<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2000
Commission File Number 1-7516
KEANE, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2437166
(State or other jurisdictions of (I.R.S. Employer
incorporation or organization) Identification Number)
Ten City Square, Boston, Massachusetts 02129
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 241-9200
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 June 30, 2000, the number of issued and outstanding shares of Common Stock
(excluding 3,109,486 shares held in treasury) and Class B Common Stock were
69,336,615 and 284,891 shares, respectively.
<PAGE>
KEANE, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Part I - Financial Information
Consolidated Statements of Income for the three months and
six months ended June 30, 2000 and 1999 (unaudited).................... 3
Consolidated Balance Sheets as of June 30, 2000 (unaudited)
and December 31, 1999.................................................. 4
Consolidated Statements of Cash Flows for six months
ended June 30, 2000 and 1999 (unaudited)............................... 5
Notes to Unaudited Financial Statements................................ 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................. 8
Part II - Other Information............................................ 14
Signature Page......................................................... 16
2
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KEANE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
<S> <C> <C> <C> <C>
2000 1999 2000 1999
Total revenues $221,799 $280,465 $438,007 $565,469
Salaries, wages and other direct costs 155,232 180,806 309,806 364,700
Selling, general and administrative expenses 52,194 53,917 103,448 103,500
Amortization of goodwill and other intangible assets 2,720 2,306 5,609 4,282
-------- -------- -------- --------
Operating income 11,653 43,436 19,144 92,987
Investment income 2,163 1,807 4,306 3,642
Interest expense 146 332
Other expenses, net 270 482 453 721
-------- -------- -------- --------
Income before income taxes 13,400 44,761 22,665 95,908
Provision for income taxes 5,425 18,128 9,179 39,097
-------- -------- -------- --------
Net income $ 7,975 $ 26,633 $ 13,486 $ 56,811
======== ======== ======== ========
Net income per share (basic) $.11 $.37 $.19 $.79
======== ======== ======== ========
Net income per share (diluted) $.11 $.37 $.19 $.78
======== ======== ======== ========
Weighted average common shares outstanding (basic) 70,103 71,684 70,595 71,623
Weighted average common shares and common share 70,671 72,481 71,216 72,451
equivalents outstanding (diluted)
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
3
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KEANE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(IN THOUSANDS)
JUNE 30, 2000 DECEMBER 31, 1999
Assets (UNAUDITED)
<S> <C> <C>
Current:
Cash and cash equivalents $ 40,661 $ 53,018
Short term investments 13,407 8,582
Accounts receivable, net
Trade 189,688 213,767
Other 767 2,248
Prepaid expenses and other current assets 17,294 19,845
-------- --------
Total current assets 261,817 297,460
Long term investments 78,055 81,163
Property and equipment, net 26,181 27,330
Intangible assets, net 90,179 93,885
Other assets, net 15,444 14,987
-------- --------
$471,676 $514,825
======== ========
Liabilities
Current:
Accounts payable $ 8,519 $ 18,500
Accrued compensation 29,338 35,466
Accrued expenses and other liabilities 21,473 18,288
Notes payable 6,925 7,564
Accrued income taxes 4,829
Unearned income 4,595 8,369
Capital lease obligations 1,077 1,080
Total current liabilities 76,756 89,267
Long-term portion of capital lease obligations 1,902 2,610
Notes payable --- 149
Stockholders' Equity
Common Stock 7,245 7,208
Class B Common Stock 28 29
Additional paid-in capital 122,546 120,810
Accumulated other comprehensive income (3,132) (2,027)
Retained earnings 337,106 323,620
Less treasury stock (70,775) (26,841)
-------- --------
Total stockholders' equity 393,018 422,799
-------- --------
$471,676 $514,825
======== ========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
4
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KEANE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30,
<S> <C> <C>
Cash flows from operating activities: 2000 1999
Net income $ 13,486 $ 56,811
Adjustments to reconcile net income to net cash provided by (used
for) operating activities
Depreciation and amortization 14,419 11,717
Deferred income taxes (3,091) (4,828)
Provision for doubtful accounts (3,732) 1,285
(Gain) Loss on disposal of fixed assets 1,095 33
(Increase) decrease in accounts receivable 29,292 (21,037)
Decrease in prepaid expenses and other assets 4,081 3,238
Increase (decrease) in income taxes payable 4,827 (10,751)
Decrease in accounts payable, accrued expenses,
and other current liabilities (16,698) (19,221)
-------- --------
Net cash provided by operating activities 43,678 17,247
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments (14,376) (46,478)
Sale of investments 12,659 42,777
Purchase of property and equipment (10,706) (8,241)
Proceeds from sale of assets 48 44
Payment for acquisitions --- (20,984)
-------- --------
Net cash (used for) investing activities (12,375) (32,882)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (payments) under long term-debt, net (786) 5,441
Principal payments under capital lease obligations (712) (367)
Repurchase of common stock, net (43,934) (4,771)
Proceeds from issuance of common stock 1,772 6,650
-------- --------
Net cash provided by financing activities (43,660) 6,953
Net decrease in cash and cash equivalents (12,357) (8,682)
Cash and cash equivalents, beginning of period 53,018 51,696
-------- --------
Cash and cash equivalents at end of period $ 40,661 $ 43,014
======== ========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
5
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KEANE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1. The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting policies for
interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the results
of operations for the interim periods reported and of the Company's
financial condition as of the date of the interim balance sheet have
been included. Operating results for the six-month period ended June
30, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000.
