Keithley Instruments Reports Fourth Quarter Fiscal 2010 Sales Growth of 58 Percent and Net Income of $9.1 Million

Orders of $126.2 million for fiscal 2010 increased $27.6 million, or 28 percent, from orders of $98.5 million for fiscal 2009.  As a percentage of total orders, orders from our Semiconductor, Research and Education, Precision Electronics and Wireless customer sectors represented approximately 35 percent, 25 percent, 25 percent and 5 percent, respectively.  Geographically, orders increased within all regions during fiscal 2010 compared with the year-ago period.  Orders from both the Americas and Europe rose 15 percent, and orders from customers in Asia increased 50 percent.  Orders from the Company's core instrumentation products increased 22 percent year-over-year.  Included in total orders for fiscal 2010 were approximately $9.0 million for final purchases of S600 products.  

The Company recorded tax expense of $0.5 million for fiscal 2010, an effective rate of 2.0 percent.  The effective tax rate is lower than the U.S. statutory rate primarily because the Company recognized income in the U.S. with no corresponding tax expense as a result of fully reserved tax assets and benefited from the carryback of the net operating losses generated in fiscal 2009.  This compared to tax expense of $31.1 million for fiscal 2009, which included a $30.0 million charge, recorded in the first quarter of fiscal 2009, to fully reserve the Company's U.S. deferred tax assets.  

Net income for fiscal 2010 was $24.9 million, or $1.53 per share, compared to a net loss of $50.5 million, or $3.23 per share, last year.  

Balance Sheet and Cash Flow

Cash and short-term investments totaled $55.2 million at September 30, 2010, an increase of $13.1 million from June 30, 2010, and a $29.8 million increase from year-ago levels.

The Company generated $9.7 million in cash from operations during the fourth quarter and $18.9 million during fiscal 2010.  Total debt was zero at September 30, 2010.  Inventory of $9.1 million decreased $0.1 million during the fourth quarter of fiscal 2010, and decreased $0.9 million from year-ago levels.  Inventory turns were 5.5 at September 30, 2010, versus 4.5 a year ago.  Trade receivables were $18.7 million, up $4.0 million from June 30, 2010 and up $7.3 million from year-ago levels.  Days sales outstanding were 44 at September 30, 2010, compared to 43 at June 30, 2010 and 47 days a year ago.

"Our Company's performance in fiscal 2010 represents a tremendous turnaround from the prior year.  Fiscal 2009 was a year of strategic redirection for the Company with an increased focus on our core instrumentation products.  We made many difficult decisions in order to achieve our return to profitability and realize an outstanding return on shareholders' equity of 44 percent in fiscal 2010.  I am grateful to all of our employees for their dedication, energy and commitment to continuous improvement, all of which enabled this remarkable year," commented Mr. Keithley.

Use of Non-GAAP Financial Measures

Non-GAAP gross profits and non-GAAP income (loss) before taxes are "non-GAAP" financial measures. The tables included in this release contain a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures.  Neither non-GAAP measure is a measurement of financial performance under GAAP and such measures should not be considered as an alternative to gross profit, income (loss) before taxes or other measures of performance determined in accordance with GAAP.  The Company also discloses percentages of sales for these non-GAAP measures.

Non-GAAP gross profits and non-GAAP income (loss) before taxes reflect an additional way of viewing aspects of the Company's business.  Management believes that when viewed with and reconciled to the corresponding GAAP measures they provide a more complete understanding of the Company's results and help identify trends in the Company's business.  A general limitation of these non-GAAP measures is that the use of these measures (as compared to the related GAAP measures) may impact comparability with other companies that may calculate non-GAAP measures differently.

Pending Merger

On September 29, 2010, the Company announced that it had signed a definitive merger agreement pursuant to which Danaher will acquire all of the outstanding Common Shares and Class B Common Shares of Keithley at a purchase price of $21.60 per share in cash.  The merger is subject to customary closing conditions, including the receipt of regulatory approvals and adoption of the merger agreement by Keithley's shareholders. The Company will hold a special meeting of its shareholders on November 19, 2010 for purposes of voting on the merger and has filed with the Securities and Exchange Commission and mailed to its shareholders of record as of October 22, 2010, the record date established for the special meeting, a definitive proxy statement.  If the merger is approved and other conditions to closing have been satisfied, it is anticipated that the merger will be completed during the fourth quarter of calendar 2010.

Additional Information and Where to Find It

Keithley Instruments, Inc. has filed with the Securities and Exchange Commission (the "SEC") a definitive proxy statement and other relevant materials in connection with the proposed Merger. The definitive proxy statement will be sent or given to Keithley shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE MERGER, INVESTORS AND KEITHLEY SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The proxy statement and other relevant materials (when they become available), and any other documents filed by Keithley with the SEC, may be obtained free of charge at the SEC's website at, or by going to the Company's website at

Participants in the Solicitation

Keithley and its directors and executive officers may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed Merger. INFORMATION ABOUT KEITHLEY'S DIRECTORS AND EXECUTIVE OFFICERS IS SET FORTH IN KEITHLEY'S DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FOR THE MERGER FILED WITH THE SEC ON OCTOBER 25, 2010, KEITHLEY'S PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE SEC ON DECEMBER 29, 2009 AND KEITHLEY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SEC ON DECEMBER 14, 2009.

Forward-looking Statements

Statements in this press release that are not strictly historical, including statements regarding the pending merger, the expected timetable for completing the transaction and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. The factors that could cause actual results to differ materially from those expressed in a forward-looking statement include, among other factors, we may be unable to obtain the shareholder approval required for the merger; the uncertainty of regulatory approvals; conditions to the closing of the merger may not be satisfied; the merger may involve unexpected costs or unexpected liabilities; our businesses may suffer as a result of uncertainty surrounding the merger; and we may be adversely affected by other economic, business and/or competitive factors.

Other factors that could cause our actual results to differ from forward-looking statements regarding its business and operations include, but are not limited to, worldwide economic conditions; uncertainties in the credit and capital markets including the ability of our customers to access credit and our 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, including the potential for any recovery to stall or for the industries to decline; 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; our ability to develop new products in a timely fashion and gain market acceptance of those products to remain competitive and gain market share; our 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 our fixed costs in a period of fluctuating sales; our ability to adapt our production capacities to rapidly changing market conditions; our ability to implement and effectively manage IT system enhancements without interruption to our business processes; our ability to realize the benefits of planned cost savings without adversely affecting our product development programs and strategic initiatives; the availability of parts and supplies from third-party suppliers on a timely basis and at reasonable prices; changes in the fair value of our investments; the potential volatility of earnings as a result of the accounting for performance share awards; changes in effective tax rates due to changes in tax law, tax planning strategies, the levels and countries of pre-tax earnings, deferred tax assets or levels of pre-tax earnings; potential changes in pension plan assumptions; foreign currency fluctuations which could affect worldwide operations; costs and other effects of domestic and foreign legal, regulatory and administrative proceedings; government actions which impact worldwide trade; and matters arising out of or related to our stock option grants and procedures 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 SEC. 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 undertakes no obligation 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.

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