0000038725-19-000100.txt : 20190423 0000038725-19-000100.hdr.sgml : 20190423 20190423081954 ACCESSION NUMBER: 0000038725-19-000100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190423 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190423 DATE AS OF CHANGE: 20190423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN ELECTRIC CO INC CENTRAL INDEX KEY: 0000038725 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 350827455 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00362 FILM NUMBER: 19760687 BUSINESS ADDRESS: STREET 1: 9255 COVERDALE ROAD CITY: FORT WAYNE STATE: IN ZIP: 46809 BUSINESS PHONE: 2608242900 MAIL ADDRESS: STREET 1: 9255 COVERDALE ROAD CITY: FORT WAYNE STATE: IN ZIP: 46809 8-K 1 a201904238-k.htm 8-K Document


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 23, 2019

FRANKLIN ELECTRIC CO., INC.
(Exact name of registrant as specified in its charter)
Indiana
 
0-362
 
35-0827455
(State of incorporation)
 
(Commission File Number)
 
(IRS employer identification no.)

9255 Coverdale Road
 
 
Fort Wayne, Indiana
 
46809
(Address of principal executive offices)
 
(Zip code)

(260) 824-2900
(Registrant's telephone number, including area code)
 
Not Applicable
(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)) 


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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 2.02. Results of Operations and Financial Condition

On April 23, 2019, Franklin Electric Co., Inc. issued a press release announcing its earnings for the first quarter of 2019. A copy of the release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K and the press release attached hereto are being furnished pursuant to Item 2.02 of Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:







SIGNATURE

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.

FRANKLIN ELECTRIC CO., INC.
(Registrant)

Date: April 23, 2019
 
By
/s/ John J. Haines
 
 
 
John J. Haines
 
 
 
Vice President, Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)






EXHIBIT INDEX





EX-99.1 2 a201904238-kexhibit991.htm EXHIBIT 99.1 Exhibit



Exhibit 99.1

For Immediate Release    

For Further Information
Refer to: John J. Haines
260-824-2900

FRANKLIN ELECTRIC REPORTS FIRST
QUARTER 2019 SALES AND EARNINGS
 
Fort Wayne, IN - April 23, 2019 - Franklin Electric Co., Inc. (NASDAQ: FELE) reported first quarter 2019 GAAP fully diluted earnings per share (EPS) of $0.19, versus a GAAP fully diluted EPS in the first quarter 2018 of $0.45. First quarter 2019 sales were $290.7 million, compared to 2018 first quarter sales of $295.6 million. First quarter EPS before the impact of restructuring expenses was $0.21 compared to 2018 first quarter EPS before restructuring of $0.45 (see table below for a reconciliation of GAAP EPS to EPS before restructuring). In the first quarter of 2018, the Company recognized discrete income tax benefits of about $5 million which lowered the first quarter 2018 effective tax rate and resulted in an eleven-cent increase in earnings per share.


Gregg Sengstack, Franklin Electric’s Chairman and Chief Executive Officer, commented:

“Our first quarter 2019 net sales results were meaningfully below our expectations and were the primary driver of our lower earnings in the quarter.  The key factors that contributed to the lower than expected net sales included adverse winter weather conditions in North America that hurt all our operating segments, and weak international end markets primarily in Europe, the Middle East and Central America.  Our operating income before restructuring expenses declined by about $9.5 million from the first quarter 2018 due in large part to the lower sales volume and adverse sales mix, resulting in lost leverage on our fixed cost base.  Through our company wide focus on working capital reduction our operating cash flow improved by $24 million as compared to the first quarter of last year.

Despite the lower than expected demand in first quarter, we remain confident in the overall strength of the end markets in which we compete. Our Water Systems segment is positioned well to recover the declines in North America that resulted from adverse weather and we are encouraged by higher than expected net sales results in both Brazil and Asia Pacific during the first quarter.  Although sales in our Pioneer branded dewatering equipment business and our Fueling Systems segment were also below expectations in the first quarter, we attribute this mostly to the timing of customer requested deliveries.  As a result, we are reaffirming our 2019 earnings per share guidance of $2.37 to $2.47 per share.”



