8-K
PENTAIR plc (PNR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 28, 2021
Pentair plc
(Exact name of Registrant as specified in its charter)
| Ireland | 001-11625 | 98-1141328 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission <br>File No.) | (I.R.S. Employer<br>Identification number) |
Regal House, 70 London Road, Twickenham, London, TW13QS United Kingdom
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 44-74-9421-6154
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, nominal value $0.01 per share | PNR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2). ☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 Results of Operations and Financial Condition
On January 28, 2021, Pentair plc (the “Company”) issued a press release announcing its earnings for the fourth quarter and full year of 2020 and a conference call in connection therewith. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This press release refers to certain non-generally accepted accounting principles (“GAAP”) financial measures (core sales, segment income, return on sales, adjusted net income from continuing operations, adjusted diluted earnings per share from continuing operations and free cash flow) and a reconciliation of those non-GAAP financial measures to the corresponding financial measures contained in the Company’s financial statements prepared in accordance with GAAP.
The 2020 segment income, return on sales, adjusted net income from continuing operations and adjusted diluted earnings per share from continuing operations (“EPS”) include equity income (loss) from unconsolidated subsidiaries and eliminate intangible amortization, certain targeted restructuring and other activities, novel coronavirus 2019 (“COVID-19”) related costs and expenses, deal-related costs and expenses, loss on sale of businesses, pension and other post-retirement mark-to-market loss, other income and certain tax items. The 2019 segment income, return on sales, adjusted net income from continuing operations and adjusted EPS include equity income from unconsolidated subsidiaries and eliminate intangible amortization, certain targeted restructuring and other activities, deal-related costs and expenses, impairments, inventory step-up, gain/loss on sale of businesses, pension and other post-retirement mark-to-market gain/loss and certain tax items.
We use the term “core sales” to refer to GAAP net sales from continuing operations excluding (1) the impact of currency translation and (2) the impact of revenue from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested product lines not considered discontinued operations (“acquisition sales”). The portion of GAAP net sales attributable to currency translation is calculated as the difference between (a) the period-to-period change in net sales (excluding acquisition sales) and (b) the period-to-period change in net sales (excluding acquisition sales) after applying current period foreign exchange rates to the prior year period. We use the term “core sales growth” to refer to the measure of comparing current period core net sales with the corresponding period of the prior year.
Management utilizes these adjusted financial measures to assess the run-rate of its continuing operations against those of prior periods without the distortion of these factors. The Company believes that these non-GAAP financial measures will be useful to investors as well to assess the continuing strength of the Company’s underlying operations. In addition, adjusted EPS is used as a criterion to measure and pay long-term incentive compensation and segment income is used as a criterion to measure and pay annual incentive compensation. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.
The Company uses free cash flow to assess its cash flow performance. The Company believes free cash flow is an important measure of liquidity because it provides the Company and its investors a measurement of cash generated from operations that is available to pay dividends, repurchase shares and repay debt. In addition, free cash flow is used as a criterion to measure and pay annual incentive compensation. The Company’s measure of free cash flow may not be comparable to similarly titled measures reported by other companies.
ITEM 9.01 Financial Statements and Exhibits
(a)Financial Statements of Businesses Acquired
Not applicable.
(b)Pro Forma Financial Information
Not applicable.
(c)Shell Company Transactions
Not applicable
(d)Exhibits
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Pentair plc press release dated January 28, 2021 announcing earnings results for the fourth quarter and full year of 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on January 28, 2021.
| PENTAIR PLC | |
|---|---|
| Registrant | |
| By | /s/ Robert P. Fishman |
| Robert P. Fishman | |
| Executive Vice President, Chief Financial Officer and Chief Accounting Officer |
Document
Exhibit 99.1
News Release
Pentair Reports Fourth Quarter and Full Year 2020 Results
•Fourth quarter sales of $796 million; full year 2020 sales of $3.02 billion.
