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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MAY 28, 1994 COMMISSION FILE NO. 1-6651
HILLENBRAND INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1160484
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 STATE ROUTE 46 EAST 47006-8835
BATESVILLE, INDIANA (Zip Code)
(Address of principal
executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (812) 934-7000
NOT APPLICABLE
(Former name, former address and former
fiscal year, if changes 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 ISSUER'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
Common Stock, without par value - 71,187,992 as of July 5, 1994.
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1
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HILLENBRAND INDUSTRIES, INC.
INDEX TO FORM 10-Q
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheet, Exhibit 1
5/28/94 and 11/27/93
Consolidated Income for the Three Months Exhibit 1
and Six Months Ended 5/28/94 and 5/29/93
Consolidated Cash Flows for the Six Months Exhibit 1
Ended 5/28/94 and 5/29/93
Supplementary Financial Information 3-4
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 4-8
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security
Holders 8
Item 6 - Exhibits and Reports on Form 8-K 9
SIGNATURES 9
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following unaudited, condensed consolidated financial
statements appear in Exhibit 1 to this quarterly report on Form
10-Q which financial statements are attached hereto and
incorporated herein by reference:
Consolidated Balance Sheet, 5/28/94 and 11/27/93
Consolidated Income for the Three Months and Six Months
Ended 5/28/94 and 5/29/93
Consolidated Cash Flows for the Six Months
Ended 5/28/94 and 5/29/93
The unaudited, condensed consolidated financial statements appearing in Exhibit
1 to this quarterly report on Form 10-Q, which are incorporated herein by
reference, should be read in conjunction with the financial statements and notes
thereto included in the Company's latest annual report. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. The statements herein have been prepared in accordance with the
Company's understanding of the instructions to Form 10-Q. In the opinion of
management, such financial statements include all adjustments necessary to
present fairly the financial position, results of operations, and cash flows,
for the interim periods.
Filed as part of this report:
Supplementary Balance Sheet Information
(Pertaining to non-insurance assets and consolidated shareholders' equity)
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
----------------------
5/28/94 11/27/93
------------- --------------
<S> <C> <C>
Allowance for possible losses and
discounts on trade receivables... $ 10,479 $ 11,271
Accumulated depreciation of equipment
leased to others and property... 499,600 460,443
Accumulated amortization of intangible
assets........................... 125,341 119,258
3
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<CAPTION>
5/28/94 11/27/93
------- --------
Capital Stock:
Preferred stock, without par value:
Authorized 1,000,000 shares;
Shares issued..................... None None
Common stock, without par value:
Authorized 199,000,000 shares;
Shares issued..................... 80,323,912 80,323,912
</TABLE>
Supplementary Income Statement Information
Earnings per common share were computed by dividing net income by the average
number of common shares, including restricted shares issued to employees,
outstanding during each period (71,411,324 for the three months of 1994;
71,394,798 for the six months of 1994; 71,502,623 for the three months of 1993;
and 71,534,854 for the six months of 1993). Under a program begun in 1983, the
Company has acquired to date 10,367,872 shares of common stock of which
1,483,352 shares have been reissued for general corporate purposes. The
remaining treasury stock has been excluded in determining the average number of
shares outstanding during each period. Common share equivalents arising from
shares awarded under the Senior Executive Compensation Program which was
initiated in fiscal year 1978 have also been excluded from the computation
because of their insignificant dilutive effect.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
SECOND QUARTER 1994 COMPARED TO YEAR END 1993
Liquidity:
Net cash generated from operating activities and selected borrowings represent
the Company's primary sources of funds for growth of the business, including
capital expenditures and acquisitions. Cash and cash equivalents (excluding
investments of the insurance operation) declined from $210.2 million at the end
of fiscal 1993 to $175.3 million at the end of the second quarter of 1994.
4
<PAGE>
Net cash flow from operating activities in the first six months of $85.3 million
was up $17.6 million compared with the first six months of 1993 due to a smaller
increase in net working capital and higher cash flows from insurance operations.
