FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 0-3947
Hach Company
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(Exact name of Registrant as specified in its charter)
Delaware 42-0704420
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5600 Lindbergh Drive, Loveland, Colorado 80538
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(Address of principal executive offices) (Zip code)
(970) 669-3050
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(Registrant's telephone number including area code)
Not applicable
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(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 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 ____
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of December 10, 1998.
Title Outstanding
Common Stock 8,994,369
Class A Common Stock 8,574,056
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
Summarized Financial Statements
The accompanying Consolidated Balance Sheet as of October 31, 1998 and the
Consolidated Statements of Income and Retained Earnings for the quarters and the
six months ended October 31, 1998 and November 1, 1997 and the Consolidated
Statements of Cash Flows for the six months ended October 31, 1998 and November
1, 1997 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 31, 1998 and November
1, 1997 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 PricewaterhouseCoopers LLP, the Registrant's
independent accountants.
<PAGE>
HACH COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Thousands of Dollars Except Share Data)
(Unaudited)
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
10/31/98 11/1/97 10/31/98 11/1/97
--------- --------- -------- ---------
<S> <C> <C> <C> <C>
Net sales $ 33,414 $ 31,542 $ 70,190 $ 63,956
Cost of sales 16,794 16,010 34,874 32,561
--------- --------- --------- ---------
Gross profit 16,620 15,532 35,316 31,395
Selling, general and administrative expense 9,752 8,782 20,158 17,668
Research and development expense 2,506 2,070 5,008 4,237
--------- --------- --------- ---------
Income from operations 4,362 4,680 10,150 9,490
Interest income 96 119 260 599
Interest expense (540) (516) (1,046) (656)
--------- --------- --------- ---------
Income before income taxes 3,918 4,283 9,364 9,433
Income tax expense 1,368 1,528 3,364 3,358
--------- --------- --------- ---------
Net income 2,550 2,755 6,000 6,075
Retained earnings, beginning of period $ 75,478 $ 68,648 $ 72,628 $ 65,823
Cash dividends (599) (493) (1,199) (988)
--------- --------- --------- ---------
Retained earnings, end of period $ 77,429 $ 70,910 $ 77,429 $ 70,910
========= ========= ========= =========
Net income per common share:
Basic $ 0.15 $ 0.16 $ 0.35 $ 0.32
Diluted $ 0.15 $ 0.16 $ 0.35 $ 0.32
========= ========= ========= =========
Dividends per common share
Common stock $ 0.03 $ 0.03 $ 0.06 $ 0.06
Class A common stock $ 0.04 $ 0.03 $ 0.08 $ 0.06
========= ========= ========= =========
Weighted average shares outstanding
Basic 17,118,745 16,455,936 17,091,293 18,764,029
Diluted 17,213,147 16,567,632 17,192,748 18,836,617
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
HACH COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
<TABLE>
<CAPTION>
OCTOBER 31, 1998 April 30, 1998
---------------- --------------
(Unaudited)
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 5,987 $ 4,358
Marketable securities, available for sale 490 680
Accounts receivable, less reserves
of $351 and $305, respectively 17,783 20,937
Inventories 14,589 15,360
Deferred taxes and other current assets 5,789 5,282
--------- ---------
Total current assets 44,638 46,617
Property, plant and equipment at cost:
Buildings and improvements 32,755 30,615
Machinery and equipment 55,880 52,412
--------- ---------
88,635 83,027
Less allowance for depreciation
and amortization 50,634 47,211
--------- ---------
38,001 35,816
Land 1,091 1,083
--------- ---------
Net property, plant and equipment 39,092 36,899
Marketable securities, available for sale 420 1,018
Acquired product technology 11,894 12,199
Goodwill 3,276 3,204
Other assets 2,323 2,413
--------- ---------
Total Assets $ 101,643 $ 102,350
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
HACH COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
<TABLE>
<CAPTION>
OCTOBER 31, 1998 April 30, 1998
---------------- --------------
(Unaudited)
LIABILITIES
Current liabilities:
<S> <C> <C>
Current portion of long term debt $ 230 $ 1,069
Accounts payable 3,055 4,591
Accrued liabilities:
Compensation 1,352 1,407
Compensated absences 4,260 3,933
Profit sharing 1,750 3,483
Income taxes payable - 720
Other 2,284 1,974
--------- ---------
