-----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, QpQyxHRUYabyx86gIw70z5enehBQlKtT6tsPlDDe/ZcwOJlzBSuA8Snl5sVRMRTi N8+N1fYlLZJFOkY4wGpLzw== 0001140437-03-000423.txt : 20031218 0001140437-03-000423.hdr.sgml : 20031218 20031218160912 ACCESSION NUMBER: 0001140437-03-000423 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031218 ITEM INFORMATION: FILED AS OF DATE: 20031218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEKTRONIX INC CENTRAL INDEX KEY: 0000096879 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 930343990 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04837 FILM NUMBER: 031062527 BUSINESS ADDRESS: STREET 1: 14200 SW KARL DRIVE CITY: BEAVERTON STATE: OR ZIP: 97077 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 500 CITY: BEAVERTON STATE: OR ZIP: 97077-0001 8-K 1 tk906066.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): December 18, 2003 TEKTRONIX, INC. (Exact name of registrant as specified in its charter) OREGON 1-04837 93-0343990 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) ---------- 14200 SW KARL BRAUN DRIVE, BEAVERTON, OREGON 97077 (Address of principal executive (Zip Code) offices) ---------- Registrant's telephone number, including area code: (503) 627-7111 NO CHANGE (Former name or former address, if changed since last report.) ================================================================================ TABLE OF CONTENTS Item 12. Results of Operations and Financial Condition. SIGNATURES EXHIBIT INDEX EXHIBIT 99.1 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On December 18, 2003, Tektronix reported its results of operations for the second fiscal quarter ended November 29, 2003. A copy of the press release issued by Tektronix announcing the results of operations referred to above is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of Tektronix, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed "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. Date: December 18, 2003 TEKTRONIX, INC. By: /s/ COLIN L. SLADE ----------------------------------- Colin L. Slade Senior Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT DESCRIPTION - -------- ----------- 99.1 Press Release of Tektronix, Inc. dated December 18, 2003. EX-99 3 tk906066ex_991.txt EXHIBIT 99_1 Media Contact: Alisha Goff 503/627-7075 alisha.goff@tektronix.com Analyst Contact: Sue Kirby 503/627-6106 sue.g.kirby@tektronix.com TEKTRONIX REPORTS STRONG RESULTS FOR THE SECOND QUARTER OF FISCAL 2004 Strengthening Markets and Good Response to New Products Drive Double-digit Orders Growth BEAVERTON, Ore., December 18, 2003 - Tektronix, Inc. (NYSE: TEK) today reported net sales of $217.9 million and net earnings from continuing operations of $36.5 million or $0.42 per share, for the second quarter ended November 29, 2003. This compares with net sales of $203.6 million and net earnings from continuing operations of $8.4 million or $0.10 per share, for the same period a year ago. Excluding business realignment and one-time items, net earnings from continuing operations were $19.3 million or $0.22 per share for the second quarter, as compared with $11.7 million or $0.13 per share for the same period last year. Included in one-time items is a non-cash gain resulting from the settlement of the historical defined benefit pension plan at our recently acquired Japanese subsidiary. "At 25% growth, this was our strongest order level in more than two and a half years, due primarily to strengthening in the overall market and good response to new products," said Rick Wills, Tektronix Chairman and CEO. "During our first quarter, we saw pockets of stronger demand in selected sectors and regions, and this quarter the improvement continued with growth across all of our core product areas and regions. Finally, earnings outpaced sales growth as expected, due in part to the leverage we have built into our business model during the past two years." "There was strength across all of our major product categories. We saw very good demand for our entire line of oscilloscope products, including the TDS7704B, the world's fastest digital oscilloscope, which we announced this quarter. Our signal source products have been well received in our key markets, and our industry-leading video -more- Tektronix Second Quarter 2004 Results.../2 products continued to provide broadcasters and system integrators with the tools to support the digital evolution," continued Wills. "In addition, we made excellent progress on new products which will be introduced in the second half of this fiscal year." "We believe Tektronix is well positioned to benefit from a recovery. We have a strong market position in our four core product areas, and our two developing product categories, Signal Sources and