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PLL > SEC Filings for PLL > Form 10-Q on 9-Jun-2009All Recent SEC Filings

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Form 10-Q for PALL CORP


9-Jun-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 Pall Corporation and its subsidiaries (hereinafter collectively called the "Company") 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 (i.e., had exchange rates not changed year over year) unless otherwise indicated. Company management considers local currency change to be an important measure because by excluding the impact of 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 exchange rates 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 16% to $555,883 from $661,680 in the third quarter of fiscal year 2008. For the nine months of fiscal year 2009, sales decreased 9.3% compared to the same period of fiscal year 2008. Exchange rates used to translate foreign subsidiary results into U.S. dollars, reduced reported sales by $65,464 and $110,477 in the quarter and nine 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 and Chinese Renminbi. In local currency, sales decreased 6.1% and 3.3% in the quarter and nine months, respectively. Increased pricing achieved in both the Life Sciences and Industrial segments contributed $10,279 and $20,886 to overall sales in the quarter and nine months, respectively. 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) in the quarter, attributable to growth in both the Medical and BioPharmaceuticals markets. Life Sciences segment sales in the nine months increased 2.2% (in local currency), attributable to growth in the BioPharmaceuticals market. Sales in the Medical market were flat in the nine months. Industrial segment sales decreased 12.4% (in local currency) in the quarter and 6.7% in the nine months reflecting declines in the Energy, Water & Process Technologies ("EWPT") and Microelectronics markets. The Aerospace & Transportation market increased 3.2% in the quarter and 5.3% in the nine months.
Overall systems sales increased 2% in the quarter as growth in EWPT's Municipal Water market and in the BioPharmaceuticals market were partly offset by declines in the Aerospace & Transportation market and in various other markets within the EWPT. For the nine months, overall systems sales increased 1% as growth in EWPT's Municipal Water market was partly offset by declines in all other markets. Systems sales represented 12.9% of total sales in the quarter compared to 12.2% in the third quarter of fiscal year 2008. Systems sales in the nine months represented 11.9% of total sales compared to 11.7% in the nine 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 47.5% in the quarter compared to 48.8% in the third quarter of fiscal year 2008. Gross margins were negatively impacted by a shift in product mix to a higher percentage of systems sales (about 13% of total sales in the quarter compared to about 12% in the third quarter of fiscal year 2008) and a change in market mix within the Industrial segment resulting from decreased sales in higher margin markets such as Microelectronics and Industrial Manufacturing as well as within the Life Sciences segment (a higher percentage of sales in Medical than in the higher margin BioPharmaceuticals market). Reduced absorption of manufacturing overhead, related to lower volumes, also negatively impacted gross margins in the quarter. These negative impacts were partly offset by improved pricing, which contributed about 100 basis points in margin, and the effects of the ongoing cost reduction and lean manufacturing initiatives, which offset inflation of manufacturing costs. For the nine months, gross margin, as a percentage of sales, was 47.7% compared to 47.2% in the nine months of fiscal year 2008. The increase in gross margin reflects improved pricing in both segments which contributed approximately 70 basis points in margin and effects of the ongoing cost reduction and lean manufacturing initiatives, which offset inflation of manufacturing costs. These positive impacts were partly offset by a change in market mix within Industrial and Life Sciences and reduced absorption of manufacturing overhead related to lower volumes as discussed above. 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 $26,738, or 13.7% (4.4% in local currency). As a percentage of sales, SG&A expenses were 30.4% compared to 29.5% in the third 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 partly offset by the impact of the Company's cost reduction initiatives. For the nine months, SG&A expenses decreased by $28,980, or about 5% (flat in local currency). As a percentage of sales, SG&A expenses were 30.8% compared to 29.5% in the nine 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, including those related to the expansion into Latin American and other geographies, as well as consulting costs, mainly related to the Company's Pricing Excellence and Enterprise Risk Management initiatives, partly offset by the impact of the Company's cost reduction initiatives described below.
In fiscal year 2007, the Company launched the equivalent of its European cost reduction initiative ("EuroPall") in the Western Hemisphere ("AmeriPall"). In fiscal year 2009, the Company also began implementing the second phase of its European cost reduction initiative ("EuroPall II"). Furthermore, in the second and third quarters of fiscal year 2009, the Company commenced plans to reduce its workforce globally in response to current economic conditions. Savings related to these cost reduction plans have impacted the third quarter and nine month results.
Research and development ("R&D") expenses were $16,218 in the quarter compared to $18,537 in the third quarter of fiscal year 2008, a decrease of about 12.5% (7.3% in local currency). As a percentage of sales, R&D expenses were 2.9% compared to 2.8% in the third quarter of fiscal year 2008. For the nine months, R&D expenses were $52,570 compared to $53,524 in the nine months of fiscal year 2008, a decrease of about 2% (an increase of 2% in local currency). As a percentage of sales, R&D expenses were 3.1% compared to 2.9% for the nine months of fiscal years 2009 and 2008, respectively.
In the third quarter of fiscal year 2009, the Company recorded restructuring and other charges ("ROTC") of $8,369. ROTC in the quarter was primarily comprised of severance and other costs related to the Company's cost reduction initiatives and an increase to a previously established environmental reserve. Such charges were partly offset by the reversal of excess restructuring reserves that were previously recorded in the Company's consolidated statements of earnings in fiscal years 2008 and 2007. In the nine months of fiscal year 2009, the Company recorded ROTC of $25,291, which was primarily comprised of severance and other costs related to the Company's on-going cost reduction initiatives, a charge to write-off in-process R&D acquired in the acquisition of GeneSystems, SA ("GeneSystems") (refer to Note 3, Acquisitions, to the accompanying condensed consolidated financial statements for further discussion of purchase accounting), a charge for the other-than-temporary diminution in value of certain equity and debt investment securities held by its benefits protection trust, a charge for the impairment of capitalized software, increases to previously established environmental reserves, net of an insurance settlement and legal fees related to matters that were under inquiry by the audit committee, net of an insurance settlement (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 the reversal of excess restructuring reserves that were previously recorded in the Company's consolidated statements of earnings in fiscal years 2008 and 2007.


