WALTHAM,
Mass., Oct. 25, 2023 /PRNewswire/ -- Veralto
(NYSE: VLTO) (the "Company"), a global leader in essential water
and product quality solutions dedicated to Safeguarding the World's
Most Vital Resources™ announced results for the third quarter ended
September 29, 2023. Net earnings
refer to net earnings attributable to common shareholders.
Key Third Quarter Results
- Sales increased 3% year-over-year to $1,255 million, with non-GAAP core sales growth
of 1%
- Operating profit margin was 21.8% and non-GAAP adjusted
operating profit margin, including estimated incremental
stand-alone costs, was 22.4%
- Net earnings were $205 million,
or $0.83 per diluted common
share
- Non-GAAP, adjusted diluted net earnings per common share were
$0.75, including estimated
incremental stand-alone costs and estimated interest expense on the
Company's current capital structure
- Operating cash flow was $243
million and non-GAAP free cash flow was $232 million
- Expects to initiate a quarterly dividend of $0.09 per common share in arrears in Q4 2023
Jennifer L. Honeycutt, President and Chief Executive
Officer, stated, "The third quarter 2023
marks a significant milestone for Veralto as we successfully
completed our separation from Danaher. I'm proud of our team
for their efforts related to the separation while also driving
solid operating execution during the quarter in support of our
customers."
"During the third quarter, we continued to deliver core sales
growth and executed well on pricing, productivity and continuous
improvement actions. We also generated strong free cash flow
and strengthened our financial position."
Honeycutt continued, "As we look longer term, we are confident
that the durability of our businesses, the essential nature of our
technology solutions and the strong secular growth drivers of our
end markets will position us to drive steady growth, consistent
with our historical track record. The combination of our
leading brands, premier operating model powered by the Veralto
Enterprise System and the strength of our balance sheet
differentiates Veralto and positions us to deliver sustainable,
long-term shareholder value."
Fourth Quarter Outlook
The Company provides forecasted sales only on a non-GAAP basis
because of the difficulty in estimating the other components of
GAAP sales, such as currency translation, acquisitions, and
divested product lines.
For the fourth quarter 2023, the Company anticipates that
non-GAAP core sales will be flat to down low-single digits
year-over-year due primarily to reduced demand for
consumer-packaged goods impacting sales in its Product Quality and
Innovation segment and continued demand weakness in China.
The Company anticipates adjusted operating profit margin in the
range of 23.5% to 24.5% and adjusted diluted earnings per share in
the range of $0.79 to $0.84.
The Company intends to initiate a quarterly cash dividend of
$0.09 per common share in arrears
commencing following the quarter ending December 31, 2023, subject to approval by its
Board of Directors with respect to each such dividend.
Conference Call and Webcast Information
Veralto will discuss its third quarter results and financial
guidance for the fourth quarter and full year during its quarterly
investor conference call tomorrow starting at 8:30 a.m. (ET). The call and an accompanying
slide presentation will be webcast on the "Investors" section of
Veralto's website, www.veralto.com, under the subheading "News
& Events" and additional materials will be posted to the same
section of Veralto's website. A replay of the webcast will be
available in the same section of Veralto's website 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 +1 (800) 579-2543
(U.S.) or +1 (785) 424-1789 (INTL) (Conference ID: VLTO3Q23).
A replay of the conference call will be available shortly after the
conclusion of the call and until November
10, 2023. You can access the replay dial-in information on
the "Investors" section of Veralto's website under the subheading
"News & Events."
ABOUT VERALTO
With annual sales of nearly $5
billion, Veralto is a global leader in essential technology
solutions with a proven track record of solving some of the most
complex challenges we face as a society. Our industry-leading
companies with globally recognized brands are building on a
long-established legacy of innovation and customer trust to create
a safer, cleaner, more vibrant future. Headquartered in
Waltham, Massachusetts, our global
team of 16,000 associates is committed to making an enduring
positive impact on our world and united by a powerful purpose:
Safeguarding the World's Most Vital Resources™.
