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RICHARDSON ELECTRONICS, LTD.

For the period ended Feb 28, 2026. Filed Apr 9, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Feb 28, 2026 · Filed Apr 9, 2026

RELL$19.43+10.6%Stored close · as of Nov 9, 2026

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Notes to Unaudited Consolidated Financial Statements

  1. DESCRIPTION OF THE COMPANY

Richardson Electronics, Ltd. (the "Company," "we," "our") is a global manufacturer of engineered solutions, green energy products, power grid and microwave tubes, and related consumables; power conversion and RF and microwave components including green energy solutions; tubes for diagnostic imaging equipment; and customized display solutions. We have manufacturing at our facilities located in LaFox, Illinois, Marlborough, Massachusetts, and Donaueschingen, Germany.

We serve customers in alternative energy, healthcare, aviation, broadcast, communications, industrial, marine, medical, military, scientific, and semiconductor markets. The Company’s strategy is to provide specialized technical expertise and “engineered solutions” based on our core engineering and manufacturing capabilities. The Company products and services include design-in support, systems integration, prototype design and manufacturing, testing, logistics, and aftermarket technical service and repair. 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.

On January 24, 2025, the Company sold a substantial portion of the assets of its Healthcare business to DirectMed Imaging, LLC (“DirectMed”), a Delaware limited liability company, and entered into an exclusive 10-year global supply agreement in which Richardson will supply DirectMed with repaired Siemens CT X-ray tubes.

During the fiscal year ended May 31, 2025 and prior, we hadfour reportable segments: Power and Microwave Technologies ("PMT"), Green Energy Solutions ("GES"), Canvys, and Healthcare. Beginning June 1, 2025, we realigned our operating segment structure and now have three segments: PMT, GES and Canvys. The change in operating segments is predicated on how the Company's chief operating decision maker ("CODM") makes operating decisions and assesses business performance. Prior segment information has been recast to reflect the realignment. Refer to Note 9, Segment Information, for discussion of the Company's segment reporting structure, including the recent changes.

We currently operate within the following major geographic regions: North America, Asia/Pacific, Europe and Latin America.

  1. BASIS OF PRESENTATION

The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements.

Our fiscal quarter ends on the Saturday nearest the end of the quarter-ending month. The third quarter of fiscal 2026 and fiscal 2025 both contained 13 weeks. The first nine months of fiscal 2026 and fiscal 2025 both contained 39 weeks. In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results of interim periods have been made. All inter-company transactions and balances have been eliminated. The Unaudited Consolidated Financial Statements presented herein include the accounts of our wholly owned subsidiaries. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations. The results of our operations for the nine months ended February 28, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending May 30, 2026.

The financial information contained in this report should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended May 31, 2025, which was filed with the SEC on August 4, 2025.

  1. NEW ACCOUNTING PRONOUNCEMENTS - NOT YET ADOPTED

In December 2023, the Financial Accounting Standards Board ("'FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required in an entity's income tax rate reconciliation table and requires disclosure of income taxes paid in both U.S. and foreign jurisdictions. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. These requirements will impact our income tax disclosures and we are currently evaluating the impact of adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires an entity to disclose on an annual and interim basis, disaggregated information about specific income statement expense categories. The guidance should be applied prospectively with the option to apply the standard retrospectively. This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11 – Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2025-11 may have on the Company’s consolidated financial statements and disclosures.

  1. SUMMARY OF ACCOUNTING POLICIES

Inventories, net: Our consolidated inventories were stated at the lower of cost and net realizable value, using a weighted-average cost method. Our net inventories include approximately $91.5 million of finished goods, $11.3 million of raw materials and $4.8 million of work-in-progress as of February 28, 2026, as compared to approximately $86.4 million of finished goods, $11.5 million of raw materials and $4.9 million of work-in-progress as of May 31, 2025.

Provisions for obsolete or slow-moving inventories were 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. Inventory reserves were $7.8 million as of February 28, 2026 and $7.6 million as of May 31, 2025.

Intangible Assets: Our intangible assets represent the fair value for customer relationships and technology acquired in connection with prior acquisitions. Intangible assets subject to amortization were as follows(in thousands):

February 28, 2026May 31, 2025
Gross Amounts:
Customer Relationships$911$911
Technology150150
Total Gross Amounts$1,061$1,061
Accumulated Amortization:
Customer Relationships$681$652
Technology8064
Total Accumulated Amortization$761$716
Intangible Assets, Net$300$345

The amortization expense associated with intangible assets subject to amortization for the next five years is presented in the following table(in thousands):

Fiscal YearAmortizationExpense
Remaining 2026$16
202760
202859
202959
203037
Thereafter69
Total amortization expense$300

The weighted average number of years of amortization expense remaining is 6.1 years.

