Back to GetFilings.com



Click Here for Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended April 30, 2004 or

   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                          to

Commission File Number 1- 4311

PALL CORPORATION
(Exact name of registrant as specified in its charter)

New York 11-1541330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
2200 Northern Boulevard, East Hills, NY 11548
(Address of principal executive offices)  (Zip Code)
   
(516) 484-5400
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes   No

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes   No

     The number of shares of the registrant’s common stock outstanding as of June 8, 2004 was 125,098,488.

 


Table of Contents

  Page No.
       
 PART I. FINANCIAL INFORMATION    
   
 Item 1. Financial Statements (Unaudited)
       
  Condensed Consolidated Balance Sheets at April 30, 2004 and August 2, 2003. 3  
       
  Condensed Consolidated Statements of Earnings for the three and nine months ended April 30, 2004 and May 3, 2003. 4  
       
  Condensed Consolidated Statements of Cash Flows for the nine months ended April 30, 2004 and May 3, 2003. 5  
       
  Notes to Condensed Consolidated Financial Statements. 6  
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 13  
       
Item 3. Quantitative and Qualitative Disclosures about Market Risk 20  
       
Item 4. Controls and Procedures 20  
       
PART II. OTHER INFORMATION    
       
Item 1. Legal Proceedings. 21  
       
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities. 21  
       
Item 6. Exhibits and Reports on Form 8-K. 22  
       
SIGNATURES 23  

2


Back to Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)

    Apr. 30, 2004   Aug. 2, 2003  




ASSETS              
Current assets:              
Cash and cash equivalents
  $ 168,714   $ 126,653  
Short-term investments
    23,800     23,100  
Accounts receivable, net
    427,652     423,467  
Inventories
    302,300     274,442  
Other current assets
    98,976     90,772  




Total current assets
    1,021,442     938,434  
Property, plant and equipment, net     591,916     600,153  
Goodwill, net     241,536     240,579  
Intangible assets, net     44,525     50,747  
Other non-current assets     193,153     186,813  




Total assets
  $ 2,092,572   $ 2,016,726  




LIABILITIES AND STOCKHOLDERS’ EQUITY              
Current liabilities:              
Accounts payable and other current liabilities
  $ 295,334   $ 307,835  
Income taxes
    39,827     49,870  
Current portion of long-term debt
    28,089     44,914  
Notes payable to banks
    25,510     18,877  




Total current liabilities
    388,760     421,496  
Long-term debt, net of current portion     500,957     489,870  
Deferred taxes and other non-current liabilities     173,897     170,824  




Total liabilities
    1,063,614     1,082,190  




Stockholders’ equity:              
Common stock, par value $.10 per share
    12,796     12,796  
Capital in excess of par value
    110,206     109,616  
Retained earnings
    940,459     884,690  
Treasury stock, at cost
    (67,203 )   (70,198 )
Stock option loans
    (2,689 )   (1,955 )
Accumulated other comprehensive income (loss):              
Foreign currency translation
    70,082     28,906  
Minimum pension liability
    (33,054 )   (33,054 )
Unrealized investment (losses) gains
    (1,114 )   4,435  
Unrealized losses on derivatives
    (525 )   (700 )




      35,389     (413 )




Total stockholders’ equity     1,028,958     934,536  




Total liabilities and stockholders’ equity   $ 2,092,572   $ 2,016,726  




See accompanying notes to condensed consolidated financial statements.