•Fourth quarter GAAP EPS of $0.60 and adjusted EPS of $0.70; full year 2020 GAAP EPS of $2.13 and adjusted EPS of $2.50.
•The company introduces its 2021 GAAP EPS guidance of approximately $2.43 to $2.58 and on an adjusted basis of approximately $2.60 to $2.75.
Reconciliations of GAAP to Non-GAAP measures are in the attached financial tables.
LONDON, United Kingdom — January 28, 2021 — Pentair plc (NYSE: PNR) today announced fourth quarter 2020 sales of $796 million. Sales were up 5 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales grew 3 percent in the fourth quarter. Fourth quarter 2020 earnings per diluted share from continuing operations (“EPS”) were $0.60 compared to $0.61 in the fourth quarter of 2019. On an adjusted basis, the company reported EPS of $0.70 compared to $0.68 in the fourth quarter of 2019. Segment income, adjusted net income, free cash flow, and adjusted EPS are described in the attached schedules.
Fourth quarter 2020 operating income was $122 million, down 1 percent compared to operating income for the fourth quarter of 2019, and return on sales (“ROS”) was 15.3 percent, a decrease of 90 basis points when compared to the fourth quarter of 2019. On an adjusted basis, the company reported segment income of $141 million for the fourth quarter, flat compared to segment income for the fourth quarter of 2019, and ROS was 17.7 percent, a decrease of 90 basis points when compared to the fourth quarter of 2019.
Full year net cash provided by operating activities of continuing operations was $574 million and free cash flow from continuing operations was $512 million.
Pentair paid a regular cash dividend of $0.19 per share in the fourth quarter of 2020. Pentair previously announced on December 8, 2020 that it will pay a regular quarterly cash dividend of $0.20 per share on February 5, 2021 to shareholders of record at the close of business on January 22, 2021. This dividend reflects a 5 percent increase in the company’s regular cash dividend rate; 2021 marks the 45th consecutive year that Pentair has increased its dividend.
John L. Stauch, Pentair’s President and Chief Executive Officer commented: “I am proud of the entire Pentair organization delivering on its commitments in a uniquely challenging year. Our teams successfully navigated this unprecedented environment and I believe that our company will emerge even stronger as a result. I would also like to take this opportunity to thank all of our global suppliers and channel partners for their patience and efforts in working with us and our consumers to meet our commitments despite the effects of the ongoing pandemic.”
“Our fourth quarter results benefited from continued strength in our Residential focused businesses and we built momentum carrying over into the new year. For 2020, we were very pleased to deliver sales and earnings growth while generating over $500 million in free cash flow and returning over half of that to our shareholders through dividends and buybacks. We ended the year with an exceptionally strong balance sheet and we remain committed to building on our strong foundation both organically and inorganically.”
OUTLOOK
The company introduces its 2021 GAAP EPS guidance of $2.43 to $2.58 from continuing operations and on an adjusted basis of $2.60 to $2.75. The company anticipates full year 2021 sales up approximately 3 to 5 percent on a reported basis. The company expects to deliver full year free cash flow greater than or equal to 100 percent of net income.
In addition, the company introduces first quarter 2021 GAAP EPS from continuing operations guidance of $0.51 to $0.59 and on an adjusted EPS basis of $0.55 to $0.63. The company expects first quarter sales to be up approximately 7 to 12 percent on a reported basis compared to first quarter 2020.
