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MEDTRONIC PLC Q2 FY17 EARNINGS PRESENTATION NOVEMBER 22, 2016 • CONSOLIDATED RESULTS & GROUP REVENUE HIGHLIGHTS • EPS GUIDANCE, REVENUE OUTLOOK, & OTHER ASSUMPTIONS


 
Q2 FY17 Earnings Results | November 22, 2016 | 2 FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements which provide current expectations or forecasts, including those relating to market and sales growth, growth strategies, financial results, use of capital, product development and introduction, partnerships, regulatory matters, restructuring initiatives, mergers/acquisitions/divestitures and related effects, accounting estimates, working capital adequacy, competitive strengths and sales efforts. They are based on current assumptions and expectations that involve uncertainties or risks. These uncertainties and risks include, but are not limited to, those described in the filings we make with the U.S. Securities and Exchange Commission (SEC). Actual results may differ materially from anticipated results. Forward-looking statements are made as of today's date, and we undertake no duty to update them or any of the information contained in this presentation. Financial Data Certain information in this presentation includes calculations or figures that have been prepared internally and have not been reviewed or audited by our independent registered public accounting firm. Use of different methods for preparing, calculating or presenting information may lead to differences and such differences may be material. This presentation contains financial measures and guidance, including free cash flow figures (defined as operating cash flows less property, plant and equipment additions), revenue, margin and growth rates on a constant currency basis, and adjusted EPS, all of which are considered “non- GAAP” financial measures under applicable SEC rules and regulations. We believe these non-GAAP measures provide a useful way to evaluate our underlying performance. Medtronic calculates forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. For instance, forward-looking revenue growth and EPS projections exclude the impact of foreign currency exchange fluctuations. Forward-looking non-GAAP EPS guidance also excludes other potential charges or gains that would be recorded as non-GAAP adjustments to earnings during the fiscal year, such as amortization of intangible assets and acquisition-related, certain tax and litigation, and restructuring charges or gains. Medtronic does not attempt to provide reconciliations of forward-looking non-GAAP EPS guidance to projected GAAP EPS guidance because the combined impact and timing of recognition of these potential charges or gains is inherently uncertain and difficult to predict, and is unavailable without unreasonable efforts. In addition, we believe such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance. Detail concerning how all non-GAAP measures are calculated, including all GAAP to non-GAAP reconciliations, are provided on our website and can be accessed using this link.


 
CONSOLIDATED RESULTS & GROUP REVENUE HIGHLIGHTS


 
Q2 FY17 Earnings Results | November 22, 2016 | 4  Number of issues contributed to lower than expected revenue; largest impact from CVG and Diabetes • 3% revenue growth3 was below our Q2 expectations. Items are identifiable, and in many cases, temporary. • CVG: CRHF core implantables market decline; TAVR- lack of XL valve; DES-US / Japan declines • Diabetes: Pump approval dynamics affected US growth • Several new product introductions in back half of the fiscal year to drive revenue growth back to normal range. • Growth Vector Performance: • New Therapies: below our 200 to 350 bps goal, contributing ~195 bps • Emerging Markets: below our 150 to 200 bps goal, contributing ~120 bps • Services & Solutions: below our 40 to 60 bps goal, contributing ~20 bps • Acquisitions & divestitures contributed a net 120 bps to Q2 revenue growth  Strong improvement in operating margins and double-digit EPS3 growth • EPS: 15% EPS1,3 growth; EPS lev. ~1,120 bps1 • Operating Margin: ~150 bps improvement Y/Y1; Operating lev. ~570 bps1 • One time tax-benefit offset higher than expected earnings impact from FX • Covidien synergies: remain on track to deliver $225-250M in FY17 Outlook: Continue to expect MSD revenue and double-digit EPS3 growth for the full fiscal year and on a sustained basis • H2 revenue3 growth of 4.5 – 5.0% • H2 EPS3 growth of 9 – 11% Capital allocation: Strategically deploying capital against priorities • Q2: 101% Payout Ratio3; $593M in dividends and $985M in net share repurchases • FY17 Free Cash Flow4 outlook of $5B - $6B MDT Q2 FY17 HIGHLIGHTS 1 Figures represent comparison to Q2 FY16 on a constant currency basis. 2 Diluted EPS 3 Non-GAAP 4 Operating cash flows less property, plant and equipment additions REVENUE BELOW EXPECTATIONS; STRONG OPERATING AND EARNINGS GROWTH Revenue: Other Financial Highlights: U.S. 57% Non- U.S. Dev 30% EM 13% 1 EPS2 Y/Y CC1 Y/Y% GAAP $0.80 122% NC Non-GAAP $1.12 9% 15% Cash Flow from Ops $1.5B Free Cash Flow4 $1.2B CVG 35% MITG 34% RTG 25% DIAB 6% Revenue $M As Rep Y/Y % CC1 Y/Y % CVG 2,584 4 3 MITG 2,473 5 4 RTG 1,826 4 3 Diabetes 462 3 3 Total $7,345 4% 3% U.S. 4,152 1 1 Non-U.S. Dev 2,209 8 5 EM 984 8 10 Total $7,345 4% 3%


