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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pentair Inc | NYSE:PNR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 79.09 | 0 | 01:00:00 |
Ireland | 98-1141328 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification number) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(a) | Financial Statements of Businesses Acquired |
(b) | Pro Forma Financial Information |
(c) | Shell Company Transactions |
(d) | Exhibits |
Exhibit | Description | |
99.1 | Pentair plc press release dated April 21, 2015 announcing earnings results for the first quarter of 2015. |
PENTAIR PLC | ||
Registrant | ||
By | /s/ John L. Stauch | |
John L. Stauch | ||
Executive Vice President and Chief Financial Officer |
Exhibit Number | Description | |
99.1 | Pentair plc press release dated April 21, 2015 announcing earnings results for the first quarter of 2015. |
• | First quarter sales of $1.5 billion. Total sales declined 10 percent consisting of a 4 percent decline in core sales and negative FX translation of 6 percent. |
• | EPS declined 8 percent to $0.65 and adjusted operating margins declined 60 basis points to 11.6 percent compared to first quarter 2014 adjusted results. |
• | Free cash flow usage of $159 million in the quarter and the company expects to deliver full year free cash flow greater than 120 percent of net income. |
• | The company updates 2015 adjusted EPS guidance to approximately $3.80 from a range of $4.10 - $4.25. |
• | Core sales in the Energy vertical, which accounted for approximately 60 percent of Valves & Controls revenue in the quarter, decreased 12 percent. Core sales to the oil & gas industry were down 11 percent while core sales to the power industry decreased 6 percent. Core sales to the mining industry decreased 26 percent. |
• | Core sales in the Industrial vertical, which accounted for approximately 40 percent of Valves & Controls revenue in the quarter, decreased 10 percent. |
• | Core sales in the Residential & Commercial vertical, which accounted for approximately 35 percent of Flow & Filtration Solutions revenue in the quarter, decreased 11 percent. |
• | Core sales in the Food & Beverage vertical, which accounted for approximately 30 percent of Flow & Filtration Solutions revenue in the quarter, decreased 2 percent. |
• | Core sales in the Infrastructure vertical, which accounted for approximately 15 percent of Flow & Filtration Solutions revenue in the quarter, decreased 14 percent. |
• | Core sales in the Industrial vertical, which accounted for approximately 15 percent of Flow & Filtration Solutions revenue in the quarter, decreased 1 percent. |
• | Core sales in the Residential & Commercial vertical, which accounted for approximately 80 percent of Water Quality Systems revenue in the quarter, increased 3 percent. |
• | Core sales in the Food & Beverage vertical, which accounted for approximately 20 percent of Water Quality Systems revenue in the quarter, increased 11 percent. |
• | Core sales in the Industrial vertical, which accounted for approximately 45 percent of Technical Solutions revenue in the quarter, were flat. |
• | Core sales in the Energy vertical, which accounted for approximately 25 percent of Technical Solutions revenue in the quarter, increased 2 percent. |
