e10vq
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 3, 2009
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 01-14010
Waters Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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13-3668640 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
34 Maple Street
Milford, Massachusetts 01757
(Address, including zip code, of principal executive offices)
(508) 478-2000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).
þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
Indicate the number of shares outstanding of the registrants common stock as of October
30, 2009: 94,693,740
WATERS CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
INDEX
2
Part I: Financial Information
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Item 1: |
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Financial Statements |
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(unaudited)
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October 3, 2009 |
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December 31, 2008 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
390,417 |
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$ |
428,522 |
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Short-term investments |
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187,731 |
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Accounts receivable, less allowances for doubtful accounts and sales returns
of $8,546 and $7,608 at October 3, 2009 and December 31, 2008, respectively |
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289,650 |
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291,763 |
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Inventories |
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197,088 |
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173,051 |
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Other current assets |
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56,961 |
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62,966 |
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Total current assets |
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1,121,847 |
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956,302 |
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Property, plant and equipment, net |
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209,172 |
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171,588 |
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Intangible assets, net |
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181,926 |
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149,652 |
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Goodwill |
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292,960 |
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268,364 |
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Other assets |
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79,656 |
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76,992 |
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Total assets |
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$ |
1,885,561 |
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$ |
1,622,898 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Notes payable and debt |
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$ |
144,650 |
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$ |
36,120 |
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Accounts payable |
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50,355 |
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47,240 |
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Accrued employee compensation |
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34,794 |
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43,535 |
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Deferred revenue and customer advances |
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107,494 |
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87,492 |
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Accrued income taxes |
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28,537 |
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Accrued warranty |
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10,347 |
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10,276 |
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Other current liabilities |
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56,037 |
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64,843 |
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Total current liabilities |
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432,214 |
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289,506 |
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Long-term liabilities: |
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Long-term debt |
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500,000 |
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500,000 |
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Long-term portion of retirement benefits |
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74,998 |
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77,017 |
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Long-term income tax liability |
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80,216 |
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80,310 |
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Other long-term liabilities |
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17,475 |
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15,060 |
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Total long-term liabilities |
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672,689 |
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672,387 |
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Total liabilities |
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1,104,903 |
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961,893 |
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Commitments and contingencies (Notes 6, 7, 8 and 12) |
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Stockholders equity: |
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Preferred stock, par value $0.01 per share, 5,000 shares authorized, none
issued at October 3, 2009 and December 31, 2008 |
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Common stock, par value $0.01 per share, 400,000 shares authorized,
148,472 and 148,069 shares issued, 94,666 and 97,891 shares
outstanding at October 3, 2009 and December 31, 2008, respectively |
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1,485 |
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1,481 |
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Additional paid-in capital |
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786,266 |
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756,499 |
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Retained earnings |
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2,132,593 |
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1,913,403 |
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Treasury stock, at cost, 53,806 and 50,178 shares at October 3, 2009
and December 31, 2008, respectively |
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(2,159,009 |
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(2,001,797 |
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Accumulated other comprehensive income (loss) |
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19,323 |
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(8,581 |
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Total stockholders equity |
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780,658 |
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661,005 |
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Total liabilities and stockholders equity |
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$ |
1,885,561 |
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$ |
1,622,898 |
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The accompanying notes are an integral part of the interim consolidated financial statements.
3
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(unaudited)
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Three Months Ended |
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October 3, 2009 |
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September 27, 2008 |
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Product sales |
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$ |
259,532 |
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$ |
277,717 |
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Service sales |
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114,431 |
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108,593 |
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Total net sales |
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373,963 |
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386,310 |
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Cost of product sales |
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104,038 |
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109,278 |
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Cost of service sales |
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49,105 |
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49,242 |
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Total cost of sales |
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153,143 |
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158,520 |
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Gross profit |
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220,820 |
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227,790 |
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Selling and administrative expenses |
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102,675 |
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107,463 |
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Research and development expenses |
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19,310 |
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19,946 |
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Purchased intangibles amortization |
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2,723 |
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2,349 |
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Operating income |
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96,112 |
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98,032 |
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Interest expense |
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(2,864 |
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(10,570 |
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Interest income |
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785 |
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6,028 |
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Income from operations before income taxes |
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94,033 |
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93,490 |
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Provision for income taxes |
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18,097 |
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21,987 |
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Net income |
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$ |
75,936 |
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$ |
71,503 |
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Net income per basic common share |
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$ |
0.80 |
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$ |
0.72 |
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Weighted-average number of basic common shares |
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95,235 |
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98,891 |
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Net income per diluted common share |
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$ |
0.79 |
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$ |
0.71 |
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Weighted-average number of diluted common shares and equivalents |
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96,513 |
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100,566 |
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The accompanying notes are an integral part of the interim consolidated financial statements.
4
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(unaudited)
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Nine Months Ended |
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October 3, 2009 |
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September 27, 2008 |
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Product sales |
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$ |
740,501 |
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$ |
835,303 |
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Service sales |
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329,351 |
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321,490 |
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Total net sales |
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1,069,852 |
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1,156,793 |
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Cost of product sales |
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285,946 |
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336,874 |
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Cost of service sales |
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138,805 |
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152,329 |
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Total cost of sales |
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424,751 |
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489,203 |
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Gross profit |
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645,101 |
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667,590 |
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Selling and administrative expenses |
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311,417 |
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325,235 |
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Research and development expenses |
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57,364 |
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61,960 |
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Purchased intangibles amortization |
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8,022 |
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6,973 |
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Operating income |
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268,298 |
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273,422 |
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Interest expense |
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(8,643 |
) |
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(31,534 |
) |
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Interest income |
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2,288 |
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17,893 |
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Income from operations before income taxes |
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261,943 |
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259,781 |
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Provision for income taxes |
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42,753 |
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36,655 |
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Net income |
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$ |
219,190 |
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$ |
223,126 |
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Net income per basic common share |
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$ |
2.28 |
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$ |
2.24 |
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Weighted-average number of basic common shares |
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96,215 |
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99,611 |
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Net income per diluted common share |
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$ |
2.26 |
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$ |
2.21 |
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Weighted-average number of diluted common shares and equivalents |
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97,027 |
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101,150 |
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The accompanying notes are an integral part of the interim consolidated financial statements.
5
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(unaudited)
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Nine Months Ended |
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October 3, 2009 |
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September 27, 2008 |
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Cash flows from operating activities: |
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Net income |
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$ |
219,190 |
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$ |
223,126 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Provisions for doubtful accounts on accounts receivable |
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844 |
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2,671 |
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Provisions on inventory |
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5,577 |
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7,757 |
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Stock-based compensation |
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21,757 |
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23,181 |
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Deferred income taxes |
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1,696 |
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(14,313 |
) |
Depreciation |
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23,782 |
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22,052 |
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Amortization of intangibles |
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18,790 |
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30,413 |
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Change in operating assets and liabilities, net of acquisitions: |
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Decrease in accounts receivable |
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12,070 |
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28,255 |
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Increase in inventories |
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(18,619 |
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(42,506 |
) |
Decrease in other current assets |
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3,652 |
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3,973 |
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Increase in other assets |
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(1,584 |
) |
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(2,275 |
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Increase in accounts payable and other current liabilities |
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906 |
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459 |
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Increase in deferred revenue and customer advances |
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14,245 |
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14,135 |
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(Decrease) increase in other liabilities |
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(3,902 |
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9,102 |
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Net cash provided by operating activities |
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298,404 |
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306,030 |
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Cash flows from investing activities: |
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Additions to property, plant, equipment and software capitalization |
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(80,399 |
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(49,078 |
) |
Business acquisitions, net of cash acquired |
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(36,086 |
) |
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(2,982 |
) |
Purchase of short-term investments |
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(317,342 |
) |
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(19,738 |
) |
Maturity of short-term investments |
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129,611 |
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115,419 |
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Net cash (used in) provided by investing activities |
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(304,216 |
) |
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43,621 |
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Cash flows from financing activities: |
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Proceeds from debt issuances |
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169,024 |
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468,429 |
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Payments on debt |
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(64,393 |
) |
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(325,117 |
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Payments of debt issuance costs |
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(501 |
) |
Proceeds from stock plans |
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8,159 |
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23,122 |
|
Purchase of treasury shares |
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(157,212 |
) |
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(211,054 |
) |
Excess tax benefit related to stock option plans |
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7,787 |
|
Proceeds (payments) of debt swaps and other derivative contracts |
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4,495 |
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(3,706 |
) |
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Net cash used in financing activities |
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(39,927 |
) |
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(41,040 |
) |
Effect of exchange rate changes on cash and cash equivalents |
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7,634 |
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(13,344 |
) |
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(Decrease) increase in cash and cash equivalents |
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(38,105 |
) |
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|
295,267 |
|
Cash and cash equivalents at beginning of period |
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428,522 |
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|
597,333 |
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Cash and cash equivalents at end of period |
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$ |
390,417 |
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$ |
892,600 |
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|
The accompanying notes are an integral part of the interim consolidated financial statements.
6
WATERS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 Basis of Presentation and Significant Accounting Policies
Waters Corporation (Waters or the Company), an analytical instrument manufacturer, primarily
designs, manufactures, sells and services, through its Waters Division, high performance liquid
chromatography (HPLC), ultra performance liquid chromatography® (UPLC and together with HPLC,
herein referred to as LC) and mass spectrometry (MS) instrument systems and support products,
including chromatography columns, other consumable products and comprehensive post-warranty service
plans. These systems are complementary products that can be integrated together and used along with
other analytical instruments. LC is a standard technique and is utilized in a broad range of
industries to detect, identify, monitor and measure the chemical, physical and biological
composition of materials, and to purify a full range of compounds. MS instruments are used in drug
discovery and development, including clinical trial testing, the analysis of proteins in disease
processes (known as proteomics) and environmental testing. LC is often combined with MS to create
LC-MS instruments that include a liquid phase sample introduction and separation system with mass
spectrometric compound identification and quantification. Through its TA Division (TA), the
Company primarily designs, manufactures, sells and services thermal analysis, rheometry and
calorimetry instruments, which are used in predicting the suitability of polymers and viscous
liquids for various industrial, consumer goods and healthcare products, as well as for life science
research. The Company is also a developer and supplier of software-based products that interface
with the Companys instruments and are typically purchased by customers as part of the instrument
system.
The Companys interim fiscal quarter typically ends on the thirteenth Saturday of each quarter.
Since the Companys fiscal year end is December 31, the first and fourth fiscal quarters may not
consist of thirteen complete weeks. The Companys third fiscal quarters for 2009 and 2008 ended on
October 3, 2009 and September 27, 2008, respectively.
The accompanying unaudited interim consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the information and note
disclosures required by generally accepted accounting principles (GAAP) in the United States of
America. The consolidated financial statements include the accounts of the Company and its
subsidiaries, most of which are wholly owned. All material inter-company balances and transactions
have been eliminated.
The preparation of consolidated financial statements in conformity with GAAP requires the Company
to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent liabilities at the dates of the financial
statements. Actual amounts may differ from these estimates under different assumptions or
conditions.
It is managements opinion that the accompanying interim consolidated financial statements reflect
all adjustments (which are normal and recurring) that are necessary for a fair statement of the
results for the interim periods. The interim consolidated financial statements should be read in
conjunction with the consolidated financial statements included in the Companys annual report on
Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange
Commission (SEC) on February 27, 2009.
Reclassifications
Certain amounts from the prior year have been reclassified in the accompanying financial statements
in order to be consistent with the current years classifications.
