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PLL > SEC Filings for PLL > Form 10-Q on 12-Mar-2009All Recent SEC Filings

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Form 10-Q for PALL CORP


12-Mar-2009

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. 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. Forward-looking statements are those that use terms such as "anticipate", "should", "believe", "estimate", "expect", "intend", "plan", "predict", "potential" or similar expressions about matters that are not historical facts. 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. 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 impact of the current global recessionary environment and its likely depth and duration, the current credit market crisis, volatility in currency and energy costs and other macro economic challenges currently affecting the Company, our customers (including their cash flow and payment practices) and vendors, and the effectiveness of our initiatives to mitigate the impact of the current environment. 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 decreased 13.2% to $543,296 from $625,747 in the second quarter of fiscal year 2008. For the first six months of fiscal year 2009, sales decreased 5.5% compared to the same period of fiscal year 2008. Exchange rates reduced reported sales by $38,013 and $45,013 in the quarter and six months, respectively, primarily due to the strengthening of the U.S. dollar against the Euro, the British Pound and several Asian currencies, partly offset by the weakening of the U.S. dollar against the Japanese Yen. In local currency (i.e., had exchange rates not changed year over year), sales decreased 7.1% and 1.7% in the quarter and first six months, respectively. Increased pricing achieved in both the Life Sciences and Industrial segments contributed $7,134 and $10,607 to overall sales in the quarter and first six months, respectively. In the first quarter, 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 decreased 1.5% (in local currency) in the quarter, attributable to a decline in the Medical market. Sales in the BioPharmaceuticals market were flat. Life Sciences segment sales in the first six months increased 1.1% (in local currency), attributable to growth in the BioPharmaceuticals market partly offset by a decline in the Medical market. Industrial segment sales in the quarter decreased 10.7% (in local currency) reflecting a decline in the Energy, Water & Process Technologies ("EWPT") and Microelectronics markets. The Aerospace & Transportation market was up slightly in the quarter. Industrial segment sales in the first six months decreased 3.5% (in local currency) reflecting a decline in the Microelectronics market partly offset by growth in the Aerospace & Transportation market. Sales in the EWPT market were flat in the first six months. Overall systems sales decreased 4% in the quarter as growth in the EWPT market was more than offset by declines in the BioPharmaceuticals, Aerospace & Transportation and Microelectronics markets. For the first six months, overall systems sales were flat as growth in the EWPT market was offset by declines in the BioPharmaceuticals, Aerospace & Transportation and Microelectronics markets. Systems sales represented 12.5% of total sales in the quarter, on par with the second quarter of fiscal year 2008. Systems sales in the first six months represented 11.4% of total sales compared to 11.5% in the first six months of fiscal year 2008. For a detailed discussion of sales, refer to the section "Review of Operating Segments" below.


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Gross margin, as a percentage of sales, was 47.2% in the quarter compared to 46.1% in the second quarter of fiscal year 2008. For the first six months, gross margin, as a percentage of sales, was 47.8% compared to 46.3% in the first six months of fiscal year 2008. Improved pricing in both segments contributed approximately 70 and 50 basis points in margin in the quarter and first six months, respectively. The improvement in gross margin in the quarter and first six months also reflects the effects of the ongoing cost reduction and lean manufacturing initiatives. 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 decreased by $11,761, or about 6.5% (flat in local currency). As a percentage of sales, SG&A expenses were 30.8% compared to 28.6% in the second quarter of fiscal year 2008. The increase in SG&A as a percentage of sales primarily reflects the impact of decreased sales quarter over quarter. For the first six months, SG&A expenses decreased by $2,242 (an increase of approximately 3% in local currency). As a percentage of sales, SG&A expenses were 31% compared to 29.5% in the first six months of fiscal year 2008. The increase in SG&A as a percentage of sales primarily reflects the impact of decreased sales period over period, 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 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"). The majority of the savings related to AmeriPall are expected to have an impact later in fiscal year 2009 and beyond. In fiscal year 2009, the Company also began implementing the second phase of EuroPall ("EuroPall II"). Furthermore, in the second quarter of fiscal year 2009, the Company commenced plans to reduce its workforce globally in response to current economic conditions. Expected savings related to these workforce reduction plans will be realized in the second half of fiscal year 2009.
Research and development ("R&D") expenses were $17,419 in the quarter compared to $18,092 in the second quarter of fiscal year 2008, a decrease of about 4% (an increase of approximately 1% in local currency). As a percentage of sales, R&D expenses were 3.2% compared to 2.9% in the second quarter of fiscal year 2008. For the first six months, R&D expenses were $36,352 compared to $34,987 in the first six months of fiscal year 2008, up about 4% (approximately 7% in local currency). As a percentage of sales, R&D expenses were 3.2% compared to 2.9% in the first six months of fiscal year 2008.
In the second quarter of fiscal year 2009, the Company recorded restructuring and other charges ("ROTC") of $8,747. ROTC in the quarter was primarily comprised of severance and other costs related to the Company's on-going cost reduction initiatives of $7,384 and a charge of $1,500 for the impairment of capitalized software development costs related to discontinued projects. Additionally, ROTC includes legal fees of $234 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")). Such charges were partly offset by an insurance settlement of $371 related to an environmental matter. In the first six months of fiscal year 2009, the Company recorded ROTC of $16,922, which was primarily comprised of severance and other costs related to the Company's on-going cost reduction initiatives of $9,974, a charge of $1,743 to write-off in-process R&D 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 investment securities held by its benefits protection trust, a charge of $1,500 for the impairment of capitalized software, and increases to previously established environmental reserves of $1,279. Additionally, ROTC includes legal fees of $820 related to matters that were under inquiry by the audit committee, as discussed above. Such charges were partly offset by an insurance settlement of $371 related to an environmental matter.
In the second quarter of fiscal year 2008, the Company recorded ROTC of $13,859. ROTC in the quarter was primarily comprised of legal and other professional fees 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 2007 Form 10-K"). Additionally, ROTC includes severance liabilities and other costs related to the Company's on-going cost reduction initiatives as well as 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, 2006 and 2007. In the first six months of fiscal year 2008, the Company recorded ROTC of $22,628. ROTC in the six months was primarily comprised of legal and other professional fees related to matters under inquiry by the audit committee, as discussed above. Additionally, ROTC in the six months includes severance liabilities and other costs related to the Company's on-going cost reduction initiatives as well as 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, 2006 and 2007.


