Fortive Corporation ("Fortive") (NYSE: FTV) today announced results for
the second quarter 2016. Fortive operated as part of Danaher Corporation
for the entire second quarter of 2016, and the historical financial
measures presented in this announcement were derived from Danaher's
accounting records and are presented on a carve out basis.
For the second quarter ended July 1, 2016, GAAP net earnings were $238.9
million, which represents a 5.1% increase over the comparable 2015
amount. For the same period, non-GAAP adjusted net earnings were $219.8
million, which represents a 0.4% increase over the comparable 2015
amount. Both GAAP and core revenue for the second quarter of 2016
decreased 0.5% on a year-over-year basis. GAAP revenue for the second
quarter of 2016 was $1.6 billion.
For the third quarter of 2016, the Company anticipates GAAP diluted net
earnings per share to be in the range of $0.50 to $0.54 and the non-GAAP
adjusted diluted net earnings per share to be in the range of $0.56 to
$0.60. The Company expects its 2016 second half GAAP diluted net
earnings per share to be in the range of $1.11 to $1.19 and non-GAAP
adjusted diluted net earnings per share to be in the range of $1.21 to
$1.29. Both the third quarter and second half 2016 guidance include
continued expectations of low-single digit core revenue growth.
James A. Lico, President and Chief Executive Officer, stated, "Our team
executed well and delivered outstanding free cash flow performance and
margin expansion despite a slight revenue decline amidst challenging and
uncertain macro conditions. We are encouraged by continued strength in
our Industrial Technologies segment as well as signs of stabilization in
our Professional Instrumentation segment."
Lico added, "With the separation complete, we are excited to bring to
market a rich legacy as the Fortive Business System continues to be the
cornerstone of our competitive advantage and our playbook for
accelerated innovation, improved revenue growth, and operating margin
expansion. Fortive has the capital allocation capacity for financially
disciplined acquisitions and growth investments to further strengthen
our businesses and leading market positions. We are committed to
continuous improvement and driving shareholder value for the long-term."
Fortive will discuss its results during its quarterly investor
conference call today starting at 5:30 p.m. ET. The call and an
accompanying slide presentation will be webcast on the "Investors"
section of Fortive's website, www.fortive.com,
under "Events & Presentations." A replay of the webcast will be
available at the same location shortly after the conclusion of the
presentation and will remain available until the next quarterly earnings
call.
The conference call can be accessed by dialing 877-879-6207 within the
U.S. or by dialing 719-325-4817 outside the U.S. a few minutes before
5:30 p.m. ET and notifying the operator that you are dialing in for
Fortive's earnings conference call (access code 4987529). A replay of
the conference call will be available shortly after the conclusion of
the call until Tuesday, August 9, 2016. Once available, click here
to access the conference call replay or visit the "Investors" section of
Fortive's website under "Events & Presentations."
ABOUT FORTIVE
Fortive is a diversified industrial growth company comprised of
Professional Instrumentation and Industrial Technologies businesses that
are recognized leaders in attractive markets. With 2015 revenues of $6.2
billion, Fortive's well-known brands hold leading positions in field
instrumentation, transportation, sensing, product realization,
automation and specialty, and franchise distribution. Fortive is
headquartered in Everett, Washington and employs a team of more than
24,000 research and development, manufacturing, sales, distribution,
service and administrative employees in more than 40 countries around
the world. With a culture rooted in continuous improvement, the core of
our company's operating model is the Fortive Business System. For more
information please visit: www.fortive.com.
NON-GAAP FINANCIAL MEASURES
In addition to the financial measures prepared in accordance with
generally accepted accounting principles (GAAP), this earnings release
also references "adjusted net earnings," "core revenue," "adjusted
diluted net earnings per share," and "free cash flow," which are
non-GAAP financial measures. The reasons why we believe these measures,
when used in conjunction with the GAAP financial measures, provide
useful information to investors, how management uses such non-GAAP
financial measures, a reconciliation of these measures to the most
directly comparable GAAP measures and other information relating to
these measures are included in the supplemental reconciliation schedule
attached. The non-GAAP financial measures should not be considered in
isolation or as a substitute for the GAAP financial measures, but should
instead be read in conjunction with the GAAP financial measures. The
non-GAAP financial measures used by Fortive in this release may be
different from similarly-titled non-GAAP measures used by other
companies.
