-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gHIrdsGM+PTFrpBzo8jFCOxRSOk/6qN/e9QyRh/JLa55J4bJMBhY4MAaJRonWN9u XBTITjEcL12YKXy/JleMVw== 0000950152-95-000134.txt : 19950517 0000950152-95-000134.hdr.sgml : 19950517 ACCESSION NUMBER: 0000950152-95-000134 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950210 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY INSTRUMENTS INC CENTRAL INDEX KEY: 0000054991 STANDARD INDUSTRIAL CLASSIFICATION: 3825 IRS NUMBER: 340794417 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09965 FILM NUMBER: 95508177 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 10-Q 1 KEITHLEY INSTRUMENTS 10-Q 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ Form 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1994 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-9965 KEITHLEY INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) OHIO 34-0794417 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 28775 AURORA ROAD, SOLON, OHIO 44139 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (216) 248-0400 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO - - As of January 31, 1995 there were outstanding 2,101,443 Common Shares, without par value, and 1,471,020 Class B Common Shares, without par value. ================================================================================ 2 PART I. FINANCIAL INFORMATION ------- --------------------- ITEM 1. Financial Statements. - - ------ --------------------- KEITHLEY INSTRUMENTS, INC. CONSOLIDATED BALANCE SHEET (In Thousands of Dollars) (Unaudited)
DECEMBER 31, SEPTEMBER 30, ------------ ------------- 1994 1993 1994 ---- ---- ---- Assets - - ------ Current assets: Cash and cash equivalents $ 3,565 $ 5,223 $ 2,712 Accounts receivable and other, net 14,679 12,748 14,462 Inventories: Raw materials 4,673 4,029 4,137 Work in process 3,328 2,262 2,646 Finished products 3,192 2,498 2,908 ------ ------ ------ Total inventories 11,193 8,789 9,691 Other current assets 2,610 2,427 2,139 ------ ------ ------ Total current assets 32,047 29,187 29,004 ------ ------ ------ Property, plant and equipment, at cost 31,385 29,770 31,244 Less-Accumulated depreciation 20,625 18,876 20,177 ------ ------ ------ Total property, plant and equipment, net 10,760 10,894 11,067 ------ ------ ------ Intangible assets, net 6,549 7,013 6,665 Other assets 7,190 4,262 7,674 ------ ------ ------ Total assets $56,546 $51,356 $54,410 ====== ====== ====== Liabilities and Shareholders' Equity - - ------------------------------------ Current liabilities: Short-term debt and current installments on long-term debt $ 203 $ 726 $ 217 Accounts payable 5,934 4,352 6,366 Accrued payroll and related expenses 3,190 2,216 3,389 Other accrued expenses 4,061 3,543 3,781 Income taxes payable 1,662 1,438 1,545 ------ ------ ------ Total current liabilities 15,050 12,275 15,298 ------ ------ ------ Long-term debt 6,731 4,292 4,599 Other long-term liabilities 2,668 2,930 2,567 Shareholders' equity: Paid-in-capital 3,647 3,576 3,647 Earnings reinvested in the business 28,126 28,338 27,943 Cumulative translation adjustment and other 324 (55) 356 ------ ------ ------ Total shareholders' equity 32,097 31,859 31,946 ------ ------ ------ Total liabilities and shareholders' equity $56,546 $51,356 $54,410 ====== ====== ======
2 3 KEITHLEY INSTRUMENTS, INC. CONSOLIDATED STATEMENT OF INCOME (In Thousands of Dollars Except for Per Share Data) (Unaudited)
FOR THE THREE MONTHS ENDED DECEMBER 31, 1994 1993 ---- ---- Net sales $23,525 $21,649 Cost of goods sold 9,097 8,600 Selling, general and administrative expenses 10,412 8,945 Product development expenses 3,205 2,603 Amortization of intangible assets 116 122 Financing expenses (net of investment income) 214 181 ------ ------ Income before income taxes 481 1,198 Income taxes 135 383 ------ ------ Net income $ 346 $ 815 ====== ====== Net income per share $ .10 $ .23 ====== ====== Cash dividends per Common Share $ .05 $ .05 ====== ====== Cash dividends per Class B Common Share $ .04 $ .04 ====== ======
3 4 KEITHLEY INSTRUMENTS, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (In Thousands of Dollars) (Unaudited)
FOR THE THREE MONTHS ENDED DECEMBER 31, 1994 1993 ---- ---- Cash flows from operating activities: Net income $ 346 $ 815 Expenses not requiring outlay of cash 1,007 980 Changes in working capital (2,465) 1,477 Other operating activities 568 3,170 ----- ----- Net cash provided by (used in) operating activities (544) 6,442 Cash flows from investing activities: Payments for property, plant, and equipment (578) (1,243) Other investing activities-net 18 9 ----- ----- Net cash used in investing activities (560) (1,234) Cash flows from financing activities: Net increase (decrease) in short term debt 18 (439) Borrowing (repayment) of long term debt 2,120 (957) Cash dividends (163) (162) Other transactions-net 2 14 ----- ----- Net cash provided by (used in) financing activities 1,977 (1,544) Effect of changes in foreign currency exchange rates (20) (93) Increase in cash and cash equivalents 853 3,571 Cash and cash equivalents at beginning of period 2,712 1,652 ----- ----- Cash and cash equivalents at end of period $3,565 $5,223 ===== ===== Supplemental disclosures of cash flow information - - ------------------------------------------------- Cash paid (refunded) during the period for: Income taxes $ 318 $ (189) Interest 248 358 Disclosure of accounting policy - - ------------------------------- For purposes of this statement, the Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.
