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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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 001-09781 (0-1052)
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Millipore Corporation
---------------------
(Exact name of registrant as specified in its charter)
Massachusetts
-------------
(State or other jurisdiction of incorporation or organization)
04-2170233
----------
(I.R.S. Employer Identification No.)
80 Ashby Road
Bedford, Massachusetts 01730
----------------------------
(Address of principal executive offices)
Registrant's telephone number, include area code (781) 533-6000
---------------------------------------------------------------
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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
-------
The Company had 48,396,226 shares of common stock outstanding as of November 8,
2002.
MILLIPORE CORPORATION
INDEX TO FORM 10-Q
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets -
September 30, 2002 and December 31, 2001 2
Condensed Consolidated Statements of Income -
Three and nine months ended September 30, 2002 and 2001 3
Condensed Consolidated Statements of Cash Flows -
Nine months ended September 30, 2002 and 2001 4
Notes to Condensed Consolidated
Financial Statements 5-8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 9-14
Item 3. Quantitative and Qualitative Disclosures about Market Risk 15
Item 4. Controls and Procedures 15
PART II. OTHER INFORMATION
Item 1 Legal Proceedings 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
Certifications 17-18
MILLIPORE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, December 31,
2002 2001
----------------- ----------------
ASSETS (Unaudited)
- ------
Current assets
Cash and cash equivalents $ 90,950 $ 62,450
Accounts receivable, net 154,261 154,606
Inventories 104,165 80,046
Deferred income taxes 8,509 8,509
Other current assets 6,488 4,513
----------------- ----------------
Total Current Assets 364,373 310,124
Property, plant and equipment, net 234,543 200,330
Deferred income taxes 82,622 82,622
Intangible assets, net 28,790 29,991
Goodwill 9,932 -
Other assets 11,099 11,674
Net assets of discontinued operations - 279,155
----------------- ----------------
Total Assets $ 731,359 $ 913,896
================= ================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities
Notes payable $ 1,100 $ 1,958
Accounts payable 44,932 47,403
Accrued expenses 60,494 63,534
Accrued retirement plan contributions 6,607 7,741
Accrued income taxes payable 4,090 6,546
Dividends payable - 5,266
----------------- ----------------
Total Current Liabilities 117,223 132,448
Long-term debt 337,000 320,000
Other liabilities 24,300 22,075
Minority interest in discontinued operations - 45,417
Shareholders' equity
Common stock 56,988 56,988
Additional paid-in capital 88,908 88,584
Retained earnings 412,382 600,479
Unearned compensation (1,454) (2,785)
Accumulated other comprehensive loss (50,905) (83,457)
----------------- ----------------
505,919 659,809
Less: Treasury stock, at cost, 8,654
shares in 2002 and 9,112 in 2001 (253,083) (265,853)
----------------- ----------------
Total Shareholders' Equity 252,836 393,956
----------------- ----------------
Total Liabilities and Shareholders' Equity $ 731,359 $ 913,896
================= ================
The accompanying notes are an integral part of the condensed
consolidated financial statements.
2
MILLIPORE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
------------- ----------------------------------- ---------------
Net sales $ 175,616 $ 157,667 $ 518,372 $ 488,137
Cost of sales 76,795 70,579 220,845 216,593
------------- -------------- --------------- ---------------
Gross profit 98,821 87,088 297,527 271,544
Selling, general and administrative expenses 54,751 49,659 164,095 150,188
Research and development expenses 12,940 11,458 38,858 33,395
Restructuring and other charges - - - 17,962
------------- -------------- --------------- ---------------
Operating income 31,130 25,971 94,574 69,999
Loss on investments (2,344) - (2,344) -
Interest income 354 577 876 2,158
Interest expense (4,942) (6,081) (15,035) (19,346)
------------- -------------- --------------- ---------------
Income from continuing operations before
income taxes 24,198 20,467 78,071 52,811
Provision for income taxes 5,324 4,503 17,176 9,283
------------- -------------- --------------- ---------------
Income from continuing operations 18,874 15,964 60,895 43,528
------------- -------------- --------------- ---------------
Loss from discontinued operations, net of taxes - - - (6,736)
(Loss) income on disposal of discontinued
operations, net of taxes - - 2,900 (24,400)
------------- -------------- --------------- ---------------
Total discontinued operations - - 2,900 (31,136)
------------- -------------- --------------- ---------------
Net income $ 18,874 $ 15,964 $ 63,795 $ 12,392
============= ============== =============== ===============
Basic income (loss) per share:
Continuing operations $ 0.39 $ 0.34 $ 1.27 $ 0.93
Discontinued operations - - 0.06 (0.67)
------------- -------------- --------------- ---------------
Net income $ 0.39 $ 0.34 $ 1.33 $ 0.26
============= ============== =============== ===============
Diluted income (loss) per share:
Continuing operations $ 0.39 $ 0.33 $ 1.26 $ 0.91
Discontinued operations - - 0.06 (0.65)
------------- -------------- --------------- ---------------
Net income $ 0.39 $ 0.33 $ 1.32 $ 0.26
============= ============== =============== ===============
Cash dividends declared per share $ - $ 0.11 $ - $ 0.33
Weighted average shares outstanding:
Basic 48,266 47,377 48,112 46,908
Diluted 48,405 48,364 48,441 47,902
The accompanying notes are an integral part of the condensed
consolidated financial statements.
