8-K
Trane Technologies plc (TT)
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) — April 8, 2020
____________________________________________
TRANE TECHNOLOGIES PLC
(Exact name of registrant as specified in its charter)
____________________________________________
| Ireland | 001-34400 | 98-0626632 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
170/175 Lakeview Drive
Airside Business Park
Swords Co. Dublin
Ireland
(Address of principal executive offices, including zip code)
+(353)(0)18707400
(Registrant’s phone number, including area code)
(Former name or former address, if changed since last report)
____________________________________________
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 | Name of each exchange on which registered |
| Ordinary Shares, Par Value $1.00 per Share | TT | 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 of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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. o
| Item 7.01. | Regulation FD Disclosure |
|---|
On March 2, 2020, Trane Technologies plc (the "Company") announced a realignment of its organizational structure to provide a simpler organizational model and business segment structure to enhance its regional go-to-market capabilities. This model is designed to create deep customer focus and relevance in markets around the world. As a result of these changes, information that the Company's chief operating decision maker (its chief executive officer) regularly reviews for purposes of allocating resources and assessing performance changed. Therefore, effective with the reporting of first quarter 2020 results, the Company will report its financial performance based on the three reportable segments described below.
Americas
The Trane Technologies Americas segment innovates for customers in the North America and Latin America regions. The Americas segment encompasses commercial heating and cooling systems, building controls, and energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.
Europe, Middle East and Africa ("EMEA")
The Trane Technologies EMEA segment innovates for customers in the Europe, the Middle East and Africa region. The EMEA segment encompasses heating and cooling systems, services and solutions for commercial buildings, and transport refrigeration systems and solutions.
Asia Pacific
The Trane Technologies Asia Pacific segment innovates for customers throughout the Asia Pacific region and India. The Asia Pacific segment encompasses heating and cooling systems, services and solutions for commercial buildings and transport refrigeration systems and solutions.
Exhibit 99.1 to this Current Report on Form 8-K provides a summary of the Company's historical segment results recast for the new reporting structure. The recast historical segment results exclude the results of the Company's Industrial segment businesses, which were separated from the Company's remaining operations through the spin-off of Ingersoll-Rand U.S. Holdco, Inc. ("Ingersoll-Rand Industrial") to shareholders of record as of February 24, 2020 on a pro rata basis and merger of Ingersoll-Rand Industrial with a wholly owned subsidiary of Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) in a Reverse Morris Trust transaction. The information contained in Exhibit 99.1 is being furnished in order to provide the financial community with historical financial information that is presented on a basis consistent with the new reporting structure.
The information in Item 7.01 in this Current Report on Form 8-K, Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| (d) Exhibits. | |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Recast Unaudited Business Segments - for the years ended December 31, 2019 and December 31, 2018 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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 hereunto duly authorized.
| TRANE TECHNOLOGIES PLC<br><br>(Registrant) | ||
|---|---|---|
| Date: | April 8, 2020 | /s/ Christopher J. Kuehn |
| Christopher J. Kuehn, Senior Vice President<br><br>and Chief Financial Officer |
Exhibit
Exhibit 99.1
RECAST UNAUDITED BUSINESS SEGMENTS
On February 29, 2020, Trane Technologies plc (the Company) completed its Reverse Morris Trust transaction with Gardner Denver Holdings, Inc. (Gardner Denver) whereby the Company separated its former Industrial segment (Ingersoll Rand Industrial) through a pro rata distribution to shareholders of record as of February 24, 2020. The Company now operates as a global climate innovator that brings efficient and sustainable climate solutions to buildings, homes and transportation driven by strategic brands and an environmentally responsible portfolio of products and services. In connection with the separation, the Company announced a simpler organizational model and business segment structure designed to enhance its regional go-to-market capabilities. Going forward, the Company will operate its business and report its financials through a regional segment structure comprised of the Americas segment, the Europe, Middle East and Africa (EMEA) segment and the Asia Pacific segment. This model is designed to create deep customer focus and relevance in markets around the world.
