-----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, DOmd7qOVvA9CZsyBbuoFoezb9bIlmlpFSq1SIdojgFovb2i3QD9euByWrF5dRRo1 LdcDu0FvIKt9CqVZ5R/G1A== 0001206774-03-000518.txt : 20030626 0001206774-03-000518.hdr.sgml : 20030626 20030626161133 ACCESSION NUMBER: 0001206774-03-000518 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030626 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030626 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: 03758781 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 d12887.txt 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): June 26, 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 offices) (Zip Code) ----------- 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 7. Financial Statements, Pro Forma Financial Information and Exhibits. Item 9. Regulation FD Disclosure. (Information furnished pursuant to Item 12. Results of Operations and Financial Condition) SIGNATURES EXHIBIT INDEX EXHIBIT 99.1 Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated June 26, 2003 reporting the results of operations of Tektronix, Inc. ("Tektronix") for the fourth quarter and fiscal year ended May 31, 2003 (furnished and not filed herewith solely pursuant to Item 12). Item 9. Regulation FD Disclosure. (Information furnished pursuant to Item 12. Results of Operations and Financial Condition) On June 26, 2003, Tektronix reported its results of operations for the fourth quarter and fiscal year ended May 31, 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 is provided under "Item 12. Results of Operations and Financial Condition" in accordance with Securities and Exchange Commission Release No. 33.8216. 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: June 26, 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 dated June 26, 2003 reporting the results of operations for the fourth quarter and fiscal year ended May 31, 2003. EX-99.1 3 d12887_ex99-1.txt 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 Results for the Fourth Quarter and Full Year of Fiscal 2003 Q4 Results Reflect Strong Product Demand and Good Operational Execution BEAVERTON, Ore., June 26, 2003 - Tektronix, Inc. (NYSE: TEK) today reported net sales of $202.3 million and net earnings from continuing operations of $4.3 million or $0.05 per share, for the fourth quarter ended May 31, 2003. This compares with net sales of $202.2 million and net earnings from continuing operations of $6.7 million or $0.07 per share, for the same period a year ago. Excluding business realignment and one-time items, net earnings from continuing operations were $10.0 million or $0.12 per share for the fourth quarter, as compared with $12.7 million or $0.14 per share for the same period last year. "We delivered solid results in the quarter," said Rick Wills, Tektronix Chairman and CEO. "There was strong demand across our product portfolio - particularly internationally. We believe that the economic environment and our end markets have started to stabilize." For fiscal year 2003, the company reported net sales of $791.0 million, compared with sales of $810.3 million in fiscal year 2002. Net earnings from continuing operations were $35.1 million, or $0.40 per share for fiscal year 2003. This compares with net earnings from continuing operations of $33.6 million, or $0.36 per share for fiscal year 2002. Excluding business realignment and one-time items, net earnings from continuing operations for fiscal year 2003 were $48.5 million, or $0.56 per share, as compared with $49.2 million, or $0.53 per share for fiscal year 2002. "We delivered strong results this year, remaining profitable, growing orders and accomplishing critical strategic objectives in an environment that continued to be challenging - these results differentiate Tektronix," said Wills. "One of these objectives, -more- Tektronix Fourth Quarter 2003 Results.../2 the acquisition and integration of our joint venture in Japan, exceeded our expectations. By quickly reducing costs, improving sales force effectiveness and leveraging products and technologies for broader market application, we were able to exceed our sales and profitability projections for Japan." "In addition to increasing our presence in Japan, China was another strategic focus. We opened a new manufacturing facility in Shanghai and began manufacturing our newest value oscilloscopes for worldwide distribution - increasing our sales penetration of these products in China," continued Wills. "Other accomplishments included strengthening our management team - with an emphasis on the sales and marketing area - and strategic divestures of under performing product lines. As we see the environment begin to stabilize, the progress in these areas positions us well as we move into the next fiscal year." For the first quarter of fiscal 2004, the company expects sales to be approximately flat with the same period a year ago. Earnings per share are expected to be between $0.10 and $0.12, excluding anticipated business realignment and one-time charges of $3.0 - $4.0 million. "With markets seeming to stabilize in the last several months, we are well positioned to grow our leadership position in our four core product areas and to expand our two emerging product lines. We continue to manage operations to improve profitability and our product and technology engine to drive innovation, which will enable us to see good operating leverage as we see growth," concluded Wills. Key highlights for the fourth quarter of fiscal 2003 include the following: o A high-volume purchase by