3
MILLIPORE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2002 2001
---------------- ----------------
Cash Flows From Operating Activities:
- ------------------------------------
Net income $ 63,795 $ 12,392
Less: Loss from discontinued operations, net of taxes - (6,736)
Income (loss) on disposal of discontinued operations, net of taxes 2,900 (24,400)
---------- ----------
Income from continuing operations 60,895 43,528
Adjustments to reconcile income from continuing operations to net cash provided
by operating activities:
Restructuring and other charges - 17,962
Depreciation and amortization 25,190 23,265
Changes in operating assets and liabilities, net:
Decrease (increase) in accounts receivable 9,519 (15,239)
(Increase) in inventories (17,554) (4,705)
Decrease (increase) in other current assets and other assets 1,387 (2,753)
(Decrease) in accounts payable and accrued expenses (8,447) (19,344)
(Decrease) in accrued retirement plan contributions (1,353) (5)
(Decrease) in accrued income taxes (2,385) (19,586)
Increase in other 1,815 1,995
---------- ----------
Net cash provided by operating activities 69,067 25,118
---------- ----------
Cash Flows From Investing Activities:
- ------------------------------------
Additions to property, plant and equipment (48,121) (49,847)
Acquisition (11,676) -
Additions to investments and intangible assets (2,609) -
---------- ----------
Net cash used in investing activities (62,406) (49,847)
---------- ----------
Cash Flows From Financing Activities:
- ------------------------------------
Proceeds from issuance of treasury stock under stock plans 13,749 42,842
Net change in debt 16,142 4,456
Dividends paid (5,276) (15,435)
Decrease in cash held as collateral - 3,212
---------- ----------
Net cash provided by financing activities 24,615 35,075
---------- ----------
Effect of foreign exchange rates on cash and cash equivalents 676 (2,204)
---------- ----------
Net cash provided by continuing operations 31,952 8,142
Net cash (used by) provided by discontinued operations (3,452) 31,930
---------- ----------
Net increase in cash and cash equivalents 28,500 40,072
Cash and cash equivalents on January 1 62,450 55,186
---------- ----------
Cash and cash equivalents on September 30 $ 90,950 $ 95,258
========== ==========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
MILLIPORE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, shares in thousands)
1. General: The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions to Form
10-Q and, accordingly, these footnotes condense or omit information and
disclosures which substantially duplicate information provided in the
Company's latest audited financial statements. These financial statements
should be read in conjunction with the financial statements and notes
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001. In the opinion of management, these financial statements
reflect all adjustments necessary for a fair presentation of the results for
the interim periods presented. The accompanying unaudited condensed
consolidated financial statements are not necessarily indicative of future
trends or the Company's operations for the entire year. Reclassifications
have been made to prior year financial statements to conform with the 2002
presentation.
2. Inventories: Inventories consisted of the following:
September 30, December 31,
2002 2001
--------------- --------------
Raw materials $ 35.5 $ 28.5
Work in process 16.5 12.5
Finished goods 52.2 39.0
--------------- --------------
Total $ 104.2 $ 80.0
=============== ==============
3. Property, Plant and Equipment: Accumulated depreciation on property, plant
and equipment was $180.5 at September 30, 2002 and $157.4 at December 31,
2001.
4. Restructuring Program and Other Charges: In the first quarter of 2001, the
Company initiated a restructuring program and recorded a $16.5 restructuring
charge, consisting primarily of employee termination costs, and $1.5 of fixed
asset write-offs for assets which were no longer in use. Approximately 215
positions were eliminated and through September 30, 2002, approximately 175
employees have left the Company. The restructuring actions are proceeding as
planned and the remaining reserve balance, which is included in accrued
expenses at September 30, 2002, will be substantially paid by the end of
2002.