Accrued Liabilities: Accrued liabilities consisted of the following(in thousands):

February 28, 2026May 31, 2025
Compensation and payroll taxes$4,213$4,303
Accrued severance576593
Professional fees694522
Contract liabilities4,3744,545
Other accrued expenses4,0154,313
Accrued Liabilities$13,872$14,276

Warranties: We offer assurance-type warranties for specific products we manufacture. 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 expenses related to our warranty obligations as cost of sales in our Consolidated Statements of Comprehensive Income (Loss). Each quarter, we assess the 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.

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. Warranty reserves were approximately $0.8 million as of both February 28, 2026 and May 31, 2025.

Common and Class B Common Stock: At the Annual Meeting held on October 7, 2025, stockholders approved the Second Amended and Restated Certificate of Incorporation which increased the aggregate number of shares authorized for issuance to twenty-five million shares (25,000,000) consisting of twenty-two million (22,000,000) shares of common stock, three million shares (3,000,000) of Class B common stock andno shares of preferred 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.

Revenue Recognition: We sell our products to customers in diversified industries and perform periodic credit evaluations of our customers’ financial condition. Terms are generally 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.

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. We derive most revenue from the sale of products. Generally, the performance obligation under contracts are satisfied when there is a transfer of control of the products to our customer, which is primarily upon shipment or, in certain instances, upon the delivery of the products to the named customer location.

We also generate revenue from repair, installation or training activities. The services we provide are relatively short in duration and are typically completed in one or two weeks. Therefore, at each reporting date, the amount of unbilled work 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.

We record discounts taken based on historical experience. The Company allows returns with prior written authorization. We estimate returns based on historical experience. The policy varies by business unit. The Company maintains a reserve for returns based on historical trends that cover 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. Returns for defective product are typically covered by our suppliers’ warranty, thus, returns for defective product are not factored into our reserve.

Principal versus agent guidance was considered for 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.

Contracts with customers: A revenue contract exists once a customer purchase order is received, reviewed and accepted. Each accepted purchase order identifies a distinct good or service as a performance obligation. The goods include standard products purchased from a supplier and stocked on our shelves, customized products purchased from a supplier, products that are customized or have value added to them in house prior to shipping to the customer and manufactured products. 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. 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.

On occasion, the Company enters bill-and-hold arrangements. Each bill-and-hold arrangement is reviewed and revenue is recognized only when the control has transferred to our customer and certain criteria have been met: (i) the reason for the bill-and-hold arrangement is substantive; (ii) the product is segregated from the Company’s other inventory items held for sale; (iii) the product is ready for shipment to the customer; and (iv) the Company does not have the ability to use the product or direct it to another customer. No revenue from bill and hold arrangements was recognized for the three months ended February 28, 2026 and $0.9 million of revenue from bill and hold arrangements was recognized for thethree months ended March 1, 2025. Revenue from bill and hold arrangements recognized for the nine months ended February 28, 2026 and March 1, 2025 was $1.1 million and $4.0 million, respectively.

Contract Balances: Contract balances were as follows (in thousands):

February 28, 2026May 31, 2025June 1, 2024
Accounts receivable$27,041$24,117$24,845
Contract liabilities4,3744,5454,520

During the three and nine months ended February 28, 2026 the Company recognized $2.4 million and $4.5 million, respectively, of revenue upon satisfaction of performance obligations related to amounts that were included in the contract liabilities balance as of May 31, 2025. During thethree and nine months ended March 1, 2025, the Company recognized $2.3 million and $4.4 million, respectively, of revenue upon satisfaction of performance obligations related to amounts that were included in the contract liabilities balance as of June 1, 2024.

Refer to Note 9, Segment Informationfor a disaggregation of revenue by reportable segment which represents how our CODM reviews information internally to evaluate our financial performance and to make resource allocation and other decisions for the Company.

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.

