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 February 28, 1997
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 or organization)(I.R.S. Employer Identification No.)
40W267 Keslinger Road, 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 April 9, 1997, there were outstanding 8,687,427 shares of Common
Stock, $.05 par value, and 3,243,081 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 15 pages. An exhibit index is at
page 14.
(1)
RICHARDSON ELECTRONICS, LTD. AND SUBSIDIARIES
FORM 10-Q
For the Quarter Ended February 28, 1997
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Consolidated Condensed Balance Sheets 3
Consolidated Condensed Statements of Operations 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 8
PART II - OTHER INFORMATION 12
(2)
Part 1 - Financial Information
Richardson Electronics, Ltd. and Subsidiaries
Consolidated Condensed Balance Sheets
(in thousands)
February 28 May 31
1997 1996
--------- ---------
(Unaudited) (Audited)
ASSETS
-------
Current assets:
Cash and equivalents $ 11,545 $ 6,784
Receivables, less allowance of $3,032 and $1,461 52,968 48,232
Inventories 93,924 94,327
Other 12,094 8,062
--------- ---------
Total current assets 170,531 157,405
Investments 2,224 2,190
Property, plant and equipment, net 17,381 16,054
Other assets 6,126 4,509
--------- ---------
Total assets $ 196,262 $ 180,158
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 16,488 $ 14,503
Accrued expenses 11,851 9,751
--------- ---------
Total current liabilities 28,339 24,254
Long-term debt 108,820 92,025
Deferred income taxes 1,285 1,087
Stockholders' equity:
Common stock, $.05 par value; issued 8,697 shares
at February 28, 1997 and 8,562 at May 31, 1996 435 428
Class B common stock, convertible, $.05 par value;
issued at 3,243 shares at February 28, 1997 and
3,244 at May 31, 1996 162 162
Additional paid-in capital 53,194 52,185
Retained earnings 7,725 12,430
Foreign currency translation adjustment (3,698) (2,413)
--------- ---------
Total stockholders' equity 57,818 62,792
--------- ---------
Total liabilities and stockholders' equity $ 196,262 $ 180,158
========= =========
See notes to consolidated condensed financial statements.
(3)
Richardson Electronics, Ltd. and Subsidiaries
Consolidated Condensed Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
February 28/29 February 28/29
-------------------- --------------------
1997 1996 1997 1996
-------- -------- -------- --------
(Unaudited) (Unaudited)
Net sales $ 64,163 $ 56,367 $183,874 $175,237
Costs and expenses:
Cost of products sold 52,992 39,551 137,182 123,349
Selling, general and
administrative expenses 19,123 12,724 46,508 39,210
-------- -------- -------- --------
72,115 52,275 183,690 162,559
-------- -------- -------- --------
Operating income (7,952) 4,092 184 12,678
Other (income) expense:
Interest expense 1,869 1,726 5,588 4,969
Investment income (82) (158) (249) (1,045)
Other, net 264 (197) 173 63
-------- -------- -------- --------
2,051 1,371 5,512 3,987
-------- -------- -------- --------
Income before income taxes (10,003) 2,721 (5,328) 8,691
Income taxes (benefit) (3,950) 900 (2,500) 2,900
-------- -------- -------- --------
Net income (loss) before
extraordinary item (6,053) 1,821 (2,828) 5,791
Extraordinary loss, net of
income taxes of $312 (488) -- (488) --
-------- -------- -------- --------
Net income (loss) $ (6,541) $ 1,821 $ (3,316) $ 5,791
======== ======== ======== ========
Income (loss) per share:
Before extraordinary item $ (.50) $ .15 $ (.23) $ .49
Extraordinary loss, net of tax (.04) (.04)
-------- -------- -------- --------
Net income (loss) per share $ (.54) $ .15 $ (.27) $ .49
======== ======== ======== ========
Average shares outstanding 12,172 12,178 12,210 11,931
======== ======== ======== ========
See notes to consolidated condensed financial statements.
