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PLL > SEC Filings for PLL > Form 10-Q on 10-Dec-2008All Recent SEC Filings

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Form 10-Q for PALL CORP


10-Dec-2008

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements and Risk Factors The following discussion should be read together with the accompanying condensed consolidated financial statements and notes thereto and other financial information in this Form 10-Q and in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2008 ("2008 Form 10-K"). The discussion under the subheading "Review of Operating Segments" below is in local currency unless otherwise indicated. Company management considers local currency growth an important measure because by excluding the volatility of exchange rates, underlying volume change is clearer. Dollar amounts discussed below are in thousands, unless otherwise indicated, except per share dollar amounts. In addition, per share dollar amounts are discussed on a diluted basis.
The matters discussed in this Quarterly Report on Form 10-Q contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this and other written and oral reports are based on current Company expectations and are subject to risks and uncertainties, which could cause actual results to differ materially. All statements regarding future performance, earnings projections, earnings guidance, management's expectations about its future cash needs and effective tax rate, and other future events or developments are forward-looking statements. Such risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A, "Risk Factors" in the 2008 Form 10-K, and other reports the Company files with the Securities and Exchange Commission, including the current credit market crisis, volatility in currency and energy costs and other macro economic challenges currently affecting the Company, our customers and vendors and the economy of the United States and other parts of the world. The Company makes these statements as of the date of this disclosure and undertakes no obligation to update them. Results of Operations
Review of Consolidated Results
Sales in the quarter increased 3% to $578,022 from $561,007 in the first quarter of fiscal year 2008. Exchange rates reduced reported sales by $7,000, primarily due to the strengthening of the U.S. dollar against the British Pound, the Canadian dollar and several Asian currencies, partly offset by the weakening of the U.S. dollar against the Japanese Yen, Chinese Renminbi and Euro. In local currency (i.e., had exchange rates not changed year over year), sales increased 4.3%. Increased pricing achieved in both the Life Sciences and Industrial segments contributed 0.6% to overall sales growth in the quarter and, as such, the overall volume increase was 3.7%. In the first quarter of fiscal year 2009, the Company launched its Pricing Excellence initiative that is focused on optimizing prices and product margins by better defining the value equation to the benefit of the Company and its customers.
Life Sciences segment sales increased 4.1% (in local currency), attributable to growth in the BioPharmaceuticals market. Sales in the Medical market were down slightly. Industrial segment sales increased 4.4% (in local currency) driven by growth in the Energy, Water & Process Technologies and Aerospace & Transportation markets, partly offset by decreased sales in the Microelectronics market. Overall systems sales increased 6.3%, primarily attributable to growth in the BioPharmaceuticals and Energy, Water & Process Technologies markets. Systems sales represented 10.4% of total sales in the quarter, on par with the first quarter of fiscal year 2008. For a detailed discussion of sales, refer to the section "Review of Operating Segments" below.
Gross margin, as a percentage of sales, was 48.3% in the quarter compared to 46.6% in the first quarter of fiscal year 2008. The improvement in gross margin reflects the effects of the ongoing cost reduction and lean manufacturing initiatives. Furthermore, improved pricing in both segments contributed approximately 30 basis points in margin. For a detailed discussion of gross margin by segment, refer to the section "Review of Operating Segments" below.
Selling, general and administrative ("SG&A") expenses in the quarter increased by $9,519, or about 51/2% (approximately 61/2% in local currency). As a percentage of sales, SG&A expenses were 31.2% compared to 30.5% in the first quarter of fiscal year 2008. The increase in SG&A as a percentage of sales primarily reflects increased selling and marketing personnel-related costs as well as consulting costs, mainly related to the Company's Pricing Excellence initiative, partly offset by the leveraging of growth in sales and the impact of the Company's cost reduction initiatives. In fiscal year 2007, the Company launched the equivalent of its European cost reduction initiative ("EuroPall") in the Western Hemisphere ("AmeriPall"). AmeriPall is in the early implementation phase, with the majority of the impact expected in fiscal year 2009 and beyond. In fiscal year 2009, the Company also began implementing the second phase of EuroPall ("EuroPall II").


