VNT 8-K
Vontier Corp (VNT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On January 12, 2021, Vontier Corporation (“Vontier”) filed with the Securities and Exchange Commission a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) in connection with a proposed underwritten offering of 33,507,410 shares of its common stock currently owned by Fortive Corporation, Vontier’s former parent company (the “Offering”). The Preliminary Prospectus Supplement contains preliminary unaudited estimates of certain financial and operational metrics for the three months and fiscal year ended December 31, 2020. For the three months ended December 31, 2020, based on preliminary results, we estimate that our total sales were between $810 million and $820 million as compared to $743 million for the three months ended December 31, 2019, or an approximately 9% increase (based on the midpoint of the range) compared to the three months ended December 31, 2019, primarily driven by high single digit growth from existing businesses. For the year ended December 31, 2020, we estimate that there was a low single digit decline in sales from existing businesses compared to the year ended December 31, 2019. We estimate our Operating Profit for the three months ended December 31, 2020 to be between $175 million and $181 million as compared to $163 million for the three months ended December 31, 2019, or an approximately 9% increase (based on the midpoint of the range) compared to the three months ended December 31, 2019.
The disclosure regarding the preliminary estimates contained in the Preliminary Prospectus Supplement is set forth in the excerpt of the Preliminary Prospectus Supplement attached hereto as Exhibit 99.1.
Our financial results for the three months and year ended December 31, 2020 are not yet complete and will not be available until after the completion of the Offering. Accordingly, we are presenting certain preliminary unaudited estimated financial results as of December 31, 2020 and for the three months and year then ended. The unaudited estimated financial results set forth in this report are preliminary and subject to revision based upon the completion of our quarter-end financial closing processes and our year-end audit as well as the related external review of the results of operations for the three months and year ended December 31, 2020. Our preliminary unaudited estimated financial results are forward-looking statements based solely on information available to us as of the date of this report. As a result, our actual results for the three months and year ended December 31, 2020 may differ materially from the preliminary unaudited estimated financial results set forth in this report upon the completion of our financial closing procedures, final adjustments, and other developments that may arise prior to the time our financial results are finalized. You should not place undue reliance on these estimates.
| ITEM 8.01 | OTHER EVENTS |
On January 12, 2021, Vontier Corporation issued a press release announcing the commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Preliminary Prospectus Supplement Excerpt | |
| 99.2 | Press Release, dated January 12, 2021 | |
| 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.
| VONTIER CORPORATION | ||
| By: | /s/ Courtney Kamlet | |
| Name: | Courtney Kamlet | |
| Title: | Vice President - Associate General Counsel and Corporate Secretary | |
Date: January 12, 2021
Exhibit 99.1
Recent Developments
Preliminary Unaudited Estimated Financial Results as of December 31, 2020 and for the Three Months and the Year then Ended
Our financial results for the three months and year ended December 31, 2020 are not yet complete and will not be available until after the completion of this offering. Accordingly, we are presenting certain preliminary unaudited estimated financial results as of December 31, 2020 and for the three months and year then ended. The unaudited estimated financial results set forth below are preliminary and subject to revision based upon the completion of our quarter-end financial closing processes and our year-end audit as well as the related external review of the results of operations for the three months and year ended December 31, 2020. Our preliminary unaudited estimated financial results are forward-looking statements based solely on information available to us as of the date of this prospectus. As a result, our actual results for the three months and year ended December 31, 2020 may differ materially from the preliminary unaudited estimated financial results set forth below upon the completion of our financial closing procedures, final adjustments, and other developments that may arise prior to the time our financial results are finalized. You should not place undue reliance on these estimates. For additional information, see “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors.”
For the three months ended December 31, 2020, based on preliminary results, we estimate that our total sales were between $810 million and $820 million as compared to $743 million for the three months ended December 31, 2019, or an approximately 9% increase (based on the midpoint of the range) compared to the three months ended December 31, 2019, primarily driven by high single digit growth from existing businesses. For the year ended December 31, 2020, we estimate that there was a low single digit decline in sales from existing businesses compared to the year ended December 31, 2019. We estimate our Operating Profit for the three months ended December 31, 2020 to be between $175 million and $181 million as compared to $163 million for the three months ended December 31, 2019, or an approximately 9% increase (based on the midpoint of the range) compared to the three months ended December 31, 2019. We estimate our Adjusted Operating Profit for the three months ended December 31, 2020 to be between $198 million and $206 million as compared to $177 million for the three months ended December 31, 2019, or an approximately 14% increase (based on the midpoint of the range) compared to the three months ended December 31, 2019, primarily driven by growth in total sales during this same period. The Adjusted Operating Profit does not take into account the full-expected costs of running Vontier as a separate public company. We expect these incremental annual separate public company costs in excess of the costs that have been historically allocated to us for the fiscal year December 31, 2019 to range between approximately $35 million and $45 million. During the course of fiscal year 2020, we added to our operating expense base, reducing the amount of incremental annual separate public company costs in excess of the costs that have been historically allocated to us. After giving effect to the impact of these incremental costs in 2019 and 2020, we estimate that our Adjusted Operating Profit margins would have improved by more than 200 bps in the three months ended December 31, 2020 compared to three months ended December 31, 2019.