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The details of ROTC for the three and six months ended January 31, 2009 and January 31, 2008 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 six months ended January 31, 2009 and in fiscal years 2008, 2007 and 2006:
The following table summarizes the activity related to restructuring liabilities that were recorded in the six months ended January 31, 2009 and in fiscal years 2008, 2007 and 2006:

                                                                Lease
                                                          Termination
                                                        Liabilities &
                                         Severance              Other         Total

      2009
      Original charge                   $    7,721     $        2,291     $  10,012
      Utilized                              (2,575 )             (537 )      (3,112 )
      Other changes (a)                       (148 )              (19 )        (167 )

      Balance at Jan. 31, 2009          $    4,998     $        1,735     $   6,733


      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                                (369 )             (201 )        (570 )
      Reversal of excess reserves (b)           (3 )               (4 )          (7 )
      Other changes (a)                       (114 )              (23 )        (137 )

      Balance at Jan. 31, 2009          $      489     $           39     $     528


                                                                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                              (1,277 )                -        (1,277 )
      Reversal of excess reserves (b)          (35 )                -           (35 )
      Other changes (a)                       (203 )               (6 )        (209 )

      Balance at Jan. 31, 2009          $    2,023     $           16     $   2,039


Table of Contents

                                                                 Lease
                                                           Termination
                                                         Liabilities &
                                          Severance              Other         Total
      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                                 (518 )                -          (518 )
      Other changes (a)                           -                  -             -

      Balance at Jan. 31, 2009          $       333     $            -     $     333

(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 $63,099 in the quarter compared to $77,480 in the second quarter of fiscal year 2008, reflecting the factors discussed above. As a percentage of sales, EBIT was 11.6% compared to 12.4% in the second quarter of fiscal year 2008. EBIT were $134,876 in the first six months compared to $142,145 in the first six months of fiscal year 2008, reflecting the factors discussed above. As a percentage of sales, EBIT was 12%, on par with the first six months of fiscal year 2008.
Net interest expense in the quarter decreased to $6,553 from $8,063 in the second quarter of fiscal year 2008. The reduction in net interest expense was primarily attributable to a decrease in interest expense, which was related to lower interest rates in the United States, and a reduced level of debt due to the repayment of higher interest bearing European debt. A decrease in interest income related to reduced cash balances and lower returns compared to the same period last year partly offset the above. For the first six months, net interest expense increased slightly to $15,979 from $15,784 in the first six months of fiscal year 2008 as a reduction in interest income was partially offset by a decrease in interest expense.
In the second quarter of fiscal year 2009, the Company's effective tax rate was 31.3% as compared to 30.9% in the second quarter of fiscal year 2008. For the first six months of fiscal year 2009, the Company's effective tax rate was 31.1% as compared to 33.5% in the same period of fiscal year 2008. For the three months ended January 31, 2009 and 2008, the effective tax rate varied from the U.S. federal statutory rate primarily due to the benefits of foreign operations. For the six months ended January 31, 2009, 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. For the six months ended January 31, 2008, the effective tax rate varied from the U.S. federal statutory rate primarily due to the net impact of foreign operations and a tax charge resulting from new tax legislation in Germany. The Company expects its effective tax rate to be 31.3% 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.


