UNITED STATES
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 ENDING April 30, 2000 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________.
Commission File Number 1-7891
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DONALDSON COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 41-0222640
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1400 West 94th Street
Minneapolis, Minnesota 55431
---------------------------------
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (612) 887-3131
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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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes ___X___ No _______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $5 Par Value - 45,339,726 shares as of May 31, 2000
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
DONALDSON COMPANY, INC. AND SUBSIDIARIES
(Thousands of Dollars Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30 April 30
----------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 285,277 $ 244,219 $ 791,083 $ 689,899
Cost of sales 200,465 170,007 552,795 491,042
------------ ------------ ------------ ------------
Gross margin 84,812 74,212 238,288 198,857
Operating expenses 58,780 49,880 160,927 135,616
Other (income) expense (1,673) (1,074) (2,912) (4,788)
Interest expense 2,776 1,638 6,181 5,230
------------ ------------ ------------ ------------
Earnings before income taxes 24,929 23,768 74,092 62,799
Income taxes 7,479 6,350 22,228 18,840
------------ ------------ ------------ ------------
Net earnings $ 17,450 $ 17,418 $ 51,864 $ 43,959
============ ============ ============ ============
Weighted average shares
outstanding 45,723,448 46,465,330 45,948,764 47,142,665
Diluted shares outstanding 46,548,820 47,101,705 46,787,967 47,798,038
Net earnings per share $ .38 $ .37 $ 1.13 $ .93
Net earnings per share
assuming dilution $ .38 $ .37 $ 1.11 $ .92
Dividends paid per share $ .07 $ .06 $ .20 $ .17
</TABLE>
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DONALDSON COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
April 30 July 31
2000 1999
---------- ---------
<S> <C> <C>
ASSETS
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CURRENT ASSETS
Cash and cash equivalents $ 55,921 $ 41,944
Accounts Receivable 208,535 178,419
Inventories
Materials 42,979 32,722
Work in process 18,266 13,758
Finished products 46,202 35,618
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Total inventories 107,447 82,098
Prepaid and other current assets 29,356 23,927
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TOTAL CURRENT ASSETS 401,259 326,388
Property, plant and equipment, at cost 489,219 421,425
Less accumulated depreciation (284,605) (239,245)
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Property, plant and equipment, net 204,614 182,180
Other Assets 90,754 34,701
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TOTAL ASSETS $ 696,627 $ 543,269
========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Short-term debt $ 106,696 $ 20,287
Current maturities of long-term debt 368 409
Trade accounts payable 79,208 63,361
Accrued employee compensation and related taxes 31,643 24,720
Income taxes payable 25,193 28,448
Warranty and accrued liabilities 36,017 22,680
Other current liabilities 8,674 6,150
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TOTAL CURRENT LIABILITIES 287,799 166,055
Long-term debt 92,308 86,691
Deferred income taxes 878 1,155
Other long-term liabilities 33,226 26,605
SHAREHOLDERS' EQUITY
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Preferred stock, $1 par value,
1,000,000 shares authorized, no shares issued -- --
Common stock, $5 par value, 80,000,000 shares authorized,
49,655,954 issued 248,280 248,280
Additional paid-in capital 2,582 1,611
Retained earnings 127,947 87,909
Accumulated other comprehensive income (8,510) (5,670)
Treasury stock - 4,305,228 and 3,458,670 shares at
April 30, 2000 and July 31, 1999, respectively (87,883) (69,367)
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TOTAL SHAREHOLDERS' EQUITY 282,416 262,763
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 696,627 $ 543,269
========== =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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DONALDSON COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
April 30
-------------------------
2000 1999
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 51,864 $ 43,959
Adjustments to reconcile net earnings to
Net cash provided by operating activities:
Depreciation and amortization 23,054 20,739
Changes in operating assets and liabilities (6,247) 13,325
Other 4,525 (3,205)
---------- ----------
Net Cash Provided by Operating Activities 73,196 74,818
INVESTING ACTIVITIES
Net expenditures on property and equipment (32,046) (23,815)
Acquisitions and investments in unconsolidated affiliates
net of cash acquired (84,829) (103)
---------- ----------
Net Cash Used in Investing Activities (116,875) (23,918)
FINANCING ACTIVITIES
Purchase of treasury stock (20,190) (44,538)
Change in long-term debt 1,406 34,381
Change in short-term debt 94,960 (25,611)
Dividends paid (9,204) (8,056)
Other 25 873
---------- ----------
Net Cash Provided by (Used in) Financing Activities 66,997 (42,951)
Effect of exchange rate changes on cash (9,341) (3,268)
---------- ----------
Increase in cash and cash equivalents 13,977 4,681
Cash and Cash Equivalents-Beginning of Year 41,944 16,069
---------- ----------
Cash and Cash Equivalents-End of Period $ 55,921 $ 20,750
========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Donaldson Company, Inc. (the Company) have been prepared in accordance with
accounting principles generally accepted in the United States and the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required for complete financial
statements. In the opinion of management, all adjustments (consisting of only
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine month period ended April 30, 2000
are not necessarily indicative of the results that may be expected for the year
ending July 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in Donaldson Company, Inc.