7
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair Value Measurements
Fair values of cash, cash equivalents, short-term investments, accounts receivable, accounts
payable and debt approximate cost.
In accordance with the accounting standards for fair value measurements and disclosures, the
Companys assets and liabilities are measured at fair value on a recurring basis as of October 3,
2009 and December 31, 2008. Fair values determined by Level 1 inputs utilize observable data such
as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points
other than quoted prices in active markets that are observable either directly or indirectly. Fair
values determined by Level 3 inputs utilize unobservable data points in which there is little or no
market data, which require the reporting entity to develop its own assumptions.
The following table represents the Companys assets and liabilities measured at fair value on a
recurring basis at October 3, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
in Active |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Market for |
|
|
Other |
|
|
Significant |
|
|
|
Total at |
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
October 3, |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
2009 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ |
242,417 |
|
|
$ |
|
|
|
$ |
242,417 |
|
|
$ |
|
|
Short-term investments |
|
|
187,731 |
|
|
|
|
|
|
|
187,731 |
|
|
|
|
|
Waters Retirement Restoration Plan assets |
|
|
16,894 |
|
|
|
|
|
|
|
16,894 |
|
|
|
|
|
Foreign currency exchange contract agreements |
|
|
121 |
|
|
|
|
|
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
447,163 |
|
|
|
|
|
|
$ |
447,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements |
|
$ |
542 |
|
|
$ |
|
|
|
$ |
542 |
|
|
$ |
|
|
Foreign currency exchange contract agreements |
|
|
269 |
|
|
|
|
|
|
|
269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
811 |
|
|
$ |
|
|
|
$ |
811 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table represents the Companys assets and liabilities measured at fair value on
a recurring basis at December 31, 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
in Active |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Market for |
|
|
Other |
|
|
Significant |
|
|
|
Total at |
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
December 31, |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
2008 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ |
223,000 |
|
|
$ |
|
|
|
$ |
223,000 |
|
|
$ |
|
|
Waters Retirement Restoration Plan assets |
|
|
12,888 |
|
|
|
|
|
|
|
12,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
235,888 |
|
|
|
|
|
|
$ |
235,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements |
|
$ |
1,798 |
|
|
$ |
|
|
|
$ |
1,798 |
|
|
$ |
|
|
Foreign currency exchange contract agreements |
|
|
1,595 |
|
|
|
|
|
|
|
1,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,393 |
|
|
$ |
|
|
|
$ |
3,393 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys financial assets and liabilities have been classified as Level 2. These assets and
liabilities have been initially valued at the transaction price and subsequently valued typically
utilizing third-party pricing services. The pricing services use many inputs to determine value,
including reportable trades, benchmark yields, credit spreads, broker/dealer quotes, current spot
rates and other industry and economic events. The Company validates the prices provided by
third-party pricing services by reviewing their pricing methods and obtaining market values from
other pricing sources. The fair values of the Companys cash equivalents, short-term investments,
retirement restoration plan assets, foreign currency exchange contracts and interest rate swap
agreements are determined through market
8
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and observable sources and have been classified as Level 2. After completing these validation
procedures, the Company did not adjust or override any fair value measurements provided by
third-party pricing services as of October 3, 2009 and December 31, 2008.
In January 2009, the Company implemented the accounting and disclosure requirements related to
non-financial assets and liabilities that are remeasured at fair value on a non-recurring basis.
The adoption of this accounting and disclosure requirement did not have a significant impact on the
Companys financial statements.
Stockholders Equity
In February 2009, the Companys Board of Directors authorized the Company to repurchase up to $500
million of its outstanding common stock over a two-year period. During the nine months ended
October 3, 2009, the Company repurchased 2.2 million shares at a cost of $103 million under this
program.
In February 2007, the Companys Board of Directors authorized the Company to repurchase up to $500
million of its outstanding common stock over a two-year period. During the nine months ended
October 3, 2009 and September 27, 2008, the Company repurchased 1.4 million and 3.4 million shares
at a cost of $53 million and $209 million, respectively, under this program. As of October 3, 2009,
the Company repurchased an aggregate of 8.5 million shares of its common stock under the now
expired February 2007 program for an aggregate cost of $464 million.
Hedge Transactions
The Company operates on a global basis and is exposed to the risk that its earnings, cash flows and
stockholders equity could be adversely impacted by fluctuations in currency exchange rates and
interest rates.
The Company records its hedge transactions in accordance with the accounting standards for
derivatives and hedging, which establishes the accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other contracts, and for hedging
activities. All derivatives, whether designated in hedging relationships or not, are required to be
recorded on the consolidated balance sheets at fair value as either assets or liabilities. If the
derivative is designated as a fair-value hedge, the changes in the fair value of the derivative and
of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is
designated as a cash flow hedge, the effective portions of changes in the fair value of the
derivative are recorded in other comprehensive income and are recognized in earnings when the
hedged item affects earnings; ineffective portions of changes in fair value are recognized in
earnings. In addition, disclosures required for derivative instruments and hedging activities
include the Companys objectives for using derivative instruments, the level of derivative activity
the Company engages in, as well as how derivative instruments and related hedged items affect the
Companys financial position and performance.
The Company currently uses derivative instruments to manage exposures to foreign currency and
interest rate risks. The Companys objectives for holding derivatives are to minimize foreign
currency and interest rate risk using the most effective methods to eliminate or reduce the impact
of foreign currency and interest rate exposures. The Company documents all relationships between
hedging instruments and hedged items and links all derivatives designated as fair-value, cash flow
or net investment hedges to specific assets and liabilities on the consolidated balance sheets or
to specific forecasted transactions. The Company also considers the impact of our counterparties
credit risk on the fair value of the contracts as well as the ability of each party to execute
under the contracts. The Company also assesses and documents, both at the hedges inception and on
an ongoing basis, whether the derivatives that are used in hedging transactions are highly
effective in offsetting changes in fair values or cash flows associated with the hedged items.
Cash Flow Hedges
The Company uses interest rate swap agreements to hedge the risk to earnings associated with
fluctuations in interest rates related to outstanding U.S. dollar floating rate debt. In August
2007, the Company entered into two floating-to-fixed-rate interest rate swaps, each with a notional
amount of $50 million and maturity dates of April 2009 and October 2009, to hedge floating rate
debt related to the term loan facility of its outstanding debt. At October 3, 2009 and December 31,
2008, the Company had a $1 million and $2 million liability, respectively, in other current
liabilities in the consolidated balance sheets related to the interest rate swap agreements. For
the three and nine months ended October 3, 2009, the Company recorded a cumulative pre-tax
unrealized gain of $1 million
9
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and $2 million, respectively, in accumulated other comprehensive income on the interest rate
agreements. For the three and nine months ended September 27, 2008, the Company recorded a
cumulative pre-tax unrealized gain of $1 million and a cumulative pre-tax unrealized gain of less
than $1 million, respectively, in accumulated other comprehensive income on the interest rate
agreements. For both the three months ended October 3, 2009 and September 27, 2008, the Company
recorded additional interest expense of less than $1 million. For the nine months ended October 3,
2009 and September 27, 2008, the Company recorded additional interest expense of $2 million and $1
million, respectively.
Other
The Company enters into forward foreign exchange contracts, principally to hedge the impact of
currency fluctuations on certain inter-company balances and short-term assets and liabilities.
Principal hedged currencies include the Euro, Japanese Yen, British Pound and Singapore Dollar. The
periods of these forward contracts typically range from one to three months and have varying
notional amounts which are intended to be consistent with changes in the underlying exposures.
Gains and losses on these forward contracts are recorded in selling and administrative expenses in
the consolidated statements of operations. At October 3, 2009 and December 31, 2008, the Company
held forward foreign exchange contracts with notional amounts totaling $153 million and $120
million, respectively. At October 3, 2009 and December 31, 2008, the Company had liabilities of
less than $1 million and $2 million, respectively, in other current liabilities in the consolidated
balance sheet related to the foreign currency exchange contract agreements. For the three months
ended October 3, 2009, the Company recorded cumulative net pre-tax losses of $4 million, which
consists of realized losses of approximately $4 million relating to the closed forward contracts.
For the nine months ended October 3, 2009, the Company recorded cumulative net pre-tax gains of $6
million, which consists of realized gains of $5 million relating to the closed forward contracts
and $1 million of unrealized gains relating to the open forward contracts. For the three months
ended September 27, 2008, the Company recorded cumulative net pre-tax losses of $4 million, which
consists of realized losses of $3 million relating to the closed forward contracts and $1 million
unrealized losses relating to the open forward contracts. For the nine months ended September 27,
2008, the Company recorded cumulative net pre-tax losses of $3 million, which consists of
approximately $3 million of realized losses relating to the open forward contracts.
Product Warranty Costs
The Company accrues estimated product warranty costs at the time of sale, which are included in
cost of sales in the consolidated statements of operations. While the Company engages in extensive
product quality programs and processes, including actively monitoring and evaluating the quality of
its component supplies, the Companys warranty obligation is affected by product failure rates,
material usage and service delivery costs incurred in correcting a product failure. The amount of
the accrued warranty liability is based on historical information, such as past experience, product
failure rates, number of units repaired and estimated costs of material and labor. The liability is
reviewed for reasonableness at least quarterly.
The following is a summary of the activity of the Companys accrued warranty liability for the nine
months ended October 3, 2009 and September 27, 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
Accruals for |
|
Settlements |
|
Balance at |
|
|
Beginning of Period |
|
Warranties |
|
Made |
|
End of Period |
Accrued warranty liability: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 3, 2009
|
|
$ |
10,276 |
|
|
$ |
4,485 |
|
|
$ |
(4,414 |
) |
|
$ |
10,347 |
|
September 27, 2008
|
|
$ |
13,119 |
|
|
$ |
7,376 |
|
|
$ |
(8,789 |
) |
|
$ |
11,706 |
|
2 Out-of-Period Adjustments
During the second quarter of 2008, the Company identified errors originating in periods prior to
the three months ended June 28, 2008. The errors primarily related to (i) an overstatement of the
Companys income tax expense of $16 million as a result of errors in recording its income tax
provision during the period from 2000 to March 29, 2008 and (ii) an understatement of amortization
expense of $9 million for certain capitalized software. The Company incorrectly calculated its
provision for income taxes by tax-effecting its tax liability utilizing a U.S. tax rate of 35%
instead of an Irish tax rate of 10%. In addition, the Company incorrectly accounted for Irish-based
capitalized software and the related amortization expense as U.S. Dollar-denominated instead of
Euro-denominated, resulting in an understatement of amortization expense and cumulative translation
adjustment.
10
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company identified and corrected the errors in the three months ended June 28, 2008, which had
the effect of increasing cost of sales by $9 million; reducing gross profit and income from
operations before income tax by $9 million; reducing the provision for income taxes by $16 million
and increasing net income by $8 million. For the nine months ended September 27, 2008, the errors
reduced the Companys effective tax rate by 5.6 percentage points. In addition, the out-of-period
adjustments had the following effect on the consolidated balance sheet as of June 28, 2008:
increased the gross carrying value of capitalized software by $46 million; increased accumulated
amortization for capitalized software by $36 million; reduced deferred tax liabilities by $14
million and increased accumulated other comprehensive income by $17 million.
The Company did not believe that the prior period errors, individually or in the aggregate, were
material to any previously issued annual or quarterly financial statements. In addition, the
Company did not believe that the adjustments described above to correct the cumulative effect of
the errors in the three months ended June 28, 2008 were material to the three months ended June 28,
2008 or to the full year results for 2008. As a result, the Company did not restate its previously
issued annual financial statements or interim financial data.
