UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
![]() |
Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of
1934 For the fiscal year ended July 31, 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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
2200 Northern Boulevard, East Hills, NY (Address of principal executive offices) |
11548 (Zip Code) |
|
(516) 484-5400
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
Name of exchange
on which registered |
|
Common Stock $.10 par value |
New York Stock Exchange |
|
Common Share Purchase Rights |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained to the best of registrants knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. 
Indicate by check mark whether
the registrant is an accelerated filer (as defined in Rule12b-2 of the
Act). Yes
No 
The aggregate market value of the registrants common stock held by non-affiliates of the registrant, computed by reference to the closing price of a share of common stock on January 30, 2004 (the last business day of the registrants most recently completed second fiscal quarter) was $3,208,911,056.
On October 4, 2004, there were 123,203,277 outstanding shares of the registrants common stock, $.10 par value.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrants proxy statement for the 2004 annual meeting of shareholders, to be held on November 17, 2004 (hereinafter referred to as the Proxy Statement), are incorporated by reference into Part III of this report.
TABLE OF CONTENTS
2
PART I
ITEM 1. BUSINESS.
| (a) | General development of business. |
Pall Corporation, a New York corporation incorporated in July 1946, and its subsidiaries (hereinafter collectively called the Company or referred to as we or our unless the context requires otherwise) is a leading supplier of fine filters, principally made by the Company using its proprietary filter media, and other fluid clarification and separations equipment for the removal of solid, liquid and gaseous contaminants from a wide variety of liquids and gases.
We serve customers in two principal markets: Life Sciences and Industrial. The two principal markets are further divided into five segments: Medical and BioPharmaceuticals (which comprise the Life Sciences business) and General Industrial, Aerospace and Microelectronics (which comprise the Industrial business).
During the past year, we have continued our development and sale of fluid clarification and separations products in a wide variety of markets. Additionally, in fiscal 2002, we acquired the Filtration and Separations Group (FSG) from United States Filter Corporation, significantly expanding our presence in the Industrial market. For additional information, see the Acquisitions note in the notes accompanying the consolidated financial statements in this report.
Additional information about the Company is available on its website at www.pall.com. The Companys periodic and current reports filed with the U.S. Securities and Exchange Commission (SEC) are also available free of charge on its website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
| (b) | Financial information about market segments. |
For financial information of the Company by market segment, please see the Segment Information and Geographies note in the notes accompanying the consolidated financial statements of the Company and the sections under the captions Review of Market Segments and Geographies in Managements Discussion and Analysis of Financial Condition and Results of Operations (Item 7 of this report).
| (c) | Narrative description of business. |
Pall Corporation is a materials science and engineering company with the broadest-based filtration, separations and purification capabilities. Our proprietary products are used to discover, develop and produce pharmaceuticals, produce safe drinking water, protect hospital patients, remove white blood cells from blood, enhance the quality and efficiency of manufacturing processes, keep equipment running efficiently and protect the environment. Requirements for product quality, purity, environmental preservation, health and safety apply to a wide range of industries and across geographic borders. We have a 58-year history of commercializing successful products and continue to develop new materials and technologies for the Life Sciences and Industrial markets and their increasingly difficult fluid filtration, purification and separation challenges. We have an array of core materials and technologies that can be combined and manipulated in many ways to solve complex fluid separation challenges. These proprietary materials, coupled with our ability to engineer them into useful forms are the cornerstones of our capabilities. Our proprietary materials enable us to provide customers with products that are well matched to their needs, to develop new products and to enter new markets. With our acquisition of FSG in fiscal 2002, we enhanced our library of proprietary materials and technologies with sophisticated offerings such as asymmetric membranes, selective adsorption, melt-blown media, nano ceramic membranes and metallic media.
We actively pursue applications in which Pall products can make a substantial difference to the customer and especially target projects that will provide them real gains in performance and economics. The products sold are principally filters made with proprietary Pall filter media produced by chemical film casting, melt-blowing of polymer fibers, papermaking and metallurgical processes. Metal and plastic housings for our filters and a wide variety of appurtenant devices are also made. Competition is intense in all of our markets and includes many large and small companies in our global markets; however, no one company has a significant presence in all of our markets.