  1. REVOLVING CREDIT FACILITY

On October 7, 2025, the Company executed athree-year extension to the PNC Credit Agreement through the Second Amendment to the Credit Agreement with a maximum borrowing limit of $20 million. The Revolving Credit Facility will mature on October 7, 2028. The terms of the new agreement are similar to the previous Credit Agreement. Proceeds of borrowings may be used for working capital and general corporate purposes. There wereno drawings or repayments under the Revolving Credit Facility during fiscal 2026. There was no amount outstanding under the Revolving Credit Facility as of February 28, 2026.

The Credit Agreement provides that the Company must maintain compliance with a maximum consolidated leverage ratio covenant and a minimum consolidated fixed charge coverage ratio, each as determined in accordance with the Credit Agreement. The Credit Agreement also contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates, as well as customary events of default for financings of this type. The Company was in compliance with financial covenants under the Credit Agreement as of February 28, 2026.

Borrowings under the Revolving Credit Facility will bear interest at a rate per annum selected by the Company from the following options: (a) Term secured overnight financing rate ("SOFR") for the applicable Interest Period, plus the SOFR Adjustment for the applicable Interest Period, plus 1.25%; (b) Base Rate plus 0.25% or (c) Daily Simple risk free rate ("RFR") for Euros, plus the RFR Adjustment, plus 1.25%. Letters of credit issued under the letter of credit sub-facility will have a letter of credit fee equal to 1.25% per annum. The fee for the unused portion of the credit line is 0.10%. There wereno letters of credit outstanding as of February 28, 2026.

  1. LEASE OBLIGATIONS

The Company leases real and personal property in the normal course of business under various operating leases. The Company uses operating leases for facility space and automobiles. Most of the leased facility space is for sales and general office use. Automobile leases are used throughout the Company. 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 upon a remeasurement event.

The gross amounts of assets and liabilities related to operating leases on February 28, 2026 and May 31, 2025 were as follows(in thousands):

Lease TypeFebruary 28, 2026May 31, 2025
Right of use lease assets, net$1,573$2,276
Lease liabilities current9381,171
Lease liabilities non-current6351,105

The components of lease costs were as follows(in thousands):

Three Months Ended
February 28, 2026 · March 1, 2025
Consolidated operating lease expenseOperating expenses$426$386
Nine Months Ended
February 28, 2026 · March 1, 2025
Consolidated operating lease expenseOperating expenses$1,265$1,240

The approximate future minimum lease payments under operating leases at February 28, 2026 were as follows(in thousands):

Fiscal YearOperating Leases
Remaining 2026$329
2027777
2028358
2029181
20305
Total lease payments1,650
Less imputed interest77
Net minimum lease payments$1,573

The weighted average remaining lease terms and interest rates of leases held by the Company as of February 28, 2026 and March 1, 2025 were as follows:

Operating Lease as of:Weighted Average RemainingLease Term in YearsWeighted Average Interest Rate
February 28, 20262.05.3%
March 1, 20254.54.9%

The cash activities associated with our leases for the three and nine month periods ended February 28, 2026 and March 1, 2025 were as follows(in thousands):

Three Months Ended
Cash Flow SourceClassificationFebruary 28, 2026March 1, 2025
Operating cash flows from operating leasesOperating activities$345$317
Nine Months Ended
Cash Flow SourceClassificationFebruary 28, 2026March 1, 2025
Operating cash flows from operating leasesOperating activities$1,005$1,013
  1. INCOME TAXES

We recorded an income tax provision of $0.3 million and an income tax benefit of $1.0 million for thethird quarter of fiscal 2026 and the third quarter of fiscal 2025, respectively. The effective income tax rate during the third quarter of fiscal 2026 was a tax provision of 25.3% as compared to a tax benefit of 33.4% during thethird quarter of fiscal 2025. The difference in rate during the third quarter of fiscal 2026 as compared to the third quarter of fiscal 2025 reflects changes in our geographical distribution of income (loss) and the nonrecurring healthcare asset sale loss in the third quarter of fiscal 2025. The 25.3% effective income tax rate differs from the federal statutory rate of 21% as a result of our geographical distribution of income (loss) and the impact of permanent items.

We recorded an income tax provision of $0.6 million and an income tax benefit of $1.3 million for thefirst nine months of fiscal 2026 and the first nine months of fiscal 2025, respectively. The effective income tax rate during the first nine months of fiscal 2026 was a tax provision of 19.5% as compared to a tax benefit of 36.5% during thefirst nine months of fiscal 2025. The difference in rate during the first nine months of fiscal 2026 as compared to the first nine months of fiscal 2025 reflects changes in our geographical distribution of income (loss) and the nonrecurring healthcare asset sale loss in the third quarter of fiscal 2025. The 19.5% effective income tax rate differs from the federal statutory rate of 21% as a result of our geographical distribution of income (loss) and the impact of permanent items.