Total current liabilities 12,931 17,177
Long term debt 33,300 35,994
Other long term liabilities 2,783 2,771
Deferred income taxes 6,360 6,589
--------- ---------
Total liabilities 55,374 62,531
STOCKHOLDERS' EQUITY
Common stock, $1 par value; (authorized
25,000,000 shares; issued 11,622,953 shares 11,623 11,623
Class A Common stock, $1 par value; (authorized
20,000,000 shares; issued 11,622,953 shares 11,623 11,623
Capital contributed in excess of par value 6 -
Retained earnings 77,429 72,714
Unearned ESOP shares (2,470) (2,629)
Accumulated other comprehensive income (loss) 503 (437)
--------- ---------
98,714 92,894
Less: Shares held in treasury at cost:
(2,644,533 Common, 3,065,011 Class A at
October 31, 1998 and 2,667,001 Common,
3,123,074 Class A at April 30, 1998) (52,445) (53,075)
--------- ---------
Total Stockholders' Equity 46,269 39,819
--------- ---------
Total Liabilities and Stockholders' Equity $ 101,643 $ 102,350
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
HACH COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
October 31, 1998 November 1, 1997
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,000 $ 6,075
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation & amortization 3,523 3,104
Benefit for deferred income taxes (434) (250)
Decrease in accounts receivable 3,154 428
(Increase) decrease in inventories 771 (1,101)
(Increase) in prepaid expenses & other assets (302) (21)
Decrease in accounts payable (1,536) (529)
Decrease in accrued liabilities (1,701) (755)
------- -------
Net cash provided by operating activities 9,475 6,951
Cash flows from investing activities:
Capital expenditures (5,306) (4,511)
Purchases of investments - (2,213)
Proceeds from the maturity or sale of short-term investments 788 26,234
(Increase) decrease in long-term assets 67 (280)
------- -------
Net cash (used) provided by investing activities (4,451) 19,230
Cash flows from financing activities:
Dividends paid (1,199) (988)
Proceeds from borrowings - 30,000
Payments on long-term borrowings (3,532) -
Purchases of treasury stock - (60,279)
Exercise of stock options 551 391
------- -------
Net cash used by financing activities (4,180) (30,876)
Effects of exchange rate changes 785 (395)
------- -------
Net increase (decrease) in cash & cash equivalents 1,629 (5,090)
Cash & cash equivalents at the beginning of the period 4,358 14,575
------- -------
Cash & cash equivalents at the end of the period $ 5,987 $ 9,485
======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
HACH COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Financial Statements
The consolidated balance sheet at October 31, 1998 and the consolidated
statements of income and retained earnings and cash flows for the interim
periods ended October 31, 1998 and November 1, 1997, have been prepared by the
Company, without audit. The April 30, 1998 balance sheet was derived from
audited financial statements and as presented does not include all the
disclosures required by generally accepted accounting principles. In the opinion
of management, all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the consolidated financial position, results of
operations and cash flows have been made. These financial statements include
forward looking information as defined by the Private Securities Litigation
Reform Act of 1995 and therefore results of operations for the interim periods
are not necessarily indicative of the operating results for a full year of
future operations.
Certain amounts in the financial statements for April 30, 1998 have been
reclassified to conform with the current periods presentation.
2. Inventories
The components of inventories are: (Thousands of Dollars)
October 31, 1998 April 30, 1998
---------------- --------------
Raw materials and purchased parts $ 4,181 $ 4,545
Work-in-progress 1,526 1,555
Finished goods 8,325 8,882
Resale 557 378
--------- ---------
$ 14,589 $ 15,360
========= =========
3. Investments
During the first quarter of fiscal year 1999 the Company sold approximately
$770,000 of investments previously classified as held-to-maturity. Proceeds from
the sale of these investments were used for the acquisition of Environmental
Test Systems, Inc. (ETS). Upon the sale of the investments the Company realized
a gain of $1,000. In addition, all remaining investments previously classified
as held-to-maturity have been reclassified as available-for-sale. At the time of
the reclassification of these investments had a carrying value of $930,000,
which approximated the fair value. These investments have been reclassified
because of the liquidity needs brought about by the acquisition of ETS on April
30, 1998.