3 Inventories
Inventories are classified as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
October 3, 2009 |
|
|
December 31, 2008 |
|
Raw materials |
|
$ |
59,136 |
|
|
$ |
59,957 |
|
Work in progress |
|
|
20,917 |
|
|
|
12,899 |
|
Finished goods |
|
|
117,035 |
|
|
|
100,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total inventories |
|
$ |
197,088 |
|
|
$ |
173,051 |
|
|
|
|
|
|
|
|
4 Acquisitions
Effective January 1, 2009, the Company implemented the newly issued accounting standard for
business combinations. This standard requires an acquiring company to measure all assets acquired
and liabilities assumed, including contingent considerations and all contractual contingencies, at
fair value as of the acquisition date. In addition, an acquiring company is required to capitalize
in-process research and development (IPR&D) and either amortize it over the life of the product
or write it off if the project is abandoned or impaired. This accounting standard is applicable to
acquisitions completed after January 1, 2009. Previous standards generally required
post-acquisition adjustments related to business combination deferred tax asset valuation
allowances and liabilities for uncertain tax positions to be recorded as an increase or decrease to
goodwill. This new accounting standard does not permit this accounting and generally requires any
such changes to be recorded in current period income tax expense. Thus, all changes to valuation
allowances and liabilities for uncertain tax positions established in acquisition accounting,
whether the business combination was accounted for under previous standards or under the newly
issued accounting standard, will be recognized in current period income tax expense.
In February 2009, the Company acquired all of the remaining outstanding capital stock of Thar
Instruments, Inc. (Thar), a privately held global leader in the design, development and
manufacture of analytical and preparative supercritical fluid chromatography and supercritical
fluid extraction (SFC) systems, for $36 million in cash, including the assumption of $4 million
of debt. Thar was acquired to add the environmentally-friendly SFC technology to the Companys
product line and to leverage the Companys distribution channels. The Company had previously made a
$4 million equity investment in Thar in June 2007. Immediately prior to the acquisition date, the
Company remeasured the fair value of its original equity investment in Thar, resulting in an
acquisition date fair value of $4 million. Thus, there was no gain or loss recognized in the
statement of operations as a result of remeasuring the Companys equity interest in Thar to fair
value prior to the business combination.
The acquisition of Thar was accounted for under the newly issued accounting standard and the
results of Thar have been included in the consolidated results of the Company from the acquisition
date. The purchase price of the acquisition was allocated to tangible and intangible assets and
assumed liabilities based on their estimated fair values. The Company has allocated $24 million of
the purchase price to intangible assets comprised of customer relationships, non-compete
agreements, acquired technology, IPR&D and other purchased intangibles. The
11
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Company is amortizing the customer relationships and acquired technology over 15 years. The
non-compete agreements and other purchased intangibles are being amortized over five years. These
intangible assets are being amortized over a weighted-average period of 13 years. Included in
intangible assets is a trademark in the amount of $4 million which has been assigned an indefinite
life. Also included in intangible assets are IPR&D intangibles in the amount of $1 million, which
will be amortized over an estimated useful life of 15 years once the projects have been completed
and commercialized. The excess purchase price of $22 million has been accounted for as goodwill.
The sellers also have provided the Company with customary representations, warranties and
indemnification, which would be settled in the future if and when the contractual representation or
warranty condition occurs. The goodwill is not deductible for tax purposes. Since the acquisition
date, Thar added $4 million and $11 million of sales, respectively, to the consolidated statements
of operations for the three and nine months ended October 3, 2009. Thars impact since the
acquisition date on the Companys net income for both the three and nine months ended October 3,
2009 was not significant. The pro forma effect of the results of the ongoing operations for the
Company and Thar as though the acquisition of Thar had occurred at the beginning of the periods
covered by this report is immaterial.
In accordance with the accounting standards for fair value measurements and disclosures, the
Company measured the non-financial assets and non-financial liabilities that were acquired through
the acquisition of Thar at fair value. The fair value of these non-financial assets and
non-financial liabilities were determined using Level 3 inputs. The following table presents the
fair values, as determined by the Company, of 100% of the assets and liabilities owned and recorded
in connection with the Thar acquisition (in thousands):
|
|
|
|
|
Cash |
|
$ |
364 |
|
Accounts receivable |
|
|
3,863 |
|
Inventory |
|
|
3,930 |
|
Other assets |
|
|
4,421 |
|
Goodwill |
|
|
21,960 |
|
Intangible assets |
|
|
23,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
58,038 |
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other current liabilities |
|
|
5,499 |
|
Debt |
|
|
3,899 |
|
Deferred tax liability |
|
|
8,658 |
|
|
|
|
|
Cash consideration paid |
|
$ |
39,982 |
|
|
|
|
|
5 Goodwill and Other Intangibles
The carrying amount of goodwill was $293 million and $268 million at October 3, 2009 and December
31, 2008, respectively. The increase is primarily due to the Companys acquisition of Thar, which
increased goodwill by $22 million (Note 4). Currency translation adjustments increased goodwill by
$3 million.
The Companys intangible assets included in the consolidated balance sheets are detailed as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 3, 2009 |
|
|
December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Amortization |
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Amortization |
|
|
|
Amount |
|
|
Amortization |
|
|
Period |
|
|
Amount |
|
|
Amortization |
|
|
Period |
|
Purchased intangibles |
|
$ |
136,988 |
|
|
$ |
59,304 |
|
|
10 years |
|
$ |
113,526 |
|
|
$ |
51,662 |
|
|
10 years |
Capitalized software |
|
|
212,931 |
|
|
|
121,887 |
|
|
4 years |
|
|
184,434 |
|
|
|
109,876 |
|
|
4 years |
Licenses |
|
|
9,624 |
|
|
|
8,069 |
|
|
9 years |
|
|
9,345 |
|
|
|
7,235 |
|
|
9 years |
Patents and other
intangibles |
|
|
23,462 |
|
|
|
11,819 |
|
|
8 years |
|
|
20,918 |
|
|
|
9,798 |
|
|
8 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
383,005 |
|
|
$ |
201,079 |
|
|
7 years |
|
$ |
328,223 |
|
|
$ |
178,571 |
|
|
7 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
During the nine months ended October 3, 2009, the Company acquired $24 million of purchased
intangibles as a result of the acquisition of Thar. In addition, the gross carrying value of
intangible assets and accumulated amortization for intangible assets increased by $7 million and $5
million, respectively, in the nine months ended October 3, 2009 due to the effect of foreign
currency translation.
For the three months ended October 3, 2009 and September 27, 2008, amortization expense for
intangible assets was $6 million and $7 million, respectively. For the nine months ended October 3,
2009 and September 27, 2008, amortization expense for intangible assets was $19 million and $30
million, respectively. Included in amortization expense for the nine months ended September 27,
2008 is a $9 million out-of-period adjustment related to capitalized software. Amortization expense
for intangible assets is estimated to be approximately $29 million for each of the next five years.
Effective January 1, 2009, the Company implemented the newly issued accounting and disclosure
requirements related to intangibles assets. This accounting standard provides guidance for
determining the useful life of a recognized intangible asset and requires enhanced disclosures so
that users of financial statements are able to assess the extent to which the expected future cash
flows associated with the asset are affected by the Companys intent and ability to renew or extend
the arrangement. The adoption of this standard by the Company did not have a material effect on its
financial position, results of operations or cash flows.
6 Debt
In January 2007, the Company entered into a credit agreement (the 2007 Credit Agreement) that
provides for a $500 million term loan facility and $600 million in revolving facilities, which
include both a letter of credit and a swingline subfacility. The 2007 Credit Agreement matures on
January 11, 2012 and requires no scheduled prepayments before that date. The outstanding portions
of the revolving facilities have been classified as short-term liabilities in the consolidated
balance sheets due to the fact that the Company utilizes the revolving line of credit to fund its
working capital needs. It is the Companys intention to pay the outstanding revolving line of
credit balance during the subsequent twelve months following the respective period end date.
The interest rates applicable to the 2007 Credit Agreement are, at the Companys option, equal to
either the base rate (which is the higher of the prime rate or the federal funds rate plus 1/2%) or
the applicable 1, 2, 3, 6, 9 or 12 month LIBOR rate, in each case plus a credit margin based upon
the Companys leverage ratio, which can range between 33 basis points and 72.5 basis points for
LIBOR rate loans and range between zero basis points and 37.5 basis points for base rate loans. The
2007 Credit Agreement requires that the Company comply with an interest coverage ratio test of not
less than 3.50:1 and a leverage ratio test of not more than 3.25:1 for any period of four
consecutive fiscal quarters, respectively. In addition, the 2007 Credit Agreement includes negative
covenants that are customary for investment grade credit facilities. The 2007 Credit Agreement also
contains certain customary representations and warranties, affirmative covenants and events of
default. As of October 3, 2009, the Company was in compliance with all such covenants.
At October 3, 2009 and December 31, 2008, the Company had a total of $610 million and $500 million,
respectively, borrowed under the 2007 Credit Agreement, of which $500 million was classified as
long-term debt in the consolidated balance sheets at both dates. As of October 3, 2009 and December
31, 2008, the Company had a total amount available to borrow of $490 million and $599 million,
respectively, after outstanding letters of credit. The weighted-average interest rates applicable
to these borrowings were 0.81% and 2.43% at October 3, 2009 and December 31, 2008, respectively.
The Company and its foreign subsidiaries also had available short-term lines of credit totaling $89
million and $88 million at October 3, 2009 and December 31, 2008, respectively. At October 3, 2009
and December 31, 2008, the related short-term borrowings were $35 million at a weighted-average
interest rate of 1.89% and $36 million at a weighted-average interest rate of 2.18%, respectively.
7 Income Taxes
The Companys effective tax rates for the three months ended October 3, 2009 and September 27, 2008
were 19.2% and 23.5%, respectively. The Companys effective tax rates for the nine months ended
October 3, 2009 and
13
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 27, 2008 were 16.3% and 14.1%, respectively. Included in the income tax provision for the
three months ended September 27, 2008 is approximately $5 million of tax provision associated with
the reorganization of certain foreign legal entities. This one-time provision increased the
Companys effective tax rate by 5.4 percentage points and 2.0 percentage points for the three and
nine months ended September 27, 2008, respectively. Included in the income tax provision for the
nine months ended October 3, 2009 is approximately $5 million of tax benefit associated with the
reversal of the $5 million tax provision described above. The recognition of this tax benefit was a
result of changes in income tax regulations promulgated by the U.S. Treasury in February 2009. This
$5 million tax benefit decreased the Companys effective tax rate by 1.7 percentage points for the
nine months ended October 3, 2009. In addition, the effective tax rate for the nine months ended
September 27, 2008 included a $16 million benefit resulting from the out-of-period adjustments
related to software capitalization amortization. The out-of-period adjustments had the effect of
reducing the Companys effective tax rate by 5.6 percentage points in the nine months ended
September 27, 2008. After consideration of these items, the remaining changes in the effective tax
rates for the three and nine months ended October 3, 2009 as compared to the three and nine months
ended September 27, 2008 are primarily attributable to changes in income in jurisdictions with
different effective tax rates.
The Company accounts for its uncertain tax return reporting positions in accordance with the income
taxes accounting standard, which requires financial statement reporting of the expected future tax
consequences of uncertain tax return reporting positions on the presumption that all relevant tax
authorities possess full knowledge of those tax reporting positions, as well as all of the
pertinent facts and circumstances, but it prohibits any discounting of any of the related tax
effects for the time value of money.