• | Core sales in the Residential & Commercial vertical, which accounted for approximately 15 percent of Technical Solutions revenue in the quarter, increased 7 percent. |
• | Core sales in the Infrastructure vertical, which accounted for approximately 15 percent of Technical Solutions revenue in the quarter, increased 2 percent. |
Pentair plc and Subsidiaries | ||||||
Condensed Consolidated Statements of Operations (Unaudited) | ||||||
Three months ended | ||||||
In millions, except per-share data | March 28, 2015 | March 29, 2014 | ||||
Net sales | $ | 1,475.0 | $ | 1,644.0 | ||
Cost of goods sold | 964.8 | 1,079.9 | ||||
Gross profit | 510.2 | 564.1 | ||||
% of net sales | 34.6 | % | 34.3 | % | ||
Selling, general and administrative | 309.2 | 352.5 | ||||
% of net sales | 21.0 | % | 21.4 | % | ||
Research and development | 29.8 | 29.5 | ||||
% of net sales | 2.0 | % | 1.8 | % | ||
Operating income | 171.2 | 182.1 | ||||
% of net sales | 11.6 | % | 11.1 | % | ||
Other (income) expense: | ||||||
Equity income of unconsolidated subsidiaries | (0.5 | ) | (0.3 | ) | ||
Net interest expense | 18.2 | 16.1 | ||||
% of net sales | 1.2 | % | 1.0 | % | ||
Income from continuing operations before income taxes | 153.5 | 166.3 | ||||
Provision for income taxes | 35.3 | 40.8 | ||||
Effective tax rate | 23.0 | % | 24.5 | % | ||
Net income from continuing operations | 118.2 | 125.5 | ||||
Loss from discontinued operations, net of tax | (4.3 | ) | (1.3 | ) | ||
Loss from sale / impairment of discontinued operations, net of tax | — | (5.6 | ) | |||
Net income | $ | 113.9 | $ | 118.6 | ||
Earnings (loss) per ordinary share | ||||||
Basic | ||||||
Continuing operations | $ | 0.66 | $ | 0.64 | ||
Discontinued operations | (0.03 | ) | (0.04 | ) | ||
Basic earnings per ordinary share | $ | 0.63 | $ | 0.60 | ||
Diluted | ||||||
Continuing operations | $ | 0.65 | $ | 0.63 | ||
Discontinued operations | (0.03 | ) | (0.04 | ) | ||
Diluted earnings per ordinary share | $ | 0.62 | $ | 0.59 | ||
Weighted average ordinary shares outstanding | ||||||
Basic | 180.1 | 196.2 | ||||
Diluted | 182.7 | 199.7 | ||||
Cash dividends paid per ordinary share | $ | 0.32 | $ | 0.25 |
Pentair plc and Subsidiaries | ||||||
Condensed Consolidated Balance Sheets (Unaudited) | ||||||
March 28, 2015 | December 31, 2014 | |||||
In millions | ||||||
Assets | ||||||
Current assets | ||||||
Cash and cash equivalents | $ | 131.1 | $ | 110.4 | ||
Accounts and notes receivable, net | 1,247.5 | 1,205.9 | ||||
Inventories | 1,177.0 | 1,130.4 | ||||
Other current assets | 412.5 | 366.8 | ||||
Current assets held for sale | 8.8 | 80.6 | ||||
Total current assets | 2,976.9 | 2,894.1 | ||||
Property, plant and equipment, net | 915.4 | 950.0 | ||||
Other assets | ||||||
Goodwill | 4,671.8 | 4,741.9 | ||||
Intangibles, net | 1,559.1 | 1,608.1 | ||||
Other non-current assets | 420.3 | 436.2 | ||||
Non-current assets held for sale | 25.9 | 24.9 | ||||
Total other assets | 6,677.1 | 6,811.1 | ||||
Total assets | $ | 10,569.4 | $ | 10,655.2 | ||
Liabilities and Equity | ||||||
Current liabilities | ||||||
Current maturities of long-term debt and short-term borrowings | $ | 5.6 | $ | 6.7 | ||
Accounts payable | 504.9 | 583.1 | ||||
