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8-K - FORM 8-K - PENTAIR plcc64320e8vk.htm
Exhibit 99.1
Pentair, Inc.
5500 Wayzata Blvd., Suite 800
MInneapolis, MN 55416
763 545 1730 Tel
763 656 5400 Fax
(PENTAIR DRAFT LOGO)
News Release
Pentair Reports First Quarter Sales Growth of 12 Percent
and EPS of $0.51, Up 46 Percent
    First quarter sales increased 12 percent to $790 million
 
    EPS increased 46 percent to $0.51; Adjusted EPS of $0.52 excludes acquisition costs
 
    Operating margins expanded more than 200 basis points in both Water and Technical Products
 
    Full Year EPS outlook raised
All financial information and period-to-period references are on a continuing operations basis unless otherwise noted. Reconciliations of GAAP to Non-GAAP are in the attached financial tables.
MINNEAPOLIS, Minn. — April 26, 2011 — Pentair, Inc. (NYSE: PNR) today announced first quarter 2011 sales of $790 million, an increase of 12 percent from the prior year quarter. Sales growth was broad-based across its two segments, Water and Technical Products, with double-digit increases in the U.S., Europe and fast growth markets. Earnings per diluted share from continuing operations (EPS) for the first quarter were $0.51, an increase of 46 percent as compared to the $0.35 of EPS in the first quarter last year. When adjusted to exclude acquisition related costs, first quarter 2011 EPS was $0.52, an increase of 49 percent as compared to the same period in the prior year.
“The first quarter was a great start to the year, with 12 percent organic revenue growth, meaningful margin expansion and excellent earnings growth. Our investments are yielding positive results, particularly evident in our geographic expansion, strong innovation and productivity gains,” said Randall J. Hogan, Pentair chairman and chief executive officer. “Strong demand in the industrial end markets continued, along with rapid growth in fast growth markets, led by China where sales were up 26 percent. While the U.S. residential end market continues its modest recovery, demand for our energy-efficient and sustainable product offerings remains solid,” added Hogan.
The company delivered first quarter operating income of $86 million, up 35 percent from the prior year quarter, or up 38 percent to $88 million, when adjusted to exclude acquisition related costs. Overall, operating margins for the first quarter increased 190 basis points to 10.9 percent when compared to first quarter 2010 operating margins. Adjusted to exclude acquisition related costs, first quarter operating margins increased 210 basis points to 11.1 percent, as the impact from higher sales volume, pricing and productivity gains more than offset cost increases for raw materials and labor.
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The company said it expects to achieve free cash flow of greater than $240 million for the full year 2011, driven by improvements in working capital and earnings growth. Total company free cash flow was a usage of $61 million in the first quarter 2011 reflecting normal seasonality.
First Quarter Business Highlights
Water sales grew 8 percent year-over-year to $515 million, including a one-percentage point favorable impact from foreign currency exchange. Within Water, U.S. sales grew 5 percent, led by growth in pool equipment and foodservice filtration products and systems, while Western European sales increased double digits. In fast growth regions, Water sales grew 12 percent led by strength in Southeast Asia and India. Within the five Water global businesses, the first quarter sales performances were as follows:
    Residential Flow sales were up 6 percent versus the prior year quarter, as continued growth in the agricultural business and strong European pump sales helped offset the impact of a difficult comparison in U.S. de-watering products related to heavier than normal floods in the prior year quarter.
 
    Residential Filtration sales were up 3 percent as the growth from continued geographic expansion and new products was partially offset by softness in the U.S. market.
 
    Pool sales were up 15 percent driven by continued dealer expansion and solid demand for energy efficient pool products.
 
    Engineered Flow sales were up 4 percent as growth in commercial and industrial pumps helped offset modestly lower U.S. municipal sales.
 
    Filtration Solutions sales were up 10 percent, with broad-based strength across all end markets served, including foodservice, energy, industrial and desalination.
Water’s first quarter reported operating income totaled $57 million, up 34 percent as compared to $42 million in the same period last year. In the first quarter 2011, operating margins increased by 220 basis points to 11.0 percent when compared to 8.8 percent the prior year quarter. The benefits from higher volume, pricing and productivity improvements more than offset the negative impact from inflation and continued investments in growth.
Technical Products delivered first quarter 2011 sales of $275 million, an increase of 20 percent versus the prior year quarter.
    Strong global demand continued, with double-digit growth across the industrial, energy, and general electronics end markets.
 
