July 28, 2022 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 10-Q

________________________________________________


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: July 1, 2022


Or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 1-37654

________________________________________________

Fortive Corporation

(Exact name of registrant as specified in its charter)

________________________________________________


Delaware						47-5654583
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification number)


6920 Seaway Blvd
Everett,	WA	98203

(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (425) 446-5000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	FTV	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding at July 25, 2022 was 355,697,032.

FORTIVE CORPORATION

INDEX

FORM 10-Q


PART I -	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets	4
	Consolidated Condensed Statements of Earnings	5
	Consolidated Condensed Statements of Comprehensive Income	6
	Consolidated Condensed Statements of Changes in Equity	7
	Consolidated Condensed Statements of Cash Flows	8
	Notes to Consolidated Condensed Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II -	OTHER INFORMATION
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 5.	Other Information	42
Item 6.	Exhibits	43
	Signatures	44

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in millions, except per share amounts)


	As of
	July 1, 2022		December 31, 2021
	(unaudited)
ASSETS
Current assets:
Cash and equivalents	$	682.9	$	819.3
Trade accounts receivable, net	940.9		930.2
Inventories:
Finished goods	224.8		215.4
Work in process	104.0		94.0
Raw materials	218.9		203.3
Inventories	547.7		512.7
Prepaid expenses and other current assets	273.8		252.7

Total current assets	2,445.3		2,514.9

Property, plant and equipment, net of accumulated depreciation of $733.1 and $679.0 at July 1, 2022 and December 31, 2021, respectively	407.6		395.5

Other assets	481.3		512.9
Goodwill	9,058.2		9,152.0
Other intangible assets, net	3,678.5		3,890.2

Total assets	$	16,070.9	$	16,465.5

LIABILITIES AND EQUITY
Current liabilities:

Current portion of long-term debt	999.9		2,151.7
Trade accounts payable	581.7		557.9
Accrued expenses and other current liabilities	1,029.7		1,005.3

Total current liabilities	2,611.3		3,714.9

Other long-term liabilities	1,328.0		1,426.3
Long-term debt	2,682.2		1,807.3

Commitments and Contingencies

Equity:
Preferred stock: $0.01 par value, 15.0 million shares authorized and no shares issued or outstanding at July 1, 2022 and December 31, 2021	—		—
Common stock: $0.01 par value, 2.0 billion shares authorized; 361.2 and 360.4 million issued; 355.6 and 359.1 million outstanding at July 1, 2022 and December 31, 2021, respectively	3.6		3.6
Additional paid-in capital	3,651.2		3,670.0
Treasury shares, at cost	(242.9)		—
Retained earnings	6,374.5		6,023.6
Accumulated other comprehensive loss	(342.1)		(185.0)
Total Fortive stockholders’ equity	9,444.3		9,512.2
Noncontrolling interests	5.1		4.8
Total stockholders’ equity	9,449.4		9,517.0
Total liabilities and equity	$	16,070.9	$	16,465.5

See the accompanying Notes to Consolidated Condensed Financial Statements.

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FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

($ and shares in millions, except per share amounts)

(unaudited)


	Three Months Ended				Six Months Ended
	July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021
Sales of products and software	$	1,229.4	$	1,136.0	$	2,382.1	$	2,213.2
Sales of services	233.9		183.7		457.7		365.7
Total sales	1,463.3		1,319.7		2,839.8		2,578.9
Cost of product and software sales	(508.3)		(464.0)		(973.4)		(908.3)
Cost of service sales	(121.5)		(100.2)		(240.9)		(203.2)
Total cost of sales	(629.8)		(564.2)		(1,214.3)		(1,111.5)
Gross profit	833.5		755.5		1,625.5		1,467.4
Operating costs:
Selling, general and administrative expenses	(484.9)		(456.4)		(965.5)		(884.5)
Research and development expenses	(100.1)		(87.8)		(199.2)		(174.0)

Russia exit and wind down costs	(16.2)		—		(16.2)		—
Operating profit	232.3		211.3		444.6		408.9
Non-operating income (expense), net:

Interest expense, net	(21.0)		(25.2)		(39.8)		(52.9)
Loss on extinguishment of debt	—		—		—		(104.9)
Gain on investment in Vontier Corporation	—		—		—		57.0
Gain on litigation resolution	—		26.0		—		26.0
Other non-operating expense, net	(3.1)		(4.6)		(5.8)		(7.9)
Earnings from continuing operations before income taxes	208.2		207.5		399.0		326.2
Income taxes	(35.2)		(25.5)		(60.9)		(32.5)
Net earnings from continuing operations	173.0		182.0		338.1		293.7
Earnings (loss) from discontinued operations, net of income taxes	—		(1.1)		—		(2.6)
Net earnings	173.0		180.9		338.1		291.1
Mandatory convertible preferred dividends	—		(17.2)		—		(34.5)
Net earnings attributable to common stockholders	$	173.0	$	163.7	$	338.1	$	256.6

