SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 6, 1997
Fluke Corporation
(Exact Name of Registrant as Specified in Charter)
Washington 1-5590 91-0606624
(State of Other Jurisdiction (Commission (IRS Employer Identification of
Incorporation) File Number) Number)
6920 Seaway Boulevard, Everett, Washington 98203
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (206) 347-6100
Item 5. Other Events.
On February 6, 1997 Fluke Corporation issued the attached two news releases,
attached as Exhibit 99.1 and incorporated herein, regarding the third quarter
of fiscal 1997 operating results and the acquisition of DeskNet Systems, Inc.
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.
Fluke Corporation
(Registrant)
Date 2/10/97 By /s/ Douglas G. McKnight
Douglas G. McKnight
Vice President, General Counsel
and Corporate Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE For further information:
Gary V. Ball
Manager, Investor Relations
and Public Affairs
(206) 356-5262
FLUKE REPORTS OPERATING RESULTS FOR THIRD QUARTER 1997
Profits Continue to Increase -- Management Focuses on Growth
EVERETT, Washington, February 6, 1997 -- Fluke Corporation (NYSE:FLK), a
leader in compact, professional electronic test tools, announced operating
results for its fiscal 1997 third quarter ended January 24, 1997.
Net income for the third quarter 1997 was $7.4 million, up 9 percent from
$6.8 million for the third quarter ended January 26, 1996. Earnings per
share improved 6 percent to 82 cents per share for the third quarter 1997
compared with 77 cents per share for the comparable quarter last year.
Revenues for the third quarter increased 3 percent to $108.5 million from
$105.7 million for the same period a year ago. Past results have been
restated to reflect the acquisition of Forte Networks, Inc. in June 1996.
Total orders for the third quarter were $105.7 million, a 4 percent
improvement from $101.8 million in the comparable quarter last year. In the
United States, orders improved 14 percent to $44.0 million versus $38.5
million a year ago. New products continue to perform well, especially the
new low-cost multimeters, the 74X Series of Documenting Process Calibrators
and our network test tools. European orders declined 5 percent to $41.7
million as compared to $43.9 million for the like period a year ago. 3
percent of the decline is attributable to a stronger U.S. dollar, while the
remainder is related to a soft European economy.
Orders from Intercontinental countries (excluding Europe and the U.S.) were
$20.0 million, up 3 percent from $19.4 million a year ago. Orders continue
to be soft in Korea and selected other Asian countries. The exception is
Japan, where the company recorded excellent order growth for the quarter
despite a weak yen. The yen was approximately 11 percent weaker than a year
ago. Currency negatively impacted order growth by 2 percent in the Intercon
region. Orders continue to remain robust from Latin America.
- -more-
FLUKE REPORTS OPERATING RESULTS FOR THIRD QUARTER 1997
Page two
Earnings growth for the past few years has been driven by improved profit
margins. The after-tax profit on sales of 6.8 percent in the third quarter
is the highest level in over five years. Holding the growth of expenses and
improving gross margins are the main reasons for improved profit margins.
Nonmission-centric products declined 24 percent year to date versus last
year, while mission-centric products grew in double digits during the same
period.
"Going forward, we will need to drive the growth in earnings by increased
revenue growth while maintaining our profit margins at their higher levels,"
said Bill Parzybok, Fluke chairman and chief executive officer. " We have
several initiatives designed to accelerate the growth of our orders and
revenues. New products and markets, alliances, acquisitions and geographic
expansion in intercon are the primary strategies we are pursuing to increase
our growth rates."