In the normal course of business, we are subject to examination by taxing authorities throughout the world. Years prior to fiscal 2015 are closed for examination under the statute of limitation for U.S. federal, and U.S. state. In The Netherlands, years prior to fiscal 2020 are closed for examination. We are under examination in Germany for fiscal years 2019 to 2022. During the third quarter of fiscal 2025, we received a notice from the State of Illinois for an income tax audit covering the period from June 2021 to May 2023. The Company has provided all the documentation requested and is waiting to hear from the State of Illinois office for further action. We have no other current open audits in the U.S.

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. There wasno deferred tax liability related to undistributed earnings of our foreign subsidiaries as of February 28, 2026 and May 31, 2025.

The Company's reserve for uncertain tax positions totaled $0.3 million as of February 28, 2026 and May 31, 2025. We record interest related to uncertain tax positions in the income tax expense line item within the Consolidated Statements of Comprehensive Income (Loss). Accrued interest was included within the related tax liability line in the Consolidated Balance Sheets. We have recorded a liability of less than $0.1 million for interest as of February 28, 2026 and May 31, 2025.

The Company maintains a valuation allowance representing the portion of the deferred tax asset that management does not believe is more likely than not to be realized. The valuation allowance was $2.9 million as of February 28, 2026 and $2.8 million as of May 31, 2025. The valuation allowance relates to state NOLs ($1.7 million) and deferred tax assets in foreign jurisdictions where historical taxable losses have been incurred ($1.2 million). The amount of the deferred tax asset is not 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.

We have considered the impact of the One Big Beautiful Bill Act (“OBBBA”) on the Company’s annual effective tax rate. The impact of OBBBA on the annual effective tax rate includes the reduction in the research and development credit from the Section 280c election. These changes did not have a significant impact to the annual effective tax rate. However, the enactment of the OBBBA introduced several significant tax law modifications that, while not affecting the annual effective tax rate, do have other implications for the Company. The OBBBA makes permanent key elements of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation and domestic research cost expensing pursuant to IRC §174 for fiscal year beginning after December 31, 2024. The Company has reflected the change in tax law in its annual effective tax rate through the reduction of its research and development credit under IRC section 41 through the IRC Section 280C(c)(2) election. The Company will evaluate other OBBBA-related items at year end as part of determining taxable income, including bonus depreciation, domestic research cost expensing pursuant to IRC§174, and any other applicable elections available under OBBBA.

  1. EARNINGS PER SHARE

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. 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.

The allocation of undistributed earnings (loss) between common stock and Class B common stock is based on the relationship of the weighted shares outstanding for the respective stock class (common or Class B) to the total of the weighted shares outstanding for common stock and 90% of the weighted shares outstanding for Class B common stock. The adjustment to the number of outstanding Class B common stock shares reflects the limitation of Class B common stock dividends to 90% of common stock dividends.

The earnings per share (“EPS”) presented in our Unaudited Consolidated Statements of Comprehensive Income (Loss) was based on the following amounts (in thousands, except per share amounts):

Three Months Ended
February 28, 2026 · March 1, 2025
Basic · Diluted · Basic · Diluted
Numerator for Basic and Diluted EPS:
Net income (loss)$893$893$(2,057)$(2,057)
Less dividends:
Common stock750750742742
Class B common stock109109110110
Undistributed earnings (loss)$34$34$(2,909)$(2,909)
Common stock undistributed earnings (loss)$30$30$(2,531)$(2,531)
Class B common stock undistributed earnings (loss)44(378)(378)
Total undistributed earnings (loss)$34$34$(2,909)$(2,909)
Denominator for Basic and Diluted EPS:
Common stock weighted average shares12,49312,49312,33312,333
Effect of dilutive securities
Dilutive stock options203—
Denominator for diluted EPS adjusted for weighted average shares and assumed conversion12,69612,333
Class B common stock weighted average shares and shares under if-converted method for diluted EPS2,0372,0372,0492,049
Net loss per share:
Common stock$0.07$0.07$(0.15)$(0.15)
Class B common stock$0.06$0.06$(0.13)$(0.13)

Note: There wereno common stock options that were antidilutive and not included in the diluted earnings per share for thethird quarter of fiscal 2026. There were 266 common stock options that were anti-dilutive and not included in the diluted earnings per share for thethird quarter of fiscal 2025.