3


Back to Contents

PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)

      Three Months Ended     Nine Months Ended  
   
 
 
    Apr. 30, 2004   May 3, 2003   Apr. 30, 2004   May 3, 2003  








Net sales   $ 463,921   $ 421,491   $ 1,266,292   $ 1,142,223  
Cost of sales     233,634     205,587     649,071     579,933  








Gross profit     230,287     215,904     617,221     562,290  
                           
Selling, general and administrative expenses
    147,972     138,664     423,517     384,361  
Research and development
    15,707     14,255     43,200     39,715  
Restructuring and other charges, net
    681     5,036     10,646     46,335  
Interest expense, net
    4,797     5,765     15,040     19,238  








Earnings before income taxes
    61,130     52,184     124,818     72,641  
Income taxes     14,616     11,829     28,780     24,045  








Net earnings   $ 46,514   $ 40,355   $ 96,038   $ 48,596  








Earnings per share:                        
Basic
  $ 0.37   $ 0.33   $ 0.76   $ 0.40  
Diluted
  $ 0.37   $ 0.33   $ 0.76   $ 0.39  
                           
Dividends declared per share   $ 0.09   $ 0.09   $ 0.27   $ 0.27  
Average shares outstanding:                          
Basic
    126,053     123,146     125,856     122,983  
Diluted
    127,190     123,891     126,960     123,745  

See accompanying notes to condensed consolidated financial statements.

 

4


Back to Contents

PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

    Nine Months Ended  
   




 
    Apr. 30, 2004   May 3, 2003  




Net cash provided by operating activities   $ 123,896   $ 133,617  
Investing activities:              
Acquisitions of businesses, net of cash acquired     (3,855 )   (14,095 )
Dispositions of businesses     1,850      
Capital expenditures     (39,813 )   (39,303 )
Disposals of fixed assets     6,161     4,110  
Short-term investments     (700 )   16,600  
Investments     (3,553 )   (3,471 )
Proceeds from sale of investments     125      
Other     (2,338 )   (2,273 )




Net cash used by investing activities     (42,123 )   (38,432 )




Financing activities:              
Notes payable     5,029     (375,883 )
Long-term borrowings     36,017     445,191  
Repayments of long-term debt     (50,228 )   (137,386 )
Net proceeds from stock plans     41,616     8,423  
Proceeds from termination of interest rate swaps         7,533  
Purchase of treasury stock     (45,000 )    
Dividends paid     (33,845 )   (33,175 )




Net cash used by financing activities     (46,411 )   (85,297 )




Cash flow for period     35,362     9,888  
Cash and cash equivalents at beginning of year     126,653     105,224  
Effect of exchange rate changes on cash     6,699     10,051  




Cash and cash equivalents at end of period   $ 168,714   $ 125,163  




Supplemental disclosures:            
Interest paid
  $ 16,546   $ 19,932  
Income taxes paid (net of refunds)
    47,513     24,195  
               

See accompanying notes to condensed consolidated financial statements.

5


Back to Contents

 

PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

     The consolidated financial information included herein is unaudited. However, such information reflects all adjustments which are, in the opinion of management, necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows as of the dates and for the periods presented herein. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2003 (“2003 Form 10-K”).

     Financial Accounting Standards Board (“FASB”) Interpretation No. 46-R, Consolidation of Variable Interest Entities (“FIN No. 46-R”), was issued in December 2003. FIN No. 46-R, which modifies certain provisions and effective dates of FIN No. 46, sets forth criteria to be used in determining whether an investment in a variable interest entity should be consolidated, and is based on the general premise that companies that control another entity through interests other than voting interests should consolidate the controlled entity. The Company adopted FIN No. 46-R on February 1, 2004 and it did not have a material effect on the Company’s results of operations, cash flows or financial position.

NOTE 2 – BALANCE SHEET DETAILS

The following tables provide details of selected balance sheet items:

    Apr. 30, 2004   Aug. 2, 2003  
Accounts receivable, net:  

 

 
Accounts receivable
  $ 440,198   $ 435,167  
Less: Allowances for doubtful accounts
    12,546     11,700  




  $ 427,652   $ 423,467  




Inventories:              
Raw materials and components
  $ 85,796   $ 86,302  
Work-in-process
    54,340     39,676  
Finished goods
    162,164     148,464  




  $ 302,300   $ 274,442  




               
Property, plant and equipment, net:              
Property, plant and equipment
  $ 1,196,255   $ 1,163,418  
Less: Accumulated depreciation and amortization
    604,339     563,265  