The following is a summary of the 2001 Restructuring Program reserve balance
at September 30, 2002:
Balance at Cash and non- Balance at
December 31, 2001 cash activity September 30, 2002
------------------- --------------- --------------------
Employee severance costs $ 4.6 $ 2.5 $ 2.1
Leasehold and other costs 0.7 0.6 0.1
--------------- ------------- ------------------
Total $ 5.3 $ 3.1 $ 2.2
=============== ============= ==================
5. Basic and Diluted Earnings Per Share: Share information used to calculate
earnings per share ("EPS") is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- -------------------
2002 2001 2002 2001
---- ---- ---- ----
Weighted average common shares outstanding for basic EPS 48,266 47,377 48,112 46,908
Dilutive effect of stock options and restricted stock 139 987 329 994
------ ------ ------ ------
Weighted average common shares outstanding for diluted EPS 48,405 48,364 48,441 47,902
====== ====== ====== ======
5
MILLIPORE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, shares in thousands)
6. Comprehensive Income: The following table presents the components of
comprehensive income (loss), net of taxes:
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2002 2001 2002 2001
---- ---- ---- ----
Unrealized loss on securities available for sale $ (0.2) $ (0.6) $ (0.3) $ (1.3)
Reclassification adjustment for losses realized in net
income 0.2 - 0.2 -
------- ------- ------- -------
Net unrealized loss on securities available for sale - (0.6) (0.1) (1.3)
Impact of adopting SFAS No. 133 - - - (5.1)
Change in value of foreign currency interest rate swaps
designated as hedges - - - 5.9
Foreign currency translation adjustments (3.1) 4.9 17.3 (19.0)
------- ------- ------- -------
Other comprehensive income (loss) (3.1) 4.3 17.2 (19.5)
Net income 18.9 16.0 63.8 12.4
------- ------- ------- -------
Total comprehensive income (loss) $ 15.8 $ 20.3 $ 81.0 $ (7.1)
======= ======= ======= =======
7. Legal proceedings: On July 21, 1999 Amersham Pharmacia Biotech AB ("APB")
(now known as Amersham Biosciences AB) of Sweden filed a complaint in the
High Court of Justice in the United Kingdom against the Company and two of
its subsidiaries alleging that the sale of the Company's ISOPAK
chromatography valve infringed one or more of the claims contained in APB
patents. APB sought an injunction against the alleged infringement as well as
damages. On October 26, 2000, the High Court ruled that the chromatography
valve currently sold by the Company did not infringe the APB patents. APB
appealed this decision and, on July 5, 2001, the British Appeals Court
affirmed the decision of the High Court. On February 13, 2002, the House of
Lords rejected APB's request for leave to appeal the decision of the Appeals
Court. The High Court also ruled that a discontinued product did infringe one
of the APB patents. A hearing on damages has yet to be scheduled with respect
to this matter. However, the parties are currently negotiating an
out-of-court settlement. In any event, the outcome of this suit is not
expected to have a material adverse effect on the Company's financial
position, cash flows and results of operations.
8. Business Segment Information: The Company's chief decision makers evaluate
the performance of the Company and make resource allocation decisions based
on total consolidated company results. As a result of this evaluation, the
Company determined that it has three operating segments: BioPharmaceutical,
Laboratory Water and Life Sciences.
BioPharmaceutical develops, manufactures and sells consumable products and
capital equipment and provides related services used principally in drug
manufacturing. Laboratory Water and Life Sciences manufacture and sell
instrumentation, consumable products and services used in drug discovery and
development and other applications. For all three of these operating
segments, economic characteristics, production processes, products and
services, types and classes of customers, methods of distribution and
regulatory environments are similar. Because of these similarities, the three
segments have been aggregated into one reporting segment for financial
statement purposes. Please refer to the condensed consolidated financial
statements for financial information regarding the one reportable segment of
the Company.
9. Discontinued Operations: On February 27, 2002, the Company distributed its
remaining ownership interest in Mykrolis Corporation common stock as a
dividend to the Company's shareholders. At that date, the net assets of
discontinued operations less minority interest was recorded as a $300.2
reduction to shareholders' equity.
In the first quarter of 2002, the $24.4 (net of tax) estimated loss on
disposal of discontinued operations recorded in 2001 was reduced by $2.9 (net
of tax) to reflect the actual operating losses through the distribution date.
6
MILLIPORE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, shares in thousands)
In the second quarter of 2001, the Company and Mykrolis Corporation entered
into various agreements covering a range of issues relating to the
separation of Mykrolis Corporation from the Company. Among other things,
these agreements provide for facilities, services, contract manufacturing
and research for various periods of time and under various pricing
arrangements. For the period from January 1, 2002 through February 27, 2002,
the distribution date, the Company sold Mykrolis Corporation $0.5 of product
and was reimbursed $1.3 for expenses incurred on its behalf as a result of
these agreements.
As discussed in note 12, the Company adopted Statement of Financial
Accounting Standard ("SFAS") No. 142 effective January 1, 2002. The adoption
of SFAS No. 142 did not have a significant impact on the Company's
discontinued operations included in the consolidated financial statements.
The aggregate amortization expense included in the accrued loss on disposal
of discontinued operations was $0.4 in the second quarter of 2001 which
would not have changed the basic or diluted income (loss) per share.
