UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement. | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). | |
| o | Definitive Proxy Statement. | |
| þ | Definitive Additional Materials. | |
| o | Soliciting Material Pursuant to §240.14a-12. |
Keithley Instruments, Inc.
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| CONTACT: | Mark J. Plush | |||
| Senior Vice President and | ||||
| Chief Financial Officer |
|
Keithley Instruments, Inc. | |
| 28775 Aurora Road | ||
| Cleveland, Ohio 44139-1891 | ||
| 440-248-0400 • Fax: 440-248-6168 | ||
FOR IMMEDIATE RELEASE
|
http://www.keithley.com |
KEITHLEY INSTRUMENTS REPORTS FOURTH QUARTER FISCAL 2010
SALES GROWTH OF 58 PERCENT AND NET INCOME OF $9.1 MILLION
SALES GROWTH OF 58 PERCENT AND NET INCOME OF $9.1 MILLION
Cleveland, Ohio — November 4, 2010 — Keithley Instruments, Inc. (NYSE:KEI), a world leader
in advanced electrical test instruments and systems, today announced results for its fourth quarter
and year ended September 30, 2010.
Highlights
Fourth Quarter Fiscal 2010
| • | Orders of $36.6 million increased 44 percent from same quarter last year; orders from core instrumentation products increased approximately 40 percent from same quarter last year | ||
| • | Net sales of $37.9 million increased 58 percent from same quarter last year | ||
| • | Income before taxes of $9.1 million, or 24 percent of net sales, compared to a loss before taxes of $4.4 million in last year’s fourth quarter | ||
| • | Net income of $9.1 million and Earnings Per Share of $0.55 for the fourth quarter of fiscal 2010 compared to a net loss of $4.4 million and Loss Per Share of $0.28 in last year’s fourth quarter |
Fiscal 2010
| • | Net sales of $126.9 million increased 24 percent from prior year | ||
| • | Net income of $24.9 million and Earnings Per Share of $1.53 in fiscal 2010 compared to a net loss of $50.5 million and Loss Per Share of $3.23 in fiscal 2009 |
Fourth Quarter Fiscal 2010 Results
Net sales of $37.9 million for the fourth quarter of fiscal 2010 increased $13.9 million, or 58
percent, from net sales of $24.1 million in last year’s fourth quarter. Net sales outside of the
Americas represented approximately 75 percent of total sales for the fourth quarter of fiscal 2010.
The effect of a stronger U.S. dollar negatively impacted net sales growth by approximately one
percentage point during the fourth quarter of fiscal 2010. Sequentially, net sales increased 24
percent from the prior quarter. Included in net sales for the fourth quarter of fiscal 2010 were
approximately $3.3 million of sales for final purchases for S600 systems.
During the fourth quarter of fiscal 2010, the Company reported GAAP income before taxes of $9.1
million compared to a GAAP loss before taxes of $4.4 million for the fourth quarter of fiscal 2009.
On a non-GAAP basis, the Company reported income before taxes of $8.4 million, or 22.3 percent of
net sales, compared to a non-GAAP loss before taxes of $1.6 million during the prior year’s fourth
quarter. This reflects a $10.1 million increase in non-GAAP income before taxes on a $13.9 million
increase in net sales as a result of improved gross profit on higher net sales. Gross profit as a
percentage of net sales increased to 66.0 percent for the fourth quarter of fiscal 2010 as compared
to 57.5 percent for the fourth quarter of fiscal 2009. Non-GAAP income before taxes for the fourth
quarter of fiscal 2010 is exclusive of $0.1 million of net expenses associated with the sale of the
RF product line and previously recorded restructuring costs, $1.9 million for the gain on the sale
of the Company’s Bainbridge Road building, and $1.1 million for transaction costs associated with
the pending merger with Danaher Corporation. The non-GAAP loss before taxes during the fourth
quarter of fiscal 2009 is exclusive of $2.7 million of special charges associated with a worldwide
workforce reduction.
“I am delighted with the results for our current fiscal quarter. They continue to validate our
strategy of increasing our focus on our core instrumentation products as well as our ability to
sustain the improvements we have made in our cost structure. We continued to see the results of
the solid foundation we have put in place, which enabled us to leverage our earnings on increased
customer demand,” said Joseph P. Keithley, the Company’s Chairman, President and Chief Executive
Officer.
