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8-K - 8-K - PENTAIR plca2017q2form8-k.htm
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Exhibit 99.1
pentairlogo001a04.jpg
News Release
Pentair Reports Second Quarter 2017 Results
Second quarter sales of $1.3 billion.
Second quarter GAAP EPS of $0.37 and adjusted EPS of $1.00.
Net cash provided by operating activities of continuing operations of $300 million and free cash flow from continuing operations of $289 million. The company is targeting to deliver full year free cash flow of 100 percent of adjusted net income.
During the second quarter, Pentair successfully completed the previously announced sale of its Valves & Controls business and with the proceeds reduced its debt by approximately $3 billion.
The company updates its 2017 GAAP EPS guidance to approximately $2.47 and on an adjusted basis to approximately $3.50.
Pentair previously announced that its Board of Directors had unanimously approved a plan to separate into two publicly-traded companies. The separation is expected to occur through a tax-free spin-off of Electrical by Pentair to its shareholders in the second quarter of 2018.
Reconciliations of GAAP to Non-GAAP measures are in the attached financial tables.
LONDON, United Kingdom — July 25, 2017— Pentair plc (NYSE: PNR) today announced second quarter 2017 sales of $1.3 billion. Sales were down 3 percent compared to sales for the same period last year. Excluding currency translation and acquisitions, core sales declined 3 percent in the second quarter. Second quarter 2017 earnings per diluted share from continuing operations ("EPS") were $0.37 compared to $0.73 in the second quarter of 2016. On an adjusted basis, the company reported EPS of $1.00 compared to $0.88 in the second quarter of 2016. Segment income, adjusted net income, free cash flow, and adjusted EPS are described in the attached schedules.
Second quarter 2017 operating income was $213 million, up 5 percent compared to operating income for the second quarter of 2016, and return on sales ("ROS") was 16.8 percent, an increase of 120 basis points when compared to the second quarter of 2016. On an adjusted basis, the company reported segment income of $255 million for the second quarter, up 6 percent compared to segment income for the second quarter of 2016, and ROS was 20.2 percent, an increase of 170 basis points when compared to the second quarter of 2016.
Net cash provided by operating activities of continuing operations was $300 million and free cash flow from continuing operations was $289 million for the quarter. The company is targeting to deliver full year free cash flow of approximately 100 percent of adjusted net income.
Pentair paid dividends of $0.345 per share in the second quarter of 2017. Pentair previously announced on December 8, 2016 that its Board of Directors approved a 3 percent increase in the company's regular annual cash dividend rate for 2017 to $1.38 from $1.34. 2017 marks the 41st consecutive year that Pentair has increased its dividend.
"Our second quarter results saw both of our businesses continue to build momentum driven by strength in our Residential, Commercial, and short cycle Industrial businesses," said Randall J. Hogan, Pentair Chairman and Chief Executive Officer. "We have made significant progress on our productivity actions as evidenced by the robust margin expansion we delivered for the second consecutive quarter. With the completion of the sale of our Valves & Controls business, our balance sheet is significantly strengthened, and we remain disciplined in our capital allocation strategy. Significant work is underway on all activities leading to the separation of our Water and Electrical businesses, which remains on track to be completed in the second quarter of 2018."

OUTLOOK
The company updates its estimated 2017 GAAP EPS to approximately $2.47 and on an adjusted EPS basis to approximately $3.50. The company anticipates full year 2017 sales of $4.9 billion, or approximately flat on a reported and core basis. The company is targeting to deliver full year free cash flow of approximately 100 percent of adjusted net income.

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In addition, the company introduces third quarter 2017 GAAP EPS guidance range of $0.80 to $0.82 and, on an adjusted EPS basis, a range of $0.91 to $0.93, up approximately 18% on an adjusted EPS basis versus the same quarter last year. The company expects third quarter revenue to be approximately $1.22 billion, which would be up approximately 1 percent on a reported and core basis compared to third quarter 2016 revenue.