Employee compensation and benefits | 254.9 | 305.5 | ||||
Other current liabilities | 654.2 | 709.1 | ||||
Current liabilities held for sale | 11.5 | 35.1 | ||||
Total current liabilities | 1,431.1 | 1,639.5 | ||||
Other liabilities | ||||||
Long-term debt | 3,403.4 | 2,997.4 | ||||
Pension and other post-retirement compensation and benefits | 300.9 | 322.0 | ||||
Deferred tax liabilities | 516.3 | 528.3 | ||||
Other non-current liabilities | 490.4 | 497.7 | ||||
Non-current liabilities held for sale | 4.0 | 6.5 | ||||
Total liabilities | 6,146.1 | 5,991.4 | ||||
Equity | 4,423.3 | 4,663.8 | ||||
Total liabilities and equity | $ | 10,569.4 | $ | 10,655.2 |
Pentair plc and Subsidiaries | ||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||||
Three months ended | ||||||
In millions | March 28, 2015 | March 29, 2014 | ||||
Operating activities | ||||||
Net income | $ | 113.9 | $ | 118.6 | ||
Loss from discontinued operations, net of tax | 4.3 | 1.3 | ||||
Loss from sale / impairment of discontinued operations, net of tax | — | 5.6 | ||||
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 | (0.5 | ) | (0.3 | ) | ||
Depreciation | 32.4 | 34.8 | ||||
Amortization | 27.6 | 28.5 | ||||
Deferred income taxes | 5.7 | (1.4 | ) | |||
Share-based compensation | 9.7 | 7.4 | ||||
Excess tax benefits from share-based compensation | (2.8 | ) | (6.1 | ) | ||
Loss (gain) on sale of assets | (1.2 | ) | 0.3 | |||
Changes in assets and liabilities, net of effects of business acquisitions | ||||||
Accounts and notes receivable | (85.8 | ) | (76.9 | ) | ||
Inventories | (88.2 | ) | (34.5 | ) | ||
Other current assets | (71.0 | ) | (32.2 | ) | ||
Accounts payable | (60.2 | ) | (35.7 | ) | ||
Employee compensation and benefits | (33.7 | ) | (49.3 | ) | ||
Other current liabilities | 38.8 | 33.4 | ||||
Other non-current assets and liabilities | (15.2 | ) | (6.2 | ) | ||
Net cash provided by (used for) operating activities of continuing operations | (126.2 | ) | (12.7 | ) | ||
Net cash provided by (used for) operating activities of discontinued operations | (7.0 | ) | 15.2 | |||
Net cash provided by (used for) operating activities | (133.2 | ) | 2.5 | |||
Investing activities | ||||||
Capital expenditures | (34.8 | ) | (27.2 | ) | ||
Proceeds from sale of property and equipment | 2.3 | 0.4 | ||||
Acquisitions, net of cash acquired | (3.0 | ) | — | |||
Other | — | (0.5 | ) | |||
Net cash provided by (used for) investing activities of continuing operations | (35.5 | ) | (27.3 | ) | ||
Net cash provided by (used for) investing activities of discontinued operations | 54.9 | — | ||||
Net cash provided by (used for) investing activities | 19.4 | (27.3 | ) | |||
Financing activities | ||||||
Net receipts of short-term borrowings | — | 0.3 | ||||
Net receipts of commercial paper and revolving long-term debt | 406.0 | 381.9 | ||||
Repayments of long-term debt | (0.4 | ) | (0.9 | ) | ||
Excess tax benefits from share-based compensation | 2.8 | 6.1 | ||||
Shares issued to employees, net of shares withheld | 8.7 | 24.0 | ||||
Repurchases of ordinary shares | (200.0 | ) | (252.2 | ) | ||
Dividends paid | (57.5 | ) | (49.2 | ) | ||
Purchase of noncontrolling interest | — | (134.7 | ) | |||
