EX-99 2 exhibit99.htm PRESS RELEASE, DATED MARCH 11, 2010 (FURNISHED PURSUANT TO ITEM 2.02) exhibit99.htm
Exhibit 99
 
Pall Corporation Reports Second Quarter Fiscal 2010 Results
 
Port Washington, NY (March 11, 2010) -- Pall Corporation (NYSE:PLL) today reported financial results for the second quarter ended January 31, 2010.
 
Sales and Earnings Overview
 
Sales for the second quarter were $560.4 million, an increase of 3.2% compared to the second quarter of fiscal year 2009. Sales in local currency (“LC”) decreased 2.8%. Foreign currency translation increased reported sales by $32.5 million or 6% in the quarter. Net earnings were $49.6 million, compared to $38.9 million in the second quarter of fiscal year 2009. Both diluted and pro forma earnings per share (“EPS”) were $0.42, compared to diluted EPS of $0.33 and pro forma EPS, excluding restructuring and other charges, of $0.38 last year. The estimated impact of foreign currency translation increased second quarter 2010 EPS by $0.04.
 
For the six months, diluted EPS were $0.98, compared to $0.68 a year earlier. Pro forma EPS, excluding restructuring and other charges as well as nonrecurring favorable items affecting interest expense and provision for income taxes (“Discrete Items”), were $0.82 compared to $0.78 last year. The estimated impact of foreign currency translation increased both measures of six month 2010 EPS by $0.06.
 
Eric Krasnoff, Chairman and CEO, stated, “Life Sciences continues its strong performance. Operating profit increased 27% in the quarter following a 38% increase in the first quarter. These results were driven by exceptional performance in BioPharmaceuticals.
 
In Pall Industrial, Energy, Water & Process Technologies and Aerospace & Transportation saw a sales decline in the quarter. Microelectronics came back solidly with a 15% sales increase (in local currency). Pall Industrial’s results have impeded growth in the first half of the year. Orders in many key submarkets have now started to rebound and we continue to expect Industrial sales will grow in the second half of this fiscal year. Orders are also building in the capital expenditure sensitive Energy, Water & Process Technologies markets. We are looking to fiscal 2011 for recovery in Aerospace & Transportation.
 
We are steadily executing plans to grow the top line and further strengthen Pall's overall financial performance. Productivity improvement programs continue to reduce costs while improving service to customers. Gross margins improved 350 basis points over last year, particularly reflecting favorable mix along with ongoing productivity enhancement efforts."
 
Life Sciences - Second Quarter Highlights
 
(Dollar Amounts in Thousands and Discussion of Sales and Orders Changes are in Local Currency)
 
                        % CHANGE
Sales:   JAN. 31, 2010 JAN. 31, 2009 % CHANGE IN LC
BioPharmaceuticals $ 146,972 $ 128,135 14.7 8.2  
Medical 100,451 96,887 3.7            (1.1 )
Total Life Sciences segment $     247,423 $     225,022 10.0 4.2
   
Gross profit $ 143,430 $ 115,302  
       % of sales 58.0     51.2    
Operating profit $ 61,554 $ 48,602
       % of sales 24.9 21.6



Within BioPharmaceuticals, consumables in the Pharmaceuticals submarket grew about 15% for the second consecutive quarter aided by demand for Pall’s single-use products in biotechnology manufacturing.
 
Within Medical, sales in the Blood Filtration submarkets grew slightly overall and better in Asia. This region has benefited from increasing adoption of universal leukoreduction.
 
The improvement in Life Sciences operating profit was primarily driven by favorable product, market and sales channel mix as well as the benefit of pricing increases and cost savings that outpaced inflation.
 
