FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : March 23, 2005

RICHARDSON ELECTRONICS, LTD.

(Exact name of registrant as specified in its charter)

*Delaware*	*0-12906*	*36-2096643*
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

*40W267 Keslinger Road, P.O. Box 393, LaFox, Illinois*		*60147-0393*
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:		*(630) 208-2200*


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure
Download FORM 8-K in PDF format
For Immediate Release

For Details, Please Contact:
Ed Richardson	Dario Sacomani
Chairman and Chief Exective Officer Richardson Electronics, Ltd.	Senior Vice President and Chief Financial Officer Richardson Electronics, Ltd.
Phone: (630)208-2340 E-mail: info@rell.com

Richardson Reports Fiscal Third Quarter Sales of $141.7 Million,
up 11% from the Prior Year

LaFox, IL, Wednesday March 23, 2005: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported results for the third quarter of fiscal 2005, which ended February 26, 2005. Sales in the quarter were $141.7 million, an increase of 11.3% from the third quarter of fiscal 2004. Net loss was $2.1 million, or $0.12 per share, in the quarter, which included restructuring, incremental tax provisions and other charges of $2.9 million after-tax ($4.2 million pre-tax). Net income in the third quarter of fiscal 2004 was $1.0 million, or $0.07 per share.

The Company implemented restructuring actions at the end of the third quarter of fiscal 2005, which included changes in management and a reduction in workforce, to accelerate the alignment of operations with the Company's engineered solutions strategy and improve operating efficiency. Severance charges of $2.2 million and inventory write-down charges of $0.9 million were recorded in the quarter primarily related to the restructuring actions, which included de-emphasizing certain product lines. The Company also recorded charges of $0.8 million associated with previously capitalized freight, which will now be reported as a period expense, and an incremental bad debt provision of $0.3 million. The severance and bad debt charges were recorded to selling, general and administrative expense. Incremental tax provisions of $0.2 million were taken in the quarter related to foreign tax exposures and assessments.

Product margin (sales less direct product cost) increased to 26.5% of sales in the third quarter of fiscal 2005 compared to 26.0% of sales in the third quarter of fiscal 2004. Gross margin declined to 23.8% of sales in the quarter from 24.8% in the prior year quarter primarily due to the restructuring which included write-downs of inventory and previously capitalized freight as stated above.

Sales Highlights - Third Quarter Fiscal 2005 Compared to Third Quarter Fiscal 2004

The Company recorded its eleventh consecutive quarter of year over year sales growth as all four strategic business units and all four geographic areas increased sales over the prior year. RF/Wireless Communications sales grew 16.6% led by continued strength in infrastructure and network access demand, particularly in Asia. Sales in the Display Systems Group increased 16.0% with continued growth in custom display sales to the financial market. Industrial Power Group sales grew 7.8% led by increased demand in the United States for both power component and tube products. Sales in the Security Systems Division were up 1.4% on higher private label sales.

Geographically, the Company's sales in Asia/Pacific were up 29.7% with strong growth continuing in China for wireless and industrial power products. Sales in North America grew 7.4% led by increased demand for security systems in Canada and display systems in the United States. Sales in Europe were up 6.8% with continued growth in wireless sales, particularly in France, Israel and Spain. Sales in Latin America increased 2.1% with growth in wireless demand.

“Demand for our products and engineered solutions continues to grow worldwide,” said Edward J. Richardson, Chairman of the Board and Chief Executive Officer. “The restructuring actions taken in the third quarter will accelerate our ability to better serve our customers and sustain earnings growth through engineered solutions.”

On Thursday, March 24, 2005 at 9:00 a.m. CST, Mr. Edward J. Richardson, Chairman and Chief Executive Officer will host a conference call to discuss the release. A question and answer session will be included as part of the call's agenda. To listen to the call, please dial 800-553-0329 approximately five minutes prior to the start of the call. A replay of the call will be available from 12:30 p.m. on March 24, 2005 through June 30, 2005. The telephone numbers for the replay are (USA) 800-475-6701 and (International) 320-365-3844; access code 774694.

This release includes certain “forward-looking” statements as defined by the SEC. Statements in this press release regarding the Company’s business which are not historical facts represent “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s annual report on form 10-K. The Company assumes no responsibility to update the forward-looking statements in this release as a result of new information, future events, or otherwise.

About Richardson Electronics

Richardson Electronics, Ltd. is a global provider of “engineered solutions,” serving the RF and wireless communications, industrial power conversion, security and display systems markets. The Company delivers engineered solutions for its customers’ needs through product manufacturing, systems integration, prototype design and manufacture, testing and logistics. Press announcements and other information about Richardson are available on the World Wide Web at http://www.rell.com/investor.asp.