The following is a summary of the activity of the Companys unrecognized tax benefits for the nine
months ended October 3, 2009 and September 27, 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
October 3, 2009 |
|
|
September 27, 2008 |
|
Balance at the beginning of the period |
|
$ |
77,295 |
|
|
$ |
68,463 |
|
Change in tax positions of the current year |
|
|
(1,160 |
) |
|
|
7,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of the period |
|
$ |
76,135 |
|
|
$ |
76,263 |
|
|
|
|
|
|
|
|
For the nine months ended October 3, 2009, the Company recorded approximately $5 million of tax
benefit associated with the reversal of a $5 million tax provision, recorded in the three months
ended September 27, 2008, related to the reorganization of certain foreign legal entities and an
increase of approximately $4 million in other unrecognized tax benefits. If all of the Companys
unrecognized tax benefits accrued as of October 3, 2009 were to become recognizable in the future,
the Company would record a total reduction of approximately $75 million in the income tax
provision. As of October 3, 2009, however, the Company is not able to estimate the portion of that
total potential reduction that may occur within the next twelve months.
8 Litigation
The Company is involved in various litigation matters arising in the ordinary course of business.
The Company believes the outcome, if the plaintiff ultimately prevails, will not have a material
impact on the Companys financial position.
The Company has been engaged in ongoing patent litigation with Agilent Technologies GmbH in France
and Germany. In January 2009, the French appeals court affirmed that the Company had infringed the
Agilent Technologies GmbH patent and a judgment was issued against the Company. The Company has
appealed this judgment. In 2008, the Company recorded a $7 million provision and, in the first
quarter of 2009, the Company has made a payment of $6 million for damages and fees estimated to be
incurred in connection with the French litigation case. No provision has been made for the German
patent litigation and the Company believes the outcome, if the plaintiff ultimately prevails, will
not have a material impact on the Companys financial position.
14
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9 Stock-Based Compensation
The Company maintains various shareholder-approved stock-based compensation plans which allow for
the issuance of incentive or non-qualified stock options, stock appreciation rights, restricted
stock or other types of awards (e.g. restricted stock units).
The Company accounts for stock-based compensation costs in accordance with the stock compensation
accounting standard, which requires that all share-based payments to employees be recognized in the
statements of operations based on their fair values. The stock-based compensation expense
recognized in the consolidated statements of operations is based on awards that ultimately are
expected to vest; therefore, the amount of expense has been reduced for estimated forfeitures. The
stock compensation accounting standard requires forfeitures to be estimated at the time of grant
and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Forfeitures were estimated based on historical experience. If actual results differ significantly
from these estimates, stock-based compensation expense and the Companys results of operations
could be materially impacted. In addition, if the Company employs different assumptions in the
application of this standard, the compensation expense that the Company records in the future
periods may differ significantly from what the Company has recorded in the current period.
The consolidated statements of operations for the three and nine months ended October 3, 2009 and
September 27, 2008 include the following stock-based compensation expense related to stock option
awards, restricted stock, restricted stock unit awards and the employee stock purchase plan (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
October 3, |
|
|
September 27, |
|
|
October 3, |
|
|
September 27, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Cost of sales |
|
$ |
687 |
|
|
$ |
735 |
|
|
$ |
2,122 |
|
|
$ |
2,273 |
|
Selling and administrative expenses |
|
|
5,467 |
|
|
|
5,762 |
|
|
|
16,992 |
|
|
|
17,401 |
|
Research and development expenses |
|
|
1,097 |
|
|
|
1,175 |
|
|
|
2,643 |
|
|
|
3,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation |
|
$ |
7,251 |
|
|
$ |
7,672 |
|
|
$ |
21,757 |
|
|
$ |
23,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
In determining the fair value of the stock options, the Company makes a variety of assumptions and
estimates, including volatility measures, expected yields and expected stock option lives. The fair
value of each option grant was estimated on the date of grant using the Black-Scholes option
pricing model. The Company uses implied volatility on its publicly traded options as the basis for
its estimate of expected volatility. The Company believes that implied volatility is the most
appropriate indicator of expected volatility because it is generally reflective of historical
volatility and expectations of how future volatility will differ from historical volatility. The
expected life assumption for grants is based on historical experience for the population of
non-qualified stock optionees. The risk-free interest rate is the yield currently available on U.S.
Treasury zero-coupon issues with a remaining term approximating the expected term used as the input
to the Black-Scholes model. The relevant data used to determine the value of the stock options
granted during the nine months ended October 3, 2009 and September 27, 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
October 3, |
|
September 27, |
Options Issued and Significant Assumptions Used to Estimate Option Fair Values |
|
2009 |
|
2008 |
Options issued in thousands
|
|
|
28 |
|
|
|
28 |
|
Risk-free interest rate
|
|
|
2.0 |
% |
|
|
3.8 |
% |
Expected life in years
|
|
|
6.0 |
|
|
|
6.0 |
|
Expected volatility
|
|
|
.570 |
|
|
|
.291 |
|
Expected dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 3, |
|
September 27, |
Weighted-average Exercise Price and Fair Values of Options on the Date of Grant |
|
2009 |
|
2008 |
Exercise price
|
|
$ |
38.09 |
|
|
$ |
76.75 |
|
Fair value
|
|
$ |
20.71 |
|
|
$ |
28.25 |
|
15
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes stock option activity for the plans (in thousands, except per share
data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Number of Shares |
|
Price per Share |
|
Exercise Price |
Outstanding at December 31, 2008 |
|
|
6,835 |
|
|
$ |
21.05 to $80.97 |
|
|
$ |
45.44 |
|
Granted |
|
|
28 |
|
|
$ |
38.09 |
|
|
$ |
38.09 |
|
Exercised |
|
|
(174 |
) |
|
$ |
21.39 to $49.31 |
|
|
$ |
32.79 |
|
Canceled |
|
|
(67 |
) |
|
$ |
47.12 to $72.06 |
|
|
$ |
55.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 3, 2009 |
|
|
6,622 |
|
|
$ |
21.05 to $80.97 |
|
|
$ |
45.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
During the nine months ended October 3, 2009, the Company granted eight thousand shares of
restricted stock. The fair value of these awards on the grant date was $38.09. The restrictions on
these shares lapse at the end of a three-year period.
Restricted Stock Units
The following table summarizes the unvested restricted stock unit award activity for the nine
months ended October 3, 2009 (in thousands, except for per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
Shares |
|
|
Average Price |
|
Unvested at December 31, 2008 |
|
|
597 |
|
|
$ |
53.43 |
|
Granted |
|
|
371 |
|
|
$ |
35.25 |
|
Vested |
|
|
(152 |
) |
|
$ |
52.02 |
|
Forfeited |
|
|
(26 |
) |
|
$ |
51.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at October 3, 2009 |
|
|
790 |
|
|
$ |
45.22 |
|
|
|
|
|
|
|
|
Restricted stock units are generally granted annually in February and vest in equal annual
installments over a five-year period.
10 Earnings Per Share
Basic and diluted earnings per share (EPS) calculations are detailed as follows (in thousands,
except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended October 3, 2009 |
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
|
Net Income |
|
|
Shares |
|
|
Per Share |
|
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
Net income per basic common share |
|
$ |
75,936 |
|
|
|
95,235 |
|
|
$ |
0.80 |
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock option, restricted stock and restricted
stock unit securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
|
|
|
|
1,260 |
|
|
|
|
|
Exercised and cancellations |
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per diluted common share |
|
$ |
75,936 |
|
|
|
96,513 |
|
|
$ |
0.79 |
|
|
|
|
|
|
|
|
|
|
|
16
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 27, 2008 |
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
|
Net Income |
|
|
Shares |
|
|
Per Share |
|
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
Net income per basic common share |
|
$ |
71,503 |
|
|
|
98,891 |
|
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock option, restricted stock and restricted
stock unit securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
|
|
|
|
1,628 |
|
|
|
|
|
Exercised and cancellations |
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per diluted common share |
|
$ |
71,503 |
|
|
|
100,566 |
|
|
$ |
0.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended October 3, 2009 |
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
|
Net Income |
|
|
Shares |
|
|
Per Share |
|
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
Net income per basic common share |
|
$ |
219,190 |
|
|
|
96,215 |
|
|
$ |
2.28 |
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock option, restricted stock and restricted
stock unit securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
|
|
|
|
752 |
|
|
|
|
|
Exercised and cancellations |
|
|
|
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per diluted common share |
|
$ |
219,190 |
|
|
|
97,027 |
|
|
$ |
2.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 27, 2008 |
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
|
Net Income |
|
|
Shares |
|
|
Per Share |
|
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
Net income per basic common share |
|
$ |
223,126 |
|
|
|
99,611 |
|
|
$ |
2.24 |
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock option, restricted stock and restricted
stock unit securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
|
|
|
|
1,405 |
|
|
|
|
|
Exercised and cancellations |
|
|
|
|
|
|
134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per diluted common share |
|
$ |
223,126 |
|
|
|
101,150 |
|
|
$ |
2.21 |
|
|
|
|
|
|
|
|
|
|
|
For the three and nine months ended October 3, 2009, the Company had 1.3 million and 3.3 million
stock option securities that were antidilutive, respectively, due to having higher exercise prices
than the Companys average stock price during the period. For both the three and nine months ended
September 27, 2008, the Company had 1.3 million stock option securities that were antidilutive due
to having higher exercise prices than the Companys average stock price during the period. These
securities were not included in the computation of diluted EPS. The effect of dilutive securities
was calculated using the treasury stock method.
