-----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, Vt3mvRuMZ/1v8EpaRbZe3AMTpaKPDAesICgRNC00m3oxaDny4yS5eCbSAn/+qU5l x8wEuw2L+fEjrwO9yvSF0A== 0000950152-00-004140.txt : 20000516 0000950152-00-004140.hdr.sgml : 20000516 ACCESSION NUMBER: 0000950152-00-004140 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY INSTRUMENTS INC CENTRAL INDEX KEY: 0000054991 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 340794417 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09965 FILM NUMBER: 633123 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 10-Q 1 KEITHLEY INSTRUMENTS, INC. 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 MARCH 31, 2000 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: (440) 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 May 8, 2000 the Registrant had outstanding 5,613,686 Common Shares, without par value, and 1,736,784 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)
MARCH 31, SEPTEMBER 30, 2000 1999 1999 ------- ------- ------- ASSETS Current assets: Cash and cash equivalents $14,246 $16,056 $13,426 Accounts receivable and other, net 22,556 14,217 19,633 Inventories: Raw materials 7,971 4,048 4,853 Work in process 6,399 3,092 4,009 Finished products 2,525 2,339 2,187 ------- ------- ------- Total inventories 16,895 9,479 11,049 Deferred income taxes 2,943 3,211 3,074 Prepaid expenses 591 570 519 -------- -------- -------- Total current assets 57,231 43,533 47,701 ------ ------ ------ Property, plant and equipment, at cost 39,494 39,068 38,293 Less-Accumulated depreciation 26,487 25,980 25,617 ------ ------ ------ Total property, plant and equipment, net 13,007 13,088 12,676 ------ ------ ------ Deferred income taxes 6,719 8,060 7,801 Other assets 6,679 5,843 6,573 ------- ------- ------- Total assets $83,636 $70,524 $74,751 ====== ====== ====== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt $ 147 $ -- $ -- Accounts payable 9,560 4,902 8,119 Accrued payroll and related expenses 5,822 4,493 5,872 Other accrued expenses 6,656 5,953 6,046 Income taxes payable 3,375 4,857 3,382 ------- ------- ------- Total current liabilities 25,560 20,205 23,419 ------ ------ ------ Long-term debt 3,000 6,000 3,000 Other long-term liabilities 4,874 3,961 4,543 Deferred income taxes 67 11 8 Shareholders' equity: Paid-in-capital 8,517 9,118 9,270 Earnings reinvested in the business 50,316 35,173 42,623 Accumulated other comprehensive income (425) 112 112 Unamortized portion of restricted stock (217) (261) (239) Common shares held in treasury, at cost (8,056) (3,795) (7,985) ------- ------- ------- Total shareholders' equity 50,135 40,347 43,781 ------ ------ ------ Total liabilities and shareholders' equity $83,636 $70,524 $74,751 ====== ====== ======
2 3 KEITHLEY INSTRUMENTS, INC. Consolidated Statement of Income (In Thousands of Dollars Except for Per Share Data) (Unaudited)
FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED MARCH 31, ENDED MARCH 31, 2000 1999 2000 1999 ---- ---- ---- ---- Net sales $37,271 $24,387 $67,031 $45,268 Cost of goods sold 14,460 9,752 26,220 18,558 Selling, general and administrative expenses 12,411 9,118 22,750 17,986 Product development expenses 2,923 2,796 5,751 5,078 Gain on sale of business -- -- (477) (4,808) Net financing income (47) (35) (137) (74) -------- -------- ------- -------- Income before income taxes 7,524 2,756 12,924 8,528 Income taxes 2,698 772 4,588 2,761 ------- ------- ------- ------- Net income $ 4,826 $ 1,984 $ 8,336 $ 5,767 ======= ======= ======= ======= Basic earnings per share $ 0.67 $ 0.26 $ 1.17 $ 0.75 ======== ======== ======== ======= Diluted earnings per share $ 0.61 $ 0.26 $ 1.06 $ 0.74 ======== ======== ======== ======= Cash dividends per Common Share $ .055 $ .033 $ .096 $ .066 ======== ======== ======== ======== Cash dividends per Class B Common Share $ .044 $ .026 $ .077 $ .053 ======== ======== ======== ========
3 4 KEITHLEY INSTRUMENTS, INC. Consolidated Statement of Cash Flows (In Thousands of Dollars) (Unaudited)
FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED MARCH 31, ENDED MARCH 31, 2000 1999 2000 1999 ---- ---- ---- ---- Cash flows from operating activities: Net income $ 4,826 $ 1,984 $ 8,336 $ 5,767 Expenses not requiring outlay of cash 1,074 820 1,906 1,555 Gain on sale of business -- -- (477) (4,808) Changes in working capital (4,852) (1,780) (6,431) 1,077 Other operating activities 930 (189) 1,110 (236) ------- ------- ------ ------- Net cash provided by operating activities 1,978 835 4,444 3,355 ------ ------- ------ ------ Cash flows from investing activities: Payments for property, plant, and equipment (1,505) (221) (2,051) (505) Sale of assets-net -- (467) -- 7,926 Other investing activities-net (34) 13 3 19 ------- ------- --------- ------- Net cash provided by (used in) investing activities (1,539) (675) (2,048) 7,440 ------ ------ ------- ------ Cash flows from financing activities: Net decrease in short term debt (364) -- 151 -- Net repayment of long term debt -- (556) -- (56) Cash dividends (375) (228) (642) (463) Repurchase of treasury stock -- (624) (3,013) (3,870) Other transactions-net 1,587 467 2,189 467 ------- ------- ------ ------- Net cash provided by (used in) financing activities 848 (941) (1,315) (3,922) -------- ------- ------ ------ Effect of exchange rate changes on cash (138) (124) (261) (138) ------- ------ -------- -------- Increase (decrease) in cash and cash equivalents 1,149 (905) 820 6,735 Cash and cash equivalents at beginning of period 13,097 16,961 13,426 9,321 ------ ------ ------ ------- Cash and cash equivalents at end of period $14,246 $16,056 $14,246 $16,056 ====== ====== ====== ====== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Income taxes $ 1,858 $ 786 $ 2,588 $ 2,377 Interest 31 68 38 83
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 (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) ------------------------------------------------ A. MANAGEMENT REPRESENTATION The consolidated financial statements at March 31, 2000 and 1999 and for the three month periods then ended have not been examined by independent 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. EARNINGS PER SHARE DENOMINATOR The weighted average number of shares and share equivalents used in determining basic earnings per share and diluted earnings per share was 7,172,929 and 7,915,608 for the quarter ended March 31, 2000, respectively, and 7,504,111 and 7,695,322 for the quarter ended March 31, 1999, respectively. The weighted average number of shares and share equivalents used to determine basic earnings per share and diluted earnings per share was 7,146,043 and 7,838,725, for the six months ended March 31, 2000, respectively, and 7,664,545 and 7,819,524 for the six months ended March 31, 1999, respectively. Both Common Shares and Class B Common Shares are included in calculating the weighted average number of shares outstanding. C. SALE OF ASSETS On November 9, 1998, the company sold certain assets used in the operation of its Quantox product line to KLA-Tencor Corporation for $9,147 in cash. The agreement, which was effective October 31, 1998, included the sale of the Quantox inventory, certain machinery, equipment and other tangible personal property. The company retained the accounts receivable. The sale resulted in a pretax gain of $4,808, or $0.39 per share after taxes, recorded in the first quarter of fiscal 1999. Additional pretax gains of $345, or $0.03 per share after taxes, and of $477 pretax, or $0.04 per share after taxes, were recorded in the fourth quarter of fiscal 1999 and the first quarter of fiscal 2000, respectively, for businesses previously sold. At the time of the sales of these businesses, the company established liabilities for certain items that were to be settled at future dates. The additional adjustments represent the settlement of certain of these issues. D. DUTCH AUCTION AND STOCK REPURCHASE PROGRAM On November 11, 1998, the company commenced a tender offer to repurchase up to 2,000,000 of its Common Shares, or approximately 25 percent of the outstanding Common Shares and Class B Common Shares combined. The offer was conducted through a procedure commonly known as a "Dutch Auction" in which shareholders could tender their shares at prices not in excess of $7.00 nor less than $5.75 per share. The offer expired on December 10, 1998, and resulted in the purchase of 405,733 Common Shares at $7.00 per share plus expenses of approximately $1.00 per share. 5 6 At the conclusion of the Dutch Auction, the company's Board of Directors approved a program to repurchase up to 1,000,000 Common Shares on the open market over a two-year period. The shares repurchased under both the Dutch Auction and the stock repurchase program will be held as treasury stock, and from time to time, may be reissued in settlement of stock options and the company's employee stock purchase plan. The company did not repurchase any Common Shares during the second quarter of fiscal 2000. Since the start of the repurchase programs, the company has repurchased a total of 1,095,203 Common Shares, or approximately 14 percent of the combined Common and Class B Common Shares, at an average cost of $10.39 per share including commissions. The program, as authorized