UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 0-12906
RICHARDSON ELECTRONICS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 36-2096643
(State of incorporation) (I.R.S. Employer Identification No.)
40W267 Keslinger Road, PO Box 393,LaFox, Illinois 60147
(Address of principal executive offices and zip code)
(630) 208-2200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 X No
As of October 13, 2000, there were outstanding 10,124,666 shares of Common
Stock, $.05 par value, and 3,231,562 shares of Class B Common Stock, $.05 par
value, which are convertible into Common Stock on a share-for-share basis.
This Quarterly Report on Form 10-Q contains 17 pages. An exhibit index is at
page 15.
(1)
Richardson Electronics, Ltd. and Subsidiaries
Form 10-Q
For the Three-Month Period Ended August 31, 2000
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Consolidated Condensed Balance Sheets 3
Consolidated Condensed Income Statements 4
Consolidated Condensed Statements of Cash Flows 5
Notes to Consolidated Condensed Financial Statements 6
Management's Discussion and Analysis of Results
of Operations and Financial Condition 10
PART II- OTHER INFORMATION 15
(2)
Richardson Electronics, Ltd. and Subsidiaries
Consolidated Condensed Balance Sheets
(in thousands)
August 31 May 31
2000 2000
--------- ---------
(Unaudited)
ASSETS
-------
Current assets:
Cash and equivalents $ 11,195 $ 11,832
Receivables, less allowance of $3,251 and
$2,991 85,907 77,821
Inventories 128,015 119,224
Other 13,873 13,346
--------- ---------
Total current assets 238,990 222,223
Property, plant and equipment 66,290 64,091
Less accumulated depreciation (39,552) (38,240)
--------- ---------
Property, plant and equipment, net 26,738 25,851
Other assets 18,170 16,851
--------- ---------
Total assets $283,898 $264,925
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 35,707 $ 30,882
Accrued expenses 11,725 14,452
Notes payable and current portion of
long-term debt 1,928 2,619
--------- ---------
Total current liabilities 49,360 47,953
Long-term debt, less current portion 127,703 117,643
Deferred income taxes 5,367 5,336
Stockholders' equity:
Common stock, $.05 par value; issued 11,858
at August 31, 2000 and 11,670 at
May 31, 2000 593 583
Class B common stock, convertible, $.05 par
value; issued 3,232 at August 31, 2000
and at May 31, 2000 162 162
Additional paid-in capital 87,983 84,514
Common stock in treasury, at cost; 1,748
shares at August 31, 2000 and 1,915 at
May 31, 2000 (10,292) (11,045)
Retained earnings 38,346 34,184
Foreign currency translation adjustment (15,324) (14,405)
--------- ---------
Total stockholders' equity $101,468 $ 93,993
--------- ---------
Total liabilities and
stockholders' equity $283,898 $264,925
========= =========
See notes to consolidated condensed financial statements.
(3)
Richardson Electronics, Ltd. and Subsidiaries
Consolidated Condensed Statements of Income
For the Three-month Periods Ended August 31, 2000 and 1999
(unaudited) (in thousands, except per share amounts)
2000 1999
--------- ---------
Net sales $120,106 $ 95,564
Cost of products sold 88,473 69,896
--------- ---------
Gross margin 31,633 25,668
Selling, general and
administrative expenses 22,294 19,587
--------- ---------
Operating income 9,339 6,081
Other (income) expense:
Interest expense 2,475 2,275
Investment income (42) (127)
Other, net 26 82
--------- ---------
2,459 2,230
--------- ---------
Income before income taxes 6,880 3,851
Income taxes 2,200 1,150
--------- ---------
Net income $ 4,680 $ 2,701
========= =========
Net income per share - basic:
Net income per share $ .35 $ 0.21
========= =========
Average shares outstanding 13,200 12,624
========= =========
Net income per share - diluted:
Net income per share $ .32 $ 0.21
========= =========
Average shares outstanding 17,528 12,686
========= =========
Dividends per common share $ .04 $ 0.04
========= =========
Comprehensive income:
Net income $ 4,680 $ 2,701
Foreign currency translation (919) 998
--------- ---------
Comprehensive income $ 3,761 $ 3,699
========= =========
See notes to consolidated condensed financial statements.
