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You are about to review presentations, news releases, reports and/or filings of Pall Corporation that contain time-sensitive information. The information contained therein is only accurate as of the date thereof. Pall Corporation will not be reviewing or updating the material that is contained in these items after the date thereof. The information contained therein may be updated, amended, supplemented or otherwise altered by subsequent presentations, news releases, reports and/or filings by Pall Corporation.
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Pall Corporation Reports Second Quarter Results



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Pall Corporation Reports Second Quarter Results

Sales Increase 15%


Announces Completion of Restatement of Prior Period Financial Statements

East Hills, NY (March 28, 2008) - - Pall Corporation (NYSE: PLL) today reported sales and earnings for the second quarter ended January 31, 2008 and the completion of the restatement of prior period financial statements.

Audit Committee Inquiry and Restatement

The Company previously announced that the audit committee of its board of directors, with the assistance of independent counsel, completed its inquiry with respect to Palls previously announced understatement of U.S. federal income tax payments and provision for income taxes. As a result of the matters that led to this inquiry, the Company restated its financial statements for the fiscal years 1999 through 2006 and for each of the fiscal quarters ended October 31, 2006, January 31, 2007, and April 30, 2007.

The restatement of those prior period financial statements is now complete and described in detail in the Company's fiscal year 2007 Annual Report on Form 10-K, filed with the SEC today, and accessible on Palls website at www.pall.com/investor.

The Company concurrently filed its Quarterly Reports on Form 10-Q for the first and second quarters of fiscal year 2008. With these filings, the Company is current with its SEC reporting requirements and in compliance with its reporting obligations under its debt and related agreements. All restated amounts within this document are identified accordingly.

Sales and Earnings Overview

Sales for the quarter were $625.7 million, an increase of 14.8% compared with the second quarter last year. Diluted earnings per share ("EPS") were $0.39 compared to $0.36 (as restated) a year ago. Net earnings were $48 million compared to $44.3 million (as restated) a year ago. Excluding restructuring and other charges, EPS on a pro forma basis were $0.46 per share as compared to $0.35 per share (as restated) in the same quarter last year.

Sales for the six months ended January 31, 2008 were approximately $1.2 billion, up 13.7% compared with the six months ended January 31, 2007. Diluted EPS were $0.68, up from $0.49 (as restated) a year ago. Net earnings were $84.1 million compared to $60.3 million (as restated) a year ago. Excluding items reflected as restructuring and other charges, EPS on a pro forma basis were $0.82 per share as compared to $0.57 per share (as restated) in the same period last year.

Sales in local currency increased $44.9 million, or 8.2%, in the quarter and $78.7 million, or 7.5%, for the six months. Foreign currency translation increased reported sales by $36 million or 6.6%, for the quarter, and $63.8 million, or 6.2%, for the six months. The impact of foreign currency translation added approximately $0.02 to earnings in the quarter and $0.04 for the six months.

Eric Krasnoff, Chairman and CEO, stated, "We are pleased that the restatement process is behind us and that the Company is now current with its SEC filing obligations. I particularly want to recognize the efforts of our CFO, Lisa McDermott, and her team for their tireless work guiding our Company through this period. We are also grateful for the support of our lenders. It is now time to move forward.

Life Sciences - Second Quarter Highlights

     
(Dollar Amounts in Thousands) % CHANGE
IN LOCAL

Sales:

JAN. 31, 2008

% CHANGE

CURRENCY

Medical $ 125,277 4.7 0.8
BioPharmaceuticals   119,203 29.1 20.4
Total Life Sciences segment $ 244,480 15.4 9.3
 

% OF SALES

 
Gross profit $ 121,343 49.6
Operating profit $ 48,153 19.7

Within Life Sciences, BioPharmaceuticals sales increased 20%. This was driven by strong systems sales in all geographies and a double-digit increase in consumable sales in Europe. Improved pricing and savings generated from cost reduction initiatives were offset by increased systems sales, reducing Life Sciences gross margin slightly to 49.6% from 50% last year. SG&A expenses, as a percentage of sales, improved 300 basis points to 25.8%. This reflects the impact of cost reduction initiatives and leverage on the top line. Operating profit increased 30% to $48.2 million. Operating profit margin improved to 19.7% from 17.5% last year.