NON-GAAP MEASURES AND SUPPLEMENTAL MATERIALS
In addition to the financial measures prepared in accordance
with generally accepted accounting principles (GAAP), this earnings
release also contains non-GAAP financial measures. Calculations of
these measures, the reasons why we believe these measures provide
useful information to investors, a reconciliation of these measures
to the most directly comparable GAAP measures, as applicable, and
other information relating to these non-GAAP measures are included
in the supplemental reconciliation schedule attached.
In addition, this earnings release, the slide presentation
accompanying the related earnings call, non-GAAP reconciliations
and a note containing details of historical and anticipated, future
financial performance have been posted to the "Investors" section
of Veralto's website (www.veralto.com) under the subheading
"Quarterly Earnings."
FORWARD-LOOKING STATEMENTS
Certain statements in this release, including the statement
regarding the Company's anticipated fourth quarter and full year
2023 non-GAAP core sales growth, the Company's differentiation and
positioning to continue delivering sustainable, long-term
shareholder value and any other statements regarding events or
developments that we believe or anticipate will or may occur in the
future are "forward-looking" statements within the meaning of the
federal securities laws. All statements other than historical
factual information are forward-looking statements, including,
without limitation, statements regarding: projections of revenue,
expenses, profit, profit margins, tax rates, tax provisions, cash
flows, pension and benefit obligations and funding requirements,
Veralto's liquidity position or other financial measures; Veralto's
management's plans and strategies for future operations, including
statements relating to anticipated operating performance, cost
reductions, restructuring activities, new product and service
developments, competitive strengths or market position,
acquisitions and the integration thereof, divestitures, spin-offs,
split-offs or other distributions, strategic opportunities,
securities offerings, stock repurchases, dividends and executive
compensation; the effects of the separation or the distribution on
Veralto's business; growth, declines and other trends in markets
Veralto sells into; new or modified laws, regulations and
accounting pronouncements; future regulatory approvals and the
timing thereof; outstanding claims, legal proceedings, tax audits
and assessments and other contingent liabilities; future foreign
currency exchange rates and fluctuations in those rates; general
economic and capital markets conditions; the anticipated timing of
any of the foregoing; assumptions underlying any of the foregoing;
and any other statements that address events or developments that
Veralto intends or believes will or may occur in the future.
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 our Form 10. These
forward-looking statements speak only as of the date of this
release and except to the extent required by applicable law, the
Company 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.
VERALTO CORPORATION
|
COMBINED CONDENSED
STATEMENTS OF EARNINGS
|
($ and shares in
millions, except per share amounts)
|
(unaudited)
|
|
|
Three-Month Period
Ended
|
|
Nine-Month Period
Ended
|
|
September 29,
2023
|
|
September 30,
2022
|
|
September 29,
2023
|
|
September 30,
2022
|
Sales
|
$
1,255
|
|
$
1,219
|
|
$
3,733
|
|
$
3,622
|
Cost of
sales
|
(532)
|
|
(525)
|
|
(1,578)
|
|
(1,573)
|
Gross profit
|
723
|
|
694
|
|
2,155
|
|
2,049
|
Operating
costs:
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses
|
(395)
|
|
(357)
|
|
(1,133)
|
|
(1,067)
|
Research and
development expenses
|
(55)
|
|
(52)
|
|
(168)
|
|
(164)
|
Operating
profit
|
273
|
|
285
|
|
854
|
|
818
|
Nonoperating income
(expense):
|
|
|
|
|
|
|
|
Other income (expense),
net
|
—
|
|
—
|
|
(14)
|
|
—
|
Interest
expense
|
(5)
|
|
—
|
|
(5)
|
|
—
|
Earnings before income
taxes
|
268
|
|
285
|
|
835
|
|
818
|
Income taxes
|
(63)
|
|
(67)
|
|
(196)
|
|
(189)
|
Net earnings
|
$
205
|
|
$
218
|
|
$
639
|
|
$
629
|
Net earnings per common
share:
|
|
|
|
|
|
|
|
Basic and
Diluted
|
$
0.83
|
|
$
0.89
|
|
$
2.59
|
|
$
2.55
|
Average common stock
and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
Basic and
Diluted
|
246.3
|
|
246.3
|
|
246.3
|
|
246.3
|
|
This information is
presented for reference only.