RF Test, represent good opportunities for growth. We have structured our business model to enable us to grow earnings faster than revenues as orders strengthen. And, as the markets recover, we remain diligently focused on managing the business - deliberately managing operations, carefully investing in future products and technology, and remaining attentive to the changes in our customer needs," concluded Wills. For the third quarter of fiscal 2004, the company expects sales to be approximately $220 to $230 million. Earnings per share from continuing operations are expected to be between $0.23 and $0.25, excluding a net credit of $15 - $20 million from business realignment costs and one-time items. The projected credit includes an estimated gain on the sale of real estate in Japan. Key announcements for the second quarter of fiscal 2004 include the following: .. The new Tektronix TDS7000B series including the 7-GHz DPO, taking the award-winning Digital Phosphor Oscilloscopes (DPOs) to a new performance level, solving the most demanding high-speed measurement problems in communications, computing, and other advanced electronic applications. .. New signal analysis capabilities for the TLA700 Series logic analyzers, representing the completion of the iLink Tool Set, an integrated suite of logic analyzer, oscilloscope and accessories for maximum design, debug and troubleshooting proficiency. .. New W-CDMA capabilities for the industry-leading NetTek(R) Field Tool, the market leading handheld instrument used for base station troubleshooting and quick identification of problems in 3G networks. .. Three awards from the Beijing International Radio, Film and Television Equipment Exhibition (BIRTV), one of the largest exhibitions for radio and TV service providers and equipment manufacturers. .. The purchase of signal sources and oscilloscopes by Silicon Image, Inc., a leader in high-bandwidth semiconductor and system solutions for mass markets for the first High-Definition Multimedia Interface (TM) (HDMI(TM)) Authorized Testing Center (ATC) in the United States. .. The decision by Datang Mobile Communications Equipment Co., Ltd., a major provider of telecommunications equipment in China, to use Tektronix' Series of Wireless Communication Analyzers (WCA) for development of next-generation user equipment. In addition, today Tektronix declared a quarterly cash dividend of four cents (4(cent)) per share on the outstanding common shares of the Company, payable on January 26, 2004 to shareholders of record as of the close of market on January 9, 2004. Tektronix also announced a mid-year payout in connection with its employee results share program. "Our employees helped to differentiate Tektronix during the difficult -more- Tektronix Second Quarter 2004 Results.../3 technology market over the last few years," said Wills. "We are delighted to be able to provide our employees with a way to share in the success of the company, especially during the holiday season." Tektronix will be discussing its second quarter results and future guidance on a conference call today, beginning at 1:30 p.m. Pacific Standard Time (PST). A live Webcast of the conference call will be available at www.tektronix.com/ir. A replay of the Webcast will be available at the same Web site through Thursday, March 18, 2004. Tektronix presents pro forma measures of net earnings and net earnings per share from continuing operations that exclude the effects of business realignment and one-time items. The schedule provided on page seven reconciles the results of operations in accordance with generally accepted accounting principles (GAAP) to the pro forma results of operations. Tektronix presents pro forma results of operations to help readers differentiate the results of ongoing operating activity from results that include business realignment costs and one-time items. Management of Tektronix uses these pro forma measures to evaluate the Company's results of operations and for forecasting purposes. Statements and information in this press release that relate to future events or results (including the Company's expectations as to sales, orders, earnings per share, expenses, including business realignment and one-time charges, market position, market growth opportunities and new products) are based on the Company's current expectations. They constitute forward-looking statements subject to a number of risk factors, which could cause actual results to differ materially from those currently expected or desired. Those factors include: worldwide geopolitical and economic conditions; business conditions in the electronics, communications, computer and advanced technologies industries, changes in order rates and customer cancellations, including changes