10. Loss on Investments: In the third quarter of 2002, the Company recorded a
$2.3 loss on investments which consisted primarily of the write-down of the
Company's investment in PurePulse Technologies, Inc. ("PurePulse"). In the
first quarter of this year, Millipore made a $2.2 equity investment in
PurePulse in conjunction with a transaction whereby the Company acquired
rights to sell virus inactivation products utilizing PurePulse's intense,
pulsed light technology. However, PurePulse was unable to secure additional
equity investors and, during the third quarter, announced that it would
suspend operations. The Company and PurePulse have renegotiated their
technology transaction in light of PurePulse's suspension of operations. The
new arrangement replaces the original development and product supply
transaction with a royalty-bearing license under which Millipore has
exclusive rights, within its fields of use, to develop, manufacture and sell
virus inactivation products using the PurePulse technology.
11. Acquisition: During the third quarter of 2002, the Company acquired
substantially all of the net assets of CPG, Inc ("CPG") for $11.6 in cash.
CPG had been a supplier of Millipore for several years, providing the base
material for some of its chromatography media products. The acquisition
included the intellectual property and physical assets. The purchase price
has been preliminarily allocated to the identifiable tangible assets of
approximately $0.8, and intangible assets of $0.9, based on estimated fair
market values of those assets, with the remaining $9.9 allocated to
goodwill. The allocation of the purchase price will be finalized during the
fourth quarter. The acquisition was accounted for under the provisions of
SFAS No. 141.
12. Goodwill and Other Intangibles: Effective January 1, 2002, the Company
adopted SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142
requires that ratable amortization of goodwill be replaced with periodic
tests of the goodwill's impairment and that intangible assets other than
goodwill be amortized over their economic lives. The adoption of SFAS No.
142 did not have an impact on the Company's continuing operations presented
in the consolidated financial statements. SFAS No. 142 did not have a
significant impact on the Company's discontinued operations. See note 9 for
additional information regarding the impact of the adoption on the Company's
discontinued operations. The acquisition described in note 11 included
approximately $9.9 of goodwill.
The following is the summary of amortizable intangible assets:
September 30, 2002 December 31, 2001
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
--------------------------------- ---------------------------------
Patented and unpatented technology $ 22.2 $ 10.2 $ 20.8 $ 9.0
Trade names 19.0 4.8 19.0 3.9
Licenses and other 6.3 3.7 6.1 3.0
---------- ---------- ---------- ---------
Total $ 47.5 $ 18.7 $ 45.9 $ 15.9
========== ========== ========== =========
Aggregate amortization expense for intangible assets for the nine months
ended September 30, 2002 and 2001 was approximately $2.8 and $2.9,
respectively.
7
MILLIPORE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, shares in thousands)
The estimated aggregate amortization expense for amortizable intangible
assets owned as of September 30, 2002 for each of the five succeeding
fiscal years is as follows:
2002 $ 3.3
2003 $ 2.9
2004 $ 2.8
2005 $ 2.6
2006 $ 2.6
13. New Accounting Pronouncements: Effective January 1, 2002, the Company
adopted SFAS No.144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of" and provides a single accounting model for long-lived assets
to be disposed of. In addition, the standard eliminates the requirement to
accrue for losses through the estimated date of disposal of a business. The
adoption of SFAS No. 144 did not have an impact on the Company's
consolidated financial statements.
In July, 2002, the Financial Accounting Standards Board issued SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities",
effective January 1, 2003. SFAS No. 146 addresses significant issues
relating to the recognition, measurement, and reporting of costs associated
with exit and disposal activities, including restructuring activities, and
nullifies the guidance in Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)".
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Basis of Presentation
The following discussion of the Results of Operations includes reference to U.S.
dollars and "local currencies". Local currency results represent the foreign
currency balances translated, in all periods presented, at Millipore's budgeted
exchange rates for 2002, thus excluding the impact of fluctuations in the actual
foreign currency rates. The Company's management uses this presentation for
internal evaluation of the financial performance of the Company because it
believes that the local currency results provide a clearer presentation of
underlying business trends. The U.S. dollar results represent the foreign
currency balances translated at actual exchange rates.
Results of Operations
The following discussion of net sales summarizes sales growth by both the
geographies in which the Company's products were sold and the markets in which
the Company's products were used.
