
001-39054 | 83-2206728 |
(Commission File Number) | (IRS Employer Identification No.) |
200 S. Kraemer Blvd., Building E | 92821 | |
Brea, | California | |
(Address of Principal Executive Offices) | (Zip Code) | |
☐ | 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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, $0.01 par value | NVST | New York Stock Exchange | ||
Exhibit No. | Description | |
ENVISTA HOLDINGS CORPORATION | ||
Date: July 30, 2020 | By: | /s/ Howard H. Yu |
Howard H. Yu | ||
Senior Vice President and Chief Financial Officer | ||

Three Months Ended | Six Months Ended | ||||||||||||||
July 3, 2020 | June 28, 2019 | July 3, 2020 | June 28, 2019 | ||||||||||||
Sales | $ | 362.0 | $ | 712.1 | $ | 909.2 | $ | 1,371.8 | |||||||
Cost of sales | 211.5 | 318.5 | 480.3 | 615.1 | |||||||||||
Gross profit | 150.5 | 393.6 | 428.9 | 756.7 | |||||||||||
Operating expenses: | |||||||||||||||
Selling, general and administrative | 241.9 | 278.0 | 510.6 | 552.9 | |||||||||||
Research and development | 16.5 | 39.7 | 51.2 | 83.0 | |||||||||||
Operating (loss) profit | (107.9 | ) | 75.9 | (132.9 | ) | 120.8 | |||||||||
Nonoperating income (expense): | |||||||||||||||
Other income | 0.1 | 1.3 | 0.2 | 1.4 | |||||||||||
Interest expense, net | (14.5 | ) | — | (17.8 | ) | — | |||||||||
(Loss) income before income taxes | (122.3 | ) | 77.2 | (150.5 | ) | 122.2 | |||||||||
Income tax (benefit) expense | (28.8 | ) | 15.7 | (39.8 | ) | 22.8 | |||||||||
Net (loss) income | $ | (93.5 | ) | $ | 61.5 | $ | (110.7 | ) | $ | 99.4 | |||||
(Loss) earnings per share: | |||||||||||||||
Basic and diluted | $ | (0.59 | ) | $ | 0.48 | $ | (0.69 | ) | $ | 0.78 | |||||
Average common stock and common equivalent shares outstanding: | |||||||||||||||
Basic and diluted | 159.5 | 127.9 | 159.3 | 127.9 | |||||||||||
As of | |||||||
July 3, 2020 | December 31, 2019 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and equivalents | $ | 822.4 | $ | 211.2 | |||
Trade accounts receivable, less allowance for credit losses of $30.6 and $22.8, respectively | 306.4 | 443.6 | |||||
Inventories, net | 280.8 | 277.9 | |||||
Prepaid expenses and other current assets | 108.1 | 69.2 | |||||
Total current assets | 1,517.7 | 1,001.9 | |||||
Property, plant and equipment, net | 294.3 | 290.3 | |||||
Operating lease right-of-use assets | 188.9 | 200.1 | |||||
Other long-term assets | 75.2 | 74.4 | |||||
Goodwill | 3,333.8 | 3,306.0 | |||||
Other intangible assets, net | 1,255.3 | 1,285.6 | |||||
Total assets | $ | 6,665.2 | $ | 6,158.3 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Short-term debt | $ | 253.5 | $ | 3.9 | |||
Trade accounts payable | 130.9 | 208.0 | |||||
Accrued expenses and other liabilities | 419.4 | 470.6 | |||||
Operating lease liabilities | 26.4 | 26.7 | |||||
Total current liabilities | 830.2 | 709.2 | |||||
Operating lease liabilities | 176.0 | 186.0 | |||||
Other long-term liabilities | 440.9 | 399.3 | |||||
Long-term debt | 1,722.2 | 1,321.0 | |||||
Commitments and contingencies | |||||||
Equity: | |||||||
Preferred stock, no par value, 15.0 million shares authorized; no shares issued or outstanding at July 3, 2020 and December 31, 2019 | — | — | |||||
Common stock - $0.01 par value, 500.0 million shares authorized; 159.4 million shares issued and 159.3 million outstanding at July 3, 2020; 158.7 million shares issued and outstanding at December 31, 2019 | 1.6 | 1.6 | |||||
Additional paid-in capital | 3,665.9 | 3,589.7 | |||||
(Accumulated deficit) retained earnings | (17.6 | ) | 93.1 | ||||
Accumulated other comprehensive loss | (156.5 | ) | (144.2 | ) | |||
Total Envista equity | 3,493.4 | 3,540.2 | |||||
Noncontrolling interests | 2.5 | 2.6 | |||||
Total equity | 3,495.9 | 3,542.8 | |||||
Total liabilities and stockholders' equity | $ | 6,665.2 | $ | 6,158.3 | |||
Six Months Ended | |||||||
July 3, 2020 | June 28, 2019 | ||||||
Cash flows from operating activities: | |||||||