Net cash provided by (used for) financing activities | 159.6 | (24.7 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (25.1 | ) | (2.6 | ) | ||
Change in cash and cash equivalents | 20.7 | (52.1 | ) | |||
Cash and cash equivalents, beginning of period | 110.4 | 256.0 | ||||
Cash and cash equivalents, end of period | $ | 131.1 | $ | 203.9 | ||
Free cash flow | ||||||
Net cash provided by (used for) operating activities of continuing operations | $ | (126.2 | ) | $ | (12.7 | ) |
Capital expenditures | (34.8 | ) | (27.2 | ) | ||
Proceeds from sale of property and equipment | 2.3 | 0.4 | ||||
Free cash flow | $ | (158.7 | ) | $ | (39.5 | ) |
Pentair plc and Subsidiaries | |||||||
Supplemental Financial Information by Reportable Segment (Unaudited) | |||||||
2015 | 2014 | ||||||
In millions | First Quarter | First Quarter | |||||
Net sales | |||||||
Valves & Controls | $ | 429.2 | $ | 531.0 | |||
Flow & Filtration Solutions | 350.1 | 401.1 | |||||
Water Quality Systems | 306.9 | 304.0 | |||||
Technical Solutions | 395.8 | 415.3 | |||||
Other | (7.0 | ) | (7.4 | ) | |||
Consolidated | $ | 1,475.0 | $ | 1,644.0 | |||
Segment income (loss) | |||||||
Valves & Controls | $ | 42.0 | $ | 60.9 | |||
Flow & Filtration Solutions | 29.1 | 34.7 | |||||
Water Quality Systems | 49.3 | 47.7 | |||||
Technical Solutions | 72.7 | 79.0 | |||||
Other | (21.9 | ) | (21.7 | ) | |||
Consolidated | $ | 171.2 | $ | 200.6 | |||
Segment income as a percent of net sales | |||||||
Valves & Controls | 9.8 | % | 11.5 | % | |||
Flow & Filtration Solutions | 8.3 | % | 8.7 | % | |||
Water Quality Systems | 16.1 | % | 15.7 | % | |||
Technical Solutions | 18.4 | % | 19.1 | % | |||
Consolidated | 11.6 | % | 12.2 | % |
Pentair plc and Subsidiaries | |||||||||||||
Reconciliation of the GAAP “As Reported” year ended December 31, 2015 to the “Adjusted” non-GAAP | |||||||||||||
excluding the effect of 2015 adjustments (Unaudited) | |||||||||||||
Actual | Forecast | ||||||||||||
In millions, except per-share data | First Quarter | Second Quarter | Full Year | ||||||||||
Total Pentair | |||||||||||||
Net sales | $ | 1,475.0 | approx | $ | 1,640 | approx | $ | 6,470 | |||||
Operating income—as reported | 171.2 | approx | 207 | approx | 913 | ||||||||
% of net sales | 11.6 | % | approx | 12.6 | % | approx | 14.1 | % | |||||
Adjustments: | |||||||||||||
Restructuring and other | — | approx | 40 | approx | 60 | ||||||||
Operating income—as adjusted | 171.2 | approx | 247 | approx | 973 | ||||||||
% of net sales | 11.6 | % | approx | 15.1 | % | approx | 15.0 | % | |||||
Net income from continuing operations—as reported | 118.2 | approx | 144 | approx | 647 | ||||||||
Adjustments, net of tax | — | approx | 31 | approx | 46 | ||||||||
Net income from continuing operations—as adjusted | $ | 118.2 | approx | 175 | approx | $ | 693 | ||||||
Continuing earnings per ordinary share—diluted | |||||||||||||
Diluted earnings per ordinary share—as reported | $ | 0.65 | approx | $ 0.78 - 0.79 | approx | $ | 3.55 | ||||||
Adjustments | — | approx | 0.17 | approx | 0.25 | ||||||||
Diluted earnings per ordinary share—as adjusted | $ | 0.65 | approx | $ 0.95 - 0.96 | approx | $ | 3.80 |
Pentair plc and Subsidiaries | ||||||||
Reconciliation of Net Sales Growth to Core Net Sales Growth by Vertical | ||||||||