- -more-
FLUKE REPORTS OPERATING RESULTS FOR THIRD QUARTER 1997
Page three
In thousands, except shares and per share amounts
Quarter Ended * Quarter Ended % Change
1/24/97 1/26/96
Revenues $108,450 $105,701 +2.6%
Pretax Income $11,598 $10,196 +13.8%
Net Income $7,422 $6,831 +8.7%
Earnings Per Share $0.82 $0.77 +6.5%
Average Shares &
Share Equivalents 9,067,060 8,859,412
Net Income as %
of Revenues 6.84% 6.46%
Orders $105,692 $101,810 +3.8%
Three Quarters * Three Quarters % Change
Ended Ended
1/24/97 1/26/96
Revenues $315,077 $307,287 +2.5%
Pretax Income $30,099 $25,238 +19.3%
Net Income $19,385 $16,690 +16.1%
Earnings Per Share $2.16 $1.89 +14.3%
Average Shares &
Share Equivalents 8,970,384 8,848,911
Net Income as %
of Revenues 6.15% 5.43%
Orders $309,716 $300,349 +3.1%
* Past results have been restated to reflect the acquisition of Forte
Networks, Inc. in June 1996.
Fluke's mission is to be the leader in compact, professional electronic test
tools. Fluke's products are used by technicians and engineers in
installation, maintenance, service, manufacturing test and quality functions
in a variety of industries throughout the world. Fluke, founded in 1948, has
approximately 2,500 employees worldwide and distributes its products in over
100 countries. The company's worldwide headquarters are in Everett,
Washington, USA, with European sales and service headquarters located in
Eindhoven, The Netherlands.
FOR IMMEDIATE RELEASE For further information:
Gary V. Ball
Manager, Investor Relations
and Public Affairs
(206) 356-5262
FLUKE CORPORATION ACQUIRES DESKNETO SYSTEMS
Strengthens Fluke's Position in Local and Wide Area Networking
EVERETT, Washington, February 6, 1997 -- Fluke Corporation (NYSE:FLK), a
leader in compact, professional electronic test tools, today announced that
it acquired DeskNetO Systems Inc., a privately held Armonk, New York-based
corporation and a provider of handheld, wide-area Asynchronous Transfer Mode
(ATM) test tools. This move expands Fluke's line of handheld test tools for
network professionals and extends the firm's technology leadership in the
networking marketplace.
Fluke issued approximately 305,000 shares of Fluke common stock in exchange
for the DeskNet shares. The transaction is a tax-free reorganization and was
accounted for as a `pooling of interests.' The transaction closed on
February 6, 1997.
"ATM is becoming a compelling technology for network applications and this
acquisition expands our presence in this strategically important market,"
said Bill Parzybok, Fluke chairman and chief executive officer. "We are
pleased to be adding DeskNet's significant technology talent and leading ATM
test tools to our successful networking business."
DeskNet's current product line consists of a family of handheld, wide-area
network ATM test tools designed primarily for the installation and
maintenance of ATM equipment and services. The DeskNet products will
complement Fluke's line of network installation and maintenance tools, which
include the LANMeter, OneTouch Network Assistant and CableMeter cable-
test products.
- -more-
FLUKE CORPORATION ACQUIRES DESKNETO SYSTEMS
Page two
"We are very positive about the strategic benefits of this acquisition," said
Charles Palanzo, president of DeskNet. "The fit with Fluke's mission is
excellent and the strength of their worldwide presence and reputation will
further advance the business opportunities we can pursue together. There are
certainly good opportunities for technology sharing and interaction that will
strengthen our combined market presence."
DeskNetO Systems is the leading developer of handheld ATM network analysis
tools for the installation, maintenance and deployment of ATM networks.
DeskNet's handheld analyzers are used worldwide by ATM product developers,
public-service providers and private-network operators for equipment
installation, service commissioning and network maintenance testing.
Fluke's mission is to be the leader in compact, professional electronic test
tools. Fluke's products are used by technicians and engineers in
installation, maintenance, service, manufacturing test and quality functions
in a variety of industries throughout the world. Fluke, founded in 1948, has
approximately 2,500 employees worldwide and distributes its products in over
100 countries. The company's worldwide headquarters are in Everett,
Washington, USA, with European sales and service headquarters located in
Eindhoven, The Netherlands.
