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EX-99.2 - CONFERENCE CALL SLIDES DATED NOVEMBER 26, 2013 (FURNISHED PURSUANT TO ITEM 2.02) - PALL CORPexhibit992q1fy14.htm
8-K - CURRENT REPORT - PALL CORPpallcorp_8kxq1fy2014.htm
Exhibit 99.1



Pall Corporation Reports First Quarter Results
PORT WASHINGTON, N.Y., November 26, 2013 -- Pall Corporation (NYSE:PLL) today reported financial results for the first quarter ended October 31, 2013.

First Quarter Continuing Operations Sales and Earnings Overview (1) 
First quarter sales were $629.8 million compared to $627.6 million last year. Sales in local currency (“LC”) were up 2%. Diluted EPS were $0.63 in the quarter, compared to $0.77 last year. Pro forma diluted EPS(1) were $0.70, a 3% increase compared to $0.68 a year earlier, including a negative impact of approximately $0.02 from foreign currency translation.
Larry Kingsley, Pall Chairman and CEO, said, “We executed a good quarter in the face of global end market weakness. We are performing well and building sustaining value.”
Life Sciences – First Quarter Highlights
(Dollar Amounts in Millions and Discussion of Sales Changes are in Local Currency)
 
 
 
 
 
 
 
 
 
 
 
Sales:
 
OCT. 31, 2013
 
OCT. 31, 2012
 
% CHANGE
 
% CHANGE IN LC
BioPharmaceuticals
 
$
196

 
$
187

 
5

 
5

Food & Beverage
 
43

 
41

 
5

 
6

Medical
 
56

 
48

 
17

 
17

Total Consumables
 
295

 
276

 
7

 
7

Systems
 
24

 
24

 

 
(1
)
Total Life Sciences segment
 
$
319

 
$
300

 
6

 
7

 
 
 
 
 
 
 
 
 
Gross profit
 
$
182

 
$
176

 
 
 
 
  % of sales
 
57.1

 
58.7

 
 
 
 
Segment profit
 
$
73

 
$
70

 
 
 
 
  % of sales
 
22.9

 
23.3

 
 
 
 

BioPharmaceuticals: Consumables sales grew 5% compared to last year, on strength in single use systems and new products.
Food and Beverage: Consumables sales increased 6% compared to last year, on strength in all regions.
Medical: Consumables sales grew 17% compared to last year, on strong sales to OEMs.
Systems: Sales declined 1% compared to last year, on reduced Food & Beverage capital spend.









Industrial – First Quarter Highlights
(Dollar Amounts in Millions and Discussion of Sales Changes are in Local Currency)
 
 
 
 
 
 
 
 
 
 
 
Sales:
 
OCT. 31, 2013
 
OCT. 31, 2012
 
% CHANGE
 
% CHANGE IN LC
Process Technologies
 
$
125

 
$
150

 
(17
)
 
(15
)
Aerospace
 
59

 
56

 
5

 
5

Microelectronics
 
71

 
70

 
2

 
9

Total Consumables
 
255

 
276

 
(8
)
 
(5
)
Systems
 
56

 
52

 
8

 
8

Total Industrial segment
 
$
311

 
$
328

 
(5
)
 
(3
)
 
 
 
 
 
 
 
 
 
Gross profit
 
$
144

 
$
151

 
 
 
 
  % of sales
 
46.2

 
46.1

 
 
 
 
Segment profit
 
$
50

 
$
53

 
 
 
 
  % of sales
 
16.2

 
16.1

 
 
 
 