Net Sales by Geography
The following table summarizes sales growth by geography in 2002 as compared to
2001:
For the three months ended September 30:
U.S. dollars in millions Percent Sales Growth (Decline) in
2002 2001 U.S. Dollars Local Currency
- ----------------------------------------------------------------------- -------------------------------------
Americas $ 80 $ 73 10% 10%
Europe 65 52 25% 14%
Asia/Pacific 31 33 (6)% (8)%
------ ------ ----- -----
Total net sales by geography $ 176 $ 158 11% 8%
====== ====== ===== =====
For the nine months ended September 30:
U.S. dollars in millions Percent Sales Growth (Decline) in
2002 2001 U.S. Dollars Local Currency
------------------------------ -------------------------------------
Americas $ 235 $ 228 3% 3%
Europe 188 163 15% 12%
Asia/Pacific 95 97 (2)% -
------ ------ ----- -----
Total net sales by geography $ 518 $ 488 6% 6%
====== ====== ===== =====
Net sales, in U.S. dollars, for the third quarter of 2002 were $175.6 million as
compared to $157.7 million for the same period of the prior year, an increase of
11 percent. Sales growth of 11 percent, in U.S. dollars, was 300 basis points
higher than the 8 percent sales growth in local currency due to the impact of
translating sales denominated in currencies other than the U.S. dollar. In
general, a weaker U.S. dollar will positively impact sales growth. During the
third quarter of 2002 as compared to the third quarter of 2001, the U.S. dollar
weakened on average against the Euro by approximately 10% and against the Yen by
approximately 2%. The geographic sales volume resulted in a more significant
foreign exchange impact to reported results from the Euro as compared to the
Japanese Yen. For the nine months ended September 30, 2002 and 2001, sales
growth of 6% was the same in U.S. dollars and in local currency, although the
geographic dynamics of foreign exchange were different as the U.S. dollar
weakened against the Euro on average by approximately 3% but strengthened
against the Yen by approximately 5%.
By geography, local currency sales in the Americas grew 10% in the third quarter
of 2002 as compared to the same quarter in 2001. This reflected a combination of
13% growth in North America and a 17% decline in sales in Latin America which
represents approximately 7% of the sales of the total Americas. The sales
decline in Latin America was predominantly due to Brazil, where the uncertain
political environment and a weak local economy negatively impacted demand for
products. Sales in North America continue to be strong across all businesses.
For the nine months ended September 30, local currency sales growth in the total
Americas was 3% and consisted
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
of 4% increase in North America offset by a 5% percent decline in Latin America.
Local currency sales in the European region grew 14% for the three months ended
September 30, 2002 compared to the same period of 2001 and 12% for the nine
month period ended September 30, 2002. European sales growth was strongest for
consumable products and capital equipment sold into the biotechnology market as
well as into the other bioscience markets. Local currency sales in the
Asia/Pacific region declined 8% for the three months ended September 30 2002
compared to the same period of 2001 and was unchanged for the nine month period
ended September 30, 2002. The decline in the Asia/Pacific region began in the
second quarter of 2002 and has continued into the third quarter. This decline is
due to the Japanese market which has been hampered by continued deflationary
economic conditions, delayed capital equipment expansions and consolidations
within our customer base.
Net Sales by Market
The Company sells its products into three markets, biotechnology, life science
research and other bioscience. The biotechnology market consist of manufacturers
of biotherapeutics. The life science research market consists of research
activities in genomics, proteomics and drug discovery within private and
publicly funded organizations. The other bioscience markets principally include
classical pharmaceutical, beverage, and clinical and analytical laboratories.
The following table summarizes sales growth in local currency by market in 2002
as compared to 2001:
For the three months ended September 30:
in millions Percent Sales
2002 2001 Growth
------------------------- ---------------
Biotechnology $ 59 $ 51 16%
Life Science Research 25 24 5%
Other Bioscience 94 90 4%
------- ------- ------
Total local currency net sales by market 178 165 8%
Foreign exchange (2) (7) 3%
------- ------- ------
Total U.S. dollar net sales by market $ 176 $ 158 11%
======= ======= ======
For the nine months ended September 30:
in millions Percent Sales
2002 2001 Growth
------------------------- ---------------
Biotechnology $ 182 $ 162 12%
Life Science Research 77 72 7%
Other Bioscience 279 275 2%
------- ------- ------
Total local currency net sales by market 538 509 6%
Foreign exchange (20) (21) -
------- ------- ------
Total U.S. dollar net sales by market $ 518 $ 488 6%
======= ======= ======
By market, local currency revenue growth was strongest for products used in the
biotechnology market with 16% growth for the third quarter of 2002 as compared
to the same period of the prior year and 12% for the nine month period of 2002
as compared to 2001. Sales of products used in the life science research market
grew 5% and 7% for the September three month and nine month periods of 2002,
respectively, as compared to the same periods of 2001. The combination of these
two markets comprises about 48% of sales for 2002, which has steadily increased
from approximately 46% in 2001. Product sales in the other bioscience markets
grew 4% and 2%, in local currency, for the three month and nine month periods of
2002 as compared to the comparable periods of 2001.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The year to date growth of 12% in the biotechnology market reflects the
combination of sales growth in both consumables and capital equipment sales. The
strong growth in the biotechnology market for the third quarter of 2002 as
compared to the third quarter of 2001 is the combination of double digit growth
of consumable product sales into the biotechnology market and continued growth
in capital equipment sales. Additionally, the 2002 third quarter sales growth of
16% was the highest quarterly growth rate in 2002 as compared to the prior year
due to the low third quarter sales in 2001.