Industrial - Second Quarter Highlights

     
(Dollar Amounts in Thousands) % CHANGE
IN LOCAL

Sales:

JAN. 31, 2008

% CHANGE

CURRENCY

General Industrial $ 232,005 17.8 9.4
Aerospace and Transportation 71,013 16.9 11.7
Microelectronics   78,249 3.9 (0.7)
Total Industrial segment $ 381,267 14.5 7.5
 

% OF SALES

Gross profit $ 166,933 43.8
Operating profit $ 55,443 14.5

Looking at Pall Industrial, the General Industrial markets saw consumable sales increase in most markets and in all geographies with the highest growth rates reported in two systems heavy markets: Municipal Water and Fuels and Chemicals. Systems sales grew 10.3% led by nearly 20% growth in the Municipal Water market.

Within Aerospace and Transportation, Military sales increased 21.8%. Commercial Aerospace sales grew 6.3% driven by the Western Hemisphere. As expected, Microelectronics sales were down slightly due to the cyclical downturn in the marketplace.

Pall Industrials gross margin decreased to 43.8% from 45.8%. Gross margins were adversely affected by an increased proportion of systems sales and a change in market mix within consumables. Incremental costs in Europe related to the facilities rationalization initiative also contributed to the margin decline. These factors were partly offset by savings generated by myriad manufacturing cost reduction and efficiency initiatives.

SG&A expenses, as a percentage of sales improved 190 basis points to 27.2% reflecting the impact of cost reduction initiatives and the leveraging of growth in sales. Operating profit increased about 15% to $55.4 million and operating margin was 14.5%, on par with last year.

Conclusion

Mr. Krasnoff concluded, We remain committed to delivering long-term sustainable, profitable growth for shareholders. Palls Total Fluid ManagementSM (TFM) capability continues to resonate powerfully with customers across our many markets. At the halfway point of the year our Industrial and Life Sciences businesses are on course.

Conference Call

On Monday March 31, 2008, at 8:30 am ET, Pall Corporation will host a conference call to review these results. The call will be webcast and individuals can access it at www.pall.com/investor. Listening to the webcast requires audio speakers and Microsoft Windows Media Player software. The webcast will be archived for 30 days.

Special Note on Financial Tables

The financial tables presented below reflect the restatement of interest expense and provision for taxes in the affected periods as referred to above. For further details on the restatement as related to the periods presented in the financial tables that follow, refer to Note 2, Audit Committee Inquiry and Restatement, to the consolidated financial statements in the Company's fiscal year 2007 Annual Report on Form 10-K.

About Pall Corporation

Pall Corporation is the global leader in the rapidly growing field of filtration, separation and purification. Pall is organized into two businesses: Life Sciences and Industrial. These businesses provide leading-edge products to meet the demanding needs of customers in biotechnology, pharmaceutical, transfusion medicine, energy, electronics, water purification, aerospace, transportation and broad industrial markets. Total revenues for fiscal year 2007 were $2.2 billion. The Company is headquartered in East Hills, New York and has extensive operations around the world. For more information visit Pall at http://www.pall.com./