Process Technologies: Consumables sales were down 15% compared to last year, on weakness in all submarkets, particularly Fuels & Chemicals.
Aerospace: Consumables sales increased 5% compared to last year, on strength in Commercial Aerospace, where sales were up 9%.
Microelectronics: Consumables sales grew 9% compared to last year, on strength in all regions.
Systems: Sales increased 8% compared to last year, primarily from timing of capital projects in Fuels & Chemicals.
Conclusion/Outlook
Kingsley concluded, “Our Life Sciences segment again performed well, and our Industrial business is beginning to show momentum in orders. Given these trends, I remain confident in our outlook of low-to-mid single digit revenue growth and 9-15% growth in pro forma EPS for the year.” (1) 
Conference Call
On Tuesday, November 26, 2013, at 8:30 am ET, Pall Corporation will host a conference call to review these results. The call can be accessed at www.pall.com/investor. The webcast will be archived for 30 days.
About Pall Corporation
Pall Corporation (NYSE:PLL) is a filtration, separation and purification leader providing solutions to meet the critical fluid management needs of customers across the broad spectrum of life sciences and industry. Pall works with customers to advance health, safety and environmentally responsible technologies. The Company’s engineered products enable process and product innovation and minimize emissions and waste. Pall Corporation is an S&P 500 company serving customers worldwide. Follow us on Twitter @PallCorporation or visit www.pall.com.
Forward-Looking Statements
The matters discussed in this press release contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Results for the first quarter of fiscal year 2014 are preliminary






until our Form 10-Q is filed with the Securities and Exchange Commission on or before December 10, 2013. Forward-looking statements are those that address activities, events or developments that the Company or management intends, expects, projects, believes or anticipates will or may occur in the future. All statements regarding future performance, earnings projections, earnings guidance, management’s expectations about its future cash needs, dilution from the disposition or future allocation of capital and effective tax rate, and other future events or developments are forward-looking statements.
Forward-looking statements are those that use terms such as “may,” “will,” “expect,” “believe,” “intend,” “should,” “could,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” “predict,” “potential,” and similar expressions. Forward-looking statements contained in this and other written and oral reports are based on management’s assumptions and assessments in light of past experience and trends, current conditions, expected future developments and other relevant factors.

The Company’s forward-looking statements are subject to risks and uncertainties and are not guarantees of future performance, and actual results, developments and business decisions may differ materially from those envisaged by the Company’s forward-looking statements. Such risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A,-“Risk Factors” in the 2013 Form 10-K, and other reports the Company files with the Securities and Exchange Commission, including: the impact of disruptions in the supply of raw materials and key components from suppliers, including limited or single source suppliers; the impact of terrorist acts, conflicts and wars or natural disasters; the extent to which special U.S. and foreign government laws and regulations may expose the Company to liability or impair its ability to compete in international markets; the impact of economic, political, social and regulatory instability in emerging markets, and other risks characteristic of doing business in emerging markets; fluctuations in foreign currency exchange rates and interest rates; the impact of a significant disruption in, or breach in security of, the Company’s information technology systems, or the failure to implement, manage or integrate new systems, software or technologies successfully; the Company’s ability to successfully complete or integrate acquisitions; the Company’s ability to develop innovative and competitive new products; the impact of global and regional economic conditions and legislative, regulatory and political developments; the Company’s ability to comply with a broad array of regulatory requirements; the loss of one or more members of the Company’s senior management team and its ability to recruit and retain qualified management personnel; changes in the demand for the Company’s products and the maintenance of business relationships with key customers; changes in product mix and product pricing, particularly with respect to systems products and associated hardware and devices for the Company’s consumable filtration products; product defects and unanticipated use or inadequate disclosure with respect to the Company’s products; the Company’s ability to deliver its backlog on time; increases in manufacturing and operating costs and/or the Company’s ability to achieve the savings anticipated from its structural cost improvement initiatives; the impact of environmental, health and safety laws and regulations and violations; the Company’s ability to enforce patents or protect proprietary products and manufacturing techniques; costs and outcomes of pending or future litigation and the availability of insurance or indemnification rights; changes in the Company’s effective tax rate; the Company’s ability to compete effectively in domestic and global markets; and the effect of the restrictive covenants in the Company’s debt facilities. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company makes these statements as of the date of this disclosure and undertakes no obligation to update them, whether as a result of new information, future developments or otherwise.