(4)
Richardson Electronics, Ltd. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
For the Three-Month Periods Ended August 31, 2000 and 1999
(in thousands) (unaudited)
2000 1999
--------- ---------
Operating Activities:
Net income $ 4,680 $ 2,701
Non-cash charges to income:
Depreciation 1,358 1,123
Amortization of intangibles and financing
costs 193 198
Deferred income taxes (58) 540
Contribution to employee stock ownership
plan 1,310 --
--------- ---------
Total non-cash charges 2,803 1,861
--------- ---------
Changes in working capital, net of effects
of currency translation and business
acquisitions:
Accounts receivable (7,100) (2,921)
Inventories (9,241) (560)
Other current assets (343) (503)
Accounts payable 4,254 2,754
Other liabilities (3,262) (691)
--------- ---------
Net changes in working capital (15,692) (1,921)
--------- ---------
Net cash (used in) provided by
operating activities (8,209) 2,641
--------- ---------
Financing Activities:
Proceeds from borrowings 21,597 4,077
Payments on debt (12,333) (752)
Proceeds from stock issuance 2,920 8
Cash dividends (518) (477)
--------- ---------
Net cash provided by financing
activities 11,666 2,856
--------- ---------
Investing Activities:
Capital expenditures (2,274) (1,825)
Business acquisitions (1,535) (400)
Investments, notes receivable and other (285) (275)
--------- ---------
Net cash used in investing activities (4,094) (2,500)
--------- ---------
(Decrease) Increase in cash and
equivalents (637) 2,997
Cash and equivalents at beginning of year 11,832 12,569
--------- ---------
Cash and equivalents at end of period $ 11,195 $ 15,566
========= =========
See notes to consolidated condensed financial statements.
(5)
Richardson Electronics, Ltd. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
Three-Month Period Ended August 31, 2000
(Unaudited)
Note A -- Basis of Presentation
The accompanying unaudited Consolidated Condensed Financial Statements
(Statements) have been prepared in accordance with generally accepted
accounting principles for interim financial information and the instructions
to Form 10-Q. In the opinion of management, all adjustments necessary for a
fair presentation of the results of operations for the periods covered have
been reflected in the Statements. Certain information and footnotes necessary
for a fair presentation of the financial position and results of operations
in conformity with generally accepted accounting principles have been omitted
in accordance with the aforementioned instructions. It is suggested that the
Statements be read in conjunction with the Financial Statements and Notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 2000.
The Statements are presented for the first quarter of fiscal 2001 (period
ended August 31, 2000) compared to first quarter of fiscal 2000 (period ended
August 31, 1999). The Company accounts for its results of operations on a
52/53 week period ending on the Saturday nearest May 31 each year. Results
for the first quarter include 13 weeks in fiscal 2001 and 14 weeks in fiscal
2000.
Note B -- Income Taxes
The income tax provisions for the three-month periods ended August 31, 2000
and August 31, 1999 are based on the estimated annual effective tax rates of
32% and 30%, respectively. The effective rate is less than the U.S. federal
statutory rate of 34% due to U.S. foreign sales corporation tax benefits and
utilization of previously unrecognized foreign net operating loss
carryforwards, partially offset by state income taxes.
Note C - Calculation of Earnings per Share
Basic earnings per share is calculated by dividing net income by the weighted
average number of Common and Class B Common shares outstanding. Diluted
earnings per share is calculated by dividing net income (adjusted for
interest savings, net of tax, on assumed bond conversions) by the actual
shares outstanding and share equivalents that would arise from the exercise
of stock options and the assumed conversion of convertible bonds. Out-of-the-
money (exercise price higher than market price) stock options are excluded
from the calculation because they are anti-dilutive. The Company's 8 1/4% and
(6)
Richardson Electronics, Ltd. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
Three-Month Period Ended August 31, 2000
(Unaudited)
7 1/4% convertible debentures are excluded from the calculation in fiscal
2000 as assumed conversion would be anti-dilutive. The per share amounts
presented in the Consolidated Condensed Income Statement are based on the
following amounts:
First Quarter
FY 2001 FY 2000
------- -------
Numerator for basic EPS:
Net income $ 4,680 $ 2,701
======= =======
Denominator for basic EPS:
Shares outstanding, June 1 12,987 12,623
Additional shares issued 213 1
------- -------
Average shares outstanding 13,200 12,624
======= =======
Numerator for diluted EPS:
Net income $4,680 $2,701
Interest savings, net of tax, on
assumed conversion of bonds 865 -
------- -------
Adjusted net income $5,545 $2,701
======= =======
Denominator for diluted EPS:
Average shares outstanding 13,200 12,624
Effect of dilutive stock options 648 62
Assumed conversion of bonds 3,680 -
------- -------
Average shares outstanding 17,528 12,686
======= =======
Note D - Industry and Market Information
The Company completed the reorganization of its marketing and sales structure
into five strategic business units (SBU's) in the fourth quarter of fiscal
2000. Historical data for the first quarter of fiscal 2000 has been restated
to conform to the new organization structure. The new units are: RF &
Wireless Communications Group (Wireless), Industrial Power Group
(Industrial), Medical Systems Group (Medical), Security Systems Division
(Security) and Display Systems Group (Display).