LIFE SCIENCES BUSINESS:
During the first quarter of fiscal 2003, we reorganized the Life Sciences business. As a result, the hospital and medical OEM sub-segments, which were previously part of the BioPharmaceuticals segment, were combined with the Blood segment to create a new segment called Medical. Life Sciences segment information for prior periods has been restated for these changes.
3
Our Life Sciences technologies facilitate the process of drug discovery and development and production. Pall technologies are also used at the point of patient care. Our broad capability in the life sciences industry is a competitive strength and an important element of our strategy going forward.
Sales in the medical and biopharmaceuticals markets are made through direct sales and through distribution. Backlog information is omitted for these markets, as we do not consider it meaningful to an understanding of these portions of the Companys business.
We feel that safety, efficacy, ease of use, technical support, as well as price, are the principal competitive factors in this business, although economy of use is important. Our principal competitors in the Medical segment include Baxter, Asahi Medical, MacoPharma, Terumo and Fresenius, and our principal competitors in the BioPharmaceuticals segment include Millipore, Sartorius and CUNO.
MEDICAL:
Pall Medical products address two primary needs: transfusion safety and hospital infection control. Products related to transfusion safety are the Companys largest product family. Palls blood filters remove unwanted white cells from donor blood. Leukocytes in donor blood can cause serious medical complications. Filtering out leukocytes reduces transfusion-related suppression of the immune system and helps protect against post-surgical infection. Palls enhanced Bacterial Detection System tests platelets for the presence of bacteria prior to transfusion. Bacterial detection is a newer market opportunity for us. Hospital acquired infections continue to be a major problem for the worlds health care systems. Our water, breathing circuit, intravenous filters and other medical devices help protect patients from these costly infections.
BIOPHARMACEUTICALS:
The BioPharmaceuticals segment includes sales of separation systems and disposable filters primarily to pharmaceutical, biotechnology and laboratory companies. We provide a broad range of advanced filtration solutions for each critical stage of drug development through drug production. Our product lines start in the laboratory with drug discovery, gene manipulation and proteomics applications. Our filtration systems and validation services allow drug manufacturers the quickest and surest path through the regulatory process and on to the market.
We believe that our established record of product performance and innovation is a strong competitive advantage among biopharmaceutical customers because of the high costs and safety risks associated with drug development and production.
INDUSTRIAL BUSINESS:
We provide enabling and process enhancing technologies throughout the industrial marketplace. This includes the machinery and equipment, aerospace, microelectronics, municipal and industrial water, fuels, chemicals, energy, and food and beverage industries. We have the capability to provide customers with integrated solutions for all of their process fluids.
GENERAL INDUSTRIAL:
Included in this diverse segment are sales of filters, coalescers and separation systems for hydraulic, fuel and lubrication systems on mechanical equipment across many industries, as well as to producers of oil, gas, electricity, chemicals, food and beverages, municipal and industrial water and paper. Virtually all of the raw materials, process fluids and waste streams that course through industry are candidates for multiple stages of filtration, separations and purification.
We believe that technologies that purify water for use and reuse represent an important opportunity. Governments around the world are implementing stringent new regulations governing drinking water standards and we believe that our filters and systems provide a solution for these requirements. With our acquisition of FSG, we increased our presence in the stable and growing food and beverage sector and we have enhanced our ability to better serve our other industrial markets.
Backlog at July 31, 2004 (the end of the Companys 2004 fiscal year) was approximately $128,410,000 compared with $108,091,000 at August 2, 2003 (fiscal 2003 year end). Our sales to General Industrial customers are made through our personnel, distributors and manufacturers representatives. We believe that product performance and quality, and service to the customer, as well as price, are the principal competitive factors in this market. Our principal competitors in the General Industrial segment include CUNO, US Filter, Sartorius and Parker Hannifin.
4
AEROSPACE:
The Aerospace segment includes sales of filtration and fluid monitoring equipment to the aerospace industry for use on commercial and military aircraft, including hydraulic, lubrication, and fuel filters, coalescers to remove water from fuel, filters to remove viruses from aircraft cabin air and filter monitoring systems. Our products and systems are also used in ships and land-based military vehicles. Commercial and Military sales each represented 50% of total Aerospace sales in fiscal 2004.
