This report contains 13 pages. ------- FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended January 28, 1995 Commission File Number 0-3947 HACH COMPANY - - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 42-0704420 - - ------------------------------------------------------------------------------- (State of other jurisdiction of (I.R.S.Employer incorporation or organization) Identification Number) 5600 Lindbergh Drive, Loveland, CO 80537 - - ------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (303) 669-3050 -------------- N/A - - ------------------------------------------------------------------------------- (Former name, former address, and former fiscal year, if changed since last report) 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 twelve months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to the filing requirements for the past 90 days. YES X NO ------------------------------------ --------------------------------- At March 10, 1995 the registrant had 11,374,028 shares of its common stock outstanding. Index of Exhibits - See Page 10 . --------------- -1- PART I - FINANCIAL INFORMATION Item I - SUMMARIZED FINANCIAL STATEMENTS Companies for which report is filed: Hach Company and Subsidiaries The accompanying Consolidated Balance Sheet as of January 28, 1995, and the Consolidated Statements of Income and Retained Earnings for the quarter and nine months ended January 28, 1995 and January 29, 1994 and the Consolidated Statements of Cash Flows for the nine months ended January 28, 1995 and January 29, 1994 are unaudited; however, in the opinion of management all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of such periods have been made. The results of operations for the quarter and nine months ended January 28, 1995 and January 29, 1994 are not necessarily indicative of the results of operations to be expected for the full year. The financial data included herein pursuant to Rule 10-01 of Regulation S-X has been subjected to a review by Coopers & Lybrand L.L.P., the Registrant's independent accountants. -2- HACH COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (THOUSANDS OF DOLLARS EXCEPT SHARE DATA) (UNAUDITED) QUARTER ENDED NINE MONTHS ENDED ------------- ------------------ 1/28/95 1/29/94 1/28/95 1/29/94 ------------ ----------- ----------- ----------- Net sales $ 25,953 $ 23,290 $ 77,107 $ 72,910 Cost of sales 12,776 11,459 37,904 35,737 ------------ ----------- ----------- ----------- Gross profit 13,177 11,831 39,203 37,173 Selling, general and administrative expense 8,157 7,599 23,899 22,932 Research and development expense 1,748 1,554 5,074 4,857 ------------ ----------- ----------- ----------- Income from operations 3,272 2,678 10,230 9,384 Interest income 230 163 442 375 Interest expense 0 (2) (1) (7) ------------ ----------- ----------- ----------- Income before income taxes and cumulative effect of accounting change 3,502 2,839 10,671 9,752 Income tax expense 1,217 1,014 3,711 3,487 ------------ ----------- ----------- ----------- Income before cumulative effect of accounting change 2,285 1,825 6,960 6,265 Cumulative effect of change in accounting for income taxes -- -- -- 448 ------------ ----------- ----------- ----------- Net income 2,285 1,825 6,960 6,713 Retained earnings, beginning of period 54,853 47,289 51,090 43,129 Cash dividends (454) (365) (1,366) (1,093) ------------ ----------- ----------- ----------- Retained earnings, end of period $ 56,684 $ 48,749 $ 56,684 $ 48,749 ------------ ----------- ----------- ----------- ------------ ----------- ----------- ----------- Net income per common share before cumulative effect of accounting change $ 0.20 $ 0.16 $ 0.61 $ 0.55 Cumulative effect of change in accounting for income taxes $ -- $ -- $ -- $ 0.04 ------------ ----------- ----------- ----------- Net income per common share $ 0.20 $ 0.16 $ 0.61 $ 0.59 ------------ ----------- ----------- ----------- ------------ ----------- ----------- ----------- Dividends per common share $ 0.04 $ 0.032 $ 0.12 $ 0.096 ------------ ----------- ----------- ----------- ------------ ----------- ----------- ----------- Weighted average shares outstanding 11,375,159 11,389,119 11,388,707 11,381,714 ------------ ----------- ----------- ----------- ------------ ----------- ----------- ----------- The accompanying notes are an integral part of the financial statements. - 3 - HACH COMPANY AND SUBSIDARIES CONSOLIDATED BALANCE SHEETS (THOUSANDS OF DOLLARS) January 28, 1995 April 30, 1994 ---------------- --------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 11,333 $ 9,037 Marketable securities, held-to-maturity 3,755 1,801 Accounts receivable, less reserves of $224 and $167, respectively 15,626 15,943 Inventories 12,500 11,574 Prepaid expenses and other current assets 3,588 2,357 ------------ --------- Total current assets 46,802 40,712 Property, plant and equipment at cost: Buildings and improvements 22,723 21,513 Machinery and equipment 41,357 38,861 ------------ --------- 64,080 60,374 Less allowance for depreciation and amortization 36,174 32,478 ------------ --------- 27,906 27,896 Land 1,013 1,007 ------------ --------- Net property, plant and equipment 28,919 28,903 Marketable securities, held-to-maturity 4,369 4,260 Other assets 518 483 ------------ --------- Total assets $ 80,608 $ 74,358 ------------ --------- ------------ --------- The accompanying notes are an integral part of the financial statements. Continued -4- HACH COMPANY AND SUBSIDARIES CONSOLIDATED BALANCE SHEETS (THOUSANDS OF DOLLARS) January 28, 1995 April 30, 1994 ---------------- -------------- (Unaudited) LIABILITIES Current liabilities: Accounts payable $ 2,236 $ 2,450 Accrued liabilities: Compensation 910 347 Compensated absenses 3,158 3,303 Profit sharing 1,954 2,547 Other 1,856 1,133 ------------ --------- Total current liabilities 10,114 9,780 Deferred income taxes 2,101 2,081 ------------ --------- Total liablities 12,215 11,861 STOCKHOLDERS' EQUITY Common stock, $1 par value; authorized 40,000,000 shares; issued 11,622,953 shares 11,623 11,623 Capital contributed in excess of par value 125 31 Retained earnings 56,684 51,090 Cumulative currency translation adjustment 1,211 497 ------------ --------- 69,643 63,241 Less: Shares held in treasury at cost: (248,925 at January 28,1995 and 227,687 at April 30, 1994) (1,250) (744) ------------ --------- Total Liabilities and Stockholders' Equity $ 80,608 $ 74,358 ------------ --------- ------------ --------- The accompanying notes are an integral part of the financial statements. - 5 - HACH COMPANY & SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (THOUSANDS OF DOLLARS) (UNAUDITED) NINE MONTHS ENDED NINE MONTHS ENDED JANUARY 28, 1995 JANUARY 29, 1994 ----------------- ------------------ Cash flows from operating activities: Net income $ 6,960 $ 6,713 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation & amortization 4,352 4,249 Increase in deferred income taxes 20 22 Loss on disposal of equipment 7 108 Decrease in accounts receivable 317 998 (Increase) in inventories (926) (2,287) (Increase) decrease in prepaid expenses & other assets (1,231) 275 (Decrease) in accounts payable (214) (1,286) Increase in accrued liabilities 548 585 --------- --------- Net cash provided by operating activities 9,833 9,377 Cash flows from investing activities: Proceeds from sale of equipment 53 45 Capital expenditures (4,288) (3,910) Purchases of short-term investments (3,777) (3,382) Proceeds from maturities of short-term investments 1,714 1,409 (Increase) in long-term assets (35) (133) --------- --------- Net cash used by investing activities (6,333) (5,971) Cash flows from financing activities: Payments on long term debt -- (100) Payments on capital lease obligations (4) (12) Dividends paid (1,366) (1,093) Exercise of stock options 33 147 Purchases of treasury stock (445) -- --------- --------- Net cash used by financing activities (1,782) (1,058) Effects of exchange rate changes 578 (540) --------- --------- Net increase in cash & cash equivalents 2,296 1,808 Cash & cash equivalents at the beginning of the period 9,037 5,534 --------- --------- Cash & cash equivalents at the end of the period $ 11,333 $ 7,342 --------- --------- --------- --------- Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 1 $ 5 Income taxes $ 4,689 $ 3,228 The accompanying notes are an integral part of the financial statements. -6- HACH COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The consolidated balance sheet of Hach Company and Subsidiaries (collectively, the "Company") at April 30, 1994, has been condensed from the Company's audited consolidated financial statements at that date. The consolidated balance sheet at January 28, 1995, and the consolidated statements of income and retained earnings, cash flows, and stockholders' equity for the interim periods ended January 28, 1995 and January 29, 1994, have been prepared by the Company, without audit. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated financial position, results of operations and cash flows have been made. The results of operations for the interim periods are not necessarily indicative of the operating results for a full year or of future operations. The weighted average shares outstanding and per share data have been restated for the 1994 quarterly information based upon a five for four stock split in April 1994. 2. INVENTORIES The components of inventories are: (Thousands of Dollars) January 28, 1995 April 30, 1994 ---------------- -------------- Raw materials and purchased parts $ 3,045 $ 2,846 Work-in-process 1,968 1,492 Manufactured finished goods 7,003 6,851 Purchased for resale 484 385 ------- ------- $12,500 $11,574 ======= ======= 3. INCOME TAXES For both periods presented, the provision for income taxes is based upon an expected annual effective income tax rate. The rates utilized for the quarter ended January 28, 1995 and January 29, 1994 were 34.8% and 35.8% respectively. 