(4)
Richardson Electronics, Ltd. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(in thousands)(unaudited)
Nine Months Ended
February 28/29
-----------------------
1997 1996
-------- --------
Operating Activities:
Net income $ (3,316) $ 5,791
Non-cash charges to income:
Depreciation 1,973 1,965
Amortization of intangibles and financing costs 603 256
Deferred income taxes (3,338) 1,785
Contribution to employee stock ownership plan 800 500
Special charges 11,000 --
Extraordinary loss 800 --
-------- --------
Total non-cash charges 11,838 4,506
-------- --------
Changes in working capital, net of effects
of currency translation:
Accounts receivable (3,549) (1,596)
Inventories (922) (12,738)
Other current assets (845) 874
Accounts payable (974) (5,103)
Other liabilities (600) (2,000)
-------- --------
Net changes in working capital (6,890) (20,563)
-------- --------
Net cash provided by (used in)
operating activities 1,632 (10,266)
-------- --------
Financing Activities:
Proceeds from borrowings 56,918 1,000
Proceeds from stock options exercised 218 1,239
Payments on debt (40,123) (929)
Cash dividends (1,389) (1,362)
-------- --------
Net cash provided by (used in)
financing activities 15,624 (52)
-------- --------
Investing Activities:
Sales of investments 3,141 8,893
Purchase of investments (3,181) (3,899)
Capital expenditures (2,947) (1,823)
Business acquisitions (9,409) --
Other (99) (218)
-------- --------
Net cash provided by (used in)
investing activities (12,495) 2,953
-------- --------
Increase (decrease) in cash and equivalents 4,761 (7,365)
Cash and equivalents at beginning of year 6,784 11,151
-------- --------
Cash and equivalents at end of period $ 11,545 $ 3,786
======== ========
See notes to consolidated condensed financial statements.
(5)
Richardson Electronics, Ltd. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
Three- and Nine-Month Periods Ended February 28, 1997
(in thousands)(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 year ended May 31, 1996.
The marketing and sales operations of the Company are organized in four
strategic business units (SBUs): Electronic Device Group (EDG), Solid State and
Components (SSC), Display Products Group (DPG) and Security Systems Division
(SSD). References hereinafter are to the acronyms noted parenthetically.
Note B -- Income Taxes
The income tax benefit on pre-tax losses for the nine-month period ended
February 28, 1997 is based on the estimated effective tax rate of 47% for
fiscal 1997 results. This rate exceeds the statutory rate of 34% due to state
income tax benefits, the utilization of previously unrecognized foreign net
operating loss carryforwards and U.S. foreign sales corporation tax benefits.
The rate is higher than that used in the prior quarter because $11 million in
special charges (see Management's Discussion and Analysis of Results of
Operations) recorded in the third quarter generated a year-to-date pre-tax
loss. Accordingly, tax preference items which reduced tax expense for the six
months ended November 30, 1996 now increase the tax benefit to be realized on
the year-to-date pre-tax loss, resulting in an effective rate exceeding the
statutory rate.
The income tax provision for the three- and nine-month periods ended
February 29, 1996 was based on the estimated effective tax rate of 33% for
fiscal 1996 income. The effect of expected state income taxes in 1996 was
offset by U.S. foreign sales corporation tax benefits.
(6)
Richardson Electronics, Ltd. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
Three- and Nine-Month Periods Ended February 28, 1997
(in thousands)(unaudited)
Note C - Burtek Acquisition
Effective February 1, 1997 the Company acquired the assets and
liabilities of Burtek Systems, Inc., a Canadian distributor of security systems
with annual sales of $18.0 million (See Note D). The acquisition was accounted
for by the purchase method, and accordingly, the results of operations of
Burtek Systems, Inc. since February 1 have been included in the consolidated
statement of operations.
Note D - Long-Term Debt
On February 15, 1997 the Company exchanged $40.0 million of new 8 1/4%
convertible senior subordinated debentures for an equivalent face amount of its
outstanding 7 1/4% convertible subordinated debentures. The new debentures are
payable at maturity in June 2006, and are convertible to common stock at $18.00
per share.
To complete the acquisition of Burtek Systems, Inc., a Canadian subsidiary
of the Company entered into a revolving credit agreement and term loan
aggregating up to $6.0 million with a Canadian affiliate of the Company's
primary bank. The loan is guaranteed by the Company, bears interest at the
Canadian prime rate and matures in November 1998. The February 28, 1997
balance sheet includes $5.2 million for the initial borrowing under this
agreement at which date the interest rate was 4.5%.
Note E - Special Charges and Extraordinary Item
In the third quarter, the Company re-evaluated its reserve estimates for
inventory and accounts receivable in light of changed market conditions and
provided for severance and other costs associated with a Corporate
reorganization. Inventory reserve adjustments of $7.2 million were included in
cost of sales, and provisions for accounts receivable, severance and other
costs of $3.8 million were included in selling, general and administrative
expense. Collectively, these charges amounted to $11.0 million pre-tax or $6.7
million, net of tax, reducing earnings per share by $.55.
Additionally, the Company recorded an $800,000 extraordinary charge for
the write-off of unamortized debt issuance costs attributable to the 7 1/4%
convertible debentures, which were exchanged for a new issue during the
quarter. Net of tax, the charge was $488,000, or $.04 per share.