FORWARD-LOOKING STATEMENTS
Statements in this release that are not strictly historical, including
the statements regarding Fortive's anticipated diluted net earnings per
share, core revenue growth, continued strength in our Industrial
Technologies segment and signs of stabilization in our Professional
Instrumentation segment, capital allocation, acquisitions, economic
conditions, and any other statements identified by their use of words
like "anticipate," "expect," "believe," "forecasted," "outlook,"
"guidance," or "will" or other words of similar meaning are
"forward-looking" statements within the meaning of the federal
securities laws. There are a number of important factors that could
cause actual results, developments and business decisions to differ
materially from those suggested or indicated by such forward-looking
statements and you should not place undue reliance on any such
forward-looking statements. These factors include, among other things:
deterioration of or instability in the economy, the markets we serve and
the financial markets; contractions or lower growth rates and
cyclicality of markets we serve; competition; our ability to develop and
successfully market new products and technologies and expand into new
markets; the potential for improper conduct by our employees, agents or
business partners; our ability to successfully identify, consummate,
integrate and realize the anticipated value of appropriate acquisitions
and successfully complete divestitures and other dispositions;
contingent liabilities relating to acquisitions and divestitures; our
ability to realize the anticipated benefits of the separation of our
business from Danaher; our compliance with applicable laws and
regulations and changes in applicable laws and regulations; risks
relating to potential impairment of goodwill and other intangible
assets; currency exchange rates; tax audits and changes in our tax rate
and income tax liabilities; litigation and other contingent liabilities
including intellectual property and environmental, health and safety
matters; risks relating to product, service or software defects; product
liability and recalls; risks relating to product manufacturing; the
impact of our debt obligations on our operations and liquidity; our
relationships with and the performance of our channel partners;
commodity costs and surcharges; our ability to adjust purchases and
manufacturing capacity to reflect market conditions; reliance on sole
sources of supply; labor matters; international economic, political,
legal, compliance and business factors; adverse effects of restructuring
activities; disruptions relating to man-made and natural disasters;
security breaches or other disruptions of our information technology
systems and pension plan costs. Additional information regarding the
factors that may cause actual results to differ materially from these
forward-looking statements is available in our SEC filings, including
the Information Statement furnished with the Current Report on Form 8-K
filed by us on June 15, 2016. These forward-looking statements speak
only as of the date of this release, and Fortive does not assume any
obligation to update or revise any forward-looking statement, whether as
a result of new information, future events and developments or otherwise.
FORTIVE CORPORATION
|
COMBINED CONDENSED STATEMENTS OF EARNINGS
|
($ in millions)
|
(unaudited)
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
Sales
|
|
|
$
|
1,555.1
|
|
|
|
$
|
1,564.9
|
|
|
|
$
|
3,029.8
|
|
|
|
$
|
3,078.4
|
|
Cost of sales
|
|
|
(787.0
|
)
|
|
|
(800.1
|
)
|
|
|
(1,566.5
|
)
|
|
|
(1,582.9
|
)
|
Gross profit
|
|
|
768.1
|
|
|
|
764.8
|
|
|
|
1,463.3
|
|
|
|
1,495.5
|
|
Operating costs:
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
(349.3
|
)
|
|
|
(333.2
|
)
|
|
|
(687.8
|
)
|
|
|
(674.7
|
)
|
Research and development expenses
|
|
|
(96.7
|
)
|
|
|
(95.9
|
)
|
|
|
(190.4
|
)
|
|
|
(191.0
|
)
|
Operating profit
|
|
|
322.1
|
|
|
|
335.7
|
|
|
|
585.1
|
|
|
|
629.8
|
|
Nonoperating expense
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(2.7
|
)
|
|
|
—
|
|
|
|
(2.7
|
)
|
|
|
—
|
|
Earnings before income taxes
|
|
|
319.4
|
|
|
|
335.7
|
|
|
|
582.4
|
|
|
|
629.8
|
|
Income taxes
|
|
|
(80.5
|
)
|
|
|
(108.3
|
)
|
|
|
(161.5
|
)
|
|
|
(198.7
|
)
|
Net earnings
|
|
|
$
|
238.9
|
|
|
|
$
|
227.4
|
|
|
|
$
|
420.9
|
|
|
|
$
|
431.1
|
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
$
|
0.69
|
|
|
|
$
|
0.66
|
|
|
|
$
|
1.22
|
|
|
|
$
|
1.25
|
|
Average common stock and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
345.2
|
|
|
|
345.2
|
|
|
|
345.2
|
|
|
|
345.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This information is presented for reference only. A complete copy of
Fortive's Form 10-Q financial statements is available on the Company's
website (www.fortive.com).