Net (loss) income | $ | (110.7 | ) | $ | 99.4 | ||
Noncash items: | |||||||
Depreciation | 19.6 | 19.8 | |||||
Amortization | 45.3 | 45.0 | |||||
Allowance for doubtful accounts | 11.6 | 3.1 | |||||
Stock-based compensation expense | 11.7 | 8.9 | |||||
Restructuring charges | 9.0 | — | |||||
Impairment charges | 10.3 | — | |||||
Amortization of right-of-use assets | 15.2 | 16.1 | |||||
Amortization of debt discount and issuance costs | 2.7 | — | |||||
Change in trade accounts receivable, net | 126.1 | (16.1 | ) | ||||
Change in inventories, net | (9.4 | ) | (1.7 | ) | |||
Change in trade accounts payable | (77.1 | ) | (24.4 | ) | |||
Change in prepaid expenses and other assets | (3.0 | ) | (28.0 | ) | |||
Change in accrued expenses and other liabilities | (90.8 | ) | 10.4 | ||||
Change in operating lease liabilities | (18.1 | ) | (19.8 | ) | |||
Net cash (used in) provided by operating activities | (57.6 | ) | 112.7 | ||||
Cash flows from investing activities: | |||||||
Acquisitions, net of cash acquired | (40.7 | ) | — | ||||
Payments for additions to property, plant and equipment | (21.4 | ) | (42.1 | ) | |||
Proceeds from sales of property, plant and equipment | — | 0.4 | |||||
All other investing activities | 7.7 | (0.2 | ) | ||||
Net cash used in investing activities | (54.4 | ) | (41.9 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from issuance of convertible senior notes | 517.5 | — | |||||
Payment of debt issuance and other deferred financing costs | (17.3 | ) | — | ||||
Proceeds from revolving line of credit | 249.8 | — | |||||
Repayment of borrowings | (0.1 | ) | — | ||||
Purchase of capped calls related to issuance of convertible senior notes | (20.7 | ) | — | ||||
Proceeds from stock option exercises | 5.0 | — | |||||
Net transfers to Former Parent | — | (70.8 | ) | ||||
All other financing activities | (1.1 | ) | — | ||||
Net cash provided by (used) in financing activities | 733.1 | (70.8 | ) | ||||
Effect of exchange rate changes on cash and equivalents | (9.9 | ) | — | ||||
Net change in cash and equivalents | 611.2 | — | |||||
Beginning balance of cash and equivalents | 211.2 | — | |||||
Ending balance of cash and equivalents | $ | 822.4 | $ | — | |||
Three Months Ended | Six Months Ended | ||||||||||||||
July 3, 2020 | June 28, 2019 | July 3, 2020 | June 28, 2019 | ||||||||||||
Sales | |||||||||||||||
Specialty Products & Technologies | $ | 184.6 | $ | 347.3 | $ | 457.2 | $ | 696.1 | |||||||
Equipment & Consumables | 177.4 | 364.8 | 452.0 | 675.7 | |||||||||||
Total | $ | 362.0 | $ | 712.1 | $ | 909.2 | $ | 1,371.8 | |||||||
Operating (Loss) Profit | |||||||||||||||
Specialty Products & Technologies | $ | (19.2 | ) | $ | 54.5 | $ | (11.4 | ) | $ | 120.6 | |||||
Equipment & Consumables | (53.8 | ) | 29.2 | (73.1 | ) | 17.0 | |||||||||
Other | (34.9 | ) | (7.8 | ) | (48.4 | ) | (16.8 | ) | |||||||
Total | $ | (107.9 | ) | $ | 75.9 | $ | (132.9 | ) | $ | 120.8 | |||||
Operating Margin | |||||||||||||||
Specialty Products & Technologies | (10.4 | )% | 15.7 | % | (2.5 | )% | 17.3 | % | |||||||
Equipment & Consumables | (30.3 | )% | 8.0 | % | (16.2 | )% | 2.5 | % | |||||||
Total | (29.8 | )% | 10.7 | % | (14.6 | )% | 8.8 | % | |||||||
Three Months Ended | Six Months Ended | ||||||||||||||
July 3, 2020 | June 28, 2019 | July 3, 2020 | June 28, 2019 | ||||||||||||
Gross Profit | $ | 150.5 | $ | 393.6 | $ | 428.9 | $ | 756.7 | |||||||
Restructuring costs and asset impairments A | 23.9 | — | 26.7 | — | |||||||||||
Adjusted Gross Profit | $ | 174.4 | $ | 393.6 | $ | 455.6 | $ | 756.7 | |||||||
Gross Margin (Gross Profit / Sales) | 41.6 | % | 55.3 | % | 47.2 | % | 55.2 | % | |||||||
Adjusted Gross Margin (Adjusted Gross Profit / Sales) | 48.2 | % | 55.3 | % | 50.1 | % | 55.2 | % | |||||||
Three Months Ended | Six Months Ended | ||||||||||||||
July 3, 2020 | June 28, 2019 | July 3, 2020 | June 28, 2019 | ||||||||||||
Consolidated | |||||||||||||||
Operating (Loss) Profit | $ | (107.9 | ) | $ | 75.9 | $ | (132.9 | ) | $ | 120.8 | |||||