The following table provides detail on our preliminary estimated financial results for the three months ended December 31, 2020 and reconciles Adjusted Operating Profit to Operating Profit, the most directly comparable GAAP metric:
| For the Three Months Ended December 31, |
For the Year Ended December 31, |
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| 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||
| ($ in millions) |
Low | High | (Actual) | Low | High | (Actual) | ||||||||||||||||||
| Statement of earnings data: |
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| Net sales |
$ | 810 | $ | 820 | $ | 743 | $ | 2,700 | $ | 2,710 | $ | 2,772 | ||||||||||||
| For the Three Months | For the Year |
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| Reconciliation of Operating Profit to Adjusted | Ended December 31, | Ended December 31, | ||||||||||||||||||||||
| Operating Profit | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| ($ in millions) |
Low | High | (Actual) | Low | High | (Actual) | ||||||||||||||||||
| Operating profit (GAAP) |
$ | 175 | $ | 181 | $ | 163 | $ | 465 | $ | 471 | $ | 563 | ||||||||||||
| Amortization expense |
7 | 7 | 8 | 29 | 29 | 32 | ||||||||||||||||||
| Goodwill impairment |
— | — | — | 85 | 85 | — | ||||||||||||||||||
| Non-recurring restructuring |
5 | 5 | 6 | 5 | 5 | 6 | ||||||||||||||||||
| One-time costs related to separation |
11 | 13 | — | 24 | 26 | — | ||||||||||||||||||
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| Adjusted operating profit (Non-GAAP) |
$ | 198 | $ | 206 | $ | 177 | $ | 608 | $ | 616 | $ | 601 | ||||||||||||
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As of December 31, 2020, based on preliminary results, we estimate our Cash and Cash Equivalents at approximately $375 million, including the impact of a financing outflow of approximately $85 million during the three months ended December 31, 2020, associated with the payment of excess cash flows to Fortive in connection with the separation and distribution. As of December 31, 2020, we estimate Total Debt at approximately $1.8 billion.
Our preliminary unaudited estimated results contained in this prospectus have been prepared in good faith by, and are the responsibility of, management based upon our internal reporting for the three months and the year ended December 31, 2020. Ernst & Young LLP has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.
Exhibit 99.2
VONTIER ANNOUNCES LAUNCH OF SECONDARY EQUITY OFFERING OF REMAINING SHARES OF COMMON STOCK HELD BY FORTIVE
RALEIGH, N.C., January 12, 2021 – Vontier Corporation (“Vontier”) (NYSE: VNT) today announced the commencement of an underwritten offering of 33,507,410 shares of its common stock, representing all of the shares of Vontier common stock currently owned by Fortive Corporation (“Fortive”), Vontier’s former parent company. Vontier is not selling any shares and will not receive any proceeds from the sale of the shares in the offering or the debt-for-equity exchange (as described below).
Prior to the closing of the offering, Fortive intends to exchange the shares of Vontier common stock to be sold in the offering for indebtedness of Fortive currently owned by Goldman Sachs & Co. LLC. Goldman Sachs & Co. LLC, as the selling stockholder in the offering, then intends to sell these shares of Vontier common stock to the underwriters in connection with the public offering.
Goldman Sachs & Co. LLC, Citigroup, and Evercore Group LLC are acting as joint lead book-runners for the offering and as representatives of the underwriters. BofA Securities, J.P. Morgan Securities LLC, Morgan Stanley, Credit Suisse Securities (USA) LLC, UBS Securities LLC, and Baird are also acting as joint book-runners.
A registration statement on Form S-1 relating to these securities has been filed with and declared effective by the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering is being made only by means of a prospectus supplement and an accompanying prospectus. A copy of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by calling toll-free at (866) 471-2526, or by facsimile at (212) 902-9316 or via email at [email protected]; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone 800-831-9146; or Evercore Group LLC, Attn: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, by phone at (888) 474-0200, or by email at [email protected]. You may also obtain a copy of the preliminary prospectus supplement and accompanying prospectus, without charge, by visiting the SEC’s website at https://www.sec.gov/.
ABOUT VONTIER
Vontier is a global industrial technology company focused on transportation and mobility solutions. The company’s portfolio of trusted brands includes market-leading expertise in mobility technologies, retail and commercial fueling, fleet management, telematics, vehicle diagnostics and repair, and smart cities end-markets. Vontier’s innovative products, services, and software advance efficiency, safety, security, and environmental compliance worldwide.
Guided by the proven Vontier Business System and an unwavering commitment to continuous improvement and customer success, Vontier keeps traffic flowing through more than 90,000 intersections, serves more than 260,000 customer fueling sites, monitors more than 480,000 commercial vehicles, and equips over 600,000 auto technicians worldwide. Vontier’s history of innovation, margin profile, and cash flow characteristics are expected to support continued investment across a spectrum of compelling organic and capital deployment growth opportunities. Vontier is mobilizing the future to create a better world.
FORWARD-LOOKING STATEMENTS
This news release and other oral or written statements that we make from time to time, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding business strategies, market potential, future financial performance and other matters. Forward-looking statements can be identified by the use of forward-looking terms such as “believe,” “expect,” “estimate,” “could,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” or other comparable terms. These forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Such risks and uncertainties include, but are not limited to: weather conditions and seasonality; weakening general economic conditions; lawsuits, enforcement actions and other claims by third parties or governmental authorities; the effects of our substantial indebtedness; the success of our business strategies; and failure to achieve some or all of the expected benefits of our separation from Fortive. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this news release. For a discussion of other important factors that could cause Vontier’s results to differ materially from those expressed in, or implied by, the forward-looking statements included in this document, you should refer to the risks and uncertainties detailed in Vontier’s periodic reports filed with the SEC as well as the disclosure contained under the heading “Risk Factors” in our registration statement on Form S-1 filed with the SEC. Except as required by law, Vontier does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise.
CONTACT
Lisa Curran
Vice President, Investor Relations
Vontier Corporation
5420 Wade Park Boulevard, Suite 206
Raleigh, NC, 27607
Telephone: (984) 275-6000