Research and development ("R&D") expenses were $18,933 in the quarter compared to $16,895 in the first quarter of fiscal year 2008, up about 12% (approximately 14% in local currency). As a percentage of sales, R&D expenses were 3.3% compared to 3% in the first quarter of fiscal year 2008.
In the first quarter of fiscal year 2009, the Company recorded restructuring and other charges ("ROTC") of $8,175. ROTC in the quarter was primarily comprised of a charge of $1,743 to write-off in-process research and development acquired in the acquisition of GeneSystems, SA (refer to Note 3, Acquisitions, for further discussion of purchase accounting), a charge of $1,977 for the other-than-temporary diminution in value of certain equity and debt investments held by its benefits protection trust, severance and other exit costs related to the Company's on-going cost reduction initiatives of $2,590 and increases to previously established environmental reserves of $1,279. Additionally, ROTC includes legal fees of $586 related to matters that were under inquiry by the audit committee (see Note 2, Audit Committee Inquiry and Restatement, to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2007 ("2007 Form 10-K")).
In the first quarter of fiscal year 2008, the Company recorded ROTC of $8,769. ROTC in the quarter was primarily comprised of severance liabilities related to the Company's on-going cost reduction initiatives (including its facilities rationalization, EuroPall and AmeriPall initiatives), and legal and other professional fees related to the matters that were under inquiry by the audit committee (see Note 2, Audit Committee Inquiry and Restatement, to the consolidated financial statements included in the 2007 Form 10-K). Additionally, the charges in the quarter included an increase to a previously established environmental reserve. Such charges were partly offset by the reversal of excess restructuring reserves previously recorded in the consolidated statements of earnings in fiscal years 2005 and 2007.
The details of ROTC for the three months ended October 31, 2008 and October 31, 2007 can be found in Note 8, Restructuring and Other Charges, Net, to the accompanying condensed consolidated financial statements.
The following table summarizes the activity related to restructuring liabilities that were recorded in the three months ended October 31, 2008 and in fiscal years 2008, 2007 and 2006:

                                                          Lease
                                                    Termination
                                                  Liabilities &
                                    Severance             Other         Total

2009
Original charge                    $  1,647       $       950     $   2,597
Utilized                               (335 )            (530 )        (865 )
Other changes (a)                       (15 )             (16 )         (31 )

Balance at Oct. 31, 2008           $  1,297       $       404     $   1,701


2008
Original charge                    $  8,814       $     3,110     $  11,924
Utilized                             (8,059 )          (2,849 )     (10,908 )
Other changes (a)                       220                 6           226

Balance at Jul. 31, 2008                975               267         1,242
Utilized                               (105 )            (168 )        (273 )
Reversal of excess reserves (b)          (3 )              (4 )          (7 )
Other changes (a)                      (129 )             (25 )        (154 )

Balance at Oct. 31, 2008           $    738       $        70     $     808


                                                   Lease
                                             Termination
                                           Liabilities &
                             Severance             Other         Total

2007
Original charge            $  22,083       $     4,321     $  26,404
Utilized                      (6,146 )          (3,573 )      (9,719 )
Other changes (a)                611                 9           620

Balance at Jul. 31, 2007      16,548               757        17,305
Utilized                     (13,994 )            (727 )     (14,721 )
Reversal of excess
reserves (b)                    (297 )             (65 )        (362 )
Other changes (a)              1,281                57         1,338

Balance at Jul. 31, 2008       3,538                22         3,560
Utilized                        (579 )              --          (579 )
Other changes (a)               (228 )              (5 )        (233 )

Balance at Oct. 31, 2008   $   2,731       $        17     $   2,748


2006
Original charge            $  13,335       $     3,043     $  16,378
Utilized                      (7,221 )          (2,900 )     (10,121 )
Other changes (a)                182                 9           191

Balance at Jul. 31, 2006       6,296               152         6,448
Utilized                      (2,712 )            (108 )      (2,820 )
Reversal of excess
reserves (b)                  (1,385 )             (40 )      (1,425 )
Other changes (a)                126                 2           128

Balance at Jul. 31, 2007       2,325                 6         2,331
Utilized                      (1,414 )              (6 )      (1,420 )
Reversal of excess
reserves (b)                     (56 )              --           (56 )
Other changes (a)                 (4 )              --            (4 )

Balance at Jul. 31, 2008         851                --           851
Utilized                        (389 )              --          (389 )

Balance at Oct. 31, 2008   $     462       $        --     $     462

(a) Other changes primarily reflect translation impact.