Orders of $36.6 million for the fourth quarter of fiscal 2010 increased $11.2 million, or 44
percent, from orders of $25.4 million for the same period in fiscal 2009. Orders from the
Company’s core instrumentation products increased 40 percent during the fourth quarter of fiscal
2010 from the same quarter last year. The increase in total orders from the fourth quarter of
fiscal 2009 was driven by increased spending by our customers for both production and research and
development (R&D) applications. Sequentially, total orders and orders from core instrumentation
products both increased 15 percent from the quarter ended June 30, 2010. As a percentage of total
orders, those from our Semiconductor, Research and Education, Precision Electronics and Wireless
customer sectors represented about 35 percent, 25 percent, 25 percent and ten percent,
respectively, for the current fiscal quarter. Geographically, total orders increased within all
regions in the fourth quarter of fiscal 2010 compared to the year-ago period, with orders from the
Americas, Asia and Europe rising about ten percent, 60 percent, and 65 percent, respectively.
Included in total orders for the fourth quarter of fiscal 2010 were approximately $2.0 million for
final purchases of S600 systems.
Backlog was $17.6 million as of September 30, 2010.
The Company recorded a tax expense of $14,000 for the fourth quarter of fiscal 2010, primarily
because the Company recognized income in the U.S. with no corresponding tax expense as a result of
fully reserved tax assets. For the fourth quarter last year, tax expense was $70,000.
The Company reported net income of $9.1 million, or $0.55 per share, for the fourth quarter of
fiscal 2010 compared to a net loss of $4.4 million, or $0.28 per share, during last year’s fourth
quarter.
Recent Developments and New Product Update
The Company completed the sale of its Bainbridge Road, Solon, Ohio, facility during the fourth
quarter which resulted in net proceeds of $3.5 million and a pre-tax gain of $1.9 million.
Keithley extended congratulations to the recipients of the 2010 Nobel Prize in Physics, Drs. Andre
Geim and Konstantin Novoselov, for their research on graphene, a single-atom-thick form of carbon.
Keithley Instruments’ products, including its SourceMeter® instruments and nanovoltmeters, are used
by the recipients in their research.
During the quarter, the Company announced the release of its ACS Basic Edition Version 1.2
Semiconductor Parametric Test Software for semiconductor test and measurement applications. This
software upgrade adds new levels of usability, convenience and productivity in the characterization
of component and discrete semiconductor devices.
The Company also introduced the six-slot Model 707B and single-slot Model 708B switch matrix
mainframes, which are optimized for both R&D and production semiconductor test applications. Both
of these new mainframes incorporate Keithley’s virtual backplane technology implemented with our
Test Script Processor architecture which provides substantial throughput advantages over
competitive models. These switch mainframes are also key components of the S530 parametric test
system.
Fiscal Year 2010 Results
Fiscal 2010 net sales were $126.9 million, an increase of $24.3 million, or 24 percent, from $102.5
million during fiscal 2009. The effect of a weaker U.S. dollar positively impacted sales growth by
approximately one percentage point.
The Company reported income before taxes of $25.4 million during fiscal 2010, compared to a loss
before taxes of $19.4 million during the prior year. On a non-GAAP basis, the Company reported
income before taxes of $21.8 million for fiscal 2010 compared to a non-GAAP loss before taxes of
$9.9 million for the prior year. This reflects an increase of $31.7 million in non-GAAP income
before taxes on $24.3 million of higher net sales. This improvement was primarily due to higher
gross profit on higher net sales. Non-GAAP gross profit, as a percentage of net sales, increased
to 64.8 percent for the fiscal 2010 compared to 56.2 percent for the prior year. Additionally,
total product development and selling, general and administrative expenses decreased $7.3 million,
or 11 percent, as compared to those costs of fiscal 2009. Non-GAAP results in fiscal 2010 exclude
the $2.9 million net gain on the sale of the RF product line, the $1.9 million gain on sale of the
Company’s Bainbridge Road building, $0.1 million of income for the reversal of certain
previously-recorded restructuring costs and $1.3 million for transaction costs associated with the
pending merger with Danaher. Non-GAAP results in fiscal 2009 exclude $2.5 million of costs
associated with the exit of a product line and $6.9 million of restructuring costs.
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 www.sec.gov, or by going to the Company’s website at http://ir.keithley.com.
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.
About Keithley Instruments, Inc.