Forward-Looking Statements

The matters discussed in this release contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this release and in the Companys other written and oral reports are based on current Company expectations and are subject to risks and uncertainties, which could cause actual results to differ materially. All statements regarding future performance, earnings projections, earnings guidance, managements expectations about its future cash needs and effective tax rate, and other future events or developments are forward-looking statements. Such risks and uncertainties include, but are not limited to: risks relating to the Companys restatement of prior period financial statements, including the risks associated with the pending IRS audit and pending SEC and Department of Justice investigations and litigation proceedings; risks associated with the Companys planned cash management initiatives, which may result in changes in the Company's effective tax rate; changes in product mix and product pricing may affect the Companys operating results particularly as the systems business expands in which significantly longer sales cycles are experienced with less predictable revenue and profitability and less certainty of future revenue streams from related consumable product offerings and services; increases in costs of manufacturing and operating costs, including energy and raw materials; the Companys ability to achieve the savings anticipated from its cost reduction and margin improvement initiatives including the timing of completion of its facilities rationalization initiative; fluctuations in foreign currency exchange rates and interest rates; regulatory approval or market acceptance of new technologies; changes in demand for the Companys products and business relationships with key customers and suppliers including delays or cancellations in shipments; success in enforcing patents and protecting proprietary products and manufacturing techniques; risks associated with the completion or integration of acquisitions; domestic and international competition; and global and regional economic conditions, including particularly the impact of current challenging conditions in the United States that may also have global implications; and legislative, regulatory and political developments. The Company makes these statements as of the date of this disclosure and undertakes no obligation to update them. You should carefully consider these factors as well as the additional risk factors outlined in more detail in our most recent Annual Report on Form 10-K under Item 1A, Risk Factors, and in other filings the Company makes with the Securities and Exchange Commission.

Management uses certain non-GAAP measurements to assess the Company's current and future financial performance. The non-GAAP measurements do not replace the presentation of Pall's GAAP financial results. These measurements provide supplemental information to assist management in analyzing the Company's financial position and results of operations. The Company has chosen to provide this information to facilitate meaningful comparisons of past, present and future operating results and as a means to emphasize the results of ongoing operations.

PALL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(AMOUNTS IN THOUSANDS)
   
JAN. 31, 2008

JUL. 31, 2007
 
Assets:
 
Cash and cash equivalents $ 410,265 $ 443,036
Accounts receivable 576,204 551,393
Inventories 506,365 471,467
Other current assets   133,943   140,481
Total current assets   1,626,777   1,606,377
 
Property, plant and equipment, net 628,071 607,900
Other assets   623,848   494,569
Total assets $ 2,878,696 $ 2,708,846
 
Liabilities and Stockholders' Equity:
 
Short-term debt $ 65,014 $ 41,720
Accounts payable, income taxes and other current liabilities   521,106   790,470
Total current liabilities   586,120   832,190
 
Long-term debt 692,430 591,591
Deferred taxes and other non-current liabilities   450,056   224,464
Total liabilities 1,728,606 1,648,245
 
Stockholders' Equity   1,150,090   1,060,601
Total liabilities and stockholders' equity $ 2,878,696 $ 2,708,846

 

PALL CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Amounts in thousands, except per share data)
     
 
SECOND QUARTER ENDED SIX MONTHS ENDED
JAN. 31, 2008 JAN. 31, 2007 JAN. 31, 2008 JAN. 31, 2007
(As Restated) (As Restated)
Net sales $ 625,747 $ 544,930 $ 1,186,754 $ 1,044,218
Cost of sales 337,471 288,460 (b) 637,162 564,076 (b)
Gross profit 288,276 256,470 549,592 480,142
% of sales 46.1% 47.1% 46.3% 46.0%
Selling, general and administrative expenses 178,845 168,203 349,832 325,578
Research and development 18,092 15,277 34,987 29,511
Earnings before restructuring and other charges/(gains), net ("ROTC"), interest expense, net, and income taxes 91,339 72,990 164,773 125,053
ROTC 13,859 (a) (3,648) (b) 22,628 (a) 13,440 (b)
Interest expense, net 8,063 9,759 15,784 20,455
Earnings before income taxes 69,417 66,879 126,361 91,158
Provision for income taxes 21,429 22,532 42,271 (a) 30,810
Net earnings $ 47,988 $ 44,347 $ 84,090 $ 60,348
 