(7)
Management's Discussion and Analysis
Of Results of Operations and Financial Condition
Three- and Nine-Month Periods Ended February 28, 1997
(in thousands)(unaudited)
Results of Operations
Net sales for the third quarter of fiscal 1997 were $64.2 million, up 14%
from last year's third quarter of $56.4 million. Sales for the nine-month
period were $183.9 million, a 5% increase from $175.2 million in the prior
year.
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
-------------------------- ----------------------------------
1997 1996 % 1997 GM % 1996 GM %
Change of Sales of Sales
-------- -------- ---- ------- ----- ------- -----
EDG $ 28,467 $ 25,053 14% $ 5,998 21.1% $ 7,478 29.8%
SSC 19,438 16,234 20% 3,405 17.5% 4,905 30.2%
DPG 6,560 8,501 -23% 561 8.6% 3,194 37.6%
SSD 9,698 6,579 47% 2,140 22.1% 1,405 21.4%
Corporate -- -- (933) (166)
-------- -------- ------- -------
Total $ 64,163 $ 56,367 14% $11,171 17.4% $16,816 29.8%
======== ======== ======= =======
EDG $ 84,647 $ 80,284 5% $22,585 26.7% $24,125 30.0%
SSC 53,201 50,010 6% 13,835 26.0% 15,316 30.6%
DPG 21,737 26,103 -17% 5,875 27.0% 9,634 36.9%
SSD 24,289 18,840 29% 5,151 21.2% 3,980 21.1%
Corporate -- -- (754) (1,167)
-------- -------- ------- -------
Total $183,874 $175,237 5% $46,692 25.4% $51,888 29.6%
======== ======== ======= =======
The Company experienced sales growth in the third quarter in all of the
Company's SBUs except DPG, whose sales continue to be affected by supply
shortages for several types of color CRT's and the loss of a customer in
Europe. SSD sales increased $3.1 million or 47% for the quarter, which
included $1.3 million in sales resulting from the consolidation of Burtek
Systems, Inc., effective February 1, 1997. SSC sales increased $3.2 million or
20% compared to last year, while EDG sales increased by 14% or $3.4 million
for the quarter. Almost half of the EDG sales growth for the quarter was
attributable to medical products, which increased 39%.
Gross margins in the third quarter and nine-month period were affected by
the special charge for overstock. The total charge included in cost of sales
was $7.2 million, which reduced gross margin for EDG by $2.8 million, SSC by
$2.4 million, DPG by $1.9 million and SSD by $.1 million. The impact on third
(8)
Management's Discussion and Analysis
Of Results of Operations and Financial Condition
Three- and Nine-Month Periods Ended February 28, 1997
(in thousands)(unaudited)
quarter gross margins as a percent of sales was 9.8% for EDG, 12.6% for SSC,
28.2% for DPG and 1.0% for SSD.
On a year-to-date basis, SSD sales increased by nearly 30% compared to the
prior year. SSC and EDG sales increased by 5% and 6%, respectfully, compared to
the prior year, while DPG sales decreased by 17%. Nine-month sales for SSC were
negatively impacted by the loss of a semiconductor franchise, which reduced
first half sales by $5.5 million. As these sales have been replaced, SSC has
resumed its prior growth trend.
Sales, percentage change from the prior year, gross margins and gross
margin percent of sales by area of the world are summarized in the following
table. Provisions for LIFO, manufacturing charges and other costs are included
under the caption "Corporate" (in thousands).
Sales Gross Margin
-------------------------- ----------------------------------
1997 1996 % 1997 GM % 1996 GM %
Change of Sales of Sales
-------- -------- ---- ------- ----- ------- ------
North America $ 39,546 $ 32,703 21% $ 7,462 18.9% $ 9,511 29.1%
Europe 13,499 13,631 -1% 2,870 21.3% 4,629 34.0%
Rest of World 11,118 10,033 11% 1,772 15.9% 2,842 28.3%
Corporate -- -- (933) (166)
-------- --------- ------- -------
Total $ 64,163 $ 56,367 14% $11,171 17.4% $16,816 29.8%
======== ======== ======= =======
North America $109,398 $101,895 7% $27,798 25.4% $29,998 29.4%
Europe 40,929 42,434 -4% 11,568 28.3% 14,307 33.7%
Rest of World 33,547 30,908 9% 8,080 24.1% 8,750 28.3%
Corporate -- -- (754) (1,167)
-------- -------- ------- -------
Total $183,874 $175,237 5% $46,692 25.4% $51,888 29.6%
======== ======== ======= =======
On a geographic basis, the Company achieved sales growth of 21% in North
America and 11% in the Rest of World area during the third quarter. Sales
declined 1% in Europe in the third quarter, reflecting the DPG supply shortages
and lost customer described above. European sales were also affected by the
strengthening of the U.S. dollar during the third quarter. The special charge
for overstock reduced gross margin for North America by $4.1 million, Europe by
$1.7 million, and Rest of World by $1.4 million. The impact on third quarter
gross margins as a percent of sales was 10.2% for North America, 12.5% for
Europe, and 13.1% for Rest of World.