Excluding working capital acquired, accounts receivable declined $3.4 million
from year end 1993 compared with a $7.1 million increase between year end 1992
and the second quarter of 1993. Accrued expenses increased $5.5 million in the
first two quarters of 1994 versus a $21.7 million decrease in the comparable
period in 1993. Other cash outflows of $12.7 million in 1994 primarily
represents deferred loan expense relative to the debentures issued in the first
quarter, net cash flow relative to the Company's corporate-owned life insurance
program and accrued investment income from insurance operations. In 1993, this
line included the liability associated with Forethought's purchase of
mortgage-backed dollar roll contracts, the cash flow effect of which was offset
in the investments line.
The decline in accounts receivable (excluding acquisitions) from year-end was
due to lower sales at Hill-Rom, partially offset by higher revenues at SSI.
Days sales outstanding (including the effect of acquisitions) was 69 at the end
of the second quarter compared with 70 at year-end.
Annualized inventory turns on revenues was 12.0 at quarter-end, down from 14.7
at year-end due to inventories relative to acquisitions occurring in the first
quarter and, to a lesser extent, lower shipments at Hill-Rom.
Accounts payable and accrued expenses were below year-end levels due to
incentive compensation payments throughout the Company in the first quarter and
lower shipments and production at Hill-Rom in the first and second quarters,
partially offset by liabilities assumed in acquisitions.
Capital spending of $54.1 million in the first two quarters was slightly ahead
of the $53.2 million in the first six months of 1993. The production of fewer
therapy units at SSI was offset by higher investments in other areas of the
Health Care segment.
Acquisition payments of $45.5 million (occurring in the first quarter) consisted
primarily of the purchase of L. & C. Arnold AG, a German manufacturer of
hospital and nursing home beds. In addition, Batesville Casket acquired
Industrias Arga, S.A. de C.V., a Mexican casket manufacturer and distributor,
and Lincoln Casket Company, a casket distributor based in Detroit, Michigan.
The net cash flow represented by the change in insurance benefit reserves,
unearned revenue and deferred acquisition costs is primarily a function of
policy sales, which were up significantly in the first six months of 1994 versus
the comparable period in 1993.
5
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Capital Resources:
In the first quarter of 1994, the Company issued $100.0 million of its 7%
Debentures due February 15, 2024, the proceeds of which are to be used for
general corporate purposes. In the second quarter, a $75.0 million unsecured
promissory note (which was classified as current debt at year end 1993) was
prepaid without penalty. The long-term debt-to-equity ratio was 29.6% at the
end of the second quarter compared with 16.9% at the end of 1993. Additional
debt capacity affords the Company considerable flexibility in the funding of
internal and external growth.
RESULTS OF OPERATIONS
SECOND QUARTER 1994 COMPARED TO SECOND QUARTER 1993
Net revenues of $382.7 million were up $17.3 million, or 4.7%, with growth
reported in both segments. In the Funeral Services segment, Batesville Casket's
unit volume was negatively affected by a decline in the death rate. Typically,
the seasonal spike in the death rate due to pneumonia and influenza occurs in
the first quarter. In 1993, the spike occurred in the second quarter, resulting
in a difficult comparison between the 1993 and 1994 second quarters. This drop
in unit volume was more than offset by a moderate price increase which took
effect in the second quarter of 1994 and increased sales of cremation products.
Additionally, certain marketing programs have had a favorable effect on
Batesville's market share of caskets. At Forethought, earned premium revenue
was up due to increased insurance in force, and higher investment income was
driven by a larger invested asset base, partially offset by lower yields.
Revenue growth in the Health Care segment was mainly attributable to increased
units in use in all product lines and market segments at SSI. There has,
however, been a slight shift toward lower priced products. Hill-Rom's sales
were negatively affected by a slowdown in new orders as a result of market
uncertainty related to pending health care reform in Washington. Sales in
Europe were up compared with the second quarter of 1993 due to sales at
Hill- Rom's German subsidiary L. & C. Arnold, which was acquired in the first
quarter of this year. Sales at Block Medical continue to trail 1993 results.
Medeco Security Locks recorded double digit sales growth in the second quarter,
with all sales channels in both the U.S. and Europe showing improvement.