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EARNINGS CONFERENCE CALL
Pentair President and Chief Executive Officer John L. Stauch and Chief Financial Officer Robert P. Fishman will discuss the company’s fourth quarter and full year 2020 results on a two-way conference call with investors at 9:00 a.m. Eastern today. A live audio webcast of the call, along with the related presentation, can be accessed in the Investor Relations 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 presentations, each of which can be found on Pentair’s website. The webcast and presentations will be archived at the company’s website following the conclusion of the event.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This 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,” “could,” “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 overall impact of the COVID-19 pandemic on our business; the duration and severity of the COVID-19 pandemic; actions that may be taken by us, other businesses and governments to address or otherwise mitigate the impact of the COVID-19 pandemic, including those that may impact our ability to operate our facilities, meet production demands, and deliver products to our customers; the negative impacts of the COVID-19 pandemic on the global economy, our customers and suppliers, and customer demand; overall global economic and business conditions impacting our business, including the strength of housing and related markets; demand, competition and pricing pressures in the markets we serve; volatility in currency exchange rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; the ability to achieve the benefits of our restructuring plans and cost reduction initiatives; risks associated with operating foreign businesses; the impact of material cost and other inflation; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits or impact trade agreements and tariffs; 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 Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2019 and to our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this release. Pentair plc assumes no obligation, and disclaims any obligation, to update the information contained in this release.
ABOUT PENTAIR PLC
Pentair makes the most of life’s essential resources. From our residential and business solutions that help people move, improve and enjoy their water, to our sustainable innovations and applications, we deliver smart, sustainable solutions for life.
Pentair had revenue in 2020 of $3 billion, and trades under the ticker symbol PNR. With approximately 9,750 global employees serving customers in more than 150 countries, we work to help improve lives and the environment around the world. To learn more, visit Pentair.com
PENTAIR CONTACTS:
| Jim Lucas | Rebecca Osborn |
|---|---|
| Senior Vice President, Treasurer and 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 | Twelve months ended | |||||||||||
| In millions, except per-share data | December 31,<br>2020 | December 31,<br>2019 | December 31,<br>2020 | December 31,<br>2019 | ||||||||
| Net sales | $ | 796.0 | $ | 755.2 | $ | 3,017.8 | $ | 2,957.2 | ||||
| Cost of goods sold | 512.5 | 481.0 | 1,960.2 | 1,905.7 | ||||||||
| Gross profit | 283.5 | 274.2 | 1,057.6 | 1,051.5 | ||||||||
| % of net sales | 35.6 | % | 36.3 | % | 35.0 | % | 35.6 | % | ||||
| Selling, general and administrative | 141.9 | 134.2 | 520.5 | 540.1 | ||||||||