17
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11 Comprehensive Income
Comprehensive income is detailed as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
October 3, |
|
|
September 27, |
|
|
October 3, |
|
|
September 27, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net income |
|
$ |
75,936 |
|
|
$ |
71,503 |
|
|
$ |
219,190 |
|
|
$ |
223,126 |
|
Foreign currency translation |
|
|
9,916 |
|
|
|
(37,094 |
) |
|
|
25,872 |
|
|
|
(7,473 |
) |
Net appreciation and realized gains on
derivative instruments |
|
|
798 |
|
|
|
798 |
|
|
|
2,675 |
|
|
|
186 |
|
Income tax expense |
|
|
(279 |
) |
|
|
(279 |
) |
|
|
(936 |
) |
|
|
(65 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net appreciation and realized gains on
derivative instruments, net of tax |
|
|
519 |
|
|
|
519 |
|
|
|
1,739 |
|
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net foreign currency adjustments |
|
|
10,435 |
|
|
|
(36,575 |
) |
|
|
27,611 |
|
|
|
(7,352 |
) |
Unrealized gains on investments before income
taxes |
|
|
12 |
|
|
|
(114 |
) |
|
|
(20 |
) |
|
|
(198 |
) |
Income tax (expense) benefit |
|
|
(4 |
) |
|
|
40 |
|
|
|
7 |
|
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on investments, net of tax |
|
|
8 |
|
|
|
(74 |
) |
|
|
(13 |
) |
|
|
(129 |
) |
Retirement liability adjustment, net of tax |
|
|
(35 |
) |
|
|
|
|
|
|
306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss) |
|
|
10,408 |
|
|
|
(36,649 |
) |
|
|
27,904 |
|
|
|
(7,481 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
86,344 |
|
|
$ |
34,854 |
|
|
$ |
247,094 |
|
|
$ |
215,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 Retirement Plans
The Company sponsors various retirement plans. The summary of the components of net periodic
pension costs for the plans for the three and nine months ended October 3, 2009 and September 27,
2008 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
October 3, 2009 |
|
|
September 27, 2008 |
|
|
|
|
|
|
|
U.S. |
|
|
|
|
|
|
|
|
|
|
U.S. |
|
|
|
|
|
|
U.S. |
|
|
Retirement |
|
|
Non-U.S. |
|
|
U.S. |
|
|
Retirement |
|
|
Non-U.S. |
|
|
|
Pension |
|
|
Healthcare |
|
|
Pension |
|
|
Pension |
|
|
Healthcare |
|
|
Pension |
|
|
|
Plans |
|
|
Plan |
|
|
Plans |
|
|
Plans |
|
|
Plan |
|
|
Plans |
|
Service cost |
|
$ |
23 |
|
|
$ |
58 |
|
|
$ |
424 |
|
|
$ |
31 |
|
|
$ |
53 |
|
|
$ |
374 |
|
Interest cost |
|
|
1,544 |
|
|
|
96 |
|
|
|
210 |
|
|
|
1,481 |
|
|
|
83 |
|
|
|
227 |
|
Expected return on plan assets |
|
|
(1,678 |
) |
|
|
(37 |
) |
|
|
(83 |
) |
|
|
(1,528 |
) |
|
|
(39 |
) |
|
|
(114 |
) |
Net amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service costs (credits) |
|
|
37 |
|
|
|
(14 |
) |
|
|
|
|
|
|
38 |
|
|
|
(14 |
) |
|
|
|
|
Net actuarial (gain) loss |
|
|
98 |
|
|
|
3 |
|
|
|
12 |
|
|
|
33 |
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost |
|
$ |
24 |
|
|
$ |
106 |
|
|
$ |
563 |
|
|
$ |
55 |
|
|
$ |
83 |
|
|
$ |
480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
October 3, 2009 |
|
|
September 27, 2008 |
|
|
|
|
|
|
|
U.S. |
|
|
|
|
|
|
|
|
|
|
U.S. |
|
|
|
|
|
|
U.S. |
|
|
Retirement |
|
|
Non-U.S. |
|
|
U.S. |
|
|
Retirement |
|
|
Non-U.S. |
|
|
|
Pension |
|
|
Healthcare |
|
|
Pension |
|
|
Pension |
|
|
Healthcare |
|
|
Pension |
|
|
|
Plans |
|
|
Plan |
|
|
Plans |
|
|
Plans |
|
|
Plan |
|
|
Plans |
|
Service cost |
|
$ |
69 |
|
|
$ |
174 |
|
|
$ |
1,272 |
|
|
$ |
93 |
|
|
$ |
159 |
|
|
$ |
1,122 |
|
Interest cost |
|
|
4,632 |
|
|
|
288 |
|
|
|
630 |
|
|
|
4,443 |
|
|
|
249 |
|
|
|
681 |
|
Expected return on plan assets |
|
|
(5,034 |
) |
|
|
(111 |
) |
|
|
(249 |
) |
|
|
(4,584 |
) |
|
|
(117 |
) |
|
|
(342 |
) |
Net amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service costs (credits) |
|
|
111 |
|
|
|
(42 |
) |
|
|
|
|
|
|
114 |
|
|
|
(42 |
) |
|
|
|
|
Net actuarial (gain) loss |
|
|
294 |
|
|
|
9 |
|
|
|
36 |
|
|
|
99 |
|
|
|
|
|
|
|
(21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost |
|
$ |
72 |
|
|
$ |
318 |
|
|
$ |
1,689 |
|
|
$ |
165 |
|
|
$ |
249 |
|
|
$ |
1,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the three and nine months ended October 3, 2009, the Company contributed $3 million and $9
million, respectively, to the U.S. Pension Plans. During fiscal year 2009, the Company expects to
contribute a total of approximately $9 million to $11 million to the defined benefit plans.
13 Business Segment Information
The Companys business activities, for which discrete financial information is available, are
regularly reviewed and evaluated by the chief operating decision makers. As a result of this
evaluation, the Company determined that it has two operating segments: Waters Division and TA
Division.
Waters Division is primarily in the business of designing, manufacturing, distributing and
servicing LC and MS instruments, columns and other chemistry consumables that can be integrated and
used along with other analytical instruments. TA Division is primarily in the business of
designing, manufacturing, distributing and servicing thermal analysis, rheometry and calorimetry
instruments. The Companys two divisions are its operating segments and each has similar economic
characteristics; product processes; products and services; types and classes of customers; methods
of distribution and regulatory environments. Because of these similarities, the two segments have
been aggregated into one reporting segment for financial statement purposes. Please refer to the
consolidated financial statements for financial information regarding the one reportable segment of
the Company.
Net sales for the Companys products and services are as follows for the three and nine months
ended October 3, 2009 and September 27, 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
October 3, 2009 |
|
|
September 27, 2008 |
|
|
October 3, 2009 |
|
|
September 27, 2008 |
|
Product net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waters instrument systems |
|
$ |
172,623 |
|
|
$ |
185,597 |
|
|
$ |
486,393 |
|
|
$ |
562,370 |
|
Chemistry |
|
|
61,919 |
|
|
|
59,239 |
|
|
|
180,291 |
|
|
|
181,778 |
|
TA instrument systems |
|
|
24,990 |
|
|
|
32,881 |
|
|
|
73,817 |
|
|
|
91,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total product net sales |
|
|
259,532 |
|
|
|
277,717 |
|
|
|
740,501 |
|
|
|
835,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waters service |
|
|
104,581 |
|
|
|
99,261 |
|
|
|
302,090 |
|
|
|
295,326 |
|
TA service |
|
|
9,850 |
|
|
|
9,332 |
|
|
|
27,261 |
|
|
|
26,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total service net sales |
|
|
114,431 |
|
|
|
108,593 |
|
|
|
329,351 |
|
|
|
321,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
373,963 |
|
|
$ |
386,310 |
|
|
$ |
1,069,852 |
|
|
$ |
1,156,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 Recent Accounting Standards Changes and Developments
Recently Adopted Accounting Standards
In June 2009, the Financial Accounting Standards Board (FASB) issued the accounting standard that
establishes the hierarchy of GAAP that are to be used as the source of authoritative accounting
principles recognized by the FASB for non-governmental entities in preparation of financial
statements in conformity with GAAP in the United States. This standard was effective for interim
and annual periods ending after September 15, 2009. The adoption of this standard by the Company
did not have a material effect on its financial position, results of operations or cash flows.
In August 2009, the FASB issued Accounting Standards Update (ASU) 2009-05, Measuring Liabilities
at Fair Value. ASU 2009-05 amends ASU Topic 820, Fair Value Measurements". Specifically, ASU
2009-05 provides clarification that, in circumstances in which a quoted price in an active market
for the identical liability is not available, a reporting entity is required to measure fair value
using one or more of the following methods: (1) a valuation technique that uses (a) the quoted
price of the identical liability when traded as an asset or (b) quoted prices for similar
liabilities or similar liabilities when traded as assets; and/or (2) a valuation technique that is
consistent with the principles of Topic 820 of the Accounting Standards Codification (ASC). ASU
2009-05 also
19
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
clarifies that when estimating the fair value of a liability, a reporting entity is not
required to adjust to include inputs relating to the existence of transfer restrictions on that
liability. The adoption of this standard did not have a material effect on the Companys financial
position, results of operations or cash flows.
In April 2009, the FASB issued Financial Statement of Position (FSP) Financial Accounting
Standard (FAS) 115-2, FSP FAS 124-2 and Emerging Issues Task Force (EITF) 99-20-2, Recognition
and Presentation of Other-Than-Temporary Impairments. FSP FAS 115-2, FAS 124-2 and EITF 99-20-2
provide additional guidance to provide greater clarity about the credit and noncredit component of
an other-than-temporary impairment event and to more effectively communicate when an
other-than-temporary impairment event has occurred. This FSP applies to debt securities. This
standard was effective for periods ending after June 15, 2009. The adoption of this standard did
not have a material effect on the Companys financial position, results of operations or cash
flows.
In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments. FSP FAS 107-1 and APB 28-1 amend Statement
of Financial Accounting Standards (SFAS) No. 107, Disclosures about Fair Value of Financial
Instruments, to require disclosures about fair value of financial instruments in interim as well
as in annual financial statements. This FSP also amends APB Opinion 28, Interim Financial
Reporting, to require those disclosures in all interim financial statements. This standard was
effective for periods ending after June 15, 2009. The adoption of this standard did not have a
material effect on the Companys financial position, results of operations or cash flows.
In the second quarter of 2009, the Company implemented the newly issued subsequent events
accounting standard. This standard establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date, but before financial statements are issued. The
adoption of this standard did not impact the Companys financial position or results of operations.
The Company evaluated all events or transactions that occurred after October 3, 2009 up through
November 6, 2009, the date the Company issued these financial statements. During this period, the
Company did not have any material recognizable subsequent events.
Recently Issued Accounting Standards
In December 2008, the FASB issued a new accounting standard relating to the employers disclosures
about postretirement benefit plan assets. This requirement amends the previous accounting standard
to provide guidance on employers disclosures about plan assets of a defined benefit pension or
other postretirement plan. This new standard is effective for financial statements issued for
fiscal years ending after December 15, 2009. The provisions of this new standard are not required
for earlier periods presented and early adoption is permitted. The Company is in the process of
evaluating whether the adoption of this standard will have a material effect on its financial
position, results of operations or cash flows.
In June 2009, the FASB issued SFAS No. 167, Consolidation of Variable Interest Entities, an
amendment to Financial Interpretation (FIN) 46(R), which has not yet been integrated into the
FASB ASC. This accounting standard will remain authoritative until the ASC is integrated. This
statement addresses (1) the effects on certain provisions of FIN 46 as a result of the elimination
of the qualifying special-purpose entity concept of SFAS No. 166 and (2) constituent concerns about
the application of certain key provisions of FIN 46(R), including those in which the accounting and
disclosures under FIN 46(R) do not always provide timely and useful information about an
enterprises involvement in a variable interest entity. This standard is effective for periods
beginning after November 15, 2009. The Company is in the process of evaluating whether the adoption
of this standard will have a material effect on its financial position, results of operations or
cash flows.
In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements. ASU
2009-13 amends existing revenue recognition accounting pronouncements that are currently within the
scope of FASB ASC, Subtopic 605-25 (previously included within EITF 00-21, Revenue Arrangements
with Multiple Deliverables). The consensus to EITF Issue 08-01, Revenue Arrangements with
Multiple Deliverables, provides accounting principles and application guidance on whether multiple
deliverables exist, how the arrangement should be separated and the consideration allocated. This
guidance eliminates the requirement to establish the fair value of undelivered products and
services and instead provides for separate revenue recognition based upon managements estimate of
the selling price for an undelivered item when there is no other means to determine the fair value
of that undelivered item. EITF 00-21 previously required that the fair value of the undelivered
item be the price of the item either sold
20
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
in a separate transaction between unrelated third parties or the price charged for each item when
the item is sold separately by the vendor. Under EITF 00-21, if the fair value of all of the
elements in the arrangement was not determinable, then revenue was deferred until all of the items
were delivered or fair value was determined. This new approach is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years beginning on or after
June 15, 2010. The Company is in the process of evaluating whether the adoption of this standard
will have a material effect on its financial position, results of operations or cash flows.
In October 2009, the FASB issued ASU 2009-14, Certain Revenue Arrangements That Include Software
Elements. ASU 2009-13, amends the existing accounting for revenue arrangements that contain
tangible products and software that are currently within the scope of FASB ASC, Subtopic 985-605
(previously included within Statement of Position (SOP) 97-2, Software Revenue Recognition, as
amended by SOP 98-9 Modification of SOP 97-2 Software Revenue Recognition, With Respect to Certain
Transactions). This consensus requires that tangible products which contain software components
and nonsoftware components that function together to deliver the tangible products essential
functionality are no longer within the scope of the software revenue guidance in ASC, Subtopic
985-605 and are required to be accounted for in accordance with ASU 2009-13, Multiple-Deliverable
Revenue Arrangements". This new approach is effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June 15, 2010. The
Company is in the process of evaluating whether the adoption of this standard will have a material
effect on its financial position, results of operations or cash flows.