Wireless serves the rapidly expanding wireless voice and data
telecommunications industry and radio and television broadcast industry.
Industrial serves a broad range of customers including the steel, automotive,
textile, plastics, semiconductor, marine and avionics industries.
Medical serves the medical imaging market, providing system upgrade and
integration services in addition to a wide range of diagnostic imaging
components.
(7)
Richardson Electronics, Ltd. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
Three-Month Period Ended August 31, 2000
(Unaudited)
Security provides security systems and related design services with an
emphasis on closed circuit television (CCTV).
Display provides system integration and custom product solutions for the
public information display, financial, point-of-sale and general data display
markets.
SBUs are managed by Vice Presidents and General Managers who report to the
President and Chief Operating Officer. The President evaluates performance
and allocates resources, in part, based on the direct operating contribution
of each SBU. Direct operating contribution is defined as gross margin less
product management and direct selling expenses. In North America and Europe,
the sales force is organized by SBU and, accordingly, these costs are
included in direct expenses. In Latin America, Asia / Pacific and the rest of
the world, some of the regional sales force is shared and, accordingly, is
not included in direct expenses. Inter-segment sales are not significant.
Accounts receivable, inventory, goodwill and certain notes receivable are
identified by SBU. Cash, net property and other assets are not identifiable
by SBU. Accordingly, depreciation, amortization expense and financing costs
are not identifiable by SBU. Operating results for the three-month periods
ended August 31, 2000 and August 31, 1999 and identifiable assets as of the
end of the respective periods by SBU are summarized in the following table
(in thousands):
Gross
Sales Margin Contribution Assets
------- ------- ------------ --------
First Quarter
FY 2001
Wireless $57,106 $15,052 $ 10,375 $102,331
Industrial 22,531 7,994 6,607 42,524
Medical 9,896 2,207 1,315 26,645
Security 20,665 4,807 2,240 34,758
Display 9,908 2,344 1,108 20,714
-------- ------- ------------ --------
Total $120,106 $32,404 $ 21,645 $226,972
======== ======= ============ ========
FY 2000
Wireless $31,381 $8,453 $5,315 $66,670
Industrial 21,114 7,582 5,880 42,168
Medical 10,416 1,958 1,064 24,055
Security 20,606 4,881 2,481 30,805
Display 12,047 3,277 2,128 24,273
-------- ------- ------------ --------
Total $ 95,564 $26,151 $ 16,868 $187,971
======== ======= ============ ========
(8)
Richardson Electronics, Ltd. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
Three-Month Period Ended August 31, 2000
(Unaudited)
A reconciliation of gross margin, direct operating contribution and assets to
the relevant consolidated amounts is as follows. (Other assets includes
miscellaneous receivables, manufacturing inventories and sundry assets.) (in
thousands):
First Quarter
--------------------------
FY 2001 FY 2000
--------- ---------
Gross margin - segments total $32,404 $26,151
Manufacturing variances and other costs (771) (483)
--------- ---------
Gross margin $31,633 $25,668
========= =========
Segment profit contribution $21,645 $16,868
Manufacturing variances and other costs (771) (483)
Regional selling expenses (4,046) (3,402)
Administrative expenses (7,489) (6,902)
--------- ---------
Operating income $9,339 $6,081
========= =========
Segment assets $226,972 187,971
Cash and equivalents 11,195 15,566
Other current assets 12,645 12,664
Net property 26,738 23,744
Other assets 6,348 4,947
--------- ---------
Total assets $283,898 $244,892
========= =========
The Company sells its products to companies in a wide range of industries and
performs periodic credit evaluations of its customers' financial condition.