by the company's Board of Directors, allows for the repurchase of an additional 310,530 shares through December 2000. During the second quarter of fiscal 2000, the company reissued 207,496 shares (399,019 total since the start of the repurchase program) in settlement of shares purchased through the company's employee stock option and employee stock purchase plans. E. COMPREHENSIVE INCOME On October 1, 1998, the company adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130), which establishes rules for reporting comprehensive income and its components. The adoption of SFAS 130 did not impact the company's net income or total shareholders' equity. Comprehensive income for the three and six months ended March 31, 2000 and 1999 is as follows:
FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED MARCH 31, ENDED MARCH 31, 2000 1999 2000 1999 ---- ---- ---- ---- Net income $4,826 $1,984 $8,336 $5,767 Foreign currency translation adjustments (250) (263) (537) (317) ------ ------ ------ ------ Comprehensive income $4,576 $1,721 $7,799 $5,450 ===== ===== ===== =====
F. SEGMENT AND GEOGRAPHIC INFORMATION The company adopted FASB Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information," for the fiscal year ended September 30, 1999. This statement designated the internal organization, that is used by management, for making operating decisions and assessing performance as the source of the Company's reportable segments. It also required disclosures about products and service, geographic areas and major customers. The Company's business is to develop measurement-based solutions to verify customers' product performance. All the Company's products are computer based (multi-point) systems operating under software control. The Company's customers are engineers, technicians and scientists in manufacturing, product development and research functions within a range of industries. Keithley's advanced hardware and software is used for 6 7 process monitoring, production test and basic research. Although the Company's products vary in capability, sophistication, use, size and price, they basically test, measure and analyze electrical and physical properties. As such, the Company's management determined the Company operates in a single industry segment. The operations by geographic area are presented below. The basis for attributing revenues from external customers to a geographic area is the location of the customer. FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED MARCH 31, ENDED MARCH 31, 2000 1999 2000 1999 ---- ---- ---- ---- NET SALES: United States $16,826 $11,792 $33,848 $22,070 Europe 12,597 7,957 21,142 15,745 Pacific Basin 6,221 3,848 9,762 5,861 Other 1,627 790 2,279 1,592 ------- ------- ------- ------- $37,271 $24,387 $67,031 $45,268 ====== ====== ====== ====== AT MARCH 31, 2000 1999 ---- ---- LONG-LIVED ASSETS: United States $16,742 $15,741 Germany 2,660 2,878 Other 284 313 ------ ------ $19,686 $18,932 ====== ====== G. RECENT ACCOUNTING STANDARDS CHANGES In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") 101, Revenue Recognition in Financial Statements which provides guidance related to revenue recognition based on interpretations and practices followed by the SEC. SAB 101 is effective the first quarter of the company's fiscal year 2001, and requires the reporting of any changes in revenue recognition as a cumulative change in accounting principle at the time of implementation in accordance with Accounting Principles Board Opinion 20, Accounting Changes. The Company will adopt SAB 101 and is currently in the process of evaluating what impact, if any, SAB 101 will have on the financial position or results of operations of the Company. H. SUBSEQUENT EVENT On May 8, 2000, the company announced its Board of Directors had approved a two-for-one stock split of the company's Common Shares and Class B Common Shares. New shares will be issued on June 1 to shareholders of record on May 18. Following the stock split, the company will have approximately 14.7 million Common Shares and Class B Common Shares outstanding. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (In Thousands of Dollars) RESULTS OF OPERATIONS SECOND QUARTER 2000 COMPARED WITH SECOND QUARTER 1999 Net income was a record high for the second quarter of fiscal 2000 at $4,826, or $0.61 per share, compared to $1,984, or $0.26 per share, in fiscal 1999's second quarter, a 143 percent increase. The 2000 quarter's results represent the fifth consecutive quarter of record earnings before gains on sales of businesses and a one-time favorable income tax adjustment. Net sales of $37,271 increased 53 percent from $24,387 in the prior year's second quarter. This was principally due to strong sales for the company's products serving the telecommunications, semiconductor and optoelectronic industries. Sales were up significantly in all major geographies. Sequentially, sales grew 25 percent from the first quarter record sales. Orders for the second quarter of fiscal 2000 of $41,743 were a record high and up 52 percent from the prior year's quarter. Orders for the company's products serving the telecommunications and optoelectronics industries were record highs, and orders for the semiconductor industry remained strong. Compared to the prior year, orders were up substantially in all major geographies with the Pacific Basin and Europe particularly strong; up 93 percent and 79 percent, respectively. Additionally, new products introduced during the first half of fiscal 2000 have been well received. The Model 2510 TEC Source Meter designed for the optoelectronics industry was introduced in February and orders during the quarter exceeded the company's expectations. Orders for the Model 2700 Multimeter/Data Acquisition System introduced during the first quarter for broader test and measurement use have also been strong. Order backlog increased $5,659 for the quarter to a record $30,318 at March 31, 2000. Cost of goods sold as a percentage of net sales decreased 1.2 percentage points to 38.8 percent from 40.0 percent. Improved manufacturing efficiencies as a result of higher sales, and favorable product and geographic mix offset the unfavorable impact of a 9 percent stronger dollar resulting in improved gross margins. The effect of foreign exchange hedging on cost of goods sold was immaterial in both periods. Selling, general and administrative expenses of $12,411 increased 36 percent from $9,118 in last year's second quarter, but decreased as a percentage of net sales to 33.3 percent versus 37.4 percent, a 4.1 point improvement. The increase in dollars was due to higher expenses related to increased sales, increased promotion and E-business initiatives, and marketing expenses related to the company's target industry focus. Product development expenses of $2,923 increased $127, or 5 percent, from $2,796 in the prior year's quarter. As a percentage of net sales, product development for the second quarter of fiscal 2000 was 7.8 compared to 11.4 percent in last year's quarter. 8 9 SIX MONTHS ENDED MARCH 31, 2000 COMPARED WITH SIX MONTHS ENDED MARCH 31, 1999 Net income excluding gains on the sale of a previously disposed business was $8,033, or $1.02 per share, for the six months ending March 31, 2000, compared with $2,677, or $0.35 per share, last year on a comparable basis. Net income as reported including the gains was $8,336, or $1.06 per share, in the 2000 first half, compared with $5,767, or $0.74 per share, last year. Net sales of $67,031 increased 48 percent from $45,268 reported for the six month period last year. Excluding sales from Quantox in last year's period, net sales increased 50 percent. The sales increase was principally due to strong sales for the company's products serving the semiconductor, telecommunications and optoelectronics industries. Sales were up significantly in all major geographies. Orders for the six month period, excluding Quantox in the prior year, were up 56 percent versus last year. Strong orders for the company's products serving the semiconductor, telecommunications and optoelectronics industries accounted for the increase. Orders were up significantly in all major geographies. Cost of goods sold as a percentage of net sales decreased to 39.1 percent from 41.0 percent for the six month period last year. Improved manufacturing efficiencies as a result of higher sales, and favorable product and geographic mix offset the unfavorable impact of a 9 percent stronger dollar. The effect of foreign exchange hedging on cost of goods sold was immaterial in both periods. Selling, general and administrative expenses of $22,750 increased 26 percent from $17,986 in the same period last year, but decreased as a percentage of net sales to 33.9 from 39.7. The majority of the increase in dollars was due to higher expenses related to increased sales, increased promotion and E-business initiatives, and marketing expenses related to the company's target industry focus. Product development expenses of $5,751, or 8.6 percent of sales, increased 13 percent from $5,078, or 11.2 percent of sales, in the prior year. The increase is primarily due to development costs for new products introduced during the first and second quarters including the