The balance sheet at December 31, 1999 has been derived from the
audited financial statements at that date, but does not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements.
For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
Note 2. Computation of earnings per share for the three months and six months
ended June 30, 2000 and 1999.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
<S> <C> <C> <C> <C>
2000 1999 2000 1999
Net income $ 7,975 $26,633 $13,486 $56,811
Weighted average number of common 70,103 71,684 70,595 71,623
shares outstanding used in calculation
of basic earnings per share
Incremental shares from the assumed 568 797 621 828
exercise of dilutive stock options
Weighted average number of common shares 70,671 72,481 71,216 72,451
outstanding used in calculation of
diluted earnings per share
Earnings per share
Basic $ .11 $ .37 $ .19 $ .79
======= ======= ======= =======
Diluted $ .11 $ .37 $ .19 $ .78
======= ======= ======= =======
</TABLE>
6
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KEANE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 3. The Company offers an integrated mix of end-to-end business solutions,
such as Business and IT consulting (Plan), e-Solutions including e-
architecture, online branding, development and integration (Build),
and Application Development and Management Outsourcing (Manage).
Approximately 96% of the Company's revenues were derived from these
offerings, with the balance from the healthcare industry. Effectively,
the Company operates in one reportable segment.
Note 4. Total comprehensive income, (i.e. net income plus available-for-sale
securities valuation adjustments and currency translation adjustments
to stockholders equity) for the second quarter of fiscal 2000 was
$7.0 million and $12.4 million year to date, and for second quarter of
fiscal 1999 was $27.0 million and $57.3 million year to date.
Note 5. In the fourth quarter of 1999, the Company recorded a restructuring
charge of $13.7 million. Of this charge $3.8 million related to a
workforce reduction of approximately 600 employees, primarily
consultants. In addition, the Company performed a review of its
business strategy and concluded that consolidating some of its branch
offices was key to its success. As a result of this review, the
Company wrote off $4.8 million of impaired assets, which included the
carrying value of specific assets associated with these branch
offices, and incurred charges of $3.8 million for branch closings and
$1.3 million for payments to certain employees.
A summary of first and second quarter activity with respect to the
restructuring charge is as follows:
Branch
Workforce Office Payments to
Reduction Closures Certain Employees Total
---------- --------- ----------------- ------
Balance 12/31/99 $2,800 $2,981 $1,300 $7,081
Cash Expenditures 2,033 197 1,300 3,530
Balance 03/31/00 767 2,784 0 3,551
Cash expenditures (767) (767)
------
Miscellaneous Adjustment 151 151
------ ------
Balance 06/30/00 $ 0 $2,935 $ 0 $2,935
7
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KEANE, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Quarterly Report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects," and similar
expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause the Company's actual results to
differ materially from those indicated by such forward-looking statements.
These factors include, without limitation, those set forth below under the
caption "Certain Factors That May Affect Future Results."