Industrial - Second Quarter Highlights
 
(Dollar Amounts in Thousands and Discussion of Sales and Orders Changes are in Local Currency)
 
                        % CHANGE
Sales:   JAN. 31, 2010 JAN. 31, 2009 % CHANGE IN LC
Energy, Water & Process Technologies $ 194,240 $ 201,332 (3.5 ) (10.6 )
Aerospace & Transportation 57,771 66,388          (13.0 )          (16.5 )
Microelectronics 60,967 50,554 20.6 14.7
Total Industrial segment $     312,978 $     318,274 (1.7 ) (7.8 )
 
Gross profit $ 140,855 $ 141,047
       % of sales 45.0 44.3
Operating profit $ 30,230 $ 35,882
       % of sales 9.7 11.3

Microelectronics sales increased almost 15% as the semiconductor industry is recovering. Growth in the Western Hemisphere and most of Asia was solid reflecting increased fab utilization rates and capital spending. Orders were up 45%.
 
Energy, Water & Process Technologies sales were impacted by the deferral of orders for large capital jobs over the last year, particularly in the Energy and Municipal Water submarkets. We are now seeing order growth in the Municipal Water, Food & Beverage and Industrial Manufacturing submarkets.
 
Within Aerospace & Transportation, the Commercial Aerospace submarkets declined almost 7% related to weakness in the regional and private jet markets. The Military Aerospace submarket sales decreased 27% reflecting deferrals in military spending. Sales to the Transportation submarket were down over 7%.
 
Pall Industrial’s gross margin improvement reflects favorable product mix. Ongoing cost reduction programs are mitigating inflation and the impact of volume reduction.
 
Conclusion
 
Mr. Krasnoff concluded, “Pall Industrial orders and backlog are growing and we expect a return to top line growth in the second half of the fiscal year. We expect overall BioPharmaceuticals sales growth rate to moderate for the remainder of this fiscal year due to timing of demand within the biotechnology market. Company-wide system sales are forecast to grow as capital spending ramps up.
 
Our prior EPS guidance for fiscal year 2010 forecast an earlier and stronger recovery for the Industrial markets and a benefit from foreign currency translation of $0.17. Applying an estimated benefit from foreign currency translation of $0.09 based on current exchange rates, we have retained the low end of our guidance at $1.95 and reduced the high end to $2.05 (excluding Discrete Items). Including the Discrete Items in the first half, EPS are expected to be in the $2.11 to $2.21 range.
 


Conference Call
 
On Friday, March 12, 2010, 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.
 
About Pall Corporation
 
Pall Corporation (NYSE:PLL) is a filtration, separation and purification leader providing Total Fluid ManagementSM solutions to meet the critical needs of customers in biopharmaceutical; hospital, transfusion and veterinary medicine; energy and alternative energy; electronics; municipal and industrial water; aerospace; transportation and broad industrial markets. Together with our customers, we foster health, safety and environmentally responsible technologies. The Company’s engineered solutions enable process and product innovation and minimize emissions and waste. Pall Corporation, with total revenues of $2.3 billion for fiscal 2009, is a S&P 500 company with more than 10,000 employees servicing customers worldwide. Pall has been named a top "green company" by Newsweek magazine. To see how Pall is helping enable a greener and more sustainable future, visit 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. Results for the second quarter of fiscal year 2010 are preliminary until the Company's Form 10-Q is filed with the Securities and Exchange Commission on March 12, 2010.
 
All statements regarding future performance, earnings projections, earnings guidance, management’s expectations about its future cash needs and effective tax rate, and other future events or developments are forward-looking statements. Forward-looking statements are those that use terms such as “anticipate”, “should”, “believe”, “estimate”, “expect”, “intend”, “plan”, “predict”, “potential” or similar expressions about matters that are not historical facts. Forward-looking statements contained in this and 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. Such risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A, “Risk Factors” in the 2009 Form 10-K, and other reports the Company files with the Securities and Exchange Commission, including the impact of the uncertain global economic environment and the timing and strength of a recovery in the markets we serve, and the extent to which adverse economic conditions continue to affect our sales volume and results, demand for our products and business relationships with key customers and suppliers, which may be impacted by their cash flow and payment practices, and volatility in currency exchange rates and energy costs and other macro economic challenges currently affecting the Company, and the Company’s ability to successfully complete its business improvement initiatives that include integrating and upgrading its information systems and the effect of a serious disruption in the Company’s information systems on its business and results of operations. The Company makes these statements as of the date of this disclosure and undertakes no obligation to update them.
 