 
Q2 FY17 Earnings Results | November 22, 2016 | 5 MDT Q2 FY17 GAAP SELECT FINANCIAL INFORMATION Q2 FY17 Q2 FY16 Y/Y Growth / Y/Y Change Net Sales ($M) 7,345 7,058 4% Cost of Products Sold 2,326 2,182 7% Gross Margin 68.3% 69.1% (80 bps) SG&A ($M) 2,416 2,343 3% % of Sales 32.9% 33.2% 30 bps R&D ($M) 554 545 2% % of Sales 7.5% 7.7% 20 bps Other Expense, Net ($M) 89 57 56% Operating Profit 1,385 1,300 7% Operating Margin 18.9% 18.4% 50 bps EPS1 ($) 0.80 0.36 122% 1 Diluted EPS


 
Q2 FY17 Earnings Results | November 22, 2016 | 6 MDT Q2 FY17 Y/Y EPS WALK 0.00 0.20 0.40 0.60 0.80 1.00 1.20 1.40 Q2 FY16, GAAP Q2 FY16, Non-GAAP Adjustments Q2 FY16, Non-GAAP Performance Q2 FY17 CC FX Q2 FY17, Non-GAAP Q2 FY17, Non-GAAP Adjustments Q2 FY17, GAAP EPS Growth1: Mid-Teens; EPS Leverage1: ~1,120 bps EPS $0.36 $0.67 $1.03 1 Comparison to Q2 FY16 on a constant currency basis. Note: See Q2 FY17 Financial Schedules & Non-GAAP Reconciliations tables for additional information on reconciliations of non-GAAP information. $1.18 ($0.06) $1.12 ($0.32) $0.80 15% Y/Y1 $0.15


 
Q2 FY17 Earnings Results | November 22, 2016 | 7 MDT Q2 FY17 Y/Y OPERATING MARGIN CHANGES 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Q2 FY16, GAAP Q2 FY16, Non-GAAP Adjustments Q2 FY16, Non-GAAP Performance Q2 FY17 CC FX Q2 FY17, Non-GAAP Q2 FY17, Non-GAAP Adjustments Q2 FY17, GAAP ~150 bps Operational Improvement1 Operating Margin 18.4% 9.0% 27.4% 1.5% 28.9% (1.7%) 27.2% (8.3%) 18.9% 1 Comparison to Q2 FY16 on a constant currency basis. Note: See Q2 FY17 Financial Schedules & Non-GAAP Reconciliations tables for additional information on reconciliations of non-GAAP information.


