-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SNQ3GFliv6OpTWwgxEOmU0qKytf8PtRnRQUb/uI8XFYKn+0oVQqwhYg4Ea0sAnLF GdgTmHHNFZGPKeoKn2uPwA== 0000891092-03-001838.txt : 20030730 0000891092-03-001838.hdr.sgml : 20030730 20030730091332 ACCESSION NUMBER: 0000891092-03-001838 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030730 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY INSTRUMENTS INC CENTRAL INDEX KEY: 0000054991 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 340794417 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09965 FILM NUMBER: 03810066 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 8-K 1 e15352_8k.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 30, 2003 KEITHLEY INSTRUMENTS, INC. (Exact Name of registrant as Specified in Charter) Ohio 1-9965 34-0794417 (State or other jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 28775 Aurora Road, Cleveland, Ohio 44139 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (440) 248-0400 ================================================================================ Item 12. Results of Operations and Financial Condition. On July 30, 2003, Keithley Instruments, Inc. issued a press release reporting its financial results for its third quarter of fiscal year 2003, which ended June 30, 2003. A copy of the release is attached as Exhibit 99. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. 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. KEITHLEY INSTRUMENTS, INC. (Registrant) Date: July 30, 2003 /s/ Mark J. Plush --------------------------- Mark J. Plush Vice President and Chief Financial Officer EXHIBIT INDEX 99. Press release dated July 30, 2003 EX-99 3 e15352_ex99.txt PRESS RELEASE Exhibit 99 Keithley Instruments Reports Results for Fiscal 2003 Third Quarter CLEVELAND, July 30 /PRNewswire-FirstCall/ -- Keithley Instruments, Inc. (NYSE: KEI), a leader in solutions for emerging measurement needs, today announced results for its fiscal 2003 third quarter that ended June 30, 2003. Third Quarter Fiscal 2003 Results Net sales of $25.3 million for the third quarter of fiscal 2003 decreased 3 percent from sales of $26.0 million in last year's third quarter. Sales were down 28 percent in the United States, flat in Europe, and up 19 percent in the Pacific Basin region. Without the benefit of favorable currency adjustments, net sales would have decreased 7 percent from the prior year's quarter. Sequentially, sales were down 3 percent from the second quarter. The company reported a net loss of $1.9 million, or $0.12 per share, compared to a net loss of $0.9 million, or $0.06 per share, in last year's quarter. The results include severance charges of $0.02 per share and $0.06 per share in the third quarter of fiscal year 2003 and the third quarter of fiscal year 2002, respectively. The company announced its second strongest order quarter in two years, after last year's third quarter, driven primarily by significantly stronger orders in Asia and the semiconductor industry. Orders of $30.1 million for the quarter decreased 3 percent from last year's third quarter orders of $30.9 million. Geographically, orders were down 22 percent in the United States, flat in Europe and up 43 percent in the Pacific Basin. Strong orders in Japan and Korea more than offset lower orders in China during May and June due to the SARS virus. Compared to the prior year's third quarter, orders from semiconductor customers decreased 20 percent, wireless communications customers decreased 5 percent, while orders from electronic components and subassembly manufacturers increased 20 percent, and research and education customers increased 30 percent. Sequentially, orders increased 22 percent from the second quarter due to strong orders from semiconductor, and research and education customers. Order backlog increased $4.6 million to $16.3 million at June 30, 2003 from $11.7 million at March 31, 2003. Nine-Month Results For the nine months ending June 30, 2003, net sales were $77.4 million, up 13 percent from $68.5 million last year. The net loss for the nine months of fiscal 2003 was $3.4 million, or $0.22 per share, compared with a net loss of $3.8 million, or $0.24 per share, last year. Orders of $77.7 million for the nine months ending June 30, 2003, increased 6 percent from $73.6 million last year. Geographically, orders decreased 10 percent in the United States and three percent in Europe, but increased 51 percent in the Pacific Basin. For the first nine months, semiconductor orders comprised approximately 30 percent of the total, research and education made up about 20 percent, electronic components and subassembly manufacturers comprised about 20 percent, and wireless communications made up about 15 percent of the total. Cash and short-term investments totaled $35.1 million, while short-term debt was $0.6 million. Inventory of $11.1 million decreased $1.3 million from year ago levels, with turns at 3.7. Days sales outstanding were 48 at June 30, 2003 compared