8-K

EFFECTIVE APRIL 28, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) April 28, 2009

Key Tronic Corporation

(Exact name of registrant as specified in its charter)

Washington	0-11559	91-0849123
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4424 North Sullivan Road, Spokane Valley, Washington	99216
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (509) 928-8000

(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 provision (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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 28, 2009, Key Tronic Corporation issued a press release announcing its financial results for the quarter ended March 28, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K including the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing of Key Tronic Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated April 28, 2009

SAFE HARBOR STATEMENT. Statements contained in the Exhibit to this report that state Key Tronic Corporation’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. Key Tronic Corporation’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that Key Tronic Corporation has filed with the Securities and Exchange Commission.

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.

	KEY TRONIC CORPORATION (Registrant)
Date: April 28, 2009
	By:	/s/ Ronald F. Klawitter
		Ronald F. Klawitter, Executive Vice President of Administration, CFO and Treasurer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press Release, dated April 28, 2009

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACTS:	Ron Klawitter	Michael Newman
	Chief Financial Officer	Investor Relations
	Key Tronic Corporation	StreetConnect
	(509) 927-5295	(206) 729-3625

KEY TRONIC CORPORATION ANNOUNCES

THIRD QUARTER RESULTS

Growing Revenue Contribution from New Customers:

Taking Steps to Maintain Operating Efficiency; Winning New Business

Spokane Valley, WA— April 28, 2009 — Key Tronic Corporation (Nasdaq: KTCC), a provider of electronic manufacturing services (EMS), today announced its results for the quarter ended March 28, 2009.

For the third quarter of fiscal 2009, Key Tronic reported total revenue of $44.2 million, compared to $51.5 million in the same period of fiscal 2008. For the first nine months of fiscal 2009, total revenue was $139.5 million, compared to $146.8 million in the same period of fiscal 2008.

Net income for the third quarter of fiscal 2009 was $0.3 million or $0.03 per diluted share, compared to $1.2 million or $0.11 per

diluted share for the same period of fiscal 2008. For the first nine months of fiscal 2009, net income was $0.8 million or $0.08 per diluted share, compared to $3.0 million or $0.29 per diluted share for the same period in fiscal 2008.

Results for the third quarter of fiscal 2009 included charges of approximately $0.5 million or $0.05 per diluted share for increased reserves on a doubtful foreign receivable and approximately $0.2 million or $0.02 per diluted share for severance charges related to cost reduction efforts.

“With the challenging global economic environment, we continue to focus on reducing our costs and maintaining our operating efficiency and profitability,” said Craig Gates, President and Chief Executive Officer. “We are pleased that our operating performance for the third quarter was in line with our forecasts. While we have maintained our existing customer base, we continue to see slowdowns in orders among those programs. Although the revenue growth from many of our new programs has also been slowed due to the recession, all of those new programs continue to move forward.

“We continue to add to our pipeline of prospective new programs despite the challenging economy. During the third quarter, we won several new programs involving military electronics, computer networking and telecommunications. Our world-class facilities and unique set of capabilities continue to give us strong competitive advantages. In coming periods, we expect to win new business and further diversify our customer portfolio across a wide range of industries.”

Business Outlook

For the fourth quarter of fiscal 2009, the Company expects revenue in the range of $40 million to $43 million, with earnings in the range of breakeven to $0.02 per share.

Conference Call

Key Tronic will host a conference call today to discuss its financial results at 2:00 PM Pacific (5:00 PM Eastern). A broadcast of the conference call will be available at www.keytronic.com under “Investor Relations” or by calling 800-240-5318 or +1 303-262-2130. A 48-hour replay will be available by calling 800-405-2236 or +1 303-590-3000 (Reservation No. 11130264). A replay will also be available on the Company’s Web site.

About Key Tronic

Key Tronic is a leading contract manufacturer offering value-added design and manufacturing services from its facilities in the United States, Mexico and China. The Company provides its customers full engineering services, materials management, worldwide manufacturing facilities, assembly services, in-house testing, and worldwide distribution. Its customers include some of the world’s leading original equipment manufacturers. For more information about Key Tronic visit: www.keytronic.com.

Some of the statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all passages containing verbs such as ‘aims, anticipates, believes, estimates, expects, hopes, intends, plans, predicts, projects or targets’ or nouns corresponding to such verbs. Forward-looking statements also include other passages that are primarily relevant to expected future events or that can only be fully evaluated by events that will occur in the future. Forward-looking statements in this release include, without limitation, the Company’s statements regarding its expectations with respect to quarterly revenue and earnings during fiscal 2009. There are many factors, risks and uncertainties that could cause actual results to differ materially from those predicted or projected in forward-looking statements, including but not limited to the future of the global economic environment and its impact on our customers and suppliers, the accuracy of customers’ forecasts; success of customers’ programs; timing of new programs; success of new-product introductions; acquisitions or divestitures of operations or facilities; technology advances; changes in pricing policies by the Company, its competitors, customers or suppliers; and the other risks and uncertainties detailed from time to time in the Company’s SEC filings.

KEY TRONIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Third Quarters Ended				Nine Months Ended
	March 28 2009		March 29 2008		March 28 2009		March 29 2008
Net sales	$	44,233	$	51,461	$	139,460	$	146,835
Cost of sales		40,921		47,234		128,925		136,039
Gross profit on sales		3,312		4,227		10,535		10,796
Operating expenses:
Research, development and engineering		533		679		1,751		1,997
Selling, general and administrative		2,340		2,081		6,533		5,851
Goodwill impairment		—		—		765		—
Gain on sale of real estate		—		—		—		(951	)
		2,873		2,760		9,049		6,897
Operating income		439		1,467		1,486		3,899
Interest expense		131		254		493		764
Income before income taxes		308		1,213		993		3,135
Income tax provision		46		46		217		149
Net income	$	262	$	1,167	$	776	$	2,986
Earnings per share:
Earnings per common share - basic	$	0.03	$	0.12	$	0.08	$	0.30
Weighted average shares outstanding - basic		10,066		10,024		10,057		9,988
Earnings per common share - diluted	$	0.03	$	0.11	$	0.08	$	0.29
Weighted average shares outstanding - diluted		10,066		10,207		10,075		10,293

KEY TRONIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	March 28 2009			June 28 2008
ASSETS
Current assets:
Cash and cash equivalents	$	1,009		$	2,879
Trade receivables		28,581			36,018
Inventories		38,356			37,927
Other		4,568			4,893
Total current assets		72,514			81,717
Property, plant and equipment - net		9,940			10,798
Other assets:
Restricted cash		92			39
Deferred income tax asset		4,177			4,210
Other		723			815
Goodwill		—			765
Total other assets		4,992			5,829
Total assets	$	87,446		$	98,344
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	21,061		$	29,497
Accrued compensation and vacation		2,712			4,388
Current portion of other long term obligations		410			470
Revolving loan		10,883			—
Other		2,090			1,667
Total current liabilities		37,156			36,022
Long-term liabilities:
Revolving loan		—			12,348
Other long-term obligations		666			893
Total long-term liabilities		666			13,241
Shareholders’ equity:
Common stock, no par value - share authorized 25,000; issued and outstanding 10,066 and 10,024 shares, respectively		39,358			39,301
Retained earnings		10,556			9,780
Accumulated other comprehensive loss		(290	)		—
Total shareholders’ equity		49,624			49,081
Total liabilities and shareholders’ equity	$	87,446		$	98,344