-----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, PwiB6eRUbLNm5omaGFpSiYOQ5KahDNV6IvVxz5KzCYnQyZ8U/cXnbxzObK/yzbPA +v/6n8k3iaVrWCkD10TZnA== 0000950135-02-000459.txt : 20020414 0000950135-02-000459.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950135-02-000459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020115 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERADYNE INC CENTRAL INDEX KEY: 0000097210 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042272148 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06462 FILM NUMBER: 02527681 BUSINESS ADDRESS: STREET 1: 321 HARRISON AVE STREET 2: MAIL STOP H93 CITY: BOSTON STATE: MA ZIP: 02118 BUSINESS PHONE: 6174822700 MAIL ADDRESS: STREET 1: 321 HARRISON AVENUE STREET 2: H93 CITY: BOSTON STATE: MA ZIP: 02118 8-K 1 b41866tie8-k.txt TERADYNE, INC. 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 TERADYNE, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) Date of Report (Date of earliest event reported): January 15, 2002 Massachusetts 001-06462 04-2272148 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 321 Harrison Avenue, Boston, Massachusetts 02118 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 482-2700 -------------- -------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On January 15, 2002, Teradyne, Inc. (the "Company") issued a press release substantially in the form attached as Exhibit 99.1 to this Current Report on Form 8-K. The press release was with regard to the Company's financial results for the Fourth Quarter of 2001 and is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS. Exhibit No. Exhibit ---------- ------- 99.1 Press Release, dated January 15, 2002. -2- 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 thereunto duly authorized. TERADYNE, INC. Dated: February 5, 2002 By: /s/ George W. Chamillard ---------------------------------------- Name: George W. Chamillard Title: Chief Executive Officer and President -3- EXHIBIT INDEX Exhibit No. Exhibit ---------- ------- 99.1 Press Release, dated January 15, 2002. -4- EX-99.1 3 b41866tiex99-1.txt PRESS RELEASE EXHIBIT 99.1 TERADYNE ANNOUNCES FOURTH QUARTER RESULTS BOSTON--(BUSINESS WIRE)--Jan. 15, 2002--Teradyne, Inc. (NYSE: TER) reported sales of $220.2 million for the fourth quarter of 2001, and a net loss of $75.6 million, or $0.42 per share, excluding special charges. Including special charges, the net loss was $112.6 million ($0.63 per share). Gross bookings for the quarter were $212 million, and net bookings after cancellations totaled $127 million. Teradyne Chairman George Chamillard stated that while Teradyne's fourth quarter results were in line with earlier guidance, 2001 was sobering, and that the challenges faced by Teradyne are likely to continue. He noted that "in view of the mixed messages we are receiving from the market place, we don't see an imminent upturn." Chamillard stated that in the face of this situation, Teradyne anticipates that revenue for the first quarter of 2002 will be between $200 million and $250 million and losses will be in the range of $0.40 to $0.50 per share, excluding special charges. "Our focus in recent months", said Chamillard, "has been on cost control, cash management and positioning our businesses for the upturn. We will continue to focus on those areas. We will also continue to lower our time to market and our costs to produce the new products that we believe our customers will demand." Teradyne will be conducting its conference call tomorrow, January 16, 2002, at 8:00 a.m. EST. The call will be webcast at Teradyne's web site. TERADYNE, INC. REPORT FOR FOURTH FISCAL QUARTER OF 2001 CONDENSED CONSOLIDATED OPERATING STATEMENTS (In thousands, except per share amounts)
Quarter Ended: Year Ended: 12/31/01 12/31/00(1) 12/31/01(1) 12/31/00(1) Net Sales $ 220,214 $ 821,652 $ 1,440,581 $ 3,043,946 Cost of Sales(2) 257,141 452,369 1,182,397 1,607,374 Engineering and Development 67,965 92,223 288,570 348,024 Selling and Administrative(3) 79,801 100,888 322,459 377,783 Other and Interest (3,098) (12,452) (26,692) (28,883) Net Expenses 401,809 633,028 1,766,734 2,304,298 Income (Loss) Before Cumulative Effect of Change in Accounting Principles and Taxes (181,595) 188,624 (326,153) 739,648 Income (Loss) Before Cumulative Effect of Change in Accounting Principle (112,589) 132,037 (202,215) 517,754 Cumulative effect on prior years of the application of SAB 101 "Revenue Recognition in Financial Statements," net of taxes -- -- -- (64,138) Net (Loss) Income $ (112,589) $ 132,037 $ (202,215) $ 453,616 Earnings per common share - diluted: Income (Loss) Before Cumulative Effect of change in accounting principle per common share - diluted $ (0.63) $ 0.74 $ (1.15) $ 2.86
Cumulative effect on prior years of the application of SAB 101 "Revenue Recognition in Financial Statements", per common share - diluted $ -- $ -- $ -- $ (0.35) Net (Loss) Income per Common Share - Diluted $ (0.63) $ 0.74 $ (1.15) $ 2.51 Shares used in calculation of Net (Loss) Income per Common Share - Diluted 179,294 179,538 175,828 181,011 Net Orders $ 127,472 $ 651,621 $ 808,181 $ 3,320,948
(1) - Certain costs in 2001 and 2000 have been reclassified from Cost of Sales into Engineering and Development and Selling and Administrative. These reclassified costs consist of new product development costs incurred in manufacturing engineering and applications engineering costs supporting sales. The impact of the reclassifications are detailed below.