In addition, the Company replaced its historical key performance metric, operating income, with adjusted EBITDA, or generally accepted accounting principles in the United States ("GAAP") net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring and discontinued operations. The Company believes that unlike operating income, which provides the actual profit generated by the Company's operations, adjusted EBITDA provides profitability as well as earnings power and ability to generate cash. As a result, the Company's chief operating decision maker evaluates the financial performance of the business segments based on segment adjusted EBITDA. Segment adjusted EBITDA is defined as GAAP net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring, unallocated corporate expenses, and discontinued operations. Segment adjusted EBITDA is also a key component for consideration in performance reviews, compensation and resource allocation. For these reasons, the Company believes that segment adjusted EBITDA represents the most relevant measure of segment profit and loss.
The following table provides certain recast segment information for the years ended December 31, 2019 and 2018. The Company's presentation of segment operating income, adjusted operating income, segment adjusted EBITDA and adjusted EBITDA may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for net earnings or other results reported in accordance with GAAP. The following annual results exclude Ingersoll-Rand Industrial’s financial results and separation-related costs, which will be presented as discontinued operations due to the completion of the spin-off of Ingersoll-Rand Industrial and Reverse Morris Trust transaction. The recast of previously issued financial information does not represent a restatement of previously issued financial statements and does not affect our reported net earnings, earnings per share, total assets, or stockholders’ equity for any of the previously reported periods.
| Years ended | |||||||
|---|---|---|---|---|---|---|---|
| Dollar amounts in millions | 2019 | 2018 | |||||
| Americas | |||||||
| Net revenues | $ | 10,059.5 | $ | 9,219.4 | |||
| Segment operating income* | 1,515.7 | 1,339.5 | |||||
| Segment operating income as a percentage of net revenues* | 15.1 | % | 14.5 | % | |||
| Restructuring costs | 39.0 | 27.5 | |||||
| Adjusted operating income* | 1,554.7 | 1,367.0 | |||||
| Adjusted operating income as a percentage of revenues* | 15.5 | % | 14.8 | % | |||
| Depreciation and amortization | 213.6 | 208.8 | |||||
| Other income/(expense), net | (26.2 | ) | (10.3 | ) | |||
| Segment adjusted EBITDA | $ | 1,742.1 | $ | 1,565.5 | |||
| Segment adjusted EBITDA as a percentage of net revenues | 17.3 | % | 17.0 | % | |||
| Capital expenditures | $ | 146.8 | $ | 195.3 |
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| Years ended | |||||||
|---|---|---|---|---|---|---|---|
| Dollar amounts in millions | 2019 | 2018 | |||||
| Europe, Middle East and Africa | |||||||
| Net revenues | $ | 1,762.6 | $ | 1,831.1 | |||
| Segment operating income* | 233.0 | 272.0 | |||||
| Segment operating income as a percentage of net revenues* | 13.2 | % | 14.9 | % | |||
| Restructuring costs | 5.1 | 4.6 | |||||
| Adjusted operating income* | 238.1 | 276.6 | |||||
| Adjusted operating income as a percentage of revenues* | 13.5 | % | 15.1 | % | |||
| Depreciation and amortization | 31.0 | 30.0 | |||||
| Other income/(expense), net | (1.4 | ) | (3.9 | ) | |||
| Segment adjusted EBITDA | $ | 267.7 | $ | 302.7 | |||
| Segment adjusted EBITDA as a percentage of net revenues | 15.2 | % | 16.5 | % | |||
| Capital expenditures | $ | 30.0 | $ | 14.5 | |||
| Asia Pacific | |||||||
| Net revenues | $ | 1,253.8 | $ | 1,293.3 | |||
| Segment operating income* | 159.8 | 154.7 | |||||
| Segment operating income as a percentage of net revenues* | 12.7 | % | 12.0 | % | |||