 










Key Performance Indicators:

Earnings Before and After Restructuring
 
For the First Quarter
 
(in millions)
 
2019
2018
Change
 
 
 
 
 
 
 
Net Income attributable to FE Co., Inc. Reported
 
$
9.1

$
21.2

(57
)%
 
Allocated Earnings
 
$
(0.1
)
$
(0.2
)
 
 
Earnings for EPS Calculations
 
$
9.0

$
21.0

(57
)%
 
 
 
 
 
 
 
Restructuring (before tax):
 
$
1.1

$

 
 
 
 
 
 
 
 
Restructuring, net of tax:
 
$
0.9

$

 
 
 
 
 
 
 
 
Earnings Before Restructuring
 
$
9.9

$
21.0

(53
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share
 
For the First Quarter
 
Before and After Restructuring
 
2018
2017
Change
 
(in millions except Earnings Per Share)
 
 
 
 
 
 
 
 
 
 
 
Average Fully Diluted Shares Outstanding
 
46.7

47.1

(1
)%
 
 
 
 
 
 
 
Fully Diluted Earnings Per Share (“EPS”) Reported
 
$
0.19

$
0.45

(58
)%
 
 
 
 
 
 
 
Restructuring Per Share, net of tax
 
$
0.02

$

 
 
 
 
 
 
 
 
Fully Diluted EPS Before Restructuring
 
$
0.21

$
0.45

(53
)%
 







 
Net Sales
(in millions)
United States & Canada
Latin America
Europe, Middle East & Africa
Asia Pacific
Total Water
Fueling
Distribution
Other/Elims
Consolidated
 
 
 
 
 
 
 
 
 
 
Q1 2018
$
96.5

$
29.1

$
46.2

$
20.8

$
192.6

$
58.6

$
56.2

$
(11.8
)
$
295.6

Q1 2019
$
98.0

$
30.5

$
37.7

$
22.2

$
188.4

$
60.2

$
53.3

$
(11.2
)
$
290.7

Change
$
1.5

$
1.4

$
(8.5
)
$
1.4

$
(4.2
)
$
1.6

$
(2.9
)
$
0.6

$
(4.9
)
% Change
2
 %
5
 %
(18
)%
7
 %
(2
)%
3
 %
(5
)%
 
(2
)%
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
$
(0.9
)
$
(3.0
)
$
(6.7
)
$
(0.9
)
$
(11.5
)
$
(1.4
)
$

 
 
% Change
(1
)%
(10
)%
(15
)%
(4
)%
(6
)%
(2
)%
 %
 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions
$

$
4.3

$

$

$
4.3

$
1.5

$
2.8

 
 
 
 
 
 
 
 
 
 
 
 
Volume/Price
$
2.4

$
0.1

$
(1.8
)
$
2.3

$
3.0

$
1.5

$
(5.7
)
 
 
% Change
2
 %
 %
(4
)%
11
 %
2
 %
3
 %
(10
)%
 
 



Operating Income and Margins
 
 
 
 
 
(in millions)
For the First Quarter 2019
 
Water
Fueling
Distribution
Other/Elims
Consolidated
Operating Income/(Loss)
$
19.2

$
12.3

$
(4.3
)
$
(15.1
)
$
12.1

% Operating Income To Net Sales
10.2
%
20.4
%
(8.1
)%
 
4.2
%
 
 
 
 
 
 
Restructuring
$
0.5

$

$
0.6

$

$
1.1

Operating Income/(Loss) Before Restructuring
$
19.7

$
12.3

$
(3.7
)
$
(15.1
)
$
13.2

% Operating Income to Net Sales Before Restructuring
10.5
%
20.4
%
 
 
4.5
%
 
 
 
 
 
 
 
For the First Quarter 2018
 
Water
Fueling
Distribution
Other/Elims
Consolidated
Operating Income/(Loss)
$
25.1

$
13.7

$
(0.8
)
$
(15.3
)
$
22.7

% Operating Income To Net Sales
13.0
%
23.4
%
(1.4
)%
 
7.7
%
 
 
 
 
 
 
Restructuring
$

$

$

$

$

Operating Income/(Loss) Before Restructuring
$
25.1

$
13.7

$
(0.8
)
$
(15.3
)
$
22.7

% Operating Income to Net Sales Before Restructuring
13
%
23.4
%
 
 
7.7
%











Water Systems

Water Systems sales were $188.4 million in the first quarter 2019, versus the first quarter 2018 sales of $192.6 million. In the first quarter of 2019, sales from businesses acquired since the first quarter of 2018 were $4.3 million. Water Systems sales decreased about 6 percent in the quarter due to foreign currency translation. Water Systems organic sales increased about 2 percent compared to the first quarter of 2018.

Water Systems sales in the U.S. and Canada increased by about 2 percent compared to the first quarter 2018. Foreign currency translation decreased sales by about 1 percent. Sales of Pioneer branded dewatering equipment increased by about 10 percent in the first quarter when compared to the prior year due to diversification of product sales channels. Sales of other surface pumping equipment increased by about 2 percent on stronger sales of wastewater products. Sales of groundwater pumping equipment were down about 5 percent versus the first quarter 2018. The decline in groundwater pumping systems was primarily due to adverse winter weather conditions in North America that reduced demand for the Company’s groundwater pumping systems including sales through the Headwater Distribution segment.

