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BAIRD GLOBAL INDUSTRIAL CONFERENCE November 5, 2019

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Page 1: BAIRD GLOBAL INDUSTRIAL CONFERENCE …filecache.investorroom.com/mr5ir_danaher/561/2019 Danaher...BAIRD GLOBAL INDUSTRIAL CONFERENCE November 5, 2019 2 Forward Looking Statements Statements

BAIRD GLOBAL INDUSTRIAL CONFERENCE

November 5, 2019

Page 2: BAIRD GLOBAL INDUSTRIAL CONFERENCE …filecache.investorroom.com/mr5ir_danaher/561/2019 Danaher...BAIRD GLOBAL INDUSTRIAL CONFERENCE November 5, 2019 2 Forward Looking Statements Statements

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Forward Looking StatementsStatements in this presentation that are not strictly historical, including any statements regarding events or developments that we anticipate will or may occur in the future 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 thosesuggested 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, the uncertainty ofregulatory approvals with respect to the GE Biopharma acquisition and the timing or conditionality thereof, the parties' ability to satisfy the acquisition agreement conditions and consummate theacquisition of GE Biopharma on the anticipated timetable and terms or at all, Danaher's ability to successfully integrate GE Biopharma's operations and employees with Danaher's existing business, theability to realize anticipated financial, tax and operational synergies and benefits, GE Biopharma's performance and maintenance of important business relationships, Danaher’s ability to complete theanticipated distribution of its Dental business and achieve the intended benefits thereof, deterioration of or instability in the economy, the markets served by us or GE Biopharma and the financial markets,developments and uncertainties in U.S. policy stemming from the U.S. administration, such as changes in U.S. trade and tariff policies and the reaction of other countries thereto, contractions or growthrates 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 byour employees, agents or business partners, our compliance with applicable laws and regulations (including regulations relating to medical devices and the health care industry), the results of our clinicaltrials and perceptions thereof, our ability to effectively address cost reductions and other changes in the health care industry, our ability to successfully identify and consummate appropriate acquisitionsand strategic investments and successfully complete divestitures and other dispositions, our ability to integrate the businesses we acquire and achieve the anticipated benefits of such acquisitions,contingent liabilities relating to acquisitions, investments and divestitures (including tax-related and other contingent liabilities relating to past and future IPOs, split-offs or spinoffs), security breaches orother disruptions of our information technology systems or violations of data privacy laws, the impact of our restructuring activities on our ability to grow, risks relating to potential impairment of goodwilland other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, changes in tax laws applicable to multinational companies, litigation and othercontingent liabilities including intellectual property and environmental, health and safety matters, the rights of the United States government to use, disclose and license certain intellectual property welicense if we fail to commercialize it, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, the impact of our debt obligations on ouroperations and liquidity (including the impact of the additional debt Danaher expects to incur to finance the GE Biopharma acquisition), our relationships with and the performance of our channel partners,uncertainties relating to collaboration arrangements with third-parties, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, relianceon sole sources of supply, the impact of deregulation on demand for our products and services, labor matters, international economic, political, legal, compliance and business factors (including theimpact of the United Kingdom’s decision to leave the EU and uncertainty relating to the terms and timing of such separation), disruptions relating to man-made and natural disasters and pension plancosts. 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 2018 Annual Reporton Form 10-K and Quarterly Reports on Form 10-Q for each of the first, second and third quarters of 2019. These forward-looking statements speak only as of the date of this presentation and except to theextent 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 developmentsor otherwise.

With respect to the non-GAAP financial measures referenced in the following presentation, definitions and the accompanying information required by SEC Regulation G can be found in the back of thepresentation and in the “Investors” section of Danaher’s web site, www.danaher.com, under the heading “Events and Presentations”. All references in this presentation (1) to company-specific financialmetrics relate only to the continuing operations of Danaher’s business, unless otherwise noted; (2) to “growth” or other period-to-period changes refer to year-over-year comparisons unless otherwiseindicated; (3) to operating profit below the segment level exclude amortization; and (4) to “today” refers to the Company’s 2018 performance. We may also describe certain products and devices whichhave applications submitted and pending for certain regulatory approvals.