| % of net sales | 17.8 | % | 17.8 | % | 17.2 | % | 18.3 | % | ||||
| Research and development | 20.1 | 17.7 | 75.7 | 78.9 | ||||||||
| % of net sales | 2.5 | % | 2.3 | % | 2.5 | % | 2.7 | % | ||||
| Operating income | 121.5 | 122.3 | 461.4 | 432.5 | ||||||||
| % of net sales | 15.3 | % | 16.2 | % | 15.3 | % | 14.6 | % | ||||
| Other expense (income): | ||||||||||||
| Loss (gain) on sale of businesses | — | 1.1 | 0.1 | (2.2) | ||||||||
| Other expense (income) | 6.9 | 8.8 | 5.3 | (2.9) | ||||||||
| Net interest expense | 3.9 | 6.5 | 23.9 | 30.1 | ||||||||
| % of net sales | 0.5 | % | 0.9 | % | 0.8 | % | 1.0 | % | ||||
| Income from continuing operations before income taxes | 110.7 | 105.9 | 432.1 | 407.5 | ||||||||
| Provision for income taxes | 10.9 | 3.0 | 75.0 | 45.8 | ||||||||
| Effective tax rate | 9.8 | % | 2.8 | % | 17.4 | % | 11.2 | % | ||||
| Net income from continuing operations | 99.8 | 102.9 | 357.1 | 361.7 | ||||||||
| Income (loss) from discontinued operation, net of tax | 3.2 | (5.1) | 1.5 | (6.0) | ||||||||
| Net income | $ | 103.0 | $ | 97.8 | $ | 358.6 | $ | 355.7 | ||||
| Earnings (loss) per ordinary share | ||||||||||||
| Basic | ||||||||||||
| Continuing operations | $ | 0.60 | $ | 0.61 | $ | 2.14 | $ | 2.14 | ||||
| Discontinued operations | 0.02 | (0.03) | 0.01 | (0.04) | ||||||||
| Basic earnings per ordinary share | $ | 0.62 | $ | 0.58 | $ | 2.15 | $ | 2.10 | ||||
| Diluted | ||||||||||||
| Continuing operations | $ | 0.60 | $ | 0.61 | $ | 2.13 | $ | 2.12 | ||||
| Discontinued operations | 0.01 | (0.03) | 0.01 | (0.03) | ||||||||
| Diluted earnings per ordinary share | $ | 0.61 | $ | 0.58 | $ | 2.14 | $ | 2.09 | ||||
| Weighted average ordinary shares outstanding | ||||||||||||
| Basic | 166.2 | 168.2 | 166.5 | 169.4 | ||||||||
| Diluted | 167.5 | 169.3 | 167.4 | 170.4 | ||||||||
| Cash dividends paid per ordinary share | $ | 0.19 | $ | 0.18 | $ | 0.76 | $ | 0.72 |
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| Pentair plc and Subsidiaries | ||||
|---|---|---|---|---|
| Condensed Consolidated Balance Sheets (Unaudited) | ||||
| December 31,<br>2020 | December 31,<br>2019 | |||
| In millions | ||||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 82.1 | $ | 82.5 |
| Accounts and notes receivable, net | 367.5 | 502.9 | ||
| Inventories | 420.0 | 377.4 | ||
| Other current assets | 105.5 | 99.1 | ||
| Total current assets | 975.1 | 1,061.9 | ||
| Property, plant and equipment, net | 301.2 | 283.2 | ||
| Other assets | ||||
| Goodwill | 2,392.2 | 2,258.3 | ||
| Intangibles, net | 325.9 | 339.2 | ||
| Other non-current assets | 202.8 | 196.9 | ||
| Total other assets | 2,920.9 | 2,794.4 | ||
| Total assets | $ | 4,197.2 | $ | 4,139.5 |
| Liabilities and Equity | ||||
| Current liabilities | ||||
| Accounts payable | $ | 245.1 | $ | 325.1 |
| Employee compensation and benefits | 117.0 | 71.0 | ||
| Other current liabilities | 410.4 | 352.9 | ||
| Total current liabilities | 772.5 | 749.0 | ||
| Other liabilities | ||||
| Long-term debt | 839.6 | 1,029.1 | ||
| Pension and other post-retirement compensation and benefits | 102.0 | 96.4 | ||
| Deferred tax liabilities | 107.4 | 104.4 | ||
| Other non-current liabilities | 269.4 | 206.7 | ||
| Total liabilities | 2,090.9 | 2,185.6 | ||
| Equity | 2,106.3 | 1,953.9 | ||
| Total liabilities and equity | $ | 4,197.2 | $ | 4,139.5 |
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| Pentair plc and Subsidiaries | ||||