Model 2700 Multimeter/Data Acquisition System, PCI Data Acquisition boards and the Model 2510 TEC Source Meter, as well as products that will be introduced during the remainder of fiscal 2000. On November 9, 1998, the company sold certain assets used in the operation of its Quantox product line to KLA-Tencor Corporation. The sale was effective October 31, 1998, and resulted in a gain of $4,808 pretax, or $0.39 per share after taxes, recorded in the first quarter of fiscal 1999. During the first quarter of fiscal 2000, an additional pretax gain of $477, or $0.04 per share after taxes, was recorded for the sale. At the time of the sale of this business, the company established liabilities for certain items that were to be settled at future dates. The additional adjustment recorded in the first quarter of fiscal 2000 represents the settlement of certain of these issues. (See Note C.) The company generated net financing income during the first half of fiscal 2000 of $137 versus $74 in the prior year. Lower average debt levels resulting in lower interest expense combined with increased interest income earned on cash and cash equivalents accounted for the improvement. 9 10 The effective tax rate was 35.5 percent for the current six month period compared to 32.4 percent last year. The tax rate for the prior year period on earnings excluding the gain on the sale of Quantox was 28.0 percent. The increase in the rate was due to higher earnings and the utilization of tax credits in the prior year, which are not available in the current year. LIQUIDITY AND CAPITAL RESOURCES Cash generated from operations was $1,978 for the second quarter and $4,444 for the six months ended March 31, 2000. Cash used to fund working capital needs totaled $4,852 and $6,431, and capital expenditures totaled $1,505 and $2,051 for the second quarter and first half of fiscal 2000, respectively. At March 31, 2000, cash and cash equivalents totaled $14,246, total debt was $3,147, and the debt-to-capital ratio was 5.9 percent. The company expects to finance debt service, capital spending, the stock repurchase program and working capital requirements with cash on hand and cash provided by operations. At March 31, 2000, the Company had available unused lines of credit with domestic and foreign banks aggregating $26,852, of which $4,852 were short term and $22,000 were long term. OUTLOOK The company plans to add development and applications engineering resources over the next several quarters to take advantage of the growth opportunities that exist in its targeted industries, including the telecommunications, optoelectronics and semiconductor industries. The company's goal is for product development efforts to total 10 to 11 percent of net sales. The company was below that goal due to the rapid increase in sales during the second quarter. Due to the record backlog level along with current business activity in the telecommunications, optoelectronics and semiconductor industries, management believes that the third quarter's sales and earnings should be better than those of the second quarter, however, continued success will depend on further investment by customers in these key electronic industries. FACTORS THAT MAY AFFECT FUTURE RESULTS Information included above in the Outlook section of Management's Discussion and Analysis of Financial Condition and Results of Operations relating to expectations as to the company's cost structure, sales and earnings growth for the third quarter and future financial results, constitute "forward-looking" statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Some of the factors that may affect future results are discussed below. Although the company operates in a single industry segment, certain of its products and product lines are targeted for specific industries including the semiconductor, telecommunications, 10 11 optoelectronics, and other electronic industries. Industry forecasts over the next few years look strong; however, these industries, particularly the semiconductor industry, can be cyclical in nature. Growth in demand for semiconductors, new technology and pricing drive the demand for new semiconductor capital equipment. Historically, sales and order levels for this business have been volatile which can affect revenue and earnings for the company. The company's business relies on the development of new high technology products and services to provide solutions to customers' complex measurement needs. This requires anticipation of customers' changing needs and emerging technology trends. The company must make long-term investments and commit significant