4. Property, Plant and Equipment
The Company capitalizes interest costs on certain assets that require a
period of time to prepare them for their intended use. Total interest costs
incurred during the six month period ended October 31, 1998 and November 1, 1997
respectively, were $1,175,000 and $695,000 respectively, of which $129,000 and
$39,000 were capitalized to fixed assets, respectively.
5. Income Taxes
For all 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 31, 1998 and November 1, 1997 were 35.0% and 35.7% respectively.
6. Earnings Per Share
The Company adopted the Statement of Financial Accounting Standards No.
128, "Earnings Per Share" in the quarter ended January 31, 1998 and all
historical net income per share data presented has been restated to conform to
the provisions of this statement. The standard established a different method of
computing net income per share than was required under the provisions of
Accounting Principles Board Opinion No. 15. The following table reconciles the
basic and diluted earnings per share (EPS) computations as shown on the
Consolidated Statements of Income and Retained Earnings included in this report
on Form 10-Q.
<PAGE>
EARNINGS PER SHARE
(Thousands of Dollars Except Share Data)
(Unaudited)
<TABLE>
Quarter Ended
-------------
October 31, 1998 November 1, 1997
---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Per Per
Share Share
Income Shares Amount Income Shares Amount
Basic earnings per share
Income available to common stockholders $2,550 17,119 $ 0.15 $2,755 16,456 $ 0.16
Effect of dilutive securities
Stock options - 94 - - 112 -
------ ------ ------ ------ ------ ------
Diluted earnings per share
Income available to common stockholders $2,550 17,213 $ 0.15 $2,755 16,568 $ 0.16
====== ====== ====== ====== ====== ======
Six Months Ended
----------------
October 31, 1998 November 1, 1997
---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Per Per
Share Share
Income Shares Amount Income Shares Amount
Basic earnings per share
Income available to common stockholders $6,000 17,091 $ 0.35 $6,075 18,764 $ 0.32
Effect of dilutive securities
Stock options - 102 - - 73 -
------ ------ ------ ------ ------ ------
Diluted earnings per share
Income available to common stockholders $6,000 17,193 $ 0.35 $6,075 18,837 $ 0.32
====== ====== ====== ====== ====== ======
</TABLE>
Options to purchase shares of the Company's common stock of 11,708 for the
quarter ended October 31, 1998 were outstanding but were not included in the
computation of diluted EPS because the price of the options, which range from
$8.0625 to $10.375 per share for the quarter ended October 31, 1998, was greater
than the average market price of the common stock for the period reported. The
outstanding options not included in the calculation for the quarter ended
October 31, 1998 will expire between February 1998 and February 2006.
<PAGE>
7. Recently Issued Financial Accounting Standards
The Company has adopted Statement of Financial Accounting Standards (SFAS)
No. 130, "Reporting Comprehensive Income," which requires that all components of
comprehensive income and total comprehensive income be reported and that changes
be shown in a financial statement displayed with the same prominence as other
financial statements. The Company has decided it will present this information
in its statement of stockholders' equity in its annual financial statements. The
total comprehensive income for the quarters and six months ended October 31,
1998 and November 1, 1997, was comprised of the following:
Quarter Ended
-------------
October 31, 1998 November 1, 1997
---------------- ----------------
Net income $ 2,550 $ 2,755
Foreign currency translation adjustment (990) 702
---------------- ----------------
Comprehensive income $ 1,560 $ 3,457
================ ================
Six Months Ended
----------------
October 31, 1998 November 1, 1997
---------------- ----------------
Net income $ 6,000 $ 6,075
Foreign currency translation adjustment (940) 462
---------------- ----------------
Comprehensive income $ 5,060 $ 6,537
================ ================
<PAGE>
In July 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information,"
which is effective for fiscal years beginning after December 15, 1997. The
interim reporting disclosures are not required in the first year of adoption.