 
Q2 FY17 Earnings Results | November 22, 2016 | 8 MDT Q2 FY17 NON-GAAP SELECT FINANCIAL INFORMATION Q2 FY17 Q2 FY16 FX Impact $M / Change Q2 FY17 Constant Currency1 Q2 FY17 CC Growth / Change Net Sales ($M) 7,345 7,058 50 -- 3% Cost of Products Sold 2,288 2,182 (58) -- 2% Gross Margin1 68.8% 69.1% (60) bps 69.4% 30 bps SG&A ($M) 2,416 2,343 (10) -- (3%) % of Sales 32.9% 33.2% 10 bps 33.0% 20 bps R&D ($M) 554 545 0 -- (2%) % of Sales 7.5% 7.7% 10 bps 7.6% 10 bps Other Expense, Net ($M) 89 57 (90) -- 102% Operating Profit1 1,998 1,931 (108) -- 9% Operating Margin 1 27.2% 27.4% (170) bps 28.9% 150 bps Diluted EPS1 ($) 1.12 1.03 (0.06) -- 15% 1 Non-GAAP measure – see Q2 FY17 Financial Schedules & Non-GAAP Reconciliations tables for additional information on reconciliations of non-GAAP information 2 Figures represent comparison to Q2 FY16 on a constant currency basis. Operating Leverage2 +570bps EPS Leverage2 +1,120bps


 
Q2 FY17 Earnings Results | November 22, 2016 | 9 CVG Q2 FY17 HIGHLIGHTS CRHF 54% CSH 29% APV 17% U.S. 52% Non- U.S. Dev 32% EM 16% Cardiac Rhythm & Heart Failure (CRHF) KEY PERFORMANCE DRIVERS1  Heart Failure: +HSD • Driven by recent HeartWare acquisition; integration on track • US market decline in MSD • CRT-D: LSD decline • US: Share gains on Amplia quad launch • Japan: Strong launch of Compia MRI continues to drive share gains • CRT-P: share loss from lack of quad Arrhythmia Mgmt: +LSD • WW Tachy: LSD decline due to market replacements, TYRX™ product hold • WW Brady: LSD decline • US: Modest share decline • Reveal LINQ™ pull-through • Diagnostics: Mid-teens – Reveal LINQ™ • AF Solutions: High-twenties – Arctic Front Advance continues to gain share Coronary & Structural Heart (CSH) Aortic & Peripheral Vascular (APV)  Services & Solutions: +Mid 20’s  Heart Valve Therapies: +HSD • WW TAVR market growing ~30% • TAVR : High teens WW; LSD US • Europe: continue to gain share • US: lack of a large size Evolut™ R XL limiting share; expect gains given recent FDA approval • Japan: continued strength in CoreValve® launch; recent Shonin approval; expect reimbursement & launch in H2 FY17  Coronary: -MSD • DES: HSD decline • OUS: LSD growth-Resolute Onyx™ • US: DD decline - competitive product launches  Aortic: +LSD • US: Flat growth; Heli-FX ® EndoAnchor®: driving strong growth and AAA pull- through, offset by competitive headwinds in AAA • OUS: MSD growth  Peripheral & endoVenous: +MSD • DCB: US & WW market share leader • IN.PACT ® Admiral DCB mid-20s • Received ISR indication (only DCB with ISR in US) • HawkOne 6F™ atherectomy launch MSD Growth in CRHF and APV Offset Partially by CSH  Extracorp. Therapies: -LSD • Cannulae and Revasc growth offset by Surgical Ablation decline Evera MRI™ SureScan® ICD CoreValve® Evolut® R Resolute Onyx ® IN.PACT Admiral ® WW implantables market down LSD; MDT growing in line with global market Heli-FX ® EndoAnchor Revenue $M As Rep Y/Y % CC1 Y/Y % CRHF 1,400 6 5 CSH 753 Flat Flat APV 431 5 4 Total $2,584 4% 3% U.S. 1,353 1 1 Non-U.S. Dev 823 7 5 EM 408 9 10 Total $2,584 4% 3% H2 Growth Outlook: MSD (Q3 greater than Q4) Arctic Front Advance® 1 Figures represent comparison to Q2 FY16 on a constant currency basis.