Terms are generally on open account, payable net 30 days in North America and
Latin America, and vary throughout Europe and the Far East. Estimates of
credit losses are recorded in the financial statements based on periodic
reviews of outstanding accounts.
(9)
Management's Discussion and Analysis
of Results of Operations and Financial Condition
Three-Month Period Ended August 31, 2000
(Unaudited)
Results of Operations
Sales and Gross Margin
Net sales for the first quarter of fiscal 2001 were a record $120.1 million,
up 25.7% from last year's first quarter of $95.6 million. Under the Company's
fiscal calendar, the current quarter contains 13 weeks, while the first
quarter of fiscal 2000 contained 14 weeks. Adjusting for the extra week in
fiscal 2000, the sales gain was 35.3%. Sales, percentage change from the
prior year, gross margins and gross margin percent of sales by SBU are
summarized in the following table. Gross margins for each SBU include
provisions for returns and overstock. Provisions for LIFO, manufacturing
charges and other costs are included under the caption "Corporate" (in
thousands).
Sales Gross Margin
------------------ -----------------------------------
FY 2001 FY 2000 %Chng FY 2001 GM% FY 2000 GM%
-------- ------- ------ ------- ----- ------- -----
First Quarter
Wireless $ 57,106 $31,381 82.0% $15,052 26.4% $ 8,453 26.9%
Industrial 22,531 21,114 6.7% 7,994 35.5% 7,582 35.9%
Medical 9,896 10,416 -5.0% 2,207 22.3% 1,958 18.8%
Security 20,665 20,606 0.3% 4,807 23.3% 4,881 23.7%
Display 9,908 12,047 -17.8% 2,344 23.7% 3,277 27.2%
Corporate - - (771) (483)
-------- ------- ------- -------
Total $120,106 $95,564 25.7% $31,633 26.3% $25,668 26.9%
======== ======= ======= =======
Wireless' first quarter sales increased 96.0% from fiscal 2000 levels,
adjusted for the extra week, based upon increased demand for RF / microwave
components to support the expansion of the cellular infrastructure and
deliveries under a telematics contract for an original equipment
manufacturer.
Telematics is a new technology used in automobiles for all types of wireless
communications.
Industrial's first quarter sales increased 14.9%, adjusted for the extra week
in fiscal 2000, primarily in microwave generators and DC power component
products.
Sales from the Medical SBU increased 2.3% in fiscal 2001 from the prior
year's first quarter, adjusted for the extra week. Sales of high resolution
monitors increased an adjusted 60.0% in the first quarter of fiscal 2001 from
fiscal 2000 levels. Gross margins increased to 22.3% of sales in fiscal 2001
compared to 18.8% in the first quarter of fiscal 2000. The margin improvement
reflects better operating efficiencies in tube reloading and lower customer
return levels. Certain low-margin sales contracts also affected fiscal 2000
margins.
(10)
Management's Discussion and Analysis
of Results of Operations and Financial Condition
Three-Month Period Ended August 31, 2000
(Unaudited)
Security sales increased by an adjusted 8.0% for the first quarter 2001 from
fiscal 2000 levels. Gross margins declined slightly to 23.3% from 23.7%.
First quarter sales for Display decreased an adjusted 11.4% in fiscal 2001
from 2000 levels. Prior year sales included revenues from two major contracts
without corresponding revenues in the first quarter of fiscal 2001. Prospects
for the balance of the current year and timing of product deliveries are
expected to reverse the first quarter trend. Gross margins as a percent of
sales decreased to 23.7% in fiscal 2001 from 27.2% in fiscal 2000, reflecting
the shift in product mix from CRT's to monitors.
Sales, percentage change from the prior year, gross margins and gross margin
percent of sales by geographic area are summarized in the following table.
Prior year amounts have been restated to be comparable to the current year's
classifications. The caption, "other", includes sales to export distributors
and to countries where the Company does not have offices . Provisions for
LIFO, manufacturing charges and other costs are included under the caption
"Corporate" (in thousands).