SFAS No. 131 specifies revised guidelines for determining an entity's operating
segments and the type and level of financial information to be disclosed. SFAS
No. 131 changes current practice under SFAS No. 14, "Financial Reporting for
Segments of a Business Enterprise," by establishing a new framework on which to
base segment reporting. The "management" approach expands the required
disclosures for each segment. The Company will adopt SFAS No. 131 in its annual
financial statements for the year ended April 30, 1999 and has not yet
determined the impact of such adoption.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Analysis of Financial Condition:
Cash and short-term investments increased $1,439,000 during the six month
period to $6,477,000. Prior to the purchase of Environmental Test Systems (ETS),
approximately $770,000 of investments used in the transaction had been
classified as held-to-maturity. Upon the sale of these investments, the Company
realized a gain of $1,000. All remaining securities previously classified as
held-to-maturity have been reclassified as available-for-sale. Additionally,
long-term debt decreased during the six month period by $2,694,000 to
$33,300,000.
The Company monitors cash flow and capital expenditures in great detail as
part of its total budgeting process. During fiscal year 1999, the Company
completed the construction of a 66,000 square foot building at the Loveland,
Colorado site. Capital needs in the near future will be for production equipment
as well as computer hardware and software to support distribution, research and
development and administration.
The Company intends to finance its capital projects and dividend payments
through existing cash and cash equivalents, short-term investments, projected
cash flow from operations and bank borrowings.
Year 2000 Computer Systems Compliance
The Year 2000 issue is a result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
or job failure or miscalculations causing disruptions of operations, including,
among other things, a temporary inability to process transactions, send invoices
or engage in similar business activities.
The Company utilizes many different systems and software programs to
process and summarize business transactions. The Company is continuing the
evaluation of its various operating systems and determining the additional
remediation efforts required to ensure that its computer systems will properly
utilize dates beyond December 31, 1999. Preliminary results of this assessment
have revealed that remediation efforts required will vary from system to system.
For example, it appears some systems will not require any additional programming
efforts, while others may require significant programming changes.
The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the Company is
vulnerable to those third parties' failure to remediate their own Year 2000
issue. However, there can be no guarantee that the systems of other companies on
which the Company's systems rely will be timely converted, or that a failure to
convert by another company, or conversion that is incompatible with the
Company's systems, would not have a material effect on the Company.
The Company has also conducted extensive work regarding the status of its
currently available and installed base of products. The Company believes that
its current products are largely Year 2000 compliant. Further information about
the Company's products is available on its Internet Website.
For those systems identified as non-compliant, the Company has begun and,
in certain cases, completed remediation efforts. The Company will utilize both
internal and external resources to reprogram, or replace, and test the software
for Year 2000 modifications. The Company plans to complete the Year 2000 project
during the first half of calendar year 1999. The total cost of the Year 2000
project is estimated to be between $4,000,000 and $6,000,000 and is being funded
through operating cash flows. Of the total project cost, approximately
$3,000,000 is attributable to the purchase of new software or equipment which
will be capitalized. The remaining $1,000,000 to $3,000,000 will be expensed as
incurred. The Company may decide to upgrade versions of the new software
programs which are Year 2000 compliant. In these instances, the Company may
capitalize certain costs of the new system in accordance with current accounting
guidelines.
<PAGE>
The Company presently believes that, with modifications to existing
software and conversions to new software for those sites which it believes may
be affected, the Year 2000 issue can be mitigated. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 issue could have a material adverse impact on the operations of the
Company.
The costs of the project and the date on which the Company plans to
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events including the
continued availability of certain resources, third party modification plans and
other factors. However, there can be no assurance that these estimates will be
achieved, and actual results could differ materially from those plans. Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes, and similar uncertainties.