 
Q2 FY17 Earnings Results | November 22, 2016 | 10 MITG Q2 FY17 HIGHLIGHTS Surgical Solutions KEY PERFORMANCE DRIVERS1 MSD Growth in Surgical Solutions and PMR Patient Monitoring & Recovery (PMR)  Early Technologies: +LSD • Growth in Gastrointestinal Solutions driven by new product introductions including Barrx™ 360 Express; offset by timing of capital equipment in Interventional Lung Solutions General Surgical: +MSD • Benefitted from suture growth in Emerging Markets and strong performance in OR Safety  Nutritional Insufficiency / DVT/ Patient Care: -LSD • Growth in Nutritional Insufficiency driven by increased adoption of enteral feeding in emerging markets, partially offset by DVT due to reprocessing in US & Patient Care primarily due to timing of distributor orders. Endo GIA™ Bellco  Renal Care Solutions • Benefitted from Bellco acquisition • Continued strength from dialyzers and other consumables. Revenue $M As Rep Y/Y % CC1 Y/Y % Surg. Sol. 1,361 5 4 PMR 1,112 4 3 Total $2,473 5% 4% U.S. 1,266 Flat Flat Non-U.S. Dev 853 10 5 EM 354 12 14 Total $2,473 5% 4% H2 Growth Outlook: MSD ValleyLab™ FT10 PMR 45% Surg. Sol. 55% U.S. 51% Non- U.S. Dev 35% EM 14% Puritan Bennett™ 980 1 Figures represent comparison to Q2 FY16 on a constant currency basis. Barrx™ 360 Express TRUCLEAR™  Advanced Surgical: +LSD • Growth in Advanced Stapling reflecting continued strong performance in Endo stapling specialty reloads • Advanced Energy growth benefited from continued strong performance of Valleylab™ FT10, which was offset by competitive reprocessing in the US • Benefited from Smith & Nephew gynecology acquisition (TRUCLEAR), which closed beginning of Q2 FY17 • US surgical procedure volumes appear stable in the ~1-2% range • New Products Coming in H2 FY17: • Advanced Energy: Introducing four new products. Three are enhancements to the jaw design of the LigaSure portfolio and one is a new 5 mm multifunction instrument, which allows for fast dissection and sealing in one device. • Advanced Stapling: Signia power stapling system: real-time feedback on tissue thickness, full power rotation & articulation with one-handed firing  Patient Monitoring and Airways & Ventilation: +MSD • Growth benefitted from strong Puritan Bennett™ 980 sales


 
Q2 FY17 Earnings Results | November 22, 2016 | 11 RTG Q2 FY17 HIGHLIGHTS Spine 36% Brain 28% Specialty 20% Pain 16% US 69% Non-US Dev 21% EM 10% KEY PERFORMANCE DRIVERS1 Continued Improvement in Spine; Solid Brain Therapies & Specialty Therapies Growth Offsets Declines in Pain Therapies Neurosurgery: +HSD • US O-arm® O2 penetration; core navigation instruments; services  Core Spine: +LSD • TL Fixation growth driven by US; strong performance in new Solera Voyager • Interbody launches (Elevate, Divergence L, Capstone PTC, Pivox) driving growth • Cervical challenged by pricing pressure, flat unit volumes, EMEA weakness  BMP: +LSD • US: HSD Infuse® growth • OUS: InductOs™ ship hold in Europe resulted in ~$5M lost revenue in Q2; expect to resolve in H1 FY18  Brain Modulation: +LSD • Strong US replacement demand partially offset by continued weakness in new implants • European competitive headwinds  ENT: +LSD • Continued strong NuVent growth partially offset by weakness in disposables and EMEA tender delays  Advanced Energy: +LDD • AEX ® Generator combo platform driving continued adoption • WW growth of Aquamantys and PlasmaBlade disposables • Strong US Core 4 (Ortho, Oncology, CRM Leads, ENT) execution InterStim II® O-arm® O2 Infuse® Bone Graft Spine Brain Therapies Specialty Therapies Pain Therapies Neurovascular: +MSD  Pelvic Health: +HSD • Balanced US / OUS growth driven by healthy new implant and replacement demand • Voluntary recall of NV products in Q2 negatively impacted growth in Flow Diversion and Neuro Access • Medina embolization product hold affecting Coil and Intrassacular growth • Recent launch of Axium Prime Detachable Coil (Extra Soft) gaining traction  Kanghui: +HSD Revenue $M As Rep Y/Y % CC1 Y/Y % Spine 663 2 1 Brain 506 7 6 Specialty 369 6 6 Pain 288 (2) (2) Total $1,826 4% 3% U.S. 1,261 4 4 Non-U.S. Dev 383 4 1 EM 182 1 2 Total $1,826 4% 3% H2 Growth Outlook: Low End of MSD Range (Ramp Q3 to Q4) • New product launches driving growth  SCS/Pumps: -MSD • Growth in US replacement demand offset by new implant declines • Ongoing SCS competitive pressure leading to share loss  Interventional: +HSD • Balanced US/OUS growth • OsteoCool ™ ablation system generating BKP pull-through OsteoCoolTM 1 Figures represent comparison to Q2 FY16 on a constant currency basis. Continued improvement in Spine; gained global share