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.
Notes to Release:







(1)
Pro forma diluted EPS are defined as Reported diluted EPS on a continuing operations basis adjusted for “Discrete Items.” Discrete items are defined as Restructuring & Other Charges (ROTC) and other items that are deemed to be non-recurring in nature and/or not considered by management to be indicative of underlying operating performance. A reconciliation of Reported to Pro forma amounts can be found in the Reconciliation of Pro forma Earnings table accompanying this release.

(2)
Cash flows in the three months ended October 31, 2012 are inclusive of discontinued operations.

# # #
Contact:
Pall Corporation
R. Brent Jones
Vice President Finance & Treasurer
Telephone: 516-801-9848
Email: investor_relations@pall.com











PALL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands)
 
 
 
 
 
 
 
 
OCT. 31, 2013
 
JUL. 31, 2013
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
967,976

 
$
936,886

 
Accounts receivable
 
532,804

 
566,335

 
Inventories
 
408,161

 
381,047

 
Other current assets
 
144,814

 
165,761

 
  Total current assets
 
2,053,755

 
2,050,029

 
 
 
 
 
 
 
Property, plant and equipment
 
796,946

 
774,948

 
Other assets
 
653,565

 
647,862

 
  Total assets
 
$
3,504,266

 
$
3,472,839

 
 
 
 
 
 
 
Liabilities and Stockholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
Short-term debt
 
$
260,395

 
$
170,387

 
Accounts payable, income taxes and other current liabilities
507,103

 
558,684

 
  Total current liabilities
 
767,498

 
729,071

 
 
 
 
 
 
 
Long-term debt, net of current portion
 
467,562

 
467,319

 
Deferred taxes and other non-current liabilities
 
475,007

 
461,493

 
  Total liabilities
 
1,710,067

 
1,657,883

 
 
 
 
 
 
 
Stockholders' equity
 
1,794,199

 
1,814,956

 
  Total liabilities and stockholders' equity
 
$
3,504,266

 
$
3,472,839

 
 
 
 
 
 
 






















PALL CORPORATION
 
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
 
(Unaudited)
 
(Amounts in Thousands, Except Per Share Data)
 
 
 
 
 
 
 
 
 
FIRST QUARTER ENDED
 
 
 
OCT. 31, 2013
 
OCT. 31, 2012
 
 
 
 
 
 
 
Net sales
 
$
629,779

 
$
627,600

 
Cost of sales
 
304,065

 
300,517

 
Gross profit
 
325,714

 
327,083

 
  % of sales
 
51.7
%
 
52.1
%
 
Selling, general and administrative expenses
 
194,884

 
195,965

 
  % of sales
 
30.9
%
 
31.2
%
 
Research and development
 
23,267

 
22,575

 
Operating profit
 
107,563

 
108,543

 
  % of sales
 
17.1
%
 
17.3
%
 
Restructuring and other charges ("ROTC") (a)
 
9,198

 
4,274

 
Interest expense/(income), net (c)
 
5,977

 
(568
)
 
Earnings from continuing operations before income taxes
 
92,388

 
104,837

 
Provision for income taxes (b)
 
20,875

 
15,672

 
Net earnings from continuing operations
 
$
71,513

 
$
89,165

 
Earnings/(loss) from discontinued operations, net of income taxes
 

 
250,307

 
Net Earnings
 
$
71,513

 
$
339,472

 
 
 
 
 
 
 
Average shares outstanding:
 
 
 
 
 
  Basic
 
111,870

 
114,589

 
  Diluted
 
113,135

 
116,097

 
 
 
 
 
 
 
Earnings/(loss) per share:
 
 
 
 
 
From continuing operations:
 
 
 
 
 
  Basic
 
$
0.64

 
$
0.78

 
  Diluted
 
$
0.63

 
$
0.77

 
 
 
 
 
 
 
From discontinued operations:
 
 
 
 
 
  Basic
 

 
$
2.18

 
  Diluted
 

 
$
2.15

 
 
 
 
 
 
 
Total
 
 
 
 
 
  Basic
 
$
0.64

 
$
2.96

 
  Diluted
 
$
0.63

 
$
2.92

 
 
 
 
 
 
 
Pro forma diluted earnings per share:
 
 
 
 
 
From continuing operations
 
$
0.70

 
$
0.68

 

Pro forma earnings measures exclude the items described below as they are deemed to be non-recurring in nature and/or not considered by management to be indicative of underlying operating performance. The pro forma tax effects disclosed were calculated using applicable entity-specific tax rates.