With more than 60 years of measurement expertise, Keithley Instruments has become a world leader in
advanced electrical test instruments and systems. Our customers are scientists and engineers in
the worldwide electronics industry involved with advanced materials research, semiconductor device
development and fabrication, and the production of end products such as portable wireless devices.
The value we provide them is a combination of products for their critical measurement needs and a
rich understanding of their applications to improve the quality of their products and reduce their
cost of test.
KEITHLEY INSTRUMENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars Except for Per Share Data)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars Except for Per Share Data)
(Unaudited)
| FOR THE THREE MONTHS | FOR THE FISCAL YEAR | |||||||||||||||||||||||||||||||
| ENDED SEPTEMBER 30, | ENDED SEPTEMBER 30, | |||||||||||||||||||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||||||||
NET SALES |
$ | 37,941 | 100.0 | % | $ | 24,058 | 100.0 | % | $ | 126,870 | 100.0 | % | $ | 102,527 | 100.0 | % | ||||||||||||||||
Cost of goods sold |
12,904 | 34.0 | 10,233 | 42.5 | 44,645 | 35.2 | 44,890 | 43.8 | ||||||||||||||||||||||||
Inventory writedowns and
accelerated depreciation
for exit of product line |
— | 0.0 | — | 0.0 | — | 0.0 | 2,540 | 2.5 | ||||||||||||||||||||||||
Gross profit |
25,037 | 66.0 | 13,825 | 57.5 | 82,225 | 64.8 | 55,097 | 53.7 | ||||||||||||||||||||||||
Selling, general and
administrative expenses |
13,398 | 35.3 | 11,812 | 49.1 | 48,385 | 38.1 | 49,764 | 48.4 | ||||||||||||||||||||||||
Product development expenses |
3,218 | 8.5 | 3,683 | 15.3 | 12,145 | 9.6 | 18,024 | 17.6 | ||||||||||||||||||||||||
Expenses associated with (gain on)
sale of RF product line |
174 | 0.4 | — | 0.0 | (2,894 | ) | (2.3 | ) | — | 0.0 | ||||||||||||||||||||||
Gain on sale of building |
(1,862 | ) | (4.9 | ) | — | 0.0 | (1,862 | ) | (1.5 | ) | — | 0.0 | ||||||||||||||||||||
Restructuring (income) charges |
(29 | ) | (0.0 | ) | 2,724 | 11.3 | (124 | ) | (0.0 | ) | 6,926 | 6.8 | ||||||||||||||||||||
Operating income (loss) |
10,138 | 26.7 | (4,394 | ) | (18.2 | ) | 26,575 | 20.9 | (19,617 | ) | (19.1 | ) | ||||||||||||||||||||
Investment income |
30 | 0.1 | 29 | 0.0 | 95 | 0.1 | 303 | 0.3 | ||||||||||||||||||||||||
Interest expense |
(7 | ) | (0.0 | ) | (5 | ) | (0.0 | ) | (23 | ) | (0.0 | ) | (52 | ) | (0.1 | ) | ||||||||||||||||
Transaction costs associated with
pending merger |
(1,064 | ) | (2.8 | ) | — | 0.0 | (1,250 | ) | (1.0 | ) | — | 0.0 | ||||||||||||||||||||
Income (loss) before income taxes |
9,097 | 24.0 | (4,370 | ) | (18.2 | ) | 25,397 | 20.0 | (19,366 | ) | (18.9 | ) | ||||||||||||||||||||
Income tax expense |
14 | 0.1 | 70 | 0.3 | 519 | 0.4 | 31,138 | 30.4 | ||||||||||||||||||||||||
NET INCOME (LOSS) |
$ | 9,083 | 23.9 | % | $ | (4,440 | ) | (18.5) | % | $ | 24,878 | 19.6 | % | $ | (50,504 | ) | (49.3) | % | ||||||||||||||
Basic income (loss) per share |
$ | 0.58 | $ | (0.28 | ) | $ | 1.58 | $ | (3.23 | ) | ||||||||||||||||||||||
Diluted income (loss) per share |
$ | 0.55 | $ | (0.28 | ) | $ | 1.53 | $ | (3.23 | ) | ||||||||||||||||||||||
Cash dividends per
Common Share |
$ | .0375 | $ | .0125 | $ | .1000 | $ | .1000 | ||||||||||||||||||||||||
Cash dividends per
Class B Common Share |