 
Q2 FY17 Earnings Results | November 22, 2016 | 12 DIABETES Q2 FY17 HIGHLIGHTS US 59% Non-US Dev 32% EM 9% KEY PERFORMANCE DRIVERS1 Intensive Insulin Management (IIM) Temporary Disruption to Pump Buying Patterns, Robust Product Pipeline MiniMed® 630G MiniMed® Connect 12 Total Group Revenue $462M Revenue $M As Rep Y/Y % CC1 Y/Y % IIM ND LSD MSD NDT ND >40 >35 DSS ND LSD LSD Total $462 3% 3% U.S. 272 (3) (3) Non-U.S. Dev 150 11 12 EM 40 14 14 Total $462 3% 3% H2 Growth Outlook: MSD to HSD (Ramp Q3 to Q4) MiniMed® 640G Non-Intensive Diabetes Therapies (NDT) iPro®2 CGM w/ Pattern Snapshot Diabetes Service & Solutions (DSS)  Product Approval Dynamics Affected Growth • US insulin pump sales slowed in anticipation of MiniMed® 670G System launch • Deferring portion of MiniMed® 630G System revenue due to Priority Access Program; early adopters participating in program CGM Reimbursement: • Secured in Germany, Greece, and Czech Republic  MiniMed® 670G System: • Earlier-than-expected FDA approval • World’s first hybrid closed loop system with advanced SmartGuard® HCL algorithm and Guardian ® Sensor 3 • On track for initial shipments in Spring 2017; see full benefit in FY18 Another Strong Quarter: • iPro® Pattern Snapshot driving growth • iPro® 2 with Sof-Sensor® approved in China  i-Port Advance Technology: • iPort DTC campaign launched with strong US sales in Q2  International Growth: • Continued success of 640G launch and customer care programs to improve adherence /retention  MiniMed® Connect: • Solid initial uptake of recently launched Android version  Sugar.IQ™ with Watson: • First live experience of cognitive app; first application of IBM Watson technology collaboration Guardian® Connect: • Launched in October in select countries in EMEA with Enhanced Enlite® sensor. • US launch with the Guardian® Sensor 3 expected later this fiscal year  MiniMed® 640G System: • Continued strong sales in Europe • Will continue to launch throughout Latin America and APAC countries over the course of FY17  Henry Schein: • Continued progress on distribution agreement; developing new ease-of- use tools that will help drive professional CGM awareness 1 Figures represent comparison to Q2 FY16 on a constant currency basis. Diabeter • Opened 5th clinic in the Netherlands


 
FY17 EPS GUIDANCE, REVENUE OUTLOOK, & OTHER ASSUMPTIONS


 
Q2 FY17 Earnings Results | November 22, 2016 | 14 MDT FY17 EPS GUIDANCE, REVENUE OUTLOOK & OTHER ASSUMPTIONS H2 FY17 FY17 Revenue Growth Outlook – CCCW1 MSD MSD CVG Growth – CCCW MSD, Q3 greater than Q4 -- MITG Growth – CCCW MSD -- RTG Growth – CCCW Low-end of MSD, Ramp Q3 to Q4 -- Diabetes Growth – CCCW MSD to HSD, Ramp Q3 to Q4 -- COV Synergies -- ~$225-250M EPS Growth Guidance– CCCW2 8-10% Double Digit Free Cash Flow3 -- $5B - $6B Other than noted, revenue and EPS growth guidance do not include any charges or gains that would be recorded as non-GAAP adjustments to earnings during the fiscal year 1 While FX rates are fluid, based on current rates, the FX impact to H2 revenue would be +$63M to +$103M 2 Estimated FX impact to FY17 EPS of ($0.20) to ($0.22) 3 Operating cash flows less property, plant and equipment additions Note: Medtronic does not intend to adopt FASB ASU 2016-09 regarding the change in tax treatment of stock-based compensation until our fiscal year 2018. Updated Guidance


