UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For the quarterly period ended April 30, 2005 | ||
| or | ||
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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 | 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 6, 2005 was 124,391,411.
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, 2005 | July 31, 2004 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
Cash and cash equivalents |
$ | 182,297 | $ | 207,277 | |||
Accounts receivable, net |
484,160 | 468,905 | |||||
Inventories, net |
375,001 | 302,861 | |||||
Other current assets |
98,617 | 90,772 | |||||
Total current assets |
1,140,075 | 1,069,815 | |||||
| Property, plant and equipment, net | 620,800 | 600,383 | |||||
| Goodwill, net | 271,916 | 239,660 | |||||
| Intangible assets, net | 41,590 | 44,129 | |||||
| Other non-current assets | 177,224 | 186,396 | |||||
Total
assets |
$ | 2,251,605 | $ | 2,140,383 | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
| Current liabilities: | |||||||
Accounts
payable and other current liabilities |
$ | 351,604 | $ | 338,392 | |||
Income
taxes |
11,125 | 42,642 | |||||
Current
portion of long-term debt |
31,243 | 30,514 | |||||
Notes
payable to banks |
30,206 | 28,968 | |||||
Total
current liabilities |
424,178 | 440,516 | |||||
| Long-term debt, net of current portion | 528,105 | 488,686 | |||||
| Deferred taxes and other non-current liabilities | 140,160 | 156,742 | |||||
Total
liabilities |
1,092,443 | 1,085,944 | |||||
| Stockholders’ equity: | |||||||
Common
stock, par value $.10 per share |
12,796 | 12,796 | |||||
Capital
in excess of par value |
118,875 | 115,489 | |||||
Retained
earnings |
1,038,537 | 984,117 | |||||
Treasury
stock, at cost |
(95,502 | ) | (92,047 | ) | |||
Stock
option loans |
(1,522 | ) | (2,308 | ) | |||
Accumulated
other comprehensive income (loss): |
|||||||
Foreign
currency translation |
126,148 | 77,585 | |||||
Minimum
pension liability |
(37,559 | ) | (37,559 | ) | |||
Unrealized
investment losses |
(2,560 | ) | (3,275 | ) | |||
Unrealized
losses on derivatives |
(51 | ) | (359 | ) | |||
| 85,978 | 36,392 | ||||||
| Total stockholders’ equity | 1,159,162 | 1,054,439 | |||||
| Total liabilities and stockholders’ equity | $ | 2,251,605 | $ | 2,140,383 | |||
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, 2005 | Apr. 30, 2004 | Apr. 30, 2005 | Apr. 30, 2004 | ||||||||||
| Net sales | $ | 493,543 | $ | 463,921 | $ | 1,377,748 | $ | 1,266,292 | |||||
| Cost of sales | 248,554 | 233,634 | 707,955 | 649,071 | |||||||||
| Gross profit | 244,989 | 230,287 | 669,793 | 617,221 | |||||||||
| Selling, general and | |||||||||||||
administrative
expenses |
161,461 | 147,972 | 464,906 | 423,517 | |||||||||
| Research and development | 15,498 | 15,707 | 43,118 | 43,200 | |||||||||
| Restructuring and other | |||||||||||||
charges,
net |
4,292 | 681 | 15,253 | 10,646 | |||||||||
| Interest expense, net | 7,084 | 4,797 | 18,937 | 15,040 | |||||||||
| Earnings before income | |||||||||||||
taxes |
56,654 | 61,130 | 127,579 | 124,818 | |||||||||
| Income taxes | 12,976 | 14,616 | 30,157 | 28,780 | |||||||||
| Net earnings | $ | 43,678 | $ | 46,514 | $ | 97,422 | $ | 96,038 | |||||
| Earnings per share: | |||||||||||||
Basic |
$ | 0.35 | $ | 0.37 | $ | 0.78 | $ | 0.76 | |||||
Diluted |
$ | 0.35 | $ | 0.37 | $ | 0.78 | $ | 0.76 | |||||
| Dividends declared per share | $ | 0.10 | $ | 0.09 | $ | 0.29 | $ | 0.27 | |||||
| Average shares outstanding: | |||||||||||||
Basic |
124,869 | 126,053 | 124,535 | 125,856 | |||||||||
Diluted |
125,924 | 127,190 | 125,481 | 126,960 | |||||||||
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, 2005 | Apr. 30, 2004 | ||||||
| Operating activities: | |||||||
| Net earnings | $ | 97,422 | $ | 96,038 | |||
Adjustments to reconcile net earnings to net cash
provided by operating activities: |
|||||||
Restructuring
and other charges, net |
15,253 | 10,646 | |||||
Depreciation
and amortization of long lived assets |
67,673 | 66,566 | |||||
Other |
2,580 | (7,734 | ) | ||||
Changes
in operating assets and liabilities, net of effects of acquisitions and
dispositions |
(103,760 | ) | (42,944 | ) | |||
| Net cash provided by operating activities | 79,168 | 122,572 | |||||
| Investing activities: | |||||||
| Acquisitions of businesses, net of cash acquired | (32,546 | ) | (3,855 | ) | |||
| Dispositions of businesses | 1,734 | 1,850 | |||||
| Strategic investments | 915 | (2,128 | ) | ||||
| Capital expenditures | (59,361 | ) | (39,813 | ) | |||
| Proceeds from disposals of fixed assets | 3,655 | 6,161 | |||||
| Proceeds from sale of retirement benefit assets | 16,290 | 20,867 | |||||