EARNINGS CONFERENCE CALL
Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the company's performance, second quarter and first half, respectively, 2017 results on a two-way conference call with investors at 8:00 a.m. Eastern today. A live audio webcast of the call, along with the related presentation, can be accessed in the Investors section of the company's website, www.pentair.com, shortly before the call begins. Reconciliations of non-GAAP financial measures are set forth in the attachments to this release and in the presentation, both of which can be found on Pentair's website. The webcast and presentation will be archived at the company's website following the conclusion of the event.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "should," "would," "positioned," "strategy," "future" or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the ability to satisfy the necessary conditions to consummate the planned separation of our Water business and Electrical business into two independent, publicly-traded companies (the "Proposed Separation") on a timely basis or at all; the ability to successfully separate the Water and Electrical businesses and realize the anticipated benefits from the Proposed Separation; adverse effects on the Water and Electrical business operations or financial results and the market price of our shares as a result of the announcement or consummation of the Proposed Separation; unanticipated transaction expenses, such as litigation or legal settlement expenses; failure to obtain tax rulings or changes in tax laws; changes in capital market conditions; the impact of the Proposed Separation on our employees, customers and suppliers; overall global economic and business conditions impacting the Water and Electrical businesses; future opportunities that our board may determine present greater potential to increase shareholder value; the ability of the Water and Electrical businesses to operate independently following the Proposed Separation; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions; competition and pricing pressures in the markets we serve; the strength of housing and related markets; volatility in currency exchange rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; increased risks associated with operating foreign businesses; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. All forward-looking statements speak only as of the date of this press release. Pentair plc assumes no obligation, and disclaims any obligation, to update the information contained in this press release.

ABOUT PENTAIR PLC
Pentair plc (NYSE: PNR) is a global company dedicated to building a safer, more sustainable world. Pentair delivers industry leading products, services and solutions that help people make the best use of the resources they rely on most. Its technology moves the world forward by ensuring that water is plentiful, useful and pure, and that critical equipment and those near it are protected. With 2016 revenues of $4.9 billion, Pentair employs approximately 19,000 people worldwide. To learn more, visit www.pentair.com.

PENTAIR CONTACTS:
Jim Lucas                                 Rebecca Osborn
Vice President, Investor Relations                        Senior Manager, External Communications
Direct: 763-656-5575                            Direct: 763-656-5589
Email: jim.lucas@pentair.com                        Email: rebecca.osborn@pentair.com

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Pentair plc and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
 
 
 
 
 
 
 
Three months ended
 
Six months ended
In millions, except per-share data
June 30,
2017
June 30,
2016
 
June 30,
2017
June 30,
2016
Net sales
$
1,265.3

$
1,301.2

 
$
2,448.8

$
2,491.2

Cost of goods sold
782.1

819.4

 
1,543.3

1,578.1

Gross profit
483.2

481.8

 
905.5

913.1

% of net sales
38.2
%
37.0
%
 
37.0
%
36.7
%
Selling, general and administrative
241.7

249.7

 
495.6

499.8

% of net sales
19.1
%
19.2
%
 
20.2
%
20.1
%
Research and development
28.7

28.7

 
58.7

57.2

% of net sales
2.3
%
2.2
%
 
2.4
%
2.3
%
Operating income
212.8

203.4

 
351.2

356.1

% of net sales
16.8
%
15.6
%
 
14.3
%
14.3
%
Other (income) expense:
 
 
 
 
 
Equity income of unconsolidated subsidiaries
(0.4
)
(1.1
)
 
(0.6
)
(1.5
)
Loss on early extinguishment of debt
101.4


 
101.4


Net interest expense
25.3

35.4

 
60.3

71.6

% of net sales
2.0
%
2.7
%
 
2.5
%
2.9
%
Income from continuing operations before income taxes
86.5

169.1

 
190.1

286.0

Provision for income taxes
18.2

36.4

 
41.1

61.5

Effective tax rate
21.0
%
21.5
%
 
21.6
%
21.5
%
Net income from continuing operations
68.3

132.7

 
149.0

224.5

(Loss) income from discontinued operations, net of tax
(5.2
)
10.1

 
1.9

25.7

Gain from sale of discontinued operations, net of tax
200.6


 
200.6


Net income
$
263.7

$
142.8

 
$
351.5

$
250.2

Earnings per ordinary share
 
 
 
 
 
Basic
 
 
 
 
 