to 52 at this time last year. The total number of worldwide employees on June 30, 2003 was 603, down from 615 the end of March, and 649 at June 30, 2002. Business Initiatives "During the course of the past two years, we have implemented programs to strengthen our business as we waited for the electronics industry to recover," stated Joseph P. Keithley, the company's Chairman, President and Chief Executive Officer. "Our strong balance sheet has afforded us the financial strength, as well as the confidence, to pursue these initiatives. We believe our strategy is sound. We are clear on who our customers are and what applications we want to serve. However, the upturn has been slower to arrive than anticipated, and we can no longer wait for the upturn to help return us to profitability and cash generation. Therefore, strengthened by our completed initiatives of the past two years, we have acted to reduce costs to return to profitability in fiscal year 2004." "Part of our expected cost savings will come from improvements in gross margins. During the last year, we have made major changes to the way we purchase and manufacture as we adopted lean manufacturing principles. While we have seen some of the benefits of lean, such as increased turns and lower inventory balances, our overall manufacturing costs have increased. Our next phase of the lean implementation involves fine-tuning our processes and improving our execution. We expect to see significant improvements during fiscal 2004," stated Keithley. "During the quarter we won an important benchmark from a large semiconductor manufacturer in Japan. This customer has selected our S630 parametric test system to support development of its newest generation of semiconductors targeted at mobile products. We have not yet received a large volume of orders; however, we view this win as a significant development in partnering with a leading edge semiconductor manufacturer that is often seen as setting the standard in the industry," stated Keithley. The company provided an update on several other initiatives it has undertaken: -- It laid off a small percentage of its workforce and recorded a pretax charge of $535,000, -- It is reprioritizing business initiatives and further de-emphasizing some areas such as optoelectronics applications in the communications sector, -- It made good progress working with customers to gain design wins for its Model 2800 RF Power Analyzer, -- It reported increasing momentum from the recently announced structural change in its United States sales force. Orders were up 44 percent as a result of this group's efforts when compared to the March 2003 quarter, -- As part of its succession planning efforts, the company promoted three individuals to the officer level. It also hired a Vice President of new product development, -- It went live with the first phase of its worldwide Enterprise Resource Planning implementation, with no significant business interruptions, -- It will continue to fully implement ERP and its Customer Relationship Management systems throughout the remainder of the year and into fiscal year 2004. Business Outlook The cost cutting actions and improvements to the company's lean manufacturing process are expected to result in annualized cost savings of approximately $6 million beginning in fiscal year 2004. Not all of the cost savings will be realized in its results, as the company expects these savings to be partially offset by normal cost increases in fiscal 2004. In conjunction with the reduction in force, the company expects to record approximately $200,000 of additional charges in the September 2003 quarter. "While conditions throughout the electronics industry have improved, the outlook remains hard to predict. Our sales are order dependent, and we are currently estimating sales for the September quarter to range between $25 and $28 million. Including the additional severance charge, we would expect a pretax loss in the teens as a percentage of sales at the low end of the sales range. At the high end of the sales range, we would expect a loss in the single digits as a percentage of sales," stated Keithley. Stock Buyback Program During the third quarter of fiscal 2003, the company repurchased 32,500 common shares at an average cost of $12.89 per share including commissions. For the nine months ending June 30, 2002, the company spent $2.8 million repurchasing 243,200 common shares at an average cost per share of $11.41 including commissions. Under the current repurchase program, the company may purchase an additional 1,223,800 shares through December 2003. Forward Looking Statements Statements in the "Business Initiatives" and "Business Outlook" sections of this release are forward-looking statements that involve a number of risks and uncertainties. Actual results may differ materially from the results stated or implied in the forward-looking statements as a result of a number of factors that include but are not limited to: worldwide economic