The life science research growth rate for the third quarter of 2002 as compared
to the same period of 2001 has declined as compared to the growth rates reported
in the first half of 2002. Sales of products used in genomics applications have
continued to decline in the quarters of 2002 particularly in sales to ultra-high
throughput sequencing laboratories in Japan following the completion of the
human, mouse and rice genomes. Future gene mapping programs planned for the
third quarter and the remainder of the year have been deferred to future
periods. Volume reductions were also noted in some European and domestic
sequencing centers related to the completion of model organisms and delays in
new programs. Financial constraints have resulted in reduced spending at a
number of life science research centers and contract labs. The declines noted in
genomics spending have also affected growth in proteomics as pharmaceutical
companies and research institutions proceed cautiously in this extremely complex
and challenging area. Revenue growth for drug discovery continues to be strong.
In the other bioscience markets, revenue growth of 4% and 2% was reported for
the third quarter and nine month periods of 2002 compared to the comparable
periods of 2001. The European and U.S. markets showed positive growth despite a
significant reduction in the build out of new laboratories which adversely
impacted the sales growth rate of lab water equipment. The growth in the
European and U.S. markets was partially offset by continued deflationary
conditions and government funding delays in Japan.
Within all three markets, approximately 80% of sales were for consumable
products and 20% for equipment, which is consistent with the nine months of the
prior year.
Gross profit margins were 56.3% in the third quarter of 2002 compared to 55.2%
reported in the third quarter of 2001 and 57.4% and 55.6% for the nine months
ended 2002 and 2001, respectively. The improved margins were the result of a
favorable mix of sales in high margin consumables, increased sales in higher
margin geographies and volume efficiencies.
Selling, general and administrative (SG&A) expenses increased 10% in the third
quarter of 2002 as compared to the third quarter of 2001 and 9% in the nine
months of 2002 as compared to the nine months of 2001. The Company has
strategically invested resources focused on customer services, field technical
support, new product launches and future sales initiatives focused on improving
the Company's competitive position. As a percentage of net sales, SG&A expenses
were 31.2% and 31.5%, in the third quarters of 2002 and 2001, respectively and
31.7% and 30.8%, in the nine months of 2002 and 2001, respectively.
Research and development (R&D) expenses increased 13% in the third quarter of
2002, as compared to the third quarter of 2001 and 16% for the nine months of
2002 as compared to the nine months of 2001. This increase is due to planned
investments in R&D programs particularly in biotechnology and life science
research applications. As a percentage of sales, R&D expenses represented 7.4%
in the third quarter of 2002 as compared to 7.3% in the same quarter of 2001 and
7.5% in the nine months of 2002 as compared to 6.8% in the same period of the
prior year.
In the first quarter of 2001, the Company initiated a restructuring program and
recorded a $16.5 million restructuring charge, consisting primarily of employee
termination costs and $1.5 million of fixed asset write-offs for assets which
were no longer in use. Approximately 215 positions were eliminated and, through
September 30, 2002, approximately 175 employees have left the Company. The $2.2
million remaining balance of the restructuring reserve at September 30, 2002
relates primarily to employee severance costs which will be substantially paid
by the end of 2002.
In the third quarter of 2002, the Company recorded a $2.3 million loss on
investments which consisted primarily of the write-down of the Company's
investment in PurePulse Technologies, Inc. ("PurePulse"). In the first quarter
11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
of this year, Millipore made a $2.2 million equity investment in PurePulse in
conjunction with a transaction whereby the Company acquired rights to sell virus
inactivation products utilizing PurePulse's intense, pulsed light technology.
However, PurePulse was unable to secure additional equity investors and, during
the third quarter, announced that it would suspend operations. The Company and
PurePulse have renegotiated their technology transaction in light of
PurePulses's suspension of operations. The new arrangement replaces the original
development and product supply transaction with a royalty-bearing license under
which Millipore has exclusive rights, within its fields of use, to develop,
manufacture and sell virus inactivation products using the PurePulse technology.
Net interest expense decreased in the third quarter and the nine months of 2002
as compared to the same periods of the prior year. This decrease is primarily
attributed to lower average borrowings and decreased average rates which were
partially offset by lower interest income from cash and cash equivalents. The
Company replaced $25.0 million of debt at an interest rate of 7.20% in the
fourth quarter of 2001 and $100.0 million of debt at an interest rate of 7.23%
in the second quarter of 2002 with available borrowing capacity under its
revolving credit facility which had an average rate of approximately 3.0%
throughout 2002.