Continuing operations
$
0.37

$
0.73

 
$
0.82

$
1.24

Discontinued operations
1.08

0.06

 
1.11

0.14

Basic earnings per ordinary share
$
1.45

$
0.79

 
$
1.93

$
1.38

Diluted
 
 
 
 
 
Continuing operations
$
0.37

$
0.73

 
$
0.81

$
1.23

Discontinued operations
1.06

0.05

 
1.10

0.14

Diluted earnings per ordinary share
$
1.43

$
0.78

 
$
1.91

$
1.37

Weighted average ordinary shares outstanding
 
 
 
 
 
Basic
181.7

180.9

 
181.9

180.8

Diluted
183.8

183.0

 
183.9

182.8

Cash dividends paid per ordinary share
$
0.345

$
0.33

 
$
0.69

$
0.66



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Pentair plc and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
 
 
 
 
June 30,
2017
December 31,
2016
In millions
Assets
Current assets
 
 
Cash and cash equivalents
$
177.8

$
238.5

Accounts and notes receivable, net
764.5

764.0

Inventories
565.4

524.2

Other current assets
247.1

253.4

Current assets held for sale

891.9

Total current assets
1,754.8

2,672.0

Property, plant and equipment, net
550.9

538.6

Other assets
 
 
Goodwill
4,314.2

4,217.4

Intangibles, net
1,624.3

1,631.8

Other non-current assets
424.9

182.1

Non-current assets held for sale

2,292.9

Total other assets
6,363.4

8,324.2

Total assets
$
8,669.1

$
11,534.8

Liabilities and Equity
Current liabilities
 
 
Current maturities of long-term debt and short-term borrowings
$
0.3

$
0.8

Accounts payable
407.8

436.6

Employee compensation and benefits
143.8

166.1

Other current liabilities
496.5

511.5

Current liabilities held for sale

356.2

Total current liabilities
1,048.4

1,471.2

Other liabilities
 
 
Long-term debt
1,698.9

4,278.4

Pension and other post-retirement compensation and benefits
268.4

253.4

Deferred tax liabilities
546.5

609.5

Other non-current liabilities
203.4

162.0

Non-current liabilities held for sale

505.9

Total liabilities
3,765.6

7,280.4

Equity
4,903.5

4,254.4

Total liabilities and equity
$
8,669.1

$
11,534.8


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Pentair plc and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
 
Six months ended
In millions
June 30,
2017
June 30,
2016
Operating activities
 
 
Net income
$
351.5

$
250.2

Income from discontinued operations, net of tax
(1.9
)
(25.7
)
Gain from sale of discontinued operations, net of tax
(200.6
)

Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities of continuing operations
 
 
Equity income of unconsolidated subsidiaries
(0.6
)
(1.5
)
Depreciation
42.0

43.5

Amortization
48.6

48.5

Deferred income taxes
(16.7
)
(26.3
)
Share-based compensation
26.0

22.3

Loss on early extinguishment of debt
101.4


Excess tax benefits from share-based compensation

(3.2
)
Gain on sale of assets

(0.7
)
Changes in assets and liabilities, net of effects of business acquisitions
 
 
Accounts and notes receivable
28.5

78.1

Inventories
(21.3
)
8.9

Other current assets
(10.2
)
(68.0
)
Accounts payable
(46.8
)
(31.5
)
Employee compensation and benefits
(30.7
)
(12.1
)
Other current liabilities
(49.5
)
50.7

Other non-current assets and liabilities
(8.8
)
(12.3
)
Net cash provided by (used for) operating activities of continuing operations
210.9

320.9

Net cash provided by (used for) operating activities of discontinued operations
(55.6
)
48.6

Net cash provided by (used for) operating activities
155.3

369.5

Investing activities
 
 
Capital expenditures
(37.6
)
(64.0
)
Proceeds from sale of property and equipment
3.8

7.6

Proceeds from sale of businesses, net
2,765.6


Acquisitions, net of cash acquired
(59.5
)

Other

(3.7
)
Net cash provided by (used for) investing activities of continuing operations
2,672.3

(60.1
)
Net cash provided by (used for) investing activities of discontinued operations
(6.5
)
(8.0
)
Net cash provided by (used for) investing activities
2,665.8