|---|---|---|---|---|
| Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||
| Years ended December 31 | ||||
| In millions | 2020 | 2019 | ||
| Operating activities | ||||
| Net income | $ | 358.6 | $ | 355.7 |
| (Income) loss from discontinued operations, net of tax | (1.5) | 6.0 | ||
| Adjustments to reconcile net income from continuing operations to net cash provided by operating activities of continuing operations | ||||
| Equity income of unconsolidated subsidiaries | (1.4) | (3.5) | ||
| Depreciation | 46.7 | 48.3 | ||
| Amortization | 28.4 | 31.7 | ||
| Loss (gain) on sale of businesses | 0.1 | (2.2) | ||
| Deferred income taxes | 4.6 | (18.4) | ||
| Share-based compensation | 20.3 | 21.4 | ||
| Asset impairment | — | 21.2 | ||
| Pension and other post-retirement expense | 12.2 | 1.9 | ||
| Pension and other post-retirement contributions | (8.4) | (20.9) | ||
| Changes in assets and liabilities, net of effects of business acquisitions | ||||
| Accounts and notes receivable | 148.3 | (17.5) | ||
| Inventories | (29.1) | 13.6 | ||
| Other current assets | (2.3) | (18.4) | ||
| Accounts payable | (81.9) | (63.6) | ||
| Employee compensation and benefits | 42.5 | (19.1) | ||
| Other current liabilities | 32.0 | (0.4) | ||
| Other non-current assets and liabilities | 5.1 | 9.4 | ||
| Net cash provided by operating activities of continuing operations | 574.2 | 345.2 | ||
| Net cash (used for) provided by operating activities of discontinued operations | (0.6) | 7.8 | ||
| Net cash provided by operating activities | 573.6 | 353.0 | ||
| Investing activities | ||||
| Capital expenditures | (62.2) | (58.5) | ||
| Proceeds from sale of property and equipment | 0.1 | 0.6 | ||
| Proceeds from sale of businesses | — | 15.3 | ||
| Acquisitions, net of cash acquired | (58.0) | (287.8) | ||
| Other | 2.2 | (1.5) | ||
| Net cash used for investing activities | (117.9) | (331.9) | ||
| Financing activities | ||||
| Net (repayments) receipts of commercial paper and revolving long-term debt | (117.5) | 51.5 | ||
| Proceeds from long-term debt | — | 600.0 | ||
| Repayments of long-term debt | (74.0) | (401.5) | ||
| Shares issued to employees, net of shares withheld | 32.9 | 12.5 | ||
| Repurchases of ordinary shares | (150.2) | (150.0) | ||
| Dividends paid | (127.1) | (122.7) | ||
| Other | — | (6.9) | ||
| Net cash used for financing activities | (435.9) | (17.1) | ||
| Effect of exchange rate changes on cash and cash equivalents | (20.2) | 4.2 | ||
| Change in cash and cash equivalents | (0.4) | 8.2 | ||
| Cash and cash equivalents, beginning of year | 82.5 | 74.3 | ||
| Cash and cash equivalents, end of year | $ | 82.1 | $ | 82.5 |
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| Pentair plc and Subsidiaries | ||||
|---|---|---|---|---|
| Reconciliation of the GAAP operating activities cash flow to the non-GAAP free cash flow (Unaudited) | ||||
| Years ended December 31 | ||||
| In millions | 2020 | 2019 | ||
| Net cash provided by operating activities of continuing operations | $ | 574.2 | $ | 345.2 |
| Capital expenditures | (62.2) | (58.5) | ||
| Proceeds from sale of property and equipment | 0.1 | 0.6 | ||
| Free cash flow from continuing operations | $ | 512.1 | $ | 287.3 |
| Net cash (used for) provided by operating activities of discontinued operations | (0.6) | 7.8 | ||
| Free cash flow | $ | 511.5 | $ | 295.1 |