the China Ministry of Education to place Tektronix oscilloscopes in university labs throughout China, expanding Tektronix' large installed base in universities and bringing the latest digital tools to more students. o Several significant orders for mobile protocol test equipment including a major sale of protocol, monitoring and maintenance tools to Advanced Info Service (AIS) PLC, Thailand's leading wireless operator, and a large, multi-unit sale of protocol testers to Taiwan Cellular Corporation (TCC), Taiwan's largest network operator. o The opening of the company's newest operation in China, Tektronix (China) Co. Ltd. The new manufacturing facility in Shanghai, currently manufacturing the company's TDS1000/2000 value oscilloscope products, will be used for expansion in China, a growing segment of the test and measurement market. o The sale of a high-performance oscilloscope and an array of accessories to National Instruments, including a TDS6604 digital storage oscilloscope, the P7260, the world's fastest single-ended active probe, the P7350 5 GHz differential probe, Jitter Analysis Software, USB 2.0 Compliance Test Package, and other applications. The oscilloscope will be used in the development of Pentium IV-based motherboards and other projects involving advanced technologies. -more- Tektronix Fourth Quarter 2002 Results.../3 o The world's first fully-automated component analog video signal analyzer for high-definition and PC format signals simplifying and standardizing testing and new capabilities for its current digital video test including two new interfaces for the MTX1000 MPEG Recorder and Player, and an HD-SDI Stress Test module for the Tektronix TG2000 Multi-format Video Signal Generator Platform. o The sale of the company's optical parametric test product line to Thorlabs, a New Jersey-based maker of photonics products. Tektronix will be discussing its fourth quarter results and future guidance on a conference call today, beginning at 1:30 p.m. Pacific Daylight Time (PDT). 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, July 10, 2003. 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, earnings per share, expenses, including business realignment and one-time charges, market position, new products and expected results of investments in Japan and China) 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, including the length and severity of the current downturn, which is unknown, and in particular, the current downturn in the telecommunications industry, including but not limited to the optical segment, which has experienced a more dramatic decline than other industries; the ability to reduce expenditures to adjust to the current downturn while at the same time maintaining the capacity and resources to quickly ramp up if, and when, a recovery occurs; 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; resolution of indemnities relating to certain acquisitions and divestitures; changes in effective tax rates; currency fluctuations; the ability to develop effective sales channels; the ability to successfully integrate the Sony/Tektronix acquisition; and, generally, the Company's ability to execute successfully during the current downturn. 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. -more- Tektronix Fourth Quarter 2003 Results.../4 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, and manage next-generation global communications networks and advanced technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in more than 20 countries worldwide. Tektronix' Web address is www.tektronix.com. -more- Tektronix Fourth Quarter 2003 Results.../5 Consolidated Statements of Operations -------------------------------------
Quarter Ended Year Ended May 31, May 25, May 31, May 25, (In thousands, except per share amounts) 2003 2002 2003 2002 ---- ---- ---- ---- Net sales $ 202,321 $ 202,243 $ 791,048 $ 810,300 Cost of sales 95,672 104,236 385,305 409,676 ------------ ------------ ------------ ------------ Gross profit 106,649 98,007 405,743 400,624 Research and development expenses 26,477 24,592 101,137 112,389 Selling, general and administrative expenses 67,325 55,950 247,605 220,784 Equity in business ventures' loss -- 863 2,893 3,971 Gain on sale of Video and Networking Division -- (818) -- (818) Business realignment costs 7,553 10,102 34,551 24,820 Acquisition related costs 894 -- 3,521 -- Loss on sale of assets 696 1,320 108 5,808 ------------ ------------ ------------ ------------ Operating income 3,704 5,998 15,928 33,670 Non-operating income, net 2,553 4,284 17,377 17,955 ------------ ------------ ------------ ------------ Earnings before taxes 6,257 10,282 33,305 51,625 Income tax (benefit) expense 2,002 3,599 (1,843) 18,069 ------------ ------------ ------------ ------------ Net earnings from continuing operations 4,255 6,683 35,148 33,556 Discontinued operations: Gain (loss) on sale of VideoTele.com (less applicable income tax benefit of $70, $0, $344 and $0) (130) -- (639) -- Loss from operations of VideoTele.com (less applicable income tax benefit of $0, $670, $1,413 and $1,007) -- (1,245) (2,624) (1,869) Loss on sale of optical parametric test business (less applicable income tax benefit of $938, $0, $9,222 and $0) (1,743) -- (17,127) -- Loss from operations of optical parametric test business (less applicable income tax benefit of $364, $111, $1,376 and $111) (676) (206) (2,556) (206) Income (loss) from operations of Gage (less applicable income tax (expense) benefit of ($38), $253, $508 and $554) 71 (469) (943) (1,029) Impairment