Selling, general and administrative expenses increased $6.4 million from
the comparable prior-year quarter, including special charges of $3.8 million
for accounts receivable provisions, severance and other costs associated with
(9)
Management's Discussion and Analysis
Of Results of Operations and Financial Condition
Three- and Nine-Month Periods Ended February 28, 1997
(in thousands)(unaudited)
a Corporate reorganization. The remainder of the increase resulted from
investments in additional sales staff to capitalize on growth opportunities for
SSC, SSD and the EDG medical market.
Non-operating expenses increased by $.7 million primarily as a result of
foreign exchange losses and higher interest expense. Higher net interest costs
were attributable to additional borrowings needed to finance working capital
growth and several business acquisitions.
The net loss for the third quarter before extraordinary item was $6.1
million or $.50 per share, compared to income of $1.8 million or $.15 per share
in the prior year. An extraordinary loss of $.5 million net of tax, or $.04 per
share, resulted from the write-off of unamortized debt issuance costs. The net
loss for the third quarter was $6.5 million or $.54 per share. For the nine-
month period, the net loss before extraordinary item was $2.8 million or
$.23 per share compared to the prior year net income of $5.8 million or $.49
per share. The net loss for the nine-month period after extraordinary item was
$3.3 million or $.27 per share.
Liquidity and Capital Resources
Cash provided by operations was $1.6 million in the first nine months of
fiscal 1997, compared to cash used by operations of $10.3 million for the first
nine months last year. The improvement in cash from operations reflects reduced
growth in the investment in working capital, particularly inventory
investments, which were $.9 million in fiscal 1997 and $12.7 million in fiscal
1996. Due to increased sales, accounts receivable increased $3.5 million in
fiscal 1997 compared to $1.6 million in fiscal 1996. Accounts payable
increased $1.0 million in 1997 and $5.1 million in 1996, reflecting the timing
of inventory purchases. Interest payments for the first nine months of fiscal
1997 were $6.4 million, compared to $6.8 million in 1996.
Investment activity in the current year included the acquisition of Burtek
Systems, Inc., a Canadian distributor of security systems devices, in the third
quarter. Compucon Distributors, Inc., a distributor of interconnect devices in
the Northeastern United States, and two smaller companies operating in the
wireless communications and medical diagnostic imaging markets were acquired in
the first half of fiscal 1997.
In the first quarter the Company amended its $25 million senior revolving
credit note agreement due November 30, 1998 to increase the credit line to $35
million. The loan bears interest at 100 basis points over LIBOR, which at
(10)
Management's Discussion and Analysis
Of Results of Operations and Financial Condition
Three- and Nine-Month Periods Ended February 28, 1997
(in thousands)(unaudited)
February 28, 1997 resulted in a weighted average rate of 6.5%. The Company
borrowed $4.0 million for business acquisitions and working capital in the
third quarter of fiscal 1997. An additional $2.2 million was available at
February 28, 1997 under this agreement for future working capital or other
corporate requirements.
To complete the acquisition of Burtek Systems, Inc., a Canadian subsidiary
of the Company entered into a revolving credit agreement and term loan
aggregating $6.0 million with a Canadian affiliate of the Company's primary
bank. The loan is guaranteed by the Company, bears interest at the Canadian
prime rate and matures in November 1997. The February 28, 1997 balance sheet
includes $5.2 million for the initial borrowing under this agreement at which
date the interest rate was 4.5%.
On February 15, 1997, the Company exchanged $40.0 million of new
8 1/4% convertible debentures for an equivalent face value of its
outstanding 7 1/4% convertible debentures (see Note D). The principal
purpose of the exchange was to improve the Company's future liquidity
and capital position by refinancing a sufficient number of debentures to
eliminate sinking fund requirements until December 15, 2004.
The Company's loan agreements contain various financial and operating
covenants which set benchmark levels for tangible net worth, debt / tangible
net worth ratio and annual debt service coverage. The Company was in compliance
with these covenants at February 28, 1997.
In addition, certain of the current agreements contain restrictions
relating to the purchase by the Company of treasury stock or the payment of
cash dividends. At February 28, 1997, $16.3 million was available for such
transactions. 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. 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.