  $ 591,916   $ 600,153  




NOTE 3 – GOODWILL AND INTANGIBLE ASSETS

     The following table presents goodwill, net of accumulated amortization, allocated by reportable segment in accordance with SFAS No. 142:

    Apr. 30, 2004   Aug. 2, 2003  




Medical   $ 28,039   $ 27,290  
BioPharmaceuticals     29,006     28,697  




Life Sciences     57,045     55,987  




General Industrial     156,355     156,414  
Aerospace     6,127     6,125  
Microelectronics     22,009     22,053  




Industrial     184,491     184,592  




    $ 241,536   $ 240,579  




     The change in the carrying amount of goodwill is primarily attributable to the changes in foreign exchange rates used to translate the goodwill contained in the financial statements of foreign subsidiaries as well as the reversal of excess restructuring accruals that were originally recorded as adjustments to goodwill recorded in the FSG acquisition, in accordance with EITF 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination.

6


Back to Contents

PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands, except per share data)
(Unaudited)

     Intangible assets, net, consist of the following:

    Apr. 30, 2004   Aug. 2, 2003  
   




 




 
    Gross   Accumulated
Amortization
  Gross   Accumulated
Amortization
 








Patents and unpatented technology   $ 78,243   $ 37,163   $ 78,574   $ 32,588  
Trademarks     3,601     1,366     3,529     1,139  
Other     4,840     3,630     5,729     3,358  








    $ 86,684   $ 42,159   $ 87,832   $ 37,085  








     Amortization expense for these intangible assets for the three and nine months ended April 30, 2004 was $2,374 and $6,392, respectively. Amortization expense for the three months and nine months ended May 3, 2003 was $2,051 and $5,947, respectively. Amortization expense is estimated to be approximately $1,437 for the remainder of fiscal 2004 and $5,900 in 2005, $5,600 in 2006, $5,500 in 2007, $4,400 in 2008 and $4,000 in 2009.

NOTE 4 – OTHER NON-CURRENT ASSETS

     At April 30, 2004, the Company owned 6,175 shares of V.I. Technologies, Inc. (“VITEX”) at an adjusted cost basis (original cost less any impairment losses previously recognized) of $1.27 per share, or $7,815. The Company’s investment in VITEX has been recorded at the April 30, 2004 fair market value of $1.14 per share, or $7,039, in the accompanying condensed consolidated balance sheet. The market price of VITEX shares has been extremely volatile since October 31, 2003 with a price as low as $.55 and as high as $2.57 per share. This volatility appeared to be related to the set back of one of two Phase III clinical trials and VITEX’s cash position at that time. Since January and February of 2004, when VITEX raised cash totaling $14,900 via the sale of common stock, the stock price has become less volatile.

NOTE 5 – PRODUCT WARRANTY

     The Company warrants its products against defect in design, materials and workmanship over various time periods. Warranty costs are recorded based upon experience. The warranty accrual as of April 30, 2004 and August 2, 2003 is immaterial to the consolidated financial position of the Company and the change in the accrual for the current quarter and the first nine months of fiscal 2004 is immaterial to the Company’s consolidated results of operations, cash flows or financial position.

NOTE 6 – TREASURY STOCK

     In October 2003, the Company’s Board of Directors authorized and announced the expenditure of up to $200,000 to repurchase shares of the Company’s common stock. The Company’s shares may be purchased over time, as market and business conditions warrant. There is no time restriction on this authorization. During the third quarter of fiscal 2004, we purchased 1,878 shares in open-market transactions at an aggregate cost of $45,000 with an average price per share of $23.97. Therefore, $155,000 remains to be expended under the current stock repurchase program. The Company did not purchase treasury stock during the first six months of fiscal 2004. Repurchased shares are held in treasury for use in connection with the Company’s stock plans and for general corporate purposes.

     During the three and nine month periods ended April 30, 2004, 550 and 2,223 shares, net of shares traded in, were issued for the Company’s stock plans. At April 30, 2004, the Company held 2,940 treasury shares.