RESULTS OF OPERATIONS
---------------------
The Company's revenue for the second quarter of 2000 was $221.8 million, a 20.9%
decrease from $280.5 million in the second quarter of 1999, due to the
anticipated and rapid decline of Y2K compliance revenue. Y2K-related revenue
declined 100% to $0 million for the second quarter 2000, as compared to $61.1
million for the second quarter of 1999 and decreased 77.5% sequentially from $24
million during the fourth quarter of last year. The Company believes it has now
completed recognizing any Y2K-related revenue, and anticipates no such revenue
in subsequent quarters. However, Keane's total revenue for the second quarter
were up 3% sequentially and core Plan, Build, Manage revenue, excluding Y2K
compliance, were up 5% from the first quarter of this year. For the first six
months of 2000 plan, build and manage revenues, were $432.6 million, an increase
of 2.0% from the six months of last year revenue of $424.4 million. Keane's
Internet-related business increased to an annualized run rate of $159 million,
an increase of 86% from the second quarter of 1999 and up 15% sequentially from
the first quarter of this year.
Second quarter 2000 revenue from the Company's Plan Services was $27.4 million,
down from Plan revenue for the second quarter last year of $29.1 million, and
down 12.7% sequentially from the first quarter of this year. Plan revenue is
primarily comprised of business innovation consulting and IT consulting
services, which assist companies to develop new strategies, business processes,
organizational structures and IT infrastructures, to leverage the Internet and
position themselves within the new digital economy. Second quarter 2000 revenue
from the Company's Build Services was $81.7 million representing, a 7.1%
decrease from second quarter 1999 revenue of $87.9 million., and a 2.6% increase
sequentially from the first quarter of this year. Build revenue primarily
consists of implementing e-solutions, e-Customer Relationship Management
systems, e-architecture and data-warehousing services, custom application
development projects and licensing and implementing the Company's proprietary
suite of hospital and long-term care application software products. Second
quarter 2000 revenue from the Company's Manage services was $112.7 million, up
17.4% from $96.0 million during the second quarter 1999, and up 12.9%
sequentially from $99.8 million during the first quarter of this year. Manage
revenue primarily consists of Application Development and Management (ADM)
Outsourcing services, Call Center Outsourcing, and dot.com Outsourcing services.
8
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Salaries, wages and other direct costs for the second quarter of 2000 were
$155.2 million, or 70.0% of revenue, compared to $180.8 million, or 64.5% of
revenue, for the second quarter of 1999, an increase of 550 basis points.
Salaries, wages and other direct costs for the first six months of 2000 were
$309.8 million, or 70.7%, of revenue, compared to $364.7 million, or 64.5% of
revenue, during the same period last year. These increases as a percentage of
revenue are primarily a result of lower utilization of billable employees caused
by the cessation of Y2K related revenue and the decline of other revenues.
Selling, General & Administrative ("SG&A") expenses for the second quarter of
2000 were $52.2 million, or 23.5% of revenue, compared to $53.9 million, or
19.2% of revenue, for the second quarter last year, an increase of 430 basis
points. SG&A expenses for the six months of 2000 and 1999 were approximately
$103.5 million, or 23.6% of revenue for the six months of 2000 and 18.3% for
1999. The quarterly increase as a percentage of revenue was primarily
attributable to the decrease in revenues, and continued investments by the
Company in the development and marketing of its core service offerings.
Amortization of goodwill and other intangible assets for the second quarter of
2000 was $2.7 million, or 1.2% of revenue, compared to $2.3 million, or 0.8% of
revenue, in the second quarter of 1999. Amortization of goodwill and capitalized
acquisitions costs for the first six months of 2000 were $5.6 million, or 1.3%
of revenue, compared to $4.3 million, or .8% of revenue, for the same period
last year. The increase in amortization was attributable to additional
intangible assets as a result of the Company's acquisitions of First Coast
Systems, Inc. and Anstec Inc. in December of 1999.
Interest and dividend income totaled $2.2 million for the second quarter of
2000, compared to $1.8 million for the same period last year. The increase in
interest and dividend income was attributable to an increase in investments.
Interest and other expenses for the second quarter of 2000 was $0.3 million,
compared to $0.5 million for the same period last year.
The Company's effective tax rate for the second quarter of 2000 and 1999 was
40.5%.
Net income and earnings per share for the second quarter of 2000 were $8.0
million and $0.11 per share diluted, respectively, compared to $26.6 million and
$0.37 per share diluted, respectively for the second quarter last year.
