EXHIBIT 19 LETTER TO OUR STOCKHOLDERS Puritan-Bennett Corporation reported earnings of $3,724,000 or $.30 per share on revenues of $80,408,000 and orders of $80,113,000 for the first quarter ended April 30, 1994. Orders and revenues were up 13% and 7%, respectively, from last year's first quarter orders of $71,040,000 and revenues of $75,391,000. The revenue and earnings growth were achieved essentially without depleting the substantial backlog growth that resulted from the record orders we received during last year's fourth quarter. While still very early, we are cautiously optimistic that the second quarter will show further improvement. During much of the first quarter, the cash flow of a number of our U.S. home care provider customers was adversely affected by slower Medicare claims processing associated with consolidating the number of third-party payors and the implementation of new electronic claims processing systems. In response, home care providers were reluctant and, in some cases, unable to maintain their normal equipment inventory levels, even though we believe their underlying demand for equipment remained strong. In April steps were taken to accelerate payments to home care providers during this period of transition. Concurrently, we experienced a substantial increase over February and March levels in home care orders from U.S. customers. Even with this temporary impediment, our worldwide home care business experienced order and revenue growth of 13% and 10%, respectively, compared to the first quarter of last year. As expected, U.S. demand for the 7200/(R)/ Series ventilator has stabilized generally around last year's levels and international demand has continued growing. The level of interest in our CliniVision/(R)/ respiratory care management information system continues to be high. Our aviation business is experiencing growth in orders and revenues, up 45% and 12%, respectively, from first quarter levels last year. This increase is due in large part, although not entirely, to our new ACCTV/(TM)/ operation. /s/ Burton A. Dole, Jr. ---------------------------- Burton A. Dole Jr. Chairman, President and May 16, 1994 Chief Executive Officer CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Dollars in thousands, except per share data THREE MONTHS ENDED APRIL 30 ------------------------ 1994 1993 ======================== Net Sales $ 80,408 $ 75,391 Cost of Goods Sold 46,617 42,173 ----------- ----------- Gross Profit 33,791 33,218 Selling and Administrative Expense 23,918 23,438 Research and Development Expense 4,815 6,549 ----------- ----------- Operating Profit 5,058 3,231 Other Expense, net 404 853 ----------- ----------- Income Before Income Taxes 4,654 2,378 Provision for Income Taxes 930 529 ----------- ----------- Net Income Before Cumulative Effect 3,724 1,849 Cumulative Effect of a Change in Accounting for Income Taxes - 2,755 ----------- ----------- Net Income (Loss) $ 3,724 $ (906) =========== =========== Weighted Average Number of Shares Outstanding 12,432,109 11,932,615 Net Income Before Cumulative Effect Per Share $ .30 $ .15 Cumulative Effect of Change in Accounting for Income Taxes Per Share - (.23) ----------- ----------- Net Income (Loss) Per Share $ .30 $ (.08) =========== =========== Dividends Declared Per Share $ .03 $ .03 =========== =========== CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) Dollars in thousands April 30 January 31 ASSETS 1994 1994 --------------------- Current Assets: Cash and cash equivalents $ 646 $ 713 Trade notes and accounts receivable, net 69,572 70,137 Inventories: Finished goods 15,899 16,163 Work in process 4,738 4,437 Raw materials and supplies 32,633 30,894 -------- -------- 53,270 51,494 Less excess of FIFO cost over LIFO cost (4,181) (4,024) -------- -------- 49,089 47,470 Prepaid expenses and other 3,149 5,567 Deferred income tax benefits 10,760 10,760 -------- -------- Total current assets 133,216 134,647 Plant and Equipment 165,239 