for the quarter ending March 28, 2015 (Unaudited) | ||||||||
Q1 Net Sales Growth | ||||||||
Core | Currency | Acq./ Div. | Total | |||||
Valves & Controls | (11.1 | )% | (8.1 | )% | — | % | (19.2 | )% |
Industrial | (9.7 | )% | (6.2 | )% | — | % | (15.9 | )% |
Energy | (12.0 | )% | (9.3 | )% | — | % | (21.3 | )% |
Flow & Filtration Solutions | (6.5 | )% | (6.2 | )% | — | % | (12.7 | )% |
Industrial | (0.6 | )% | (3.8 | )% | — | % | (4.4 | )% |
Residential & Commercial | (11.3 | )% | (7.1 | )% | — | % | (18.4 | )% |
Food & Beverage | (1.6 | )% | (8.8 | )% | — | % | (10.4 | )% |
Infrastructure | (13.7 | )% | (2.5 | )% | — | % | (16.2 | )% |
Water Quality Systems | 4.1 | % | (3.2 | )% | — | % | 0.9 | % |
Residential & Commercial | 3.2 | % | (2.9 | )% | — | % | 0.3 | % |
Food & Beverage | 11.5 | % | (3.9 | )% | — | % | 7.6 | % |
Technical Solutions | 1.5 | % | (6.2 | )% | — | % | (4.7 | )% |
Industrial | (0.2 | )% | (6.5 | )% | — | % | (6.7 | )% |
Residential & Commercial | 7.0 | % | (8.2 | )% | — | % | (1.2 | )% |
Energy | 1.8 | % | (4.5 | )% | — | % | (2.7 | )% |
Infrastructure | 2.1 | % | (6.5 | )% | — | % | (4.4 | )% |
Total Pentair | (4.0 | )% | (6.3 | )% | — | % | (10.3 | )% |
Industrial | (4.6 | )% | (6.0 | )% | — | % | (10.6 | )% |
Residential & Commercial | (0.8 | )% | (4.9 | )% | — | % | (5.7 | )% |
Energy | (8.9 | )% | (7.9 | )% | — | % | (16.8 | )% |
Food & Beverage | 2.5 | % | (7.1 | )% | — | % | (4.6 | )% |
Infrastructure | (5.3 | )% | (4.6 | )% | — | % | (9.9 | )% |
Pentair plc and Subsidiaries | ||||||||||||||||
Reconciliation of the GAAP “As Reported” year ended December 31, 2014 to the “Adjusted” non-GAAP | ||||||||||||||||
excluding the effect of 2014 adjustments (Unaudited) | ||||||||||||||||
In millions, except per-share data | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Full Year | |||||||||||
Total Pentair | ||||||||||||||||
Net sales | $ | 1,644.0 | $ | 1,834.1 | $ | 1,758.4 | $ | 1,802.5 | $ | 7,039.0 | ||||||
Operating income—as reported | 182.1 | 226.4 | 267.4 | 176.0 | 851.9 | |||||||||||
% of net sales | 11.1 | % | 12.3 | % | 15.2 | % | 9.8 | % | 12.1 | % | ||||||
Adjustments: | ||||||||||||||||
Restructuring and other | 17.0 | 44.1 | — | 48.5 | 109.6 | |||||||||||
Pension and other post-retirement mark-to-market loss | — | — | — | 49.9 | 49.9 | |||||||||||
Redomicile related expenses | 1.5 | 8.8 | — | — | 10.3 | |||||||||||
Operating income—as adjusted | 200.6 | 279.3 | 267.4 | 274.4 | 1,021.7 | |||||||||||
% of net sales | 12.2 | % | 15.2 | % | 15.2 | % | 15.2 | % | 14.5 | % | ||||||
Net income from continuing operations—as reported | 125.5 | 159.2 | 192.5 | 129.8 | 607.0 | |||||||||||
Adjustments, net of tax | 16.4 | 41.5 | — | 66.8 | 124.7 | |||||||||||
Net income from continuing operations—as adjusted | $ | 141.9 | $ | 200.7 | $ | 192.5 | $ | 196.6 | $ | 731.7 | ||||||
Continuing earnings per ordinary share—diluted | ||||||||||||||||
Diluted earnings per ordinary share—as reported | $ | 0.63 | $ | 0.81 | $ | 1.00 | $ | 0.70 | $ | 3.14 | ||||||
Adjustments | 0.08 | 0.21 | — | 0.36 | 0.64 | |||||||||||
Diluted earnings per ordinary share—as adjusted | $ | 0.71 | $ | 1.02 | $ | 1.00 | $ | 1.06 | $ | 3.78 |
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