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 the Company’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, 2010       JULY 31, 2009
Assets:
 
Cash and cash equivalents $ 441,957 $ 414,011
Accounts receivable 518,296 561,063
Inventories 415,808 413,278
Other current assets 193,998 182,098
       Total current assets 1,570,059 1,570,450
 
Property, plant and equipment, net 688,748 681,658
Other assets 584,645 588,704
       Total assets $ 2,843,452 $ 2,840,812
 
Liabilities and Stockholders' Equity:
 
Short-term debt $ 143,418 $ 139,803
Accounts payable, income taxes and other current liabilities 518,481 577,587
       Total current liabilities 661,899 717,390
 
Long-term debt 576,265 577,666
Deferred taxes and other non-current liabilities 423,450 431,158
       Total liabilities 1,661,614 1,726,214
 
Stockholders' equity 1,181,838 1,114,598
       Total liabilities and stockholders' equity $     2,843,452 $     2,840,812
 


PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Amounts in thousands, except per share data)
 
SECOND QUARTER ENDED SIX MONTHS ENDED
      JAN. 31, 2010       JAN. 31, 2009       JAN. 31, 2010       JAN. 31, 2009
Net sales $     560,401 $     543,296 $     1,107,340 $     1,121,318
Cost of sales 276,116 286,947 552,857 585,578
Gross profit 284,285 256,349 554,483 535,740
       % of sales 50.7 % 47.2 % 50.1 % 47.8 %
Selling, general and administrative expenses 187,012 167,084 363,670 347,590
       % of sales 33.4 % 30.8 % 32.8 % 31.0 %
Research and development 18,639 17,419 35,888 36,352
Earnings before restructuring and other
charges, net ("ROTC"), interest expense,
net, and income taxes 78,634 71,846 154,925 151,798
       % of sales 14.0 % 13.2 % 14.0 % 13.5 %
ROTC 572 (a) 8,747 (b) 4,629 (a) 16,922 (b)
Interest expense, net 5,694 6,553 3,088 (a) 15,979
Earnings before income taxes 72,368 56,546 147,208 118,897
Provision for income taxes 22,749 17,675 30,606 (a) 36,939 (b)
Net earnings $ 49,619 $ 38,871 $ 116,602 $ 81,958
 
Earnings per share:
       Basic $ 0.42 $ 0.33 $ 0.99 $ 0.69
       Diluted $ 0.42 $ 0.33 $ 0.98 $ 0.68
 
Average shares outstanding:
       Basic 117,875 118,428 117,749 118,931
       Diluted 119,290 119,213 119,028 119,921
 
Net earnings as reported $ 49,619 $ 38,871 $ 116,602 $ 81,958
ROTC, after pro forma tax effect - 6,322 (b) 2,739 (a) 13,016 (b)
Interest adjustments, after pro forma tax effect - - (7,499 ) (a) -
Tax adjustments - - (14,188 ) (a) (1,426) (b)
Pro forma earnings $ 49,619 $ 45,193 $ 97,654 $ 93,548
 
Diluted earnings per share as reported $ 0.42 $ 0.33 $ 0.98 $ 0.68
ROTC, after pro forma tax effect - 0.05 (b) 0.02 (a) 0.11 (b)
Interest adjustments, after pro forma tax effect - - (0.06 ) (a) -
Tax adjustments - - (0.12 ) (a) (0.01 ) (b)
Pro forma diluted earnings per share $ 0.42 $ 0.38 $ 0.82 $ 0.78
 
(a) ROTC in the quarter and six months includes severance and other costs primarily related to the Company's cost reduction programs partly offset by receipt of insurance claim payments related to the previously reported matters that were under inquiry by the audit committee of the Company's board of directors.
 