4 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ----- -- ------------ --------- ---------- A. The consolidated financial statements at December 31, 1994 and 1993 and for the three month periods then ended have not been examined by independents accountants, but in the opinion of the management of Keithley Instruments, Inc., all adjustments necessary to a fair statement of the consolidated balance sheet, consolidated statement of income and consolidated statement of cash flows for those periods have been included. All adjustments included are of a normal recurring nature. B. The weighted average number of shares outstanding used in determining net income per share was 3,552,438 for the quarter ended December 31, 1994 and 3,536,897 for the quarter ended December 31, 1993. Both Common Shares and Class B Common Shares are included in calculating the weighted average number of shares outstanding. Fully diluted net income per share is not materially different than net income per share. C. On December 8, 1994, the company announced the signing of an agreement in principle to purchase UTI Instruments Company, (UTI), a privately owned company based in San Jose, California. On February 1, 1995, the company announced that it had decided not to pursue the purchase of UTI. 5 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations. ---------------------- (In Thousands of Dollars) Results of Operations - - --------------------- First Quarter 1995 Compared with First Quarter 1994 - - --------------------------------------------------- Net income for the first quarter of fiscal 1995 was $346, or $.10 per share, which is down from $815, or $.23 per share last year. The expected decline in earnings was due to additional spending to develop the company's Direct Wafer Measurement (DWM) technology acquired from IBM in May 1994, as well as to explore other new business opportunities. Net sales of $23,525, increased nine percent from $21,649 in the prior year's first quarter. The increase was due primarily to higher sales in the Pacific Basin and the United States of the company's Automatic Parametric Test (APT) systems. Geographically, export sales increased in all divisions, particularly to the Pacific Basin, while U.S. and European sales were flat. Orders for the first quarter of 1995 set a new record high. First quarter orders of $27,938 increased 24 percent from the prior year's first quarter and 8 percent from the fourth quarter of fiscal 1994. Demand for the company's APT systems continued to be strong as the semiconductor industry continues to grow. Also, the response to newly introduced products has exceeded the company's expectations. Strong orders caused a $4,942 increase in backlog to a new record high of $12,684 at December 31, 1994. The company does not expect to experience order rates equal to the first quarter's. Orders for APT systems can be rather large, and the level of these orders can fluctuate significantly from quarter to quarter. Cost of goods sold as a percentage of net sales decreased to 38.7 percent from 39.7 percent. This was the result of a nine percent weakening of the U.S. dollar against European currencies as well as fixed manufacturing costs spread over higher sales volume. The company does not expect the trend of lower cost of goods sold to continue, as the general shift has been to sales of products with lower gross margins. Selling, general and administrative expenses increased $1,467 or 16 percent from the prior year's quarter, due mainly to higher marketing costs. The higher marketing costs resulted from new product introductions, higher commissions due to a different geographic channel sales mix, a nine percent weaker U.S. dollar and additional costs to explore new business opportunities. Product development expenses of $3,205 for the quarter increased $602 or 23%. This was primarily due to costs associated with the development of DWM products. Financing expenses (net of investment income) of $214, increased $33 to 0.9 percent of net sales from 0.8 percent in last year's quarter. The effective tax rate was 28.0 percent for the quarter compared with 32.0 percent last year. The decrease in the effective rate was due to increased utilization of foreign tax credits. 6 7 Liquidity and Capital Resources - - ------------------------------- Cash used in operations for the first quarter was $544, and was used primarily to increase inventory levels to meet production requirements. Last year's cash provided from operations of $6,442 for the first quarter included $2,503 of cash surrender value from the company's corporate-owned life insurance program. Cash paid for interest during the first quarter of 1995 and 1994 included $101 and $196, respectively, for interest due on the proceeds from corporate-owned life insurance. Total debt of $6,934 at December 31, 1994, increased $2,118 during the quarter. The total debt-to-capital ratio was 17.8 percent at December 31, 1994. Cash and cash equivalents were $3,565 at December 31, 1994, an $853 increase from September 30, 1994. During fiscal 1995, the Company expects to finance debt service, capital spending and working capital requirements through cash provided by operations. At December 31, 1994, the Company had available unused lines of credit with domestic and foreign banks aggregating $27,071 of which $7,881 are short term and $19,190 are long term. 7 8 PART II. OTHER INFORMATION -------- ----------------- Item 6. Exhibits and Reports on Form 8-K. -------- --- ------- -- ---- --- (a) Exhibit 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the quarterly period ended December 31, 1994. 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. KEITHLEY INSTRUMENTS, INC. (Registrant) Date: February 10, 1995 /s/ Joseph P. Keithley ---------------------------------------------- Joseph P. Keithley Chairman, President and Chief Executive Officer (Principal Executive Officer) Date: February 10, 1995 /s/ Ronald M. Rebner ---------------------------------------------- Ronald M. Rebner Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 8 EX-27 2 KEITHLEY INSTRUMENTS EX-27
5 1,000 3-MOS SEP-30-1995 OCT-01-1994 DEC-31-1994 3,565 0 14,679 0 11,193 32,047 31,385 20,625 56,546 15,050 6,731 178 0 0 31,919 56,546 23,525 23,525 9,097 9,097 3,205 0 214 481 135 346 0 0 0 346 .10 0
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