and subsidiaries' Annual Report on Form 10-K for the year ended July 31, 1999.
Certain amounts in prior periods have been reclassified to conform to the
current presentation. The reclassifications had no impact on the net earnings as
previously reported.
Note B - Net Earnings Per Share
The Company's basic net earnings per share is computed by dividing net earnings
by the weighted average number of outstanding common shares. The Company's
diluted net earnings per share is computed by dividing net earnings by the
weighted average number of outstanding common shares and dilutive shares
relating to stock options.
The following table presents information necessary to calculate basic and
diluted net earnings per common share:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30 April 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Weighted average shares outstanding - Basic 45,723,448 46,465,330 45,948,764 47,142,665
Dilutive share equivalents 825,372 636,375 839,203 655,373
----------- ----------- ----------- -----------
Weighted average shares outstanding - Diluted 46,548,820 47,101,705 46,787,967 47,798,038
=========== =========== =========== ===========
Net earnings for basic and diluted
earnings per share computation $17,450,000 $17,418,000 $51,864,000 $43,959,000
----------- ----------- ----------- -----------
Net earnings per share - Basic $ .38 $ .37 $ 1.13 $ .93
=========== =========== =========== ===========
Net earnings per share - Diluted $ .38 $ .37 $ 1.11 $ .92
=========== =========== =========== ===========
</TABLE>
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Note C - Comprehensive Income
The Company reports Accumulated Other Comprehensive Income as a separate item in
the shareholders' equity section of the balance sheet. Other comprehensive
income consists solely of foreign currency translation adjustments. Total
comprehensive income and its components are as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30 April 30
--------------------- ---------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net earnings $ 17,450 $ 17,418 $ 51,864 $ 43,959
Foreign currency translation adjustment (2,767) (5,872) (2,840) 672
-------- -------- -------- --------
Total other comprehensive income $ 14,683 $ 11,546 $ 49,024 $ 44,631
======== ======== ======== ========
</TABLE>
Note D - Segment Reporting
The Company has two reportable segments, Engine Products and Industrial
Products, that have been identified based on the internal organization
structure, management of operations and performance evaluation. Segment detail
is summarized as follows (in thousands):
<TABLE>
<CAPTION>
Engine Industrial Corporate & Total
Products Products Unallocated Company
--------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Three Months Ended
April 30, 2000:
Net sales $ 174,183 $ 111,094 $ 285,277
Earnings before income taxes 16,226 13,351 $ (4,648) 24,929
April 30, 1999:
Net sales 157,839 86,380 244,219
Earnings before income taxes 19,931 11,899 (8,062) 23,768
Nine Months Ended:
April 30, 2000:
Net sales 495,561 295,522 791,083
Earnings before income taxes 49,601 41,051 (16,560) 74,092
April 30, 1999:
Net sales 450,323 239,576 689,899
Earnings Before income taxes $ 49,430 $ 25,215 $ (11,846) $ 62,799
</TABLE>
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Note E - New Accounting Standards
SFAS 133 "Accounting for Derivative Instruments and Hedging Activities" is
effective for fiscal years beginning after June 15, 2000. SFAS 133 requires a
company to recognize all derivatives on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through income.