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| Pentair plc and Subsidiaries | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Supplemental Financial Information by Reportable Segment (Unaudited) | |||||||||||||||
| 2020 | |||||||||||||||
| In millions | First <br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter | Full<br>Year | ||||||||||
| Net sales | |||||||||||||||
| Consumer Solutions | $ | 388.8 | $ | 401.2 | $ | 470.8 | $ | 482.1 | $ | 1,742.9 | |||||
| Industrial & Flow Technologies | 320.9 | 311.8 | 327.4 | 313.5 | 1,273.6 | ||||||||||
| Other | 0.3 | 0.3 | 0.3 | 0.4 | 1.3 | ||||||||||
| Consolidated | $ | 710.0 | $ | 713.3 | $ | 798.5 | $ | 796.0 | $ | 3,017.8 | |||||
| Segment income (loss) | |||||||||||||||
| Consumer Solutions | $ | 84.8 | $ | 96.7 | $ | 113.8 | $ | 123.8 | $ | 419.1 | |||||
| Industrial & Flow Technologies | 44.7 | 44.1 | 42.7 | 33.1 | 164.6 | ||||||||||
| Other | (18.0) | (16.1) | (16.0) | (16.0) | (66.1) | ||||||||||
| Consolidated | $ | 111.5 | $ | 124.7 | $ | 140.5 | $ | 140.9 | $ | 517.6 | |||||
| Return on sales | |||||||||||||||
| Consumer Solutions | 21.8 | % | 24.1 | % | 24.2 | % | 25.7 | % | 24.0 | % | |||||
| Industrial & Flow Technologies | 13.9 | % | 14.1 | % | 13.0 | % | 10.6 | % | 12.9 | % | |||||
| Consolidated | 15.7 | % | 17.5 | % | 17.6 | % | 17.7 | % | 17.2 | % | |||||
| Pentair plc and Subsidiaries | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Supplemental Financial Information by Reportable Segment (Unaudited) | |||||||||||||||
| 2019 | |||||||||||||||
| In millions | First<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter | Full<br>Year | ||||||||||
| Net sales | |||||||||||||||
| Consumer Solutions | $ | 358.2 | $ | 437.1 | $ | 377.0 | $ | 439.4 | $ | 1,611.7 | |||||
| Industrial & Flow Technologies | 330.3 | 362.1 | 336.2 | 315.5 | 1,344.1 | ||||||||||
| Other | 0.4 | 0.3 | 0.4 | 0.3 | 1.4 | ||||||||||
| Consolidated | $ | 688.9 | $ | 799.5 | $ | 713.6 | $ | 755.2 | $ | 2,957.2 | |||||
| Segment income (loss) | |||||||||||||||
| Consumer Solutions | $ | 75.2 | $ | 109.0 | $ | 81.9 | $ | 113.5 | $ | 379.6 | |||||
| Industrial & Flow Technologies | 41.0 | 59.7 | 55.9 | 42.4 | 199.0 | ||||||||||
| Other | (17.5) | (14.6) | (15.0) | (15.2) | (62.3) | ||||||||||
| Consolidated | $ | 98.7 | $ | 154.1 | $ | 122.8 | $ | 140.7 | $ | 516.3 | |||||
| Return on sales | |||||||||||||||
| Consumer Solutions | 21.0 | % | 24.9 | % | 21.7 | % | 25.8 | % | 23.6 | % | |||||
| Industrial & Flow Technologies | 12.4 | % | 16.5 | % | 16.6 | % | 13.4 | % | 14.8 | % | |||||
| Consolidated | 14.3 | % | 19.3 | % | 17.2 | % | 18.6 | % | 17.5 | % |
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| Pentair plc and Subsidiaries | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of the GAAP year ended December 31, 2020 to the non-GAAP | |||||||||||||||
| excluding the effect of 2020 adjustments (Unaudited) | |||||||||||||||
| In millions, except per-share data | First<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter | Full<br>Year | ||||||||||
| Net sales | $ | 710.0 | $ | 713.3 | $ | 798.5 | $ | 796.0 | $ | 3,017.8 | |||||
| Operating income | 100.7 | 111.1 | 128.1 | 121.5 | 461.4 | ||||||||||
| % of net sales | 14.2 | % | 15.6 | % | 16.0 | % | 15.3 | % | 15.3 | % | |||||
| Adjustments: | |||||||||||||||
| Restructuring and other | 2.4 | 1.1 | 2.1 | 9.8 | 15.4 | ||||||||||
| Intangible amortization | 7.6 | 7.0 | 6.9 | 6.9 | 28.4 | ||||||||||