    Sales in the U.S. increased over 15 percent year-over-year. Fast growth regions were up 40 percent, led by China where sales were up nearly 70 percent.
Technical Products’ first quarter reported operating income totaled $48 million, up 45 percent compared to $33 million in the same quarter last year. First quarter 2011 operating margins increased to a record 17.5 percent, an increase of 300 basis points when compared to the prior year quarter. Strong volume leverage, along with pricing and productivity gains, more than offset the negative impact from inflation and continued growth investments.
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Outlook
Excluding any impact related to the Clean Process Technologies (CPT) acquisition, the company raised its full year 2011 adjusted EPS guidance range to $2.30 to $2.42, reflecting the strong first quarter performance. This represents an increase of 15 to 21 percent compared to 2010 EPS. The company now expects full year 2011 sales to grow in the 6 to 8 percent range to approximately $3.2 billion. Pentair also introduced second quarter 2011 EPS guidance of $0.68 to $0.72, an increase of 11 to 18 percent compared to second quarter 2010 earnings, on expected high-single-digit revenue growth. Both the full year and second quarter outlook do not include any impact from the recently announced agreement to acquire Norit’s CPT business.
The CPT acquisition is expected to close in the second quarter of 2011, subject to the satisfaction of customary conditions and regulatory approvals. As previously announced, the transaction is expected to be dilutive to 2011 EPS by approximately $0.15, pending final purchase accounting valuations and analysis. After adjusting to exclude customer contracts and inventory step-ups of approximately $0.12 and customary transaction costs of approximately $0.06, of which $0.01 was recorded in the first quarter 2011, the acquisition is expected to be about $0.03 accretive to 2011 adjusted EPS, and add roughly $230 million to 2011 sales.
“Our updated guidance reflects our strong first quarter performance. We believe that we are well positioned for sustained, profitable growth through the year. We expect positive trends to continue in many of our end markets and margin expansion, as pricing and productivity more than offset inflation,” said Hogan. “Of course, we are excited about our recently announced agreement to acquire Norit’s Clean Process Technologies business, a global leader in innovative membrane technology and ultrafiltration and recent winner of the ‘Water Technology Company of the Year’ award,” added Hogan.
Earnings Conference Call
Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the company’s performance and first quarter 2011 results and 2011 outlook on a two-way conference call with investors and a live audio webcast at 11 a.m. Eastern today. Reconciliation of non-GAAP financial measures are set forth in the attachments to this first quarter 2011 earnings release and the first quarter 2011 earnings conference call presentation, both of which can be found at Pentair’s web site (www.pentair.com). Related financial charts and certain other information to be discussed on the conference call will be available on the company’s website shortly before the conference call. The webcast and presentation will be archived at the same site following the conclusion of the conference call.
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Caution concerning forward-looking statements
Any statements made about the company’s and CPT’s anticipated financial results are forward-looking statements subject to risks and uncertainties such as our ability to close the CPT acquisition on anticipated terms and schedule, including the ability to obtain regulatory approval of the acquisition; our ability to integrate the CPT acquisition successfully; increased risks associated with operating foreign businesses; the magnitude, timing and scope of recovery from the global economic downturn; the strength of housing and related markets; foreign currency effects; material inflation outpacing our productivity and pricing actions; retail, commercial and industrial demand; product introductions; pricing and other competitive pressures; and the company’s ability to achieve its long-term strategic operating goals, as well as other risk factors set forth in our SEC filings. Forward-looking statements included herein are made as of the date hereof, and the company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Actual results could differ materially from anticipated results.
About Pentair, Inc.
Pentair (www.pentair.com) is a global diversified industrial company headquartered in Minneapolis, Minnesota. Its Water Group is a global leader in providing innovative products and systems used worldwide in the movement, treatment, storage and enjoyment of water. Pentair’s Technical Products Group is a leader in the global enclosures and thermal management markets, designing and manufacturing thermal management products and standard, modified, and custom enclosures that protect sensitive electronics and the people that use them. With 2010 revenues of $3.0 billion, Pentair employs over 14,000 people worldwide.
Pentair Contacts:
Sara Zawoyski
Vice President, Investor Relations
Tel.: (763) 656-5575
E-mail: sara.zawoyski@pentair.com

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Pentair, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
                 
    Three months ended  
    April 2,     April 3,  
In thousands, except per-share data   2011     2010  
     
Net sales
  $ 790,273     $ 707,013  
Cost of goods sold
    541,214       493,311  
     
Gross profit
    249,059       213,702  
% of net sales
    31.5 %     30.2 %
Selling, general and administrative
    144,760       132,890  
% of net sales
    18.3 %     18.8 %
Research and development
    18,122       17,211  
% of net sales
    2.3 %     2.4 %
     
Operating income
    86,177       63,601  
% of net sales
    10.9 %     9.0 %
 
               
Other (income) expense:
               
 
               