Gross profit of $178.9 million was up $3.5 million or 2.0%. Lower casket unit
volume at Batesville Casket had a slightly negative effect on the Funeral
Services' profit margin. Fixed cost control and ongoing productivity
improvements mitigated the volume shortfall. In the Health Care segment, SSI's
U.S. operating results improved but were partially offset by disappointing
results in Europe. Hill-Rom's gross profit margins were negatively affected by
the volume shortfall and by increased used furniture sales and growth in Europe
where margins are lower.
6
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Administrative, distribution and selling expenses increased $7.6 million, or
6.7%, from the second quarter of 1993. As a percentage of revenues, these
expenses increased from 31.1% to 31.7%. The Funeral Services segment was
marginally affected by lower casket unit volume. In the Health Care Segment,
lower depreciation expense relative to the acquisition of SSI was offset by
sales shortfalls at Hill-Rom, costs associated with the acquisition and
rationalization of operations in Europe, higher product development costs and
expenses related to the integration of Hill-Rom and SSI.
Interest expense increased $1.4 million, or 25.9%, compared with the second
quarter of 1993 due to the issuance of debentures in the first quarter of 1994,
partially offset by the prepayment of the $75.0 promissory note and lower debt
associated with the acquisition of LeCouviour.
Other income, net, consisting of investment income and miscellaneous income and
expense, of $1.8 million was equal to the second quarter of 1993. Investment
income was up due to higher average levels of interest-earning assets, partially
offset by lower yields. This was offset by unfavorable foreign currency
transaction adjustments and lower death benefits associated with the Company's
corporate-owned life insurance program.
The Company's effective income tax rate was 38.2% in the second quarter of 1994
compared with 38.0% in the same period last year. An increase in the Federal
statutory rate was mostly offset by a decrease in the state effective rate.
SIX MONTHS ENDED MAY 28, 1994 COMPARED TO SIX MONTHS ENDED MAY 29, 1993
Since many of the factors affecting second quarter results also affected first
quarter and year to date results refer to the discussion of second quarter
results for additional analysis.
Net revenues were up $46.3 million, or 6.5%, with both segments reporting
increases. In the Funeral Services segment, Batesville Casket's casket unit
volume shortfall in the second quarter was more than offset by strong growth in
the first quarter (against a relatively weak 1993 first quarter) with unit
volume up on a year to date basis. First quarter shipments at Hill-Rom were
flat in the U.S. and down in Europe with combined shipments below 1993 on a year
to date basis. SSI's performance between the first and second quarter was
consistent relative to the same periods in 1993. Sales at both Block and
Medeco, compared with 1993, were better in the second quarter than in the first
quarter.
Gross profit of $357.1 million was up $15.2 million, or 4.5%, compared with the
first six months of 1993. These year to date results reflect the stronger
revenue performance of Batesville Casket and Hill-Rom in the first quarter of
1994 relative to the second quarter.
7
<PAGE>
Administrative, distribution and selling expenses increased $13.0 million, or
5.9%, and as a percentage of revenues declined slightly to 30.8% versus 31.0% in
the first two quarters of 1993. First quarter revenue growth was mostly offset
by the second quarter revenue shortfall and costs relative to European
operations at Hill-Rom.
Management believes the slowdown in earnings is not indicative of any
fundamental change in the Company's operations nor market share, but rather is a
symptom of the current 'wait and see' attitude by Hill-Rom's customers stemming
from the uncertainty and continued delays in health care reform in Washington.
Despite the slowdown in earnings during the quarter, management expects growth
in earnings for the full year.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
The Company held its Annual Meeting of shareholders on April 5, 1994. Matters
voted upon by proxy were: the election of four directors nominated for three
year terms expiring in 1997, and the ratification of the Board of Directors'
appointment of Price Waterhouse as independent auditors for the Company.