Nine Months Ended
February 28, 2026 · March 1, 2025
Basic · Diluted · Basic · Diluted
Numerator for Basic and Diluted EPS:
Net income (loss)$2,681$2,681$(2,218)$(2,218)
Less dividends:
Common stock2,2442,2442,2232,223
Class B common stock331331332332
Undistributed earnings (loss)$106$106$(4,773)$(4,773)
Common stock undistributed earnings (loss)$92$93$(4,150)$(4,150)
Class B common stock undistributed earnings (loss)1413(623)(623)
Total undistributed earnings (loss)$106$106$(4,773)$(4,773)
Denominator for Basic and Diluted EPS:
Common stock weighted average shares12,45512,45512,28312,283
Effect of dilutive securities
Dilutive stock options173—
Denominator for diluted EPS adjusted for weighted average shares and assumed conversion12,62812,283
Class B common stock weighted average shares and shares under if-converted method for diluted EPS2,0442,0442,0492,049
Net income (loss) per share:
Common stock$0.19$0.19$(0.16)$(0.16)
Class B common stock$0.17$0.17$(0.14)$(0.14)

Note: There wereno stock options that were antidilutive and not included in the diluted earnings per share for thefirst nine months of fiscal 2026. There were 249 common stock options that were anti-dilutive and not included in the diluted earnings per share for thefirst nine months of fiscal 2025.

  1. SEGMENT INFORMATION

In June 2025, the Company reevaluated its operating segments to better align with how the CODM allocates resources and evaluates performance. The key factor in this evaluation was the sale of the majority of assets in the Healthcare segment to DirectMed and continued sale of CT tubes pursuant to an exclusive supply agreement. Accordingly, the Company decided to integrate PMT and Healthcare into one segment, thereby resulting inthree reporting segments. The segment results for prior periods were retrospectively recast to reflect the new segment reporting structure.

The Company reports its financial performance to its CODM based on thethree operating and reportable segments defined as follows:

PMT includes the power grid and microwave tube business and RF, Wireless and Power technologies. PMT provides design-in support, systems integration, prototype design and manufacturing, testing, logistics and aftermarket technical service and repair. PMT also offers its customers technical services for both microwave and industrial equipment and continued sale of CT tubes pursuant to an exclusive supply agreement.

GES designs and manufactures products for the energy storage market and power management applications. We provide design-in support, systems integration, prototype design and manufacturing, testing, logistics and aftermarket technical service and repair.

Canvys provides customized display solutions serving the corporate enterprise, financial, healthcare, industrial and medical original equipment manufacturers markets. Display solutions include touch screens, protective panels, custom enclosures, All-In-One computers, specialized cabinet finishes and application specific software packages and certification services.

The CODM is Edward J. Richardson (Chairman, Chief Executive Officer and President). The CODM utilizes segment gross profit compared to both the current forecast and the prior year to analyze and assess financial performance by segment. The CODM’s assessment of each segment’s financial performance is utilized to deliberate and execute decisions to allocate resources to manage the growth and profitability of the individual segments and the entire Company. Inventories, net is the only segment asset metric analyzed and reviewed by the CODM.

Operating results by segment for thethree months ended February 28, 2026 and March 1, 2025 are summarized in the following table (in thousands):

PMT · GES · Canvys · Total
Net Sales$38,726$8,795$7,951$55,472
Cost of sales26,3146,0845,39437,792
Gross profit12,4122,7112,55717,680
Selling, general and administrative expenses16,176
Loss on disposal of property, plant and equipment7
Operating income1,497
Interest income122
Foreign exchange loss(437)
Other, net13
Income before income taxes$1,195
PMT · GES · Canvys · Total
Net Sales$35,310$9,299$9,195$53,804
Cost of sales24,7426,2506,13937,131
Gross profit10,5683,0493,05616,673
Selling, general and administrative expenses14,500
Loss on disposal of healthcare assets and related charges4,916
Operating loss(2,743)
Interest income84
Foreign exchange loss(456)
Other, net27
Loss before income taxes$(3,088)

Operating results by segment for the nine months ended February 28, 2026 and March 1, 2025 are summarized in the following table (in thousands)