(b) Reflects the reversal of excess restructuring reserves originally recorded in fiscal years 2008, 2007 and 2006.

Earnings before interest and income taxes ("EBIT") were $71,777 in the quarter compared to $64,665 in the first quarter of fiscal year 2008, reflecting the factors discussed above. As a percentage of sales, EBIT was 12.4% compared to 11.5% in the first quarter of fiscal year 2008.
Net interest expense in the quarter increased to $9,426 from $7,721 in the first quarter of fiscal year 2008. The increase in net interest expense was primarily related to a decrease in interest income related to reduced cash balances compared to the same period last year, combined with the effect of lower returns due to a decision to invest cash in more conservative investments.
In the first quarter of fiscal year 2009, the Company's effective tax rate was 30.9% as compared to 36.6% in the first quarter of fiscal year 2008. For the three months ended October 31, 2008, the effective tax rate varied from the U.S. federal statutory rate primarily due to the benefits of foreign operations and the retroactive extension of the federal research credit per the Emergency Economic Stabilization Act of 2008 which was enacted in the quarter ended October 31, 2008. For the three months ended October 31, 2007, the effective tax rate varied from the U.S. federal statutory rate primarily due to the net impact of foreign operations and a discrete tax charge resulting from new tax legislation in Germany. The Company expects its effective tax rate to be 31.5% for the full fiscal year 2009, exclusive of the impact of discrete items in future periods. The actual effective tax rate for the full fiscal year 2009 may differ materially based on several factors, including the geographical mix of earnings in tax jurisdictions, enacted tax laws, the timing and amount of foreign dividends, state and local taxes, the ratio of permanent items to pretax book income, and the implementation of various global tax strategies, as well as nonrecurring factors.


Net earnings in the quarter were $43,087, or 36 cents per share, compared with net earnings of $36,102, or 29 cents per share in the first quarter of fiscal year 2008. In summary, net earnings reflect the growth in EBIT and a decrease in the effective tax rate, partly offset by an increase in net interest expense. Company management estimates that foreign currency translation had no material impact on earnings per share in the quarter. The acquisition of GeneSystems was dilutive to earnings by 2 cents per share in the quarter. Review of Operating Segments
The following table presents sales and operating profit by segment, reconciled to earnings before income taxes, for the three months ended October 31, 2008 and October 31, 2007.

                                                                          %                                      %                 %
                                               Oct. 31, 2008         Margin          Oct. 31, 2007          Margin            Change
SALES:
Life Sciences                                 $      220,329                        $      214,614                               2.7
Industrial                                           357,693                               346,393                               3.3

Total                                         $      578,022                        $      561,007                               3.0

OPERATING PROFIT:
Life Sciences                                 $       41,868           19.0         $       39,783            18.5               5.2
Industrial                                            55,106           15.4                 45,077            13.0              22.2

Total operating profit                                96,974           16.8                 84,860            15.1              14.3
General corporate expenses                            17,022                                11,426                              49.0

Earnings before ROTC, interest expense,               79,952           13.8                 73,434            13.1               8.9
net and income taxes
ROTC                                                   8,175                                 8,769
Interest expense, net                                  9,426                                 7,721

Earnings before income taxes                  $       62,351                        $       56,944

   Life Sciences:
   Presented below are Summary Statements of Operating Profit for the Life
Sciences segment for the three months ended October 31, 2008 and October 31,
2007:

                                        Oct. 31, 2008      % of Sales          Oct. 31, 2007             % of Sales

Sales                                  $      220,329                         $      214,614
Cost of sales                                 105,810            48.0                103,466                   48.2

Gross margin                                  114,519            52.0                111,148                   51.8
SG&A                                           62,384            28.3                 61,747                   28.8
Research and development                       10,267             4.7                  9,618                    4.5

Operating profit                       $       41,868            19.0         $       39,783                   18.5


The tables below present sales by market and geography within the Life Sciences segment for the three months ended October 31, 2008 and October 31, 2007, including the effect of exchange rates for comparative purposes.