In the fourth quarter of 1999, the Company recorded a restructuring charge of
$13.7 million. Of this charge, $3.8 million related to a workforce reduction of
approximately 600 employees, primarily consultants. In addition, the Company
performed a review of its business strategy and concluded that consolidating
some of its branch offices was key to its success. As a result of this review,
the Company wrote off $4.8 million of impaired assets, which included the
carrying value of specific assets associated with these branch offices, and
incurred charges of $3.8 million for branch closings and $1.3 million for
payments to certain employees.
The fiscal 2000 activity against the accrued restructuring charge has proceeded
as planned by management. Refer to Note 5 to the Unaudited Interim Financial
Statements for a summary of this activity.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company's cash and investments at the end of the second quarter of 2000
decreased to $132.1 million as compared to a balance of $154.0 million at the
close of the first quarter. This decrease was primarily attributable to the
repurchase of the Company's stock. On February 10, 2000, the
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Company's Board of Directors authorized the repurchase of up to 2,000,000
million shares of Common Stock lasting until February 9, 2001. During the second
quarter, the Company purchased 698,000 shares completing its 2,000,000 million
share authorization at a cost of approximately $49.8 million, or an average
price of $24.66 per share. The Company currently intends to continue to
repurchase shares of common stock pursuant to a new repurchase program
authorized by its Board of Directors on July 24, 2000. See "Part II.- Other
Information- Item 5. Other Information." The Company maintains and has available
a $20 million unsecured demand line of credit with a major Boston bank for
operations and acquisitions opportunities.
Based on the Company's current operating plan, the Company believes that its
cash and cash equivalents on hand, cash flows from operations, and its current
available line of credit will be sufficient to meet its current capital
requirements at least in the next twelve months.
IMPACT OF INFLATION AND CHANGING PRICES
---------------------------------------
Inflationary increases in costs have not been material in recent years and, to
the extent permitted by competitive pressures, are passed on to clients through
increased billing rates. Rates charged by the Company are based on the cost of
labor and market conditions within the industry. The Company was able to
increase its billing rates over its increases in direct labor costs in 1999.
This is due primarily to the Company's increase in strategic services such as
business innovation consulting and e-solutions, in which the high value of
services commands higher rates.
YEAR 2000 ISSUES
----------------
Although the transition from 1999 to 2000 has passed and Keane is not aware of
any unresolved Year 2000 problems relating to the services provided by Keane,
its internal systems, the products developed by Keane's Healthcare Solutions
Practice or third party products used by Keane in its Healthcare Solutions
Practice, it is possible that Year 2000 problems could be discerned in the
future and that such problems could have a material adverse effect on Keane's
business, financial condition and prospects.
Keane has in the past devoted significant resources to and earned significant
revenue from, providing services to its clients to address the Year 2000
problem. Keane believes that, as of June 30, 2000, it recognized its final Y2K
related revenues and expects that it will have no Y2K related revenues after the
second quarter of 2000. Further, Keane's services addressing the Year 2000
problem involve key aspects of its client's computer systems. A failure in a
client's system could result in a claim for substantial damages against Keane,
regardless of Keane's responsibility for the failure. Keane has not been
notified of any potential such claims, but cannot provide any assurance that
such claims will not arise in the future. If such claims were made, Keane could
incur substantial costs in connection with any resulting litigation, regardless
of the outcome.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
----------------------------------------------
The following important factors, among others, could cause actual results to
differ materially from those indicated by forward-looking statements made in
this Quarterly Report on Form 10-Q and presented elsewhere by management from
time to time.
10
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FLUCTUATIONS IN OPERATING RESULTS. Keane has experienced and expects to
continue to experience fluctuations in its quarterly results. Keane's gross
margins vary based on a variety of factors including employee utilization rates
and the number and type of services performed by Keane during a particular
period. A variety of factors influence Keane's revenue in a particular quarter,
including:
o general economic conditions which may influence investment decisions or cause
downsizing;
o the number and requirements of client engagements;
o employee utilization rates;
o changes in the rates Keane can charge clients for services;
o acquisitions; and
o other factors, many of which are beyond Keane's control.