Equity income of unconsolidated subsidiaries
    (235 )     (84 )
Net interest expense
    9,325       9,527  
% of net sales
    1.2 %     1.3 %
     
Income from continuing operations before income taxes and noncontrolling interest
    77,087       54,158  
Provision for income taxes
    25,053       18,129  
effective tax rate
    32.5 %     33.5 %
     
Income from continuing operations
    52,034       36,029  
Gain on disposal of discontinued operations, net of tax
          524  
     
Net income before noncontrolling interest
    52,034       36,553  
Noncontrolling interest
    1,493       1,232  
     
Net income attributable to Pentair, Inc.
  $ 50,541     $ 35,321  
     
 
Net income from continuing operations attributable to Pentair, Inc.
  $ 50,541     $ 34,797  
     
 
               
Earnings per common share attributable to Pentair, Inc.
               
Basic
               
Continuing operations
  $ 0.52     $ 0.35  
Discontinued operations
          0.01  
     
Basic earnings per common share
  $ 0.52     $ 0.36  
     
 
               
Diluted
               
Continuing operations
  $ 0.51     $ 0.35  
Discontinued operations
          0.01  
     
Diluted earnings per common share
  $ 0.51     $ 0.36  
     
 
               
Weighted average common shares outstanding
               
Basic
    98,098       98,030  
Diluted
    99,670       99,568  
 
               
Cash dividends declared per common share
  $ 0.20     $ 0.19  

 


 

Pentair, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
                         
    April 2,     December 31,     April 3,  
In thousands   2011     2010     2010  
 
Assets
                       
Current assets
                       
Cash and cash equivalents
  $ 57,134     $ 46,056     $ 46,783  
Accounts and notes receivable, net
    625,856       516,905       550,830  
Inventories
    411,767       405,356       363,667  
Deferred tax assets
    56,370       56,349       49,665  
Prepaid expenses and other current assets
    57,950       44,631       43,580  
       
Total current assets
    1,209,077       1,069,297       1,054,525  
 
                       
Property, plant and equipment, net
    338,610       329,435       330,201  
 
                       
Other assets
                       
Goodwill
    2,097,428       2,066,044       2,067,836  
Intangibles, net
    461,244       453,570       472,398  
Other
    56,328       55,187       56,224  
       
Total other assets
    2,615,000       2,574,801       2,596,458  
       
Total assets
  $ 4,162,687     $ 3,973,533     $ 3,981,184  
       
 
                       
Liabilities and Shareholders’ Equity
                       
Current liabilities
                       
Short-term borrowings
  $ 6,093     $ 4,933     $ 3,731  
Current maturities of long-term debt
    13       18       51  
Accounts payable
    256,492       262,357       229,502  
Employee compensation and benefits
    84,043       107,995       77,496  
Current pension and post-retirement benefits
    8,733       8,733       8,948  
Accrued product claims and warranties
    43,418       42,295       37,803  
Income taxes
    20,492       5,964       8,571  
Accrued rebates and sales incentives
    29,546       33,559       24,653  
Other current liabilities
    97,531       80,942       86,763  
       
Total current liabilities
    546,361       546,796       477,518  
 
                       
Other liabilities
                       
Long-term debt
    802,321       702,521       862,351  
Pension and other retirement compensation
    216,592       209,859       231,733  
Post-retirement medical and other benefits
    29,459       30,325       30,630  
Long-term income taxes payable
    23,548       23,507       25,720  
Deferred tax liabilities
    175,877       169,198       145,777  
Other non-current liabilities
    86,085       86,295       95,399  
       
Total liabilities
    1,880,243       1,768,501       1,869,128  
 
                       
Shareholders’ equity
    2,282,444       2,205,032       2,112,056  
       
Total liabilities and shareholders’ equity
  $ 4,162,687     $ 3,973,533     $ 3,981,184  
       
Days sales in accounts receivable (13 month moving average)
    61       60       61  
Days inventory on hand (13 month moving average)
    82       82       86  
Days in accounts payable (13 month moving average)
    71       71       66  

 


 

Pentair, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
                 
    Three months ended  
    April 2,     April 3,  
In thousands   2011     2010  
 
Operating activities
               
Net income before noncontrolling interest
  $ 52,034     $ 36,553  
Adjustments to reconcile net income to net cash provided by (used for) operating activities
               
Gain on disposal of discontinued operations
          (524 )
Equity income of unconsolidated subsidiaries
    (235 )     (84 )
Depreciation
    15,224       14,564  
Amortization
    6,401       6,746  
Deferred income taxes
    3,845       1,617  
Stock compensation
    5,725       6,802  
Excess tax benefits from stock-based compensation
    (557 )     (980 )
Loss (gain) on sale of assets
    7       (147 )
Changes in assets and liabilities, net of effects of business acquisitions and dispositions
               