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In the third quarter of fiscal year 2008, the Company recorded ROTC of $5,495. ROTC in the quarter was primarily comprised of legal and other professional fees related to matters that were under inquiry by the audit committee. Additionally, ROTC includes severance and other exit costs related to the Company's on-going cost reduction initiatives. Such charges were partly offset by the reversal of excess restructuring reserves previously recorded in the Company's consolidated statements of earnings in fiscal years 2007 and 2006. In the nine months of fiscal year 2008, the Company recorded ROTC of $28,123. ROTC in the nine months was primarily comprised of legal and other professional fees related to matters that were under inquiry by the audit committee, as discussed above. Additionally, ROTC in the nine months includes severance and other exit 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 Company's consolidated statements of earnings in fiscal years 2007, 2006 and 2005.
The details of ROTC for the three and nine months ended April 30, 2009 and April 30, 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 nine months ended April 30, 2009 and in fiscal years 2008, 2007 and 2006:

                                                                 Lease
                                                           Termination
                                                         Liabilities &
                                          Severance              Other         Total
      2009
      Original charge                   $    14,667     $        3,581     $  18,248
      Utilized                               (7,587 )           (3,420 )     (11,007 )
      Other changes (a)                          (6 )               12             6

      Balance at Apr. 30, 2009          $     7,074     $          173     $   7,247


      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                                 (607 )             (201 )        (808 )
      Reversal of excess reserves (b)           (24 )               (4 )         (28 )
      Other changes (a)                        (100 )              (22 )        (122 )

      Balance at Apr. 30, 2009          $       244     $           40     $     284


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                                                                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                              (1,275 )              (13 )      (1,288 )
      Reversal of excess reserves (b)         (136 )                -          (136 )
      Other changes (a)                       (181 )               (4 )        (185 )

      Balance at Apr. 30, 2009          $    1,946     $            5     $   1,951


      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                                (678 )                -          (678 )
      Other changes (a)                          -                  -             -

      Balance at Apr. 30, 2009          $      173     $            -     $     173

(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 $70,896 in the quarter compared to $103,449 in the third quarter of fiscal year 2008, reflecting the factors discussed above. The impact of foreign currency translation reduced EBIT by $12,159 in the quarter. As a percentage of sales, EBIT was 12.8% compared to 15.6% in the third quarter of fiscal year 2008. EBIT were $205,772 in the nine months compared to $245,594 in the nine months of fiscal year 2008, reflecting the factors discussed above. The impact of foreign currency translation reduced EBIT by $17,773 in the nine months. As a percentage of sales, EBIT was 12.3% compared to 13.3% in the nine months of fiscal year 2008.
Net interest expense in the quarter decreased to $6,576 from $9,944 in the third 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 nine months, net interest expense decreased to $22,555 from $25,728 in the nine months of fiscal year 2008 reflecting the same factors evident in the quarter.