|
VERALTO CORPORATION
RECONCILIATION
OF GAAP TO NON-GAAP FINANCIAL MEASURES
Diluted Net Earnings
Per Common Share and Adjusted Diluted Net Earnings Per Common
Share1
|
|
|
Three-Month Period
Ended
|
|
September 29,
2023
|
|
September 30,
2022
|
Diluted Net Earnings
Per Common Share (GAAP)
|
$
0.83
|
|
$
0.89
|
Amortization of
acquisition-related intangible assets A
|
0.05
|
|
0.04
|
Impairments and other
charges B
|
0.02
|
|
—
|
Standalone Adjustment
C
|
(0.16)
|
|
(0.20)
|
Tax effect of the
above adjustments D
|
0.03
|
|
0.04
|
Discrete tax
adjustments E
|
(0.02)
|
|
(0.01)
|
Adjusted Diluted Net
Earnings Per Common Share (Non-GAAP)
|
$
0.75
|
|
$
0.76
|
|
|
1
|
Each of the per share
adjustment amounts above have been calculated using the total
outstanding shares as of September 29, 2023 of 246.3
million.
|
Adjusted Operating
Profit and Adjusted Operating Profit Margin
|
|
|
Three-Month Period
Ended
September 29, 2023
|
|
Three-Month Period
Ended
September 30, 2022
|
|
Sales
|
|
Operating
profit
|
|
Operating
profit
margin
|
|
Sales
|
|
Operating
profit
|
|
Operating
profit
margin
|
Reported
(GAAP)
|
$ 1,255
|
|
$
273
|
|
21.8 %
|
|
$ 1,219
|
|
$
285
|
|
23.4 %
|
Amortization of
acquisition-related intangible assets A
|
—
|
|
12
|
|
1.0
|
|
—
|
|
11
|
|
0.9
|
Impairments and other
charges B
|
—
|
|
6
|
|
0.5
|
|
—
|
|
—
|
|
—
|
Standalone Adjustment
C
|
2
|
|
(10)
|
|
(0.8)
|
|
2
|
|
(15)
|
|
(1.2)
|
Rounding
|
—
|
|
—
|
|
(0.1)
|
|
—
|
|
—
|
|
(0.1)
|
Adjusted
(Non-GAAP)
|
$ 1,257
|
|
$
281
|
|
22.4 %
|
|
$ 1,221
|
|
$
281
|
|
23.0 %
|
|
Notes to
Reconciliation of GAAP to Non-GAAP Financial
Measures
|
|
|
A
|
Amortization of
acquisition-related intangible assets in the following historical
periods (only the pretax amounts set forth below are reflected in
the amortization line item above):
|
|
Three-Month Period
Ended
|
|
September 29,
2023
|
|
September 30,
2022
|
Pretax
|
$
12
|
|
$
11
|
After-tax
|
$
9
|
|
$
8
|
B
|
Impairment charge
related to tradenames in the Product Quality & Innovation
segment for the three month period ended September 29, 2023 ($6
million pretax as reported in this line item, $5 million
after-tax).