Earnings per share:
Basic $ 0.39 $ 0.36 $ 0.68 $ 0.49
Diluted $ 0.39 $ 0.36 $ 0.68 $ 0.49
 
Average shares outstanding:
Basic 123,372 123,185 123,256 122,988
Diluted 124,572 124,504 124,449 124,392
 
Net earnings as reported $ 47,988 $ 44,347 $ 84,090 $ 60,348
ROTC and one-time purchase accounting adjustment, after pro forma tax effect 9,229 (611) 15,325 10,462
Tax adjustments (a) - - 2,435 -
Pro forma earnings $ 57,217 $ 43,736 $ 101,850 $ 70,810
 
Diluted earnings per share as reported $ 0.39 $ 0.36 $ 0.68 $ 0.49
ROTC and one-time purchase accounting adjustment, after pro forma tax effect 0.07 (0.01) 0.12 0.08
Tax adjustments (a) - - 0.02 -
Pro forma diluted earnings per share $ 0.46 $ 0.35 $ 0.82 $ 0.57
(a) ROTC in the quarter and the six months includes charges of $3,959 (2 cents per share, after pro forma tax effect) and $8,962 (5 cents per share, after pro forma tax effect) primarily comprised of severance and other costs related to the Company's cost reduction programs, including its facilities rationalization initiative. ROTC in the quarter and six months also includes $9,900 (5 cents per share, after pro forma tax effect) and $13,666 (7 cents per share, after pro forma tax effect) primarily comprised of legal and other professional fees related to the matters under inquiry by the audit committee of the Companys board of directors.
 
Provision for income taxes in the six months includes a charge of $2,435 (2 cents per share) resulting from newly enacted tax legislation in a foreign tax jurisdiction. Pro forma earnings exclude this item as it is deemed to be non-recurring in nature.
 
(b) Cost of sales includes incremental depreciation and other adjustments of $1,523 (1 cent per share, after pro forma tax effect) in the quarter and $1,950 (1 cent per share, after pro forma tax effect) in the six months recorded in conjunction with the Companys facilities rationalization initiative. Furthermore, cost of sales includes a charge of $566 for the quarter and six months related to a one-time purchase accounting adjustment to record at market value, inventory acquired from BioSepra. This resulted in a $2,431 increase in acquired inventories in accordance with SFAS No. 141 "Business Combinations" and charges to cost of sales in the periods when the sale of a portion of the underlying inventory occurred.
 
ROTC in the quarter includes income of $3,868 ( 2 cents per share, after pro forma tax effect) primarily comprised of a gain on the sale of a facility partly offset by severance and other costs related to the Company's cost reduction programs, including its facilities rationalization initiative. ROTC in the six months includes a charge of $9,724 (5 cents per share, after pro forma tax effect) primarily comprised of severance costs and an impairment charge on certain long-lived assets partly offset by a gain on the sale of a facility. The charges in the six months relate to the Company's cost reduction programs, including its facilities rationalization initiative. In addition, the quarter and six months include charges of $220 and $3,716 (2 cents per share, after pro forma tax effect), respectively related to an increase in environmental reserves and a legal settlement.

 

PALL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(AMOUNTS IN THOUSANDS)
   
 
SIX MONTHS ENDED
JAN. 31,2008 JAN. 31,2007
 
Net cash (used)/provided by operating activities $ (74,905 ) $ 148,875  
 
Investing activities:
 
Disposals of long-lived assets 4,605 43,968
Capital expenditures (52,681 ) (32,210 )
Other   (4,789 )   (1,812 )
Net cash (used)/provided by investing activities   (52,865 )   9,946  
 
Financing activities:
 
Dividends paid (29,425 ) (26,885 )
Notes payable and long-term borrowings 101,453 (121,281 )
Purchase of treasury stock - (11,800 )
Other   8,222     27,759  
Net cash provided/(used) by financing activities   80,250     (132,207 )
 