| COVID-19 related costs and expenses | 0.9 | 4.8 | 2.6 | 2.1 | 10.4 | ||||||||||
| Deal related costs and expenses | 0.4 | — | — | 0.2 | 0.6 | ||||||||||
| Equity (loss) income of unconsolidated subsidiaries | (0.5) | 0.7 | 0.8 | 0.4 | 1.4 | ||||||||||
| Segment income | 111.5 | 124.7 | 140.5 | 140.9 | 517.6 | ||||||||||
| Return on sales | 15.7 | % | 17.5 | % | 17.6 | % | 17.7 | % | 17.2 | % | |||||
| Net income from continuing operations—as reported | 72.7 | 73.8 | 110.8 | 99.8 | 357.1 | ||||||||||
| Loss on sale of businesses | — | 0.1 | — | — | 0.1 | ||||||||||
| Pension and other post-retirement mark-to-market loss | — | — | — | 6.7 | 6.7 | ||||||||||
| Other income | — | — | (2.2) | — | (2.2) | ||||||||||
| Adjustments to operating income | 11.3 | 12.9 | 11.6 | 19.0 | 54.8 | ||||||||||
| Income tax adjustments | 3.3 | 11.1 | (3.6) | (8.1) | 2.7 | ||||||||||
| Net income from continuing operations—as adjusted | $ | 87.3 | $ | 97.9 | $ | 116.6 | $ | 117.4 | $ | 419.2 | |||||
| Continuing earnings per ordinary share—diluted | |||||||||||||||
| Diluted earnings per ordinary share—as reported | $ | 0.43 | $ | 0.44 | $ | 0.66 | $ | 0.60 | $ | 2.13 | |||||
| Adjustments | 0.09 | 0.15 | 0.04 | 0.10 | 0.37 | ||||||||||
| Diluted earnings per ordinary share—as adjusted | $ | 0.52 | $ | 0.59 | $ | 0.70 | $ | 0.70 | $ | 2.50 |
(more)
9
| Pentair plc and Subsidiaries | |||||
|---|---|---|---|---|---|
| Reconciliation of the GAAP year ending December 31, 2021 to the non-GAAP | |||||
| excluding the effect of 2021 adjustments (Unaudited) | |||||
| Forecast | |||||
| In millions, except per-share data | First<br>Quarter | Full<br>Year | |||
| Net sales | approx | Up 7 - 12 % | approx | Up 3 - 5 % | |
| Operating income | |||||
| Adjustments: | |||||
| Intangible amortization | approx | approx | |||
| Equity income of unconsolidated subsidiaries | approx | approx | |||
| Segment income | |||||
| Net income from continuing operations—as reported | approx | 85 - 99 | approx | 404 - 429 | |
| Adjustments to operating income | approx | 6 | approx | 24 | |
| Income tax adjustments | approx | 1 | approx | 4 | |
| Net income from continuing operations—as adjusted | approx | 92 - 106 | approx | 432 - 457 | |
| Continuing earnings per ordinary share—diluted | |||||
| Diluted earnings per ordinary share—as reported | approx | 0.51 - 0.59 | approx | 2.43 - 2.58 | |
| Adjustments | approx | 0.04 | approx | 0.17 | |
| Diluted earnings per ordinary share—as adjusted | approx | 0.55 - 0.63 | approx | 2.60 - 2.75 |
All values are in US Dollars.
(more)
10
| Pentair plc and Subsidiaries | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of Net Sales Growth to Core Net Sales Growth by Segment | ||||||||||||||||
| For the Quarter and Year Ended December 31, 2020 (Unaudited) | ||||||||||||||||
| Q4 Net Sales Growth | Full Year Net Sales Growth | |||||||||||||||
| Core | Currency | Acq. / Div. | Total | Core | Currency | Acq. / Div. | Total | |||||||||
| Total Pentair | 3.4 | % | 1.7 | % | 0.3 | % | 5.4 | % | 1.3 | % | 0.2 | % | 0.5 | % | 2.0 | % |
| Consumer Solutions | 8.4 | % | 0.8 | % | 0.6 | % | 9.8 | % | 7.1 | % | — | % | 1.0 | % | 8.1 | % |
| Industrial & Flow Technologies | (3.4) | % | 2.7 | % | — | % | (0.7) | % | (5.6) | % | 0.4 | % | — | % | (5.2) | % |
(more)
11
| 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<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter | Full<br>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 |