(a) ROTC in the quarter ended October 31, 2013 of $9,198 ($7,518 after pro forma tax effect of $1,680) primarily includes severance costs related to the Company's structural cost improvement initiatives as well as increase to environmental reserves.

ROTC in the quarter ended October 31, 2012 of $4,274 ($3,840 after pro forma tax effect of $434) primarily includes severance costs related to the Company's structural cost improvement initiatives.

(b) Provision for income taxes in the quarter ended October 31, 2012 includes a net benefit of $10,193 related to the resolution of a U.S. tax audit partially offset by the tax cost of repatriation of foreign earnings.

(c) Interest expense, net, in the quarter ended October 31, 2012 includes the reversal of accrued interest of $6,704 ($4,268 after pro forma tax effect of $2,436) related to the resolution of a U.S. tax audit as described in (b) above.








PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in Thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
QUARTER ENDED
 
 
 
 
OCT. 31, 2013
 
OCT. 31, 2012
(2) 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
85,897

 
$
38,958

 
 
 
 
 
 
 
 
 
Investing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions of businesses
 
(1,460
)
 

 
 
Capital expenditures
 
(18,915
)
 
(23,477
)
 
 
Proceeds from sale of assets
 
471

 
535,680

 
 
Other
 
2,649

 
(1,144
)
 
 
Net cash provided/(used) by investing activities
 
(17,255
)
 
511,059

 
 
 
 
 
 
 
 
 
Financing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends paid
 
(27,947
)
 
(23,979
)
 
 
Notes payable and long-term borrowings/(repayments)
85,885

 
(75,034
)
 
 
Purchase of treasury stock
 
(125,000
)
 
(75,000
)
 
 
Other
 
18,373

 
18,307

 
 
Net cash used by financing activities
 
(48,689
)
 
(155,706
)
 
 
 
 
 
 
 
 
 
Cash flow for period
 
19,953

 
394,311

 
 
Cash and cash equivalents at beginning of year
 
936,886

 
500,274

 
 
Effect of exchange rate changes on cash
 
11,137

 
15,095

 
 
Cash and cash equivalents at end of period
 
$
967,976

 
$
909,680

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Free cash flow:
 
 
 
 
 
 
Net cash provided by operating activities
 
$
85,897

 
$
38,958

 
 
Less capital expenditures
 
18,915

 
23,477

 
 
Free cash flow
 
$
66,982

 
$
15,481

 
 
 
 
 
 
 
 
 









PALL CORPORATION
SUMMARY SEGMENT PROFIT BY SEGMENT FROM CONTINUING OPERATIONS
(Unaudited)
(Dollar Amounts in Thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FIRST QUARTER ENDED
 
 
 
 
OCT. 31, 2013
 
OCT. 31, 2012
 
 
 
 
 
 
 
 
Life Sciences
 
 
 
 
 
 
Sales
 
 
$
318,946

 
$
299,951

 
Cost of sales
 
 
136,867

 
123,997

 
Gross profit
 
 
182,079

 
175,954

 
  % of sales
 
 
57.1
%
 
58.7
%
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
 
94,091

 
90,905

 
  % of sales
 
 
29.5
%
 
30.3
%
 
Research and development
 
 
14,943

 
15,207

 
Segment profit
 
 
$
73,045

 
$
69,842

 
  % of sales
 
 
22.9
%
 
23.3
%
 
 
 
 
 
 
 
 
Industrial
 
 
 
 
 