| Restructuring costs | 6.7 | 2.0 | |||||
| Adjusted operating income* | 166.5 | 156.7 | |||||
| Adjusted operating income as a percentage of revenues* | 13.3 | % | 12.1 | % | |||
| Depreciation and amortization | 13.4 | 13.2 | |||||
| Other income/(expense), net | 2.9 | 3.3 | |||||
| Segment adjusted EBITDA | $ | 182.8 | $ | 173.2 | |||
| Segment adjusted EBITDA as a percentage of net revenues | 14.6 | % | 13.4 | % | |||
| Capital expenditures | $ | 11.3 | $ | 7.5 | |||
| Total net revenues | $ | 13,075.9 | $ | 12,343.8 | |||
| Reconciliation to adjusted operating income* | |||||||
| Segment operating income* from reportable segments | $ | 1,908.5 | $ | 1,766.2 | |||
| Restructuring costs from reportable segments | 50.8 | 34.1 | |||||
| Adjusted operating income from reportable segments* | 1,959.3 | 1,800.3 | |||||
| Adjusted operating income from reportable segments as a percentage of net revenues* | 15.0 | % | 14.6 | % | |||
| Unallocated corporate expense | (238.4 | ) | (254.1 | ) | |||
| Corporate and other restructuring costs | 1.8 | 9.4 | |||||
| Total adjusted unallocated corporate expense | (236.6 | ) | (244.7 | ) | |||
| Total adjusted operating income* | 1,722.7 | 1,555.6 | |||||
| Adjusted operating income as a percentage of net revenues* | 13.2 | % | 12.6 | % |
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| Years ended | |||||||
|---|---|---|---|---|---|---|---|
| Dollar amounts in millions | 2019 | 2018 | |||||
| Reconciliation to adjusted EBITDA* | |||||||
| Adjusted operating income from reportable segments* | 1,959.3 | 1,800.3 | |||||
| Depreciation and amortization from reportable segments | 258.0 | 252.0 | |||||
| Other income/(expense), net from reportable segments | (24.7 | ) | (10.9 | ) | |||
| Total Segment adjusted EBITDA | 2,192.6 | 2,041.4 | |||||
| Total Segment adjusted EBITDA as a percentage of net revenues | 16.8 | % | 16.5 | % | |||
| Total adjusted unallocated corporate expense | (236.6 | ) | (244.7 | ) | |||
| Unallocated depreciation and amortization | 30.8 | 30.3 | |||||
| Unallocated other income/(expense), net | (3.7 | ) | (22.4 | ) | |||
| Total adjusted EBITDA* | $ | 1,983.1 | $ | 1,804.6 | |||
| Total adjusted EBITDA as a percentage of net revenues* | 15.2 | % | 14.6 | % | |||
| Capital Expenditures | |||||||
| Capital expenditures from reportable segments | $ | 188.1 | $ | 217.3 | |||
| Corporate capital expenditures | 17.3 | 67.4 | |||||
| Total capital expenditures | $ | 205.4 | $ | 284.7 | |||
| Reconciliation of adjusted EBITDA* to net earnings | |||||||
| Total adjusted EBITDA* | $ | 1,983.1 | $ | 1,804.6 | |||
| Interest expense | (242.8 | ) | (221.0 | ) | |||
| Provision for income taxes | (238.6 | ) | (234.9 | ) | |||
| Depreciation and amortization | (288.8 | ) | (282.3 | ) | |||
| Restructuring costs | (52.6 | ) | (43.5 | ) | |||
| Net earnings from continuing operations | 1,160.3 | 1,022.9 | |||||
| Discontinued operations | 268.2 | 334.6 | |||||
| Net earnings | $ | 1,428.5 | $ | 1,357.5 |
*Represents a non-GAAP measure, refer to page 4 for definitions.
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Non-GAAP measures definitions
Segment operating income is defined as GAAP operating income excluding unallocated corporate expenses.
Segment operating income as a percentage of net revenues is defined as segment operating income divided by net revenues.
Adjusted operating income is defined as GAAP operating income plus restructuring costs.
Adjusted operating income as a percentage of net revenues is defined as adjusted operating income divided by net revenues.
Adjusted EBITDA is defined as GAAP net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring and discontinued operations.
Adjusted EBITDA as a percentage of net revenues is defined as adjusted EBITDA divided by net revenues.
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