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In the third quarter of fiscal year 2009, the Company's effective tax rate was 31.3% as compared to 32.3% in the third quarter of fiscal year 2008. For the first nine months of fiscal year 2009, the Company's effective tax rate was 31.2% as compared to 33.0% in the same period of fiscal year 2008. For the three months ended April 30, 2009 and 2008, the effective tax rate varied from the U.S. federal statutory rate primarily due to the net impact of foreign operations. For the nine months ended April 30, 2009, the effective tax rate varied from the U.S. federal statutory rate primarily due to the net impact of foreign operations and the retroactive extension of the federal research credit provided for in the Emergency Economic Stabilization Act of 2008. For the nine months ended April 30, 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 approximately 31.2% 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 other nonrecurring factors.
Net earnings in the quarter were $44,162, or 37 cents per share, compared with net earnings of $63,274, or 51 cents per share in the third quarter of fiscal year 2008. In summary, the decline in net earnings dollars in the quarter reflects the decrease in EBIT partly offset by a decline in net interest expense and a decrease in the effective tax rate. 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 nine months were $126,120, or $1.05 per share, compared with net earnings of $147,364, or $1.19 per share in the nine months of fiscal year 2008. In summary, the decline in net earnings dollars in the nine months primarily reflects the decrease in EBIT partly offset by a decline in net interest expense and a decrease in the effective tax rate. 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. Company management estimates that foreign currency translation reduced net earnings per share by 7 cents in the quarter and 10 cents in the nine months. The acquisition of GeneSystems was dilutive to earnings by 1 cent and 4 cents per share in the quarter and nine 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 nine months ended April 30, 2009 and April 30, 2008.

                                      Apr. 30,              %         Apr. 30,              %              %
Three Months Ended                        2009         Margin             2008         Margin         Change
SALES:
Life Sciences                        $ 236,320                       $ 252,996                          (6.6 )
Industrial                             319,563                         408,684                         (21.8 )

Total                                $ 555,883                       $ 661,680                         (16.0 )

OPERATING PROFIT:
Life Sciences                           52,459           22.2        $  55,928           22.1           (6.2 )
Industrial                              40,569           12.7           66,181           16.2          (38.7 )

Total operating profit                  93,028           16.7          122,109           18.5          (23.8 )
General corporate expenses              13,763                          13,165                           4.5

Earnings before ROTC, interest
expense, net and income taxes           79,265           14.3          108,944           16.5          (27.2 )
ROTC                                     8,369                           5,495
Interest expense, net                    6,576                           9,944

Earnings before income taxes         $  64,320                       $  93,505


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                                        Apr. 30,              %           Apr. 30,              %              %
Nine Months Ended                           2009         Margin               2008         Margin         Change
SALES:
Life Sciences                        $   681,671                       $   712,090                          (4.3 )
Industrial                               995,530                         1,136,344                         (12.4 )

Total                                $ 1,677,201                       $ 1,848,434                          (9.3 )

OPERATING PROFIT:
Life Sciences                        $   142,929           21.0        $   143,864           20.2           (0.6 )
Industrial                               131,557           13.2            166,701           14.7          (21.1 )

Total operating profit                   274,486           16.4            310,565           16.8          (11.6 )
General corporate expenses                43,423                            36,848                          17.8

Earnings before ROTC, interest
expense, net and income taxes            231,063           13.8            273,717           14.8          (15.6 )
ROTC                                      25,291                            28,123
Interest expense, net                     22,555                            25,728

Earnings before income taxes         $   183,217                       $   219,866

Life Sciences:
   Presented below are Summary Statements of Operating Profit for the Life
Sciences segment for the three and nine months ended April 30, 2009 and
April 30, 2008:

Three Months Ended                             Apr. 30, 2009         % of Sales          Apr. 30, 2008         % of Sales

Sales                                         $       236,320                           $       252,996
Cost of sales                                         111,662               47.3                119,169               47.1

Gross margin                                          124,658               52.7                133,827               52.9
SG&A                                                   62,454               26.4                 67,763               26.8
Research and development                                9,745                4.1                 10,136                4.0

Operating profit                              $        52,459               22.2        $        55,928               22.1




Nine Months Ended                              Apr. 30, 2009         % of Sales          Apr. 30, 2008         % of Sales

Sales                                         $       681,671                           $       712,090
Cost of sales                                         327,192               48.0                345,772               48.6

Gross margin                                          354,479               52.0                366,318               51.4
SG&A                                                  181,924               26.7                192,492               27.0
Research and development                               29,626                4.3                 29,962                4.2

Operating profit                              $       142,929               21.0        $       143,864               20.2


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The tables below present sales by market and geography within the Life Sciences segment for the three and nine months ended April 30, 2009 and April 30, 2008, including the effect of exchange rates for comparative purposes.

                                                                                                      Exchange                       %
                                                                                            %             Rate               Change in
Three Months Ended                        Apr. 30, 2009          Apr. 30, 2008         Change           Impact          Local Currency
By Market
Medical (a)                             $        98,051        $       102,245           (4.1 )      $  (9,560 )                   5.2
BioPharmaceuticals (a)                          138,269                150,751           (8.3 )        (17,374 )                   3.2

Total Life Sciences                     $       236,320        $       252,996           (6.6 )      $ (26,934 )                   4.1


By Geography
Western Hemisphere                      $        92,170        $        95,387           (3.4 )      $    (704 )                  (2.6 )
Europe                                          107,663                125,068          (13.9 )        (23,854 )                   5.2
Asia                                             36,487                 32,541           12.1           (2,376 )                  19.4
. . .
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