(68.1
)
Financing activities
 
 
Net repayments of short-term borrowings
(0.5
)

Net repayments of commercial paper and revolving long-term debt
(975.5
)
(139.8
)
Repayments of long-term debt
(1,659.3
)
(0.7
)
Premium paid on early extinguishment of debt
(94.9
)

Excess tax benefits from share-based compensation

3.2

Shares issued to employees, net of shares withheld
29.5

8.3

Repurchases of ordinary shares
(100.0
)

Dividends paid
(126.1
)
(119.7
)
Net cash provided by (used for) financing activities
(2,926.8
)
(248.7
)
Effect of exchange rate changes on cash and cash equivalents
45.0

(5.7
)
Change in cash and cash equivalents
(60.7
)
47.0

Cash and cash equivalents, beginning of year
238.5

126.3

Cash and cash equivalents, end of year
$
177.8

$
173.3

 
 
 

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Pentair plc and Subsidiaries
Reconciliation of the GAAP operating activities cash flow to the non-GAAP free cash flow (Unaudited)
 
 
Six months ended
In millions
June 30,
2017
June 30,
2016
Net cash provided by (used for) operating activities of continuing operations
$
210.9

$
320.9

Capital expenditures
(37.6
)
(64.0
)
Proceeds from sale of property and equipment
3.8

7.6

Free cash flow from continuing operations
$
177.1

$
264.5

Net cash provided by (used for) operating activities of discontinued operations
(55.6
)
48.6

Capital expenditures of discontinued operations
(6.8
)
(10.6
)
Proceeds from sale of property and equipment of discontinued operations
0.3

1.9

Free cash flow
$
115.0

$
304.4



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Pentair plc and Subsidiaries
Supplemental Financial Information by Reportable Segment (Unaudited)
 
 
 
 
 
 
 
 
 
2017
 
2016
In millions
First
Quarter
Second
Quarter
Six
Months
 
First
Quarter
Second Quarter
Six
Months
Net sales
 
 
 
 
 
 
 
Water
$
682.9

$
753.7

$
1,436.6

 
$
665.7

$
761.7

$
1,427.4

Electrical
502.2

513.2

1,015.4

 
524.6

540.6

1,065.2

Other
(1.6
)
(1.6
)
(3.2
)
 
(0.3
)
(1.1
)
(1.4
)
Consolidated
$
1,183.5

$
1,265.3

$
2,448.8

 
$
1,190.0

$
1,301.2

$
2,491.2

Segment income (loss)
 


 



Water
$
116.0

$
161.0

$
277.0

 
$
101.2

$
153.6

$
254.8

Electrical
103.5

112.8

216.3

 
112.8

111.6

224.4

Other
(36.0
)
(18.6
)
(54.6
)
 
(36.1
)
(24.2
)
(60.3
)
Consolidated
$
183.5

$
255.2

$
438.7

 
$
177.9

$
241.0

$
418.9

Return on sales
 
 
 
 
 
 
 
Water
17.0
%
21.4
%
19.3
%
 
15.2
%
20.2
%
17.9
%
Electrical
20.6
%
22.0
%
21.3
%
 
21.5
%
20.6
%
21.1
%
Consolidated
15.5
%
20.2
%
17.9
%
 
14.9
%
18.5
%
16.8
%


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Pentair plc and Subsidiaries
Reconciliation of the GAAP year ended December 31, 2017 to the non-GAAP
excluding the effect of 2017 adjustments (Unaudited)
 
 
 
 
 
 
 
 
 
Actual
 
Forecast
In millions, except per-share data
First
Quarter
Second
Quarter
 
Third
Quarter
Full
Year
Total Pentair
 
 
 
 
 
 
 
Net sales
$
1,183.5

$
1,265.3

 
approx
$
1,220

approx
$
4,900

Operating income
138.4

212.8

 
approx
202

approx
752

% of net sales
11.7
%
16.8
%
 
approx
17
%
approx
15
%
Adjustments:


 
 
 
 
 
 