| Purchases of retirement benefit assets | (16,118 | ) | (20,843 | ) | |||
| Other | (2,678 | ) | (2,338 | ) | |||
| Net cash used by investing activities | (88,109 | ) | (40,099 | ) | |||
| Financing activities: | |||||||
| Notes payable | (767 | ) | 5,029 | ||||
| Long-term borrowings | 130,575 | 36,017 | |||||
| Repayments of long-term debt | (105,057 | ) | (50,228 | ) | |||
| Net proceeds from stock plans | 43,543 | 41,616 | |||||
| Purchase of treasury stock | (49,998 | ) | (45,000 | ) | |||
| Payment to terminate interest rate swaps | (10,044 | ) | | ||||
| Dividends paid | (34,673 | ) | (33,845 | ) | |||
| Net cash used by financing activities | (26,421 | ) | (46,411 | ) | |||
| Cash flow for period | (35,362 | ) | 36,062 | ||||
| Cash and cash equivalents at beginning of year | 207,277 | 149,753 | |||||
| Effect of exchange rate changes on cash | 10,382 | 6,699 | |||||
| Cash and cash equivalents at end of period | $ | 182,297 | $ | 192,514 | |||
| Supplemental disclosures: | |||||||
Interest
paid |
$ | 26,928 | $ | 16,546 | |||
Income
taxes paid (net of refunds) |
57,518 | 47,513 | |||||
| Non-cash investing and financing activities: | |||||||
Capital
lease entered into for new building |
6,439 | | |||||
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 condensed consolidated financial information included herein is unaudited. Such information reflects all adjustments of a normal recurring nature, 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. Adjustments, which in the opinion of management, are not of a normal recurring nature, are reflected in the restructuring and other charges, net, line item in the condensed consolidated statements of earnings. These condensed 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 July 31, 2004 (“2004 Form 10-K”).
Certain prior year amounts have been reclassified to conform to the current year presentation.
STOCK PLANS
On September 17, 2004, the Company’s Board of Directors, (the “Board”) unanimously adopted the 2005 Stock Compensation Plan (the “2005 Plan”) subject to approval by the Company’s shareholders, which provided for the issuance of up to 5,000 shares, and amended the 2001 Stock Option Plan for Non-Employee Directors to reduce the total number of shares remaining available for grants made under that plan from 261 to 150. The 2005 Plan permits the Company to grant to its employees forms of equity compensation in addition to stock options (that is, restricted shares, restricted units, performance shares and performance units). The Company’s shareholders approved the 2005 Plan at the annual shareholders’ meeting on November 17, 2004. All other Company stock option plans have been terminated by the Board effective November 17, 2004, but options outstanding thereunder will remain in effect in accordance with their terms.
The Company has elected to continue to apply Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”), to account for its stock plans.
The following table illustrates the effect on net earnings and earnings per share if the Company had accounted for its stock-based compensation plans using the Black-Scholes option pricing model to determine the fair value of stock-based compensation under Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”), as amended by SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure (“SFAS No. 148”):
| Three Months Ended | Nine Months Ended | |||||||||||||
| Apr. 30, 2005 | Apr. 30, 2004 | Apr. 30, 2005 | Apr. 30, 2004 | |||||||||||
| Net earnings, as reported | $ | 43,678 | $ | 46,514 | $ | 97,422 | $ | 96,038 | ||||||
Pro forma stock compensation
expense, net of tax benefit |
2,934 | 2,915 | 8,668 | 8,654 | ||||||||||
| Pro forma net earnings | $ | 40,744 | $ | 43,599 | $ | 88,754 | $ | 87,384 | ||||||
| Earnings per share: | ||||||||||||||
| Basicas reported | $ | .35 | $ | .37 | $ | .78 | $ | .76 | ||||||
| Basicpro forma | $ | .33 | $ | .35 | $ | .71 | $ | .69 | ||||||
| Dilutedas reported | $ | .35 | $ | .37 | $ | .78 | $ | .76 | ||||||
| Dilutedpro forma | $ | .32 | $ | .34 | $ | .71 | $ | .69 | ||||||
NOTE 2 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4 (“SFAS No. 151”). SFAS No. 151 amends guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight handling costs and wasted material requiring that such items be recognized as current-period charges. In addition, SFAS No. 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 will become effective for fiscal years beginning after June 15, 2005. Company management is in the process of assessing the effect of SFAS No. 151 on its consolidated financial statements.