Recently Issued Financial Accounting Standards
In July 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information,"
which is effective for fiscal years beginning after December 15, 1997. The
interim reporting disclosures are not required in the first year of adoption.
SFAS No. 131 specifies revised guidelines for determining an entity's operating
segments and the type and level of financial information to be disclosed. SFAS
No. 131 changes current practice under SFAS No. 14, "Financial Reporting for
Segments of a Business Enterprise," by establishing a new framework on which to
base segment reporting. The "management" approach expands the required
disclosures for each segment. The Company will adopt SFAS No. 131 in its annual
financial statements for the year ended April 30, 1999 and has not yet
determined the impact of such adoption.
<PAGE>
Results of Operations: Quarter ended October 31, 1998 compared to quarter ended
November 1, 1997.
Net sales increased 5.9% to $33,414,000 from $31,542,000. The increase was
primarily due to the acquisition of Environmental Test Systems, Inc. (ETS) which
was completed on April 30, 1998. For the quarter ended October 31, 1998, ETS'
net sales were $2,016,000. Approximately 60% of ETS' yearly sales are pool and
spa testing products which are seasonal in nature. Historically, about 80.0% of
pool and spa testing products sales occurred between January and July. Exclusive
of ETS, domestic sales increased 1.1% while international net sales decreased
3.4%. Sales throughout Asia, which represent approximately 6.4% of consolidated
sales decreased 23.1% from the prior year's second quarter. Asian sales were
down due to weaker economic conditions and a stronger dollar versuses local
currencies. Sales for the Company's European subsidiary increased approximately
12.3%.
Cost of sales increased 4.9% to $16,794,000 from $16,010,000. This item,
composed of material, labor and product overhead, increased primarily because of
unit volume increases. The gross profit percent increased to 49.7% from 49.2%
due to the mix of products sold.
Selling, general and administrative expense increased 11.1% to $9,752,000
from $8,782,000. The increase was due primarily to the inclusion of selling,
general and administration expenses for ETS in the current quarter amounts.
Research and development expense increased 21.1% to $2,506,000 from
$2,070,000. The increase was due primarily to the inclusion of research and
development expenses for ETS in the current quarter amounts.
Interest income decreased to $96,000 from $119,000. The decrease was due to
lower average investment balances in the current period.
Interest expense increased to $540,000 from $516,000. The increase was due
to higher average borrowings in the current period.
The effective income tax rate was 35.0% in the current period compared to
35.7% in the prior year's period.
<PAGE>
Results of Operations: Six months ended October 31, 1998 compared to six months
ended November 1, 1997.
Net sales increased 9.8% to $70,190,000 from $63,956,000. The increase was
primarily due to the acquisition of Environmental Test Systems, Inc. (ETS) which
was completed on April 30, 1998. For the six months ended October 31, 1998, ETS'
net sales were $6,227,000. Approximately 60% of ETS' yearly sales are pool and
spa testing products which are seasonal in nature. Historically, about 80.0% of
pool and spa testing products sales occurred between January and July. Exclusive
of ETS, domestic sales increased 0.7% while international net sales decreased
1.2%. Sales throughout Asia, which represent approximately 6.4% of consolidated
sales decreased 22% from the prior year's first and second quarter. Asian sales
were down due to weaker economic conditions and a stronger dollar versuses local
currencies. Sales for the Company's European subsidiary increased approximately
12.2%.
Cost of sales increased 7.1% to $34,874,000 from $32,561,000. This item,
composed of material, labor and product overhead, increased primarily because of
unit volume increases. The gross profit percent increased to 50.3% from 49.1%
due to the mix of products sold.
Selling, general and administrative expense increased 14.1% to $20,158,000
from $17,668,000. The increase was due primarily to the inclusion of selling,
general and administration expenses for ETS in the current year amounts.
Research and development expense increased 18.2% to $5,008,000 from
$4,237,000. The increase was due primarily to the inclusion of research and
development expenses for ETS in the current year amounts.
Interest income decreased to $260,000 from $599,000. The decrease was due
to lower average investment balances in the current period.
Interest expense increased to $1,046,000 from $656,000. The increase was
due to higher average borrowings in the current period.
