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WAT > SEC Filings for WAT > Form 10-Q on 7-Aug-2009All Recent SEC Filings

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Form 10-Q for WATERS CORP /DE/


7-Aug-2009

Quarterly Report


Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Business and Financial Overview
The Company's sales were $363 million and $399 million for the three months ended July 4, 2009 (the "2009 Quarter") and June 28, 2008 (the "2008 Quarter"), respectively. The Company's sales were $696 million and $770 million for the six months ended July 4, 2009 (the "2009 Period") and June 28, 2008 (the "2008 Period"), respectively. Sales decreased by 9% in the 2009 Quarter over the 2008 Quarter and 10% in the 2009 Period over the 2008 Period. These declines in sales are primarily due to lower instrument spending by the Company's customers as a result of the global economic recessionary conditions, as well as the effect of foreign currency translation, which lowered sales by 5% in both the 2009 Quarter and 2009 Period. In the 2009 Quarter and 2009 Period, as compared with the 2008 Quarter and 2008 Period, instrument system sales declined 13% and 17%, respectively, and recurring sales of chemistry consumables and service decreased 4% and 1%, respectively. Recently acquired companies added 2% and 1%, respectively, to the 2009 Quarter and 2009 Period sales as compared with the 2008 Quarter and 2008 Period sales. The 2009 Period also benefited from three more selling days than the 2008 Period due to the Company's interim fiscal calendar. As such, there will be conversely fewer selling days in the Company's fiscal fourth quarter of 2009. The Company anticipated these additional selling days in the Company's business outlook and estimates that these additional selling days contributed approximately 1-2% to the 2009 Period recurring revenue sales as compared to the 2008 Period.
During the 2009 Quarter as compared with the 2008 Quarter, sales increased in Asia (including Japan) by 2% while sales decreased in the U.S., Europe, and the rest of the world by 6%, 17% and 28%, respectively. During the 2009 Period, sales decreased in the U.S., Europe, Asia and the rest of the world by 6%, 17%, 2% and 22%, respectively, as compared with the 2008 Period. The effect of foreign currency translation lowered the sales rates in the 2009 Quarter by 13% in Europe and 2% in the rest of the world. The effect of foreign currency translation lowered the sales rates in the 2009 Period by 14% in Europe and 7% in the rest of the world.
In the 2009 Quarter and 2009 Period as compared with the 2008 Quarter and 2008 Period, global sales to pharmaceutical customers decreased 9% and 10%, respectively. In the 2009 Quarter and 2009 Period, global sales to industrial customers decreased 15% and 16%, respectively. These decreases are primarily a result of the reduced spending on instrument systems caused by the global economic recession and the strengthening of the U.S. dollar in developing economies, including India, South America and Eastern Europe. Global sales to government and academic customers were 4% and 8% higher in the 2009 Quarter and 2009 Period, respectively, and can be primarily attributed to sales of the newly introduced mass spectrometry instrument systems, higher ACQUITY UPLC® instrument systems sales and global governmental stimulus spending programs.
The Waters Division sales declined by 8% and 9% in the 2009 Quarter and 2009 Period as compared to the 2008 Quarter and 2008 Period, respectively. The Waters Division's products and services consist of high performance liquid chromatography ("HPLC"), ultra performance liquid chromatography® ("UPLC" and together with HPLC, herein referred to as "LC"), mass spectrometry ("MS") and chemistry consumable products and related services. The Waters Division sales decline was primarily attributable to weaker demand for instrument systems and recurring revenue from the Company's chemistry consumables and service businesses.
In February 2009, the Company acquired all of the remaining outstanding capital stock of Thar Instruments, Inc. ("Thar"), a privately held global leader in the design, development and manufacture of analytical and preparative supercritical fluid chromatography and supercritical fluid extraction ("SFC") systems, for $36 million in cash, including the assumption of $4 million of debt. The Company had previously made a $4 million equity investment in Thar in June 2007. Waters Division expects that Thar will add approximately $20 million of product sales and be about neutral to earnings in 2009 after debt service costs.
Sales for the TA Division ("TA") decreased by 15% and 12% in the 2009 Quarter and 2009 Period as compared to the 2008 Quarter and 2008 Period, respectively. TA's products and services consist of thermal analysis, rheometry and calorimetry instrument systems and service sales. TA's sales decline in the 2009 Quarter and 2009 Period can be primarily attributed to the decrease in spending by the Company's industrial customers as a result of the global economic recession and the effect of foreign currency translation, which lowered sales by 3% for both the 2009 Quarter and the 2009 Period. The July 2008 acquisition of VTI Corporation ("VTI") added 2% to TA's sales growth in both the 2009 Quarter and 2009 Period compared to the 2008 Quarter and 2008 Period.


