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): December 14, 2011
Commission file number 000-04689
Pentair, Inc.
(Exact name of Registrant as specified in its charter)
Minnesota | 41-0907434 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification number) | |
5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota | 55416 | |
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code: (763) 545-1730
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)) |
ITEM 7.01 Regulation FD Disclosure
On December 14, 2011, Pentair, Inc. (the Company) issued a press release updating fourth quarter and full year 2011 earnings per share (EPS) guidance and providing 2012 EPS guidance. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
This press release refers to certain non-GAAP financial measures (expected adjusted earnings per share) and a reconciliation of those non-GAAP financial measures to the corresponding financial measures contained in the Companys financial statements prepared in accordance with generally accepted accounting principles. The expected fourth quarter and full year 2011 adjusted earnings per share eliminate certain expenses incurred related to the recent acquisition of Norits Clean Process Technologies business and certain targeted restructuring activities. Management utilizes these adjusted financial measures to assess the run-rate of its continuing operations against those of prior periods without the distortion of these factors. The Company believes that these non-GAAP financial measures will be useful to investors as well to assess the continuing strength of the Companys underlying operations.
The information contained in Item 7.01 of this Current Report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits
(a) | Financial Statements of Businesses Acquired
Not applicable. | |
(b) | Pro Forma Financial Information
Not applicable. | |
(c) | Shell Company Transactions
Not applicable | |
(d) | Exhibits | |
The following exhibit is provided as part of the information furnished under Item 7.01 of this Current Report on Form 8-K: |
Exhibit | Description | |
99.1 | Pentair, Inc. press release dated December 14, 2011 providing financial outlook for 2012 and updating 2011 earnings outlook. |
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, thereunto duly authorized, on December 14, 2011.
PENTAIR, INC. Registrant | ||||||
By /s/ John L. Stauch | ||||||
John L. Stauch | ||||||
Executive Vice President and Chief Financial Officer |
PENTAIR, INC.
Exhibit Index to Current Report on Form 8-K
Dated December 14, 2011
Exhibit Number |
Description | |
99.1 | Pentair, Inc. press release dated December 14, 2011 providing financial outlook for 2012 and updating 2011 earnings outlook. |
Exhibit 99.1
Pentair, Inc.
5500 Wayzata Blvd., Suite 800
MInneapolis, MN 55416
763 545 1730 Tel
763 656 5400 Fax
News Release
Pentair Provides Financial Outlook for 2012;
Updates Full Year 2011 Outlook;
and Raises Dividend
| Company provided full year 2012 EPS outlook of $2.60 to $2.75 |
| Raised dividend for 36th consecutive year, up 10 percent |
| Updated full year 2011 reported EPS outlook to a range of $2.20 to $2.22; updated adjusted EPS to a range of $2.38 to $2.40, up 19 to 20 percent from the prior year |
All financial information and period-to-period references are on a continuing operations basis unless otherwise noted. Reconciliations of GAAP to Non-GAAP measures are in the attached financial tables.
MINNEAPOLIS, Minn. December 14, 2011 Pentair, Inc. (NYSE: PNR) today provided its outlook for 2012 and updated its fourth quarter and full year 2011 sales and earnings outlook.
For full year 2012, the company is providing a net earnings per diluted share from continuing operations (EPS) outlook of $2.60 to $2.75, which represents an increase of 9 to 15 percent from the mid-point of the updated, adjusted 2011 outlook. The company anticipates full year 2012 sales to be in the range of approximately $3.7 billion to $3.8 billion, or up 7 to 10 percent, which includes a three- to four-percentage point favorable impact from the CPT acquisition. The company expects to continue generating free cash flow in excess of net income for 2012.
Despite global economic uncertainties, we continue to expect solid sales and earnings growth in 2012, said Randall J. Hogan, Chairman and Chief Executive Officer. We expect balanced growth in 2012, with a moderate volume increase, an improved price/cost dynamic and greater productivity and cost savings. We continue to make meaningful advancements in our strategy as we invest in innovation, technology and global capabilities that position us well to deliver long-term, sustainable growth.
Pentairs board of directors approved an increase in the companys quarterly cash dividend of two cents per share, effective with the quarterly dividend payable in the first quarter of 2012. The new quarterly dividend equates to an annual cash dividend of $0.88 cents per share, representing a 10 percent increase from the previous $0.80 per share.
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Pentair expects fourth quarter 2011 reported EPS to be in the range of $0.51 to $0.53. Excluding acquisition related costs, the company expects adjusted fourth quarter 2011 EPS in the range of $0.53 to $0.55, which compares to a previous outlook range of $0.59 to $0.62. The updated outlook reflects lower than expected western European sales, along with lower than expected residential water treatment component volume and the related negative impact on operating income, offset, in part, by more productivity. The company expects further repositioning actions in the fourth quarter not yet reflected in this 2011 EPS outlook.
As a result, Pentair now expects full year 2011 reported EPS in the range of $2.20 to $2.22. Excluding acquisition related costs and restructuring charges, the company expects adjusted full year 2011 EPS in the range of $2.38 to $2.40, an increase of 19 to 20 percent from the prior year.