 
Sales
 
 
$
310,833

 
$
327,649

 
Cost of sales
 
 
167,198

 
176,520

 
Gross profit
 
 
143,635

 
151,129

 
  % of sales
 
 
46.2
%
 
46.1
%
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
 
84,829

 
90,995

 
  % of sales
 
 
27.3
%
 
27.8
%
 
Research and development
 
 
8,324

 
7,368

 
Segment profit
 
 
$
50,482

 
$
52,766

 
  % of sales
 
 
16.2
%
 
16.1
%
 
 
 
 
 
 
 
 
Consolidated:
 
 
 
 
 
 
Segment profit
 
 
$
123,527

 
$
122,608

 
Corporate services group
 
 
15,964

 
14,065

 
Operating profit
 
 
107,563

 
108,543

 
  % of sales
 
 
17.1
%
 
17.3
%
 
ROTC
 
 
9,198

 
4,274

 
Interest expense/(income), net
 
 
5,977

 
(568
)
 
Earnings from continuing operations before income taxes
 
 
$
92,388

 
$
104,837

 
 
 
 
 
 
 
 







PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY PRODUCT/MARKET AND REGION
FROM CONTINUING OPERATIONS
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXCHANGE
 
% CHANGE
FIRST QUARTER ENDED
 
OCT. 31, 2013
 
OCT. 31, 2012
 
% CHANGE
 
RATE IMPACT
 
IN LOCAL CURRENCY
 
 
 
 
 
 
 
 
 
 
 
Life Sciences
 
 
 
 
 
     |-------------- Increase/(Decrease)-------------|
By Product/Market:
 
 
 
 
 
 
 
 
 
 
BioPharmaceuticals
 
$
196,118

 
$
187,241

 
4.7

 
$
(989
)
 
5.3

Food & Beverage
 
43,569

 
41,546

 
4.9

 
(539
)
 
6.2

Medical
 
55,717

 
47,582

 
17.1

 
299

 
16.5

Total Consumables
 
295,404

 
276,369

 
6.9

 
(1,229
)
 
7.3

Systems
 
23,542

 
23,582

 
(0.2
)
 
244

 
(1.2
)
Total Life Sciences
 
$
318,946

 
$
299,951

 
6.3

 
$
(985
)
 
6.7

 
 
 
 
 
 
 
 
 
 
 
By Region:
 
 
 
 
 
 
 
 
 
 
Americas
 
$
97,776

 
$
97,798

 

 
$
(1,207
)
 
1.2

Europe
 
161,930

 
143,665

 
12.7

 
6,346

 
8.3

Asia
 
59,240

 
58,488

 
1.3

 
(6,124
)
 
11.8

Total Life Sciences
 
$
318,946

 
$
299,951

 
6.3

 
$
(985
)
 
6.7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Industrial
 
 
 
 
 
 
By Product/Market:
 
 
 
 
 
 
 
 
 
 
Process Technologies
 
$
125,078

 
$
149,969

 
(16.6
)
 
$
(1,829
)
 
(15.4
)
Aerospace
 
58,771

 
55,910

 
5.1

 
175

 
4.8

Microelectronics
 
71,416

 
70,182

 
1.8

 
(4,874
)
 
8.7

Total Consumables
 
255,265

 
276,061

 
(7.5
)
 
(6,528
)
 
(5.2
)
Systems
 
55,568

 
51,588

 
7.7

 
(152
)
 
8.0

Total Industrial
 
$
310,833

 
$
327,649

 
(5.1
)
 
$
(6,680
)
 
(3.1
)
 
 
 
 
 
 
 
 
 
 
 
By Region:
 
 
 
 
 
 
 
 
 
 
Americas
 
$
100,575

 
$
104,673

 
(3.9
)
 
$
(882
)
 
(3.1
)
Europe
 
98,696

 
98,677

 

 
3,111

 
(3.1
)
Asia
 
111,562

 
124,299

 
(10.2
)
 
(8,909
)
 
(3.1
)
Total Industrial
 
$
310,833

 
$
327,649

 
(5.1
)
 
$
(6,680
)
 
(3.1
)