                                                                                                                            %
                                                                                                    Exchange        Change in
                                                                                          %             Rate            Local
                                        Oct. 31, 2008          Oct. 31, 2007         Change           Impact         Currency

By Market
Medical (a)                            $       92,406         $       94,242           (1.9 )       $   (958 )           (0.9 )
BioPharmaceuticals (a)                        127,923                120,372            6.3           (2,216 )            8.1

Total Life Sciences                    $      220,329         $      214,614            2.7         $ (3,174 )            4.1


By Geography
Western Hemisphere                     $       81,316         $       87,002           (6.5 )       $   (261 )           (6.2 )
Europe                                        109,458                101,022            8.4           (3,083 )           11.4
Asia                                           29,555                 26,590           11.2              170             10.5

Total Life Sciences                    $      220,329         $      214,614            2.7         $ (3,174 )            4.1

(a) The BioPharmaceuticals market includes the Laboratory market previously reported in Medical. Prior year amounts conform to the current classification.

The Life Sciences segment sales increased 4.1% in the quarter compared to the first quarter of fiscal year 2008. Increased pricing in the BioPharmaceuticals markets contributed 0.8% to the overall sales growth in the quarter. The overall volume increase was 3.3%. Life Sciences represented approximately 38% of total sales in the quarter, on par with the first quarter of fiscal year 2008.
Within Life Sciences, Medical market sales, which now excludes the Laboratory market, represented approximately 42% of Life Sciences sales in the quarter, decreased 0.9%. The decline in Medical sales was attributable to a decrease of 8.6% in Blood Filtration, the largest market served by Medical, with sales growth in the Original Equipment Manufacturer ("OEM") (+7.5%), Hospital (+7%) and Cell Therapy (over +100%) markets partly mitigating the impact. The decrease in the Blood Filtration market primarily relates to decreased volume to several large customers in the Western Hemisphere. The growth in Hospital sales was primarily driven by increased Aquasafe filter sales related to a Legionella outbreak in the United States, new tender awards in Europe and new market opportunities in Asia. The growth in Cell Therapy sales was primarily driven by increased cord blood products sales in the Western Hemisphere and Europe. The growth in OEM sales was primarily driven by strong sales in Europe.
Sales in the BioPharmaceuticals market, which now includes the Laboratory market previously reported in Medical, grew 8.1% compared to the first quarter of fiscal year 2008. Systems sales increased about 13%, and consumables sales grew 6.9%. By geography, growth was driven by Europe (+10.6%), the Company's largest geographic BioPharmaceuticals market, accompanied by increases in Asia of 9.8% and the Western Hemisphere of 2.5%. By market, the growth in the quarter was attributable to an increase of 5.1% in the Pharmaceuticals market (formerly named BioPharmaceuticals), accompanied by an increase of 27.9% in the Laboratory market. The growth in Pharmaceuticals sales reflects an increase in systems sales of 13% (driven by Europe), accompanied by growth in consumables sales of 3.6%. The growth in systems sales reflects ongoing investment in new manufacturing capacity for biological drugs and may continue to fuel consumable business growth in the medium term. The growth in consumables sales reflects increases in all geographies. The Western Hemisphere growth was hampered by manufacturing slowdowns at several large U.S. biotechnology customers. Key products driving consumables growth are the Company's virus removal filters for biotechnology and plasma derived therapeutics as well an increasing portfolio of single-use processing technologies. The growth in Laboratory sales was spread across all geographies, although the Western Hemisphere and Europe had the most significant impact. Key growth drivers in the Laboratory market are products used in pharmaceutical quality control and life sciences research such as protein purification.
Life Sciences gross margins increased 20 basis points to 52% from 51.8% in the first quarter of fiscal year 2008. The improvement in gross margins was principally driven by improved pricing that contributed approximately 40 basis points in margin. This was partly offset by a shift in product mix to a higher percentage of systems sales (about 5.9% of total Life Sciences sales compared to 5.4% in the first quarter of fiscal year 2008).