158,961 Less accumulated depreciation and amortization 70,364 70,068 -------- -------- 94,875 88,893 Other Assets, net 32,020 33,054 -------- -------- Total Assets $260,111 $256,594 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable $ 28,544 $ 27,791 Trade accounts payable 13,382 13,937 Employee compensation, payroll taxes and withholdings 7,279 8,015 Accrued self-insurance expenses 1,168 1,299 Other accrued expenses 16,270 21,140 Dividends payable 374 359 Income taxes payable 5,149 3,678 Current maturities of long-term debt 6,660 6,546 -------- -------- Total current liabilities 78,826 82,765 Long-Term Debt, less current maturities 43,358 38,656 Deferred Compensation and Pensions 16,413 17,444 Deferred Income Taxes 55 55 Deferred Revenue 10,098 9,962 Stockholders' Equity: Common stock, par value $1.00 per share - Authorized 30,000,000 shares; issued and outstanding, 12,468,493 shares in April and 12,427,653 shares in January 12,468 12,428 Additional paid-in capital 35,960 34,794 Retained earnings 64,610 61,736 Deferred stock awards (1,627) (602) Treasury stock (50) (644) -------- -------- Total Stockholders' Equity 111,361 107,712 -------- -------- Total Liabilities and Stockholders' Equity $260,111 $256,594 ======== ======== CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Dollars in thousands THREE MONTHS ENDED APRIL 30 ------------------ CASH FLOWS FROM OPERATING ACTIVITIES 1994 1993 ================== Net income (loss) $ 3,724 $ (906) Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: Depreciation and amortization 3,567 3,529 Cumulative effect of change in accounting principles - 2,755 Restructuring charges (3,307) - Deferred compensation and pensions (1,031) 486 Provision for losses on accounts receivable 43 49 Asset dispositions, net (462) (34) Shares issued to employee benefit plans 710 985 Change in operating assets and liabilities: Trade notes and accounts receivable 522 4,037 Inventories (1,619) (3,576) Prepaid expenses 1,937 33 Other assets 704 281 Trade accounts payable and accrued expenses (985) (805) Federal and state income taxes payable/receivable 1,471 1,119 Deferred revenue 136 454 ------- -------- Net Cash and Cash Equivalents Provided by Operating Activities 5,410 8,407 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of capital assets 2,073 422 Capital expenditures (5,868) (3,819) Purchases of intangible assets (32) (69) Acquisitions, net of cash acquired (2,000) (6,624) ------- -------- Net Cash and Cash Equivalents Used in Investing Activities (5,827) (10,090) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of notes payable 753 2,589 Payments on long-term debt (46) - Dividends paid to stockholders (372) (357) Stock options exercised 15 46 Stock repurchased - (189) ------- -------- Net Cash and Cash Equivalents Provided by Financing Activities 350 2,089 ------- -------- Net Increase (Decrease) in Cash and Cash Equivalents (67) 406 Cash and Cash Equivalents at the Beginning of the Year 713 403 ------- -------- Cash and Cash Equivalents at the End of the Period $ 646 $ 809 ======= ======== INCOMING ORDERS, NET SALES ($ MILLIONS) AND NET INCOME (LOSS) PER SHARE FY 1994 FY 1995 ------------------------------------- ------- Apr. 30 July 31 Oct. 31 Jan. 31 Apr. 30 ------- ------- ------- ------- ------- MEDICAL -- Orders $65.4 $75.6 $69.9 $ 85.0 $71.9 Net Sales 69.4 71.9 69.6 75.0 73.7 AERO -- Orders 5.6 7.0 5.1 10.4 8.2 Net Sales 6.0 6.0 5.7 5.7 6.7 TOTAL -- Orders $71.0 $82.6 $75.0 $ 95.4 $80.1 Net Sales 75.4 77.9 75.3 80.7 80.4 BACKLOG INCREASE (DECREASE) $(4.4) $ 4.7 $(0.3) $ 14.7 $(0.3) =============================================================================================== NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT PER SHARE $ .15 $(.41) $ .06 $(2.46) $ .30 CUMULATIVE EFFECT OF ACCOUNTING CHANGES PER SHARE (.23) - - (.01) - ----- ----- ----- ------ ----- NET INCOME (LOSS) PER SHARE $(.08) $(.41) $ .06 $(2.47) $ .30 ===== ===== ===== ====== =====