Quarter Ended: Nine Months Ended: Year Ended: Increase / (Decrease) 12/31/00 9/30/01 12/31/00 Cost of Sales $(17,341) $(43,629) $(62,325) Engineering and Development $ 12,928 $ 31,221 $ 47,104 Selling and Administrative $ 4,413 $ 12,408 $ 15,221
(2) - Included in Cost of Sales in the fourth quarter ended December 31, 2001 is a provision of $50.4 million pretax, or $0.18 per share, related to excess semiconductor test inventory of $40.3 million, certain impaired manufacturing equipment and vacated space under operating leases of $7.8 million at Connection Systems, and obsolete inventory due to duplicate product lines as a result of the GenRad acquisition of $2.3 million related to Assembly Test. (3) - Included in Selling and Administrative in the fourth quarter ended December 31, 2001 is a provision of $9.3 million pretax, or $0.03 per share, for workforce reduction costs of $7.6 million and vacated space under operating leases of $1.7 million at Assembly Test. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
12/31/01 12/31/00 Assets Cash, Cash Equivalents and Marketable Securities $ 367,687 $ 302,575 Accounts Receivable 169,630 420,040 Inventories 406,989 512,563 Deferred Tax Assets 141,013 93,958 Other Current Assets 121,703 48,698 1,207,022 1,377,834 Net Property, Plant and Equipment 835,566 733,786 Long-term Marketable Securities 218,544 161,848 Long-term Deferred Tax Assets 4,313 -- Goodwill 192,433 56,765 Other Assets 84,513 25,635 $2,542,391 $2,355,868 Liabilities Current Liabilities $ 326,325 $ 619,288 Long-term Deferred Tax Liabilities -- 21,257 Long-term Liabilities 451,682 8,352 Shareholders' Equity 1,764,384 1,706,971 $2,542,391 $2,355,868
ABOUT TERADYNE Teradyne (NYSE: TER) is the world's largest supplier of automatic test equipment and is also a leading supplier of high performance interconnection systems. Teradyne's test products are used by manufacturers of semiconductors, circuit assemblies, voice and broadband telephone networks. Teradyne's backplane assemblies and high-density connectors are used by manufacturers of communications and computing systems central to building networking infrastructure. The company had sales of $1.4 billion in 2001 and currently employs about 8000 people worldwide. For more information visit Teradyne's web site. SAFE HARBOR STATEMENT Statements in this release, other than historical performance, include forward-looking statements relating to future financial performance made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our revenue and profit expectations and future business strategies and market opportunities, as well as statements regarding the possible future direction of the U.S. economy. These statements are neither promises nor guarantees, but involve risks and uncertainties that may cause actual results to differ materially from expectations. In particular, our business is dependent on the current and anticipated market demand for electronics, which has been impacted by the economic slowdown that began in the latter portions of 2000. The uncertainty regarding the future growth rate of worldwide economies has caused many companies to reduce capital investment and may cause further reduction of such investments in the future. These reductions have been particularly severe in the electronics and semiconductor industry which Teradyne serves and have contributed to Teradyne incurring losses in recent periods and may contribute to further losses. In addition, the markets which Teradyne serves have historically been quite cyclical and may continue to be so. Further, our backlog has and may continue to be adversely affected as customers determine whether to defer or cancel orders which previously had been accepted. All of these factors could result in further decreased revenues. Our business is also affected by our ability to develop and ship new and sometimes more complex products to address changing customer needs, by new offerings by competitors and by intense competition throughout the world in each of our operating segments from competitors having substantial resources available for the engineering, manufacturing, marketing and distribution of their products. The current economic decline and the resulting oversupply could increase the possibility of intensified price competition in certain markets and result in the need to lower our prices, which could result in decreased revenues. In addition, our acquisition of GenRad, Inc. during 2001 and any future acquisitions or divestitures could affect our ability to manage and maintain our business. Further, as a result of our issuance of $400 million aggregate principal amount of convertible senior notes in October 2001, together with the approximately $45 million mortgage financing which we completed in December 2001, we have substantially increased our debt service obligations and ratio of debt to total capitalization. If our cash flow should be insufficient to meet these obligations, we might have to reduce or curtail certain activities of our business. Finally, our ongoing expense control measures may not have the intended effect on our future financial results. These measures could have long-term negative effects on our business by reducing our pool of technical talent, decreasing improvements in our products and making it more difficult for us to respond to large customer orders if the economy does not recover. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they are made, and Teradyne undertakes no obligation to update the information contained in this release. For further information regarding risks and uncertainties associated with Teradyne's business, please refer to Teradyne's filings with the Securities and Exchange Commission, including, but not limited to, Teradyne's annual report on Form 10-K and quarterly reports on Form 10-Q. Any forward-looking statements should be considered in light of all these factors. -----END PRIVACY-ENHANCED MESSAGE-----