If the derivative is a hedge, depending on the nature of the hedge, changes in
the fair value of the hedged assets, liabilities, or firm commitments are
recognized through earnings or in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. The Company will be
implementing SFAS 133 for its fiscal year 2001. The Company has not yet
determined what the complete effect of SFAS 133 will be on earnings and the
financial position of the Company, although it is not expected to have a
material impact on the Company's financial position or results of operations.
Note F - Acquisitions
During the second quarter of fiscal 2000, the Company acquired all the
outstanding shares of AirMaze Corporation for cash consideration of
approximately $31 million. The acquisition has been accounted for as a purchase
with the results of operations included subsequent to the acquisition date. The
purchase price will be allocated based on the fair value of assets and
liabilities purchased, with the remainder of the purchase price being assigned
to goodwill, which will be amortized over 20 years. Pro forma results have not
been disclosed as they are not material. As the Company is continuing to gather
information to determine the proper purchase price allocation, at this time the
allocation is not final.
During the third quarter of fiscal 2000, the Company acquired the DCE dust
control business of Invensys, plc for cash consideration of approximately $54
million. The acquisition has been accounted for as a purchase with the results
of operations included beginning February 1, 2000. The purchase price will be
allocated based on the fair value of assets and liabilities purchased, with the
remainder of the purchase price being assigned to goodwill, which will be
amortized over 20 years. Pro forma results have not been disclosed as they are
not material. As the Company is continuing to gather information to determine
the proper purchase price allocation, at this time the allocation is not final.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
The Company generated $73.2 million of cash and cash equivalents from operations
during the first nine months of fiscal 2000. Operating cash flows decreased from
the prior year period primarily due to an increase in inventory levels compared
to a decrease for the same period in the prior year. This decrease in cash flows
was offset by an increase in accounts payable and other accruals compared to the
prior year. These cash flows, plus borrowings from the Company's credit
7
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facility, were used primarily to support $32.0 million in capital additions,
complete business acquisitions totaling $84.8 million, repurchase $20.2 million
of treasury stock and for the payment of $9.2 million in dividends during the
first nine months of fiscal 2000. At the end of the third quarter, the Company
had remaining authority to purchase approximately 2.7 million shares of common
stock under the share repurchase program authorized in November 1998.
At the end of the third quarter, the Company held $55.9 million in cash and cash
equivalents. Short-term debt totaled $106.7 million, up from $20.3 million at
July 31, 1999. Long-term debt of $92.3 million at April 30, 2000 (an increase of
$5.6 million since July 31, 1999), represented 24.5% of total long-term capital,
down slightly from 24.8% at July 31, 1999.
The Company believes that the combination of present capital resources,
internally generated funds, and unused financing sources are more than adequate
to meet cash requirements for the next twelve month period.
During the second quarter of fiscal 2000 the Company completed the purchase of
all of the outstanding shares of AirMaze Corporation, a privately held supplier
of heavy duty air and liquid filters, air/oil separators and high purity air
filter products. This acquisition supports the Company's strategy of providing a
comprehensive line of filtration and exhaust products for customers around the
world and expands its presence in the industrial compressor market. AirMaze has
manufacturing facilities in Stow, OH, Greeneville, TN, and Carpinteria, CA and
are a part of the Company's Engine Products segment.
During the third quarter of fiscal 2000, the Company acquired the DCE dust
control business of Invensys plc, for cash consideration of approximately $54
million. DCE, headquartered in Leicester, England (UK) is a major participant in
the global dust collection industry. The acquisition strengthens the Company's
presence in the industrial dust collection market complementing the capability
of the Company's dust collection business unit. DCE operations are a part of
the Company's Industrial Products segment. The Company previously filed a report
on Form 8-K on December 14, 1999 describing the acquisition.
Results of Operations
The Company has two reportable segments: Engine Products and Industrial
Products. The Engine Products segment sells to original equipment manufacturers
(OEMs) in the construction, industrial, mining, agriculture and transportation
markets and to independent distributors, OEM dealer networks, private label
accounts and large private fleets. Products include air intake systems, exhaust
systems, liquid filtration systems and replacement filters. The Industrial
Products segment sells to various industrial end-users, OEMs of gas-fired
turbines, OEMs and end users requiring highly purified air. Products include
dust, fume and mist collectors, static and pulse-clean air filter systems and
specialized air filtration systems.