Sales Gross Margin
------------------ ---------------------------------
FY 2001 FY 2000 %Chng FY 2001 GM% FY 2000 GM%
-------- ------- ------ ------- ----- ------- -----
First Quarter
North America $ 77,947 $62,594 24.5% $20,440 26.2% $16,259 26.0%
Europe 21,130 18,450 14.5% 5,958 28.2% 5,567 30.2%
Asia/Pacific 11,710 7,375 58.8% 3,451 29.5% 2,310 31.3%
Latin America 6,114 4,965 23.1% 1,719 28.1% 1,451 29.2%
Other 3,205 2,180 47.0% 836 26.1% 564 25.9%
Corporate - - (771) (483)
-------- ------- ------- -------
Total $120,106 $95,564 25.7% $31,633 26.3% $25,668 26.9%
======== ======= ======= =======
North American, European and Asia / Pacific sales growth in the quarter and
year-to-date results reflect the growth in each of the Company's strategic
business units, led by demand for Wireless products. Asia Pacific sales
increased an adjusted 71.0% in the first quarter, primarily benefiting from
growth in the sale of Wireless and Industrial products. North America sales
increased an adjusted 34.1% mainly from sale of Wireless products. Latin
American sales grew an adjusted 32.6% from the prior year's first quarter as
a result of sales growth in both Medical and Security products. Sales in
Europe were adversely affected by the decline in the euro relative to the
U.S. dollar. The change in exchange rates reduced reported sales for Europe
by approximately 11%.
(11)
Management's Discussion and Analysis
of Results of Operations and Financial Condition
Three-Month Period Ended August 31, 2000
(Unaudited)
Selling, General, and Administrative Expenses
Selling, general and administrative expenses improved as a percentage of
sales, declining to 18.6% from 20.5% in the first quarter, reflecting the
strong sales growth and the Company's continued emphasis on its program to
maximize operating efficiencies.
Interest and Other Expenses
Interest costs in fiscal 2001 increased 8.8% compared to fiscal 2000 due to
higher interest rates on the Company's revolving credit debt and increased
borrowing levels.
Net Results
Net income for the quarter was $4.7 million or $.32 per diluted share
compared to $2.7 million or $.21 per share in the prior year.
Liquidity and Capital Resources
Cash used in operations was $8.2 million in the first quarter of fiscal 2001,
compared to cash provided by operations of $2.6 million in the prior year
period. The Company increased its investment in working capital by $15.7
million in the current year compared to a $1.9 million increase last year.
Accounts receivable increased $7.1 million in 2001 and $2.9 million in 2000
reflecting the increase in sales from the prior year. Inventory turnover
improved in the first quarter of fiscal 2001 to 2.88 from 2.43 a year ago as
the Company continued its program to improve asset utilization. The increase
in inventories of $9.2 million in fiscal 2001, primarily for product line
expansion, compared to an increase of $560,000 in 2000. Accounts payable
increased by $4.3 million in fiscal 2001 due to higher purchasing levels.
On July 28, 2000, the Company refinanced its revolving credit facility and
Canadian credit agreement with an $85 million multi-currency revolving credit
facility. The agreement matures in July 2004 and bears interest at applicable
LIBOR rates plus a margin, varying with certain financial performance
criteria. At initial funding, the margin was 150 basis points. In addition,
the Company entered into certain interest rate swap arrangements for the term
of the facility, fixing the interest rate on $33.9 million at an average rate
of 8.3%.
The Company's loan agreements contain various financial and operating
covenants which set benchmark levels for tangible net worth, debt / tangible
(12)
Management's Discussion and Analysis
of Results of Operations and Financial Condition
Three-Month Period Ended August 31, 2000
(Unaudited)
net worth ratio and annual debt service coverage. The Company was in
compliance with these covenants at August 31, 2000.
Cash reserves, investments, funds from operations and credit lines are
expected to be adequate to meet the operational needs and future dividends of
the Company. The policy regarding payment of dividends is reviewed
periodically by the Board of Directors in light of the Company's operating
needs and capital structure.
Euro Currency Conversion
On January 1, 1999, eleven member countries of the European Union began
conversion to a common currency, the Euro. From January 1, 1999 until January
1, 2002, companies operating in Europe must be able to process business
transactions either in legacy currencies or in Euros. After January 1, 2002,
all transactions will be processed only in Euros.
