-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JmpzHWeWZMgLmu43BxmAQlXu8h8zIIpmDWdqIGg3fsTFyGF3imE6Ba7Ybc31lK+K y5Uju35obJqNW8sRM9VElQ== 0000897101-95-000468.txt : 19951215 0000897101-95-000468.hdr.sgml : 19951215 ACCESSION NUMBER: 0000897101-95-000468 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951031 FILED AS OF DATE: 19951214 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONALDSON CO INC CENTRAL INDEX KEY: 0000029644 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 410222640 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07891 FILM NUMBER: 95601617 BUSINESS ADDRESS: STREET 1: 1400 W. 94TH ST. CITY: MINNEAPOLIS STATE: MN ZIP: 55431 BUSINESS PHONE: 6128873131 MAIL ADDRESS: STREET 1: 1400 W 94TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55431 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended October 31, 1995 Commission File Number 1-7891 DONALDSON COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 41-0222640 (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 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 -- 25,815,087 shares as of November 30, 1995 - ------------------------------------------------------------------------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements. CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS DONALDSON COMPANY, INC. AND SUBSIDIARIES (Thousands of Dollars Except Per Share Amounts) (Unaudited) Three Months Ended October 31 1995 1994 -------- -------- Net Sales $ 188,867 $ 164,175 Cost of Sales 134,968 118,842 ----------- ------------ Gross Margin 53,899 45,333 Operating Expenses 36,246 29,836 Other Expense (Income) 333 (422) Interest Expense 711 783 ----------- ------------ Earnings Before Income Taxes 16,609 15,136 Income Taxes 6,478 5,631 ----------- ------------ Net Earnings $ 10,131 $ 9,505 =========== ============ Average Shares and Equivalents Outstanding During Period 26,251,614 26,795,987 =========== ============ Net Earnings per Share $ .39 $ .35 =========== ============ Dividends Paid Per Share $ .07 $ .07 =========== ============ See Notes to Condensed Consolidated Financial Statements. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION DONALDSON COMPANY, INC. AND SUBSIDIARIES (Thousands of Dollars) (Unaudited)
October 31, July 31, 1995 1995 ----------- -------- ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 28,213 $ 28,565 Accounts Receivable, Net 143,086 137,155 Inventories Materials 30,291 32,225 Work in Process 11,451 12,168 Finished Products 27,359 29,035 -------- -------- Total Inventories 69,101 73,428 Prepaids and Other Current Assets 8,167 8,756 -------- -------- TOTAL CURRENT ASSETS 248,567 247,904 Property, Plant and Equipment, at Cost 288,704 292,192 Less Accumulated Depreciation 178,897 181,552 -------- -------- Property, Plant and Equipment, Net 109,807 110,640 Other Assets 21,897 22,498 -------- -------- TOTAL ASSETS $ 380,271 $ 381,042 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-Term Debt $ 21,269 $ 17,802 Current Maturities of Long-Term Debt 3,079 2,998 Trade Accounts Payable 54,308 53,576 Accrued Employee Compensation & Related Taxes 20,918 23,114 Other Current Liabilities 26,503 26,257 -------- -------- TOTAL CURRENT LIABILITIES 126,077 123,747 Long-Term Debt 13,593 10,167 Deferred Income Taxes 5,232 5,233 Other Long-Term Liabilities 19,803 20,722 SHAREHOLDERS' EQUITY Preferred Stock, $1 par value, 1,000,000 shares authorized, no shares issued -- -- Common Stock, $5 par value, 40,000,000 shares authorized, 27,063,407 issued on October 31, 1995 and July 31, 1995 135,317 135,317 Capital Surplus 4,074 2,639 Retained Earnings 102,060 93,746 Cumulative Translation Adjustment 8,593 14,824 Treasury Stock - 1,243,376 and 878,243 shares, at cost (29,228) (20,103) Receivable from ESOP (5,250) (5,250) --------- -------- TOTAL SHAREHOLDERS' EQUITY 215,566 221,173 --------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 380,271 $ 381,042 ========= ========
See Notes to Condensed Consolidated Financial Statements. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS DONALDSON COMPANY, INC. AND SUBSIDIARIES (Thousands of Dollars) (Unaudited) Three Months Ended October 31 1995 1994 -------- -------- OPERATING ACTIVITIES Net Earnings $ 10,131 $ 9,505 Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities: Depreciation and Amortization 5,127 4,174 Property, Plant and Equipment Write-down 330 2,247 Changes in Operating Assets and Liabilities (5,215) (2,363) Other 680 749 -------- -------- 11,053 14,312 INVESTING ACTIVITIES Net Expenditures on PP&E (7,123) (5,570) FINANCING ACTIVITIES Purchase of Treasury Stock (9,175) (5,162) Net Change in Debt 7,376 3,649 Dividends Paid (1,818) (1,850) Other 122 (46) -------- -------- (3,495) (3,409) Effect of Exchange Rate Changes on Cash (787) 973 -------- -------- (Decrease)Increase in Cash and Cash Equivalents (352) 6,306 Cash and Cash Equivalents-Beginning of Year 28,565 22,945 -------- -------- Cash and Cash Equivalents-End of Period $ 28,213 $ 29,251 ======== ======== See Notes to Condensed Consolidated Financial Statements. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note A - The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with 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 by generally accepted accounting principles 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. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. A. Financial Condition During the first quarter of fiscal 1996, $11.1 million of cash and cash equivalents was generated from operating activities and $7.4 million of cash was obtained from additional borrowings. These cash inflows were used to support $7.1 million of capital expenditures, $9.2 million of treasury stock purchases and $1.8 million of dividend payments. Cash and cash equivalents decreased $.4 million during the first quarter. At the end of the first quarter, the Company held $28.2 million in cash and cash equivalents. Cash balances net of short-term debt and current maturities of long-term debt totaled $3.9 million, down from $7.8 million at the end of Fiscal 1995. Long-term debt of $13.6 million at October 31, 1995, represented 5.9 percent of total long-term capital, up from 4.4 percent at the end of last quarter. B. Results of Operations For the first quarter ended October 31, 1995, net sales increased 15 percent to $188.9 million from $164.2 million in the same period last year. Net earnings of $10.1 million were up 7 percent from prior-year earnings of $9.5 million. Earnings per share of 39 cents were up 11 percent compared to 35 cents last year. Revenue increases continue to be broad-based; healthy gains have been recorded across all markets and geographic segments. Worldwide net sales of engine products totaled $123.1 million in the first quarter of 1996, up 10 percent from the same period last year. Worldwide net sales of industrial products totaled $65.8 million, up 27 percent from last year. Gross margins were 28.5 percent in the first quarter of 1996 compared to 27.6 in the same period last year. The increase primarily related to a $1.8 million charge in the prior year against cost of sales for the residual net book value of certain production lines which depressed last year's results. Excluding the $1.8 million charge, fiscal 1995 margins would have been 28.7 percent. Operating expenses as a percent of sales were 19.2 percent in the first quarter, 1 point above the comparable period last year. The increase is primarily due to higher research and development spending in fiscal 1996. In addition, last year's first quarter operating expense level of 18.2 percent was low compared to the 18.8 percent recorded for all of fiscal 1995. Hard order backlogs - goods scheduled for delivery in 90 days - of $124.3 million were up 6 percent from last year primarily due to increased orders in the worldwide off-road market. Hard order backlogs are down 7 percent from July 31, 1995 primarily due to a decline in gas turbine backlog caused by strong first quarter sales and generally soft market conditions. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security holders (a) The Annual meeting of shareholders of Registrant was held on November 17, 1995. A total of 25,954,964 shares were outstanding and entitled to vote at the meeting. (b) Not Applicable (c) Of the total outstanding 2,868,681 shares were general abstentions and broker nonvotes resulting in a shareholder vote as follows: (i) Election of Directors: Vote Tabulation Name of Nominee For Withheld William A. Hodder 22,495,727 590,556 Kendrick B. Melrose 22,623,355 462,928 Stephen W. Sanger 22,612,657 473,626 (ii) Ratified selection of Ernst & Young LLP as Registrant's independent public auditors for the fiscal year ending July 31, 1996, with the following vote: For - 22,820,297; Against - 85,738; Abstaining - 180,248. (d) Not Applicable. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit Index None (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter ended October 31, 1995. 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 12/13/95 By /s/James R. Giertz James R. Giertz Vice President - Chief Financial Officer Date 12/13/95 By /s/Raymond F. Vodovnik Raymond F. Vodovnik Vice President-Legal EX-27 2
5 1,000 3-MOS JUL-31-1996 AUG-01-1995 OCT-31-1995 28,213 0 146,931 3,845 69,101 248,567 288,704 178,897 380,271 126,077 13,593 135,317 0 0 80,249 380,271 188,867 0 134,968 36,246 333 236 711 16,609 6,478 10,131 0 0 0 10,131 .39 .39
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