conditions and business conditions in the semiconductor, wireless, optoelectronics and other industries which the company serves and the severity and duration of the current downturn of these as well as the overall electronics industry, customers delaying or canceling orders in backlog, the company's ability to continue to develop an effective direct sales force in the United States, the company's ability to develop new products in a timely fashion and gain market acceptance of those products to remain competitive and gain market share, the company's ability to implement and execute an effective lean manufacturing system without incurring significant costs or disruptions in production, the company's ability to implement and effectively manage CRM and ERP systems without interruptions in its accounting, order entry, billing, manufacturing and other customer support functions, the company's ability to control costs, changes in effective tax rates, foreign currency fluctuations which could affect worldwide operations, and the effects of terrorist activities and armed conflicts, as well as the spread of contagious diseases, that could cause disruptions in general economic activity. Further information on factors that could cause actual results to differ from those anticipated is included in the company's annual report on Form 10-K and quarterly reports on Form 10-Q which are filed with the Securities and Exchange Commission. In light of these uncertainties, the inclusion of forward-looking information should not be regarded as a representation by the company that its plans or objectives will be achieved. Further, the company is not obligating itself to revise forward- looking statements contained herein to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. Conference Call on the Web On Wednesday, July 30, 2003 at 10:00 a.m. Eastern Time, interested parties may listen to the Keithley Instruments quarterly conference call live on the Web by registering on the investor relations portion of the company's web site at http://www.keithley.com. Interested parties may also listen to a replay of the quarterly conference call by visiting the web site. The replay will be available for approximately 45 days. About Keithley Instruments, Inc. Keithley Instruments, Inc. provides optical and electrical measurement solutions from DC to RF (radio frequency) to the wireless, semiconductor, optoelectronics, and other electronics manufacturing industries. Engineers and scientists around the world use Keithley's advanced hardware and software for process monitoring, production test, and basic research. KEITHLEY INSTRUMENTS, INC. Consolidated Statements of Income (In Thousands of Dollars Except for Per Share Data) (Unaudited) FOR THE THREE MONTHS FOR THE NINE MONTHS ENDED JUNE 30, ENDED JUNE 30, 2003 2002 2003 2002 NET SALES $25,264 100.0% $26,029 100.0% $77,415 100.0% $68,499 100.0% Cost of goods sold 11,819 46.8 11,259 43.3 35,300 45.6 30,258 44.2 Selling, general and adminis- trative expenses 12,666 50.1 11,407 43.8 37,385 48.3 32,926 48.1 Product development expenses 3,488 13.8 3,551 13.6 10,080 13.0 10,560 15.4 Severance charges 535 2.1 1,461 5.6 535 0.7 1,461 2.1 Net financing income (77) (0.3) (253) (1.0) (383) (0.5) (765) (1.1) Loss before income taxes (3,167) (12.5) (1,396) (5.3) (5,502) (7.1) (5,941) (8.7) Income taxes benefit (1,241) (4.9) (507) (1.9) (2,146) (2.8) (2,109) (3.1) NET LOSS $(1,926) (7.6)% $(889) (3.4)% $(3,356) (4.3)% $(3,832) (5.6)% Basic loss per share $ (0.12) $(0.06) $(0.22) $(0.24) Diluted loss per share $ (0.12) $(0.06) $(0.22) $(0.24) Cash dividends per Common Share $ .0375 $ .0375 $ .1125 $ .1125 Cash dividends per Class B Common Share $ .030 $ .030 $ .0900 $ .0900 Weighted average number of shares outstanding (000) - Diluted 15,481 15,755 15,482 15,699 KEITHLEY INSTRUMENTS, INC. CONDENSED Consolidated Balance Sheets (In Thousands of Dollars) (Unaudited) June 30, September 30, 2003 2002 ASSETS Current assets: Cash and cash equivalents $8,875 $21,707 Short-term investments 26,262 28,171 Refundable income taxes 550 954 Accounts receivable, net of allowances 14,593 14,140 Inventory 11,083 10,112 Other current assets 7,419 5,095 Total current assets 68,782 80,179 Property, plant and equipment, net 14,546 13,808 Other assets 31,638 26,384 Total assets $114,966 $120,371 Liabilities and Shareholders' Equity Current liabilities: Short term debt $625 $-- Accounts payable 6,865 7,170 Other current liabilities 13,501 13,583 Total current liabilities 20,991 20,753 Long-term debt -- -- Other long-term liabilities 7,878 7,170 Shareholders' equity 86,097 92,448 Total liabilities and shareholders' equity $114,966 $120,371 SOURCE Keithley Instruments, Inc. -0- 07/30/2003 /CONTACT: Mark J. Plush, Vice President and Chief Financial Officer of Keithley Instruments, Inc., +1-440-498-2618/ /Web site: http://www.keithley.com/ (KEI) CO: Keithley Instruments, Inc. ST: Ohio IN: CPR TLS SEM SU: CCA ERN -----END PRIVACY-ENHANCED MESSAGE-----