Our products are sold to customers in this segment through a combination of direct sales and through distribution. Backlog at July 31, 2004 was approximately $84,794,000 compared with $85,364,000 on August 2, 2003. Competition varies by product, and no single competitor competes with us across all sub-segments of Aerospace; however, our principal competitors include Donaldson, ESCO Technologies Inc. and CLARCOR.
We believe that performance and quality of product and service, as well as price, are determinative in most sales.
MICROELECTRONICS:
Included in this segment are sales of disposable filtration products to producers of semiconductors, computer terminals, fiber optics, disk drives, displays and photographic film. The drive to shrink the size of computer components requires increasingly finer levels of filtration and purification, sometimes down to the level of parts per quadrillion. From the raw materials of silicon and water to the gases and chemicals of chip manufacture, we have extensive engineered solutions for the needs of this demanding industry.
Our products are sold to customers in this segment through our own personnel, distributors and manufacturers representatives. Backlog at July 31, 2004 was approximately $15,976,000 compared with $8,205,000 at August 2, 2003. We believe that performance, quality of product and service, as well as price, are determinative in most sales. The principal competitors in the Microelectronics market include Mykrolis and Mott.
The following comments relate to the five segments discussed above:
RAW MATERIALS:
Most raw materials used by the Company are available from multiple sources. A limited number of materials are proprietary products of major chemical companies. Management believes that the Company could find satisfactory substitutes for these materials should they become unavailable, as it has done several times in the past.
PATENTS:
The Company owns a broad range of patents covering its filter media, filter designs and other products, but it considers these to be mainly defensive, and relies on its proprietary manufacturing methods and engineering skills. However, it does act against infringers when management believes such action is economically justified.
The following comments relate to the Companys business in general:
| 1) | With few exceptions, research activities conducted by the Company are Company sponsored. Research expenditures totaled $57,279,000 in 2004, $52,204,000 in 2003 and $54,778,000 in 2002. |
| 2) | No one customer provided 10% or more of the Companys consolidated sales in fiscal 2004, 2003 or 2002. |
| 3) | The Company is in substantial compliance with federal, state and local laws regulating the discharge of materials into the environment or otherwise relating to the protection of the environment. To date, compliance with environmental matters has not had a material effect upon the Companys capital expenditures or competitive position. For a further description of environmental matters in this report, see Item 3, Legal Proceedings, and the Contingencies and Commitments note in the notes accompanying the consolidated financial statements. |
| 4) | At July 31, 2004, the Company employed approximately 10,300 persons. |
| (d) | Financial information about geographic areas. |
For financial information of the Company by geographic area, please see the Segment Information and Geographies note in the notes accompanying the consolidated financial statements of the Company, and the sections under the captions Review of Market Segments and Geographies in Managements Discussion and Analysis of Financial Condition and Results of Operations (Item 7 of this report).
5
ITEM 2. PROPERTIES.