The effective income tax rate was 35.9% in the current period compared to
35.6% in the prior year's period.
Part II. Other Information
Item 1. Legal Proceedings
None
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
On September 15, 1998, Hach Company held its annual meeting of
stockholders. At this meeting, the stockholders were asked to consider and vote
upon a proposal to amend the 1993 Stock Option Plan to authorize the Company to
issue up to an additional 1,500,000 shares of Class A Common Stock under the
plan. A total of 7,921,610 votes were cast of which 7,484,812 were affirmative,
409,410 were negative and 27,388 abstained.
Item 6. Exhibits and Reports on Form 8-K
(a) 1. Report of Independent Accountants.
2. Awareness Letter of Independent Accountants.
3. Financial Data Schedule
(b) During the quarter ended October 31, 1998, the Registrant filed no report
on From 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, thereunto duly authorized.
Hach Company
By: /s/ Bruce J. Hach
----------------------------------------------------
Bruce J. Hach, President and Chief Executive Officer
December 15, 1998
Date
By: /s/ Gary R. Dreher
----------------------------------------------------------
Gary R. Dreher, Vice President and Chief Financial Officer
December 15, 1998
Date
AMENDMENT NO. 1 TO HACH COMPANY 1993 STOCK OPTION PLAN AS AMENDED AND RESTATED
AS OF NOVEMBER 25, 1997
This Amendment No. 1 to the Hach Company 1993 Stock Option Plan, as Amended and
Restated as of November 25, 1997 (the "Plan"), is made by Hach Company, a
Delaware corporation (the "Company") with reference to the following facts:
A. By action of the Board of Directors of the Company on February 24,
1998, the 1993 Stock Option Plan was amended and restated as of
November 25, 1997.
B. Subsequent to that amendment and restatement, the Company has
determined to increase the number of shares of Class A Common Stock,
$1.00 par value, which may be optioned and sold under the Plan, and to
amend Section 3 of the Plan to effect that increase.
C. It is also appropriate to amend Section 8(c) of the Plan to make clear
that only shares of Common Stock may be used to pay for shares
purchased upon exercise of options granted before the establishment of
Class A Common Stock.
Now therefore, the Company, pursuant to action by its board of directors taken
on April 27, 1998, hereby amends the Plan as follows, such amendments to be
effective as of November 25, 1997:
1. The first paragraph of Section 3 of the Plan is amended to read in
full as follows:
Subject to the provisions of Section 11 of the Plan, the maximum
aggregate number of Shares which may be optioned and sold under the
Plan is Six Hundred Twenty-Five Thousand (625,000) shares of Common
Stock and Two Million, One Hundred Twenty-Five Thousand (2,125,000)
shares of Class A Common Stock. The Shares may be authorized, but
unissued, or reacquired shares of Stock.
2. Section 8(c) of the Plan is amended to read in full as follows:
(c) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be
determined by the Board at the time of grant and may consist of cash
and/or check. Payment may also be made by delivering a properly
executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company the amount of sale proceeds
necessary to pay the exercise price. An Optionee may also in addition
pay all or part of the purchase price with Shares of Common Stock
and/or Shares of Class A Common Stock, provided, however that in the
case of Options granted before September 10, 1997, the date the
Company's dual class capital structure became effective, options must
be exercised in tandem (i.e. both the option of Common Stock and the
companion option on Class A Common Stock which resulted from the
change to a dual class capital structure must be exercised at the same
time) and, provided further, that the number of shares of each class
which may be so utilized in payment of the options shall be subject to
such additional rules and restrictions as the Committee or Board may
promulgate for such exercises. Shares used to pay the exercise price
shall be valued at their fair market value on the exercise date. With
the approval of the Board, the Optionee may borrow from the Company
all or any portion of the funds needed to pay the price on such terms
and conditions as the Board deems appropriate, provided that (i) the
interest rate for any such loan by the Company shall not be less than
the "applicable federal rate" (as defined by Code Section
127(d)(1)(A)) in effect on the date of such loan or any other rate as
necessary to avoid the imputation of interest under the Code or other
applicable law, (ii) proceeds of the loan are used solely to pay the
exercise price of an Option granted pursuant to this Plan, and (iii)
the Optionee executes a promissory note and such other documents as
the Board deems appropriate to evidence the Optionee's indebtedness to
the Company, and pledges the Shares received in exchange for such
borrowed funds as collateral for such loan.