21
Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
Business and Financial Overview
The Companys sales were $374 million and $386 million for the three months ended October 3, 2009
(the 2009 Quarter) and September 27, 2008 (the 2008 Quarter), respectively. The Companys sales
were $1,070 million and $1,157 million for the nine months ended October 3, 2009 (the 2009
Period) and September 27, 2008 (the 2008 Period), respectively. Sales decreased by 3% in the
2009 Quarter over the 2008 Quarter and 8% in the 2009 Period over the 2008 Period. These declines
in sales are primarily due to lower instrument spending by the Companys customers as a result of
the global economic recessionary conditions and, to a lesser extent, due to the effect of foreign
currency translation, which lowered sales by 1% in the 2009 Quarter and 4% in the 2009 Period. In
the 2009 Quarter and 2009 Period, as compared with the 2008 Quarter and 2008 Period, instrument
system sales declined 10% and 14%, respectively, and recurring sales of chemistry consumables and
service increased 5% and 1%, respectively. Recently acquired companies added 2% and 1% to the 2009
Quarter and 2009 Period sales, respectively, as compared with the 2008 Quarter and 2008 Period
sales. The 2009 Period also benefited from three more selling days than the 2008 Period due to the
Companys interim fiscal calendar. As such, there will be conversely fewer selling days in the
Companys fiscal fourth quarter of 2009. The Company anticipated these fewer selling days in the
Companys 2009 fourth quarter business outlook.
During the 2009 Quarter, as compared with the 2008 Quarter, sales increased in Asia (including
Japan) by 4% while sales decreased in the U.S., Europe, and the rest of the world by 3%, 7% and
12%, respectively. During the 2009 Period, sales decreased in the U.S., Europe and the rest of the
world by 5%, 14% and 19%, respectively, as compared with the 2008 Period, while sales in Asia
remained flat. The effect of foreign currency translation lowered the sales rates in the 2009
Quarter by 5% in Europe and increased sales by 5% in Asia. The effect of foreign currency
translation lowered the sales rates in the 2009 Period by 10% in Europe and 5% in the rest of the
world and increased sales by 2% in Asia.
In the 2009 Quarter and 2009 Period, as compared with the 2008 Quarter and 2008 Period, global
sales to pharmaceutical customers decreased 2% and 7%, respectively. In the 2009 Quarter and 2009
Period, global sales to industrial customers decreased 8% and 13%, respectively. These decreases
are primarily a result of the reduced spending on instrument systems caused by the global economic
recession and, to a lesser extent, the strengthening of the U.S. dollar in developing economies,
including India, South America and Eastern Europe. Global sales to government and academic
customers were 4% and 6% higher in the 2009 Quarter and 2009 Period, respectively, and can be
primarily attributed to sales of the newly introduced mass spectrometry instrument systems, higher
ACQUITY UPLC® instrument systems sales and global governmental stimulus spending
programs.
The Waters Division sales declined by 1% and 7% in the 2009 Quarter and 2009 Period as compared to
the 2008 Quarter and 2008 Period, respectively. The Waters Divisions products and services
primarily consist of high performance liquid chromatography (HPLC), ultra performance liquid
chromatography® (UPLC and together with HPLC, herein referred to as LC), mass spectrometry
(MS) and chemistry consumable products and related services. The Waters Division sales decline
for the 2009 Period was primarily attributable to weaker demand for instrument systems. The Waters
Divisions recurring revenue growth from chemistry consumables and service was 5% and 1% in the
2009 Quarter and 2009 Period, respectively.
In February 2009, the Company acquired all of the remaining outstanding capital stock of Thar
Instruments, Inc. (Thar), a privately held global leader in the design, development and
manufacture of analytical and preparative supercritical fluid chromatography and supercritical
fluid extraction (SFC) systems, for $36 million in cash, including the assumption of $4 million
of debt. The Company had previously made a $4 million equity investment in Thar in June 2007.
Waters Division expects that Thar will add approximately $18 million of product sales and be about
neutral to earnings in 2009 after debt service costs.
Sales for the TA Division (TA) decreased by 17% and 14% in the 2009 Quarter and 2009 Period as
compared to the 2008 Quarter and 2008 Period, respectively. TAs products and services consist of
thermal analysis, rheometry and calorimetry instrument systems and service sales. TAs sales
decline in the 2009 Quarter and 2009 Period can be primarily attributed to the decrease in spending
by the Companys industrial customers as a result of the global economic recession and the effect
of foreign currency translation, which lowered sales by 2% in the 2009 Period. TAs 2009 Quarter
sales were not impacted significantly by foreign currency translation. The July 2008 acquisition
22
of VTI Corporation (VTI) added 2% to TAs sales growth in both the 2009 Quarter and 2009 Period
compared to the 2008 Quarter and 2008 Period.
Operating income was $96 million and $98 million in the 2009 Quarter and 2008 Quarter,
respectively. In the 2009 Period and 2008 Period, operating income was $268 million and $273
million, respectively. The changes in operating income are primarily a result of the decline in
overall sales volume in 2009 as compared to 2008. These reductions in operating income were offset
by lower selling, administrative and research and development expenses achieved through cost
reductions and the net favorable effect of foreign currency translation. Furthermore, the 2009
Period included the impact of $6 million of expense in connection with the TA building lease
termination payment, while the 2008 Period included a $9 million impact of expense related to
out-of-period adjustments for capitalized software amortization.
During the second quarter of 2008, the Company identified errors originating in periods prior to
the three months ended June 28, 2008. The errors primarily relate to (i) an overstatement of the
Companys income tax expense of $16 million as a result of errors in recording its income tax
provision during the period from 2000 to March 29, 2008 and (ii) an understatement of amortization
expense of $9 million for certain capitalized software. The Company incorrectly calculated its
provision for income taxes by tax-effecting its tax liability utilizing a U.S. tax rate of 35%
instead of an Irish tax rate of 10%. In addition, the Company incorrectly accounted for Irish-based
capitalized software and the related amortization expense as U.S. Dollar-denominated instead of
Euro-denominated, resulting in an understatement of amortization expense and cumulative translation
adjustment. For the nine months ended September 27, 2008, the errors reduced the Companys
effective tax rate by 5.6 percentage points.
During the 2008 Period, the Company recorded approximately $5 million of tax provision associated
with the reorganization of certain foreign legal entities. This one-time provision increased the
Companys effective tax rate by 5.4 percentage points and 2.0 percentage points in the 2008 Quarter
and the 2008 Period, respectively. During the 2009 Period, the Company recorded approximately $5
million of tax benefit associated with the reversal of the $5 million tax provision described
above. The recognition of this tax benefit was a result of changes in income tax regulations
promulgated by the U.S. Treasury in February 2009. This $5 million tax benefit decreased the
Companys effective tax rate by 1.7 percentage points in the 2009 Period.
Net income per diluted share was $0.79 and $0.71 in the 2009 Quarter and 2008 Quarter,
respectively. Net income per diluted share was $2.26 and $2.21 in the 2009 Period and 2008 Period,
respectively. The change in net income per diluted share in the 2009 Quarter and 2009 Period as
compared with the 2008 Quarter and 2008 Period can be attributed to the following factors:
|
|
|
The $5 million tax provision recorded in the 2008 decreased net income per diluted
share in both the 2008 Quarter and 2008 Period by $0.05. The $5 million tax benefit
recorded in the first quarter of 2009 added $0.05 per diluted share to the 2009 Period. |
|
|
|
|
The impact of the 2008 out-of-period adjustments related to capitalized software
amortization increased the 2008 Period net income per diluted share by $0.08. |
|
|
|
|
The $6 million TA lease termination payment decreased the 2009 Period net income per
diluted share by $0.04. |
|
|
|
|
Lower net interest and lower weighted-average shares and equivalents increased net
income per diluted share in both the 2009 Quarter and 2009 Period. |
|
|
|
|
Higher effective tax rates, excluding the items described above, decreased net income
per diluted share in both the 2009 Quarter and 2009 Period. |
Net cash provided by operating activities was $298 million and $306 million in the 2009 Period and
2008 Period, respectively. The $8 million decrease is primarily a result of a $6 million litigation
payment made in the 2009 Period, which was expensed in the fourth quarter of 2008, and a $6 million
TA building lease termination payment in the 2009 Period offset by timing of receipts from
customers and payments to vendors.
23
Within cash flows used in investing activities, capital expenditures related to property,
plant, equipment and software capitalization were $80 million in the 2009 Period. Within cash flows
provided by investing activities, capital expenditures related to property, plant, equipment and
software capitalization were $49 million in the 2008 Period. The increase in capital expenditures
is primarily attributed to $27 million spent to acquire land and construct a new TA facility that
was completed in June 2009. In February 2009, the Company acquired all of the remaining outstanding
capital stock of Thar for $36 million in cash. In July 2008, the Company paid $3 million in cash
to acquire the net assets of VTI Corporation (VTI).
Within cash flows used in financing activities, the Company received $8 million and $23 million of
proceeds from stock plans in the 2009 Period and 2008 Period, respectively. The fluctuations in
these amounts are primarily attributed to the change in the Company stock price and the expiration
of stock option grants. In February 2009, the Companys Board of Directors authorized the Company
to repurchase up to $500 million of its outstanding common stock over a two-year period. The
Company repurchased $156 million and $209 million of the Companys outstanding common stock in the
2009 Period and 2008 Period, respectively, under the February 2009 authorization and previously
announced stock repurchase programs.
Results of Operations
Net Sales
Product sales were $260 million and $278 million for the 2009 Quarter and the 2008 Quarter,
respectively, a decrease of 7%. Product sales were $741 million and $835 million for the 2009
Period and the 2008 Period, respectively, a decrease of 11%. The decrease in product sales in both
the 2009 Quarter and 2009 Period was primarily due to the overall decline in Waters and TA
instrument system sales due to lower spending by the Companys customers as a result of the global
economic recession and adverse effects from foreign currency translation. Service sales were $114
million and $109 million in the 2009 Quarter and the 2008 Quarter, respectively, an increase of 5%.
Service sales were $329 million and $321 million in the 2009 Period and the 2008 Period,
respectively, an increase of 2%. The increase in the 2009 Quarter and 2009 Period service sales was
primarily attributable to increased sales of service plans and billings to a higher installed base
of customers and three more selling days, offset by adverse foreign currency translation.
Waters Division Net Sales
The Waters Division net sales declined 1% and 7% in the 2009 Quarter and 2009 Period, respectively,
as compared to the 2008 Quarter and 2008 Period. The effect of foreign currency translation
negatively impacted the Waters Division across all product lines, resulting in a decline in total
sales of 1% in the 2009 Quarter and 4% in the 2009 Period.
Chemistry consumables sales increased 5% in the 2009 Quarter and decreased by 1% in the 2009
Period. The increase in the 2009 Quarter sales was driven primarily by higher demand for chemistry
consumable products. The 2009 Period sales decreased due to the negative effect of foreign currency
translation, which adversely impacted the 2009 Period chemistry consumable sales growth by 4%.