resources before knowing whether its expectations will eventually result in products that achieve market acceptance. The company incurs significant expenses developing new products that may or may not result in significant sources of revenue and earnings in the future. In many cases the company's products compete directly with those offered by other manufacturers. If any of the company's competitors were to develop products or services that are more cost-effective or technically superior, demand for the company's product offerings could slow. The company's cost structure is comprised of costs that are directly related to the level of sales, as well as costs that are fixed and do not fluctuate based on quarterly sales levels. The company's quality of earnings depends on its ability to control those costs that are fixed or semi-variable. The company currently has ten subsidiaries or sales offices located outside the United States, and non-U.S. sales made up half of the company's revenue in the first half of fiscal 2000. The company's future results could be adversely affected by several factors, including changes in foreign currency exchange rates, changes in a country's or region's political or economic conditions, trade protection measures, import or export licensing requirements, unexpected changes in regulatory requirements and natural disasters. The company has modified its systems to accommodate the Euro. The cost of these modifications was immaterial to the company's results of operations. Although difficult to predict, any competitive implications and any impact on existing financial instruments are expected to be immaterial to the company's results of operations, financial condition or cash flows of future periods. 11 12 PART II. OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On February 12, 2000, the registrant conducted its Annual Meeting of Shareholders. The follow matters were brought before the shareholders for vote at this meeting: PROPOSAL FOR WITHHELD -------- --- -------- (a) Election of Directors: Joseph P. Keithley 30,274,819 30,437 Brian R. Bachman 30,276,863 28,393 Dr. Arden L. Bement, Jr. 30,276,483 28,773 James B. Griswold 30,275,863 29,393 William J. Hudson, Jr. 30,276,861 28,395 R. Elton White 30,276,838 28,418 James T. Bartlett 3,747,043 28,493 Leon J. Hendrix, Jr. 3,746,743 28,793
PROPOSAL FOR AGAINST WITHHELD -------- --- ------- -------- (b) A proposal to amend the Keithley Instruments, Inc, 1992 Stock Incentive Plan to increase the number of shares subject to grant to 2,700,000 28,224,695 658,029 1,422,532 (c) A proposal to approve the selection of PricewaterhouseCoopers LLP as independent accountants of the Company 30,295,097 4,144 6,015 No other matters were brought before shareholders for a vote.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) EXHIBITS. The following exhibits are filed herewith: Exhibit Number Exhibit ------- ------- 11 Statement Re Computation of Per Share Earnings 27 Financial Data Schedule (EDGAR version only) (b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the quarterly period ended March 31, 2000 12 13 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: May 12, 2000 /s/ Joseph P. Keithley ---------------------------------- Joseph P. Keithley Chairman, President and Chief Executive Officer (Principal Executive Officer) Date: May 12, 2000 /s/ Mark J. Plush --------------------------------- Mark J. Plush Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 13 EX-11 2 EXHIBIT 11 1 11. Statement re computation of per share earnings
Second Quarter Ended Six Months Ended March 31, March 31, 2000 1999 2000 1999 ---- ---- ---- ---- Net income in thousands $4,826 $1,984 $8,336 $5,767 Weighted average shares outstanding 7,172,929 7,504,111 7,146,043 7,664,545 Assumed exercise of stock options, weighted average of incremental shares 709,272 171,723 668,988 141,219 Assumed purchase of stock under stock purchase plan, weighted average 33,407 19,488 23,694 13,760 --------- --------- --------- --------- Diluted shares - adjusted weighted-average shares and assumed conversions 7,915,608 7,695,322 7,838,725 7,819,524 ========= ========= ========= ========= Basic earning per share $ .67 $ .26 $ 1,17 $ .75 ====== ====== ======= ====== Diluted earnings per share $ .61 $ .26 $ 1.06 $ .74 ====== ====== ======= ======
EX-27 3 EXHIBIT 27
5 1,000 6-MOS SEP-30-2000 OCT-01-1999 MAR-31-2000 14,246 0 23,194 654 16,895 57,231 39,494 26,487 83,636 25,560 3,000 0 0 200 49,935 83,636 67,031 67,031 26,220 26,220 5,751 0 0 12,924 4,588 8,336 0 0 0 8,336 1.17 1.06
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