The effective income tax rate for the third quarter of 2002 was 22%, consistent
with the same quarter of the prior year. The effective income tax rate for the
nine months of 2002 and 2001 was 22% and 17.6%, respectively. Excluding the
effect of the restructuring items in 2001, the Company's effective income tax
rate on income from operations in 2001 was 22%.
Discontinued Operations
On February 27, 2002, the Company distributed its remaining ownership interest
in Mykrolis Corporation common stock as a dividend to Millipore shareholders. At
that date, the net assets of discontinued operations less minority interest was
recorded as a $300.2 million reduction to shareholders' equity.
In the first quarter of 2002, the $24.4 million estimated loss on disposal of
discontinued operations (net of tax) recorded in 2001 was reduced by $2.9
million (net of tax) to reflect the actual operating losses through the
distribution date.
In the second quarter of 2001, the Company and Mykrolis Corporation entered into
various agreements covering a range of issues relating to the separation of
Mykrolis Corporation from the Company. Among other things, these agreements
provide for facilities, services, contract manufacturing and research for
various periods of time and under various pricing arrangements. For the period
from January 1, 2002 through February 27, 2002, the distribution date, the
Company sold Mykrolis Corporation $0.5 of product and was reimbursed $1.3 for
expenses incurred on its behalf as a result of these agreements.
Acquisition
During the third quarter of 2002, the Company acquired substantially all of the
net assets of CPG, Inc ("CPG") for $11.6 million in cash. CPG had been a
supplier of Millipore for several years, providing the base material for some of
its chromatography media products. The acquisition included the intellectual
property and physical assets. The purchase price has been preliminarily
allocated to the identifiable tangible assets of approximately $0.8 million, and
intangible assets of $0.9 million, based on estimated fair market values of
those assets, with the remainder allocated to goodwill. The acquisition was
accounted for under the provisions of SFAS No. 141. The allocation of the
purchase price will be finalized during the fourth quarter.
Foreign Currency Exchange Rate Risks
A substantial portion of the Company's business, approximately 60%, is conducted
outside of the United States, generally in the local currency. The Company is
able to partially mitigate the impact of currency fluctuations by active
management of cross border currency flows, varied geographic material sourcing
and the use of forward contracts to hedge various foreign currency exposures.
Generally, when the U.S. dollar strengthens against currencies in which the
Company transacts its business, sales and net income will be adversely impacted.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company enters into forward foreign exchange contracts principally to hedge
the impact of currency fluctuations on various intercompany balances. Principal
hedged currencies include the Euro, Japanese Yen and British Pound. The periods
of these forward contracts typically span less than three months. At September
30, 2002, the Company held forward foreign exchange contracts with notional
amounts totaling approximately $35 million. The fair value of these contracts
was not material at September 30, 2002.
Capital Resources and Liquidity
Cash generated by operations in the first nine months of 2002 was $69.1 million,
compared to $25.1 million in the first nine months of 2001. The increase in cash
flow from operations was primarily the result of improvements in the collections
of accounts receivable and payments related to accrued expenses, the payment of
income taxes in first quarter of 2001, offset by increased inventory in 2002.
For the nine months of 2002, accounts receivable declined $9.5 million resulting
in improved days sales outstanding, in local currencies, from 85 days at
December 31, 2001 to 81 days at the end of the third quarter of 2002. The
improved collection activity primarily related to the United States which offset
slower paying European customers. Inventory levels increased $17.6 million due
to anticipated sales in 2003 for long lead time production items and planned raw
material advance purchases. Accrued expenses decreased $8.4 million in 2002 as
compared to a decrease of $19.3 million in 2001 principally due to reduced
incentive compensation. Cash generated by operations in 2001 was negatively
impacted by approximately $24.3 million for non-recurring payments made in
foreign tax jurisdictions.
Operating cash flow generated in 2002 was used to invest in $50.7 million of
property, plant and equipment, and intangible and other assets, and $11.6
million for the acquisition of CPG. The Company also paid $5.3 million of
dividends in the first quarter of 2002. Beginning in the second quarter of 2002,
the Company discontinued dividend payments and instead will focus on investing
in R&D and building productive capacity. The Company received $13.7 million from
the exercise of employee stock options and increased borrowings under its
revolving credit facility by $16.1 million.
On April 1, 2002, the Company used available borrowing capacity under its
revolving credit facility to satisfy the $100.0 million 7.23% unsecured note due
at that time. Because of the Company's ability and intent to continuously
refinance such borrowings under its revolving credit facility, short-term
borrowings with maturities within the next 12 months have been classified as
long-term.