Table of Contents

Net earnings in the quarter were $38,871, or 33 cents per share, compared with net earnings of $47,988, or 39 cents per share in the second quarter of fiscal year 2008. In summary, the decline in net earnings dollars in the quarter reflects the decrease in EBIT and an increase in the effective tax rate partly offset by a decline in net interest expense. The decline in earnings per share in the quarter reflects the decrease in net earnings partly offset by the impact of reduced shares outstanding due to stock buybacks. Net earnings in the first six months were $81,958, or 68 cents per share, compared with net earnings of $84,090, or 68 cents per share in the first six months of fiscal year 2008. In summary, the decline in net earnings dollars in the first six months primarily reflects the decrease in EBIT partly offset by a decrease in the effective tax rate. Earnings per share in the first six months was flat compared to last year as a decrease in net earnings was offset by the impact of reduced shares outstanding due to stock buybacks. Company management estimates that foreign currency translation reduced net earnings by 3 cents per share in both the quarter and first six months. The acquisition of GeneSystems was dilutive to earnings by 1 cent and 3 cents per share in the quarter and first six months, respectively.
Review of Operating Segments
The following table presents sales and operating profit by segment, reconciled to earnings before income taxes, for the three and six months ended January 31, 2009 and January 31, 2008.

                                                                  %                                     %              %
Three Months Ended                     Jan. 31, 2009         Margin          Jan. 31, 2008         Margin         Change
SALES:
Life Sciences                        $       225,022                       $       244,480                          (8.0 )
Industrial                                   318,274                               381,267                         (16.5 )

Total                                $       543,296                       $       625,747                         (13.2 )

OPERATING PROFIT:
Life Sciences                        $        48,602           21.6        $        48,153           19.7            0.9
Industrial                                    35,882           11.3                 55,443           14.5          (35.3 )

Total operating profit                        84,484           15.6                103,596           16.6          (18.4 )
General corporate expenses                    12,638                                12,257                           3.1

Earnings before ROTC, interest
expense, net and income taxes                 71,846           13.2                 91,339           14.6          (21.3 )
ROTC                                           8,747                                13,859
Interest expense, net                          6,553                                 8,063

Earnings before income taxes         $        56,546                       $        69,417


                                                                  %                                     %              %
Six Months Ended                       Jan. 31, 2009         Margin          Jan. 31, 2008         Margin         Change
SALES:
Life Sciences                        $       445,351                       $       459,094                          (3.0 )
Industrial                                   675,967                               727,660                          (7.1 )

Total                                $     1,121,318                       $     1,186,754                          (5.5 )

OPERATING PROFIT:
Life Sciences                        $        90,470           20.3        $        87,936           19.2            2.9
Industrial                                    90,988           13.5                100,520           13.8           (9.5 )

Total operating profit                       181,458           16.2                188,456           15.9           (3.7 )
General corporate expenses                    29,660                                23,683                          25.2

Earnings before ROTC, interest
expense, net and income taxes                151,798           13.5                164,773           13.9           (7.9 )
ROTC                                          16,922                                22,628
Interest expense, net                         15,979                                15,784

Earnings before income taxes         $       118,897                       $       126,361


Table of Contents

 Life Sciences:
   Presented below are Summary Statements of Operating Profit for the Life
Sciences segment for the three and six months ended January 31, 2009 and
January 31, 2008:

Three Months Ended                              Jan. 31, 2009         % of Sales          Jan. 31, 2008         % of Sales
Sales                                         $       225,022                           $       244,480
Cost of sales                                         109,720               48.8                123,137               50.4

Gross margin                                          115,302               51.2                121,343               49.6
SG&A                                                   57,086               25.4                 62,982               25.8
Research and development                                9,614                4.2                 10,208                4.2

Operating profit                              $        48,602               21.6        $        48,153               19.7


Six Months Ended                                Jan. 31, 2009         % of Sales          Jan. 31, 2008         % of Sales
Sales                                         $       445,351                           $       459,094
Cost of sales                                         215,530               48.4                226,603               49.4

Gross margin                                          229,821               51.6                232,491               50.6
SG&A                                                  119,470               26.8                124,729               27.2
Research and development                               19,881                4.5                 19,826                4.3

Operating profit                              $        90,470               20.3        $        87,936               19.2

The tables below present sales by market and geography within the Life Sciences segment for the three and six months ended January 31, 2009 and January 31, 2008, including the effect of exchange rates for comparative purposes.

                                                                                                                             %
                                                                                                   Exchange          Change in
                                                                                         %             Rate              Local
Three Months Ended                     Jan. 31, 2009          Jan. 31, 2008         Change           Impact           Currency

By Market
Medical (a)                          $        96,887        $       106,432           (9.0 )      $  (5,948 )             (3.4 )
BioPharmaceuticals (a)                       128,135                138,048           (7.2 )         (9,843 )             (0.1 )

Total Life Sciences                  $       225,022        $       244,480           (8.0 )      $ (15,791 )             (1.5 )


By Geography
Western Hemisphere                   $        84,867        $        95,897          (11.5 )      $    (705 )            (10.8 )
Europe                                       107,676                117,471           (8.3 )        (15,163 )              4.6
Asia                                          32,479                 31,112            4.4               77                4.1

Total Life Sciences                  $       225,022        $       244,480           (8.0 )      $ (15,791 )             (1.5 )

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


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