3. The foregoing amendment to Section 3 shall require approval of or
ratification by the stockholders of the Company.
Adopted pursuant to Board Resolution of April 27, 1998 and subject to
Stockholder approval.
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This First Amendment to Revolving Credit Agreement made this 20th day of
February 1998, among HACH COMPANY, a Delaware corporation, and HACH EUROPE
S.A./N.V., A Belgian limited liability company (collectively the "Borrower"),
and U.S. BANK NATIONAL ASSOCIATION f/k/a COLORADO NATIONAL BANK ("Lender").
Whereas, the parties have heretofore entered into that certain Revolving Credit
Agreement dated as of July 7, 1997, (the "Agreement"); and
Whereas, the parties desire to amend the Agreement as hereinafter provided.
Now, therefore, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby covenant and agree as
follows:
1. Effective January 5, 1998, the following definition is amended in its
entirety to read as follows:
"Adjusted Eurodollar Rate" means, for any Interest Rate Determination
Date, the rate per annum obtained by dividing (i) the London Interbank
Offered Rate (expressed as a rate per annum and rounded upward to the
nearest 1/16 of one percent) appearing on the Telerate system (as
quoted by the Bank's standard administrative procedures) on such
Interest Rate Determination Date for U.S. dollar deposits of amounts
in same day funds comparable to the principal amount of the Eurodollar
Loan for which the Adjusted Eurodollar Rate is then being determined
with maturities comparable to the Interest Period for which such
Adjusted Eurodollar Rate will apply by (ii) a percentage equal to 100%
minus the actual rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other
reserves) actually imposed on the Bank on such Interest Rate
Determination Date.
2. The following is added as Section 8.7(g):
(g) Liens of an entity acquired by the Borrower which exist at the
time of acquisition, provided that:
(i) such entity is maintained as a separate corporate or other
limited liability subsidiary; and
(ii) such lien is nonrecourse to Borrower or its assets.
3. Unless otherwise provided herein, the defined terms shall have their
ascribed meanings as provided in the Agreement.
4. This Amendment may be executed in counterparts.
5. The Agreement, as amended hereby, and the Note is hereby ratified and
confirmed between the parties.
<PAGE>
In witness whereof, the parties have executed this First Amendment to
Warehousing Credit and Security Agreement as of the day and year first-above
written.
COMPANY:
HACH EUROPE S.A./N.V.,
a Belgian limited liability company
By: /s/ Bruce J. Hach
----------------------------------------------------
Bruce J. Hach, President and Chief Executive Officer
HACH COMPANY
By: /s/ Bruce J. Hach
----------------------------------------------------
Bruce J. Hach, President and Chief Executive Officer
LENDER:
U.S. BANK NATIONAL ASSOCIATION
f/n/a COLORADO NATIONAL BANK
By: /s/ Brian T. McKinney
---------------------------------
Brian T. McKinney, Vice President
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Second Amendment to Revolving Credit Agreement made this 10th day of
October 1998, among HACH COMPANY, a Delaware corporation, and HACH EUROPE
S.A./N.V., A Belgian limited liability company (collectively the "Borrower"),
and U.S. BANK NATIONAL ASSOCIATION f/k/a COLORADO NATIONAL BANK ("Lender").
Whereas, the parties have heretofore entered into that certain Revolving Credit
Agreement dated as of July 7, 1997, as amended by the First Amendment dated 20th
day of February, 1998 (collectively the "Agreement"); and
Whereas, the parties desire to amend the Agreement as hereinafter provided.
