’s employment pursuant to this Agreement
shall commence on June 15, 2015, or such other date as may be agreed upon by
Employee and the Employer and, subject to the other provisions of this Agreement and
subsequent Amendment 1 and Amendment 2, the term of such employment (the
“Employment Term”) shall continue on an “at will” basis.
• Both parties agree to review this Agreement, Amendment 1 and Amendment 2 every six
months and mutually agree on any changes.
• All terms not set forth herein shall remain the same as the Agreement, Amendment 1 and
Amendment 2.
Please review the terms and conditions given above, sign this Amendment 3, keep one copy for
your records, and return the other copy to us. Please do not hesitate to contact me should you
have any questions or concerns.
Sincerely yours,
Wendy Diddell
Chief Operating Officer
I accept the terms and conditions given above.
Signature:
Date of Signature:
SUBSIDIARIES OF THE COMPANY
Exhibit 21
Richardson Electronics Pty Limited
Richardson Electronics do Brasil Ltda.
Richardson Electronics Canada, Ltd.
Richardson Electronics Trading (China) Co., Ltd.
Richardson Powerlink MEA
Richardson Electronique SAS
Richardson Electronics GmbH
Richardson Electronics Hong Kong Limited
Richardson Electronics India Private Limited
Aviv-Richardson Ltd.
Richardson Electronics S.r.l.
Richardson Electronics Japan K.K.
Richardson Electronics Korea Limited
Richardson Electronics S.A. de C.V.
Richardson Electronics Benelux B.V.
Richardson Electronics Netherlands, B.V.
Richardson Electronics Global Holdings BV
Richardson Electronics Pte. Ltd.
Richardson Electronics Iberica S.A.
Richardson Electronics Nordic AB
Richardson Electronics (Thailand) Limited
Richardson Electronics Limited
Richardson International, Inc.
Australia
Brazil
Canada
China
United Kingdom
France
Germany
Hong Kong
India
Israel
Italy
Japan
Korea
Mexico
Netherlands
Netherlands
Netherlands
Singapore
Spain
Sweden
Thailand
United Kingdom
United States
Richardson Electronics 10-K
Richardson Electronics, Ltd.
LaFox, Illinois
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Number 333-04767, 333-70914,
333-129828, 333-146879, 333-182907, 333-206044 and 333-227876) of Richardson Electronics, Ltd. of our reports dated August 3,
2020, relating to the consolidated financial statements, and the effectiveness of Richardson Electronics, Ltd.’s internal control over
financial reporting, which appear in this Form 10-K.
BDO USA, LLP
/s/ Chicago, Illinois
August 3, 2020
Richardson Electronics 10-K
I, Edward J. Richardson, certify that:
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Richardson Electronics, Ltd. for the fiscal year ended May 30, 2020;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: August 3, 2020
Signature:
/s/ Edward J. Richardson
Edward J. Richardson
Chairman of the Board and Chief Executive Officer
Richardson Electronics 10-K
I, Robert J. Ben, certify that:
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Richardson Electronics, Ltd. for the fiscal year ended May 30, 2020;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: August 3, 2020
Signature:
/s/ Robert J. Ben
Robert J. Ben
Chief Financial Officer and Chief Accounting Officer
Richardson Electronics 10-K
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32
In connection with the Annual Report of Richardson Electronics, Ltd. (the “Company”) on Form 10-K for the fiscal year ended
May 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward J. Richardson,
Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of
operations of the Company.
/s/ Edward J. Richardson
Edward J. Richardson
Chairman of the Board and Chief Executive Officer
August 3, 2020
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Richardson Electronics, Ltd. (the “Company”) on Form 10-K for the fiscal year ended
May 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert J. Ben, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of
operations of the Company
/s/ Robert J. Ben
Robert J. Ben
Chief Financial Officer and Chief Accounting Officer
August 3, 2020