6
PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands, except per share data)
(Unaudited)
On October 22, 2004, the American Jobs Creation Act of 2004 (the “Act”) was signed into law. The Act provides for a special one-time tax deduction of 85% of certain foreign earnings that are repatriated, as defined in the Act. In December 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (“FSP FAS 109-2”). FSP FAS 109-2 allows companies additional time to evaluate the effect of the Act as to whether unrepatriated foreign earnings continue to qualify for the SFAS No. 109, Accounting for Income Taxes (“SFAS No. 109”) exception regarding non-recognition of deferred tax liabilities and requires explanatory disclosures from those who need the additional time. As of April 30, 2005, the Company has not provided deferred taxes on the undistributed earnings of foreign subsidiaries since substantially all such earnings were expected to be permanently invested in foreign operations. The extent to which the Company will ultimately take advantage of this provision depends on a number of factors, including reviewing future Congressional or Treasury Department guidance, before a determination can be made. The range of reasonably possible amounts, based upon the law, that are being considered for repatriation due to the aforementioned provision is between zero and $500,000. The related potential range of income tax is between zero and $26,250.
In December 2004, the FASB issued FASB Staff Position No. FAS 109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 (“FSP FAS 109-1”). FSP FAS 109-1 clarifies that the qualified production activities deduction should be treated as a special deduction as described in SFAS No. 109. The impact of the deduction will be reported in the period in which the deduction is claimed. Company management is in the process of assessing the effect of FSP FAS 109-1 on its consolidated financial statements.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29 (“SFAS No. 153”). SFAS No. 153 addresses the measurement of exchanges of nonmonetary assets and redefines the scope of transactions that should be measured based on the fair value of the assets exchanged. SFAS No. 153 is effective for nonmonetary asset exchange transactions in fiscal periods beginning after June 15, 2005. Company management does not believe adoption of SFAS No. 153 will have a material impact on its consolidated financial statements.
In December 2004, the FASB issued SFAS No. 123, Share-Based Payment (“SFAS No. 123(R)”) which supercedes SFAS No. 123 and APB No. 25. SFAS No. 123(R) addresses the accounting for shared-based payment transactions (excluding employee stock-ownership plans) in which a company receives employee services in exchange for either equity instruments of the company or liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. SFAS No. 123(R) requires the company to recognize the grant-date fair-value of equity-based compensation issued to employees in the income statement. SFAS No. 123(R) eliminates a company’s ability to account for share-based compensation transactions using the intrinsic value method of accounting in APB No. 25, which had been permitted in SFAS No. 123 as originally issued. SFAS No. 123(R) will become effective for fiscal years beginning after June 15, 2005. Additionally, in March 2005, the Securities and Exchange Commission Staff issued Staff Accounting Bulletin No. 107, Share-Based Payment (“SAB No. 107”), which provided additional guidance on certain implementation issues with respect to SFAS No. 123(R). Company management is currently assessing which option pricing model (Binomial Lattice or Black Scholes) it will implement upon adoption of SFAS No. 123(R) as well as the impact of adopting SFAS No. 123(R) on its consolidated financial statements.
In March 2005, the FASB issued Financial Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (“FIN No. 47”). FIN No. 47 describes a conditional asset retirement obligation as a legal obligation to perform an asset retirement activity whose timing or method of settlement is conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing or method of settlement. Thus, the timing or method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN No. 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN No. 47 is effective for fiscal years ending after December 15, 2005. Company management is in the process of assessing the effect of FIN No. 47 on its consolidated financial statements.
In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (“SFAS No. 154”), which will require entities that voluntary make a change in accounting principle to apply that change retrospectively to prior periods' financial statements, unless this would be impracticable. SFAS No. 154 supersedes Accounting
7
PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands, except per share data)
(Unaudited)
Principles Board Opinion No. 20, Accounting Changes (“APB No. 20”), which previously required that most voluntary changes in accounting principle be recognized by including in the current period's net income the cumulative effect of changing to the new accounting principle. SFAS No. 154 also makes a distinction between “retrospective application” of an accounting principle and the “restatement” of financial statements to reflect the correction of an error. Another significant change in practice under SFAS No. 154 will be that if an entity changes its method of depreciation, amortization, or depletion for long-lived, non-financial assets, the change must be accounted for as a change in accounting estimate. Under APB No. 20, such a change would have been reported as a change in accounting principle. SFAS No. 154 applies to accounting changes and error corrections that are made in fiscal years beginning after December 15, 2005.
