-----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, QP79dtjD8dfl78SgA8iPMpqYRKwvuKU1wEl7ri1UaoYCVE4rf70nSipsmccDgBJN Y9OTR8Jr2CDO0ynIhJYnTw== 0001157523-09-000812.txt : 20090204 0001157523-09-000812.hdr.sgml : 20090204 20090204090516 ACCESSION NUMBER: 0001157523-09-000812 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090204 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090204 DATE AS OF CHANGE: 20090204 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: 09566908 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 8-K 1 a5887662.htm KEITHLEY INSTRUMENTS, INC. 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):

February 4, 2009


Keithley Instruments, Inc.
(Exact name of registrant as specified in its charter)

Ohio

 

1-9965

 

34-0794417

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

28775 Aurora Road, Solon, Ohio

 

44139

 (Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(440) 248-0400


Not Applicable
________________________________________________
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:

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 2.02     Results of Operations and Financial Condition.

(a) On February 4, 2009 Keithley Instruments, Inc. issued a press release reporting its financial results for its first quarter of fiscal year 2009, which ended December 31, 2008. 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.




Item 9.01     Financial Statements and Exhibits.

(c) Exhibits.
 99. Press Release Dated February 4, 2009



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.

 

February 4, 2009

By:

/s/ Mark J. Plush

Name:

Mark J. Plush

Title:

Vice President and Chief Financial Officer



Exhibit Index

Exhibit No.

 

Description

 
99

Press Release Dated February 4, 2009

EX-99 2 a5887662-ex99.htm EXHIBIT 99

Exhibit 99

Keithley Instruments Reports Results for Fiscal 2009 First Quarter

CLEVELAND--(BUSINESS WIRE)--February 4, 2009--Keithley Instruments, Inc. (NYSE:KEI), a world leader in advanced electrical test instruments and systems, today announced results for its fiscal 2009 first quarter ended December 31, 2008.

First Quarter Fiscal 2009 Results

Net sales of $31.1 million for the first quarter of fiscal 2009 decreased $7.4 million, or 19 percent, from net sales of $38.4 million in last year’s first quarter. Sales outside of the Americas represented approximately 75 percent of total sales for the first quarter of fiscal 2009. Two percentage points of the sales decrease as compared to the prior year was the result of a stronger U.S. dollar. Sales decreased six percent compared to the fourth quarter of fiscal 2008, approximately half of which was the result of a stronger U.S. dollar.

For the first quarter of fiscal 2009, the Company reported a net loss of $2.4 million, or $0.15 per share, excluding a non-cash special charge. This compared to net income of $0.9 million, or $0.05 per share, for the first quarter of fiscal 2008. Including the special charge, the reported net loss for the first quarter of fiscal 2009 was $32.4 million, or $2.07 per share. The special charge is for a non-cash discrete tax adjustment of $30.0 million, or $1.92 per share, to reserve for the Company’s U.S. deferred tax assets. The loss before taxes was $2.1 million for the first quarter of fiscal 2009 versus income before taxes of $1.0 million in the prior year’s first quarter. The decrease in earnings before taxes was primarily the result of lower sales volume and lower gross margins. Selling, general and administrative costs in the first quarter of fiscal 2009 decreased $2.0 million from the first quarter of last year, primarily the result of the cost reductions that were previously announced as well as the impact of variable compensation awards.

The Company recorded tax expense of $30.2 million during the first quarter of fiscal 2009, which included the previously mentioned discrete tax adjustment of $30.0 million. Additionally, the Company was unable to record a tax benefit on the current quarter’s U.S. loss, and recorded income in certain foreign operations which resulted in tax expense for the quarter. This compares to tax expense of $0.1 million during the first quarter of fiscal 2008.

Orders of $27.7 million for the first quarter of fiscal 2009 decreased 32 percent from last year’s first quarter orders of $40.6 million. Geographically, orders decreased 28 percent in the Americas, 41 percent in Asia, and 24 percent in Europe when compared to the prior year. Orders from the Company’s semiconductor customers decreased approximately 35 percent, orders from wireless communications customers decreased approximately 80 percent, and orders from both precision electronic component/subassembly manufacturers and from research and education customers each decreased approximately 15 percent compared to the prior year’s first quarter. For the first quarter, semiconductor customer orders comprised approximately 25 percent of the total, wireless communications customer orders were approximately five percent, precision electronic component/subassembly manufacturers orders were approximately 25 percent, and research and education customer orders made up about 35 percent. Orders decreased 21 percent compared to the fourth quarter of fiscal 2008. Order backlog decreased $3.4 million during the quarter to $15.0 million at December 31, 2008.


