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 October 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 Identification Number) incorporation or organization) 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 December 8, 1995 the registrant had 11,362,754 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 October 28, 1995, and the Consolidated Statements of Income and Retained Earnings for the quarters and the six months ended October 28, 1995 and October 29, 1994 and the Consolidated Statements of Cash Flow for the six months ended October 28, 1995 and October 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 quarters and six months ended October 28, 1995 and October 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 LLP, 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 SIX MONTHS ENDED ------------- ---------------- 10/28/95 10/29/94 10/28/95 10/29/94 ----------------- ----------------- --------------- ---------------- Net sales $ 28,717 $ 26,082 $ 55,905 $ 51,154 Cost of sales 14,347 12,817 27,785 25,128 ----------------- ----------------- --------------- ---------------- Gross profit 14,370 13,265 28,120 26,026 Selling, general and administrative expense 8,351 7,973 16,519 15,742 Research and development expense 1,860 1,677 3,660 3,326 ----------------- ----------------- --------------- ---------------- Income from operations 4,159 3,615 7,941 6,958 Interest income 378 105 614 212 Interest expense (1) (1) (3) (1) ----------------- ----------------- --------------- ---------------- Income before income taxes 4,536 3,719 8,552 7,169 Income tax expense 1,596 1,294 3,002 2,494 ----------------- ----------------- --------------- ---------------- Net income 2,940 2,425 5,550 4,675 Retained earnings, beginning of period 60,467 52,884 58,425 51,090 Cash dividends (569) (456) (1,137) (912) ----------------- ----------------- --------------- ---------------- Retained earnings, end of period $ 62,838 $ 54,853 $ 62,838 $ 54,853 ----------------- ----------------- --------------- ---------------- ----------------- ----------------- --------------- ---------------- Net income per common share $ 0.26 $ 0.21 $ 0.49 $ 0.41 ----------------- ----------------- --------------- ---------------- ----------------- ----------------- --------------- ---------------- Dividends per common share $ 0.05 $ 0.04 $ 0.10 $ 0.08 ----------------- ----------------- --------------- ---------------- ----------------- ----------------- --------------- ---------------- Weighted average shares outstanding 11,367,754 11,394,015 11,368,085 11,395,481 ----------------- ----------------- --------------- ---------------- ----------------- ----------------- --------------- ---------------- The accompanying notes are an integral part of the consolidated financial statements. -3- HACH COMPANY AND SUBSIDARIES CONSOLIDATED BALANCE SHEETS (THOUSANDS OF DOLLARS) OCTOBER 28,1995 APRIL 30, 1995 --------------- -------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 9,207 $ 13,050 Marketable securities, held to maturity 8,899 3,925 Accounts receivable, less reserves of $258 and $247, respectively 16,056 16,336 Inventories 12,556 11,731 Prepaid expenses and other current assets 3,333 4,414 ------------ ------------ Total current assets 50,051 49,456 Property, plant and equipment at cost: Buildings and improvements 23,299 23,387 Machinery and equipment 42,453 42,305 ------------ ------------ 65,752 65,692 Less allowance for depreciation and amortization 37,238 37,586 ------------ ------------ 28,514 28,106 Land 1,000 1,022 ------------ ------------ Net property, plant and equipment 29,514 29,128 Marketable securities, held to maturity 7,920 4,385 Other assets 1,475 1,289 ------------ ------------ Total assets $ 88,960 $ 84,258 ------------ ------------ ------------ ------------ The accompanying notes are an integral part of the consolidated financial statements. Continued -4- HACH COMPANY AND SUBSIDARIES CONSOLIDATED BALANCE SHEETS (THOUSANDS OF DOLLARS) OCTOBER 28,1995 APRIL 30, 1995 --------------- -------------- (UNAUDITED) LIABILITIES Current liabilities: Accounts payable $ 3,444 $ 2,835 Accrued liabilities: Compensation 477 381 Compensated absenses 3,603 3,487 Profit sharing 1,641 2,435 Other 2,381 1,474 ------------ ------------ Total current liabilities 11,546 10,612 Deferred income taxes 2,123 2,070 Long term liabilities 252 248 ------------ ------------ Total liablities 13,921 12,930 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 218 148 Retained earnings 62,838 58,425 Cumulative currency translation adjustment 2,058 2,405 ------------ ------------ 76,737 72,601 Less: Shares held in treasury at cost: (260,199 at October 28, 1995 and 246,479 at April 30, 1995) (1,698) (1,273) ------------ ------------ Total Liabilities and Stockholders' Equity $ 88,960 $ 84,258 ------------ ------------ ------------ ------------ The accompanying notes are an integral part of the consolidated financial statements. -5- HACH COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (THOUSANDS OF DOLLARS) (UNAUDITED) SIX MONTHS ENDED SIX MONTHS ENDED OCTOBER 28, 1995 OCTOBER 29, 1994 ---------------- ---------------- Cash flows from operating activities: Net income $ 5,550 $ 4,675 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation & amortization 2,963 2,799 Provision for deferred income taxes 53 20 (Gain) loss on disposal of property, plant & equipment 71 (18) Decrease in accounts receivable 280 49 (Increase) in inventories (875) (1,056) (Increase) decrease in prepaid expenses & other assets 1,081 (1,152) Increase in accounts payable 609 471 Increase (decrease) in accrued liabilities 329 (758) ----------- ------------ Net cash provided by operating activities 10,061 5,030 Cash flows from investing activities: Proceeds from sale of property, plant & equipment 254 52 Capital expenditures (3,679) (2,925) Purchases of investments held-to-maturity (11,440) (2,042) Proceeds from the maturity of short-term investments 2,931 910 (Increase) in long-term assets (186) (39) ----------- ------------ Net cash used by investing activities (12,120) (4,044) Cash flows from financing activities: Payments on capital lease obligations - (2) Dividends paid (1,137) (912) Purchases of treasury stock (388) (215) Exercise of stock options 33 22 ----------- ------------ Net cash used by financing activities (1,492) (1,107) Effects of exchange rate changes (292) 576 ----------- ------------ Net increase (decrease) in cash & cash equivalents (3,843) 455 Cash & cash equivalents at the beginning of the period 13,050 9,037 ----------- ------------ Cash & cash equivalents at the end of the period $ 9,207 $ 9,492 ----------- ------------ ----------- ------------ Supplemental disclosures of cash flow information: Cash paid during the year for income taxes $ 1,861 $ 3,184 The accompanying notes are an integral part of the consolidated financial statements. -6- HACH COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The consolidated balance sheet at October 28, 1995, and the consolidated statements of income and retained earnings, cash flows, and stockholders' equity for the interim periods ended October 28, 1995 and October 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. Certain amounts in the financial statements for April 30, 1995 have been reclassified to conform with the current periods presentation. 2. INVENTORIES The components of inventories are: (Thousands of Dollars) October 28, 1995 April 30, 1995 ---------------- -------------- Raw materials and purchased parts $ 2,593 $ 2,832 Work-in-process 1,997 1,785 Manufactured finished goods 7,094 6,635 Purchased for resale 872 479 ------- ------- $12,556 $11,731 ------- ------- ------- ------- 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 October 28, 1995 and October 29, 1994 were 35.1% and 34.8% respectively. 4. NET INCOME PER COMMON SHARE Net income per common share is based on the weighted average number of common shares outstanding during the period. Common stock equivalents do not have a dilutive effect on net income per common share. 5. RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" in October 1995. This statement, which is required to be adopted in fiscal year 1997, introduces a fair-value based method of accounting for stock-based compensation. The Company has not yet adopted the statement, and has not yet determined the impact it may have on the Company's financial statements or on the financial statement disclosures. -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 October 28, 1995. Cash and short-term investments increased $766,000 during the quarter to $18,106,000. 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. In September, 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. On November 21, 1995, the Company's Board of Directors voted to increase the Company's regular quarterly cash dividend from 5 cents per share to 6 cents per share effective with the January 30, 1996 dividend. 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 October 28, 1995 compared to quarter ended October 29, 1994. Net sales increased 10% to $28,717,000 from $26,082,000. The Company's domestic net sales increased 7% while its international net sales increased 17%. 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 12% to $14,347,000 from $12,817,000. This item, composed of material, labor and product overhead, increased primarily because of unit volume increases. The gross profit percent decreased to 50% from 50.9%. The gross profit percent for the company's wholly owned subsidiary, Hach Europe, increased due to favorable exchange rates, while the gross profit percent for the remainder of the Company's operations decreased due to the mix of products sold. Selling, general and administrative expense increased 4.7% to $8,351,000 from $7,973,000. The increase was primarily due to normal wage and salary increases, costs associated with the increased sales volume. Research and development expense increased 11% to $1,860,000 from $1,677,000. The increase was due to an increased emphasis on research and development efforts. Interest income increased to $378,000 from $105,000. The increase was due to higher average investment balances and higher interest rates in the current quarter. The effective income tax rate was 35.2% in the current period compared to 34.8% in the prior year's second quarter. -8- RESULTS OF OPERATIONS: Six months ended October 28, 1995 compared to six months ended October 29, 1994. Net sales increased 9.3% to $55,905,000 from $51,154,000. The Company's domestic net sales increased 6.7% while its international net sales increased 14.7%. 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 10.6% to $27,785,000 from $25,128,000. This item, composed of material, labor and product overhead, increased primarily because of unit volume increases. The gross profit percent decreased to 50.3% from 50.9%. The gross profit percent for the company's wholly owned subsidiary, Hach Europe, increased due to favorable exchange rates, while the gross profit percent for the remainder of the Company's operations decreased due to the mix of products sold. Selling, general and administrative expense increased 5% to $16,519,000 from $15,742,000. The increase was primarily due to normal wage and salary increases, costs associated with the increased sales volume and increased advertising costs. Research and development expense increased 10% to $3,660,000 from $3,326,000. The increase was due to and increased emphasis on research and development efforts. Interest income increased to $614,000 from $212,000. The increase was due to higher average investment balances and higher interest rates in the current period. The effective income tax rate was 35.1% in the current period compared to 34.8% in the prior year's first six months. -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 Awareness Letter of Independent Accountants (b) Reports on Form 8-K During the quarter ended October 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: December 8, 1995 BY: Bruce J. Hach /s/ ------------------------- --------------------------------------- Bruce J. Hach President and Chief Operating Officer DATED: December 8, 1995 BY: Gary R. Dreher /s/ ------------------------- --------------------------------------- Gary R. Dreher Vice President and Chief Financial Officer -11-