FORTIVE CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Adjusted Net Earnings and Adjusted Diluted Net Earnings per Share
We disclose the non-GAAP measures of historical adjusted net earnings
and forecasted adjusted diluted net earnings per share, which make the
following adjustments to GAAP net earnings and GAAP diluted net earnings
per share, respectively:
-
With respect to the historical adjusted net earnings for the
three-month period ended July 1, 2016, excluding the discrete tax
benefit incurred during such period in connection with the final
outcome of worldwide uncertain tax positions;
-
Excluding on a pretax basis amortization of acquisition-related
intangible assets; and
-
Excluding the tax effect of all of the adjustments noted above as well
as for the Separation Adjustments (described below); provided,
however, that the tax effect of such adjustments was calculated: (a)
with respect to the historical adjusted net earnings for the
three-month period ended July 1, 2016 and the forecasted adjusted
diluted net earnings per share, by applying the Company's overall
estimated effective tax rate to the pretax amount of each adjustment
(unless the nature of the item and/or the tax jurisdiction in which
the item has been recorded requires application of a specific tax rate
or tax treatment, in which case the tax effect of such item is
estimated by applying such specific tax rate or tax treatment); and
(b) with respect to the adjusted net earnings for the three month
period ended July 3, 2015, by applying the Company's statutory tax
rate. We are applying the statutory tax rate for the period ended July
3, 2015 because such tax rate was applied in our prior adjusted net
earnings disclosed and in a manner consistent with Article 11 of
Regulation S-X. As a separate, standalone company, we expect to apply
the Company's overall estimated effective tax rate to the pretax
amount of each adjustment going forward, and, as such, we are applying
the estimated effective tax rate to each adjustment for the period
ended July 1, 2016 and for the forecasted periods to facilitate
comparisons in future periods. The tax effect of the adjustments to
the net earnings for the three-month period ended July 1, 2016 would
have been $0.4 million instead of $0.3 million had the Company applied
the statutory tax rate instead of the Company's overall estimated
effective tax rate.
While we have a history of acquisition activity, we do not acquire
businesses on a predictable cycle, and the amount of an acquisition's
purchase price allocated to intangible assets and related amortization
term are unique to each acquisition and can vary significantly from
acquisition to acquisition. We believe however that it is important for
investors to understand that such intangible assets contribute to
revenue generation and that intangible assets related to past
acquisitions will recur in future periods until such intangible assets
have been fully amortized. Furthermore, the forecasted adjusted diluted
net earnings per share does not reflect certain adjustments that are
inherently difficult to predict or estimate due to their unknown timing,
effect and/or significance.
In addition, because the Company was part of Danaher for the three month
periods ended July 1, 2016 and July 3, 2015, the Company is also making
the following adjustments to the corresponding historical GAAP net
earnings as if the separation of the Company from Danaher (the
"Separation") had been effectuated at the beginning of the relevant
period (the "Separation Adjustments"):
-
Excluding on a pretax basis net sales generated from certain
agreements with Danaher that were entered into, or terminated, in
connection with the Separation;
-
With respect to net earnings and operating profit, because the
carve-out financial measures for the three-month period ended July 3,
2015 do not reflect the level of selling, general and administrative
expenses including stock-based compensation that the Company assumed
would be the expected level of costs to be incurred by the Company as
a stand-alone, publicly traded company ("Estimated SG&A Level"),
adding on a pretax basis additional expenses necessary for such costs
to equal the Estimated SG&A Level; and
-
With respect to net earnings, adding interest expenses on a pretax
basis (based on the assumed borrowing cost of approximately 2.8% per
annum) as if the outstanding indebtedness incurred in connection with
the Separation had been incurred at the beginning of such period, net
of the interest expense recorded following the issuance of the
outstanding indebtedness on or after June 20, 2016 ("Additional
Interest Expense").