NOTE 3 ACQUISITIONS
On November 30, 2004, the Company acquired the BioSepra Process Division (“Biosepra”) from Ciphergen Biosystems, Inc. The purchase price was approximately $32,000, net of cash and debt, subject to a post closing adjustment of the purchase price based upon certain quantitative thresholds as defined in the purchase agreement. The adjustment to the purchase price was finalized on April 11, 2005, resulting in a reduction in the purchase price of approximately $1,100. Biosepra develops, manufactures and markets chromatography sorbents for use in the purification of protein in drug development and production.
On January 21, 2005, the Company acquired Euroflow (UK) of Stroud, England (“Euroflow”). The purchase price was $1,466, net of cash. Euroflow manufactures pilot and production scale chromatography columns for the biotechnology industry. The Company has held exclusive global marketing and distribution rights to Euroflow chromatography columns and associated technologies since 2002.
The acquisitions are being accounted for using the purchase method of accounting in accordance with SFAS No. 141, Business Combinations (“SFAS No. 141”). SFAS No. 141 requires that the total cost of the acquisitions be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition. The allocation of the purchase price is dependent upon certain valuations that have not progressed to a stage where there is sufficient information to make such allocations. As such, the cost of the acquisitions has been preliminarily allocated in the accompanying condensed consolidated balance sheet at April 30, 2005. The results of these valuations will result in revisions to the purchase price allocation that may be significant and will be reported in future periods, as increases and decreases to the excess cost over net assets acquired and liabilities assumed.
The following table summarizes the preliminary allocation of the purchase prices to the assets acquired and liabilities assumed at the dates of the acquisitions:
| Purchase price | $ |
38,349 | |||
| Transaction costs | 497 | ||||
Total
purchase price |
38,846 | ||||
| Cash acquired | 7,470 | ||||
Total
purchase price, net of cash acquired |
31,376 | ||||
| Accounts receivable, net | 1,701 | ||||
| Inventories | 7,757 | ||||
| Other current assets | 1,340 | ||||
| Property plant and equipment, net | 6,771 | ||||
| Other non-current assets | 248 | ||||
Total
assets acquired |
17,817 | ||||
| Accounts payable and other current liabilities | 3,663 | ||||
| Long-term debt | 2,562 | ||||
| Due to the Company (Euroflow) | 9,255 | ||||
| Other non-current liabilities | 630 | ||||
Total
liabilities assumed |
16,110 | ||||
| Excess cost over book value of net assets acquired | $ |
29,669 | |||
8
PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands, except per share data)
(Unaudited)
Based upon the markets Biosepra and Euroflow serve, the excess of cost over the fair value of the net assets acquired was assigned to the Company’s BioPharmaceutical segment. The goodwill related to the Biosepra and Euroflow acquisitions is not tax deductible. Pro forma financial information related to the acquisitions has not been provided, as it is not material to the Company.
NOTE 4 BALANCE SHEET DETAILS
The following tables provide details of selected balance sheet items:
| Apr. 30, 2005 | July 31, 2004 | |||||||
| Accounts receivable, net: | ||||||||
Accounts
receivable |
$ |
499,019 | $ |
480,967 | ||||
Less:
Allowances for doubtful accounts |
14,859 | 12,062 | ||||||
$ |
484,160 | $ |
468,905 | |||||
| Inventories: | ||||||||
Raw
materials and components |
$ |
116,400 | $ |
88,341 | ||||
Work-in-process |
66,831 | 45,747 | ||||||
Finished
goods |
191,770 | 168,773 | ||||||
$ |
375,001 | $ |
302,861 | |||||
| Property, plant and equipment, net: | ||||||||
Property,
plant and equipment |
$ |
1,312,545 | $ |
1,216,447 | ||||
Less:
Accumulated depreciation and amortization |
691,745 | 616,064 | ||||||
$ |
620,800 | $ |
600,383 | |||||
NOTE 5 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, 2005 | July 31, 2004 | |||||||
| Medical | $ | 29,132 | $ | 28,433 | ||||
| BioPharmaceuticals | 58,633 | 28,602 | ||||||
| Life Sciences | 87,765 | 57,035 | ||||||
| General Industrial | 156,073 | 154,753 | ||||||
| Aerospace | 6,437 | 6,127 | ||||||
| Microelectronics | 21,641 | 21,745 | ||||||
| Industrial | 184,151 | 182,625 | ||||||
| $ | 271,916 | $ | 239,660 | |||||
The change in the carrying amount of goodwill is primarily attributable to the excess of cost over the fair value of the net assets acquired relating to the acquisitions of Biosepra and Euroflow, which are reflected in the Biopharmaceuticals segment. In addition, goodwill has been restated for the Life Sciences segment for July 31, 2004 consistent with the Company’s implementation of an integrated business approach in the first quarter of fiscal 2005. Refer to the Segment Information and Geographies note for a more detailed description.
9