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Recent Financial Highlights

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EXPANDING MARGINS WHILE REINVESTING FOR GROWTH― Q3 core OMX +85bps*, gross margin +40bps**, R&D +10bps**

RECENT PORTFOLIO MOVES― IPO of Dental business, now called Envista, in September ― GE Biopharma acquisition expected to close in Q1 20

Q3 CORE REVENUE GROWTH OF 6.0%*― Led by Diagnostics (+8.0%), Life Sciences (+6.5%)― Innovation & commercial investments helped drive market share gains

* Core revenue growth and core OMX excludes Dental.** As a % of sales. Gross margin and R&D improvements include Dental.All financial metrics refer to the 3 months ended September 27, 2019 unless otherwise indicated; “YTD” refers to the first nine months of 2019.

CORE REVENUE GROWTH YTD*+6.0%

CORE OMX YTD*+65bps

CONSECUTIVE QUARTERS OF +MSD OR BETTER CORE REVENUE GROWTH*8

Outstanding results so far in 2019

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LIFE SCIENCES DIAGNOSTICS DENTAL

WATER QUALITY

ENVIRONMENTAL & APPLIED SOLUTIONS

All financial metrics reflect FY 2018 revenue

PRODUCT ID

~$6.5B ~$6.3B ~$2.8B ~$4.3B

Danaher Today

Multi-industry science & technology portfolio provides competitive advantages4

ENVISTA IPO

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All financial metrics based on FY 2018 unless otherwise indicated*3-yr CAGR 2015-2018**Adjusted EBITDA is GAAP operating income excluding (1) depreciation and (2) amortization, Adjusted EBITDA Margin is Adjusted EBITDA divided by sales

REVENUE~$2.4BWATER QUALITY

By Geography

By Sales Channel

Direct~75%

ROW2%

NA50%

W. EU19%

HGM29%

Indirect~25% A global leader in water

measurement & treatment5

MSDSTRONG GLOBAL GROWTH DRIVERS• Increasing regulatory requirements and

changes• Water scarcity and drought conditions• Sustainability of water resources• Demand for full workflow solutions and

process efficiencies

RevenueBy Mix

Non-recurring

~45%Recurring~55%

ADJ. EBITDA MARGIN**~25%ADDRESSABLE MARKET SIZE~$20B

CORE REVENUE GROWTH*

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Where We Play: Most Attractive Areas of Water Quality

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Environmental mgmt. / water resources Drinking water Commercial &

industrial use Wastewater Effluent discharge

Environmental Municipal Municipal EnvironmentalUse

Water/Wastewater and Environmental Testing

Water and Wastewater Treatment

Industrial Water Treatment

Leader in water analytics with deep expertise in applied chemistry and biology

Leader in industrial water treatment across the Americas

Leader in UV disinfection & membrane filtration in muni & industrial applications

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Sustainable Business Model

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Extensive installed base & mission-critical applications drive strong recurring revenue stream

LOWCYCLICALITY

OPEX VS. CAPEX

REGULATORY STANDARDS

EXAMPLES

~60%~40%

Increasing regulatory & testing requirements drive “stickiness”

Low cost, high value-add instrumentation & consumables

POTENTIAL FUTURE CONSUMABLE REVENUES RELATIVE TO ORIGINAL INSTRUMENT REVENUEOver average instrument life

2-4XSteady ‘captive’ consumables stream off extensive installed base

‘Mission-critical’ applications

HOURLY COST OF CUSTOMER FACILITY DOWNTIME VS. ANNUAL WATER TREATMENT COST

MUNICIPALITIES ADDED TROJAN UV TREATMENT IN THE LAST 2 YEARS DRIVEN BY NEW / ENFORCED REGULATIONS

>1K

2-10X

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How We Win Across Water Quality

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Enhancing our competitive advantage & driving share gains

APPLICATION EXPERTISE

TECHNOLOGY & INNOVATION

COMMERCIAL EXECUTION

• Deep water chemistry and biology expertise• Broad installed base driving integrated

workflow solutions + service

• New tech & applications, opening new markets• Increasing cadence of innovation around

instrument and digital solutions

• Platform approach: key accounts, digital marketing, e-commerce and HGM execution

• Service & aftermarket offering

Water QualityPlatform

Peer Avg.