Waters Division service sales increased 5% and 2% in the 2009 Quarter and 2009 Period,
respectively, due to the increased sales of service plans and billings to the higher installed base
of customers. In addition, recurring sales of chemistry consumables and service in the 2009 Period
benefited from three more selling days than the 2008 Period. There will be conversely fewer selling
days in the Companys fiscal fourth quarter of 2009. Waters instrument system sales (LC and MS)
declined 7% in the 2009 Quarter and 14% in the 2009 Period. The decreases in instrument systems
sales are primarily attributable to weak industrial and pharmaceutical customer spending caused by
the global recession. Waters Division sales by product line in the 2009 Quarter were 51% for
instrument systems, 18% for chemistry consumables and 31% for service as compared to 54% for
instrument systems, 17% for chemistry consumables and 29% for service in the 2008 Quarter. Waters
Division sales by product line in the 2009 Period were 50% for instrument systems, 19% for
chemistry consumables and 31% for service as compared to 54% for instrument systems, 18% for
chemistry consumables and 28% for service in the 2008 Period.
Geographically, Waters Division sales in the U.S., Europe and the rest of the world declined 3%, 4%
and 12%, in the 2009 Quarter, respectively, while sales in Asia grew 7%. Waters Division sales in
the U.S., Europe and the rest of the world declined 4%, 13% and 20% in the 2009 Period,
respectively, while Asian sales grew 2%. These declines are primarily due to lower demand from the
Companys industrial and pharmaceutical customers. Sales growth in China in both the 2009 Quarter
and 2009 Period was strong and partially offset the weakness in other
24
Asian markets. In Europe, the Companys sales decline in the 2009 Quarter and 2009 Period was
primarily driven by weak demand in Eastern Europe. The effects of foreign currency translation
decreased sales in Europe by 7% and 11% in the 2009 Quarter and 2009 Period, respectively. The
effects of foreign currency translation decreased sales in the rest of the world by 1% and 5% in
the 2009 Quarter and 2009 Period, respectively. The effects of foreign currency translation
increased sales in Asia by 5% and 2% in the 2009 Quarter and 2009 Period, respectively.
TA Division Net Sales
TAs sales decreased 17% in the 2009 Quarter over the 2008 Quarter and 14% in the 2009 Period over
the 2008 Period primarily as a result of weak instrument system demand from its industrial
customers and an adverse effect from foreign currency translation. The July 2008 acquisition of VTI
Corporation added 2% to sales growth in both the 2009 Quarter and 2009 Period. Instrument system
sales declined 24% in the 2009 Quarter and represented 72% of sales in the 2009 Quarter as compared
to 78% in the 2008 Quarter. Instrument system sales declined 19% in the 2009 Period and represented
73% of sales in the 2009 Period as compared to 78% in the 2008 Period. TA service sales increased
by 6% and 4% in the 2009 Quarter and 2009 Period, respectively, due to the increased sales of
service plans and billings to the higher installed base of customers. Geographically, the sales
decrease overall for TA was broad-based.
Gross Profit
Gross profit for the 2009 Quarter was $221 million compared to $228 million for the 2008 Quarter, a
decrease of $7 million, or 3%. Gross profit for the 2009 Period was $645 million compared to $668
million for the 2008 Period, a decrease of $23 million, or 3%. Gross profit as a percentage of
sales remained at 59.0% in the 2009 Quarter and the 2008 Quarter. Gross profit as a percentage of
sales increased to 60.3% in the 2009 Period compared to 57.7% for the 2008 Period. The decrease in
gross profit dollars in the 2009 Quarter and 2009 Period can be primarily attributed to the lower
sales volume being offset by the benefits from net favorable foreign currency translation and, to a
lesser extent, lower manufacturing costs. The 2008 Period also had a $9 million impact from the
out-of-period adjustments related to capitalized software amortization. During the 2009 Period, the
Companys gross profit as a percentage of sales benefited from the favorable movements in certain
foreign exchange rates between the currencies where the Company manufactures and services products
and the currencies where the sales were transacted, principally the Euro, Japanese Yen and British
Pound. Gross profit as a percentage of sales was also primarily impacted by the change in sales
mix. The 2009 Quarter and 2009 Period contained a higher level of higher margin chemistry
consumables and service sales than the 2008 Quarter and 2008 Period.
Selling and Administrative Expenses
Selling and administrative expenses for the 2009 Quarter and the 2008 Quarter were $103 million and
$107 million, respectively, a decrease of 4%. Selling and administrative expenses for the 2009
Period and the 2008 Period were $311 million and $325 million, respectively, a decrease of 4%. The
decreases in 2009 Quarter and 2009 Period selling and administrative expenses are primarily due to
cost reductions, lower incentive compensation and the comparative favorable impact of foreign
currency translation. In the 2009 Period, these decreases were offset by the impact of the $6
million expense incurred in connection with the TA lease termination payment. As a percentage of
net sales, selling and administrative expenses were 27.5% for the 2009 Quarter and 29.1% for the
2009 Period compared to 27.8% for the 2008 Quarter and 28.1% for the 2008 Period.
Research and Development Expenses
Research and development expenses were $19 million and $20 million for the 2009 Quarter and 2008
Quarter, respectively, a decrease of $1 million, or 3%. Research and development expenses were $57
million and $62 million for the 2009 Period and 2008 Period, respectively, a decrease of $5
million, or 7%. The decrease in research and development expenses for both the 2009 Quarter and
2009 Period is primarily due to the comparative favorable impact of foreign currency translation.
Interest Expense
Interest expense was $3 million and $11 million for the 2009 Quarter and 2008 Quarter,
respectively. Interest expense was $9 million and $32 million for the 2009 Period and 2008 Period,
respectively. The decrease in interest expense for the 2009 Quarter and 2009 Period is primarily
attributable to a significant decrease in average borrowings as well as lower interest rates during
the 2009 Quarter and 2009 Period as compared to the 2008 Quarter and 2008 Period.
25
Interest Income
Interest income was $1 million and $6 million for the 2009 Quarter and 2008 Quarter, respectively.
Interest income was $2 million and $18 million for the 2009 Period and 2008 Period, respectively.
The decrease in interest income is primarily due to significantly lower yields during the 2009
Quarter and 2009 Period as compared to the 2008 Quarter and 2008 Period, as well as significantly
lower cash and short-term investment balances.
Provision for Income Taxes
The Companys effective tax rates for the 2009 Quarter and 2008 Quarter were 19.2% and 23.5%,
respectively. The Companys effective tax rates for the 2009 Period and 2008 Period were 16.3% and
14.1%, respectively. Included in the income tax provision for the 2008 Quarter is approximately $5
million of tax provision associated with the reorganization of certain foreign legal entities. This
one-time provision increased the Companys effective tax rate by 5.4 percentage points and 2.0
percentage points for the 2008 Quarter and 2008 Period, respectively. Included in the income tax
provision for the 2009 Period is approximately $5 million of tax benefit associated with the
reversal of the $5 million tax provision described above. The recognition of this tax benefit was a
result of changes in income tax regulations promulgated by the U.S. Treasury in February 2009. This
$5 million tax benefit decreased the Companys effective tax rate by 1.7 percentage points for the
2009 Period. In addition, the effective tax rate for the 2008 Period included a $16 million benefit
resulting from the out-of-period adjustments related to software capitalization amortization. The
out-of-period adjustments had the effect of reducing the Companys effective tax rate by 5.6
percentage points in the 2008 Period. After consideration of these items, the remaining changes in
the effective tax rates for the 2009 Quarter and 2009 Period as compared to the 2008 Quarter and
2008 Period are primarily attributable to changes in income in jurisdictions with different
effective tax rates.
Liquidity and Capital Resources
Condensed Consolidated Statements of Cash Flows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Nine months Ended |
|
|
|
October 3, 2009 |
|
|
September 27, 2008 |
|
Net income |
|
$ |
219,190 |
|
|
$ |
223,126 |
|
Depreciation and amortization |
|
|
42,572 |
|
|
|
52,465 |
|
Stock-based compensation |
|
|
21,757 |
|
|
|
23,181 |
|
Deferred income taxes |
|
|
1,696 |
|
|
|
(14,313 |
) |
Change in accounts receivable |
|
|
12,070 |
|
|
|
28,255 |
|
Change in inventories |
|
|
(18,619 |
) |
|
|
(42,506 |
) |
Change in accounts payable and other current liabilities |
|
|
906 |
|
|
|
459 |
|
Change in deferred revenue and customer advances |
|
|
14,245 |
|
|
|
14,135 |
|
Other changes |
|
|
4,587 |
|
|
|
21,228 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
298,404 |
|
|
|
306,030 |
|
Net cash (used in) provided by investing activities |
|
|
(304,216 |
) |
|
|
43,621 |
|
Net cash used in financing activities |
|
|
(39,927 |
) |
|
|
(41,040 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
7,634 |
|
|
|
(13,344 |
) |
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents |
|
$ |
(38,105 |
) |
|
$ |
295,267 |
|
|
|
|
|
|
|
|
Cash Flow from Operating Activities
Net cash provided by operating activities was $298 million and $306 million in the 2009 Period and
2008 Period, respectively. The $8 million decrease in net cash provided by operating activities in
the 2009 Period compared to the 2008 Period is attributed primarily to the following significant
changes in the sources and uses of net cash provided by operating activities, aside from the
decrease in net income:
|
|
|
The change in accounts receivable in the 2009 Period compared to the 2008 Period is
primarily attributable to the timing of payments made by customers and the lower sales
volume in the 2009 Period as compared |
26
|
|
|
to the 2008 Period. Days-sales-outstanding (DSO)
increased to 71 days at October 3, 2009 from 68 days at September 27, 2008. |
|
|
|
The change in inventories in the 2009 Period compared to the 2008 Period is primarily
attributable to the planned reductions resulting from the decline in sales volume. |
|
|
|
|
The 2009 Period change in accounts payable and other current liabilities includes a $6
million litigation payment. Also, in the 2009 Period, the Company made a $6 million payment
to terminate the lease on the old TA facility. In addition, accounts payable and other
current liabilities changed as a result of the timing of payments to vendors and lower
incentive compensation accruals. |
|
|
|
|
Net cash provided from deferred revenue and customer advances in both the 2009 Period
and the 2008 Period was a result of the installed base of customers renewing annual
service contracts. |
|
|
|
|
Other changes are comprised of the timing of various provisions, expenditures and
accruals in other current assets, other assets and other liabilities. |
Cash Used in Investing Activities
Net cash used in investing activities totaled $304 million in the 2009 Period. Net cash provided by
investing activities totaled $44 million in the 2008 Period. Additions to fixed assets and
capitalized software were $80 million in the 2009 Period and $49 million in the 2008 Period. The
increase in capital spending in the 2009 Period can be attributed primarily to $27 million spent to
acquire land and construct a new TA facility, which is now substantially completed and operational.
Capital spending is expected to return to 2008 levels beginning in the fourth quarter of 2009.
Capital spending may increase periodically in the future in order to fund other facility expansions
to accommodate future sales growth. During the 2009 Period, the Company purchased $317 million of
short-term investments while $130 million of short-term investments matured. During the 2008
Period, the Company purchased $20 million of short-term investments while $115 million of
short-term investments matured. Business acquisitions, net of cash acquired, were $36 million and
$3 million during the 2009 Period and 2008 Period, respectively.
Cash Used in Financing Activities
During the 2009 Period and 2008 Period, the Companys net debt borrowings increased by $109 million
and $143 million, respectively.
In January 2007, the Company entered into a credit agreement (the 2007 Credit Agreement) that
provides for a $500 million term loan facility and $600 million in revolving facilities, which
include both a letter of credit and a swingline subfacility. The 2007 Credit Agreement matures on
January 11, 2012 and requires no scheduled prepayments before that date.