The Company reported net earnings for the third quarter ended April 30, 2000 of
$17.5 million, up slightly from the $17.4 million recorded in the third quarter
last year. Relative to the prior year, the positive impact of higher revenue was
offset by lower operating margins and a higher tax rate for the quarter. Total
net sales for the three months ended April 30, 2000 of $285.3 million were up
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16.8% from prior year sales of $244.2 million. Businesses acquired in this
fiscal year contributed $22.4 million of revenue in the third quarter. Excluding
the impact of acquisitions, sales were up 7.7% from the comparable quarter last
year. Diluted net earnings per share were 38 cents, up 2.7% from prior year
diluted net earnings per share of 37 cents as the average number of shares
outstanding decreased 1.2% compared to the prior year period.
For the nine months ended April 30, 2000, net earnings were $51.9 million, up
18.0% from the $44.0 million recorded in the same period in the prior year.
Total net sales for the nine months ended April 30, 2000 of $791.1 million were
up 14.7% from prior year sales of $689.9 million. Businesses acquired in this
fiscal year contributed $27.4 million of revenue year to date. Excluding the
impact of acquisitions, sales were up 10.7% from the prior year. Diluted net
earnings per share were $1.11, up 20.7% from the prior year's diluted net
earnings per share of 92 cents.
For the third quarter, both the Engine Products and Industrial Products segments
continued to show strong growth in net sales. Net sales in the Engine Products
segment increased 10.4% from the same period in the prior year. This increase
was led by strong sales in aftermarket products which increased by 28.9% from
the third quarter in the prior year. Excluding the impact of the AirMaze
acquisition, aftermarket product sales were up 15.8%. Sales in off-road products
also contributed to the Engine Products segment net sales growth with an
increase of 12.7% from the third quarter in the prior year. These increases were
offset by a decrease in net sales of transportation products of 18.1% from the
third quarter in the prior year. This sharp decline in shipments of "on-road"
products is primarily due to lower sales of automotive products.
The Industrial Products segment showed a 28.6% increase in net sales from the
same period in the prior year. Within the Industrial Products segment, gas
turbine products continued to show strong net sales growth with sales up 20.6%
from the same period in the prior year. Sales in high purity products posted an
11.7% increase from the same period in the prior year primarily due to continued
strength in the disk drive market. Sales of dust collection products increased
by 44.9% from the same period in the prior year. Excluding the impact of the DCE
acquisition, dust collection product sales were up 7.3%.
Consolidated gross margin for the third quarter of fiscal 2000 was 29.7%, which
was down slightly from the same quarter last year. This decrease was due to
several factors including one-time costs associated with product moves and plant
start-ups in the United States and one-time asset write-offs in various
locations. Gross margin for the nine months ended April 30, 2000 and April 30,
1999 was 30.1% and 28.8%, respectively.
Operating expenses during the third quarter of fiscal 2000 were $58.8 million
(20.6% of sales), compared to $49.9 million (20.4% of sales) in the same quarter
of fiscal 1999. The sharp increase in operating expenses relative to the prior
year reflects higher sales levels in our base business and the impact of the
acquired DCE business. The inclusion of DCE causes operating expenses as a
percentage of reported sales to increase because the DCE business, like our
Torit dust collection business, has relatively high operating expenses (mostly
selling expenses). In addition, about $0.6 million of goodwill related to the
acquisition of DCE and AirMaze was recorded in the third quarter of fiscal 2000.
9
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Other income for the current quarter ended increased $0.6 million compared to
the same period in the prior year. Other income for the current three month
period consisted of interest income of $0.6 million, income from unconsolidated
affiliates of $0.8 million, income from royalty payments on product and
technology licenses of $0.4 million, offset by other expense of $0.1 million.
For the year, other income decreased $1.9 million compared to the same period in
the prior year.