in seasonal buying habits; competitive factors, including pricing pressures, technological developments and new products offered by competitors; changes in product and sales mix, and the related effects on gross margins; the Company's ability to deliver a timely flow of competitive new products, and market acceptance of these products; the availability of parts and supplies from third-party suppliers on a timely basis and at reasonable prices; inventory risks due to changes in market demand or the Company's business strategies; risks associated with a planned third quarter implementation of an Oracle software-based manufacturing material and resource planning system; resolution of indemnities relating to certain acquisitions and divestitures; changes in effective tax rates; currency fluctuations; the ability to develop effective sales channels; and the ability to successfully integrate the Sony/Tektronix acquisition. Further information on factors that could cause actual results to differ from those anticipated is included in filings made by the Company from time to time with the Securities and Exchange Commission, including but not limited to, annual reports on Form 10-K and the quarterly reports on Form 10-Q. About Tektronix Tektronix, Inc. is a test, measurement, and monitoring company providing measurement solutions to the communications, computer, and semiconductor industries worldwide. With more than 55 years of experience, Tektronix enables its customers to design, build, deploy, -more- Tektronix Second Quarter 2004 Results.../4 and manage next-generation global communications networks and advanced technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix' Web address is www.tektronix.com. -more- Tektronix Second Quarter 2004 Results.../5 Consolidated Statements of Operations
Quarter Ended Two Quarters Ended November 29, November 30, November 29, November 30, (In thousands, except per share amounts) 2003 2002 2003 2002 ------------- ------------ ------------ ------------ Net sales $ 217,921 $ 203,570 $ 419,359 $ 402,082 Cost of sales 96,084 102,302 188,414 202,457 ------------- ------------ ------------ ------------ Gross profit 121,837 101,268 230,945 199,625 Research and development expenses 31,403 24,305 60,505 48,244 Selling, general and administrative expenses 68,309 62,596 130,834 117,231 Equity in business ventures' loss - 1,440 - 2,893 Business realignment costs 11,718 3,258 16,344 12,823 Acquisition related costs (credits), net (35,681) 1,832 (34,365) 1,832 Loss (gain) on sale of assets 36 (491) - (506) ------------- ------------ ------------ ------------ Operating income 46,052 8,328 57,627 17,108 Interest income 5,190 7,326 11,122 14,854 Interest expense (661) (1,276) (1,783) (3,329) Other non-operating income (expense), net 126 (1,467) (459) (1,946) ------------- ------------ ------------ ------------ Earnings before taxes 50,707 12,911 66,507 26,687 Income tax (benefit) expense 14,198 4,520 18,622 (3,159) ------------- ------------ ------------ ------------ Net earnings from continuing operations 36,509 8,391 47,885 29,846 Discontinued operations: Loss on sale of VideoTele.com (less applicable income tax benefit of $0, $210, $3 and $210) - (390) (5) (390) Loss from operations of VideoTele.com (less applicable income tax benefit of $0, $960, $0 and $1,413) - (1,782) - (2,624) Gain (loss) on sale of optical parametric test business (less applicable income tax expense (benefit) of $47, $0, $(89) and $0) 87 - (166) - Loss from operations of optical parametric test business (less applicable income tax benefit of $0, $552, $0 and $775) - (1,025) - (1,440) Loss on sale of Gage (less applicable income tax benefit of $59, $0, $515 and $0) (109) - (957) - Loss from operations of Gage (less applicable income tax benefit of $0, $249, $212 and $475) - (462) (394) (881) ------------- ------------ ------------ ------------ Net earnings $ 36,487 $ 4,732 $ 46,363 $ 24,511 ============= ============ ============ ============ Earnings per share from continuing operations - basic $ 0.43 $ 0.10 $ 0.57 $ 0.34 Earnings per share from continuing operations - diluted $ 0.42 $ 0.10 $ 0.56 $ 0.34 Loss per share from discontinued operations - basic and diluted $ - $ (0.04) $ (0.02) $ (0.06) Earnings per share - basic $ 0.43 $ 0.05 $ 0.55 $ 0.28 Earnings per share - diluted $ 0.42 $ 0.05 $ 0.54 $ 0.28 Weighted average shares outstanding - basic 84,553 87,127 84,625 88,344 Weighted average shares outstanding - diluted 86,427 87,335 86,116 88,625
- more - Tektronix Second Quarter 2004 Results.../6 Consolidated Balance Sheets