SG&A expenses increased by $637, or 1% (2.7% in local currency), compared to the first quarter of fiscal year 2008. The increase in SG&A primarily reflects increases in selling costs in Europe and Asia. SG&A as a percentage of sales decreased to 28.3% from 28.8% in the first quarter of fiscal year 2008. The improvement in SG&A as a percentage of sales reflects the leveraging of growth in sales and the impact of the Company's cost reduction initiatives, partly offset by increases in selling costs in Europe and Asia.
R&D expenses were $10,267 compared to $9,618 in the first quarter of fiscal year 2008, an increase of 6.7% (10.5% in local currency). As a percentage of sales, R&D expenses were 4.7% compared to 4.5% in the first quarter of fiscal year 2008. Increased spending primarily reflects investments in the BioPharmaceuticals market, including spending at GeneSystems, which was acquired on September 2, 2008.
As a result of the above factors, operating profit dollars increased about 5.2% to $41,868 and operating margin improved to 19% from 18.5% in the first quarter of fiscal year 2008.
Industrial:
Presented below are summary Statements of Operating Profit for the Industrial segment for the three months ended October 31, 2008 and October 31, 2007.

                                           % of                             % of
                       Oct. 31, 2008      Sales         Oct. 31, 2007      Sales
Sales               $        357,693                 $        346,393
Cost of sales                192,821       53.9               196,225       56.6

Gross margin                 164,872       46.1               150,168       43.4
SG&A                         101,100       28.3                97,814       28.2
R&D                            8,666        2.4                 7,277        2.1

Operating profit    $         55,106       15.4      $         45,077       13.0

The tables below present sales by market and geography within the Industrial segment for the three months ended October 31, 2008 and October 31, 2007, including the effect of exchange rates for comparative purposes.

                                                                                                                           %
                                                                                                    Exchange       Change in
                                                                                             %          Rate           Local
                                               Oct. 31, 2008         Oct. 31, 2007      Change        Impact        Currency

By Market
Energy, Water & Process Technologies (a)    $        217,599      $        208,689         4.3      $ (2,994 )           5.7
Aerospace & Transportation                            72,695                66,259         9.7        (1,552 )          12.1
Microelectronics                                      67,399                71,445        (5.7 )         720            (6.7 )

Total Industrial                            $        357,693      $        346,393         3.3      $ (3,826 )           4.4


By Geography
Western Hemisphere                          $        101,899      $         96,933         5.1      $   (923 )           6.1
Europe                                               132,097               132,459        (0.3 )      (3,353 )           2.3
Asia                                                 123,697               117,001         5.7           450             5.3

Total Industrial                            $        357,693      $        346,393         3.3      $ (3,826 )           4.4

(a) Formerly General Industrial.


Industrial segment sales grew 4.4% in the quarter, driven by growth in the Energy, Water & Process Technologies ("EWPT") and Aerospace & Transportation markets, while sales in the Microelectronics market were down. Overall, increased pricing contributed about 0.5% to the sales growth in the quarter. The overall volume growth was 3.9%. Industrial systems sales increased 4.7% compared to the first quarter of fiscal year 2008. The Food & Beverage and Municipal Water markets reported within EWPT were the key contributors to the growth in systems sales in the quarter. Industrial consumables sales grew 3.6%, primarily driven by Military sales within the Aerospace & Transportation market as well as by all markets within EWPT, with the exception of Food & Beverage. Industrial represented about 62% of total sales in the quarter, on par with the first quarter of fiscal year 2008.
EWPT market sales, which account for about 61% of the Industrial segment, were up 5.7%, with all markets contributing with the exception of Industrial Manufacturing which were down slightly reflecting reduced systems sales.
Municipal Water sales, which are primarily comprised of systems, increased 9.9% compared to the first quarter of fiscal year 2008, reflecting growth in both the Western Hemisphere and Asia. The sales growth in the Western Hemisphere of 26.6% was primarily attributable to surface water treatment projects driven by government regulations. In Asia, sales increased 48% driven by drought-related projects in Australia. Sales in Europe were down 23.9% due to lumpiness of system sales.
Sales in the energy-related market increased 4.3%, reflecting growth in consumables in all geographies partly offset by a decline in systems sales. The decrease in systems sales reflects a decline in the Western Hemisphere due to tough comparables to the first quarter of fiscal year 2008 which had strong sales growth in the fuels & chemicals market, partly offset by growth in Europe . . .

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