| UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section
13 or 15(d) of the Securities Exchange Act of
1934 | |
| Date of Report (Date of earliest event reported) | December 17, 2002 |
| Exact name of registrant as specified in its charter | Richardson Electronics, Ltd. |
| State or other jurisdiction of incorporation | Delaware |
| Commission file Number | 0-12906 |
| IRS Employer Identification No. | 36-2096643 |
| Address of principal executive office | 40W267 Keslinger Road, P. O. Box 393, La Fox, IL |
| Zip Code | 60147-0393 |
| Registrant's telephone number, including area code | 630-208-2200 |
This Current Report on Form 8-K contains a total of 5 pages.
Item 9. Regulation FD Disclosure
Richardson
Reports Sales Increased 9.5% Sequentially in the Second Quarter
LaFox, IL, Tuesday
December 17, 2002: Richardson Electronics, Ltd. (NASDAQ: RELL)
today reported results for the second quarter of fiscal 2003, which ended November 30, 2002.
Revenues in the second quarter of 2003 were $119.0 million, an increase of 9.5% from the
previous quarter. Revenues from continuing operations, excluding the Medical Glassware Business
sold in February 2002, increased 6.5% from the prior year. Net earnings were $1.2 million, or
$0.09 per share, compared to net earnings of $0.9 million, or $0.07 per share for the same
quarter last year. The Company's three largest business units, RF & Wireless Communications, Security Systems,
and Industrial Products, and three largest regions, North America, Europe and Asia Pacific, all recorded
revenue growth over the same quarter and six-month period last year. Edward J. Richardson, Chairman of the Board and Chief Executive Officer, said, "The strong
broad based growth achieved across our largest strategic business units we believe demonstrates the
global demand for our engineered solutions strategy." For the six-month period, revenues from continuing operations in the six months increased
6.9% from the prior year. Overall revenues were $227.6 million, an increase of 3.4% from the six-month
period a year ago. Net earnings, before cumulative effect of change in accounting principle,
in the six months were $1.5 million, or $0.11 per share, compared to $0.5 million, or $0.04 per share a year ago. The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets", effective June 1, 2002.
In accordance with the transitional rules for this pronouncement, the Company completed its evaluation
of the carrying value of goodwill and determined that the carrying value exceeded the fair value
in certain instances. As a result of this new pronouncement, Richardson recorded an impairment
charge of $17.9 million net of tax, or $1.28 per share, which has been recorded as a cumulative effect of
accounting change in the first quarter of fiscal 2003. "This was the second consecutive quarter of growth compared to the declines we experienced last year,"
added Mr. Richardson. "This improvement combined with the strong bookings that we have experienced so far
suggests that the worst is behind us, and we are returning to normal market conditions. " Mr. Richardson concluded, "Bookings were up 17% sequentially in the quarter with all four business
units growing. We have solid momentum going into the second half of our fiscal year to continue market
share gains and year-over-year growth in an otherwise non-eventful economy." On Wednesday, December 18, 2002 at 9:00 a.m. CST, Mr. Edward J. Richardson, Chairman and Chief
Executive Officer will host a conference call to discuss the release. A question and answer session
will be included as part of the call's agenda. To listen to the call, please dial 800-553-0272
approximately five minutes prior to the start of the call. A replay of the call will be available
from 12:30 p.m. on December 18, 2002 through March 25, 2003. The telephone numbers for the replay are
(USA) 800-475-6701 and (International) 320-365-3844; access code 663870. This release includes certain "forward looking" statements as defined by the SEC. Such statements
are not guarantees of future performance since the company's operations involve risks and uncertainties
and actual results may differ materially from predictions. Reference is made to the company's Form 10-Q's and 10-K's
for a summary of some of the risks that may affect the company's performance.
About Richardson Electronics
Richardson Electronics, Ltd. is a global provider
of "engineered solutions," serving the RF and wireless communications, industrial power conversion,
security and display systems markets. The Company delivers engineered solutions for its customers'
needs through product manufacturing, systems integration, prototype design and assembly, testing and
logistics. Press announcements and other information about Richardson are available on the World Wide Web at
http://www.rell.com/investor.asp.