The following are the Companys significant facilities:
Location |
Type |
Markets |
Square Feet |
|||
| OWNED: | ||||||
| Western Hemisphere | ||||||
| Cortland, NY | Plant & office | Life Sciences & Industrial | 338,000 | |||
| East Hills, NY | Office, plant & warehouse | Headquarters & all markets | 326,000 | |||
| DeLand, FL | Plant | Industrial | 279,000 | |||
| Fajardo, Puerto Rico | Plants, warehouse & laboratory | Life Sciences & Industrial | 259,000 | |||
| Pt. Washington, NY | Office, laboratory & training center | Life Sciences & Industrial | 235,000 | |||
| Ann Arbor, MI | Plant, office & warehouse | Life Sciences | 180,000 | |||
| New Port Richey, FL | Plant & office | Industrial | 166,000 | |||
| Timonium, MD | Plant & office | Industrial | 160,000 | |||
| Covina, CA | Plant, office & laboratory | Life Sciences | 134,000 | |||
| Ft. Myers, FL | Plant, office & warehouse | Industrial | 111,000 | |||
| Pensacola, FL | Plant | Life Sciences | 77,000 | |||
| Hauppauge, NY | Plant & office | Life Sciences | 75,000 | |||
| Putnam, CT | Plant | Life Sciences & Industrial | 63,000 | |||
| San Diego, CA | Plant | Industrial | 26,000 | |||
| Europe | ||||||
| Bad Kreuznach, Germany | Plant & office | Life Sciences & Industrial | 390,000 | |||
| Waldstetten, Germany | Plant & office | Industrial | 249,000 | |||
| Portsmouth, U.K. | Plant, office, warehouse & laboratory | Life Sciences & Industrial | 248,000 | |||
| Crailsheim, Germany | Plant & office | Industrial | 215,000 | |||
| Tipperary, Ireland | Plant | Life Sciences & Industrial | 178,000 | |||
| Redruth, U.K. | Plant, office & warehouse | Industrial | 163,000 | |||
| Ilfracombe, U.K. | Plant & office | Life Sciences & Industrial | 112,000 | |||
| Bazet, France | Plant | Industrial | 111,000 | |||
| Newquay, U.K. | Plant & office | Life Sciences & Industrial | 106,000 | |||
| Frankfurt, Germany | Office & warehouse | Life Sciences & Industrial | 72,000 | |||
| Ascoli, Italy | Plant, office & warehouse | Life Sciences | 71,000 | |||
| Paris, France | Office & warehouse | Life Sciences & Industrial | 65,000 | |||
| Asia | ||||||
| Tsukuba, Japan | Plant, laboratory & warehouse | Life Sciences & Industrial | 120,000 | |||
| LEASED: | ||||||
| Western Hemisphere | ||||||
| Timonium, MD | Plant | Industrial | 71,000 | |||
| Covina, CA | Plant & warehouse | Life Sciences | 66,000 | |||
| Cortland, NY | Warehouse | Industrial | 40,000 | |||
| Tijuana, Mexico | Plant | Life Sciences | 40,000 | |||
| Europe | ||||||
| Frankfurt & Hamburg, Germany | Office & warehouse | Life Sciences & Industrial | 100,000 | |||
| Milan & Ascoli, Italy | Office & warehouses | Life Sciences & Industrial | 89,000 | |||
| Madrid, Spain | Office, laboratory & warehouse | Life Sciences & Industrial | 61,000 | |||
| Vienna, Austria | Office & warehouse | Life Sciences & Industrial | 40,000 | |||
| Lyon, France | Plant | Industrial | 26,000 | |||
| Asia | ||||||
| Beijing, China | Plant, office & warehouse | Life Sciences & Industrial | 160,000 | |||
| Tokyo, Osaka, Nagoya, Japan | Offices | Life Sciences & Industrial | 41,000 |
In the opinion of management, these premises are suitable and adequate to meet the Companys requirements.
6
ITEM 3. LEGAL PROCEEDINGS.
The Company has environmental matters discussed below at the following three sites: Ann Arbor, Michigan; Pinellas Park, Florida and Glen Cove, New York.
Ann Arbor, Michigan:
In February 1988, an action was filed in the Circuit Court for Washtenaw County, Michigan (Court) by the State of Michigan (State) against Gelman Sciences Inc. (Gelman), a subsidiary acquired by the Company in February 1997. The action sought to compel Gelman to investigate and remediate 1,4-dioxane groundwater contamination near Gelmans Ann Arbor facility and requested reimbursement of costs the State had expended in investigating the contamination, which the State alleged was caused by Gelmans disposal of waste water from its manufacturing process. Pursuant to a consent judgment entered into by Gelman and the State in October 1992 (amended September 1996 and October 1999), which resolved that litigation, Gelman is remediating the contamination without admitting wrongdoing. In February 2000, the State Assistant Attorney General filed a Motion to Enforce Consent Judgment in the Court seeking approximately $4,900,000 in stipulated penalties for the alleged violations of the consent judgment and additional injunctive relief. Gelman disputed these assertions. Following an evidentiary hearing in July 2000, the Court took the matter of penalties under advisement. The Court issued a Remediation Enforcement Order (REO) requiring Gelman to submit and implement a detailed plan that will reduce the contamination to acceptable levels within five years. Gelmans plan has been submitted to, and approved by, both the Court and the State. In correspondence dated June 5, 2001, the State asserted that additional stipulated penalties in the amount of $141,500 were owed for a separate alleged violation of the consent judgment. The Court found that a substantial basis for Gelmans position existed and again took the States request under advisement, pending the results of certain groundwater monitoring data. Those data have been submitted to the Court, but no ruling has been issued. On August 9, 2001, the State made a written demand for reimbursement of $227,462 it has allegedly incurred for groundwater monitoring. Gelman considers this claim barred by the consent judgment.