<TABLE>
<CAPTION>
Voted Voted Withheld/ Broker
For Against Abstained Non-Vote
----- ------- --------- --------
Election of directors in Class I for
terms expiring in 1997:
<S> <C> <C> <C> <C>
Peter F. Coffaro 58,782,048 200,742 0 0
Edward S. Davis 58,782,048 200,742 0 0
Leonard Granoff 58,782,048 200,742 0 0
W August Hillenbrand 58,782,048 200,742 0 0
Messrs. Lawrence R. Burtschy, Daniel A. Hillenbrand and
Ray J. Hillenbrand will continue to serve as Class II
directors and Messrs. John C. Hancock, George M. Hillenbrand II,
John A. Hillenbrand II and Lonnie M. Smith will continue to
serve as Class III directors.
Robert K. Bellamy, who was serving as a Class II director,
passed away on June 5, 1994. A determination as to his
successor has not been made at this time.
Proposal to ratify Price Waterhouse
as the Company's independent
auditors: 58,885,348 44,326 53,116 0
</TABLE>
8
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
The unaudited, condensed consolidated financial statements for
the second quarter ended May 28, 1994 are attached hereto as
Exhibit 1.
B. Reports on Form 8-K
There were no reports filed on Form 8-K during the second quarter
ended May 28, 1994.
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.
HILLENBRAND INDUSTRIES, INC.
DATE: July 11, 1994 BY: /S/ Tom E. Brewer
------------------
Tom E. Brewer
Senior Vice President
and Chief Financial Officer
DATE: July 11, 1994 BY: /S/ JAMES D. VAN DE VELDE
--------------------------
James D. Van De Velde
Vice President - Controller
9
<PAGE>
HILLENBRAND INDUSTRIES, INC. AND SUBSIDIARIES EXHIBIT I
FINANCIAL STATEMENTS (Unaudited)
Consolidated Cash Flows
<TABLE>
<CAPTION> (In Thousands)
Six Months Ended
05/28/94 05/29/93
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . .$ 70,449 $ 70,946
Adjustments to reconcile net income
to net cash flows from operating
activities:
Depreciation and amortization . . . . . 47,344 47,946
Change in noncurrent deferred
income taxes . . . . . . . . . . . . . (5,679) (8,096)
Change in net working capital
excluding cash, current debt
and acquisitions . . . . . . . . . . . (21,318) (42,865)
Change in insurance items:
Benefit reserves . . . . . . . . . . . 107,859 79,418
Unearned revenue . . . . . . . . . . . 43,246 36,672
Deferred acquisition costs . . . . . . (31,107) (21,765)
Investments, net . . . . . . . . . . .(112,779) (110,807)
Other, net . . . . . . . . . . . . . . . (12,731) 16,240
-------- --------
Net cash flows from operating
activities . . . . . . . . . . . . . . . . 85,284 67,689
-------- --------
Cash flows from investing activities:
Capital expenditures, net . . . . . . . . (54,143) (53,198)
Acquisition of businesses. . . . . . . . . (45,531) (17,480)
Other investments . . . . . . . . . . . . (13,000) --
-------- --------
Net cash flows from investing
activities . . . . . . . . . . . . . . . .(112,674) (70,678)
-------- --------
Cash flows from financing activities:
Additions (reductions) to debt, net. . . . 19,048 (20,102)
Payment of cash dividends . . . . . . . . (20,362) (16,095)
Treasury stock acquisitions. . . . . . . . (6,144) (11,846)
Other . . . . . . . . . . . . . . . . . . -- 157
-------- --------
Net cash flows from financing
activities . . . . . . . . . . . . . . . . (7,458) (47,886)
-------- --------
Total cash flows . . . . . . . . . . . . . . (34,848) (50,875)
Cash and cash equivalents:
At beginning of period . . . . . . . . . . 210,157 149,989
-------- --------
At end of period . . . . . . . . . . . . . 175,309 99,114
-------- --------
-------- --------
</TABLE>
<PAGE>
Consolidated Income
(In Thousands Except Per Share Data)
Three Months Ended Six Months Ended
05/28/94 05/29/93 05/28/94 05/29/93
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Net revenues . . . . . $382,705 $365,398 $760,111 $713,830
Cost of revenues . . . 203,774 189,937 402,996 371,943
Administrative, dist.