(11)
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, 1996.
ITEM 2. CHANGES IN SECURITIES
On February 15, 1997 the Company accepted $40.0 million principal amount
of its 7 1/4% Convertible Subordinated Debentures due December 15, 2006 ("Old
Debentures") in exchange for a new issue of an equal principal amount of its
8 1/4% Convertible Senior Subordinated Debentures due June 15, 2006 ("New
Debentures") pursuant to an offer to exchange ("Exchange Offer") as set forth
in the Company's Schedule 13E-4 filed with the Securities and Exchange
Commission on December 18, 1996 (the "Schedule 13E-4").
Such New Debentures are senior in right of payment to, and will mature
prior to, the Old Debentures. Further, the Old Debentures obtained in exchange
for the New Debentures will be utilized by the Company to satisfy sinking fund
requirements on the Old Debentures until December 15, 2004.
In connection with the Exchange Offer, the Company solicited and obtained
consents from the holders of more than a majority of the outstanding principal
amount of the Old Debentures to amend the Indenture under which the Company's
Old Debentures are issued. Such amendment was effected on February 18, 1997.
The amendment changes Section 4.02, Limitation on Dividends and Stock
Purchases, of the Indenture the effect of which was to increase the amount
available for such purposes as of August 31, 1996 from $13.1 million to $21.9
million. The Amendment also modifies events of default under the Indenture to
provide for an increase of the amount of other indebtedness in default which
would be an event of default under the Indenture from $1.0 million to $5.0
million.
(12)
Part II - Other Information
For a further statement of the limitations and qualifications of the
Company's Old Debentures as a result of the issuance of the New Debentures,
reference is made to the Offering Circular and Consent Solicitation dated
December 18, 1996 attached to the Schedule 13E-4 as Exhibit (a)(1) (the
"Offering Circular"). Particularly see "Purpose and Effects of the Tender
Portion of the Exchange Offer and the Proposed Amendments" on page 15, et. seq.
of the Offering Circular and "Certain Considerations for Non-Exchanging
Debentureholders" on page 13 of the Offering Circular, which information is
specifically incorporated herein by reference.
Exemption from registration of the New Debentures issued in the Exchange
Offer was claimed under Section 3(a)(9) of the Securities Act of 1993 as
amended, in reliance on the following facts.
The New Debentures were exchanged with holders of the Company's presently
issued and outstanding Old Debentures pursuant to the Exchange Offer in
connection with which Company filed the Schedule 13E-4 with the Securities and
Exchange Commission. There were not any sales of securities of the same class
by the Company or by or through an underwriter at or about the same time as the
transactions for which the exemption was claimed. No underwriters were
involved in the Exchange Offer. For a statement as to any consideration which
has been or is to be given, directly or indirectly, to any person in connection
with the transaction and the nature of any services rendered or to be rendered,
directly or indirectly, for such consideration see "The Exchange Offer -
Exchange Agent - Financial Advisor - Payment of Expenses"
on pages 24 and 25 of the Offering Circular, which information is specifically
incorporated herein by reference thereto. No cash payment has been made by any
holder of the Old Debentures.
The New Debentures are convertible at any time after issuance into shares
of Common Stock, $.05 par value, of the Company at $18 per share, subject to
adjustments under certain conditions.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
(13)
Part II - Other Information
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 4 (a) - First Amendment to the Indenture between the
Company and First Trust of Illinois, a National Association,
as successor to Continental Illinois National Bank and Trust
Company of Chicago dated as of February 18, 1997.
Exhibit 4(b) - Indenture between the Company and American
National Bank and Trust Company, as Trustee, for 8%
Convertible Senior Subordinated Debentures due June 15, 2006
(including form of 8% Convertible Senior Subordinated
Debentures due June 13, 2006) incorporated by reference to
Exhibit 10 of the Company's Schedule 13E-4, filed February 18,
1997.
Exhibit 10 (a) - Revolving credit agreement and term loan dated
February 18, 1997 between Richardson Electronics Acquisition
Corporation and First Chicago NBD Bank, Canada, together with
guarantee of the Company.
Exhibit 10 (b) - Agreement dated January 16, 1997 between the
Company and Dennis Gandy setting forth the terms of Mr. Gandy's
employment by the Company.
Exhibit 10 (c) - Agreement dated March 21, 1997 between the
Company and David Gilden setting forth the terms of Mr.
Gilden's employment by the Company.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K - None.
(14)
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 April 14, 1997 By \s\
William J. Garry
Vice President and
Chief Financial Officer
(15)