Cash flow for period (47,520 ) 26,614
Cash and cash equivalents at beginning of year 443,036 317,657
Effect of exchange rate changes on cash   14,749     1,415  
Cash and cash equivalents at end of period $ 410,265   $ 345,686  
 
 
Free cash flow:
Net cash (used)/provided by operating activities $ (74,905 ) $ 148,875
Less capital expenditures   52,681     32,210  
Free cash flow $ (127,586 ) $ 116,665  

 

PALL CORPORATION

SUMMARY OPERATING PROFIT BY SEGMENT
(Unaudited)
(Dollar Amounts in Thousands)
     
 
SECOND QUARTER ENDED SIX MONTHS ENDED
JAN. 31, 2008 JAN. 31, 2007 JAN. 31, 2008 JAN. 31, 2007
 

Life Sciences

Sales $ 244,480 $ 211,935 $ 459,094 $ 404,937
Cost of sales (a)   123,137     105,921     226,603     203,697  
Gross profit 121,343 106,014 232,491 201,240
% of sales 49.6 % 50.0 % 50.6 % 49.7 %
 
Selling, general and administrative expenses 62,982 61,136 124,729 119,528
Research and development   10,208     7,842     19,826     15,488  
Operating profit $ 48,153 $ 37,036 $ 87,936 $ 66,224
% of sales   19.7 %   17.5 %   19.2 %   16.4 %
 

Industrial

Sales $ 381,267 $ 332,995 $ 727,660 $ 639,281
Cost of sales (a)   214,334     180,450     410,559     357,863  
Gross profit 166,933 152,545 317,101 281,418
% of sales 43.8 % 45.8 % 43.6 % 44.0 %
 
Selling, general and administrative expenses 103,606 96,737 201,420 185,733
Research and development   7,884     7,435     15,161     14,023  
Operating profit $ 55,443 $ 48,373 $ 100,520 $ 81,662
% of sales   14.5 %   14.5 %   13.8 %   12.8 %
 
CONSOLIDATED:
Operating profit $ 103,596 $ 85,409 $ 188,456 $ 147,886
General corporate expenses   12,257     10,330     23,683     20,317  
Earnings before ROTC, interest and income taxes 91,339 75,079 164,773 127,569
ROTC (a) 13,859 (1,559 ) 22,628 15,956
Interest expense, net (b)   8,063     9,759     15,784     20,455  
Earnings before income taxes $ 69,417   $ 66,879   $ 126,361   $ 91,158  

(a) Included in ROTC for the purpose of evaluation of segment profitability are other adjustments recorded in cost of sales. For the quarter and six months ended January 31, 2007, such adjustments include incremental depreciation and other adjustments of $1,523 and $1,950 recorded in conjunction with the Companys facilities rationalization initiative. Furthermore, such adjustments include a charge of $566 for the quarter and six months ended January 31, 2007 related to a one-time purchase accounting adjustment to record at market value, inventory acquired from BioSepra. This resulted in a $2,431 increase in acquired inventories in accordance with SFAS No. 141 "Business Combinations" and charges to cost of sales in the periods when the sale of a portion of the underlying inventory occurred.

 

(b) Interest expense, net and Earnings before income taxes have been restated for the quarter and six months ended January 31, 2007 as a result of matters that led to the audit committee inquiry.

 

PALL CORPORATION

SUPPLEMENTAL SEGMENT SALES INFORMATION BY MARKET AND GEOGRAPHY
(Unaudited)
(Dollar Amounts in Thousands)
       

 

SECOND QUARTER ENDED JAN. 31, 2008 JAN. 31, 2007 % CHANGE

EXCHANGE

RATE

IMPACT

% CHANGE

IN LOCAL

CURRENCY

 
Life Sciences

|-----Increase/(Decrease)-----|

By Market:
Medical $ 125,277 $ 119,605 4.7 $ 4,742 0.8
BioPharmaceuticals   119,203   92,330 29.1   7,995 20.4
Total Life Sciences $ 244,480 $ 211,935 15.4