In February 2004, the Court instructed Gelman to submit its Final Feasibility Study describing how it intends to address an area of groundwater contamination not addressed by the previously approved plan. Gelman has submitted its Feasibility Study as instructed. The State also submitted its plan for remediating this area of contamination to the Court. Management believes that the States plan exceeds requirements under state law and that it is not an efficient and expeditious manner to conduct the remediation. On September 8, 2004, the Court advised the parties that it would issue an order modifying its previous REO by November 8, 2004 to address the recently discovered contamination.
On May 12, 2004, the City of Ann Arbor filed a lawsuit against Gelman Sciences Inc. d/b/a Pall Life 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 groundwater contamination, as well as injunctive relief in the form of an order requiring Pall Life Sciences to remediate the soil and groundwater beneath the City. The contaminant 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.
On June 25, 2004, a private plaintiff sued the Company in the United States District Court for the Eastern District of Michigan in connection with the groundwater contamination. The complaint seeks both money damages and injunctive relief requiring remediation of the contamination. The single named plaintiff also seeks to represent a larger class of property owners and residents within the area who plaintiff claims are affected by the groundwater contamination. Management does not believe that there is substantive merit to the named plaintiffs claims or a basis for class certification. The Company will vigorously defend the lawsuit.
Pinellas Park, Florida:
In 1995, as part of a facility closure, an environmental site assessment was conducted to evaluate any soil and groundwater impacts from chemicals that may have been used at the Companys Pinellas Park facility during the previous 24-year period of manufacturing and testing operations conducted by the Company at the facility. MIBK (methyl isobutyl ketone) concentrations in groundwater were found to be higher than regulatory levels. Soil excavation was conducted in 1998 and subsequent groundwater sampling showed MIBK concentrations below the regulatory level.
7
In October 2000, environmental consultants for a prospective buyer of the property found groundwater contamination in excess of regulatory levels outside the building, but on the Companys property. The contamination in the groundwater consisted of chlorinated solvents (perchloroethylene, trichloroethylene) and their breakdown products (cis-1,2-dichloroethene, trans-1,2-dichloroethene, vinyl chloride) in excess of regulatory levels. In October 2001, a Site Assessment Report (SAR) was submitted to the Florida Department of Environmental Protection (FDEP), which showed details of contamination locations and concentrations.
In July 2002, a Supplemental Contamination Assessment Plan (SCAP) and an Interim Remedial Action Plan (IRAP) were prepared by the Companys consultants/contractors and submitted to FDEP. A revised IRAP was submitted by the Company in December 2003, and it was accepted by the FDEP in January 2004. A Remedial Action Plan (RAP) was submitted in June 2004, and approval and the start of work pursuant to this RAP is expected in the fall of 2004.
Glen Cove, New York:
A March 1994 report indicated contamination consisting of chlorinated solvents at a neighboring site to the Companys Glen Cove facility, and later reports found both shallow and intermediate zone contamination. In 2000, the Company entered into a Consent Judgment with the New York State Department of Environmental Conservation (NYSDEC), and completed a Phase II Remedial Investigation.
The NYSDEC has finalized the Record of Decision (ROD) for the shallow groundwater zone termed OU-1 and the Company has signed an Order on Consent for OU-1 to be effective July 5, 2004. This Order requires the Company to submit a Work Plan for a Remedial Investigation/Feasibility Study, Interim Remedial Measures, Remedial Action and Operation & Maintenance.