“Global economic and industry conditions continued to deteriorate during the latter part of calendar 2008. We saw our order levels continue to decline this past quarter and, accordingly, we announced several costs reduction actions to improve our financial performance,” stated Joseph P. Keithley, the Company’s Chairman, President and Chief Executive Officer. “Our focus is on managing our liquidity.”

Recent Developments and New Product Update

During November, the Company announced ACS Basic Edition, characterization and curve tracer software for component test applications. This software product is the latest addition to Keithley’s powerful Automated Characterization Suite (ACS) family, which provides an integrated solution for test management and analysis with Keithley’s SourceMeter® Instrument family that performs comprehensive device parameter analysis as well as basic curve tracing at a low cost of ownership. While initial ACS systems were designed for larger semiconductor lab applications, ACS Basic Edition systems provide an economical bench-top solution for component test applications.

The Company’s KTEI (Keithley Test Environment Interactive) V7.1 software for the Model 4200-SCS (Semiconductor Characterization System) was recently named one of EDN magazine’s Hot 100 Electronic Products of 2008. KTEI V7.1 software broadens the capabilities of the Model 4200, enabling characterization of high-power semiconductor devices.

Balance Sheet and Cash Flow

The Company used $3.6 million in cash from operations during the quarter. Cash and investments in Auction Rate Securities decreased by $5.4 million to $29.2 million at December 31, 2008. Total debt was $0.6 million at December 31, 2008. Inventory of $18.0 million decreased $1.8 million from September 30, 2008. Turns were 2.7 at December 31, 2008, versus 4.2 a year ago and 2.7 at September 30, 2008. Trade receivables were $14.4 million, down $1.9 million from September 30, 2008. Days sales outstanding were 47 at December 31, 2008, versus 49 a year ago, and 47 at September 30, 2008.

Legal Proceeding Update

On January 20, 2009, the United States District Court for the Northern District of Ohio issued an order granting the Company’s and the other defendants’ motion to dismiss in its entirety the Second Amended Complaint in the previously disclosed shareholder derivative litigation. The plaintiffs have thirty days from the date of the order to appeal the dismissal.


Stock Buyback Program

During the first quarter of fiscal 2009, the Company repurchased 155,000 shares for $0.7 million at an average cost of $4.80 per share under the terms of the Company’s previously announced stock repurchase program (the “Program”). From the Program’s inception through December 31, 2008, the Company has repurchased 942,600 shares for $8.5 million at an average cost of $8.97 per share, of the 2,000,000 Common Shares that may be purchased through February 2009.

Operations Outlook

“Our customers’ spending has dramatically decreased as a result of current macroeconomic conditions, and we are particularly uncertain about their future capital spending. We remain focused on executing against our business plan and on aligning our cost structure with the current economic reality,” stated Keithley.

Based upon current expectations, the Company is estimating sales for the second quarter of fiscal 2009, which will end March 31, 2009, to range between $22 and $29 million. The Company expects a loss for the second quarter. For the remainder of fiscal year 2009, the Company expects to record tax expense as a result of taxes generated in foreign jurisdictions.

During the second quarter of fiscal 2009, the Company expects to incur approximately $1.3 million for the costs associated with the previously announced reduction in its worldwide workforce that was implemented during January, 2009, slightly less than previously announced. The actions taken were the result of the order decline realized during the latter part of fiscal 2008 and into fiscal 2009. The cost reduction actions that the Company has taken, including pay and benefit reductions, workforce reductions, and discretionary cost reductions, are expected to result in a cost savings during fiscal 2009 of approximately 20 percent of the Company’s operating costs incurred during fiscal 2008.