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: ANALYSIS OF FINANCIAL CONDITION: There was no material change in the liquidity of the Company during the quarter ended January 28, 1995. Cash and short-term investments increased $2,982,000 during the quarter to $15,088,000. The Company monitors cash flow and capital expenditures in great detail as part of its total budgeting process. Capital needs in the near future will be for production equipment and computer and peripheral equipment to support production, research and development, and administration. On September 12, 1994 the Company's Board of Directors authorized the Company to repurchase up to $2,000,000 in value of the Company's common stock. The Company intends to finance its capital projects, dividend payments, and stock buy back through existing cash and cash equivalents, short-term investments and projected cash flow from operations. Results of Operations: Quarter ended January 28, 1995 compared to quarter ended January 29, 1994. Net sales increased 11% to $25,953,000 from $23,290,000. The Company's domestic net sales increased 7% while its international net sales increased 20%. Both the domestic and international net sales increases were due primarily to unit volume increases in most of the Company's major product lines. Cost of sales increased 11% to $12,776,000 from $11,459,000. This item, composed of material, labor and product overhead, increased primarily because of unit volume increases. The gross profit percent was approximately 50.8% for both quarters. Selling, general and administrative expense increased 7% to $8,157,000 from $7,599,000. The increase was primarily due to normal wage and salary increases and cost associated with the increased sales volume. Research and development expense increased 12% to $1,748,000 from $1,554,000. The increase was due to higher expenditures for external research and development contract labor. Interest income increased to $230,000 from $163,000. The increase was due to interest received on federal income tax refunds resulting from amended tax returns. The effective income tax rate was 34.8% in the current period compared to 35.7% in the prior year's third quarter. The decrease in the rate was primarily due to higher projected research and development tax credits in the current period. 8 Results of Operations: Nine months ended January 28, 1995 compared to nine months ended January 29, 1994. Net sales increased 6% to $77,107,000 from $72,910,000. The Company's domestic net sales decreased 0.3% while its international net sales increased 19%. The international net sales increase was due primarily to unit volume increases in most of the Company's major product lines. Cost of sales increased 6% to $37,904,000 from $35,737,000. This item, composed of material, labor and product overhead, increased primarily because of unit volume increases. The gross profit percent decreased to 50.8% from 51.0% due primarily to the mix of products sold during the period. Selling, general and administrative expense increased 4% to $23,899,000 from $22,932,000. Selling, general and administrative expense for the nine months ended January 29, 1994 included a one time charge of approximately $500,000 for costs associated with the terminated merger with Lawter International. Without these costs selling, general and administrative expense increased 7% from the prior year. The increase was primarily due to normal wage and salary increases, costs associated with the increased sales volume, and foreign exchange losses of $223,000 in the current period versus foreign exchange gains of $90,000 in the prior year's first nine months. Research and development expense increased 4% to $5,074,000 from $4,857,000. The increase was primarily due to normal wage and salary increases. Interest income increased to $442,000 from $375,000. The increase was due to interest received on federal income tax refunds resulting from amended tax returns. The effective income tax rate was 34.8% in the current period compared to 35.8% in the prior year's first nine months. The decrease in the rate was primarily due to higher projected research and development tax credits in the current period. 9 INDEX OF EXHIBITS PAGE Report of Independent Accountants 12 Awareness Letter of Independent Accountants 13 10 PART II - OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K (a) Exhibits Report of Independent Accountants (b) Reports on Form 8-K During the quarter ended January 28, 1995 the Registrant filed no report on Form 8-K. 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 thereunder duly authorized. HACH COMPANY Registrant DATED: MARCH 10, 1995 BY: BRUCE J. HACH /S/ ----------------------------- ------------------------------ Bruce J. Hach President and Chief Operating Officer DATED: MARCH 10, 1995 BY: GARY R. DREHER /S/ ----------------------------- ------------------------------ Gary R. Dreher Vice President and Chief Financial Officer 11