Pretax amortization of acquisition-related intangible assets B | 22.8 | 22.5 | 45.3 | 45.0 | |||||||||||
Restructuring costs and asset impairments A | 59.9 | — | 72.2 | — | |||||||||||
Contingent loss reserve C | 16.0 | — | 16.0 | — | |||||||||||
Adjusted Operating (Loss) Profit | $ | (9.2 | ) | $ | 98.4 | $ | 0.6 | $ | 165.8 | ||||||
Adjusted Operating (Loss) Profit as a % of Sales | (2.5 | )% | 13.8 | % | 0.1 | % | 12.1 | % | |||||||
Specialty Products & Technologies | |||||||||||||||
Operating (Loss) Profit | $ | (19.2 | ) | $ | 54.5 | $ | (11.4 | ) | $ | 120.6 | |||||
Pretax amortization of acquisition-related intangible assets B | 14.9 | 14.5 | 29.5 | 29.0 | |||||||||||
Restructuring costs A | 15.7 | — | 16.5 | — | |||||||||||
Adjusted Operating Profit | $ | 11.4 | $ | 69.0 | $ | 34.6 | $ | 149.6 | |||||||
Adjusted Operating Profit as a % of Sales | 6.2 | % | 19.9 | % | 7.6 | % | 21.5 | % | |||||||
Equipment & Consumables | |||||||||||||||
Operating (Loss) Profit | $ | (53.8 | ) | $ | 29.2 | $ | (73.1 | ) | $ | 17.0 | |||||
Pretax amortization of acquisition-related intangible assets B | 7.9 | 8.0 | 15.8 | 16.0 | |||||||||||
Restructuring costs and asset impairments A | 41.2 | — | 52.0 | — | |||||||||||
Adjusted Operating (Loss) Profit | $ | (4.7 | ) | $ | 37.2 | $ | (5.3 | ) | $ | 33.0 | |||||
Adjusted Operating (Loss) Profit as a % of Sales | (2.6 | )% | 10.2 | % | (1.2 | )% | 4.9 | % | |||||||
Three Months Ended | Six Months Ended | ||||||||||||||
July 3, 2020 | June 28, 2019 | July 3, 2020 | June 28, 2019 | ||||||||||||
Net (Loss) Income | $ | (93.5 | ) | $ | 61.5 | $ | (110.7 | ) | $ | 99.4 | |||||
Pretax amortization of acquisition-related intangible assets B | 22.8 | 22.5 | 45.3 | 45.0 | |||||||||||
Restructuring costs and asset impairments A | 59.9 | — | 72.2 | — | |||||||||||
Contingent loss reserve C | 16.0 | — | 16.0 | — | |||||||||||
Non-cash interest expense - convertible senior notes D | 2.0 | — | 2.0 | — | |||||||||||
Tax effect of adjustments reflected above E | (22.8 | ) | (5.3 | ) | (33.7 | ) | (10.6 | ) | |||||||
Discrete tax adjustments and other tax-related adjustments F | (0.7 | ) | (2.3 | ) | (2.4 | ) | (5.3 | ) | |||||||
Adjusted Net (Loss) Income | $ | (16.3 | ) | $ | 76.4 | $ | (11.3 | ) | $ | 128.5 | |||||
Three Month Period Ended | Six Month Period Ended | ||||||||||||||
July 3, 2020 | June 28, 2019 | July 3, 2020 | June 28, 2019 | ||||||||||||
Diluted (Loss) Earnings Per Share | $ | (0.59 | ) | $ | 0.48 | $ | (0.69 | ) | $ | 0.78 | |||||
Pretax amortization of acquisition-related intangible assets B | 0.14 | 0.14 | 0.28 | 0.28 | |||||||||||
Restructuring costs and asset impairments A | 0.38 | — | 0.45 | — | |||||||||||
Contingent loss reserve C | 0.10 | — | 0.10 | — | |||||||||||
Non-cash interest expense - convertible senior notes D | 0.01 | — | 0.01 | — | |||||||||||
Tax effect of adjustments reflected above E | (0.14 | ) | (0.03 | ) | (0.20 | ) | (0.07 | ) | |||||||
Discrete tax adjustments and other tax-related adjustments F | — | (0.01 | ) | (0.02 | ) | (0.03 | ) | ||||||||
Dilutive impact of IPO and conversion shares as if issued at beginning of period G | — | (0.11 | ) | — | (0.17 | ) | |||||||||
Adjusted Diluted (Loss) Earnings Per Share | $ | (0.10 | ) | $ | 0.47 | $ | (0.07 | ) | $ | 0.79 | |||||
Three Months Ended | Six Months Ended | ||||||||||
(shares in millions) | July 3, 2020 | June 28, 2019 | July 3, 2020 | June 28, 2019 | |||||||
Average common stock shares outstanding - basic | 159.5 | 127.9 | 159.3 | 127.9 | |||||||
Dilutive impact of IPO and conversion shares as if issued at beginning of period G | — | 34.4 | — | 34.4 | |||||||
Average common stock and common equivalent shares outstanding - diluted | 159.5 | 162.3 | 159.3 | 162.3 | |||||||
Three Months Ended | Six Months Ended | ||||||||||||||
July 3, 2020 | June 28, 2019 | July 3, 2020 | June 28, 2019 | ||||||||||||
