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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 29, 2008
Waters Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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01-14010
(Commission File Number)
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13-3668640
(IRS Employer Identification No.) |
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34 Maple Street, Milford, Massachusetts
(Address of Principal Executive Offices)
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01757
(Zip Code) |
(508) 478-2000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to satisfy the filing obligation
of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
(a) The Company classified certain marketable securities as cash and cash equivalents on
each of its fiscal 2007 quarterly unaudited consolidated balance sheets that should instead
have been classified as short-term investments, based on the length of time from original
purchase date to the maturity date. On February 27, 2008, the Company and the Audit Committee
of the Board of Directors of the Company concluded that the previously issued quarterly
unaudited financial statements as of March 31, 2007, June 30, 2007 and September 29, 2007 and
for the periods then ended as included in the Company’s 2007 Forms 10-Q should be restated and
no longer relied upon because of the misclassification on the unaudited consolidated balance
sheet described above, which also had an impact on the unaudited consolidated statements of
cash flows. This change in classification does not affect the unaudited consolidated statements
of operations. Additionally, this change in classification has no effect on previously
reported current assets, total assets, stockholders’ equity, cash flows from operating
activities or cash flows from financing activities. This change in classification does not have
a material impact on any of the Company’s consolidated financial statements issued prior to
2007. The Company intends to restate the affected unaudited consolidated financial information
for each of the first three quarters of fiscal 2007 in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2007. The following tables set forth the effects of this change
in classification for each of the first three quarters of fiscal 2007 (in thousands).
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For the Quarter Ended |
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March 31, 2007 |
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June 30, 2007 |
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September 29, 2007 |
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As |
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As |
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As |
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Previously |
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Previously |
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Previously |
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Reported |
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Adjustment |
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Restated |
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Reported |
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Adjustment |
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Restated |
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Reported |
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Adjustment |
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Restated |
Consolidated Balance
Sheets (unaudited): |
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Cash and Cash
Equivalents |
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$ |
503,686 |
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$ |
(119,321 |
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$ |
384,365 |
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$ |
544,304 |
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$ |
(174,209 |
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$ |
370,095 |
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$ |
591,265 |
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$ |
(72,099 |
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$ |
519,166 |
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Short-term Investments |
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$ |
— |
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$ |
119,321 |
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$ |
119,321 |
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$ |
— |
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$ |
174,209 |
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$ |
174,209 |
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$ |
35,200 |
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$ |
72,099 |
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$ |
107,299 |
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Consolidated
Statements of Cash
Flows (unaudited): |
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Purchase of
Short-term
Investments |
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$ |
— |
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$ |
(119,321 |
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$ |
(119,321 |
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$ |
— |
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$ |
(244,063 |
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$ |
(244,063 |
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$ |
(35,200 |
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$ |
(269,540 |
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$ |
(304,740 |
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Maturities of
Short-term
Investments |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
69,854 |
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$ |
69,854 |
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$ |
— |
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$ |
197,441 |
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$ |
197,441 |
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Net Cash Used from
Investing Activities
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$ |
(12,092 |
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$ |
(119,321 |
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$ |
(131,413 |
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$ |
(30,083 |
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$ |
(174,209 |
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$ |
(204,292 |
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$ |
(90,136 |
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$ |
(72,099 |
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$ |
(162,235 |
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Increase (Decrease)
in Cash and Cash
Equivalents |
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$ |
(10,480 |
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$ |
(119,321 |
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$ |
(129,801 |
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$ |
30,138 |
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$ |
(174,209 |
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$ |
(144,071 |
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$ |
77,099 |
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$ |
(72,099 |
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$ |
5,000 |
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Cash and Cash
Equivalents at End of
Period |
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$ |
503,686 |
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$ |
(119,321 |
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$ |
384,365 |
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$ |
544,304 |
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$ |
(174,209 |
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$ |
370,095 |
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$ |
591,265 |
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$ |
(72,099 |
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$ |
519,166 |
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The change of classification of these amounts was a result of an internal control that was not
operating effectively for the first three quarters of 2007. The same internal control did operate
effectively in the fourth quarter of 2007 and ultimately detected the change in classification
required to the first three quarters of 2007.
An authorized officer of the Company has discussed the matters disclosed in this filing with the
Company’s independent registered public accounting firm.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WATERS CORPORATION |
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Dated: February 29, 2008
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By:
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/s/ John Ornell |
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Name:
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John Ornell
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Title:
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Vice President, |
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Finance and Administration |
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and Chief Financial Officer |
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