Net earnings per common share from continuing operations:
Basic	$	0.48	$	0.49	$	0.94	$	0.76
Diluted	$	0.48	$	0.48	$	0.93	$	0.76
Net earnings (loss) per share from discontinued operations:
Basic	$	—	$	—	$	—	$	(0.01)
Diluted	$	—	$	—	$	—	$	(0.01)
Net earnings per share:
Basic	$	0.48	$	0.48	$	0.94	$	0.76
Diluted	$	0.48	$	0.48	$	0.93	$	0.75
Average common stock and common equivalent shares outstanding:
Basic	357.4		339.4		358.3		339.0
Diluted	359.8		342.4		364.2		342.1
The sum of net earnings per share amounts may not add due to rounding.

See the accompanying Notes to Consolidated Condensed Financial Statements.

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FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

($ in millions)

(unaudited)


	Three Months Ended				Six Months Ended
	July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021
Net earnings	$	173.0	$	180.9	$	338.1	$	291.1
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(118.6)		16.6		(158.0)		(18.1)
Pension adjustments	0.4		0.9		0.9		1.9
Total other comprehensive income (loss), net of income taxes	(118.2)		17.5		(157.1)		(16.2)
Comprehensive income	$	54.8	$	198.4	$	181.0	$	274.9

See the accompanying Notes to Consolidated Condensed Financial Statements.

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FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY

($ and shares in millions)

(unaudited)


	Common Stock			Preferred Stock				Treasury Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests
	Shares Outstanding	Amount		Shares		Amount
Balance, December 31, 2021	359.1	$	3.6	—		$	—	$	—	$	3,670.0	$	6,023.6	$	(185.0)	$	4.8
Adoption of ASU 2020-06	—	—		—		—		—		(65.7)		62.8		—		—
Balance, January 1, 2022	359.1	3.6		—		—		—		3,604.3		6,086.4		(185.0)		4.8
Net earnings for the period	—	—		—		—		—		—		165.1		—		—
Dividends to common shareholders	—	—		—		—		—		—		(25.1)		—		—
Other comprehensive income (loss)	—	—		—		—		—		—		—		(38.9)		—
Common stock-based award activity	0.5	—		—		—		—		23.8		—		—		—
Common stock repurchases	(1.0)	—		—		—		(63.8)		—		—		—		—
Shares withheld for taxes	(0.2)	—		—		—		—		(9.0)		—		—		—
Change in noncontrolling interests	—	—		—		—		—		—		—		—		0.5
Balance, April 1, 2022	358.4	$	3.6	—		$	—	$	(63.8)	$	3,619.1	$	6,226.4	$	(223.9)	$	5.3
Net earnings for the period	—	—		—		—		—		—		173.0		$	—	$	—
Dividends to common shareholders	—	—		—		—		—		—		(24.9)		—		—
Other comprehensive income (loss)	—	—		—		—		—		—		—		(118.2)		—
Common stock-based award activity	0.2	—		—		—		—		32.7		—		—		—
Common stock repurchases	(3.0)	—		—		—		(179.1)		—		—		—		—
Shares withheld for taxes	—	—		—		—		—		(0.6)		—		—		—
Change in noncontrolling interests	—	—		—		—		—		—		—		—		(0.2)
Balance, July 1, 2022	355.6	$	3.6	$	—	$	—	$	(242.9)	$	3,651.2	$	6,374.5	$	(342.1)	$	5.1