 
Q2 FY17 Earnings Results | November 22, 2016 | 15 MDT Q2 FY17 REVENUE REPORTING CHANGES – NEW CRHF STRUCTURE CRHF – Prior View Low Power AF & Other High Power  Tachy  HF (partial)  Brady  HF (partial)  Diagnostics  AF Solutions  Hosp. Solutions  MCMS Revenue Grouping Product Lines CRHF – New View Heart Failure Arrhythmia Mgmt. S&S  Tachy  Brady  Diagnostics (partial)  AF Solutions  HF  Diagnostics (partial)  Hosp. Solutions  MCMS Business Unit  ICDs  CRT-Ds  Pacemakers  CRT-Ps  Reveal, LINQ, SEEQ  AF Ablation  CLMS, ORMS,  Post-Acute Care Svcs. Revenue Grouping Business Unit Product Lines  CRTs  LVADs  ICDs  Pacemakers  Reveal, LINQ  AF Ablation  SEEQ  CLMS, ORMS  Post Acute Care Svcs. Recast to better align with management/GM structure and the recent acquisition of HeartWare


 
Q2 FY17 Earnings Results | November 22, 2016 | 16 APPENDIX ACRONYMS / ABBREVIATIONS 1 Growth DD Double Digits HSD High-Single Digit LDD Low-Double Digits LSD Low-Single Digit MSD Mid-Single Digit ASP Average Selling Price H1 / H2 First Half / Second Half APAC Asia Pacfic M&A Mergers & Acquisit ions Bps Basis Points Mgmt. Management CC Constant Currency Ops Operations CCCW Constant Currency Constant Weeks OM Operating Margins Dev Developed OUS Outside the United States EM Emerging Markets R&D Research & Development EMEA Europe, Middle East & Africa Rep Reported EPS Earnings per Share SG&A Selling, General & Administrative FCF Free Cash Flow WW Worldwide FX Foreign Exchange Y/Y Year-over-Year FY Fiscal Year Other AAA Abdominal Aortic Aneurysms HF Heart Failure AF Atrial Fibrillation Hosp. Hospitals APV Aortic & Peripheral Vascular ICD Implantable Cardioverter Defibrillator BKP Balloon Kyphoplasty IIM Intensive Insulin Management BMP Bone Morphogenetic Protein ISR In-Stent Restenosis Brady Bradycardia LVAD left Ventricular Assist Device CGM Continuous Glucose Monitoring MCMS Medtronic Care Management Services CLMS Cath Lab Managed Services MDT Medtronic CRHF Cardiac Rhythm & Heart Failure MITG Minimally Invasive Therapies Group CRM Cardiac Rhythm Management MIS Minimally Invasive Surgery CRT-D Cardiac Resynchronization Therapy – Defibrillator MRI Magnetic Resonance Imaging CRT-P Cardiac Resynchronization Therapy – Pacemakers NDT Non- Intensive Diabetes Therapies CSH Coronary & Structural Heart NV Neurovascular CVG Cardiac & Vascular Group OR Operating Room DBS Deep Brain Stimulation ORMS Operating Room Managed Services DVT Deep Vein Thrombosis PMR Patient Monitoring & Recovery DCB Drug Coated Balloon PTC Pure Titanium Coating DES Drug Eluting Stent RTG Restorative Therapies Group DSS Diabetes Services & Solutions SCS Spinal Cord Stimulation ENDO Endovascular Sol Solutions ENT Ear, Nose, & Throat ST Surgical Technologies Extracorp Extracorporeal Tachy Tachycardia FDA Food and Drug Administration TAVR Transcatheter Aortic Valve Replacement HCL Hybrid Closed Loop TL Transforaminal Lumbar Business Specific