Interest expense, net and provision for income taxes in the six months includes the reversal of accrued interest of $8,984 ($7,499 after pro forma tax effect) and income taxes payable of $14,188, principally related to the resolution of a foreign tax audit. Pro forma earnings exclude these items as they are deemed to be non-recurring in nature.
 
(b) ROTC in the quarter and six months includes severance and other costs related to the Company's cost reduction programs, professional fees related to the previously reported matters that were under inquiry by the audit committee of the Company’s board of directors, an increase to previously established environmental reserves, net of receipt of insurance claim payments, and the impairment of capitalized software development costs related to discontinued projects. ROTC in the six months also includes a charge related to the impairment of equity and debt investments held by the Company's benefits protection trust and a charge to write-off in process research and development acquired in the acquisition of GeneSystems, SA.
 
Provision for income taxes in the six months includes benefits related to the repatriation of earnings and newly enacted tax legislation. Pro forma earnings exclude these items as they are deemed to be non-recurring in nature.
 


PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in Thousands)
 
SIX MONTHS ENDED
      JAN. 31, 2010       JAN. 31, 2009
Net cash provided by operating activities $ 156,008 $ 61,893
 
Investing activities:
 
Acquisitions, net of cash acquired (8,984 ) (37,214 )
Capital expenditures (63,459 ) (58,387 )
Other (3,187 ) (11,305 )
Net cash used by investing activities (75,630 ) (106,906 )
 
Financing activities:
 
Dividends paid (33,913 ) (30,814 )
Notes payable and long-term borrowings (1,815 ) (63,636 )
Purchase of treasury stock (24,990 ) (64,884 )
Other 10,113 7,874  
Net cash used by financing activities   (50,605 )   (151,460 )
 
Cash flow for period 29,773   (196,473 )
Cash and cash equivalents at beginning of year 414,011 454,065
Effect of exchange rate changes on cash (1,827 ) (36,106 )
Cash and cash equivalents at end of period $          441,957   $          221,486
 
Free cash flow:    
Net cash provided by operating activities $ 156,008 $ 61,893
Less capital expenditures 63,459 58,387
Free cash flow $ 92,549 $ 3,506
 


PALL CORPORATION
SUMMARY OPERATING PROFIT BY SEGMENT
(Unaudited)
(Dollar Amounts in Thousands)
 
SECOND QUARTER ENDED SIX MONTHS ENDED
      JAN. 31, 2010       JAN. 31, 2009       JAN. 31, 2010       JAN. 31, 2009
Life Sciences
Sales $     247,423 $     225,022 $     486,333 $     445,351
Cost of sales 103,993 109,720 209,902 215,530
Gross profit 143,430 115,302 276,431 229,821
       % of sales 58.0 % 51.2 % 56.8 % 51.6 %
 
Selling, general and administrative expenses 70,596 57,086 136,009 119,470
       % of sales 28.5 % 25.4 % 28.0 % 26.8 %
Research and development 11,280 9,614 21,101 19,881
Operating profit $ 61,554 $ 48,602 $ 119,321 $ 90,470
       % of sales 24.9 % 21.6 % 24.5 % 20.3 %
 
Industrial
Sales $ 312,978 $ 318,274 $ 621,007 $ 675,967
Cost of sales 172,123 177,227 342,955 370,048
Gross profit 140,855 141,047 278,052 305,919
       % of sales 45.0 % 44.3 % 44.8 % 45.3 %
 
Selling, general and administrative expenses 103,266 97,360 202,064 198,460
       % of sales 33.0 % 30.6 % 32.5 % 29.4 %
Research and development 7,359 7,805   14,787     16,471
Operating profit $ 30,230 $ 35,882 $ 61,201 $ 90,988
       % of sales 9.7 %   11.3 % 9.9 % 13.5 %
 