Now, therefore, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby covenant and agree as
follows:
1. The introductory paragraph of Section 3.3(b) is amended in its
entirety to read as follows:
(b) Selection of Interest Periods. The Borrower shall select an
interest period (each, an "Interest Period") to be applicable to
each Eurodollar Loan, pursuant to the applicable notice of
Borrowing or Notice of Conversion/Continuation, as the case may
be, which Interest Period shall be, at the Borrower's option, a
30-, 60-, 90-, 180- or 360-day period; provided, that all of the
following shall be satisfied with respect thereto:
2. Section 8.6(f) is amended in its entirety to read as follows:
(f) Indebtedness related to Capitalized Leases providing for
aggregate outstanding liabilities of not more than $5,000,000;
3. Section 8.7(e) is amended in its entirety to read as follows:
4. Unless otherwise provided herein, the defined terms shall have their
ascribed meanings as provided in the Agreement.
5. This Amendment may be executed in counterparts.
6. The Agreement, as amended hereby, and the Note is hereby ratified and
confirmed between parties.
In witness whereof, the parties have executed this First Amendment to
Warehousing Credit and Security Agreement as of the day and year first-above
written.
COMPANY:
HACH EUROPE S.A./N.V.,
a Belgian limited liability company
By: /s/ Bruce J. Hach
----------------------------------------------------
Bruce J. Hach, President and Chief Executive Officer
HACH COMPANY
By: /s/ Bruce J. Hach
----------------------------------------------------
Bruce J. Hach, President and Chief Executive Officer
LENDER:
U.S. BANK NATIONAL ASSOCIATION
f/n/a COLORADO NATIONAL BANK
By: /s/ Brian T. McKinney
---------------------------------
Brian T. McKinney, Vice President
[Letterhead]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and
Board of Directors of
Hach Company:
We have reviewed the accompanying consolidated balance sheet of Hach Company and
Subsidiaries as of October 31, 1998, the related consolidated statements of
income and retained earnings for the three and six month periods ended October
31, 1998 and November 1, 1997 and the related consolidated statements of cash
flows for the six month periods ended October 31, 1998 and November 1, 1997.
These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of the interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
PRICEWATERHOUSECOOPERS LLP
Denver, Colorado
November 18, 1998
[Letterhead]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Hach Company and Subsidiaries
Registration on Form S-8
Gentlemen:
We are aware that our report dated November 18, 1998 on our review of interim
financial information of Hach Company and Subsidiaries for the three-month and
six-month periods ended October 31, 1998, and included in this quarterly report
on Form 10-Q for the three months then ended, is incorporated by reference into
the registration statements of Hach Company and Subsidiaries on Form S-8 File
No. 333-39675), Form S-8 (File No. 33-90584), Form S-8 (File No. 33-64793), and
Form S-8 (File No. 33-39019). Pursuant to Rule 436(c) under the Securities Act
of 1933, this report should not be considered a part of the registration
statements prepared or certified by us within the meaning of Section 7 and 11 of
that Act.
PRICEWATERHOUSECOOPERS LLP
Denver, Colorado
December 10, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED BALANCE SHEETS ON
PAGES 3, 4 AND 5 OF THE COMPANY'S FROM 10-Q FOR THE QUARTERLY PERIOD ENDING
OCTOBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000044764
<NAME> HACH COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> MAY-01-1998
<PERIOD-END> OCT-31-1998
<CASH> 5,987
<SECURITIES> 910
<RECEIVABLES> 18,134
<ALLOWANCES> 351
<INVENTORY> 14,589
<CURRENT-ASSETS> 45,058
<PP&E> 89,726
<DEPRECIATION> 50,634
<TOTAL-ASSETS> 101,643
<CURRENT-LIABILITIES> 12,931
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0
0
<COMMON> 23,246
<OTHER-SE> 23,023
<TOTAL-LIABILITY-AND-EQUITY> 101,643
<SALES> 70,190
<TOTAL-REVENUES> 70,190
<CGS> 34,874
<TOTAL-COSTS> 34,874
<OTHER-EXPENSES> 25,166
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,046
<INCOME-PRETAX> 9,364
<INCOME-TAX> 3,364
<INCOME-CONTINUING> 6,000
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