Legal Proceedings
On July 21, 1999 Amersham Pharmacia Biotech AB ("APB") (now known as Amersham
Biosciences AB) of Sweden filed a complaint in the High Court of Justice in the
United Kingdom against the Company and two of its subsidiaries alleging that the
sale of the Company's ISOPAK chromatography valve infringed one or more of the
claims contained in APB patents. APB sought an injunction against the alleged
infringement as well as damages. On October 26, 2000, the High Court ruled that
the chromatography valve currently sold by the Company did not infringe the APB
patents. APB appealed this decision and, on July 5, 2001, the British Appeals
Court affirmed the decision of the High Court. On February 13, 2002, the House
of Lords rejected APB's request for leave to appeal the decision of the Appeals
Court. The High Court also ruled that a discontinued product did infringe one of
the APB patents. A hearing on damages has yet to be scheduled with respect to
this matter. However, the parties are currently negotiating an out-of-court
settlement. In any event, the outcome of this suit is not expected to have a
material adverse effect on the Company's financial position, cash flows and
results of operations.
Adoption of New Accounting Pronouncements
Effective January 1, 2002, the Company adopted SFAS No.142, "Goodwill and Other
Intangible Assets" and SFAS No.144, "Accounting for the Impairment or Disposal
of Long-Lived Assets". SFAS No. 142 requires that ratable amortization of
goodwill is replaced with periodic tests of the goodwill's impairment and that
intangible assets other than goodwill be amortized over their economic lives.
The adoption of SFAS No. 142 did not have an impact on the Company's
consolidated financial statements.
SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and provides a
single accounting model for long-lived assets to be disposed of. In addition,
the standard eliminates the requirement to accrue for losses through the
estimated date of disposal of a
13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
business. The adoption of SFAS No. 144 did not have an impact on the Company's
consolidated financial statements.
In July, 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" effective
January 1, 2003. SFAS No. 146 addresses significant issues relating to the
recognition, measurement, and reporting of costs associated with exit and
disposal activities, including restructuring activities, and nullifies the
guidance in Emerging Issues Task Force Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". The Company will adopt
SFAS No. 146 beginning in 2003.
Forward Looking Statements
The foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations contain forward-looking statements based on current
management expectations involving substantial risks and uncertainties that could
cause actual results to differ materially from the results expressed in, or
implied by, these forward-looking statements. These risks and uncertainties
include, without limitation, regulatory delay in the approval of new
therapeutics as well as those risks and uncertainties described in our Form 10-K
for the year ended December 31, 2001.
14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The mitigating actions enumerated above under "Foreign Currency Exchange Rate
Risks" in Management's Discussion and Analysis of Financial Condition and
Results of Operations and in Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001 have effectively mitigated the
impact of exchange rate fluctuations and credit risk on the Company's results of
operations and financial position to a level which is not material.
Item 4. Controls and Procedures
Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Rule 13a-14 and -15
under the Securities Exchange Act of 1934, as amended. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective.
There have been no significant changes in the Company's internal controls or in
other factors which could significantly affect the Company's internal controls
subsequent to the date the Company carried out its evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On July 21, 1999 Amersham Pharmacia Biotech AB ("APB") (now known as Amersham
Biosciences AB) of Sweden filed a complaint in the High Court of Justice in the
United Kingdom against the Company and two of its subsidiaries alleging that the
sale of the Company's ISOPAK chromatography valve infringed one or more of the
claims contained in APB patents. APB sought an injunction against the alleged
infringement as well as damages. On October 26, 2000, the High Court ruled that
the chromatography valve currently sold by the Company did not infringe the APB
patents. APB appealed this decision and, on July 5, 2001, the British Appeals
Court affirmed the decision of the High Court. On February 13, 2002, the House
of Lords rejected APB's request for leave to appeal the decision of the Appeals
Court. The High Court also ruled that a discontinued product did infringe one of
the APB patents. A hearing on damages has yet to be scheduled with respect to
this matter. However, the parties are currently negotiating an out-of-court
settlement. In any event, the outcome of this suit is not expected to have a
material adverse effect on the Company's financial position, cash flows and
results of operations.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits.
99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
b. Report on Form 8-K
No reports on Form 8-K were filed by the Company during the fiscal
quarter ended September 30, 2002.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Millipore Corporation
November 12, 2002 /s/ Kathleen B. Allen
- ----------------- -------------------------------------------------
Date Kathleen B. Allen
Vice President and Chief Financial Officer
November 12, 2002 /s/ Donald B. Melson
- ----------------- -------------------------------------------------
Date Donald B. Melson
Corporate Controller and Chief Accounting Officer
16
Certificate of Chief Executive Officer
I, Francis J. Lunger, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Millipore Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
November 12, 2002 /s/ Francis J. Lunger
- ----------------- -------------------------------------
Date Francis J. Lunger
President and Chief Executive Officer
17
Certificate of Chief Financial Officer
I, Kathleen B. Allen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Millipore Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
November 12, 2002 /s/ Kathleen B. Allen
- ----------------- -------------------------------------------
Date Kathleen B. Allen
Vice President and Chief Financial Officer
18
Exhibit Index
Exhibit
Number Exhibit Title
- ----------------------------
99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
19