RICHARDSON ELECTRONICS, LTD
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE-MONTH AND NINE-MONTH PERIODS
ENDED FEBRUARY 26, 2005 AND FEBRUARY 28, 2004
(In thousands, except per share amounts, unaudited)


	Three months ended					Nine months ended

	February 26, 2005			February 28, 2004		February 26, 2005		February 28, 2004


Net sales	$	141,700		$	127,267	$	431,421	$	374,523
Cost of products sold		108,033			95,802		327,271		283,102

Gross margin		33,667			31,465		104,150		91,421
Selling, general and administrative expenses		34,009			27,030		95,273		78,269

Operating (loss) income		(342	)		4,435		8,877		13,152
Other expenses, net		2,404			2,942		7,499		7,934

(Loss) income before income taxes		(2,746	)		1,493		1,378		5,218
Income tax provision		(688	)		493		526		1,621

Net (loss) income	$	(2,058	)	$	1,000	$	852	$	3,597





Net (loss) income per share - basic:
Net (loss) income per share	$	(0.12	)	$	0.07	$	0.05	$	0.26



Average shares outstanding		17,299			14,102		16,818		14,002




Net (loss) income per share - diluted:
Net (loss) income per share	$	(0.12	)	$	0.07	$	0.05	$	0.25



Average shares outstanding		17,299			14,560		17,085		14,374




Dividends per common share	$	0.04		$	0.04	$	0.12	$	0.12

RICHARDSON ELECTRONICS, LTD
SALES AND GROSS MARGIN
FOR THIRD QUARTER FISCAL 2005 AND 2004
ENDED FEBRUARY 26, 2005 AND FEBRUARY 28, 2004
(In thousands, unaudited)

By Business Unit:
				SALES								GROSS MARGIN


		FY 2005		FY 2004	% Change				FY 2005		% of Sales				FY 2004		% of Sales

Third Quarter
RFWC	$	65,268	$	55,973		16.6	%	$	13,533			20.7	%	$	13,162			23.5	%
IPG		29,657		27,514		7.8	%		8,891			30.0	%		8,383			30.5	%
SSD		25,607		25,260		1.4	%		6,260			24.4	%		6,394			25.3	%
DSG		19,498		16,813		16.0	%		4,097			21.0	%		4,146			24.7	%
Other		1,670		1,707					886						(620	)

Total	$	141,700	$	127,267		11.3	%	$	33,667			23.8	%	$	31,465			24.7	%




Fiscal Year to Date
RFWC	$	197,053	$	163,493		20.5	%	$	43,864			22.3	%	$	37,190			22.7	%
IPG		90,608		81,232		11.5	%		27,525			30.4	%		27,730			30.4	%
SSD		78,728		76,541		2.9	%		20,062			25.5	%		19,419			25.4	%
DSG		60,040		47,756		25.7	%		13,528			22.5	%		12,132			25.4	%
Other		4,992		5,501					(829	)					(2,050	)

Total	$	431,421	$	374,523		15.2	%	$	104,150			24.1	%	$	91,421			24.4	%

By Geographic Area:
				SALES								GROSS MARGIN


		FY 2005		FY 2004	% Change				FY 2005		% of Sales				FY 2004		% of Sales

Third Quarter
North America	$	73,443	$	68,392		7.4	%	$	19,047			25.9	%	$	17,681			25.9	%
Europe		31,118		29,124		6.8	%		9,425			30.3	%		8,480			29.1	%
Asia/Pacific		30,652		23,630		29.7	%		7,104			23.2	%		5,640			23.9	%
Latin America		5,544		5,428		2.1	%		1,458			26.3	%		1,243			22.9	%
Corporate		943		693					(3,367	)					(1,579	)

Total	$	141,700	$	127,267		11.3	%	$	33,667			23.8	%	$	31,465			24.7	%




Fiscal Year to Date
North America	$	227,548	$	199,468		14.1	%	$	58,783			25.8	%	$	52,244			26.2	%
Europe		94,284		86,025		9.6	%		27,047			28.7	%		24,825			28.9	%
Asia/Pacific		91,217		71,120		28.3	%		21,560			23.6	%		16,227			22.8	%
Latin America		15,392		15,102		1.9	%		4,184			27.2	%		3,541			23.4	%
Corporate		2,980		2,808					(7,424	)					(5,416	)

Total	$	431,421	$	374,523		15.2	%	$	104,150			24.1	%	$	91,421			24.4	%



Note: Fiscal 2004 data has been reclassified to conform with the fiscal 2005 presentation. Direct Export and a portion of Corporate have been reclassified to the identified geographic areas based on ship to location. Europe includes sales and gross margins to Middle East and Africa. Corporate consists of freight and other non-area specific sales and gross margins.

RICHARDSON ELECTRONICS, LTD
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

				As of

				February 26,	May 29,
				2005	2004

				(unaudited)
ASSETS
Current Assets
	Cash		$	22,737	$	16,927
	Account receivable, net			109,920		106,130
	Inventories			107,116		92,297
	Other			18,265		19,739

		Total current assets		258,038		235,093

Property, plant and equipment, net				33,541		30,589
Goodwill and intangible assets				7,218		6,726
Other assets				10,628		6,806


Total assets			$	309,425	$	279,214




LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
	Accounts payable		$	37,439	$	33,473
	Accrued liabilities			19,464		23,224
	Current portion of long-term debt			12		4,027

		Total current liabilities		56,915		60,724

Long-term debt, less current portion				134,042		133,813
Other non-current liabilities				1,117		241

		Total liabilities		192,074		194,778

Stockholders’ Equity				117,351		84,436


Total liabilities and stockholders' equity			$	309,425	$	279,214

SIGNATURES
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 hereunto duly authorized.

	RICHARDSON ELECTRONICS, LTD.
Date: March 23, 2005	By: /s/ DARIO SACROMANI
	Name: Dario Sacromani Title: Senior Vice President and Chief Financial Officer

FORM 8-K

For Immediate Release