The deeper groundwater zone (OU-2) ROD has been deferred by the NYSDEC until after additional data is available to delineate contamination and select an appropriate remedy. The Company has initiated discussions with a neighboring potentially responsible party (PRP) regarding entering into a joint OU-2 Order on Consent.
* * *
The Companys balance sheet at July 31, 2004 contains environmental liabilities of $29,692,000, which relate to the aforementioned items. In the opinion of management, the Company is in substantial compliance with applicable environmental laws and its accruals for environmental remediation are adequate at this time.
Reference is also made to the Contingencies and Commitments note in the notes accompanying the consolidated financial statements in this report.
8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of the Companys shareholders during the fourth quarter of its fiscal year 2004.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name |
Age* |
Current Positions Held |
First
Appointed an Executive Officer |
|||
| Eric Krasnoff** | 52 | Chairman and Chief Executive Officer | 1986 | |||
| Marcus Wilson** | 49 | President | 1998 | |||
| Donald B. Stevens | 59 | Chief Operating Officer | 1994 | |||
| John Adamovich, Jr. | 51 | Group Vice President, Treasurer, and Chief Financial Officer | 1998 | |||
| Heinz Ulrich Hensgen | 52 | Group Vice President | 2000 | |||
| Neil MacDonald | 54 | Group Vice President | 2000 | |||
| Roberto Perez | 55 | Group Vice President | 2003 | |||
| Steven Chisolm | 46 | Senior Vice President | 1998 | |||
| Andrew Denver | 56 | Senior Vice President | 2002 | |||
| Riichi Inoue | 56 | Senior Vice President | 2001 | |||
| John Miller | 59 | Senior Vice President | 2000 | |||
| Reed Sarver | 45 | Senior Vice President | 2001 | |||
| Gregory Scheessele | 44 | Senior Vice President | 2002 | |||
| James Western | 53 | Senior Vice President | 2004 |
| * | Age as of October 14, 2004. | |
| ** | Messrs. Krasnoff and Wilson are directors of the Company and members of the Boards Executive Committee. |
None of the persons listed above is related.
For more than the past five years, the principal occupation of each person listed above has been their employ by the registrant, except for Messrs. Denver and Perez.
Before joining the Company in April 2002, Mr. Denver served as President for the Filtration and Separations Group of US Filter since 1997 and as President and Chief Operating Officer of Memtec Ltd. from 1988 until 1997.
Mr. Perez joined the Company in January 2000 as President of the Medical Products Manufacturing Group. Prior to joining the Company from 1995 through 1999, Mr. Perez served as Corporate Vice President of Baxter Healthcare Corporation and Baxter World Trade Corporation, subsidiaries of Baxter International, Inc. Prior to that, Mr. Perez was President of Baxter Internationals Fenwal Division.
Executive officers are elected by the Board of Directors annually, to serve until the next annual meeting of the Board.
None of the above persons has been involved in those legal proceedings required to be disclosed by Item 401(f) of Regulation S-K during the past five years.
9
PART II
| ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
The Companys common stock is listed on the New York Stock Exchange under the symbol PLL. The table below sets forth quarterly data relating to the Companys common stock prices and cash dividends declared per share for the past two fiscal years.
2004 |
2003 |
Cash Dividends Declared Per Share |
||||||||||||||||||
Price per share |
High |
Low |
High |
Low |
2004 |
2003 |
||||||||||||||
| Quarter: | First | $ | 25.95 | $ | 21.55 | $ | 18.40 | $ | 14.68 | $ | 0.09 | $ | 0.09 | |||||||
| Second | 28.04 | 23.56 | 19.45 | 15.01 | 0.09 | 0.09 | ||||||||||||||
| Third | 27.50 | 22.31 | 21.50 | 15.16 | 0.09 | 0.09 | ||||||||||||||
| Fourth | 26.22 | 22.00 | 25.00 | 20.07 | 0.09 | 0.09 | ||||||||||||||
The following table provides information with respect to purchases made by or on behalf of the Company or any affiliated purchaser of the Companys common stock.