Net (Loss) Income | $ | (93.5 | ) | $ | 61.5 | $ | (110.7 | ) | $ | 99.4 | |||||
Interest expense, net | 14.5 | — | 17.8 | — | |||||||||||
Income taxes | (28.8 | ) | 15.7 | (39.8 | ) | 22.8 | |||||||||
Depreciation | 10.1 | 10.0 | 19.6 | 19.8 | |||||||||||
Amortization B | 22.8 | 22.5 | 45.3 | 45.0 | |||||||||||
Restructuring costs and asset impairments A | 59.9 | — | 72.2 | — | |||||||||||
Contingent loss reserve C | 16.0 | — | 16.0 | — | |||||||||||
Adjusted EBITDA | $ | 1.0 | $ | 109.7 | $ | 20.4 | $ | 187.0 | |||||||
Consolidated | % Change Three Month Period Ended July 3, 2020 vs. Comparable 2019 Period | % Change Six Month Period Ended July 3, 2020 vs. Comparable 2019 Period | |||
Total sales growth | (49.2 | )% | (33.7 | )% | |
Less the impact of: | |||||
Acquisitions | (0.3 | )% | (0.2 | )% | |
Discontinued products | 1.6 | % | 1.2 | % | |
Currency exchange rates | 1.7 | % | 1.7 | % | |
Core sales growth | (46.2 | )% | (31.0 | )% | |
Specialty Products & Technologies | |||||
Total sales growth | (46.8 | )% | (34.3 | )% | |
Less the impact of: | |||||
Acquisitions | (0.6 | )% | (0.5 | )% | |
Discontinued products | 0.5 | % | 0.9 | % | |
Currency exchange rates | 1.3 | % | 1.5 | % | |
Core sales growth | (45.6 | )% | (32.4 | )% | |
Equipment & Consumables | |||||
Total sales growth | (51.4 | )% | (33.1 | )% | |
Less the impact of: | |||||
Discontinued products | 2.6 | % | 1.6 | % | |
Currency exchange rates | 1.9 | % | 2.1 | % | |
Core sales growth | (46.9 | )% | (29.4 | )% | |
Three Months Ended | Six Months Ended | ||||||||||||||
July 3, 2020 | June 28, 2019 | July 3, 2020 | June 28, 2019 | ||||||||||||
Net Operating Cash Used in Investing Activities | $ | (3.0 | ) | $ | (26.6 | ) | $ | (54.4 | ) | $ | (41.9 | ) | |||
Net Operating Cash Provided by (Used in) Financing Activities | $ | 474.6 | $ | (95.1 | ) | $ | 733.1 | $ | (70.8 | ) | |||||
Net Operating Cash Provided by (Used in) Operating Activities | $ | 4.7 | $ | 121.7 | $ | (57.6 | ) | $ | 112.7 | ||||||
Less: payments for additions to property, plant and equipment (capital expenditures) | (7.8 | ) | (26.5 | ) | (21.4 | ) | (42.1 | ) | |||||||
Plus: proceeds from sales of property, plant and equipment (capital disposals) | — | 0.1 | — | 0.4 | |||||||||||
Free Cash Flow | $ | (3.1 | ) | $ | 95.3 | $ | (79.0 | ) | $ | 71.0 | |||||
Three Month Period Ended | Six Month Period Ended | ||||||||||||||
July 3, 2020 | June 28, 2019 | July 3, 2020 | June 28, 2019 | ||||||||||||
Pretax | $ | 22.8 | $ | 22.5 | $ | 45.3 | $ | 45.0 | |||||||
After-tax | $ | 17.4 | $ | 17.2 | $ | 34.7 | $ | 34.4 | |||||||
• | with respect to Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating (Loss) Profit, Adjusted Net (Loss) Income, Adjusted Diluted (Loss) Earnings Per Share and Adjusted EBITDA, understand the long-term profitability trends of Envista’s business and compare Envista’s profitability to prior and future periods and to Envista’s peers; |
• | with respect to Adjusted Diluted (Loss) Earnings Per Share, provide investors with improved comparability for Adjusted Diluted EPS as share counts under GAAP are calculated using a weighted average approach; |
• | with respect to Adjusted Diluted Shares Outstanding, allows for the impact of the IPO shares and dilution related to the conversion of Danaher equity awards into Envista equity awards to be presented as if they were outstanding for all prior periods presented and for the dilutive impact of stock options and restricted stock units as the Company is reporting adjusted net income compared to a net loss under GAAP; |
• | with respect to Core Sales, identify underlying growth trends in Envista’s business and compare Envista’s revenue performance with prior and future periods and to Envista’s peers; |