The Company has modified its transaction processing systems to accommodate
the Euro and dual currency processing requirements without significant
additional costs. While the exact impact on pricing is indeterminable, the
Company believes that since most of its pricing is based on U.S. dollar
costs, the effect of conversion to the Euro has not been significant.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995
Investors should consider carefully the following risk factors, in addition
to the other information included and incorporated by reference in this
quarterly report on Form 10-Q. All statements other than statements of
historical facts included in this report are statements that constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934. The
words "expect," "estimate," "anticipate," "predict," "believe" and similar
expressions and variations thereof are intended to identify forward-looking
statements. Such statements appear in a number of places in this report and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations; (ii) the Company's financing plans; (iii) the Company's business
and growth strategies, including potential acquisitions; and (iv) other plans
and objectives for future operations. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and
(13)
Management's Discussion and Analysis
of Results of Operations and Financial Condition
Three-Month Period Ended August 31, 2000
(Unaudited)
involve risks and uncertainties and that actual results may differ materially
from those predicted in the forward-looking statements or which may be
anticipated from historical results or trends. In addition to the information
contained in the Company's other filings with the Securities and Exchange
Commission, factors which could affect future performance include, among
others, the following:
* Competitive pressures may increase or change through industry
consolidation, entry of new competitors, marketing changes or otherwise.
There can be no assurance that the Company will be able to continue to
compete effectively with existing or potential competitors.
* Technological changes may affect the marketability of inventory on hand.
* General economic or business conditions, domestic and foreign, may be less
favorable than expected, resulting in lower sales or lower profit margins
than expected.
* Changes in relationships with customers or vendors, the ability to develop
new relationships or the business failure of several customers or vendors may
affect sales or profitability.
* Political, legislative or regulatory changes may adversely affect the
businesses in which the Company operates.
* Changes in securities markets, interest rates or foreign exchange rates may
adversely affect the Company's performance or stock price.
* The failure to obtain or retain key executive or technical personnel could
affect future performance.
* The Company's growth strategy includes expansion through acquisitions.
There can be no assurance that the Company will be able to successfully
complete further acquisitions or that past or future acquisitions will not
have an adverse impact on the Company's operations.
* The potential future sale of Common Stock shares, possible anti-takeover
measures available to the Company, dividend policies, as well as voting
control of the Company by Edward J. Richardson, Chairman of the Board and
Chief Executive Officer may affect the stock price.
* The continued availability of financing on favorable terms can not be
assured.
(14)
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No material developments have occurred in the matters reported under the
category "Legal Proceedings" in the Registrant's Report on Form 10-K for the
fiscal year ended May 31, 2000.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders held October 3, 2000, the
management slate of directors ran unopposed and was elected.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10(a) Amended and Restated Loan Agreement dated as of July 1, 2000 E
among Richardson Electronics, Ltd., various lending
institutions, and American National Bank and Trust Company
of Chicago, as Agent.
10(b) Revolving Credit Agreement dated as of July 1, 2000 by and E
among various Richardson Electronics, Ltd. subsidiaries,
various lending institutions, and BankOne, N.A. London
Branch, as Euro Funding Agent, and Bank One Canada, as
Funding Agent, and American National Bank and Trust Company
of Chicago, as Administrative Agent.
10(c) Japanese Yen Credit Facility granted by BankOne, NA, E
Tokyo Branch to Richardson Electronics KK and guarantee by
Richardson Electronics, Ltd.
(15)
PART II -- OTHER INFORMATION
10(d) Singapore Dollar Credit Facility granted by BankOne, NA, E
Singpore Branch to Richardson Electronics Pte Ltd. And
guarantee by Richardson Electronics, Ltd.
10(e) Interest Rate Swap Agreement dated as of June 16, 1998 E
between Richardson Electronics, Ltd. and American National
Bank and Trust Company of Chicago. Similar Interest Rate
Swap Agreements dated as of July 14, 2000 were entered into
by Burtek Systems, Inc., Richardson Electronics, Canada, Ltd.,
RESA snc and Richardson Electronics (Europe)Ltd.
27 Financial data schedule E
(b) Reports on Form 8-K - None
(16)
PART II -- OTHER INFORMATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RICHARDSON ELECTRONICS, LTD.
Date October 13, 2000 By \s\ William J. Garry
William J. Garry
Senior Vice President and
Chief Financial Officer
PART II -- OTHER INFORMATION
(17)