Although we are disappointed with the lowered fourth quarter 2011 volume expectations, our updated outlook still reflects continued margin expansion and double digit earnings growth at the mid-point. We are seeing a more favorable price and cost environment, along with increased productivity and cost initiatives that we expect to accelerate into 2012. We will continue to invest and drive initiatives that strengthen our portfolio and position us well for sustainable, profitable growth next year and beyond.
CONFERENCE CALL
Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the companys outlook on a two-way conference call with investors at 9 a.m. Eastern today. A live audio webcast of the call, along with the related presentation, can be accessed in the Investors section of the companys website (www.pentair.com) shortly before the call begins. Reconciliation of non-GAAP financial measures are set forth in the attachments to this release and in the presentation, both of which can be found on Pentairs web site. The webcast and presentation will be archived at the same site following the conclusion of the event.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Any statements made about the companys anticipated financial results are forward-looking statements subject to risks and uncertainties such as our ability to integrate the CPT acquisition successfully; the magnitude, timing and scope of recovery from the global economic downturn or any potential future downturn; the strength of housing and related markets; the risk that expected benefits from restructuring and other cost reduction plans may not be fully realized, or may take longer to realize than expected; foreign currency effects; material inflation outpacing our productivity and pricing actions; retail, commercial and industrial demand; increased risks associated with operating foreign businesses; product introductions; pricing and other competitive pressures; and the companys 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.
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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. Pentairs 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 approximately 15,000 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
Reconciliation of the GAAP As Reported year ending December 31, 2011 to the Adjusted non-GAAP
excluding the effect of 2011 adjustments (Unaudited)
Total Pentair | First Quarter | Second Quarter | Third Quarter | Estimated * Fourth Quarter |
Estimated * Year |
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In thousands, except per-share data |
2011 | 2011 | 2011 | 2011 | 2011 | |||||||||||||||
Net sales |
$ | 790,273 | $ | 910,175 | $ | 890,546 | $ | 850,000 - $870,000 | approx $ 3.5B | |||||||||||
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Operating incomeas reported |
86,177 | 109,422 | 92,903 | 91,000 - 93,000 | approx 380 - 382M | |||||||||||||||
% of net sales |
10.9% | 12.0% | 10.4% | 10.5% - 11.0% | approx 11% | |||||||||||||||
Adjustments: |
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CPT deal related costs |
1,709 | 6,136 | | | ||||||||||||||||
Restructuring |
| | 2,079 | |||||||||||||||||
Inventory step-up and customer backlog |
197 | 5,256 | 5,798 | approx 2,000 | approx 23M | |||||||||||||||
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Operating incomeas adjusted |
88,083 | 120,814 | 100,780 | 93,000 - 95,000 | approx 403 - 405M | |||||||||||||||
% of net sales |
11.1% | 13.3% | 11.3% | approx 11% | 11.5% - 12.0% | |||||||||||||||
Net income from continuing operations attributable to Pentair, Inc.as reported |
50,541 | 66,712 | 51,092 | 50,000 - 53,000 | approx 218 - 221M | |||||||||||||||
Adjustments net of tax |
1,287 | 8,803 | 6,561 | approx 2,000 | approx 19M | |||||||||||||||
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Net income from continuing operations attributable to Pentair, Inc.as adjusted |
51,828 | 75,515 | 57,653 | 52,000 - 55,000 | approx 237 - 240M | |||||||||||||||
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Continuing earnings per common share attributable to Pentair, Inc.diluted |
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Diluted earnings per common shareas reported |
$ | 0.51 | $ | 0.67 | $ | 0.51 | $ | 0.51 - $0.53 | $ | 2.20 - $2.22 | ||||||||||
Adjustments |
0.01 | 0.08 | 0.07 | 0.02 | 0.18 | |||||||||||||||
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Diluted earnings per common shareas adjusted |
$ | 0.52 | $ | 0.75 | $ | 0.58 | $ | 0.53 - $0.55 | $ | 2.38 - $2.40 | ||||||||||
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* | Does not reflect an anticipated restructuring charge for the fourth quarter of 2011 that has not yet been quantified. |
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)
Water | First Quarter | Second Quarter | Third Quarter | Estimated * Fourth Quarter |
Estimated * Year |
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In thousands |
2011 | 2011 | 2011 | 2011 | 2011 | |||||||||||||||
Net sales |
$ 515,368 | $ 631,944 | $ 614,557 | $ 600,000 - $615,000 | approx $2.4B | |||||||||||||||
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Operating incomeas reported |
56,528 | 84,521 | 59,608 | 63,000 - 67,000 | 264 - 268M | |||||||||||||||
% of net sales |
11.0% | 13.4% | 9.7% | approx 10.5 - 11% | approx 11 - 11.5% | |||||||||||||||
Adjustments: |
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Restructuring |
| | 1,955 | |||||||||||||||||
Inventory step-up and customer backlog |
197 | 5,256 | 5,798 | approx 2,000 | approx 15M | |||||||||||||||
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Operating incomeas adjusted |
56,725 | 89,777 | 67,361 | 65,000 - 69,000 | 279 - 283M | |||||||||||||||
% of net sales |
11.0% | 14.2% | 11.0% | approx 11% | approx 11.5 - 12% |
* | Does not reflect an anticipated restructuring charge for the fourth quarter of 2011 that has not yet been quantified. |
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