A significant portion of Keane's expenses does not vary relative to revenue. As
a result, if revenue in a particular quarter does not meet expectations, Keane's
operating results could be materially adversely affected, which in turn may have
a material adverse impact on the market price of Keane common stock. In
addition, many of Keane's engagements are terminable without client penalty. An
unanticipated termination of a major project could result in an increase in
underutilized employees and a decrease in revenue and profits.
RISKS RELATING TO ACQUISITIONS. In the past five years, Keane has grown
significantly through acquisitions. Since January 1, 1999, Keane has completed
the acquisitions of Emergent Corporation in San Mateo, California; Amherst
Consulting Group, Inc, in Boston, Massachusetts; Advanced Solutions Inc. in New
York, New York; Anstec, Inc. of Maclean, Virginia; First Coast Systems, Inc. of
Jacksonville, Florida; Jamison/Gold, LLC, of Marina Del Ray, California and
Parallax Solutions Limited, of Birmingham, England. Keane's future growth may be
based in part on selected acquisitions. At any given time, Keane may be in
various stages of considering such opportunities. Keane can provide no
assurances that it will be able to find and identify desirable acquisition
targets or that it will be successful in entering into a definitive agreement
with any one target. Also, even if a definitive agreement is reached, there is
no assurance that any future acquisition will be completed.
Keane typically anticipates that each acquisition will bring certain benefits,
such as an increase in revenue. Prior to completing an acquisition, however, it
is difficult to determine if such benefits can actually be realized.
Accordingly, there is a risk that an acquired company may not achieve an
increase in revenue or other benefits for Keane. In addition, an acquisition may
result in unexpected costs and expenses. Any of these events could have a
material adverse effect on Keane's business, financial condition and results of
operations.
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The process of integrating acquired companies into Keane's existing business may
also result in unforeseen difficulties. Unforeseen operating difficulties may
absorb significant management attention, which Keane might otherwise devote to
its existing business. Also, the process may require significant financial
resources that Keane might otherwise allocate to other activities, including the
ongoing development or expansion of Keane's existing operations. Finally, future
acquisition could result in Keane having to incur additional debt and/or
contingent liabilities. All of these possibilities might have a material adverse
effect on Keane's business, financial condition and result of operations.
DEPENDENCE ON PERSONNEL. Keane believes that its future success will depend in
large part on its ability to continue to attract and retain highly skilled
technical and management personnel. The competition for such personnel is
intense. Keane may not succeed in attracting and retaining the personnel
necessary to develop its business. If Keane does not, its business, financial
condition and result of operations could be materially adversely affected.
HIGHLY COMPETITIVE MARKET. The market for Keane's services is highly
competitive. The technology for custom software services can change rapidly.
The market is fragmented, and no company holds a dominant position.
Consequently, Keane's competition for client assignments and experienced
personnel varies significantly from city to city and by the type of service
provided. Some of Keane's competitors are larger and have greater technical,
financial and marketing resources and greater name recognition in the markets
they serve than does Keane. In addition, clients may elect to increase their
internal information systems resources to satisfy their custom software
development needs.
Keane believes that in order to compete successfully in the software services
industry it must be able to:
o compete cost-effectively;
o develop strong client relationships;
o generate recurring revenues;
o utilize comprehensive delivery methodologies; and
o achieve organizational learning by implementing standard operational
processes.
In the healthcare software systems market, Keane competes with some companies
that are larger in the healthcare market and have greater financial resources
than Keane. Keane believes that significant competitive factors in the
healthcare software systems market include size and demonstrated ability to
provide service to targeted healthcare markets.
Keane may not be able to compete successfully against current or future
competitors. In addition, competitive pressures faced by Keane may materially
adversely affect its business, financial condition, and results of operations.
12
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RISKS ASSOCIATED WITH PROVISION OF YEAR 2000 SERVICES. The Company's business
may suffer as a result of defects to Year 2000 compliance issues that have not
yet been detected. The Company has not had any independent verification of its
year 2000 compliance efforts. The Company has not procured any Year 2000
specific insurance or made any contingency plans to address any undetected year
2000 risks.
Keane has devoted significant resources to, and earned significant revenue from,
providing services to address the Year 2000 problem. Keane believes that, as of
June 30, 2000, it recognized its final Y2K related revenues and expects that it
will have no Y2K related revenues after the second quarter of 2000. Further,
Keane's services addressing the Year 2000 problem involve key aspects of its
client's computer systems. A failure in a client's system could result in a
claim for substantial damages against Keane, regardless of Keane's
responsibility for the failure. Keane has not been notified of any potential
such claim, but cannot provide any assurance that such claim will not arise in
the future. If such claim were to be made, Keane could incur substantial costs
in connection with any resulting litigation, regardless of the outcome.