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Operating income was $87 million in both the 2009 Quarter and 2008 Quarter. In the 2009 Period and 2008 Period, operating income was $172 million and $175 million, respectively. The changes in operating income are primarily a result of the decline in overall sales volume in 2009 as compared to 2008 and the impact of $6 million of expense incurred in the 2009 Quarter and 2009 Period in connection with the TA building lease termination payment. These reductions in operating income were offset by lower selling, administrative and research and development expenses achieved through cost reductions, the net favorable effect of foreign currency translation and a $9 million impact of expense recorded in the 2008 Quarter and 2008 Period related to out-of-period adjustments for capitalized software amortization.
During the 2008 Quarter, the Company identified errors originating in periods prior to the three months ended June 28, 2008. The errors primarily relate to
(i) an overstatement of the Company's income tax expense of $16 million as a result of errors in recording its income tax provision during the period from 2000 to March 29, 2008 and (ii) an understatement of amortization expense of $9 million for certain capitalized software. The Company incorrectly calculated its provision for income taxes by tax-effecting its tax liability utilizing a U.S. tax rate of 35% instead of an Irish tax rate of 10%. In addition, the Company incorrectly accounted for Irish-based capitalized software and the related amortization expense as U.S. Dollar-denominated instead of Euro-denominated, resulting in an understatement of amortization expense and cumulative translation adjustment. The Company identified and corrected the errors in the three months ended June 28, 2008, which had the effect of increasing cost of sales by $9 million; reducing gross profit and income from operations before income tax by $9 million; reducing the provision for income taxes by $16 million and increasing net income by $8 million. For the three and six months ended June 28, 2008, the errors reduced the Company's effective tax rate by 18.1 percentage points and 8.9 percentage points, respectively. In addition, the out-of-period adjustments had the following effect on the consolidated balance sheet as of June 28, 2008: increased the gross carrying value of capitalized software by $46 million; increased accumulated amortization for capitalized software by $36 million; reduced deferred tax liabilities by $14 million and increased accumulated other comprehensive income by $17 million. The Company also recorded approximately $5 million of tax benefit in the 2009 Period associated with the reversal of a $5 million tax provision, recorded in the three months ended September 27, 2008, related to the reorganization of certain foreign legal entities. The recognition of this tax benefit was a result of changes in income tax regulations promulgated by the U.S. Treasury in February 2009. This $5 million tax benefit decreased the Company's effective tax rate by 2.7 percentage points in the 2009 Period. Net income per diluted share was $0.72 and $0.82 in the 2009 Quarter and 2008 Quarter, respectively. Net income per diluted share was $1.47 and $1.49 in the 2009 Period and 2008 Period, respectively. The change in net income per diluted share in the 2009 Quarter and 2009 Period as compared with the 2008 Quarter and 2008 Period can be attributed to the following factors:
• The impact of the 2008 out-of-period adjustments related to capitalized software amortization increased both the 2008 Quarter and 2008 Period net income per diluted share by $0.08.

• The $6 million TA lease termination payment decreased both the 2009 Quarter and 2009 Period net income per diluted share by $0.04.

• The $5 million tax benefit recorded in the first quarter of 2009 added $0.05 per diluted share to the 2009 Period.

• Lower net interest and lower weighted-average shares and equivalents increased net income per diluted share in both the 2009 Quarter and 2009 Period.

• Higher effective tax rates decreased net income per diluted share in both the 2009 Quarter and 2009 Period.

Net cash provided by operating activities was $174 million and $203 million in the 2009 Period and 2008 Period, respectively. The $29 million decrease is primarily a result of lower cash collections from customers due to the decrease in sales in the 2009 Period compared to the 2008 Period; a $6 million litigation payment made in the 2009 Period, which was expensed in the fourth quarter of 2008; and a $6 million TA building lease termination payment.