Accounts and notes receivable
    (101,505 )     (99,054 )
Inventories
    (708 )     (5,525 )
Prepaid expenses and other current assets
    (8,946 )     2,826  
Accounts payable
    (11,992 )     22,479  
Employee compensation and benefits
    (28,759 )     1,694  
Accrued product claims and warranties
    883       3,647  
Income taxes
    14,506       3,446  
Other current liabilities
    8,248       (1,584 )
Pension and post-retirement benefits
    1,619       (426 )
Other assets and liabilities
    (3,970 )     (2,363 )
 
Net cash provided by (used for) operating activities
    (48,180 )     (10,313 )
 
               
Investing activities
               
Capital expenditures
    (13,268 )     (12,059 )
Proceeds from sale of property and equipment
    42       127  
Acquisitions, net of cash acquired
    (14,856 )      
Other
    58       292  
 
Net cash provided by (used for) investing activities
    (28,024 )     (11,640 )
 
               
Financing activities
               
Net short-term borrowings
    1,160       1,526  
Proceeds from long-term debt
    249,366       200,000  
Repayment of long-term debt
    (150,000 )     (141,025 )
Excess tax benefits from stock-based compensation
    557       980  
Stock issued to employees, net of shares withheld
    (37 )     (1,938 )
Repurchases of common stock
    (287 )      
Dividends paid
    (19,844 )     (18,837 )
     
Net cash provided by (used for) financing activities
    80,915       40,706  
Effect of exchange rate changes on cash and cash equivalents
    6,367       (5,366 )
     
Change in cash and cash equivalents
    11,078       13,387  
Cash and cash equivalents, beginning of period
    46,056       33,396  
     
Cash and cash equivalents, end of period
  $ 57,134     $ 46,783  
       
Free cash flow
               
 
Net cash provided by (used for) operating activities
  $ (48,180 )   $ (10,313 )
Capital expenditures
    (13,268 )     (12,059 )
Proceeds from sale of property and equipment
    42       127  
  —  
Free cash flow
  $ (61,406 )   $ (22,245 )
       

 


 

Pentair, Inc. and Subsidiaries
Supplemental Financial Information by Reportable Business Segment (Unaudited)
                 
    First Qtr     First Qtr  
In thousands   2011     2010  
 
Net sales to external customers
               
Water Group
  $ 515,368     $ 478,038  
Technical Products Group
    274,905       228,975  
     
Consolidated
  $ 790,273     $ 707,013  
     
 
               
Intersegment sales
               
Water Group
  $ 455     $ 517  
Technical Products Group
    999       703  
Other
    (1,454 )     (1,220 )
     
Consolidated
  $     $  
     
 
               
Operating income (loss)
               
Water Group
  $ 56,528     $ 42,138  
Technical Products Group
    48,087       33,098  
Other
    (18,438 )     (11,635 )
     
Consolidated
  $ 86,177     $ 63,601  
     
 
               
Operating income as a percent of net sales
               
Water
    11.0 %     8.8 %
Technical Products
    17.5 %     14.5 %
Consolidated
    10.9 %     9.0 %

 


 

Pentair, Inc. and Subsidiaries
Reconciliation of the GAAP “As Reported” year ending December 31, 2011 to the “Adjusted” non-GAAP
excluding the effect of 2011 adjustments (Unaudited)
                 
    First Quarter     Year  
In thousands, except per-share data   2011     2011  
 
Net sales
  $ 790,273     approx         $3.2B  
 
 
               
Operating income — as reported
    86,177     approx 383-403M  
% of net sales
    10.9 %     12%+  
Adjustments:
               
Purchase accounting and deal related costs
    1,906     approx             2M  
 
Operating income — as adjusted
    88,083     approx 385-405M  
% of net sales
    11.1 %     12%+  
 
               
Net income from continuing operations attributable to Pentair, Inc. — as reported
    50,541     approx 229-241M  
Adjustments — tax affected
               
Purchase accounting and deal related costs
    1,287     approx        1.25M  
 
Net income from continuing operations attributable to Pentair, Inc. — as adjusted
    51,828     approx 230-242M  
 
 
               
Continuing earnings per common share attributable to Pentair, Inc. - diluted
           
Diluted earnings per common share — as reported
  $ 0.51     $ 2.29-$2.41  
Adjustments
    0.01       0.01  
 
Diluted earnings per common share — as adjusted
  $ 0.52     $ 2.30-$2.42  
 
 
               
Weighted average common shares outstanding — Diluted
    99,670     approx   100,000