INTERNATIONAL OPERATIONS. In August 1998, Keane commenced operations in the
United Kingdom with its acquisition of Icom Systems Ltd, now known as Keane
Limited. These operations were expanded with Keane's acquisition of Parallax
Solutions Ltd. in May 1999. Keane's international operations will be subject to
political and economic uncertainties, currency exchange rate fluctuations,
foreign exchange restrictions, and changes in taxation and other difficulties in
managing operations overseas. Keane may not be successful in its international
operations.
As a result of these and other factors, the Company's past financial performance
should not be relied on as an indication of future performance. Keane believes
that period to period comparisons of its financial results are not necessarily
meaningful and it expects that results of operations may fluctuate from period
to period in the future.
Quantitative and Qualitative Disclosures about Market Risks. Market risks were
reported in the Company's Annual Report on Form 10-K for the year ended December
31, 1999. There have been no material changes in these risks since the end of
the year.
13
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KEANE, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The following matters were submitted to a vote of the stockholders at the 2000
Annual Meeting of Stockholders of the Company held on May 31, 2000 (the "Annual
Meeting"), except for the by-law amendment proposal (Proposal #2), which was
submitted to a vote of the stockholders at an adjournment of the Annual Meeting
held on June 29, 2000: (1) the election of the seven nominees named below, (2)
the amendment and restatement of the Company's by-laws and (3) the ratification
of Ernst & Young LLP as the Company's independent accountants for 2000. The
number of shares of common stock and Class B common stock issued, outstanding
and eligible to vote as of the record date of April 3, 2000 was 69,927,240
shares and 284,987 shares, respectively. Each of these matters were approved by
the requisite vote of the stockholders. Set forth below is the number of votes
cast for, against or withheld, as well as the number of abstentions and broker
non-votes as to each such matter, including a separate tabulation with respect
to each nominee for director:
Proposal #1 - To fix the number of directors at seven and to elect a Board of
Directors for the ensuing year.
BROKER
FOR WITHHELD ABSTAIN NON-VOTES
John F. Keane 65,290,819 1,080,190
Brian T. Keane 65,272,459 1,098,549
John F. Keane, Jr. 65,266,462 1,104,546
John F. Rockart 65,306,023 1,064,985
Robert Shafto 65,308,789 1,062,219
Winston Hindle 65,302,432 1,068,577
Philip Harkins 65,313,613 1,057,395
Proposal #2 - To approve an amendment and restatement of the Company's By-Laws,
which required a majority from each class of stock.
BROKER
FOR WITHHELD ABSTAIN NON-VOTES
Common Shares 35,231,546 18,278,657 444,125 9,831,929
Class B Shares 2,731,750 2,250 250 0
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<PAGE>
Proposal #3 - To ratify and approve the selection by the Board of Directors of
Ernst & Young LLP as the Company's independent accountants for the current year.
BROKER
FOR AGAINST ABSTAIN NON-VOTES
66,163,291 88,288 119,430
Item 5. Other Information.
The Company announced on July 26, 2000 that its Board of Directors has
authorized the Company to repurchase up to two million shares of its Common
Stock during the 12-month period ending July 25, 2001. The timing and amount of
shares repurchased will be determined by the Company's management based on its
evaluation of market and economic conditions. The Company expects to use any
shares repurchased for its stock plans, employee stock purchase and stock
benefit plans, and other general corporate purposes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
(3) (ii) Second Amended and Restated By-Laws of Keane, Inc.
27 Financial Data Schedule
(b) Reports on Form 8-K. The Registrant filed no Current Reports on Form 8-K
during the quarter ended June 30, 2000.
15
<PAGE>
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.
KEANE, INC.
(Registrant)
Date August 7, 2000 /s/ Brian T. Keane
-------------------------------------
Brian T. Keane
President and Chief Executive Officer
(Principal Executive Officer)
Date August 7, 2000 /s/ John J. Leahy
-------------------------------------
John J. Leahy
Senior Vice President, Finance
(Principal Financial and
Accounting Officer)
16