Management believes that the Separation Adjustments, when considered
together with the corresponding carve-out GAAP financial measures,
provide useful information to investors by helping to identify certain
types or level of additional expenses that the Company expects to incur
as a stand-alone, publicly traded company after the Separation that may
not have been allocated or reflected in the historical carve-out GAAP
financial measures for periods in which the Company was part of Danaher.
We believe that such adjustments, when presented with the corresponding
carve-out GAAP measures, may assist in assessing the business trends and
making comparisons of long-term performance before and after the
Separation. The Company will not make the Separation Adjustments for any
periods in which the Separation had been effectuated prior to the
beginning of such period.
Management believes that these non-GAAP financial measures provide
useful information to investors by reflecting additional ways of viewing
aspects of Fortive's operations that, when reconciled to the
corresponding GAAP measure, help our investors to understand the
long-term profitability trends of our business, and facilitate
comparisons of our profitability to prior and future periods and to our
peers. The items described above have been excluded from, or added to,
these measures because items of this nature and/or size occur with
inconsistent frequency or occur for reasons that may be unrelated to
Fortive's commercial performance during the period and/or because we
believe the corresponding adjustments are useful in assessing Fortive's
potential ongoing operating costs or gains in a given period.
The Company deems acquisition-related transaction costs incurred in a
given period to be significant (generally relating to the Company's
larger acquisitions) if it determines that such costs exceed the range
of acquisition-related transaction costs typical for the Company in a
given period.
These non-GAAP measures should be considered in addition to, and not as
a replacement for or superior to, the comparable GAAP measures, and may
not be comparable to similarly titled measures reported by other
companies.
Core Revenue
We use the term "core revenues" when referring to a corresponding GAAP
revenue measure, excluding (1) the portion of such measure from acquired
businesses recorded prior to the first anniversary of the acquisition
(the "acquisition measure"), and (2) the impact of currency translation.
The portion of revenue attributable to currency translation is
calculated as the difference between (a) the period-to-period change in
revenue (excluding from acquisitions) and (b) the period-to-period
change in revenue (excluding from acquisitions) after applying current
period foreign exchange rates to the prior year period. These non-GAAP
measures should be considered in addition to, and not as a replacement
for or superior to, the comparable GAAP measures, and may not be
comparable to similarly titled measures reported by other companies.
Management believes that these non-GAAP measures provide useful
information to investors by helping identify underlying growth trends in
our business and facilitating comparisons of our revenue performance
with prior and future periods and to our peers. We exclude the effect of
currency translation from these measures because currency translation is
not under management's control and is subject to volatility, and we
believe that such exclusion, when presented with the corresponding GAAP
measures, can be useful to investors in assessing our underlying
business trends. We exclude the effect of acquisitions and divested
product lines because the nature, size and number of such transactions
can vary dramatically from period to period and between us and our
peers, and we believe that such exclusion, when presented with the
corresponding GAAP measures, may assist in assessing the business trends
and making comparisons of long-term performance.
Free Cash Flow
We use the term "free cash flow" when referring to cash provided by
operating activities calculated according to GAAP less payments for
additions to property, plant and equipment. Management believes that
such non-GAAP measure provides useful information to investors in
assessing the Company's ability to generate cash without external
financing, fund acquisitions and other investments and, in the absence
of refinancing, repay its debt obligations. However, it should be noted
that free cash flow as a liquidity measure has material limitations
because it excludes certain expenditures that are required or that the
Company has committed to, such as debt service requirements and other
non-discretionary expenditures. Such non-GAAP measure should be
considered in addition to, and not as a replacement for or superior to,
the comparable GAAP measure, and may not be comparable to similarly
titled measures reported by other companies.
