Business Context and Reporting Period
Emerson Electric Co. (EMR) filed this Form 8-K on April 12, 2023, to report on the proposed business combination with National Instruments Corporation (NATI). The filing serves to reaffirm financial guidance for the second quarter of fiscal year 2023 in connection with the announcement of the merger agreement.
Key Financial Metrics and Guidance
The filing provides preliminary estimates for the second quarter of fiscal 2023 (Q2 FY23E), reconciling non-GAAP measures to GAAP figures. Specific historical results for the period ended March 31, 2023, are not included in this document.
| Metric | Q2 FY23E Guidance Range | Notes |
|---|---|---|
| Underlying Sales Growth (Non-GAAP) | 8% - 10% | Excludes ~3% favorable FX and ~5.5% impact from acquisitions/divestitures. |
| Reported Sales Growth (GAAP) | 10.5% - 12.5% | Includes FX and M&A impacts. |
| Adjusted Earnings Per Share (Non-GAAP) | $0.95 - $1.00 | Excludes ~$0.15 amortization of intangibles and ~$0.05 restructuring costs. |
| Reported Earnings Per Share (GAAP) | $0.75 - $0.80 | Includes amortization and restructuring costs. |
The filing does not provide specific values for total revenue, profit, cash flow, margins, debt, or liquidity for the current period.
Material Changes and Outlook
Emerson reaffirmed its previously announced guidance for Q2 FY23 underlying sales and adjusted EPS. The company noted that these figures are preliminary estimates subject to change as the financial close process is completed. The primary material event driving this filing is the proposed acquisition of National Instruments Corporation.
Risks and Contingencies
The filing outlines significant risks associated with the proposed transaction, including:
- Failure to obtain necessary regulatory approvals or stockholder votes from NATI.
- Delays in closing the transaction or failure to complete it entirely.
- Unexpected costs, charges, or expenses resulting from the merger.
- Uncertainty regarding the financial performance of NATI post-combination.
- Challenges in integrating operations and realizing anticipated synergies.
- Broader economic, geopolitical, and public health risks (e.g., pandemics).
Management emphasized that forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from expectations.
Investor Verification Checklist
- Verify the final terms and status of the merger agreement with National Instruments Corporation.
- Review the upcoming proxy statement(s) filed by NATI for detailed transaction information.
- Monitor regulatory approval processes and potential conditions imposed by governmental entities.
- Confirm the final Q2 FY23 financial results once the financial close process is complete.
- Assess the impact of the ~5.5% negative impact from acquisitions/divestitures on the reported sales growth.