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 | |
| (Registrants 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 registrants common stock outstanding as of June 8, 2004 was 125,098,488.
Table of Contents
2
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
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
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
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 Companys 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 Companys 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 Companys 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
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 Companys 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 VITEXs 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 Companys consolidated results of operations, cash flows or financial position.
NOTE 6 TREASURY STOCK
In October 2003, the Companys Board of Directors authorized and announced the expenditure of up to $200,000 to repurchase shares of the Companys common stock. The Companys 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 Companys 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 Companys 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 Companys subsidiary Gelman Sciences.
On May 12, 2004, the City of Ann Arbor filed a lawsuit against Gelman Sciences in Washtenaw County Circuit Court. The Citys 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
PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands, except per share data)
(Unaudited)
The Companys 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 Companys 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
PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands, except per share data)
(Unaudi