|
|
|
Adjusted Net Earnings
|
|
|
|
|
Three Months Ended
|
($ in millions)
|
|
July 1,
2016
|
|
July 3,
2015
|
Net Earnings (GAAP)
|
|
$
|
238.9
|
|
|
|
$
|
227.4
|
|
Pretax amortization of acquisition-related intangible assets in the
three months ended July 1, 2016 ($22 million pretax as recorded in
this line item, $16 million after tax) and in the three months ended
July 3, 2015 ($22 million pretax as reported in this line item, $14
million after tax)
|
|
22.3
|
|
|
|
22.3
|
|
Pretax net sales adjustments from certain agreements with Danaher
Corporation that were entered into or terminated in connection with
the Separation in the three months ended July 1, 2016 ($2 million
pretax as reported in this line item, $1 million after tax) and in
the three months ended July 3, 2015 ($1 million pretax as reported
in this line item, $1 million after tax)
|
|
(1.5
|
)
|
|
|
(0.8
|
)
|
Pretax Additional Interest Expense in the three months ended July 1,
2016 ($20 million pretax as reported in this line item, $14 million
after tax) and in the three months ended July 3, 2015 ($23 million
pretax as reported in this line item, $14 million after tax) related
to the borrowings incurred in connection with the Separation
|
|
(19.8
|
)
|
|
|
(22.5
|
)
|
Pretax adjustments in the three months ended July 3, 2015 ($13
million pretax as reported in this line item, $8 million after
tax), to increase selling, general and administrative expenses up
to the Estimated SG&A Level
|
|
—
|
|
|
|
(12.6
|
)
|
Tax effect of all adjustments reflected above
|
|
(0.3
|
)
|
|
|
5.1
|
|
Discrete income tax charges in connection with the final outcome of
worldwide uncertain tax positions in the three months ended July 1,
2016
|
|
(19.8
|
)
|
|
|
—
|
|
Adjusted Net Earnings (Non-GAAP)
|
|
$
|
219.8
|
|
|
|
$
|
218.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Revenue Growth
|
|
|
|
% Change Three
Months Ended
July 1,
2016 vs.
Comparable
2015 Period
|
Core (Non-GAAP)
|
|
(0.5
|
)%
|
Acquisitions (Non-GAAP)
|
|
0.5
|
%
|
Impact of currency translation (Non-GAAP)
|
|
(0.5
|
)%
|
Total Revenue Growth (GAAP)
|
|
(0.5
|
)%
|
|
|
|
|
Forecasted Adjusted Diluted Net Earnings Per Share
|
|
|
Three Months Ending
September 30, 2016
|
|
Six Months Ending
December 31, 2016
|
|
|
Low End
|
|
High End
|
|
Low End
|
|
High End
|
Forecasted Diluted Net Earnings Per Share
|
|
$
|
0.50
|
|
|
$
|
0.54
|
|
|
$
|
1.11
|
|
|
$
|
1.19
|
|
Pretax amortization of acquisition-related intangible assets in the
three months ending September 30, 2016 ($22 million pretax as
reported in this line item, $16 million after tax) and in the six
months ending December 31, 2016 ($40 million pretax as reported in
this line item, $28 million after tax)
|
|
0.06
|
|
|
0.06
|
|
|
0.12
|
|
|
0.12
|
|
Pretax costs expected to be incurred in the three months ending
September 30, 2016 and six months ending December 31, 2016 ($7
million pretax as reported in this line item, $5 million after tax)
related to Fortive's separation from Danaher Corporation, primarily
related to recruiting, relocation and professional fees for legal,
tax, finance and information technology services
|
|
0.02
|
|
|
0.02
|
|
|
0.02
|
|
|
0.02
|
|
Tax effect of all adjustments reflected above
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|
(0.04
|
)
|
|
(0.04
|
)
|
Forecasted Adjusted Diluted Net Earnings Per Share
|
|
$
|
0.56
|
|
|
$
|
0.60
|
|
|
$
|
1.21
|
|
|
$
|
1.29
|
|
Fortive Corporation
Lisa Curran, 425-446-5000
Vice President, Investor Relations
6920 Seaway Boulevard
Everett, WA 98203