PMT · GES · Canvys · Total
Net Sales$113,003$24,359$25,005$162,367
Cost of sales77,66716,98417,030111,681
Gross profit35,3367,3757,97550,686
Selling, general and administrative expenses48,079
Loss on disposal of property, plant and equipment10
Operating income2,597
Interest income436
Foreign exchange loss(627)
Other, net923
Income before income taxes$3,329
PMT · GES · Canvys · Total
Net Sales$109,977$23,359$23,684$157,020
Cost of sales76,73716,02215,836108,595
Gross profit33,2407,3377,84848,425
Selling, general and administrative expenses46,607
Gain on disposal of property, plant and equipment(4)
Loss on disposal of healthcare assets and related charges4,916
Operating loss(3,094)
Interest income187
Foreign exchange loss(616)
Other, net28
Loss before income taxes$(3,495)

The segment assets, which consists of inventories, net are summarized in the following table (in thousands):

February 28, 2026May 31, 2025
PMT$85,581$76,143
GES13,98117,367
Canvys8,0579,289
Total$107,619$102,799

The reconciliations of segment assets to the Consolidated Balance Sheets are summarized in the following table:

February 28, 2026May 31, 2025
Total segment assets$107,619$102,799
Cash and cash equivalents29,49435,901
Accounts receivable27,04124,117
Prepaid expenses and other assets5,8273,070
Property, plant and equipment, net18,89418,355
Intangible assets, net300345
Right of use lease assets1,5732,276
Other non-current assets342228
Deferred income tax assets8,7098,744
Total assets$199,799$195,835
  1. DISPOSAL OF HEALTHCARE ASSETS AND RELATED CHARGES

In the third quarter of fiscal 2025, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DirectMed. Pursuant to the terms and subject to the conditions of the Purchase Agreement, DirectMed purchased assets of the Company used in the operation of its International Medical Equipment and Service ("IMES") business as well as ALTA tube and related inventory (the “IMES Sale”). The IMES Sale transaction closed simultaneously with the execution of the Purchase Agreement on January 24, 2025.

Under the terms of the Purchase Agreement, the Company sold a substantial portion of the assets comprising its Healthcare reportable segment to DirectMed for an initial consideration of $8.2 million and entered into an exclusive 10-year global supply agreement in which Richardson will supply DirectMed with repaired Siemens CT X-ray tubes ("Siemens CT Supply Agreement"). Additionally, the Company will continue manufacturing ALTA CT X-ray tubes for DirectMed for approximately 12 to 18 months ("ALTA CT Supply Agreement").

Consideration received of $8.2 million from DirectMed was allocated between the asset sale and the ALTA CT Supply Agreement based on their respective fair values (measured using Level 3 inputs) as follows: $7.0 million allocated to the asset sale and $1.2 million allocated to the ALTA CT Supply Agreement. The consideration related to the ALTA CT Supply Agreement has been initially recorded as deferred revenue within Accrued Liabilities in the Consolidated Balance Sheets and will be recognized into income as ALTA tubes are sold. Deferred revenue as of March 1, 2025 was $1.2 million.

In conjunction with the IMES Sale, other non-cash charges were incurred relating to the write-down of CT tube component inventory not transferred to the buyer and not expected to be used by the Company of $1.4 million, and an impairment of specific property, plant and equipment of $0.5 million that will be used to satisfy the ALTA CT Supply Agreement, which are included in the total loss recorded for the three and nine month periods ended March 1, 2025.

A summary of the $4.9 million disposal loss and related charges is shown in the following table (in thousands):

Proceeds from IMES sale attributable to disposal of healthcare assets$6,985
Assets sold:
Accounts receivable1,004
Inventories, net7,123
Property, plant and equipment, net264
Intangible assets, net1,117
Transaction related costs448
Loss on disposal of healthcare assets(2,971)
Other charges:
Loss on write-down of healthcare related inventory not disposed of1,420
Impairment of property, plant and equipment, net to satisfy ALTA CT supply agreement525
Total loss$(4,916)
  1. RISKS AND UNCERTAINTIES

Our business and the companies with which we do business are subject to risks and uncertainties caused by factors beyond our control. Such factors include economic pressures related to inflation, rising interest rates, economic weakness or recession, as well as geopolitical conflict and public health, rising costs of raw materials, tightening labor markets, and pandemics. These and other similar conditions and events have in the past and could in the future disrupt our operations and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

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