CONSOLIDATED:
Operating profit $ 91,784 $ 84,484 $ 180,522 $ 181,458
General corporate expenses 13,150 12,638 25,597   29,660
Earnings before ROTC, interest and income taxes 78,634 71,846 154,925 151,798
ROTC 572   8,747   4,629 16,922
Interest expense, net   5,694 6,553   3,088 15,979
Earnings before income taxes $ 72,368 $ 56,546 $ 147,208 $ 118,897
 


PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY MARKET AND GEOGRAPHY
(Unaudited)
(Dollar Amounts in Thousands)
 
EXCHANGE % CHANGE
RATE IN LOCAL
SECOND QUARTER ENDED      JAN. 31, 2010      JAN. 31, 2009      % CHANGE      IMPACT      CURRENCY
Life Sciences |--------------Increase/(Decrease)-------------|
By Market:
BioPharmaceuticals $ 146,972 $ 128,135 14.7 $ 8,306 8.2
Medical 100,451 96,887 3.7 4,616 (1.1 )
Total Life Sciences $ 247,423 $ 225,022 10.0 $ 12,922 4.2
 
By Geography:
Western Hemisphere $ 91,720 $ 84,867 8.1 $ 376 7.6
Europe 117,754 107,676 9.4 9,594   0.4
Asia 37,949 32,479 16.8   2,952 7.8
Total Life Sciences $ 247,423 $ 225,022 10.0 $ 12,922 4.2
 
Industrial
By Market:
Energy, Water & Process Technologies $ 194,240 $ 201,332 (3.5 ) $ 14,254 (10.6 )
Aerospace & Transportation 57,771 66,388 (13.0 ) 2,349 (16.5 )
Microelectronics 60,967 50,554 20.6   3,000 14.7
Total Industrial $ 312,978 $ 318,274 (1.7 ) $ 19,603 (7.8 )
 
By Geography:  
Western Hemisphere   $     83,406   $     100,065                (16.6 ) $     818              (17.5 )
Europe 112,035 117,423 (4.6 ) 9,289 (12.5 )
Asia 117,537 100,786 16.6 9,496 7.2
Total Industrial $ 312,978 $ 318,274 (1.7 ) $ 19,603 (7.8 )
 
PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY MARKET AND GEOGRAPHY
(Unaudited)
(Dollar Amounts in Thousands)
 
EXCHANGE % CHANGE
RATE IN LOCAL
SIX MONTHS ENDED      JAN. 31, 2010      JAN. 31, 2009      % CHANGE      IMPACT      CURRENCY
Life Sciences |--------------Increase/(Decrease) -------------|
By Market:
BioPharmaceuticals $ 290,195 $ 256,058 13.3 $ 10,463 9.2
Medical 196,138 189,293 3.6 5,481 0.7
Total Life Sciences $ 486,333 $ 445,351 9.2 $ 15,944 5.6
 
By Geography:
Western Hemisphere $ 179,260 $ 166,183 7.9 $ 358 7.7
Europe 232,480 217,134 7.1 9,943 2.5
Asia 74,593 62,034 20.2 5,643 11.1
Total Life Sciences $ 486,333 $ 445,351 9.2 $ 15,944 5.6
 
Industrial
By Market:
Energy, Water & Process Technologies   $ 388,729 $ 418,931 (7.2 ) $ 17,896 (11.5 )
Aerospace & Transportation 114,762 139,083 (17.5 ) 2,382 (19.2 )
Microelectronics 117,516 117,953 (0.4 ) 5,067 (4.7 )
Total Industrial $     621,007 $     675,967                (8.1 ) $     25,345                (11.9 )
 
By Geography:    
Western Hemisphere $ 163,034 $ 201,964   (19.3 ) $ 747 (19.6 )
Europe 228,026 249,520 (8.6 )   9,994   (12.6 )
Asia 229,947 224,483 2.4   14,604 (4.1 )
Total Industrial $ 621,007 $ 675,967 (8.1 ) $ 25,345 (11.9 )
 
###

Contact:
Pall Corporation
Patricia Iannucci
V.P. Investor Relations & Corporate Communications
Telephone: 516-801-9848
Email: piannucci@pall.com