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Within cash flows used in investing activities, capital expenditures related to property, plant, equipment and software capitalization were $58 million and $33 million in the 2009 Period and 2008 Period, respectively. The increase in capital expenditures is primarily attributed to $25 million spent to acquire land and construct a new TA facility that was completed in June 2009. In February 2009, the Company acquired all of the remaining outstanding capital stock of Thar for $36 million in cash.
Within cash flows used in financing activities, the Company received $4 million and $16 million of proceeds from stock plans in the 2009 Period and 2008 Period, respectively. The fluctuations in these amounts are primarily attributed to the change in the Company stock price and the expiration of stock option grants. In February 2009, the Company's Board of Directors authorized the Company to repurchase up to $500 million of its outstanding common stock over a two-year period. The Company repurchased $107 million and $152 million of the Company's outstanding common stock in the 2009 Period and 2008 Period, respectively, under the February 2009 authorization and previously announced stock repurchase programs.
Results of Operations
Net Sales
Product sales were $254 million and $287 million for the 2009 Quarter and the 2008 Quarter, respectively, a decrease of 12%. Product sales were $481 million and $558 million for the 2009 Period and the 2008 Period, respectively, a decrease of 14%. The decrease in product sales in both the 2009 Quarter and 2009 Period was primarily due to the overall decline in Waters and TA instrument system sales and adverse effects from foreign currency translation. Service sales were $109 million and $112 million in the 2009 Quarter and the 2008 Quarter, respectively, a decrease of 2%. Service sales were $215 million and $213 million in the 2009 Period and the 2008 Period, respectively, an increase of 1%. The decrease in service sales for the 2009 Quarter is primarily attributable to the effects of foreign currency translation. The increase in the 2009 Period service sales was primarily attributable to increased sales of service plans and billings to a higher installed base of customers and three more selling days, offset by adverse foreign currency translation. Waters Division Net Sales
The Waters Division net sales declined 8% and 9% in the 2009 Quarter and 2009 Period, respectively, as compared to the 2008 Quarter and 2008 Period. The effect of foreign currency translation negatively impacted the Waters Division across all product lines, resulting in a decline in total sales of 5% in both the 2009 Quarter and 2009 Period.
Chemistry consumables sales declined 7% in the 2009 Quarter and 3% in the 2009 Period. These sales declines were driven by slightly lower chemistry consumable sales and the negative effect of foreign currency translation. Waters Division service sales declined 2% in the 2009 Quarter and increased 1% in the 2009 Period due primarily to the impact of the increased sales of service plans and billings to the higher installed base of customers being offset by adverse foreign currency translation. In addition, recurring sales of chemistry consumables and service in the 2009 Period benefited from three more selling days than the 2008 Period. There will be conversely fewer selling days in the Company's fiscal fourth quarter of 2009. Waters instrument system sales (LC and MS) declined 13% in the 2009 Quarter and 17% in the 2009 Period. The decreases in instrument systems sales are primarily attributable to weak industrial and pharmaceutical customer spending caused by the global recession. Waters Division sales by product line in the 2009 Quarter were 52% for instrument systems, 18% for chemistry consumables and 30% for service as compared to 54% for instrument systems, 18% for chemistry consumables and 28% for service in the 2008 Quarter. Waters Division sales by product line in the 2009 Period were 50% for instrument systems, 19% for chemistry consumables and 31% for service as compared to 54% for instrument systems, 18% for chemistry consumables and 28% for service in the 2008 Period.
Geographically, Waters Division sales in the U.S., Europe and the rest of the world declined 2%, 18% and 30%, in the 2009 Quarter, respectively, while sales in Asia increased 3%. Waters Division sales in the U.S., Europe, Asia and the rest of the world declined 4%, 17%, 1% and 24% in the 2009 Period, respectively. These declines are primarily due to lower demand from the Company's industrial and pharmaceutical customers. Sales growth in China in both the 2009 Quarter and 2009 Period was strong and partially offset the weakness in other Asian markets. In Europe, the Company's sales decline in the 2009 Quarter and 2009 Period was primarily driven by weak demand in Eastern Europe. The effects of foreign currency translation decreased sales in Europe by 13% and 14%, respectively, in the 2009 Quarter and 2009 Period. The effects of foreign currency translation decreased sales in the rest of the world by 2% and 7%, respectively, in the 2009 Quarter and 2009 Period.