of net assets of Gage (less applicable income tax benefit of $1,174, $0, $1,174 and $0 (2,180) -- (2,180) -- Gain on sale of Color Printing and Imaging division (less applicable income tax expense of $1,750, $700, $8,750 and $1,204) 3,250 1,300 16,250 2,237 ------------ ------------ ------------ ------------ Net earnings $ 2,847 $ 6,063 $ 25,329 $ 32,689 ============ ============ ============ ============ Earnings per share from continuing operations - basic $ 0.05 $ 0.07 $ 0.40 $ 0.37 Earnings per share from continuing operations - diluted $ 0.05 $ 0.07 $ 0.40 $ 0.36 Loss per share from discontinued operations - basic and diluted $ (0.02) $ (0.01) $ (0.11) $ (0.01) Earnings per share - basic $ 0.03 $ 0.07 $ 0.29 $ 0.36 Earnings per share - diluted $ 0.03 $ 0.07 $ 0.29 $ 0.35 Weighted average shares outstanding - basic 84,886 90,869 87,105 91,439 Weighted average shares outstanding - diluted 85,251 91,779 87,367 92,263
- more - Tektronix Fourth Quarter 2003 Results.../6 Consolidated Balance Sheets ---------------------------
(In thousands) May 31, 2003 May 25, 2002 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 190,387 $ 260,773 Short-term marketable investments 106,369 193,644 Trade accounts receivable, net 100,334 94,309 Inventories 92,868 114,524 Assets of discontinued operations 7,938 49,674 Other current assets 90,408 69,552 ---------------------- ---------------------- Total current assets 588,304 782,476 Property, plant and equipment, net 127,985 130,567 Long-term marketable investments 415,606 301,104 Deferred tax assets, net 144,134 64,522 Other long-term assets 115,273 105,520 ---------------------- ---------------------- Total assets $ 1,391,302 $ 1,384,189 ====================== ====================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 101,753 $ 155,036 Accrued compensation 58,193 56,940 Current portion of long-term debt 56,584 41,765 Deferred revenue 19,551 16,808 Liabilities of discontinued operations 651 3,119 ---------------------- ---------------------- Total current liabilities 236,732 273,668 Long-term debt 55,002 57,300 Other long-term liabilities 320,342 126,027 Shareholders' equity: Common stock 223,233 231,035 Retained earnings 707,191 774,282 Accumulated other comprehensive loss (151,198) (78,123) ---------------------- ---------------------- Total shareholders' equity 779,226 927,194 ---------------------- ---------------------- Total liabilities and shareholders' equity $ 1,391,302 $ 1,384,189 ====================== ====================== Shares outstanding 84,844 90,509
- more - Tektronix Fourth Quarter 2003 Results.../7 Selected Additional Financial Data
Quarter Ended Year Ended (Dollars in thousands, % May 31, May 25, % May 31, May 25, except per share amounts) Growth 2003 2002 Growth 2003 2002 -------- --------- --------- -------- --------- --------- Product Orders and Sales Data: Orders 16% $ 204,500 $ 176,500 9% $ 750,300 $ 687,400 U.S. (3%) 83,400 86,100 (0%) 301,200 302,100 International 34% 121,100 90,400 17% 449,100 385,300 Net Sales 0% $ 202,321 $ 202,243 (2%) $ 791,048 $ 810,300 U.S. (21%) 78,003 98,737 (15%) 332,710 393,010 International 20% 124,318 103,506 10% 458,338 417,290 - ------------------------------------------------------------------------------------------------------------------------------------ Effect of Business Realignment and One-Time Items: Net earnings from continuing operations $ 4,255 $ 6,683 $ 35,148 $ 33,556 Business realignment costs 7,553 10,102 34,551 24,820 Acquisition related costs 894 -- 3,521 -- Gain on sale of Video and Networking Division -- (818) -- (818) Tax effect of above items (2,703) (3,249) (12,183) (8,401) Reversal of tax reserve -- -- (12,500) -- ------------------- --------------- -------------- -------------- Net income excluding business realignment and one-time items $ 9,999 $ 12,718 $ 48,537 $ 49,157 Diluted earnings per share excluding business realignment and one-time items $ 0.12 $ 0.14 $ 0.56 $ 0.53 - ------------------------------------------------------------------------------------------------------------------------------------ Income Statement Items as a Percentage of Net Sales: Cost of sales 47% 51% 49% 51% Research and development expenses 13% 12% 13% 14% Selling, general and administrative expenses 33% 28% 31% 27% Equity in business ventures' loss 0% 0% 1% 0% Business realignment costs 4% 5% 4% 3% Loss on sale of assets 1% 1% 0% 1% Operating income 2% 3% 2% 4% - ------------------------------------------------------------------------------------------------------------------------------------ Capital Expenditures and Depreciation: Capital expenditures $ 5,582 $ 3,427 $ 17,153 $ 14,539 Depreciation and amortization expense $ 7,566 $ 9,149 $ 33,672 $ 39,597 - ------------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended May 31, 2003 May 25, 2002 -------------- -------------- Balance Sheet: Cash and Marketable Investments: Cash and cash equivalents $ 190,387 $ 260,773 Short-term marketable investments 106,369 193,644 Long-term marketable investments 415,606 301,104 ------------------- ---------------- Cash and Marketable Investments $ 712,362 $ 755,521 Accounts receivable as a percentage of net sales 12.3% 14.0% Days sales outstanding 47.0 42.4 Average days sales outstanding 45.6 50.8 Inventory as a percentage of net sales 13.1% 16.0% Inventory turns 3.7 3.2 - ------------------------------------------------------------------------------------------------------------------------------------
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