Forward-Looking Statements

Statements in the “Operations Outlook” section of this release that are not historical facts, including those relating to orders, sales, earnings, spending, and tax rates are “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, 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; uncertainties in the credit and capital markets including the ability of the Company’s customers to access credit and the Company’s risk to cash and short-term investments that are not backed by a government agency; business conditions in the semiconductor, wireless, precision electronics and other segments of the worldwide electronics industry; the timing of large orders from customers or canceling of orders in backlog; timing of recognizing shipments as revenue; changes in product and sales mix, and the related effects on gross margins; 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 work with third parties; competitive factors, including pricing pressures, loss of key employees, technological developments and new products offered by competitors; the impact of the Company’s fixed costs in a period of declining sales; the Company’s ability to fine-tune its lean manufacturing system to lower costs without incurring significant disruptions in production; the Company’s ability to effectively manage outsourcing arrangements without disruption to demand schedules or quality standards; the Company’s ability to implement and effectively manage IT system enhancements without interruption to its business processes; the Company’s ability to maintain planned cost savings initiatives without adversely affecting the Company’s strategic initiatives; the potential volatility on earnings as a result of the accounting for performance share awards; changes in effective tax rates due to tax law changes, changes in tax planning strategies, changes in deferred tax assets, or changes in levels of pretax earnings; foreign currency fluctuations which could affect worldwide operations; costs and other effects of domestic and foreign legal, regulatory and administrative proceedings; government actions to protect worldwide trade; compliance with the listing standards of the New York Stock Exchange; the availability of parts and supplies from third-party suppliers on a timely basis and at reasonable prices; changes in the fair value of the Company’s investments; and matters arising out of or related to the Company’s stock option grants and procedures and related matters, including the outcome of the inquiry commenced by the U.S. Securities and Exchange Commission (SEC), the possibility that the SEC may disagree with the Special Committee’s findings and may require a restatement of the Company’s financial statements or additional or different remediation, any other proceedings which may be brought against the Company by the SEC or other governmental agencies, the outcome of the shareholder derivative actions filed against certain of the Company’s officers and directors, and the possibility of other private litigation relating to such stock option grants and related matters. 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, February 4, 2009, at 10 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 website at www.keithley.com. Interested parties may also listen to a replay of the quarterly conference call by visiting the website. The replay will be available for approximately 60 days.

About Keithley Instruments, Inc.

With more than 60 years of measurement expertise, Keithley Instruments has become a world leader in advanced electrical test instruments and systems from DC to RF (radio frequency). Our customers are scientists and engineers in the worldwide electronics industry involved with advanced materials research, semiconductor device development and fabrication, and the production of end products such as portable wireless devices. The value we provide them is a combination of products for their critical measurement needs and a rich understanding of their applications to improve the quality of their products and reduce their cost of test.


           
KEITHLEY INSTRUMENTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars Except for Per Share Data)
(Unaudited)
 
 
FOR THE THREE MONTHS
ENDED DECEMBER 31,

2008

2007

 
NET SALES $ 31,070 100.0 % $ 38,438 100.0 %
Cost of goods sold   13,295   42.8     15,734   40.9  
 
Gross profit 17,775 57.2 22,704 59.1
 
Selling, general and administrative expenses 14,015 45.1 16,061 41.8
Product development expenses 6,053 19.5 6,163 16.0
Adjustments to severance and related charges   (3 ) (0.0 )

 

-

  -  
 
 
Operating (loss) income (2,290 ) (7.4 ) 480 1.3
 
Investment income 175 0.6 528 1.4
Interest expense   (20 ) (0.1 )   (20 ) (0.1 )
 
(Loss) income before income taxes

(2,135

)

(6.9

)

988 2.6
 
Income tax expense   30,224   97.2     99   0.3  
 
NET (LOSS) INCOME $ (32,359 ) (104.1 )% $ 889   2.3 %
 
Basic (loss) earnings per share $ (2.07 ) $ 0.06  
Diluted (loss) earnings per share $ (2.07 ) $ 0.05  
 
Cash dividends per Common Share $ .0375   $ .0375  
Cash dividends per Class B Common Share $ .0300   $ .0300  
 
 

Weighted average number of shares outstanding – Diluted (000)

  15,607     16,221  

       
KEITHLEY INSTRUMENTS, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
(Unaudited)
 
 
December 31, 2008 September 30, 2008
ASSETS
 
Current assets:
Cash and cash equivalents $ 29,160 $ 22,073
Short-term investments -- 5,700
Accounts receivable and other, net of allowances 14,755 17,265
Inventory 18,045 19,823
Other current assets   3,242   7,562
 
Total current assets 65,202 72,423
 
Property, plant and equipment, net 13,321 13,152
Other assets   20,757   52,403
 
Total assets $ 99,280 $ 137,978
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current liabilities:
Short-term debt $ 559 $ 23
Accounts payable 5,240 7,325
Other current liabilities   11,457   14,389
 
Total current liabilities 17,256 21,737
 
Long-term debt -- --
Other long-term liabilities 12,478 12,939
 
Shareholders' equity   69,546   103,302
 
Total liabilities and shareholders' equity $ 99,280 $ 137,978

CONTACT:
Keithley Instruments, Inc.
Mark J. Plush, 440-248-0400
Vice President and Chief Financial Officer

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