(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
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 |
(a) | Financial Statements of Businesses Acquired |
(b) | Pro Forma Financial Information |
(c) | Shell Company Transactions |
(d) | Exhibits |
Exhibit | Description | |
Pentair plc press release dated April 30, 2020 announcing earnings for the first quarter of 2020 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
PENTAIR PLC | ||
Registrant | ||
By | /s/ Mark C. Borin | |
Mark C. Borin | ||
Executive Vice President, Chief Financial Officer and Chief Accounting Officer | ||

• | First quarter sales of $710 million; reported sales and core sales both grew 3 percent. |
• | First quarter GAAP EPS were $0.43 compared to $0.30 in the first quarter of 2019; adjusted EPS of $0.52 compared to $0.43 in the first quarter of 2019. |
• | The company remains confident in its liquidity position having ended the quarter with $169 million in cash, $1.45 billion of total debt, and $326 million available under its revolving credit facility. |
• | For 2020, Pentair has withdrawn its guidance due to the uncertainty of the duration and extent of the COVID-19 pandemic impact. |
Jim Lucas | Rebecca Osborn |
Senior Vice President, Treasurer and Investor Relations | Senior Manager, External Communications |
Direct: 763-656-5575 | Direct: 763-656-5589 |
Email: [email protected] | Email: [email protected] |
Pentair plc and Subsidiaries | ||||||
Condensed Consolidated Statements of Operations (Unaudited) | ||||||
Three months ended | ||||||
In millions, except per-share data | March 31, 2020 | March 31, 2019 | ||||
Net sales | $ | 710.0 | $ | 688.9 | ||
Cost of goods sold | 458.4 | 453.3 | ||||
Gross profit | 251.6 | 235.6 | ||||
% of net sales | 35.4 | % | 34.2 | % | ||
Selling, general and administrative | 131.9 | 147.3 | ||||
% of net sales | 18.6 | % | 21.4 | % | ||
Research and development | 19.0 | 20.7 | ||||
% of net sales | 2.7 | % | 3.0 | % | ||
Operating income | 100.7 | 67.6 | ||||
% of net sales | 14.2 | % | 9.8 | % | ||
Other (income) expense: | ||||||
Gain on sale of businesses | — | (3.5 | ) | |||
Other expense | 1.2 | 0.6 | ||||
Net interest expense | 6.9 | 7.3 | ||||
% of net sales | 1.0 | % | 1.1 | % | ||
Income from continuing operations before income taxes | 92.6 | 63.2 | ||||
Provision for income taxes | 19.9 | 10.8 | ||||
Effective tax rate | 21.5 | % | 17.1 | % | ||
Net income from continuing operations | 72.7 | 52.4 | ||||
Loss from discontinued operations, net of tax | — | (1.1 | ) | |||
Net income | $ | 72.7 | $ | 51.3 | ||
Earnings (loss) per ordinary share | ||||||
Basic | ||||||
Continuing operations | $ | 0.43 | $ | 0.31 | ||
Discontinued operations | — | (0.01 | ) | |||
Basic earnings per ordinary share | $ | 0.43 | $ | 0.30 | ||
Diluted | ||||||
Continuing operations | $ | 0.43 | $ | 0.30 | ||
Discontinued operations | — | — | ||||
Diluted earnings per ordinary share | $ | 0.43 | $ | 0.30 | ||
Weighted average ordinary shares outstanding | ||||||
Basic | 167.8 | 171.6 | ||||
Diluted | 168.7 | 172.5 | ||||
Cash dividends paid per ordinary share | $ | 0.19 | $ | 0.18 | ||
Pentair plc and Subsidiaries | ||||||
Condensed Consolidated Balance Sheets (Unaudited) | ||||||
March 31, 2020 | December 31, 2019 | |||||
In millions | ||||||
Assets | ||||||
Current assets | ||||||
Cash and cash equivalents | $ | 169.3 | $ | 82.5 | ||
Accounts and notes receivable, net | 665.0 | 502.9 | ||||
Inventories | 392.4 | 377.4 | ||||
Other current assets | 112.9 | 99.1 | ||||
Total current assets | 1,339.6 | 1,061.9 | ||||
Property, plant and equipment, net | 280.7 | 283.2 | ||||
Other assets | ||||||
Goodwill | 2,256.8 | 2,258.3 | ||||
Intangibles, net | 326.5 | 339.2 | ||||
Other non-current assets | 223.1 | 196.9 | ||||
Total other assets | 2,806.4 | 2,794.4 | ||||
Total assets | $ | 4,426.7 | $ | 4,139.5 | ||
Liabilities and Equity | ||||||
Current liabilities | ||||||