• | with respect to Adjusted EBITDA, help investors understand operational factors associated with a company’s financial performance because it excludes the following from consideration: interest, taxes, depreciation, amortization, and infrequent or unusual losses or gains such as goodwill impairment charges or nonrecurring and restructuring charges. Management uses Adjusted EBITDA, as a supplemental measure for assessing operating performance in conjunction with related GAAP amounts. In addition, Adjusted EBITDA is used in connection with operating decisions, strategic planning, annual budgeting, evaluating Company performance and comparing operating results with historical periods and with industry peer companies; and |
• | with respect to Free Cash Flow (the “FCF Measure”), understand Envista’s ability to generate cash without external financings, strengthen its balance sheet, invest in its business and grow its business through acquisitions and other strategic opportunities (although a limitation of free cash flow is that it does not take into account the Company’s debt service requirements and other non-discretionary expenditures, and as a result the entire free cash flow amount is not necessarily available for discretionary expenditures). |
• | With respect to Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating (Loss) Profit, Adjusted Diluted (Loss) Earnings Per Share and Adjusted EBITDA: |
◦ | We exclude the amortization of acquisition-related intangible assets because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions we consummate. While we have a history of significant acquisition activity we do not acquire businesses on a predictable cycle, and the amount of an acquisition’s purchase price allocated to intangible assets and related amortization term are unique to each acquisition and can vary significantly from acquisition to acquisition. Exclusion of this amortization expense facilitates more consistent comparisons of operating results over time between our newly-acquired and long-held businesses, and with both acquisitive and non-acquisitive peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. |
◦ | We exclude costs incurred pursuant to discrete restructuring plans that are fundamentally different (in terms of the size, strategic nature and planning requirements, as well as the inconsistent frequency, of such plans) from the ongoing productivity improvements that result from application of the Envista Business System. These restructuring plans are incremental to the operating activities that arise in the ordinary course of our business and we believe are not indicative of Envista’s ongoing operating costs in a given period. |
◦ | With respect to the other items excluded from Adjusted Net (Loss) Income, Adjusted Operating (Loss) Profit, Adjusted Diluted (Loss) Earnings Per Share and Adjusted EBITDA, we exclude these items because they are of a nature and/or size that occur with inconsistent frequency, occur for reasons that may be unrelated to Envista's commercial performance during the period and/or we believe that such items may obscure underlying business trends and make comparisons of long-term performance difficult. |
• | With respect to core sales, we exclude (1) the effect of acquisitions because the timing, size, number and nature of such transactions can vary significantly from period-to-period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult, (2) sales from discontinued products because discontinued products do not have a continuing contribution to operations and management believes that excluding such items provides investors with a means of evaluating our on-going operations and facilitates comparisons to our peers, and (3) the impact of currency translation because it is not under management’s control, is subject to volatility and can obscure underlying business trends. |
• | With respect to the FCF Measure, we exclude payments for additions to property, plant and equipment (net of the proceeds from capital disposals) to demonstrate the amount of operating cash flow for the period that remains after accounting for the Company’s capital expenditure requirements. |