The interest rates applicable to the 2007 Credit Agreement are, at the Companys option, equal to
either the base rate (which is the higher of the prime rate or the federal funds rate plus 1/2%) or
the applicable 1, 2, 3, 6, 9 or 12 month LIBOR rate, in each case plus a credit margin based upon
the Companys leverage ratio, which can range between 33 basis points and 72.5 basis points for
LIBOR rate loans and range between zero basis points and 37.5 basis points for base rate loans.
As of October 3, 2009, the Company had a total of $610 million borrowed under the 2007 Credit
Agreement. The Company has $500 million classified as long-term debt and $145 million of debt
classified as short-term debt from this credit agreement and various other lines of credit. As of
October 3, 2009, the total amount available to borrow under the 2007 Credit Agreement was $490
million after outstanding letters of credit.
In February 2009, the Companys Board of Directors authorized the Company to repurchase up to $500
million of its outstanding common stock over a two-year period. During the 2009 Period, the Company
repurchased 2.2 million shares at a cost of $103 million under this program, leaving $397 million
authorized for future repurchases. During the 2009 Period and 2008 Period, the Company repurchased
a total of 3.6 million and 3.4 million shares at a cost of $156 million and $209 million,
respectively, under the February 2009 authorization and previously announced programs.
27
The Company received $8 million and $23 million of proceeds from the exercise of stock options and
the purchase of shares pursuant to the Companys employee stock purchase plan in the 2009 Period
and 2008 Period, respectively.
The Company believes that the cash, cash equivalents and short-term investments of $578 million at
the end of the 2009 Period and expected cash flow from operating activities, together with
borrowing capacity from committed credit facilities, will be sufficient to fund working capital and
capital spending requirements, authorized share repurchase amounts, potential acquisitions and any
adverse final determination of ongoing litigation for at least the next twelve months. Management
believes, as of the date of this report, that its financial position, along with expected future
cash flows from earnings based on historical trends and the ability to raise funds from external
sources, will be sufficient to meet future operating and investing needs for the foreseeable
future.
Contractual Obligations and Commercial Commitments
A summary of the Companys commercial commitments is included in the Companys annual report on
Form 10-K for the year ended December 31, 2008. The Company reviewed its commercial commitments as
of October 3, 2009 and determined that there were no material changes from the ones set forth in
the Form 10-K.
From time to time, the Company and its subsidiaries are involved in various litigation matters
arising in the ordinary course of business. The Company believes it has meritorious arguments in
its current litigation matters and any outcome, either individually or in the aggregate, will not
be material to the Companys financial position or results of operations.
During the 2009 Period, the Company contributed $9 million to the Companys U.S. defined benefit
plans. During fiscal year 2009, the Company expects to contribute a total of approximately $9
million to $11 million to the Companys defined benefit plans.
The Company has not paid any dividends and does not plan to pay any dividends in the foreseeable
future.
Critical Accounting Policies and Estimates
In the Companys annual report on Form 10-K for the year ended December 31, 2008, the Companys
most critical accounting policies and estimates upon which its financial status depends were
identified as those relating to revenue recognition; loss provisions on accounts receivable and
inventory; valuation of long-lived assets, intangible assets and goodwill; warranty; income taxes;
pension and other postretirement benefit obligations; litigation and stock-based compensation. The
Company reviewed its policies and determined that those policies remain the Companys most critical
accounting policies for the 2009 Period. The Company did not make any changes in those policies
during the 2009 Period.
New Accounting Pronouncements
Refer to Note 14, Recent Accounting Standards Changes and Developments, in the Condensed Notes to
Consolidated Financial Statements.
Special Note Regarding Forward-Looking Statements
Certain of the statements in this quarterly report on Form 10-Q, including the information
incorporated by reference herein, may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended (the Exchange Act), with respect to future results and events, including
statements regarding, among other items, (i) the impact of the Companys new products; (ii) the
Companys growth strategies, including its intention to make acquisitions and introduce new
products; (iii) anticipated trends in the Companys business; (iv) the Companys ability to
continue to control costs and maintain quality; (v) current economic conditions and (vi) the impact
of the Companys various litigation matters, including the Dearborn action and ongoing patent
litigation. Many of these statements appear, in particular, under the heading Managements
Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this
quarterly report on Form 10-Q. Statements that are not statements of historical fact may be deemed
forward-looking statements. You can identify these forward-looking statements by the use of the
words
28
believes, anticipates, plans, expects, may, will, would, intends, appears,
estimates, projects, should and similar expressions, whether in the negative or affirmative.
These statements are subject to various risks and uncertainties, many of which are outside the
control of the Company, including, and without limitation, the impact on demand among the Companys
various market sectors from current economic difficulties and recession; the impact of changes in
accounting principles and practices or tax rates, including the effect of restructuring certain
legal entities; shifts in taxable income in jurisdictions with different effective tax rates; the
ability to access capital in volatile market conditions; the ability to successfully integrate
acquired businesses; fluctuations in capital expenditures by the Companys customers, in
particular, large pharmaceutical companies; regulatory and/or administrative obstacles to the
timely completion of purchase order documentation; introduction of competing products by other
companies and loss of market share; pressures on prices from competitors and/or customers;
regulatory obstacles to new product introductions; lack of acceptance of new products; other
changes in the demands of the Companys healthcare and pharmaceutical company customers; changes in
distribution of the Companys products; risks associated with lawsuits and other legal actions,
particularly involving claims for infringement of patents and other intellectual property rights;
and foreign exchange rate fluctuations potentially adversely affecting translation of the Companys
future non-U.S. operating results. Certain of these and other factors are discussed in Part II,
Item 1A of this quarterly report on Form 10-Q and under the heading Risk Factors under Part I,
Item 1A of the Companys annual report on Form 10-K for the year ended December 31, 2008. Actual
results or events could differ materially from the plans, intentions and expectations disclosed in
the forward-looking statements, whether because of these factors or for other reasons. The
forward-looking statements included in this quarterly report on Form 10-Q represent the Companys
estimates or views as of the date of this quarterly report and should not be relied upon as
representing the Companys estimates or views as of any date subsequent to the date of this
quarterly report. Except as required by law, the Company does not assume any obligation to update
any forward-looking statements.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in the Companys market risk during the nine months ended October
3, 2009. For information regarding the Companys market risk, refer to Item 7a of Part II of the
Companys annual report on Form 10-K for the year ended December 31, 2008, as filed with the
Securities and Exchange Commission (SEC) on February 27, 2009.
Item 4: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Companys chief executive officer and chief financial officer (principal executive and
principal financial officer), with the participation of management, evaluated the effectiveness of
the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based
on this evaluation, the Companys chief executive officer and chief financial officer concluded
that the Companys disclosure controls and procedures were effective as of October 3, 2009 and
(1) designed to ensure that information required to be disclosed by the Company, including its
consolidated subsidiaries, in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Companys management, including its chief executive officer and
chief financial officer, to allow timely decisions regarding the required disclosure and
(2) designed to provide reasonable assurance that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms.
Changes in Internal Controls Over Financial Reporting
No change was identified in the Companys internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended October 3, 2009 that
has materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.
29
Part II: Other Information
Item 1: Legal Proceedings
City of Dearborn Heights
In November 2008, the City of Dearborn Heights Act 345 Police & Fire Retirement System filed a
purported federal securities class action against the Company, Douglas Berthiaume and John Ornell
in the United States District Court for the District of Massachusetts. In January 2009, Inter-Local
Pension Fund GCC/IBT filed a motion to be appointed as lead plaintiff, which was granted. In April
2009, plaintiff filed an amended complaint that alleges that between July 24, 2007 and January 22,
2008, the Company misrepresented or omitted material information about its projected annual
revenues and earnings, its projected effective annual tax rate, and the level of business activity
in Japan. The action is purportedly brought on behalf of persons who purchased common stock of the
Company between July 24, 2007 and January 22, 2008. The amended complaint seeks to recover under
Section 10(b) of the Exchange Act, Rule 10b-5 thereunder and Section 20(a) of the Exchange Act. The
Company, Mr. Berthiaume and Mr. Ornell have filed a motion to dismiss the amended complaint, which
lead plaintiff has opposed. The court has not yet indicated if it will hold oral argument on the
pending motion. The Company intends to defend vigorously.
There have been no other material changes in the Companys legal proceedings during the nine months
ended October 3, 2009 as described in Item 3 of Part I of the Companys annual report on Form 10-K
for the year ended December 31, 2008, as filed with the SEC on February 27, 2009.
Item 1A: Risk Factors
Information regarding risk factors of the Company is set forth under the heading Risk Factors
under Part I, Item 1A in the Companys annual report on Form 10-K for the year ended December 31,
2008. The Company reviewed its risk factors as of October 3, 2009 and determined that there were no
material changes from the ones set forth in the form 10-K. These risks are not the only ones facing
the Company. Please also see Special Note Regarding Forward Looking Statements on page 28.
Additional risks and uncertainties not currently known to the Company or that the Company currently
deems to be immaterial also may materially adversely affect the Companys business, financial
condition and its operating results.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities By the Issuer and Affiliated Purchasers
The following table provides information about purchases by the Company during the three months
ended October 3, 2009 of equity securities registered by the Company under the Exchange Act (in
thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
|
|
|
|
|
|
|
|
|
|
|
of Shares |
|
Maximum |
|
|
Total |
|
|
|
|
|
Purchased as Part |
|
Dollar Value of |
|
|
Number of |
|
Average |
|
of Publicly |
|
Shares that May Yet |
|
|
Shares |
|
Price Paid |
|
Announced |
|
Be Purchased Under |
Period |
|
Purchased |
|
per Share |
|
Programs (1) |
|
the Programs |
July 5 to August 1, 2009 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
445,567 |
|
August 2 to August 29, 2009 |
|
|
555 |
|
|
|
51.39 |
|
|
|
555 |
|
|
|
417,046 |
|
August 30 to October 3, 2009 |
|
|
375 |
|
|
|
52.69 |
|
|
|
375 |
|
|
|
397,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
930 |
|
|
|
51.91 |
|
|
|
930 |
|
|
|
397,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company purchased 0.9 million shares of its outstanding common
stock in the 2009 Quarter in open market transactions pursuant to a
repurchase program that was announced in February 2009 (the 2009
Program). The 2009 Program authorized the repurchase of up to $500
million of common stock in open market transactions over a two-year
period. |
Item 3: Defaults Upon Senior Securities
Not Applicable
30
Item 4: Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5: Other Information
Not Applicable
Item 6: Exhibits
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Exhibit |
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Number |
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Description of Document |
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31.1
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Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
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31.2
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Chief Financial Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
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32.1 **
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Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
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32.2 **
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Chief Financial Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
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101 **
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The following materials from Waters Corporations Quarterly
Report on Form 10-Q for the quarter ended October 3, 2009,
formatted in XBRL (Extensible Business Reporting Language): |
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(i) the Consolidated Balance Sheets, (ii) the Consolidated
Statements of Operations, (iii) the Consolidated Statements of
Cash Flows, and (iv) Condensed Notes to Consolidated Financial
Statements, tagged as blocks of text. |
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** |
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This exhibit shall not be deemed filed for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liability of that section, nor shall it be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof and irrespective of any general incorporation language
in any filing, except to the extent the Company specifically incorporates it by reference. |
31
SIGNATURE
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.
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Waters Corporation
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/s/ John Ornell |
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John Ornell |
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Vice President, Finance and
Administration and Chief Financial Officer |
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Date: November 6, 2009
32