Accounts payable | $ | 268.2 | $ | 325.1 | ||
Employee compensation and benefits | 68.0 | 71.0 | ||||
Other current liabilities | 346.6 | 352.9 | ||||
Total current liabilities | 682.8 | 749.0 | ||||
Other liabilities | ||||||
Long-term debt | 1,450.5 | 1,029.1 | ||||
Pension and other post-retirement compensation and benefits | 95.7 | 96.4 | ||||
Deferred tax liabilities | 114.5 | 104.4 | ||||
Other non-current liabilities | 190.7 | 206.7 | ||||
Total liabilities | 2,534.2 | 2,185.6 | ||||
Equity | 1,892.5 | 1,953.9 | ||||
Total liabilities and equity | $ | 4,426.7 | $ | 4,139.5 | ||
Pentair plc and Subsidiaries | ||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||||
Three months ended | ||||||
In millions | March 31, 2020 | March 31, 2019 | ||||
Operating activities | ||||||
Net income | $ | 72.7 | $ | 51.3 | ||
Loss from discontinued operations, net of tax | — | 1.1 | ||||
Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities of continuing operations | ||||||
Equity loss (income) of unconsolidated subsidiaries | 0.5 | (0.6 | ) | |||
Depreciation | 11.6 | 12.0 | ||||
Amortization | 7.6 | 8.2 | ||||
Deferred income taxes | 14.0 | (1.7 | ) | |||
Gain on sale of businesses | — | (3.5 | ) | |||
Share-based compensation | 6.2 | 5.4 | ||||
Asset impairment | — | 15.3 | ||||
Changes in assets and liabilities, net of effects of business acquisitions | ||||||
Accounts receivable | (167.1 | ) | (154.0 | ) | ||
Inventories | (20.1 | ) | (22.2 | ) | ||
Other current assets | (13.4 | ) | (22.5 | ) | ||
Accounts payable | (49.9 | ) | (118.2 | ) | ||
Employee compensation and benefits | (0.8 | ) | (18.9 | ) | ||
Other current liabilities | (22.3 | ) | (8.3 | ) | ||
Other non-current assets and liabilities | (1.4 | ) | (0.5 | ) | ||
Net cash used for operating activities of continuing operations | (162.4 | ) | (257.1 | ) | ||
Net cash provided by operating activities of discontinued operations | — | 0.8 | ||||
Net cash used for operating activities | (162.4 | ) | (256.3 | ) | ||
Investing activities | ||||||
Capital expenditures | (18.7 | ) | (16.8 | ) | ||
Proceeds from sale of property and equipment | 0.1 | 0.3 | ||||
Proceeds from the sale of businesses, net | — | 0.7 | ||||
Acquisitions, net of cash acquired | (7.2 | ) | (287.2 | ) | ||
Other | — | (1.5 | ) | |||
Net cash used for investing activities | (25.8 | ) | (304.5 | ) | ||
Financing activities | ||||||
Net receipts of commercial paper and revolving long-term debt | 420.9 | 584.1 | ||||
Shares issued to employees, net of shares withheld | 5.2 | 5.9 | ||||
Repurchases of ordinary shares | (115.2 | ) | — | |||
Dividends paid | (32.1 | ) | (31.0 | ) | ||
Net cash provided by financing activities | 278.8 | 559.0 | ||||
Effect of exchange rate changes on cash and cash equivalents | (3.8 | ) | 6.4 | |||
Change in cash and cash equivalents | 86.8 | 4.6 | ||||
Cash and cash equivalents, beginning of period | 82.5 | 74.3 | ||||
Cash and cash equivalents, end of period | $ | 169.3 | $ | 78.9 | ||
Pentair plc and Subsidiaries | ||||||
Reconciliation of the GAAP operating activities cash flow to the non-GAAP free cash flow (Unaudited) | ||||||
Three months ended | ||||||
In millions | March 31, 2020 | March 31, 2019 | ||||
Net cash used for operating activities of continuing operations | $ | (162.4 | ) | $ | (257.1 | ) |
Capital expenditures | (18.7 | ) | (16.8 | ) | ||
Proceeds from sale of property and equipment | 0.1 | 0.3 | ||||
Free cash flow from continuing operations | $ | (181.0 | ) | $ | (273.6 | ) |
Net cash provided by operating activities of discontinued operations | — | 0.8 | ||||
Free cash flow | $ | (181.0 | ) | $ | (272.8 | ) |
Pentair plc and Subsidiaries | ||||||
Supplemental Financial Information by Reportable Segment (Unaudited) | ||||||
2020 | 2019 | |||||
In millions | First Quarter | First Quarter | ||||
Net sales | ||||||
Consumer Solutions | $ | 388.8 | $ | 358.2 | ||
Industrial & Flow Technologies | 320.9 | 330.3 | ||||
Other | 0.3 | 0.4 | ||||