	Common Stock			Preferred Stock				Treasury Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests
	Shares Outstanding	Amount		Shares		Amount
Balance, December 31, 2020	339.0	$	3.4	1.4		$	—	$	—	$	3,554.5	$	5,547.4	$	(141.1)	$	8.5
Net earnings for the period	—	—		—		—		—		—		110.2
Dividends to common shareholders	—	—		—		—		—		—		(23.7)		—		—
Mandatory convertible preferred stock cumulative dividends	—	—		—		—		—		—		(17.3)		—		—
Other comprehensive income (loss)	—	—		—		—		—		—		—		(33.7)		—
Common stock-based award activity	(0.4)	—		—		—		—		34.1		—		—		—
Shares withheld for tax	(0.1)	—		—		—		—		(13.2)		—		—		—
Early extinguishment of 0.875% convertible senior notes due 2022	—	—		—		—		—		(11.6)		—		—		—
Change in noncontrolling interest	—	—		—		—		—		—		—		—		(0.8)
Balance, April 2, 2021	338.5	$	3.4	1.4		$	—	$	—	$	3,563.8	$	5,616.6	$	(174.8)	$	7.7
Net earnings for the period	—	—		—		—		—		—		180.9
Dividends to common shareholders	—	—		—		—		—		—		(23.7)		—		—
Mandatory convertible preferred stock cumulative dividends	—	—		—		—		—		—		(17.2)		—		—
Other comprehensive income	—	—		—		—		—		—		—		17.5		—
Common stock-based award activity	0.6	—		—		—		—		35.9		—		—		—
Shares withheld for tax	(0.1)	—		—		—		—		(0.6)		—		—		—
Conversion of Mandatory convertible preferred stock to common stock	19.4	0.2		(1.4)		—		—		—		—		—		—
Change in noncontrolling interests	—	—		—		—		—		3.0		—		—		(3.0)
Balance, July 2, 2021	358.4	$	3.6	$	—	$	—	$	—	$	3,602.1	$	5,756.6	$	(157.3)	$	4.7

See the accompanying Notes to Consolidated Condensed Financial Statements.

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FORTIVE CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)


	Six Months Ended
	July 1, 2022		July 2, 2021
Cash flows from operating activities:
Net earnings from continuing operations	$	338.1	$	293.7
Noncash items:
Amortization	192.1		155.0
Depreciation	41.9		37.7
Stock-based compensation expense	45.0		36.8
Loss on extinguishment of debt	—		104.2
Gain on investment in Vontier Corporation	—		(57.0)
Gain on litigation resolution	—		(26.0)
Russia exit and wind down costs	9.2		—






Change in trade accounts receivable, net	(37.7)		(11.8)
Change in inventories	(50.7)		(24.0)
Change in trade accounts payable	40.1		9.1
Change in prepaid expenses and other assets	(39.2)		(21.4)
Change in accrued expenses and other liabilities	(29.6)		(53.3)
Total operating cash provided by continuing operations	509.2		443.0
Total operating cash used in discontinued operations	—		(18.7)
Net cash provided by operating activities	509.2		424.3

Cash flows from investing activities:
Cash paid for acquisitions, net of cash received	(1.6)		0.9
Payments for additions to property, plant and equipment	(37.1)		(17.1)

All other investing activities	—		1.1


Net cash used in investing activities	(38.7)		(15.1)

Cash flows from financing activities:

Payment of 0.875% convertible senior notes due 2022	(1,156.5)		—
Net proceeds from commercial paper borrowings	481.3		—
Proceeds from borrowings (maturities greater than 90 days), net of issuance costs of $0.6 million in 2022	397.0		—

Repayment of borrowings (maturities greater than 90 days)	—		(611.1)
Payment of common stock cash dividend to shareholders	(50.0)		(47.4)
Payment of mandatory convertible preferred stock cash dividend to shareholders	—		(34.5)
Repurchase of common shares	(242.9)		—
All other financing activities	(11.8)		25.2


Net cash used in financing activities	(582.9)		(667.8)

Effect of exchange rate changes on cash and equivalents	(24.0)		(0.4)
Net change in cash and equivalents	(136.4)		(259.0)
Beginning balance of cash and equivalents	819.3		1,824.8
Ending balance of cash and equivalents	$	682.9	$	1,565.8

See the accompanying Notes to Consolidated Condensed Financial Statements.

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FORTIVE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1. BUSINESS OVERVIEW

Fortive Corporation (“Fortive,” “the Company,” “we,” “us,” or “our”) is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. Our strategic segments - Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions - include well-known brands with leading positions in their markets. Our businesses design, develop, manufacture, and service professional and engineered products, software, and services, building upon leading brand names, innovative technologies, and significant market positions. Our research and development, manufacturing, sales, distribution, service, and administrative facilities are located in more than 50 countries around the world.

We prepared the unaudited consolidated condensed financial statements included herein in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) applicable for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations; however, we believe the disclosures are adequate to make the information presented not misleading. The consolidated condensed financial statements included herein should be read in conjunction with the audited annual consolidated financial statements as of and for the year ended December 31, 2021 and the footnotes (“Notes”) thereto included within our 2021 Annual Report on Form 10-K.

In our opinion, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to fairly present our financial position as of July 1, 2022 and December 31, 2021, our results of operations for the three and six month periods ended July 1, 2022 and July 2, 2021, and cash flows for the six month periods ended July 1, 2022 and July 2, 2021. Reclassification of certain prior year amounts have been made to conform to current year presentation.