|
C
|
This amount encompasses
management estimates of operating as a standalone entity. The
management estimate includes recurring and ongoing costs required
to operate new functions required for a public company such as
certain corporate functions including finance, tax, legal, human
resources and other general and administrative related
functions. This estimate also includes interest costs
associated with the post-separation capital structure, including
the issuance of approximately $2.6 billion of long-term debt at a
weighted average interest rate of 5.2%. The effects of these
estimates are summarized below:
|
|
Three-Month Period
Ended
|
|
September 29,
2023
|
|
September 30,
2022
|
Impact to Operating
Profit
|
$
(10)
|
|
$
(15)
|
Pretax
|
$
(40)
|
|
$
(50)
|
After-tax
|
$
(29)
|
|
$
(37)
|
D
|
This line item reflects
the aggregate tax effect of all nontax adjustments reflected in the
preceding line items of the table. In addition, the footnotes
above indicate the after-tax amount of each individual adjustment
item. Veralto estimates the tax effect of each adjustment
item by applying Veralto's overall estimated effective tax rate to
the pretax amount, 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.
|
E
|
Discrete tax matters
relate to changes in estimates associated with prior period
uncertain tax positions, audit settlements and excess tax benefits
from stock-based compensation.
|
Sales Growth
(Decline) by Segment, Core Sales Growth (Decline) by
Segment
|
|
|
% Change Three-Month
Period Ended September 29, 2023
vs. Comparable 2022 Period
|
|
|
|
Segments
|
|
Total
Company
|
|
Water
Quality
|
|
Product Quality
and Innovation
|
Total sales growth
(decline) (GAAP)
|
3.0 %
|
|
4.0 %
|
|
1.0 %
|
Impact of:
|
|
|
|
|
|
Acquisitions/divestitures
|
(0.5) %
|
|
— %
|
|
(1.0) %
|
Currency exchange
rates
|
(1.5) %
|
|
(1.0) %
|
|
(2.5) %
|
Core sales growth
(decline) (non-GAAP)
|
1.0 %
|
|
3.0 %
|
|
(2.5) %
|
|
|
|
|
|
|
Forecasted Core Sales Growth (Decline), Adjusted Operating
Profit Margin, and Adjusted Diluted Net Earnings per Share
The Company provides forecasted sales only on a non-GAAP basis
because of the difficulty in estimating the other components of
GAAP revenue, such as currency translation, acquisitions and
divested product lines. Additionally, we do not reconcile adjusted
operating profit margin (or components thereof) or adjusted diluted
earnings per share to the comparable GAAP measures because of the
difficulty in estimating the other unknown components such as
investment gains and losses, impairments and separation costs,
which would be reflected in any forecasted GAAP operating profit or
forecasted diluted earnings per share.
|
% Change
Three-Month
Period Ending December 31,
2023 vs. Comparable 2022
Period
|
Core sales growth
(decline) (non-GAAP)
|
-Low-single digit to
flat
|
|
|
|
Three-Month Period
Ending
December 31, 2023
|
Adjusted Operating
Profit Margin (non-GAAP)
|
23.5% to
24.5%
|
Adjusted Diluted Net
Earnings per Share (non-GAAP)
|
$0.79 to
$0.84
|
Cash Flow and Free
Cash Flow
|
($ in
millions)
|
|
|
Three-Month Period
Ended
|
|
Year-over-Year
Change
|
|
September 29,
2023
|
|
September 30,
2022
|
|
Total Cash
Flows:
|
|
|
|
|
|
Net cash provided by
operating activities (GAAP)
|
$
243
|
|
$
257
|
|
|
Total cash used in
investing activities (GAAP)
|
$
(14)
|
|
$
(43)
|
|
|
Total cash provided by
(used in) financing activities (GAAP)
|
$
206
|
|
$
(214)
|
|
|
|
|
|
|
|
|
Free Cash
Flow:
|
|
|
|
|
|
Total cash provided by
operating activities (GAAP)
|
$
243
|
|
$
257
|
|
~
(5.5)
%
|
Less: payments for
additions to property, plant & equipment (capital expenditures)
(GAAP)
|
(11)
|
|
(6)
|
|
|
Free cash flow
(non-GAAP)
|
$
232
|
|
$
251
|
|
~
(7.5)
%
|
|
We define free cash
flow as operating cash flows, less payments for additions to
property, plant and equipment ("capital expenditures") plus the
proceeds from sales of plant, property and equipment ("capital
disposals").
|
Statement Regarding Non-GAAP Measures
Each of the non-GAAP measures set forth above 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.