(In thousands) November 29, 2003 May 31, 2003 ----------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 175,693 $ 190,387 Short-term marketable investments 26,865 106,369 Trade accounts receivable, net 100,665 100,334 Inventories 92,297 92,868 Other current assets 78,453 83,816 Assets of discontinued operations - 7,938 -------------- -------------- Total current assets 473,973 581,712 Property, plant and equipment, net 123,515 127,985 Long-term marketable investments 466,793 415,606 Deferred tax assets 134,980 144,134 Other long-term assets 129,161 115,273 -------------- -------------- Total assets $ 1,328,422 $ 1,384,710 ============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 113,113 $ 101,753 Accrued compensation 67,180 58,193 Current portion of long-term debt 993 56,584 Deferred revenue 20,021 19,551 Liabilities of discontinued operations - 651 -------------- -------------- Total current liabilities 201,307 236,732 Long-term debt 60,271 55,002 Other long-term liabilities 235,908 313,750 Shareholders' equity: Common stock 235,269 223,233 Retained earnings 730,286 707,191 Accumulated other comprehensive loss (134,619) (151,198) -------------- -------------- Total shareholders' equity 830,936 779,226 -------------- -------------- Total liabilities and shareholders' equity $ 1,328,422 $ 1,384,710 ============== ============== Shares outstanding 84,600 84,844
- more - Tektronix Second Quarter 2004 Results.../7 SELECTED ADDITIONAL FINANCIAL DATA
Quarter Ended Two Quarters Ended (Dollars in thousands, % November 29, November 30, % November 29, November 30, except per share amounts) Growth 2003 2002 Growth 2003 2002 ----------- ------------ ------------ ---------- ------------ ------------ PRODUCT ORDERS AND SALES DATA: Orders 25% $ 224,245 $ 179,171 18% $ 433,721 $ 368,018 U.S. 28% 93,264 73,121 20% 182,932 152,423 International 24% 130,981 106,050 16% 250,789 215,595 Net Sales 7% $ 217,921 $ 203,570 4% $ 419,359 $ 402,082 U.S. 1% 95,326 94,745 (3%) 179,453 184,931 International 13% 122,595 108,825 10% 239,906 217,151 - --------------------------------------------------------------------------------------------------------------------------------- BOOK TO BILL RATIO CALCULATION Product Orders 224,245 179,171 433,721 368,018 Product Sales 201,687 191,826 387,852 376,626 Book to Bill ratio 1.11 0.93 1.12 0.98 - --------------------------------------------------------------------------------------------------------------------------------- EFFECT OF BUSINESS REALIGNMENT AND ONE-TIME ITEMS: Net earnings from continuing operations $ 36,509 $ 8,391 $ 47,885 $ 29,846 Business realignment costs 11,718 3,258 16,344 12,823 Acquisition related costs (credits): Pension gain (36,741) - (36,741) - Transition expenses 1,060 1,832 2,376 1,832 ------------ ------------ ------------ ------------ (35,681) 1,832 (34,365) 1,832 Tax effect of above items 6,710 (1,781) 5,046 (5,129) Reversal of tax reserve - - - (12,500) ------------ ------------ ------------ ------------ Net income excluding business realignment and one-time items $ 19,256 $ 11,700 $ 34,910 $ 26,872 Diluted earnings per share excluding business realignment and one-time items $ 0.22 $ 0.13 $ 0.41 $ 0.30 - --------------------------------------------------------------------------------------------------------------------------------- INCOME STATEMENT ITEMS AS A PERCENTAGE OF NET SALES: Cost of sales 44% 50% 45% 50% Research and development expenses 15% 12% 14% 12% Selling, general and administrative expenses 31% 31% 31% 29% Equity in business ventures' loss 0% 1% 0% 1% Business realignment costs 5% 1% 4% 3% Acquisition related costs (credits), net (16%) 1% (8%) 1% Loss (gain) on sale of assets 0% 0% 0% 0% Operating income 21% 4% 14% 4% - --------------------------------------------------------------------------------------------------------------------------------- CAPITAL EXPENDITURES AND DEPRECIATION: Capital expenditures $ 5,028 $ 4,911 $ 9,240 $ 7,618 Depreciation and amortization expense $ 7,024 $ 8,741 $ 14,060 $ 17,553 - ---------------------------------------------------------------------------------------------------------------------------------
Quarter Ended Year Ended November 29, 2003 May 31, 2003 ------------------ ------------------ BALANCE SHEET: Cash and Marketable Investments: Cash and cash equivalents $ 175,693 $ 190,387 Short-term marketable investments 26,865 106,369 Long-term marketable investments 466,793 415,606 ------------------ ------------------ Cash and Marketable Investments $ 669,351 $ 712,362 Accounts receivable as a percentage of annualized net sales 11.4% 12.3% Days sales outstanding 42.0 47.0 Average days sales outstanding 41.6 45.6 Inventory as a percentage of annualized net sales 10.4% 13.1% Inventory turns 4.2 3.7 - -----------------------------------------------------------------------------------------------
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