| Richardson Electronics,
Ltd. Consolidated Condensed Statements of Operations Second Quarter Fiscal 2003, Ended November 30, 2002 (in thousands, except per share amounts) | |||||
| Three Months
|
Six Months
| ||||
| FY 2003
|
FY 2002
|
FY 2003
|
FY 2002
| ||
| Net sales | $ 118,958 | $ 115,499 | $ 227,572 | $ 220,180 | |
| Cost of products sold | 90,045
|
87,118
|
171,505
|
165,325
| |
| Gross margin | 28,913 | 28,381 | 56,067 | 54,855 | |
| Selling, general and administrative expense | 24,458
|
23,312
|
48,704
|
46,854
| |
| Operating income | 4,455 | 5,069 | 7,363 | 8,001 | |
| Other expenses, net | 2,595
|
3,656
|
5,059
|
7,144
| |
| Income before income taxes and cumulative effect of accounting change | 1,860 | 1,413 | 2,304 | 857 | |
| Income taxes | 670
|
511
|
830
|
309
| |
| Net income before cumulative effect of accounting change | 1,190 | 902 | 1,474 | 548 | |
| Cumulative effect of accounting change, net of tax (Note 1) | -
|
-
|
(17,862)
|
-
| |
| Net income (loss) | $ 1,190
|
$ 902
|
$ (16,388)
|
$ 548
| |
| Net income (loss)
per share - basic: Net income per share before cumulative effect of accounting change |
$ .09 |
$ .07 |
$ .11 |
$ .04 | |
| Cumulative effect of accounting change, net of tax | -
|
-
|
(1.30)
|
-
| |
| Net income(loss) per share | $ .09
|
$ .07
|
$ (1.19)
|
$ .04
| |
| Average shares outstanding | 13,789
|
13,614
|
13,785
|
13,570
| |
| Net income (loss)
per share - diluted: Net income per share before cumulative effect of accounting change |
$ .09 |
$ .07 |
$ .11 |
$ .04 | |
| Cumulative effect of accounting change, net of tax | -
|
-
|
(1.28)
|
-
| |
| Net income(loss) per share | $ .09
|
$ .07
|
$ (1.17)
|
$ .04
| |
| Average shares outstanding | 13,871
|
13,806
|
14,004
|
13,883
| |
| Dividends per common share | $ .04
|
$ .04
|
$ .08 |
$ .08
| |
Notes:
| First Quarter
|
|
| Net income as previously reported | $ 284 |
| Cumulative effect of accounting change, net of tax | (17,862)
|
| Net loss as revised | (17,578)
|
| Net income per share - basic as previously reported | $ 0.02 |
| Cumulative effect of accounting change, net of tax | (1.30)
|
| Net loss per share - basic as revised | (1.28)
|
| Net income per share - diluted as previously reported | $ 0.02 |
| Cumulative effect of accounting change, net of tax | (1.26)
|
| Net loss per share - diluted as revised | (1.24)
|
| Richardson Electronics,
Ltd. Sales and Gross Margin Second Quarter Fiscal 2003, Ended November 30, 2002 (in thousands, unaudited) | |||||||
| By Business Unit: | Sales
|
Gross Margin
| |||||
| FY 2003
|
FY 2002
|
% Change
|
FY 2003
|
GM% of Sales
|
FY 2002
|
GM% of Sales
| |
|
Second
Quarter |
$ 58,386 19,707 23,989 14,833 245 1,798 |
$ 53,077 18,750 21,491 15,839 3,981 2,361 |
10.0% 5.1% 11.6% -6.4% -93.8% |
$ 13,091 6,480 6,013 3,993 31 (695) |
22.4% 32.9% 25.1% 26.9% 12.7% |
$ 12,546 6,164 5,084 4,001 818 (232) |
23.6% 32.9% 23.7% 25.3% 20.5% |
| Total | $118,958
|
$115,499
|
3.0% | $ 28,913
|
24.3% | $ 28,381
|
24.6% |
| Excliuding MSG | $118,713 | $111,518 | 6.5% | $ 28,882 | 24.3% | $ 27,563 | 24.7% |
| Full Year
RFWC IPG SSD DSG MSG Corporate |
$110,187 38,469 46,396 28,122 844 3,554 |
$97,540 37,534 41,880 30,701 8,057 4,468 |
13.0% 2.5% 10.8% -8.4% -89.5% |
$ 24,975 12,891 11,447 7,596 187 (1,029) |
22.7% 33.5% 24.7% 27.0% 22.2% |
$ 23,736 12,561 9,869 7,709 1,751 (771) |
24.3% 33.5% 23.6% 25.1% 21.7% |
| Total | $227,572
|
$220,180
|
3.4% | $ 56,067
|
24.6% | $ 54,855
|
24.9% |
| Excluding MSG | $226,728 | $212,123 | 6.9% | $ 55,880 | 24.6% | $ 53,104 | 25.0% |
| By Area: | Sales
|
Gross Margin
| |||||
| FY 2003
|
FY 2002
|
% Change
|
FY 2003
|
GM% of Sales
|
FY 2002
|
GM% of Sales
| |
| Second Quarter
North America Europe Asia/Pacific Latin America Other Corporate |
$ 67,126 24,924 18,768 4,968 1,374 1,798 |
$ 60,641 24,697 18,299 7,545 1,956 2,361 |
10.7% 0.9% 2.6% -34.2% -29.8% |
$ 16,948 6,666 4,193 1,460 341 (695) |
25.2% 26.7% 22.3% 29.4% 24.8% |
$ 15,603 6,446 4,091 1,998 475 (232) |
25.7% 26.1% 22.4% 26.5% 24.3% |
| Total | $ 118,958
|
$115,499
|
3.0% | $ 28,913
|
24.3% | $ 28,381
|
24.6% |
| Full Year
North America Europe Asia/Pacific Latin America Other Corporate |
$ 127,724 47,364 36,101 10,035 2,794 3,554 |
$ 120,869 45,472 31,373 14,252 3,746 4,468 |
5.7% 4.2% 15.1% -29.6% -25.4% |
$ 32,586 12,619 8,409 2,751 731 (1,029) |
25.5% 26.6% 23.3% 27.4% 26.2% |
$ 31,206 12,135 7,486 3,879 920 (771) |
25.8% 26.7% 23.9% 27.2% 24.6% |
| Total | $ 227,572
|
$ 220,180
|
3.4% | $ 56,067
|
24.6% | $ 54,855
|
24.9% |
|
| |||||||