and selling expenses . 121,131 113,528 234,223 221,186
------- ------- ------- -------
Operating profit . . . 57,800 61,933 122,892 120,701
Interest expense . . . (6,620) (5,260) (11,490) (10,881)
Other income, net . . . 1,828 1,833 2,594 3,648
------- ------- ------- -------
Income from continuing
operations before
income taxes . . . . . 53,008 58,506 113,996 113,468
Income taxes . . . . . 20,250 22,212 43,547 43,101
------- ------- ------- -------
Income from continuing
operations . . . . . . 32,758 36,294 70,449 70,367
Income from discontinued
operations net of
income taxes . . . . . -- 1,093 -- 579
------- ------- ------- -------
Net income . . . . . . 32,758 37,387 70,449 70,946
------- ------- ------- -------
------- ------- ------- -------
Earnings/common share:
Income from continuing
operations . . . . . . .46 .50 .99 .98
Income from discontinued
operations net of
income taxes . . . . -- .02 -- .01
------- ------- ------- -------
Net income/common
share . . . . . . . . .46 .52 .99 .99
------- ------- ------- -------
------- ------- ------- -------
Dividends/common
share . . . . . . . . .1425 .1125 .2850 .2250
------- ------- ------- -------
------- ------- ------- -------
<PAGE>
Consolidated Balance Sheet
<CAPTION>
ASSETS (In Thousands)
05/28/94 11/27/93
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . $ 175,309 $ 210,157
Trade receivables . . . . . . . . . . 262,057 253,818
Inventories . . . . . . . . . . . . . 115,123 90,900
Other . . . . . . . . . . . . . . . . 20,746 19,151
---------- ----------
Total current assets . . . . . . . . 573,235 574,026
Equipment leased to others, net . . . 63,282 58,405
Property, net . . . . . . . . . . . . 285,419 268,383
Other assets:
Intangible assets, net . . . . . . . 181,244 138,384
Other assets . . . . . . . . . . . . 37,843 19,116
---------- ----------
Total other assets . . . . . . . . . 219,087 157,500
Insurance assets:
Investments . . . . . . . . . . . . . 1,058,341 934,029
Deferred acquisition costs . . . . . 248,910 217,803
Deferred income taxes . . . . . . . . 37,951 33,649
Other . . . . . . . . . . . . . . . . 30,324 26,952
---------- ----------
Total insurance assets . . . . . . . 1,375,526 1,212,433
---------- ----------
Total assets . . . . . . . . . . . . . $2,516,549 $2,270,747
---------- ----------
---------- ----------
LIABILITIES (In Thousands)
05/28/94 11/27/93
Current liabilities:
Short-term debt . . . . . . . . . . . $ 17,686 $ 12,708
Current portion of long-term debt . . 268 77,318
Trade accounts payable . . . . . . . 42,954 47,768
Accrued expenses . . . . . . . . . . 156,354 152,234
---------- ----------
Total current liabilities . . . . . 217,262 290,028
Other liabilities:
Long-term debt . . . . . . . . . . . 205,808 107,887
Other long-term liabilities . . . . 89,430 72,780
Deferred income taxes . . . . . . . 19,256 20,633
---------- ----------
Total other liabilities . . . . . . 314,494 201,300
Insurance liabilities:
Benefit reserves . . . . . . . . . . 935,674 827,815
Unearned revenue . . . . . . . . . . 335,832 292,586
General liabilities . . . . . . . . . 17,128 19,086
---------- ----------
Total insurance liabilities . . . . 1,288,634 1,139,487
---------- ----------
Total liabilities . . . . . . . . . . . 1,820,390 1,630,815
---------- ----------
SHAREHOLDERS' EQUITY
Common stock . . . . . . . . . . . . 4,442 4,442
Additional paid-in capital . . . . . 11,614 3,900
Retained earnings . . . . . . . . . . 830,010 779,923
Foreign currency translation adjustment (1,775) (1,643)
Treasury stock . . . . . . . . . . . (148,132) (146,690)
---------- ----------
Total shareholders' equity . . . . . 696,159 639,932
---------- ----------
Total liabilities and
shareholders' equity . . . . . . . . . $2,516,549 $2,270,747
---------- ----------
---------- ----------
</TABLE>