NOTE 7 – CONTINGENCIES AND COMMITMENTS

     In January 2004, the Company increased its environmental liabilities by $11,500 as a result of a change in the estimated duration and costs of the remediation effort at the Ann Arbor, Michigan facility of the Company’s subsidiary Gelman Sciences.

     On May 12, 2004, the City of Ann Arbor filed a lawsuit against Gelman Sciences in Washtenaw County Circuit Court. The City’s suit seeks damages, including the cost of replacing a municipal water supply well allegedly affected by the 1,4-dioxane groundwater contamination, as well as injunctive relief in the form of an order requiring Gelman Sciences to remediate the soil and groundwater beneath the City. The contamination levels allegedly detected in the municipal well at issue, however, are well below applicable cleanup standards and the Company will vigorously defend against the claim.

 

7


Back to Contents

PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands, except per share data)
(Unaudited)

     The Company’s balance sheet at April 30, 2004 includes liabilities for environmental matters of $22,057, which relates mainly to the aforementioned cleanup. In the opinion of management, the Company is in substantial compliance with applicable environmental laws and its current accruals for environmental remediation are adequate. Because regulatory standards under environmental laws are becoming increasingly stringent, there can be no assurance that future developments, additional information and experience gained will not cause the company to incur material environmental liabilities or costs beyond those accrued in its consolidated financial statements.

NOTE 8 – RESTRUCTURING AND OTHER CHARGES, NET

     The following table summarizes the restructuring related items and other charges/(income) recorded for the three and nine months ended April 30, 2004 and May 3, 2003:

    Three Months Ended
Apr. 30, 2004
  Nine Months Ended
Apr. 30, 2004
 
















    Restructuring   Other
Charges/
Income
  Total   Restructuring   Other
Charges/
(Income)
  Total  












Environmental (a)   $   $   $   $   $ 11,500   $ 11,500  
German pension liability (b)         (58 )   (58 )       (5,334 )   (5,334 )
Severance (c)     178         178     3,294         3,294  
Other exit costs (c)     352         352     538         538  
Loss on sale of assets (c)     (55 )   161     106     64     452     516  
Other         103     103         132     132  












    $ 475   $ 206   $ 681   $ 3,896   $ 6,750   $ 10,646  

 




                                       
Cash   $ 530   $ 100   $ 630   $ 3,832     $11,600 * $ 15,432  
Non-cash     (55 )   106     51     64     (4,850 )   (4,786 )












    $ 475   $ 206   $ 681   $ 3,896   $ 6,750   $ 10,646  












   
* The $11,500 increase to the environmental liability has been classified as long-term in the accompanying condensed consolidated balance sheet.  
    Three Months Ended
May 3, 2003
  Nine Months Ended
May 3, 2003
 
















    Restructuring   Other
Charges
  Total   Restructuring   Other
Charges
  Total  












In-process research and development (d)
  $   $   $   $   $ 37,600   $ 37,600  
Severance (d)     2,893         2,893     6,320         6,320  
Asset write-offs (d)     323           323     528           528  
Lease termination liabilities and other (d)
    1,820         1,820     1,887         1,887  












    $ 5,036   $   $ 5,036   $ 8,735   $ 37,600   $ 46,335  












                                       
Cash   $ 4,713   $   $ 4,713   $ 8,207   $   $ 8,207  
Non-cash     323         323     528     37,600     38,128  












    $ 5,036   $   $ 5,036   $ 8,735   $ 37,600   $ 46,335  












   
(a) In the second quarter of fiscal 2004, the Company increased its environmental liabilities by $11,500 as a result of a change in the estimated duration and costs of the remediation effort at the Ann Arbor, Michigan facility of the Company’s subsidiary Gelman Sciences. For more detail regarding environmental matters, please refer to the Contingencies and Commitments note.
(b) Reflects an adjustment to pension liabilities in Germany due to an over accrual of pension expense that occurred during the preceding five-year period, the effect of which was not significant in any period.

 

8


Back to Contents

PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands, except per share data)
(Unaudi