Water Systems sales in markets outside the U.S. and Canada declined by about 6 percent overall. Foreign currency translation decreased sales by about 11 percent. Outside the U.S. and Canada, Water Systems realized organic sales growth of about 11 percent in Asia Pacific and about 15 percent in Brazil versus the first quarter 2018. These increases were offset by an organic sales decline in Europe, the Middle East and Central America.

Water Systems operating income was $19.2 million in the first quarter 2019, compared to $25.1 million in the first quarter 2018. Water Systems operating income was lower in the first quarter primarily due to lower sales volume, the resultant lost leverage on fixed costs, adverse product sales mix and higher freight costs.

Fueling Systems

Fueling Systems sales were $60.2 million in the first quarter 2019 compared to first quarter 2018 sales of $58.6 million and were a record for any first quarter. In the first quarter of 2019, sales from businesses acquired since the first quarter of 2018 were $1.5 million. Fueling Systems sales decreased about 2 percent in the quarter due to foreign currency translation. Fueling Systems organic sales increased about 3 percent compared to the first quarter of 2018.

Fueling Systems sales in the U.S. and Canada increased by about 10 percent compared to the first quarter 2018. The increase was principally in the fuel management and service station hardware product lines. Outside the U.S. and Canada, Fueling Systems revenues declined by about 5 percent, due to lower sales of storage tanks, fuel pumping systems, and underground pipe and containment systems primarily in Europe and China.

Fueling Systems operating income was $12.3 million in the first quarter of 2019 compared to $13.7 million in the first quarter of 2018. Fueling Systems operating income was lower in the first quarter as growth from higher sales was offset primarily by higher fixed costs.






Distribution

Distribution sales were $53.3 million in the first quarter 2019, versus first quarter 2018 sales of $56.2 million. In the first quarter of 2019, sales from businesses acquired since the first quarter of 2018 were $2.8 million. The Distribution segment organic sales were down about 10 percent compared to the first quarter of 2018 primarily due to unfavorable weather conditions.

The Distribution segment recorded an operating loss of $4.3 million in the first quarter of 2019, compared to $0.8 million loss in the first quarter of 2018. The loss before the impact of restructuring expenses was $3.7 million. The Distribution loss was primarily due to lower sales volume, higher product costs partially offset by sales price increases, adverse geographic and product sales mix and lost leverage on fixed costs from lower sales.


Overall

The Company’s consolidated gross profit was $89.5 million for the first quarter of 2019, a decrease from the first quarter of 2018 gross profit of $99.0 million. The gross profit decrease was primarily due to lower sales and other impacts previously mentioned. The gross profit as a percent of net sales was 30.8 percent in the first quarter of 2019 compared to 33.5 percent in the first quarter of 2018.

Selling, general, and administrative (SG&A) expenses were $76.3 million in the first quarter of 2019 and 2018. SG&A expenses from acquired businesses was $3.0 million and excluding the acquired entities, the Company’s SG&A expenses in the first quarter of 2019 were $73.3 million, a decrease of about 4 percent from the first quarter 2018, due primarily to the effect of foreign currency translations in the first quarter of 2019 versus the prior year.

Commenting on the outlook for 2019, Mr. Sengstack said:

“As we look forward to the balance of 2019, the key question will be the recovery of net sales in North America in both our Water Systems and Distribution segments that we believe were delayed due to the poor weather during the first quarter. Our review with these businesses in the last several weeks confirms that the end market demand is still robust; however, the environment for equipment manufacturers will be even more competitive. Except for Europe and the Middle East, we think there is still opportunity for growth in the other international Water Systems businesses. Fueling Systems continues to capitalize on numerous market opportunities.

As a result, we continue to believe our previous growth guidance of 4 to 6 percent in 2019 is doable.  We also continue to believe we can achieve our original earnings per share before restructuring charges guidance of $2.37 to $2.47 per share.  In addition to some sales volume recovery, we are taking cost reduction actions in virtually all of our business units to make up portions of the earnings shortfall we experienced in the first quarter.”

             
A conference call to review earnings and other developments in the business will commence at 9:00 am ET. The first quarter 2019 earnings call will be available via a live webcast.

https://edge.media-server.com/m6/p/ugbyz5i8






If you intend to ask questions during the call, please dial in using 877.643.7158 for domestic calls and 914.495.8565 for international calls. The conference ID is: 1382996.

A replay of the conference call will be available Tuesday, April 23, 2019 at 12:00 noon ET through noon ET on Tuesday, April 30, 2019, by dialing 855.859.2056 for domestic calls and 404.537.3406 for international calls. The replay passcode is: 1382996.

Franklin Electric is a global leader in the production and marketing of systems and components for the movement of water and fuel. Recognized as a technical leader in its products and services, Franklin Electric serves customers around the world in residential, commercial, agricultural, industrial, municipal, and fueling applications.






















FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 
 
 
(In thousands, except per share amounts)
 
 
 
 
First Quarter Ended
 
March 31, 2019
 
March 31, 2018
 
 
 
 
Net sales
$
290,715

 
$
295,630

Cost of sales
201,209

 
196,648

Gross profit
89,506

 
98,982

Selling, general, and administrative expenses
76,299

 
76,275

Restructuring expense
1,086

 
7

Operating income
12,121

 
22,700

Interest expense
(2,342
)
 
(2,428
)
Other income/(expense), net
239

 
(204
)
Foreign exchange income/(expense)
589

 
(551
)
Income before income taxes
10,607

 
19,517

Income tax (benefit)/expense
1,480

 
(1,698
)
Net income
$
9,127

 
$
21,215

Less: Net income attributable to noncontrolling interests
(71
)
 
(41
)
Net income attributable to Franklin Electric Co., Inc.
$
9,056

 
$
21,174

 
 
 
 
Income per share:
 
 
 
Basic
$
0.19

 
$
0.45

Diluted
$
0.19

 
$
0.45

 
 
 
 


























FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
 
 
(In thousands)
 
 
 
 
March 31, 2019
 
December 31, 2018
ASSETS
 
 
 
 
 
 
 
Cash and equivalents
$
54,364

 
$
59,173

Receivables
180,584

 
172,899

Inventories
336,639

 
314,049

Other current assets
34,115

 
33,758

Total current assets
605,702

 
579,879

 
 
 
 
Property, plant, and equipment, net
202,597

 
207,064

Right-of-use asset, net
25,411

 

Goodwill and other assets
395,049

 
395,422

Total assets
$
1,228,759

 
$
1,182,365

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
Accounts payable
$
91,399

 
$
76,652

Accrued expenses and other current liabilities
52,990

 
67,230

Current lease liability
7,738

 

Current maturities of long-term debt and short-term borrowings
131,957

 
111,975

Total current liabilities
284,084

 
255,857

 
 
 
 
Long-term debt
93,803

 
94,379

Long-term lease liability
17,675

 

Income taxes payable non-current
10,881

 
10,881

Deferred income taxes
28,927

 
28,949

Employee benefit plans
36,963

 
38,020

Other long-term liabilities
19,826

 
17,934

 
 
 
 
Redeemable noncontrolling interest
408

 
518

 
 
 
 
Total equity
736,192

 
735,827

Total liabilities and equity
$
1,228,759

 
$
1,182,365

 
 
 
 






FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Three Months Ended
(In thousands)
March 31, 2019
 
March 31, 2018
 
 
 
 
Cash flows from operating activities:
 
 
 
Net income
$
9,127

 
$
21,215

Adjustments to reconcile net income to net cash flows from operating activities:
 
 
 
Depreciation and amortization
12,073

 
9,896

Share-based compensation
3,230

 
3,326

Other
(96
)
 
(5,262
)
Changes in assets and liabilities:
 
 
 
Receivables
(6,517
)
 
(17,242
)
Inventory
(20,986
)
 
(23,932
)
Accounts payable and accrued expenses
1,309

 
(15,378
)
Operating Leases
(2,804
)
 

Other
1,729

 
193

Net cash flows from operating activities
(2,935
)
 
(27,184
)
 
 
 
 
Cash flows from investing activities:
 
 
 
Additions to property, plant, and equipment
(5,220
)
 
(5,921
)
Proceeds from sale of property, plant, and equipment
64

 
208

Acquisitions and investments
(5,405
)
 
(8,428
)
Other investing activities
3

 

Net cash flows from investing activities
(10,558
)
 
(14,141
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Change in debt
19,669

 
52,007

Proceeds from issuance of common stock
1,251

 
642

Purchases of common stock
(4,329
)
 
(7,949
)
Dividends paid
(6,723
)
 
(5,037
)
Net cash flows from financing activities
9,868

 
39,663

Effect of exchange rate changes on cash
(1,184
)
 
1,799

Net change in cash and equivalents
(4,809
)
 
137

Cash and equivalents at beginning of period
59,173

 
67,233

Cash and equivalents at end of period
$
54,364

 
$
67,370

 
 
 
 

"Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including those relating to market conditions or the Company’s financial results, costs, expenses or expense reductions, profit margins, inventory levels, foreign currency translation rates, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company’s business and industry, weather conditions, new housing starts, market demand, competitive factors, changes in distribution channels, supply constraints, effect of price increases,  raw material costs, technology factors, integration of acquisitions, litigation, government and regulatory actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Securities and Exchange Commission filings, included in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2018, Exhibit 99.1 attached thereto and in Item 1A of Part II of the Company’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.