(In thousands, except per share data) |
|||||||||||||
Period |
Total Number of Shares Purchased |
Average
Price Paid Per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) |
|||||||||
| |
|||||||||||||
| May 1, 2004 to May 31, 2004 | | | | $ | 155,000 | ||||||||
| June 1, 2004 to June 30, 2004 | 446 | $ | 24.37 | 446 | $ | 144,128 | |||||||
| July 1, 2004 to July 31, 2004 | 776 | $ | 24.66 | 776 | $ | 125,000 | |||||||
| Total | 1,222 | $ | 24.55 | 1,222 | |||||||||
| (1) | 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 fourth quarter of fiscal 2004, we purchased 1,222 shares in open-market transactions at an aggregate cost of $30,000 with an average price per share of $24.55. In addition, we purchased 1,877 shares at an aggregate cost of $45,000 with an average price per share of $23.97 during our third quarter. Total repurchases in fiscal 2004 were 3,099 shares at an aggregate cost of $75,000 with an average price per share of $24.20. The Company did not purchase treasury stock during the first six months of fiscal 2004. Therefore, $125,000 remains to be expended under the current stock repurchase program. Repurchased shares are held in treasury for use in connection with the Companys stock plans and for general corporate purposes. |
| During the fourth quarter of fiscal 2004, the Company accepted 3 previously issued shares tendered in partial payment of employee stock option exercises at an aggregate cost of $69 and an average price of $22.67 per share. In fiscal 2004, 12 shares were traded in by employees in payment of stock option exercises at an average price of $25.38 per share and an aggregate cost of $309. |
10
ITEM 6. SELECTED FINANCIAL DATA.
The following table sets forth selected financial data for the last five fiscal years. This selected financial data should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Form 10-K.
On April 24, 2002, the Company acquired FSG. The acquisition was accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations (SFAS No. 141). The operating results of FSG are reported in the Companys results of operations from April 28, 2002. Refer to the Acquisitions note in the notes accompanying the consolidated financial statements for a discussion of this transaction.
| (In millions, except per share data) | 2004 |
2003 |
2002 |
2001 |
2000 |
|||||||||||
| RESULTS FOR THE YEAR: | ||||||||||||||||
| Net sales | $ | 1,770.7 | $ | 1,613.6 | $ | 1,290.8 | $ | 1,235.4 | $ | 1,224.1 | ||||||
| Cost of sales | 899.1 | 810.0 | 654.9 | 591.2 | 565.5 | |||||||||||
| Selling, general and administrative expenses | 583.5 | 536.2 | 440.0 | 404.0 | 396.1 | |||||||||||
| Research and development | 57.3 | 52.2 | 54.8 | 56.1 | 51.4 | |||||||||||
| Restructuring and other charges, net | 12.5 | 47.5 | 26.8 | 17.2 | 8.6 | |||||||||||
| Interest expense, net | 20.5 | 24.5 | 14.3 | 16.6 | 14.1 | |||||||||||
| Earnings before taxes | 197.8 | 143.2 | 100.0 | (a) | 150.3 | 188.4 | (b) | |||||||||
| Income taxes | 46.2 | 40.0 | 26.8 | 32.3 | 41.8 | |||||||||||
| Net earnings | $ | 151.6 | $ | 103.2 | $ | 73.2 | $ | 118.0 | $ | 146.6 | ||||||
| Earnings per share: | ||||||||||||||||
| Basic | 1.21 | 0.84 | 0.60 | 0.96 | 1.18 | |||||||||||
| Diluted | 1.20 | 0.83 | 0.59 | 0.95 | 1.18 | |||||||||||
| Dividends declared per share | 0.36 | 0.36 | 0.52 | 0.68 | 0.66 | |||||||||||
| Capital expenditures | 61.3 | 62.2 | 69.9 | 77.8 | 66.5 | |||||||||||
| Depreciation and amortization | 88.9 | 83.9 | 74.0 | 71.5 | 72.0 | |||||||||||
| YEAR-END POSITION: | ||||||||||||||||
| Working capital | $ | 651.0 | $ | 516.9 | $ | 477.8 | $ | 465.1 | $ | 329.7 | ||||||