Restructuring and other
20.9

17.4

 
approx

approx
38

Intangible amortization
24.0

24.6

 
approx
25

approx
99

Equity income of unconsolidated subsidiaries
0.2

0.4

 
approx

approx
1

Segment income
183.5

255.2

 
approx
227

approx
890

% of net sales
15.5
%
20.2
%
 
approx
19
%
approx
18
%
Net income from continuing operations—as reported
80.7

68.3

 
approx
151

approx
454

Adjustments to operating income
44.9

42.0

 
approx
25

approx
137

Loss on early extinguishment of debt

101.4

 
approx

approx
101

Income tax adjustments
(6.9
)
(27.8
)
 
approx
(5
)
approx
(48
)
Net income from continuing operations—as adjusted
$
118.7

$
183.9

 
approx
$
171

approx
$
644

Continuing earnings per ordinary share—diluted


 
 
 
 
 
 
Diluted earnings per ordinary share—as reported
$
0.44

$
0.37

 
approx
$0.80 - $0.82

approx
$
2.47

Adjustments
0.21

0.63

 
approx
0.11

approx
1.03

Diluted earnings per ordinary share—as adjusted
$
0.65

$
1.00

 
approx
$0.91 - $0.93

approx
$
3.50



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Pentair plc and Subsidiaries
Reconciliation of Net Sales Growth to Core Net Sales Growth by Strategic Business Group
For the Quarter Ending June 30, 2017
 
 
Q2 Net Sales Growth
 
Core
Currency
Acq. / Div.
Total
Water
(1.9
)%
(0.5
)%
1.3
%
(1.1
)%
Filtration & Process
(3.1
)%
(0.8
)%
3.4
%
(0.5
)%
Flow Technologies
(4.2
)%
(0.7
)%
%
(4.9
)%
Aquatic & Environmental Systems
1.3
 %
 %
0.4
%
1.7
 %
Electrical
(4.7
)%
(1.2
)%
0.8
%
(5.1
)%
Enclosures
(0.9
)%
(0.8
)%
%
(1.7
)%
Thermal Management
(11.6
)%
(2.0
)%
%
(13.6
)%
Electrical & Fastening Solutions
(3.3
)%
(0.7
)%
3.1
%
(0.9
)%
Total Pentair
(3.1
)%
(0.8
)%
1.1
%
(2.8
)%






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Pentair plc and Subsidiaries
Reconciliation of the GAAP year ended December 31, 2016 to the non-GAAP
excluding the effect of 2016 adjustments (Unaudited)
 
 
 
 
 
 
 
In millions, except per-share data
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
 
Full
Year
Total Pentair
 
 
 
 
 
 
Net sales
$
1,190.0

$
1,301.2

$
1,210.7

$
1,188.1

 
$
4,890.0

Operating income
152.7

203.4

182.8

161.8

 
700.7

% of net sales
12.8
%
15.6
%
15.1
%
13.6
%
 
14.3
%
Adjustments:
 
 
 
 
 
 
Restructuring and other
0.6

12.2

8.1

(0.3
)
 
20.6

Pension and other post-retirement mark-to-market loss



4.2

 
4.2

Intangible amortization
24.2

24.3

24.1

23.8

 
96.4

Tradename impairment



13.3

 
13.3

Equity income of unconsolidated subsidiaries
0.4

1.1

1.2

1.6

 
4.3

Segment income
177.9

241.0

216.2

204.4

 
839.5

% of net sales
15.0
%
18.5
%
17.9
%
17.2
%
 
17.2
%
Net income from continuing operations—as reported
91.8

132.7

117.5

109.6

 
451.6

Loss on sale of businesses



3.9

 
3.9

Adjustments to operating income
24.8

36.5

32.2

41.0

 
134.5

Income tax adjustments
(5.4
)
(7.9
)
(7.0
)
(10.7
)
 
(31.0
)
Net income from continuing operations—as adjusted
$
111.2

$
161.3

$
142.7

$
143.8

 
$
559.0

Continuing earnings per ordinary share—diluted
 
 
 
 
 
 
Diluted earnings per ordinary share—as reported
$
0.50

$
0.73

$
0.64

$
0.60

 
$
2.47

Adjustments
0.11

0.15

0.14

0.18

 
0.58

Diluted earnings per ordinary share—as adjusted
$
0.61

$
0.88

$
0.78

$
0.78

 
$
3.05