For the nine months to date, the effective income tax rate of 30% is consistent
with the 1999 fiscal year rate. In the third quarter of this year the tax rate
of 30% is unchanged from the previous two quarters of the fiscal year. However,
the tax rate in the third quarter last year was unusually low at 26.7%. The low
rate recorded last year was a one-time adjustment required to achieve a 30% tax
rate for the full year in fiscal 1999, compared to 32% in fiscal year 1998.
Hard order backlogs--goods scheduled for delivery in 90 days -- of $175.2
million for the third quarter of fiscal 2000 are up 17.6% from the same period
in the prior year and up 6.0% from the prior quarter end. Excluding the impact
of acquisitions, hard order backlogs were up 7.6% relative to the same period in
the prior year and down 3.0% from the prior quarter. The increase in backlog
from the prior year indicates that the revenue pace remains strong. The decrease
in backlog from the prior quarter (excluding the impact of the acquisitions)
reflects a slight slow down in demand in the Engine Products segment as well as
a decrease in backlog for gas turbine products in the Industrial Products
segment following an exceptionally strong quarter of shipments.
The US dollar has had a mixed impact for the quarter and year to date relative
to the currencies of foreign countries where the Company operates. The weakening
of the dollar in Japan has had positive effects on net income, while the
strengthening of the dollar in Europe contributed negatively for both the
third quarter and year to date. The impact of foreign exchange translation on
net sales was a negative $4.1 million for the three months ended April 30, 2000
and a negative $4.6 million for the nine months ended April 30, 2000.
Forward-Looking Statements
The Company desires to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and is making this cautionary
statement in connection with such safe harbor legislation. The Company's Annual
Report to Shareholders, any Form 10-K, Form 10-Q or Form 8-K of the Company or
any other written or oral statements made by or on behalf of the Company may
include forward-looking statements which reflect the Company's current views
with respect to future events and financial performance. The words "believe,"
"expect," "anticipate," "intends," "estimate," "forecast," "project," "should"
and similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. All
forecasts and projections in this Form 10-Q are "forward-looking statements,"
and are based on management's current expectations of the Company's near-term
results, based on current information available pertaining to the Company,
including the risk factors noted below.
The Company wishes to caution investors that any forward-looking statements made
by or on behalf of the Company are subject to uncertainties and other factors
that could cause actual results
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to differ materially from such statements. These uncertainties and other risk
factors include, but are not limited to: changing economic and political
conditions in the United States and in other countries, changes in governmental
spending and budgetary policies, governmental laws and regulations surrounding
various matters such as environmental remediation, contract pricing, and
international trading restrictions, customer product acceptance, continued
access to capital markets, and foreign currency risks. For a more detailed
explanation of the foregoing and other risks; see exhibit 99 to the Company's
annual report on Form 10-K for the year ended July 31, 1999 which is filed with
the Securities and Exchange Commission. The Company wishes to caution investors
that other factors may in the future prove to be important in affecting the
Company's results of operations. New factors emerge from time to time and it is
not possible for management to predict all such factors, nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
a combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.
Investors are further cautioned not to place undue reliance on such
forward-looking statements as they speak only to the Company's views as of the
date the statement is made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The Company does not enter into market risk-sensitive instruments
for trading purposes to generate revenues. There have been no
material changes in the reported market risk of the Company since
July 31, 1999. See further discussion of these market risks in the
Donaldson Company, Inc. Annual Report on Form 10-K for the year
ended July 31, 1999.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security holders
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Index
None
(b) Reports on Form 8-K.
Current Report on Form 8-K dated March 21, 2000 reporting on
the March 17, 2000 appointment by the Company's Board of
Directors of Arthur Andersen LLP as the Company's independent
accountants for the fiscal year ending July 31, 2000 replacing
Ernst & Young LLP. The Report includes
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as Exhibit 16.1, a May 21, 2000 letter from Ernst & Young to
the Securities and Exchange Commission stating that it is in
agreement with the revelant sections of the Form 8-K.
12
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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.
DONALDSON COMPANY, INC.
-----------------------
(Registrant)
Date June 14, 2000 By /s/ James R. Giertz
------------------ ----------------------------
James R. Giertz
Senior Vice President and
Chief Financial Officer
Date June 14, 2000 By /s/ Norman C. Linnell
------------------ ----------------------------
Norman C. Linnell
Vice President,
General Counsel and Secretary
13