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TA Division Net Sales
TA's sales decreased 15% in the 2009 Quarter over the 2008 Quarter and 12% in the 2009 Period over the 2008 Period primarily as a result of weak instrument system demand from its industrial customers and an adverse effect from foreign currency translation. The July 2008 acquisition of VTI Corporation added 2% to sales in both the 2009 Quarter and 2009 Period. Instrument system sales declined 18% in the 2009 Quarter and represented 73% of sales in the 2009 Quarter as compared to 75% in the 2008 Quarter. Instrument system sales declined 16% in the 2009 Period and represented 74% of sales in the 2009 Period as compared to 78% in the 2008 Period. TA service sales declined by 8% in the 2009 Quarter and increased by 3% in the 2009 Period. The 2009 Quarter decline in service sales can be primarily attributed to the impact of the current economic downturn while the 2009 Period benefited from the three additional selling days. Geographically, the sales decrease overall for TA was broad-based. Gross Profit
Gross profit for the 2009 Quarter was $219 million compared to $224 million for the 2008 Quarter, a decrease of $5 million, or 2%. Gross profit for the 2009 Period was $424 million compared to $440 million for the 2008 Period, a decrease of $16 million, or 4%. Gross profit as a percentage of sales increased to 60.3% in the 2009 Quarter compared to 56.1% for the 2008 Quarter. Gross profit as a percentage of sales increased to 61.0% in the 2009 Period compared to 57.1% for the 2008 Period. The decrease in gross profit dollars in the 2009 Quarter and 2009 Period can be primarily attributed to the lower sales volume being offset by the $9 million impact of the out-of-period adjustments recorded in the 2008 Quarter and 2008 Period related to capitalized software amortization, the benefits from net favorable foreign currency translation and, to a lesser extent, lower manufacturing costs. During the 2009 Quarter and 2009 Period, the Company's gross profit as a percentage of sales benefited from the favorable movements in certain foreign exchange rates between the currencies where the Company manufactures and services products and the currencies where the sales were transacted, principally the Euro, Japanese Yen and British Pound. The increase in gross profit as a percentage of sales is also primarily a result of a change in sales mix. The 2009 Quarter and 2009 Period contained a higher level of higher margin chemistry consumables and service sales than the 2008 Quarter and 2008 Period.
Selling and Administrative Expenses
Selling and administrative expenses for the 2009 Quarter and the 2008 Quarter were $110 million and $112 million, respectively, a decrease of 2%. Selling and administrative expenses for the 2009 Period and the 2008 Period were $209 million and $218 million, respectively, a decrease of 4%. The decrease in 2009 Quarter and 2009 Period selling and administrative expenses is primarily due to cost reductions, lower incentive compensation and the comparative favorable impact of foreign currency translation offset by the impact of the expense incurred in connection with the TA lease termination payment of $6 million in the 2009 Quarter and 2009 Period. As a percentage of net sales, selling and administrative expenses were 30.2% for the 2009 Quarter and 30.0% for the 2009 Period compared to 28.1% for the 2008 Quarter and 28.3% for the 2008 Period.
Research and Development Expenses
Research and development expenses were $20 million and $22 million for the 2009 Quarter and 2008 Quarter, respectively, a decrease of $2 million, or 11%. Research and development expenses were $38 million and $42 million for the 2009 Period and 2008 Period, respectively, a decrease of 4 million, or 9%. The decrease in research and development expenses for both the 2009 Quarter and 2009 Period is primarily due to the comparative favorable impact of foreign currency translation.
Interest Expense
Interest expense was $3 million and $10 million for the 2009 Quarter and 2008 Quarter, respectively. Interest expense was $6 million and $21 million for the 2009 Period and 2008 Period, respectively. The decrease in interest expense for the 2009 Quarter and 2009 Period is primarily attributable to a significant decrease in average borrowings and lower interest rates during the 2009 Quarter and 2009 Period as compared to the 2008 Quarter and 2008 Period.


Table of Contents

Interest Income
Interest income was $1 million and $5 million for the 2009 Quarter and 2008 Quarter, respectively. Interest income was $2 million and $12 million for the 2009 Period and 2008 Period, respectively. The decrease in interest income is primarily due to significantly lower yields and significantly lower cash and short-term investment balances.
Provision for Income Taxes
The Company's effective tax rates for the 2009 Quarter and 2008 Quarter were an income tax provision of 17.4% and an income tax benefit of 1.2%, respectively. The Company's effective tax rates for the 2009 Period and 2008 Period were an income tax provision of 14.7% and 8.8%, respectively. Included in the effective tax rates for the 2008 Quarter and 2008 Period is a $16 million benefit resulting from the out-of-period adjustments related to software capitalization amortization. The out-of-period adjustments had the effect of reducing the Company's effective tax rate by 18.1 percentage points and 8.9 percentage points in the 2008 Quarter and 2008 Period, respectively. In addition, the income tax provision for the 2009 Period included approximately $5 million of tax benefit associated with the reversal of a $5 million tax provision, recorded in the three months ended September 27, 2008, related to the reorganization of certain foreign legal entities. The recognition of this tax benefit was a result of changes in income tax regulations promulgated by the U.S. Treasury in February 2009. This $5 million tax benefit had the effect of reducing the Company's effective tax rate by 2.7 percentage points for the 2009 Period. After consideration of these items, the remaining changes in the effective tax rates for the 2009 Quarter and 2009 Period are primarily attributable to changes in income in jurisdictions with different effective tax rates.

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