$ | .0300 | $ | .0100 | $ | .0800 | $ | .0800 | ||||||||||||||||||||||||
Weighted average number of shares
outstanding — Diluted |
16,428 | 15,713 | 16,228 | 15,648 | ||||||||||||||||||||||||||||
KEITHLEY INSTRUMENTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
(Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
(Unaudited)
| September 30, 2010 | September 30, 2009 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 50,790 | $ | 24,114 | ||||
Restricted cash |
537 | 569 | ||||||
Short-term investments |
3,912 | 759 | ||||||
Accounts receivable and other, net of allowances |
19,111 | 11,738 | ||||||
Refundable income taxes |
1,030 | 466 | ||||||
Inventory |
9,072 | 9,937 | ||||||
Other current assets |
2,177 | 2,056 | ||||||
Total current assets |
86,629 | 49,639 | ||||||
Property, plant and equipment, net |
5,713 | 11,100 | ||||||
Other assets |
12,314 | 12,363 | ||||||
Total assets |
$ | 104,656 | $ | 73,102 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Short-term debt |
$ | — | $ | — | ||||
Accounts payable |
5,903 | 4,916 | ||||||
Other current liabilities |
19,390 | 12,194 | ||||||
Total current liabilities |
25,293 | 17,110 | ||||||
Long-term debt |
— | — | ||||||
Other long-term liabilities |
22,428 | 19,382 | ||||||
Shareholders’ equity |
56,935 | 36,610 | ||||||
Total liabilities and shareholders’ equity |
$ | 104,656 | $ | 73,102 | ||||
RECONCILIATION OF REPORTED GAAP RESULTS
TO NON-GAAP FINANCIAL MEASURES
(In Thousands of Dollars)
(Unaudited)
TO NON-GAAP FINANCIAL MEASURES
(In Thousands of Dollars)
(Unaudited)
| FOR THE THREE MONTHS | FOR THE YEAR | |||||||||||||||||||||||||||||||
| ENDED SEPTEMBER 30, | ENDED SEPTEMBER 30, | |||||||||||||||||||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||||||||
Net Sales |
$ | 37,941 | 100.0 | % | $ | 24,058 | 100.0 | % | $ | 126,870 | 100.0 | % | $ | 102,527 | 100.0 | % | ||||||||||||||||
GAAP gross profit |
$ | 25,037 | 66.0 | % | $ | 13,825 | 57.5 | % | $ | 82,225 | 64.8 | % | $ | 55,097 | 53.7 | % | ||||||||||||||||
Non-GAAP adjustment: |
||||||||||||||||||||||||||||||||
Inventory writedowns and
accelerated depreciation
for exit of product line |
— | 0.0 | — | 0.0 | — | 0.0 | 2,540 | 2.5 | ||||||||||||||||||||||||
Non-GAAP gross profit |
$ | 25,037 | 66.0 | % | $ | 13,825 | 57.5 | % | $ | 82,225 | 64.8 | % | $ | 57,637 | 56.2 | % | ||||||||||||||||
GAAP income (loss) before
income taxes |
$ | 9,097 | 24.0 | % | $ | (4,370 | ) | (18.2 | )% | $25,397 | 20.0 | % | $ | (19,366 | ) | (18.9 | )% | |||||||||||||||
Non-GAAP adjustments: |
||||||||||||||||||||||||||||||||
Inventory writedowns and
accelerated depreciation
for exit of product line |
— | 0.0 | — | 0.0 | — | 0.0 | 2,540 | 2.5 | ||||||||||||||||||||||||
Expenses associated with (gain on)
sale of RF product line |
174 | 0.4 | — | 0.0 | (2,894 | ) | (2.3 | ) | — | 0.0 | ||||||||||||||||||||||
Gain on sale of building |
(1,862 | ) | (4.9 | ) | — | 0.0 | (1,862 | ) | (1.5 | ) | — | 0.0 | ||||||||||||||||||||
Restructuring (income) charges |
(29 | ) | (0.0 | ) | 2,724 | 11.3 | (124 | ) | (0.0 | ) | 6,926 | 6.8 | ||||||||||||||||||||
Transaction costs associated with
pending merger |
1,064 | 2.8 | — | 0.0 | 1,250 | 1.0 | — | 0.0 | ||||||||||||||||||||||||
Non-GAAP income (loss) before
income taxes |
$ | 8,444 | 22.3 | % | $ | (1,646 | ) | (6.8 | )% | $21,767 | 17.2 | % | $ | (9,900 | ) | (9.7) | % | |||||||||||||||