Vontier Separation and Discontinued Operations

On October 9, 2020, we completed the separation of Vontier Corporation (“Vontier”), the entity we created to hold our former Industrial Technologies segment (the “Separation”). The accounting requirements for reporting the Vontier business as a discontinued operation were met when the Separation was completed. Accordingly, the consolidated condensed financial statements reflect the results of separation activities associated with the prior Vontier business as a discontinued operation, which was immaterial for all periods presented.

On January 19, 2021, we completed an exchange (the “Debt-for-Equity Exchange”) of 33.5 million shares of common stock of Vontier, representing all of the Retained Vontier Shares, for $1.1 billion in aggregate principal amount of indebtedness of the Company held by Goldman Sachs & Co. Interest expense and extinguishment costs related to the Debt-for-Equity Exchange during the first quarter of 2021 are included in continuing operations.

Russia Ukraine Conflict

In February 2022, Russian forces invaded Ukraine (“Russia Ukraine Conflict”) resulting in broad economic sanctions being imposed on Russia. In the second quarter of 2022, the Company exited business operations in Russia, other than for ASP’s sterilization products, which are exempt from international sanctions as humanitarian products. Our business in Russia and Ukraine accounted for less than 1% of total revenue and less than 0.2% of total assets for the fiscal year ended December 31, 2021.

In the three and six month periods ended July 1, 2022, the Company recorded a pre-tax charge totaling $16.2 million primarily relating to the write-off of net assets, the write-off of the cumulative translation adjustment in earnings for legal entities deemed substantially liquidated, and to record provisions for employee severance and legal contingencies. These costs are identified as the “Russia exit and wind down costs” in the Condensed Consolidated Statements of Earnings. The total costs expected to be incurred in connection with the Russia exit are $18.4 million.

Accumulated Other Comprehensive Income (Loss)

Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. During the three and six month periods ended July 1, 2022, we designated our ¥14.4 billion Yen-denominated variable interest rate term loan and our €275 million Euro-denominated variable interest rate term loan outstanding as net investment hedges of our investment in certain foreign operations.

During the three and six month periods ended July 1, 2022, we recognized after-tax foreign currency transaction gains of $3.6 million on the debt that were deferred in the foreign currency translation component of Accumulated other comprehensive

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income (loss) (“AOCI”) as an offset to the foreign currency translation adjustments on our investments in foreign subsidiaries. Any amounts deferred in AOCI will remain until the hedged investment is sold or substantially liquidated. We recorded no ineffectiveness from our net investment hedges during the three and six month periods ended July 1, 2022.

The changes in AOCI by component are summarized below ($ in millions):


	Foreign currency translation adjustments		Pension adjustments (a)			Total
For the Three Months Ended July 1, 2022:
Balance, April 1, 2022	$	(162.1)	$	(61.8)		$	(223.9)
Other comprehensive income (loss) before reclassifications, net of income taxes	(121.3)		—			(121.3)
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	2.7		0.5		(b)	3.2
Income tax impact	—		(0.1)			(0.1)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	2.7		0.4			3.1
Net current period other comprehensive income (loss), net of income taxes	(118.6)		0.4			(118.2)
Balance, July 1, 2022	$	(280.7)	$	(61.4)		$	(342.1)

For the Three Months Ended July 2, 2021:
Balance, April 2, 2021	$	(88.7)	$	(86.1)		$	(174.8)
Other comprehensive income (loss) before reclassifications, net of income taxes	16.6		—			16.6
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	—		1.2		(b)	1.2
Income tax impact	—		(0.3)			(0.3)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—		0.9			0.9
Net current period other comprehensive income (loss), net of income taxes	16.6		0.9			17.5
Balance, July 2, 2021	$	(72.1)	$	(85.2)		$	(157.3)

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	Foreign currency translation adjustments		Pension adjustments (a)			Total
For the Six Months Ended July 1, 2022:
Balance, December 31, 2021	$	(122.7)	$	(62.3)		$	(185.0)
Other comprehensive income (loss) before reclassifications, net of income taxes	(160.7)		—			(160.7)
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	2.7		1.1		(b)	3.8
Income tax impact	—		(0.2)			(0.2)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	2.7		0.9			3.6
Net current period other comprehensive income (loss)	(158.0)		0.9			(157.1)
Balance, July 1, 2022	$	(280.7)	$	(61.4)		$	(342.1)

For the Six Months Ended July 2, 2021:
Balance, December 31, 2020	$	(54.0)	$

Form: 10-Q

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