-----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, UnKw7AwDQ5mWpj9Sp5+aakW4aQB9KBLqXmqXYix70kca7q2LFtc/y6vO1GIwuEgE EsJ6+0sysHKFGvorLiukeg== 0000950152-03-010170.txt : 20031208 0000950152-03-010170.hdr.sgml : 20031208 20031208135047 ACCESSION NUMBER: 0000950152-03-010170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031208 ITEM INFORMATION: FILED AS OF DATE: 20031208 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: 031042167 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 8-K 1 l04490ae8vk.txt KEITHLEY INSTRUMENTS, INC. ================================================================================ 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) DECEMBER 8, 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 December 8, 2003, Keithley Instruments, Inc. issued a press release reporting an adjustment to its previously released financial results for its fourth quarter and fiscal year 2003, which ended September 30, 2003. The non-cash adjustment recorded was to the Company's provision for income taxes and affected after-tax results, but not pretax results or cash flows. 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: December 8, 2003 /s/ Mark J. Plush ------------------------------------------ Mark J. Plush Vice President and Chief Financial Officer EXHIBIT INDEX 99. Press release dated December 8, 2003 2 EX-99 3 l04490aexv99.txt EX-99 PRESS RELEASE Exhibit 99 CONTACT: Mark J. Plush Vice President and Chief Financial Officer - -------------------------------------------------------------------------------- KEITHLEY KEITHLEY INSTRUMENTS, INC. 28775 Aurora Road Cleveland, Ohio 44139-1891 440-248-0400 o Fax: 440-248-6168 http://www.keithley.com FOR IMMEDIATE RELEASE KEITHLEY INSTRUMENTS RECORDS NON-CASH ADJUSTMENT TO INCOME TAX PROVISION Cleveland, Ohio - December 8, 2003 - Keithley Instruments, Inc. (NYSE:KEI), a leader in solutions for emerging measurement needs, announced a non-cash adjustment to income tax expense for its previously released results for the fourth quarter and fiscal year ended September 30, 2003. The Company's pretax results were not affected by the change. The Company and its independent accountants have reviewed the accounting treatment under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," related to a tax valuation reserve for certain tax credits that were generated as a result of the previous exercise of non-qualified stock options. In the November 3, 2003 earnings release, the valuation reserve was recorded as a charge against shareholders' equity. The appropriate accounting treatment is to charge the valuation reserve against the provision for income taxes. The adjustment does not affect previously reported sales, gross margins, or other components of pretax results or cash flows. The deferred tax assets valuation allowance is reviewed periodically for continued probability of realization as part of the Company's normal accounting processes. This may result in an increase or decrease in the deferred tax assets valuation allowance amount as future conditions dictate. The Company's previously released pretax income for the fourth quarter ended September 30, 2003 of $1.1 million remains unchanged, as does the reported pretax loss for the full fiscal year. However, the provision for income taxes is being increased by $1.7 million resulting in a net loss for the fourth quarter of $0.8 million, or $0.05 per share. For the full fiscal year, the revised net loss is $4.2 million, or $0.27 per share. This change does not affect any other previously reported periods. The Company is reporting this change before the filing of its fiscal year 2003 Annual Report on Form 10-K, which is due to be filed with the Securities and Exchange Commission on or before December 29, 2003. About Keithley Instruments. With more than 50 years of measurement expertise, Keithley Instruments has become a world leader in advanced electrical test instruments and systems from DC to RF (radio frequency) for semiconductor, wireless, optoelectronics, and other segments of the worldwide electronics industry. Engineers and scientists rely on Keithley's instrumentation to make even the most demanding electrical measurements with confidence. Keithley technology can be found on production floors of the most advanced electronics manufacturing facilities, in leading development labs, and in research departments of the world's prominent universities and corporate R&D centers. KEITHLEY INSTRUMENTS, INC. Consolidated Statement of Income (In Thousands of Dollars Except for Per Share Data) (Unaudited)
FOR THE THREE MONTHS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, --------------------------------------- ----------------------------------------- 2003 2002 2003 2002 ------------------- ---------------- ------------------ ------------------- NET SALES $29,303 100.0% $28,423 100.0% $106,718 100.0% $96,922 100.0% Cost of goods sold 12,346 42.1 12,183 42.9 47,646 44.7 42,441 43.8 Selling, general and administrative expenses 12,149 41.5 12,130 42.7 49,534 46.4 45,056 46.5 Product development expenses 3,408 11.6 3,427 12.0 13,488 12.6 13,987 14.4 Severance charges 310 1.1 -- -- 845 0.8 1,461 1.5 Net financing income (51) (0.2) (212) (0.7) (434) (0.4) (977) (1.0) ------- ----- -------- ----- -------- ----- -------- ----- Income (loss) before income taxes 1,141 3.9 895 3.1 (4,361) (4.1) (5,046) (5.2) Income taxes (benefit) 1,977 6.7 143 0.5 (169) (0.2) (1,966) (2.0) ------ ----- ------ ---- -------- ----- --------- ----- NET (LOSS) INCOME $ (836) (2.8)% $ 752 2.6% $ (4,192) (3.9)% $ (3,080) (3.2)% ======= ====== ======= ===== ======= ===== ======= ===== Basic (loss) earnings per share $ (0.05) $ 0.05 $ (0.27) $ (0.20) ======= ======= ======= ======== Diluted (loss) earnings per share $ (0.05) $ 0.05 $ (0.27) $ (0.20) ======= ======= ====== ======== Cash dividends per Common Share $ .0375 $ .0375 $ .1500 $ .1500 ====== ====== ======== ======= Cash dividends per Class B Common Share $ .0300 $ .0300 $ .1200 $ .1200 ====== ====== ======== ======= Weighted average number of shares outstanding - Diluted (000) 15,501 16,175 15,487 15,687 ====== ====== ====== ======
KEITHLEY INSTRUMENTS, INC. Consolidated Balance Sheet (In Thousands of Dollars) (Unaudited)
September 30, 2003 September 30, 2002 ------------------ ------------------ ASSETS Current assets: Cash and cash equivalents $ 15,739 $ 21,707 Short-term investments 20,070 28,171 Refundable income taxes 519 954 Accounts receivable and other, net of allowances 15,607 14,140 Inventory 11,214 10,112 Other current assets 5,111 5,095 -------- -------- Total current assets 68,260 80,179 Property, plant and equipment, net 14,301 13,808 Other assets 31,625 26,384 -------- -------- Total assets $114,186 $120,371 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 7,071 $ 7,170 Other current liabilities 12,721 13,583 -------- -------- Total current liabilities 19,792 20,753 Long-term debt -- -- Other long-term liabilities 9,631 7,170 Shareholders' equity 84,763 92,448 -------- -------- Total liabilities and shareholders' equity $114,186 $120,371 ======== ========
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