<PAGE> 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.
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
KEITHLEY INSTRUMENTS, INC.
Consolidated Balance Sheet
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
2000 1999 1999
------- ------- -------
<S> <C> <C> <C>
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
====== ====== ======
</TABLE>
2
<PAGE> 3
KEITHLEY INSTRUMENTS, INC.
Consolidated Statement of Income
(In Thousands of Dollars Except for Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
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
======== ======== ======== ========
</TABLE>
3
<PAGE> 4
KEITHLEY INSTRUMENTS, INC.
Consolidated Statement of Cash Flows
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
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
</TABLE>
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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
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
===== ===== ===== =====
</TABLE>
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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<TABLE>
<CAPTION>
PROPOSAL FOR AGAINST WITHHELD
-------- --- ------- --------
<S> <C> <C> <C>
(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.
</TABLE>
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
<PAGE> 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
<PAGE> 1
11. Statement re computation of per share earnings
<TABLE>
<CAPTION>
Second Quarter Ended Six Months Ended
March 31, March 31,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
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
====== ====== ======= ======
</TABLE>
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<S> <C>
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0
0
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</TABLE>