CORE REVENUE GROWTH VS. PEERS LAST 5 YEARS

+MSD+LSD

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Running the Danaher Playbook at Water Quality

Execution and strategic M&A driving long-term growth & margin performance9

~$350M REVENUE

+LSD CORE GROWTH

~45% GROSS MARGIN

Low-teens ADJ. EBITDA MARGIN

2001

~$2.4B REVENUE

+MSD CORE GROWTH

~55% GROSS MARGIN

~25% ADJ. EBITDA MARGIN

>20% ROIC

TODAY*

* All financial metrics reflect FY 2018. ROIC = Return on Invested Capital

Pre-2002 2004 2006 2008 2010 2012 2014 2016 Today

G&A

S&M

OMXCore Growth

R&D

GrossMargins

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Non-GAAP ReconciliationsAdjusted Core Revenue Growth 1

Total Danaher (including Envista) Dental / Envista

Total Danaher (including Envista) Dental / Envista

Total sales growth (GAAP) 4.0% (3.0%) 3.5% (2.5%)

Less the impact of:

Acquisitions (0.5%) —% (1.0%) —%

Currency exchange rates 1.5% 1.5% 3.0% 2.5%

Core revenue growth (Non-GAAP) 5.0% (1.5%) 5.5% —%

Less the impact of Envista on Danaher's core revenue growth 1.0% 0.5%

Adjusted core revenue growth (Non-GAAP) 6.0% 6.0%

Core Revenue Growth 1

Diagnostics Life Sciences

Total sales growth (GAAP) 6.5% 6.0%

Less the impact of:

Acquisitions - (1.0%)

Currency exchange rates 1.5% 1.5%

Core revenue growth (Non-GAAP) 8.0% 6.5%

1

% Change Three-Month Period Ended September 27, 2019 vs. Comparable 2018 Period

% Change Nine-Month Period Ended September 27, 2019 vs. Comparable 2018 Period

% Change Three-Month Period Ended September 27, 2019 vs. Comparable 2018 Period

We use the term “core revenue” to refer to GAAP revenue excluding (1) sales from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested businesses or product lines not considered discontinued operations (“acquisitions”) and (2) the impact of currency translation. The portion of GAAP revenue attributable to currency translation is calculated as the difference between (a) the period-to-period change in revenue (excluding acquisition sales) and (b) the period-to-period change in revenue (excluding acquisition sales) after applying current period foreign exchange rates to the prior year period. We use the term “core revenue growth” to refer to the measure of comparing current period core revenue with the corresponding period of the prior year.

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Non-GAAP ReconciliationsYear-Over-Year Core Operating Margin Changes

Total Company

17.10%

Third quarter 2019 impact from operating profit margins of businesses that have been owned for less than one year or were disposed of during such period and did not qualify as discontinued operations (0.10)

Third quarter 2019 transaction costs deemed significant and integration preparation costs related to the anticipated acquisition of the GE Biopharma business (0.60)

Third quarter 2019 Envista separation costs and costs related to establishing new separate company infrastructure and Envista initial public offering, primarily related to incremental salaries, benefits and rent expense (0.50)

Year-over-year core operating profit margin changes for the third quarter 2019 (defined as all year-over-year operating profit margin changes other than the changes identified in the line items above) (non-GAAP) 0.70

16.60%

Year-over-year core operating profit margin changes for the third quarter 2019 0.70

Third Quarter impact of excluding Envista/Dental Segment 0.15

Adjusted Year-over-year core operating profit margin changes for the third quarter 2019 0.85

Three-Month Period Ended September 28, 2018 Operating Profit Margins (GAAP)

Three-Month Period Ended September 27, 2019 Operating Profit Margins (GAAP)

Total Company

16.80%

First nine months of 2019 impact from operating profit margins of businesses that have been owned for less than one year or were disposed of during such period and did not qualify as discontinued operations (0.10)

First nine months of 2019 transaction costs deemed significant and integration preparation costs related to the anticipated acquisition of the GE Biopharma business (0.40)

First nine months of 2019 Envista separation costs and costs related to establishing new separate company infrastructure and Envista initial public offering, primarily related to incremental salaries, benefits and rent expense (0.30) First quarter 2019 costs and estimated liabilities related to a legal contingency (0.25)

Acquisition-related transaction costs deemed significant and fair value adjustments to inventory, in each case related to the acquisition of IDT and incurred in the second quarter of 2018. 0.10

Second quarter 2018 gain on resolution of acquisition-related matters (0.05)

Year-over-year core operating profit margin changes for first nine months of 2019 (defined as all year-over-year operating profit margin changes other than the changes identified in the line items above) (non-GAAP) 0.40

16.20%

Year-over-year core operating profit margin changes for first nine months of 2019 0.40

Third Quarter impact of excluding Envista/Dental Segment 0.25

Adjusted Year-over-year core operating profit margin changes for first nine months of 2019 0.65

Nine-Month Period Ended September 28, 2018 Operating Profit Margins (GAAP)

Nine-Month Period Ended September 27, 2019 Operating Profit Margins (GAAP)

Note: 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 Danaher in a given period.