Management believes that these measures provide useful information
to investors by offering additional ways of viewing Veralto
Corporation's ("Veralto" or the "Company") results that, when
reconciled to the corresponding GAAP measure, help our
investors:
- with respect to the profitability-related non-GAAP measures,
understand the long-term profitability trends of our business and
compare our profitability to prior and future periods and to our
peers;
- with respect to core sales and related sales measures, identify
underlying growth trends in our business and compare our sales
performance with prior and future periods and to our peers;
and
- with respect to free cash flow and related cash flow measures
(the "FCF Measure"), understand Veralto's ability to generate cash
without external financings, strengthen its balance sheet, invest
in its business and grow its business through acquisitions and
other strategic opportunities (although a limitation of free cash
flow is that it does not take into account the Company's
non-discretionary expenditures, and as a result the entire free
cash flow amount is not necessarily available for discretionary
expenditures).
Management uses these non-GAAP measures to measure the Company's
operating and financial performance.
- The items excluded from the non-GAAP measures set forth above
have been excluded for the following reasons:
- Amortization of Intangible Assets: We exclude the amortization
of acquisition-related intangible assets because the amount and
timing of such charges are significantly impacted by the timing,
size, number and nature of the acquisitions we consummate. While we
have a history of significant 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. Exclusion of
this amortization expense facilitates more consistent comparisons
of operating results over time between our newly acquired and
long-held businesses, and with both acquisitive and non-acquisitive
peer companies. We believe however that it is important for
investors to understand that such intangible assets contribute to
sales generation and that intangible asset amortization related to
past acquisitions will recur in future periods until such
intangible assets have been fully amortized.
- Restructuring Charges: We exclude costs incurred pursuant to
discrete restructuring plans that are fundamentally different (in
terms of the size, strategic nature and planning requirements, as
well as the inconsistent frequency, of such plans) from the ongoing
productivity improvements that result from application of
the Veralto Enterprise System. Because these restructuring
plans are incremental to the core activities that arise in the
ordinary course of our business and we believe are not indicative
of Veralto's ongoing operating costs in a given period, we exclude
these costs to facilitate a more consistent comparison of operating
results over time.
- Other Adjustments: With respect to the other items excluded
from the profitability-related non-GAAP measures, we exclude these
items because they are of a nature and/or size that occur with
inconsistent frequency, occur for reasons that may be unrelated
to Veralto's commercial performance during the period and/or
we believe that such items may obscure underlying business trends
and make comparisons of long-term performance difficult.
- Standalone Adjustments: We believe these adjustments provide
additional insight into how our businesses are performing, on a
normalized basis. However, these non-GAAP financial measures should
not be construed as inferring that our future results will be
unaffected by the items for which the measure adjusts.
- With respect to core operating profit margin changes, in
addition to the explanation set forth in the bullets above relating
to "restructuring charges" and "other adjustments", we exclude the
impact of businesses owned for less than one year (or disposed of
during such period and not treated as discontinued operations)
because the timing, size, number and nature of such transactions
can vary significantly from period to period and may obscure
underlying business trends and make comparisons of long-term
performance difficult.
- With respect to core sales related measures, (1) we exclude the
impact of currency translation because it is not under management's
control, is subject to volatility and can obscure underlying
business trends, and (2) we exclude the effect of acquisitions and
divested product lines because the timing, size, number and nature
of such transactions can vary significantly from period-to-period
and between us and our peers, which we believe may obscure
underlying business trends and make comparisons of long-term
performance difficult.
- With respect to the FCF Measure, we exclude payments for
additions to property, plant and equipment (net of the proceeds
from capital disposals) to demonstrate the amount of operating cash
flow for the period that remains after accounting for the Company's
capital expenditure requirements.
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SOURCE Veralto