Consolidated | $ | 710.0 | $ | 688.9 | ||
Segment income (loss) | ||||||
Consumer Solutions | $ | 84.8 | $ | 75.2 | ||
Industrial & Flow Technologies | 44.7 | 41.0 | ||||
Other | (18.0 | ) | (17.5 | ) | ||
Consolidated | $ | 111.5 | $ | 98.7 | ||
Return on sales | ||||||
Consumer Solutions | 21.8 | % | 21.0 | % | ||
Industrial & Flow Technologies | 13.9 | % | 12.4 | % | ||
Consolidated | 15.7 | % | 14.3 | % | ||
Pentair plc and Subsidiaries | |||
Reconciliation of the GAAP quarter ended March 31, 2020 to the non-GAAP | |||
excluding the effect of 2020 adjustments (Unaudited) | |||
In millions, except per-share data | First Quarter | ||
Net sales | $ | 710.0 | |
Operating income | 100.7 | ||
% of net sales | 14.2 | % | |
Adjustments: | |||
Restructuring and other | 2.4 | ||
Intangible amortization | 7.6 | ||
COVID-19 related costs and expenses | 0.9 | ||
Deal-related costs and expenses | 0.4 | ||
Equity (loss) income of unconsolidated subsidiaries | (0.5 | ) | |
Segment income | 111.5 | ||
Return on sales | 15.7 | % | |
Net income from continuing operations—as reported | 72.7 | ||
Adjustments to operating income | 11.3 | ||
Income tax adjustments | 3.3 | ||
Net income from continuing operations—as adjusted | $ | 87.3 | |
Continuing earnings per ordinary share—diluted | |||
Diluted earnings per ordinary share—as reported | $ | 0.43 | |
Adjustments | 0.09 | ||
Diluted earnings per ordinary share—as adjusted | $ | 0.52 | |
Pentair plc and Subsidiaries | |||||||||||||||
Reconciliation of the GAAP year ended December 31, 2019 to the non-GAAP | |||||||||||||||
excluding the effect of 2019 adjustments (Unaudited) | |||||||||||||||
In millions, except per-share data | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Full Year | ||||||||||
Net sales | $ | 688.9 | $ | 799.5 | $ | 713.6 | $ | 755.2 | $ | 2,957.2 | |||||
Operating income | 67.6 | 133.8 | 108.8 | 122.3 | 432.5 | ||||||||||
% of net sales | 9.8 | % | 16.7 | % | 15.2 | % | 16.2 | % | 14.6 | % | |||||
Adjustments: | |||||||||||||||
Restructuring and other | 1.1 | 6.7 | 5.9 | 7.3 | 21.0 | ||||||||||
Intangible amortization | 8.2 | 8.3 | 7.6 | 7.6 | 31.7 | ||||||||||
Asset impairment | 15.3 | 2.9 | — | 3.0 | 21.2 | ||||||||||
Inventory step-up | 1.7 | 0.5 | — | — | 2.2 | ||||||||||
Deal related costs and expenses | 4.2 | — | — | — | 4.2 | ||||||||||
Equity income of unconsolidated subsidiaries | 0.6 | 1.9 | 0.5 | 0.5 | 3.5 | ||||||||||
Segment income | 98.7 | 154.1 | 122.8 | 140.7 | 516.3 | ||||||||||
Return on sales | 14.3 | % | 19.3 | % | 17.2 | % | 18.6 | % | 17.5 | % | |||||
Net income from continuing operations—as reported | 52.4 | 115.1 | 91.3 | 102.9 | 361.7 | ||||||||||
(Gain) loss on sale of businesses | (3.5 | ) | 0.1 | 0.1 | 1.1 | (2.2 | ) | ||||||||
Pension and other post-retirement mark-to-market (gain) loss | — | (12.2 | ) | 0.4 | 8.4 | (3.4 | ) | ||||||||
Adjustments to operating income | 30.5 | 18.4 | 13.5 | 17.9 | 80.3 | ||||||||||
Income tax adjustments | (5.4 | ) | (3.8 | ) | (7.4 | ) | (14.8 | ) | (31.4 | ) | |||||
Net income from continuing operations—as adjusted | $ | 74.0 | $ | 117.6 | $ | 97.9 | $ | 115.5 | $ | 405.0 | |||||
Continuing earnings per ordinary share—diluted | |||||||||||||||
Diluted earnings per ordinary share—as reported | $ | 0.30 | $ | 0.68 | $ | 0.54 | $ | 0.61 | $ | 2.12 | |||||
Adjustments | 0.13 | 0.01 | 0.04 | 0.07 | 0.26 | ||||||||||
Diluted earnings per ordinary share—as adjusted | $ | 0.43 | $ | 0.69 | $ | 0.58 | $ | 0.68 | $ | 2.38 | |||||
Pentair plc and Subsidiaries | ||||||||
Reconciliation of Net Sales Growth to Core Net Sales Growth by Segment | ||||||||
For the Quarter Ended March 31, 2020 (Unaudited) | ||||||||
Q1 Net Sales Growth | ||||||||
Core | Currency | Acq. / Div. | Total | |||||
Total Pentair | 2.7 | % | (1.0 | )% | 1.4 | % | 3.1 | % |
Consumer Solutions | 6.6 | % | (0.7 | )% | 2.6 | % | 8.5 | % |
Industrial & Flow Technologies | (1.5 | )% | (1.3 | )% | — | % | (2.8 | )% |